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HomeMy WebLinkAbout2019 CON STC Traffic Inc - Project Support Services CIP Programv Is AGREEMENT BETWEEN THE CITY OF NATIONAL CITY AND STC TRAFFIC, INC. THIS AGREEMENT is entered into on this 19th day of November, 2019, between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and STC TRAFFIC, INC., a California corporation (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide on -call project support services for National City's Capital Improvement Program (CIP); WHEREAS, on May 1, 2019, the Engineering & Public Works Department advertised a Request for Qualifications (RFQ) for on -call project support services for National City's CIP; WHEREAS, on June 10, 2019, the CONSULTANT submitted a Statement of Qualifications (SOQ) in response to the RFQ, consistent with the requirements of the RFQ; WHEREAS, the CITY has determined that the CONSULTANT is an engineering firm; and WHEREAS, based on evaluation of the CONSULTANT SOQ and interview, the CITY has determined that the CONSULTANT is qualified by experience and ability to perform the services desired by the CITY, and the CONSULTANT is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONSULTANT. The CITY agrees to engage the CONSULTANT to provide on -call CIP project support services for the CITY, 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 November 19, 2019. The duration of this Agreement is for the period of November 19, 2019 through November 18, 2022. 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 two one-year extensions. Any extension of this Agreement must be approved in writing by the City Council. A .. 3. SCOPE OF SERVICES. The CONSULTANT will perform services as set forth in the attached Exhibit "A", including, but not limited to: project management; traffic engineering; transportation planning; traffic signal communications infrastructure and systems integration; plan reviews; constructability reviews; construction support; grants management; community outreach and communications. The CONSULTANT will be expected to submit proposals for individual task orders in a timely manner, consistent with the general scope of services described in Exhibit "A". Task order proposals shall include a detailed scope of work, schedule of deliverables, and a "not -to - exceed" cost estimate. The Project Coordinator will issue a Notice to Proceed upon approval of each individual task order. After issuance of a Notice to Proceed for each individual task order, the CONSULTANT will only receive compensation for actual work performed, on a time -and - materials basis, consistent with the detailed scope of work, and within the limits of the "not -to - exceed" cost estimate. The CONSULTANT shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the CITY. The CITY may unilaterally, or upon request from the CONSULTANT, from time to time reduce or increase the Scope of Services to be performed by the CONSULTANT under this Agreement. Upon doing so, the CITY and the CONSULTANT agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services. 4. PROJECT COORDINATION AND SUPERVISION. Stephen Manganiello, City Engineer/Director of 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. Jason Stack, President, thereby is designated as the Project Director for the CONSULTANT. 5. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT shall be based on monthly billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work described in Exhibit "A" shall not exceed $2.000.000. The compensation for the CONSULTANT's work shall not exceed the rates set forth in Exhibit "B". The CITY will not accept CONSULTANT "mark-ups" for services provided by SUBCONSULTANTS. Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with 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. Standard Agreement Page 2 of 12 City of National City and Revised May 2019 STC Traffic, Inc. .. a 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: (1) be free from defects; (2) become the property of the CITY for use with respect to this project; and (3) shall be turned over to the CITY upon completion of the project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONSULTANT hereby assigns to the CITY, and CONSULTANT thereby expressly waives and disclaims any copyright in, and the right to reproduce, all written material, drawings, plans, specifications, or other work prepared under this Agreement, except upon the CITY's prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONSULTANT shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium, or method utilize the CONSULTANT's written work product for the CITY's purposes, and the CONSULTANT expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CITY of documents, drawings, or specifications prepared by the CONSULTANT shall relieve the CONSULTANT from liability under Section 14, but only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of Services of this project, unless otherwise mutually agreed. 8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers with one another. Neither the CONSULTANT nor the CONSULTANT's employees are employees of the CITY, and are not entitled to any of the rights, benefits, or privileges of the CITY's employees, including but not limited to retirement, medical, unemploy- ment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONSULTANT and the CONSULTANT's employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONSULTANT and its employees. Neither this Agreement, nor any interest herein, may be assigned by the CONSULTANT without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or SUBCONSULTANTS, as the CONSULTANT may deem necessary for the proper and efficient performance of this Agreement. All agreements by Standard Agreement Page 3 of 12 Revised May 2019 STC Traffic, Inc. City of National City and i .. 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 set forth in this Agreement. The CONSULTANT, or the CONSULTANT's agents, servants, or employees are not in any manner agents, servants, or employees of the CITY. The CONSULTANT and its agents, servants, and employees are wholly independent from the CITY and CONSULTANT's obligations to the CITY are solely prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, in the performance of the services to be provided herein, shall comply with all applicable state and federal statutes and regulations, and all applicable ordinances, rules, and regulations of the City of National City, whether now in force or subsequently enacted. The CONSULTANT and each of its SUBCONSULTANT(S), shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. CONSULTANT must promptly produce a copy of any such license, permit, or approval to CITY upon request. The CONSULTANT represents and covenants that the CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONSULTANT to practice its profession. 12. STANDARD OF CARE. A. The CONSULTANT, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONSULTANT's trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT's employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this Agreement, the CONSULTANT warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONSULTANT's professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONSULTANT to use due diligence under this sub -section will render the CONSULTANT liable to the CITY for any increased costs that result from the CITY's later inability to obtain the specified items or any Standard Agreement Page 4 of 12 Revised May 2019 STC Traffic, Inc. City of National City and reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONSULTANT certain'onfidential 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. To the maximum extent provided by law, 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 negligence, recklessness, or willful misconduct in the performance of this Agreement. CITY will cooperate reasonably in the defense of any action, and CONSULTANT shall employ competent counsel, reasonably acceptable to the City Attorney. Standard Agreement Page 5 of 12 City of National City and Revised May 2019 STC Traffic, Inc. 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. EMPLOYEE PAYMENTS AND INDEMNIFICATION. A. PERS Eligibility Indemnification. If CONTRACTOR's employee(s) providing services under this Agreement claims, or is determined by a court of competent jurisdiction or the California Public Employees Retirement System ("PERS") to be eligible for enrollment in PERS of the CITY, CONTRACTOR shall indemnify, defend, and hold harmless CITY for the payment of any employer and employee contributions for PERS benefits on behalf of the employee as well as for payment of any penalties and interest on such contributions which would otherwise be the responsibility of the CITY. CONTRACTOR's employees providing service under this Agreement shall not: (1) qualify for any compensation and benefit under PERS; (2) be entitled to any benefits under PERS; (3) enroll in PERS as an employee of CITY; (4) receive any employer contributions paid by CITY for PERS benefits; or (5) be entitled to any other PERS-related benefit that would accrue to a CITY employee. CONTRACTOR's employees hereby waive any claims to benefits or compensation described in this Section 16. This Section 16 applies to CONTRACTOR notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary. B. Limitation of CITY Liability. The payment made to CONTRACTOR under this Agreement shall be the full and complete compensation to which CONTRACTOR and CONTRACTOR's officers, employees, agents, and subcontractors are entitled for performance of any work under this Agreement. Neither CONTRACTOR nor CONTRACTOR's officers, employees, agents, and subcontractors are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to CITY employees. The CITY will not make any federal or state tax withholdings on behalf of CONTRACTOR. The CITY shall not be required to pay any workers' compensation insurance on behalf of CONTRACTOR. C. Indemnification for Employee Payments. CONTRACTOR agrees to defend and indemnify the CITY for any obligation, claim, suit, or demand for tax, retirement contribution including any contribution to PERS, social security, salary or wages, overtime payment, or workers' compensation payment which the CITY may be required to make on behalf of (1) CONTRACTOR, (2) any employee of CONTRACTOR, or (3) any employee of CONTRACTOR construed to be an employee of the CITY, for work performed under this Agreement. This is a continuing obligation that survives the termination of this Agreement. 