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HomeMy WebLinkAbout2017 CON Innovative Construction Consulting - Project Support Services CIP ProgramAGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND INNOVATIVE CONSTRUCTION CONSULTING SERVICES, LLC THIS AGREEMENT is entered into on this 6th day of June, 2017, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and INNOVATIVE CONSTRUCTION CONSULTING SERVICES, LLC, a limited liability company (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 and construction management 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 6, 2017. The duration of this Agreement is for the period of June 6, 2017 through June 5, 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; 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. Sean E. Gill, Owner/CEO, 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 $2,000,000. 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. 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 Standard Agreement Page 2 of 11 Revised May 2017 ICCS City of National City and 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 CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or SUBCONSULTANTS, as the CONSULTANT may deem Standard Agreement Revised May 2017 Page 3 of 11 City of National City and ICCS 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 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 Standard Agreement Revised May 2017 Page 4 of 11 City of National City and ICCS 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 the defense of any action, and CONSULTANT shall employ competent counsel, reasonably acceptable to the City Attorney. Standard Agreement Revised May 2017 Page 5 of 11 City of National City and ICCS 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 shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) Standard Agreement Revised May 2017 Page 6 of 11 City of National City and ICCS 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. 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 Standard Agreement Revised May 2017 Page 7 of 11 City of National City and ICCS 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 ICCS To CONSULTANT: Sean E. Gill Owner/CEO Innovative Construction Consulting Services, LLC P.O. Box 6211 Norco, CA 92860 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 ICCS 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 ICCS 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 INNOVATIVE CONSTRUCTION CONSULTING SERVICES, LLC By: By: on Morrison, Mayor APPROVED AS TO FORM: Angil P. Morris -Jones City Attorney By: RobertolM. Contreras Deputy City Attorney Standard Agreement Revised May 2017 Page 11 of 11 Gill, : "/CEO City of National City and ICCS CALIFORNIA NATIONAL CIn utzt UVCOarO rD EXHIBIT "A" Part 1— Required Documentation Cover Letter March 1, 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 Subject: On -Call Project Support Service for National City's Capital Improvement Program (CIP) Dear Mr. Manganiello, Innovative Construction Consulting Services, LLC (ICCS) specializes in supporting Government agencies on Public Works construction projects. These projects are typically under the scrutiny of the public eye, have a potential for political implications and require an attention to budgetary and scheduling details. When projects are delayed, the impacts can cost public agencies and tax payers thousands of dollars. ICCS takes pride in providing municipal agencies with construction managers and inspectors who thoroughly understand the entire capital improvement process from design, budget, and preparation of bid specifications to construction, scheduling, final inspections and closeout. ICCS prides itself in providing a high level of service on Public Works projects. ICCS holds a DBE and SBE State Certification and has done so for the past three years. Founded in 2009 and incorporated in 2016, ICCS provides leadership, enthusiasm, knowledge and support to your agency, including my past 33 years of experience in the industry. At ICCS we constantly monitor and explore industry technology and needs, seek ways to expand our level of customer service and support, and seek creative individuals to strengthen our existing team. One, if not the most, valuable service offered by ICCS is the ability to provide a dual perspective when overseeing a construction project. The experience from both the contractor and agency viewpoints, allows us to foresee and resolve dispute situations before they occur. In addition to our experience, our team has worked for and with municipal departments, private construction management and private contractors throughout Southern California, including San Diego. ICCS continues to invest in new tools such as laser levels, underground video cameras, and electronic locators necessary to provide cost saving measures to National City. On -Call Project Support Services for National City's Capital Improvement Program (CIP) 1-2 CALIFORNIA NATIONAL Mg Part 1— Required Documentation In addition, ICCS has staff with Confined Space training to facilitate inspection and support to National City staff when called to do so. I have had the privilege to work personally with the City of National City over the past five years, providing construction management and inspection on numerous projects, most recently Kimball Skate Park, Paradise Creek, Plaza & 14th, E. 16th & Grove. Also the A Avenue Green Street Project which was awarded the APWA Project of the year for 2016. Our knowledge of the inner workings, expectations and needs of the city has continued to allow us to offer support to new staff through organizational transitions within the City. With the understanding of the project types, city structure, staff, and relationships previously formed, ICCS continues to have the ability to assist National City on future projects with little or no downtime for transition, as well as to provide a quicker response to challenges that may