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HomeMy WebLinkAbout2019 CON WSP USA, Inc - On-Call Project Support Services CIPAGREEMENT BETWEEN THE CITY OF NATIONAL CITY AND WSP USA INC. THIS AGREEMENT is entered into on this 3rd day of December, 2019, between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and WSP USA INC., a New York corporation (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide on -call project support services for National City's Capital Improvement Program (CIP); WHEREAS, on May 1, 2019, the Engineering & Public Works Department advertised a Request for Qualifications (RFQ) for on -call project support services for National City's CIP; WHEREAS, on June 10, 2019, the CONSULTANT submitted a Statement of Qualifications (SOQ) in response to the RFQ, consistent with the requirements of the RFQ; WHEREAS, the CITY has determined that the CONSULTANT is an engineering and planning 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; traffic engineering; transportation planning; plan reviews; constructability reviews; long-range planning on 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. Joe De La Garza, Project Manager, thereby is designated as the Project Director for the CONSULTANT. 5. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT shall be based on monthly billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work described in Exhibit "A" shall not exceed $2,000,000. The compensation for the CONSULTANT's work shall not exceed the rates set forth in Exhibit "B". The CITY will not accept CONSULTANT "mark-ups" for services provided by SUBCONSULTANTS. Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibit "A", as determined by the CITY. The CONSULTANT shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY, and for furnishing of copies to the CITY, if requested. 6. ACCEPTABILITY OF WORK. The CITY shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement, and the amount of compensation due. Standard Agreement Page 2 of 12 City of National City and Revised May 2019 WSP USA Inc. In the event the CONSULTANT and the CITY cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT in this Agreement, the CITY or the CONSULTANT shall give to the other written notice. Within ten (10) business days, the CONSULTANT and the CITY shall each prepare a report which supports their position and file the same with the other party. The CITY shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT. 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONSULTANT for this project, whether paper or electronic, shall: (1) be free from defects; (2) become the property of the CITY for use with respect to this project; and (3) shall be turned over to the CITY upon completion of the project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONSULTANT hereby assigns to the CITY, and CONSULTANT thereby expressly waives and disclaims any copyright in, and the right to reproduce, all written material, drawings, plans, specifications, or other work prepared under this Agreement, except upon the CITY's prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONSULTANT shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium, or method utilize the CONSULTANT's written work product for the CITY's purposes, and the CONSULTANT expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CITY of documents, drawings, or specifications prepared by the CONSULTANT shall relieve the CONSULTANT from liability under Section 14, but only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of Services of this project, unless otherwise mutually agreed. 8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers with one another. Neither the CONSULTANT nor the CONSULTANT's employees are employees of the CITY, and are not entitled to any of the rights, benefits, or privileges of the CITY's employees, including but not limited to retirement, medical, unemploy- ment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONSULTANT and the CONSULTANT's employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONSULTANT and its employees. Neither this Agreement, nor any interest herein, may be assigned by the CONSULTANT without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or SUBCONSULTANTS, as the CONSULTANT may deem necessary for the proper and efficient performance of this Agreement. All agreements by Standard Agreement Page 3 of 12 City of National City and Revised May 2019 WSP USA Inc. CONSULTANT with its SUBCONSULTANT(S) shall require the SUBCONSULTANT(S) to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CITY, nor its officers, agents, or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANT's employees, except as set forth in this Agreement. The CONSULTANT, or the CONSULTANT's agents, servants, or employees are not in any manner agents, servants, or employees of the CITY. The CONSULTANT and its agents, servants, and employees are wholly independent from the CITY and CONSULTANT's obligations to the CITY are solely prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, in the performance of the services to be provided herein, shall comply with all applicable state and federal statutes and regulations, and all applicable ordinances, rules, and regulations of the City of National City, whether now in force or subsequently enacted. The CONSULTANT and each of its SUBCONSULTANT(S), shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. CONSULTANT must promptly produce a copy of any such license, permit, or approval to CITY upon request. The CONSULTANT represents and covenants that the CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONSULTANT to practice its profession. 12. STANDARD OF CARE. A. The CONSULTANT, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONSULTANT's trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT's employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this Agreement, the CONSULTANT warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONSULTANT's professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONSULTANT to use due diligence under this sub -section will render the CONSULTANT liable to the CITY for any increased costs that result from the CITY's later inability to obtain the specified items or any Standard Agreement Page 4 of 12 City of National City and Revised May 2019 WSP USA Inc. 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, and as limited by California Civil Code Section 2782.8, 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, to the extent 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 WSP USA Inc. The indemnity, defense and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 16. EMPLOYEE PAYMENTS AND INDEMNIFICATION. A. PERS Eligibility Indemnification. If CONTRACTOR's employee(s) providing services under this Agreement claims, or is determined by a court of competent jurisdiction or the California Public Employees Retirement System ("PERS") to be eligible for enrollment in PERS of the CITY, CONTRACTOR shall indemnify, defend, and hold harmless CITY for the payment of any employer and employee contributions for PERS benefits on behalf of the employee as well as for payment of any penalties and interest on such contributions which would otherwise be the responsibility of the CITY. CONTRACTOR's employees providing service under this Agreement shall not: (1) qualify for any compensation and benefit under PERS; (2) be entitled to any benefits under PERS; (3) enroll in PERS as an employee of CITY; (4) receive any employer contributions paid by CITY for PERS benefits; or (5) be entitled to any other PERS-related benefit that would accrue to a CITY employee. CONTRACTOR's employees hereby waive any claims to benefits or compensation described in this Section 16. This Section 16 applies to CONTRACTOR notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary. B. Limitation of CITY Liability. The payment made to CONTRACTOR under this Agreement shall be the full and complete compensation to which CONTRACTOR and CONTRACTOR's officers, employees, agents, and subcontractors are entitled for performance of any work under this Agreement. Neither CONTRACTOR nor CONTRACTOR's officers, employees, agents, and subcontractors are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to CITY employees. The CITY will not make any federal or state tax withholdings on behalf of CONTRACTOR. The CITY shall not be required to pay any workers' compensation insurance on behalf of CONTRACTOR. C. Indemnification for Employee Payments. CONTRACTOR agrees to defend and indemnify the CITY for any obligation, claim, suit, or demand for tax, retirement contribution including any contribution to PERS, social security, salary or wages, overtime payment, or workers' compensation payment which the CITY may be required to make on behalf of (1) CONTRACTOR, (2) any employee of CONTRACTOR, or (3) any employee of CONTRACTOR construed to be an employee of the CITY, for work performed under this Agreement. This is a continuing obligation that survives the termination of this Agreement. 17. WORKERS' COMPENSATION. The CONSULTANT shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Labor Code and all amendments thereto; and all similar State or federal acts or laws applicable; and shall indemnify, and hold harmless the CITY and its officers, employees, and volunteers from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or Standard Agreement Page 6 of 12 City of National City and Revised May 2019 WSP USA Inc. recovered against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the CONSULTANT under this Agreement. 18. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONSULTANT(S), when applicable, to purchase and maintain throughout the term of this Agreement, the following insurance policies: A. Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of either $2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 umbrella policy, covering all bodily injury and property damage arising out of its operations, work, or performance under this Agreement. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". The "project" or "location" should be noted with specificity on an endorsement that shall be incorporated into the policy. D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONSULTANT's employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the CITY. Said endorsement shall be provided prior to commencement of work under this Agreement. If CONSULTANT has no employees subject to the California Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by CITY. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, officials, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY's Risk Manager, at the address listed in subsection G below, of cancellation or material change. F. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONSULTANT shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. G. The Certificate Holder for all policies of insurance required by this Section shall be: City of National City do Risk Manager 1243 National City Boulevard National City, CA 91950-4397 Standard Agreement Page 7 of 12 Revised May 2019 WSP USA Inc. City of National City and H. Insurance shall be written with only insurers authorized to conduct business in California that hold a current policy holder's alphabetic and financial size category rating of not less than A:VII according to the current Best's Key Rating Guide, or a company of equal financial stability that is approved by the CITY's Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent List of Approved Surplus Line Insurers ("LASLI") and otherwise meet rating requirements. I. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY's Risk Manager. If the CONSULTANT does not keep all insurance policies required by this Section 18 in full force and effect at all times during the term of this Agreement, the CITY may treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. J. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. CITY reserves the right to modify the insurance requirements of this Section 18, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. K. If the CONSULTANT maintains broader coverage or higher limits (or both) than the minimum limits shown above, the CITY shall be entitled to the broader coverage or higher limits (or both) maintained by the CONSULTANT. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY. 19. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of - court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 20. TERMINATION. A. This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 60-day's written notice to the CONSULTANT. During said 60-day period the CONSULTANT shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by the CONSULTANT in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. Standard Agreement Revised May 2019 WSP USA Inc. Page 8of12 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: Joe De La Garza Project Manager 401 B Street, Ste. 1650 San Diego, CA 92101 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 WSP USA Inc. City of National City and sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty-eight (48) hours by letter mailed or delivered as specified in this Section. 22. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONSULTANT shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the City of National City. The CONSULTANT also agrees not to specify any product, treatment, process or material for the project in which the CONSULTANT has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The CONSULTANT shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONSULTANT shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the CITY in which the CONSULTANT has a financial interest as defined in Government Code Section 87103. The CONSULTANT represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. The CONSULTANT shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONSULTANT shall file a Statement of Economic Interests with the City Clerk of the City of National City in a timely manner on forms which the CONSULTANT shall obtain from the City Clerk. The CONSULTANT shall be strictly liable to the CITY for all damages, costs or expenses the CITY may suffer by virtue of any violation of this Section 22 by the CONSULTANT. 23. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720, 1720.2, 1720.3, 1720.4, and 1771. Consultant is solely responsible to determine if State prevailing wage rates apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 24. ADMINISTRATIVE PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state, or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. Standard Agreement Page 10 of 12 City of National City and Revised May 2019 WSP USA Inc. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. To the extent any exhibits, schedules, or provisions thereof conflict or are inconsistent with the terms and conditions contained in this Agreement, the terms and conditions of this Agreement shall control. F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Assignment & Assumption of Rights. CONSULTANT shall not assign this Agreement, in whole or in part, to any other party without first obtaining the written consent of CITY. H. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. I. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. The venue for any legal action arising under this Agreement shall be in either state or federal court in the County of San Diego, State of California. J. Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under the Agreement, per Government Code Section 8546.7. K. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. L. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. M. Subcontractors or Subconsultants. The CITY is engaging the services of the CONSULTANT identified in this Agreement. The CONSULTANT shall not subcontract any portion of the work, unless such subcontracting was part of the original proposal or is allowed by the CITY in writing. In the event any portion of the work under this Agreement is subcontracted, the subconsultant(s) shall be required to comply with and agree to, for the benefit of and in favor of the CITY, both the insurance provisions in Section 18 and the indemnification and hold harmless provision of Section 15 of this Agreement. /// /// /// Standard Agreement Page 11 of 12 City of National City and Revised May 2019 WSP USA Inc. N. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY By: Alejandra Sotelo Solis, Mayor APPROVED AS TO FORM: Angil P. Morris -Jones City Attorney Bv: oberto M. Contreras Deputy City Attorney Standard Agreement Revised May 2019 WSP USA INC., A NEW YORK CORPORATION (Corporation — signatures of two corporate officers required) By: (Name) Patti Boekamp (Print) Vice President/SD Area Manager (Title) /.;d/7/ e/(a By: Page 12 of 12 (Name) Victor Martinez (Print) Vice President (Title) City of National City and WSP USA Inc. SI) WSP USA 401 B Street, Suite 1650 San Diego, CA 92101 T +1 619-338-9376 F +1 619-338-8123 www.wsp.com EXHIBIT A June 10, 2019 Robert Yano, P.E., Deputy City Engineer City of National City Engineering & Public Works Department 1243 National City Boulevard National City, CA 91950 Re: Qualifications for On -Call Project Support Services for National City's Capital Improvement Program (CIP) Dear Mr. Yano: The City of National City (City) is seeking local consultants to provide on -call project support services for National City's $70M Capital Improvement Program (CIP) for infrastructure, parks and facilities, and housing on a prequalified, on -call basis for a possible five-year period. As a corporation with over 30 years in San Diego County and a 60+ year presence in Southern California, WSP USA Inc. (WSP) has provided exactly these types of services throughout San Diego, Orange, Los Angeles, Riverside and San Bernardino counties. We would like to work with the City to meet your CIP needs as they arise over the next five years. Our team is proficient at supplementing in-house staff with local talent to help meet any task order request with precise scheduling, cost effectiveness, value-added services, and customer satisfaction. Responsiveness to City task orders is critical, since assignments usually have little lead time, can be short in duration, are high -priority, and/or require the consultant to proceed with minimal direction from City staff. WSP has the capability, capacity and experience to be responsive to such requests. We bring the City a full -service firm and local team with deep resources and a diversity of talent. TEAM STRUCTURED FOR AS -NEEDED CONTRACT RESPONSIVENESS As a leading engineering and professional services consulting firm, WSP has assembled a team with the right leadership, necessary expertise, knowledge of City requirements, and depth of resources to respond to all the City's task order needs under this contract. With more than 30 years of local project experience, WSP offers: Local Talent: Our project manager and the City's sole point of contact, Joe De La Garza, PE has more than 24 years of public works engineering and management experience, all in San Diego County. Joe has managed multidisciplinary teams and projects for numerous cities, counties, transportation authorities and Caltrans districts throughout Southern California. Joe has worked on projects for the City of National City and around San Diego county continuously throughout his career. Scheduling: WSP's local San Diego Office is staffed with over 67 civil engineers, traffic engineers, structural engineers, transportation planners, environmental planners, land -use planners, construction management engineers and financial advisors. With 383 professionals in Southern California, WSP offers full -service local offices in San Diego, Orange, San Bernardino and Los Angeles. Supported by an extensive pool of resources, WSP has the depth of knowledge and range of expertise that will enable us to effectively and efficiently respond to the City's needs. Since we are a large firm with local offices, we can distribute and balance our staffing resources against the needs of multiple projects. This allows us the flexibility to quickly mobilize multiple disciplines and meet project requirements for both short- and long-term assignments. Cost Effective, Value -Added Services: Given that task order assignments can be somewhat unpredictable, our knowledge of the region, existing relationships with area stakeholders and local presence are invaluable to such contracts. Our local commitment and experience provide our team with great insight into the region's infrastructure and network, and will enable us to streamline the project development process to bring you value-added service. WSP understands the professional consulting services needed to support the City's CIP and potential challenges that might arise during various task assignments. Additionally, WSP has secured billions of dollars in discretionary local, state and federal grant funds through the application of sound project strategy development and grant writing support. Customer Satisfaction: WSP has a history of success with local projects, as well as Southern California on -call contracts, including: • SANDAG Architecture and Engineering On -Call Contract • NAVFAC IDIQ Contract • California State Park, Civil On -Call Contract • City of Anaheim On -Call Traffic Engineering Services • RCTC On -Call Grant Writing Services We look forward to the opportunity to work with the City of National City. WSP is eager to address the challenges and opportunities for this project, and we appreciate your consideration of our team. If you have any questions about our submittal during your evaluation process, please contact Joe De La Garza at (619) 507-0987 or joe.delagarza@ wsp.com. As the firm's area manager for San Diego County, located at 401 B Street, Suite 1650, San Diego, CA 92101, you have my commitment that our team will be available and support you through the resources of our global bench and the nearby resources of specialty subconsultants with whom we will partner to the City's ultimate benefit. Sincerely, WSP USA Inc. Patti Boekamp Area Manager SECTION ONE Executive Summary As the City of National City (City) delivers its largest Capital Improvement Program (CIP) in recent history, the WSP team is poised to help you succeed! Our team is proficient at supplementing in-house staff with local talent to help meet any task order request with precise scheduling, cost effectiveness, value-added services and customer satisfaction. A significant portion of your CIP involves the design of transportation, parks and facilities, housing, and related infrastructure. Our local team recently completed environmental, planning and design of the region's largest infrastructure project — the Mid -Coast Corridor Transit Project —much of which involved on -call task order improvements. Our team can apply that broad technical knowledge and design delivery acumen to help you advance your program. INTEGRATED CAPABILITIES We foster collaboration in everything we do. WSP has a distinct history of success delivering on -call CIP task orders focused on rehabilitating and repairing city infrastructure and major transportation projects alike. No matter the scope, we view each project as a composite of independent, but interconnected, critical elements, and we apply a collaborative interdisciplinary approach to develop sustainable solutions. The Mid -Coast Project task orders, for instance, involved independent delivery of many roadways and bike facilities, structures, drainage and wet utilities, traffic signal and Americans with Disabilities Act (ADA) improvements, rail grade crossings and storm water quality measures. Understanding their complex interactions, however, is what led to successful federal funding and delivery. Table of Contents Executive Summary. 