17. 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 Standard Agreement Page 6 of 12 Revised May 2019 STC Traffic, Inc. City of National City and recovered against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the CONSULTANT under this Agreement. 18. 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. 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. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of either $2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 umbrella policy, covering all bodily injury and property damage arising out of its operations, work, or performance under this Agreement. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". The "project" or "location" should be noted with specificity on an endorsement that shall be incorporated into the policy. D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONSULTANT's employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the CITY. Said endorsement shall be provided prior to commencement of work under this Agreement. If CONSULTANT has no employees subject to the California Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by CITY. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, officials, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY's Risk Manager, at the address listed in subsection G below, of cancellation or material change. F. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONSULTANT shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. 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 7 of 12 Revised May 2019 STC Traffic, Inc. 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 List of Approved Surplus Line Insurers ("LASLI") 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 insurance policies required by this Section 18 in full force and effect at all times during the term of this Agreement, the CITY may 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 18, 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 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. 19. 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. 20. 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 8 of 12 City of National City and Revised May 2019 STC Traffic, Inc. 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. 21. 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 City Engineer/Director of Public Works Engineering & Public Works Department City of National City 1243 National City Boulevard National City, CA 91950-4397 To CONSULTANT: Jason Stack President 5865 Avenida Encinas, Ste. 142-B Carlsbad, CA 92008 Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. Any notice, request, demand, direction or other communication Standard Agreement Page 9 of 12 Revised May 2019 STC Traffic, Inc. City of National City and 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. 22. 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. 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 22 by the CONSULTANT. 23. 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. 24. ADMINISTRATIVE 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 10 of 12 City of National City and Revised May 2019 STC Traffic, Inc. 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. Assignment & Assumption of Rights. CONSULTANT shall not assign this Agreement, in whole or in part, to any other party without first obtaining the written consent of CITY. H. 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. I. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. The venue for any legal action arising under this Agreement shall be in either state or federal court in the County of San Diego, State of California. J. 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. K. 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. L. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. M. 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 18 and the indemnification and hold harmless provision of Section 15 of this Agreement. /// /// /// Standard Agreement Page 11 of 12 City of National City and Revised May 2019 STC Traffic, Inc. N. 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. CITY OF NATIONAL CITY Bv: AlejandrSotelo Solis, Mayor APPROVED AS TO FORM: STC TRAFFIC, INC., A CALIFORNIA CORPORATION (Corporation — signatures of two corporate officers required) (Name) `'A-soA) �i L (Print) -1)12113EA..r CEd Angil P. Morris -Jones (Title) City Attorney By: Roberto M. Contreras Deputy City Attorney Standard Agreement Page 12 of 12 Revised May 2019 STC Traffic, Inc. By: I /(�'1 (Name) c ; I li (Print) I/, c v e s : de IAA — (Title) City of National City and EXHIBIT A June 10, 2019 < ,\ City of National City Engineering & Public Works Department Attn: Roberto Yano, P.E., Deputy City Engineer 1243 National City Boulevard National City, CA 91950 Subject: Statement of Qualifications for On -Call Project Support Services for National City's Capital Improvement Program (CIP) — 2019 Dear Mr. Yano, STC Traffic, Inc., is pleased to submit this statement of qualifications for On -Call Project Support Services for National City's CIP. We propose to continue to offer the range of disciplines and services we've provided the City for the past several years. I started STC over 12 years ago with a vision for delivering specialized engineering consulting expertise to public agencies in San Diego County. National City was one of our founding clients, and in the early years, engaged our firm to service traffic systems, operations, and engineering tasks. Success on these tasks became a springboard to many more essential and diverse projects in support of the City's CIP. Today, STC Traffic is a recognized leader in on -call municipal engineering consulting services, contracting as a prime with nearly every municipality in the region. Since we began working in National City with only a few key staff, we have grown to 24 staff members and National City has been crucial to that growth. We know how valuable National City has been to our firm and understand its continued importance. We are committed to bring the same clear ethos and professional philosophy on which I founded this firm. That professional philosophy is as follows: Character comes first. We are successful because we are trusted with the City's work. This trust has developed through demonstrating honesty and exercising our expertise with responsibility both individually and as an organization. We choose to do the right thing rather than be expedient and we enjoy the hard work engendered. We're building more than great projects. We're also seeking to create organizations that promote our professionals to reach their fullest potential and build tomorrow's leaders on a foundation of trust that resonates with the community. We know National City. Consultants are an integral part of National City's CIP delivery and the City depends on consultants to meet the demand of its significant program. This on -call consultant procurement will provide the expert resources and capacity necessary to meet CIP obligations over the next 3 to 5 years. STC supplements National City staff resources, provides special technical capabilities, and guides challenging projects. We've gained the confidence of both staff and management, and this has in -turn built the public's confidence in the City's ability to deliver high -quality customer service. Institutional knowledge. STC has unique insight into agency infrastructure and procedures spanning over ten years of practice in National City. Our local knowledge, combined with agency staff familiarity and confidence, enables STC to reduce risk and waste and provide more effective project alternatives. Thanks to these advantages and experience, STC delivers high value at a lower cost which extends the purchase power of precious funds. STC Traffic, Inc. 5865 Avenida Encinas, Suite 142-B, Carlsbad, CA 92008 www.stctraffic.com On -Call Project Support Services for National City's CIP June 10, 2019 Project management continuity. STC provides substantial project management continuity —an essential component for a successful CIP—by offering Jason Stack as principal manager, Nick Minicilli as project manager, and Henry Trang as deputy project manager. This group has been intact and managing and producing work for National City continuously over the past 5 years. Our management team is intimately familiar with City expectations and goals. Our managers lead by example, as working managers, staying connected to projects on every level in order to sustain our well-known brand of project management. The team. The team we've gathered for National City has grown and been refined through years of previous work together. Our subconsultants are the best in the region at what they do. We've assembled a team of talented, highly qualified local firms who share our vision, many already well known to the City. The STC team will continue to promote efficiency and performance, and our subconsultants are a key part of that objective. The team is comprised as follows: ✓ Aark Engineering ✓ National Data & Surveying Services ✓ Blue Violet Networks ✓ Ninyo and Moore ✓ C&S Companies ✓ Rincon Consultants, Inc. ✓ Ferguson Pape Baldwin Architects ✓ Sampo Engineering ✓ Vic Salazar Communications ✓ Schmidt Design Group ✓ Innovative Construction Consulting Services V DHS Consulting National City's CIP is highly recognized, and we have the distinct standing to be an important part of the success for more than twelve years. I've watched as the City's Engineering and Public Works Department has reorganized to