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HomeMy WebLinkAbout2019 CON KTU&A - On-call Project Support Services CIPAGREEMENT BETWEEN THE CITY OF NATIONAL CITY AND KTU&A THIS AGREEMENT is entered into on this 3`d day of December, 2019, between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and KTU&A, 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 a planning and landscape architecture 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 December 3, 2019. The duration of this Agreement is for the period of December 3, 2019 through December 2, 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. 3. SCOPE OF SERVICES. The CONSULTANT will perform services as set forth in the attached Exhibit "A", including, but not limited to: project management; landscape architecture and urban design; transportation planning; geographic information systems; long- range planning for all disciplines described in Exhibit "A"; 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. Mike Singleton, 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 Revised May 2019 KTU&A City of National City and 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 KTU&A City of National City and 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 KTU&A 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 confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONSULTANT shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 14, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONSULTANT, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONSULTANT without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONSULTANT shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. CONSULTANT shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 15. 15. INDEMNIFICATION AND HOLD HARMLESS. 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 KTU&A 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 Cite of National City and Revised May 2019 KTU&A 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 KTU&A 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 Revised May 2019 KTU&A City of National City and C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONSULTANT as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONSULTANT, whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONSULTANT shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONSULTANT's breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 7. E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONSULTANT; (2) a reorganization of the CONSULTANT for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONSULTANT. 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: Mike Singleton President 3916 Normal Street San Diego, CA 92103 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 KTU&A 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 KTU&A 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 KTU&A 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 ote o Solis ' i:yor APPROVED AS TO FORM: Angil P. Morris -Jones C. Attorney berto M. Contreras Deputy City Attorney KTU&A, A CALIFORNIA CORPORATION (Corporation — signatures of two corporate officers required) By: (Print) Psi By: (Name) u�T w. ck-& sc»-1 (Print) (Title) Standard Agreement Page 12 of 12 City of National City and Revised May 2019 KTU&A ktu June 10, 2019 Roberto Yano, P.E. Deputy City Engineer City of National City Engineering & Public Works Department 1243 National City Boulevard National City, CA 91950 EXHIBIT A Dear Mr. Yano and Members of the Consultant Selection Panel, 3916 Normal Street San Diego, CA 92103 619.294.4477 www.ktua.com PLA 2342.2386.2500 DISCIPLINES Transportation Planning I Landscape Architecture Geographic Information Systems I Planning and Design I Community Outreach I Grants Management Safe and efficient modes of transportation, infrastructure upgrades, and improved quality of life are high priorities for cities and their residents. As budget challenges continue and the demand for infrastructure and public facilities increases, KTUA understands the need to make every dollar count towards the implementation of your priority projects. City staff faces many challenges every- day — from intensely competitive grant programs to responding to resident concerns about issues that impact their quality of life. As consultants, KTUA's goal is to make your job easier by providing you with the resources needed to bring your projects to fruition. We offer you a team of transportation and land use planners, engineers, landscape architects, grant writers, outreach facilitators, and GIS analysts to support your various on -call needs. Through our work with National City over the last ten years, we understand your goals and objectives and offer the support of our staff to bring your projects to reality. We believe there are three factors that demonstrate our innovative approach to projects. First, we continue to secure repeat proj- ects with clients such as SCAG (10 projects in the last 7 years); the City of Santa Ana (3 projects in the last 5 years); Riverside Transit Agency (2 projects in the last 3 years); and the City of Goleta (2 projects in the last 3 years). This also includes five projects for the City of National City. Second, we have assisted our clients in preparing and winning more than $42M in grants for complete and green street projects over the last ten years. Third, our projects consistently win awards at the local, state, and national level, most recently in April and May 2019. We received two Sustainability Planning awards from SCAG for the City of Santa Ana Central Complete Streets Plan and the Riverside Transit Agency Hemet Mobility Hub Feasibility Study. The Goleta Bicycle and Pedestrian Master Plan received awards from APWA and APA Central Coast Section. Additional APA awards have been granted to the City of Paso Robles Bicycle and Pedestrian Master Plan; the City of San Jacinto Trails Master Plan; Riverside Transit Agency First and Last Mile Mobility Plan; the City of Santa Ana Central Complete Streets Plan; and the City of Vista Townsite Drive Corridor Study. QUALIFICATION CRITERIA: 1. Knowledge of Local Environment: KTUA has been working in National City since 2010 on CIP projects, planning studies, and grant applications related to redevelopment in the downtown area, traffic calming and bike and pedestrian infrastructure, regional transportation integration, and waterfront access. We are familiar with the body of work that National City has completed, and we are ready to help build new projects for the three communities in the city, El Toyon, Kimball, and Las Palmas. This recent experi- ence provides the KTUA team members with a clear understanding of local conditions, priorities, nuances, and processes through multi-lingual community engagement, stakeholder meetings, field work, walking tours, city staff coordination, and council and committee presentations. KTUA will work closely with the Engineering and Public Works Department, as well as other on -call con- sultants, to advance the city's priority projects. 2. Experience and Technical Competence: KTUA has provided transportation planning, landscape architecture, GIS, community engagement, visualization and grant writing services to cities and other public agencies throughout central and southern California for 49 years, with an emphasis on complete streets, transit, safe routes, vision zero, first/last mile, trails, open spaces, GIS analysis, and landscape architecture. With KTUA's technical experience in many facets of design, planning, and analysis for municipal agencies, along with stormwater infrastructure, community planning, placemaking, and urban greening project experience, we bring a solid foundation of services to improve the cities and agencies within the region. We are currently managing on -call or as -needed contracts for Western Riverside Council of Governments (WRCOG), the City of San Diego, the Port of San Diego, San Diego Asso- ciation of Governments (SANDAG), the City of National City, and NAVFAC Southwest. Through this on -call experience, we under- stand the process to handle multiple task orders and schedules concurrently; to achieve a sustainable, implementable project; and the design, bidding and construction requirements for new, renovation and expansion projects that can be constructed and maintained safely and economically. 3. Grants Management: KTUA has an extensive background preparing and assisting with the preparation of grants for munici- palities such as the Port of San Diego, City of Vista, City of National City, Orange County Transportation Authority (OCTA), and the Western Riverside Council of Governments (WRCOG). KTUA has secured more than $15.5M in grants for our clients, and $3.62M specifically for National City. In addition, our clients have secured more than $42M in grant funding based on KTUA prepared plans and studies. As one of our project deliverables, we prepare detailed project cut -sheets for the priority projects, typically including a project summary, 30% drawings, photos, 3D models, and preliminary cost estimates. These cut sheets are then ready to be used for grant applications. Over the past 25 years, KTUA has also worked extensively on the implementation of grant funded projects. Ad- herence to grant requirements, budgets, schedules, and reporting procedures is absolutely critical. Missing one of these elements can result in funding being pulled. 