1 Contact Information 3 Familiarity with Local Environment 4 Experience and Technical Competence 5 Grants Management 34 Financial Management and Accounting Systems 37 Appendices: Exceptions to this RFP Amendments to this RFQ Disadvantaged Business Enterprises (DBE) Resumes DEMONSTRATED EXPERIENCE In the Experience and Technical Competence section, the projects listed illustrate the breadth of our experience across the proposed disciplines, as well as on a variety of similarly complex on -call contracts. We understand there is a potentially vast range of needs the City may have at any time over the course of five years. WSP has proven able to leverage the expertise needed —whether locally, within the firm or with a subconsultant—to service any and all of your needs. SUCCESS MANAGEMENT We value our people and our reputation. We believe in delivering success to our clients and to the communities we serve. A driving factor that allows us to continuously meet project objectives is the early establishment of shared expectations with our clients. This is our basis for performance, and it is especially important on as -needed contracts where scopes vary, schedules are constrained and Integrated Capabilities Mentorship/ Equality Demonstrated Experience WSP's elements of success will help the City of National City meet its CIP objectives. San Diego Smart Success Management Empowered Innovators 1 Qualifications for On -Call Project Support Services for National City's Capital Improvement Program (CIP) SECTION ONE I Executive Summary Delivering Success: Hector Avenue Storm Drain "WSP was very accommodating to our urgent request for the engineering design in order to repair a failed storm drain pipe on a very steep slope behind the property at 9709 Hector Ave. WSP provided us with several alternatives on how to repair our failed infrastructure in a very short period of time. It was a pleasure working with this firm as they always proceeded with extreme professionalism and expediency in order to accommodate all of our engineering requests. The completion of this emergency project was a success and WSP was a very integral part of our success." — Manuel Gonzalez, Associate Engineer - Civil, City of San Diego Public Works Department multiple projects must be managed concurrently. The Experience and Technical Competence section describes our approach, which facilitates scope refinement, schedule and budget adherence, precise design documents and cost estimates, and efficient response to bottlenecks, and helps us avoid duplicative or unnecessary work. NATIONAL CITY/SAN DIEGO SMART We are locally dedicated with international scale. Indeed, WSP is locally organized, focusing first and primarily on the communities we live and work in. We have been a part of the San Diego engineering industry for over 30 years, and WSP's 67 employees here know the local environment well. They have worked throughout the region on its infrastructure in its neighborhoods. They are deeply entrenched in the local professional industry and personally in their communities. Our eight specialty subconsultants are also all San Diego firms and likewise invested in their region. As discussed in the Knowledge and Understanding of the Local Environment section, we offer an in-depth knowledge of, and commitment to, the City of National City. EMPOWERED INNOVATORS {Me have an empowering culture and hold ourselves accountable. We are professionals and we are doers. As such, WSP empowers us to take charge of our client relationships, our teams and our projects, and innovate in all aspects of our work. This means we take personal ownership of, and accountability for, our performance. The team we have proposed, led by WSP Project Manager Joe De La Garza, PE, is introduced in the Experience and Technical Competence section. They are excited to foster collaborative relationships with City staff, and together advance creative project solutions. GRANTS MANAGEMENT We have proven industry experience in grant management services. In today's environment of limited local resources, new federal funding opportunities, and frequently changing rules and procedures, securing funds for infrastructure investments is challenging. As discussed in the Grants Management section, WSP has helped clients secure over $20.7 billion in federal grants for over 100 projects nationwide from a variety of discretionary programs, and nearly $3 billion from subsidized federal loan and credit assistance programs. MENTORSHIP/EQUALITY WSP takes equal opportunity hiring and contracting very seriously. From our company -wide initiative to become the first gender -balanced global consultancy to our deep local investment in the small and disadvantaged enterprise community, our team places a high priority on succeeding as a diverse and inclusive team. We introduce our four disadvantaged business enterprise (DBE) subconsultants in the Experience and Technical Competence section. We commit to meeting and exceeding the 6% DBE goal for this contract and providing our subconsultants important and meaningful roles. 2 Qualifications for On -Call Project Support Services for National City's Capital Improvement Program (CIP) SECTION FOUR Experience and Technical Competence PROPOSED DISCIPLINES The WSP team proposed for this contract will provide services • Civil Engineering • Structural Engineering • Mechanical Engineering • Electrical Engineering • Traffic Engineering • Traffic Signal Communications Infrastructure & Systems Integration • Traffic Data Collection • Transportation Planning • Architecture • Landscape Architecture • ADA Compliance and Universal Design • Geographic Information Systems (GIS) • Utility Design & Coordination • Land Surveying • • • • • • • • • • • • • • • for the following disciplines: Geotechnical Environmental Planning, Design & Engineering Environmental Compliance Construction Management & Inspections Graphic Design/Web Design Planning & Design Community Outreach Engineering & Project Management Grants Management Capital Needs Assessments & Asset Management Building Department Support Services Economic Development Services Housing and Real Estate Development Services Municipal Code Support Services Fire Inspection Services Our teary has planned and designed on -call projects for several local cities, the County of San Diego, the California Department of Transportation (Caltrans), the Port of San Diego, the San Diego Association of Governments (SANDAG), Naval Facilities Engineering Command (NAVFAC) Southwest and other interfacing agencies' specifications and requirements. We understand how to manage multi jurisdictional projects. STAFFING PLAN The successful client -consultant partnership is built on many things, but at the end of the day, it really comes down to people —those you want to collaborate and create with; those you call on because they will either know the answer or they will find out; and those who will get it done for you because they value your success. Our team is made up of those kinds of people. Upon request, WSP Project Manager Joe De La Garza, PE, will meet with the City's Project Manager to define project goals and objectives. Our task order process, as pictured to the right, demonstrates how Joe will assign the right core team led by a discipline -appropriate task lead who will remain on the project through its full life. The task lead will develop a list of project activities, deliverables and duration SQ Respond to Contract Task Order • Assemble Team • Define Task and Approach to Scope of Work - PielimtinatyWork Plan and Cost Proposal • Negotiate Task Order Task Management and Delivery • Prepare Project Management Plan • Prepare Quality Control Plan • Task Manager Responsible for. - Scope, Schedule, Budget and Quality Management Project Execution • Contract Adrninistratton • Quality Control • Project Controls • Performance Reporting • Risk Management Task Order Close Out • Conduct Closeout Meeting • Financial Closeout • Technical Backup/Records Ardiiving V • Closeout Performance Assessment' Lessons learned 5 Qualifications for On -Call Project Support Services for National City's Capital Improvement Program (CIP) Local Assistance Procedures Manual EXHIBIT B Exhibit 10-H Cost Proposal EXHIBIT 10-H COST PROPOSAL SPECIFIC RATE OF COMPENSATION (USE FOR ON -CALL OR AS -NEEDED CONTRACTS) (CONSTRUCTION ENGINEERING AND INSPECTION CONTRACTS) Note: Mark-ups are Not Allowed Consultant or Subconsultant WSP USA Inc. Fringe Benefit % (= 0% if Included in OH) Contract No. + Overhead % + General Administration % (= 0% if Included in OH) Date 150.00% Combined Indirect Cost Rate (ICR) % FEE % 10.00% BILLING INFORMATION CALCULATION INFORMATION Name/Job Title/Class 6ca6onl Hourly Billing Rates' Straight OT(1.5x) OT(2x) Effective date of hourly rate From To Actual or Avg. hourly rate' % or $ increase Hourly range - for classifications only Joe De La Garza $242.33 N/A N/A 1/1/2019 12/31/2019 $88 12 0.00% Not Applicable Senior Supervising Engineer $242.33 N/A N/A 1/1/2020 12/31/2020 $88.12 0.000/. $242.33 N/A N/A 1/1/2021 12/31/2021 $88.12 0.00% $242.33 N/A N/A 1/1/2022 12/31/2022 $88 12 0.00% Patti Boekamp $330.55 N/A N/A 1/1/2019 12/31/2019 ,! $120.20 0.00% Not Applicable Senior Area Manager S330.55 N/A N/A 1/1/2020 12/31/2020 $120.20 0.00% S330.55 N/A N/A 1/1/2021 12/31/2021 S120.20 0.00% S330.55 N/A N/A 1/1/2022 12/31/2022 $120.20 0.00% Karen Kosup $268.40 N/A N/A 1/1/2019 12/31/2019 1 $9740 0.00% Not Applicable Senior Engineering Manager S268.40 N/A N/A 1/1/2020 12/31/2020 $97.60 0.00% S268.40 N/A N/A 1/1/2021 12/31/2021 $97.60 0.00% $268.40 N/A N/A 1/1/2022 12/31/2022 $97.60 0.00% Nirupa Kansan $192.03 N/A N/A 1/1/2019 12/31/2019 < $69.83 0.00% Not Applicable Supervising Engineer $192.03 N/A N/A 1/1/2020 12/31/2020 $69.83 0.00% S192.03 N/A N/A 1/1/2021 12/31/2021 $69.83 0.00% $192.03 N/A N/A 1/1/2022 12/31/2022 $69 83 0.00% Tara Lake $237.99 N/A N/A 1/1/2019 12/31/2019 $86.54 0.00% Not Applicable Senior Supervising Planner $237.99 N/A N/A 1/1/2020 12/31/2020 $86.54 0.00'% S237.99 N/A N/A 1/1/2021 12/31/2021 $86.54 0.00% $237.99 N/A N/A 1/1/2022 12/31/2022 $86 54 0.00% Seth Torma $266.37 N/A N/A 1/1/2019 12/31/2019 S96.86 0.00% Not Applicable Senior Planning Manager $266.37 N/A N/A 1/1/2020 12/31/2020 $96.86 0.00% S266.37 N/A N/A 1/1/2021 12/31/2021 $96.86 0.00% $266.37 N/A N/A 1/1/2022 12/31/2022 $96.86 0.00% Stephanie Whitmore 1236.03 N/A N/A 1/1/2019 12/31/2019 $85.83 0.00% Not Applicable Senior Supervising Planner $236.03 N/A N/A 1/1/2020 12/31/2020 $85.83 0.00% $236.03 N/A N/A 1/1/2021 12/31/2021 $85.83 0.00% $236.03 N/A N/A 1/1/2022 12/31/2022 $85 83 0.00% Nathan Johnson $307.92 N/A N/A 1/1/2019 12/31/2019 1111.97 0.00% Not Applicable Senior Engineering Manager $307.92 N/A N/A 1/1/2020 12/31/2020 $1.11.97 0.00% $307.92 N/A N/A 1/1/2021 12/31/2021 $111.97 0.00% S307.92 N/A