become more efficient and continue to deliver stand -out projects and services year over year. This is a source of pride in the City and new staff have become leaders following the model of promoting public service within the organization. We have confidence in, and a strong working relationship with, both staff and management and we take great pride in the work we perform for the City. I am the contact person for this statement of qualifications and available to discuss this with you should you have any questions about the information provided. We look forward to the opportunity to continue to build our combined track record of success for National City. Sincerely, Jason Stack, TE, PTOE President/ Principle -in -Charge STC Traffic, Inc. Contact: Jason Stack Address: 5865 Avenida Encinas, Suite 142-B Carlsbad, CA 92008 Phone: (760) 585-4212 Email: Jason.stack@stctraffic.com 21. National City On -Call Project Support Services (CIP) - CALIFORNIA - NATIONAL city �UCJJ fkroarcinnttn 1 EXECUTIVE SUMMARY This proposal presents the advantages and abilities STC and its team of subconsultants possesses, along with the services it proposes to offer the City of National City. STC Traffic, Inc., understands that the purpose of the City's request for qualifications (RFQ) is to provide the City with the best -qualified consultants — in the areas of Engineering and Public Works —in support of the various projects required for the capital improvement program (CIP). This statement of qualifications details our team's significant experience, project approach, and expert staff, which meets many of the needs of the City's CIP. This Statement of Qualifications (SOQ) is prepared based on the requirements provided in the Request for Qualifications (RFQ) and follows the RFQ contents organization and order. This section is a primer for what follows in the submittal: our familiarity in National City, experience and technical competence, grants management, and financial management and accounting systems. Familiarity with Local Environment. Consultants are critical to National City's CIP development and delivery process. National City staff are fully engaged in management of multiple disciplines, project delivery, and engineering and public works management and operations. This on -call CIP consultant procurement will provide National City the expert resources and capacity to meet demand for professional services necessary to implement the CIP over the next 3-5 years. STC offers a comprehensive team of subconsultants to National City to meet this demand. STC has selected the following disciplines and general services in support of the On -Call Project Support Services contract: ✓ Civil Engineering ✓ Structural Engineering V. Mechanical Engineering ✓ Electrical Engineering ✓ Traffic Engineering ✓ Traffic Signal Communications ✓ Infrastructure & Systems Integration ✓ Traffic Data Collection ✓ Transportation Planning ✓ Architecture ✓ Landscape Architecture ✓ ADA Compliance and Universal Design ✓ Intelligent Transportation Systems Planning ✓ Geographic Information Systems (GIS) ✓ Utility Design & Coordination ✓ Land Surveying ✓ Geotechnical ✓ Environmental Planning, Design & Engineering ✓ Environmental Compliance ✓ Construction Management & Inspections ✓ Planning and Design ✓ Community Outreach ✓ Engineering and Project Management ✓ Grants Management ✓ Capital Needs Assessments & Asset Management ✓ Building Department Support Services STC has provided this depth of services to the City for the past several years and the City recognizes the strength of our project managers and our subconsultants. The City appreciates the option to access our subs as part of a larger multi -discipline prime project for STC to manage, or to access our subs for discipline specific projects directly. We are happy to act as a pass through to access the best experts in the specialized disciplines. The STC Team is well organized and there is no ambiguity about roles. We are not a large prime, rather we are a specialty transportation and traffic engineering firm with a large team that can move at a highly 1 efficient pace. We recognize that larger teams, just as with a larger company, does not in and of itself lead to effectiveness on a task. As a small size firm with strong leadership we are responsive and flexible with open lines of communication to meet the City's needs, in ways that large size consultants struggle to deliver. The STC Team gets to the task at hand quickly and promotes efficiency and performance. Experience and Technical Competence. The STC Team has the skillset to deliver the scope of services and has a proven track record of executing this exact work for the City. Our business model is built around providing professionals that deliver exceeding experience, diverse expertise, and quality. We understand the critical nature of municipal engineering. Projects have risks and we minimize the risks by providing experts that know how to get the job done right the first time. Poor engineering can expose limited budgets to change orders and related issues. We have stepped into the gap on projects in National City and resolved potential issues through innovative alternatives that work within the budget and get the project delivered. We leverage our expertise to maximize budgets and avoid potential pitfalls. This allows the City to precisely appropriate funds and achieve the most "bang for the buck" over the course of the CIP. Our on -call engineering services business model is proven by our success in National City and around the county. STC provides the continuity necessary to manage the team with Jason Stack as principal manager, Nick Minicilli as project manager, and Henry Trang as deputy project manager. This management structure is important as Mr. Stack has over 15 years of experience in National City and brings unparalleled expertise and historical perspective. Mr. Minicilli is intimately familiar with the City's CIP procedures and policies and will be the primary interface with the City's project manager. Henry Trang is assigned as deputy project manager, is well known to City staff, and will be plugged into STC team daily progress and activities. Grants Management. STC is a regional leader in competitive grant planning, preparation, and reporting. We have successfully assisted the City in pursing grant funding through regional and statewide funding programs with awards in excess of $7.5 million. Our acumen was demonstrated on cycle 1 of the statewide Active Transportation Program when an STC authored grant scored first out of over 700 applications. Our management staff is expert on the Local Assistance Procedure Manual (LAPM) and reporting requirements. Financial Management and Accounting System. STC understands how essential it is to have a strong, sound, and secured financial management and accounting system; especially for Federal -Aid projects. We follow regulations dictated in the Code of Federal Regulations (CFR) and LAPM and exercise measures internally to provide the City security, that all records are kept in accordance to specified guidelines. This understanding will ensure National City receives funding promptly, and significantly reduces the burden of audit. STC is also keen on National City's preferences for billing procedure, and continuously analyzes costs to scope and track budgets. 2 EXHIBIT B National City On -Call Project Support Services for National City's Capital Improvement Program (CIP) Disciplines: * Traffic Engineering * Traffic Signal Communications Infrastructure & Systems Integration * Transportation Planning (includes Active Transportation and Safe Routes to School) PRIME Consultant Name: STC Traffic, Inc. FEE SCHEDULE LABOR COSTS Labor Classification/ Tile Hourly Rate (Range) $/HR Principal -In -Charge $ 210.00 Principal Manager $ 195.00 Senior Project Manager $ 175.00 Senior Project Technical Specialist $ 170.00 Project Manager $ 160.00 Construction Manager $ 150.00 Project Technical Specialist $ 150.00 Senior Project Engineer $ 145.00 Senior Project Planner $ 135.00 Construction Engineer/Inspector $ 135.00 Project Engineer $ 130.00 Project Planner $ 120.00 Associate Engineer $ 115.00 Associate Planner $ 105.00 Assistant Engineer $ 100.00 Assistant Planner $ 90.00 Intern $ 60.00 "`PLEASE NOTE: The above rates are our Standard Hourly Rates inclusive of Overhead cost and Profit fee. STC Traffic, Inc. confirms these rates are fixed for the duration of the project. INDIRECT LABOR COSTS b) Fringe Benefits (Rate: _ %) c) Total Fridge Benefits [(a) x (b)] $ d) Overhead (Rate: _ %) e) Overhead [(a) x (d)] f) General and Administrative (Rate _%) g) Gen & Admin [(a) x (f)] $ (h) TOTAL INDIRECT COSTS [(c) + (e) + (g)] $ REIMBURSEABLE EXPENSES a) Mileage/Parking b) Printing/Copies c) Equipment & Material *STC Traffic is a local business and there are no direct costs for mileage. *Outsourced reimbursable expenses such as printing/reproduction, deliveries, computerized plotting, materials, etc., will be charged to the client at the consultant's cost without mark-up. Certification of Costs: I, the undersigned, certify to the best of my knowledge and belief that all costs identified in our Schedule of Fees are actual, reasonable, allowable, and allocable to the contract in accordance with the contract terms and conditions. Furthermore, acknowledge that "mark-ups" for sub -consultant services will not be accepted. Morna Stack CFO Name Title 10/14/19 Signature Date ACORD ® CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDIYYYY) 05/16/2019 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 po icy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Matsen Insurance Brokers, Inc. 3101 Concorde Drive, Suite B McKinleyville CA 95519 CONTACT Jacqueline Byrne NAME: (A/C, Ext): (707) 444-9292 FAX No): (707) 444-9529 E-MAIL ADDRESS: )ackie matsen.