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HomeMy WebLinkAbout2020 CON D-Max Engineering - On-Call Project Support Services CIP ProgramC1.6cIy-SI AGREEMENT BETWEEN THE CITY OF NATIONAL CITY AND D-MAX ENGINEERING, INC. THIS AGREEMENT is entered into on this 15th day of September, 2020, between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and D-MAX ENGINEERING, INC., a 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 environmental engineering firm; and WHEREAS, based on evaluation of the CONSULTANT SOQ and interview, the CITY has determined that the CONSULTANT is qualified by experience and ability to perform the services desired by the CITY, and the CONSULTANT is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONSULTANT. The CITY agrees to engage the CONSULTANT to provide on -call CIP project support services for the CITY, and the CONSULTANT agrees to perform the services set forth here in accordance with all terms and conditions contained herein. The CONSULTANT represents that all services shall be performed directly by the CONSULTANT or under direct supervision of the CONSULTANT. 2. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on September 15, 2020. The duration of this Agreement is for the period of September 15, 2020 through September 14, 2023. 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, environmental compliance (includes regulatory permitting, compliance monitoring, inspeftions and reporting involving storm water, wastewater, air quality, hazaroud materials, and occupational health and safety). 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. The 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. Arsalan Dadkhah, Ph.D., PE, 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. In the event the CONSULTANT and the CITY cannot agree to the quality or acceptability of the Standard Agreement Page 2 of 12 City of National City and Revised May 2019 D-MAX Engineering, Inc. 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 D-MAX Engineering, 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 D-MAX Engineering, 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, the CONSULTANT agrees to defend, indemnify, and hold harmless the City of National City, its officers, officials, agents, employees, and volunteers against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONSULTANT's negligence, recklessness, or willful misconduct in the performance of this Agreement. CITY will cooperate reasonably in the defense of any action, and CONSULTANT shall employ competent counsel, reasonably acceptable to the City Attorney. Standard Agreement Page 5 of 12 City of National City and Revised May 2019 D-MAX Engineering, 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 D-MAX Engineering, 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 c/o Risk Manager 1243 National City Boulevard National City, CA 91950-4397 Standard Agreement Page 7 of 12 City of National City and Revised May 2019 D-MAX Engineering, Inc. 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. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONSULTANT as provided for herein. Standard Agreement Revised May 2019 Page 8 of 12 City of National City and D-MAX Engineering, Inc. 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: Roberto Yano 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: Arsalan Dadkhah, Ph.D., PE Principal D-MAX Engineering, Inc. 7220 Trade Street, Suite 119 San Diego, CA 92121 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 D-MAX Engineering, Inc. 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 Revised May 2019 Page 10 of 12 City of National City and D-MAX Engineering, 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 D-MAX Engineering, 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, ' ayor APPROVED AS TO FORM: Bv: wi •frgll '. torris 'ig , orney Standard Agreement Revised May 2019 D-MAX ENGINEERING, INC., A CORPORATION (Corporation — signatures of two corporate officers required) Page 12 of 12 (Name) Arsalan Dadkhah (Print) President (Title) John Quenzer (Print) Secretary (Title) City of National City and D-MAX Engineering, Inc. tbA EXHIBIT A D-MAx Engineering, Inc. Consultants in Water & Environmental Sciences w- - -- A ▪ -- - -O - - A V AAA June 10, 2019 Mr. Roberto Yano, P.E. Deputy City Engineer City of National City, Department of Engineering and Public Works 1243 National City Boulevard National City, CA 91950 Re: Request for Qualifications for On -Call Project Support Services for National City's Capital Improvement Program Dear Mr. Yano: In response to your Request for Qualifications (RFQ) dated May 1, 2019, D-MAx Engineering, Inc. (D-MAx) is pleased to submit this Statement of Qualifications (SOQ). We are proposing to assist the City of National City (City) with the following disciplines: Environmental Planning, Design & Engineering; Environmental Compliance; Grants Management; and Geographic Information Systems (GIS). Highlights of our qualifications are listed below. • D-MAx has over 20 years of experience with the City. We have acquired in-depth knowledge of the City's development and construction requirements, local businesses, drainage patterns and design, biological resources, and areas of particular concern to members of the community. Our experience results in higher quality and more cost effective work while requiring less City staff time to manage work assigned to us. • We have a proven track record of keeping the City in compliance with ever -changing environmental requirements and have established good relationships with regulators. • We have helped bring nearly $7 million in grant funding to the City for projects that improve water quality through Low Impact Development (LID) and are consistent with the City's vision for more walkable, smart growth communities. • National City is and will continue to be a top priority for D-MAx. Our key staff are committed to this project for the duration of the contract. We also have a proven record of completing emergency and unexpected tasks for the City on very short turn around. • The D-MAx team completes storm water, wastewater, and other environmental requirements for public agencies throughout Southern California and brings lessons learned from those projects and our relationships with regulatory agency staff to the City. • D-MAx is a small local business, which allows us to maintain low overhead and provide our clients with highly qualified environmental professionals at affordable rates. Our team also includes several specialized subconsultants, including four DBEs. In our years working with the City we have seen many excellent projects designed and delivered. We are excited to continue to work with the City to complete projects that improve environmental quality and overall quality of life for the community. We are confident that our familiarity with the City enables us to provide you with superior service at the best value. If you have any questions, please feel free to contact me at (858) 586-6600, extension 22. Sincerely, D-MAx Engineering, Inc. raddt, Arsalan Dadkhah, Ph.D., P.E., Principal 7220 Trade Street • Suite 119 • San Diego, CA 92121 • (858) 586-6600 • Fax (858) 586-6644 anwin AIM IM NMI WM OM NM AWN IM OM WY W — AAA Executive Summary D-Max Engineering, Inc. (D-MAx) has provided environmental consulting services to 20 Southern California municipalities, including the City of National City (City), since 1996. Our main areas of expertise are storm water and wastewater regulations, and we are very familiar with storm water and wastewater requirements and procedures both in the City of National City and the San Diego region. We have also included the following subconsultants on our team to ensure the City has access to a range of services as follows: W Action Research (DBE): Education and outreach services In Dudek: Planning and design, regulatory permitting, CEQA/NEPA, and hazardous materials services • Sampo Engineering, Inc. (DBE): Surveying services 8 SCST: Geotechnical engineering services • Minnali Engineering (DBE): Constructability reviews and cost estimation services West Coast Civil (DBE): Civil engineering and design services D-MAx is proposing on the following disciplines listed in the RFQ: Environmental Planning, Design & Engineering; Environmental Compliance; Grant Management; and Geographic Information Systems (GIS). D-MAx does not take any exceptions to the RFQ or the requirements stated within. We understand that no addenda have been issued for the RFQ. Familiarity with the Local Environment D-MAx draws upon its intimate knowledge of the City, its community, its long-range plans, and its hardships to develop and hone its approach to every task. We work to ensure all our actions, from selection of projects to include in grant applications, to interactions with developer or the business community, both support the City's best interests and reflect its goals. We have also worked with the City to identify cost -saving practices and continually work to streamline and modernize its programs and procedures. Experience and Technical Competence Mr. John Quenzer will be our project manager. He has served in this same role since 2006, and he has 15 years of experience working on projects for the City of National City. Together with his highly qualified and experienced Task Leads, supporting staff, and subcontractors, the D- MAX team has extensive experience across the selected disciplines. D-MAx has completed similar services for the City of National City and many other jurisdictions in the San Diego region over the past 23 years. Our qualifications in each discipline are summarized below. i Environmental Planning, Design & Engineering o Our team has completed numerous environmental documents in compliance with CEQA, NEPA, the federal Clean Water Act, the