N/A 1/1/2022 12/31/2022 $11197 0.00% Dante Valdez $162.55 N/A N/A 1/1/2019 12/31/2019 $59.11 0.00% Not Applicable Senior Engineer $162.55 N/A N/A 1/1/2020 12/31/2020 $59.II 0.00% S162.55 N/A N/A 1/1/2021 12/31/2021 $59.11 0.00% $162.55 N/A N/A 1/1/2022 12/31/2022 $59 11 0.00% Ryan Whipple $117.10 N/A N/A 1/1/2019 12/31/2019 $42.58 0.00% Not Applicable Senior Engineer $117.10 N/A N/A 1/1/2020 12/31/2020 $42.58 0.00% S117.10 N/A N/A 1/1/2021 12/31/2021 $42.58 0.00% S117.10 N/A N/A 1/1/2022 12/31/2022 $42 58 0.00% Pete Ruscitti $134.09 N/A N/A 1/1/2019 12/31/2019 $48.76 0.00% Not Applicable Lead Planner $134.09 N/A N/A 1/1/2020 [2/31/2020 $48.76 0.00% $134.09 N/A N/A 1/1/2021 12/31/2021 $48.76 0.00% $134.09 N/A N/A 1/1/2022 12/31/2022 $48.76 0.00% Tara Olsen $211.61 N/A N/A 1/1/2019 12/31/2019 0.00% Not Applicable Senior Supervising Engineer $211.61 N/A N/A 1/1/2020 12/31/2020 $76.95 0.00% $211.61 N/A N/A 1/1/2021 12/31/2021 $76.95 0.00% $211.61 N/A N/A 1/1/2022 12/31/2022 $76.95 0.00% Erich Flessner $191.73 N/A N/A 1/1/2019 12/31/2019 INESEalliej 0.00% Not Applicable Senior Supervising Engineer $191.73 N/A N/A 1/1/2020 12/31/2020 S69.72 0.00% $191.73 N/A N/A 1/1/2021 12/31/2021 $69.72 0.00% $191.73 N/A N/A 1/1/2022 12/31/2022 $69 72 0.00% Steven Lewis $141.19 N/A N/A 1/1/2019 12/31/2019 $51.34 0.00% Not Applicable Senior Engineer S141.19 N/A N/A. 1/1/2020 12/31/2020 $51.34 0.00% $220.00 N/A N/A 1/1/2021 12/31/2021 $80.00 0.00%. $220.00 N/A N/A 1/1/2022 12/31/2022 $8000 0.00% Moi Arzamendi $232.62 N/A N/A 1/1/2019 12/31/2019 $84.59 0.00% Not Applicable Senior Principal Technical Specialist $214.23 N/A N/A 1/1/2020 12/31/2020 $77.90 0.00% $214.23 N/A N/A 1/1/2021 12/31/2021 $77.90 0.00% $214.23 N/A N/A 1/1/2022 12/31/2022 $77 90 0.00% Miguel Galvan S222.12 N/A N/A 1/1/2019 12/31/2019 $80 77 0.00o/a Not Applicable Senior Supervising Engineer S222.12 N/A N/A 1/1/2020 12/31/2020 $80.77 0.00% S222.12 N/A N/A 1/1/2021 12/31/2021 $80.77 0.00% S222.12 N/A N/A 1/1/2022 12/31/2022 $80.77 0.00% Larry Shaw S283.88 N/A N/A 1/1/2019 12/31/2019 S103.23 0.00% Not Applicable LPP 15-01 .launuary 14, 21115 Local Assistance Procedures Manual Exhibit 10-H Cost Proposal EXHIBIT 10-H COST PROPOSAL SPECIFIC RATE OF COMPENSATION (USE FOR ON -CALL OR AS -NEEDED CONTRACTS) (CONSTRUCTION ENGINEERING AND INSPECTION CONTRACTS) Note: Mark-ups are Not Allowed Consultant or Subconsultant WSP USA Inc. Fringe Benefit % (= 0% if Included in OH) + I30 00% + 0.00% Contract No. 150.00% Date + Overhead % + General Administration % = Combined Indirect Cost Rate (ICR) % (-0% if Included in OH) BILLING INFORMATION FEE%= CALCULATION INFORMATION 10.00% Name/Job Title/Classification' Hourly Billing Rates' Straight OT(1.5x) OT(2x) Effective date of hourly rate From To Actual or Avg. hourly rate' % or $ increase ! Hourly range - for classifications only Staff Manager S283.88 N/A N/A I/1/2020 12/31/2020 $103.23 0.00% $283.88 N/A N/A 1/1/2021 12/31/2021 $103.23 0.00% $283.88 N/A N/A 1/1/2022 12/31/2022 $103 23 0.00% John Loughran $223.14 N/A N/A 1/1/2019 12/31/2019 $81.14 0.00% Not Applicable Senior Supervising Planner $223.14 N/A N/A 1/1/2020 12/31/2020 $81.14 0.00% $223.14 N/A N/A 1/1/2021 12/31/2021 $81.14 0.00% $223.14 N/A N/A 1/1/2022 12/31/2022 $81.14 0.00% Billy Hwang $229.71 N/A N/A I/1/2019 12/31/2019 � 0.00% Not Applicable Principal Consultant 1 S229.71 N/A N/A 1/1/2020 12/31/2020 $83.53 0.00% $229.71 N/A N/A 1/1/2021 12/31/2021 $83.53 0.00% $229.71 N/A N/A 1/1/2022 12/31/2022 $83.53 0.00% Don Emerson $341.74 N/A N/A 1/1/2019 12/31/2019 : _ - 0.00% Not Applicable Principal Consultant 11 $341.74 N/A N/A I/1/2020 12/31/2020 $124.27 0.00a/o $341.74 N/A N/A 1/1/2021 12/31/2021 $124.27 0.00% $341.74 N/A N/A 1/1/2022 12/31/2022 $124.27 0.00% Doris Lee $178.50 N/A N/A 1/1/2019 12/31/2019 j, S64,91 _ „y 0.00% Not Applicable Consultant II $178.50 N/A N/A I/1/2020 12/31/2020 $64.91 0.00% $178.50 N/A N/A 1/1/2021 12/31/2021 $64.91 0.00% $178.50 N/A N/A I/1/2022 12/31/2022 $64.91 0.00% Mark Briggs $350.19 N/A N/A 1/1/2019 12/31/2019 1.., $127.34 0.00% Not Applicable Principal Consultant III $350.19 N/A N/A 1/1/2020 12/31/2020 $127.34 0.00% S350.19 N/A N/A 1/1/2021 12/31/2021 $127.34 0.00% $350.19 N/A N/A 1/1/2022 12/31/2022 $12734 0.00% Rob Hicks $214.64 N/A N/A 1/1/2019 12/31/2019 $78.05 0.00% Not Applicable Vice President 5214.64 N/A N/A 1/1/2020 12/31/2020 $78.05 0.00% $214.64 N/A N/A 1/1/2021 12/31/2021 $78.05 0.00% $214.64 N/A N/A 1/1/2022 12/31/2022 $7805 0.00% Brandi 9,nnott $117.98 N/A NA 1/1/2019 12/31/2019 $42.90 0.00% Not Applicable Senior Project Accountant $117.98 N/A N/A 1/1/2020 12/31/2020 $42.90 0.00% $117.98 N/A N/A 1/1/2021 12/31/2021 $42.90 0.00% $117.98 N/A N/A 1/1/2022 12/31/2022 $42.90 0.00"/0 1. Names and classifications of consultan (key staff) team members must be f sted. Provide separate sheets for prime and all subconsultant fines. 2. Billing rate = actual hourly rate " (1+ ICR) " (I+ Fee). Agreed upon billing rates are not adjustable for the term of contract. 3. For named employees enter the actual hourly rate. For classifications only, enter the Average Hourly Rate for that classification. NOTES: • Denote all employees subject to prevailing wage with an asterisks (") • For Travel Costs: Will be determined once tasks are assigned to specific individuals and will be billed at cost LPP 15-01 January 14, 2015 ACORO® Ace CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDIYYYY) 10/9/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the 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 Arthur J. Gallagher Risk Management Services, Inc. 250 Park Avenue, 5th Floor New York NY 10177 CONTACT NAME: AJii Service T earn PHONE 212-981-2485 FAX (A/c No. Extt: (NC, No): 212-994-7074 ADDARESS: GGB.WSPUS.CertRequests@ajg.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: QBE Specialty Insurance Company 11515 INSURED WSPGLOB-01 WSP USA Inc. One Penn Plaza New York, NY 10119 INSURER B : INSURER C: INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 961360241 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER +JMM/DD POLICY EFF IYYYYUMM/ POLICY EXP DIIYYYYL LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO D PREMISES (Ea occurrence) $ CLAIMS -MADE OCCUR MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PRO- JECT PER: LOC PRODUCTS - COMP/OP AGG $ $ AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS NON -OWNED AUTOS ONLY COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB EXCESS LIAB O OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ $ DED RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y/N N / A PER STATUTE OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ A Professional Liability CLAIMS -MADE QPL0022630 11/1/2018 10/31/2019 Per Claim/Aggregate $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) THIRTY (30) DAYS NOTICE OF CANCELLATION RE: National City On -Call Project Support Services for CIP Deductible: $10,000 CERTIFICATE HOLDER CANCELLATION City of National City do Risk Manager 1243 National City Blvd National City CA 91950 1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE — ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ACORO® �� CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD/YYYY) 10/9/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the 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 Arthur J. Gallagher Risk Management Services, Inc. 250 Park Avenue, 5th Floor New York NY 10177 CONTACT NAME: AJG Service Team PHONE ( NC N mot). 212-994-7100 FAX No): 212-994-7047 MAIL ADDRESS: GGB.WSPUS.CERTREQUESTS@AJG.COM. INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Liberty Insurance Corporation 42404 INSURED WSPGLOB-01 WSP USA Inc. One Penn Plaza New York, NY 10119 INSURER B : Zurich American Insurance Company 16535 INSURER c: INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 839952738 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE INSD SUBRV POLICY NUMBER POLICY EFF IM MIDDIYYYYL(MM/D POLICY EXP D/YYYY) LIMITS B X COMMERCIAL GENERAL LIABILITY Y GL0983581906 4/1/2019 4/1/2020 EACH OCCURRENCE $2,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ 300,000 X Contractual Liab MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 2,000,000 GEN'L AGGREGATE X LIMIT APPLIES jE PER: LOC GENERAL AGGREGATE $ 5,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 $ A AUTOMOBILE X LIABILITY ANY AUTO OWNED SCHEDULED AUTOS NON -OWNED AUTOS ONLY Y AS7621094060039 4/1/2019 4/1/2020 COMBINED SINGLE LIMIT (Ea accident) $ 2,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y I N N N/A Y WA762D094060019(AOS) 4/1/2019 4/1/2020 X SPER TATUTE ERH E.L. EACH ACCIDENT $ 2,000,000 E.L. DISEASE - EA EMPLOYEE $ 2,000,000 E.L. DISEASE - POLICY LIMIT $ 2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) THIRTY (30) DAYS NOTICE OF CANCELLATION RE: National City On -Call Project Support Services for CIP The City of National City, its elected officials, officers, agents, employees and volunteers are included as additional insured as respects General Liability and Auto Liability. Waiver of Subrogation applies in favor of the City as respects Workers Comp. General Liability Deductible: $10,000 Auto Liability Deductible: $10,000 Workers Comp Deductible: $10,000 CERTIFICATE HOLDER CANCELLATION City of National City do Risk Manager 1243 National City Blvd National City CA 91950 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Additional Insured — Automatic — Owners, Lessees Or Contractors ZURICH Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Addl. Prem Return Prem. L0983581906 04/01/2019 04/01/2020 04/01/2019 93542000 1NCL INCL THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Named Insured: WSP USA GROUP HOLDING INC. Address (including ZIP Code): 1 Penn Plaza, 2nd Floor New York, NY 10119 This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part A. Section II — Who Is An Insured is amended to include as an additional insured any person or organization whom you are required to add as an additional insured on this policy under a written contract or written agreement. Such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: <1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf, in the performance of your ongoing operations or "your work" as included in the "products -completed operations hazard", which is the subject of the written contract or written agreement. However, the insurance afforded to such additional insured: 1. Only applies to the extent permitted by law; and 2. Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or surveying services including: a. The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or b. Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional architectural, engineering or surveying services. U-GL-1175-F CW (04/13) Page 1 of 2 Includes copyrighted material of Insurance Services Office, Inc., with its permission. C. The following is added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV — Commercial General Liability Conditions: The additional insured must see to it that: 1. We are notified as soon as practicable of an "occurrence" or offense that may result in a claim; 2. We receive written notice of a claim or "suit" as soon as practicable; and 3. A request for defense and indemnity of the claim or "suit" will promptly be brought against any policy issued by another insurer under which the additional insured may be an insured in any capacity. This provision does not apply to insurance on which the additional insured is a Named Insured if the written contract or written agreement requires that this coverage be primary and non-contributory. D. For the purposes of the coverage provided by this endorsement: 1. The following is added to the Other Insurance Condition of Section IV — Commercial General Liability Conditions: Primary and Noncontributory insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured provided that: a. The additional insured is a Named Insured under such other insurance; and b. You are required by written contract or written agreement that this insurance be primary and not seek contribution from any other insurance available to the additional insured. 