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HomeMy WebLinkAbout2006 CON CDC Harris & Associates - Civil Eng./ Const. Mgt.AGREEMENT BY AND BETWEEN THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY AND HARRIS & ASSOCIATES THIS AGREEMENT is entered into this 18th day of July, 2006, by and between the COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY, a municipal corporation (the "CDC"), and HARRIS & ASSOCIATES (the "CONTRACTOR"). RECITALS WHEREAS, the CDC desires to employ a CONTRACTOR to provide as needed civil engineering and construction management services for projects within the National City Redevelopment Project. WHEREAS, the CDC has determined that the CONTRACTOR is a licensed engineering firm and is qualified by experience and ability to perform the services desired by the CDC, and the CONTRACTOR is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONTRACTOR. The CDC hereby agrees to engage the CONTRACTOR, and the CONTRACTOR hereby agrees to perform the services hereinafter set forth in accordance with all terms and conditions contained herein, on an as -needed basis as determined by the Community Development Commission's Executive Director. The CONTRACTOR represents that all services required hereunder will be performed directly by the CONTRACTOR, or under direct supervision of the CONTRACTOR. 2. SCOPE OF SERVICES. The CONTRACTOR will perform services as set forth in the attached Exhibit "A". The CONTRACTOR shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CDC for such services, except as authorized in advance by the CDC. The CONTRACTOR shall appear at meetings as requested by CDC and as cited in Exhibit "A" to keep staff and the Community Development Commission advised of the progress on the project. The CDC may unilaterally, or upon request from the CONTRACTOR, from time to time reduce or increase the Scope of Services to be performed by the CONTRACTOR under this Agreement. Upon doing so, the CDC and the CONTRACTOR 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 of10% from the base amount. 3. PROJECT COORDINATION AND SUPERVISION. Patricia Beard hereby is designated as the Project Coordinator for the CDC and will monitor the progress and execution of this Agreement. The CONTRACTOR shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONTRACTOR. Javier Saunders thereby is designated as the Project Director for the CONTRACTOR. 4. COMPENSATION AND PAYMENT. The compensation for the CONTRACTOR 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 $200,000. 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 CDC. The CONTRACTOR 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 CDC and for furnishing of copies to the CDC, if requested. 5. LENGTH OF AGREEMENT. The completion date for this Agreement shall be June 30, 2007. 6. DISPOSITION AND OWNERSHIP OF DOCUMENTS. Memoranda, reports, maps, drawings, plans, specifications and other documents prepared by the CONTRACTOR for this Project, whether paper or electronic, shall become the property of the CDC for use with respect to this Project, and shall be turned over to the CDC upon completion of the Project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONTRACTOR hereby assigns to the CDC, and CONTRACTOR 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 CDC's prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONTRACTOR shall, upon request of the CDC, execute any further document(s) necessary to further effectuate this waiver and disclaimer. 2 The CONTRACTOR agrees that the CDC may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium or method utilize the CONTRACTOR's written work product for the CDC's purposes, and the CONTRACTOR 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 CDC of documents, drawings or specifications prepared by the CONTRACTOR shall relieve the CONTRACTOR from liability under Section 14 but only with respect to the effect of the modification or reuse by the CDC, or for any liability to the CDC should the documents be used by the CDC for some project other than what was expressly agreed upon within the Scope of this project, unless otherwise mutually agreed. 7. 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 CONTRACTOR nor the CONTRACTOR'S employees are employees of the CDC and are not entitled to any of the rights, benefits or privileges of the CDC's employees, including but not limited to retirement, medical, unemployment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONTRACTOR and the CONTRACTOR's employees, and it is recognized by the parties that a substantial inducement to the CDC for entering into this Agreement was, and is, the professional reputation and competence of the CONTRACTOR and its employees. Neither this Agreement nor any interest herein may be assigned by the CONTRACTOR without the prior written consent of the CDC. Nothing herein contained is intended to prevent the CONTRACTOR from employing or hiring as many employees or subcontractors as the CONTRACTOR may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONTRACTOR with its subcontractor(s) shall require the subcontractor to adhere to the applicable terms of this Agreement. 8. CONTROL. Neither the CDC nor its officers, agents or employees shall have any control over the conduct of the CONTRACTOR, or any of the CONTRACTOR's employees except as herein set forth, and the CONTRACTOR expressly agrees not to represent that the CONTRACTOR or the CONTRACTOR's agents, servants or employees are in any manner agents, servants or employees of the CDC, it being understood that the CONTRACTOR, its agents, servants and employees are as to the CDC wholly independent contractors, and that the CONTRACTOR's obligations to the CDC are solely such as are prescribed by this Agreement. 3 9. COMPLIANCE WITH APPLICABLE LAW. The CONTRACTOR, 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, now in force. The CONTRACTOR, and each of its subcontractors, shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 10. LICENSES, PERMITS, ETC. The CONTRACTOR represents and covenants that it has all licenses, permits, qualifications and approvals of whatever nature that are legally required to practice its profession. The CONTRACTOR represents and covenants that the CONTRACTOR 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 CONTRACTOR to practice its profession. 