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HomeMy WebLinkAbout2017 CON STC Traffic Inc - Project Support Services CIP ProgramAGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND STC TRAFFIC, INC. 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 STC TRAFFIC, INC., a corporation (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide on -call project support services for National City's Capital Improvement Program (CIP). WHEREAS, on February 2, 2017, the Engineering & Public Works Department advertised a Request for Qualifications (RFQ) for on -call project support services for National City's CIP; WHEREAS, on March 6, 2017, the CONSULTANT submitted a Statement of Qualifications (SOQ) in response to the RFQ, consistent with the requirements of the RFQ; WHEREAS, the CITY has determined that the CONSULTANT is an engineering firm; and WHEREAS, based on evaluation of the CONSULTANT'S SOQ and interview, the CITY has determined that the CONSULTANT is qualified by experience and ability to perform the services desired by the CITY, and the CONSULTANT is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONSULTANT. The CITY agrees to engage the CONSULTANT to provide on -call project support services for National City's Capital Improvement Program (CIP), and the CONSULTANT agrees to perform the services set forth here in accordance with all terms and conditions contained herein. The CONSULTANT represents that all services shall be performed directly by the CONSULTANT or under direct supervision of the CONSULTANT. 2. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on June 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; architecture; construction management and inspections; traffic signal communications infrastructure and systems integration; land surveying; environmental assessments; geotechnical; construction support; plan 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. Jason Stack, President, 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. Standard Agreement Revised May 2017 Page 2 of 11 City of National City and STC Traffic 6. ACCEPTABILITY OF WORK. The CITY shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement, and the amount of compensation due. In the event the CONSULTANT and the CITY cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT in this Agreement, the CITY or the CONSULTANT shall give to the other written notice. Within ten (10) business days, the CONSULTANT and the CITY shall each prepare a report which supports their position and file the same with the other party. The CITY shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT. 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONSULTANT for this project, whether paper or electronic, shall become the property of the CITY for use with respect to this project, and shall be turned over to the CITY upon completion of the project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONSULTANT hereby assigns to the CITY, and CONSULTANT thereby expressly waives and disclaims any copyright in, and the right to reproduce, all written material, drawings, plans, specifications, or other work prepared under this Agreement, except upon the CITY'S prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONSULTANT shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium, or method utilize the CONSULTANT'S written work product for the CITY'S purposes, and the CONSULTANT expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CITY of documents, drawings, or specifications prepared by the CONSULTANT shall relieve the CONSULTANT from liability under Section 14, but only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of Services of this project, unless otherwise mutually agreed. 8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers with one another. Neither the CONSULTANT nor the CONSULTANT'S employees are employees of the CITY, and are not entitled to any of the rights, benefits, or privileges of the CITY'S employees, including but not limited to retirement, medical, unemploy- ment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONSULTANT and the CONSULTANT'S employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONSULTANT and its employees. Neither this Agreement nor any interest herein may be assigned by the CONSULTANT without the prior written consent of the Standard Agreement Revised May 2017 Page 3 of 11 City of National City and STC Traffic CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or SUBCONSULTANTS, as the CONSULTANT may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONSULTANT with its SUBCONSULTANT(S) shall require the SUBCONSULTANT(S) to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CITY nor its officers, agents, or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANT'S employees, except as herein set forth, and the CONSULTANT or the CONSULTANT'S agents, servants, or employees are not in any manner agents, servants, or employees of the CITY, it being understood that the CONSULTANT its agents, servants, and employees are as to the CITY wholly independent CONSULTANT, and that the CONSULTANT'S obligations to the CITY are solely such as are prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, in the performance of the services to be provided herein, shall comply with all applicable state and federal statutes and regulations, and all applicable ordinances, rules, and regulations of the City of National City, whether now in force or subsequently enacted. The CONSULTANT and each of its SUBCONSULTANT(S), shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONSULTANT represents and covenants that the CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONSULTANT to practice its profession. 12. STANDARD OF CARE. A. The CONSULTANT, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONSULTANT'S trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT'S employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this Agreement, the CONSULTANT warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONSULTANT'S professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONSULTANT to use due Standard Agreement Page 4 of 11 City of National City and Revised May 2017 STC Traffic diligence under this sub -section will render the CONSULTANT liable to the CITY for any increased costs that result from the CITY'S later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONSULTANT shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 14, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONSULTANT, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONSULTANT without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONSULTANT shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. CONSULTANT shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 15. 15. INDEMNIFICATION AND HOLD HARMLESS. The CONSULTANT agrees to defend, indemnify, and hold harmless the City of National City, its officers, officials, agents, employees, and volunteers against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONSULTANT'S negligent performance of this Agreement. CITY will cooperate reasonably in Standard Agreement Revised May 2017 Page 5 of 11 City of National City and STC Traffic the defense of any action, and CONSULTANT shall employ competent counsel, reasonably acceptable to the City Attorney. The indemnity, defense and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 16. WORKERS' COMPENSATION. The CONSULTANT shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Labor Code and all amendments thereto; and all similar State or federal acts or laws applicable; and shall indemnify, and hold harmless the CITY and its officers, employees, and volunteers from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the CONSULTANT under this Agreement. 17. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONSULTANT(S), when applicable, to purchase and maintain throughout the term of this Agreement, the following insurance policies: A. ® If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("any auto"). The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of either $2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 umbrella policy, covering all bodily injury and property damage arising out of its operations, work, or performance under this Agreement. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". The "project" or "location" should be noted with specificity on an endorsement that shall be incorporated into the policy. D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONSULTANT'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the CITY. Said endorsement shall be provided prior to commencement of work under this Agreement. If CONSULTANT has no employees subject to the California Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by CITY. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, officials, employees, and volunteers, so that any other policies held by the CITY Standard Agreement Revised May 2017 Page 6 of 11 City of National City and STC Traffic shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY's Risk Manager, at the address listed in subsection G below, of cancellation or material change. F. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONSULTANT shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. G. The Certificate Holder for all policies of insurance required by this Section shall be "City of National City, c/o Risk Manager, 1243 National City Boulevard, National City, CA 91950-4397. H. Insurance shall be written with only insurers authorized to conduct business in California that hold a current policy holder's alphabetic and financial size category rating of not less than A:VII according to the current Best's Key Rating Guide, or a company of equal financial stability that is approved by the CITY'S Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. I. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY'S Risk Manager. If the CONSULTANT does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. J. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. K. If the CONSULTANT maintains broader coverage or higher limits (or both) than the minimum limits shown above, the CITY requires and shall be entitled to the broader coverage or higher limits (or both) maintained by the CONSULTANT. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY. 18. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of - court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 19. TERMINATION. Standard Agreement Revised May 2017 Page 7 of 11 City of National City and STC Traffic A. This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 60-day's written notice to the CONSULTANT. During said 60-day period the CONSULTANT shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by the CONSULTANT in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONSULTANT as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONSULTANT, whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONSULTANT shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONSULTANT'S breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 7. E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONSULTANT; (2) a reorganization of the CONSULTANT for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONSULTANT. 20. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: To CITY: Stephen Manganiello Director of Public Works/City Engineer Engineering & Public Works Department City of National City 1243 National City Boulevard National City, CA 91950-4397 Standard Agreement Revised May 2017 Page 8 of 11 City of National City and STC Traffic To CONSULTANT: Jason Stack President STC Traffic, Inc. 5865 Avenida Encinas, Suite 142B Carlsbad, CA 92008 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 STC Traffic 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 STC Traffic has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY By: Ron Morrison, Mayor APPROVED AS TO FORM: Angil P. Morris -Jones City Attorney By: Roberto. Contreras Deputy ity Attorney Standard Agreement Revised May 2017 STC TRAFFIC, INC. By: Jason St , President By: l rwu bi,a0 Page 11 of 11 Morna Stack, CFO City of National City and STC Traffic EXHIBIT "A" ON -CALL PROJECT SUPPORT SERVICES FOR NATIONAL CITY'S CAPITAL IMPROVEMENT PROGRAM (CIP) March 6, 2017 City of National City Attention: Stephen Manganiello, Director of Public Works/ City Engineer Engineering and Public Works Department 1243 National City Boulevard National City, CA 91950 Subject: Statement of Qualifications for On -Call Project Support Services for National City's Capital Improvement Program (CIP) Dear Mr. Manganiello, STC Traffic, Inc. is pleased to submit this statement of qualifications for the On -Call Project Support Services for National City's CIP and range of disciplines and general services listed in the RFQ. I started STC over 10 years ago with a vision for delivering specialized engineering skill and expertise to public agencies in San Diego County. In the early years, National City engaged our firm to service traffic systems, operations and engineering tasks. Success on these tasks became a springboard for executing critical path on many more important and diverse projects for the City and supporting the City's CIP program delivery. Fast forward to today and STC is a recognized leader in on -call municipal engineering consulting services, contracting as a prime with nearly every municipality and public agency in the region. We're now 20 staff strong and National City is a prominent part of our firm's rise. We grew out of my vision for the company and simple ethos: get excellent work done, stay relevant (at the forefront of engineering practice and innovation), provide unique skillsets, continually seek and execute challenging work exceedingly well, strike a balance between the routine and spontaneity of our work, and most importantly grow the company with the best in the business and people who share our common values. We have a vision for National City's CIP delivery. Character comes first. We are successful because we are trusted with the City's work. Our business has grown and our achievement is rooted in good character. We're building more than great projects. We have created organizations that promote our professionals to reach their fullest potential. We are building tomorrows leaders creating sustainability and success in our respective organizations and our community. We know National City. Delivering the CIP expeditiously is what National City's taxpayers, representatives and management expect. Citizens and elected officials are increasingly involved in the decision -making process which puts pressure on staff. The City is accomplishing more with fewer staff and lower revenue streams. We supplement staff resources, provide special technical capabilities, and guide challenging projects. Our work is all about trust. We've built the confidence of both staff and management, and this has in -turn built the public's confidence in the City's ability to deliver its significant CIP. Institutional knowledge. STC will provide unique and highly valuable insight into agency infrastructure and procedures spanning over 10 years of practice in National City. We are a part of the City's CIP and organizational evolution. Our local knowledge combined with agency staff familiarity and confidence, enables STC to reduce risk and provide more effective project alternatives and costs for National City. STC delivers high value for the precious dollars spent. 