arise. This integration supports National City's staff with their everyday duties by providing confidence in knowing that projects are being managed with the highest level of care and commitment. I am also well aware of National City's policies and procedures, including the high standards set for quality control and quality assurance. The experience gained working with National City continues to help identify needs and opportunities, allowing ICCS to come together with National City and work together successfully. National City will continue to receive my direct attention and oversight for all of your needs. I enjoy working with the staff at National City and I know our skills and experience complement the projects and tasks planned in the City's current CIP program. I look forward to continued success and representing National City with the most efficient and effective services available. If you have any questions, please feel free to contact me at 951-532-6483 or send me an email at sgill@iccsinc.net. Sincerely, Sean Gill On -Call Project Support Services for National City's Capital Improvement Program (CIP) 1-3 «- CALIFORNIA *« NATIONAL OTr C='1239 Part 1— Required Documentation Executive Summary Iccs... Dedicated to exceeding the needs of our customers Working together to complete projects successfully The ICCS team offers years of experience and service to many Public Agencies throughout Southern California. Every Agency has its own unique needs and expectations. ICCS identifies the needs and expectations specific to our customer ahead of time and understands why those needs exist. Doing so will help our team exceed the needs of our customer and allow us to successfully complete projects. Our team is dedicated to providing the highest level of customer service to National City for various services, primarily Construction Management and Inspection services, including Certified Payroll). ICCS is in the process of expanding its staff and is looking to collaborate with a small Engineering firm to provide additional services. These services have many elements critical to our success with National City. A key element is to proactively determine a detailed understanding of the City's goals and objectives in order to formulate detailed Construction Management strategies and implement those strategies immediately. Lessons learned on past projects have helped us identify the following key issues and formulate a plan for success: • Minimize Community Impacts (public convenience, traffic, safety, and accessibility) • Maximize Quality, Optimize Cost and Time Saving Measures • Streamline Coordination & Effective Decision -Making • Highly Responsive, Organized, Innovative, & Technically Competent Decisions • Ensuring Close Communication at all times • Maximize Cost Effective Engineering Strategies to optimize the City budget • Always Looking Ahead to anticipate change As part of our SOQ, experience is a key component. However, utilizing the experience of each team member properly is critical. Understanding the strengths of each individual and how those strengths complement each other can be the difference in a successful project v. just getting the job done. ICCS will provide National City a unique service with forward planning, dedicated team members and a response to any problems as they occur; second to none. In this SOQ, we will outline how we intend to accomplish those tasks, the benefits of our methods and providing examples of success when those tasks are performed correctly. ICCS is dedicated to exceeding the needs of National City and successfully working together to complete projects. On -Call Project Support Services for National City's Capital Improvement Program (CIP) 1-5 Innovative Construction' Consulting Services EXHIBIT "B" P.O. Box 6211 Norco CA 92860 Phone (951) 532-6483 gi11(c�iccsinc.net Construction Manager Asst. Project Manager Project Manager SWPPP Review Sr. Scheduler Administration Analyst Certified Payroll Review Contract Administrator Word Processor Deposition Court Appearance NATIONAL CITY SCHEDULE OF RATES & FEES Effective May 1, 2017 Professional Services Per Hour $180 PW Inspector (Prevailing Wage) $125 PW Inspector (PW) —1 1/2X $165 PW Inspector (PW) — 2X $135 Inspector (Std. Rate) $140 Inspector (Std. Rate) - 1 1/2X $102 Sr. Inspector $98 Sr. Inspector-1 1/2X $165 Specialty Inspector $80 Specialty Inspector - Overtime Litigation Support Services $250/Hr., 4 Hour Min. $275/Hr., $1,000 Min. $13V $180 $225 $128 $167 $148 $189 $151 $197 Rates listed above include all necessary resources labor, equipment, materials, incidental reports and related calculations, and transportation required to provide project services proposed. All rates are based on a 4 hour minimum for each worts day. If any additional services are required, please request the classification and a rate can be calculated for those services. Construction & Project Management j inspection ( Claim Processing/Anaiysis j CPM Scheduling I Time impact Analysis I SWPPP Preparation Constructability Reviews ACORbW CERTIFICATE OF LIABILITY INSURANCE DATE (MM5/23 7 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 have ADDITIONAL INSURED provisions or 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 ALLIANCE BUSINESS & COMMERCIAL 163 YORBA STREET TUSTIN , CA 92780 LICENSE # 0178912 CONTACT NAME: PHONE 714-832-8192 FAX 714-832-1763 (A/C. No. Esti: (A/C, No): ADDREAIL SS: ABCINS@PACBELL.NET INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: NORTHI-IELU INSURANCE COMPANY 27987 INSURED INNOVATIVE CONST CONSUL LLC CONSULTING SERVICES-SEAN GILL P.O. BOX 6211 NORCO, CA 92860 INSURER B : INTEGON NATIONAL INS.CO 29742 INSURER C: TOPA INSURANCE COMPANY 18031 INSURER D, LIBERTY SURPLUS INSURANCE CORP 10725 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: cu, • 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/DDIYYYY) POLICY EXP IMM/DDIYYYY) LIMITS A X COMMERCIAL GENERAL UABIUTY x X WS305244 4/15/2017 4/15/2018 EACH