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HomeMy WebLinkAbout2017 CON Ensafe - Westside Transit Oriented Development WI-TOD Mitigation PlanAGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND ENSAFE INC. THIS AGREEMENT is entered into on this 21 st day of February, 2017, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and ENSAFE INC., a corporation (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide environmental engineering, site investigations and remediation support services to assist staff with obtaining final regulatory approvals and implementation of the Property Mitigation Plan for environmental remediation of the Westside Infill Transit Oriented Development (WI-TOD) / Paradise Creek Park redevelopment area in National City, pursuant to the Disposition and Development Agreement by and between the Community Development Commission of the City of National City and Paradise Creek Housing Partners, LP. WHEREAS, the CITY has determined that the CONSULTANT is an environmental services 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 environmental engineering, site investigations and remediation support services for the (WI-TOD) / Paradise Creek Park redevelopment area in National City, and the CONSULTANT agrees to perform the services set forth here in accordance with all terms and conditions contained herein. The CONSULTANT represents that all services shall be performed directly by the CONSULTANT or under direct supervision of the CONSULTANT. 2. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on February 21, 2017. The duration of this Agreement is for the period of February 21, 2017 through June 30, 2018. 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 Council. 3. SCOPE OF SERVICES. The CONSULTANT will perform services as set forth in the attached Exhibit "A". The CONSULTANT shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the CITY. The CONSULTANT shall 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. Stephen Manganiello, Director of Public Works / City Engineer, hereby is designated as the Project Coordinator for the CITY and will monitor the progress and execution of this Agreement. The CONSULTANT shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONSULTANT. Daryl Hernandez, Principal, thereby is designated as the Project Director for the CONSULTANT. 5. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT shall be based on monthly billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work described in Exhibit "A" shall not exceed $115,000. The compensation for the CONSULTANT'S work shall not exceed the rates set forth in Exhibit "A". 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 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 Standard Agreement Page 2 of 11 City of National City and Revised December 2016 EnSafe Inc. 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 Services 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. 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 Standard Agreement Page 3 of 11 Revised December 2016 EnSafe Inc. City of National City and of its SUBCONSULTANT(S), shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONSULTANT represents and covenants that the CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONSULTANT to practice its profession. 12. STANDARD OF CARE. A. The CONSULTANT, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONSULTANT'S trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT'S employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this Agreement, the CONSULTANT warrants to the CITY that it is not now, nor has it for the 'five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONSULTANT'S professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONSULTANT to use due diligence under this sub -paragraph will render the CONSULTANT liable to the CITY for any increased costs that result from the CITY' S later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, 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. Standard Agreement Page 4 of 11 Revised December 2016 EnSafe Inc. City of National City and 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. 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, employees, and volunteers 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. Standard Agreement Page 5 of 11 Revised December 2016 EnSafe Inc. City of National City and 17. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONSULTANT(S), when applicable, to purchase and maintain throughout the term of this Agreement, the following checked insurance policies: A. ® If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("any auto"). The policy shall name the CITY and its officers, agents, 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. 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 financialsize 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 Standard Agreement Page 6 of 11 City of National City and Revised December 2016 EnSafe Inc. 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 the American Arbitration Associatien-("^ ^ ^ '2--)-bef re Fe orting to arbitratio" The osts 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 the AAA then existing. Any award rendered shall be final and conclusive upon the parties, and a contrev Tlt v e v f t e arbitration shall be bore a lly by the a (ties t„ the > > eAelence st . ified p.,,-t., a e the rbitrat; r 2.0 19. 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 Standard Agreement Page 7 of 11 City of National City and Revised December 2016 EnSafe Inc. 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. 2-1- 20. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: To CITY: Stephen Manganiello Director of Public Works / City Engineer Engineering & Public Works Department City of National City 1243 National City Boulevard National City, CA 91950-4397 To CONSULTANT: Don Bradford President and CEO EnSafe Inc. 5724 Summer Trees Drive Memphis, TN 38134 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. Standard Agreement Page 8 of 11 Revised December 2016 EnSafe Inc. City of National City and 2-2 21. 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 22. 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 23. MISCELLANEOUS PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state, or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. To the extent any Standard Agreement Page 9 of 11 Revised December 2016 EnSafe Inc. City of National City and exhibits,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 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. Standard Agreement Page 10 of 11 Revised December 2016 EnSafe Inc. City of National City and IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY By: APPROVED AS TO FORM: George H. Eiser, III Interim City Attorney Standard Agreement ENSAFE INC. B na d E. radfor President and CE By: Z—, 'a Sharon E. Hooper Vice President Page 11 of 11 City of National City and Revised December 2016 EnSafe Inc. EXHIBIT "A" SAFE a global professional services company creative thinking. custom solutions.® 5724 Summer Trees Drive 1 Memphis, Tennessee 381341 Telephone 901-372-7962 1 Facsimile 901-372-2454 1 www.ensafe.com February 8, 2017 Stephen Manganiello Director of Public Works/City Engineer City of National City 1243 National City Boulevard National City, CA 91950 Re: Proposal for Environmental Site Investigation and Remediation Support Services; WI-TOD/Paradise Creek Redevelopment Area — National City, California Dear Mr. Manganiello: EnSafe Inc. is pleased to submit this proposal to provide environmental site investigation and remediation support services for the WI-TOD/Paradise Creek Park Redevelopment Area in National City, California. Effective February 3, 2017, EnSafe entered into an agreement to purchase a portion of E2 ManageTech, Inc. (E2) assets. Those assets are associated with E2's Environmental Services (ES) practice, which is the division of E2 that will continue to service the scope of work described herein. To ensure that National City is not impacted by this acquisition, EnSafe will subcontract directly with E2 to execute the scope of work during this transition period. EnSafe and E2's ES division are committed to a seamless transition, as we integrate our operations and service models in the coming weeks. Accordingly, EnSafe and E2 propose to complete the following scope of work: Task 1 - Phase I Development Area: • Remedial Action