federal Endangered Species Act, California Fish and Wildlife Code, the National Historic Preservation Act, and other applicable statutes and regulations to support CIPs across the region and the State. o D-MAx has completed more than 950 water quality and drainage study reviews. We recognize that development is crucial for any municipality, and that need must be balanced with permit requirements, stand up to scrutiny from environmental groups, and serve the City's overall goals. o We have regularly prepared construction SWPPPs for City CIPs. SOQ for On -Call Project Support Services for National City's Capital Improvement Program Page 2 4 ▪ �▪ milIONINI OM -� - M A V -• - _11A o We have performed hydraulic and hydrologic evaluations for CIPs using modeling software such as Army Corps of Engineers' HEC-RAS, HEC-HMS, USEPA Storm Water Management Model (SWMM). o Our team includes a full set of firms needed to execute environmentally focused CIPs, including survey, geotechnical assessments, and preparing plans and specifications. ■ Environmental Compliance o D-MAx is recognized as a leader in San Diego region storm water program planning and implementation. We have written Jurisdictional Runoff Management Plans for over half the municipalities in San Diego County, have completed 190 water quality monitoring programs and over 40,000 inspections, and regularly represent our clients in audits and other negotiations with regulatory agencies. o D-MAx has provided wastewater inspections, Sanitary Sewer Management Plan updates, and sampling in response to the Sanitary Sewer Overflows. o Our team has experience performing biological monitoring, preparing restoration plans, and providing hazardous materials management, health risk assessments, hydrogeological investigations, Phase I and II environmental site assessments (ESAs), and contaminated site investigation and remediation. 8 Grants Management o Our team has contributed to successful grant applications totaling nearly $15 million for the cities of National City, La Mesa, Santee, and El Cajon. These grants have provided funding for projects that improve City assets, the environment, and the quality of life for City residents. o We have worked closely with our clients on project scopes, budgets, schedules, designs, reporting, and assessments, including effectiveness monitoring. o Our team includes an experienced construction manager to assess project feasibility and review cost estimates. This increases the likelihood of grant awards and helps the City successfully deliver the proposed projects on time and on budget. IN Geographic Information Systems (GIS) o Our team has provided our clients with a wide variety of data management, analysis, and mapping services, including web -based tools, to save time and budget. Financial Management and Accounting Systems Maintaining a modern, high quality financial management and accounting system is an important tool in providing good customer service. The systems used at D-MAx allow our project and task managers access to numerous reports on project billing and budget status on a near real-time basis, supporting a seamless partnership with our subconsultants and clients. Conclusions We are confident that our team's experience will enable us to support the City by providing prompt, quality, innovative, and cost-effective service in the areas of Environmental Planning, Engineering & Design; Environmental Compliance; Grants Management; and GIS. We have enjoyed working with the City of National City for more than two decades, and we would be honored to continue working with the City on this interesting project. SOO for On -Call Project Support Services for National City's Capital Improvement Program Page 3 EXHIBIT B Local Assistance Procedures Manual EXHIBIT 10-H2 Cost Proposal Note: Mark-ups are Not Allowed Consultant D-Max Engineering, Inc. EXHIBIT 10-112 COST PROPOSAL SPECIFIC RATE OF COMPENSATION (USE FOR ON -CALL OR AS -NEEDED CONTRACTS) (CONSTRUCTION ENGINEERING AND INSPECTION CONTRACTS) Q Prime Consultant ❑ Subconsultant 0 2nd Tier Subconsultant Project No. Contract No. Participation Amount $_ Date 9/4/2020 For Combined Rate Fringe Benefit % (37.27%) + General &Administrative % (112.68%) = 149.95% Combined ICR% OR For Home Office Rate For Field Office Rate Fringe Benefit % + General &Administrative % Fringe Benefit % + General &Administrative % Home Office ICR% Field Office ICR% Fee = 10.00% BILLING INFORMATION CALCULATION INFORMATION Name/Job Title/Classification' Hourly Billing Rates2 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 Word Processor $67.41 $101.12 $134.83 1/1/2020 12/31/2020 $24.52 $20.19 - $28.85 $69.44 $104.16 $138.87 1/1/2021 12/31/2021 3% $71.52 $107.28 $143.04 1/1/2022 12/31/2022 3% $73.67 $110.50 $147.33 1/1/2023 12/31/2023 3% Technician $70.06 $105.09 $140.12 1/1/2020 12/31/2020 $25.48 $22 12 - $28.85 $72.16 $108.24 $144.32 1/1/2021 12/31/2021 3% $74.32 $111.49 $148.65 1/1/2022 12/31/2022 3% $76.55 $114.83 $153.11 1/1/2023 12/31/2023 3% Page 1 of 5 January 2020 Local Assistance Procedures Manual EXHIBIT 10-H2 Cost Proposal Senior Technician $81.29 $83.73 $86.24 $88.83 $121.94 $125.60 $129.37 $133.25 $162.59 S167.47 $172.49 $177.66 I/1/2020 I/1/2021 I/1/2022 I/1/2023 12/31/2020 12/31/2021 12/31/2022 12/31/2023 $29.57 3% 3% 3% $25.48 - $33.65 Staff Scientist $92.20 $94.97 $97.81 $100.75 $138.30 $142.45 $146.72 $151.12 $184.40 $189.93 $195.63 $201.50 1/1/2020 1/1/2021 I/1/2022 I/1/2023 12/31/2020 12/31/2021 12/31/2022 12/31/2023 $33.53 3% 3% 3% $30.53 - $36.54 Staff Scientist II $105.09 $157.63 $210.17 I/1/2020 12/31/2020 $38.22 $35.58 - $40 87 $108.24 $162.36 $216.48 I/1/2021 12/31/2021 3% $111.49 $167.23 $222.97 1/1/2022 12/31/2022 3% $114.83 $172.25 $229.66 I/1/2023 12/31/2023 3% Assistant Project Scientist $120.29 $180.43 $240.58 I/1/2020 12/31/2020 $43.75 $39.42 - $48.08 $123.90 $185.85 $247.79 1/1/2021 12/31/2021 3% $127.61 $191.42 $255.23 1/1/2022 12/31/2022 3% $131.44 $197.16 $262.88 1/1/2023 12/31/2023 3% Project Scientist $137.47 $206.21 $274.95 1/1/2020 12/31/2020 $50.00 $42.31 - $57.69 $141.60 $212.40 $283.19 1/1/2021 12/31/2021 3% $145.84 $218.77 $291.69 I/1/2022 12/31/2022 3% $150.22 $225.33 $300.44 1/1/2023 12/31/2023 3% Senior Scientist $155.32 $232.98 $310.63 1/1/2020 12/31/2020 $56.49 $48.08 - $64.90 $159.98 $239.97 $319.95 1/1/2021 12/31/2021 3% $164.78 $247.16 $329.55 1/1/2022 12/31/2022 3% $169.72 $254.58 $339.44 1/1/2023 12/31/2023 3% Principal Scientist $188.36 $282.55 $376.73 1/1/2020 12/31/2020 $68.51 $62.50 - $74.52 $194.01 $291.02 $388.03 1/1/2021 12/31/2021 3% $199.84 $299.75 $399.67 1/1/2022 12/31/2022 3% $205.83 $308.75 $411.66 1/1/2023 12/31/2023 3% Page 2 of 5 January 2020 Local Assistance Procedures Manual EXHIBIT 10-H2 Cost Proposal Staff Engineer $98.81 $101.77 $104.83 $107.97 $148.21 $152.66 $157.24 $161.96 $197.62 $203.55 $209.65 $215.94 1/1/2020 1/1/2021 1/1/2022 1/1/2023 12/31/2020 12/31/2021 12/31/2022 12/31/2023 $35.94 3% 3% 3% $32.93 - $38.94 Staff Engineer II $111.70 $115.05 $118.50 $122.05 $167.54 $172.57 $177.75 $183.08 $223.39 $230.09 $237.00 $244.11 1/1/2020 1/1/2021 1/1/2022 I/1/2023 12/31/2020 12/31/2021 12/31/2022 12/31/2023 $40.63 3% 3% 3% $37.98 - $43.27 Assistant Project Engineer $130.20 $195.30 $260.40 1/1/2020 12/31/2020 $47.36 $41.83 - $52.88 $134.11 $20I.16 $268.22 I 1/1/2021 12/31/2021 3% $138.13 $207.20 $276.26 1/1/2022 12/31/2022 3% $142.28 $213.41 $284.55 1/1/2023 12/31/2023 3% Project Engineer $141.44 $212.16 $282.88 1/1/2020 12/31/2020 $51.44 $45.19 - $57.69 $145.68 $218.52 $291.36 1/1/2021 12/31/2021 3% $150.05 $225.08 $300.10 1/1/2022 12/31/2022 3% $154.55 $231.83 $309.11 1/1/2023 12/31/2023 3% Senior Engineer $161.93 $242.89 $323.85 1/1/2020 12/31/2020 $58.89 $50.48 - $67.31 $166.78 $250.18 $333.57 1/1/2021 12/31/2021 3% $171.79 $257.68 $343.58 1/1/2022 12/31/2022 3% $176.94 $265.41 $353.88 1/1/2023 12/31/2023 3% Principal Engineer $194.97 $292.46 $389.95 1/1/2020 12/31/2020 $70.91 $64.90 - $76.92 $200.82 $301.23 $401.64 1/1/2021 12/31/2021 3% $206.85 $310.27 $413.69 1/1/2022 12/31/2022 3% $213.05 $319.58 $426.10 1/1/2023 12/31/2023 3% NOTES: 1. Key personnel gag be marked with an asterisk (' and employees that are subject to prevailing wage requirements must be marked with two asterisks ("').All costs must comply with the Federal cost principles. Subconsultants will provide their own cost proposals. 2. The cost proposal format shall not be amended. 3. Billing rate = actual hourly rate * (1+ ICR) • (l+ Fee). Indirect cost rates shall be updated on an annual basis in accordance with the consultant's annual accounting period and established by a cognizant agency or accepted by Caltrans. All costs must comply with the Federal cost principles for reimbursement. 4. For named employees and key personnel enter the actual hourly rate. For classifications only, enter the Average Hourly Rate for that classification. Page 3 of 5 January 2020 Local Assistance Procedures Manual EXHIBIT 10-H2 Cost Proposal EXHIBIT 10-H2 COST PROPOSAL SPECIFIC RATE OF COMPENSATION (USE FOR ON -CALL OR AS -NEEDED CONTRACTS) (CONSTRUCTION ENGINEERING AND INSPECTION CONTRACTS) Consultant D-Max Engineering, Inc. El' Prime Consultant 0 Subconsultant Project No. Contract No. Date 8/31/2020 SCHEDULE OF OTHER DIRECT COST ITEMS (Add additional pages as necessary) Description of Item Quantity Unit Unit Cost Total Mileage Costs $ IRS rate $ Equipment Rental and Supplies $ Will be billed at cost. Estimated ODCs will be provided with task order scope/cost proposals as applicable. Permit Fees $ Plan Sheets $ Test $ Vehicle $ ultant Subconsultant 1: Subconsultant 2: Subconsultant 3: Subconsultant 4: Subconsultant 5: Note: Add additional pages if necessary. NOTES: I. List other direct cost items with estimated costs. These costs should be competitive in their respective industries and supported with appropriate documentation. 