4. Financial Management and Accounting System: KTUA accumulates, classifies, and allocates costs in a consistent manner. To determine the costs of services rendered, KTUA conforms with generally accepted accounting principles (GAAP) and cost account- ing provisions contained in contracts and applicable laws, standards, rules, and regulations governing cost accounting practices issued by the following: Financial Accounting Standards Board (FASB); Cost Accounting Standards Board (CASB); Internal. Revenue Service (IRS). I will serve as the principal landscape architect and planner for all of the services offered by KTUA to make sure our efforts are well coordinated and seamless with the city and other city consultants so that the services we deliver to you meet your budget, schedule, and expectations. Other key personnel include Transportation Planner Joe Punsalan, Outreach Facilitator Jacob Leon, Transportation Engineer Tom Bertulis, Landscape Architect Brooke Whalen, GIS Technical Manager Alex Samarin, Landscape Archi- tect Tim Henderson, Landscape Architect Jerod Huwa, Stephen Nunez, and Silvia Fang. KTUA has a San Diego staff of 35 landscape architects, planners, irrigation designers, GIS analysts and support personnel. Our staff resources allow us the flexibility to work with your schedule to meet the requirements of this contract. Civil Sense, a San Diego -based civil engineering firm, will fulfill our DBE goal. KTUA has worked with Civil Sense on a number of park and street improvement projects. KTUA looks forward to the opportunity to discuss our project approach and qualifications with you. We hope this submittal demonstrates the understanding and ability of the KTUA team to help you meet and exceed your overall goals and objectives for the City of National City. Respectfully submitted, ike Singleton Principal Transportation Planner CITY OF NATIONAL CITY KTUA PRIMARY CONTACT INFORMATION Michael Singleton ( AICP CTP, CA PLA, LEED AP 3916 Normal Street, San Diego, CA 92103 t: (619) 294-4477 x134; f: (619) 294-9965 mike@ktua.com On -Call Project Support Services for National City's Capital Improvement Program 2 021 EXECUTIVE SUMMARY I QUALIFICATION CATEGORIES CONTACT INFORMATION This section identifies our principal contact for the contract, as well as our project managers for the various disciplines covered by KTUA. Client and community satisfaction are key to the project's success. This section also includes some recent quotes from our clients to support our attention to detail. FAMILIARITY WITH LOCAL ENVIRONMENT The planning and design of a project requires an understand- ing of the regulations and requirements to protect the public's health safety and welfare; an understanding of the most inno- vative design technologies to meet current and future needs; an understanding of the needs and priorities of the users; and an understanding of the responsibilities of the client in terms of risk management, maintenance, future expansion opportu- nities and costs. KTUA takes these responsibilities seriously and collaborates with our clients and the consultant team to ensure the project meets and exceeds its goals and objectives. Details of our experience with the City of National City, along with our experience working with federal, state, regional, and local regu- lations are detailed in this section. EXPERIENCE AND TECHNICAL COMPETENCE To support the implementation of the National City CIP, KTUA offers a team of professionals with experience in National City and with CIP projects in other San Diego County jurisdictions. Their project experience includes street improvement projects, active transportation facilities, universal access, and park and recreation facilities. Most of the KTUA projects involve extensive public engagement programs, and many of the projects are grant funded, adding another layer of management responsibil- ities to assure compliance with grant requirements. Our team will be led by staff you have worked with on other projects: Mike Singleton, Joe Punsalan, Tom Bertulis, Jacob Leon, Brooke Whalen, Tim Henderson, Alex Samarin, Silvia Fang, Stephen Nunez, and Jerod Huwa.To support KTUA projects that may require civil engineering services, we have included Civil Sense, a San Diego -based DBE engineering firm. KTUA's depth of project experience is extensive. Included in this section are our firm profile and a matrix of our project experi- ence focusing on transportation planning (including innovative traffic calming and bike and ped facilities); landscape architec- ture (primarily streetscapes and parks); GIS; and grants. Through the general services offered by KTUA, we can support National City on transportation planning, landscape architecture, GIS, planning and design, community outreach, and grants man- agement. Each project sheet includes photos and/or graphics, a description of our scope of services, our client contact informa- tion, project fees, and a list of the key personnel who worked on the project. Strong project management skills, a defined scope of work and budget, and a clear communication plan that outlines the roles and responsibilities of each of the key players are essen- tial to the successful completion of the project. This section discusses our project innovations, quality control plan, staffing and management plan, communication plan and community engagement plan. GRANTS MANAGEMENT Grants are basically condensed versions of persuasion. The advocacy position needs to be a passionate effort to commu- nicate a current situation that could greatly benefit from the grant. It certainly needs to follow the requirements closely and it needs to backup its claims with facts. It needs to stand out amongst many applications. It must build a case that if funded, the resulting project will be transferable to others in the state or region as a learning experience that builds upon a body of knowledge and furthers the understanding of an issue and a solution to that issue. It needs to stress how changes will improve the public's healthy, safety and welfare. In addition, it needs to stress the inclusion of best management practices that are at the forefront of the industry, while promoting innovation that pushes the industry. This section outlines KTUA's approach towards the preparation of grant applications and grant man- agement. Also included is a summary of the grant applications prepared by KTUA and the funding received, as well as a sum- mary of the funds received by our clients as a result of plans and studies prepared by KTUA. FINANCIAL MANAGEMENT AND ACCOUNTING SYSTEM With KTUA's long history on public works projects, our account- ing system and overhead rate are regularly reviewed by DCAA for federal projects and Caltrans for state projects. SCHEDULE OF FEES KTUA understands that hourly rates and fees will be negotiated upon selection and identification of task orders. EXCEPTIONS TO THIS REQUEST FOR PROPOSAL KTUA takes no exceptions to the RFQ or the requirements iden- tified in the RFQ. ADDENDA TO THE RFQ It is KTUA's understanding that no addenda to the RFQ have been issued. CITY OF NATIONAL CITY I On -Call Project Support Services for National City's Capital Improvement Program 3 2019-2022 Hourly Rates Senior Principal $i80.00 Principal $3.7o.00 Associate Principal $i6o.00 Senior Associate $3.5o.00 Associate II $igo.00 Associate I $3.3o.00 Senior Designer/Senior Planner/GIS Analyst $120.00 Designer/Planner $110.00 Administration $85.00 General Terms 1. Hourly rates include provisions for normal services and equipment. 2. Reproduction, blueprinting, travel outside plus 15%. 3. Mileage outside of San Diego County will be billed at the approved IRS rate. 4. Rates are valid through December 31, 2022. EXHIBIT B overhead costs including fringe benefits, office rental, utilities, insurance, clerical of San Diego County, soil testing and other non -labor direct costs are billed at cost ktu ACORD® CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDIYYYY) 8/30/2019 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 be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Cavignac & Associates 450 B Street, Suite 1800 San Diego CA 92101 INSURED KTU & A 3916 NORMAL ST San Diego, CA 92103 KTU&APL-01 CONTACT NAME: Certificate Department PHONE (A/C No. Ext): 619-744-0574 E-MAIL ADDRESS: certificates@cavignac.com INSURER(S) AFFORDING COVERAGE FAX No): 619-234-8601 INSURER A : Travelers Property Casualty Company of America INSURER B : Berkley Insurance Company INSURER C : Travelers Indemnity Co of Conn INSURER D : Property & Casualty Ins. Co. of Hartford INSURER E : NAIC # 25674 32603 25682 34690 INSURER F : COVERAGES CERTIFICATE NUMBER: 1092337348 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 IADDL TYPE OF INSURANCE INSD SUBR WVD POLICY NUMBER POLICY EFF JMM/DDIYYYYJ(MM/DDIYYYYL POLICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY Y 6801H979452 9/1/2019 9/1/2020 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED PREMISES (Ea occurrence) $ 1,000,000 CLAIMS -MADE X OCCUR MED EXP (Any one person) $10,000 X Cross Liab PERSONAL & ADV INJURY $ 1,000,000 X Contractual Liab GEN'L X AGGREGATE POLICY OTHER: X LIMIT APPLIES jE - PER: LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 $ C AUTOMOBILE _ X — X LIABILITY ANY AUTO ALL OWNED X _ SCHEDULED Y BA1C934192 9/1/2019 9/1/2020 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ DAMAGE (Per accident) $ $ A X UMBRELLA LIAB EXCESS LIAB X O OCCUR CLAIMS -MADE CUP1C934653 9/1/2019 9/1/2020 EACH OCCURRENCE $ 3,000,000 AGGREGATE $ 3,000,000 DED X RETENT ON $ 0 $ D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N / A Y 72WEGGG6436 9/1/2019 9/1/2020 X PER STATUTE OTH- ER E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 B Professional Liability AEC903163904 9/1/2019 9/1/2020 Each Claim $2,000,000 Aggregate $4,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: Agreement Number : EG-00007, Reference ID (Vendor ID) : 37476, ON CALL PROJECT SUPPORT. Additional Insured coverage applies to General Liability and Automobile Liability for The City of National City, its elected officials, officers, agents, and employees per policy form. Waiver of subrogation applies to Workers Compensation per policy form. Professional Liability - Claims made form, defense costs included within limit. Excess/Umbrella policy follows form over underlying policies: General Liability, Auto Liability & Employers Liability (additional insured and waiver of subrogation apply). There are no deductibles to the CGL and WC. CERTIFICATE HOLDER CANCELLATION The City of National City do EXIGIS Insurance Compliance Services P.O. Box 4668 - ECM #35050 New York NY 10163-4668 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 (2014/01) © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD GENERAL PURPOSE ENDORSEMENT POLICY NUMBER: 680-1H979452-19-47 OFFICE PAC ISSUE DATE: 06/21/2019 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CGD361 (03-05) - ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: 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 PART The City of National City, its elected officials, officers, agents, and employees SCHEDULE c/o Exigis Insurance Compliance Services P.O. Box 4668 - ECM #35050, New York NY 10163 Re: Agreement Number: EG-00007 NAMES OF ADDITIONAL INSURED PERSON(S) Or ORGANIZATION(S): Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part, provided that such written contract was signed and executed by you before, and is in effect when, the bodily injury or "property damage" occurs or the "personal injury" or "advertising injury" offense is committed. LOCATION OF COVERED OPERATIONS: Any project to which a written contract with the Additional Insured Person(s)or Organization(s) in the Schedule applies (INFORMATION REQUIRED TO COMPLETE THIS SCHEDULE, IF NOT SHOWN ABOVE, WILL BE SHOWN IN THE DECLARATIONS.) 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, BUT ONLY WITH RESPECT TO LIABILITY FOR "BODILY INJURY", "PROPERTY DAMAGE", "PERSONALINJURY" OR "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 THEPERFORMANCE OF YOUR ONGOING OPERATIONS FOR THE ADDITIONALINSURED(S) ATTHE LOCATION(S) DESIGNATED ABOVE. B. WITH RESPECT TO THE INSURANCE AFFORDED TO THESE ADDITIONAL INSURED,THE FOLLOWING ADDITIONAL EXCLUSIONS APPLY; This insurance does not apply to "bodily injury" or "property damage" occurring, or "personal injury" or "advertising injury" arising out of an CG T8 03 09 18 Page 1 of 2 GENERAL PURPOSE ENDORSEMENT POLICY NUMBER: 680-1H979452-19-47 OFFICE PAC ISSUE DATE: 06/21/2019 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CGD361 (03-05) - ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: offense committed, 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 ADDITIONALINSURED(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 OTHER THAN ANOTHER CONTRACTOR OR SUBCONTRACTOR ENGAGED IN PERFORMING OPERATIONS FOR APRINCIPAL AS A PART OF THE SAME PROJECT. CGD361 0305 Copyright 2005 The St. Paul Travelers Companies, Inc. All rightsreserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 1 of 1 CG T8 03 09 18 Page 2 of 2 COMMERCIAL AUTO POLICY NUMBER: BA-1C934192-19-GRP ISSUE DATE: 06-10-19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi- fied by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage pro- vided in the Coverage Form. SCHEDULE Name Of Person(s) Or Organization(s): THE CITY OF NATIONAL CITY, ITS ELECTED OFFICERS, AGENTS, AND EMPLOYEES C/O EXIGIS INSURANCE COMPLIANCE SERVICES P.O. BOX 4668 - ECM #35050 NEW YORK NY 10163 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provi- sion contained in Paragraph A.1. of Section II — Cov- CA 20 48 10 13 ered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I — Covered Autos Coverages of the Auto Dealers Coverage Form. © Insurance Services Office, Inc., 2011 Page 1 of 1 COMMERCIAL GENERAL LIABILITY POLICY NUMBER: 680-1H979452-19-47 ISSUE DATE:06/21/2019 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TOTAL AGGREGATE LIMIT OTHER THAN PROJECTS AND DESIGNATED PROJECT AND LOCATION AGGREGATE LIMITS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE — LIMITS OF INSURANCE AND DESIGNATED PROJECTS AND LOCATIONS LIMITS OF INSURANCE Total Aggregate Limit $ 2,000,000 (Other Than Projects and Products -Completed Operations) Designated Location Aggregate Limit $ 2,000,000 (Other Than Products -Completed Operations) Designated Project Aggregate Limit $ 2,000,000 (Other Than Products -Completed Operations) General Aggregate Limit $ 2,000,000 (Other Than Products -Completed Operations) Designated Projects: Each "project" for which you have agreed, in a written contract which is in effect during this policy period, to provide a separate General Aggregate Limit, provided that the contract is signed and executed by you before the "bodily injury" or "property damage" occurs. Designated Locations: All locations listed in Item 3. of the Common Policy Declarations or in any Master Pac Account Exposure Endorsement included in this policy. PROVISIONS 1. The General Aggregate Limit (Other Than Products -Completed Operations) shown in the Declarations is replaced by the Limits of Insurance shown in the Schedule — Limits Of Insurance And Designated Projects And Locations. 2. The following replaces Paragraph 1. of SECTION III — LIMITS OF INSURANCE: CG D4 69 0219 1. The Limits of Insurance shown in the Declarations or the Schedule — Limits Of Insurance And Designated Projects And Locations, whichever apply, and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; © 2017 The Travelers Indemnity Company. All rights reserved. Page 1 of 3 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY c. Persons or organizations making claims or bringing "suits"; or d. "Projects" or "locations". 3. The following replaces Paragraph 2. of SECTION III — LIMITS OF INSURANCE: 2. a. The Total Aggregate Limit shown in the Schedule — Limits Of Insurance And Designated Projects And Locations is the most we will pay for the sum of all amounts under the Designated Location Aggregate Limit and all amounts under the General Aggregate Limit. This includes: (1) Damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products -completed operations hazard"; (2) Damages under Coverage B; and (3) Medical expenses under Coverage C. b. The Designated Project Aggregate Limit shown in the Schedule — Limits Of Insurance And Designated Projects And Locations applies and is further subject to all of the following provisions: (1) The Designated Project Aggregate Limit is the most we will pay for the sum of: Page 2 of 3 (a) Damages under Coverage A because of "bodily injury" and "property damage" caused by "occurrences"; and (b) Medical expenses under Coverage C for "bodily injury" caused by accidents; that can be attributed only to operations at a single "project". (2) The Designated Project Aggregate Limit applies separately to each "project". (3) The Designated Project Aggregate Limit does not apply to damages because of "bodily injury" or "property damage" included in the "products - completed operations hazard". Instead, the Products -Completed Operations Aggregate Limit described in Paragraph 3. below applies to such damages. (4) The Designated Project Aggregate Limit does not apply to damages under Coverage B. Instead, the General Aggregate Limit described in Paragraph 2.d. below applies to such damages. (5) Any payments made for damages or medical expenses to which the Designated Project Aggregate Limit applies will reduce the Designated Project Aggregate Limit for the applicable "project". Such payments will not reduce the Total Aggregate Limit, the General Aggregate Limit described in Paragraph 2.d. below, the Designated Project Aggregate Limit for any other "project" or the Designated Location Aggregate Limit. c. Subject to the Total Aggregate Limit described in Paragraph 2.a. above, the Designated Location Aggregate Limit shown in the Schedule — Limits Of Insurance And Designated Projects And Locations applies and is further subject to all of the following provisions: (1) The Designated Location Aggregate Limit is the most we will pay for the sum of: (a) Damages under Coverage A because of "bodily injury" and "property damage" caused by "occurrences"; and (b) Medical expenses under Coverage C for "bodily injury" caused by accidents; that can be attributed only to operations at a single "location". (2) The Designated Location Aggregate Limit applies separately to each "location". (3) The Designated Location Aggregate Limit does not apply to damages because of "bodily injury" or "property damage" included in the "products - completed operations hazard". Instead, the Products -Completed Operations Aggregate Limit described in Paragraph 3. below applies to such damages. (4) The Designated Location Aggregate Limit does not apply to damages ssunder Coverage B. Instead, the