Completion Report (RACR) — Completed pending LUC. • Land Use Covenant (LUC) — Currently in review by DTSC's legal department. • Minor expenses remaining that would include any additional revisions to the LUC and/or closure documents. Task 2 - Phase ll Development Area: • RACR document has been initiated and it approximately 60% completed. Final completion of the RACR document pending approval of Phase I RACR. • Phase II LUC — Will be prepared based on the final Phase I LUC. Minimal effort because the final language of Phase I will have been reviewed by City, Developer, and DTSC attorneys. engineering I environment I health & safety I technology Mr. Stephen Manganiello - City of National City February 8, 2017 Page 2 Parkside Development Scope of Work: Task 3 - Parkside Lead Supplemental Investigation • Collect additional soil samples from locations where elevated lead concentrations were detected and test for the solubility of lead in the fill soils at the site. • 20 soil samples will be collected from 10 pre -selected boring locations. • All soil samples will be analyzed for total lead and soluble lead using test methods for STLC and TCLP methods. • Results of this Supplemental Investigation will support the recommended remediation alternative analyzed in the Removal Action Work Plan that is described under Task 4. • Costs include preparation of a Supplemental Site Investigation Report with the findings and conclusions. Task 4 - Draft and Final Removal Action Work plan (RAW) • Based on the findings of the Supplemental Site Investigation, a RAW document will be prepared in accordance with protocol established by the Department of Toxic Substances Control (DTSC). • The RAW document will screen up to 4 lead mitigation alternatives and recommend one alternative for implementation. The alternatives will be evaluated based on Implementability, Effectiveness, and Cost. • The alternatives will take into consideration the potential to install a cap above the lead impacted soils and relocate lead impacted soil beneath the street renovation areas associated with Harding Avenue and 215Y Street. • One electronic draft version of the RAW will be submitted to the City and DTSC for its review. • Based on one round of review for the Draft RAW, the Final RAW will be prepared that will incorporate comments received from the City and DTSC. • One hard copy of the Final RAW will be prepared and delivered to each the City and DTSC. An extra hard copy will be prepared for placement in a public repository (i.e., National City Public Library). Task 5 - Parkside Land Use Covenant (LUC) • It is anticipated that lead impacted soils will remain beneath the park and possibly the street renovation areas described above. Accordingly, a LUC will be prepared to describe the location of lead impacted soil and any land restrictions that would result. • The LUC will be prepared in accordance with DTSC's standard format and in consideration of the LUCs that are associated with Phases I and II of the Paradise Creek Development area. • It is anticipated that the lead -impacted areas will be represented using CAD drawings. Task 6 - Parkside California Environmental Quality Act Compliance (CEQA) • The RAW documents are subject CEQA compliance. • Because environmental cleanup is the CEQA action, DTSC will serve as the lead agency. • To assist with meeting the City's schedule for building the park, EnSafe/E2 will assist DTSC with preparing CEQA documents. E VSAFE Mr. Stephen Manganiello - City of National City February 8, 2017 Page 3 • Because the final remediation alternatives have not been determined and/or approved, the CEQA actions are not known that this time. • For the purpose of this proposal, it is anticipated that a Mitigative Negative Declaration (MND) will be warranted. • On behalf of DTSC, EnSafe/E2 will prepare a draft MND for DTSC to review and finalize. It is anticipated that DTSC will provide comments to the Draft document and EnSafe/E2 will finalize the document. • An electronic copy of the Draft MND will be submitted to DTSC for its review. Also, 3 hard copies of the final MND will be prepared and submitted to the City, DTSC, and a central repository. • The level of effort includes preparing project factsheets in English and Spanish and participation in one community meeting. • Postage costs for mailing any factsheets and/or meeting notifications are not included in the costs. These expenses will be charged at cost with no markup. EnSafe and the E2 Project Team are prepared to complete the above -described scope of work on a time - and -material basis for $114,269.25. Detailed cost breakdown of our proposed cost is provided as an attachment. EnSafe and the E2 Project Team appreciate the opportunity to continue to support National City with the WI-TOD/Paradise Creek Redevelopment Project. If you have any questions regarding this proposal or the transition of E2 into EnSafe, please do not hesitate to call the undersigned. Sincerely, EnSafe Inc. Donald E. Bradford President & CEO cc: Daryl Hernandez, PE ENSAFE ENS/FE EXHIBIT "A" WI-TOD/PARADISE CREEK REDEVELOPMENT AREA COST PROPOSAL & FEE SCHEDULE RATE Task 1 Phase I Develop Area Completion Task 2 Phase II RACR Report and LUC Task 3 Parkside Lead Supplemental Investigation Task 4 Darft and Final RAW Task 5 Parkside LUC Task 6 Parkside CEQA TASKS TOTAL TOTAL STAFF CATEGORY Schedule:185 Units/Hrs Cost Units/Hrs Cost Units/Hrs Cost Units/Hrs Cost Units/Hrs Cost Units/Hrs Cost Units/Hrs Cost Principal/Sr. Principal Consulting Professional $185.00 $160.00 24.0 $4,440 $0 $0 $0 $0 $0 $0 $0 8.0 $600 48.0 $8,880 $0 $0 24.0 $3,360 $0 $0 $0 $0 8.0 $600 40.0 $7,400 16.0 $2,560 $0 $0 SO $0 36.0 $3,780 SO 4.0 $300 80.0 $14,800 8.0 51,280 $0 40.0 $5,600 $0 $0 120.0 $12,600 $0 24.0 $1,800 24.0 $4,440 $0 $0 $0 $0 $0 $0 $0 4.0 $300 40.0 $7,400 8.0 $1,280 $0 40.0 $5,600 $0 $0 8.0 $840 $0 8.0 $600 256.0 32.0 0.0 104.0 0.0 0.0 164.0 0.0 56.0 $47,360.00 $5,120.00 $0.00 $14,560.00 $0.00 $0.00 $17,220.00 $0.00 $4,200.00 $88,460.00 Sr. Project Professional $150.00 Project Professional $140.00 Assistant Project Professional $125.00 Sr. Staff Professional $110.00 Staff Professional $105.00 Technical Editor Technical Assistant/Word Processor $85.00 $75.00 Labor Cost Subtotals 32.0 $5,040.00 80.0 $12,840.00 96.0 $14,040.00 272.0 $36,080.00 28.0 $4,740.00 104.0 $15,720.00 612.0 ITEM RATE Units/Hrs Cost Units/Hrs Cost Units/Hrs Cost Units/Hrs Cost Units/Hrs Cost Units/Hrs Cost Units/Hrs Cost Transportation Vehicles Vehicle Mileage ($/Mile) Daily Truck Rental ($/Day) $0.540 $110.00 $55.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 50.0 $27.00 $0.00 $0.00 $0.00 2.0 $110.00 50.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Popp9 to0 p 0 0 0 0 0 0 o 0 0 0 0 0 bb0000 nN 0 0 0 0 0 0 0 0 0 0 0 0 0 $0.00 $0.00 $27.00 $0.00 $0.00 $0.00 $110.00 F2 Supplied Equipmenr Hazardous Waste Kit (5/Day) Reimbursable Expenses Cost Subtotal 0.0 $0.00 0.0 $0.00 52.o1 $137.00 0.0 1 $0.00 0.0 I $0.00 0.0 $0.00 $137.00 SUBCONTRACTOR COSTS SUBCONTRACTOR RATE Units/Hrs I Cost Units/Hrs I Cost Units/Hrs 1 Cost Units/Hrs I Cost Units/Hrs 1 Cost Units/Hrs I Cost Units/Hrs Cost Phase II $2,700.00 $325 00 5195.00 575. 00 $10.00 $37.00 $37.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 1.0 $325.00 2.0 $390.00 2.0 $150.00 $0.00 $0.00 20.0 $200.00 20.0 $740.00 20.0 $740.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 0.0 0.0 0.0 1.0 2.0 2.0 0.0 0.0 20.0 20.0 20.0 $0.00 $0.00 $0.00 $325.00 $390.00 $150.00 $0.00 $0.00 $200.00 $740.00 $740.00 Pre -field Activities All samples will be hand augered. No geo costs Field Equipment Rental Mini Rae PID ($/week) Hand Auger Kit PPE ($/day) Analytical Testing Soil Analysis Total lead (TTIC) by EPA 6010E (with Digestion) Soluble lead (STLC) by WET (with STLC Extraction) TCLP Lead (with TCLP Bottle Extraction) SUBCONTRACTOR COST SUBTOTALS (WITHOUT MARK-UP) $0.00 $0.00 $2,545.00 $0.00 $0.00 $0.00 $2,545.00 SUBCONTRACTOR MARK-UP 5% $0.00 $0.00 $127.25 $0.00 $0.00 $0.00 $127.25 SUBCONTRACTOR COST SUBTOTALS $0.00 $0.00 $2,672.25 $0.00 $0.00 $0.00 ~ $2,672.25 TASK SUBTOTALS $5,040.00 $12,840.00 $16,849.25 $36,080.00 $4,740.00 $15,720.00.. $91,269.25 25% CONTINGENCY FOR UNFORSEEN CONDITIONS $23,000.00 TOTAL COST $114,269.25 Client#: 25298 ENSAINCO ACORD,. CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 2/16/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. THIS POLICIES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Greyling Ins. Brokerage/EPIC 3780 Mansell Road, Suite 370 Alpharetta, GA 30022 CONTACT Carly Underwood PHONE 770.552.4225 (A/C, No, EXt): FAX No): 866.550. 