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HomeMy WebLinkAboutAir Quality Compliance Solutions DBA Rely Environmental - On Call Environmental Services - 2019AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND AIR QUALITY COMPLIANCE SOLUTIONS, INC., DBA; RELY ENVIRONMENTAL THIS AGREEMENT is entered into on this 22nd day of January, 2019, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and Air Quality Compliance Solutions, Inc., DBA; Rely Environmental, a California corporation (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide on -call environmental compliance management services. WHEREAS, on February 2, 2017, the Engineering & Public Works Department advertised a Request for Qualifications (RFQ) for on -call professional services for National City's Capital Improvement Program. WHEREAS, on March 6, 2017, the CONSULTANT submitted a Statement of Qualifications (SOQ) in response to the RFQ, consistent with the requirements of the RFQ. WHEREAS, the CITY has determined that the CONSULTANT is a professional environmental consulting firm specializing in environmental compliance management and is qualified by experience and ability to perform the services desired by the CITY, and the CONSULTANT is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONSULTANT. The CITY agrees to engage the CONSULTANT to provide on -call environmental compliance management 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 on January 1, 2019. The duration of this Agreement is for the period of January 1, 2019 through December 31, 2020. This Agreement may be extended by mutual agreement upon the same terms and conditions for an additional one (1) year term. The Parties may exercise up to three, one-year extensions. Any extension of this Agreement must be approved in writing by the City Council. 3. SCOPE OF SERVICES. The CONSULTANT will perform services as needed, including, but not limited to, environmental compliance management involving water quality, air quality, and hazardous materials, further described and as set forth in 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 Engineering & Public Works, 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. Scott Storms, President, thereby is designated as the Project Director for the CONSULTANT. 5. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT shall be based on monthly billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work described in Exhibit "A" shall not exceed $300,000. The compensation for the CONSULTANT'S work shall not exceed the rates set forth in Exhibit "A". Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibit "A", as determined by the CITY. The CONSULTANT shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY, and for furnishing of copies to the CITY, if requested. 6. ACCEPTABILITY OF WORK. The CITY shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement, and the amount of compensation due. In the event the CONSULTANT and the CITY cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT in this Agreement, the CITY or the CONSULTANT shall give to the other written notice. Within ten (10) business days, the CONSULTANT and the CITY shall each prepare a report which supports their position and file the same with the other party. The CITY shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT. 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONSULTANT for this project, whether paper or electronic, shall become the property of the Standard Agreement Page 2 of 11 Revised July 2017 Rely Environmental City of National City and 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 documents) necessary to further effectuate this waiver and disclaimer. The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium, or method utilize the CONSULTANT'S written work product for the CITY'S purposes, and the CONSULTANT expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CITY of documents, drawings, or specifications prepared by the CONSULTANT shall relieve the CONSULTANT from liability under Section 14, but only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of Services of this project, unless otherwise mutually agreed. 8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers with one another. Neither the CONSULTANT nor the CONSULTANT'S employees are employees of the CITY, and are not entitled to any of the rights, benefits, or privileges of the CITY'S employees, including but not limited to retirement, medical, unemploy- ment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONSULTANT and the CONSULTANT'S employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONSULTANT and its employees. Neither this Agreement nor any interest herein may be assigned by the CONSULTANT without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or SUBCONSULTANTS, as the CONSULTANT may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONSULTANT with its SUBCONSULTANT(S) shall require the SUBCONSULTANT(S) to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CITY nor its officers, agents, or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANT'S employees, except as herein set forth, and the CONSULTANT or the CONSULTANT'S agents, servants, or employees are not in any manner agents, servants, or employees of the CITY, it being understood that the CONSULTANT its agents, servants, and employees are as to the CITY wholly independent CONSULTANT, and that the CONSULTANT'S obligations to the CITY are solely such as are prescribed by this Agreement. Standard Agreement Page 3 of 11 Revised July 2017 Rely Environmental City of National City and 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. 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 Standard Agreement Page 4 of 11 Revised July 2017 Rely Environmental City of National City and 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 performance or other obligations under this Agreement; provided, however, that this indemnification and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the CITY, its agents, officers, employees or volunteers. CITY will cooperate reasonably in the defense of any action, and CONSULTANT shall employ competent counsel, reasonably acceptable to the City Attorney. The indemnity, defense, and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 16. WORKERS' COMPENSATION. The CONSULTANT shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California 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 Standard Agreement Page 5 of 11 City of National City and Revised July 2017 Rely Environmental 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 oh or before the date of this Agreement. G. The Certificate Holder for all policies of insurance required by this Section shall be: City of National City c/o Risk Manager 1243 National City Boulevard National City, CA 91950-4397 Standard Agreement Page 6 of 11 Revised July 2017 Rely Environmental City of National City and H. Insurance shall be written with only insurers authorized to conduct business in California that hold a current policy holder's alphabetic and financial size category rating of not less than A:VII according to the current Best's Key Rating Guide, or a company of equal financial stability that is approved by the CITY'S Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. I. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY'S Risk Manager. If the CONSULTANT does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. J. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. CITY reserves the right to modify the insurance requirements of this Section 17, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 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 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. Standard Agreement Page 7 of 11 Revised July 2017 Rely Environmental City of National City and 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 Engineering & Public Works Engineering & Public Works Department City of National City 1243 National City Boulevard National City, CA 91950-4301 To CONSULTANT: Scott Storms President Rely Environmental 3276 Rosecrans Street, Suite 201 San Diego, CA 92110 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, Standard Agreement Page 8 of 11 Revised July 2017 Rely Environmental City of National City and demand, request or communication sent. Any notice, request, demand, direction or other communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty- eight (48) hours by letter mailed or delivered as specified in this Section. 21. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONSULTANT shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the City of National City. The CONSULTANT also agrees not to specify any product, treatment, process or material for the project in which the CONSULTANT has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The CONSULTANT shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONSULTANT shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the CITY in which the CONSULTANT has a financial interest as defined in Government Code Section 87103. The CONSULTANT represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. ❑ If checked, the CONSULTANT shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONSULTANT shall file a Statement of Economic Interests with the City Clerk of the City of National City in a timely manner on forms which the CONSULTANT shall obtain from the City Clerk. The CONSULTANT shall be strictly liable to the CITY for all damages, costs or expenses the CITY may suffer by virtue of any violation of this Section 21 by the CONSULTANT. 22. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720, 1720.2, 1720.3, 1720.4, and 1771. Consultant is solely responsible to determine if State prevailing wage rates apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 23. MISCELLANEOUS PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state, or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. Standard Agreement Page 9 of 11 Revised July 2017 Rely Environmental City of National City and 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. The venue for any action shall be a court of competent jurisdiction in the County of San Diego, State of California. I. Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under the Agreement, per Government Code Section 8546.7. J. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. K. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. L. Subcontractors or Subconsultants. The CITY is engaging the services of the CONSULTANT identified in this Agreement. The CONSULTANT shall not subcontract any portion of the work, unless such subcontracting was part of the original proposal or is allowed by the CITY in writing. In the event any portion of the work under this Agreement is subcontracted, the subconsultant(s) shall be required to comply with and agree to, for the benefit of and in favor of the CITY, both the insurance provisions in Section 17 and the indemnification and hold harmless provision of Section 15 of this Agreement. M. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. Standard Agreement Page 10 of 11 Revised July 2017 Rely Environmental City of National City and CITY OF NATIONAL CITY By: AIR QUALITY COMPLIANCE SOLUTIONS, INC., DBA; RELY ENVIRONMENTAL By: Aleja olis, Mayor Scott St President APPROVED AS TO FORM: Angil P. Morris -Jones ity Attorney By: R erto M. Contreras Deputy City Attorney Bv: 64-1 ott S orms Secretary Standard Agreement Page 11 of 11 Revised July 2017 Rely Environmental City of National City and KeI Envirut nen[al 12/17/2018 Stephen Manganiello Director of Public Works/City Engineer City of National City Engineering & Public Works Department 1243 National City Boulevard National City, CA 91950 Dear Mr. Mangeniello, EXHIBIT "A" We make compliance easy Rely Environmental is a small team of environmental professionals with a mission to help municipalities, businesses, hospitals and other institutions in Southern California comply with environmental regulations. We have been providing environmental compliance consulting services to entities in Southern California for 16 years. Rely provides services that are thorough, cost effective and objective based. Rely Environmental has extensive experience in the municipal environmental compliance field. We currently provide services to the following public agencies in Southern California: • City of Oceanside • City of San Marcos • City of La Mesa • City of Carlsbad • City of El Cajon • City of Vista • City of Poway • Vallecitos Water District • San Diego Metro Transit Service Rely Environmental has an excellent reputation with regulatory agencies. We foster this relationship actively and leverage it to our client's advantage whenever possible. We take pride in the work we do. Rely Environmental is detail oriented and data driven to provide the best customer service possible while simultaneously understanding the final consumers of our product are local regulatory agencies. Thank you again for this opportunity to provide services to the City of National City. Best regards, Scott Storms, President, Rely Environmental Rely Environmental 3276 Rosecrans Street, Suite 201 San Diego, CA 92110 www.relyenvironmental.com Phone: 844-992-RELY Fax: 619-374-7133 Page 1 of 8 Proposal: Environmental Compliance Consulting for the City of National City Rely Environmental Version: 3.0 Submitted on: 12/17/2018 1. Executive Summary The City of National City operates numerous facilities with activities and equipment that are regulated by federal, state and local environmental agencies. While individual requirements are not burdensome, taken together the management can become difficult and confusing. Rely Environmental proposes to continue providing expert and timely environmental compliance management consulting to the City of National City. The six primary environmental agencies that regulate the City of National City are: a. San Diego County Department of Environmental Health, Hazardous Materials Division b. San Diego County Air Pollution Control District c. California Air Resources Board d. Department of Toxic Substances Control e. California Air Resources Board 2. Contact Information a. Legal name and address: Air Quality Compliance Solutions, Inc., DBA: Rely Environmental b. Legal form of company: California Corporation as per Subchapter S c. Address of office working on project: 3276 Rosecrans Street, Suite 201 San Diego, CA 92110 d. Proposal contact information: Scott Storms Phone: 619-379-1457 Fax: 619-374-7133 Email: sstorms©relyenvironmental.com Rely Environmental 3276 Rosecrans Street, Suite 201 San Diego, CA 92110 www.relyenvironmental.com Phone: 844-992-RELY Fax: 619-374-7133 Page 2 of 8 3. Identification of services Rely Environmental proposes to provide environmental consulting services to maintain compliance with the following four regulatory agencies: San Diego County Department of Environmental Health, Hazardous Materials Division The San Diego County Department of Environmental Health, Hazardous Materials Division (SDDEH,HMD) is the local agency that is authorized to implement and enforce California's environmental health laws relating to: 1. Hazardous materials 2. Hazardous waste 3. Universal waste 4. Medical waste 5. Underground Storage Tanks 6. Above Ground Petroleum Storage Tanks 7. Accidental Release Program 8. California Environmental Reporting System San Diego County Air Pollution Control District The San Diego County Air Pollution Control District (SD-APCD) implements and enforces stationary and portable source air pollution regulations in the County of San Diego. These regulations are found in the California Health and Safety Code, the California Code of Regulations and the SD-APCD local rule book. Cities such as the City of National City typically have a small number of regulated equipment and activities that include: 1. Emergency generators 2. Boilers 3. Portable equipment 4. Landfills 5. Asbestos removal California Air Resources Board The California Air Resources Board (CARB) regulates portable and mobile emission sources in the State of California. Cities typically have the following equipment that is regulated by CARB: 1. On -road, heavy-duty diesel