2. The following paragraph is added to Paragraph 4.b. of the Other Insurance Condition 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, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same "occurrence", offense, claim or "suit". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by a written contract or written agreement to provide coverage to the additional insured on a primary and non-contributory basis. This endorsement does not apply to an additional insured which has been added to this policy by an endorsement showing the additional insured in a Schedule of additional insureds, and which endorsement applies specifically to that identified additional insured. F. With respect to the insurance afforded to the additional insureds under this endorsement, the following is added to Section III — Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the written contract or written agreement referenced in Paragraph A. of this endorsement; or 2. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. All other terms and conditions of this policy remain unchanged. U-GL-1175-F CW (04/13) Page 2 of 2 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Policy Number: AS7-621-094060-039 Issued by: Liberty Insurance Corp. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED - NONCONTRIBUTING This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIERS COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" under the Who Is An Insured Provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage form. Schedule Name of Person(s) or Organizations(s): Any person or organization whom you have agreed in writing to add as an additional insured, but only to coverage and minimum limits of insurance required by the written agreement, and in no event to exceed either the scope of coverage or the limits of insurance provided in this policy. Regarding Designated Contract or Project: Each person or organization shown in the Schedule of this endorsement is an "insured" for Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision contained in Section II of the Coverage Form. The following is added to the Other Insurance Condition: If you have agreed in a written agreement that this policy will be primary and without right of contribution from any insurance in force for an Additional Insured for liability arising out of your operations, and the agreement was executed prior to the "bodily injury" or "property damage", then this insurance will be primary and we will not seek contribution from such insurance. AC 84 23 08 11 © 2010, Liberty Mutual Group of Companies. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT — CALIFORNIA 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 Additional premium is a percent of the California Manual Workers Compensation premium. Subject to a minimum premium charge of $ 250 Person or Organization Job Description All persons or organizations where required by contract or written agreement prior to loss and allowed by law Issued by Co 7 - Liberty Insurance Corporation For attachment to Policy No. WA7-62D-094060-019 Effective Date Issued to WSP USA Group Holding Inc. Premium $ WC 04 03 06 Ed. 04/1984 Page 1 of 1 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 WSP USA, INC. FOR A NOT -TO -EXCEED AMOUNT OF $2,000,000 TO PROVIDE ON -CALL PROJECT SUPPORT SERVICES FOR NATIONAL CITY'S CAPITAL IMPROVEMENT PROGRAM (CIP), INCLUDING, BUT NOT LIMITED TO, PROJECT MANAGEMENT;CIVIL ENGINEERING; TRAFFIC ENGINEERING;TRANSPORTATION PLANNING; PLAN REVIEWS; CONSTRUCTABILITY REVIEWS; 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 WSP USA, Inc. for a not -to -exceed amount of $2,000,000 to provide on -call project support services for National City's CIP, including, but not limited to, project management; civil engineering; traffic engineering; transportation planning; plan reviews; constructability reviews; long-range planning; grants management; community outreach and communications; 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 WSP USA, Inc. for a not -to -exceed amount of $2,000,000 to provide on -call project support services for National City's CIP, including, but not limited to, project management; civil engineering; traffic engineering; transportation planning; plan reviews; constructability reviews; long-range planning; grants management; community outreach and communications. Said Agreement is on file in the office of the City Clerk. BE IT FURTHER RESOLVED, that the City Council hereby authorizes the City Manager to execute any project specific supplemental agreements as may be required for grant funded projects. PASSED and ADOPTED this 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 RESOLUTION NO. 2019 —178 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY, 1) AUTHORIZING THE MAYOR TO EXECUTE A THREE-YEAR AGREEMENT WITH WSP USA, INC. FOR A NOT -TO -EXCEED AMOUNT OF $2,000,000 TO PROVIDE ON -CALL PROJECT SUPPORT SERVICES FOR NATIONAL CITY'S CAPITAL IMPROVEMENT PROGRAM (CIP), INCLUDING, BUT NOT LIMITED TO, PROJECT MANAGEMENT;CIVIL ENGINEERING; TRAFFIC ENGINEERING;TRANSPORTATION PLANNING; PLAN REVIEWS; CONSTRUCTABILITY REVIEWS; 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 WSP USA, Inc. for a not -to -exceed amount of $2,000,000 to provide on -call project support services for National City's CIP, including, but not limited to, project management; civil engineering; traffic engineering; transportation planning; plan reviews; constructability reviews; long-range planning; grants management; community outreach and communications; and Resolution No. 2019 — 178 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 WSP USA, Inc. for a not -to -exceed amount of $2,000,000 to provide on -call project support services for National City's CIP, including, but not limited to, project management; civil engineering; traffic engineering; transportation planning; plan reviews; constructability reviews; long-range planning; grants management; community outreach and communications. Said Agreement is on file in the office of the City Clerk. BE IT FURTHER RESOLVED, that the City Council hereby authorizes the City Manager to execute any project specific supplemental agreements as may be required for grant funded projects. PASSED and ADOPTED this 3rd day of December, 2019 Alejand : Sotelolis, Mayor ATTES : i Michael R. Palla, City Clerk APPROVED AS TO FORM: orris Attorney 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. 2019-178 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 "STING DATE: December 3, 2019 AGENDA ITEM NO. 19 ITEM TITLE: Resolution of the City Council of the City of National City, 1) authorizing the Mayor to execute a three-year Agreement with WSP USA, Inc. for a not -to -exceed amount of $2,000,000 to provide on -call project support services for National City's Capital Improvement Program (CIP), including, but not limited to, project management; traffic engineering; transportation planning; plan reviews; constructability reviews; 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: 1619-336-4312 EXPLANATION: See attached. Associate Civil Engineer DEPARTMENT: APPROVED BY: Engineering/Public Works FINANCIAL STATEMENT: APPROVED: 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 WSP USA, Inc. for a not -to -exceed amount of $2,000,000 to provide on -call project support services for National City's CIP. BOARD / COMMISSION RECOMMENDATION: N/f TTACHMENTS: 1. Explanation 2. Agreement 3. Resolution ,sd/4-75.3), 1?0. aDi9-1 7-$' 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 and interview, staff recommends executing a three- year Agreement (with the option to extend for two, one year extensions) with WSP USA, Inc. for a not -to -exceed amount of $2,000,000 to provide on -call project support services for National City's CIP, including, but not limited to, project management; traffic engineering; transportation planning; plan reviews; constructability reviews; 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 WSP USA INC. 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 WSP USA INC., a New York corporation (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide on -call project support services for National City's Capital Improvement Program (CIP); WHEREAS, on May 1, 2019, the Engineering & Public Works Department advertised a Request for Qualifications (RFQ) for on -call project support services for National City's CIP; WHEREAS, on June 10, 2019, the CONSULTANT submitted a Statement of Qualifications (SOQ) in response to the RFQ, consistent with the requirements of the RFQ; WHEREAS, the CITY has determined that the CONSULTANT is an engineering and planning 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. -2- 3. SCOPE OF SERVICES. The CONSULTANT will perform services as set forth in the attached Exhibit "A", including, but not limited to: project management; traffic engineering; transportation planning; plan reviews; constructability reviews; long-range planning on 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 pr8vide supervision and have overall responsibility for the progress and execution of this Agreement for the CONSULTANT. Joe De La Garza, Project Manager, thereby is designated as the Project Director for the CONSULTANT. 5. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT shall be based on monthly billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work described in Exhibit "A" shall not exceed $2,000,000. The compensation for the CONSULTANT's work shall not exceed the rates set forth in Exhibit "B". The CITY will not accept CONSULTANT "mark-ups" for services provided by SUBCONSULTANTS. Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibit "A", as determined by the CITY. The CONSULTANT shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY, and for furnishing of copies to the CITY, if requested. 6. ACCEPTABILITY OF WORK. The CITY shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement, and the amount of compensation due. Standard Agreement Page 2 of 12 City of National City and Revised May 2019 WSP USA Inc. -3- In the event the CONSULTANT and the CITY cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT in this Agreement, the CITY or the CONSULTANT shall give to the other written notice. Within ten (10) business days, the CONSULTANT and the CITY shall each prepare a report which supports their position and file the same with the other party. The CITY shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT. 