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Atain Specialty Ins. 17153 INSURED STC Traffic, Inc. 5865 Avenida Encinas, Suite 142-B Carlsbad CA 92008 INSURER B : Nationwide Mutual 23787 INSURER c : Evanston Insurance Co. 35378 INSURER D : Hartford Fire Group 00914 INSURER E : Lloyds of London INSURER F : COVERAGES CERTIFICATE NUMBER: CL191307998 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DDIYYYY) POLICY EXP (MM/DDIYYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y CIP351747 01/01/2019 01/01/2020 EACH OCCURRENCE $ 2,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ 100,000 MED EXP (Any one person) $ 5,000 PERSONAL BADVINJURY $ 2,000,000 GEN'L AGGREGATE A LIMIT APPLIES PRO- JECT PER: LOC GENERAL AGGREGATE $ 4,000,000 PRODUCTS - COMP/OP AGG 2,000,000 $ $ B AUTOMOBILE X - LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY - _ SCHEDULED AUTOS NON -OWNED AUTOS ONLY Y ACPBA3016931702 01/01/2019 01/01/2020 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ C X UMBRELLA LIAB EXCESS LIAB _ OCCUR CLAIMS -MADE XOBW7952219 01/01/2019 01/01/2020 EACH OCCURRENCE $ 6,000,000 AGGREGATE $ 6,000,000 DED RETENTION $ $ D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YN ANY PROPRIETOR/PARTNER/EXECUTIVE Y OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below NIA 57WECGI9278 01/01/2019 01/01/2020 X STATUTE OTH- ER E.L.EACHACCIDENT $ 1,000,000 E.L. DISEASE- EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT 1000, 000 $ , E Professional Liability - Claims Made Basis 1114251 01/01/2019 01/01/2020 Aggregate Limit Per a Claim $3,000,000 $2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City of National City, its elected officials, officers, agents and employees are included as additional insureds per the attached form AF000859. Certificate holder included as additional insured on the auto policy per attached form CA2048 and which is primary and non-contributory per the attached form AC 20 41 01 10. Waiver of subrogation applies to the workers compensation policy per the Extended Broad Form WC 04 03 06 attached to this policy. CERTIFICATE HOLDER CANCELLATION City of National City C/O Risk Manager 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 • ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM SCHEDULE Name of Additional Insured Person(s) Or Organization(s): Location(s) of Covered Operations ANY PERSON OR ORGANIZATION AS REQUIRED BY WRITTEN CONTRACT WITH THE NSURED LOCATION AS REQUIRED BY WRITTEN CONTRACT A. SECTION II -WHO IS AN INSURED is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such a person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. A person or organizations status as an additional insured under this endorsement ends when your operations for that additional insured are completed. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: Additional Insured Contractual Liability " Bodily injury" or "property damage" for which the "additional insured(s)" are obligated to pay damages by reason of the assumption of liability in a contract or agreement. Finished Operations or Work " Bodily injury" or "property damage" occurring after: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization. Negligence of Additional Insured 'Bodily injury" or "property damage" directly caused by or resulting from the negligence of the "additional insured(s)". ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED This endorsement is effective on the inception date of the policy unless otherwise stated below. (The information below is required only when this endorsement is issued subsequent to preparation of the policy). Policy Number: CIP351747 Named Insured STC TRAFFIC, INC. Endorsement Effective date: AF 000 859 07/ 2012 Included copyrighted material of ISO Properties, INC. Page 1 of 1 with its perm ission THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number: 57 WEC GI9278 Endorsement Number: Effective Date: 01/01/19 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: STC TRAFFIC, INC. 5865 AVENIDA ENCINAS STE 142 B CARLSBAD CA 92008 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization from whom you are required by written contract or agreement to obtain this waiver of rights from us Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date: 11/22/18 Policy Expiration Date: 01/01/20 POLICY NUM BER: CIP35 1 747 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/ COM PLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE City of National City c/o City Attorney's Office 1 243 National City Blvd N ational City CA 9 1 950-430 1 Information required to complete this Schedule if not shown above will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV - Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 Insurance Services Office, Inc., 2008 Page 1 of 1 ENDORSEMENT This Endorsement Changes the Policy - Please Read it Carefully PRIMARY AND NON-CONTRIBUTING INSURANCE (Third-Party's Sole Negligence) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART PRODUCTS/ COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD LIABILITY COVERAGE PART BUSINESSOWNERS LIABILITY COVERAGE FORM The following is added to Section IV - Commercial General Liability Conditions, Paragraph 4: Section IV: Commercial General Liability Conditions 4. Other Insurance: d. Notwithstanding the provisions of sub -paragraphs a, b, and c of this paragraph 4, with respect to the Third Party shown below, it is understood and agreed that in the event of a claim or "suit" arising out of the Named Insured's sole negligence, this insurance shall be primary and any other insurance maintained by the additional insured named as the Third Party below shall be excess and non-contributory. The Third Party to whom this endorsement applies is: ANY PERSON OR ORGANIZATION WITH WHOM THE INSURED HAS AGREED BY WRITTEN CONTRACT TO PERFORM SERVICES AND PRIOR TO ANY LOSS THAT ARE WITHIN THE TERMS AND CONDITIONS OF THIS POLICY TO WHICH THIS FORM IS ATTACHED Absence of a specifically named Third Party above means that the provisions of this endorsement apply "as required by written contractual agreement with any Third Party for whom you are performing work." All other terms and conditions of this policy remain unchanged. This endorsement is effective on the inception date of the policy unless otherwise stated herein. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Policy Number: CIP351747 Named Insured: STC TRAFFIC, INC. Endorsement Effective Date: Endorsement Serial No. AF 001 397 0712 Includes copyrighted material of Insurance Services Office, Inc. with its permission Copyright, Insurance Services Office, Inc. 1994 Policy Number: ACPBA3016931702 CA 20 48 (02-99) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" under the Who Is An Insured Provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. SCHEDULE Name of Person(s) or Organization(s): City of National City 1243 National City Blvd National City CA 91950-4301 (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to the endorsement.) Each person or organization shown in the Schedule is an "insured" for Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision contained in Section II of the Coverage Form. Copyright, Insurance Services Office, Inc., 1998 CA 20 48 (02-99) RESOLUTION NO. 2019 — 164 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY, 1) AUTHORIZING THE MAYOR TO EXECUTE A THREE-YEAR AGREEMENT WITH STC TRAFFIC, INC. FOR A NOT -TO -EXCEED AMOUNT OF $2,000,000 TO PROVIDE ON -CALL PROJECT SUPPORT SERVICES FOR NATIONAL CITY'S CAPITAL IMPROVEMENT PROGRAM (CIP), INCLUDING, BUT NOT LIMITED TO, PROJECT MANAGEMENT; TRAFFIC ENGINEERING; TRANSPORTATION PLANNING; TRAFFIC SIGNAL COMMUNICATIONS INFRASTRUCTURE AND SYSTEMS INTEGRATION; PLAN REVIEWS; CONSTRUCTABILITY REVIEWS; CONSTRUCTION SUPPORT; GRANTS MANAGEMENT; COMMUNITY OUTREACH AND COMMUNICATIONS; AND 2) AUTHORIZING THE CITY MANAGER TO EXECUTE ANY PROJECT -SPECIFIC SUPPLEMENTAL AGREEMENTS, AS MAY BE REQUIRED FOR GRANT FUNDED PROJECTS WHEREAS, National City's Capital Improvement Program (CIP) estimates approximately $80 million in Capital Improvement Projects needs over the next five years to include corridor enhancements for traffic calming, pedestrian / bicycle safety (including Americans with Disabilities Act compliance) and smart growth redevelopment; road diets and complete streets; safe routes to school; traffic signal modifications; new street lights; sewer replacement and upsizing; storm drain improvements and implementation of Low - Impact Development (LID) measures for treatment of urban storm water runoff; drought tolerant landscaping; facilities improvements; and park amenities; and WHEREAS, successfully design, manage and construct these projects, the Engineering & Public Works Department advertised a Request for Qualifications (RFQ) for various engineering, architectural and construction support services on May 1, 2019; and WHEREAS, the RFQ was advertised on the City's website, published in the San Diego Union Tribune, e-mailed to over 100 professional consulting firms and also advertised on PlanetBids where over 400 firms were notified; and WHEREAS, the City also hosted an Information Session regarding the RFQ process on May 14, 2019 at the Martin Luther King Jr. Community Center, which was attended by over 100 people; and WHEREAS, the City received 71 Statement of Qualifications (SOQs) from various firms by the June 10, 2019 deadline and reviewed, taking into consideration, among other things, past performance history, knowledge of the environment, the type of services offered, and the cost to the City; and WHEREAS, based on an interview, qualifications, and past performance, staff recommends a three-year Agreement (with the option to extend for two, one year extensions) with STC Traffic, Inc. for a not -to -exceed amount of $2,000,000 to provide on - call project support services for National City's CIP, including, but not limited to, project management; traffic engineering; transportation planning; traffic signal communications infrastructure and systems integration; plan reviews; constructability reviews; construction support; grants management; community outreach and communications; and Resolution No. 2019 — 164 Page Two WHEREAS, in addition, staff recommends authorizing the City Manager to execute any project -specific supplemental agreements, as may be required for grant funded projects. NOW, THEREFORE, BE IT RESOLVED, that the City Council hereby authorizes the Mayor to execute a three-year Agreement (with the option to extend for two, one year extensions) with STC Traffic, Inc. for a not -to -exceed amount of $2,000,000 to provide on -call project support services for National City's CIP, including, but not limited to, project management; civil engineering; traffic engineering; transportation planning; plan reviews; constructability reviews; long-range planning; grants management; community outreach and communications. Said Agreement is on file in the Office of the City Clerk. BE IT FURTHER RESOLVED, that the City Council hereby authorizes the City Manager to execute any project specific supplemental agreements as may be required for grant funded projects. PASSED and ADOPTED this 19th day of November, 2019 Alejandra Sotelo-Solis, Mayor ATTEST: Michael R. Dalla, City Clerk APPROVED AS TO FORM: it P. Morris Jones ity Attorney Passed and adopted by the Council of the City of National City, California, on November 19, 2019 by the following vote, to -wit: Ayes: Councilmembers Cano, Morrison, Quintero, 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. 