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HomeMy WebLinkAbout2017 CON Atkins North America - Support Services for Construction, Sewer Rates and Service ChargesAGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND ATKINS NORTH AMERICA, INC. THIS AGREEMENT is entered into on this 19th day of September, 2017, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and ATKINS NORTH AMERICA, INC., a corporation (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide the following professional services: 1) engineering and construction support services, including preparation of record drawings, for the National City Alley Improvements project; 2) support services for sewer user rate study; and 3) tax roll administration for annual sewer service charges. WHEREAS, on August 19, 2014, through adoption of City Council Resolution No. 2014-115, the CITY and the CONSULTANT entered into an Agreement whereby the CONSULTANT would provide on -call project support services for National City's Capital Improvement Program (CIP), including, but not limited to, sewer system management, preparation of sewer user rate studies and annual tax roll billing, civil engineering, Americans with Disability Act (ADA) / Universal Design, and community outreach. WHEREAS, the CONSULTANT was selected through a competitive Request for Qualifications process to perform work under said Agreement. WHEREAS, through said Agreement, which has subsequently expired, the CONSULTANT provided on -going sewer administration services, and served as the Engineer of Record responsible for preparing construction plans and specifications for the National City Alley Improvements project. WHEREAS, as the Engineer of Record, the CONSULTANT is required to provide construction support services, including preparation of record drawings, to facilitate project construction and close-out. WHEREAS, the CONSULTANT, as the Engineer of Record, is most qualified by experience and ability to perform the services desired by the CITY, and the CONSULTANT is willing to perform those services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONSULTANT. The CITY agrees to engage the CONSULTANT to provide construction support services for the National City Alley Improvement project, and on -going sewer administration services, and the CONSULTANT agrees to perform the services set forth here in accordance with all terms and conditions contained herein. The CONSULTANT represents that all services shall be performed directly by the CONSULTANT or under direct supervision of the CONSULTANT. 2. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective as of July 1, 2017. The duration of this Agreement is for the period of July 1, 2017 through August 31, 2018. 3. SCOPE OF SERVICES. The CONSULTANT will perform services as set forth in the attached Exhibit "A." The CONSULTANT shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the CITY. The 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. Cynthia S. Peraza, P.E., 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 $100,000. The compensation for the CONSULTANT'S work shall not exceed the rates set forth in Exhibit "A". Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibit "A", as determined by the Project Coordinator. The CONSULTANT shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY, and for furnishing of copies to the CITY, if requested. 6. ACCEPTABILITY OF WORK. The CITY shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of 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 Standard Agreement Revised July 2017 Page 2 of 11 City of National City and Atkins North America Agreement, the CITY or the CONSULTANT shall give to the other written notice. Within ten (10) business days, the CONSULTANT and the CITY shall each prepare a report which supports their position and file the same with the other party. The CITY shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT. 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONSULTANT for this project, whether paper or electronic, shall become the property of the CITY for use with respect to this project, and shall be turned over to the CITY upon completion of the project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONSULTANT hereby assigns to the CITY, and CONSULTANT thereby expressly waives and disclaims any copyright in, and the right to reproduce, all written material, drawings, plans, specifications, or other work prepared under this Agreement, except upon the CITY'S prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONSULTANT shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium, or method utilize the CONSULTANT'S written work product for the CITY'S purposes, and the CONSULTANT expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CITY of documents, drawings, or specifications prepared by the CONSULTANT shall relieve the CONSULTANT from liability under Section 14, but only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of Services of this project, unless otherwise mutually agreed. 8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers with one another. Neither the CONSULTANT nor the CONSULTANT'S employees are employees of the CITY, and are not entitled to any of the rights, benefits, or privileges of the CITY'S employees, including but not limited to retirement, medical, unemploy- ment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONSULTANT and the CONSULTANT'S employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONSULTANT and its employees. Neither this Agreement nor any interest herein may be assigned by the CONSULTANT without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or SUBCONSULTANTS, as the CONSULTANT may deem 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. Standard Agreement Page 3 of 11 Revised July 2017 Atkins North America City of National City and 9. CONTROL. Neither the CITY nor its officers, agents, or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANT'S employees, except as herein set forth, and the CONSULTANT or the CONSULTANT'S agents, servants, or employees are not in any manner agents, servants, or employees of the CITY, it being understood that the CONSULTANT its agents, servants, and employees are as to the CITY wholly independent CONSULTANT, and that the CONSULTANT'S obligations to the CITY are solely such as are prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, in the performance of the services to be provided herein, shall comply with all applicable state and federal statutes and regulations, and all applicable ordinances, rules, and regulations of the City of National City, whether now in force or subsequently enacted. The CONSULTANT and each of its SUBCONSULTANT(S), shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONSULTANT represents and covenants that the CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONSULTANT to practice its profession. 12. STANDARD OF CARE. A. The CONSULTANT, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONSULTANT'S trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT'S employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this Agreement, the CONSULTANT warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONSULTANT'S professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONSULTANT to use due diligence under this sub -section will render the CONSULTANT liable to the CITY for any increased costs that result from the CITY'S later inability to obtain the specified items or any 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. Standard Agreement Page 4 of 11 City of National City and Revised July 2017 Atkins North America 13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONSULTANT shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 14, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONSULTANT, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONSULTANT without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONSULTANT shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. CONSULTANT shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 15. 