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HomeMy WebLinkAbout2020 CON Shadpour Consulting Engineers DBA SC Engineers - On-call Project Support ServicesAGREEMENT BETWEEN THE CITY OF NATIONAL CITY AND SHADPOUR CONSULTING ENGINEERS, INC. dba SC ENGINEERS, 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 SHADPOUR CONSULTING ENGINEERS, INC., dba SC ENGINERS, INC., a California corporation (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide on -call project support services for National City's Capital Improvement Program (CIP); WHEREAS, on May 1, 2019, the Engineering & Public Works Department advertised a Request for Qualifications (RFQ) for on -call project support services for National City's CIP; WHEREAS, on June 10, 2019, the CONSULTANT submitted a Statement of Qualifications (SOQ) in response to the RFQ, consistent with the requirements of the RFQ; WHEREAS, the CITY has determined that the CONSULTANT is a mechanical 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, mechanical engineering. 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. Frank Shadpour, 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 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 Standard Agreement Page 2 of 12 City of National City and Revised May 2019 SC Engineers, Inc. (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 CONSULTANT with its SUBCONSULTANT(S) shall require the SUBCONSULTANT(S) to adhere to the applicable terms of this Agreement. Standard Agreement Page 3 of 12 City of National City and Revised May 2019 SC Engineers, Inc. 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 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. Standard Agreement Page 4 of 12 City of National City and Revised May 2019 SC Engineers, Inc. 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. 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. Standard Agreement Page 5 of 12 City of National City and Revised May 2019 SC Engineers, Inc. 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 Publid 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 CON TRACTOR 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 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. Standard Agreement Page 6 of 12 City of National City and Revised May 2019 SC Engineers, Inc. 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 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 Standard Agreement Page 7 of 12 City of National City and Revised May 2019 SC Engineers, Inc. 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. 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 Standard Agreement Page 8 of 12 City of National City and Revised May 2019 SC Engineers, Inc. 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: Frank Shadpour, PE, CxA, LEED AP Principal SC Engineers, Inc. 17075 Via Del Campo San Diego, CA 92127 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 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. Standard Agreement Page 9 of 12 City of National City and Revised May 2019 SC Engineers, Inc. 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. 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. Standard Agreement Page 10 of 12 City of National City and Revised May 2019 SC Engineers, Inc. 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 SC Engineers, 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: APPROVED AS TO FORM: Standard Agreement Revised May 2019 Page 12 of 12 SHADPOUR CONSULTING ENGINEERS INC., DBA SC ENGINEERS, INC., A CALIFORNIA CORPORATION (Corporation — signatures of two corporate officers required) c‘1)2 (Print) NC/ pf3 i-- PRhvc PAL (Title) City of National City and SC Engineers, Inc. Shadpour Consulting EXHIBIT A Engineers, Inc. Engineers & Planners Principals: Frank Shadpour, PE Jeremy Clifton, PE Edward Lehman, PE Lyle Willis, PE Joseph Kilcoyne, PE Justin Dolley, PE Stefanie Johnson June 10, 2019 Mr. Roberto Yano, P.E. Deputy City Engineer City of National City Engineering & Public Works Department 1243 National City Boulevard National City, CA 91950 RE: RFQ On -Call Project Support Services for National City's CIP Dear Mr. Yano, SC Engineers is a consulting engineering and planning firm providing expertise in Mechanical Engineering. Having served as the Mechanical Engineer for numerous government facilities, we fully understand your need for a proven Services Provider and are confident in our ability to effectively and efficiently address your requirements. What benefits does SC Engineers bring to the City of National City? ✓ Unparalleled Expertise - SC Engineers brings