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HomeMy WebLinkAbout2017 CON NV5 - On-call Project Support Services CIPAGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND NV5, INC. THIS AGREEMENT is entered into on this 20th day of June, 2017, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and NV5, INC., a corporation (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide on -call project support services for National City's Capital Improvement Program (CIP). WHEREAS, on February 2, 2017, the Engineering & Public Works Department advertised a Request for Qualifications (RFQ) for on -call project support services for National City's CIP; WHEREAS, on March 6, 2017, the CONSULTANT submitted a Statement of Qualifications (SOQ) in response to the RFQ, consistent with the requirements of the RFQ; WHEREAS, the CITY has determined that the CONSULTANT is an engineering firm; and WHEREAS, based on evaluation of the CONSULTANT'S SOQ and interview, the CITY has determined that the CONSULTANT 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 on -call project support services for National City's Capital Improvement Program (CIP), 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 June 20, 2017. The duration of this Agreement is for the period of June 20, 2017 through June 19, 2019. This Agreement may be extended by mutual agreement upon the same terms and conditions for an additional one (1) year term. 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", including, but not limited to, project management; engineering; construction management, inspections and certified payroll; plan reviews; constructability reviews; land surveying; environmental assessments; geotechnical; ADA compliance; GIS; utility design and coordination; construction support; community outreach and communications. The CONSULTANT will be expected to submit proposals for individual task orders in a timely manner, consistent with the general scope of services in Exhibit "A". Task order proposals shall include a detailed scope of work, schedule of deliverables and "not -to - exceed" cost estimate. The Project Coordinator will issue a Notice to Proceed upon approval of each individual task order. After issuance of a Notice to Proceed for each individual task order, the CONSULTANT will only receive compensation for actual work performed, on a time and materials basis, consistent with the detailed scope of work and within the limits of the "not -to - exceed" cost estimate. The CONSULTANT shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the CITY. 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. Phil Kern, P.E., Assistant Project Manager, thereby is designated as the Project Director for the CONSULTANT. 5. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT shall be based on monthly billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work described in Exhibit "A" shall not exceed $1,000,000. The compensation for the CONSULTANT'S work shall not exceed the rates set forth in Exhibit "B". The CITY will not accept CONSULTANT "mark-ups" for services provided by SUBCONSULTANTS. Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with the general scope of services in Exhibit "A", and the detailed scope of work and schedule of deliverables provided for individual task orders, as determined by the Project Coordinator. The CONSULTANT shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY, and for furnishing of copies to the CITY, if requested. Standard Agreement Revised May 2017 Page 2 of 11 City of National City and NV5 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 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 Standard Agreement Page 3 of 11 Revised May 2017 NV5 City of National City and CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or SUBCONSULTANTS, as the CONSULTANT may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONSULTANT with its SUBCONSULTANT(S) shall require the SUBCONSULTANT(S) to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CITY nor its officers, agents, or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANT'S employees, except as herein set forth, and the CONSULTANT or the CONSULTANT'S agents, servants, or employees are not in any manner agents, servants, or employees of the CITY, it being understood that the CONSULTANT its agents, servants, and employees are as to the CITY wholly independent CONSULTANT, and that the CONSULTANT'S obligations to the CITY are solely such as are prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, in the performance of the services to be provided herein, shall comply with all applicable state and federal statutes and regulations, and all applicable ordinances, rules, and regulations of the City of National City, whether now in force or subsequently enacted. The CONSULTANT and each of its SUBCONSULTANT(S), shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONSULTANT represents and covenants that the CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONSULTANT to practice its profession. 12. STANDARD OF CARE. A. The CONSULTANT, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONSULTANT'S trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT'S employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this Agreement, the CONSULTANT warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONSULTANT'S professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the 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 Standard Agreement Page 4 of 11 City of National City and Revised May 2017 NV5 diligence under this sub -section will render the CONSULTANT liable to the CITY for any increased costs that result from the CITY'S later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONSULTANT shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 14, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONSULTANT, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONSULTANT without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONSULTANT shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. CONSULTANT shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 15. 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 Standard Agreement Revised May 2017 Page 5 of 11 City of National City and NV5 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 Labor 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. 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 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 Standard Agreement Revised May 2017 Page 6 of 11 City of National City and NV5 shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY's Risk Manager, at the address listed in subsection G below, 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. The Certificate Holder for all policies of insurance required by this Section shall be "City of National City, c/o Risk Manager, 1243 National City Boulevard, National City, CA 91950-4397. H. Insurance shall be written with only insurers authorized to conduct business in California 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 of 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. I. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY'S Risk Manager. If the CONSULTANT does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. J. All deductibles and self -insured retentions in excess of $ 1 0,000 must be disclosed to and approved by the CITY. K. If the CONSULTANT maintains broader coverage or higher limits (or both) than the minimum limits shown above, the CITY requires and shall be entitled to the broader coverage or higher limits (or both) maintained by the CONSULTANT. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to 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. TERMINATION. Standard Agreement Revised May 2017 Page 7 of 11 City of National City and NV5 A. This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 60-day's written notice to the CONSULTANT. During said 60-day period the CONSULTANT shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by the CONSULTANT in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONSULTANT as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONSULTANT, whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONSULTANT shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONSULTANT'S breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 7. E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONSULTANT; (2) a reorganization of the CONSULTANT for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONSULTANT. 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 Standard Agreement Revised May 2017 Page 8 of 11 City of National City and NV5 To CONSULTANT: Phil Kern, P.E. Assistant Project Manager NV5, Inc. 15092 Avenue of Science, Suite 200 San Diego, CA 92128 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. 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 Section 21 by the CONSULTANT. 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. 