General Aggregate Limit described in © 2017 The Travelers Indemnity Company. All rights reserved. CG D4 69 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Paragraph 2.d. below applies to such damages. (5) Any payments made for damages or medical expenses to which the Designated Location Aggregate Limit applies will reduce: (a) The Total Aggregate Limit; and (b) The Designated Location Aggregate Limit for the applicable "location". Such payments will not reduce the General Aggregate Limit described in Paragraph 2.d. below, the Designated Project Aggregate Limit or the Designated Location Aggregate Limit for any other "location". d. Subject to the Total Aggregate Limit described in Paragraph 2.a. above, the General Aggregate Limit shown in the Schedule — Limits Of Insurance And Designated Projects And Locations applies and is further subject to all of the following provisions: (1) The General Aggregate Limit is the most we will pay for the sum of: (a) Damages under Coverage A because of "bodily injury" and "property damage" caused by "occurrences", and medical expenses under Coverage C for "bodily injury" caused by accidents, that cannot be attributed only to operations at a single "project" or a single "location"; and (b) Damages under Coverage B. (2) The General Aggregate Limit does not apply to damages for "bodily injury" or "property damage" included in the "products -completed oper- ations hazard". Instead, the Products -Completed Operations Aggregate Limit described in Paragraph 3. below applies to such damages. (3) Any payments made for damages or medical expenses to which the 5. COMMERCIAL GENERAL LIABILITY General Aggregate Limit applies will reduce: (a) The Total Aggregate Limit; and (b) The General Aggregate Limit. Such payments will not reduce the Designated Project Aggregate Limit for any "project" or the Designated Location Aggregate Limit for any "location". 4. The following replaces Paragraph 3. of SECTION III — LIMITS OF INSURANCE: 3. The Products -Completed Operations Aggre- gate Limit shown in the Declarations is the most we will pay under Coverage A for damages because of "bodily injury" or "property damage" included in the "products - completed operations hazard". Any payments made for such damages will not reduce the Total Aggregate Limit, the General Aggregate Limit, the Designated Project Aggregate Limit for any "project" or the Designated Location Aggregate Limit for any "location". The following is added to the DEFINITIONS Section: "Location" means any designated location shown in the Schedule — Limits Of Insurance And Designated Projects and Locations that is owned by or rented to you. For ' the purposes of determining the applicable aggregate limit of insurance, each "location" that includes a premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or waterway, or by a right-of- way of a railroad, will be considered a single "location". "Project" means any designated project shown in the Schedule — Limits Of Insurance And Designated Projects And Locations that is away from premises owned by or rented to you and at which you are performing operations pursuant to a contract or agreement. For the purposes of determining the applicable aggregate limit of insurance, each "project" that includes a premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or waterway, or by a right-of- way of a railroad, will be considered a single "project". CG D4 69 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 3 of 3 Policy #BA1C934192 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BROAD FORM NAMED INSURED B. BLANKET ADDITIONAL INSURED C. EMPLOYEE HIRED AUTO D. EMPLOYEES AS INSURED E. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS F. HIRED AUTO — LIMITED WORLDWIDE COV- ERAGE — INDEMNITY BASIS G. WAIVER OF DEDUCTIBLE — GLASS PROVISIONS A. BROAD FORM NAMED INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: Any organization you newly acquire or form dur- ing the policy period over which you maintain 50% or more ownership interest and that is not separately insured for Business Auto Coverage. Coverage under this provision is afforded only un- til the 180th day after you acquire or form the or- ganization or the end of the policy period, which- ever is earlier. B. BLANKET ADDITIONAL INSURED The following is added to Paragraph c. in A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an addi- tional insured is an "insured" for Covered Autos Liability Coverage, but only for damages to which CA T3 53 02 15 H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF USE — INCREASED LIMIT I. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT J. PERSONAL PROPERTY K. AIRBAGS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS M. BLANKET WAIVER OF SUBROGATION N. UNINTENTIONAL ERRORS OR OMISSIONS this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section II. C. EMPLOYEE HIRED AUTO 1. The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — COV- ERED AUTOS LIABILITY COVERAGE: An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in an "employee's" name, with your permission, while performing duties related to the conduct of your busi- ness. 2. The following replaces Paragraph b. in B.5., Other Insurance, of SECTION IV — BUSI- NESS AUTO CONDITIONS: b. For Hired Auto Physical Damage Cover- age, the following are deemed to be cov- ered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented by your "employee" under a contract in an "employee's" name, with your © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy #BA1C934192 COMMERCIAL AUTO permission, while performing duties related to the conduct of your busi- ness. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". D. EMPLOYEES AS INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: Any "employee" of yours is an "insured" while us- ing a covered "auto" you don't own, hire or borrow in your business or your personal affairs. E. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS 1. The following replaces Paragraph A.2.a.(2), of SECTION II — COVERED AUTOS LIABIL- ITY COVERAGE: (2) Up to $3,000 for cost of bail bonds (in- cluding bonds for related traffic law viola- tions) required because of an "accident" we cover. We do not have to furnish these bonds. 2. The following replaces Paragraph A.2.a.(4), of SECTION II — COVERED AUTOS LIABIL- ITY COVERAGE: (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day be- cause of time off from work. F. HIRED AUTO — LIMITED WORLDWIDE COV- ERAGE — INDEMNITY BASIS The following replaces Subparagraph (5) in Para- graph B.7., Policy Period, Coverage Territory, of SECTION IV — BUSINESS AUTO CONDI- TIONS: (5) Anywhere in the world, except any country or jurisdiction while any trade sanction, em- bargo, or similar regulation imposed by the United States of America applies to and pro- hibits the transaction of business with or within such country or jurisdiction, for Cov- ered Autos Liability Coverage for any covered "auto" that you lease, hire, rent or borrow without a driver for a period of 30 days or less and that is not an "auto" you lease, hire, rent or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company) or members of their households. Page 2 of 4 (a) With respect to any claim made or "suit" brought outside the United States of America, the territories and possessions of the United States of America, Puerto Rico and Canada: (i) You must arrange to defend the "in- sured" against, and investigate or set- tle any such claim or "suit" and keep us advised of all proceedings and ac- tions. (ii) Neither you nor any other involved "insured" will make any settlement without our consent. (iii) We may, at our discretion, participate in defending the "insured" against, or in the settlement of, any claim or "suit". (iv) We will reimburse the "insured" for sums that the "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance applies, that the "in- sured" pays with our consent, but only up to the limit described in Para- graph C., Limits Of Insurance, of SECTION II — COVERED AUTOS LIABILITY COVERAGE. (v) We will reimburse the "insured" for the reasonable expenses incurred with our consent for your investiga- tion of such claims and your defense of the "insured" against any such "suit", but only up to and included within the limit described in Para- graph C., Limits Of Insurance, of SECTION II — COVERED AUTOS LIABILITY COVERAGE, and not in addition to such limit. Our duty to make such payments ends when we have used up the applicable limit of insurance in payments for damages, settlements or defense expenses. (b) This insurance is excess over any valid and collectible other insurance available to the "insured" whether primary, excess, contingent or on any other basis. (c) This insurance is not a substitute for re- quired or compulsory insurance in any country outside the United States, its ter- ritories and possessions, Puerto Rico and Canada. ©2015 The Travelers Indemnity Company. All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy #BA1C934192 You agree to maintain all required or compulsory insurance in any such coun- try up to the minimum limits required by local law. Your failure to comply with compulsory insurance requirements will not invalidate the coverage afforded by this policy, but we will only be liable to the same extent we would have been liable had you complied with the compulsory in- surance requirements. (d) It is understood that we are not an admit- ted or authorized insurer outside the United States of America, its territories and possessions, Puerto Rico and Can- ada. We assume no responsibility for the furnishing of certificates of insurance, or for compliance in any way with the laws of other countries relating to insurance. G. WAIVER OF DEDUCTIBLE — GLASS The following is added to Paragraph D., Deducti- ble, of SECTION III — PHYSICAL DAMAGE COVERAGE: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF USE — INCREASED LIMIT The following replaces the last sentence of Para- graph A.4.b., Loss Of Use Expenses, of SEC- TION III — PHYSICAL DAMAGE COVERAGE: However, the most we will pay for any expenses for loss of use is $65 per day, to a maximum of $750 for any one "accident". I. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT The following replaces the first sentence in Para- graph A.4.a., Transportation Expenses, of SECTION III — PHYSICAL DAMAGE COVER- AGE: We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense in- curred by you because of the total theft of a cov- ered "auto" of the private passenger type. J. PERSONAL PROPERTY The following is added to Paragraph A.4., Cover- age Extensions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Personal Property We will pay up to $400 for "loss" to wearing ap- parel and other personal property which is: (1) Owned by an "insured"; and CA T3 53 02 15 COMMERCIAL AUTO (2) In or on your covered "auto". This coverage applies only in the event of a total theft of your covered "auto". No deductibles apply to this Personal Property coverage. K. AIRBAGS The following is added to Paragraph B.3., Exclu- sions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to "loss" to one or more airbags in a covered "auto" you own that in- flate due to a cause other than a cause of "loss" set forth in Paragraphs A.1.b. and A.1.c., but only: a. If that "auto" is a covered "auto" for Compre- hensive Coverage under this policy; b. The airbags are not covered under any war- ranty; and c. The airbags were not intentionally inflated. We will pay up to a maximum of $1,000 for any one "loss". L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS The following is added to Paragraph A.2.a., of SECTION IV — BUSINESS AUTO CONDITIONS: Your duty to give us or our authorized representa- tive prompt notice of the "accident" or "loss" ap- plies only when the "accident" or "loss" is known to: (a) You (if you are an individual); (b) A partner (if you are a partnership); (c) A member (if you are a limited liability com- pany); (d) An executive officer, director or insurance manager (if you are a corporation or other or- ganization); or (e) Any "employee" authorized by you to give no- tice of the "accident" or "loss". M. BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.5., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — BUSINESS AUTO CONDI- TIONS: 5. Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the ex- tent required of you by a written contract signed and executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of operations contemplated by ©2015 The Travelers Indemnity Company. All rights reserved. Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission. • Policy #BA1C934192 COMMERCIAL AUTO such contract. The waiver applies only to the person or organization designated in such contract. N. UNINTENTIONAL ERRORS OR OMISSIONS The following is added to Paragraph B.2., Con- cealment, Misrepresentation, Or Fraud, of SECTION IV — BUSINESS AUTO CONDITIONS: The unintentional omission of, or unintentional error in, any information given by you shall not prejudice your rights under this insurance. How- ever this provision does not affect our right to col- lect additional premium or exercise our right of cancellation or non -renewal. Page 4 of 4 © 2015 The Travelers Indemnity Company. All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL AUTO POLICY ENDORSEMENT - CA T8 00 09 17 POLICY NUMBER BA-1C934192-17-GRP ** THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ** NAMED INSURED IT IS AGREED THAT: KTU & A, INC. KTU+A PLANNING & LANDSCAPE ARCHITECTURE EFFECTIVE DATE 09-01-17 EXPIRATION DATE 09-01-18 PAGE 0001 DATE OF ISSUE 07-05-17 Policy #BA1C934192 4. Loss Payment — Physical Damage Cover- ages At our option, we may: a. Pay for, repair or replace damaged or sto- len property; b. Return the stolen property, at our ex- pense. We will pay for any damage that results to the "auto" from the theft; or c. Take all or any part of the damaged or stolen property at an agreed or appraised value. If we pay for the "loss", our payment will in- clude the applicable sales tax for the dam- aged or stolen property. 5. Transfer Of Rights Of Recovery Against Others To Us If any person or organization to or for whom we make payment under this Coverage Form has rights to recover damages from another, those rights are transferred to us. That person or organization must do everything necessary to secure our rights and must do nothing after "accident" or "loss" to impair them. B. General Conditions 1. Bankruptcy • Bankruptcy or insolvency of the "insured" or the "insured's" estate will not relieve us of any obligations under this Coverage Form. 2. Concealment, Misrepresentation Or Fraud This Coverage Form is void in any case of fraud by you at any time as it relates to this Coverage Form. It is also void if you or any other "insured", at any time, intentionally con- ceals or misrepresents a material fact con- cerning: a. This Coverage Form; b. The covered "auto"; c. Your interest in the covered "auto"; or d. A claim under this Coverage Form. 3. Liberalization If we revise this Coverage Form to provide more coverage without additional premium charge, your policy will automatically provide the additional coverage as of the day the re- vision is effective in your state. 4. No Benefit To Bailee — Physical Damage Coverages We will not recognize any assignment or grant any coverage for the benefit of any per - COMMERCIAL AUTO son or organization holding, storing or trans- porting property for a fee regardless of any other provision of this Coverage Form. 5. Other Insurance a. For any covered "auto" you own, this Coverage Form provides primary insur- ance. For any covered "auto" you don't own, the insurance provided by this Cov- erage Form is excess over any other col- lectible insurance. However, while a cov- ered "auto" which is a "trailer" is con- nected to another vehicle, the Covered Autos Liability Coverage this Coverage Form provides for the "trailer" is: (1) Excess while it is connected to a mo- tor vehicle you do not own; or (2) Primary while it is connected to a covered "auto" you own. b. For Hired Auto Physical Damage Cover- age, any covered "auto" you lease, hire, rent or borrow is deemed to be a covered "auto" you own. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". c. Regardless of the provisions of Para- graph a. above, this Coverage Form's Covered Autos Liability Coverage is pri- mary for any liability assumed under an "insured contract". d. When this Coverage Form and any other Coverage Form or policy covers on the same basis, either excess or primary, we will pay only our share. Our share is the proportion that the Limit of Insurance of our Coverage Form bears to the total of the limits of all the Coverage Forms and policies covering on the same basis. 6. Premium Audit a. The estimated premium for this Coverage Form is based on the exposures you told us you would have when this policy be- gan. We will compute the final premium due when we determine your actual ex- posures. The estimated total premium will be credited against the final premium due and the first Named Insured will be billed for the balance, if any. The due date for the final premium or retrospective pre- mium is the date shown as the due date on the bill. If the estimated total premium exceeds the final premium due, the first Named Insured will get a refund. CA00011013 © Insurance Services Office, Inc., 2011 Page 9 of 12 GENERAL PURPOSE ENDORSEMENT POLICY NUMBER: 680-1H979452-19-47 OFFICE PAC ISSUE DATE: 06/21/2019 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG2037 (07-04) - ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETEDOPERATIONS THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE NAMES OF ADDITIONAL INSURED PERSON(S) OR ORGANIZATION(S): Any person or organization that you agree in a written contract toinclude as an additional insured on this Coverage Part for "bodily injury" or "property damage" included in the products -completed operations hazard, provided that such contract was signed by you before, and is in effect when, the "bodily injury or "property damage" occurs. LOCATION AND DESCRIPTION OF COMPLETED OPERATIONS: Any project to which a written contract with the Additional Insured Person(s) or Organization(s) in the Schedule applies. (INFORMATION REQUIRED TO COMPLETE THIS SCHEDULE, IF NOT SHOWN ABOVE, WILL BE SHOWN IN THE DECLARATIONS.) 