unparalleled mechanical engineering knowledge and expertise to the contract. Our senior, registered engineers share years of mutual experience in providing innovative solutions that emphasize redundancy, maintainability, operational flexibility, energy efficiency, occupant comfort, and safety. We have provided such services for hundreds of similar projects as identified in the RFQ and currently serve as the Prime Consultant for numerous public entities, including local, state, and federal agencies. We can assure that you will not suffer from any "first time syndrome" on the behalf of our team. ✓ Proven Capacity to Deliver - We understand that the contract tasks are unique and time sensitive; as such, we are prepared to respond to requests for on -site support in an effective manner. Our centralized location, client -focused project delivery organization, and staffing depth enables us to execute multiple projects simultaneously, without compromising critical delivery schedules, established budgets, or service quality. We also understand the importance of Principal involvement and the continuity of key personnel throughout the contract duration. We can assure that the individuals listed in this response have the capacity to be fully engaged and actively participating in their respective roles from start to finish. ✓ Track Record of Success - SC Engineers has established a successful track record of providing exceptional service to our clients. More than 98% of our work is from repeat clientele and over 70% of our clients are Owners. Our success is attributed to not only our knowledge and expertise but to our strong communication skills, ability to think "outside -the -box", proven project management approach, and exceptional quality control process. Having served as the Prime Consultant for numerous government entities, we are well versed in the codes and guidelines that dictate these types of projects. ✓ Engineering for Thriving Communities - Environmental stewardship and social responsibility are at the heart of our practice. As engineers, we understand that our role is critical to assure the delivery of high -performing, energy efficient buildings. This contract would allow us to work alongside the City to make decisions that positively affect the future of its citizens and produce projects that the entire community can be proud of. Our team understands the level of commitment that is required to properly service this contract and we look forward to the opportunity to work together. Sincerely, Frank Shadpour, PE, CxA, LED AP Principal I SC ENGINEERS, INC. RFQ On -Call Project Support Services for National City's CIP I Mechanical Engineering SC Engineers, Inc. I 1 5.0 I EXPERIENCE AND TECHNICAL COMPETENCE 5.01 EXPERIENCE AND TECHNICAL COMPETENCE 5.AI DISCIPLINE OF INTEREST/ QUALIFICATIONS SC Engineers, Inc. is interested in the discipline of Mechanical Engineering. All work will be performed in-house; no subconsultants will be utilized. 5.A.11 FIRM DESCRIPTION Located in San Diego, CA and founded in 2004, SC Engineers is a small business, consulting engineering and planning firm that provides outstanding expertise in Mechanical and Plumbing Engineering; Energy Efficiency; Building Automation; and Total Building Commissioning. In the past 14 years, SC Engineers has established a reputation for producing energy efficient and sustainable solutions for both public and private sector clients, including federal, state, and local government agencies. 5.A.2 I INDUSTRY LEADERSHIP The recipient of San Diego Gas & Electric's (SDG&E's) Energy Showcase Champion Award, the highest award bestowed by the utility company, SC Engineers brings unparalleled knowledge in energy conservation and sustainable solutions. An industry leader, SC Engineers has enjoyed a number of industry "firsts" including serving as the Mechanical Engineer of Record (MEOR) for the first LEED Platinum Certified Community College District Project in San Diego, the Miramar College Police Station and Parking Structure; the first LEED Certified Hospital in the State of California, the Rady Children's Hospital -San Diego Acute Care Pavilion; and the Building Automation Systems (BAS) Engineer for the first LEED Platinum, Net - Zero Energy, Carbon Neutral Laboratory in the World, the J. Craig Venter Institute located on the University of California, San Diego (UCSD) campus. 