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 Standard Agreement Revised May 2017 Page 9 of 11 City of National City and NV5 shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state, or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. To the extent any exhibits, 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 Standard Agreement Page 10 of 11 City of National City and Revised May 2017 NV5 has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY By: Ron Morrison, Mayor APPROVED AS TO FORM: Angil P. Morris -Jones City Attorney By: Robeo M. Contreras Deputy City Attorney Standard Agreement Revised May 2017 NV5, INC. By: Carmen Kasner, Regional Managing Director B Page 11 of 11 l min Officer City of National City and NV5 EXHIBIT "A" March 6, 2017 Stephen Manganiello Director of Public Works/City Engineer City of National City Engineering & Public Works Department 1243 National City Boulevard National City, CA 91950 NVS Subject: On -Call Project Support Services for National City's Capital Improvement Program (CIP) Dear Mr. Manganiello, The City of National City is seeking professional consultants to provide on -call project support services for the City's Capital Improvement Program (CIP). In order to successfully complete these critical projects, the City needs a partner who will not only support the projects the City is aware of, but a partner who can look at each project and see the big picture —providing recommendations for cost effective designs based on extensive past experience, knowledge of the City and local environment, and a vision that supports the City's ultimate project goals. NV5 has assembled a team with the knowledge and experience to be this partner to the City. NV5 has been proud to support the City through providing services as an extension of City staff and we wish to continue working with the City by providing the City with the following tangible benefits: A Project Team to Create Success. In addition to being experts in their respective fields, nearly all of our team members have recently delivered CIP projects for the City, and it is our goal to preserve that level of continuity. Our Project Manager, Carmen Kasner, PE and our Assistant Project Manager, Phil Kern, PE, will provide proactive management of your on -call contract. Carmen and Phil's extensive past experience gives them the ability to understand the parameters and standards necessary to define and execute almost any on -call task order. Recent and Relevant Experience Supporting the City. NV5 is currently providing services to the City as a subconsultant. Through this contract we have become intimately familiar with the City, your stakeholders, procedures and your ultimate project goals. This experience will reduce and potentially eliminate the need for time to get up to speed and learn the inner workings of the City's CIE Expertise in On -Call Consulting. NV5 is a leader in providing on -call consulting to public agencies, having performed these services for more than 50 agencies throughout California including the cities of Imperial Beach, Menifee and Carlsbad; the counties of Imperial and San Diego; the San Diego County Regional Airport Authority; and the Bureau of Land Management to name a few. Through this work we have learned that capacity, clear communication, strong project management skills and technical excellence are the keys to successful on -call project delivery. Unparalleled Local Knowledge and Resources. NV5 has a long-established history working throughout San Diego County, has maintained an office here for more than forty years and some of our staff members have been working for the City for over five years. Our San Diego office is located thirty minutes from the City. This experience and close proximity allow our team to attend meetings quickly, address on -site issues directly, and participate in community outreach efforts. Our past experience allows us to provide an exceptionally strong understanding of local agency regulations, policies and permitting requirements that will help to facilitate the project process. NV5 has the depth of resources, strong working relationships, and stability to be your on -call engineering consultant, ensuring your projects are completed cost effectively, without delay, with accountability and with the highest level of quality. Please feel free to contact Phil Kern at 858.385.2171 or phil.kern@nv5.com if you should need any further information. Sincerely, NVS, Inc. Carmen C Kasner, PE Principal -in -Charge / Project Manager Philip R. Kern, PE M.ASCE Assistant Project Manager CONSTRUCTION QUALITY ASSURANCE - INFRASTRUCTURE - ENERGY - PROGRAM MANAGEMENT - ENVIRONMENTAL Executive Summary NV5 is interested in working with the City to provide on -call services in support of your CIP. Our goal in preparing this proposal is to convey our abilities to you — the management skills, technical resources and value from our tem member's experience and our extensive history of providing on -call services that we bring to this opportunity. CONTACT INFORMATION NV5 has been providing engineering services since the firm's founding in 1949. We are a recognized industry leader, consistently ranking in the ENR's list of top A/E's design firms —currently at 75 and moving up! Our San Diego office, opened in 1969, is a leader in providing value added services to public and private agencies throughout Southern California. NV5, as a whole, has 1,500 employees in 72 offices. Our mission is to consistently deliver successful tasks, completed on - time and within budget to the City for the duration of this contract. Phil Kern, PE will be the main day to day contact for this contract. TEAM ORGANIZATION AND KEY PERSONNEL Our team is led by Carmen Kasner, PE and Phil Kern, PE. Carmen has been providing on -call, as -needed services to municipalities throughout California for almost 30 years. Phil has recently managed CIP projects for the City and will use this knowledge to proactively manage any task order assigned. The remainder of the project team have all worked with local agencies providing support for on -call contracts and many have worked directly with the City supporting your own CIE EXPERIENCE AND TECHNICAL COMPETENCE A cornerstone of NV5's expertise is the provision of technical engineering services for on call, task - order related projects. We understand that flexibility and responsiveness are critical in order to ramp up or down based upon conditions. Our firm is structured to provide staff on very short turnaround times responding to rapidly changing priorities and project needs. NV5 has demonstrated through our on -call contracts that we are quick to respond with the correct team to solve any issue. We have provided samples showing our past experience providing these services. On -Call Project Support Services for CIP P2268170187 National City 3 METHODS PROPOSED TO ACCOMPLISH THE WORK Our approach to on -call contracts has been developed over many years. We continually refine these procedures to provide comprehensive process improvement. NV5 will begin each project with the preparation of a Project Work Plan (PWP), which focuses our team's attention on the critical success factors needed for quality, on -time, and on -budget project delivery. Our P\VP will focus on the Scope of Services, identify all stakeholders, and determine how coordination and review will occur during project execution. NV5 will modify the PWP and develop a project budget and a staffing plan. These procedures are just a sample of the close attention that our team pays to every project that we undertake. We understand that each task order is important and deserves the same attention to detail no matter how large or small. FINANCIAL MANAGEMENT AND ACCOUNTING SYSTEM As a publicly held consulting firm, NV5 has to meet exacting standards when it comes to our financial management and accounting systems. We have well established systems in place to successfully manage any and all task orders that may come out of this on -call contract. SIGNED AMENDMENT We have included the signed amendment as requested. NVS Team Organization and Key Personnel STAFFING PLAN 5 One of the keys to successful delivery of projects through on -call and as -needed contracts is the proper allocation of resources, both from a technical specialty perspective and a production perspective. For this contract with the City we are prepared to dedicate the talents of registered engineers, licensed land surveyors and seasoned technical experts in more than ten disciplines, many of whom have previous experience working with National City: • Civil Engineering (includes streets and sewer infrastructure) • Structural Engineering • Mechanical Engineering • Electrical Engineering • Traffic Engineering • ADA Compliance • Geographic Information Systems (GIS) • Utility Design & Coordination (includes Rule 20A Undergrounding & Joint Trench) • Land Surveying (perform field surveying prepare plat & legal descriptions) • Geotechnical (includes Soils & Materials Testing) • Environmental Engineering, Planning & Design • Construction Management & Inspections (includes Certified Payroll) • Plan and Map Reviews • Constructability Reviews • Grant Applications and Management • Capital Needs Assessment and Asset Management One of the principal reasons for our success on on -call contracts is that technical or specialty resources are identified and allocated when the scope and budget for the task order are prepared, not hastily cobbled together after the Notice to Proceed is received. The scope and hours for each discipline is clearly spelled out before the project begins, whether the resource is in-house or an outside subconsultant. All task order requests and associated allocation of resources will be managed by Phil Kern, our assistant project manager and day to day contact for this contract. Having a depth of resources available within arm's length is also critical to delivering larger projects or dealing with those unforeseen project emergencies that crop up occasionally. NV5 provides that depth within our San Diego office with 31 registered engineers, 10 licensed land surveyors and over 190 total employees. Our experience indicates that the most resource -intensive part of public works projects is typically CADD production, and we have over 30 highly proficient CADD operators using AutoCad and GIS platforms (with related hydrology, hydraulics, structural and other design software) in the San Diego office that are available in times of need. An organization chart for our team and resumes for our key team members are on the pages that follow. NV5 is committing to the City that these qualified staff members and consultants will be available to deliver the City's