vehicles 2. Off -road, heavy-duty diesel equipment 3. Portable diesel equipment 4. Asbestos removal Rely Environmental has an excellent reputation with regulatory agencies. We foster this relationship actively and leverage it to our client's advantage whenever possible. We emphasize customer service to our clients while simultaneously understanding that the final consumers of our product are local regulatory agencies. Rely Environmental 3276 Rosecrans Street, Suite 201 San Diego, CA 92110 www.relyenvironmental.com Phone: 844-992-RELY Fax: 619-374-7133 Page 3 of 8 4. Scopes of work: i. Hazardous materials and waste inspections: 1. Verify current UPF Permit 2. Inspect storage of hazardous materials and hazardous/universal/medical waste to verify: a. Proper storage b. Proper labeling c. Allowed retention times are met d. Correct documentation of removal 3. Verify current required training 4. Provide inspection report ii. Emergency generator inspections: 1. Review permit 2. Review operational records 3. Verify operation is in compliance with permit limits 4. Review maintenance log 5. Review O&M manual availability 6. Provide inspection report iii. Complyrs environmental management software Complyrs is the first -of -its -kind compliance management tool designed specifically for the needs of California facility managers. Complyrs offers compliance program management for: 1. Hazardous materials 2. Hazardous waste 3. Underground storage tanksl 4. Above ground petroleum storage 5. Medical waste 6. Universal waste 7. California Environmental Reporting System (CERS) 8. Emergency diesel engines 9. Stormwater iv. In person training sessions/online training Sites can have in -person training on online training of the following subjects: 1. Hazardous materials and waste 2. Stormwater pollution prevention 3. Aboveground petroleum storage 4. Vapor recovery systems 5. Underground storage tank operation 6. Using safety data sheets (SDS) 7. Electrical safety 8. Ergonomics 9. Fire safety 10. Hazardous communication, biological hazards, bloodborne pathogens, PPEs 11. Slip and fall, floors, walkways, and lighting 12. Workplace violence Rely Environmental 3276 Rosecrans Street, Suite 201 San Diego, CA 92110 www.relvenvironmental.com Phone: 844-992-RELY Fax: 619-374-7133 Page 4 of 8 v. SDS inventory and website SDS follow up inspections and updates 1. On a biannual basis, conduct a follow-up inventory of all assigned locations 2. After each inspection, provide an updated inventory to facility staff and National City management to determine if any items need to be added to the inventory or if any items can be changed to an archived status 3. Update any SDS that have been superseded by new versions 4. Deliver updated QR code posters to each site 5. Upload SDSs to internet access portal vi. CERS review 1. Facility information 2. Emergency contacts 3. Business activities 4. Hazardous materials inventory 5. Site map 6. Emergency response plan 7. Training plan 5. work plan and pricing For the activities listed in a: Scopes of Work Hazardous materials and waste inspections Number of times/year Unit Price Annual billing Public Works Yard 12 $ 300 $ 3,600 Fire Station #31 2 $ 300 $ 600 Fire Station #34 2 $ 300 $ 600 Police Station 2 $ 300 $ 600 Municipal Pool 2 $ 300 $ 600 Morgan and Kimball Towers 2 $ 300 $ 600 City Hall 2 $ 300 $ 600 Tradesman Shop 2 $ 300 $ 600 Sub total $ 7,800 Emergency generator inspections Number of times/year Unit Price Annual billing Fire Station #31 2 $ 150 $ 300 Fire Station #34 2 $ 150 $ 300 Police Station 2 $ 150 $ 300 Morgan and Kimball Towers 2 $ 150 $ 300 City Hall 2 $ 150 $ 300 Sub total $ 1,500 Rely Environmental 3276 Rosecrans Street, Suite 201 San Diego, CA 92110 www.relvenvironmental.com Phone: 844-992-RELY Fax: 619-374-7133 Page 5 of 8 Complyrs environmental management software Number of times/year Unit Price Annual billing Public Works Yard 12 $ 25 $ 300 Fire Station #31 12 $ 10 $ 120 Fire Station #34 12 $ 10 $ 120 Police Station 12 $ 10 $ 120 Municipal Pool 12 $ 10 $ 120 Morgan and Kimball Towers 12 $ 10 $ 120 City Hall 12 $ 10 $ 120 Tradesman Shop 12 $ 10 $ 120 Sub total $ 1,140 Training: in person Number of times/year Unit Price Annual billing Public Works Yard 1 $ 300 $ 300 Fire Station #31 1 $ 300 $ 300 Fire Station #34 1 $ 300 $ 300 Police Station 1 $ 300 $ 300 Municipal Pool 1 $ 300 $ 300 Morgan and Kimball Towers 1 $ 300 $ 300 City Hall 1 $ 300 $ 300 Tradesman Shop 1 $ 300 $ 300 Sub total $ 2,400 Online training access Number of times/year Unit Price Annual billing Public Works Yard 1 $ 100 $ 100 Fire Station #31 1 $ 100 $ 100 Fire Station #34 1 $ 100 $ 100 Police Station 1 $ 100 $ 100 Municipal Pool 1 $ 100 $ 100 Morgan and Kimball Towers 1 $ 100 $ 100 City Hall 1 $ 100 $ 100 Tradesman Shop 1 $ 100 $ 100 Sub total $ 800 SDS inventory and website Number of times/year Unit Price Annual billing Aquatic Center 2 $ 200 $ 400 ARTS Building 2 $ 200 $ 400 Camacho Gym 2 $ 200 $ 400 Casa De Salud 2 $ 200 $ 400 Civic Center (City Hall) 2 $ 200 $ 400 El Toyon Rec Center 2 $ 200 $ 400 Rely Environmental 3276 Rosecrans Street, Suite 201 San Diego, CA 92110 www.relvenvironmental.com Phone: 844-992-RELY Fax: 619-374-7133 Page 6 of 8 Fire Station 33 2 $ 200 $ 400 Fire Station 34 2 $ 200 $ 400 Fire Station 31 2 $ 200 $ 400 Kimball Rec Center 2 $ 200 $ 400 Morgan & Kimball Towers 2 $ 200 $ 400 Nutrition Center in M & K Towers 2 $ 200 $ 400 Kimball Senior Center 2 $ 200 $ 400 Martin Luther King Comm. 2 $ 200 $ 400 Municipal Pool 2 $ 200 $ 400 Police Department 2 $ 200 $ 400 Public Library 2 $ 200 $ 400 Public Works 2 $ 200 $ 400 Public Works 2 2 $ 200 $ 400 Sub total $ 7,600 CERS account management (estimate) Unit Price (hourly) Unit count Annual billing Public Works Yard $ 120 4 $ 480 Fire Station #31 $ 120 4 $ 480 Fire Station #34 $ 120 4 $ 480 Police Station $ 120 4 $ 480 Municipal Pool $ 120 4 $ 480 Morgan and Kimball Towers $ 120 4 $ 480 City Hall $ 120 4 $ 480 Tradesman Shop $ 120 4 $ 480 Sub total $ 3,840 Additional Services (estimated from prior year) Unit Price Estimated annual charge Hazardous waste removal subcontractor rate +15% $20,000 Asbestos sampling and remediation subcontractor rate +15% $20,000 Environmental project management $120/hour $10,000 Sub total $ 50,000 Grand total $ 75,080 Conclusion Rely Environmental provides environmental compliance solutions for businesses in Southern California. We currently solve environmental compliance challenges for eight public agencies in San Diego County, most of them have been clients for more than a dozen years. These municipalities face challenges that are very similar to the ones National City currently faces. We have an excellent reputation and relationship with local regulators and leverage this relationship Rely Environmental 3276 Rosecrans Street, Suite 201 San Diego, CA 92110 www.relyenvironmental.com Phone: 844-992-RELY Fax: 619-374-7133 Page 7 of 8 for your benefit. We are certain that we can provide National City with an excellent compliance management solution. Rely Environmental 3276 Rosecrans Street, Suite 201 San Diego, CA 92110 www.relvenvironmental.com Phone: 844-992-RELY Fax: 619-374-7133 Page 8 of 8 Client#: 67184 AIRQUALI ACORD. CERTIFICATE OF LIABILITY INSURANCE DATE(MIWOD/YYYY) 12/28/2018 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 any rights to the certificate holder in lieu of such endorsement(s). PRODUCER Frenkel & Company 350 Hudson Street 4th Floor New York, NY 10014 CONTACT Christi Nistler PHONE (A/C, No. Ext): 212-488-0230 FAX A c, No): 646-514-9597 ADE-MAILESS: cnistler@frenkel.com DR INSURER(S) AFFORDING COVERAGE NAIC It INSURER A : Westchester Surplus Lines Co 10172 INSURED Air Quality Compliance Solutions, Inc. 2415 Poinsettia Drive San Diego, CA 92106 INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : • THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF SMM/DO/YYYYi(MM/DD/YYYY) POLICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY G24367022003 02/16/2017 02/16/2019 EACH OCCURRENCE $2,000,000 CLAIMS -MADE X OCCUR PpREMISESlEaoccurrencel $50,000 X Contractor Pollution MED EXP (Any one