OCCURRENCE $DAMAGE 1,000,000 CLAIMS -MADE X OCCUR FRENTED PREMISESO(Ea occurrence) $ 100,000 MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 1 ,000,000 GEN'L AGGREGATE X LIMIT APPLIES PRO - PER: LOC GENERAL AGGREGATE $ 3,000,000 PRODUCTS - COMP/OP AGG $ 3,000,000 $ A AUTOMOBILE X _ LIABILITY ANY AUTO OWNED X X SCHEDULED AUTOS NON -OWNED AUTOS ONLY X X 12002215 4/15/2017 4/15/2018 Ea accideIn) tSINGLE LIMIT $ 1 ,000,000 BODILY INJURY (Per person) $ BODILY INJURY(Peraccdenti) $ PROPERTY DAMAGE (Per accident) $ $ C X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE X XL6606918-02 4/15/2017 4/15/2018 EACH OCCURRENCE $ 1,000,000 AGGREGATE $ 1.000,000 $ DED RETENTION $ E WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? Y (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below NIA X 9155208-2017 4/15/2017 4/15/2018 PER OTH- X STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1 000 E.L. DISEASE - POLICY LIMIT ,000 $ 1 000 000 PROFESSIONAL LIA ANE194260417 4/15/2017 4/15/2018 1,000,000 ERROR & OMISSION CLAIM MADE BASIS 5,000 DEDUCTIBLE LIMIT DESCRIPTION OF OPERATIONS 1 LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) THE FOLLOWING ARE NAMED AS ADDTIONAL INSUREDS ONLY AS TO RESPECTS TO THE INSUREDS OPERATION THE CITY OF NATIONAL CITY, ITS ELECTED OFFICALS, OFFICERS, AGENTS, AND EMPLOYEE'S PROJECT: ALL THOSE USUAL TO THE INSURED OR SOLELY TO THIS PROJECT OR LOCATION 10 DAY NOTICE OF CANCELLATION FOR NON-PAYMENT, 30 DAYS OTHER THAN NON PAYMENT OF PREMIUM CERTIFICATE HOLDER CANCELLATION CITY OF NATIONAL CITY C/O RISK MANAGER 1243 NATIONAL CITY BOULEVARD NATIONAL CITY, CA 91950-4301 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 STEVEN DEMONT ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (NON -CONTRACTORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS 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 is an insured, but: a. Only with respect to liability for "bodily injury" or "property damage"; b. if, and only to the extent that, the injury or damage la caused by your acts or omissions In the performance of your ongoing operations to which that written contract requiring insurance" applies or by the acts or omissions of any person or organization performing such ongoing operations on your behalf; and' c. Subject to the following limitations and conditions on the insurance provided to the additional Insured: (1) In the event that the Limits of insurance of this Coverage Part shown in the Declarations exceed the limits of liability required by the "written contract requiring insurance", the insurance provided to the additional insured will be limited to the limits of liability required by that "written contract requiring Insurance" and will not increase the limits of insurance described in SECTION III • LIMITS OF INSURANCE_ (2) 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 the "written contract requiring insurance" specifically requires that this insurance 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 organization as a named Insured for such loss, and we will not share with that other insurance. But the insurance provided to the additional insured still Is excess over any valid and collectfle 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 such other insurance. (3) The insurance provided to the additional Insured does not apply to: (a) Any person or organization for which ooverage as art additional insured specifically le scheduled by attachment of an endorsement under this Coverage Part, or for whom you have purchased an Owners And Contractors Protective Liability policy; (b) Any person or organization who distributes or sells 'your product" in the regular course of that person's or organization's business with respect to liability arising out of "your products"; (c) Any person or organization from whom you have acquired "your product", or any ingredient, part or container entering into, accompanying or containing such product with respect to liability arising out of "your product"; (d) Any premises owner, manager or lessor with respect to Fability arising out of the ownership, maintenance, or use of that part of any premises leased to you; (e) Any equipment lessor with respect to liability arising out of the maintenance, operation or use of equipment leased to you by such equipment lessor; S2e53-CG (11115) i'tF 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 2 (f) The independent acts or omissions of such additional Insured; or (g) "Bodily Injury" or "property damage" arising out of the providing, or failure to provide, any professional architectural, engineering or surveying services, including: (i) The preparing, approving or falling to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders or change orders, or the preparing, approving, or failing to prepare or approve, drawings and specifications; and (II) Supervisory, Inspection, architectural or engineering activities. 2. The following is added to the DEFINITIONS section: "Written contract requiring Insurance" means that part of any written contract or agreement under which you are required to include a person or organization as an additional Insured on this Coverage Part, provided that the "bodily injury" or "property damage" occurs: a. After the signing and execution of the contract or agreement by you; b. While that part of the contract or agreement is In effect; end c. Before the end of the policy period. S2863-CG (11/16) 0 2016 The Travelers Indemnity Company. AM rights reserved. Page 2 of 2 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The folowing is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: If the insured has agreed in a written contract or agreement to waive that insureds right of recovery against any person or organization, we waive our right of recovery against such person or organization, but only for payments we make because of: a. "Bodily injury" or "property damage" caused by an "occurrence" that takes piece; or b. "Personal and advertising injury" caused by an offense that is committed; subsequent to the execution of the written contract or agneement. 