projects. On -fall Project Support Services for LIP National City P2268110187 NV5 EXHIBIT "B" National City Charge Rates Effective 7/1/17 - 7/1/19 NVS Technical Services Engineering Aide/Planning Aide .. $70.00/hour Project Assistant $96.00/hour Project Administrator $120.00/hour CADD Technician I $105.00/hour CADD Technician II $130.00/hour CADD Technician III $136.00/hour Senior CADD Technician/Designer $145.00/hour Design Supervisor $160.00/hour Plan Check Services $150.00/hour Conditions of Approval Development $170.00/hour Professional Junior Engineer/Planner/Surveyor $110.00/hour Assistant Engineer/Planner/Surveyor $135.00/hour Associate Engineer/Planner/Surveyor $160.00/hour Senior Engineer/Planner/Surveyor $176.00/hour Manager $185.00/hour Structural Engineer $176.00/hour Associate Principal $195.00/hour $210.00/hour Field Construction Management* Junior Field Engineer $118.00/hour Assistant Field Engineer $140.00/hour Associate Field Engineer $152.00/hour Senior Field Engineer $159.00/hour Construction Manager $174.00/hour Surveying* 1-Person Survey Crew (GPS) (Robotic) $185.00/hour 1-Person Survey Crew $147.00/hour 2-Person Survey Crew $252.00/hour 3-Person Survey Crew $335.00/hour Survey Manager $191.00/hour GIS Analyst $155.00/hour Expensa Plotting and In -House Reproduction 1.10 x Cost Subsistence 1.10 x Cost Mileage - Outside Local Area Per Accepted IRS Rate Rates will be effective through 7/1/2019 and will increase by 3% or CPI whichever is less each subsequent year of the contract. *Field service rates for Construction Management and Surveying are based on the Prevailing Wage determination by the Department of Industrial Relations. Construction Management rates expire June 30, 2017 and Surveying rates are expected to be adjusted in the near future. When the new rates are published, the rates for these services will be adjusted accordingly. National City Charge Rates - Subconsultants Effective 7/1/17 - 7/1/19 STC Traffic Effective Through 7/1/19 4,Q' Senior Principal Manager 1 $210.00/hour Principal Manager $195.00/hour Sr. Project Manager $175.00/hour Project Manager $160.00/hour Construction Manager $150.00/hour Project Technical Specialist $150.00/hour Senior Planner $150.00/hour Senior Project Engineer $145.00/hour Construction Engineer/Inspector $135.00/hour Project Engineer $130.00/hour Associate Engineer $115.00/hour Assistant Engineer $100.00/hour Engineering Intern $ 60.00/hour NV5 Keze Group Effective Through 7/1/19LC- Principal $198.00/hour Accessibi%Ity Specialists Effective Through 7/1/19 CASp Compliance Specialist $150.00/hour ACCESS13ILITY SPECIALISTS ACORD CERTIFICATE OF LIABILITY INSURANCE `---- DATE(MM/DD/YYYY) 5/30/2017 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 Cavignac & Associates 450 B Street, Suite 1800 San Diego CA 92101 Certificate Department PHONE FAX (A/C, No Fxt)• 619-744-0574 IA/C. No1. 619-234-8601 App IIFks. certificates@cavignac.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA:Liberty Insurance Corporation 42404 INSURED NV5INC0-01 NV5, Inc. 15092 Avenue of Science, Suite 200 San Diego, CA 92128 INSURER B :Travelers Property & Casualty Compa 25674 INSURER C :Berkley Insurance Company 32603 INSURER D:The First Liberty Insurance Corpora 33588 INSURER E : INSURER F : COVERAGE 408216064 • 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 INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP IMM/DD/YYYY) LIMITS B x COMMERCIAL GENERAL LIABILITY Y 6809H706339 5/1/2017 5/1/2018 EACH OCCURRENCE $1,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $1,000,000 X Cross Liab/Sevin MED EXP (Any one person) $10,000 X $0 Deductible PERSONAL & ADV INJURY $1,000,000 GEN'L X AGGREGATE POLICY OTHER: X LIMIT APPLIES JECT X PER: LOC GENERAL AGGREGATE $2,000,000 PRODUCTS - COMP/OPAGG $2,000,000 Stop Gap Liability $1,000,000 A AUTOMOBILE X LIABILITY ANY AUTO ALL OWNED — _ SCHEDULED AUTOS NON -OWNED AUTOS Y Y AS7Z91462442027 5/1/2017 5/1/2018 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per ( ) ` PROPERTY DAMAGE (Per accident) $ A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE TH7Z91462442037 5/1/2017 5/1/2018 EACH OCCURRENCE $10,000,000 AGGREGATE $10,000,000 DED X RETENT ON $ 0 $ D WORRERE N 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 y WC6Z91462442047 5/1/2017 5/1/2018 PER X 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 Liability AEC901463201 5/1/2017 5/1/2018 Each Claim $5,000,000 Aggregate $10,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: ID number. Additional Insured coverage applies to General Liability and Automobile Liability for The City of National City, its elected officials, officers, agents, employees and volunteers per policy form. Waiver of subrogation applies to Automobile Liability, and Workers Compensation per policy form. Professional Liability - Claims made form, defense costs included within limit. If the insurance company elects to cancel or non -renew coverage for any reason other than nonpayment of premium Cavignac & Associates will provide 30 days notice of such cancellation or nonrenewal. CERTIFICATE HOLDER CANCELLA City of National City Go 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 ACORD 25 (2014/01) © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi- fied by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" under the Who Is An Insured Provi- sion of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. SCHEDULE Name of Person(s) or Organization(s): Any person or organization where the named insured has agreed by written contract to include such person or organization as a designated insured. (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to the endorsement.) Each person or organization shown in the Schedule is an 'insured" for Liability Coverage, but only to the extent that person or organization qualifies as an 'Insured" under the Who Is An Insured Provision contained in Section II of the Coverage Form. Policy No: AS7Z91462442027 Effective Date: 05/01/2017 Expiration Date: 05/01/2018 Sales Office: 0237 Issued By: Liberty Insurance Corp . CA 20 48 02 99 Copyright, Insurance Services Office, Inc., 1998 Page 1 of 1 Policy Number AS7Z91462442027 Issued by Liberty Insurance Corp. A. Coverage 1. Paragraph B.7. of SECTION IV - BUSINESS AUTO CONDITIONS is amended by the addition of the following: The coverage territory is extended to include Mexico but only if all of the following criteria are met: a. The "accidents" or "loss" occurs within 25 miles of the United States border; and b. While on a trip into Mexico for 10 days or less. 2. For coverage provided by this section of the endorsement, Paragraph B.5. Other Insurance in SECTION IV - BUSINESS AUTO CONDITIONS is replaced by the following: The insurance provided by this endorsement will be excess over any other collectible insurance. B. Physical Damage Coverage is amended by the addition of the following: If a "loss" to a covered "auto" occurs in Mexico, we will pay for such "loss" in the United States. If the covered "auto" must be repaired in Mexico in order to be driven, we will not pay more than the actual cash value of such "loss" at the nearest United States point where the repairs can be made. C. Additional Exclusions The following additional exclusions are added: This insurance does not apply: 1. If the covered "auto" is not principally garaged and principally used in the United States. 2. To any "insured" who is not a resident of the United States. XXIII. WAIVER OF SUBROGATION Paragraph A.5. in SECTION IV - BUSINESS AUTO CONDITIONS does not apply to any person or organization where the Named Insured has agreed, by written contract executed prior to the date of "accident", to waive rights of recovery against such person or organization. AC 84 07 07 13 © 2013 Liberty Mutual Insurance. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 10of11 Policy No. 6809H706339 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that you agree in a "written contract requiring insurance" to include as an additional insured on this Coverage Part, but: a. Only with respect to liability for "bodily injury", "property damage" or "personal injury"; and b. If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the "written contract requiring insurance applies, or in connection with premises owned by or rented to you. The person or organization does not qualify as an additional insured: c. With respect to the independent acts or omissions of such person or organization; or d. For "bodily injury", "property damage" "personal injury" for which such person organization has assumed liability in contract or agreement. The insurance provided to such additional insured is limited as follows: e. This insurance does not apply on any basis to any person or organization for which coverage as an additional insured specifically is added by another endorsement to this Coverage Part. f. This insurance does not apply to the rendering of or failure to render any "professional services". In the event that the Limits of Insurance of the Coverage Part shown in the Declarations exceed the limits of liability required by the "written contract requiring insurance", the insurance provided to the additional insured shall be limited to the limits of liability required by that "written contract requiring insurance". This endorsement does not increase the limits of insurance described in Section III — Limits Of Insurance. g• CG D3 81 09 15 or or a h. This insurance does not apply to "bodily injury" or "property damage" caused by "your work" and included in the "products - completed operations hazard" unless the "written contract requiring insurance" specifically requires you to provide such coverage for that additional insured, and then the insurance provided to the additional insured applies only to such "bodily injury" or "property damage" that occurs before the end of the period of time for which the "written contract requiring insurance" requires you to provide such coverage or the end of the policy period, whichever is earlier. 