2. Proposed ODC items should be consistently billed regardless of client and contract type. 3. Items when incurred for the same purpose, in like circumstance, should not be included in any indirect cost pool or in the overhead rate. 4. Items such as special tooling, will be reimbursed at actual cost with supporting documentation (invoice). 5. Items listed above that would be considered "tools of the trade" are not reimbursable as other direct cost. 6. Travel related costs should be pre -approved by the contracting agency and shall not exceed current State Department of Personnel Administration rules. 7. If mileage is claimed, the rate should be properly supported by the consultant's calculation of their actual costs for company vehicles. In addition, the miles claimed should be supported by mileage logs. 8. If a consultant proposes rental costs for a vehicle, the company must demonstrate that this is its standard procedure for all of their contracts and that they do not own any vehicles that could be used for the same purpose. 9. The cost proposal format shall not be amended. All costs must comply with the Federal cost principles. 10. Add additional pages if necessary. I I. Subconsultants must provide their own cost proposals. Page 4 of 5 January 2020 Local Assistance Procedures Manual EXHIBIT 10-H2 Cost Proposal EXHIBIT 10-H2 COST PROPOSAL Certification of Direct Costs: I, the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the cost proposal(s) in this contract are actual, reasonable, allowable, and allocable to the contract in accordance with the contract terms and the following requirements: 1. Generally Accepted Accounting Principles (GAAP) 2. Terms and conditions of the contract 3. Title 23 United States Code Section 112 - Letting of Contracts 4. 48 Code of Federal Regulations Part 31 - Contract Cost Principles and Procedures 5. 23 Code of Federal Regulations Part 172 - Procurement, Management, and Administration of Engineering and Design Related Service 6. 48 Code of Federal Regulations Part 9904 - Cost Accounting Standards Board (when applicable) All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be retained in the project files and be in compliance with applicable federal and state requirements. Costs that are noncompliant with the federal and state requirements are not eligible for reimbursement. Prime Consultant or Subconsultant Certifying: Name: Arsalan Dadkhah Signature : 4S( Email: arsalan@dmaxinc.com Title *• President Date of Certification (mm/dd/yyyy): 09/4/2020 Phone Number: 858.586.6600 x 22 Address: 7220 Trade Street. Suite 119. San Diego. CA 92121 * An individual executive or financial officer of the consultant's or subconsultant's organization at a level no lower than a Vice President or a Chief Financial Officer, or equivalent, who has authority to represent the financial information utilized to establish the cost proposal for the contract. List services the consultant is providing under the proposed contract: Environmental Compliance (includes regulatory permitting, compliance monitoring, inspections and reporting involving storm water, wastewater, air quality, hazardous materials, and occupational health and safety) Page 5 of 5 January 2020 ACO OR CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 8/26/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Cavignac & Associates 450 B Street, Suite 1800 San Diego CA 92101 INSURED D-MAX Engineering, Inc. 7220 Trade Street, Suite 119 San Diego CA 92121 DMAXENG-01 CONTACT Certificate Department PHONE (A/C. No. Ext): 619-744-0574 E-MAIL ADDRESS: certificates@cavignac.com INSURER(S) AFFORDING COVERAGE FAX No): 619-234-8601 INSURER A : Travelers Property Casualty Company of America INSURER B : XL Specialty Company INSURER C : NAIC q 25674 37885 INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 409426340 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MMIDDYYY) /Y POLICY EXP (MM/DDIYYYY) LIMITS A X I COMMERCIAL GENERAL LIABILITY Y 6806H048517 1/1/2020 1/1/2021 i EACH OCCURRENCE $1.000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $1,000,000 X Contractual Liab MED EXP (Any one person) $10,000 X Separation of In PERSONAL 8 ADV INJURY $ 1,000,000 GEN'L AGGREGATE X LIMIT APPLIES JECT X PER: LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS-COMP/OPAGG $2.000,000 $ A AUTOMOBILE X X LIABILITY ANY AUTO ALL OWNED X SCHEDULED AUTOS AUTOSWNED Y BA8924L251 1/1/2020 1/1/2021 COMBINED SINGLE LIMIT (Ea accident) $ 1.000.000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY j err accident) DAMAGE $ $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ $ DED RETENTION $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? ❑ (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below NIA Y UB5P855873 1/24/2020 1/1/2021 X STATUTE• ERH E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 B Professional Liability DPR9953870 1/1/2020 1/1/2022 Each Claim $2.000,000 Aggregate $4,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if mo e space is requi ed) Additional Insured coverage applies to General Liability and Automobile Liability for The City of National City, its e ected officials, officers, agents, and employees per policy form. Waiver of subrogation applies to Workers Compensation per policy form. Professional Liability - Claims made form, defense costs included within limit. CERTIFICATE HOLDER CANCELLATION City of National City Insurance Compliance PO Box 100085 - HJ Duluth GA 30096 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2014/01) ©1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Policy #BA8924L251 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BROAD FORM NAMED INSURED B. BLANKET ADDITIONAL INSURED C. EMPLOYEE HIRED AUTO D. EMPLOYEES AS INSURED E. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS F. HIRED AUTO — LIMITED WORLDWIDE COV- ERAGE — INDEMNITY BASIS G. WAIVER OF DEDUCTIBLE — GLASS PROVISIONS A. BROAD FORM NAMED INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: Any organization you newly acquire or form dur- ing the policy period over which you maintain 50% or more ownership interest and that is not separately insured for Business Auto Coverage. Coverage under this provision is afforded only un- til the 180th day after you acquire or form the or- ganization or the end of the policy period, which- ever is earlier. B. BLANKET ADDITIONAL INSURED The following is added to Paragraph c. in A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an addi- tional insured is an "insured" for Covered Autos Liability Coverage, but only for damages to which CA T3 53 02 15 H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF USE — INCREASED LIMIT I. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT J. PERSONAL PROPERTY K. AIRBAGS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS M. BLANKET WAIVER OF SUBROGATION N. UNINTENTIONAL ERRORS OR OMISSIONS this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section II. C. EMPLOYEE HIRED AUTO 1. The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — COV- ERED AUTOS LIABILITY COVERAGE: An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in an "employee's" name, with your permission, while performing duties related to the conduct of your busi- ness. 2. The following replaces Paragraph b. in B.5., Other Insurance, of SECTION IV — BUSI- NESS AUTO CONDITIONS: b. For Hired Auto Physical Damage Cover- age, the following are deemed to be cov- ered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented by your "employee" under a contract in an "employee's" name, with your © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy #BA8924L251 COMMERCIAL AUTO permission, while performing duties related to the conduct of your busi- ness. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". D. EMPLOYEES AS INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: Any "employee" of yours is an "insured" while us- ing a covered "auto" you don't own, hire or borrow in your business or your personal affairs. E. SUPPLEMENTARY PAYMENTS —INCREASED LIMITS 1. The following replaces Paragraph A.2.a.(2), of SECTION II — COVERED AUTOS LIABIL- ITY COVERAGE: (2) Up to $3,000 for cost of bail bonds (in- cluding bonds for related traffic law viola- tions) required because of an "accident" we cover. We do not have to furnish these bonds. 2. The following replaces Paragraph A.2.a.