HomeMy WebLinkAboutAgreementAGREEMENT
BY AND BETWEEN
THE CITY OF NATIONAL CITY
AND
ESE ENGINEERING, INC.
THIS AGREEMENT is entered into this 19th day of August, 2014, by and between the
CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and BSE Engineering,
Inc., a corporation (the "CONSULTANT").
RECITALS
WHEREAS, the CITY desires to employ a CONSULTANT to provide on -call project
support services for National City's Capital Improvement Program (CIP).
WHEREAS, the CITY has determined that the CONSULTANT is a Mechanical,
Electrical, Plumbing (MEP) and Energy Engineering (EE) firm, and is qualified by experience
and ability to perform the services desired by the CITY, and the CONSULTANT is willing to
perform such servic-es.
NOW, THEREFORE, THE PARTIES HERETO ISO MUTUALLY AGREE AS
FOLLOWS:
1. ENGAGEMENT OF CONSULTANT. The CITY agrees to engage the
CONSULTANT, 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. ,SCOPE OF SERVICES. The CONSULTANT will perform services as set
forth in the attached Exhibit "A", including, but not limited to, Mechanical, Electrical, Plumbing
(MEP) and Energy Engineering (EB).
The CONSULTANT will be expected to submit proposals for individual task
orders in timely manner, consistent with the general scope of services in Exhibit "A". Task
order proposals shall include a detailed scope of work, schedule of deliverables and "not -to -
exceed" cost estimate. The Project Coordinator will issue a Notice to Proceed upon approval of
each individual task order. After issuance ofa 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.
1 BSE Engineering On -Cal. Agreement, August 20l4
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 Project Coordinator. The CONSULTANT shall appear at meetings as required
by the Project Coordinator to keep staff and City Council advised of the progress on projects.
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, not to exceed a factor of 15% from the
base amount.
3. PROJECT COORDINATION AND SUPERVISION.
Stephen Manganiello, Director of Public Works/City Engineer, 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. Tamara Badkerhanian-Ganev, President/CEO, thereby is designated as the
Project Director for the CONSULTANT.
4. 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 materials, consistent with
Exhibit "B". The total cost for services described in Exhibit "A" shall not exceed $500,000 (the
Base amount) without prior written authorization from the Project Coordinator. Monthly
invoices will be processed for payment and remitted within thirty (30) days from receipt of
invoice, provided that work is accomplished consistent with the general scope of services in
Exhibit "A", and the detailed scope of work and schedule of deliverables provided for
individual task orders, as determined by the Project Coordinator.
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 C1'TY,
and for furnishing of copies to the CITY, if requested.
5. 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, an the amount of cnmpen�satinn
due. rn the event the CONSULTANT and the City cannot agree to the quality or acceptability of
the work, the manner of performance and/or the compensation payable to the CONSULTANT
in this Agreement, the City or the CONSULTANT shall give to the other written notice. Within
ten (10) business days, the CONSULTANT and the City shall each prepare a report which
supports their position and file the same with the other party.
2
BSE Engireamg on -Call Agreement, august 2014
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.
6. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement
will become effective on August 19, 2014. Th.e duration of this Agreement is for the period of
August 19, 2014 through August 18, 2016. With mutual agreement of the parties, this
Agreement may be extended for an additional period of up to one year, through August 18, 2017.
7. DISPONLTION AND OWNERSHLP OF DOCUMENTS. The Memoranda,
,
Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the
CONSULTANT for this Project, whether paper or electronic, shall become the property of the
CITY for use with respect to this Project, and 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 this project, unless otherwise rnutually
agreed.
8. INDEPENDENT C TRACTOR. 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, iLledieal,
unemployment, 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
3 BSE Engineering On -Cell Agreement. August 2014
nor any interest herein may be assigned by the CONSULTANT without the prior written
consent oz 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.
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 herein set forth, and the CONSULTANT or the CONSULTANT'S agents,
servants, or employees are not m any manner agents, servants, or employees of the CITY, it
being understood that the CONSULTANT its agents, servants, and employees are as to the
CITY wholly independent CONSULTANT, and that the CONSULTANT'S obligations to the
CITY are solely such as are 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 CONSULTA1 T 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.
1 1. 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. 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.
Y B. Unless disclosed in writing prior to the date of this Agreement, the
CONSUL TANT warrants to +he C'1TY that it is not now, nor has it for the five (S) years
preceding, been debarred by a governmental agency or involved in deba rent, 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
4 BSE Engineering On-CeiI Ann, August 2014
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 -paragraph 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.
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 (lithe CITY. In its performance hereunder, the
CONSULTANT shall comply with ali legal obligations it may now or hereafter have respecting
er y of other person, corporation.
information or other prup...�,, any firm or ,.. on.
The CONSULTANT shall be liabie to CITY for any damages caused by breach
of this condition, pursuant to the provisions of Section 14.