11. STANDARD OF CARE. A. The CONTRACTOR, 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 CONTRACTOR's trade or profession currently practicing under similar conditions and in similar locations. The CONTRACTOR shall take all special precautions necessary to protect the CONTRACTOR'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 CONTRACTOR warrants to the CDC 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 CONTRACTOR's professional performance, or the furnishing of materials or services relating thereto. C. The CONTRACTOR is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONTRACTOR has been retained to perform, within the time requirements of the CDC, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONTRACTOR has notified the CDC otherwise, the CONTRACTOR warrants that all products, materials, processes or treatments identified in the project documents prepared for the CDC are reasonably commercially available. Any failure by the CONTRACTOR to use due diligence under this sub -paragraph will render the CONTRACTOR liable to the CDC for any increased costs that result from the CDC'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. 4 12. NON-DISCRIMINATION PROVISIONS. The CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CDC setting forth the provisions of this non-discrimination clause. 13. CONFIDENTIAL INFORMATION. The CDC may from time to time communicate to the CONTRACTOR certain confidential information to enable the CONTRACTOR to effectively perform the services to be provided herein. The CONTRACTOR shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CDC. The CONTRACTOR 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 13, 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 CONTRACTOR, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONTRACTOR without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONTRACTOR 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 CONTRACTOR 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 CDC. In its performance hereunder, the CONTRACTOR 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. CONTRACTOR shall be liable to CDC for any damages caused by breach of this condition, pursuant to the provisions of Section 14. 14. INDEMNIFICATION AND HOLD HARMLESS. The CONTRACTOR agrees to defend, indemnify, and hold harmless the Community Development Commission of 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 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 proportionate extent caused by the CONTRACTOR's negligent performance of this Agreement. 5 15. WORKERS' COMPENSATION. The CONTRACTOR 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 CDC 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 CDC 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 CONTRACTOR under this Agreement. 16. INSURANCE. The CONTRACTOR, at its sole cost and expense, shall purchase and maintain, and shall require its subcontractors, when applicable, to purchase and maintain throughout the term of this agreement, the following insurance policies: ® A. 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 non -owned vehicles. C. Comprehensive general liability insurance, with minimum limits of $1,000,000 combined single limit per occurrence, covering all bodily injury and property damage arising out of its operation under this Agreement. D. Workers' compensation insurance covering all of CONTRACTOR's employees. E. The aforesaid policies shall constitute primary insurance as to the CDC, its officers, employees, and volunteers so that any other policies held by the CDC shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CDC of cancellation or material change. F. Said policies, except for the professional liability and worker's compensation policies, shall name the CDC and its officers, agents and employees as additional insureds. G. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONTRACTOR shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agree- ment. 6 Agreement. H. Any aggregate insurance limits must apply solely to this I. Insurance shall be written with only California admitted companies which hold a current policy holder's alphabetic and financial size category rating of not Tess 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. J. 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 CONTRACTOR does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CDC may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. 17. 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 CDC shall, in addition, be limited to the amount of attorney's fees incurred by the CDC in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 18. MEDIATION/ARBITRATION. If a 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 AAA then existing. Any award rendered shall be final and conclusive upon the parties, and a judgment thereon may be entered in any court having jurisdiction over the subject matter of the controversy. The expenses of the arbitration shall be borne equally by 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. 7 19. TERMINATION. A. This Agreement may be terminated with or without cause by the CDC. Termination without cause shall be effective only upon 60-day's written notice to the CONTRACTOR. During said 60-day period the CONTRACTOR shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CDC for cause in the event of a material breach of this Agreement, misrepresentation by the CONTRACTOR in connection with the formation of this Agreement, or the performance of services, or the failure to perform services as directed by the CDC. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONTRACTOR 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 CONTRACTOR, whether paper or electronic, shall immediately become the property of, and be delivered to, the CDC, and the CONTRACTOR 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 CDC by the CONTRACTOR's breach, if any. Thereafter, ownership of said written material shall vest in the CDC all rights set forth in Section 6. E. The CDC further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONTRACTOR; (2) a reorganization of the CONTRACTOR for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONTRACTOR. 20. 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: 8 To the CDC: Executive Director Community Development Commission of the City of National City 1243 East 12th Street National City, CA 91950 To the CONTRACTOR: Mr. E. Javier Saunders, P.E. Harris & Associates 750 B Street San Diego CA 92101 Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept, or the inability to deliver because of changed address of which no notice was given, shall be deemed to constitute receipt of the notice, demand, request or communication sent. Any notice, request, demand, direction or other communication 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. 21. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONTRACTOR shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the Community Development Commission of the City of National City. The CONTRACTOR also agrees not to specify any product, treatment, process or material for the project in which the CONTRACTOR has a material financial interest, either direct or indirect, without first notifying the CDC of that fact. The CONTRACTOR shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONTRACTOR shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the CDC in which the CONTRACTOR has a financial interest as defined in Government Code Section 87103. The CONTRACTOR 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 CDC. ❑ If checked, the CONTRACTOR shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONTRACTOR 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 CONTRACTOR shall obtain from the City Clerk. The CONTRACTOR shall be strictly liable to the CDC for all damages, costs or expenses the CDC may suffer by virtue of any violation of this Paragraph 21 by the CONTRACTOR. 9 22. MISCELLANEOUS 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. 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. 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. 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. J. Successors and Assigns. This Agreement shall be binding upon, and shall inure to the benefit of the successors and assigns of the parties hereto. 10 K. 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. // // // // // // // // // // // // // // // Signature Page to Follow 11 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. COMMUNITY DEVELOPMENT OF THE CITY OF NATIONAL CITY By: Nick Inzunz( APPROVED AS TO FORM: George H. Eiser, III CDC Legal Counsel HARRIS & ASSOCIATES By: B3hci4 r_0on� Y . obe Vice Presid By: vier Saunders, P.E. nal Manager 12 EXHIBIT A SCOPE OF WORK When and as directed by CDC, the firms shah perform consulting services for redevelopment projects to include, but not be limited to, the following: 1. Provide professional and technical civil engineering consultation and provide support services to the engineering effort, such as landscape architecture, traffic engineering, surveying, and plan checking services on an as needed basis. 2. Provide civil engineering design for CDC Capital Improvement Projects that are not subject to a separate RFQ by the CDC. 3. Evaluate existing utility systems and plan new utility systems to accommodate development. 4. Prepare "D" sheets and bid documents including special provisions and contract specifications. 5. Process engineering drawings and related engineering materials through the National City Public Works/Engineering Departments and other departments as appropriate so as to obtain all necessary permits. 6. Assist in the preparation of bid packages for construction projects. 7. Assist in the scheduling and conducting of the bidding process for construction projects. 8. Attend meetings appropriate to bidding and construction projects as may be directed by CDC. 9. Prepare legal descriptions, parcel maps, consolidation and street vacation maps, process maps, and conduct land surveys as necessary. 10. Provide record maps and prepare as -built drawings as may be required, and process them as necessary to obtain approvals. 11. Provide general drafting as required. 12. Provide landscape and irrigation design services. 13. Provide mechanical, structural, and traffic engineering services as necessary to design/review construction projects. 14. Provide estimating services for demolition, rehabilitation and construction of existing and/or new structures. 15. Provided electrical, mechanical, structural, and traffic engineering services as required. EXHIBIT A Harris & Associates Schedule of Rates Staff Categories Hourly Rates Program/Project Management Executive Project Director $ 170.00 Senior Project Director $ 165.00 Program Manager $ 155.00 Technical Support Coordinator $ 135.00 Program Support Coordinator $ 135.00 Senior Project Manager $ 155.00 Project Manager $ 130-145 Senior Financial Engineer $ 135.00 Financial Engineer $ 125.00 Senior Project Engineer $ 120-130 Controls IT Specialist $ 135.00 Administrative Assistant $ 58.00 File Clerk $ 45.00 Biddability/Constructability Architectural Reviewer $ 115-120 Mechanical Reviewer $ 115-120 Electrical Reviewer $ 110-115 Structural Reviewer $ 135.00 Civil Reviewer $ 115-120 Assistant Project Manager $ 105.00 Civil Design Scheduling Senior Civil Designer $ 135.00 Civil Designer $ 125.00 Assistant Civil Designer $ 98.00 Senior Scheduler $ 135.00 Scheduler $ 120.00 Assistant Scheduler $ 95.00 Claims Management Senior Clams Manager $ 175.00 Claims Manager $ 160.00 Construction Management/Inspection Project Director $ 160.00 Construction Managers $ 120-160 Resident Engineers $ 120-160 Inspectors $ 95-125 HARRAND-01 AFDI 'ACORD,,, CERTIFICATE OF LIABILITY INSURANCE PRODUCER 'ersified Risk Insurance Brokers .'ense #0529776 5900 Christie Avenue Emeryville, CA 94608 INSURED Harris and Associates Inc. Attn: Susan Mandilag 120 Mason Circle Concord, CA 94520-1238 COVERAGES (510) 547-3203 DATE (MM/DD/YYYY) 1/20/2006 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE INSURER A: Atlantic Specialty Insurance Company 1/(- INSURER S. Hartford Fire Insurance Co. NAIC # INSURER C. American Guarantee & Liability INSURERD: Alaska National Insurance Company INSURER E: Continental Casualty Co. THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR ADD'L NSRD TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MM/DD/YY) POLICY EXPIRATION DATE fMM/DDJYYI LIMITS A X GENERAL LIABILITY coMMERCtAL GENERAL LIABILITY 718008245-0001 8/1/2005 8/1/2006 EACH OCCURRENCE $ 1,000,000 X DAMAGE 10 1 (Ea NI EL)enca) $ 50,000 CLAIMS MADE L X I OCCUR MED EXP (Any one person) $ 5,000 X ,.X„ C U PERSONAL &ADV INJURY $ 1,000,000 X Severabllity of Interest GENERAL AGGREGATE $ 2,000,000 GEM. AGGREGATE LIMIT APPLIES PER' —1 PRODUCTS - COMP/OP AGG $ 2,000,000 � POLICY I " I JEO n LOC X AUTOMOBILE LIABILITY ANYAUro ALL OWNED AUTOS SCHEDULED AUKS 57UENUL6878 8/1/2005 ' 8/1/2006 COMBINED SINGLE accident) nt 1,000,000B $ X BODILY INJURY (Per person) $ X HIRED AUTOS NON -OWNED AUTOS INJURY (PBODILYIN U (Per $ X PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY ANY AUTO AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC $ AUTO ONLY' AGG $ C EXCESS/UMBRELLA LIABILITY oceLJR I-1 CLAIMS MADE AUC9305561-03 8/1/2005 