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, BUT ONLY WITH RESPECT TO LIABILITY FOR "BODILY INJURY", "PROPERTY DAMAGE" CAUSED, IN WHOLE OR IN PART, BY "YOUR WORK" AT THE LOCATION DESIGNATED AND DESCRIBED IN THE SCHEDULE OF THIS ENDORSEMENT PERFORMED FOR THAT ADDITIONAL INSURED AND INCLUDED IN THE "PRODUCTS -COMPLETED OPERATIONS HAZARD". CG 20 37 07 04 Copyright ISO Properties, Inc. 2004 CG T8 02 09 19 Page 1 of 1 GENERAL PURPOSE ENDORSEMENT POLICY NUMBER: 680-1H979452-19-47 OFFICE PAC ISSUE DATE: 06/21/2019 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CGD361 (03-05) - ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: 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 PART SCHEDULE NAMES OF ADDITIONAL INSURED PERSON(S) Or ORGANIZATION(S): Any person ororganization that you agree in a written contract to include as anadditional insured on this Coverage Part, provided that such written contract was signed by you before, and is in effect when, the bodily injury or "property damage" occurs or the "personal injury" or "advertising injury" offense is committed. LOCATION OF COVERED OPERATIONS: Any project to which a written contract with the Additional Insured Person(s)or Organization(s) in the Schedule applies (INFORMATION REQUIRED TO COMPLETE THIS SCHEDULE, IF NOT SHOWN ABOVE, WILL BE SHOWN IN THE DECLARATIONS.) 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, BUT ONLY WITH RESPECT TO LIABILITY FOR "BODILY INJURY", "PROPERTY DAMAGE", " PERSONALINJURY" OR "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 THEPERFORMANCE OF YOUR ONGOING OPERATIONS FOR THE ADDITIONALINSURED(S) ATTHE LOCATION(S) DESIGNATED ABOVE. B. WITH RESPECT TO THE INSURANCE AFFORDED TO THESE ADDITIONAL INSURED,THE CG T8 01 09 19 Page 1 of 2 GENERAL PURPOSE ENDORSEMENT POLICY NUMBER: 680-1H979452-19-47 OFFICE PAC ISSUE DATE: 06/21/2019 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CGD361 (03-05) - ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: FOLLOWING ADDITIONAL EXCLUSIONS APPLY; This insurance does not apply to "bodily injury" or "property damage" occurring, or "personal injury" or "advertising injury" arising out of an offense committed, 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 ADDITIONALINSURED(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 OTHER THAN ANOTHER CONTRACTOR OR SUBCONTRACTOR ENGAGED IN PERFORMING OPERATIONS FOR APRINCIPAL AS A PART OF THE SAME PROJECT. CGD3610305 Copyright 2005 The St. Paul Travelers Companies, Inc. All rightsreserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. CG T8 01 09 19 Page 2 of 2 COMMERCIAL GENERAL LIABILITY are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 4. Other Insurance If valid and collectible other insurance is available to the insured for a loss we cover under this Coverage Part, our obligations are limited as described in Paragraphs a. and b. below. As used anywhere in this Coverage Part, other insurance means insurance, or the funding of losses, that is provided by, through or on behalf of: (i) Another insurance company; (ii) Us or any of our affiliated insurance companies; (iii) Any risk retention group; or (iv) Any self-insurance method or program, in which case the insured will be deemed to be the provider of other insurance. Other insurance does not include umbrella insurance, or excess insurance, that was bought specifically to apply in excess of the Limits of Insurance shown in the Declarations. As used anywhere in this Coverage Part, other insurer means a provider of other insurance. As used in Paragraph b. below, insurer means a provider of insurance. a. Primary Insurance This insurance is primary. If any of the other insurance is also primary, we will share with all that other insurance by the method described in Paragraph b. below. b. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. Page 6 of 9 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations. The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or renewal in accordance with applicable insurance laws or regulations. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any payment we have made under this Coverage © 2016 The Travelers Indemnity Company. All rights reserved. CG T1 01 01 16 Includes copyrighted material of Insurance Services Office, Inc. with its permission. occupational therapist or occupational therapy assistant, physical therapist or speech -language pathologist; or (b) First aid or "Good Samaritan services" by any of your "employees" or "volunteer workers", other than an employed or volunteer doctor. Any such "employees" or "volunteer workers" providing or failing to provide first aid or "Good Samaritan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing duties related to the conduct of your business. 3. The following replaces the last sentence of Paragraph 5. of SECTION III — LIMITS OF INSURANCE: For the purposes of determining the applicable Each Occurrence Limit, all related acts or omissions committed in providing or failing to provide "incidental medical services", first aid or "Good Samaritan services" to any one person will be deemed to be one "occurrence". 4. The following exclusion is added to Paragraph 2., Exclusions, of SECTION I — COVERAGES — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE LIABILITY: Sale Of Pharmaceuticals "Bodily injury" or "property damage" arising out of the violation of a penal statute or ordinance relating to the sale of pharmaceuticals committed by, or with the knowledge or consent of the insured. 5. The following is added to the DEFINITIONS Section: "Incidental medical services" means: a. Medical, surgical, dental, laboratory, x- ray or nursing service or treatment, advice or instruction, or the related furnishing of food or beverages; or b. The furnishing or dispensing of drugs or medical, dental, or surgical supplies or appliances. 6. The following is added to Paragraph 4.b., Excess Insurance, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: This insurance is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, CG D3 79 02 19 COMMERCIAL GENERAL LIABILITY that is available to any of your "employees" for "bodily injury" that arises out of providing or failing to provide "incidental medical services" to any person to the extent not subject to Paragraph 2.a.(1) of Section II — Who Is An Insured. K. MEDICAL PAYMENTS — INCREASED LIMIT The following replaces Paragraph 7. of SECTION III — LIMITS OF INSURANCE: 7. Subject to Paragraph 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person, and will be the higher of: a. $10,000; or b. The amount shown in the Declarations of this Coverage Part for Medical Expense Limit. L. AMENDMENT OF EXCESS INSURANCE CONDITION — PROFESSIONAL LIABILITY The following is added to Paragraph 4.b., Excess Insurance, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis, that is Professional Liability or similar coverage, to the extent the loss is not subject to the professional services exclusion of Coverage A or Coverage B. M. BLANKET WAIVER OF SUBROGATION — WHEN REQUIRED BY WRITTEN CONTRACT OR AGREEMENT The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: If the insured has agreed in a written contract or agreement to waive that insured's right of recovery against any person or organization, we waive our right of recovery against such person or organization, but only for payments we make because of: a. "Bodily injury" or "property damage" that occurs; or b. "Personal and advertising injury" caused by an offense that is committed; subsequent to the signing of that contract or agreement. © 2017 The Travelers Indemnity Company. All rights reserved. Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number: 72 WEG GG6436 Endorsement Number: Effective Date: 09/01/19 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: KTU&A Planning & Landscape Architecture 3916 NORMAL ST SAN DIEGO CA 92103 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: 07/23/19 Policy Expiration Date: 09/01/20 RESOLUTION NO. 2019 — 176 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY, 1) AUTHORIZING THE MAYOR TO EXECUTE A THREE-YEAR AGREEMENT WITH KTU&A 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; CIVIL ENGINEERING; TRAFFIC ENGINEERING; PLANS REVIEWS; CONSTRUCTABILITY REVIEWS; LANDSCAPE ARCHITECTURE AND URBAN DESIGN; TRANSPORTATION PLANNING; GEOGRAPHIC INFORMATION SYSTEMS; LONG-RANGE PLANNING; 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, 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; 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 executing a three-year Agreement (with the option to extend for two, one year extensions) with KTU&A 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; and Resolution No. 2019 — 176 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 KTU&A 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; landscape architectural and urban design; geographic information systems; 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 3rd day of December, 2 AlejanQralSotelo-Solis, Mayor ATTEST: Michael R. Dalla, City Clerk APPROVED AS TO FORM: ngil : Mor is Jones Cit A ttorney Passed and adopted by the Council of the City of National City, California, on December 3, 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. 