2019-164 of the City of National City, California, passed and adopted by the Council of said City on November 19, 2019. By: City Clerk of the City of National City, California dx,„6„„,,ze, Deputy CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT MEETING DATE: November 19, 2010 AGENDA ITEM NO. 25 ITEM TITLE: Resolution of the City Council of the City of National City, 1) authorizing the Mayor to execute a three-year Agreement with STC Traffic, Inc. for a not -to -exceed amount of $2,000,000 to provide on -call project support services for National City's Capital Improvement Program (CIP), including, but not limited to, project management; traffic engineering; transportation planning; traffic signal communications infrastructure and systems integration; plan reviews; constructability reviews; construction support; grants management; community outreach and communications; and 2) authorizing the City Manager to execute any project -specific supplemental agreements, as may be required for grant funded projects. PREPARED BY: Jose Lopez, P.E PHONE: 619-336-4312 EXPLANATION: See attached. ciate Civil Engineer DEPARTMENT: Engineering/Public Works APPROVED BY: FINANCIAL STATEMENT: APPROVED: 1 ..( .7 Finance ACCOUNT NO. APPROVED: MIS Funds are appropriated in various CIP accounts for FY 2020; funding for subsequent fiscal years is dependent on future CIP appropriations as part of annual budget and/or future grant awards ENVIRONMENTAL REVIEW: N/A ORDINANCE: INTRODUCTION: FINAL ADOPTION: r-- STAFF RECOMMENDATION: Adopt Resolution executing an Agreement with STC Traffic, Inc. for a not -to -exceed amount of $2,000,000 to provide on -call project support services for National City's CIP. BOARD / COMMISSION RECOMMENDATION: N/A FTACHMENTS: 1. Explanation 2. Agreement 3. Resolution 454/khdi+ 710, 20 (7 . / it Explanation: National City's Capital Improvement Program (CIP) estimates approximately $80 million in capital needs over the next five years. Projects include, for example, corridor enhancements for traffic calming, pedestrian / bicycle safety (including Americans with Disabilities Act compliance) and smart growth redevelopment; road diets and complete streets; safe routes to school; traffic signal modifications; new street lights; sewer replacement and upsizing; storm drain improvements and implementation of Low - Impact Development (LID) measures for treatment of urban storm water runoff; drought tolerant landscaping; facilities improvements; and park amenities. In order to successfully design, manage and construct these projects, the Engineering & Public Works Department advertised a Request for Qualifications (RFQ) for various engineering, architectural and construction support services on May 1, 2019. Additional services requested via the RFQ include, for example, plan and map reviews, preparation of plat and legal descriptions, sewer system management and financial administration, housing and real estate development services, Building Department support services, and environmental compliance involving storm water, wastewater and hazardous materials. The RFQ was advertised on the City's website, published in the San Diego Union Tribune, e-mailed to over 100 professional consulting firms and also advertised on PlanetBids where over 400 firms were notified. Additionally, the City hosted an Information Session regarding the RFQ process on May 14, 2019 at the MLK Jr. Community Center, which was attended by over 100 people. The Department received 71 Statement of Qualifications (SOQs) from various firms by the June 10, 2019 deadline. Copies of the SOQs received are available in the Office of the City Engineer. Based on the strength of their SOQ, interview and past performance, staff recommends executing a three-year Agreement (with the option to extend for two, one year extensions) with STC Traffic, Inc. for a not -to -exceed amount of $2,000,000 to provide on -call project support services for National City's CIP, including, but not limited to, project management; traffic engineering; transportation planning; traffic signal communications infrastructure and systems integration; plan reviews; constructability reviews; construction support; grants management; community outreach and communications. See Exhibit "A" for general scope of work and Exhibit "B" for schedule of fees. Services will be provided "as -needed" based on available funding and capital priorities. In addition, staff recommends authorizing the City Manager to execute any project - specific supplemental agreements, as may be required for grant funded projects. These supplemental agreements would reference the terms and conditions of the attached master on -call Agreement, while incorporating additional project -specific grant requirements for use of consultant support services. Authorization to accept and appropriate grant funds, and execute grant agreements with the awarding agency (e.g. Caltrans, SANDAG, etc.) would still require separate City Council action. -1- AGREEMENT BETWEEN THE CITY OF NATIONAL CITY AND STC TRAFFIC, INC. THIS AGREEMENT is entered into on this 19th day of November, 2019, between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and STC TRAFFIC, INC., a California corporation (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide on -call project support services for National City's Capital Improvement Program (CIP); WHEREAS, on May 1, 2019, the Engineering & Public Works Department advertised a Request for Qualifications (RFQ) for on -call project support services for National City's CIP; WHEREAS, on June 10, 2019, the CONSULTANT submitted a Statement of Qualifications (SOQ) in response to the RFQ, consistent with the requirements of the RFQ; and WHEREAS, the CITY has determined that the CONSULTANT is an engineering firm; WHEREAS, based on evaluation of the CONSULTANT SOQ and interview, the CITY has determined that the CONSULTANT is qualified by experience and ability to perform the services desired by the CITY, and the CONSULTANT is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONSULTANT. The CITY agrees to engage the CONSULTANT to provide on -call CIP project support services for the CITY, 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 November 19, 2019. The duration of this Agreement is for the period of November 19, 2019 through November 18, 2022. 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 two 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 set forth in the attached Exhibit "A", including, but not limited to: project management; traffic engineering; transportation planning; traffic signal communications infrastructure and systems integration; plan reviews; constructability reviews; construction support; grants management; community outreach and communications. The CONSULTANT will be expected to submit proposals for individual task orders in a timely manner, consistent with the general scope of services described in Exhibit "A". Task order proposals shall include a detailed scope of work, schedule of deliverables, and a "not -to - exceed" cost estimate. The Project Coordinator will issue a Notice to Proceed upon approval of each individual task order. After issuance of a Notice to Proceed for each individual task order, the CONSULTANT will only receive compensation for actual work performed, on a time -and - materials basis, consistent with the detailed scope of work, and within the limits of the "not -to - exceed" cost estimate. The CONSULTANT shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the CITY. The CITY may unilaterally, or upon request from the CONSULTANT, from time to time reduce or increase the Scope of Services to be performed by the CONSULTANT under this Agreement. Upon doing so, the CITY and the CONSULTANT agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services. 4. PROJECT COORDINATION AND SUPERVISION. Stephen Manganiello, City Engineer/Director of 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. Jason Stack, President, thereby is designated as the Project Director for the CONSULTANT. 5. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT shall be based on monthly billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work described in Exhibit "A" shall not exceed $2,000,000. The compensation for the CONSULTANT's work shall not exceed the rates set forth in Exhibit "B". The CITY will not accept CONSULTANT "mark-ups" for services provided by SUBCONSULTANTS. Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with 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-ofthis-Agreement,_and_the_amount_oLcomp_ensation_due. Standard Agreement Page 2 of 12 Revised May 2019 STC Traffic, Inc. City of National City and -3- 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: (1) be free from defects; (2) become the property of the CITY for use with respect to this project; and (3) shall be turned over to the CITY upon completion of the project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONSULTANT hereby assigns to the CITY, and CONSULTANT thereby expressly waives and disclaims any copyright in, and the right to reproduce, all written material, drawings, plans, specifications, or other work prepared under this Agreement, except upon the CITY's prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONSULTANT shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium, or method utilize the CONSULTANT's written work product for the CITY's purposes, and the CONSULTANT expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CITY of documents, drawings, or specifications prepared by the CONSULTANT shall relieve the CONSULTANT from liability under Section 14, but only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of Services of this project, unless otherwise mutually agreed. 8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers with one another. Neither the CONSULTANT nor the CONSULTANT's employees are employees of the CITY, and are not entitled to any of the rights, benefits, or privileges of the CITY's employees, including but not limited to retirement, medical, unemploy- ment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONSULTANT and the CONSULTANT's employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONSULTANT and its employees. Neither this Agreement, nor any interest herein, may be assigned by the CONSULTANT without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or SUBCONSULTANTS, as the CONSULTANT may deem necessary for the proper and efficient performance of this Agreement. All agreements by Standard Agreement Page 3 of 12 City of National City and Revised May 2019 STC Traffic, Inc. -4- 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 set forth in this Agreement. The CONSULTANT, or the CONSULTANT's agents, servants, or employees are not in any manner agents, servants, or employees of the CITY. The CONSULTANT and its agents, servants, and employees are wholly independent from the CITY and CONSULTANT's obligations to the CITY are solely prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, in the performance of the services to be provided herein, shall comply with all applicable state and federal statutes and regulations, and all applicable ordinances, rules, and regulations of the City of National City, whether now in force or subsequently enacted. The CONSULTANT and each of its SUBCONSULTANT(S), shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. CONSULTANT must promptly produce a copy of any such license, permit, or approval to CITY upon request. The CONSULTANT represents and covenants that the CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONSULTANT to practice its profession. 12. STANDARD OF CARE. A. The CONSULTANT, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONSULTANT's trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT's employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this Agreement, the CONSULTANT warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONSULTANT's professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONSULTANT to use due diligence under this sub -section will render the CONSULTANT liable to the CITY for any increased costs that result from the CITY's later inability to obtain the specified items or any Standard Agreement Page 4 of 12 City of National City and Revised May 2019 STC Traffic, Inc. -5- reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONSULTANT certain'onfidential 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. Tom -the -maximum -extent provided by law, 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 negligence, recklessness, or willful misconduct in the performance of this Agreement. CITY will cooperate reasonably in the defense of any action, and CONSULTANT shall employ competent counsel, reasonably acceptable to the City Attorney. Standard Agreement Page 5 of 12 City of National City and Revised May 2019 STC Traffic, Inc. -6- 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. EMPLOYEE PAYMENTS AND INDEMNIFICATION. A. PERS Eligibility Indemnification. If CONTRACTOR's employee(s) providing services under this Agreement claims, or is determined by a court of competent jurisdiction or the California Public Employees Retirement System ("PERS") to be eligible for enrollment in PERS of the CITY, CONTRACTOR shall indemnify, defend, and hold harmless CITY for the payment of any employer and employee contributions for PERS benefits on behalf of the employee as well as for payment of any penalties and interest on such contributions which would otherwise be the responsibility of the CITY. CONTRACTOR's employees providing service under this Agreement shall not: (1) qualify for any compensation and benefit under PERS; (2) be entitled to any benefits under PERS; (3) enroll in PERS as an employee of CITY; (4) receive any employer contributions paid by CITY for PERS benefits; or (5) be entitled to any other PERS-related benefit that would accrue to a CITY employee. CONTRACTOR's employees hereby waive any claims to benefits or compensation described in this Section 16. This Section 16 applies to CONTRACTOR notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary. B. Limitation of CITY Liability. The payment made to CONTRACTOR under this Agreement shall be the full and complete compensation to which CONTRACTOR and CONTRACTOR's officers, employees, agents, and subcontractors are entitled for performance of any work under this Agreement. Neither CONTRACTOR nor CONTRACTOR's officers, employees, agents, and subcontractors are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to CITY employees. The CITY will not make any federal or state tax withholdings on behalf of CONTRACTOR. The CITY shall not be required to pay any workers' compensation insurance on behalf of CONTRACTOR. C. Indemnification for Employee Payments. CONTRACTOR agrees to defend and indemnify the CITY for any obligation, claim, suit, or demand for tax, retirement contribution including any contribution to PERS, social security, salary or wages, overtime payment, or workers' compensation payment which the CITY may be required to make on behalf of (1) CONTRACTOR, (2) any employee of CONTRACTOR, or (3) any employee of CONTRACTOR construed to be an employee of the CITY, for work performed under this Agreement. This is a continuing obligation that survives the termination of this Agreement. 17. 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 Standard Agreement Page 6 of 12 City of National City and Revised May 2019 STC Traffic, Inc. -7- recovered against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the CONSULTANT under this Agreement. 18. 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. 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. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of either $2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 umbrella policy, covering all bodily injury and property damage arising out of its operations, work, or performance under this Agreement. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". The "project" or "location" should be noted with specificity on an endorsement that shall be incorporated into the policy. D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONSULTANT's employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the CITY. Said endorsement shall be provided prior to commencement of work under this Agreement. If CONSULTANT has no employees subject to the California Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by CITY. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, officials, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY's Risk Manager, at the address listed in subsection G below, of cancellation or material change. F. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONSULTANT shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. 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 7 of 12 Revised May 2019 STC Traffic, Inc. City of National City and -8- 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 List of Approved Surplus Line Insurers ("LASLI") 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 insurance policies required by this Section 18 in full force and effect at all times during the term of this Agreement, the CITY may 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 18, 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 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. 19. 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. 20. 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 8 of 12 City of National City and Revised May 2019 STC Traffic, Inc. -9- 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. 21. 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 City Engineer/Director of Public Works Engineering & Public Works Department City of National City 1243 National City Boulevard National City, CA 91950-4397 To CONSULTANT: Jason Stack President 5865 Avenida Encinas, Ste. 142-B Carlsbad, CA 92008 Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. Any notice, request, demand, direction or other communication Standard Agreement Page 9 of 12 City of National City and Revised May 2019 STC Traffic, Inc. -10- 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. 22. 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. 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 22 by the CONSULTANT. 23. 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. 24. ADMINISTRATIVE 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 10 of 12 Revised May 2019 STC Traffic, Inc. City of National City and -11- 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. Assignment & Assumption of Rights. CONSULTANT shall not assign this Agreement, in whole or in part, to any other party without first obtaining the written consent of CITY. H. 