8/1/2006 EACH OCCURRENCE $ 5,000,000 X AGGREGATE $ 5,000,000 DEDUCTIBLE RETENTION $ $ $ D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? If yes. describe under 05HWD40007 8/1/2005 811/2006OR X WCY LIMITS STATU- OTIt ER ER E.L. EACH ACCIDENT 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 E E OTHER Professional Liability See Remarks on next page AEA113822501 AEA113822501 8/1/2005 8/1/2005 8/1/2006 8/1/2006 Per Claim: Aggregate: 5,000,000 5,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS ! VEHICLES ! EXCLUSIONS ADDED BY ENDORSEMENT ! SPECIAL PROVISIONS In the event of cancellation for non-payment of premium, a 10 day notice will apply. Re: As -Needed Civil Engineering Consulting Services (H&A#052-0507.01) (Revised.) Community Development Commission of the City of National City and Its officers, agents, and employees are named as additional insured (Ge & Auto Liab.), if required by written contract/agreement, per attached Atlantic Specialty Ins. Co. Additional Insured endorsement, and CA2048 0299. r^GDTICle• ATC unl hCe _ - _ - _ —_ - Community Development Commission of the City of National City Attn: Teresa Chapman 140 East 12th Street, Suite B National City, CA 91950- ACORD 25 (2001/08) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILLXGiO M/XK10 mAp. 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, EIVI- 'jQ(1(1XMX>X)tXPII-Xa[ XIV/MiXYeKllUaklO il(i1Qt iXXCMAKI34:70Mil OYiUXYlb li XXXXFXIXSYCXXXXil XXXi,X01-XWAX AUTHORIZED REPRESENTATIVE �.v-�---- 0 ACORD CORPORATION 1988 REMARKS HARRAND-01 AFDI PAGE 1 OF 1 - Professional Liability coverage, the Aggregate Limit Is the total insurance available for all covered claims reported within policy period. A $150,000 deductible applies to each and every claim submitted under the policy. POLICY #: 718-00-8245-0001 INSURED: Harris and Associates, Inc. THIS ENDORSEMENT CHANGES TIIE POLICY. PLEASE READ IT CAREFULLY ADDITIONAL INSURED This endorsement modifies insurance provided tinder the following: COld ERC:IAL GENERAL LIABILITY COVERAGE PART I. WHO IS AN INSURED — (Section II) is amended to include as an additional insured any person or organization you are required to add as an additional insured under this policy in a written contract or written agreement in effect during this policy period and signed and executed by you prior to the loss for which coverage is sought. The person or organization does not qualify as an additional insured with respect to the independent acts or omissions of such person or organization. The person or organization is only an additional insured with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused by "dour work" performed under the written contract or written agreement. 2. The insurance provided to the additional insured is limited as follows: a) This endorsement shall not increase the limits stated in Section III — LIMITS OF INSURANCE. b) The insurance provided to the additional insured does not apply to -bodily injury", "property damage", or "personal and advertising injury" arising out of an architect's, engineer's or surveyor's rendering of or failure to render any professional services including: I. The preparing, approving or failing to prepare or approve maps. shop drawings, opinions, reports, surveys, field orders, change orders, or drawings and specifications: and II. Supervisory or inspection activities performed as part of any related architectural Atlantic Specialty Insurance Company or engineering activities. c) This insurance does not apply to :`bodily injury: or "property damage" caused by "your work" included in the "products -completed operations hazard" unless you are required to provide such coverage for the additional insured by a written contract or written agreement in effect during this policy period and signed and executed by you prior to thc loss for which coverage is sought. 3. Subpart (1)(a) of the Pollution exclusion (Section I — Coverages, part 2. f. of the Commercial General Liability Coverage form) does not apply to you if the "bodily injury' or "property damage" arises out of "your work" performed on premises which are owned or rented by the additional insured at the time "your work" is performed. 4. Any coverage provided by this endorsement to an additional insured shall be excess over any other valid and collectible insurance available to the additional ensured whether primary, excess, contingent or on any other basis unless a written contract or written agreement in effect during this policy period .and signed and executed by you prior to the loss for which coverage is sought specifically requires that this insurance apply on a primary or non- contributory basis. 5. As a condition of coverage, each additional insured must: a) Give us prompt written notice of any "occurrence" or offense which may result in a claim and prompt written notice of "suit". Page 1 of 2 b) c) Immediately forward all legal papers to us, cooperate in the defense of any actions_ and otherwise comply with policy conditions. Tender the defense and indemnity of any claim or "suit" to any other insurer which also insures against a loss we cover under this endorsement. This includes, but is not limited to, any insurer which has issued a policy of insurance in which the additional insured qualifies as an insured. For Atlantic Specialty Insurance Company purposes of this requirement, the term "insures against" refers to any self- insurance and to any insurer which issued a policy of insurance that may provide coverage for the loss, regardless of whether the additional insured has actually requested that the insurer provide the additional insured with a defense and;or indemnity under that policy of insurance. d) Agree to make available any other insurance that the additional insured has for a loss we cover under this endorsement. Page 2 of 2 POLICY #: 57UENUL6878 COMMERCIAL AUTO CA20480299 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi- fied by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" under the Who Is An Insured Provi- sion of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Endorsement Effective: Named Insured: Harris and Associates Inc. SCHEDULE Name of Person(s) or Organization(s): Any person or organization with whom you agreed, pursuant to a written contract or written agreement to provide insurance such as is afforded under this policy. (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to the endorsement.) Each person or organization shown in the Schedule is an "insured" for Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision contained in Section 1I of the Coverage Form. Sother ter s and`1 ovisions of the policy, such insurance as provided by this endorseient shall be deemed. primary, -but only with respect to work performed by or for the named insured in connection with the above described contract. Any other insurance maintained by the Additional Insured(s) shall be excess and non- contributory. CA20480299 Copyright, Insurance Services Office, Inc., 1998 Page 1 of 1 RESOLUTION NO. 2006 - 148 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY AUTHORIZING THE CHAIRMAN TO EXECUTE AN AGREEMENT WITH HARRIS & ASSOCIATES FOR THE NOT TO EXCEED AMOUNT OF $200,000 TO PROVIDE AS -NEEDED CIVIL ENGINEERING AND CONSTRUCTION MANAGEMENT SERVICES WHEREAS, the Community Development Commission (CDC) is implementing the National City Redevelopment Plan; and WHEREAS, the CDC requires services of an as -needed civil engineer to implement the National City Redevelopment Plan; and WHEREAS, Harris & Associates have been the CDC's as -needed civil engineering after being selected through a Request for Qualifications process; and WHEREAS, the CDC desires to retain Harris & Associates to complete civil engineering and construction management services related to implementing street and facade improvements; and WHEREAS, the CDC has determined that Harris & Associates is a registered civil engineer and is qualified by experience and ability to perform as -needed civil engineering and construction management services. NOW, THEREFORE, BE IT RESOLVED, that the Community Development Commission of the City of National City hereby authorizes the Chairman to execute an Agreement with Harris & Associates for the not to exceed amount of $200,000 to provide as - needed civil engineering and construction management services. Said Agreement is on file in the office of the City Clerk. PASSED AND ADOPTED this 18th day of July, 2006. ATTEST: Chris apata, „f'. etary APPROVED AS TO FORM: g,„A. George H. Eiser, III Legal Counsel Passed and adopted by the Community Development Commission of National City, California, on July 18, 2006, by the following vote, to -wit: Ayes: Councilmembers Inzunza, Morrison, Natividad, Parra, Zarate. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: NICK INZUNZA Chairman Cgtfimunity Development Commission Secretary Co ui ity Development Commission By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2006-148 of the Community Development Commission of the City of National City, California, passed and adopted on July 18, 2006. Secretary Community Development Commission By: Deputy City of National City Office of the City Clerk 1243 National City Boulevard, National City, CA 91950-4397 (619) 336-4226 August 1, 2006 Mr. Javier Saunders Regional Manager Harris and Associates 750 B Street. Suite 1800 San Diego, CA 92101 Project: National City — As needed Civil Engineering and construction management services, Resolution No. 2006-148 Dear Mr.Saunders: On July 18, 2006, the City Council of the City of National City passed and adopted Resolution No. 2006 - 148, awarding a contract in the not to exceed amount of $200,000 to Harris & Associates. We are pleased to enclose one fully executed original contract and one certified copy of the Resolution for your records. Should you have any questions, please contact Mr. Chris Zapata, Executive Director, Community Development Commission at (619) 336-4240. Michael R. Dalla City Clerk MRD Enclosure cc: CDC Recycled Paper City of National City, California COMMUNITY DEVELOPMENT COMMISSION AGENDA STATEMENT MEETING DATE July 18.2006 (ITEM TITLE AGENDA ITEM NO 48 Resolution - Authorizing the Chairman to execute an Agreement with Harris & Associates for the not to exceed amount of $200,000 to provide as -needed civil engineering and construction management services. PREPARED BY DEPARTMENT David Parsons, CDC Project Manager Community Development Commission (619) 336-4297 EXPLANATION Harris & Associates is providing as -needed civil engineering and construction management services to the National City Community Development Commission ("CDC") for several redevelopment projects (Facade Improvement Program, 23rd Street improvements and the Olson site demolition). The proposed Agreement will allow these projects and programs to continue moving forward. Environmental Review The proposed Agreement is exempt from CEQA review. Financial Statement Under the terms of the proposed Agreement, the total fee will not exceed $200,000. Funding is budgeted and available in the 2006-07 Fiscal -Year CDC Budget as adopted. Account No. STAFF RECOMMENDATION Adopt the Resolution Approving an Agreement with Harris & Associates to provide as -needed civil engineering and construction management services and authorizing the Chairman to execute the Agreement. BOARD / COMMISSION RECOMMENDATION None rATTACHMENTS 1. Background Report [. 2. Agreement Resolution No. 2. 08 (, - I y8 A-200 (9/80) Page 1 of 2 RESOLUTION NO. 2006 — RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY AUTHORIZING THE CHAIRMAN TO EXECUTE AN AGREEMENT WITH HARRIS & ASSOCIATES FOR THE NOT TO EXCEED AMOUNT OF $200,000 TO PROVIDE AS -NEEDED CIVIL ENGINEERING AND CONSTRUCTION MANAGEMENT SERVICES WHEREAS, the Community Development Commission (CDC) is implementing the National City Redevelopment Plan; and WHEREAS, the CDC requires services of an as -needed civil engineer to implement the National City Redevelopment Plan; and WHEREAS, Harris & Associates have been the CDC's as -needed civil engineering after being selected through a Request for Qualifications process; and WHEREAS, the CDC desires to retain Harris & Associates to complete civil engineering and construction management services related to implementing street and facade improvements; and WHEREAS, the CDC has determined that Harris & Associates is a registered civil engineer and is qualified by experience and ability to perform as -needed civil engineering and construction management services. NOW, THEREFORE, BE IT RESOLVED, that the Community Development Commission of the City of National City hereby authorizes the Chairman to execute an Agreement with Harris & Associates for the not to exceed amount of $200,000 to provide as - needed civil engineering and construction management services. Said Agreement is on file in the office of the City Clerk. PASSED AND ADOPTED this 18th day of July, 2006. Nick Inzunza,Chairman ATTEST: Chris Zapata, Secretary APPROVED AS TO FORM: George H. Eiser, III Legal Counsel ATTACHMENT 1 BACKGROUND REPORT Harris & Associates has been the