2016 The Travelers Indemnity Company. AN rights reserved. S28s7-CG (1/16) Includes copyrighted material of Insurance Services Office, Inc„ with Its permission, POLICY NUMBER: 12002215 COMMERCIAL AUTO CA 20 48 02 09 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 TRUCKS COWRAGE FORM With rum to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement This endorsement identifies persons) ar organization(s) who are "b*rrede" under the Who Is An Insured Provision of the Coverage Fort, This endorsement does not alter coverage prodded in the Coverage Form. This endorsement changes the policy effective an the hcepti n date of the policy unless another date is indwated below. Endorsement Effective: 5-23-2017 Named Insure& SEAN GILL DBA INNOVATIVE CONSTRUCTION CONSULTING SERVICES Countgrsigned By: ails&z:79— (Authorized Representative) SCHEDULE Name of Persnan(s) or O on(s): one City of National City, its elected outs, officers, agents, employees, volenteers " All protects for this addltional insured during this policy term (if no entry sppears above, information required to complete this endorsement will be shown in the Declarations as applicable to the ant.) Each person or organization shown in the Schedule is en "insured" for Liability Coverage, but only to the extent that person or orlon qualifies as an "insured" under the •Vl ,o Is. An Insured . Provision contained in Section !I of the Coverage Form. CA 20 48 02 9S Copyright, Insurance Services Oioe, Inc., 1998 Page 1 of 1 POLICY NUMBER: 12002215 COMMERCIAL. AUTO CA04441013 THIS ENDORSEMENT CHANGES THE POUGY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modites insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indlcated below. Named Insured: SEAN GILL DBA: INNOVATIVE CONSTRUCTION CONSULTING SERVICES Endorsement Effective Dale: SCHEDULE Name(s) Of Person(s) Or Organization(s) "The Cray of National City, its elected officals, officers, agents, employees, volunteers " Information required to complete this Schedule, if not shown above, wit be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation Is waived prior to the 'accident" or the loss' under a contract with that person or organization. CA04441013 0 Insurance Services Office, Inc., 2011 Page 1 of 1 STATE FUND ENDORSEMENT AGREEMENT BROKER COPY WAIVER OF SUBROGATION BLANKET BASIS 9155208-17 RENEWAL SP HOME OFFICE SAN FRANCISCO EFFECTIVE APRIL IS, 2017 AT 12.01 A.M. ALL EFFECTIVE DATES ARE AND EXPIRING APR I L 15, 2018 AT 12.01 A.M. AT 12:01 AM PACIFIC STAMARD TIME OR THE Tth1E INDICATED AT PACIFIC STANDARD TIME INNOVATIVE CONSTRUCTION CONSULTANT PO BOX 6211 NORCO, CA 92860 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 PROM US. THE ADDITIONAL PREMIUM FOR THIS ENDORSEMENT SHALL BE 2.00% OF THE TOTAL POLICY PREMIUM. SCHEDULE PERSON OR ORGANIZATION JOB DESCRIPTION ANY PERSON OR ORGANIZATION BLANKET WAIVER OF FOR WHOM THE NAMED INSURE1 SUBROGATION HAS AGREED BY WRITTEN CONTRACT TO FURNISH THIS WAIVER PAGE 1 OF 1 NOTHING IN THIS ENDORSEMENT CONTAINED SHALL. BE HELD TO VARY, ALTER, WAIVE OR EXTEND ANY OF THE TERMS, CONDITIONS, AGREEMENTS, OR LIMITATIONS OF THIS POLICY OTHER THAN AS STATED. NOTHING ELSEWHERE IN THIS POLICY SHALL BE HELD TO VARY, ALTER, WAIVE OR LIMIT THE TERMS, CONOPYIONS, AGREEMENTS OR LIMITATIONS OF THIS ENDORSEMENT. COUNTERSIGNED AND ISSUED AT SAN FRANCISCO: APR I L 3 , 2017 AUTHORIZED REPRESEINT IVE PRESIDENT AND CEO scar FO W 10217 VIEV,7. Oa4i 2572 OLD DP 217 RESOLUTION NO. 2017 — 89 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE A TWO-YEAR AGREEMENT WITH INNOVATIVE CONSTRUCTION CONSULTING SERVICES FOR A NOT -TO -EXCEED AMOUNT OF $2,000,000 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; 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; 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 Innovative Construction Consulting Services to provide on -call project support services for National City's Capital Improvement Program; and WHEREAS, the City has determined that Innovative Construction Consulting Services is qualified by experience and ability to perform the services desired by the City, and Innovative Construction Consulting Services is willing to perform such services for the not to exceed amount of $2,000,000 from June 6, 2017 through June 5, 2019. NOW, THEREFORE, BE IT RESOLVED that the City Council hereby approves the selection of Innovative Construction Consulting Services, and authorizes the Mayor to execute an agreement with Innovative Construction Consulting Services in the not to exceed amount of $2,000,000 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; 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 — 89 Page Two PASSED and ADOPTED this 6th day of June, 2017. on Morrison, Mayor ATTEST: 4 , y Cl Mierk c ael R. Dalla APPROVED AS TO FORM: orris -Jones y Attorney Passed and adopted by the Council of the City of National City, California, on June 6, 2017 by the following vote, to -wit: Ayes: Councilmembers Cano, Mendivil, Morrison, Rios, Sotelo-Solis. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California City Clerk of the City o National City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2017-89 of the City of National City, California, passed and adopted by the Council of said City on June 6, 2017. City Clerk of the City of National City, California By: Deputy CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT MEETING DATE: June 6, 2017 AGENDA ITEM NO. 27 ITEM TITLE: Resolution of the City Council of the City of National City, 1) authorizing the Mayor to execute a two-year Agreement with Innovative Construction Consulting Services (ICCS) for a not -to -exceed amount of $2,000,000 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; 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: See attached. FINANCIAL STATEMENT: ACCOUNT NO. DEPARTMENT: Engineering/Public Works APPROVED BY: OQc\G\NAV - OQ,\G\-1A‘+- MAWtt) - 0 CONS ,f\C`0f, OG/14AI 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 Innovative Construction Consulting Services (ICCS) for a not -to -exceed amount of $2,000,000 to provide on -call projeet^support services for National City's CIP. BOARD / COMMISSION RECOMMENDATION: N/A ATTACHMENTS: 1. Explanation 2. Agreement 3. Resolution R�s0 \otso. 