5.A.3 I IN-HOUSE CAPABILITIES The SC Engineer Team consists of industry experts who apply their knowledge, experience, and creativity to meet client goals and expectations. Our in-house team includes Registered Professional Mechanical and Electrical Engineers; a Registered Architect; AGC Certified Commissioning Authorities; J. Craig Venter Institute: SC Engineers served as the BAS Engineer for this facility; the first laboratory in the world to achieve Net - Zero Energy and LEED Platinum Certification located at the UCSD Campus. USGBC LEED Accredited Professionals; ASHRAE Fellows; an ASHRAE Healthcare Facility Design Professional; an ASHRAE Building Energy Assessment Professional; an ASHRAE Building Energy Modeling Professional; an ASPE Certified Plumbing Designer; an ASPE Certified Professional Estimator; a CSI Certified Construction Specifier; Graduate Architects and Engineers; as well as CAD/BIM Production and Operations staff. 5.A.4 I KEY SERVICE AREAS SC Engineers is organized into a series of multi- disciplinary teams with varied specialties which can be compartmentalized into four primary service areas: 1) Planning and Design; 2) Energy Efficiency; 3) Building Automation; and 4) Total Building Commissioning. Our organization is structured to address these primary services areas, and together, our teams work in concert to deliver total building solutions to our clients. PLANNING AND DESIGN: SC Engineers provides master planning, design, and construction document packages for a variety of new and existing facilities, delivering innovative solutions that emphasize energy efficiency, low life cycle costs, ease of maintenance, and occupant safety and comfort. Our engineering teams are highly sought after in the building industry's design and construction community, having completed numerous high -profile, award -winning projects. RFQ On -Call Project Support Services for National City's CIP I Mechanical Engineering SC Engineers, Inc. 15 Shadpour Consulting Engineers, Inc. Engineers & Planners Principals: Frank Shadpour, P.E. Jeremy Clifton, P.E. Edward Lehman, P.E. Lyle Willis, P.E. Joseph Kilcoyne, P.E. Justin Dolley, P.E. Stefanie Johnson 17075 Via Del Campo San Diego, CA 92127 858.946.0333 Tel 858.946.0334 Fax www.scengineers.net SCHEDULE OF RATES Date: September 2, 2020 Prime Consultant: Shadpour Consulting Engineers dba SC Engineers, Inc. Contract: On -Call Project Support Services for National City's CIP - Mechanical Engineering Indirect Cost, forecasted for Fiscal period 2020, Combined Rate: 151.2% Classification Average Hourly Rate* Effective Date of Hourly Rate From To Principal $320.00 09/15/20 09/14/23 Associate/Project Executive $245.00 09/15/20 09/14/23 Project Manager $235.00 09/15/20 09/14/23 Project Engineer $195.00 09/15/20 09/14/23 Design Engineer $140.00 09/15/20 09/14/23 Design Coordinator $140.00 09/15/20 09/14/23 Accounting $140.00 09/15/20 09/14/23 Designer $125.00 09/15/20 09/14/23 Engineering Assistant $100.00 09/15/20 09/14/23 Administrative $100.00 09/15/20 09/14/23 Notes: • *Includes Indirect Cost • Overtime hourly rates are not applicable • Prevailing wage is not applicable SCENGIN-01 SMITHKI CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 8/28/2020 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 have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License # 0E67768 IOA Insurance Services 4370 La Jolla Village Drive Suite 600 San Diego, CA 92122 INSURED Shadpour Consulting Engineers, Inc., dba: SC Engineers, Inc. 17075 Via Del Campo San Diego, CA 92127 CONTACT Ali Smith NAME: PHONE (A/c, No, Ext): (619) 788-5795 50206 E-MAIL RESS: �iAIi.Smith oausa.com ADD I (A/CC, No):(619) 574-6288 INSURER(S) AFFORDING COVERAGE INSURER A : RLI Insurance Company INSURER B : NAIC 0 13056 INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLIC ES 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 SUER WVD POLICY NUMBER POLICY EFF (MM/DD/YYYYI POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY X PSB0001210 9/8/2020 9/8/2021 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR PREMISES Ea occurrence) $ 1,000,000 X Contractual Liab. MED EXP (Any one person) $ 10,000 X Sev. of Interests PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE X LIMIT APPLIES ypef PER: LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 Deductible $ 0 A AUTOMOBILE X X LIABILITY ANY AUTO OWNED AUTOS ONLY AUTOS ONLY Autos. Owned x SCHEDULED AUTOS SSWN AUTOS ONLYY X PSA0002399 9/8/2020 9/8/2021 COMBINED SINGLE LIMIT (Ea accident) 1,000,000 $ BODILY INJURY (Per person) $ INJURY (Per accident) $ pBODILY (PeRrr accident)pSAGE $ $ A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE PSE0001090 9/8/2020 9/8/2021 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 DED X RETENTON$ 0 $ A WORKERS COMPENSATION EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE FFICER/MEMBER EXCLUDED? Mandatory in NH) Eyes, describe under DESCRIPTION OF OPERATIONS below Y(N N /A X PSW0001203 9/1/2020 9/1/2021 X STATUTE 'MUTE ER E.L. EACH ACCIDENT 1,000,000 $ E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT 1,000,000 $ A A Professional Liab. Ded.: $50k Per Claim RDP0040829 RDP0040829 9/8/2020 9/8/2020 9/8/2021 9/8/2021 Per Claim Aggregate 2,000,000 4,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: On -Call Project Support Services for National City's Capital Improvement Program City of National City, its elected officials, officers, agents, employees, and volunteers are Additional Insured with respect to General and Auto Liability per the attached endorsements as required by written contract. Waiver of Subrogation applies to Workers' Compensation. 30 Days Notice of Cancellation with 10 Days Notice for Non -Payment of Premium in accordance with the policy provisions. CERTIFICATE HOLDER CANCELLATION City of National City c/o Risk Manager 1243 National City Boulevard National City CA 91950-4301 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE -TT ol�,sLLI ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Named Insured: Shadpour Consulting Engineers, Inc., dba: SC Engineers, Inc. Policy Number: PSB0001210 RLI insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack® FOR PROFESSIONALS BLANKET ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM - SECTION II — LIABILITY 1. C. WHO IS AN INSURED is amended to include as an additional insured any person or organization that you agree in a contract or agreement requiring insurance to include as an additional insured on this policy, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by you or those acting on your behalf: a. In the performance of your ongoing operations; b. In connection with premises owned by or rented to you; or c. In connection with "your work' and included within the "product -completed operations hazard". 2. The insurance provided to the additional insured by this endorsement is limited as follows: a. This insurance does not apply on any basis to any person or organization for which coverage as an additional insured specifically is added by another endorsement to this policy. b. This insurance does not apply to the rendering of or failure to render any "professional services". c. This endorsement does not increase any of the limits of insurance stated in D. Liability And Medical Expenses Limits of Insurance. 3. The following is added to SECTION III H.2. Other Insurance — COMMON POLICY CONDITIONS (BUT APPLICABLE ONLY TO SECTION II — LIABILITY) However, if you specifically agree in a contract or agreement that the insurance provided to an additional insured under this policy 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 additional insured which covers such additional insured as a named insured, and we will not share with that other insurance, provided that: a. The "bodily injury" or "property damage" for which coverage is sought occurs after you have entered into that contract or agreement; or b. The "personal and advertising injury" for which coverage is sought arises out of an offense committed after you have entered into that contract or agreement. 4. The following is added to SECTION III K. 2. Transfer of Rights of Recovery Against Others to Us — COMMON POLICY CONDITIONS (BUT APPLICABLE TO ONLY TO SECTION II — LIABILITY) We waive any rights of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal and advertising injury" arising out of "your work" performed by you, or on your behalf, under a contract or agreement with that person or organization. We waive these rights only where you have agreed to do so as part of a contract or agreement with such person or organization entered into by you before the "bodily injury' or "property damage" occurs, or the "personal and advertising injury" offense is committed. ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. PPB 304 0212 Page 1 of 1 Named Insured: Shadpour Consulting Engineers, Inc., dba: SC Engineers, Inc. This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM A. Broad Form Named Insured The following is added to the SECTION II — COVERED AUTOS LIABILITY COVERAGE, Para- graph A.1. Who Is An Insured Provision: Any business entity newly acquired or formed by you during the policy period, provided you own fifty percent (50%) or more of the business entity and the business entity is not separately insured for Bus- iness Auto Coverage. Coverage is extended up to a maximum of one hundred eighty (180) days following the acquisition or formation of the