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. I. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. The venue for any legal action arising under this Agreement shall be in either state or federal court in the County of San Diego, State of California. J. 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. K. 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. L. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. M. 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 18 and the indemnification and hold harmless provision of Section 15 of this Agreement. /// /// /// Standard Agreement Page 11 of 12 City of National City and Revised May 2019 STC Traffic, Inc. -12- N. 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. CITY OF NATIONAL CITY By: Alejandra Sotelo Solis, Mayor APPROVED AS TO FORM: STC TRAFFIC, INC., A CALIFORNIA CORPORATION (Corporation — signatures of two corporate officers required) (Name) \ c1c- (Print) -P. ii /co Angil P. Morris -Jones (Title) City Attorney By: Roberto M. Contreras Deputy City Attorney Standard Agreement Page 12 of 12 Revised May 2019 STC Traffic, Inc. By: /7/ /-c k M-i- (Name) Mli'IJC: III (Print) V i C e JPr e s c e (Title) City of National City and -13- EXHIBIT A June 10, 2019 City of National City Engineering & Public Works Department Attn: Roberto Yano, P.E., Deputy City Engineer 1243 National City Boulevard National City, CA 91950 Subject: Statement of Qualifications for On -Call Project Support Services for National City's Capital Improvement Program (CIP) — 2019 Dear Mr. Yano, STC Traffic, Inc., is pleased to submit this statement of qualifications for On -Call Project Support Services for National City's CIP. We propose to continue to offer the range of disciplines and services we've provided the City for the past several years. I started STC over 12 years ago with a vision for delivering specialized engineering consulting expertise to public agencies in San Diego County. National City was one of our founding clients, and in the early years, engaged our firm to service traffic systems, operations, and engineering tasks. Success on these tasks became a springboard to many more essential and diverse projects in support of the City's CIP. Today, STC Traffic is a recognized leader in on -call municipal engineering consulting services, contracting as a prime with nearly every municipality in the region. Since we began working in National City with only a few key staff, we have grown to 24 staff members and National City has been crucial to that growth. We know how valuable National City has been to our firm and understand its continued importance. We are committed to bring the same clear ethos and professional philosophy on which I founded this firm. That professional philosophy is as follows: Character comes first. We are successful because we are trusted with the City's work. This trust has developed through demonstrating honesty and exercising our expertise with responsibility both individually and as an organization. We choose to do the right thing rather than be expedient and we enjoy the hard work engendered. We're building more than great projects. We're also seeking to create organizations that promote our professionals to reach their fullest potential and build tomorrow's leaders on a foundation of trust that resonates with the community. We know National City. Consultants are an integral part of National City's CIP delivery and the City depends on consultants to meet the demand of its significant program. This on -call consultant procurement will provide the expert resources and capacity necessary to meet CIP obligations over the next 3 to 5 years. STC supplements National City staff resources, provides special technical capabilities, and guides challenging projects. We've gained the confidence of both staff and management, and this has in -turn built the public's confidence in the City's ability to deliver high -quality customer service. Institutional knowledge. STC has unique insight into agency infrastructure and procedures spanning over ten years of practice in National City. Our local knowledge, combined with agency staff familiarity and confidence, enables STC to reduce risk and waste and provide more effective project alternatives. Thanks to these advantages and experience, STC delivers high value at a lower cost which extends the purchase power of precious funds. STC Traffic, Inc. 5865 Avenida Encinas, Suite 142-B, Carlsbad, CA 92008 www.stctraffic.corn -14- On -Call Project Support Services for National City's CIP June 10, 2019 Project management continuity. STC provides substantial project management continuity —an essential component for a successful CIP—by offering Jason Stack as principal manager, Nick Minicilli as project manager, and Henry Trang as deputy project manager. This group has been intact and managing and producing work for National City continuously over the past 5 years. Our management team is intimately familiar with City expectations and goals. Our managers lead by example, as working managers, staying connected to projects on every level in order to sustain our well-known brand of project management. The team. The team we've gathered for National City has grown and been refined through years of previous work together. Our subconsultants are the best in the region at what they do. We've assembled a team of talented, highly qualified local firms who share our vision, many already well known to the City. The STC team will continue to promote efficiency and performance, and our subconsultants are a key part of that objective. The team is comprised as follows: ✓ Aark Engineering ✓ National Data & Surveying Services ✓ Blue Violet Networks ✓ Ninyo and Moore ✓ C&S Companies ✓ Rincon Consultants, Inc. ✓ Ferguson Pape Baldwin Architects ✓ Sampo Engineering ✓ Vic Salazar Communications ✓ Schmidt Design Group ✓ Innovative Construction Consulting Services V DHS Consulting National City's CIP is highly recognized, and we have the distinct standing to be an important part of the success for more than twelve years. I've watched as the City's Engineering and Public Works Department has reorganized to become more efficient and continue to deliver stand -out projects and services year over year. This is a source of pride in the City and new staff have become leaders following the model of promoting public service within the organization. We have confidence in, and a strong working relationship with, both staff and management and we take great pride in the work we perform for the City. I am the contact person for this statement of qualifications and available to discuss this with you should you have any questions about the information provided. We look forward to the opportunity to continue to build our combined track record of success for National City. Sincerely, (01.014 Jason Stack, TE, PTOE President/ Principle -in -Charge STC Traffic, Inc. Contact: Jason Stack Address: 5865 Avenida Encinas, Suite 142-B Carlsbad, CA 92008 Phone: (760) 585-4212 Email: Jason.stack@stctraffic.com -15- 21 a; ona On -Call Project Support CALIFCRs,,t NATIONAL CIT uktoq 1 EXECUTIVE SUMMARY This proposal presents the advantages and abilities STC and its team of subconsultants possesses, along with the services it proposes to offer the City of National City. STC Traffic, Inc., understands that the purpose of the City's request for qualifications (RFQ) is to provide the City with the best -qualified consultants — in the areas of Engineering and Public Works —in support of the various projects required for the capital improvement program (CIP). This statement of qualifications details our team's significant experience, project approach, and expert staff, which meets many of the needs of the City's CIP. This Statement of Qualifications (SOQ) is prepared based on the requirements provided in the Request for Qualifications (RFQ) and follows the RFQ contents organization and order. This section is a primer for what follows in the submittal: our familiarity in National City, experience and technical competence, grants management, and financial management and accounting systems. Familiarity with Local Environment. Consultants are critical to National City's CIP development and delivery process. National City staff are fully engaged in management of multiple disciplines, project delivery, and engineering and public works management and operations. This on -call CIP consultant procurement will provide National City the expert resources and capacity to meet demand for professional services necessary to implement the CIP over the next 3-5 years. STC offers a comprehensive team of subconsultants to National City to meet this demand. STC has selected the following disciplines and general services in support of the On -Call Project Support Services contract: ✓ Civil Engineering 1Structural Engineering ✓ Mechanical Engineering ✓ Electrical Engineering ✓ Traffic Engineering ✓ Traffic Signal Communications infrastructure& Systems Integration ✓Traffic Data Collection ✓ Transportation Planning ✓ Architecture ✓ Landscape Architecture 1 ADA Compliance and Universal Design ✓ Intelligent Transportation Systems Planning ✓ Geographic Information Systems (GIS) ✓ Utility Design &Coordination ✓ Land Surveying ✓ Geotechnical ✓ Environmental Planning, Design & Engineering ✓ Erivitontnental Compliance ✓ Construction Management & Inspections ✓ Planning and Design ✓ Community Outreach ✓ Engineering and Project Management ✓ Grants Management ✓ Capital Needs Assessments & Asset Management • Building Department Support Services STC has provided this depth of services to the City for the past several years and the City recognizes the strength of our project managers and our subconsultants. The City appreciates the option to access our subs as part of a larger multi -discipline prime project for STC to manage, or to access our subs for discipline specific projects directly. We are happy to act as a pass through to access the best experts in the specialized disciplines. The STC Team is well