2019-176 of the City of National City, California, passed and adopted by the Council of said City on December 3, 2019. City Clerk of the City of National City, California By: CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT MFETING DATE: December 3, 2019 AGENDA ITEM NO.17 ITEM TITLE: Resolution of the City Council of the City of National City, 1) authorizing the Mayor to execute a three-year Agreement with KTU&A 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; landscape architecture and urban design; transportation planning; geographic information systems; long-range planning; 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, PHONE: 619-336-4312 EXPLANATION: See attached. Associate Civil Engineer DEPARTMENT: Engineering/Public Works APPROVED BY: FINANCIAL STATEMENT: APPROVED: -�/U#� ' �[ 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: STAFF RECOMMENDATION: Adopt Resolution executing an Agreement with KTU&A 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 -TACHMENTS: 1. Explanation 2. Agreement 3. Resolution A s- 0 64-, ' 2o- do/9- /.7G 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 KTUA 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; landscape architecture and urban design; transportation planning; geographic information systems; long-range planning; 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 KTU&A THIS AGREEMENT is entered into on this 3`d day of December, 2019, between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and KTU&A, 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 a planning and landscape architecture 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 PAR11ES 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-dir-eet-supervision-of the�-0NSLFL3 T. 2. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on December 3, 2019. The duration of this Agreement is for the period of December 3, 2019 through December 2, 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; landscape architecture and urban design; transportation planning; geographic information systems; long- range planning for all disciplines described in Exhibit "A"; 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. Mike Singleton, 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 Revised May 2019 KTU&A 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 C1'1'Y's employees, inclnimg 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 KTU&A -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 4of 12- City of National City and Revised May 2019 KTU&A -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 confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONSULTANT shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 14, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONSULTANT, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONSULTANT without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONSULTANT shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. CONSULTANT shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 15. 15. INDEMNIFICATION AND HOLD HARMLESS. To the maximum extent provided by-aw, the CONSULTANT agrees to defend; m emni , a�icn hold harmles he CiWy 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 KTU&A -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 attomey's fees and defense costs presented, brought or Standard Agreement Page-6 of 12 Revised May 2019 KTU&A City of National City and -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 KTU&A 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 8of12 City ofNational City and Revised May 2019 KTU&A -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 - Mike Singleton President 3916 Normal Street San Diego, CA 92103 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 KTU&A City of National City and -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. Stiandacd-Agreement Page 10of12- City of National City -and Revised May 2019 KTU&A -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 KTU&A -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: Angil P. Morris -Jones City Attorney By: Roberto M. Contreras Deputy City Attorney KTU&A, A CALIFORNIA CORPORATION (Corporation — signatures of two corporate officers required) By: (Nam Standard Agreement Page 12 of 12 Revised May 2019 KTU&A (Print) Prribt Get (Name) (Print)ace- fSiAerrrj" (Title) City of National City and -13- ktu June 10, 2019 Roberto Yano, P.E. Deputy City Engineer City of National City Engineering & Public Works Department 1243 National City Boulevard National City, CA 91950 EXHIBIT A Dear Mr. Yano and Members of the Consultant Selection Panel, 3916 Normal Street San Diego, CA 92103 619.294.4477 www.ktua.com PLA 2342.2386.2500 -DISCIPL9NES Transportation Planning 1 landscape Architecture Geographic Information Systems Planning and Design Community Outreach 3 Grants Management Safe and efficient modes of transportation, infrastructure upgrades, and improved quality of life are high priorities for cities and their residents. As budget challenges continue and the demand for infrastructure and public facilities increases, KTUA understands the need to make every dollar count towards the implementation of your priority projects. City staff faces many challenges every- day — from intensely competitive grant programs to responding to resident concerns about issues that impact their quality of life. As consultants, KTUA's goal is to make your job easier by providing you with the resources needed to bring your projects to fruition. We offer you a team of transportation and land use planners, engineers, landscape architects, grant writers, outreach facilitators, and GIS analysts to support your various on -call needs. Through our work with National City over the last ten years, we understand your goals and objectives and offer the support of our staff to bring your projects to reality. We believe there are three factors that demonstrate our innovative approach to projects. First, we continue to secure repeat proj- ects with clients such as SCAG (10 projects in the last 7 years); the City of Santa Ana (3 projects in the last 5 years); Riverside Transit Agency (2 projects in the last 3 years); and the City of Goleta (2 projects in the last 3 years). This also includes five projects for the City of National City. Second, we have assisted our clients in preparing and winning more than $42M in grants for complete and green street projects over the last ten years. Third, our projects consistently win awards at the local, state, and national level, most recently in April and May 2019. We received two Sustainability Planning awards from SCAG for the City of Santa Ana Central Complete Streets Plan and the Riverside Transit Agency Hemet Mobility Hub Feasibility Study.The Goleta Bicycle and Pedestrian Master Plan received awards from APWA and APA Central Coast Section. Additional APA awards have been granted to the City of Paso Robles Bicycle and Pedestrian Master Plan; the City of San Jacinto Trails Master Plan; Riverside Transit Agency First and Last Mile Mobility Plan; the City of Santa Ana Central Complete Streets Plan; and the City of Vista Townsite Drive Corridor Study. QUALIFICATION CRITERIA: 1. Knowledge of Local Environment: KTUA has been working in National City since 2010 on CIP projects, planning studies, and grant applications related to redevelopment in the downtown area, traffic calming and bike and pedestrian infrastructure, regional transportation integration, and waterfront access. We are familiar with the body of work that National City has completed, and we are ready to help build new projects for the three communities in the city, El Toyon, Kimball, and Las Palmas. This recent experi- ence provides the KTUA team members with a clear understanding of local conditions, priorities, nuances, and processes through _-multi=Lingual.communit-y engagement, takeholderr-meetings, field world-walking-tours,-Eity-staff-coordination-and-council and ---- committee presentations. KTUA will work closely with the Engineering and Public Works Department, as well as other on -call con- sultants, to advance the city's priority projects. 2. Experience and Technical Competence: KTUA has provided transportation planning, landscape architecture, GIS, community engagement, visualization and grant writing services to cities and other public agencies throughout central and southern California for 49 years, with an emphasis on complete streets, transit, safe routes, vision zero, first/last mile, trails, open spaces, GIS analysis, and landscape architecture. With KTUA's technical experience in many facets of design, planning, and analysis for municipal agencies, along with stormwater infrastructure, community planning, placemaking, and urban greening project experience, we bring a solid foundation of services to improve the cities and agencies within the region. We are currently managing on -call or as -needed -14- contracts for Western Riverside Council of Governments (WRCOG), the City of San Diego, the Port of San Diego, San Diego Asso- ciation of Governments (SANDAG), the City of National City, and NAVFAC Southwest. Through this on -call experience, we under- stand the process to handle multiple task orders and schedules concurrently; to achieve a sustainable, implementable project; and the design, bidding and construction requirements for new, renovation and expansion projects that can be constructed and maintained safely and economically. 3. Grants Management: KTUA has an extensive background preparing and assisting with the preparation of grants for munici- palities such as the Port of San Diego, City of Vista, City of National City, Orange County Transportation Authority (OCTA), and the Western Riverside Council of Governments (WRCOG). KTUA has secured more than $15.5M in grants for our clients, and $3.62M specifically for National City. In addition, our clients have secured more than $42M in grant funding based on KTUA prepared plans and studies. As one of our project deliverables, we prepare detailed project cut -sheets for the priority projects, typically including a project summary, 30% drawings, photos, 3D models, and preliminary cost estirnates.These cut sheets are then ready to be used for grant applications. Over the past 25 years, KTUA has also worked extensively on the implementation of grant funded projects. Ad- herence to grant requirements, budgets, schedules, and reporting procedures is absolutely critical. Missing one of these elements can result in funding being pulled. 