business entity. This provision does not apply to any person or organization for which coverage is excluded by endorsement. B. Employees As Insureds The following is added to the SECTION II — COVERED AUTOS LIABILITY COVERAGE, Para- graph A.1. Who Is An Insured Provision: Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. C. Blanket Additional Insured The following is added to the SECTION II — COVERED AUTOS LIABILITY COVERAGE, Para- graph A.1. Who Is An Insured Provision: Any person or organization that you are required to include as an additional insured on this coverage form in a contract or agreement that is executed by you before the "bodily injury" or "property damage" occurs is an "insured" for liability coverage, but only for damages to which 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 — COVERED AUTOS LIABILITY COVERAGE. The insurance provided to the additional insured will be on a primary and non-contributory basis to the additional insured's own business auto coverage if you are required to do so in a contract or agreement that is executed by you before the "bodily injury" or "property damage" occurs. D. Blanket Waiver Of Subrogation The following is added to the SECTION IV — BUSI- NESS AUTO CONDITIONS, A. Loss Conditions, 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 extent required of you by a contract executed prior to any "accident" or PPA 300 03 13 Policy Number: PSA0002399 "loss", provided that the "accident" or "loss" arises out of the operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract. E. Employee Hired Autos 1. The following is added to the SECTION II — COVERED AUTOS LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured Provision: An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business. 2. Changes In General Conditions: Paragraph 5.b. of the Other Insurance Con- dition in the BUSINESS AUTO CONDITIONS is deleted and replaced with the following. b. For Hired Auto Physical Damage Coverage, the following are deemed to be covered "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 that individual "employee's" name, with your permission, while performing duties related to the conduct of your business. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". F. Fellow Employee Coverage SECTION II — COVERED AUTOS LIABILITY COVERAGE, Exclusion B.5. does not apply if you have workers compensation insurance in -force covering all of your employees. G. Auto Loan Lease Gap Coverage SECTION III — PHYSICAL DAMAGE COVERAGE, C. Limit Of Insurance, is amended by the addition of the following: In the event of a total "loss" to a covered "auto" shown in the Schedule of Declarations, we will pay any unpaid amount due on the lease or loan for a covered "auto", less: 1. The amount paid under the PHYSICAL DAMAGE COVERAGE section of the policy; and 2. Any: a. Overdue lease/loan payments at the time of the "loss"; Named Insured: Shadpour Consulting Engineers, Inc., dba: SC Engineers, Inc. Policy Number: PSW0001203 WORKERS' COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 04-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be % of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description All persons or organizations that are party to a contract that requires you to obtain this agreement, provided you executed the contract before the loss Jobs performed for an person or organization that you have agreed with in a written contract to provide this agreement RESOLUTION NO. 2020 - 177 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY, 1) AUTHORIZING THE MAYOR TO EXECUTE A THREE-YEAR AGREEMENT WITH SHADPOUR CONSULTING ENGINEERS, INC. DBA SC ENGINEERS, 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, MECHANICAL ENGINEERING AND AS -NEEDED FACILITIES NEEDS; 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 Shadpour Consulting Engineers, Inc. dba SC Engineers, 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, mechanical engineering; and Resolution No. 2020 - 177 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 Shadpour Consulting Engineers, Inc. dba SC Engineers 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, mechanical engineering. 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 Septe ber, 202' . '' iv `_A lam' Alejandr ' Sy`e oli •W ATTEST: Michael R. Dalla{, City Clerk APPROVED AS TO FORM: A gig or is ones, City A ayor 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. 