2. The following is added to Paragraph 4.a. of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: The insurance provided to the additional insured is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the additional insured for a loss we cover. However, if you specifically agree in the "written contract requiring insurance" that this insurance provided to the additional insured under this Coverage Part must apply on a primary basis or a primary and non-contributory basis, this insurance is primary to other insurance available to the additional insured which covers that person or organizations as a named insured for such loss, and we will not share with the other insurance, provided that: (1) The "bodily injury" or "property damage" for Mich coverage is sought occurs; and (2) The "personal injury" for which coverage is sought arises out of an offense committed; after you have signed that "written contract requiring insurance". But this insurance provided to the additional insured still is excess over valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the additional insured when that person or organization is an additional insured under any other insurance. ©2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 2 Includes the copyrighted material of Insurance Services Office, Inc., with its permission COMMERCIAL GENERAL LIABILITY 3. The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: We waive any right of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal injury" arising out of "your work" performed by you, or on your behalf, done under a "written contract requiring insurance" with that person or organization. We waive this right only where you have agreed to do so as part of the "written contract requiring insurance" with such person or organization signed by you before, and in effect when, the "bodily injury" or "property damage" occurs, or the "personal injury" offense is committed. Page 2 of 2 4. The following definition is added to the DEFINITIONS Section: "Written contract requiring insurance" means that part of any written contract under which you are required to include a person or organization as an additional insured on this Coverage Part, provided that the "bodily injury" and "property damage" occurs and the "personal injury" is caused by an offense committed: a. After you have signed that written contract; b. While that part of the written contract is in effect; and c. Before the end of the policy period. 02015 The Travelers Indemnity Company. All rights reserved. CG D3 81 09 15 Includes the copyrighted material of Insurance Services Office, Inc., with its permission WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be % of the California workers' compensation premium otherwise due on such remuneration. Schedule Additional premium is a percent of the California Manual Workers Compensation premium. Subject to a minimum premium charge of $ Person or Organization Job Description ANY PERSON OR ORGANIZATION FOR WHICH THE NAMED INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO THE ACCIDENT OR LOSS TO FURNISH THIS WAIVER. For attachment to Policy No. WC629I462442047 WC 04 03 06 Ed: 04/1984 Effective Date 05/01/2017 Premium $ Page 1 of 1 RESOLUTION NO. 2017 — 130 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE A TWO-YEAR AGREEMENT WITH NV5, INC., FOR A NOT -TO -EXCEED AMOUNT OF $1,000,000 TO PROVIDE ON -CALL PROJECT SUPPORT SERVICES FOR NATIONAL CITY'S CAPITAL IMPROVEMENT PROGRAM, INCLUDING, BUT NOT LIMITED TO, PROJECT MANAGEMENT; ENGINEERING; CONSTRUCTION MANAGEMENT, INSPECTIONS, AND CERTIFIED PAYROLL; PLAN REVIEWS; CONSTRUCTABILITY REVIEWS; LAND SURVEYING; ENVIRONMENTAL ASSESSMENTS; GEOTECHNICAL; ADA COMPLIANCE; GIS; UTILITY DESIGN AND COORDINATION; CONSTRUCTION SUPPORT; COMMUNITY OUTREACH AND COMMUNICATIONS; AND AUTHORIZING THE CITY MANAGER TO EXECUTE ANY PROJECT -SPECIFIC SUPPLEMENTAL AGREEMENTS, AS MAY BE REQUIRED FOR GRANT FUNDED PROJECTS WHEREAS, the Engineering Department issued Requests for Proposals to professional firms to provide on -call project support services for National City's Capital Improvement Program ("CIP"), including, but not limited to, project management; engineering; construction management, inspections and certified payroll; plan reviews; constructability reviews; land surveying; environmental assessments; geotechnical; ADA compliance; GIS; utility design and coordination; construction support; community outreach and communications; and WHEREAS, 51 responses to the Requests for Proposals were received and reviewed, taking into consideration, among other things, past performance history, knowledge of the environment, the type of services offered, and the cost to the City; and WHEREAS, staff recommends NV5, Inc., for a not -to -exceed amount of $1,000,000 to provide on -call project support services for National City's CIP, including, but not limited to, project management; engineering; construction management, inspections and certified payroll; plan reviews; constructability reviews; land surveying; environmental assessments; geotechnical; ADA compliance; GIS; utility design and coordination; construction support; community outreach and communications; and WHEREAS, the City has determined that NV5, Inc., is qualified by experience and ability to perform the services desired by the City, and NV5, Inc., is willing to perform such services for the not to exceed amount of $1,000,000 from June 20, 2017 through June 19, 2019. NOW, THEREFORE, BE IT RESOLVED that the City Council hereby approves the selection of NV5, Inc., and authorizes the Mayor to execute an Agreement with NV5, Inc., in the not to exceed amount of $1,000,000 to provide on -call project support services for National City's CIP, including, but not limited to, project management; engineering; construction management, inspections and certified payroll; plan reviews; constructability reviews; land surveying; environmental assessments; geotechnical; ADA compliance; GIS; utility design and coordination; construction support; community outreach and communications. Said Agreement is on file in the office of the City Clerk. BE IT FURTHER RESOLVED that the City Council hereby authorizes the City Manager to execute any project -specific supplemental agreements as may be required for grant funded projects. [Signature Page to Follow] Resolution No. 2017 — 130 Page Two PASSED and ADOPTED this 20`h day of June, 2 . on Morrison, Mayor ATTEST: 2LJi a Michael R. Dalla, Cit Clerk APPROVED AS TO FORM: Passed and adopted by the Council of the City of National City, California, on June 20, 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 164, City Clerk of the City ofi ational City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2017-130 of the City of National City, California, passed and adopted by the Council of said City on June 20, 2017. City Clerk of the City of National City, California By: Deputy CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT MEETING DATE: June 20, 2017 AGENDA ITEM NO. 40 liorfEM TITLE: Resolution of the City Council of the City of National City, 1) authorizing the Mayor to execute a two-year Agreement with NV5, Inc. for a not -to -exceed amount of $1,000,000 to provide on -call project support services for National City's Capital Improvement Program (CIP), including, but not limited to, project management; engineering; construction management, inspections and certified payroll; plan reviews; constructability reviews; land surveying; environmental assessments; geotechnical; ADA compliance; GIS; utility design and coordination; construction support; community outreach and communications; and 2) authorizing the City Manager to execute any project -specific supplemental agreements, as may be required for grant funded projects. PREPARED BY: Stephen Manganiello PHONE: 619-336-4382 EXPLANATION: /7 See attached. /(( �/ DEPARTMENT: Engineering/Public Works APPROVED BY: FINANCIAL STATEMENT: ACCOUNT NO. APPROVED: APPROVED: Finance MIS Funds are appropriated in various CIP accounts for FY 2017; funding for subsequent fiscal years is dependent on future CIP appropriations as part of annual budget and/or future grant awards. ENVIRONMENTAL REVIEW: N/A ORDINANCE: INTRODUCTION: FINAL ADOPTION: STAFF RECOMMENDATION: Adopt Resolution executing an Agreement with NV5, Inc. for a not -to -exceed amount of $1,000,000 to provide on -call project support services for National City's CIP. BOARD / COMMISSION RECOMMENDATION: N/A ATTACHMENTS: 1. Explanation 2. Agreement 3. Resolution R ,s0\)vvv4N N0. a0vn-‘a0 Explanation: National City's Capital Improvement Program (CIP) estimates approximately $80 million in capital needs over the next five years. Approximately $67 million (or 84%) is available through traditional funding sources and existing grant awards. The City will need to explore alternative funding options and continue to aggressively pursue competitive grant opportunities to fund the remaining, approximately $13 million in capital needs. Projects include, for example, corridor enhancements for traffic calming, pedestrian / bicycle safety (including Americans with Disabilities Act compliance) and smart growth redevelopment; road diets and complete streets; safe routes to school; traffic signal modifications; new street lights; sewer replacement and upsizing; storm drain improvements and implementation of Low -Impact Development (LID) measures for treatment of urban storm water runoff; drought tolerant landscaping; park amenities; and energy efficiency upgrades to City -owned buildings. In order to successfully design, manage and construct these projects, the Engineering & Public Works Department advertised a Request for Qualifications (RFQ) for various