11Page ON -CALL PROJECT SUPPORT SERVICES FOR NATIONAL CITY'S CAPITAL IMPROVEMENT PROGRAM (CIP) We've evolved to meet your needs. As STC has grown the role of our firm on engineering contracts has evolved and broadened. In the beginning STC was more focused on design work, developing plans and specifications with contracts in the $10k to $100k range. Now, we are increasingly retained to implement complete CIP services on multi -year on -call engineering contracts in the $1M to $2M range. Project management continuity. STC offers the continuity the CIP requires with Nick Minicilli as Project Manager. Nick has been STC's project manager for National City for three years. Nick is intimately familiar with City expectations. Strong leadership is one of Nicks earmarks. Nick leads by example as a working manager, staying connected to projects on every level to sustain our exceeding service and provide innovative solutions and state-of-the-art practice. The Team. Team building for National City has been accomplished through years of previous work. We have assembled a team of talented and highly qualified local firms who share our values, are largley known to the City, and considered technical experts and leaders in their respective fields. We recognize that we need to self - deliver and meet the City's needs in responsive and flexible ways. The STC Team will get to the task at hand quickly and promote efficiency and performance. The STC Team is comprised as follows: ✓ Aark Engineering ✓ National Data & Surveying Services, Inc. ✓ Blueviolet Networks ✓ Ninvo and Moore ✓ C&S Engineers ✓ RECON Environmental, Inc. ✓ Ferguson Pape Baldwin Architects ✓ Sampo Engineering ✓ Katz & Associates, Inc. ✓ Schmidt Design Group ✓ MA Engineering We've had the distinct standing to service National City's CIP for more than 10 years and at the highest level over the past three years. I've watched as the City's Engineering and Public Works Department has reorganized to become more efficient and deliver more with less. New staff have become leaders in the City and promote a model of public service within the organization. We have confidence in, and a strong working relationship with, both staff and management. We continue to be as excited as ever to offer our services and work with National City to improve the community. I am the contact person for this statement of qualifications and available to discuss this with you should you have any questions about the information provided. We are excited and look forward to the opportunity to continue to build our combined track record of success for National City. Sincerely, STC Traffic, Inc. Jason Stack, TE President / Founder ON -CALL PROJECT SUPPORT SERVICES FOR NATIONAL CITY'S CAPITAL IMPROVEMENT PROGRAM (CIP) 1 Executive Summary STC fully understands that the RFQ's purpose is to provide the City with the best qualified engineering firms to perform the various CIP engineering services identified in the RFQ. This Statement of Qualifications details our Team's significant experience, project approach, and expert staff that will serve the exact needs of the City's Capital Improvement Program. 1.1 Project Understanding Consultants are critical to National City's CIP development and delivery process. National City staff are fully engaged in management of multiple disciplines, project delivery, and Engineering and Public Works management and operations. This on -call CIP consultant procurement will provide National City the expert resources and capacity to meet demand for professional services necessary to implement the CIP over the next 3 years. The CIP represents a "sliding" five-year budgeting process that determines the City's capital priorities and financing plan. Under the direction of the City Engineer, the CIP addresses the repair, replacement, and expansion of the City's infrastructure, facilities, parks, and housing. With the City's current 5-Year CIP expectation of over $60 million in major public improvements, the City's Department of Engineering and Public Works seeks licensed professional engineering firms to cover a broad range of disciplines and general services, to design, manage, and deliver these improvement projects on schedule and within budget. Additionally, the Department seeks professional support to help staff with day-to-day operations in general engineering services. STC submits these qualifications as a prime consultant and has selected the following disciplines and general services to offer the City for the on -call project support services contract for CIP: 1.2 Project Approach STC's Project Approach includes technical and managerial appliance that address some of the key elements and opportunities with performing the services. Our acumen is everything Transportation Engineering: Planning, Civil and Traffic engineering, Transit and Rail, Intelligent Transportation Systems, Operations, and Construction Management. The following are specific benefits STC offers through our understanding; focused on the City's requirements criteria for qualifications and experience. 4lPage STC has selected the following disciplines and general services to offer the City in support of the On -Call Project Support Services contract for CIP: Disciplines ✓ Civil Engineering ✓ Structural Engineering ✓ Mechanical Engineering ✓ Electrical Engineering ✓ Traffic Engineering ✓ Traffic Signal Communications Infrastructure & Systems Integration ✓ Traffic Data Collection ✓ Transportation Planning ✓ Architecture ✓ Landscape Architecture ✓ ADA Compliance and Universal Design ✓ Geographic Information Systems (GIS) ✓ Utility Design & Coordination ✓ Land Surveying ✓ Geotechnical ✓ Environmental Planning, Design & Engineering ✓ Environmental Compliance ✓ Construction Management & Inspections General Services ✓ Planning and Design ✓ Community Outreach ✓ Engineering and Project Management ✓ Grants Management ✓ Capital Needs Assessments & Asset Management CA PO{INM. �. NATIONAL ciryt ruconruneesrn National City Pride — STC looks at this RFQ with deep interest. STC has a key role in the success achieved by the City's CIP over the past three years and we hold this with great pride. We were involved in many aspects of the CIP with increasing responsibility and diversified task orders. The previous on -call consultant procurement undertaking was a "first" in the City. This investment has resulted in significant improvement throughout the City, which has been greatly received by the community. STC is committed to National City. Since our inception over 10 years ago, we have sustained and will continue to foster a strong working relationship with the City of National City. STC holds this affiliation with National City's respective staff and community at large in the highest regard, as they have been instrumental in the growth of our company into a highly -recognized premier on -call engineering services firm. STC understands National City from a technical and community perspective. Our philosophy is to nurture a consolidated supportive team approach. That means from executive through to support staff level, each position will be working together, to guarantee service and products exceed National City's expectation, while continuously raising the bar for an unmatched reputation in on -call engineering services. We take "pride of ownership" in our projects, no matter how big or small and seek to execute all to the highest level of satisfaction for the City. This RFQ will grant another opportunity, allowing us to prove once again how passionate and dedicated we are to serve National City and its successful completion of projects. Experience and Technical Competence — The culture at STC is built on a foundation of providing on -call services to our clients, starting with jurisdictions throughout San Diego County. We understand the immediate nature of on -call contracts and stand ready to provide services to our clients when the needs arise. We have a team of professionals in San Diego, minutes from National City, that are available for in -person meetings and coordination when the needs arise. The STC Team has the skillset to deliver the disciplines and general services and has a proven track record of executing this exact work for the City. Our business model is built around providing professionals that deliver exceeding experience, diverse expertise, and quality. We understand the critical nature of municipal engineering. Projects have risks and we minimize the risks by providing experts that know how to get the job done right the first time. Poor engineering can expose limited budgets to change orders and related issues. We have stepped into the gap on projects in National City and resolved potential issues through innovative alternatives that work within the budget and get the project delivered. We leverage our expertise to maximize budgets and avoid potential pitfalls. This allows the City to precisely appropriate funds and achieve the most "bang for the buck" over the course of the CIP. Our on -call engineering services business model is proven by our success in National City and around the County. Wage ON -CALL PROJECT SUPPORT SERVICES FOR NATIONAL CITY'S CAPITAL IMPROVEMENT PROGRAM (CIP) We trust one another's professional expertise and integrity. We attract and retain our professionals. Of our 14-professional staff 5 are registered engineers. Our Team is built to self -deliver and unburden the City. This allows us to manage our team at a high-level rather than micro. We are all committed to