2020-177 of the City of National City, California, passed and adopted by the Council of said City on September 15, 2020. /1 City Clerk of the City of N tional City, California By: Deputy CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT C2o2o-ss MEETING DATE: September 15, 2020 AGENDA ITEM NO.: 12 EM TITLE: Resolution of the City Council of the City of National City, 1) authorizing the Mayor to execute a three- year Agreement with Shadpour Consulting Engineers, Inc. dba SC Engineers, 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, mechanical engineering and as -needed facilities needs; 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: Engine- i tit Works PHONE: 619-336-4318 -r(/ APPROVED BY: EXPLANATION: See staff report. �) f FINANCIAL STATEMENT: APPROVED: 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 STAFF RECOMMENDATION: Adopt Resolution executing an Agreement with SC Engineers, 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 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 Shadpour Consulting Engineers, Inc. dba SC Engineers 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, mechanical engineering. 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 SHADPOUR CONSULTING ENGINEERS, INC. dba SC ENGINEERS, 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 SHADPOUR CONSULTING ENGINEERS, INC., dba SC ENGINERS, INC., a California corporation (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide on -call project support services for National City's Capital Improvement Program (CIP); WHEREAS, on May 1, 2019, the Engineering & Public Works Department advertised a Request for Qualifications (RFQ) for on -call project support services for National City's CIP; WHEREAS, on June 10, 2019, the CONSULTANT submitted a Statement of Qualifications (SOQ) in response to the RFQ, consistent with the requirements of the RFQ; WHEREAS, the CITY has determined that the CONSULTANT is a mechanical 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, mechanical engineering. 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. Frank Shadpour, 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 work, the manner of performance and/or the compensation payable to the CONSULTANT in this Agreement; t-he-CIT-Y-er-the-GONSULTANT shall give-to-the-other--written-notice-Within-ten Standard Agreement Page 2 of 12 City of National City and Revised May 2019 SC Engineers, Inc. -3- (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 CONSULTANT with its SUBCONSULTANT(S) shall require the SUBCONSULTANT(S) to adhere to the applicable terms of this Agreement. Standard Agreement Page 3 of 12 City of National City and Revised May 2019 SC Engineers, Inc. -4- 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 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. Standard Agreement Page 4 of 12 City of National City and Revised May 2019 SC Engineers, Inc. -5- 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. 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. Standard Agreement Page 5of12 City of National City and Revised May 2019 SC Engineers, Inc. -6- 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 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. Standard Agreement Page 6 of 12 City of National City and Revised May 2019 SC Engineers, Inc. -7- 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 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 Standard Agreement Page 7 of 12 City of National City and Revised May 2019 SC Engineers, Inc. -8- 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. 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 Standard Agreement Page 8 of 12 City of National City and Revised May 2019 SC Engineers, Inc. -9- 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: Frank Shadpour, PE, CxA, LEED AP Principal SC Engineers, Inc. 17075 Via Del Campo San Diego, CA 92127 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 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. Standard Agreement Page 9 of 12 City of National City and Revised May 2019 SC Engineers, Inc. -10- 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. 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; theterms an nditions of this Agreement shall control. Standard Agreement Page 10 of 12 City of National City and Revised May 2019 SC Engineers, Inc. -11- 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 fmal 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 SC Engineers, 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 SHADPOUR CONSULTING ENGINEERS INC., DBA SC ENGINEERS, INC., A CALIFORNIA CORPORATION (Corporation — signatures of two corporate officers required) By: .,..