'Awl -9)q 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 Innovative Construction Consulting Services (ICCS) for a not -to -exceed amount of $2,000,000 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; 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. AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND INNOVATIVE CONSTRUCTION CONSULTING SERVICES, LLC THIS AGREEMENT is entered into on this 6th day of June, 2017, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and INNOVATIVE CONSTRUCTION CONSULTING SERVICES, LLC, a limited liability company (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 and construction management 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 6, 2017. The duration of this Agreement is for the period of June 6, 2017 through June 5, 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; 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. Sean E. Gill, Owner/CEO, 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 $2,000,000. 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. 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 Standard Agreement Page 2 of 11 Revised May 2017 ICCS City of National City and -2- 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 CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or SUBCONSULTANTS, as the CONSULTANT may deem Standard Agreement Page 3 of 11 Revised May 2017 ICCS City of National City and 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 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 Standard Agreement Page 4 of 11 City of National City and Revised May 2017 ICCS -4- 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 the defense of any action, and CONSULTANT shall employ competent counsel, reasonably acceptable to the City Attorney. Standard Agreement Page 5 of 11 Revised May 2017 ICCS City of National City and 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 shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) Standard Agreement Page 6 of 11 Revised May 2017 ICCS City of National City and -6- 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. 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 Standard Agreement Revised May 2017 Page 7 of 11 City of National City and ICCS -7- 9r 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 ICCS To CONSULTANT: Sean E. Gill Owner/CEO Innovative Construction Consulting Services, LLC P.O. Box 6211 Norco, CA 92860 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 Page 9 of 11 City of National City and Revised May 2017 ICCS -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 parry's counsel and advisors have reviewed this Agreement, (v) each party Standard Agreement Page 10 of 11 Revised May 2017 ICCS City of National City and -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 INNOVATIVE CONSTRUCTION CONSULTING SERVICES, LLC By: By: Ron Morrison, Mayor / Sea APPROVED AS TO FORM: Angil P. Morris -Jones City Attorney By: Roberto M. Contreras Deputy City Attorney Standard Agreement Revised May 2017 Page 11 of 11 wner/CEO City of National City and ICCS -11- EXHIBIT "A" Part 1— Required Documentation Cover Letter March 1, 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 Subject: 0n-Call Project Support Service for National City's Capital Improvement Program (CIP) Dear Mr. Manganiello, Innovative Construction Consulting Services, LLC (ICCS) specializes in supporting Government agencies on Public Works construction projects. These projects are typically under the scrutiny of the public eye, have a potential for political implications and require an attention to budgetary and scheduling details. When projects are delayed, the impacts can cost public agencies and tax payers thousands of dollars. ICCS takes pride in providing municipal agencies with construction managers and inspectors who thoroughly understand the entire capital improvement process from design, budget, and preparation of bid specifications to construction, scheduling, final inspections and closeout. ICCS prides itself in providing a high level of service on Public Works projects. ICCS holds a DBE and SBE State Certification and has done so for the past three years. Founded in 2009 and incorporated in 2016, ICCS provides leadership, enthusiasm, knowledge and support to your agency, including my past 33 years of experience in the industry. At ICCS we constantly monitor and explore industry technology and needs, seek ways to expand our level of customer service and support, and seek creative individuals to strengthen our existing team. One, if not the most, valuable service offered by ICCS is the ability to provide a dual perspective when overseeing a construction project. The experience from both the contractor and agency viewpoints, allows us to foresee and resolve dispute situations before they occur. In addition to our experience, our team has worked for and with municipal departments, private construction management and private contractors throughout Southern California, including San Diego. ICCS continues to invest in new tools such as laser levels, underground video cameras, and electronic locators necessary to provide cost saving measures to National City. On -Call Project Support Services for National City's Capital Improvement Program (CIP) 1-2 -12- «- Ci ORNhA •s" NATIONAL CITY Part 1— Required Documentation In addition, ICCS has staff with Confined Space training to facilitate inspection and support to National City staff when called to do so. I have had the privilege to work personally with the City of National City over the past five years, providing construction