4082 ADDRE cart underwood re lin com ADDRESS: Y• �g y ' g. INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : Greenwich Insurance Company 22322 INSURED EnSafe Inc. 5724 Summer Trees Dr. Memphis, TN 38134 INSURER B: Firemans Fund Insurance Co. 21873 INSURER c Indian Harbor Insurance Co 36940 INSURER D : XL Specialty Insurance Co. 37885 INSURER E : INSURER F : .- .. ,.�•wrvI• IIJI•IoLf. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY X GEC300059002 12/01/2016 12/01/2017 EACH OCCURRENCE $1,000,000 $500,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) $10,000 PERSONAL 8 ADV INJURY $1,000,000 GEN'L AGGREGATE X LIMIT APPLIES JECT PER: LOC GENERAL AGGREGATE $2,000,000 PRODUCTS - COMP/OPAGG $2,000,000 D AUTOMOBILE X X LIABILITY ANY AUTO ALL OWNED X SCHEDULED X AEC004489102 12/01/2016 12/01/2017 {E°aBcll eDfSINGLE LIMIT $1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (PerTOS accident) $ B X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE 50000024568958 12/01/2016 12/01/2017 EACH OCCURRENCE $5,000,000 AGGREGATE $5,000,000 $ DED X RETENT ON $0 A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICR/MEEECDPROPRIETOR/PARTNER/EXECUTIVE (Mandatory in NH) If yes, describe under Y / N N N / A WEC004489202 12/01/2016 12/01/2017 X PER STATUTE OTH- ER E.L. EACH ACCIDENT $1,000,000 $1,000,000 $1,000,000 E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT C Professional Liab incl. Contractors PEC004489302 12/01/2016 12/01/2017 Per Claim $5,000,000 Aggregate $5,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: Environmental Site Investigation and Remediation Support Services; WI-TOD/Paradise Creek Redevelopment Area National City, California. The City of National City, its elected officials, officers, agents, employees and volunteers are named as Additional Insureds on the above referenced liability policies with the exception of workers compensation & professional liability where required by written contract. (See Attached Descriptions) HOLDER CANCELLATION City of National City c/o Risk Manager 1243 National City Boulevard National City, CA 91950-4397 ACORD 25 (2014/01) 1 of 2 #S660560/M608884 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CUND1 DESCRIPTIONS (Continued from Page 1 Waiver of Subrogation is applicable where required by written contract & allowed by law. SAGITTA 25.3 (2014/01) 2 of 2 #S660560/M608884 POLICY NUMBER: GEC3000590-02 COMMERCIAL GENERAL LIABILITY CG20100413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Any person or organization that you are required in a written contract or written agreement to include as an additional insured provided the "bodily injury" or "property damage" occurs subsequent to the execution of the written contract or written agreement Location(s) Of Covered Operations Westside Infill Transit Oriented Development (WI-TOD) / Paradise Creek Park redevelopment area in National City, CA Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG20100413 B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. © Insurance Services Office, Inc., 2012 Page 1 of 2 C. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or Page 2 of 2 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. © Insurance Services Office, Inc., 2012 CG 20 10 0413 POLICY NUMBER: GEC3000590-02 COMMERCIAL GENERAL LIABILITY CG 20 37 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations Any person or organization that you are required in a written contract or written agreement to include as an additional insured provided the "bodily injury" or "property damage" occurs subsequent to the execution of the written contract or written agreement Westside Infill Transit Oriented Development (WI-TOD) / Paradise Creek Park redevelopment area in National City, CA Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products -completed operations hazard". However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 37 04 13 B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. © Insurance Services Office, Inc., 2012 Page 1 of 1 POLICY NUMBER: AEC004489102 XIC 411 1013 ENDORSEMENT #004 This endorsement, effective 12:01 a.m., December 1, 2016 forms a part of Policy No. AEC004489102 issued to ENSAFE, INC. by XL Specialty Insurance Company. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTOMATIC ADDITIONAL INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM AUTO DEALERS COVERAGE FORM A. COVERED AUTOS LIABILITY COVERAGE, Who Is An Insured, is amended to include as an "insured" any person or organization you are required in a written contract to name as an additional insured, but only for "bodily injury" or "property damage" otherwise covered under this policy caused, in whole or in part, by the negligent acts or omissions of: 1. You, while using a covered "auto"; or 2. Any other person, except the additional insured or any employee or agent of the additional insured, operating a covered "auto" with your permission; Provided that: a. The written contract is in effect during the policy period of this policy; b. The written contract was signed by you and executed prior to the "accident" causing "bodily injury" or "property damage" for which liability coverage is sought; and c. Such person or organization is an "insured" solely to the extent required by the contract, but in no event if such person or organization is solely negligent. B. The Limits of Insurance provided for the Additional Insured shall not be greater than those required by contract and, in no event shall the Limits of Insurance set forth in this policy be increased by the contract. C. General Conditions, Other Insurance is amended as follows: Any coverage provided hereunder shall be excess over any other valid and collectible insurance available to the additional insured whether such insurance is primary, excess, contingent or on any other basis unless the contract specifically requires that this policy be primary. All terms, conditions, exclusions and limitations of this policy shall apply to the liability coverage provided to any additional insured, and in no event shall such coverage be enlarged or expanded by reason of the contract. All other terms and conditions of this policy remain unchanged. XIC 411 1013 © 2013 X.L. America, Inc. All Rights Reserved. May not be copied without permission. Includes copyrighted material of Insurance Services Office, Inc., with its permission. BVIE 01/04/2017 Page 1 of 1 POLICY NUMBER: GEC3000590-02 COMMERCIAL GENERAL LIABILITY CG 25 03 05 09 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED CONSTRUCTION PROJECT(S) GENERAL AGGREGATE LIMIT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designated Construction Project(s): Each of your projects away from premises owned by or rented to you as require by written contract Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. For all sums which the insured becomes legally obligated to pay as damages caused by "occur- rences" under Section I — Coverage A, and for all medical expenses caused by accidents under Section I — Coverage C, which can be attributed only to ongoing operations at a single designated construction project shown in the Schedule above: 1. A separate Designated Construction Project General Aggregate Limit applies to each des- ignated construction project, and that limit is equal to the amount of the General Aggregate Limit shown in the Declarations. 2. The Designated Construction Project General Aggregate Limit is the most we will pay for the sum of all damages under Coverage A, ex- cept damages because of "bodily injury" or "property damage" included in the "products - completed operations hazard", and for medi- cal expenses under Coverage C regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". CG25030509 3. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the Designated Con- struction Project General Aggregate Limit for that designated construction project. Such payments shall not reduce the General Ag- gregate Limit shown in the Declarations nor shall they reduce any other Designated Con- struction Project General Aggregate Limit for any other designated construction project shown in the Schedule above. 