15. INDEMNIFICATION AND HOLD HARMLESS. The CONSULTANT agrees to defend, indemnify, and hold harmless the City of National City, its officers, officials, agents, employees, and volunteers against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONSULTANT'S negligent performance of this Agreement. CITY will cooperate reasonably in the defense of any action, and CONSULTANT shall employ competent counsel, reasonably acceptable to the City Attorney. 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. Standard Agreement Page 5 of 11 City of National City and Revised July 2017 Atkins North America 16. WORKERS' COMPENSATION. The CONSULTANT shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Labor Code and all amendments thereto; and all similar State or federal acts or laws applicable; and shall indemnify, and hold harmless the CITY and its officers, employees, and volunteers from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the CONSULTANT under this Agreement. 17. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONSULTANT(S), when applicable, to purchase and maintain throughout the term of this Agreement, the following insurance policies: A. ® If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("any auto"). The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of either $2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 umbrella policy, covering all bodily injury and property damage arising out of its operations, work, or performance under this Agreement. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". The "project" or "location" should be noted with specificity on an endorsement that shall be incorporated into the policy. D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONSULTANT'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the CITY. Said endorsement shall be provided prior to commencement of work under this Agreement. If CONSULTANT has no employees subject to the California Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by CITY. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, officials, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) 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. Standard Agreement Page 6 of 11 City of National City and Revised July 2017 Atkins North America 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 Californiathat hold a current policy holder's alphabetic and financial size category rating of not less than A:VII according to the current Best's Key Rating Guide, or a company of equal financial stability that is approved by the CITY'S Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. I. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY'S Risk Manager. If the CONSULTANT does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. J. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. K. If the CONSULTANT maintains broader coverage or higher limits (or both) than the minimum limits shown above, the CITY requires and shall be entitled to the broader coverage or higher limits (or both) maintained by the CONSULTANT. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY. 18. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of - court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 19. TERMINATION. A. This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 60-day's written notice to the Standard Agreement Page 7 of 11 Revised July 2017 Atkins North America City of National City and 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 91950-4301 Standard Agreement Revised July 2017 Page 8 of 11 City of National City and Atkins North America To CONSULTANT: Cynthia S. Peraza, P.E. Senior Project Manager Atkins North America, Inc. 3570 Carmel Mountain Road, Suite 300 San Diego, CA 92130 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 fmancial 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 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. Standard Agreement Page 9 of 11 Revised July 2017 Atkins North America City of National City and 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 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 Standard Agreement Page 10 of 11 Revised July 2017 Atkins North America City of National City and 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: ATKINS NORTH AMERICA, INC. By: RoYiMorrison, May r— Kenneth Hawkins, VP, Sector Manager By: Maureen NayovyIfh, Sr. VP APPROVED AS TO FORM: Angil P. Morris -Jones City Attorney By: ` ^1 oberto M. Contreras Deputy City Attorney Standard Agreement Page 11 of 11 Revised July 2017 Atkins North America City of National City and EXHIBIT "A" — SCOPE OF WORK 1.0 Construction Support Services for Alley Improvement Project • Meetings — will attend weekly contactor meetings and meetings in the field on an as -needed basis to resolve disputes and/or provide clarification on plans and construction methods • Requests for Information (RFIs) — will review and provide written responses to RFIs • Requests for Changes (RFCs) — will review and provide recommendations on contractor requests for substitutions or alternative construction techniques • Contactor submittals — will review and provide comments on contractor submittals • Punch List — will assist with preparation of punch list of outstanding items prior to final walk through and project close-out • Final Walk Through — will participate in Final Walk Through to ensure project was built consistent with the construction plans and specifications, and punch list items have been satisfied • Review final redline plans prepared by the contractor, which will included field verifications and meetings with contractor as needed. • Incorporate redline changes into record drawings to accurately reflect as -built conditions. 2.0 Tax Roll Administration for Annual Sewer Service Charges • Continue to update the City's sewer customer database • Continue to review Sweetwater Authority's water accounts and annual usage • Using updated information provided by the City, sewer charges will be calculated based on approved sewer user rates for each fiscal year • The list of sewer charges will be prepared for approval by the City Council and then submitted to the County of San Diego for processing on the property tax rolls • Direct bills will be sent to appropriate government agencies, as they cannot be billed with the property tax bills 3.0 Support Services for Sewer User Rate Study • Provide peer review of sewer user rate analysis and recommendations • Provide historic data from sewer customer database and forecasts as needed ATKINS EXHIBIT B ATKINS SOUTHWEST INFRASTRUCTURE STANDARD RATE SCHEDULE, EFFECTIVE JANUARY 1, 2017 ENGINEERING SERVICES Senior Engineer IV $225.00 Senior Engineer III 210.00 Senior Engineer II 170.00 Senior Engineer I 140.00 Engineer III 140.00 Engineer II 115.00 Engineer I 105.00 ENVIRONMENTAL SERVICES Senior Scientist IV $225.00 Senior Scientist III 210.00 Senior Scientist II 170.00 Senior Scientist