�- - Df( rize, (Name) Frank Shadpour, PE, CxA, LEED AP (Print) Principal (Title) By: (Name) Joseph Kilcoyne, PE, CxA (Print) Principal (Title) City of National City and Revised May 2019 SC Engineers, Inc. -13- Shadpour Consulting Engineers, Inc. EXHIBIT A Engineers & Planners Principals: Frank Shadpour, PE Jeremy Clifton, PE Edward Lehman, PE Lyle Willis, PE Joseph Kilcoyne. PE Justin Dolley. PE Stefanie Johnson June 10, 2019 Mr. Roberto Yano, P.E. Deputy City Engineer City of National City Engineering & Public Works Department 1243 National City Boulevard National City, CA 91950 RE: RFQ On -Call Project Support Services for National City's CIP Dear Mr. Yano, SC Engineers is a consulting engineering and planning firm providing expertise in Mechanical Engineering. Having served as the Mechanical Engineer for numerous government facilities, we fully understand your need for a proven Services Provider and are confident in our ability to effectively and efficiently address your requirements. What benefits does SC Engineers bring to the City of National City? ✓ Unparalleled Expertise - SC Engineers brings unparalleled mechanical engineering knowledge and expertise to the contract. Our senior, registered engineers share years of mutual experience in providing innovative solutions that emphasize redundancy, maintainability, operational flexibility, energy efficiency, occupant comfort, and safety. We have provided such services for hundreds of similar projects as identified in the RFQ and currently serve as the Prime Consultant for numerous public entities, including local, state, and federal agencies. We can assure that you will not suffer from any "first time syndrome" on the behalf of our team. ✓ Proven Capacity to Deliver - We understand that the contract tasks are unique and time sensitive; as such, we are prepared to respond to requests for on -site support in an effective manner. Our centralized location, client -focused project delivery organization, and staffing depth enables us to execute multiple projects simultaneously, without compromising critical delivery schedules, established budgets, or service quality. We also understand the importance of Principal involvement and the continuity of key personnel throughout the contract duration. We can assure that the individuals listed in this response have the capacity to be fully engaged and actively participating in their respective roles from start to finish. ✓ Track Record of Success - SC Engineers has established a successful track record of providing exceptional service to our clients. More than 98% of our work is from repeat clientele and over 70% of our clients are Owners. Our success is attributed to not only our knowledge and expertise but to our strong communication skills, abilityto think "outside -the -box", proven project management approach, and exceptional quality control process. Having served as the Prime Consultant for numerous government entities, we are well versed in the codes and guidelines that dictate these types of projects. ✓ Engineering for Thriving Communities - Environmental stewardship and social responsibility are at the heart of our practice. As engineers, we understand that our role is critical to assure the delivery of high -performing, energy efficient buildings. This contract would allow us to work alongside the City to make decisions that positively affect the future of its citizens and produce projects that the entire community can be proud of. Our team understands the level of commitment that is required to properly service this contract and we look forward to the opportunity to work together. Sincerely, Frank Shadpour, PE, CxA, LED AP Principal I SC ENGINEERS, INC. RFQ On -Call Project Support Services for National City's CIP I Mechanical Engineering SC Engineers. Inc. I 1 -14- 5.0 I EXPERIENCE AND TECHNICAL COMPETENCE 5.01 EXPERIENCE AND TECHNICAL COMPETENCE 5.A I DISCIPLINE OF INTEREST/ QUALIFICATIONS SC Engineers, Inc. is interested in the discipline of Mechanical Engineering. All work will be performed in-house; no subconsultants will be utilized. 5.A.1 I FIRM DESCRIPTION Located in San Diego, CA and founded in 2004, SC Engineers is a small business, consulting engineering and planning firm that provides outstanding expertise in Mechanical and Plumbing Engineering; Energy Efficiency; Building Automation; and Total Building Commissioning. In the past 14 years, SC Engineers has established a reputation for producing energy efficient and sustainable solutions for both public and private sector clients, including federal, state, and local government agencies. 