4. The limits shown in the Declarations for Each Occurrence, Damage To Premises Rented To You and Medical Expense continue to apply. However, instead of being subject to the General Aggregate Limit shown in the Decla- rations, such limits will be subject to the appli- cable Designated Construction Project Gen- eral Aggregate Limit. © Insurance Services Office, Inc., 2008 Page 1 of 2 0 B. For all sums which the insured becomes legally obligated to pay as damages caused by "occur- rences" under Section I — Coverage A, and for all medical expenses caused by accidents under Section I — Coverage C, which cannot be attrib- uted only to ongoing operations at a single des- ignated construction project shown in the Sched- ule above: 1. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the amount available under the General Aggregate Limit or the Products -completed Operations Aggregate Limit, whichever is applicable; and 2. Such payments shall not reduce any Desig- nated Construction Project General Aggre- gate Limit. Page 2 of 2 C. When coverage for liability arising out of the "products -completed operations hazard" is pro- vided, any payments for damages because of "bodily injury" or "property damage" included in the "products -completed operations hazard" will reduce the Products -completed Operations Ag- gregate Limit, and not reduce the General Ag- gregate Limit nor the Designated Construction Project General Aggregate Limit. D. If the applicable designated construction project has been abandoned, delayed, or abandoned and then restarted, or if the authorized contract- ing parties deviate from plans, blueprints, de- signs, specifications or timetables, the project will still be deemed to be the same construction pro- ject. E. The provisions of Section III — Limits Of Insur- ance not otherwise modified by this endorsement shall continue to apply as stipulated. © Insurance Services Office, Inc., 2008 CG 25 03 05 09 0 RESOLUTION NO. 2017 — 21 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH ENSAFE, INC., IN THE AMOUNT OF $115,000 TO ASSIST STAFF WITH OBTAINING REGULATORY APPROVALS AND IMPLEMENTATION OF THE PROPERTY MITIGATION PLAN FOR ENVIRONMENTAL REMEDIATION OF THE WESTSIDE INFILL TRANSIT ORIENTED DEVELOPMENT (WI-TOD) PROJECT SITE LOCATED AT 2100 AND 2020 HOOVER AVENUE, AND FUTURE PARK SITE DEVELOPMENT LOCATED ON THE WEST SIDE OF PARADISE CREEK, PURSUANT TO THE CITY'S OBLIGATION TO THE FORMER REDEVELOPMENT AGENCY TO CARRY OUT THE DISPOSITION AND DEVELOPMENT AGREEMENT BY AND BETWEEN THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY AND PARADISE CREEK HOUSING PARTNERS, LP WHEREAS, on September 6, 2011, the Community Development Commission of the City of National City ("CDC") adopted Resolution No. 2011-201, selecting E2 ManageTech through a competitive process to provide environmental site investigation and remediation support services for the Westside Infill Transit Oriented Development (WI-TOD) site located at 2100 and 2020 Hoover Avenue; and WHEREAS, pursuant to the Agreement with the CDC, which was executed on September 6, 2011, E2 ManageTech prepared a comprehensive Property Mitigation Plan ("PMP") for environmental remediation of the project site; and WHEREAS, EnSafe, Inc. ("Ensafe") is a global provider of environmental, engineering, health and safety, and technology solutions services that provides environmental management and planning solutions in the areas of compliance auditing, cost estimating, due diligence/merger and acquisition support; emergency response and preparedness, environmental compliance and management systems, environmental training, air quality and permitting, hazardous and solid waste permitting and compliance, water permitting, environmental site assessments, and regulatory interpretation/negotiations; and WHEREAS, effective February 3, 2017, EnSafe entered into an Agreement with E2 ManageTech to purchase a portion of the assets that are associated with E2's Environmental Services practice, which is the division of E2 that will continue to provide environmental site investigation and remediation support services for WI-TOD/Paradise Creek Park redevelopment area in National City; and WHEREAS, based on competitive billing rates, intimate knowledge of the project, past performance, including preparation of the PMP and other required environmental documents, and relationship with State and Regional regulatory agencies/staff overseeing the project, staff recommends entering into an Agreement with EnSafe in the amount of $115,000 to assist staff with obtaining final regulatory approvals and implementation of the Property Mitigation Plan for environmental remediation of the WI-TOD Project site located at 2100 and 2020 Hoover Avenue, and future Park site development located on the west side of Paradise Creek. Resolution No. 2017 — 21 February 21, 2017 Page Two NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the Mayor to execute an Agreement with EnSafe in the amount of $115,000 to assist staff with obtaining final regulatory approvals and implementation of the Property Mitigation Plan for environmental remediation of the WI-TOD Project site located at 2100 and 2020 Hoover Avenue, and future Park site development located on the west side of Paradise Creek. Said Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 21st day of Febru a 017. ATTEST: N /t Mich el R. Dalla, City Clerk APPROVED AS TO FORM: George H. tiser, Ill Interim City Attorney on Morrison, Mayor Passed and adopted by the Council of the City of National City, California, on February 21, 2017 by the following vote, to -wit: Ayes: Councilmembers Cano, Mendivil, Morrison, Rios, Sotelo-Solis. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California City Clerk of the City of ational City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2017-21 of the City of National City, California, passed and adopted by the Council of said City on February 21, 2017. City Clerk of the City of National City, California By: Deputy CITY OF NATIONAL CITY, CALIFORNIA G a oo1- ‘ 1 COUNCIL AGENDA STATEMENT MEETING DATE: February 21, 2017 AGENDA ITEM NO. 10 ITEM TITLE: Resolution of the City Council of the City of National City authorizing the Mayor to execute an Agreement with EnSafe, Inc. (who recently acquired E2 ManageTech, Inc.) in the amount of $115,000 to assist staff with obtaining regulatory approvals and implementation of the Property Mitigation Plan for environmental remediation of the Westside Infill Transit Oriented Development (WI-TOD) Project site located at 2100 and 2020 Hoover Avenue, and future Park site development located on the west side of Paradise Creek, pursuant to the City's obligation to the former redevelopment agency to carry out the Disposition and Development Agreement by and between the Community Development Commission of the City of National City and Paradise Creek Housing Partners, LP PREPARED BY: Stephen Manganiello PHONE: 619-336-4382 EXPLANATION:. See attached. DEPARTMENT: Engineering/Public Works APPROVED BY: FINANCIAL STATEMENT: APPROVED: r"�4' __� ----Finance ACCOUNT NO. APPROVED: MIS Funds available in account #001-409-500-598-1596 (WI-TOD Improvements) ENVIRONMENTAL REVIEW: N/A ORDINANCE: INTRODUCTION: FINAL ADOPTION: fI STAFF RECOMMENDATION: Adopt resolution authorizing the Mayor to execute an Agreement with EnSafe, Inc. for environmental remediation of the Westside Infill Transit Oriented Development (WI-TOD) Project site. BOARD I COMMISSION RECOMMENDATION: N/A ATTACHMENTS: 1. Explanation 2. Agreement 3. Resolution 011.14,11,1•1111.1111MINNIMIIIIMMIIIMAN.4.010111.