I 140.00 Scientist II 115.00 Scientist I 105.00 Field Technician II 75.00 Field Technician I 70.00 GIS SERVICES Senior GIS Analyst III $210.00 Senior GIS Analyst II 170.00 Senior GIS Analyst I 140.00 GIS Analyst II 115.00 GIS Analyst I 105.00 DESIGN SERVICES Senior CAD Designer $140.00 CAD Designer II 115.00 CAD Designer I 105.00 CAD Technician III 105.00 CAD Technician II 85.00 CAD Technician I 75.00 ADMINISTRATIVE SERVICES Senior Administrative Coordinator I $140.00 Administrative Coordinator II 115.00 Administrative Coordinator I 105.00 Atkins North America, Inc. 3570 Carmel Mountain Road, Suite 300 San Diego, California 92130 Telephone: +1.858.874.1810 Fax: +1.858.259.0741 www.atkinsglobal.com/northamerica PROJECT/TECHNICAL MANAGEMENT SERVICES Senior Project Director $295.00 Senior Technical Manager II 295.00 Principal Technical Professional 295.00 Project Director 225.00 Senior Technical Manager I 225.00 Senior Project Manager 210.00 Technical Manager II 210.00 Project Manager 170.00 Technical Manager 170.00 FIELD CONSTRUCTION MANAGEMENT SERVICES Senior Resident Engineer $225.00 Resident Engineer 210.00 Senior Construction Manager 210.00 Superintendent 170.00 Construction Manager 170.00 Senior Field Representative II 140.00 Associate Construction Manger 140.00 Senior Field Representative I 115.00 Construction Management Rep. II 115.00 Construction Management Rep. I 105.00 Office Engineer I 105.00 Field Representative 85.00 LANDSCAPE ARCHITECTURE Senior Landscape Architect IV $225.00 Senior Landscape Architect III 210.00 Senior Landscape Architect II 170.00 Senior Landscape Architect I 140.00 Landscape Architect II 115.00 Landscape Architect I 105.00 PROJECT FINANCE SERVICES Project Financial Administrator $140.00 EXPENSES AND OUTSIDE SERVICES Identifiable non -salary costs that are directly attributable to the project, such as reproduction costs, telephone charges, mileage, postage, etc., are billed at actual cost plus 15 percent to cover overhead and administration costs plus 3 percent for insurance costs. Administrative time to produce customized invoice as requested by client will be billed at hourly rate provided. Fees for litigation and expert witness services will be charged at $450.00 per hour with a 4-hour minimum per day. Specialty licensing and software requested by client will be billed at actual cost plus 15 percent to cover overhead and administration costs. If applicable, a vehicle allowance of $12.00 per hour will be charged for the use of a company vehicle assigned to a project. PAYMENT TERMS A late payment finance charge at a rate of 18 percent per annum will be applied to any unpaid balance commencing 30 days after the date of original invoice. This rate schedule is subject to annual and/or periodic revisions as necessary to accommodate inflationary trends, salary adjustments and the general costs of business. Prevailing Wage Rate - Overtime will be charged at 1.25 times and Sundays and holidays will be charged at 1.70 times the above rates. H\Office\Fee Rate Sheets\2017 Standard Rate Sheet - San Diego.docx A CERTIFICATE OF LIABILITY INSURANCE Page 1 of 2 DATE (MM/DD/YYYY) 09/08/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Willis of New York, Inc. c/o 26 Century Blvd. P. O. Box 305191 Nashville, TN 37230-5191 INSURED Atkins North America, Inc. 2001 NW 107th Avenue Miami, FL 33172-2507 CONTACT NAMF PHONE (A/C NO FXT) E-MAIL ADDRESS- FAX877-945-7378 C No) 888-467-2378 certificates@willis.com INSURER(S)AFFORDING COVERAGE INSURERA: National Fire Insurance Company of Hartfo INSURERB:Valley Forge Insurance Company INSURERC:QBE Insurance Corporation NAIC# 20478-001 20508-001 39217-001 INSURER D. American Casualty Company of Reading, Pen INSURER E: Underwriter' s at Lloyds INSURER F: 20427-001 15792-001 COVERAGES CERTIFICATE NUMBER• '-----"" US, V1V1V1,1 IIIJIIIIIJCR. 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------- I TR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF POLICY EXP 1MMIDD/YYYY) (MMIDD/YYYYI LIMITS A X COMMERCIAL GENERAL LIABILITY Y 6045992831 4/1/2017 4/1/2018 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR PMgESRRocece) $ 1,000,000 Contractual Liability MEDEXP(Anyoneperson) $ IX PERSONAL & ADV INJURY 15,000 $ GEN'L AGGREGATE 1LIMIT APPLIES PER: GENERAL AGGREGATE 1,000,000 $ 2,000,000 P POLICY PRO - XI JECT X LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER. $ B AUTOMOBILE LIABILITY Y 6045992828 4/1/2017 4/1/2018 FEaaBCIdeDSINGLELIMIT $ 2,000,000 X ANY AUTO OWNED -- SCHEDULED BODILY INJURY(Perperson) $ X AUTOS ONLY AUTOS NON BODILY INJURY(Peraccident) $ X HIRED AUTOS ONLY x -OWNED AUTOS ONLY PROPERTY DAMAGE (Per accident) $ $ C X UMBRELLALIAB X OCCUR CCU3977184 4/1/2017 4/1/2018 EACH OCCURRENCE $ 2,000,000 EXCESS LIAB CLAIMS -MADE AGGREGATE $ 2,000,000 DED ',RETENTION$ $ D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y WC 6046196644 4/1/2017 4/1/2018 X PER ofF�' STATUTE FR y/ N ANY PROPRIETOR/PARTNER/EXECUTIVEI N OFFICER/MEMBER EXCLUDED? N/A E.L. EACH ACCIDENT $ 1,000,000 (Mandatory in NH) f yes, describe under E.L. DISEASE - EA EMPLOYEE $ 1 000 000 r , DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 E ;Professional Liability -Claims Made ', Retro Date B080111209P17 4/1/2017 4/1/2018 $1,000,000 $1,000,000 11/11/1961 Any One Claim Aggregate DESCRIPTION OF OPERATIONS / LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) Re: Capital Improvement Program On -Call Project Support Services. National Fire Insurance Company of Hartford AM Best Rating: A XIV Valley Forge Insurance Company AM Best Rating: A XIV QBE Insurance Corporation Best Rating: A XIV American Casualty Company of Reading Pennsylvania AM Best Rating: A XV Underwriter's at Lloyd's AM Best Rating: A XV CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS City of National City c/o Risk Manager 1243 National City Boulevard National City, CA 91950-4397 ACORD 25(2016/03) AUTHORIZED REPRESENTATIVE REPRESENTATIVE ale Coll : 5121162 Tpl : 2138669 Cert: 25627158 ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ACO DR � AGENCY Willis of New York, Inc. AGENCY CUSTOMER ID: 33004588 LOC#: ADDITIONAL REMARKS SCHEDULE POLICY NUMBER See First Page CARRIER See First Page ADDITIONAL REMARKS NAIC CODE NAMED INSURED Atkins North America, Inc. 2001 NW 107th Avenue Miami, FL 33172-2507 EFFECTIVE DATE: See First Page Page 2 of 2_ THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE Professional Liability policy is written on claims -made basis. Coverage: General Liability Policy #6045992831 Effective date and Expiration date: 04/01/2017 - Carrier Name: National Fire Insurance Company of Deductible: $0. Coverage: Automobile Liability Policy #6045992828 Effective date and Expiration date: 04/01/2017 Carrier Name: Valley Forge Insurance Company Deductible: $1,000 Comp. / $1,000 Coll. - APD Coverage: Workers Compensation Policy #WC6046196644 Effective date and Expiration date: 04/01/2017 - 04/01/2018 Carrier Name: American Casualty Company of Reading, Pennsylvania Deductible: $250,000 Coverage: Professional Liability Policy #B080111209P17 Effective date and Expiration date: 04/01/2017 - 04/01/2018 Carrier Name: Underwriter's at Lloyds Self -Insured Retention Deductible: $160,000 04/01/2018 Hartford - 04/01/2018 City and its officers, agents, employees and volunteers are included as Additional Insureds as respects to General Liability and Auto Liability. General Liability policy shall be Primary and Non-contributory with any other insurance in force for or which may be