engineering, architectural and construction support services on February 2, 2017. Additional services requested via the RFQ include, for example, plan and map reviews, preparation of plat and legal descriptions, sewer system management and financial administration, and environmental compliance involving storm water, wastewater and hazardous materials. The RFQ was advertised on the City's website, published in the San Diego Union Tribune, and e-mailed to over 100 professional consulting firms. The Department received 51 Statement of Qualifications (SOQs) from various firms by the March 6, 2017 deadline. Copies of the SOQs received are available in the Office of the City Engineer. Based on the strength of their SOQ, interview and past performance, staff recommends executing a two-year Agreement (with the option to extend for one additional year) with NV5, Inc. for a not -to -exceed amount of $1,000,000 to provide on -call project support services for National City's CIP, including, but not limited to, project management; engineering; construction management, inspections and certified payroll; plan reviews; constructability reviews; land surveying; environmental assessments; geotechnical; ADA compliance; GIS; utility design and coordination; construction support; community outreach and communications. See Exhibit "A" for general scope of work and Exhibit "B" for schedule of fees (to remain fixed throughout the term of the Agreement). Services will be provided "as -needed" based on available funding and capital priorities. In addition, staff recommends authorizing the City Manager to execute any project - specific supplemental agreements, as may be required for grant funded projects. These supplemental agreements would reference the terms and conditions of the attached master on -call Agreement, while incorporating additional project -specific grant requirements for use of consultant support services. Authorization to accept and appropriate grant funds, and execute grant agreements with the awarding agency (e.g. Caltrans, SANDAG, etc.) would still require separate City Council action. and AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND NV5, INC. THIS AGREEMENT is entered into on this 20th day of June, 2017, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and NV5, INC., a corporation (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide on -call project support services for National City's Capital Improvement Program (CIP). WHEREAS, on February 2, 2017, the Engineering & Public Works Department advertised a Request for Qualifications (RFQ) for on -call project support services for National City's CIP; WHEREAS, on March 6, 2017, the CONSULTANT submitted a Statement of Qualifications (SOQ) in response to the RFQ, consistent with the requirements of the RFQ; WHEREAS, the CITY has determined that the CONSULTANT is an engineering firm; WHEREAS, based on evaluation of the CONSULTANT'S SOQ and interview, the CITY has determined that the CONSULTANT 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 on -call project support services for National City's Capital Improvement Program (CIP), 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 June 20, 2017. The duration of this Agreement is for the period of June 20, 2017 through June 19, 2019. This Agreement may be extended by mutual agreement upon the same terms and conditions for an additional one (1) year term. Any extension of this Agreement must be approved in writing by the City Council. -1- 3. SCOPE OF SERVICES. The CONSULTANT will perform services as set forth in the attached Exhibit "A", including, but not limited to, project management; engineering; construction management, inspections and certified payroll; plan reviews; constructability reviews; land surveying; environmental assessments; geotechnical; ADA compliance; GIS; utility design and coordination; construction support; community outreach and communications. The CONSULTANT will be expected to submit proposals for individual task orders in a timely manner, consistent with the general scope of services in Exhibit "A". Task order proposals shall include a detailed scope of work, schedule of deliverables and "not -to - exceed" cost estimate. The Project Coordinator will issue a Notice to Proceed upon approval of each individual task order. After issuance of a Notice to Proceed for each individual task order, the CONSULTANT will only receive compensation for actual work performed, on a time and materials basis, consistent with the detailed scope of work and within the limits of the "not -to - exceed" cost estimate. The CONSULTANT shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the CITY. 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. Phil Kern, P.E., Assistant Project Manager, thereby is designated as the Project Director for the CONSULTANT. 5. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT shall be based on monthly billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work described in Exhibit "A" shall not exceed $1,000,000. The compensation for the CONSULTANT'S work shall not exceed the rates set forth in Exhibit "B". The CITY will not accept CONSULTANT "mark-ups" for services provided by SUBCONSULTANTS. Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with the general scope of services in Exhibit "A", and the detailed scope of work and schedule of deliverables provided for individual task orders, as determined by the Project Coordinator. The CONSULTANT shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY, and for furnishing of copies to the CITY, if requested. Standard Agreement Page 2 of 11 Revised May 2017 NV5 City of National City and -2- 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 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 Standard Agreement Page 3 of 11 City of National City and Revised May 2017 NV5 -3- CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or SUBCONSULTANTS, as the CONSULTANT may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONSULTANT with its SUBCONSULTANT(S) shall require the SUBCONSULTANT(S) to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CITY nor its officers, agents, or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANT'S employees, except as herein set forth, and the CONSULTANT or the CONSULTANT'S agents, servants, or employees are not in any manner agents, servants, or employees of the CITY, it being understood that the CONSULTANT its agents, servants, and employees are as to the CITY wholly independent CONSULTANT, and that the CONSULTANT'S obligations to the CITY are solely such as are prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, in the performance of the services to be provided herein, shall comply with all applicable state and federal statutes and regulations, and all applicable ordinances, rules, and regulations of the City of National City, whether now in force or subsequently enacted. The CONSULTANT and each of its SUBCONSULTANT(S), shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONSULTANT represents and covenants that the CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONSULTANT to practice its profession. 12. STANDARD OF CARE. A. The CONSULTANT, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONSULTANT'S trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT'S employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this Agreement, the CONSULTANT warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONSULTANT'S professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the 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 Standard Agreement Page 4 of 11 City of National City and Revised May 2017 NV5 -4- diligence under this sub -section will render the CONSULTANT liable to the CITY for any increased costs that result from the CITY'S later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONSULTANT shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 14, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONSULTANT, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONSULTANT without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONSULTANT shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. CONSULTANT shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 15. 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 Standard Agreement Page 5 of 11 Revised May 2017 NV5 City of National City and -5- 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 Labor 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. 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 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 Standard Agreement Page 6 of 11 Revised May 2017 NV5 City of National City and -6- shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY's Risk Manager, at the address listed in subsection G below, 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. The Certificate Holder for all policies of insurance required by this Section shall be "City of National City, c/o Risk Manager, 1243 National City Boulevard, National City, CA 91950-4397. H. Insurance shall be written with only insurers authorized to conduct business in California 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 of 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. I. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY'S Risk Manager. If the CONSULTANT does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. J. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. K. If the CONSULTANT maintains broader coverage or higher limits (or both) than the minimum limits shown above, the CITY requires and shall be entitled to the broader coverage or higher limits (or both) maintained by the CONSULTANT. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to 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. TERMINATION. Standard Agreement Page 7 of 11 Revised May 2017 NV5 City of National City and -7- A. This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 60-day's written notice to the CONSULTANT. During said 60-day period the CONSULTANT shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by the CONSULTANT in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONSULTANT as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONSULTANT, whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONSULTANT shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONSULTANT'S breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 7. E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONSULTANT; (2) a reorganization of the CONSULTANT for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONSULTANT. 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 Standard Agreement Page 8 of 11 Revised May 2017 NV5 City of National City and -8- To CONSULTANT: Phil Kern, P.E. Assistant Project Manager NV5, Inc. 15092 Avenue of Science, Suite 200 San Diego, CA 92128 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. 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 Section 21 by the CONSULTANT. 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. 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 Standard Agreement Revised May 2017 Page 9 of 11 City of National City and NV5 -9- shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state, or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. To the extent any exhibits, 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 Standard Agreement Page 10 of 11 City of National City and Revised May 2017 NV5 -10- has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY By: Ron Morrison, Mayor APPROVED AS TO FORM: Angil P. Morris -Jones City Attorney By: Roberto M. Contreras Deputy City Attorney Carme Bv: Standard Agreement Page 11 of 11 Revised May 2017 NV5 Kasner, Regional Managing Director Jo OBrien, fficer City of National City and -11- EXHIBIT "A" March 6, 2017 Stephen Manganiello Director of Public Works/City Engineer City of National City Engineering & Public Works Department 1243 National City Boulevard National City, CA 91950 NV5 Subject: On -Call Project Support Services for National City's Capital Improvement Program (CIP) Dear Mr. Manganiello, The City of National City is seeking professional consultants to provide on -call project support services for the City's Capital Improvement Program (CIP). In order to successfully complete these critical projects, the City needs a partner who will not only support the projects the City is aware of, but a partner who can look at each project and see the big picture —providing recommendations for cost effective designs based on extensive past experience, knowledge of the City and local environment, and a vision that supports the City's ultimate project goals. NV5 has assembled a team with the knowledge and experience to be this partner to the City. NV5 has been proud to support the City through providing services as an extension of City staff and we wish to continue working with the City by providing the City with the following tangible benefits: A Project Team to Create Success. In addition to being experts in their respective fields, nearly all of our team members have recently delivered CIP projects for the City, and it is our goal to preserve that level of continuity. Our Project Manager, Carmen Kasner, PE and our Assistant Project Manager, Phil Kern, PE, will provide proactive management of your on -call contract. Carmen and Phil's extensive past experience gives them the ability to understand the parameters and standards necessary to define and execute almost any on -call task order. Recent and Relevant Experience Supporting the City NV5 is currently providing services to the City as a subconsultant. Through this contract we have become intimately familiar with the City, your stakeholders, procedures and your ultimate project goals. This experience will reduce and potentially eliminate the need for time to get up to speed and learn the inner workings of the City's CIP. Expertise in On -Call Consulting. NV5 is a leader in providing on -call consulting to public agencies, having performed these services for more than 50 agencies throughout California including the cities of Imperial Beach, Menifee and Carlsbad; the counties of Imperial and San Diego; the San Diego County Regional Airport Authority; and the Bureau of Land Management to name a few. Through this work we have learned that capacity, clear communication, strong project management skills and technical excellence are the keys to successful on -call project delivery. Unparalleled Local Knowledge and Resources. NV5 has a long-established history working throughout San Diego County, has maintained an office here for more than forty years and some of our staff members have been working for the City for over five years. Our San Diego office is located thirty minutes from the City. This experience and close proximity allow our team to attend meetings quickly, address on -site issues directly, and participate in community outreach efforts. Our past experience allows us to provide an exceptionally strong understanding of local agency regulations, policies and permitting requirements that will help to facilitate the project process. NV5 has the depth of resources, strong working relationships, and stability to be your on -call engineering consultant, ensuring your projects are completed cost effectively, without delay, with accountability and with the highest level of quality. Please feel free to contact Phil Kern at 858.385.2171 or phil.kern@nv5.com if you should need any further information. Sincerely, NYS, Inc. Carmen C. Kasner, PE Principal -in -Charge / Project Manager Philip R. Kern, PE M.ASCE Assistant Project Manager CONSTRUCTION QUALITY ASSURANCE - INFRASTRUCTURE - ENERGY - PROGRAM MANAGEMENT - ENVIRONMENTAL -12- Executive Summary NV5 is interested in working with the City to provide on -call services in support of your CIP. Our goal in preparing this proposal is to convey our abilities to you — the management skills, technical resources and value from our tem member's experience and our extensive history of providing on -call services that we bring to this opportunity. CONTACT INFORMATION NV5 has been providing engineering services since the firm's founding in 1949. We are a recognized industry leader, consistently ranking in the ENR's list of top A/E's design firms —currently at 75 and moving up! Our San Diego office, opened in 1969, is a leader in providing value added services to public and private agencies throughout Southern California. NV5, as a whole, has 1,500 employees in 72 offices. Our mission is to consistently deliver successful tasks, completed on - time and within budget to the City for the duration of this contract. Phil Kern, PE will be the main day to day contact for this contract. TEAM ORGANIZATION AND KEY PERSONNEL Our team is led by Carmen Kasner, PE and Phil Kern, PE. Carmen has been providing on -call, as -needed services to municipalities throughout California for almost 30 years. Phil has recently managed CIP projects for the City and will use this knowledge to proactively manage any task order assigned. The remainder of the project team have all worked with local agencies providing support for on -call contracts and many have worked directly with the City supporting your own CIE EXPERIENCE AND TECHNICAL COMPETENCE A cornerstone of NV5's expertise is the provision of technical engineering services for on call, task - order related projects. We understand that flexibility and responsiveness are critical in order to ramp up or down based upon conditions. Our firm is structured to provide staff on very short turnaround times responding to rapidly changing priorities and project needs. NV5 has demonstrated through our on -call contracts that we are quick to respond with the correct team to solve any issue. We have provided samples showing our past experience providing these services. On -Call Project Support Services for CIP 1 National City P2268170I87 3 METHODS PROPOSED TO ACCOMPLISH THE WORK Our approach to on -call contracts has been developed over many years. We continually refine these procedures to provide comprehensive process improvement. NV5 will begin each project with the preparation of a Project Work Plan (PWP), which focuses our team's attention on the critical success factors needed for quality, on -time, and on -budget project delivery. Our PWP will focus on the Scope of Services, identify all stakeholders, and determine how coordination and review will occur during project execution. NV5 will modify the PWP and develop a project budget and a staffing plan. These procedures are just a sample of the close attention that our team pays to every project that we undertake. We understand that each task order is important and deserves the same attention to detail no matter how large or small. FINANCIAL MANAGEMENT AND ACCOUNTING SYSTEM As a publicly held consulting firm, NV5 has to meet exacting standards when it comes to our financial management and accounting systems. We have well established systems in place to successfully manage any and all task orders that may come out of this on -call contract. SIGNED AMENDMENT We have included the signed amendment as requested. NV5 -13- Team Organization and Key Personnel STAFFING PLAN 5 One of the keys to successful delivery of projects through on -call and as -needed contracts is the proper allocation of resources, both from a technical specialty perspective and a production perspective. For this contract with the City we are prepared to dedicate the talents of registered engineers, licensed land surveyors and seasoned technical experts in more than ten disciplines, many of whom have previous experience working with National City: • Civil Engineering (includes streets