(4), of SECTION II — COVERED AUTOS LIABIL- ITY COVERAGE: (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day be- cause of time off from work. F. HIRED AUTO — LIMITED WORLDWIDE COV- ERAGE — INDEMNITY BASIS The following replaces Subparagraph (5) in Para- graph B.7., Policy Period, Coverage Territory, of SECTION IV — BUSINESS AUTO CONDI- TIONS: (5) Anywhere in the world, except any country or jurisdiction while any trade sanction, em- bargo, or similar regulation imposed by the United States of America applies to and pro- hibits the transaction of business with or within such country or jurisdiction, for Cov- ered Autos Liability Coverage for any covered "auto" that you lease, hire, rent or borrow without a driver for a period of 30 days or less and that is not an "auto" you lease, hire, rent or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company) or members of their households. Page 2 of 4 (a) With respect to any claim made or "suit" brought outside the United States of America, the territories and possessions of the United States of America, Puerto Rico and Canada: (i) You must arrange to defend the "in- sured" against, and investigate or set- tle any such claim or "suit" and keep us advised of all proceedings and ac- tions. (ii) Neither you nor any other involved "insured" will make any settlement without our consent. (iii) We may, at our discretion, participate in defending the "insured" against, or in the settlement of, any claim or "suit". (iv) We will reimburse the "insured" for sums that the "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance applies, that the "in- sured" pays with our consent, but only up to the limit described in Para- graph C., Limits Of Insurance, of SECTION II — COVERED AUTOS LIABILITY COVERAGE. (v) We will reimburse the "insured" for the reasonable expenses incurred with our consent for your investiga- tion of such claims and your defense of the "insured" against any such "suit", but only up to and included within the limit described in Para- graph C., Limits Of Insurance, of SECTION II — COVERED AUTOS LIABILITY COVERAGE, and not in addition to such limit. Our duty to make such payments ends when we have used up the applicable limit of insurance in payments for damages, settlements or defense expenses. (b) This insurance is excess over any valid and collectible other insurance available to the "insured" whether primary, excess, contingent or on any other basis. (c) This insurance is not a substitute for re- quired or compulsory insurance in any country outside the United States, its ter- ritories and possessions, Puerto Rico and Canada. © 2015 The Travelers Indemnity Company. All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy #BA8924L251 You agree to maintain all required or compulsory insurance in any such coun- try up to the minimum limits required by local law. Your failure to comply with compulsory insurance requirements will not invalidate the coverage afforded by this policy, but we will only be liable to the same extent we would have been liable had you complied with the compulsory in- surance requirements. (d) It is understood that we are not an admit- ted or authorized insurer outside the United States of America, its territories and possessions, Puerto Rico and Can- ada. We assume no responsibility for the furnishing of certificates of insurance, or for compliance in any way with the laws of other countries relating to insurance. G. WAIVER OF DEDUCTIBLE — GLASS The following is added to Paragraph D., Deducti- ble, of SECTION III — PHYSICAL DAMAGE COVERAGE: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF USE — INCREASED LIMIT The following replaces the last sentence of Para- graph A.4.b., Loss Of Use Expenses, of SEC- TION III — PHYSICAL DAMAGE COVERAGE: However, the most we will pay for any expenses for loss of use is $65 per day, to a maximum of $750 for any one "accident'. I. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT The following replaces the first sentence in Para- graph A.4.a., Transportation Expenses, of SECTION III — PHYSICAL DAMAGE COVER- AGE: We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense in- curred by you because of the total theft of a cov- ered "auto" of the private passenger type. J. PERSONAL PROPERTY The following is added to Paragraph A.4., Cover- age Extensions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Personal Property We will pay up to $400 for "loss" to wearing ap- parel and other personal property which is: (1) Owned by an "insured"; and CA T3 53 02 15 COMMERCIAL AUTO (2) In or on your covered "auto". This coverage applies only in the event of a total theft of your covered "auto". No deductibles apply to this Personal Property coverage. K. AIRBAGS The following is added to Paragraph B.3., Exclu- sions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to "loss" to one or more airbags in a covered "auto" you own that in- flate due to a cause other than a cause of "loss" set forth in Paragraphs A.1.b. and A.1.c., but only: a. If that "auto" is a covered "auto" for Compre- hensive Coverage under this policy; b. The airbags are not covered under any war- ranty; and c. The airbags were not intentionally inflated. We will pay up to a maximum of $1,000 for any one "loss". L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS The following is added to Paragraph A.2.a., of SECTION IV — BUSINESS AUTO CONDITIONS: Your duty to give us or our authorized representa- tive prompt notice of the "accident" or "loss" ap- plies only when the "accident" or "loss" is known to: (a) You (if you are an individual); (b) A partner (if you are a partnership); (c) A member (if you are a limited liability com- pany); (d) An executive officer, director or insurance manager (if you are a corporation or other or- ganization); or (e) Any "employee" authorized by you to give no- tice of the "accident" or "loss". M. BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.5., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — BUSINESS AUTO CONDI- TIONS: 5. Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the ex- tent required of you by a written contract signed and executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of operations contemplated by © 2015 The Travelers Indemnity Company. All rights reserved. Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy #BA8924L251 COMMERCIAL AUTO such contract. The waiver applies only to the person or organization designated in such contract. N. UNINTENTIONAL ERRORS OR OMISSIONS The following is added to Paragraph B.2., Con- cealment, Misrepresentation, Or Fraud, of SECTION IV — BUSINESS AUTO CONDITIONS: The unintentional omission of, or unintentional error in, any information given by you shall not prejudice your rights under this insurance. How- ever this provision does not affect our right to col- lect additional premium or exercise our right of cancellation or non -renewal. Page 4 of 4 © 2015 The Travelers Indemnity Company. All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance Services Office, Inc. with its permission. GENERAL PURPOSE ENDORSEMENT POLICY NUMBER: 680-6H048517-20-47 OFFICE PAC ISSUE DATE: 09/05/2019 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG2037 (07-04) - ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS -COMPLETED OPERATIONS THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE NAMES OF ADDITIONAL INSURED PERSON(S) OR ORGANIZATION(S): Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part for "bodily injury" or "property damage" included in the products -completed operations hazard, provided that such contract was signed by you before, and is in effect when, the "bodily injury or "property damage" occurs LOCATION AND DESCRIPTION OF COMPLETED OPERATIONS:Any project to which a written contract with the Additional Insured Person(s) or Organization(s) in the Schedule applies. (INFORMATION REQUIRED TO COMPLETE THIS SCHEDULE, IF NOT SHOWN ABOVE, WILL BE SHOWN IN THE DECLARATIONS.) A. SECTION II - WHO IS AN INSURED IS AMENDED TO INCLUDE AS AN ADDITIONAL INSURED THE PERSON(S) OR ORGANIZATION(S) SHOWN IN THE SCHEDULE, BUT ONLY WITH RESPECT TO LIABILITY FOR "BODILY INJURY", "PROPERTY DAMAGE" CAUSED, IN WHOLE OR IN PART, BY "YOUR WORK" AT THE LOCATION DESIGNATED AND DESCRIBED IN THE SCHEDULE OF THIS ENDORSEMENT PERFORMED FOR THAT ADDITIONAL INSURED AND INCLUDED IN THE "PRODUCTS -COMPLETED OPERATIONS HAZARD". CG20370704 CG T8 02 01 20 Page 1 of 2 GENERAL PURPOSE ENDORSEMENT POLICY NUMBER: 680-6H048517-20-47 OFFICE PAC ISSUE DATE: 09/05/2019 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG2037 (07-04) - ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: Copyright ISO Properties, Inc. 2004 CG T8 02 01 20 Page 2 of 2 GENERAL PURPOSE ENDORSEMENT POLICY NUMBER: 680-6H048517-20-47 OFFICE PAC ISSUE DATE: 09/05/2019 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CGD361 (03-05) - ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE NAMES OF ADDITIONAL INSURED PERSON(S) OR ORGANIZATION(S): Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part, provided that such written contract was signed by you before,and is in effect when, the "bodily injury" or "property damage" occurs or the "personal injury" or "advertising injury" offense is committed and; LOCATION OF COVERED OPERATIONS: Any project to which a written contract with the Additional Insured Person(s) or Organization(s) in the Schedule applies. (INFORMATION REQUIRED TO COMPLETE THIS SCHEDULE, IF NOT SHOWN ABOVE, WILL BE SHOWN IN THE DECLARATIONS.) A. SECTION II - WHO IS AN INSURED IS AMENDED TO INCLUDE AS AN ADDITIONALINSURED THE PERSON(S) OR ORGANIZATION(S) SHOWN IN THE SCHEDULE, BUT ONLY WITH RESPECT TO LIABILITY FOR "BODILY INJURY", "PROPERTY DAMAGE", PERSONAL INJURY OR "ADVERTISING INJURY" CAUSED, IN WHOLE OR IN PART, BY: 1. YOUR ACTS OR OMISSIONS; OR 2. THE ACTS OR OMISSIONS OF THOSE ACTING ON YOUR BEHALF; IN THE PERFORMANCE OF YOUR ONGOING OPERATIONS FOR THE ADDITIONAL INSURED(S) AT THE LOCATION(S) DESIGNATED ABOVE. B. WITH RESPECT TO THE INSURANCE AFFORDED TO THESE ADDITIONAL INSURED, CG T8 01 01 20 Page 1 of 2 GENERAL PURPOSE ENDORSEMENT POLICY NUMBER: 680-6H048517-20-47 OFFICE PAC ISSUE DATE: 09/05/2019 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CGD361 (03-05) - ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: THE FOLLOWING ADDITIONAL EXCLUSIONS APPLY:THIS INSURED DOES NOT APPLY TO "BODILY INJURY" OR "PROPERTY DAMAGE" OCCURRING, OR "PERSONAL INJURY" OR "ADVERTISING INJURY" ARISING OUT OF AN OFFENSE COMMITTED, AFTER: 1. ALL WORK, INCLUDING MATERIALS, PARTS OR EQUIPMENT FURNISHED IN CONNECTION WITH SUCH WORK, ON THE PROJECT (OTHER THAN SERVICE, MAINTENANCE OR REPAIRS) TO BE PERFORMED BY OR ON BEHALF OF THE ADDITIONAL INSURED(S) AT THE LOCATION OF THE COVERED OPERATIONS HAS BEEN COMPLETED; OR 2. THAT PORTION OF "YOUR WORK" OUT OF WHICH THE INJURY OR DAMAGE ARISES HAS BEEN PUT TO ITS INTENDED USE BY ANY PERSON OR ORGANIZATION OTHER THAN ANOTHER CONTRACTOR OR SUBCONTRACTOR ENGAGED IN PERFORMING OPERATIONS FOR A PRINCIPAL AS A PART OF THE SAME PROJECT. CGD3610305 Copyright 2005 The St. Paul Travelers Companies, Inc. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. CG T8 01 01 20 Page 2 of 2 Policy Number: 6806H048517 COMMERCIAL GENERAL LIABILITY c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. d. Primary And Non -Contributory Insurance If Required By Written Contract If you specifically agree in a written contract or agreement that the insurance afforded to an insured under this Coverage Part must apply on a primary basis, or a primary and non- contributory basis, this insurance is primary to other insurance that is available to such insured which covers such insured as a named insured, and we will not share with that other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal and advertising injury" for which coverage is sought is caused by an offense that is committed; subsequent to the signing of that contract or agreement by you. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations. The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V — DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding websites, only that part of a website that is about your goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. Page 16 of 21 © 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy Number: 6806H048517 occupational therapist or occupational therapy assistant, physical therapist or speech -language pathologist; or (b) First aid or "Good Samaritan services" by any of your "employees" or "volunteer workers", other than an employed or volunteer doctor. Any such "employees" or "volunteer workers" providing or failing to provide first aid or "Good Samaritan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing duties related to the conduct of your business. 3. The following replaces the last sentence of Paragraph 5. of SECTION III — LIMITS OF INSURANCE: For the purposes of determining the applicable Each Occurrence Limit, all related acts or omissions committed in providing or failing to provide "incidental medical services", first aid or "Good Samaritan services" to any one person will be deemed to be one "occurrence". 4. The following exclusion is added to Paragraph 2., Exclusions, of SECTION I — COVERAGES — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE LIABILITY: Sale Of Pharmaceuticals "Bodily injury" or "property damage" arising out of the violation of a penal statute or ordinance relating to the sale of pharmaceuticals committed by, or with the knowledge or consent of the insured. 5. The following is added to the DEFINITIONS Section: "Incidental medical services" means: a. Medical, surgical, dental, laboratory, x- ray or nursing service or treatment, advice or instruction, or the related furnishing of food or beverages; or b. The furnishing or dispensing of drugs or medical, dental, or surgical supplies or appliances. 6. The following is added to Paragraph 4.b., Excess Insurance, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: This insurance is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, CG D3 79 02 19 COMMERCIAL GENERAL LIABILITY that is available to any of your "employees" for "bodily injury" that arises out of providing or failing to provide "incidental medical services" to any person to the extent not subject to Paragraph 2.a.(1) of Section II — Who Is An Insured. K. MEDICAL PAYMENTS — INCREASED LIMIT The following replaces Paragraph 7. of SECTION III — LIMITS OF INSURANCE: 7. Subject to Paragraph 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person, and will be the higher of: a. $10,000; or b. The amount shown in the Declarations of this Coverage Part for Medical Expense Limit. L. AMENDMENT OF EXCESS INSURANCE CONDITION — PROFESSIONAL LIABILITY The following is added to Paragraph 4.b., Excess Insurance, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis, that is Professional Liability or similar coverage, to the extent the loss is not subject to the professional services exclusion of Coverage A or Coverage B. M. BLANKET WAIVER OF SUBROGATION — WHEN REQUIRED BY WRITTEN CONTRACT OR AGREEMENT The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: If the insured has agreed in a written contract or agreement to waive that insured's right of recovery against any person or organization, we waive our right of recovery against such person or organization, but only for payments we make because of: a. "Bodily injury" or "property damage" that occurs; or b. "Personal and advertising injury" caused by an offense that is committed; subsequent to the signing of that contract or agreement. © 2017 The Travelers Indemnity Company. All rights reserved. Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. TRAVELERS J ONE TOWER SQUARE HARTFORD CT 06183 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76 ( A) - 001 POLICY NUMBER: UB-5P855873 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA (BLANKET WAIVER) 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. The additional premium for this endorsement shall be 2.00 % of the California workers' compensation pre- mium. Person or Organization ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. Schedule Job Description ENGINEERS PLAN This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 01/24/2020 Policy No. UB5P855873 Endorsement No. Insured Premium Insurance Company Countersigned by DATE OF ISSUE: 01-27-20 ST ASSIGN: Page 1 of 1 RESOLUTION NO. 2020 - 175 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY, 1) AUTHORIZING THE MAYOR TO EXECUTE A THREE-YEAR AGREEMENT WITH D- MAX ENGINEERING, 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, ENVIRONMENTAL COMPLIANCE (INCLUDES REGULATORY PERMITTING, COMPLIANCE MONITORING, INSPECTIONS AND REPORTING INVOLVING STORM WATER, WASTEWATER, AIR QUALITY, HAZARDOUS MATERIALS, AND OCCUPATIONAL HEALTH AND SAFETY); 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 ("City") 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 their SOQ, interview, qualifications, and past performance, staff recommends executing a three-year Agreement with D-MAX Engineering Inc. with the option to extend for two, one (1) year extensions 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, environmental compliance (includes regulatory permitting, compliance monitoring, inspections and reporting involving storm water, wastewater, air quality, hazardous materials, and occupational health and safety); and Resolution No. 2020 - 175 Page Two WHEREAS, City 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 D-MAX Engineering Inc. with the option to extend for two, one (1) year extensions 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, environmental compliance (includes regulatory permitting, compliance monitoring, inspections and reporting involving storm water, wastewater, air quality, hazardous materials, and occupational health and safety). 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 15th day of September, 2020. A eja . ra S elo-S: is, Mayor ATTEST: Michael R. Dall , City Clerk APPROVED AS TO FORM: Angilr s-Jones, Passed and adopted by the Council of the City of National City, California, on September 15, 2020 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 BY: Mayor of the City of National City, California MICHAEL R. DALLA City Clerk of the City of National City, California Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2020-175 of the City of National City, California, passed and adopted by the Council of said City on September 15, 2020. ...,(,,t/L4.1AP C erk of the City of �J City ational City, California By: Deputy CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT C,2ocut -51 I MEETING DATE: September 15, 2020 AGENDA ITEM NO.: 10 EM TITLE: Resolution of the City Council of the City of National City, 1) authorizing the Mayor to execute a three-year Agreement with D-MAX Engineering, 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, environmental compliance (includes regulatory permitting, compliance monitoring, inspections and reporting involving storm water, wastewater, air quality, hazardous materials, and occupational health and safety); and 2) authorizing the City Manager to execute any project -specific supplemental agreements, as may be required for grant funded projects. PREPARED BY: Tirza Gonzales, Management Analyst II DEPARTMENT: Engi g Public Works PHONE: 619-336-4318 APPROVED BY: EXPLANATION: See staff report. FINANCIAL STATEMENT: APPROVED: G,(`; FINANCE ACCOUNT NO. APPROVED: MIS Funds are appropriated in various CIP accounts for FY 2021; funding for subsequent fiscal years is dependent on future CIP appropriations as part of annual budget and/or future grant awards ENVIRONMENTAL REVIEW: This is not a project and, therefore, not subject to environmental review. ORDINANCE: INTRODUCTION FINAL ADOPTION I 1 STAFF RECOMMENDATION: Adopt Resolution executing an Agreement with D-MAX Engineering, 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: -TACHMENTS: Explanation 2. Agreement 3. Resolution A4to - )7S Explanation: National City's Capital Improvement Program (CIP) estimates approximately $80 million in capital needs over the next five years. Projects include, for example, corridor enhancements for traffic calming, pedestrian / bicycle safety (including Americans with Disabilities Act compliance) and smart growth redevelopment; road diets and complete streets; safe routes to school; traffic signal modifications; new street lights; sewer replacement and upsizing; storm drain improvements and implementation of Low - Impact Development (LID) measures for treatment of urban storm water runoff; drought tolerant landscaping; facilities improvements; and park amenities. In order to successfully design, manage, and construct these projects, the Engineering & Public Works Department advertised a Request for Qualifications (RFQ) for various engineering, architectural, and construction support services on May 1, 2019. Additional services requested via the RFQ include, for example, plan and map reviews, preparation of plat and legal descriptions, sewer system management and financial administration, housing and real estate development services, Building Department support services, and environmental compliance involving storm water, wastewater and hazardous materials. The RFQ was advertised on the City's website, published in the San Diego Union Tribune, e-mailed to over 100 professional consulting firms, and also advertised on PlanetBids where over 400 firms were notified. Additionally, the City hosted an Information Session regarding the RFQ process on May 14, 2019 at the MLK Jr. Community Center, which was attended by over 100 people. The Department received 71 Statement of Qualifications (SOQs) from various firms by the June 10, 2019 deadline. Copies of the SOQs received are available in the Office of the City Engineer. Based on the strength of their SOQ, interview, and past performance, staff recommends executing a three-year Agreement (with the option to extend for two, one year extensions) with D-MAX Engineering 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, environmental compliance (includes regulatory permitting, compliance monitoring, inspections and reporting involving storm water, wastewater, air quality, hazardous materials, and occupational health and safety). 