person) $10,000 X Occurence form PERSONAL & ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 X POLICY JECT LOC PRODUCTS - COMP/OP AGG $ 4,000,000 OTHER: $ A AUTOMOBILE LIABILITY G24367022003 02/16/2017 02/16/2019 Ee aBcideDISINGLE LIMIT $1,000,000 _ ANY AUTO BODILY INJURY (Per person) $ OWNED AUTOS ONLY SCHEDULED AUTOS BODILY INJURY (Per accident) $ X HIREDAUTOONLY X NON -OWNED AUTOS ONLY PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB— — OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS -MADE AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N PER STATUTE OTH- ER ANY PROPRIETOR/PARTNER/XECUTIVE OFFICER/MEMBER EXCLUDED? N / A E.L. EACH ACCIDENT $ (Mandatory In NH) If describe E.L DISEASE - EA EMPLOYEE $ yes, under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ A Prof.Liab. G24367022003 02/16/2017 02/16/2019 Each Claim : $2,000 000 Deductible : $2,500 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Evidence of Insurance Only. CERTIFICATE HOLDER CANCELLATION City of National City 2100 Hoover Ave National City, CA 91960 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) 1 of 1 #S1359379/M1188356 ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ALAK1 Named Insured Air Quality Compliance Solutions, Inc. Endorsement Number Policy Symbol ECP Policy Number G24367022 003 Policy Period 02/16/2017 to 02/16/2019 Effective Date of Endorsement 02/16/2017 Issued By (Name of Insurance Company) Westchester Surplus Lines Insurance Company Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED ENDORSEMENT OWNERS, LESSEES OR CONTRACTORS — SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE CONTRACTOR'S POLLUTION LIABILITY COVERAGE SCHEDULE: Name of Person or Organization: Any person or organization that is an owner of real property or personal property on which you are performing operations, or a contractor on whose behalf you are performing operations, and only at the specific written request of such person or organization to you, wherein such request is made prior to commencement of operations. (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) A. SECTION II - WHO IS AN INSURED is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of your ongoing operations performed for that insured. B. With respect to the insurance afforded to these additional insureds, the following exclusion is added: 2. Exclusions This insurance does not apply to bodily injury or property damage occurring after: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the site of the covered operations has been completed; or (2) That portion of your work out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. ENV-3100 (08-04) Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 1 of 1 OP ID: PM A�''"' CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 12/28/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER GatewayInsurance Agency 207 North Ditmar St Oceanside, CA 92054- CONTACT NAME: Paula Meeks PHONE (A/C No, Ext): 760-439-1323 FAX IA/c, No): 760-439-6905 n DRILSS: paula@gatewayautoandhome.com PRODUCER CUSTOMER ID #: STORSCI INSURER(S) AFFORDING COVERAGE NAIC # INSURED Air Quality Compliance Solutions, Inc DBA Rely Environmental 2415 Poinsettia Dr San Diego, CA 92106 INSURER A: Infinity Insurance Company 22268 INSURERS: INSURERC: INSURER D: INSURER E : INSURER F : CERTIFICATE NUMBER: • THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL JtISR SUER wvn POLICY NUMBER POLICY EFF (MM/DDIYYYYJ POLICY EXP (MMIDD/YYYY) LIMITS GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY OCCUR EACH OCCURRENCE $ DAMAGE TO RENTED PREMISES (Ea occurrence) $ CLAIMS -MADE MED EXP (Any one person) $ GENL PERSONAL 8 ADV INJURY $ GENERAL AGGREGATE $ AGGREGATE OMIT APPUES PER: POLICY !RO- EC JT I LOC PRODUCTS - COMP/OP AGG $ $ A A A AUTOMOBILE X X X LIABILITY 504610022689001 03/22/2018 03/22/2019 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (PER ACCIDENT) $ $ $ UMBRELLA LIAB EXCESS LIAB _ OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DEDUCTIBLE RETENTION $ $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS Yf N NIA WC STATU- OTH- TORY LIMITS ER ❑ E.L EACH ACCIDENT $ below E.L DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) OLDER CANCELLATION City of National City 1243 National City Blvd National City, CA 91950 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2009/09) © 1988-2009 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD RESOLUTION NO. 2019 — 4 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY APPROVING A TWO-YEAR AGREEMENT WITH AIR QUALITY COMPLIANCE SOLUTIONS, INC., DBA RELY ENVIRONMENTAL, FOR A NOT -TO -EXCEED AMOUNT OF $300,000 TO PROVIDE ON -CALL ENVIRONMENTAL COMPLIANCE MANAGEMENT SERVICES INVOLVING WATER QUALITY, AIR QUALITY, AND HAZARDOUS MATERIALS; AND AUTHORIZING THE MAYOR TO EXECUTE THE AGREEMENT WHEREAS, the Engineering and Public Works Department advertised a Request for Qualifications (RFQ) for various engineering, environmental, architectural, and construction support services on February 2, 2017; and WHEREAS, the solicitation included a request for consultants specializing in environmental compliance management services involving water quality, air quality, and hazardous materials; and WHEREAS, the Department received 51 Statement of Qualifications (SOQ) from various firms by the March 6, 2017 deadline; and WHEREAS, based on the strength of their SOQ and past performance, staff recommends executing a two-year Agreement with Air Quality Compliance Solutions, Inc., DBA Rely Environmental, for a not -to -exceed amount of $300,000, with the option to extend for one additional year and an expiration date of December 31, 2020. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby approves a two-year Agreement with Air Quality Compliance Solutions, Inc., DBA Rely Environmental, for a not -to -exceed amount of $300,000, with the option to extend for one additional year and an expiration date of December 31, 2020. BE IT FURTHER RESOLVED that the City Council hereby authorizes the Mayor to execute the Agreement with Air Quality Compliance Solutions, Inc., DBA Rely Environmental. Said Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 22nd day of ATTEST: Michael R. Dalla, ' ity Clerk lejand Mayor APPROVED AS TO FORM: Passed and adopted by the Council of the City of National City, California, on January 22, 2019 by the following vote, to -wit: Ayes: Councilmembers Cano, Morrison, Rios, Sotelo-Solis. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: ALEJANDRA SOTELO-SOLIS Mayor of the City of National City, California MICHAEL R. DALLA City Clerk of the City of National City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2019-04 of the City of National City, California, passed and adopted by the Council of said City on January 22, 2019. City ational City, California Clrk of the City of By: Deputy CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT MEETING DATE: January 22, 2019 AGENDA ITEM NO. 14 FEM TITLE: Resolution of the City Council of the City of National City approving a two-year Agreement with Air Quality Compliance Solutions, Inc., DBA; Rely Environmental for a not -to -exceed amount of $300,000 to provide on -call environmental compliance management services involving water quality, air quality, and hazardous materials; and authorizing the Mayor to execute the Agreement. PREPARED BY: Stephen Manganiello PHONE: 619-336-4382 EXPLANATION: See attached. DEPARTMENT: Engineering/Public Works APPROVED BY: FINANCIAL STATEMENT: APPROVED: 174Finance ACCOUNT NO. APPROVED: MIS Funds appropriated in account # 001-416-030-299-0000 (Environmental Compliance Contract Services). ENVIRONMENTAL REVIEW: N/A ORDINANCE: INTRODUCTION: FINAL ADOPTION: L STAFF RECOMMENDATION: Adopt Resolution approving an Agreement with Rely Environmental for a not -to -exceed amount of $300,000 to provide on -call environmental compliance management services. BOARD / COMMISSION RECOMMENDATION: N/A ATTACHMENTS: 1. Explanation 2. Agreement 3. Resolution f ' Ito, ?