and sewer infrastructure) • Structural Engineering • Mechanical Engineering • Electrical Engineering • Traffic Engineering • ADA Compliance • Geographic Information Systems (GIS) • Utility Design & Coordination (includes Rule 20A Undergrounding & Joint Trench) • Land Surveying (perform field surveying prepare plat & legal descriptions) • Geotechnical (includes Soils & Materials Testing) • Environmental Engineering, Planning & Design • Construction Management & Inspections (includes Certified Payroll) • Plan and Map Reviews • Constructability Reviews • Grant Applications and Management • Capital Needs Assessment and Asset Management One of the principal reasons for our success on on -call contracts is that technical or specialty resources are identified and allocated when the scope and budget for the task order are prepared, not hastily cobbled together after the Notice to Proceed is received. The scope and hours for each discipline is clearly spelled out before the project begins, whether the resource is in-house or an outside subconsultant. All task order requests and associated allocation of resources will be managed by Phil Kern, our assistant project manager and day to day contact for this contract. Having a depth of resources available within arm's length is also critical to delivering larger projects or dealing with those unforeseen project emergencies that crop up occasionally NV5 provides that depth within our San Diego office with 31 registered engineers, 10 licensed land surveyors and over 190 total employees. Our experience indicates that the most resource -intensive part of public works projects is typically CADD production, and we have over 30 highly proficient CADD operators using AutoCad and GIS platforms (with related hydrology, hydraulics, structural and other design software) in the San Diego office that are available in times of need. An organization chart for our team and resumes for our key team members are on the pages that follow. NV5 is committing to the City that these qualified staff members and consultants will be available to deliver the City's projects. On -Call Project Support Services for OP j National City P2268170187 NVS -14- EXHIBIT "B" National City Charge Rates Effective 7/1/17 - 7/1/19 NV5 Office: Technical Services Engineering Aide/Planning Aide $70.00/hour Project Assistant $96.00/hour Project Administrator $120.00/hour CADD Technician I $105.00/hour CADD Technician II $130.00/hour CADD Technician III $136.00/hour Senior CADD Technician/Designer $145.00/hour Design Supervisor $160.00/hour Plan Check Services $150.00/hour Conditions of Approval Development $170.00/hour Professional Junior Engineer/Planner/Surveyor $110.00/hour Assistant Engineer/Planner/Surveyor $135.00/hour Associate Engineer/Planner/Surveyor $160.00/hour Senior Engineer/Planner/Surveyor $176.00/hour Manager $185.00/hour Structural Engineer $176.00/hour Associate $195.00/hour Principal $210.00/hour Field Construction Management* Junior Field Engineer $118.00/hour Assistant Field Engineer $140.00/hour Associate Field Engineer $152.00/hour Senior Field Engineer $159.00/hour Construction Manager $174.00/hour Surveying* 1-Person Survey Crew (GPS) (Robotic) $185.00/hour 1-Person Survey Crew $147.00/hour 2-Person Survey Crew $252.00/hour 3-Person Survey Crew $335.00/hour Survey Manager $191.00/hour GIS Analyst $155.00/hour Expenses Plotting and In -House Reproduction 1.10 x Cost Subsistence 1.10 x Cost Mileage - Outside Local Area Per Accepted IRS Rate Rates will be effective through 7/1/2019 and will increase by 3% or CPI whichever is less each subsequent year of the contract. *Field service rates for Construction Management and Surveying are based on the Prevailing Wage determination by the Department of Industrial Relations. Construction Management rates expire June 30, 2017 and Surveying rates are expected to be adjusted in the near future. When the new rates are published, the rates for these services will be adjusted accordingly. -15- NV5 National City Charge Rates - Subconsultants Effective 7/1/17 - 7/1/19 STC Traffic 7\G Effective Through 7/1/19 C�e Senior Principal Manager $210.00/hour Principal Manager $195.00/hour Sr. Project Manager $175.00/hour Project Manager $160.00/hour Construction Manager $150.00/hour Project Technical Specialist $150.00/hour Senior Planner $150.00/hour Senior Project Engineer $145.00/hour Construction Engineer/Inspector $135.00/hour Project Engineer $130.00/hour Associate Engineer $115.00/hour Assistant Engineer $100.00/hour Engineering Intern $ 60.00/hour <eze Group _Z= Effective Through 7/1/19 G OUP LLC Principal $198.00/hour Accessibility Spec aiilsts Effective Through 7/1/19 CASp Compliance Specialist $150.00/hour / ACCESSI3ILITY V SPECIALISTS -16- ACCORCP DATE (MM/DO/YYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE317 HOLODER. 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. CERTIFICATE OF LIABILITY INSURANCE IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Cavignac & Associates 450 B Street, Suite 1800 San Diego CA 92101 INSURED NV5, Inc. 15092 Avenue of Science, Suite 200 San Diego, CA 92128 NV5INC0-01 NAME: Certificate Department 11,",oNN Fxt).619-744-0574 E-MAIL certificaes cav ADDRECS: tinac.com� g INSURER(S) AFFORDING COVERAGE INSURER A : Liberty Insurance Corporation (A/C. No): 619-234-8601 INSURER B :Travelers Property & Casualty Compa INSURER c : Berkley Insurance Company INSURERD:The First Liberty Insurance Corpora INSURER E : NAIC # 42404 25674 32603 33588 INSURER F : COV KEVISION NUMBER: THIS INDICATED. CERTIFICATE EXCLUSIONS INSR IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR TYPE OF INSURANCE ADDL INSD SUER WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY),(MM/DDIYYYY), POLICY EXP LIMITS B x COMMERCIAL GENERAL LIABILITY Y 6809H706339 5/1/2017 5/1/2018 $1,000,000 EACH OCCURRENCE CLAIMS -MADE X OCCUR DAMAGE TO RENTED $1,000,000 PREMISES (Ea occurrence] X Cross Liab/Sevin $10,000 MED EXP (Any one person) X $0 Deductible $1,000,000 PERSONAL 8 ADV INJURY GEN'L X AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY X Ter- X LOC PRODUCTS - COMP/OP AGG $2,000,000 OTHER: Stop Gap Liability $1,000,000 A AUTOMOBILE X LIABILITY ANY AUTO Y Y AS7Z91462442027 5/1/2017 5/1/2018 COMBINEDBINGLE LIMIT (Ea accident) $1,000,000 ALL OWNED SCHEDULED BODILY INJURY (Per person) $ A AUTOS AUTOS NON -OWNED BODILY INJURY (Per accident) $ HIRED AUTOS _ AUTOS PROPERTY DAMAGE (Per accident)_ $ $ A X UMBRELLA LIAB EXCESS LIAB X OCCUR TH7Z91462442037 5/1/2017 5/1/2018 EACH OCCURRENCE $10,000,000 CLAIMS -MADE $10,000,000 X AGGREGATE DED RETENTON$0 $ D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ,r / N y WC6Z91462442047 5/1/2017 5/1/2018PER X STATUTE ERH ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? N N 1 A E.L. EACH ACCIDENT $1,000,000 (Mandatory In NH) If yes, describe under E.L. DISEASE - EA EMPLOYEE $1,000,000 D DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $1,000,000 C Professional Liability AEC901463201 5/1/2017 5/1/2018 Each Claim $5,000,000 Aggregate $10,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: ID number. Additional Insured coverage applies to General Liability and Automobile Liability for The City of National City, its elected officials, officers, agents, employees and volunteers per policy form. Waiver of subrogation applies to Automobile Liability, and Workers Compensation per policy form. Professional Liability - Claims made form, defense costs included within limit. If the insurance company elects to cancel or non -renew coverage for any reason other than nonpayment of premium Cavignac & Associates,will provide 30 days notice of such cancellation or nonrenewal. CCD TICIPATc unl non City of National City Go Risk Manager 1243 National City Boulevard National City CA 91950-4397 ACORD 25 (2014/01) 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 -17- THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi- fied by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" under the Who Is An Insured Provi- sion of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. SCHEDULE Name of Person(s) or Organtzation(s): Any person or organization where the named insured has agreed by written contract to include such person or organization as a designated insured. (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to the endorsement.) Each person or organization shown in the Schedule is an "insured" for Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision contained in Section II of the Coverage Form. Policy No: AS7291462442027 Effective Date: 05/01/2017 Expiration Date: 05/01/2018 Sales Office: 02 3 7 Issued By: Liberty Insurance Corp . CA 20 48 02 99 Copyright, Insurance Services Office, Inc., 1998 Page 1 of 1 -18- Policy Number AS7Z91462442027 Issued by Liberty Insurance Corp. A. Coverage 1. Paragraph B.7. of SECTION IV - BUSINESS AUTO CONDITIONS is amended by the addition of the following: The coverage territory is extended to include Mexico but only if all of the following criteria are met: a. The "accidents" or "loss" occurs within 25 miles of the United States border; and b. While on a trip into Mexico for 10 days or less. 2. For coverage provided by this section of the endorsement, Paragraph B.5. Other Insurance in SECTION IV - BUSINESS AUTO CONDITIONS is replaced by the following: The insurance provided by this endorsement will be excess over any other collectible insurance. B. Physical Damage Coverage is amended by the addition of the following: If a "loss" to a covered "auto" occurs in Mexico, we will pay for such "loss" in the United States. If the covered "auto" must be repaired in Mexico in order to be driven, we will not pay more than the actual cash value of such "loss" at the nearest United States point where the repairs can be made. C. Additional Exclusions The following additional exclusions are added: This insurance does not apply: 1. If the covered "auto" is not principally garaged and principally used in the United States. 