purchased by Additional Insureds. Waiver of Subrogation applies in favor of City with respects to Workers Compensation as permitted by law. ACORD 101 (2008/01) Coll :5121162 Tp1:2138669 Cert:25627158©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CNA Blanket Additional Insured - Owners, Lessees or Contractors - with Products -Completed Operations Coverage Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: I. The WHO IS AN INSURED section is amended to add as an Insured any person or organization whom the Named Insured is required by written contract to add as an additional insured on this coverage part, including any such person or organization, if any, specifically set forth on the Schedule attachment to this endorsement. However, such person or organization is an Insured only with respect to such person or organization's liability for: A. unless paragraph B. below applies, 1. bodily injury, property damage, or personal and advertising injury caused in whole or in part by the acts or omissions by or on behalf of the Named Insured and in the performance of such Named Insured's ongoing operations as specified in such written contract; or 2. bodily injury or property damage caused in whole or in part by your work and included in the products -completed operations hazard, and only if a. the written contract requires the Named Insured to provide the additional insured such coverage; and b. this coverage part provides such coverage. B. bodily injury, property damage, or personal and advertising injury arising out of your work described in such written contract, but only if: 1. this coverage part provides coverage for bodily injury or property damage included within the products completed operations hazard; and 2. the written contract specifically requires the Named Insured to provide additional insured coverage under the 11-85 or 10-01 edition of CG2010 or the 10-01 edition of CG2037. II. Subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: A. coverage broader than required by the written contract; or B. a higher limit of insurance than required by the written contract. III. The insurance granted by this endorsement to the additional insured does not apply to bodily injury, property damage, or personal and advertising injury arising out of: A. the rendering of, or the failure to render, any professional architectural, engineering, or surveying services, including: 1. the preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and 2. supervisory, inspection, architectural or engineering activities; or B. any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this coverage part. IV. Notwithstanding anything to the contrary in the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS, the Condition entitled Other Insurance, this insurance is excess of all other insurance available to the additional insured whether on a primary, excess, contingent or any other basis. However, if this insurance CNA75079XX (1-15) Page 1 of 2 Policy No: 6045992831 Endorsement No: Effective Date: April 1, 2017 Insured Name: Atkins US Holdings, Inc., Atkins North America, Inc., Faithful & Gould Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA Blanket Additional Insured - Owners, Lessees or Contractors - with Products -Completed Operations Coverage Endorsement is required by written contract to be primary and non-contributory, this insurance will be primary and non- contributory relative solely to insurance on which the additional insured is a named insured. V. Solely with respect to the insurance granted by this endorsement, the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: The Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended with the addition of the following: Any additional insured pursuant to this endorsement will as soon as practicable: 1. give the Insurer written notice of any claim, or any occurrence or offense which may result in a claim; 2. except as provided in Paragraph IV. of this endorsement, agree to make available any other insurance the additional insured has for any loss covered under this coverage part; 3. send the Insurer copies of all legal papers received, and otherwise cooperate with the Insurer in the investigation, defense, or settlement of the claim; and 4. tender the defense and indemnity of any claim to any other insurer or self insurer whose policy or program applies to a loss that the Insurer covers under this coverage part. However, if the written contract requires this insurance to be primary and non-contributory, this paragraph (4) does not apply to insurance on which the additional insured is a named insured. The Insurer has no duty to defend or indemnify an additional insured under this endorsement until the Insurer receives written notice of a claim from the additional insured. VI. Solely with respect to the insurance granted by this endorsement, the section entitled DEFINITIONS is amended to add the following definition: Written contract means a written contract or written agreement that requires the Named Insured to make a person or organization an additional insured on this coverage part, provided the contract or agreement: A. is currently in effect or becomes effective during the term of this policy; and B. was executed prior to: 1. the bodily injury or property damage; or 2. the offense that caused the personal and advertising injury for which the additional insured seeks coverage. Any coverage granted by this endorsement shall apply solely to the extent permissible by law. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA75079XX (1-15) Page 2 of 2 Insured Name: Atkins US Holdings, Inc. Copyright CNA All Rights Reserved. Policy No: 6045992831 Endorsement No: Effective Date: April 1, 2017 Atkins North America, Inc., Faithful & Gould Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA71527XX (Ed. 10/12) ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY It is understood and agreed that this endorsement amends the BUSINESS AUTO COVERAGE FORM as follows: SCHEDULE Name of Additional Insured Persons Or Organizations ANY PERSON OR ORGANIZATION WITH WHOM YOU HAVE AGREED, THROUGH WRITTEN CONTRACT, AGREEMENT OR PERMIT, EXECUTED PRIOR TO THE LOSS, TO PROVIDE ADDITIONAL INSURED COVERAGE. 1. In conformance with paragraph A.1.c. of Who Is An Insured of Section II — LIABILITY COVERAGE, the person or organization scheduled above is an insured under this policy. 2. The insurance afforded to the additional insured under this policy will apply on a primary and non-contributory basis if you have committed it to be so in a written contract or written agreement executed prior to the date of the "accident" for which the additional insured seeks coverage under this policy. All other terms and conditions of the Policy remain unchanged. CNA71527XX (10/12) Page 1 of 1 Policy No: 6045992828 Endorsement No: Effective Date: April 1, 2017 Insured Name: Atkins US Holdings, Inc., Atkins North America, Inc., Faithful & Gould Copyright CNA All Rights Reserved. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC000313 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT 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.