management and inspection on numerous projects, most recently Kimball Skate Park, Paradise Creek, Plaza & 14th, E. 16th & Grove. Also the A Avenue Green Street Project which was awarded the APWA Project of the year for 2016. Our knowledge of the inner workings, expectations and needs of the city has continued to allow us to offer support to new staff through organizational transitions within the City. With the understanding of the project types, city structure, staff, and relationships previously formed, ICCS continues to have the ability to assist National City on future projects with little or no downtime for transition, as well as to provide a quicker response to challenges that may arise. This integration supports National City's staff with their everyday duties by providing confidence in knowing that projects are being managed with the highest level of care and commitment. I am also well aware of National City's policies and procedures, including the high standards set for quality control and quality assurance. The experience gained working with National City continues to help identify needs and opportunities, allowing ICCS to come together with National City and work together successfully. National City will continue to receive my direct attention and oversight for all of your needs. I enjoy working with the staff at National City and I know our skills and experience complement the projects and tasks planned in the City's current CIP program. I look forward to continued success and representing National City with the most efficient and effective services available. If you have any questions, please feel free to contact me at 951-532-6483 or send me an email at sgill@iccsinc.net. Sincerely, Sean Gill On -Call Project Support Services for National City's Capital Improvement Program (CIP) 1-3 -13- «—..CALIFOANU1.-« NATION Cap +Raoaroaes� Part 1— Required Documentation Executive Summary ICCS... Dedicated to exceeding the needs of our customers Working together to complete projects successfully The ICCS team offers years of experience and service to many Public Agencies throughout Southern California. Every Agency has its own unique needs and expectations. ICCS identifies the needs and expectations specific to our customer ahead of time and understands why those needs exist. Doing so will help our team exceed the needs of our customer and allow us to successfully complete projects. Our team is dedicated to providing the highest level of customer service to National City for various services, primarily Construction Management and Inspection services, including Certified Payroll). ICCS is in the process of expanding its staff and is looking to collaborate with a small Engineering firm to provide additional services. These services have many elements critical to our success with National City. A key element is to proactively determine a detailed understanding of the City's goals and objectives in order to formulate detailed Construction Management strategies and implement those strategies immediately. Lessons learned on past projects have helped us identify the following key issues and formulate a plan for success: • Minimize Community Impacts (public convenience, traffic, safety, and accessibility) • Maximize Quality, Optimize Cost and Time Saving Measures • Streamline Coordination & Effective Decision -Making • Highly Responsive, Organized, Innovative, & Technically Competent Decisions • Ensuring Close Communication at all times • Maximize Cost Effective Engineering Strategies to optimize the City budget • Always Looking Ahead to anticipate change As part of our SOQ, experience is a key component. However, utilizing the experience of each team member properly is critical. Understanding the strengths of each individual and how those strengths complement each other can be the difference in a successful project v. just getting the job done. ICCS will provide National City a unique service with forward planning, dedicated team members and a response to any problems as they occur; second to none. In this SOQ, we will outline how we intend to accomplish those tasks, the benefits of our methods and providing examples of success when those tasks are performed correctly. ICCS is dedicated to exceeding the needs of National City and successfully working together to complete projects. 0n-Call Project Support Services for National City's Capital Improvement Program (CIP) 1-5 -14- Construction Manager Asst. Project Manager Project Manager SWPPP Review Sr. Scheduler Administration Analyst Certified Payroll Review Contract Administrator Word Processor Deposition Court Appearance Innovative Construction' Consulting Services EXHIBIT "B" P.O. Box 6211 Norco CA 92860 Phone (951) 532-6483 sgilWiccsinc.net NATIONAL CITY SCHEDULE OF RATES & FEES Effective May 1, 2017 Professional Services Per Hour $180 PW Inspector (Prevailing Wage) $125 PW Inspector (PW) —1 1/2X $165 PW Inspector (PW) — 2X $135 Inspector (Std. Rate) $140 Inspector (Std. Rate) -1 1/2X $102 Sr. Inspector $98 Sr. Inspector —1 1/2X $165 Specialty Inspector $80 Specialty Inspector - Overtime Litigation Support Services $250/Hr., 4 Hour Min. $275/Hr., $1,000 Min. $138 $180 $225 $128 $167 $148 $189 $151 $197 Rates listed above include all necessary resources labor, equipment, materials, incidental reports and related calculations, and transportation required to provide project services proposed. All rates are based on a 4 hour minimum for each work day. If any additional services are required, please request the classification and a rate can be calculated for those services. Construction & Project Management j inspection 1 Claim Processing/Analysis I CPM Scheduling I Time impact Analysis I SWPPP Preparation I Constructability Reviews -15- ACO D CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDIYYYY) 5/23/2017 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 have ADDITIONAL INSURED provisions or 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 