* Ft�sav�NN lt4O. aW1•04 Explanation: EnSafe, Inc. is a global provider of environmental, engineering, health and safety, and technology solutions services. EnSafe provides environmental management and planning solutions in the areas of compliance auditing; cost estimating; due diligence / merger and acquisition support; emergency response and preparedness; environmental compliance and management systems; environmental training; air quality and permitting; hazardous and solid waste permitting and compliance; water permitting; environmental site assessments; and regulatory interpretation / negotiations. EnSafe also provides design engineering solutions, including land development / site planning; landfill design / solid waste; water / wastewater and watershed / storm water management; environmental restoration solutions, such as site investigations, risk assessments, remediation, and decontamination / decommissioning; and natural and water resources protection and management solutions. Effective February 3, 2017, EnSafe entered into an agreement to purchase a portion of E2 ManageTech's assets. Those assets are associated with E2's Environmental Services practice, which is the division of E2 that will continue to provide environmental site investigation and remediation support services for the Westside Infill Transit Oriented Development (WI-TOD) / Paradise Creek Park redevelopment area in National City. To ensure that National City is not impacted by this acquisition, EnSafe will assign E2's Principal Project Manager, Daryl Hernandez, and his support staff to execute the scope of work. Mr. Hernandez has been intimately involved with providing environmental services for the project over the past 10 years. The Community Development Commission (CDC) of the City of National City selected E2 ManageTech through a competitive process to provide environmental site investigation and remediation support services for the WI-TOD site located at 2100 and 2020 Hoover Avenue. Through their agreement with the CDC, which was executed on September 6, 2011, E2 ManageTech prepared a comprehensive Property Mitigation Plan (PMP) for environmental remediation of the project site. The WI-TOD, also known as Paradise Creek Housing Project, will deliver 201 affordable housing units on the east side of Paradise Creek and develop an approximately 4-acre Community Park on the west side of Paradise Creek. Phase I of the housing project, which constructed 108 units, was completed in December 2016. On December 3, 2013, per City Council Resolution No. 2013-185, City Council authorized the Mayor to execute an agreement with E2 ManageTech in the amount of $120,000 to assist staff with obtaining regulatory approvals and implementation of the PMP for the WI-TOD Project in order to meet the City's obligation to the former redevelopment agency to carry out the Disposition and Development Agreement by and between the Community Development Commission of the City of National City and Paradise Creek Housing Partners, LP. On November 18, 2014, per City Council Resolution No. 2014-161, City Council authorized the Mayor to execute a First Amendment to the Agreement with E2 ManageTech to increase the not -to -exceed amount of the Agreement by $300,000 and extend the expiration date of the Agreement. -1- Based on the qualifications of EnSafe / E2 ManageTech; competitive billing rates; intimate knowledge of the project; past performance, including preparation of the PMP and other required environmental documents; and relationship with State and Regional regulatory agencies / staff overseeing the project, staff recommends executing an Agreement with EnSafe in the amount of $115,000 to assist staff with obtaining final regulatory approvals and implementation of the Property Mitigation Plan for environmental remediation of the WI-TOD Project site located at 2100 and 2020 Hoover Avenue, and future Park site development located on the west side of Paradise Creek. -2- AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND ENSAFE INC. THIS AGREEMENT is entered into on this 21st day of February, 2017, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and ENSAFE INC., a corporation (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide environmental engineering, site investigations and remediation support services to assist staff with obtaining final regulatory approvals and implementation of the Property Mitigation Plan for environmental remediation of the Westside Infill Transit Oriented Development (WI-TOD) / Paradise Creek Park redevelopment area in National City, pursuant to the Disposition and Development Agreement by and between the Community Development Commission of the City of National City and Paradise Creek Housing Partners, LP. WHEREAS, the CITY has determined that the CONSULTANT is an environmental services 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 environmental engineering, site investigations and remediation support services for the (WI-TOD) / Paradise Creek Park redevelopment area in National City, and the CONSULTANT agrees to perform the services set forth here in accordance with all terms and conditions contained herein. The CONSULTANT represents that all services shall be performed directly by the CONSULTANT or under direct supervision of the CONSULTANT. 2. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on February 21, 2017. The duration of this Agreement is for the period of February 21, 2017 through June 30, 2018. 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 Council. 3. SCOPE OF SERVICES. The CONSULTANT will perform services as set forth in the attached Exhibit "A". The CONSULTANT shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the CITY. The CONSULTANT shall 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. Stephen Manganiello, Director of Public Works / City Engineer, hereby is designated as the Project Coordinator for the CITY and will monitor the progress and execution of this Agreement. The CONSULTANT shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONSULTANT. Daryl Hernandez, Principal, thereby is designated as the Project Director for the CONSULTANT. 5. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT shall be based on monthly billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work described in Exhibit "A" shall not exceed $115,000. The compensation for the CONSULTANT'S work shall not exceed the rates set forth in Exhibit "A". 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 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 Standard Agreement Page 2 of 11 City of National City and Revised December 2016 EnSafe Inc. 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 Services 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. 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 Standard Agreement Page 3 of 11 Revised December 2016 EnSafe Inc. City of National City and of its SUBCONSULTANT(S), shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONSULTANT represents and covenants that the CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONSULTANT to practice its profession. 12. STANDARD OF CARE. A. The CONSULTANT, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONSULTANT'S trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT'S employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this Agreement, the CONSULTANT warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONSULTANT'S professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONSULTANT to use due diligence under this sub -paragraph will render the CONSULTANT liable to the CITY for any increased costs that result from the CITY'S later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, 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. Standard Agreement Page 4 of 11 Revised December 2016 EnSafe Inc. City of National City and 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. 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, employees, and volunteers 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. Standard Agreement Page 5 of 11 Revised December 2016 EnSafe Inc. City of National City and 17. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONSULTANT(S), when applicable, to purchase and maintain throughout the term of this Agreement, the following checked insurance policies: A. ® If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("any auto"). The policy shall name the CITY and its officers, agents, 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. 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 Standard Agreement Page 6 of 11 Revised December 2016 EnSafe Inc. City of National City and 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. Cf ,, 2-0 19. 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 Standard agreement Page 7 of 11 Revised December 2016 EnSafe Inc. City of National City and 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. 24 20. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: To CITY: Stephen Manganiello Director of Public Works / City Engineer Engineering & Public Works Department City of National City 1243 National City Boulevard National City, CA 91950-4397 To CONSULTANT: Don Bradford President and CEO EnSafe Inc. 5724 Summer Trees Drive Memphis, TN 38134 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. Standard Agreement Revised December 2016 Page 8 of 11 City of National City and EnSafe Inc. 22 21. 