CDC's as -needed civil engineer since November 16, 2004, when the firm was selected through a Request for Qualifications process. Since that time Harris has assisted the CDC with implementing its' facade improvement program, street improvements and demolition projects; specific projects include: • National City Aquatic Center • Removal of railroad tracks for Marina Gateway and Motivational Systems, Incorporated ("MSI") projects ■ Review of construction documents for FoodLand improvements • Highland Avenue plan check • Demolition of buildings vacated by MSI ■ Las Palmas Park Mapping • Diaz development parking ■ . Mapping of Pacific Steel site • 23rd & Harrison improvements design CDC staff desires to continue working with Harris & Associates because the firm has been responsive to requests and has provided a wide range of services at cost-effective rates. The proposed Agreement would retain Harris & Associates to continue providing as -needed civil engineering support through the end of the current 2006-07 fiscal year. Among the projects currently known to require civil engineering and or construction management assistance for the 2006-07 fiscal year are: ■ Construction management/inspection for Highland Avenue • Bid preparation and construction management for Commercial Facade Program • Parking solutions for Highland Avenue • Parcel map plan checking • Project support for 23rd and Harrison Avenue Street improvements • Bidding and management services for the Olson site demolition CDC Staff recommends that the CDC Board adopt Resolution No. 2006-XX approving an Agreement with Harris & Associates to provide as -needed civil engineering and construction management services and authorize the Chairman to execute the Agreement. Page 2 of 2 ATTACHMENT 2 AGREEMENT BY AND BETWEEN THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY AND HARRIS & ASSOCIATES THIS AGREEMENT is entered into this 18th day of July, 2006, by and between the COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY, a municipal corporation (the "CDC"), and HARRIS & ASSOCIATES (the "CONTRACTOR"). RECITALS WHEREAS, the CDC desires to employ a CONTRACTOR to provide as needed civil engineering and construction management services for projects within the National City Redevelopment Project. WHEREAS, the CDC has determined that the CONTRACTOR is a licensed engineering firm and is qualified by experience and ability to perform the services desired by the CDC, and the CONTRACTOR is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONTRACTOR. The CDC hereby agrees to engage the CONTRACTOR, and the CONTRACTOR hereby agrees to perform the services hereinafter set forth in accordance with all terms and conditions contained herein, on an as -needed basis as determined by the Community Development Commission's Executive Director. The CONTRACTOR represents that all services required hereunder will be performed directly by the CONTRACTOR, or under direct supervision of the CONTRACTOR. 2. SCOPE OF SERVICES. The CONTRACTOR will perform services as set forth in the attached Exhibit "A". The CONTRACTOR shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CDC for such services, except as authorized in advance by the CDC. The CONTRACTOR shall appear at meetings as requested by CDC and as cited in Exhibit "A" to keep staff and the Community Development Commission advised of the progress on the project. The CDC may unilaterally, or upon request from the CONTRACTOR, from time to time reduce or increase the Scope of Services to be performed by the CONTRACTOR under this Agreement. Upon doing so, the CDC and the CONTRACTOR 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 of10% from the base amount. 3. PROJECT COORDINATION AND SUPERVISION. Patricia Beard hereby is designated as the Project Coordinator for the CDC and will monitor the progress and execution of this Agreement. The CONTRACTOR shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONTRACTOR. Javier Saunders thereby is designated as the Project Director for the CONTRACTOR. 4. COMPENSATION AND PAYMENT. The compensation for the CONTRACTOR 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 $200,000. 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 CDC. The CONTRACTOR 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 CDC and for furnishing of copies to the CDC, if requested. 5. LENGTH OF AGREEMENT. The completion date for this Agreement shall be June 30, 2007. 6. DISPOSITION AND OWNERSHIP OF DOCUMENTS. Memoranda, reports, maps, drawings, plans, specifications and other documents prepared by the CONTRACTOR for this Project, whether paper or electronic, shall become the property of the CDC for use with respect to this Project, and shall be turned over to the CDC upon completion of the Project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONTRACTOR hereby assigns to the CDC, and CONTRACTOR 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 CDC's prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONTRACTOR shall, upon request of the CDC, execute any further document(s) necessary to further effectuate this waiver and disclaimer. 2 The CONTRACTOR agrees that the CDC may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium or method utilize the CONTRACTOR's written work product for the CDC's purposes, and the CONTRACTOR 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 CDC of documents, drawings or specifications prepared by the CONTRACTOR shall relieve the CONTRACTOR from liability under Section 14 but only with respect to the effect of the modification or reuse by the CDC, or for any liability to the CDC should the documents be used by the CDC for some project other than what was expressly agreed upon within the Scope of this project, unless otherwise mutually agreed. 7. 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 CONTRACTOR nor the CONTRACTOR'S employees are employees of the CDC and are not entitled to any of the rights, benefits or privileges of the CDC's employees, including but not limited to retirement, medical, unemployment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONTRACTOR and the CONTRACTOR's employees, and it is recognized by the parties that a substantial inducement to the CDC for entering into this Agreement was, and is, the professional reputation and competence of the CONTRACTOR and its employees. Neither this Agreement nor any interest herein may be assigned by the CONTRACTOR without the prior written consent of the CDC. Nothing herein contained is intended to prevent the CONTRACTOR from employing or hiring as many employees or subcontractors as the CONTRACTOR may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONTRACTOR with its subcontractor(s) shall require the subcontractor to adhere to the applicable terms of this Agreement. 