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONSULTANT for this project, whether paper or electronic, shall: (1) be free from defects; (2) become the property of the CITY for use with respect to this project; and (3) shall be turned over to the CITY upon completion of the project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONSULTANT hereby assigns to the CITY, and CONSULTANT thereby expressly waives and disclaims any copyright in, and the right to reproduce, all written material, drawings, plans, specifications, or other work prepared under this Agreement, except upon the CITY's prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONSULTANT shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium, or method utilize the CONSULTANT's written work product for the CITY's purposes, and the CONSULTANT expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CITY of documents, drawings, or specifications prepared by the CONSULTANT shall relieve the CONSULTANT from liability under Section 14, but only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of Services of this project, unless otherwise mutually agreed. 8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers with one another. Neither the CONSULTANT nor the CONSULTANT's employees are employees of the CITY, and are not entitled to any of the rights, benefits, or privileges of the CITY's employees, including but not limited to retirement, medical, unemploy- ment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONSULTANT and the CONSULTANT's employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONSULTANT and its employees. Neither this Agreement, nor any interest herein, may be assigned by the CONSULTANT without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or SUBCONSULTANTS, as the CONSULTANT may deem necessary for the proper and efficient performance of this Agreement. All agreements by Standard Agreement Page 3 of 12 City of National City and Revised May 2019 WSP USA Inc. -4- CONSULTANT with its SUBCONSULTANT(S) shall require the SUBCONSULTANT(S) to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CITY, nor its officers, agents, or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANT's employees, except as set forth in this Agreement. The CONSULTANT, or the CONSULTANT's agents, servants, or employees are not in any manner agents, servants, or employees of the CITY. The CONSULTANT and its agents, servants, and employees are wholly independent from the CITY and CONSULTANT's obligations to the CITY are solely prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, in the performance of the services to be provided herein, shall comply with all applicable state and federal statutes and regulations, and all applicable ordinances, rules, and regulations of the City of National City, whether now in force or subsequently enacted. The CONSULTANT and each of its SUBCONSULTANT(S), shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. CONSULTANT must promptly produce a copy of any such license, permit, or approval to CITY upon request. The CONSULTANT represents and covenants that the CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONSULTANT to practice its profession. 12. STANDARD OF CARE. A. The CONSULTANT, in performing any services under this Agreer`pent, 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 WSP USA Inc. City of National City and -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 thirdi 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, and as limited by California Civil Code Section 2782.8, 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, to the extent 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 5of12 City of National City and Revised May 2019 WSP USA Inc. -6- The indemnity, defense and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 16. EMPLOYEE PAYMENTS AND INDEMNIFICATION. A. PERS Eligibility Indemnification. If CONTRACTOR's employee(s) providing services under this Agreement claims, or is determined by a court of competent jurisdiction or the California Public Employees Retirement System ("PERS") to be eligible for enrollment in PERS of the CITY, CONTRACTOR shall indemnify, defend, and hold harmless CITY for the payment of any employer and employee contributions for PERS benefits on behalf of the employee as well as for payment of any penalties and interest on such contributions which would otherwise be the responsibility of the CITY. CONTRACTOR's employees providing service under this Agreement shall not: (1) qualify for any compensation and benefit under PERS; (2) be entitled to any benefits under PERS; (3) enroll in PERS as an employee of CITY; (4) receive any employer contributions paid by CITY for PERS benefits; or (5) be entitled to any other PERS-related benefit that would accrue to a CITY employee. CONTRACTOR's employees hereby waive any claims to benefits or compensation described in this Section 16. This Section 16 applies to CONTRACTOR notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary. B. Limitation of CITY Liability. The payment made to CONTRACTOR under this Agreement shall be the full and complete ,compensation to which CONTRACTOR and CONTRACTOR's officers, employees, agents, and subcontractors are entitled for performance of any work under this Agreement. Neither CONTRACTOR nor CONTRACTOR's officers, employees, agents, and subcontractors are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to CITY employees. The CITY will not make any federal or state tax withholdings on behalf of CONTRACTOR. The CITY shall not be required to pay any workers' compensation insurance on behalf of CONTRACTOR. C. Indemnification for Employee Payments. CONTRACTOR agrees to defend and indemnify the CITY for any obligation, claim, suit, or demand for tax, retirement contribution including any contribution to PERS, social security, salary or wages, overtime payment, or workers' compensation payment which the CITY may be required to make on behalf of (1) CONTRACTOR, (2) any employee of CONTRACTOR, or (3) any employee of CONTRACTOR construed to be an employee of the CITY, for work performed under this Agreement. This is a continuing obligation that survives the termination of this Agreement. 17. WORKERS' COMPENSATION. The CONSULTANT shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Labor Code and all amendments thereto; and all similar State or federal acts or laws applicable; and shall indemnify, and hold harmless the CITY and its officers, employees, and volunteers from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or Standard Agreement Page 6 of 12 City of National City and Revised May 2019 WSP USA Inc. -7- recovered against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the CONSULTANT under this Agreement. 18. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONSULTANT(S), when applicable, to purchase and maintain throughout the term of this Agreement, the following insurance policies: A. Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of either $2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 umbrella policy, covering all bodily injury and property damage arising out of its operations, work, or performance under this Agreement. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". The "project" or "location" should be noted with specificity on an endorsement that shall be incorporated into the policy. D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONSULTANT's employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the CITY. Said endorsement shall be provided prior to commencement of work under this Agreement. If CONSULTANT has no employees subject to the California Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by CITY. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, officials, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY's Risk Manager, at the address listed in subsection G below, of cancellation or material change. F. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONSULTANT shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. G. The Certificate Holder for all policies of insurance required by this Section shall be: City of National City do Risk Manager 1243 National City Boulevard National City, CA 91950-4397 Standard Agreement Page 7 of 12 Revised May 2019 WSP USA Inc. -8- 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 breachof any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of - court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 20. TERMINATION. A. This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 60-day's written notice to the CONSULTANT. During said 60-day period the CONSULTANT shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by the CONSULTANT in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. Standard Agreement Page 8 of 12 City of National City and Revised May 2019 WSP USA Inc. -9- C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONSULTANT as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONSULTANT, whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONSULTANT shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONSULTANT's breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 7. E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONSULTANT; (2) a reorganization of the CONSULTANT for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONSULTANT. 21. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (iv) 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: Joe De La Garza Project Manager 401 B Street, Ste. 1650 San Diego, CA 92101 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 WSP USA Inc. -10- sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty-eight (48) hours by letter mailed or delivered as specified in this Section. 22. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONSULTANT shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the City of National City. The CONSULTANT also agrees not to specify any product, treatment, process or material for the project in which the CONSULTANT has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The CONSULTANT shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONSULTANT shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the CITY in which the CONSULTANT has a financial interest as defined in Government Code Section 87103. The CONSULTANT represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. The CONSULTANT shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONSULTANT shall file a Statement of Economic Interests with the City Clerk of the City of National City in a timely manner on forms which the CONSULTANT shall obtain from the City Clerk. The CONSULTANT shall be strictly liable to the CITY for all damages, costs or expenses the CITY may suffer by virtue of any violation of this Section 22 by the CONSULTANT. 23. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages rates apply.to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720, 1720.2, 1720.3, 1720.4, and 1771. Consultant is solely responsible to determine if State prevailing wage rates apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 24. ADMINISTRATIVE PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state, or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. Standard Agreement Page 10 of 12 City of National City and Revised May 2019 WSP USA Inc. -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 WSP USA Inc. -12- N. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY By: Alejandra Sotelo Solis, Mayor APPROVED AS TO FORM: Angil P. Morris -Jones City Attorney WSP USA INC., A NEW YORK CORPORATION (Corporation — signatures of two corporate officers required) By: 6:443e, (Name) Patti Boekamp (Print) Vice President/SD Area Manager (Title) By: fr/(44-- (Name) By: Victor Martinez Roberto M. Contreras Deputy City Attorney Standard Agreement Page 12 of 12 Revised May 2019 WSP USA Inc. (Print) Vice President (Title) City of National City and -13- WSP USA 401 B Street, Suite 1650 San Diego, CA 92101 T +1619-338-9376 F +1619-338-8123 www.wsp.com EXHIBIT A June 10, 2019 Robert Yano, P.E., Deputy City Engineer City of National City Engineering & Public Works Department 1243 National City Boulevard National City, CA 91950 Re: Qualifications for On -Call Project Support Services for National City's Capital Improvement Program (CIP) Dear Mr. Yano: The City of National City (City) is seeking local consultants to provide on -call project support services for National City's $70M Capital Improvement Program (CIP) for infrastructure, parks and facilities, and housing on a prequalified, on -call basis for a possible five-year period. As a corporation with over 30 years in San Diego County and a 60+ year presence in Southern California, WSP USA Inc. (WSP) has provided exactly these types of services throughout San Diego, Orange, Los Angeles, Riverside and San Bernardino counties. We would like to work with the City to meet your CIP needs as they arise over the next five years. Our team is proficient at supplementing in-house staff with local talent to help meet any task order request with precise scheduling, cost effectiveness, value-added services, and customer satisfaction. Responsiveness to City task orders is critical, since assignments usually have little lead time, can be short in duration, are high -priority, and/or require the consultant to proceed with minimal direction from City staff. WSP has the capability, capacity and experience to be responsive to such requests. We bring the City a full -service firm and local team with deep resources and a diversity of talent. TEAM STRUCTURED FOR AS -NEEDED CONTRACT RESPONSIVENESS As a leading engineering and professional services consulting firm, WSP has assembled a team with the right leadership, necessary expertise, knowledge of City requirements, and depth of resources to respond to all the City's task order needs under this contract. With more than 30 years of local project experience, WSP offers: Local Talent: Our project manager and the City's sole point of contact, Joe De La Garza, PE has more than 24 years of public works engineering and management experience, all in San Diego County. Joe has managed multidisciplinary teams and projects for numerous cities, counties, transportation authorities and Caltrans districts throughout Southern California. Joe has worked on projects for the City of National City and around San Diego county continuously throughout his career. Scheduling: WSP's local San Diego Office is staffed with over 67 civil engineers, traffic engineers, structural engineers, transportation -planners, environmental planners, land -use planners, construction management engineers and financial advisors. With 383 professionals in Southern California, WSP offers full -service local offices in San Diego, Orange, San Bernardino and Los Angeles. Supported by an extensive pool of resources, WSP has the depth of knowledge and range of expertise that will enable us to effectively and efficiently respond to the City's needs. Since we are a large firm with local offices, we can distribute and balance our staffing resources against the needs of multiple projects. This allows us the flexibility to quickly mobilize multiple disciplines and meet project requirements for both short- and long-term assignments. Cost Effective, Value -Added Services: Given that task order assignments can be somewhat unpredictable, our knowledge of the region, existing relationships with area stakeholders and local presence are invaluable to such contracts. Our local commitment and experience provide our team with great insight into the region's -14- NNSI) infrastructure and network, and will enable us to streamline the project development process to bring you value-added service. WSP understands the professional consulting services needed to support the City's CIP and potential challenges that might arise during various task assignments. Additionally, WSP has secured billions of dollars in discretionary local, state and federal grant funds through the application of sound project strategy development and grant writing support. Customer Satisfaction: WSP has a history of success with local projects, as well as Southern California on -call contracts, including: • SANDAG Architecture and Engineering On -Call Contract • NAVFAC IDIQ Contract • California State Park, Civil On -Call Contract • City of Anaheim On -Call Traffic Engineering Services • RCTC On -Call Grant Writing Services We look forward to the opportunity to work with the City of National City. WSP is eager to address the challenges and opportunities for this project, and we appreciate your consideration of our team. If you have any questions about our submittal during your evaluation process, please contact Joe De La Garza at (619) 507-0987 or joe.delagarza@ wsp.com. As the firm's area manager for San Diego County, located at 401 B Street, Suite 1650, San Diego, CA 92101, you have my commitment that our team will be available and support you through the resources of our global bench and the nearby resources of specialty subconsultants with whom we will partner to the City's ultimate benefit. Sincerely, WSP USA Inc. Patti Boekamp Area Manager -15- SECTION ONE Executive Summary As the City of National City (City) delivers its largest Capital Improvement Program (CIP) in recent history, the WSP team is poised to help you succeed! Our team is proficient at supplementing in-house staff with local talent to help meet any task order request with precise scheduling, cost effectiveness,value-added services and customer satisfaction. A significant portion of your CIP involves the design of transportation, parks and facilities, housing, and related infrastructure. Our local team recently completed environmental, planning and design of the region's largest infrastructure project — the Mid -Coast Corridor Transit Project —much of which involved on -call task order improvements. Our team can apply that broad technical knowledge and design delivery acumen to help you advance your program. INTEGRATED CAPABILITIES We foster collaboration in everything we do. WSP has a distinct history of success delivering on -call CIP task orders focused on rehabilitating and repairing city infrastructure and major transportation projects alike. No matter the scope, we view each project as a composite of independent, but interconnected, critical elements, and we apply a collaborative interdisciplinary approach to develop sustainable solutions. The Mid -Coast Project task orders, for instance, involved independent delivery of many roadways and bike facilities, structures, drainage and wet utilities, traffic signal and Americans with Disabilities Act (ADA) improvements, rail grade crossings and storm water quality measures. Understanding their complex interactions, however, is what led to successful federal funding and delivery. Table of Contents Executive Summary 1 Contact Information 3 Familiarity with Local Environment 4 Experience and Technical Competence 5 DEMONSTRATED EXPERIENCE In the Experience and Technical Competence section across the proposed disciplines, as well as on a variety of similarly complex on -call contracts. We understand there is a potentially vast range of needs the City may have at any time over the course of five years. WSP has proven able to leverage the expertise needed —whether locally, within the firm or with a subconsultant—to service any and all of your needs. SUCCESS MANAGEMENT We value our people and our reputation. We believe in delivering success to our clients and to the communities we serve. A driving factor that allows us to continuously meet project objectives is the early establishment of shared expectations with our clients. This is our basis for performance, and it is especially important on as -needed contracts where scopes vary, schedules are constrained and Grants Management 34 Financial Management and Accounting Systems 37 Appendices: Exceptions to this RFP Amendments to this RFQ Disadvantaged Business Enterprises (DBE) Resumes , the projects listed illustrate the breadth of our experience Integrated Capabilities Mentorship/ Equality Demonstrated Experience WSP's elements of success will help the City of National City meet its CIP objectives. San Diego Smart Success Management Empowered Innovators 1 Qualifications for On -Call Project Support Services for National City's Capital Improvement Program (CIP) -16- SECTION ONE I Executive Summary Delivering Success: Hector Avenue Storm Drain "WSP was very accommodating to our urgent request for the engineering design in order to repair a failed storm drain pipe on a very steep slope behind the property at 9109 Hector Ave. WSP provided us with several alternatives on how to repair our failed infrastructure in a very short period of time. It was a pleasure working with this firm as they always proceeded with extreme professionalism and expediency in order to accommodate all of our engineering requests. The completion of this emergency project was a success and WSP was a very integral part of our success." — Manuel Gonzalez, Associate Engineer - Civil, City of San Diego Public Works Department multiple projects must be managed concurrently. The Experience and Technical Competence section describes our approach, which facilitates scope refinement, schedule and budget adherence, precise design documents and cost estimates, and efficient response to bottlenecks, and helps us avoid duplicative or unnecessary work. NATIONAL CITY/SAN DIEGO SMART We are locally dedicated with international scale. Indeed, WSP is locally organized, focusing first and primarily on the communities we live and work in. We have been a part of the San Diego engineering industry for over 30 years, and WSP's 67 employees here know the local environment well. They have worked throughout the region on its infrastructure in its neighborhoods. They are deeply entrenched in the local professional industry and personally in their communities. Our eight specialty subconsultants are also all San Diego firms and likewise invested in their region. As discussed in the Knowledge and Understanding of the Local Environment section, we offer an in-depth knowledge of, and commitment to, the City of National City. EMPOWERED INNOVATORS We have an empowering culture and hold ourselves accountable. We are professionals and we are doers. As such, WSP empowers us to take charge of our client relationships, our teams and our projects, and innovate in all aspects of our work. This means we take personal ownership of, and accountability for, our performance. The team we have proposed, led by WSP Project Manager Joe De La Garza, PE, is introduced in the Experience and Technical Competence section. They are excited to foster collaborative relationships with City staff, and together advance creative project solutions. GRANTS MANAGEMENT We have proven industry experience in grant management services. In today's environment of limited local resources, new federal funding opportunities, and frequently changing rules and procedures, securing funds for infrastructure investments is challenging. As discussed in the Grants Management section, WSP has helped clients secure over $20.7 billion in federal grants for over 100 projects nationwide from a variety of discretionary programs, and nearly $3 billion from subsidized federal loan and credit assistance programs. MENTORSH I P/EQUALITY WSP takes equal opportunity hiring and contracting very seriously. From our company -wide initiative to become the first gender -balanced global consultancy to our deep local investment in the small and disadvantaged enterprise community, our team places a high priority on succeeding as a diverse and inclusive team. We introduce our four disadvantaged business enterprise (DBE) subconsultants in the Experience and Technical Competence section. We commit to meeting and exceeding the 6% DBE goal for this contract and providing our subconsultants important and meaningful roles. 