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective: April 1, 2017 Policy No. WC6046196644 Endorsement No. Insured: Atkins US Holdings, Inc. Atkins North America, Inc., Faithful & Gould Insurance Company: American Casualty Company of Reading, PA WC 00 03 13 (Ed. 4-84) Copyright 1983 National Council on Compensation Insurance. CNA Changes - Notice of Cancellation or Material Restriction Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART EMPLOYEE BENEFITS LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART STOP GAP LIABILITY COVERAGE PART TECHNOLOGY ERRORS AND OMISSIONS LIABILITY COVERAGE PART SPECIAL PROTECTIVE AND HIGHWAY LIABILITY POLICY — NEW YORK DEPARTMENT OF TRANSPORTATION SCHEDULE Number of days notice (other than for nonpayment of premium): 90 Number of days notice for nonpayment of premium: 10 Name of person or organization to whom notice will be sent: Address: rs above, the number of days notice for nonpayment of premium will be 10 days. It is understood and agreed that in the event of cancellation or any material restrictions in coverage during the policy period, the Insurer also agrees to mail prior written notice of cancellation or material restriction to the person or organization listed in the above Schedule. Such notice will be sent prior to such cancellation in the manner prescribed in the above Schedule. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA74702XX (1-15) Policy No: 6045992831 Page 1 of 1 Endorsement No: Effective Date: April 1, 2017 Insured Name: Atkins US Holdings, Inc., Atkins North America, Inc., Faithful & Gould Copyright CNA All Rights Reserved. CNA CNA72315XX (Ed. 02/13) NOTICE OF CANCELLATION OR MATERIAL CHANGE - DESIGNATED PERSON OR ORGANIZATION It is understood and agreed that this endorsement amends the BUSINESS AUTO COVERAGE FORM as follows: In the event of cancellation or material change that reduces or restricts the insurance provided by this Coverage Form, we agree to send prior notice of cancellation or material change to the person or organization scheduled below at the address scheduled below. This endorsement does not amend our obligation to notify the Named Insured of cancellation as described in the Common Policy Conditions or in another endorsement attached to this policy. SCHEDULE 1. Number of days advance notice: 10 Days if we cancel for non-payment of premium. 90 Days if the policy is cancelled for any other reason, or if coverage is restricted or reduced by endorsement. 2. Person or Organization's Name and Address Name: Attention: Street Address: City, State, ZIP: e-mail address: All other terms and conditions of the Policy remain unchanged. CNA72315XX (02/13) Page 1 of 1 Insured Name: Atkins US Holdings, Inc. Policy No: 6045992828 Endorsement No: Effective Date: April 1, 2017 , Atkins North America, Inc., Faithful & Gould Copyright CNA All Rights Reserved. CNA 1 Workers Compensation And Employers Liability Insurance Policy Endorsement NOTICE OF CANCELLATION OR MATERIAL CHANGE ENDORSEMENT This endorsement modifies insurance provided under the WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY: In the event of cancellation or material change that reduces or restricts coverage during the policy period, we agree to send prior written notice in the manner prescribed, to the person or organization listed in the Schedule. 1. Number of days advance notice: 2. For nonpayment of premium: 10 For any other reason: 90 NameandAddressof Person orOrganization: SCHEDULE All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires rnnri irrantly with cam nnliry Form No: CNA87380XX (11-2016) Endorsement Effective Date: Endorsement No: Underwriting Company: American Casualty Company of Reading, PA Policy No: WC6046196644 Policy Effective Date: April 1, 2017 © Copyright CNA All Rights Reserved. RESOLUTION NO. 2017 — 184 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH ATKINS NORTH AMERICA, INC., FOR A NOT -TO -EXCEED AMOUNT OF $100,000 TO PROVIDE ON -CALL ENGINEERING AND CONSTRUCTION SUPPORT SERVICES, INCLUDING PREPARATION OF RECORD DRAWINGS, FOR THE NATIONAL CITY ALLEY IMPROVEMENTS PROJECT; SUPPORT SERVICES FOR A SEWER USER RATE STUDY; AND TAX ROLL ADMINISTRATION FOR ANNUAL SEWER SERVICE CHARGES WHEREAS, on August 19, 2014, the City Council adopted Resolution No. 2014- 115 approving an Agreement with Atkins North America, Inc., in the not to exceed amount of $500,000 to provide on -call project support services for National City's Capital Improvement Program (CIP), including, but not limited to, sewer system management, preparation of sewer user rate studies and annual tax roll billing, civil engineering, Americans with Disability Act (ADA) / Univertal Design, and community outreach; and WHEREAS, while under contract, Atkins North America served as the Engineer of Record responsible for preparing construction plans and specifications for the National City Alley Improvements Project; and WHEREAS, as the Engineer of Record, the City needs Atkins to provide construction support services, including preparation of record drawings, to facilitate project construction and close-out; and WHEREAS, in addition, the City desires to continue using Atkins North America to support the sewer user rate study and tax roll administration for annual sewer service charges; and WHEREAS, because the 2014 Agreement with Atkins North America has expired the City desires to enter into a new Agreement in the not to exceed amount of $100,000 with Atkins North America effective as of July 1, 2017 through August 31, 2018, to complete the current Alley Improvement Project and on -going sewer administration services. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the Mayor to execute an Agreement with Atkins North America, Inc., for a not -to -exceed amount of $100,000, effective as of July 1, 2017 through August 31, 2018, to provide on -call engineering and construction support services, including preparation of record drawings, for the National City Alley Improvements Project; support services for a sewer user rate study; any,. tax roll administration for annual sewer service charg s. The Agreement is on file in the office of the City Clerk. [Signature Page to Follow] Resolution No. 2017 — 184 Page Two PASSED and ADOPTED this 19th day of September,017. Roh Morrison, Mayor APPROVED AS TO FORM: 0 Passed and adopted by the Council of the City of National City, California, on September 19, 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 G City e City National City, California // lerk of th By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2017-184 of the City of National City, California, passed and adopted by the Council of said City on September 19, 2017. City Clerk of the City of National City, California By: Deputy CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT MEETING DATE: September 19, 2017 AGENDA ITEM NO. 10 M TITLE: Resolution of the City Council of the City of National City authorizing the Mayor to execute an Agreement with Atkins North America, Inc. for a not -to -exceed amount of $100,000 to provide, 1) engineering and construction support services, including preparation of record drawings, for the National City Alley Improvements project; 2) support services for sewer user rate study; and 3) tax roll administration for annual sewer service charges. PREPARED BY: Stephen Manganiello, City Engineer PHONE: 619-336-4382 EXPLANATION: See attached DEPARTMENT: Engineering/Public Works APPROVED BY: FINANCIAL STATEMENT: APPROVED: ACCOUNT NO. Funds available through prior City Council appropriations APPROVED: 001-409-500-598-6035 (Street Resurfacing CIP): $30,000.00 125-416-222-213-0000 (Sewer Fund Professional Services): $70,000.00 ENVIRONMENTAL REVIEW: N/A ORDINANCE: INTRODUCTION: FINAL ADOPTION: MIS STAFF RECOMMENDATION: Adopt Resolution authorizing the Mayor to execute an Agreement with Atkins