4. Financial Management and Accounting System: KTUA accumulates, classifies, and allocates costs in a consistent manner. To determine the costs of services rendered, KTUA conforms with generally accepted accounting principles (GAAP) and cost account- ing provisions contained in contracts and applicable laws, standards, rules, and regulations governing cost accounting practices issued by the following: Financial Accounting Standards Board (FASB); Cost Accounting Standards Board (CASB); Internal Revenue Service (IRS). I will serve as the principal landscape architect and planner for all of the services offered by KTUA to make sure our efforts are well coordinated and seamless with the city and other city consultants so that the services we deliver to you meet your budget, schedule, and expectations. Other key personnel include Transportation Planner Joe Punsalan, Outreach Facilitator Jacob Leon, Transportation Engineer Tom Bertulis, Landscape Architect Brooke Whalen, GIS Technical Manager Alex Samarin, Landscape Archi- tect Tim Henderson, Landscape Architect Jerod Huwa, Stephen Nunez, and Silvia Fang. KTUA has a San Diego staff of 35 landscape architects, planners, irrigation designers, GIS analysts and support personnel. Our staff resources allow us the flexibility to work with your schedule to meet the requirements of this contract. Civil Sense, a San Diego -based civil engineering firm, will fulfill our DBE goal. KTUA has worked with Civil Sense on a number of park and street improvement projects. KTUA looks forward to the opportunity to discuss our project approach and qualifications with you. We hope this submittal demonstrates the understanding and ability of the KTUA team to help you meet and exceed your overall goals and objectives for the City of National City. Respectfully submitted, ike Singleton Principal Transportation Planner KTUA PRIMARY CONTACT INFORMATION Michael Singleton I AICP CTP, CA PLA, LEED AP 3916 Normal Street, San Diego, CA 92103 t (619) 294-4477 x134; f: (619) 294-9965 mike@ktua.com CITY OF NATIONAL CITY On -Call Project Support Services for National City's Capital Improvement Program 2 -15- 02 I EXECUTIVE SUMMARY I QUALIFICATION CATEGORIES CONTACT INFORMATION This section identifies our principal contact for the contract, as well as our project managers for the various disciplines covered by KTUA. Client and community satisfaction are key to the project's success. This section also includes some recent quotes from our clients to support our attention to detail. FAMILIARITY WITH LOCAL ENVIRONMENT The planning and design of a project requires an understand- ing of the regulations and requirements to protect the public's health safety and welfare; an understanding of the most inno- vative design technologies to meet current and future needs; an understanding of the needs and priorities of the users; and an understanding of the responsibilities of the client in terms of risk management, maintenance, future expansion opportu- nities and costs. KTUA takes these responsibilities seriously and collaborates with our clients and the consultant team to ensure the project meets and exceeds its goals and objectives. Details of our experience with the City of National City, along with our experience working with federal, state, regional, and local regu- lations are detailed in this section. EXPERIENCE AND TECHNICAL COMPETENCE To support the implementation of the National City CIP, KTUA offers a team of professionals with experience in National City and with CIP projects in other San Diego County jurisdictions. Their project experience includes street improvement projects, active transportation facilities, universal access, and park and recreation facilities. Most of the KTUA projects involve extensive public engagement programs, and many of the projects are grant funded, adding another layer of management responsibil- ities to assure compliance with grant requirements. Our team will be led by staff you have worked with on other projects: Mike Singleton, Joe Punsalan, Tom Bertulis, Jacob Leon, Brooke Whalen, Tim Henderson, Alex Samarin, Silvia Fang, Stephen Nunez, and Jerod Huwa.To support KTUA projects that may require civil engineering services, we have included Civil Sense, a San Diego -based DBE engineering firm. —KTUA's-depth-&pro-Jettexperiencencluded in this section are our firm profile and a matrix of our project experi- ence focusing on transportation planning (including innovative traffic calming and bike and ped facilities); landscape architec- ture (primarily streetscapes and parks); GIS; and grants. Through the general services offered by KTUA, we can support National City on transportation planning, landscape architecture, GIS, planning and design, community outreach, and grants man- agement. Each project sheet includes photos and/or graphics, a description of our scope of services, our client contact informa- tion, project fees, and a list of the key personnel who worked on the project. Strong project management skills, a defined scope of work and budget, and a clear communication plan that outlines the roles and responsibilities of each of the key players are essen- tial to the successful completion of the project. This section discusses our project innovations, quality control plan, staffing and management plan, communication plan and community engagement plan. GRANTS MANAGEMENT Grants are basically condensed versions of persuasion. The advocacy position needs to be a passionate effort to commu- nicate a current situation that could greatly benefit from the grant. It certainly needs to follow the requirements closely and it needs to backup its claims with facts. It needs to stand out amongst many applications. It must build a case that if funded, the resulting project will be transferable to others in the state or region as a learning experience that builds upon a body of knowledge and furthers the understanding of an issue and a solution to that issue. It needs to stress how changes will improve the public's healthy, safety and welfare. In addition, it needs to stress the inclusion of best management practices that are at the forefront of the industry, while promoting innovation that pushes the industry.This section outlines KTUA's approach towards the preparation of grant applications and grant man- agement. Also included is a summary of the grant applications prepared by KTUA and the funding received, as well as a sum- mary of the funds received by our clients as a result of plans and studies prepared by KTUA. FINANCIAL MANAGEMENT AND ACCOUNTING SYSTEM With KTUA's long history on public works projects, our account- ing system and overhead rate are regularly reviewed by DCAA for federal projects and Caltrans for state projects. SCHEDULE OF FEES KTUA understands that hourly rates and fees will be negotiated upon selection and identification of task orders. EXCEPTIONS TO THIS REQUEST FOR PROPOSAL KTUA takes no excep gns to the RFQ or the requirements iden- tified in the RFQ. ADDENDA TO THE RFQ It is KTUA's understanding that no addenda to the RFQ have been issued. CITY OF NATIONAL CITY I On -Call Project Support Services for National City's Capital Improvement Program 3 -16- 2019-2022 Hourly Rates EXHIBIT B Senior Principal Principal Associate Principal Senior Associate Associate II Associate I Senior Designer/Senior Planner/GIS Analyst Designer/Planner Administration General Terms 1. Hourly rates include provisions for normal services and equipment. 2. Reproduction, blueprinting, travel outside plus 15%. 3. Mileage outside of San Diego County will be billed at the approved IRS rate. 4. Rates are valid through December 31, 2022. $i80.00 $170.00 $i6o.00 $150.00 $140.00 $130.00 $120. o 0 $110.00 $85.00 overhead costs including fringe benefits, office rental, utilities, insurance, clerical of San Diego County, soil testing and other non -labor direct costs are billed at cost -17- 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 KTU&A 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; CIVIL ENGINEERING; TRAFFIC ENGINEERING; PLANS REVIEWS; CONSTRUCTABILITY REVIEWS; LANDSCAPE ARCHITECTURE AND URBAN DESIGN; TRANSPORTATION PLANNING; GEOGRAPHIC INFORMATION SYSTEMS; LONG-RANGE PLANNING; 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, 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; 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 executing a three-year Agreement (with the option to extend for two, one year extensions) with KTU&A 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; 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 KTU&A 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; landscape architectural and urban design; geographic information systems; 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 3rd day of December, 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 KTU&A On -Call Project Support Services — CIP Program Judith Hernandez (Engineering/Public Works) forwarded a duplicate original Agreement to KTU&A.