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 22. 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 23. MISCELLANEOUS PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state, or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. To the extent any Standard Agreement Page 9 of 11 Revised December 2016 EnSafe Inc. City of National City and exhibits,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 parry's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. Standard Agreement Revised December 2016 Page 10 of 11 City of National City and EnSafe Inc. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY ENSAFE INC. By: By: Ron Morrison, Mayor APPROVED AS TO FORM: George H. Eiser, III Interim City Attorney Standard Agreement Revised December 2016 Page 11 of 11 By: ' na d E.-•••AP ,,soft, illr c radfor' , President and C Sharon E. Hooper Vice President City of National City and EnSafe Inc. ENSAFE a global professional services company creative thinking. custom solutions.® 5724 Summer Trees Drive I Memphis, Tennessee 381341 Telephone 901-372-7962 I Facsimile 901-372-2454 I www.ensafe.com February 8, 2017 Stephen Manganiello Director of Public Works/City Engineer City of National City 1243 National City Boulevard National City, CA 91950 Re: Proposal for Environmental Site Investigation and Remediation Support Services; WI-TOD/Paradise Creek Redevelopment Area — National City, California Dear Mr. Manganiello: EnSafe Inc. is pleased to submit this proposal to provide environmental site investigation and remediation support services for the WI-TOD/Paradise Creek Park Redevelopment Area in National City, California. Effective February 3, 2017, EnSafe entered into an agreement to purchase a portion of E2 ManageTech, Inc. (E2) assets. Those assets are associated with E2's Environmental Services (ES) practice, which is the division of E2 that will continue to service the scope of work described herein. To ensure that National City is not impacted by this acquisition, EnSafe will subcontract directly with E2 to execute the scope of work during this transition period. EnSafe and E2's ES division are committed to a seamless transition, as we integrate our operations and service models in the coming weeks. Accordingly, EnSafe and E2 propose to complete the following scope of work: Task 1 - Phase I Development Area: • Remedial Action Completion Report (RACR) — Completed pending LUC. • Land Use Covenant (LUC) — Currently in review by DTSC's legal department. • Minor expenses remaining that would include any additional revisions to the LUC and/or closure documents. Task 2 - Phase II Development Area: • RACR document has been initiated and it approximately 60% completed. Final completion of the RACR document pending approval of Phase I RACR. • Phase II LUC — Will be prepared based on the final Phase I LUC. Minimal effort because the final language of Phase I will have been reviewed by City, Developer, and DTSC attorneys. engineering I environment I health & safety I technology Mr. Stephen Manganiello - City of National City February 8, 2017 Page 2 Parkside Development Scope of Work: Task 3 - Parkside Lead Supplemental Investigation • Collect additional soil samples from locations where elevated lead concentrations were detected and test for the solubility of lead in the fill soils at the site. • 20 soil samples will be collected from 10 pre -selected boring locations. • All soil samples will be analyzed for total lead and soluble lead using test methods for STLC and TCLP methods. • Results of this Supplemental Investigation will support the recommended remediation alternative analyzed in the Removal Action Work Plan that is described under Task 4. • Costs include preparation of a Supplemental Site Investigation Report with the findings and conclusions. Task 4 — Draft and Final Removal Action Work plan (RAW) • Based on the findings of the Supplemental Site Investigation, a RAW document will be prepared in accordance with protocol established by the Department of Toxic Substances Control (DTSC). • The RAW document will screen up to 4 lead mitigation alternatives and recommend one alternative for implementation. The alternatives will be evaluated based on Implementability, Effectiveness, and Cost. • The alternatives will take into consideration the potential to install a cap above the lead impacted soils and relocate lead impacted soil beneath the street renovation areas associated with Harding Avenue and 2152 Street. • One electronic draft version of the RAW will be submitted to the City and DTSC for its review. • Based on one round of review for the Draft RAW, the Final RAW will be prepared that will incorporate comments received from the City and DTSC. • One hard copy of the Final RAW will be prepared and delivered to each the City and DTSC. An extra hard copy will be prepared for placement in a public repository (i.e., National City Public Library). Task 5 — Parkside Land Use Covenant (LUC) • It is anticipated that lead impacted soils will remain beneath the park and possibly the street renovation areas described above. Accordingly, a LUC will be prepared to describe the location of lead impacted soil and any land restrictions that would result. • The LUC will be prepared in accordance with DTSC's standard format and in consideration of the LUCs that are associated with Phases I and II of the Paradise Creek Development area. • It is anticipated that the lead -impacted areas will be represented using CAD drawings. Task 6 — Parkside California Environmental Quality Act Compliance (CEQA) • The RAW documents are subject CEQA compliance. • Because environmental cleanup is the CEQA action, DTSC will serve as the lead agency. • To assist with meeting the City's schedule for building the park, EnSafe/E2 will assist DTSC with preparing CEQA documents. EJVSAFE Mr. Stephen Manganiello - City of National City February 8, 2017 Page 3 • Because the final remediation alternatives have not been determined and/or approved, the CEQA actions are not known that this time. • For the purpose of this proposal, it is anticipated that a Mitigative Negative Declaration (MND) will be warranted. • On behalf of DTSC, EnSafe/E2 will prepare a draft MND for DTSC to review and finalize. It is anticipated that DTSC will provide comments to the Draft document and EnSafe/E2 will finalize the document. • An electronic copy of the Draft MND will be submitted to DTSC for its review. Also, 3 hard copies of the final MND will be prepared and submitted to the City, DTSC, and a central repository. • The level of effort includes preparing project factsheets in English and Spanish and participation in one community meeting. • Postage costs for mailing any factsheets and/or meeting notifications are not included in the costs. These expenses will be charged at cost with no markup. EnSafe and the E2 Project Team are prepared to complete the above -described scope of work on a time - and -material basis for $114,269.25. Detailed cost breakdown of our proposed cost is provided as an attachment. EnSafe and the E2 Project Team appreciate the opportunity to continue to support National City with the WI-TOD/Paradise Creek Redevelopment Project. If you have any questions regarding this proposal or the transition of E2 into EnSafe, please do not hesitate to call the undersigned. Sincerely, EnSafe Inc. Donald E. Bradford President & CEO cc: Daryl Hernandez, PE ENSAFE ENS/IFE a global professonal services company EXHIBIT "A" WI-TOD/PARADISE CREEK REDEVELOPMENT AREA COST PROPOSAL & FEE SCHEDULE RATE Task i Phase I Develop Area Completion Task 2 Phase II RACR Report and LUC Task 3 Parkside Lead Supplemental Investigation Task 4 Darft and Final RAW Task 5 Parkside LUC Task 6 Parkside CEQA TASKS TOTAL TOTAL STAFF CATEGORY Schedule:185 Units/Hrs Cost Units/Hrs Cost Units/Hrs Cost Units/Hrs Cost Units/Hrs Cost Units/Hrs Cost Units/Hrs Cost Principal/Sr. Principal Consulting Professional Sr. Project Professional Project Professional Assistant Project Professional Sr. Staff Professional Staff Professional Technical Editor Technical Assistant/Word Processor $185.00 $160.00 $150.00 $140.00 $125.00 $110.00 $105.00 $85.00 $75.00 24.0 $4,440 $0 $0 $0 $0 $0 $0 $0 8.0 $600 48.0 $8,880 $0 $0 24.0 $3,360 $0 $0 $0 $0 8.0 $600 40.0 $7,400 16.0 $2,560 $0 $0 SO $0 36.0 $3,780 $0 4.0 $300 80.0 $14,800 8.0 $1,280 $0 40.0 $5,600 $0 $0 120.0 $12,600 $0 24.0 $1,800 24.0 $4,440 $0 $0 $0 $0 $0 $0 $0 4.0 $300 40.0 $7,400 8.0 $1,280 $0 40.0 $5,600 $0 $0 8.0 $840 $0 8.0 $600 256.0 32.0 0.0 104.0 0.0 0.0 164.0 0.0 56.0 $47,360.00 $5,120.00 $0.00 $14,560.00 $0.00 $0.00 $17,220.00 $0.00 $4,200.00 $88,460.00 Labor Cost Subtotals 32.0 $5,040.00 80.0 $12,840.00 96.0 $14,040.00 272.0 $36,080.00 28.0 $4,740.00 104.0 $15,720.00 612.0 ITEM RATE Units/Mrs _ Cost Units/Hrs Cost Units/Hrs _ Cost Units/Mrs Cost Units/Hrs Cost Units/Mrs Cost Units/Hrs Cost Transportation $0.540 $110.00 $55.