each other and to National City. This dedication resonates with our staff. There will be times and task orders of high demand. Our Team has demonstrated perseverance and desire to help each other under the most challenging circumstances. Methods Proposed to Accomplish the Work —The City has established an RFQ which provides for a consultant to perform a broad range of on -call municipal engineering disciplines and general services. STC offers the continuity the City requires to manage the disciplines in Mr. Minicilli, P.E., T.E. the Project Manager. This management structure is important as Mr. Minicilli is intimately familiar with the City's CIP procedures and policies. Nick will be the primary interface with City staff and will have the day to day insight into progress and needs. Nick will ensure that the proper staffing is allocated for the various tasks and budgets and schedules are in -line. We have also assigned Henry Trang, P.E. as the Deputy Project Manager. Henry is well known to City staff and brings a broad background in Civil Engineering. With over 10 years of experience serving clients in San Diego County, Henry has a proven track record of successfully delivering projects for all CIP elements identified in this statement. Key project staff members and our sub -consultants will perform various tasks under Nick's and Henry's direction. The STC Team is committed to getting the job done and making staff available when you need them. STC has several additional staff for specific projects and designated to serve as appropriate. Our staff will be plugged into the project(s) and can assure the City the highest level of expertise with smooth transitions from planning and design to build. Financial Management and Accounting System — STC will illustrate in detail our capabilities, understanding, and sound Financial Management and Accounting practices in Section six. Not only do we follow regulations dictated in the Code of Federal Regulations (CFR) and Local Assistance Program Manual (LAPM), but we exercise measures internally to provide National City security, that all records are kept in accordance to specified guidelines. STC understands how essential it is to having a strong, sound, and secured financial management and accounting system; especially for Federal -Aid projects. This understanding will ensure National City receives funding promptly, and significantly reduces the burden of audit. STC is also keen on National City's preferences for billing procedure, and continuously analyzes costs to scope and track budgets. 1.3 Proposal Organization This Statement of Qualifications (SOQ) is prepared based on the requirements provided in the Request for Qualifications (RFQ) and follows the RFQ Organization. EXHIBIT "B" Fee Schedule Project Designation Hourly Rate Senior Principal Manager $210 Principal Manager $195 Senior Project Manager $175 Project Manager $160 Construction Manager $150 Project Technical Specialist $150 Senior Planner $150 Senior Project Engineer $145 Construction Engineer/Inspector $135 Project Engineer $130 Associate Engineer $115 Assistant Engineer $100 Engineering Intern $60 Note: The Fee Schedule is effective through December 31, 2017. STC Traffic is a local business and there are no direct costs for mileage. Outsourced reimbursable expenses such as printing and reproductions, deliveries, and overnight services, computerized plotting, materials, shipping, postage, etc., will be charged to the client at the consultants cost without mark-up. ACc o CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 5/9/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Matsen Insurance Brokers, InC. 3101 Concorde Drive, Suite B McKinleyville CA 95519 CONTNAME: Jacqueline Jacgjueline Byrne PH NNE,EXJ. (707) 444-9292 AAC, No): (707)444-9529 E-MAIL ADDRESS:jackie@matsen.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A:Main Specialty Ins. INSURED STC Traffic, Inc. 5865 Avenida Encinas, Suite 142-B Carlsbad CA 92008 INSURER B Nationwide Mutual 23787 INSURER C :Evanston Insurance Co. iNsuRERD:Hartford Insurance Company of the 37478 INSURER E :Lloyds of London INSURER F: VERAGES CERTIFICATE NUMBER:CL16123007335 • 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 TYPE OF INSURANCE ADDL INSD SUBR WV(D POLICY NUMBER POLICY EFF (MMIDD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY X CIP305391 1/1/2017 1/1/2018 EACH OCCURRENCE $ 2,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ 100,000 MED EXP (Any one person) $ 5,000 PERSONAL 8. ADV INJURY $ 2,000,000 GEN'L AGGREGATE X LIMIT APPLIES PER: LOC GENERAL AGGREGATE $ 4,000,000 PRODUCTS -COMP/OP AGG $ 2,000,000 $ AUTOMOBILE X — LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS — ^ SCHEDULED AUTOS NON -OWNED AUTOS X ACPBA3096931702 1/1/2017 1/1/2018 CO aBIINdEDtSINGLE LIMIT (EaB $ 1,000,000 BODILY INJURY (Per person) $ BODILY (Per ( ) $ PROPERTY DAMAGE (Per accident) $ SRCH2 $ C X — UMBRELLA LIAB EXCESS (JAB O OCCUR CLAIMS -MADE XOBW6909117 1/1/2017 1/1/2018 EACH OCCURRENCE $ 6,000,000 $ 6,000,000 $ AGGREGATE DED RETENTON$ D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/ A y 57WECGI9278 1/1/2017 1/1/2018 PER OTH- STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 $ 1,000,000 E.L. DISEASE - POLICY LIMIT E Professional Liability Claims made basis 491817 1/1/2017 1/1/2018 Aggregate Limit $3,000,000 Per a Claim $2 , 000, 000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) The City of National City, its elected officials, officers, agents, employees and volunteers are included as additional insureds on the General Liability policy per the attached policy form AF 000 859. The City of National City, its elected officials, officers, agents, employees and volunteers are included as additional insureds on the auto policy per attached form CA2048. Waiver of subrogation applies to the Workers Compensation policy per the Extended Broad Form WC990303 attached to this form. CERTIFICATE HOLDER City of National City c/o Risk Manager 1243 National City Blvd'. National City, CA 91950 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 n / Glenn Matsen/EXM l— �`Z_ /`Zt �) ACORD 25 (2014/01) INS025 (9014011 ©1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM SCHEDULE Name of Additional Insured Person(s) Or Organization(s): Location(s) of Covered Operations The City of National City its elected officials officers agents employees and volunteers LOCATION AS REQUIRED BY WRITTEN CONTRACT A. SECTION II -WHO IS AN INSURED is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such a person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. A persont or organizations status as an additional insured under this endorsement ends when your operations for that additional insured are completed. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: Additional Insured Contractual Liability " Bodily injury" or "property damage" for which the "additional insured(s)" are obligated to pay damages by reason of the assumption of liability in a contract or agreement. Finished Operations or Work " Bodily injury" or "property damage" occurring after: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization. Negligence of Additional Insured "Bodily injury" or "property damage" directly caused by or resulting from the negligence of the "additional insured(s)". ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED This endorsement is effective on the inception date of the policy unless otherwise stated below. (The information below is required only when this endorsement is issued subsequent to preparation of the policy). Policy Number: CIP305391 Named Insured: STC TRAFFIC, INC. Endorsement Effective date: AF 000 859 0712 012 Included copyrighted material of ISO Properties, INC. Page 1 of 1 with its perm ission Policy Number: ACPBA3096931702 CA 20 48 (02-99) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" under the Who Is An Insured Provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. SCHEDULE Name of Person(s) or Organization(s): The City of National City, its elected officials, offers, agents, employees, and volunteers (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to the endorsement.) Each person or organization shown in the Schedule is an "insured" for Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision contained in Section II of the Coverage Form. Copyright, Insurance Services Office, Inc., 1998 CA 20 48 (02-99) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number: 57 WEC G19278 Endorsement Number: Effective Date: 01 / 01 / 17 Effective hour is the same as stated on the information Page of the policy. Named Insured and Address: STC TRAFFIC, INC. 2794 LOKER AVE W STE 102 CARLSBAD, CA 92010 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration. Person or Organization ANY PERSON OR ORGANIZATION FROM WHOM YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER OF RIGHTS FROM US. SCHEDULE Countersigned by Form WC 04 03 06 (1) Printed in U.S.A. Process Date: 11/14/16 Job Description AS REQUIRED BY WRITTEN CONTRACT. Authorized Representative Policy Expiration Date: 01/01/18 RESOLUTION NO. 2017 — 90 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE A TWO-YEAR AGREEMENT WITH STC TRAFFIC, INC., 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; ARCHITECTURE; CONSTRUCTION MANAGEMENT AND INSPECTIONS; TRAFFIC SIGNAL COMMUNICATIONS INFRASTRUCTURE AND SYSTEMS INTEGRATION; LAND SURVEYING; ENVIRONMENTAL ASSESSMENTS; GEOTECHNICAL; CONSTRUCTION SUPPORT; PLAN 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; architecture; construction management and inspections; traffic signal communications infrastructure and systems integration; land surveying; environmental assessments; geotechnical; construction support; plan 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 STC Traffic, Inc., to provide on -call project support services for National City's Capital Improvement Program; and WHEREAS, the City has determined that STC Traffic„ Inc., is qualified by experience and ability to perform the services desired by the City, and STC Traffic, Inc., 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 STC Traffic, Inc., and authorizes the Mayor to execute an Agreement with STC Traffic, Inc., 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; architecture; construction management and inspections; traffic signal communications infrastructure and systems integration; land surveying; environmental assessments; geotechnical; construction support; plan 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 — 90 Page Two PASSED and ADOPTED this 6th day of June, 2017. orrison, Mayor ATTEST: LJJh h Michael R. Dalla, Cit Clerk APPROVED AS TO FORM: ns-Jones orney 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 ISIv C rk of the City of ational City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2017-90 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. 28 ITEM TITLE: Resolution of the City Council of the City of National City, 1) authorizing the Mayor to execute a two-year Agreement with STC Traffic, Inc. 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; architecture; construction management and inspections; traffic signal communications infrastructure and systems integration; land surveying; environmental assessments; geotechnical; construction support; plan 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. �v�c OK\G\UAL- 0Rs\G\\1Av- MA\\,FiO .1 CovS'\esACNOR FINANCIAL STATEMENT: ACCOUNT NO. DEPARTMENT: Engineering/Public Works APPROVED BY: 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 STC Traffic, Inc. for a not -to -exceed amount of $2,000,000 to provide on -call project support services for National City's CIP. BOARD / COMMISSION RECOMMENDATION: N/A ATTACHMENTS: 1. Explanation 2. Agreement 3. Resolution W.)bt,kmavl moo. aV1-90 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 STC Traffic, Inc. 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; architecture; construction management and inspections; traffic signal communications infrastructure and systems integration; land surveying; environmental assessments; geotechnical; construction support; plan 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 STC TRAFFIC, INC. 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 STC TRAFFIC, INC., a corporation (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide on -call project support services for National City's Capital Improvement Program (CIP). WHEREAS, on February 2, 2017, the Engineering & Public Works Department advertised a Request for Qualifications (RFQ) for on -call project support services for National City's CIP; WHEREAS, on March 6, 2017, the CONSULTANT submitted a Statement of Qualifications (SOQ) in response to the RFQ, consistent with the requirements of the RFQ; WHEREAS, the CITY has determined that the CONSULTANT is an engineering fine; 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; architecture; construction management and inspections; traffic signal communications infrastructure and systems integration; land surveying; environmental assessments; geotechnical; construction support; plan 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. Jason Stack, President, 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. Standard Agreement Page 2 of 11 Revised May 2017 STC Traffic City of National City and 6. ACCEPTABILITY OF WORK. The CITY shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement, and the amount of compensation due. In the event the CONSULTANT and the CITY cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT in this Agreement, the CITY or the CONSULTANT shall give to the other written notice. Within ten (10) business days, the CONSULTANT and the CITY shall each prepare a report which supports their position and file the same with the other party. The CITY shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT. 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONSULTANT for this project, whether paper or electronic, shall become the property of the CITY for use with respect to this project, and shall be turned over to the CITY upon completion of the project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONSULTANT hereby assigns to the CITY, and CONSULTANT thereby expressly waives and disclaims any copyright in, and the right to reproduce, all written material, drawings, plans, specifications, or other work prepared under this Agreement, except upon the CITY' S prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONSULTANT shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium, or method utilize the CONSULTANT'S written work product for the CITY'S purposes, and the CONSULTANT expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CITY of documents, drawings, or specifications prepared by the CONSULTANT shall relieve the CONSULTANT from liability under Section 14, but only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of Services of this project, unless otherwise mutually agreed. 8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers with one another. Neither the CONSULTANT nor the CONSULTANT'S employees are employees of the CITY, and are not entitled to any of the rights, benefits, or privileges of the CITY'S employees, including but not limited to retirement, medical, unemploy- ment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONSULTANT and the CONSULTANT'S employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONSULTANT and its employees. Neither this Agreement nor any interest herein may be assigned by the CONSULTANT without the prior written consent of the Standard Agreement Page 3 of 11 City of National City and Revised May 2017 STC Traffic CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or SUBCONSULTANTS, as the CONSULTANT may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONSULTANT with its SUBCONSULTANT(S) shall require the SUBCONSULTANT(S) to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CITY nor its officers, agents, or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANT'S employees, except as herein set forth, and the CONSULTANT or the CONSULTANT'S agents, servants, or employees are not in any manner agents, servants, or employees of the CITY, it being understood that the CONSULTANT its agents, servants, and employees are as to the CITY wholly independent CONSULTANT, and that the CONSULTANT'S obligations to the CITY are solely such as are prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, in the performance of the services to be provided herein, shall comply with all applicable state and federal statutes and regulations, and all applicable ordinances, rules, and regulations of the City of National City, whether now in force or subsequently enacted. The CONSULTANT and each of its SUBCONSULTANT(S), shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONSULTANT represents and covenants that the CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONSULTANT to practice its profession. 