ALLIANCE BUSINESS & COMMERCIAL 163 YORBA STREET TUSTIN , CA 92780 LICENSE # 0178912 CONTACT NAME: PHONE 714-832-8192 FAx 714-832-1 /63 IA/C. Extl' (NC, No): No. AODREss: ABCINS@PACBELL.NET INSURER(S) AFFORDING COVERAGE NAIC # NOR I HFIELD INSURANCE COMPANY INSURER A: 27987 INSURED INNOVATIVE CONST CONSUL LLC CONSULTING SERVICES-SEAN GILL P.O. BOX 6211 NORCO, CA 92860 INSURERB: INTEGON NATIONAL INS.CO 29742 INSURER C: TOPA INSURANCE COMPANY 18031 INSURERD, LIBERTY SURPLUS INSURANCE CORP 10725 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR tWD POLICY NUMBER EFF (MM/DDIYYYY) POLICY EXP M/POLICY (MDDIYYYYI LIMITS A X COMMERCIAL GENERAL LIABILITY x x WS305244 4/15/2017 4/15/2018 EACH OCCURRENCE 1,000,000 $DAMAGE CLAIMS -MADE ' OCCUR TO R PREMISES (EaENTED occurrence) $ 100,000 _ MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 1 ,000,000 GEN'L AGGREGATE X LIMIT APPLIES PRO- JECT PER: LOC GENERAL AGGREGATE $ 3,000,000 PRODUCTS - COMP/OP AGG $ 3,000,000 $ A AUTOMOBILE X LIABILITY ANY AUTO OWNED X X SCHEDULED AUTOS NON -OWNED AUTOS ONLY X X 12002215 4/15/2017 4/15/2018 aaiNd ) SINGLE LIMIT $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ C X UMBRELLA LIAB EXCESS UAB X OCCUR CLAIMS -MADE X XL6606918-02 4/15/2017 4/15/2018 EACH OCCURRENCE $ 1,000,000 AGGREGATE $ 1.000.000 DED RETENTION $ $ E WORKERS COMNSAN AND EMPLO ERS LIABIILITY AND PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N Y N/ A X 9155208-2017 4/15/2017 PER X STATUTE OTH- 4/15/2018 E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 $ 1_000 000 E.L. DISEASE - POLICY LIMIT D PROFESSIONAL LIA ANE194260417 4/15/2017 4/15/2018 1,000,000 ERROR & OMISSION CLAIM MADE BASIS 5,000 DEDUCTIBLE LIMIT DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) THE FOLLOWING ARE NAMED AS ADDTIONAL INSUREDS ONLY AS TO RESPECTS TO THE INSUREDS OPERATION THE CITY OF NATIONAL CITY, ITS ELECTED OFFICALS, OFFICERS, AGENTS, AND EMPLOYEE'S PROJECT: ALL THOSE USUAL TO THE INSURED OR SOLELY TO THIS PROJECT OR LOCATION 10 DAY NOTICE OF CANCELLATION FOR NON-PAYMENT, 30 DAYS OTHER THAN NON PAYMENT OF PREMIUM CERTIFICATE HOLDER CANCELLATION CITY OF NATIONAL CITY C/O RISK MANAGER 1243 NATIONAL CITY BOULEVARD NATIONAL CITY, CA 91950-4301 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 STUN DEMONT © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD -16- THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (NON -CONTRACTORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILfTY COVERAGE PART PROVISIONS 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 is en insured, but: s. Only with respect to liability for "bodily injury" or "property damage"; b. If, and only to the extent that, the injury or damage Is caused by your acts or omissions in the performance of your ongoing operations to which that "written contract requiring Insurance" applies or by the acts or omissions of any parson or organization performing such ongoing operations on your behalf; and' c. Subject to the following limitations and conditions on the Insurance provided to the additional Insured: (1) In the event that the Limits of insurance of this Coverage Part shown in the Declarations exceed the limits of liability required by the "written contract requiring insurance", the insurance provided to the additional insured will be limited to the limits of liability required by that "written contract requiring Insurance" and will not increase the limits of insurance described in SECTION 111 " LIMITS OF INSURANCE_ (2) 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 the "written contract requiring insurance" specifically requires that this insurance 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 organization as a named Insured for such loss, and we will not share with that other insurance. But the insurance provided to the additional insured still is excess over any valid and coliectble 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 such other insurance. (3) The insurance provided to the additional Insured does not apply to: (a) Any person or organization for which coverage as an additional insured specifically is scheduled by attachment of an endorsement under this Coverage Pert, or for whom you have purchased an Owners And Contractors Protective Liability policy; (b) Any person or organization who distrbutes or sells 'your product" in the regular course of that person's or organization's business with respect to Debility arising out of 'your products"; (c) Any person or organization from whom you have acquired "your product", or any ingredient, part or container entering into. accompanying or containing such product with respect to liability arising out of "your product"; (d) Any premises owner, manager or lessor with respect to Debility arising out of the ownership, maintenance, or use of that part of any premises leased to you; (e) Any equipment lessor with respect to liability arising out of the maintenance, operation or use of equipment leased to you by such equipment lessor; s2853-cG (11116) V 2016 The Travelers indemnity Company. All rights reserved. Page 1 of 2 -17- (f) The independent acts or omissions of such additional Insured; or (g) "Bodily injury or "property damage" arising out of the providing, or failure to provide, any professional architectural, engineering or surveying services, including: (i) The preparing, approving or fading to prepare or approve meps, shop drawings, opinions, reports, surveys, field orders cr change orders, or the preparing, approving, or failing to prepare or approve, drawings and specifications; and (il) Supervisory, inspection, architectural or engineering activities. 