8. CONTROL. Neither the CDC nor its officers, agents or employees shall have any control over the conduct of the CONTRACTOR, or any of the CONTRACTOR's employees except as herein set forth, and the CONTRACTOR expressly agrees not to represent that the CONTRACTOR or the CONTRACTOR's agents, servants or employees are in any manner agents, servants or employees of the CDC, it being understood that the CONTRACTOR, its agents, servants and employees are as to the CDC wholly independent contractors, and that the CONTRACTOR's obligations to the CDC are solely such as are prescribed by this Agreement. 3 9. COMPLIANCE WITH APPLICABLE LAW. The CONTRACTOR, 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, now in force. The CONTRACTOR, and each of its subcontractors, shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 10. LICENSES, PERMITS, ETC. The CONTRACTOR represents and covenants that it has all licenses, permits, qualifications and approvals of whatever nature that are legally required to practice its profession. The CONTRACTOR represents and covenants that the CONTRACTOR 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 CONTRACTOR to practice its profession. 11. STANDARD OF CARE. A. The CONTRACTOR, 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 CONTRACTOR's trade or profession currently practicing under similar conditions and in similar locations. The CONTRACTOR shall take all special precautions necessary to protect the CONTRACTOR'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 CONTRACTOR warrants to the CDC 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 CONTRACTOR's professional performance, or the furnishing of materials or services relating thereto. C. The CONTRACTOR is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONTRACTOR has been retained to perform, within the time requirements of the CDC, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONTRACTOR has notified the CDC otherwise, the CONTRACTOR warrants that all products, materials, processes or treatments identified in the project documents prepared for the CDC are reasonably commercially available. Any failure by the CONTRACTOR to use due diligence under this sub -paragraph will render the CONTRACTOR liable to the CDC for any increased costs that result from the CDC'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. 4 12. NON-DISCRIMINATION PROVISIONS. The CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CDC setting forth the provisions of this non-discrimination clause. 13. CONFIDENTIAL INFORMATION. The CDC may from time to time communicate to the CONTRACTOR certain confidential information to enable the CONTRACTOR to effectively perform the services to be provided herein. The CONTRACTOR shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CDC. The CONTRACTOR 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 13, 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 CONTRACTOR, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONTRACTOR without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONTRACTOR 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 CONTRACTOR 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 CDC. In its performance hereunder, the CONTRACTOR 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. CONTRACTOR shall be liable to CDC for any damages caused by breach of this condition, pursuant to the provisions of Section 14. 14. INDEMNIFICATION AND HOLD HARMLESS. The CONTRACTOR agrees to defend, indemnify, and hold harmless the Community Development Commission of the City of National City, its officers and employees, against and from any and all liability, Toss, 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 proportionate extent caused by the CONTRACTOR's negligent performance of this Agreement. 5 15. WORKERS' COMPENSATION. The CONTRACTOR 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 CDC 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 CDC 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 CONTRACTOR under this Agreement. 16. INSURANCE. The CONTRACTOR, at its sole cost and expense, shall purchase and maintain, and shall require its subcontractors, when applicable, to purchase and maintain throughout the term of this agreement, the following insurance policies: ® A. 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 non -owned vehicles. C. Comprehensive general liability insurance, with minimum limits of $1,000,000 combined single limit per occurrence, covering all bodily injury and property damage arising out of its operation under this Agreement. D. Workers' compensation insurance covering all of CONTRACTOR's employees. E. The aforesaid policies shall constitute primary insurance as to the CDC, its officers, employees, and volunteers so that any other policies held by the CDC shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CDC of cancellation or material change. F. Said policies, except for the professional liability and worker's compensation policies, shall name the CDC and its officers, agents and employees as additional insureds. G. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONTRACTOR shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agree- ment. 6 H. Any aggregate insurance limits must apply solely to this Agreement. I. Insurance shall be written with only California admitted companies which 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. J. 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 CONTRACTOR does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CDC may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. 17. 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 CDC shall, in addition, be limited to the amount of attorney's fees incurred by the CDC in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 18. MEDIATION/ARBITRATION. If a 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 AAA then existing. Any award rendered shall be final and conclusive upon the parties, and a judgment thereon may be entered in any court having jurisdiction over the subject matter of the controversy. The expenses of the arbitration shall be borne equally by 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. 