12. STANDARD OF CARE. A. The CONSULTANT, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONSULTANT'S trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT'S employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this Agreement, the CONSULTANT warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONSULTANT'S professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONSULTANT to use due Standard Agreement Page 4 of 11 City of National City and Revised May 2017 STC Traffic diligence under this sub -section will render the CONSULTANT liable to the CITY for any increased costs that result from the CITY'S later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONSULTANT shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 14, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONSULTANT, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONSULTANT without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONSULTANT shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. CONSULTANT shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 15. 15. INDEMNIFICATION AND HOLD HARMLESS. The CONSULTANT agrees to defend, indemnify, and hold harmless the City of National City, its officers, officials, agents, employees, and volunteers against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONSULTANT'S negligent performance of this Agreement. CITY will cooperate reasonably in Standard Agreement Page 5of11 City of National City and Revised May 2017 STC Traffic the defense of any action, and CONSULTANT shall employ competent counsel, reasonably acceptable to the City Attorney. The indemnity, defense and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 16. WORKERS' COMPENSATION. The CONSULTANT shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Labor Code and all amendments thereto; and all similar State or federal acts or laws applicable; and shall indemnify, and hold harmless the CITY and its officers, employees, and volunteers from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the CONSULTANT under this Agreement. 17. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONSULTANT(S), when applicable, to purchase and maintain throughout the term of this Agreement, the following insurance policies: A. ® If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("any auto"). The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of either $2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 umbrella policy, covering all bodily injury and property damage arising out of its operations, work, or performance under this Agreement. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". The "project" or "location" should be noted with specificity on an endorsement that shall be incorporated into the policy. D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONSULTANT'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the CITY. Said endorsement shall be provided prior to commencement of work under this Agreement. If CONSULTANT has no employees subject to the California Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by CITY. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, officials, employees, and volunteers, so that any other policies held by the CITY Standard Agreement Page 6 of 11 City of National City and Revised May 2017 STC Traffic shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY's Risk Manager, at the address listed in subsection G below, of cancellation or material change. F. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONSULTANT shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. G. The Certificate Holder for all policies of insurance required by this Section shall be "City of National City, c/o Risk Manager, 1243 National City Boulevard, National City, CA 91950-4397. H. Insurance shall be written with only insurers authorized to conduct business in California that hold a current policy holder's alphabetic and financial size category rating of not less than A:VII according to the current Best's Key Rating Guide, or a company of equal financial stability that is approved by the CITY'S Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. I. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY'S Risk Manager. If the CONSULTANT does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. J. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. K. If the CONSULTANT maintains broader coverage or higher limits (or both) than the minimum limits shown above, the CITY requires and shall be entitled to the broader coverage or higher limits (or both) maintained by the CONSULTANT. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY. 18. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of - court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 19. TERMINATION. Standard Agreement Page 7 of 11 City of National City and Revised May 2017 STC Traffic A. This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 60-day's written notice to the CONSULTANT. During said 60-day period the CONSULTANT shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by the CONSULTANT in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONSULTANT as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONSULTANT, whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONSULTANT shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONSULTANT'S breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 7. E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONSULTANT; (2) a reorganization of the CONSULTANT for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONSULTANT. 20. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: To CITY: Stephen Manganiello Director of Public Works/City Engineer Engineering & Public Works Department City of National City 1243 National City Boulevard National City, CA 91950-4397 Standard Agreement Revised May 2017 Page 8of11 City of National City and STC Traffic To CONSULTANT: Jason Stack President STC Traffic, Inc. 5865 Avenida Encinas, Suite 142B Carlsbad, CA 92008 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 STC Traffic 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 Revised May 2017 STC Traffic City of National City and 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 STC TRAFFIC, INC. By: Ron Morrison, Mayor APPROVED AS TO FORM: Angil P. Morris -Jones City Attorney By: Roberto M. Contreras Deputy City Attorney Standard Agreement Revised May 2017 By: 1 p1 rteU 61'a&k Page 11 of 11 Morna Stack, CFO City of National City and STC Traffic ON -CALL PROJECT SUPPORT SERVICES FOR NATIONAL CITY'S CAPITAL IMPROVEMENT PROGRAM (CIP) March 6, 2017 City of National City Attention: Stephen Manganiello, Director of Public Works/ City Engineer Engineering and Public Works Department 1243 National City Boulevard National City, CA 91950 Subject: Statement of Qualifications for On -Call Project Support Services for National City's Capital Improvement Program (CIP) Dear Mr. Manganiello, STC Traffic, Inc. is pleased to submit this statement of qualifications for the On -Call Project Support Services for National City's CIP and range of disciplines and general services listed in the RFQ. I started STC over 10 years ago with a vision for delivering specialized engineering skill and expertise to public agencies in San Diego County. In the early years, National City engaged our firm to service traffic systems, operations and engineering tasks. Success on these tasks became a springboard for executing critical path on many more important and diverse projects for the City and supporting the City's CIP program delivery. Fast forward to today and STC is a recognized leader in on -call municipal engineering consulting services, contracting as a prime with nearly every municipality and public agency in the region. We're now 20 staff strong and National City is a prominent part of our firm's rise. We grew out of my vision for the company and simple ethos: get excellent work done, stay relevant (at the forefront of engineering practice and innovation), provide unique skillsets, continually seek and execute challenging work