2. The following is added to Me DEFINITIONS section: "Written contract requiring Insurance" means that part of any written contract or agreement under which you ere required to include a person or organization as an additional insured on this Coverage Part, provided that the "bodily injury" or "property damage" occurs: a. After the signing and execution of the contract or agreement by you; b. While that part of the contract or agreement is In effect and c. Before the end of the policy period. S2053-CG (11/18) 4R32D16 The Travelers Indemnity Company. AN rights reserved. Page 2 of -18- THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, BLANKET WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: If the insured has agreed In a written contract or agreement to waive that insured's right of recovery against any person or organization, we waive our right of recovery against such person or organization, but only for payments we make because of: a. "Bodily injury" or "property damage' caused by en "occurrence' that takes place; or b. "Personal and advertising injury" caused by an offense that is committed; subsequent to the execution of the written contract or agreement. �? 2D18 The Travelers Indemnity Company. AN rights reserved. 52557-cG (Vie) Includes copyrighted material of Insurance Services Office, Inc., with Its permission, _19_ POLICY NUMBER: 12002218 COMMERCIAL AUTO CA20480299 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED This endorsement modifies insurance provided under he 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 Fort apply unless modified by Ns endorsement This endorsement identifies person(s) or organization(s) who are 'Insureds' under the Who. Is An Insured Provision of the Coverage Form, This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date at the poky unless another dote is indicated below. Endorsement Effective: 5-23-2017 Named Insux & SEAN GILL DBA: INNOVATIVE CONSTRUCTION CONSULTING SERVICES Countersigned By: (Authorized Repuesentative) SCHEDULE Name of Person(s) or Organlzaltann(s): «The city of Natlesat City, Its elected officals, officers, agents, emlloye s, v®MeMeers " AN projects for this additional insured during this policy term (if no entry appears above, information required to complete this endorsement mil be shown in the Declarations as applicable to the bra.) Each person or organization shaven in the Schedule is an "insured" for Liability Coverage, but only to the extent that person or orgy on qualifies as an "insured" under the •WFto Is' An Insured . Provision contained in Secbon II of the Coverage Form. CA 204802 99 Copyright, Insurance Services Office, Inc., 1998 Pagel of 1 -20- POLICY NUMBER: 12002215 COMMERCIAL AUTO CA04441013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: SEAN GILL DBA: INNOVATIVE CONSTRUCTION CONSULTING SERVICES Endorsement Effective Date: SCHEDULE Name(s) Of Person(s) Or Organ izat on(s) "The City of National City, Its elected officals, officers, agents, employees, volunteers " Infomia1ion required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown En the Schedule, but only to the extent that subrogation is waived prior to the 'accident` or the "loss" under a contrail wit i that person or organization. CA04441013 © insurance Services Office, Inc., 2011 Pegs 1 of 1 -21- STATE FUND ENDORSEMENT` AGREEMENT BROKER COPY WAIVER OF SUBROGATION BLANKET BASIS 9155208-17 RENEWAL SP HOME OFFICE SAN FRANCISCO EFFECTIVE APRIL 15, 2017 AT 12.01 A.M. ALL EFFECTIVE DATES ARE AND EXPIRING APR I L 15, 2018 AT 12.01 A.M. AT 12:01 AM PACIFIC STANDARD TIME OR THE TIME INDICATED AT PACIFIC STANDARD TIME INNOVATIVE CONSTRUCTION CONSULTANT PO BOX 6211 NORCO, CA 92860 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. THE ADDITIONAL PREMIUM FOR THIS ENDORSEMENT SHALL BE 2.00% OF THE TOTAL POLICY PREMIUM. SCHEDULE PERSON OR ORGANIZATION JOB DESCRIPTION ANY PERSON OR ORGANIZATION BLANKET WAIVER OF FOR WHOM THE NAMED INSURED SUBROGATION HAS AGREED BY WRITTEN CONTRACT TO FURNISH THIS WAIVER PAGE 1 OF 1 NOTHING IN THIS ENDORSEMENT CONTAINED SHALL BE HELD TO VARY, ALTER, WAIVE OR EXTEND ANY OF THE TERMS, CONDITIONS, AC IEEMENTS, OR LIMITATIONS OF THIS POUCY OTHER THAN AS STATED, NOTHING ELSEWHERE IN Ti8$ POUCY SHALL BE HELD TO VARY, ALTER, WAVE OR LIMIT THE TERMS, CONDITIONS, AGREEMENTS OR LIMITATIONS OF THIS ENDORSEMENT. COUNTERSIGNED AND ISSUED AT SAN FRANCISCO: APRIL 3 r 2017 2572 AUTHORIZED REPRESl NTA IVE scw PURM 10217 VIEV.7.2014 -22- PRESIDENT AND CEO OLD DP 217 RESOLUTION NO. 2017 — RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE A TWO-YEAR AGREEMENT WITH INNOVATIVE CONSTRUCTION CONSULTING SERVICES FOR A NOT -TO -EXCEED AMOUNT OF $2,000,000 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; 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; 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 Innovative Construction Consulting Services to provide on -call project support services for National City's Capital Improvement Program; and WHEREAS, the City has determined that Innovative Construction Consulting Services is qualified by experience and ability to perform the services desired by the City, and Innovative Construction Consulting Services is willing to perform such services for the not to exceed amount of $2,000,000 from June 6, 2017 through June 5, 2019. NOW, THEREFORE, BE IT RESOLVED that the City Council hereby approves the selection of Innovative Construction Consulting Services, and authorizes the Mayor to execute an agreement with Innovative Construction Consulting Services in the not to exceed amount of $2,000,000 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; 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 6th 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 91950-4397 619-336-4228 Michael R. Dalla, CMC - City Clerk June 26, 2017 Mr, Sean Gill Innovative Construction Consulting Services, LLC P.O. Box 6211 Norco, CA 92860 Dear Mr. Gill, On June 6th, 2017, Resolution No. 2017-89 was passed and adopted by the City Council of the City of National City, authorizing execution of an Agreement with Innovative Construction Consulting Service, LLC. We are enclosing for your records a certified copy of the above Resolution and a fully executed original Agreement. Sincerely, ,-41einm) (du Michael R. Dalla, CMC City Clerk Enclosures