-0/9 — Explanation: The Engineering & Public Works Department advertised a Request for Qualifications (RFQ) for various engineering, environmental, architectural and construction support services on February 2, 2017. The RFQ was advertised on the City's website, published in the San Diego Union Tribune, and e-mailed to over 100 professional consulting firms. The Department received 51 Statement of Qualifications (SOQs) from various firms by the March 6, 2017 deadline. Copies of the SOQs received are available in the Office of the City Engineer. The solicitation included a request for consultants specializing in environmental compliance management services involving water quality, air quality, and hazardous materials. Based on the strength of their SOQ and past performance, staff recommends executing a two-year Agreement (effective January 1, 2019) with the option to extend for one additional year with Air Quality Compliance Solutions, Inc., DBA; Rely Environmental for a not -to -exceed amount of $300,000. See Exhibit "A" for general scope of services and schedule of fees (to remain fixed throughout the term of the Agreement). Services will be provided "as -needed." Funding is available through the General Fund Environmental Compliance Contract Services account. -1- AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND AIR QUALITY COMPLIANCE SOLUTIONS, INC., DBA; RELY ENVIRONMENTAL THIS AGREEMENT is entered into on this 22nd day of January, 2019, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and Air Quality Compliance Solutions, Inc., DBA; Rely Environmental, a California corporation (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide on -call environmental compliance management services. WHEREAS, on February 2, 2017, the Engineering & Public Works Department advertised a Request for Qualifications (RFQ) for on -call professional services for National City's Capital Improvement Program. WHEREAS, on March 6, 2017, the CONSULTANT submitted a Statement of Qualifications (SOQ) in response to the RFQ, consistent with the requirements of the RFQ. WHEREAS, the CITY has determined that the CONSULTANT is a professional environmental consulting firm specializing in environmental compliance management and is qualified by experience and ability to perform the services desired by the CITY, and the CONSULTANT is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONSULTANT. The CITY agrees to engage the CONSULTANT to provide on -call environmental compliance management 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 on January 1, 2019. The duration of this Agreement is for the period of January 1, 2019 through December 31, 2020. This Agreement may be extended by mutual agreement upon the same terms and conditions for an additional one (1) year term. The Parties may exercise up to three, one-year extensions. Any extension of this Agreement must be approved in writing by the City Council. -2- 3. SCOPE OF SERVICES. The CONSULTANT will perform services as needed, including, but not limited to, environmental compliance management involving water quality, air quality, and hazardous materials, further described and as set forth in 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 Engineering & Public Works, 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. Scott Storms, President, thereby is designated as the_Project Director -for the CONSULTANT. 5. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT shall be based on monthly billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work described in Exhibit "A" shall not exceed $300,000. The compensation for the CONSULTANT'S work shall not exceed the rates set forth in Exhibit "A". Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibit "A", as determined by the CITY. The CONSULTANT shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY, and for furnishing of copies to the CITY, if requested. 6. ACCEPTABILITY OF WORK. The CITY shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement, and the amount of compensation due. In the event the CONSULTANT and the CITY cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT in this Agreement, the CITY or the CONSULTANT shall give to the other written notice. Within ten (10) business days, the CONSULTANT and the CITY shall each prepare a report which supports their position and file the same with the other party. The CITY shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT. 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONSULTANT for this project, whether paper or electronic, shall become the property of the Standard Agreement Page 2 of 11 City of National City and Revised July 2017 Rely Environmental -3- 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 CI--TY—should the- documents be used by the CITfor-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 empldying or hiring as many employees, or SUBCONSULTANTS, as the CONSULTANT may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONSULTANT with its SUBCONSULTANT(S) shall require the SUBCONSULTANT(S) to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CITY nor its officers, agents, or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANT'S employees, except as herein set forth, and the CONSULTANT or the CONSULTANT'S agents, servants, or employees -are -not in -any -manner -agents; servants, or employees -of the-C-I Y-itbeing 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. Standard Agreement Page 3 of 11 City of National City and Revised July 2017 Rely Environmental -4- 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. 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 Standard Agreement Page 4 of 11 City of National City and Revised July 2017 Rely Environmental -5- 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 anypart 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 -af--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 performance or other obligations under this Agreement; provided, however, that this indemnification and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the CITY, its agents, officers, employees or volunteers. CITY will cooperate reasonably in the defense of any action, and CONSULTANT shall employ competent counsel, reasonably acceptable to the City Attorney. The indemnity, defense, and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 16. WORKERS' COMPENSATION. The CONSULTANT shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of Galifornia-the applicable provisions-ef ivision-4-and-5--efthe-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 Standard Agreement Page 5 of 11 City of National City and Revised July 2017 Rely Environmental -6- 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 uutofits 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. G. The Certificate Holder for all policies of insurance required by this Section shall be: City of National City do Risk Manager 1243 National City Boulevard National City, CA 91950-4397 Standard Agreement Page 6 of 11 City of National City and Revised July 2017 Rely Environmental -7- H. Insurance shall be written with only insurers authorized to conduct business in California that hold a current policy holder's alphabetic and financial size category rating of not less than A:VII according to the current Best's Key Rating Guide, or a company of equal financial stability that is approved by the CITY'S Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. I. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY'S Risk Manager. If the CONSULTANT does not keep all of such insurance policies in full force and effect at all times during the terms_ of this Agreement,. the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. J. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. CITY reserves the right to modify the insurance requirements of this Section 17, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 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 CONSULTANT. During said 60-day period the CONSULTANT shall perform all services in accordancewiththis 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. Standard Agreement Page 7 of 11 City of National City and Revised July 2017 Rely Environmental -8- 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 furtherreserves-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 Engineering & Public Works Engineering & Public Works Department City of National City 1243 National City Boulevard National City, CA 91950-4301 To CONSULTANT: Scott Storms President Rely Environmental 3276 Rosecrans Street, Suite 201 San Diego, CA 92110 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, Standard Agreement Page 8 of 11 City of National City and Revised July 2017 Rely Environmental -9- 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. D If checked, the CONSULTANT shall comply with all of the reporting _requirements of -the -Political_ Reform Act and the National City 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. 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. Standard Agreement Page 9 of 11 City of National City and Revised July 2017 Rely Environmental -10- 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 ofthe State of California. The venue for any action shall be a court of competent jurisdiction in the County of San Diego, 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,-ter -promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. K. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. L. Subcontractors or Subconsultants. The CITY is engaging the services of the CONSULTANT identified in this Agreement. The CONSULTANT shall not subcontract any portion of the work, unless such subcontracting was part of the original proposal or is allowed by the CITY in writing. In the event any portion of the work under this Agreement is subcontracted, the subconsultant(s) shall be required to comply with and agree to, for the benefit of and in favor of the CITY, both the insurance provisions in Section 17 and the indemnification and hold harmless provision of Section 15 of this Agreement. M. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. Standard Agreement Page 10 of 11 Revised July 2017 Rely Environmental -11- City of National City and CITY OF NATIONAL CITY AIR QUALITY COMPLIANCE SOLUTIONS, INC., DBA; RJLY ENVIRONMENTAL By: By: Alejandra Sotelo-Solis, Mayor Slott Sto President APPROVED AS TO FORM: Angil P. Morris -Jones City Attorney By: Roberto M. Contreras Deputy City Attorney By: Scott Sto Secretary Standard Agreement Page 11 of 11 City of National City and Revised July 2017 Rely Environmental -12- Client#: 67184 AIRQUALI ACOROrM CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 12/28/2018 ITHIS 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 any rights to the certificate holder in lieu of such endorsement(s). PRODUCER Frenkel & Company 350 Hudson Street 4th Floor New York, NY 10014 CONTACT Christi Nistler PHONE 212-488-0230 FAx 646-514-9597 (A/C, No, Ext): (A/C, No): E-MAIL cnistler@frenkel.com ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : Westchester Surplus Lines Co 10172 INSURED Air Quality Compliance Solutions, Inc. 2415 Poinsettia Drive San Diego, CA 92106 INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSRLTR TYPE OF INSURANCE INSR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY X G24367022003 02/16/2017 02/16/2019 EACH OCCURRENCE - - $ 2,000,000 PREMISES IEa occurrence) $50,000 CLAIMS -MADE X OCCUR MED EXP (Any one person) $10,000 X Contractor Pollution PERSONAL & ADV INJURY $2,000,000 X Occurence form GENERAL AGGREGATE $4,000,000 GEN'L X AGGREGATE POLICY OTHER: LIMIT APPLIES JECOT PER: LOC PRODUCTS - COMP/OPAGG $4,000,000 $ \ AUTOMOBILE LIABILITY X _ SCHEDULED AUTOS NON -OWNED AUTOS ONLY G24367022003 02/16/2017 02/16/2019 Ee aocdeDn SINGLE LIMIT $1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $X $ UMBRELLA LIAB EXCESS LIAB _ OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ $ DED RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N / A PER STATUTE OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ A Prof.Liab. G24367022003 02/16/2017 02/16/2019 Each Claim : $2,000,000 Deductible : $2,500 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of National City is added as Additional Insured to the General Liability as required by written contract, but only as respects all covered operations of the Named Insured performed on behalf of the Additional Insured. CERTIFICATE HOLDER CANCELLATION City of National City Attn: Finance Dept. -Purchasing Division 1243 National City Blvd. National City, CA 91950-4301 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 61, ACORD 25 (2016/03) 1 Of 1 #S1359380/M1188356 ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD -13- ALAK1 Client#: 67184 AIRQUALI ACORDr5 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 12/28/2018 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 any rights to the certificate holder in lieu of such endorsement(s). PRODUCER Frenkel & Company 350 Street 4th5HudsonFludr New York, NY 10014 CONTACT Christi802 Nistler PHONE FAX No, Eel): 212-488-0230 (A/C, No): 646-514-9597 EA/C, ADDREss: cnistler@frenkel.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : Westchester Surplus Lines Co 10172 INSURED Air Quality Compliance Solutions, Inc. 2415 Poinsettia Drive San Diego, CA 92106 INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUM THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDLSUBR INSR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X _ COMMERCIAL GENERAL LIABILITY _ G24367022003 02/16/2017 02/16/2019 EACH OCCURRENCE $2,000,000 $50,000 CLAIMS -MADE X OCCUR PREMISES (Ea occurrence) X Contractor Pollution MED EXP (Any one person) $10,000 $2,000,000 $4,000,000 $ 4,000,000 X Occurence form PERSONAL & ADV INJURY GEN'L X AGGREGATE POLICY OTHER: LIMIT APPLIES JECOT PER: LOC GENERAL AGGREGATE PRODUCTS - COMP/OP AGG $ A AUTOMOBILE _ v LIABILITY ANY AUTO OWNED X SCHEDULED AUTOS NON -OWNED AUTOS ONLY G24367022003 02/16/2017 02/16/2019 COMBIaccidNEDent)SINGLE LIMIT (Ea $1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ UMBRELLA LIAB EXCESS LIAB _ OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) It yes, describe under DESCRIPTION OF OPERATIONS below N / A PER STATUTE OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ A Prof.Liab. G24367022003 02/16/2017 02/16/2019 Each Claim : $2,000 000 Deductible : $2,500 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Evidence of Insurance Only. CERTIFICATE HOLDER CANCELLATION City of National City 2100 Hoover Ave National City, CA 91960 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Ar►3-/E• 111 ACORD 25 (2016/03) 1 of 1 #S1359379/M1188356 © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD -14- ALAK1 Named Insured Air Quality Compliance Solutions, Inc. Endorsement Number Policy Symbol ECP Policy Number G24367022 003 Policy Period 02/16/2017 to 02/16/2019 Effective Date of Endorsement 02/16/2017 Issued By (Name of Insurance Company) Westchester Surplus Lines Insurance Company Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED ENDORSEMENT OWNERS, LESSEES OR CONTRACTORS — SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE CONTRACTOR'S POLLUTION LIABILITY COVERAGE SCHEDULE: Name of Person or Organization. Any person or organization that is an owner of real property or personal property on which you are performing operations, or a contractor on whose behalf you are performing operations, and only at the specific written request of such person or organization to you, wherein such request is made prior to commencement of operations. (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) A. SECTION II - WHO IS AN INSURED is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of your ongoing operations performed for that insured. B. With respect to the insurance afforded to these additional insureds, the following exclusion is added: 2. Exclusions This insurance does not apply to bodily injury or property damage occurring after: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the site of the covered operations has been completed; or (2) That portion of your work out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. ENV-3100 (08-04) Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 1 of 1 -15- OP ID: PM '`��. -- CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 12/28/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER GatewayInsurance AgencyNAME: 207 North Ditmar St Oceanside, CA 92054- CONTACT Paula Meeks 1323 A/C No Ext): 760-439-(AA//C, No): 760-439-6905 EMAIL paula@gatewayautoandhome.com PRODUCER STORSC1 CUSTOMER ID #: INSURER(S) AFFORDING COVERAGE NAIC # INSURED Air Quality Compliance Solutions, Inc DBA Rely Environmental 2415 Poinsettia Dr San Diego, CA 92106 INSURER A : Infinity Insurance Company 22268 INSURER B INSURER C INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: • THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTRINSR TYPE OF INSURANCE ADDL SUER WVD _.._ _.. ___POLICY NUMBER _ POLICY EFF (MM/DD/YYYY_)--(MM/DD/YYYY) POLICY EXP LIMITS GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY OCCUR EACH OCCURRENCE $ DAMAGE TO RENTED PREMISES (Ea occurrence) $ CLAIMS -MADE MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 7 POLICY PRO JECT LOC $ A A A AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS 504610022689001 03/22/2018 03/22/2019 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,06v BODILY INJURY (Per person) $ X BODILY INJURY (Per accident) $ X PROPERTY DAMAGE (PER ACCIDENT) $ X $ UMBRELLA LIAB EXCESS LIAB _ OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DEDUCTIBLE RETENTION $ $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS Y/N N / A WCSTATU- 0TH- TORY LIMITS ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ below E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) CERTIFICATE HOLDER CANCELLATION City of National City 1243 National City Blvd National City, CA 91950 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2009 ACORD CORPORATION. All rights reserved. ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD -16- ReI Enviruninental 12/17/2018 Stephen Manganiello Director of Public Works/City Engineer City of National City Engineering & Public Works Department 1243 National City Boulevard National City, CA 91950 Dear Mr. Mangeniello, EXHIBIT "A" We make compliance easy Rely Environmental is a small team of environmental professionals with a mission to help municipalities, businesses, hospitals and other institutions in Southern California comply with environmental regulations. We have been providing environmental compliance consulting services to entities in Southern California for 16 years. Rely provides services that are thorough, cost effective and objective based. Rely Environmental has extensive experience in the municipal environmental compliance field. We currently provide services to the following public agencies in Southern California: • City of Oceanside • City of San Marcos • City of La Mesa • City of Carlsbad • City of El Cajon • City of Vista • City of Poway • Vallecitos Water District • San Diego Metro Transit Service Rely Environmental has an excellent reputation with regulatory agencies. We foster this relationship actively and leverage it to our client's advantage whenever possible. We take pride in the work we do. Rely Environmental is detail oriented and data driven to provide the best customer service possible while simultaneously understanding the final consumers of our product are local regulatory agencies. Thank you again for this opportunity to provide services to the City of National City. Best regards, Scott Storms, President, Rely Environmental Rely Environmental 3276 Rosecrans Street, Suite 201 San Diego, CA 92110 www.relyenvironmental.com Phone: 844-992-RELY Fax: 619-374-7133 Page 1 of 8 -17- Proposal: Environmental Compliance Consulting for the City of National City Rely Environmental Version: 3.0 Submitted on: 12/17/2018 1. Executive Summary The City of National City operates numerous facilities with activities and equipment that are regulated by federal, state and local environmental agencies. While individual requirements are not burdensome, taken together the management can become difficult and confusing. Rely Environmental proposes to continue providing expert and timely environmental compliance management consulting to the City of National City. The six primary environmental agencies that regulate the City of National City are: a. San Diego County Department of Environmental Health, Hazardous Materials Division b. San Diego County Air Pollution Control District c. California Air Resources Board d. Department of Toxic Substances Control e. California Air Resources Board 2. Contact Information a. Legal name and address: Air Quality Compliance Solutions, Inc., DBA: Rely Environmental b. Legal form of company: California Corporation as per Subchapter S c. Address of office working on project: 3276 Rosecrans Street, Suite 201 San Diego, CA 92110 d. Proposal contact information: Scott Storms Phone: 619-379-1457 Fax: 619-374-7133 Email: sstorms©relyenvironmental.com Rely Environmental 3276 Rosecrans Street, Suite 201 San Diego, CA 92110 www.relyenvironmental.com Phone: 844-992-RELY Fax: 619-374-7133 Page 2 of 8 -18- 3. Identification of services Rely Environmental proposes to provide environmental consulting services to maintain compliance with the following four regulatory agencies: San Diego County Department of Environmental Health, Hazardous Materials Division The San Diego County Department of Environmental Health, Hazardous Materials Division (SDDEH,HMD) is the local agency that is authorized to implement and enforce California's environmental health laws relating to: 1. Hazardous materials 2. Hazardous waste 3. Universal waste 4. Medical waste 5. Underground Storage Tanks 6. Above Ground Petroleum Storage Tanks 7. Accidental Release Program 8. California Environmental Reporting System San Diego County Air Pollution Control District The San Diego County Air Pollution Control District (SD-APCD) implements and enforces stationary and portable source air pollution regulations in the County of San Diego. These regulations are found in the California Health and Safety Code, the California Code of Regulations and the SD-APCD local rule book. Cities such as the City of National City typically have a small number of regulated equipment and activities that include: 1. Emergency generators 2. Boilers 3. Portable equipment 4. Landfills 5. Asbestos removal California Air Resources Board The California Air Resources Board (CARB) regulates portable and mobile emission sources in the State of California. Cities typically have the following equipment that is regulated by CARB: 1. On -road, heavy-duty diesel vehicles 2. Off -road, heavy-duty diesel equipment 3. Portable diesel equipment 4. Asbestos removal Rely Environmental has an excellent reputation with regulatory agencies. We foster this relationship actively and leverage it to our client's advantage whenever possible. We emphasize customer service to our clients while simultaneously understanding that the final consumers of our product are local regulatory agencies. Rely Environmental 3276 Rosecrans Street, Suite 201 San Diego, CA 92110 www.relvenvironmental.com Phone: 844-992-RELY Fax: 619-374-7133 Page 3 of 8 -19- 4. Scopes of work: i. Hazardous materials and waste inspections: 1. Verify current UPF Permit 2. Inspect storage of hazardous materials and hazardous/universal/medical waste to verify: a. Proper storage b. Proper labeling c. Allowed retention times are met d. Correct documentation of removal 3. Verify current required training 4. Provide inspection report ii. Emergency generator inspections: 1. Review permit 2. Review operational records 3. Verify operation is in compliance with permit limits 4. Review maintenance log 5. Review O&M manual availability 6. Provide inspection report iii. Complyrs environmental management software Complyrs is the first -of -its -kind compliance management tool designed specifically for the needs of California facility managers. Complyrs offers compliance program management for: 1. Hazardous materials 2. Hazardous waste 3. Underground storage tanks1 4. Above ground petroleum storage 5. Medical waste 6. Universal waste 7. California Environmental Reporting System (CERS) 8. Emergency diesel engines 9. Stormwater iv. In person