7 19. TERMINATION. A. This Agreement may be terminated with or without cause by the CDC. Termination without cause shall be effective only upon 60-day's written notice to the CONTRACTOR. During said 60-day period the CONTRACTOR shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CDC for cause in the event of a material breach of this Agreement, misrepresentation by the CONTRACTOR in connection with the formation of this Agreement, or the performance of services, or the failure to perform services as directed by the CDC. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONTRACTOR 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 CONTRACTOR, whether paper or electronic, shall immediately become the property of, and be delivered to, the CDC, and the CONTRACTOR 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 CDC by the CONTRACTOR's breach, if any. Thereafter, ownership of said written material shall vest in the CDC all rights set forth in Section 6. E. The CDC further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONTRACTOR; (2) a reorganization of the CONTRACTOR for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONTRACTOR. 20. 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: 8 To the CDC: Executive Director Community Development Commission of the City of National City 1243 East 12th Street National City, CA 91950 To the CONTRACTOR: Mr. E. Javier Saunders, P.E. Harris & Associates 750 B Street San Diego CA 92101 Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept, or the inability to deliver because of changed address of which no notice was given, shall be deemed to constitute receipt of the notice, demand, request or communication sent. Any notice, request, demand, direction or other communication 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. 21. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONTRACTOR shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the Community Development Commission of the City of National City. The CONTRACTOR also agrees not to specify any product, treatment, process or material for the project in which the CONTRACTOR has a material financial interest, either direct or indirect, without first notifying the CDC of that fact. The CONTRACTOR shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONTRACTOR shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the CDC in which the CONTRACTOR has a financial interest as defined in Government Code Section 87103. The CONTRACTOR 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 CDC. ❑ If checked, the CONTRACTOR shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONTRACTOR 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 CONTRACTOR shall obtain from the City Clerk. The CONTRACTOR shall be strictly liable to the CDC for all damages, costs or expenses the CDC may suffer by virtue of any violation of this Paragraph 21 by the CONTRACTOR. 9 22. MISCELLANEOUS 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. 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. 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. 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. J. Successors and Assigns. This Agreement shall be binding upon, and shall inure to the benefit of the successors and assigns of the parties hereto. 10 K. 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. // // // // // // // // // // // // // Signature Page to Follow 11 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. COMMUNITY DEVELOPMENT HARRIS & ASSOCIATES OF THE CITY OF NATIONAL CITY By: Nick Inzunza, Chairman APPROVED AS TO FORM: George H. Eiser, III CDC Legal Counsel By: Byron'. obe Vice Presid By: viA vier Saunders, P.E. nal Manager 12 EXHIBIT A SCOPE OF WORK When and as directed by CDC, the firms shall perform consulting services for redevelopment projects to include, but not be limited to, the following: 1. Provide professional and technical civil engineering consultation and provide support services to the engineering effort, such as landscape architecture, traffic engineering, surveying, and plan checking services on an as needed basis. 2. Provide civil engineering design for CDC Capital Improvement Projects that are not subject to a separate RFC) by the CDC. 3. Evaluate existing utility systems and plan new utility systems to accommodate development. 4. Prepare "D" sheets and bid documents including special provisions and contract specifications. 5. Process engineering drawings and related engineering materials through the National City Public Works/Engineering Departments and other departments as appropriate so as to obtain all necessary permits. 6. Assist in the preparation of bid packages for construction projects. 7. Assist in the scheduling and conducting of the bidding process for construction projects. 8. Attend meetings appropriate to bidding and construction projects as may be directed by CDC. 9. Prepare legal descriptions, parcel maps, consolidation and street vacation maps, process maps, and conduct land surveys as necessary. 10. Provide record maps and prepare as -built drawings as may be required, and process them as necessary to obtain approvals. 11. Provide general drafting as required. 12. Provide landscape and irrigation design services. 13. Provide mechanical, structural, and traffic engineering services as necessary to design/review construction projects. 14. Provide estimating services for demolition, rehabilitation and construction of existing and/or new structures. 15. Provided electrical, mechanical, structural, and traffic engineering services as required. EXHIBIT A Harris & Associates Schedule of Rates Staff Categories Dourly Rates Program/Project Management Executive Project Director $ 170.00 Senior Project Director $ 165.00 Program Manager $ 155.00 Technical Support Coordinator $ 135.00 Program Support Coordinator $ 135.00 Senior Project Manager $ 155.00 Project Manager $ 130-145 Senior Financial Engineer $ 135.00 Financial Engineer $ 125.00 Senior Project Engineer $ 120-130 Controls IT Specialist Administrative Assistant $ 135.00 $ 58.00 File Clerk $ 45.00 Bid dability/Constructability Architectural Reviewer $ 115-120 Mechanical Reviewer $ 115-120 Electrical Reviewer $ 110-115 Structural Reviewer $ 135.00 Civil Reviewer $ 115-120 Assistant Project Manager Civil Design Scheduling $ 105.00 Senior Civil Designer Civil Designer $ 135.00 $ 125.00 Assistant Civil Designer $ 98.00 Senior Scheduler $ 135.00 Scheduler $ 120.00 Assistant Scheduler $ 95.00 Claims Management Senior Clams Manager $ 175.00 Claims Manager $ 160.00 Construction Management/Inspection Project Director $ 160.00 Construction Managers $ 120-160 Resident Engineers $ 120-160 Inspectors $ 95-125