15. INDEMNIFICATION AND HOLD HARMLESS. The CONSULTANT
agrees to defend, indemnify, and hold harmless the City of National City, its officers and
employees, 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
5 BSE Eagineering on -Call Agreement, August 2014
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
negligent performance of this Agreement.
The indemnity, defense and hold harmless obligations contained herein shall
survive the termination of this Agreement for any alleged or actual omission, act, or negligence
under this Agreement that occurred during the term of this Agreement.
16. 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 Government 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, and employees 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.
17. 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 checked insurance
policies:
A. rsi If checked, 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 ("any auto"). The policy shall name the CITY and its officers, agents
and employees as additional insured, and a separate additional insured endorsement shall be
provided.
C. Commercial General Liability Insurance, with minimum limits of
$2,000,000 per occurrence and $4,000,000 aggregate, covering all bodily injury and property
damage arising out of its operations under this Agreement. The policy shall name the CITY and
its officers, agents and employees as additional insured, and a separate additional insured
endorsement shall be provided. The general aggregate limit must apply solely to this "project"
or "location".
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.
6 BSE Engineering On-Ca:1 Agreement, August 2014
E. The aforesaid policies shall constitute primary insurance as to the CITY,
its officers, 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 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. Insurance shall be written with only California admitted companies that
hold a current policy holder's alphabetic and financial size category rating of not less than A
VIII according to the current Best's Key Rating Guide, or a company 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 California List of
Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements.
H. 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 of such insurance policies
in full force and effect at all times during the terms of this Agreement, the CITY may elect to
treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate
the Agreement as provided herein.
I. All deductibles and self -insured retentions in excess of $10,000 must be
disclosed to and approved by the CITY.
18. 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 shaii
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 attomey's
fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual
an+nrint of attorneys fees inrrirreri by the pre,:aijinrr party.
,..........�.�� .... attorney's w �.........�.....,�.. .. f ..� per... a.,.b j,......J .
19. j mED TIo 'ARuYTRATIrW. Ma dispute arises out of or relates to this
Agreement, or the breach thereof, the parties agree first to try, in good faith, to settle the dispute
by mediation in San Diego, California, in accordance with the Commercial Mediation Rules of
the American Arbitration Association (the "AAA") before resorting to arbitration. The costs of
mediation shall be borne equally by the parties. Any controversy or claim arising out of, or
relating to, this Agreement, or breach thereof, which is not resolved by mediation shall be
settled by arbitration in San Diego, California, in accordance with the Commercial Arbitration
Rules of the .AA_A. then existing. Any award rendered shall be final and conclusive upon the
7 BSE Engineering On -Ceti Agreement, August 2014
parties, and a judgment thereon maybe entered in any court having jurisdiction over the subject
matter of the controversy. Die expenses of the arbitration shall be borne equally t y the parties to
the arbitration, provided that each party shall pay for and bear the costs of its own experts,
evidence and attorneys' fees, except that the arbitrator may assess such expenses or any part
thereof against a specified party as part of the arbitration award.
20. TERMINATION.
A. This Agreement may be terminated with or without cause by the CI.
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
c-ause 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, Drawiings, Plans, Specifications and other documents prepared by the
CONSULTANT, whether paper or electronic, shall immediately become the property of and be
delivered to the CITY, and the CONSULTANT shall be entitled to receive just and equitable
compensation for any work satisfactorily completed onsuch 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 farther 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 deliver; 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 i) if personally delivered. the date of delivery to the address of the person to receive
such notice, (il) if sent by overnight mail, the business day following its deposit in such
overnight mail farili fall if mailed by r gistered certified or ortdltlary ran tl five_. (5) tia c (ten
0) days if he 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:
8 BSE Engineering on -Call Agreement, August 2014
To CITY: Stephen Manganiello
Director of Public Works/City Engineer
Engineering & Public Works Department
City ofNational City
1243 National City Boulevard
National City, CA 91950-4301
To CONSULTANT:
Tamara Badkerhanian-Ganev, AScT, LEED AP, CEM, CxA
President/CEO
BSE Engineering, Inc.
10680 Treena Street, Suite 100
San Diego, CA 92131
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.
22. CONFLICT OF INTEREST AND POLITICAL REFQ 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.
❑ If checked, 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 Paragraph 22 by the
CONSULTANT.
9 BSE Engineering On -Call Ageemeat, August 2014
23. 'REVAILING 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. MISCFJJ. ANEOUS PROVISIONS.
A. Computation of Time Periods. If any date or time period provided ftr ::.
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.
E. 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. 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.
H. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
i. 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.
J. 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 eiiiltvyci, officer, ag41lt or representative of
any
party hereto shall be of any effect unless it is in writing and executed by the partyto be bound
thereby.
K. Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the successors and assigns of the parties hereto.
L. 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
10 SSE Engineering On -Call Agreement, August 2014
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
Ag eernent, (v) each party has agreed to enter into this Agreement Mllowing such review and
the rendering of such advice, and (vt) 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 BSE ENGINEERING, INC.