exceedingly well, strike a balance between the routine and spontaneity of our work, and most importantly grow the company with the best in the business and people who share our common values. We have a vision for National City's CIP delivery. Character comes first. We are successful because we are trusted with the City's work. Our business has grown and our achievement is rooted in good character. We're building more than great projects. We have created organizations that promote our professionals to reach their fullest potential. We are building tomorrows leaders creating sustainability and success in our respective organizations and our community. We know National City. Delivering the CIP expeditiously is what National City's taxpayers, representatives and management expect, Citizens and elected officials are increasingly involved in the decision -making process which puts pressure on staff. The City is accomplishing more with fewer staff and lower revenue streams. We supplement staff resources, provide special technical capabilities, and guide challenging projects. Our work is all about trust. We've built the confidence of both staff and management, and this has in -turn built the public's confidence in the City's ability to deliver its significant CIP. Institutional knowledge. STC will provide unique and highly valuable insight into agency infrastructure and procedures spanning over 10 years of practice in National City. We are a part of the City's CIP and organizational evolution. Our local knowledge combined with agency staff familiarity and confidence, enables STC to reduce risk and provide more effective project alternatives and costs for National City. STC delivers high value for the precious dollars spent. Wage ON -CALL PROJECT SUPPORT SERVICES FOR NATIONAL CITY`S CAPITAL IMPROVEMENT PROGRAM (CIP) We've evolved to meet your needs. As STC has grown the role of our firm on engineering contracts has evolved and broadened. In the beginning STC was more focused on design work, developing plans and specifications with contracts in the $10k to $100k range. Now, we are increasingly retained to implement complete CIP services on multi -year on -call engineering contracts in the $1M to $2M range. Project management continuity. STC offers the continuity the CIP requires with Nick Minicilli as Project Manager. Nick has been STC's project manager for National City for three years. Nick is intimately familiar with City expectations. Strong leadership is one of Nicks earmarks. Nick leads by example as a working manager, staying connected to projects on every level to sustain our exceeding service and provide innovative solutions and state-of-the-art practice. The Team. Team building for National City has been accomplished through years of previous work. We have assembled a team of talented and highly qualified local firms who share our values, are largley known to the City, and considered technical experts and leaders in their respective fields. We recognize that we need to self - deliver and meet the City's needs in responsive and flexible ways. The STC Team will get to the task at hand quickly and promote efficiency and performance. The STC Team is comprised as follows: ✓ Aark Engineering ✓ National Data & Surveying Services. Inc. ✓ Blueviolet Networks ✓ Ninvo and Moore ✓ C&S Engineers ✓ RECON Environmental. Inc. ✓ Ferguson Pape Baldwin Architects ✓ Sampo Engineering ✓ Katz & Associates, Inc. ✓ Schmidt Design Group ✓ MA Engineering We've had the distinct standing to service National City's CIP for more than 10 years and at the highest level over the past three years. I've watched as the City's Engineering and Public Works Department has reorganized to become more efficient and deliver more with less. New staff have become leaders in the City and promote a model of public service within the organization. We have confidence in, and a strong working relationship with, both staff and management. We continue to be as excited as ever to offer our services and work with National City to improve the community. I am the contact person for this statement of qualifications and available to discuss this with you should you have any questions about the information provided. We are excited and look forward to the opportunity to continue to build our combined track record of success for National City. Sincerely, STC Traffic, Inc. Jason Stack, TE President / Founder 21Page Page 3 of Exhibit "A" is Missing ON -CALL PROJECT SUPPORT SERVICES FOR NATIONAL CITY'S CAPITAL IMPROVEMENT PROGRAM (CIP) 1 Executive Summary STC fully understands that the RFQ's purpose is to provide the City with the best qualified engineering firms to perform the various CIP engineering services identified in the RFQ. This Statement of Qualifications details our Team's significant experience, project approach, and expert staff that will serve the exact needs of the City's Capital Improvement Program. 1.1 Project Understanding Consultants are critical to National City's CIP development and delivery process. National City staff are fully engaged in management of multiple disciplines, project delivery, and Engineering and Public Works management and operations. This on -call CIP consultant procurement will provide National City the expert resources and capacity to meet demand for professional services necessary to implement the CIP over the next 3 years. The CIP represents a "sliding" five-year budgeting process that determines the City's capital priorities and financing plan. Under the direction of the City Engineer, the CIP addresses the repair, replacement, and expansion of the City's infrastructure, facilities, parks, and housing. With the City's current 5-Year CIP expectation of over $60 million in major public improvements, the City's Department of Engineering and Public Works seeks licensed professional engineering firms to cover a broad range of disciplines and general services, to design, manage, and deliver these improvement projects on schedule and within budget. Additionally, the Department seeks professional support to help staff with day-to-day operations in general engineering services. STC submits these qualifications as a prime consultant and has selected the following disciplines and general services to offer the City for the on -call project support services contract for CIP: 1.2 Project Approach STC's Project Approach includes technical and managerial appliance that address some of the key elements and opportunities with performing the services. Our acumen is everything Transportation Engineering: Planning, Civil and Traffic engineering, Transit and Rail, Intelligent Transportation Systems, Operations, and Construction Management. The following are specific benefits STC offers through our understanding; focused on the City's requirements criteria for qualifications and experience. 4IPage STC has selected the following disciplines and general services to offer the City in support of the On -Call Project Support Services contract for CIP: Disciplines ✓ Civil Engineering ✓ Structural Engineering ✓ Mechanical Engineering ✓ Electrical Engineering ✓ Traffic Engineering ✓ Traffic Signal Communications Infrastructure & Systems Integration ✓ Traffic Data Collection ✓ Transportation Planning ✓ Architecture ✓ Landscape Architecture ✓ ADA Compliance and Universal Design ✓ Geographic Information Systems (GIS) ✓ Utility Design & Coordination ✓ Land Surveying ✓ Geotechnical ✓ Environmental Planning, Design & Engineering ✓ Environmental Compliance ✓ Construction Management & Inspections General Services ✓ Planning and Design ✓ Community Outreach ✓ Engineering and Project Management ✓ Grants Management ✓ Capital Needs Assessments & Asset Management CALIFORNIA - NAM ONAL CITY` 1a31 , orcofIpenATAO National City Pride — STC looks at this RFQ with deep interest. STC has a key role in the success achieved by the City's CIP over the past three years and we hold this with great pride. We were involved in many aspects of the CIP with increasing responsibility and diversified task orders. The previous on -call consultant procurement undertaking was a "first" in the City. This investment has resulted in significant improvement throughout the City, which has been greatly received by the community. STC is committed to National City. Since our inception over 10 years ago, we have sustained