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 50.0 $27.00 $0.00 $0.00 $0.00 2.0 $110.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 =, 0.0 0.0 ."' 50.0 0.0 0.0 0.0 2.0 $0.00 $0.00 $27.00 $0.00 $0.00 $0.00 $110.00 Vehicles Vehicle Mileage ($/Mile) Daily Truck Rental ($/Day) E2 Supplied Equipment Hazardous Waste Kit ($/Day) Reimbursable Expenses Cost Subtotal 0.0j $0.00 0.01 $0.00 52.01 $137.00 0.0 I $0.00 0.0 1 $0.00 0.0 I $0.00 $137.00 SUBCONTRACTOR COSTS SUBCONTRACTOR RATE Units/Hrs I Cost Units/Mrs I Cost Units/Mrs I Cost Units/Hrs I Cost Units/Hrs I Cost Units/Hrs I Cost tf Units/Hrs Cost Phase II $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 t 0.0 $0.00 $0.00 $0.00 $0.00 $325.00 $390.00 $150.00 $0.00 $0.00 $200.00 $740.00 $740.00 Pre -field Activities $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 0.0 All samples will be hand augered. No geo costs♦W $2,700.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 ' 0.0 Field Equipment Rental $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 `;' 0.0 Mini Rae PID ($/week) Hand Auger Kit PPE ($/day) $325.00 $195.00 $75.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 1.0 $325.00 2.0 $390.00 2.0 $150.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 1.0 2.0 : 2.0 Analytical Testing $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 0.0 Soil Analysis Total lead (TTLC) by EPA 6010E (with Digestion) Soluble lead (STLC) by WET (with STLC Extraction) TCLP Lead (with TCLP Bottle Extraction) $10.00 $37.00 $37.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 20.0 $200.00 20.0 $740.00 20.0 $740.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 0.0 20.0 20.0 20.0 SUBCONTRACTOR COST SUBTOTALS (WITHOUT MARK-UP) $0.00 $0,00 $2,545.00 $0.00 $0.00 $0.00 $2,545.00 SUBCONTRACTOR MARK-UP 5% $0.00 $0.00 $127.25 $0.00 $0.00 $0.00 $127.25 SUBCONTRACTOR COST SUBTOTALS $0.00 $0.00 $2,672.25 $0.00 $0.00 $0.00 $2,672.25 TASK SUBTOTALS $5,040.00 $12,840.00 $16,849.25 $36,080.00 54,740.00 $15,720.00 $91,269.25 25% CONTINGENCY FOR UNFORSEEN CONDITIONS $23,000.00 TOTAL COST $114,269.25 Client#: 25298 ENSAINCO ACORDr. CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 2/10/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Greyling Ins. Brokerage/EPIC 3780 Mansell Road, Suite 370 Alpharetta, GA 30022 INSURED CONTACT Carly Underwood PHONE 770.552.4225 (A/C, No, Ext): ADDRESS: carly.underwood@greyling.com FAX 866.550.4082 (A/C, No): INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Greenwich Insurance Company 22322 EnSafe Inc. 5724 Summer Trees Dr. Memphis, TN 38134 INSURER B : Firemans Fund Insurance Co. 21873 INSURER C : Indian Harbor Insurance Co 36940 INSURER D : XL Specialty Insurance Co. 37885 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 16-17 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTR TYPE OF INSURANCE INSR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY GEC300059002 12/01/2016 12/01/2017 EACH OCCURRENCE $1,000,000 PREMISES (CpEa occunence) $ 500,000 CLAIMS -MADE X OCCUR MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE X LIMIT APPLIES JECT PER: LOC PRODUCTS - COMP/OP AGG $2,000,000 $ i D AUTOMOBILE X X _ LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS X SCHEDULED AEC004489102 12/01/2016 12/01/2017 COMBINED SINGLE LIMIT (Ea aceident) $ 1,000, 000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ B x UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE SU000024568958 12/01/2016 12/01/2017 EACH OCCURRENCE $5,000,000 AGGREGATE $5,000,000 $ DED X RETENT ON $O A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N N / A WEC004489202 12/01/2016 12/01/2017 X PER STATUTE OTH- ER E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 C Professional Liab incl. Contractors Pollution Liab PEC004489302 12/01/2016 12/01/2017 Per Claim $5,000,000 Aggregate $5,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: Environmental Site Investigation and Remediation Support Services; WI-TOD/Paradise Creek Redevelopment Area National City, California. The City of National City, its elected officials, officers, agents, employees and volunteers are named as Additional Insureds on the above referenced liability policies with the exception of workers compensation & professional liability where required by written contract. (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION City of National City c/o Risk Manager 1243 National City Boulevard National City, CA 91950-4397 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) 1 of 2 The ACORD name and logo are registered marks of ACORD #S656202/M608884 C U N D 1 DESCRIPTIONS (Continued from Page 1 Waiver of Subrogation is applicable where required by written contract & allowed by law. SAGITTA 25.3 (2014/01) 2 of 2 #5656202/M608884 POLICY NUMBER: GEC300059002 COMMERCIAL GENERAL LIABILITY CG20100413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location(s) Of Covered Operations ANY PERSON OR ORGANIZATION THAT YOU ARE REQUIRED IN A WRITTEN CONTRACT OR WRITTEN AGREEMENT TO INCLUDE AS AN ADDITIONAL INSURED PROVIDED THE "BODILY INJURY" OR "PROPERTY DAMAGE" OCCURS SUBSEQUENT TO THE EXECUTION OF THE WRITTEN CONTRACT OR WRITTEN AGREEMENT. VARIOUS Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your beha If; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 10 04 13 B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. © Insurance Services Office, Inc., 2012 Page 1 C. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of low Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 2010 0413 m Insurance Services Office, Inc., 2012 Page 2 POLICY NUMBER: GEC300059002 COMMERCIAL GENERAL LIABILITY CO 20 37 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations ANY PERSON OR ORGANIZATION THAT YOU ARE REQUIRED IN A WRITTEN CONTRACT OR WRITTEN AGREEMENT TO INCLUDE AS AN ADDITIONAL INSURED PROVIDED THE "BODILY INJURY" OR 'PROPERTY DAMAGE" OCCURS SUBSEQUENT TO THE EXECUTION OF THE WRITTEN CONTRACT OR WRITTEN AGREEMENT. VARIOUS Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products -completed operations hazard". However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 37 04 13 B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. © Insurance Services Office, Inc., 2012 Page 1 This page has been left blank intentionally. POLICY NUMBER: AEC004489102 XIC 411 1013 ENDORSEMENT #004 This endorsement, effective 12:01 a.m., December 1, 2016 forms a part of Policy No. AEC004489102 issued to ENSAFE, INC. by XL Specialty Insurance Company. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTOMATIC ADDITIONAL INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM AUTO DEALERS COVERAGE FORM A. COVERED AUTOS LIABILITY COVERAGE, Who Is An Insured, is amended to include as an "insured" any person or organization you are required in a written contract to name as an additional insured, but only for "bodily injury" or "property damage" otherwise covered under this policy caused, in whole or in part, by the negligent acts or omissions of: 1. You, while using a covered "auto"; or 2. Any other person, except the additional insured or any employee or agent of the additional insured, operating a covered "auto" with your permission; Provided that: a. The written contract is in effect during the policy period of this policy; b. The written contract was signed by you and executed prior to the "accident" causing "bodily injury" or "property damage" for which liability coverage is sought; and c. Such person or organization is an "insured" solely to the extent required by the contract, but in no event if such person or organization is solely negligent. B. The Limits of Insurance provided for the Additional Insured shall not be greater than those required by contract and, in no event shall the Limits of Insurance set forth in this policy be increased by the contract. C. General Conditions, Other Insurance is amended as follows: Any coverage provided hereunder shall be excess over any other valid and collectible insurance available to the additional