organized and there is no ambiguity about roles. We are not a large prime, rather we are a specialty transportation and traffic engineering firm with a large team that can move at a highly 1 -16- - CAUFORYIA National City On -Call Project Support Services (CIP) NATIONAL Cl efficient pace. We recognize that larger teams, just as with a larger company, does not in and of itself lead to effectiveness on a task. As a small size firm with strong leadership we are responsive and flexible with open lines of communication to meet the City's needs, in ways that large size consultants struggle to deliver. The STC Team gets to the task at hand quickly and promotes efficiency and performance. Experience and Technical Competence. The STC Team has the skillset to deliver the scope of services and has a proven track record of executing this exact work for the City. Our business model is built around providing professionals that deliver exceeding experience, diverse expertise, and quality. We understand the critical nature of municipal engineering. Projects have risks and we minimize the risks by providing experts that know how to get the job done right the first time. Poor engineering can expose limited budgets to change orders and related issues. We have stepped into the gap on projects in National City and resolved potential issues through innovative alternatives that work within the budget and get the project delivered. We leverage our expertise to maximize budgets and avoid potential pitfalls. This allows the City to precisely appropriate funds and achieve the most "bang for the buck" over the course of the CIP. Our on -call engineering services business model Is proven by our success in National City and around the county. STC provides the continuity necessary to manage the team with Jason Stack as principal manager, Nick Minicilli as project manager, and Henry Trang as deputy project manager. This management structure is important as Mr. Stack has over 15 years of experience in National City and brings unparalleled expertise and historical perspective. Mr. Minicilli is intimately familiar with the City's CIP procedures and policies and will be the primary interface with the City's project manager. Henry Trang is assigned as deputy project manager, is well known to City staff, and will be plugged into STC team daily progress and activities. Grants Management. STC is a regional leader in competitive grant planning, preparation, and reporting. We have successfully assisted the City in pursing grant funding through regional and statewide funding programs with awards in excess of $7.5 million. Our acumen was demonstrated on cycle 1 of the statewide Active Transportation Program when an STC authored grant scored first out of over 700 applications. Our management staff is expert on the Local Assistance Procedure Manual (LAPM) and reporting requirements. Financial Management and Accounting System. STC understands how essential it is to have a strong, sound, and secured financial management and accounting system; especially for Federal -Aid projects. We follow regulations dictated in the Code of Federal Regulations (CFR) and LAPM and exercise measures internally to provide the City security, that all records are kept in accordance to specified guidelines. This understanding will ensure National City receives funding promptly, and significantly reduces the burden of audit. STC is also keen on National City's preferences for billing procedure, and continuously analyzes costs to scope and track budgets. 2 -17- EXHIBIT B National City On -Call Project Support Services for National City's Capital Improvement Program (CIP) Disciplines: * Traffic Engineering * Traffic Signal Communications Infrastructure & Systems Integration * Transportation Planning (includes Active Transportation and Safe Routes to School) PRIME Consultant Name: STC Traffic, Inc. FEE SCHEDULE LABOR COSTS Labor Classification/ Tile Hourly Rate (Range) $/HR Principal -In -Charge $ 210.00 Principal Manager $ 195.00 Senior Project Manager $ 175.00 Senior Project Technical Specialist $ 170.00 Project Manager $ 160.00 Construction Manager $ 150.00 Project Technical Specialist $ 150.00 Senior Project Engineer $ 145.00 Senior Project Planner $ 135.00 Construction Engineer/Inspector $ 135.00 Project Engineer $ 130.00 Project Planner $ 120.00 Associate Engineer $ 115.00 Associate Planner $ 105.00 Assistant Engineer $ 100.00 Assistant Planner $ 90.00 Intern $ 60.00 *`PLEASE NOTE: The above rates are our Standard Hourly Rates incrusive of Overhead cost aid Profit fee_ STC Traffic, Inc. confirms these rates are fixed for the duration of the project. INDIRECT LABOR COSTS b) Fringe Benefits (Rate: _%) c) Total Fridge Benefits [(a) x (b)] $ d) Overhead (Rate: %) e) Overhead [(a) x (d)1 f) General and Administrative (Rate %) g) Gen & Admin [(a) x (f)] $ (h) TOTAL INDIRECT COSTS [(c) + (e) + (g)] $ REIMBURSEABLE EXPENSES a) Mileage/Parking b) Printing/Copies c) Equipment & Material *STC Traffic is a local business and there are no direct costs for mileage. *Outsourced reimbursable expenses such as printing/reproduction, deliveries, computerized plotting, materials, etc., will be charged to the client at the consultant's cost without mark-up. Certification of Costs: I, the undersigned, certify to the best of my knowledge and belief that all costs identified in our Schedule of Fees are actual, reasonable, allowable, and allocable to the contract in accordance with the contract terms and conditions. Furthermore, I acknowledge that "mark-ups" for sub -consultant services will not be accepted. Marna Stack CFO Title 10/14/19 Signature Date -18- RESOLUTION NO. 2019 — RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY, 1) AUTHORIZING THE MAYOR TO EXECUTE A THREE-YEAR AGREEMENT WITH STC TRAFFIC, INC. FOR A NOT -TO -EXCEED AMOUNT OF $2,000,000 TO PROVIDE ON -CALL PROJECT SUPPORT SERVICES FOR NATIONAL CITY'S CAPITAL IMPROVEMENT PROGRAM (CIP), INCLUDING, BUT NOT LIMITED TO, PROJECT MANAGEMENT; TRAFFIC ENGINEERING; TRANSPORTATION PLANNING; TRAFFIC SIGNAL COMMUNICATIONS INFRASTRUCTURE AND SYSTEMS INTEGRATION; PLAN REVIEWS; CONSTRUCTABILITY REVIEWS; CONSTRUCTION SUPPORT; GRANTS MANAGEMENT; COMMUNITY OUTREACH AND COMMUNICATIONS; AND 2) AUTHORIZING THE CITY MANAGER TO EXECUTE ANY PROJECT -SPECIFIC SUPPLEMENTAL AGREEMENTS, AS MAY BE REQUIRED FOR GRANT FUNDED PROJECTS WHEREAS, National City's Capital Improvement Program (CIP) estimates approximately $80 million in Capital Improvement Projects needs over the next five years to include corridor enhancements for traffic calming, pedestrian / bicycle safety (including Americans with Disabilities Act compliance) and smart growth redevelopment; road diets and complete streets; safe routes to school; traffic signal modifications; new street lights; sewer replacement and upsizing; storm drain improvements and implementation of Low - Impact Development (LID) measures for treatment of urban storm water runoff; drought tolerant landscaping; facilities improvements; and park amenities; and WHEREAS, successfully design, manage and construct these projects, the Engineering & Public Works Department advertised a Request for Qualifications (RFQ) for various engineering, architectural and construction support services on May 1, 2019; and WHEREAS, the RFQ was advertised on the City's website, published in the San Diego Union Tribune, e-mailed to over 100 professional consulting firms and also advertised on PlanetBids where over 400 firms were notified; and WHEREAS, the City also hosted an Information Session regarding the RFQ process on May 14, 2019 at the Martin Luther King Jr. Community Center, which was attended by over 100 people; and WHEREAS, the City received 71 Statement of Qualifications (SOQs) from various firms by the June 10, 2019 deadline and reviewed, taking into consideration, among other things, past performance history, knowledge of the environment, the type of services offered, and the cost to the City; and WHEREAS, based on an interview, qualifications, and past performance, staff recommends a three-year Agreement (with the option to extend for two, one year extensions) with STC Traffic, Inc. for a not -to -exceed amount of $2,000,000 to provide on - call project support services for National City's CIP, including, but not limited to, project management; traffic engineering; transportation planning; traffic signal communications infrastructure and systems integration; plan reviews; constructability reviews; construction support; grants management; community outreach and communications; and Resolution No. 2019 — Page Two WHEREAS, in addition, staff recommends authorizing the City Manager to execute any project -specific supplemental agreements, as may be required for grant funded projects. NOW, THEREFORE, BE IT RESOLVED, that the City Council hereby authorizes the Mayor to execute a three-year Agreement (with the option to extend for two, one year extensions) with STC Traffic, Inc. for a not -to -exceed amount of $2,000,000 to provide on -call project support services for National City's CIP, including, but not limited to, project management; civil engineering; traffic engineering; transportation planning; plan reviews; constructability reviews; long-range planning; grants management; community outreach and communications. Said Agreement is on file in the Office of the City Clerk. BE IT FURTHER RESOLVED, that the City Council hereby authorizes the City Manager to execute any project specific supplemental agreements as may be required for grant funded projects. PASSED and ADOPTED this 19th day of November, 2019. Alejandra Sotelo-Solis, Mayor ATTEST: Michael R. Dalla, City Clerk APPROVED AS TO FORM: Angil P. Morris Jones City Attorney CITY OF NATIONAL CITY Office of the City Clerk 1243 National City Blvd., National City, California 91950-4397 619-336-4228 Michael R. Dalla, CMC - City Clerk STC TRAFFIC On -Call Project Support Services CIP Program Judith Hernandez (Engineering/Public Works) forwarded a duplicate original Agreement to Chen Ryan Associates.