North America, Inc. for a not -to -exceed amount of $100,000 to provide support services for the National City Alley Improvements project and sewer administration. BOARD / COMMISSION RECOMMENDATION: N/A ATTACHMENTS: 1. Explanation 2. Agreement 3. Resolution 150 ('G{ �70X AJo - If* Explanation: Atkins North America, Inc. was retained by the City of National City through a competitive Request for Qualifications process to provide on -call project support services for National City's Capital Improvement Program (CIP), including, but not limited to, sewer system management, preparation of sewer user rate studies and annual tax roll billing, civil engineering, Americans with Disability Act (ADA) / Universal Design, and community outreach. The original Agreement was authorized by City Council on August 19, 2014, per Resolution No. 2014-115. While under contract, Atkins North America served as the Engineer of Record responsible for preparing construction plans and specifications for the National City Alley Improvements project. As the Engineer of Record, staff needs Atkins to provide construction support services, including preparation of record drawings, to facilitate project construction and close-out. In addition, staff desires to continue using Atkins North America to support the sewer user rate study and tax roll administration for annual sewer service charges. The on -call Agreement with Atkins North America has expired. Therefore, staff is requesting that City Council authorize a new Agreement with Atkins North America to complete the current Alley Improvement project and on -going sewer administration services. AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND ATKINS NORTH AMERICA, INC. THIS AGREEMENT is entered into on this 19th day of September, 2017, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and ATKINS NORTH AMERICA, INC., a corporation (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide the following professional services: 1) engineering and construction support services, including preparation of record drawings, for the National City Alley Improvements project; 2) support services for sewer user rate study; and 3) tax roll administration for annual sewer service charges. WHEREAS, on August 19, 2014, through adoption of City Council Resolution No. 2014-115, the CITY and the CONSULTANT entered into an Agreement whereby the CONSULTANT would provide on -call project support services for National City's Capital Improvement Program (CIP), including, but not limited to, sewer system management, preparation of sewer user rate studies and annual tax roll billing, civil engineering, Americans with Disability Act (ADA) / Universal Design, and community outreach. WHEREAS, the CONSULTANT was selected through a competitive Request for Qualifications process to perform work under said Agreement. WHEREAS, through said Agreement, which has subsequently expired, the CONSULTANT provided on -going sewer administration services, and served as the Engineer of Record responsible for preparing construction plans and specifications for the National City Alley Improvements project. WHEREAS, as the Engineer of Record, the CONSULTANT is required to provide construction support services, including preparation of record drawings, to facilitate project construction and close-out. WHEREAS, the CONSULTANT, as the Engineer of Record, is most qualified by experience and ability to perform the services desired by the CITY, and the CONSULTANT is willing to perform those services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONSULTANT. The CITY agrees to engage the CONSULTANT to provide construction support services for the National City Alley Improvement project, and on -going sewer administration services, and the CONSULTANT -1- 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 as of July 1, 2017. The duration of this Agreement is for the period of July 1, 2017 through August 31, 2018. 3. SCOPE OF SERVICES. The CONSULTANT will perform services as set forth in the attached Exhibit "A." The CONSULTANT shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the CITY. The 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. Cynthia S. Peraza, P.E., 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 $100,000. The compensation for the CONSULTANT'S work shall not exceed the rates set forth in Exhibit "A". Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibit "A", as determined by the Project Coordinator. The CONSULTANT shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY, and for furnishing of copies to the CITY, if requested. 6. ACCEPTABILITY OF WORK. The CITY shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of 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 Standard Agreement Revised July 2017 Page 2of11 City of National City and Atkins North America -2- Agreement, the CITY or the CONSULTANT shall give to the other written notice. Within ten (10) business days, the CONSULTANT and the CITY shall each prepare a report which supports their position and file the same with the other party. The CITY shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT. 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONSULTANT for this project, whether paper or electronic, shall become the property of the CITY for use with respect to this project, and shall be turned over to the CITY upon completion of the project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONSULTANT hereby assigns to the CITY, and CONSULTANT thereby expressly waives and disclaims any copyright in, and the right to reproduce, all written material, drawings, plans, specifications, or other work prepared under this Agreement, except upon the CITY'S prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONSULTANT shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium, or method utilize the CONSULTANT'S written work product for the CITY'S purposes, and the CONSULTANT expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CITY of documents, drawings, or specifications prepared by the CONSULTANT shall relieve the CONSULTANT from liability under Section 14, but only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of Services of this project, unless otherwise mutually agreed. 8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers with one another. Neither the CONSULTANT nor the CONSULTANT'S employees are employees of the CITY, and are not entitled to any of the rights, benefits, or privileges of the CITY'S employees, including but not limited to retirement, medical, unemploy- ment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONSULTANT and the CONSULTANT'S employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONSULTANT and its employees. Neither this Agreement nor any interest herein may be assigned by the CONSULTANT without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or SUBCONSULTANTS, as the CONSULTANT may deem 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. Standard Agreement Page 3 of 11 City of National City and Revised July 2017 Atkins North America -3- 9. CONTROL. Neither the CITY nor its officers, agents, or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANT'S employees, except as herein set forth, and the CONSULTANT or the CONSULTANT'S agents, servants, or employees are not in any manner agents, servants, or employees of the CITY, it being understood that the CONSULTANT its agents, servants, and employees are as to the CITY wholly independent CONSULTANT, and that the CONSULTANT'S obligations to the CITY are solely such as are prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, in the performance of the services to be provided herein, shall comply with all applicable state and federal statutes and regulations, and all applicable ordinances, rules, and regulations of the City of National City, whether now in force or subsequently enacted. The CONSULTANT and each of its SUBCONSULTANT(S), shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONSULTANT represents and covenants that the CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONSULTANT to practice its profession. 