training sessions/online training Sites can have in -person training on online training of the following subjects: 1. Hazardous materials and waste 2. Stormwater pollution prevention 3. Aboveground petroleum storage 4. Vapor recovery systems 5. Underground storage tank operation 6. Using safety data sheets (SDS) 7. Electrical safety 8. Ergonomics 9. Fire safety 10. Hazardous communication, biological hazards, bloodborne pathogens, PPEs 11. Slip and fall, floors, walkways, and lighting 12. Workplace violence Rely Environmental 3276 Rosecrans Street, Suite 201 San Diego, CA 92110 www.relvenvironmental.com Phone: 844-992-RELY Fax: 619-374-7133 Page 4 of 8 -20- v. SDS inventory and website SDS follow up inspections and updates 1. On a biannual basis, conduct a follow-up inventory of all assigned locations 2. After each inspection, provide an updated inventory to facility staff and National City management to determine if any items need to be added to the inventory or if any items can be changed to an archived status 3. Update any SDS that have been superseded by new versions 4. Deliver updated QR code posters to each site 5. Upload SDSs to internet access portal vi. CERS review 1. Facility information 2. Emergency contacts 3. Business activities 4. Hazardous materials inventory 5. Site map 6. Emergency response plan 7. Training plan 5. work plan and pricing For the activities listed in a: Scopes of Work Hazardous materials and waste inspections Number of times/year Unit Price Annual billing Public Works Yard 12 $ 300 $ 3,600 Fire Station #31 2 $ 300 $ 600 Fire Station #34 2 $ 300 $ 600 Police Station 2 $ 300 $ 600 Municipal Pool 2 $ 300 $ 600 Morgan and Kimball Towers 2 $ 300 $ 600 City Hall 2 $ 300 $ 600 Tradesman Shop 2 $ 300 $ 600 Sub total $ 7,800 Emergency generator inspections Number of times/year Unit Price Annual billing Fire Station #31 2 $ 150 $ 300 Fire Station #34 2 $ 150 $ 300 Police Station 2 $ 150 $ 300 Morgan and Kimball Towers 2 $ 150 $ 300 City Hall 2 $ 150 $ 300 Sub total $ 1,500 Rely Environmental 3276 Rosecrans Street, Suite 201 San Diego, CA 92110 www.relvenvironmental.com Page 5 of 8 Phone: 844-992-RELY Fax: 619-374-7133 -21- Complyrs environmental management software Number of times/year Unit Price Annual billing Public Works Yard 12 $ 25 $ 300 Fire Station #31 12 $ 10 $ 120 Fire Station #34 12 $ 10 $ 120 Police Station 12 $ 10 $ 120 Municipal Pool 12 $ 10 $ 120 Morgan and Kimball Towers 12 $ 10 $ 120 City Hall 12 $ 10 $ 120 Tradesman Shop 12 $ 10 $ 120 Sub total $ 1,140 Training: in person Number of times/year Unit Price Annual billing Public Works Yard 1 $ 300 $ 300 Fire Station #31 1 $ 300 $ 300 Fire Station #34 1 $ 300 $ 300 Police Station 1 $ 300 $ 300 Municipal Pool 1 $ 300 $ 300 Morgan and Kimball Towers 1 $ 300 $ 300 City Hall 1 $ 300 $ 300 Tradesman Shop 1 $ 300 $ 300 Sub total $ 2,400 Online training access Number of times/year Unit Price Annual billing Public Works Yard 1 $ 100 $ 100 Fire Station #31 1 $ 100 $ 100 Fire Station #34 1 $ 100 $ 100 Police Station 1 $ 100 $ 100 Municipal Pool 1 $ 100 $ 100 Morgan and Kimball Towers 1 $ 100 $ 100 City Hall 1 $ 100 $ 100 Tradesman Shop 1 $ 100 $ 100 Sub total $ 800 SDS inventory and website Number of times/year Unit Price Annual billing Aquatic Center 2 $ 200 $ 400 ARTS Building 2 $ 200 $ 400 Camacho Gym 2 $ 200 $ 400 Casa De Salud 2 $ 200 $ 400 Civic Center (City Hall) 2 $ 200 $ 400 El Toyon Rec Center 2 $ 200 $ 400 Rely Environmental 3276 Rosecrans Street, Suite 201 San Diego, CA 92110 www.relvenvironmental.com Phone: 844-992-RELY Fax: 619-374-7133 Page 6 of 8 -22- Fire Station 33 2 $ 200 $ 400 Fire Station 34 2 $ 200 $ 400 Fire Station 31 2 $ 200 $ 400 Kimball Rec Center 2 $ 200 $ 400 Morgan & Kimball Towers 2 $ 200 $ 400 Nutrition Center in M & K Towers 2 $ 200 $ 400 Kimball Senior Center 2 $ 200 $ 400 Martin Luther King Comm. 2 $ 200 $ 400 Municipal Pool 2 $ 200 $ 400 Police Department 2 $ 200 $ 400 Public Library 2 $ 200 $ 400 Public Works 2 $ 200 $ 400 Public Works 2 2 $ 200 $ 400 Sub total $ 7,600 CERS account management (estimate) Unit Price (hourly) Unit count Annual billing Public Works Yard $ 120 4 $ 480 Fire Station #31 $ 120 4 $ 480 Fire Station #34 $ 120 4 $ 480 Police Station $ 120 4 $ 480 Municipal Pool $ 120 4 $ 480 Morgan and Kimball Towers $ 120 4 $ 480 City Hall $ 120 4 $ 480 Tradesman Shop $ 120 4 $ 480 Sub total $ 3,840 Additional Services (estimated from prior year) Unit Price Estimated annual charge Hazardous waste removal subcontractor rate +15% $20,000 Asbestos sampling and remediation subcontractor rate +15% $20,000 Environmental project management $120/hour $10,000 Sub total $ 50,000 Grand total $ 75,080 Conclusion Rely Environmental provides environmental compliance solutions for businesses in Southern California. We currently solve environmental compliance challenges for eight public agencies in San Diego County, most of them have been clients for more than a dozen years. These municipalities face challenges that are very similar to the ones National City currently faces. We have an excellent reputation and relationship with local regulators and leverage this relationship Rely Environmental 3276 Rosecrans Street, Suite 201 San Diego, CA 92110 www.relvenvironmental.com Phone: 844-992-RELY Fax: 619-374-7133 Page 7 of 8 -71- for your benefit. We are certain that we can provide National City with an excellent compliance management solution. Rely Environmental 3276 Rosecrans Street, Suite 201 San Diego, CA 92110 www.relvenvironmental.com Phone: 844-992-RELY Fax: 619-374-7133 Page 8 of 8 -24- RESOLUTION NO. 2019 — RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY APPROVING A TWO-YEAR AGREEMENT WITH AIR QUALITY COMPLIANCE SOLUTIONS, INC., DBA RELY ENVIRONMENTAL, FOR A NOT -TO -EXCEED AMOUNT OF $300,000 TO PROVIDE ON -CALL ENVIRONMENTAL COMPLIANCE MANAGEMENT SERVICES INVOLVING WATER QUALITY, AIR QUALITY, AND HAZARDOUS MATERIALS; AND AUTHORIZING THE MAYOR TO EXECUTE THE AGREEMENT WHEREAS, the Engineering and Public Works Department advertised a Request for Qualifications (RFQ) for various engineering, environmental, architectural, and construction support services on February 2, 2017; and WHEREAS, the solicitation included a request for consultants specializing in environmental compliance management services involving water quality, air quality, and hazardous materials; and WHEREAS, the Department received 51 Statement of Qualifications (SOQ) from various firms by the March 6, 2017 deadline; and WHEREAS, based on the strength of their SOQ and past performance, staff recommends executing a two-year Agreement with Air Quality Compliance Solutions, Inc., DBA Rely Environmental, for a not -to -exceed amount of $300,000, with the option to extend for one additional year and an expiration date of December 31, 2020. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby approves a two-year Agreement with Air Quality Compliance Solutions, Inc., DBA Rely Environmental, for a not -to -exceed amount of $300,000, with the option to extend for one additional year and an expiration date of December 31, 2020. BE IT FURTHER RESOLVED that the City Council hereby authorizes the Mayor to execute the Agreement with Air Quality Compliance Solutions, Inc., DBA Rely Environmental. Said Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 22nd day of January, 2019. Alejandra Sotelo-Solis, Mayor ATTEST: APPROVED AS TO FORM: Michael R. Dalla, City Clerk Angil P. Morris -Jones City Attorney CITY OF NATIONAL CITY Office of the City Clerk 1243 National City Blvd., National City, California 91950-4397 619-336-4228 Michael R. Dalla, CMC - City Clerk January 28, 2019 Mr. Scott Storms President Rely Environmental 3276 Rosecrans Street, Suite 201 San Diego, CA 92110 Dear Mr. Storms, On January 22"d, 2019, Resolution No. 2019-4 was passed and adopted by the City Council of the City of National City, authorizing execution of an Agreement with Air Quality Compliance Solutions, Inc., DBA; Rely Environmental. We are forwarding a fully executed original Agreement for your records. Sincerely, ri Michael R. Dalla, CMC City Clerk Enclosure