insured whether such insurance is primary, excess, contingent or on any other basis unless the contract specifically requires that this policy be primary. All terms, conditions, exclusions and limitations of this policy shall apply to the liability coverage provided to any additional insured, and in no event shall such coverage be enlarged or expanded by reason of the contract. All other terms and conditions of this policy remain unchanged. XIC 411 1013 © 2013 X.L. America, Inc. All Rights Reserved. May not be copied without permission. Includes copyrighted material of Insurance Services Office, Inc., with its permission. BVIE 01/04/2017 Page 1 of 1 POLICY NUMBER: GEC3000590-02 COMMERCIAL GENERAL LIABILITY CG25030509 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED CONSTRUCTION PROJECT(S) GENERAL AGGREGATE LIMIT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designated Construction Project(s): Each of your projects away from premises owned by or rented to you as require by written contract Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. For all sums which the insured becomes legally obligated to pay as damages caused by "occur- rences" under Section I — Coverage A, and for all medical expenses caused by accidents under Section I — Coverage C, which can be attributed only to ongoing operations at a single designated construction project shown in the Schedule above: 1. A separate Designated Construction Project General Aggregate Limit applies to each des- ignated construction project, and that limit is equal to the amount of the General Aggregate Limit shown in the Declarations. 2. The Designated Construction Project General Aggregate Limit is the most we will pay for the sum of all damages under Coverage A, ex- cept damages because of "bodily injury" or "property damage" included in the "products - completed operations hazard", and for medi- cal expenses under Coverage C regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". CG 25 03 05 09 3. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the Designated Con- struction Project General Aggregate Limit for that designated construction project. Such payments shall not reduce the General Ag- gregate Limit shown in the Declarations nor shall they reduce any other Designated Con- struction Project General Aggregate Limit for any other designated construction project shown in the Schedule above. 4. The limits shown in the Declarations for Each Occurrence, Damage To Premises Rented To You and Medical Expense continue to apply. However, instead of being subject to the General Aggregate Limit shown in the Decla- rations, such limits will be subject to the appli- cable Designated Construction Project Gen- eral Aggregate Limit. © Insurance Services Office, Inc., 2008 Page 1 of 2 0 B. For all sums which the insured becomes legally obligated to pay as damages caused by 'occur- rences" under Section I — Coverage A, and for all medical expenses caused by accidents under Section I — Coverage C, which cannot be attrib- uted only to ongoing operations at a single des- ignated construction project shown in the Sched- ule above: 1. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the amount available under the General Aggregate Limit or the Products -completed Operations Aggregate Limit, whichever is applicable; and 2. Such payments shall not reduce any Desig- nated Construction Project General Aggre- gate Limit. C. When coverage for liability arising out of the "products -completed operations hazard" is pro- vided, any payments for damages because of "bodily injury" or "property damage" included in the "products -completed operations hazard" will reduce the Products -completed Operations Ag- gregate Limit, and not reduce the General Ag- gregate Limit nor the Designated Construction Project General Aggregate Limit. D. If the applicable designated construction project has been abandoned, delayed, or abandoned and then restarted, or if the authorized contract- ing parties deviate from plans, blueprints, de- signs, specifications or timetables, the project will still be deemed to be the same construction pro- ject. E. The provisions of Section III — Limits Of Insur- ance not otherwise modified by this endorsement shall continue to apply as stipulated. Page 2 of 2 © Insurance Services Office, Inc., 2008 CG 25 03 05 09 0 RESOLUTION NO. 2017 — RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH ENSAFE, INC., IN THE AMOUNT OF $115,000 TO ASSIST STAFF WITH OBTAINING REGULATORY APPROVALS AND IMPLEMENTATION OF THE PROPERTY MITIGATION PLAN FOR ENVIRONMENTAL REMEDIATION OF THE WESTSIDE INFILL TRANSIT ORIENTED DEVELOPMENT (WI-TOD) PROJECT SITE LOCATED AT 2100 AND 2020 HOOVER AVENUE, AND FUTURE PARK SITE DEVELOPMENT LOCATED ON THE WEST SIDE OF PARADISE CREEK, PURSUANT TO THE CITY'S OBLIGATION TO THE FORMER REDEVELOPMENT AGENCY TO CARRY OUT THE DISPOSITION AND DEVELOPMENT AGREEMENT BY AND BETWEEN THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY AND PARADISE CREEK HOUSING PARTNERS, LP WHEREAS, on September 6, 2011, the Community Development Commission of the City of National City ("CDC") adopted Resolution No. 2011-201, selecting E2 ManageTech through a competitive process to provide environmental site investigation and remediation support services for the Westside Infill Transit Oriented Development (WI-TOD) site located at 2100 and 2020 Hoover Avenue; and WHEREAS, pursuant to the Agreement with the CDC, which was executed on September 6, 2011, E2 ManageTech prepared a comprehensive Property Mitigation Plan ("PMP") for environmental remediation of the project site; and WHEREAS, EnSafe, Inc. ("EnSafe") is a global provider of environmental, engineering, health and safety, and technology solutions services that provides environmental management and planning solutions in the areas of compliance auditing, cost estimating, due diligence/merger and acquisition support; emergency response and preparedness, environmental compliance and management systems, environmental training, air quality and permitting, hazardous and solid waste permitting and compliance, water permitting, environmental site assessments, and regulatory interpretation/negotiations; and WHEREAS, effective February 3, 2017, EnSafe entered into an Agreement with E2 ManageTech to purchase a portion of the assets that are associated with E2's Environmental Services practice, which is the division of E2 that will continue to provide environmental site investigation and remediation support services for WI-TOD/Paradise Creek Park redevelopment area in National City; and WHEREAS, based on competitive billing rates, intimate knowledge of the project, past performance, including preparation of the PMP and other required environmental documents, and relationship with State and Regional regulatory agencies/staff overseeing the project, staff recommends entering into an Agreement with EnSafe in the amount of $115,000 to assist staff with obtaining final regulatory approvals and implementation of the Property Mitigation Plan for environmental remediation of the WI-TOD Project site located at 2100 and 2020 Hoover Avenue, and future Park site development located on the west side of Paradise Creek. Resolution No. 2017 — February 21, 2017 Page Two NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the Mayor to execute an Agreement with EnSafe in the amount of $115,000 to assist staff with obtaining final regulatory approvals and implementation of the Property Mitigation Plan for environmental remediation of the WI-TOD Project site located at 2100 and 2020 Hoover Avenue, and future Park site development located on the west side of Paradise Creek. Said Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 21st day of February, 2017. ATTEST: Michael R. Dalla, City Clerk APPROVED AS TO FORM: George H. Eiser, Ill Interim City Attorney Ron Morrison, Mayor CITY OF NATIONAL CITY Office of the City Clerk 1243 National City Blvd., National City, California 91950-4397 619-336-4228 Michael R. Dalla, CMC - City Clerk March 20, 2017 Mr. Don Bradford EnSafe Inc. 5724 Summer Trees Drive Memphis, TN 38134 Dear Mr. Bradford, On February 21 St, 2017, Resolution No. 2017-21 was passed and adopted by the City Council of the City of National City, authorizing execution of an Agreement with Ensafe Inc. We are enclosing for your records a certified copy of the above Resolution and a fully executed original Agreement. Michael R. Dalla, CMC City Clerk Enclosures