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 D-MAX ENGINEERING, INC. THIS AGREEMENT is entered into on this 15t'' day of September, 2020, between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and D-MAX ENGINEERING, INC., a 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 environmental engineering firm; and WHEREAS, based on evaluation of the CONSULTANT SOQ and interview, the CITY has determined that the CONSULTANT is qualified by experience and ability to perform the services desired by the CITY, and the CONSULTANT is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONSULTANT. The CITY agrees to engage the CONSULTANT to provide on -call CIP project support services for the CITY, and the CONSULTANT agrees to perform the services set forth here in accordance with all terms and conditions contained herein. The CONSULTANT represents that all services shall be performed directly by the CONSULTANT or under direct supervision of the CONSULTANT. 2. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on September 15, 2020. The duration of this Agreement is for the period of September 15, 2020 through September 14, 2023. 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, environmental compliance (includes regulatory permitting, compliance monitoring, inspeftions and reporting involving storm water, wastewater, air quality, hazaroud materials, and occupational health and safety). 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. The 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. Arsalan Dadkhah, Ph.D., PE, 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. In -the -event -the --CONSULTANT and the CITY cannotagree-tothe-quality-or-acceptability-of the Standard Agreement Page 2of12 City of National City and Revised May 2019 D-MAX Engineering, Inc. -3- 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 D-MAX Engineering, Inc. -4- CONSULTANT with its SUBCONSULTANT(S) shall require the SUBCONSULTANT(S) to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CITY, nor its officers, agents, or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANT's employees, except as set forth in this Agreement. The CONSULTANT, or the CONSULTANT's agents, servants, or employees are not in any manner agents, servants, or employees of the CITY. The CONSULTANT and its agents, servants, and employees are wholly independent from the CITY and CONSULTANT's obligations to the CITY are solely prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, in the performance of the services to be provided herein, shall comply with all applicable state and federal statutes and regulations, and all applicable ordinances, rules, and regulations of the City of National City, whether now in force or subsequently enacted. The CONSULTANT and each of its SUBCONSULTANT(S), shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. CONSULTANT must promptly produce a copy of any such license, permit, or approval to CITY upon request. The CONSULTANT represents and covenants that the CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONSULTANT to practice its profession. 12. STANDARD OF CARE. A. The CONSULTANT, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONSULTANT's trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT's employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this Agreement, the CONSULTANT warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONSULTANT's professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONSULTANT to use due diligence under this sub -section will render the CONSULTANT liable to the CITY for any increased costs that result from the CITY's later inability to obtain the specified items or any Standard Agreement Page 4 of 12 City of National City and Revised May 2019 D-MAX Engineering, Inc. -5- reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONSULTANT shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 14, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONSULTANT, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONSULTANT without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONSULTANT shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. CONSULTANT shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 15. 15. INDEMNIFICATION AND HOLD HARMLESS. To the maximum extent provided by law, the CONSULTANT agrees to defend, indemnify, and hold harmless the City of National City, its officers, officials, agents, employees, and volunteers against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONSULTANT's negligence, recklessness, or willful misconduct in the performance of this Agreement. CITY will cooperate reasonably in the defense of any action, and CONSULTANT shall employ competent counsel, reasonably acceptable to the City Attorney. Standard Agreement Page 5 of 12 City of National City and Revised May 2019 D-MAX Engineering, 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 D-MAX Engineering, 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: Standard Agreement City of National City c/o Risk Manager 1243 National City Boulevard National C'ty, CA 91950-439' Page 7 of 12 City of National City and Revised May 2019 D-MAX Engineering, Inc. -8- H. Insurance shall be written with only insurers authorized to conduct business in California that hold a current policy holder's alphabetic and financial size category rating of not less than A:VII according to the current Best's Key Rating Guide, or a company of equal financial stability that is approved by the CITY's Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent List of Approved Surplus Line Insurers ("LASLI") and otherwise meet rating requirements. I. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY's Risk Manager. If the CONSULTANT does not keep all insurance policies required by this Section 18 in full force and effect at all times during the term of this Agreement, the CITY may treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. J. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. CITY reserves the right to modify the insurance requirements of this Section 18, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. K. If the CONSULTANT maintains broader coverage or higher limits (or both) than the minimum limits shown above, the CITY shall be entitled to the broader coverage or higher limits (or both) maintained by the CONSULTANT. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY. 19. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of - court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 20. TERMINATION. A. This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 60-day's written notice to the CONSULTANT. During said 60-day period the CONSULTANT shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by the CONSULTANT in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONSULTANT as provided for herein. Standard Agreement Page 8 of 12 City of National City and Revised May 2019 D-MAX Engineering, Inc. -9- 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: Roberto Yano 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: Arsalan Dadkhah, Ph.D., PE Principal D-MAX Engineering, Inc. 7220 Trade Street, Suite 119 San Diego, CA 92121 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 D-MAX Engineering, 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 D-MAX Engineering, 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 D-MAX Engineering, 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: By: Angil P. Morris -Jones City Attorney Standard Agreement Page 12 of 12 D-MAX ENGINEERING, INC., A CORPORATION (Corporation — signatures of two corporate officers required) By: &ddL 441 (Name) Arsalan Dadkhah (Print) President (Title) By: ,ffiain John Quenzer (Print) Secretary (Title) City of National City and Revised May 2019 D-MAX Engineering, Inc. -13- EXHIBIT A D-MAx Engineering, Inc. Consultants in Water & Environmental Sciences I NM -AM == -• I M A V �• AAA June 10, 2019 Mr. Roberto Yano, P.E. Deputy City Engineer City of National City, Department of Engineering and Public Works 1243 National City Boulevard National City, CA 91950 Re: Request for Qualifications for On -Call Project Support Services for National City's Capital Improvement Program Dear Mr. Yano: In response to your Request for Qualifications (RFQ) dated May 1, 2019, D-MAx Engineering, Inc. (D-MAx) is pleased to submit this Statement of Qualifications (SOQ). We are proposing to assist the City of National City (City) with the following disciplines: Environmental Planning, Design & Engineering; Environmental Compliance; Grants Management; and Geographic Information Systems (GIS). Highlights of our qualifications are listed below. • D-MAx has over 20 years of experience with the City. We have acquired in-depth knowledge of the City's development and construction requirements, local businesses, drainage patterns and design, biological resources, and areas of particular concern to members of the community. Our experience results in higher quality and more cost effective work while requiring less City staff time to manage work assigned to us. • We have a proven track record of keeping the City in compliance with ever -changing environmental requirements and have established good relationships with regulators. • We have helped bring nearly $7 million in grant funding to the City for projects that improve water quality through Low Impact Development (LID) and are consistent with the City's vision for more walkable, smart growth communities. • National City is and will continue to be a top priority for D-MAx. Our key staff are committed to this project for the duration of the contract. We also have a proven record of completing emergency and unexpected tasks for the City on very short turn around. • The D-MAx team completes storm water, wastewater, and other environmental requirements for public agencies throughout Southern California and brings lessons learned from those projects and our relationships with regulatory agency staff to the City. • D-MAx is a small local business, which allows us to maintain low overhead and provide our clients with highly qualified environmental professionals at affordable rates. Our team also includes several specialized subconsultants, including four DBEs. In our years working with the City we have seen many excellent projects designed and delivered. We are excited to continue to work with the City to complete projects that improve environmental quality and overall quality of life for the community. We are confident that our familiarity with the City enables us to provide you with superior service at the best value. If you have any questions, please feel free to contact me at (858) 586-6600, extension 22. Sincerely, D-MAx Engineering, Inc. Arsalan Dadkhah, Ph.D., P.E., Principal 7220 Trade Street • Suite 119 • San Diego, CA 92121 • (858) 586-6600 • Fax (858) 586-6644 -14- wl MO IMM• mmlk sow - /e MI �INN IOW Executive Summary D-Max Engineering, Inc. (D-MAx) has provided environmental consulting services to 20 Southern California municipalities, including the City of National City (City), since 1996. Our main areas of expertise are storm water and wastewater regulations, and we are very familiar with storm water and wastewater requirements and procedures both in the City of National City and the San Diego region. We have also included the following subconsultants on our team to ensure the City has access to a range of services as follows: • Action Research (DBE): Education and outreach services I Dudek: Planning and design, regulatory permitting, CEQA/NEPA, and hazardous materials services ■ Sampo Engineering, Inc. (DBE): Surveying services ■ SCST: Geotechnical engineering services • Minnali Engineering (DBE): Constructability reviews and cost estimation services • West Coast Civil (DBE): Civil engineering and design services D-MAx is proposing on the following disciplines listed in the RFQ: Environmental Planning, Design & Engineering; Environmental Compliance; Grant Management; and Geographic Information Systems (GIS). D-MAx does not take any exceptions to the RFQ or the requirements stated within. We understand that no addenda have been issued for the RFQ. Familiarity with the Local Environment D-MAx draws upon its intimate knowledge of the City, its community, its long-range plans, and its hardships to develop and hone its approach to every task. We work to ensure all our actions, from selection of projects to include in grant applications, to interactions with developer or the business community, both support the City's best interests and reflect its goals. We have also worked with the City to identify cost -saving practices and continually work to streamline and modernize its programs and procedures. Experience and Technical Competence Mr. John Quenzer will be our project manager. He has served in this same role since 2006, and he has 15 years of experience working on projects for the City of National City. Together with his highly qualified and experienced Task Leads, supporting staff, and subcontractors, the D- MAX team has extensive experience across the selected disciplines. D-MAx has completed similar services for the City of National City and many other jurisdictions in the San Diego region over the past 23 years. Our qualifications in each discipline are summarized below. ■ Environmental Planning, Design & Engineering o Our team has completed numerous environmental documents in compliance with CEQA, NEPA, the federal Clean Water Act, the federal Endangered Species Act, California Fish and Wildlife Code, the National Historic Preservation Act, and other applicable statutes and regulations to support CIPs across the region and the State. o D-MAx has completed more than 950 water quality and drainage study reviews. We recognize that development is crucial for any municipality, and that need must be balanced with permit requirements, stand up to scrutiny from environmental groups, and serve the City's overall goals. o We have regularly prepared construction SWPPPs for City CIPs. SOQ for On -Call Project Support Services for National City's Capital Improvement Program Page 2 -15- �lim,Aim -.m MIII -MEV— OM ~u OW MB , V - .11.s o We have performed hydraulic and hydrologic evaluations for CIPs using modeling software such as Army Corps of Engineers' HEC-RAS, HEC-HMS, USEPA Storm Water Management Model (SWMM). o Our team includes a full set of firms needed to execute environmentally focused CIPs, including survey, geotechnical assessments, and preparing plans and specifications. ■ Environmental Compliance o D-MAx is recognized as a leader in San Diego region storm water program planning and implementation. We have written Jurisdictional Runoff Management Plans for over half the municipalities in San Diego County, have completed 190 water quality monitoring programs and over 40,000 inspections, and regularly represent our clients in audits and other negotiations with regulatory agencies. o D-MAx has provided wastewater inspections, Sanitary Sewer Management Plan updates, and sampling in response to the Sanitary Sewer Overflows. o Our team has experience performing biological monitoring, preparing restoration plans, and providing hazardous materials management, health risk assessments, hydrogeological investigations, Phase I and II environmental site assessments (ESAs), and contaminated site investigation and remediation. • Grants Management o Our team has contributed to successful grant applications totaling nearly $15 million for the cities of National City, La Mesa, Santee, and El Cajon. These grants have provided funding for projects that improve City assets, the environment, and the quality of life for City residents. o We have worked closely with our clients on project scopes, budgets, schedules, designs, reporting, and assessments, including effectiveness monitoring. o Our team includes an experienced construction manager to assess project feasibility and review cost estimates. This increases the likelihood of grant awards and helps the City successfully deliver the proposed projects on time and on budget. • Geographic Information Systems (GIS) o Our team has provided our clients with a wide variety of data management, analysis, and mapping services, including web -based tools, to save time and budget. Financial Management and Accounting Systems Maintaining a modern, high quality financial management and accounting system is an important tool in providing good customer service. The systems used at D-MAx allow our project and task managers access to numerous reports on project billing and budget status on a near real-time basis, supporting a seamless partnership with our subconsultants and clients. Conclusions We are confident that our team's experience will enable us to support the City by providing prompt, quality, innovative, and cost-effective service in the areas of Environmental Planning, Engineering & Design; Environmental Compliance; Grants Management; and GIS. We have enjoyed working with the City of National City for more than two decades, and we would be honored to continue working with the City on this interesting project. SOQ for On -Call Project Support Services for National City's Capital Improvement Program Page 3 -16- EXHIBIT B Loc_...,..;istance Procedures Manual Consultant D-Max Engineering, Inc. Project No. EXHIBIT 10-H2 COST PROPOSAL SPECIFIC RATE OF COMPENSATION (USE FOR ON -CALL OR AS -NEEDED CONTRACTS) (CONSTRUCTION ENGINEERING AND INSPECTION CONTRACTS) Q Prime Consultant ❑ Subconsultant ❑ 2"d Tier Subconsultant Contract No. EXHI D-H2 Cost Proposal Participation Amount $ Date 9/4/2020 For Combined Rate Fringe Benefit % (37.27%) + General &Administrative % (112.68%) OR = 149.95% Combined ICR% For Home Office Rate For Field Office Rate Fringe Benefit % + General &Administrative % Fringe Benefit % + General &Administrative % Home Office ICR% Field Office ICR% Fee = 10.00% BILLING INFORMATION A Name/Job Title/Classificationl Hourly Billing Rates' Straight3 OT(1.5x) OT(2x) Effective Date of Hourly Rate From To Actual or Avg.. Hourly Rate % or $ Increase Hourly Range - for Classifications Only Word Processor $67.41 $101.12 $134.83 1/1/2020 12/31/2020 $24.52 $20.19 - $28.85 $69.44 $104.16 $138.87 1/1/2021 12/31/2021 3% $71.52 $107.28 $143.04 1/1/2022 12/31/2022 3% $73.67 $110.50 $147.33 1/1/2023 12/31/2023 3% Technician $70.06 $105.09 $140.12 1/1/2020 12/31/2020 $25.48 $22.12 - $28.85 $72.16 $108.24 $144.32 1/1/2021 