2 Qualifications for On -Call Project Support Services for National City's Capital Improvement Program (CIP) -17- SECTION FOUR Experience and Technical Competence PROPOSED DISCIPLINES The WSP team proposed for this contract will provide • Civil Engineering • Structural Engineering • Mechanical Engineering • Electrical Engineering • Traffic Engineering • Traffic Signal Communications Infrastructure & Systems Integration • Traffic Data Collection • Transportation Planning • Architecture • Landscape Architecture • ADA Compliance and Universal Design • Geographic Information Systems (GIS) • Utility Design & Coordination • Land Surveying services for the following disciplines: ■ Geotechnical • Environmental Planning, Design & Engineering • Environmental Compliance • Construction Management & Inspections • Graphic Design/Web Design • Planning & Design • Community Outreach • Engineering & Project Management • Grants Management • Capital Needs Assessments & Asset Management • Building Department Support Services • Economic Development Services • Housing and Real Estate Development Services • Municipal Code Support Services • Fire Inspection Services Our tearr has planned and designed on -call projects for several local cities, the County of San Diego, the California Department of Transportation (Caltrans), the Port of San Diego, the San Diego Association of Governments (SANDAG), Naval Facilities Engineering Command (NAVFAC) Southwest and other interfacing agencies' specifications and requirements. We understand how to manage multi jurisdictional projects. STAFFING PLAN The successful client -consultant partnership is built on many things, but at the end of the day, it really comes down to people —those you want to collaborate and create with; those you call on because they will either know the answer or they will find out; and those who will get it done for you because they value your success. Our team is made up of those kinds of people. Upon request, WSP Project Manager Joe De La Garza, PE, will meet with the City's Project Manager to define project goals and objectives. Our task order process, as pictured to the right, demonstrates how Joe will assign the right core team led by a discipline -appropriate task lead who will remain on the project through its full life. The task lead will develop a list of project activities, deliverables and duration e : • Atscmb eTeam • 'Define Tasltawl Approach toScope ofV t - Preliminary Work Plan and Cost Proposal • Negotiate Task Order Prepare Prnied Mana9nrWit Plan • Prepare Civility Control Plan • Tassk Manger Responfibde for. - Scope, khedtk, Budget, and Qual4 Management Project Egig ion • Contract Administration • Quality Control • Project (wools • Performance Reporting • Risk Management tri _r nO.ir 1s1y `I • Conduct Closeout Meeting • financial Closeout • Technical Badaq/Reeords kdriring • Closeout Performance Assessment/ Lessons Leaned 5 Qualifications for On -Call Project Support Services for National City's Capital Improvement Program (CIP) -18- Local Assistance Procedures Manual EXHIBIT B Exhibit 10-H Cost Proposal EXHIBIT 10-H COST PROPOSAL SPECIFIC RATE OF COMPENSATION (USE FOR ON -CALL OR AS -NEEDED CONTRACTS) (CONSTRUCTION ENGINEERING AND INSPECTION CONTRACTS) J rk-ups are Not Allowed Consultant or Subconsultant WSP USA Inc. Fringe Benefit % (= 0% if Included in OH) BILLING INFORMATION Contract No. Overhead % + General Administration (= 0% if Included in OH) Date 150.00% Combined Indirect Cost Rate (ICR) % FEE%= CALCULATION INFORMATION 10.00% Name/Job Title/Classification' Hourly Billing Rates' Straight OT(1.5x) OT(2x) Effective date of hourly rate From To Actual or Avg. hourly rate' % or $ increase Hourly range - for classifications only Joe De La Garza $242.33 N/A N/A 1/1/2019 12/31/2019 ;SW 0.00% Not Applicable Senior Supervising Engineer $242.33 N/A N/A 1/1/2020 12/31/2020 $88.12 0.00% $242.33 N/A N/A 1/1/2021 12/31/2021 $88.12 0.00% $242.33 N/A N/A 1/1/2022 12/31/2022 $88 12 0.00% Patti Boekamp $330.55 N/A N/A 1/1/2019 12/31/2019 ., t 0.00% Not Applicable Senior Area Manager $330.55 N/A N/A 1/1/2020 12/31/2020 _ $120.20 0.00% $330.55 N/A N/A 1/1/2021 12/31/2021 $120.20 0.00% $330.55 N/A N/A 1/1/2022 12/31/2022 $120.20 0.00% Karen Kosup $268.40 N/A N/A 1/1/2019 12/31/2019 $97.60 0.00% Not Applicable Senior Engineering Manager $268.40 N/A N/A 1/1/2020 12/31/2020 $97.60 0.00% $268.40 N/A N/A 1/1/2021 12/31/2021 $97.60 0.00% $268.40 N/A N/A 1/1/2022 12/31/2022 $97.60 0.00% NirupaKannan $192.03 N/A N/A 1/1/2019 12/31/2019 ..'.':': ...' 0.00% Not Applicable Supervising Engineer $192.03 N/A N/A 1/1/2020 12/31/2020 $69.83 0.00% $192.03 N/A N/A 1/1/2021 12/31/2021 $69.83 0.00% $192.03 N/A N/A 1/1/2022 12/31/2022 $69.83 0.00% Tara Lake $237.99 N/A N/A I/1/2019 12/31/2019 $$0. $4 „ 0.00% Not Applicable Senior Supervising Planner $237.99 N/A N/A I/1/2020 12/31/2020 $86.54 0.00% $237.99 N/A N/A 1/1/2021 12/31/2021 $86.54 0.00% $237.99 N/A N/A 1/1/2022 12/31/2022 $86.54 0.00% Seth Torma $266.37 N/A N/A 1/1/2019 12/31/2019 , $96.16 0.00% Not Applicable Senior Planning Manager $266.37 N/A N/A 1/1/2020 12/31/2020 $96.86 0.00% $266.37 N/A N/A 1/1/2021 12/31/2021 $96.86 0.00% $266.37 N/A N/A 1/1/2022 12/31/2022 $96.86 0.00% Whitmore $236.03 N/A N/A 1/1/2019 12/31/2019 $85.83 0.00% Not Applicable ,._..._.....,pervising Planner $236.03 N/A N/A 1/1/2020 12/31/2020 $85.83 0.00% $236.03 $236.03 N/A N/A N/A N/A 1/1/2021 1/1/2022 12/31/2021 12/31/2022 $85.83 $85 83 0.00% 0.00% Nathan Johnson $307.92 N/A N/A 1/1/2019 12/31/2019 $111.97 0.00% Not Applicable Senior Engineering Manager $307.92 N/A N/A 1/1/2020 12/31/2020 $111.97 0.00% $307.92 N/A N/A 1/1/2021 12/31/2021 $111.97 0.00% $307.92 N/A N/A 1/1/2022 12/31/2022 $11197 0.00% Dante Valdez S162.55 N/A N/A 1/1/2019 12/31/2019 $59.11 0.00% Not Applicable Senior Engineer $162.55 N/A N/A 1/1/2020 12/31/2020 $59.11 0.00% $162.55 N/A N/A 1/1/2021 12/31/2021 $59.11 0.00% $162.55 N/A N/A 1/1/2022 12/31/2022 $59.11 0.00% Ryan Whipple $117.10 N/A N/A 1/1/2019 12/31/2019 ; $42.4$ 0.00% Not Applicable Senior Engineer $117.10 N/A N/A 1/1/2020 12/31/2020 $42.58 0.00% $117.10 N/A N/A 1/1/2021 12/31/2021 $42.58 0.00% $117.10 N/A N/A 1/1/2022 12/31/2022 $42.58 0.00% Pete Ruscitti $134.09 N/A N/A 1/1/2019 12/31/2019 :'.,' 4*76.,. 0.00% Not Applicable Lead Planner $134.09 N/A N/A I/1/2020 12/31/2020 $48.76 0.00% $134.09 N/A N/A 1/1/2021 12/31/2021 $48.76 0.00% $134.09 N/A N/A 1/1/2022 12/31/2022 $48.76 0.00% Tara Olsen 5211.61 N/A N/A I/1/2019 12/31/2019 _ 0,51,.:. ,,, , 0.00% Not Applicable Senior Supervising Engineer $211.61 N/A N/A 1/1/2020 12/31/2020 $76.95 0.00% S211.61 N/A N/A 1/1/2021 12/31/2021 S76.95 0.00% $211.61 N/A N/A 1/1/2022 12/31/2022 $76.95 0.00% Erich Flessner $191.73 N/A N/A 1/1/2019 12/31/2019 -:$68,T. , L 0.00% Not Applicable Senior Supervising Engineer $191.73 N/A N/A 1/1/2020 12/31/2020 $69.72 0.00% $191.73 N/A N/A 1/1/2021 12/31/2021 $69.72 0.00% $191.73 N/A N/A 1/1/2022 12/31/2022 $69.72 0.00% Steven Lewis $141.19 N/A N/A 1/1/2019 12/31/2019 S4.34 0.00% Not Applicable Senior Engineer $141.19 N/A N/A 1/1/2020 12/31/2020 $51.34 0.00% $220.00 N/A N/A 1/1/2021 12/31/2021 $80.00 0.00% $220.00 N/A N/A 1/1/2022 12/31/2022 $80.00 0.00% Moi Arzamendi $232.62 N/A N/A 1/1/2019 12/31/2019 $84.59 0.00% Not Applicable Senior Principal Technical Specialist $214.23 N/A N/A 1/1/2020 12/31/2020 $77.90 0.00% $214.23 N/A N/A 1/1/2021 12/31/2021 $77.90 0.00% $214.23 N/A N/A 1/1/2022 12/31/2022 $77.90 0.00% to Ivan $222.12 N/A N/A 1/1/2019 12/31/2019 $$0.77 0.00% Not Applicable Senior Supervising Engineer S222.12 N/A N/A 1/1/2020 12/31/2020 S80.77 0.00% $222.12 N/A N/A 1/1/2021 12/31/2021 $80.77 0.00% $222.12 N/A N/A 1/1/2022 12/31/2022 S80.77 0.00% Larry Shaw $283.88 N/A N/A 1/1/2019 12/31/2019 ', 5103,23, ,' _ 0.00% Not Applicable LPP 15-01 -19- January 14, 2015 Local Assistance Procedures Manual Exhibit 10-H Cost Proposal Note: Mark-ups are Not Allowed Consultant or Subconsultant Fringe Benefit % (= 0% if Included in OH) EXHIBIT 10-H COST PROPOSAL SPECIFIC RATE OF COMPENSATION (USE FOR ON -CALL OR AS -NEEDED CONTRACTS) (CONSTRUCTION ENGINEERING AND INSPECTION CONTRACTS) WSP USA Inc. Contract No. 9,0036 = 150.00% Date + Overhead % + General Administration % = Combined Indirect Cost Rate (ICR) % (= 0% if Included in OH) BILLING INFORMATION FEE %= CALCULATION INFORMATION 10.00% Name/Job Title/Classification Hourly Billing Rates' Straight OT 1.Sx OT(2x) B ( ) ( ) Effective date of hourly rate From To Actual or Avg. hourly rates % or $ increase Hourly range - for classifications only Staff Manager $283.88 N/A N/A 1/1/2020 12/31/2020 $103.23 0.00% $283.88 N/A N/A 1/1/2021 12/31/2021 $103.23 0.00% S283.88 N/A N/A 1/1/2022 12/31/2022 $103.23 0.00% John Loughran S223.14 N/A N/A 1/1/2019 12/31/2019 0.00% Not Applicable Senior Supervising Planner $223.14 N/A N/A 1/1/2020 12/31/2020 $81.14 0.00% $223.14 N/A - N/A 1/1/2021 12/31/2021 $81.14 0.00% $223.14 N/A N/A` 1/1/2022 12/31/2022 $81.14 0.00% Billy Hwang $229.71 N/A N/A 1/1/2019 12/31/2019 0.00% Not Applicable Principal Consultant I $229.71 N/A N/A 1/1/2020 12/31/2020 $83.53 0.00% $229.71 N/A N/A 1/1/2021 12/31/2021 $83.53 0.00% S229.71 N/A N/A 1/1/2022 12/31/2022 $83 53 0.00% Don Emerson $341.74 N/A N/A 1/1/2019 12/312019 , $124.27 0.00% Not Applicable Principal Consultant II S341.74 N/A N/A 1/1/2020 12/31/2020 $124.27 0.00% $341.74 N/A N/A 1/1/2021 12/31/2021 $124.27 0.00% S341.74 N/A N/A 1/1/2022 12/31/2022 $124.27 0.00% Doris Lee $178.50 N/A N/A 1/1/2019 12/31/2019 lirr 264.91 0.00% Not Applicable Consultant II S178.50 N/A N/A 1/1/2020 12/31/2020 $64.91 0.00% $178.50 N/A N/A 1/1/2021 12/31/2021 $64.91 0.00% $178.50 N/A N/A 1/1/2022 12/31/2022 $6491 0.00% Mark Briggs $350.19 N/A N/A. 1/1/2019 12/31/2019 S127.34 0.00% Not Applicable Principal Consultant III $350.19 N/A N/A 1/1/2020 12/31/2020 $127.34 0.00% $350.19 N/A N/A 1/12021 12/31/2021 $127.34 0.00% $350.19 N/A N/A 1/1/2022 12/31/2022 $127.34 0.00% Rob Hicks $214.64 N/A N/A 1/1/2019 12/31/2019 S78.05 0.00% Not Applicable Vice President $214.64 N/A N/A 1/1/2020 12/31/2020 $78.05 0.00% $214.64 N/A NIA 1/1/2021 12312021 $78.05 0.00% $214.64 N/A N/A 1/1/2022 12/31/2022 $78.05 0.00% Brandi Sinnott $117.98 N/A NiA 1/1/2019 12/31/2019 - ' 0.00% Not Applicable Senior Project Accountant $117.98 N/A N/A 1/1/2020 12/31/2020 $42.90 0.00% $117.98 N/A N/A 1/1/2021 12/31/2021 $42.90 0.00% S117.98 N/A N/A 1/1/2022 12/31/2022 $42.90 0.00% 1. Names and classifications of consultan (key staff) team members must be listed. Provide eparate sheets for prime and all subconsultant firms. 2. Billing rate = actual hourly rate • (I+ ICR) • (I+ Fee). Agreed upon billing rates are not adjustable for the term of contract. 3. For named employees enter the actual hourly rate. For classifications only, enter the Average Hourly Rate for that classification. NOTES: Denote all employees subject to prevailing wage with an asterisks (*) For Travel Costs: Will be determined once tasks are assigned to specific individuals and will be billed at cost LPP 15-01 -20- January 14, 2015 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 WSP USA, INC. On -Call Project Support Services — CIP Program Judith Hernandez (Engineering/Public Works) forwarded a duplicate original Agreement to WSP USA, Inc.