5.A.2 I INDUSTRY LEADERSHIP The recipient of San Diego Gas & Electric's (SDG&E's) Energy Showcase Champion Award, the highest award bestowed by the utility company, SC Engineers brings unparalleled knowledge in energy conservation and sustainable solutions. An industry leader, SC Engineers has enjoyed a number of industry "firsts" including serving as the Mechanical Engineer of Record (MEOR) for the first LEED Platinum Certified Community College District Project in San Diego, the Miramar College Police Station and Parking Structure; the first LEED Certified Hospital in the State of California, the Rady Children's Hospital -San Diego Acute Care Pavilion; and the Building Automation Systems (BAS) Engineer for the first LEED Platinum, Net - Zero Energy, Carbon Neutral Laboratory in the World, the J. Craig Venter Institute located on the University of California, San Diego (UCSD) campus. 5.A.3 I IN-HOUSE CAPABILITIES The SC Engineer Team consists of industry experts who apply their knowledge, experience, and creativity to meet client goals and expectations. Our in-house team includes Registered Professional Mechanical and Electrical Engineers; a Registered Architect; AGC Certified Commissioning Authorities; J. Craig *Intel Institute: SC Engineers served as the BAS Engineer for this facility; the first laboratory in the world to achieve Net - Zero Energy and LEED Platinum Certification located at the UCSD Campus. USGBC LEED Accredited Professionals; ASH RAE Fellows; an ASHRAE Healthcare Facility Design Professional; an ASHRAE Building Energy Assessment Professional; an ASHRAE Building Energy Modeling Professional; an ASPE Certified Plumbing Designer; an ASPE Certified Professional Estimator; a CSI Certified Construction Specifier; Graduate Architects and Engineers; as well as CAD/BIM Production and Operations staff. 5.A.4 I KEY SERVICE AREAS SC Engineers is organized into a series of multi- disciplinary teams with varied specialties which can be compartmentalized into four primary service areas: 1) Planning and Design; 2) Energy Efficiency; 3) Building Automation; and 4) Total Building Commissioning. Our organization is structured to address these primary services areas, and together, our teams work in concert to deliver total building solutions to our clients. PLANNING AND DESIGN: SC Engineers provides master planning, design, and construction document packages for a variety of new and existing facilities, delivering innovative solutions that emphasize energy efficiency, low life cycle costs, ease of maintenance, and occupant safety and comfort. Our engineering teams are highly sought after in the building industry's design and construction community, having completed numerous high -profile, award -winning projects. RFQ On -Call Project Support Services for National City's CIP l Mechanical Engineering SC Engineers, Inc. 15 -15- EXHIBIT B Shadpour Consulting Engineers, Inc. Engineers & Planners Principals: Frank Shadpour, P.E. Jeremy Clifton, P.E. Edward Lehman, P.E. Lyle Willis, P.E. Joseph Kilcoyne, P.E. Justin Dolley, P.E. Stefanie Johnson 17075 Via Del Campo San -Diego, C-A92 l-27- 858.946.0333 Tel 858.946.0334 Fax www.seengineers.net SCHEDULE OF RATES Date: September 2, 2020 Prime Consultant: Shadpour Consulting Engineers dba SC Engineers, Inc. Contract: On -Call Project Support Services for National City's CIP - Mechanical Engineering Indirect Cost, forecasted for Fiscal period 2020, Combined Rate: 151.2% Classification Average Hourly Rate* Effective Date of Hourly Rate From To Principal $320.00 09/15/20 09/14/23 Associate/Project Executive $245.00 09/15/20 09/14/23 Project Manager $235.00 09/15/20 09/14/23 Project Engineer $195.00 09/15/20 09/14/23 Design Engineer $140.00 09/15/20 09/14/23 Design Coordinator $140.00 09/15/20 09/14/23 Accounting $140.00 09/15/20 09/14/23 Designer $125.00 09/15/20 09/14/23 Engineering Assistant $100.00 09/15/20 09/14/23 Administrative $100.00 09/15/20 09/14/23 Notes: • *Includes Indirect Cost • Overtime hourly rates are not applicable • Prevailing wage is not applicable -16- 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 SHADPOUR CONSULTING ENGINEERS, INC. DBA SC ENGINEERS, 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, MECHANICAL ENGINEERING AND AS -NEEDED FACILITIES NEEDS; 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 Shadpour Consulting Engineers, Inc. dba SC Engineers, 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, mechanical engineering; 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 Shadpour Consulting Engineers, Inc. dba SC Engineers 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, mechanical engineering. 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