12/31/2021 3% $74.32 $111.49 $148.65 1/1/2022 12/31/2022 3% $76.55 $114.83 $153.11 1/1/2023 12/31/2023 3% Page 1 of 5 January 2020 Local Assistance Procedures Manual EXHIBIT 10-H2 Cost Proposal Senior Technician $81.29 $83.73 $86.24 $88.83 $121.94 $125.60 $129.37 $133.25 $162.59 $167.47 $172.49 $177.66 1/1/2020 1/1/2021 1/1/2022 1/1/2023 12/31/2020 12/31/2021 12/31/2022 12/31/2023 $29.57 3% 3% 3% $25.48 - $33.65 Staff Scientist $92.20 $94.97 $97.81 $100.75 $138.30 $142.45 $146.72 $151.12 $184.40 $189.93 $195.63 $201.50 1/1/2020 1/1/2021 1/1/2022 1/1/2023 12/31/2020 12/31/2021 12/31/2022 12/31/2023 $33.53 3% 3% 3% $30.53 - $36.54 Staff Scientist II $105.09 $157.63 $210.17 1/1/2020 12/31/2020 $38.22 $35.58 - $40.87 $108.24 $162.36 $216.48 1/1/2021 12/31/2021 3% $111.49 $167.23 $222.97 1/1/2022 12/31/2022 3% $114.83 $172.25 $229.66 1/1/2023 12/31/2023 3% Assistant Project Scientist $120.29 $180.43 $240.58 1/1/2020 12/31/2020 $43.75 $39.42 - $48.08 $123.90 $185.85 $247.79 1/1/2021 12/31/2021 3% $127.61 $191.42 $255.23 1/1/2022 12/31/2022 3% $131.44 $197.16 $262.88 1/1/2023 12/31/2023 3% Project Scientist $137.47 $206.21 $274.95 1/1/2020 12/31/2020 $50.00 $42.31 - $57.69 $141.60 $212.40 $283.19 1/1/2021 12/31/2021 3% $145.84 $218.77 $291.69 1/1/2022 12/31/2022 3% $150.22 $225.33 $300.44 1/1/2023 12/31/2023 3% Senior Scientist $155.32 $232.98 $310.63 1/1/2020 12/31/2020 $56.49 $48.08 - $64.90 $159.98 $239.97 $319.95 1/1/2021 12/31/2021 3% $164.78 $247.16 $329.55 1/1/2022 12/31/2022 3% $169.72 $254.58 $339.44 1/1/2023 12/31/2023 3% Principal Scientist $188.36 $282.55 $376.73 1/1/2020 12/31/2020 $68.51 $62.50 - $74.52 $194.01 $291.02 $388.03 1/1/2021 12/31/2021 3% $199.84 $299.75 $399.67 1/1/2022 12/31/2022 3% $205.83 $308.75 $411.66 1/1/2023 12/31/2023 3% Page 2 of 5 January 2020 Loc ......istance Procedures Manual EXHIai 1 id-H2 Cost Proposal Staff Engineer $98.81 $101.77 $104.83 $107.97 $148.21 $152.66 $157.24 $161.96 $197.62 $203.55 $209.65 $215.94 1/1/2020 1/1/2021 1/1/2022 1/1/2023 12/31/2020 12/31/2021 12/31/2022 12/31/2023 $35.94 3% 3% 3% $32.93 - $38.94 Staff Engineer II $111.70 $115.05 $118.50 $122.05 $167.54 $172.57 $177.75 $183.08 $223.39 $230.09 $237.00 $244.11 1/1/2020 1/1/2021 1/1/2022 1/1/2023 12/31/2020 12/31/2021 12/31/2022 12/31/2023 $40.63 3% 3% 3% $37.98 - $43.27 Assistant Project Engineer $130.20 $195.30 $260.40 1/1/2020 12/31/2020 $47.36 $41.83 - $52.88 $134.11 $201.16 $268.22 1/1/2021 12/31/2021 3% $138.13 $207.20 $276.26 1/1/2022 12/31/2022 3% $142.28 $213.41 $284.55 1/1/2023 12/31/2023 3% Project Engineer $141.44 $212.16 $282.88 1/1/2020 12/31/2020 $51.44 $45.19 - $57.69 $145.68 $218.52 $291.36 1/1/2021 12/31/2021 3% $150.05 $225.08 $300.10 1/1/2022 12/31/2022 3% $154.55 $231.83 $309.11 1/1/2023 12/31/2023 3% Senior Engineer $161.93 $242.89 $323.85 1/1/2020 12/31/2020 $58.89 $50.48 - $67.31 $166.78 $250.18 $333.57 1/1/2021 12/31/2021 3% $171.79 $257.68 $343.58 1/1/2022 12/31/2022 3% $176.94 $265.41 $353.88 1/1/2023 12/31/2023 3% Principal Engineer $194.97 $292.46 $389.95 1/1/2020 12/31/2020 $70.91 $64.90 - $76.92 $200.82 $301.23 $401.64 1/1/2021 12/31/2021 3% $206.85 $310.27 $413.69 1/1/2022 12/31/2022 3% $213.05 $319.58 $426.10 1/1/2023 12/31/2023 3% 1. Key personnel must be marked with an asterisk (*) and employees that are subject to prevailing wage requirements must be marked with two asterisks (**).All costs must comply With the Federal cost principles. Subconsultants will provide their own cost proposals. 2. The cost proposal format shall not be amended. 3. Billing rate = actual hourly rate * (I+ ICR) * (1+ Fee). Indirect cost rates shall be updated on an annual basis in accordance with the consultant's annual accounting period and established by a cognizant agency or accepted by Caltrans. All costs must comply with the Federal cost principles for reimbursement. 4. For named employees and key personnel enter the actual hourly rate. For classifications only, enter the Average Hourly Rate for that classification. Page 3 of 5 January 2020 Local Assistance Procedures Manual EXHIBIT 10-H2 Cost Proposal EXHIBIT 10-H2 COST PROPOSAL SPECIFIC RATE OF COMPENSATION (USE FOR ON -CALL OR AS -NEEDED CONTRACTS) (CONSTRUCTION ENGINEERING AND INSPECTION CONTRACTS) Consultant D-Max Engineering, Inc. t ' Prime Consultant ❑ Subconsultant Project No. Contract No. Date 8/31/2020 SCHEDULE OF OTHER DIRECT COST ITEMS (Add additional pages as necessary) Description of Item Quantity Unit Unit Cost Total Miles a Costs $ IRS rate $ Equip ent Rental and Supplies $ Will be billed at cost. Estimated ODCs will be provided with task order scope/cost proposals as applicable. Permit Fees $ Plan Sheets $ Test $ Vehicle $ Subcdnsultant 1: Subcdnsultant 2: Subcdnsultant 3: Subconsultant 4: Subco1nsultant 5: ore: NOTES 1. 2. 3. 4. 5. 6. 7. 9. 10. 11. 'bona l pages if necessary. List other direct cost items with estimated costs. These costs should be competitive in their respective industries and supported with appropriate documentation. Proposed ODC items should be consistently billed regardless of client and contract type. Items when incurred for the same purpose, in like circumstance, should not be included in any indirect cost pool or in the overhead rate. Items such as special tooling, will be reimbursed at actual cost with supporting documentation (invoice). Items listed above that would be considered "tools of the trade" are not reimbursable as other direct cost. Travel related costs should be pre -approved by the contracting agency and shall not exceed current State Department of Personnel Administration rules. If mileage is claimed, the rate should be properly supported by the consultant's calculation of their actual costs for company vehicles. In addition, the miles claimed should be supported by mileage logs. If a consultant proposes rental costs for a vehicle, the company must demonstrate that this is its standard procedure for all of their contracts and that they do not own any vehicles that could be used for the same purpose. The cost proposal format shall not be amended. All costs must comply with the Federal cost principles. Add additional pages if necessary. Subconsultants must provide their own cost proposals. Page 4 of 5 January 2020 Local Assistance Procedures Manual EXHIBIT 10-H2 Cost Proposal EXHIBIT 10-H2 COST PROPOSAL Certification of Direct Costs: I, the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the cost proposal(s) in this contract are actual, reasonable, allowable, and allocable to the contract in accordance with the contract terms and the following requirements: 1. Generally Accepted Accounting Principles (GAAP) 2. Terms and conditions of the contract 3. Title 23 United States Code Section 112 - Letting of Contracts 4. 48 Code of Federal Regulations Part 31 - Contract Cost Principles and Procedures 5. 23 Code of Federal Regulations Part 172 - Procurement, Management, and Administration of Engineering and Design Related Service 6. 48 Code of Federal Regulations Part 9904 - Cost Accounting Standards Board (when applicable) All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be retained in the project files and be in compliance with applicable federal and state requirements. Costs that are noncompliant with the federal and state requirements are not eligible for reimbursement. Prime Consultant or Subconsultant Certifying: Name: Arsalan Dadkhah Title *: President Signature :1- 4 Date of Certification (mm/dd/yyyy): 09/4/2020 Email: arsalan(ciidmaxinc.com Phone Number: 858.586.6600 x 22 Address: 7220 Trade Street. Suite 119, San Diego, CA 92121 * An individual executive or financial officer of the consultant's or subconsultant's organization at a level no lower than a Vice President or a Chief Financial Officer, or equivalent, who has authority to represent the financial information utilized to establish the cost proposal for the contract. List services the consultant is providing under the proposed contract: Environmental Compliance (includes regulatory permitting, compliance monitoring, inspections and reporting involving storm water, wastewater, air quality, hazardous materials, and occupational health and safety) Page 5 of 5 January 2020 -21- RESOLUTION NO. 2020 - RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY, 1) AUTHORIZING THE MAYOR TO EXECUTE A THREE-YEAR AGREEMENT WITH D- MAX ENGINEERING, 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, ENVIRONMENTAL COMPLIANCE (INCLUDES REGULATORY PERMITTING, COMPLIANCE MONITORING, INSPECTIONS AND REPORTING INVOLVING STORM WATER, WASTEWATER, AIR QUALITY, HAZARDOUS MATERIALS, AND OCCUPATIONAL HEALTH AND SAFETY); 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 ("City") 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 their SOQ, interview, qualifications, and past performance, staff recommends executing a three-year Agreement with D-MAX Engineering Inc. with the option to extend for two, one (1) year extensions 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, environmental compliance (includes regulatory permitting, compliance monitoring, inspections and reporting involving storm water, wastewater, air quality, hazardous materials, and occupational health and safety); and Resolution No. 2020 - Page Two WHEREAS, City 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 D-MAX Engineering Inc. with the option to extend for two, one (1) year extensions 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, environmental compliance (includes regulatory permitting, compliance monitoring, inspections and reporting involving storm water, wastewater, air quality, hazardous materials, and occupational health and safety). 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 15th day of September, 2020. Alejandra Sotelo-Solis, Mayor ATTEST: Michael R. Dalla, City Clerk APPROVED AS TO FORM: Angil P. Morris -Jones, City Attorney