12. STANDARD OF CARE. A. The CONSULTANT, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONSULTANT'S trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT'S employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this Agreement, the CONSULTANT warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONSULTANT'S professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONSULTANT to use due diligence under this sub -section will render the CONSULTANT liable to the CITY for any increased costs that result from the CITY'S later inability to obtain the specified items or any 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. Standard Agreement Revised July 2017 Page 4of11 City of National City and Atkins North America -4- 13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONSULTANT shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 14, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONSULTANT, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONSULTANT without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONSULTANT shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. CONSULTANT shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 15. 15. INDEMNIFICATION AND HOLD HARMLESS. The CONSULTANT agrees to defend, indemnify, and hold harmless the City of National City, its officers, officials, agents, employees, and volunteers against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONSULTANT'S negligent performance of this Agreement. CITY will cooperate reasonably in the defense of any action, and CONSULTANT shall employ competent counsel, reasonably acceptable to the City Attorney. 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. Standard Agreement Page 5 of 11 City of National City and Revised July 2017 Atkins North America -5- 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. M If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("any auto"). The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of either $2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 umbrella policy, covering all bodily injury and property damage arising out of its operations, work, or performance under this Agreement. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". The "project" or "location" should be noted with specificity on an endorsement that shall be incorporated into the policy. D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONSULTANT'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the CITY. Said endorsement shall be provided prior to commencement of work under this Agreement. If CONSULTANT has no employees subject to the California Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by CITY. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, officials, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY'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. Standard Agreement Revised July 2017 Page 6of11 City of National City and Atkins North America -6- 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 Californiathat hold a current policy holder's alphabetic and financial size category rating of not less than A:VII according to the current Best's Key Rating Guide, or a company of equal financial stability that is approved by the CITY'S Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. I. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY'S Risk Manager. If the CONSULTANT does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. J. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. K. If the CONSULTANT maintains broader coverage or higher limits (or both) than the minimum limits shown above, the CITY requires and shall be entitled to the broader coverage or higher limits (or both) maintained by the CONSULTANT. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY. 18. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of - court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 19. TERMINATION. A. This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 60-day's written notice to the Standard Agreement Revised July 2017 Page 7 of 11 City of National City and Atkins North America -7- 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: Standard Agreement Revised July 2017 Stephen Manganiello Director of Public Works/City Engineer Engineering & Public Works Department City of National City 1243 National City Boulevard National City, CA 91950-4301 Page 8of11 City of National City and Atkins North America -8- To CONSULTANT: Cynthia S. Peraza, P.E. Senior Project Manager Atkins North America, Inc. 3570 Carmel Mountain Road, Suite 300 San Diego, CA 92130 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. ri 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 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. Standard Agreement Revised July 2017 Page 9 of 11 City of National City and Atkins North America -9- 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 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 Standard Agreement Revised July 2017 Page 10 of 11 City of National City and Atkins North America -10- 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 ATKINS NORTH AMERICA, INC. By: Ron Morrison, Mayor Kenne wkins, V , Sector Manager Maureen Nayow , Sr. VP APPROVED AS TO FORM: Angil P. Morris -Jones City Attorney By: Roberto M. Contreras Deputy City Attorney Standard Agreement Page 11 of 11 City of National City and Revised July 2017 Atkins North America -11- EXHIBIT "A" — SCOPE OF WORK 1.0 Construction Support Services for Alley Improvement Project • Meetings —will attend weekly contactor meetings and meetings in the field on an as -needed basis to resolve disputes and/or provide clarification on plans and construction methods • Requests for Information (RFIs) — will review and provide written responses to RFIs • Requests for Changes (RFCs) — will review and provide recommendations on contractor requests for substitutions or alternative construction techniques • Contactor submittals — will review and provide comments on contractor submittals • Punch List — will assist with preparation of punch list of outstanding items prior to final walk through and project close-out • Final Walk Through — will participate in Final Walk Through to ensure project was built consistent with the construction plans and specifications, and punch list items have been satisfied • Review final redline plans prepared by the contractor, which will included field verifications and meetings with contractor as needed. • Incorporate redline changes into record drawings to accurately reflect as -built conditions. 