and will continue to foster a strong working relationship with the City of National City. STC holds this affiliation with National City's respective staff and community at large in the highest regard, as they have been instrumental in the growth of our company into a highly -recognized premier on -call engineering services firm. STC understands National City from a technical and community perspective. Our philosophy is to nurture a consolidated supportive team approach. That means from executive through to support staff level, each position will be working together, to guarantee service and products exceed National City's expectation, while continuously raising the bar for an unmatched reputation in on -call engineering services. We take "pride of ownership" in our projects, no matter how big or small and seek to execute all to the highest level of satisfaction for the City. This RFQ will grant another opportunity, allowing us to prove once again how passionate and dedicated we are to serve National City and its successful completion of projects. Experience and Technical Competence — The culture at STC is built on a foundation of providing on -call services to our clients, starting with jurisdictions throughout San Diego County. We understand the immediate nature of on -call contracts and stand ready to provide services to our clients when the needs arise. We have a team of professionals in San Diego, minutes from National City, that are available for in -person meetings and coordination when the needs arise. The STC Team has the skillset to deliver the disciplines and general services and has a proven track record of executing this exact work for the City. Our business model is built around providing professionals that deliver exceeding experience, diverse expertise, and quality. We understand the critical nature of municipal engineering. Projects have risks and we minimize the risks by providing experts that know how to get the job done right the first time. Poor engineering can expose limited budgets to change orders and related issues. We have stepped into the gap on projects in National City and resolved potential issues through innovative alternatives that work within the budget and get the project delivered. We leverage our expertise to maximize budgets and avoid potential pitfalls. This allows the City to precisely appropriate funds and achieve the most "bang for the buck" over the course of the CIP. Our on -call engineering services business model is proven by our success in National City and around the County. 51Page ON -CALL PROJECT SUPPORT SERVICES FOR NATIONAL CITY'S CAPITAL IMPROVEMENT PROGRAM (CIP) • We trust one another's professional expertise and integrity. We attract and retain our professionals. Of our 14-professional staff 5 are registered engineers. Our Team is built to self -deliver and unburden the City. This allows us to manage our team at a high-level rather than micro. We are all committed to each other and to National City. This dedication resonates with our staff. There will be times and task orders of high demand. Our Team has demonstrated perseverance and desire to help each other under the most challenging circumstances. Methods Proposed to Accomplish the Work —The City has established an RFQ which provides for a consultant to perform a broad range of on -call municipal engineering disciplines and general services. STC offers the continuity the City requires to manage the disciplines in Mr. Minicilli, P.E., T.E. the Project Manager. This management structure is important as Mr. Minicilli is intimately familiar with the City's CIP procedures and policies. Nick will be the primary interface with City staff and will have the day to day insight into progress and needs. Nick will ensure that the proper staffing is allocated for the various tasks and budgets and schedules are in -line. We have also assigned Henry Trang, P.E. as the Deputy Project Manager. Henry is well known to City staff and brings a broad background in Civil Engineering. With over 10 years of experience serving clients in San Diego County, Henry has a proven track record of successfully delivering projects for all CIP elements identified in this statement. Key project staff members and our sub -consultants will perform various tasks under Nick's and Henry's direction. The STC Team is committed to getting the job done and making staff available when you need them. STC has several additional staff for specific projects and designated to serve as appropriate. Our staff will be plugged into the project(s) and can assure the City the highest level of expertise with smooth transitions from planning and design to build. Financial Management and Accounting System — STC will illustrate in detail our capabilities, understanding, and sound Financial Management and Accounting practices in Section six. Not only do we follow regulations dictated in the Code of Federal Regulations (CFR) and Local Assistance Program Manual (LAPM), but we exercise measures internally to provide National City security, that all records are kept in accordance to specified guidelines. STC understands how essential it is to having a strong, sound, and secured financial management and accounting system; especially for Federal -Aid projects. This understanding will ensure National City receives funding promptly, and significantly reduces the burden of audit. STC is also keen on National City's preferences for billing procedure, and continuously analyzes costs to scope and track budgets. 1.3 Proposal Organization This Statement of Qualifications (SOQ) is prepared based on the requirements provided in the Request for Qualifications (RFQ) and follows the RFQ Organization. Wage Fee Schedule Project Designation Hourly Rate Senior Principal Manager $210 Principal Manager $195 Senior Project Manager $175 Project Manager $160 Construction Manager $150 Project Technical Specialist $150 Senior Planner $150 Senior Project Engineer $145 Construction Engineer/Inspector $135 Project Engineer $130 Associate Engineer $115 Assistant Engineer $100 Engineering Intern $60 Note: The Fee Schedule is effective through December 31, 2017. STC Traffic is a local business and there are no direct costs for mileage. Outsourced reimbursable expenses such as printing and reproductions, deliveries, and overnight services, computerized plotting, materials, shipping, postage, etc., will be charged to the client at the consultants cost without mark-up. RESOLUTION NO. 2017 — RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE A TWO-YEAR AGREEMENT WITH STC TRAFFIC, INC., 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; ARCHITECTURE; CONSTRUCTION MANAGEMENT AND INSPECTIONS; TRAFFIC SIGNAL COMMUNICATIONS INFRASTRUCTURE AND SYSTEMS INTEGRATION; LAND SURVEYING; ENVIRONMENTAL ASSESSMENTS; GEOTECHNICAL; CONSTRUCTION SUPPORT; PLAN 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; architecture; construction management and inspections; traffic signal communications infrastructure and systems integration; land surveying; environmental assessments; geotechnical; construction support; plan 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 STC Traffic, Inc., to provide on -call project support services for National City's Capital Improvement Program; and WHEREAS, the City has determined that STC Traffic„ Inc., is qualified by experience and ability to perform the services desired by the City, and STC Traffic, Inc., 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 STC Traffic, Inc., and authorizes the Mayor to execute an Agreement with STC Traffic, Inc., 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; architecture; construction management and inspections; traffic signal communications infrastructure and systems integration; land surveying; environmental assessments; geotechnical; construction support; plan 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. Jason Stack STC Traffic, Inc. 5865 Avenida Encinas, Suite 142B Carlsbad, CA 92008 Dear Mr. Stack, On June 6th, 2017, Resolution No. 2017-90 was passed of the City of National City, authorizing execution of Inc. We are enclosing for your records a certified copy of executed original Agreement. Sincerely, Michael R. Dalla, CMC City Clerk Enclosures and adopted by the City Council an Agreement with STC Traffic, the above Resolution and a fully