2. To any "insured" who is not a resident of the United States. XXIII. WAIVER OF SUBROGATION Paragraph A.5. in SECTION IV - BUSINESS AUTO CONDITIONS does not apply to any person or organization where the Named Insured has agreed, by written contract executed prior to the date of "accident", to waive rights of recovery against such person or organization. AC84070713 © 2013 Liberty Mutual Insurance. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 10of11 -19- Policy No. 6809H706339 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that you agree in a "written contract requiring insurance" to include as an additional insured on this Coverage Part, but: a. Only with respect to liability for "bodily injury", "property damage" or "personal injury'; and b. If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the "written contract requiring insurance" applies, or in connection with premises owned by or rented to you. The person or organization does not qualify as an additional insured: c. With respect to the independent acts or omissions of such person or organization; or d. For "bodily injury", "property damage" "personal injury" for which such person organization has assumed liability in contract or agreement. The insurance provided to such additional insured is limited as follows: e. This insurance does not apply on any basis to any person or organization for which coverage as an additional insured specifically is added by another endorsement to this Coverage Part. f. This insurance does not appty to the rendering of or failure to render any "professional services". In the event that the Limits of Insurance of the Coverage Part shown in the Declarations exceed the limits of liability required by the "written contract requiring insurance", the insurance provided to the additional insured shall be limited to the limits of liability required by that "written contract requiring insurance". This endorsement does not increase the limits of insurance described in Section III — Limits Of Insurance. g. CG D3 81 0915 or or a h. This insurance does not apply to "bodily injury" or "property damage" caused by "your work" and included in the '"products - completed operations hazard" unless the "written contract requiring insurance" specifically requires you to provide such coverage for that additional insured, and then the insurance provided to the additional insured applies only to such "bodily injury" or "property damage" that occurs before the end of the period of time for which the "written contract requiring insurance" requires you to provide such coverage or the end of the policy period, whichever is earlier. 2, The following is added to Paragraph 4.a. of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: The insurance provided to the additional insured is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the additional insured for a loss we cover. However, if you specifically agree in the "written contract requiring insurance" that this insurance provided to the additional insured under this Coverage Part must apply on a primary basis or a primary and non-contributory basis, this insurance is primary to other insurance available to the additional insured which covers that person or organizations as a named insured for such loss, and we will not share with the other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal injury" for which coverage is sought arises out of an offense committed; after you have signed that "written contract requiring insurance". But this insurance provided to the additional insured still is excess over valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the additional insured when that person or organization is an additional insured under any other insurance. ©2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 2 Includes the copyrighted material of Insurance Services Office, Inc., with its permission -20- COMMERCIAL GENERAL LIABILITY 3. The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — COMMERCIAL. GENERAL LIABILITY CONDITIONS: We waive any right of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal injury" arising out of "your work" performed by you, or on your behalf, done under a "written contract requiring insurance" with that person or organization. We waive this right only where you have agreed to do so as part of the "written contract requiring insurance" with such person or organization signed by you before, and in effect when, the "bodily injury" or "property damage" occurs, or the "personal injury" offense is committed. Page 2 of 2 4. The following definition is added to the DEFINITIONS Section: "Written contract requiring insurance" means that part of any written contract under which you are required to include a person or organization as an additional insured on this Coverage Part, provided that the "bodily injury" and "property damage" occurs and the "personal injury" is caused by an offense committed: a. After you have signed that written contract; b. While that part of the written contract is in effect; and c. Before the end of the policy period. ©2015 The Travelers Indemnity Company. All rights reserved. CG D3 81 09 15 Includes the copyrighted material of Insurance Services Office, Inc., with its permission -21- WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be % of the California workers' compensation premium otherwise due on such remuneration. Schedule Additional premium is a percent of the California Manual Workers Compensation premium. Subject to a minimum premium charge of $ Person or Organization Job Description ANY PERSON OR ORGANIZATION FOR WHICH THE NAMED INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO THE ACCIDENT OR LOSS TO FURNISH THIS WAIVER. For attachment to Policy No. WC6Z91462492047 WC 04 03 06 Ed: 04/1984 Effective Date 05/01/2017 Premium $ Page 1 of 1 _22_ RESOLUTION NO. 2017 — RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE A TWO-YEAR AGREEMENT WITH NV5, INC., FOR A NOT -TO -EXCEED AMOUNT OF $1,000,000 TO PROVIDE ON -CALL PROJECT SUPPORT SERVICES FOR NATIONAL CITY'S CAPITAL IMPROVEMENT PROGRAM, INCLUDING, BUT NOT LIMITED TO, PROJECT MANAGEMENT; ENGINEERING; CONSTRUCTION MANAGEMENT, INSPECTIONS, AND CERTIFIED PAYROLL; PLAN REVIEWS; CONSTRUCTABILITY REVIEWS; LAND SURVEYING; ENVIRONMENTAL ASSESSMENTS; GEOTECHNICAL; ADA COMPLIANCE; GIS; UTILITY DESIGN AND COORDINATION; CONSTRUCTION SUPPORT; COMMUNITY OUTREACH AND COMMUNICATIONS; AND AUTHORIZING THE CITY MANAGER TO EXECUTE ANY PROJECT -SPECIFIC SUPPLEMENTAL AGREEMENTS, AS MAY BE REQUIRED FOR GRANT FUNDED PROJECTS WHEREAS, the Engineering Department issued Requests for Proposals to professional firms to provide on -call project support services for National City's Capital Improvement Program ("CIP"), including, but not limited to, project management; engineering; construction management, inspections and certified payroll; plan reviews; constructability reviews; land surveying; environmental assessments; geotechnical; ADA compliance; GIS; utility design and coordination; construction support; community outreach and communications; and WHEREAS, 51 responses to the Requests for Proposals were received and reviewed, taking into consideration, among other things, past performance history, knowledge of the environment, the type of services offered, and the cost to the City; and WHEREAS, staff recommends NV5, Inc., for a not -to -exceed amount of $1,000,000 to provide on -call project support services for National City's CIP, including, but not limited to, project management; engineering; construction management, inspections and certified payroll; plan reviews; constructability reviews; land surveying; environmental assessments; geotechnical; ADA compliance; GIS; utility design and coordination; construction support; community outreach and communications; and WHEREAS, the City has determined that NV5, Inc., is qualified by experience and ability to perform the services desired by the City, and NV5, Inc., is willing to perform such services for the not to exceed amount of $1,000,000 from June 20, 2017 through June 19, 2019. NOW, THEREFORE, BE IT RESOLVED that the City Council hereby approves the selection of NV5, Inc., and authorizes the Mayor to execute an Agreement with NV5, Inc., in the not to exceed amount of $1,000,000 to provide on -call project support services for National City's CIP, including, but not limited to, project management; engineering; construction management, inspections and certified payroll; plan reviews; constructability reviews; land surveying; environmental assessments; geotechnical; ADA compliance; GIS; utility design and coordination; construction support; community outreach and communications. Said Agreement is on file in the office of the City Clerk. BE IT FURTHER RESOLVED that the City Council hereby authorizes the City Manager to execute any project -specific supplemental agreements as may be required for grant funded projects. [Signature Page to Follow] Resolution No. 2017 — Page Two PASSED and ADOPTED this 20th day of June, 2017. Ron Morrison, Mayor ATTEST: Michael R. Dalla, City Clerk APPROVED AS TO FORM: Angil P. Morris -Jones City Attorney CITY OF NATIONAL CITY Office of the City Clerk 1243 National City Blvd., National City, California 91950 619-336-4228 Michael R. Dalla, CMC - City Clerk July 11, 2017 Mr. Phil Kern NV5, Inc. 15092 Avenue of Science, Suite 200 San Diego, CA 92128 Dear Mr. Kern, On June 20th, 2017, Resolution No. 2017-130 was passed and adopted by the City Council of the City of National City, authorizing execution of an Agreement with NV5, Inc. We are enclosing for your records a certified copy of the above Resolution and a fully executed original Agreement. Sincerely, iat Michael R. Dalla, CMC City Clerk Enclosures