By:
Ron Morrison, Mayor
APPROVED AS TO FORM:
Claudia G. Silva
City Attorney
Tamara Badkerhanian-Ganev
President/CEO
By.
Alan Brown, P.E.
Principal
11 13SE Engineering vo-eall Agtewaent, Aagust 2014
EXHIBIT "A"
MECHANICAL & ELECTRICAL - REQUEST FOR QUALIFICATIONS (RFQ)
ON -CALL PROJECT SUPPORT SERVICES FOR
NATIONAL CITV'.S CAPITAL IMPROVEMENT PROGRAM (CIP)
BSE ENCISNEERING
February 24, 2014
Mr. Stephen Manganiello
Director of Public Works/City Engineer
City of National City
Department of Engineering & Public Works
1243 National City Boulevard
National City, CA 91950
RE: Mechanical and Electrical Engineering - On -Call Project Support Services for
National City's Capital Improvement Program (CIP)
Dear Mr. Manganiello,
Thank you for this opportunity! BSE Engineering is an award -winning woman -owned, full service,
Mechanicai/Eiectrical/Plumbing (MEP) and Energy Engineering (EE) firm with a key focus on energy
efficiency and sustainable projects in local, state and federal government sectors. BSE is certified as
a Small Local Business Enterprise (SLBE) through the City of San Diego and has a strong performance
history in completing prime contracts for complex electrical, mechanical and energy related projects.
B5E also provides alternative energy system designs, including electrical and energy master planning
services. Over the past 3 years, we have secured well over a million dollars in energy efficiency
incentives for our clients through various utility company (IOU) incentive programs.
BSE Engineering is a local San Diego based engineering firm with a 45 year history of successfully
completing over 1000 prime contracts with various government agencies including counties, cities,
port districts, and the federal government. We have a proven record of past performance to support
our long history of quality engineering services.
We are interested in this On. -Ca!! Contract for three main reasons:
1. We enjoy working with the National City staff and feel honored to be able to support your
mission.
2. Previously with the City of National City. BSE has added value by assisting the City through
the process o' designing a retrofit of the City Fiaii chiller plant and assisting with bidding the
project publicly to secure the energy efficiency block grants cornrnitted fnr the project
3. BSE Engineering has developed a working I L-''Id LIUII]hip acid undersidl tUing of Lily processes as
a sub -consultant to the City through Bureau Veritas and Project Professionals Corporation.
Based on our understanding of the City's mechanical and electrical engineering needs, acting
as a prime engineering consultant will allow us to better deliver our services whiie minimizing
costs and delays that can occur while working as a subconsultant.
Designing Your Sustainable Future
Page 3of35
MECHANICAL & ELECTRICAL - REQUEST FOR QUALIFICATIONS (RFQ)
ON -CALL PROJECT SUPPORT SERVICES FOR
NATIONAL CITY'S CAPITAL IMPROVEMENT PROGRAM (CIP)
else EN9INEERING
We are different than most other engineering firms because we are one of the few local consulting
engineering firms that has clearly positioned themselves as the "Owner's Engineers" and has been
able to avoid conflicts of interests with other parties, including but not limited to vendors,
contractors and suppliers. We understand the rules and the regulations governing the public
contracting and bidding practices and we are able to stay impartial and professional throughout
va! RAN plhdses u'i Uie pi ujeLI
In closing, I would like to quote Albert Einstein ... "Strive not to be a success but to be of value to
others". Our business is built around collaboration, service and adding value. Please let us help you
create mechanical, electrical and energy engineering solutions for your upcoming Capital
Improvement Program (COP).
Warmest Regards,
ITE54$41114"ik
Tamara Badkerhanian-Ganev, AScT, LEE() AP (BD+C), CEM, CxA
President/CEO
Designing You Sustainable Future
Page 4 of 35
BSE ENGINEERING
BSE EngineerFog, Inc. 10680 Treena St., Suite 100, San Diego, CA 92131-2443
tel 858.279.2000 fax 858.279-2626 www.BSEengineering.com
EXHIBIT "B"
CITY OF NATIONAL CITY
MECHANICAL, ENERGY AND ELECTRICAL
ENGINEERING CONSULTING SERVICES
2014-2018 (5 YEAR TERM) HOURLY BILLING RATES
Rate Category
Base Year
Hourly Rate
Principal
$185
Senior Associate/Senior Engineer
$160
Associate/Senior Engineer
$150
Project Engineer
$140
Design Engineer II
$125
Design Engineer !
$115
Senior CAD Drafter
$85
CAD Drafter
$70
Clerical
$55
REIMBURSABLE EXPENSES
Expense
Rate
Mileage
No Charge
Travel Expenses —
Accommodation, Meals, etc.
No Charge
Project Delivery CAD Paper
No Charge
Plots
(Up to three sets per
submission stage)
Additional CAD Paper Plots
$5 / plot
(Beyond three sets)
Project Delivery CAD Vellum ri
$ i 0 / plot vellum
$25 / plot color
Plots
Photocopies
$0. i 0icopy
Fax
No Charge
Handling Fee
0%