2.0 Tax Roll Administration for Annual Sewer Service Charges • Continue to update the City's sewer customer database • Continue to review Sweetwater Authority's water accounts and annual usage • Using updated information provided by the City, sewer charges will be calculated based on approved sewer user rates for each fiscal year • The list of sewer charges will be prepared for approval by the City Council and then submitted to the County of San Diego for processing on the property tax rolls • Direct bills will be sent to appropriate government agencies, as they cannot be billed with the property tax bills 3.0 Support Services for Sewer User Rate Study • Provide peer review of sewer user rate analysis and recommendations • Provide historic data from sewer customer database and forecasts as needed -12- ATKINS EXHIBIT "B" ATKINS SOUTHWEST INFRASTRUCTURE STANDARD RATE SCHEDULE, EFFECTIVE JANUARY 1, 2014 ENGINEERING SERVICES Principal Engineer V $265.00 Principal Engineer IV 240.00 Principal Engineer III 220.00 Principal Engineer II 200.00 Principal Engineer I 190.00 Supervising Engineer II 180.00 Supervising Engineer I 165.00 Senior Engineer III 155.00 Senior Engineer II 145.00 Senior Engineer I 135.00 Engineer III 125.00 Engineer II 115.00 Engineer I 105.00 Engineering Aide 70.00 CONSTRUCTION RELATED SERVICES Senior Construction Manager $175.00 Senior Project Engineer (Const.) 155.00 Construction Manager 140.00 Prevailing Wage Field Rep.** 125.00 Senior Field Representative* 115.00 Construction Management Rep. II* 100.00 Construction Management Rep. I* 90.00 Sr. Contract Administrator 100.00 Contract Administrator 85.00 ENVIRONMENTAL SCIENCE SERVICES Supervising Scientist $225.00 Senior Scientist III 180.00 Senior Scientist II 165.00 Senior Scientist I 140.00 Scientist III 125.00 Scientist II 110.00 Scientist I 90.00 Assistant Scientist 75.00 Research Assistant 60.00 PUBLIC AFFAIRS/COMMUNITY RELATIONS Project Manager $170.00 Community Relations Specialist 140.00 Assistant Project Manager 125.00 Account Coordinator 80.00 Atkins North America, Inc. 3570 Carmel Mountain Road, Suite 300 San Diego, California 92130 Telephone: +1.858.874.1810 Fax: +1.858.259.0741 www.atkinsglobal.com/northamerica OTHER PROFESSIONAL SERVICES Principal Professional $196.00 Supervising Professional 170.00 CASp/Access Specialist 150.00 Sr. Professional III / Sr. GIS Analyst III 150.00 Senior Professional II / Sr. GIS Analyst II 135.00 Senior Professional I / Sr. GIS Analyst I 122.00 Professional II / GIS Analyst II 101.00 Professional I / GIS Analyst I 88.00 DESIGN & GRAPHIC SERVICES Senior Designer IV $165.00 Senior Designer III 140.00 Senior Designer II 135.00 Senior Designer I 120.00 Designer II 110.00 Designer I 100.00 Graphics Designer II 100.00 Graphics Designer I 95.00 CAD Technician III 95.00 CAD Technician II 85.00 CAD Technician I 70.00 LANDSCAPE ARCHITECTURE Sr. Landscape Architect $180.00 Sr. Landscape Architect II 120.00 Landscape Architect I 100.00 ADMINISTRATIVE SERVICES Senior Administrator II $135.00 Senior Administrator I 115.00 Senior Administrative Assistant III 95.00 Senior Administrative Assistant II 85.00 Senior Administrative Assistant I 80.00 Administrative Assistant III 75.00 Administrative Assistant II 65.00 Administrative Assistant I / Clerk 60.00 * Non -Prevailing Wage **Prevailing Wage Rate - Overtime will be charged at 1.25 times and Sundays and holidays will be charged at 1.70 times the above rates. EXPENSES AND OUTSIDE SERVICES Identifiable non -salary costs that are directly attributable to the project, such as reproduction costs, telephone charges, mileage postage, etc., are billed at actual cost plus 10 percent to cover overhead, administration, and insurance costs. Fees for litigation and expert witness services will be charged at $450.00 per hour with a 4-hour minimum per day. Computer Aided Drafting, hydrologic water, sewer and stormwater modeling, GIS, automated mapping, database and web programming, etc., is charged at $5 per labor hour. If applicable, a vehicle allowance of $8.00 per hour will be charged for the use of a company vehicle assigned to an inspector. PAYMENT TERMS A late payment finance charge at a rate of 18 percent per annum will be applied to any unpaid balance commencing 30 days after the date of original invoice. This rate schedule is subject to annual and/or periodic revisions as necessary to accommodate inflationary trends, salary adjustments and the general costs of business. C:\Users\182441Desktop\CP 2014 Standard Rate Sheet - San Diego.docx -13- RESOLUTION NO. 2017 — RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH ATKINS NORTH AMERICA, INC., FOR A NOT -TO -EXCEED AMOUNT OF $100,000 TO PROVIDE ON -CALL ENGINEERING AND CONSTRUCTION SUPPORT SERVICES, INCLUDING PREPARATION OF RECORD DRAWINGS, FOR THE NATIONAL CITY ALLEY IMPROVEMENTS PROJECT; SUPPORT SERVICES FOR A SEWER USER RATE STUDY; AND TAX ROLL ADMINISTRATION FOR ANNUAL SEWER SERVICE CHARGES WHEREAS, on August 19, 2014, the City Council adopted Resolution No. 2014- 115 approving an Agreement with Atkins North America, Inc., in the not to exceed amount of $500,000 to provide on -call project support services for National City's Capital Improvement Program (CIP), including, but not limited to, sewer system management, preparation of sewer user rate studies and annual tax roll billing, civil engineering, Americans with Disability Act (ADA) / Universal Design, and community outreach; and WHEREAS, while under contract, Atkins North America served as the Engineer of Record responsible for preparing construction plans and specifications for the National City Alley Improvements Project; and WHEREAS, as the Engineer of Record, the City needs Atkins to provide construction support services, including preparation of record drawings, to facilitate project construction and close-out; and WHEREAS, in addition, the City desires to continue using Atkins North America to support the sewer user rate study and tax roll administration for annual sewer service charges; and WHEREAS, because the 2014 Agreement with Atkins North America has expired the City desires to enter into a new Agreement in the not to exceed amount of $100,000 with Atkins North America effective as of July 1, 2017 through August 31, 2018, to complete the current Alley Improvement Project and on -going sewer administration services. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the Mayor to execute an Agreement with Atkins North America, Inc., for a not -to -exceed amount of $100,000, effective as of July 1, 2017 through August 31, 2018, to provide on -call engineering and construction support services, including preparation of record drawings, for the National City Alley Improvements Project; support services for a sewer user rate study; and tax roll administration for annual sewer service charges. The Agreement is on file in the office of the City Clerk. [Signature Page to Follow] Resolution No. 2017 — Page Two PASSED and ADOPTED this 19th day of September, 2017. Ron Morrison, Mayor ATTEST: Michael R. Dalla, City Clerk APPROVED AS TO FORM: Angil P. Morris -Jones City Attorney CITY OF NATIONAL CITY Office of the City Clerk 1243 National City Blvd., National City, California 91950 619-336-4228 Michael R. Dalla, CMC - City Clerk September 25, 2017 Ms. Cynthia S. Peraza, P.E. Senior Project Manager Atkins North America, Inc. 3570 Carmel Mountain Road, Suite 300 San Diego, CA 92130 Dear Ms. Peraza, On September 19th, 2017, Resolution No. 2017-184 was passed and adopted by the City Council of the City of National City, authorizing execution of an Agreement with Atkins North America, Inc. We are enclosing for your records a certified copy of the above Resolution and a fully executed original Agreement. Sincerely, ,eJpiii47/41),(1, Michael R. Dalla, CMC City Clerk Enclosures