HomeMy WebLinkAbout2008 CON CDC Harris & Associates - As Needed Engineering ServicesAGREEMENT
BY AND BETWEEN
THE COMMUNITY DEVELOPMENT COMMISSION
OF THE CITY OF NATIONAL CITY
AND
HARRIS & ASSOCIATES
THIS AGREEMENT is entered into this 1st day of July, 2008, by and between
the COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY, a
community development commission (the "CDC"), and Hams & Associates, a liscensed
engineering firm (the "CONSULTANT").
RECITALS
WHEREAS, the CDC desires to employ a CONSULTANT to provide as needed
civil engineering services.
WHEREAS, the CDC has determined that the CONSULTANT is a liscensed
engineering firm and is qualified by experience and ability to perform the services desired by the
CDC, and the CONSULTANT is willing to perform such services.
NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS
FOLLOWS:
1. ENGAGEMENT OF CONSULTANT. The CDC hereby agrees to engage
the CONSULTANT and the CONSULTANT hereby agrees to perform the services hereinafter
set forth in accordance with all terms and conditions contained herein.
The CONSULTANT represents that all services required hereunder will 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".
The CONSULTANT 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 CONSULTANT shall appear at meetings cited in Exhibit "A" to keep
staff and City Council advised of the progress on the project.
The CDC 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 CDC 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 10% 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 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. Javier Saunders 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 also materials, if any. The
total cost for all work described in Exhibit "A" shall not exceed $200,000 (the Base amount)
utilizing the fee schedule given in Exhibit "B" without prior written authorization from the
Chairman. 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 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 CDC and for fumishing of copies to the CDC, if requested.
5. ACCEPTABILITY OF WORK. The CDC shall decide any and all
questions which may arise as to the quality or acceptability of the services performed and the
manner of performance, the acceptable completion of this Agreement and the amount of
compensation due. In the event the CONSULTANT and the CDC 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 CDC or the CONSULTANT shall give to the other written
notice. Within ten (10) business days, the CONSULTANT and the CDC shall each prepare a
report which supports their position and file the same with the other party. The CDC 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. LENGTH OF AGREEMENT. The term of the Agreement shall be
effective until June 30, 2009.
7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda,
Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the
CONSULTANT for this Project, whether paper or electronic, shall become the property of the
CDC for use with respect to this Project, and shall be tumed 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 CONSULTANT hereby
assigns to the CDC 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 CDC's prior authorization regarding
reproduction, which authorization shall not be unreasonably withheld. The
CONSULTANT shall, upon request of the CDC, execute any further document(s) necessary to
further effectuate this waiver and disclaimer.
The CONSULTANT agrees that the CDC may use, reuse, alter, reproduce,
modify, assign, transfer, or in any other way, medium or method utilize the CONSULTANTs
written work product for the CDC'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.
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city's Standard Agreement— May 2008 revision
Any modification or reuse by the CDC 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 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.
8. INDEPENDENT CONSULTANT. 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 employee 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 CONSULTANT and
the CONSULTANTs 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 CONSULTANT and its employees. Neither this Agreement nor any
interest herein may be assigned by the CONSULTANT without the prior written consent of the
CDC. 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 to adhere to the applicable
terms of this Agreement.
9. CONTROL. Neither the CDC nor its officers, agents or employees shall
have any control over the conduct of the CONSULTANT or any of the CONSULTANTs
employees except as herein set forth, and the CONSULTANT expressly agrees not to represent
that the CONSULTANT or the CONSULTANT's agents, servants, or employees are in any
manner agents, servants or employees of the CDC, it being understood that the CONSULTANT,
its agents, servants, and employees are as to the CDC wholly independent CONSULTANTs
and that the CONSULTANTs obligations to the CDC 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. The CONSULTANT, and each of its subCONSULTANTs, shall obtain and
maintain a current City of National City business license prior to and during performance of any
work pursuant to this Agreement.
11. LICENSES, PERMITS, ETC. The CONSULTANT represents and
covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that
are legally required to practice its profession. 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 CONSULTANTS trade or profession currently practicing under
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City's Standard Agreement— May 2008 revision
similar conditions and in similar locations. The CONSULTANT shall take all special precautions
necessary to protect the CONSULTANTs employees and members of the public from risk of
harm arising out of the nature of the work and/or the conditions of the work site.
B. Unless disclosed in writing prior to the date of this agreement, the
CONSULTANT warrants to the CDC that it is not now, nor has it for the five (5) years preceding,
been debarred by a govemmental agency or involved in debarment, arbitration or litigation
proceedings concerning the CONSULTANTs professional performance or the fumishing 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
CDC, or, when no time is specified, then within a commercially reasonable time. Accordingly,
unless the CONSULTANT has notified the CDC otherwise, the CONSULTANT 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 CONSULTANT to use due
diligence under this sub -paragraph will render the CONSULTANT 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.
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 CDC setting forth the provisions of this non-discrimination clause.
14. CONFIDENTIAL INFORMATION. The CDC 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 CDC. 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 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 CONSULTANT, hereafter disclosed in publicly available sources of
information; (iii) is already in the possession of the CONSULTANT without any obligation of
confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a
third party, but only to the extent that the use or disclosure thereof has been or is rightfully
authorized by that third party.
The CONSULTANT shall not disclose any reports, recommendations,
conclusions or other results of the services or the existence of the subject matter of this
Agreement without the prior written consent of the CDC. In its performance hereunder, the
CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting
the information or other property of any other person, firm or corporation.
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Ciys Standard Agreement — May 2008 revision
CONSULTANT shall be liable to CDC for any damages caused by breath 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 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, including workers'
compensation claims, of or by anyone whomsoever, to the extent resulting from or arising out of
the CONSULTANTs negligent performance of services under 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 Govemment 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 attomey'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 CONSULTANT under this Agreement.
17. INSURANCE. The CONSULTANT, at its sole cost and expense, shall
purchase and maintain, and shall require its subCONSULTANTs, 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 owned, non -
owned, and hired vehicles ("any auto").
C. Commercial general liability insurance, with minimum limits of $1,000,000
per occurrence/$2,000,000 aggregate, covering all bodily injury and property damage arising
out of its operations under this Agreement.
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 CDC. Said endorsement shall be provided
prior to commencement of work under this Agreement.
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 workers'
compensation policies, shall name the CDC and its officers, agents and employees as
additional insureds, and separate additional insured endorsements shall be provided.
G. 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.
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City's Standard Agreement — May 2008 revision
H. Any aggregate insurance limits must apply solely to this Agreement.
I. Insurance shall be written with only Califomia 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 National City Risk Manager. In the event coverage is provided by non -admitted
"surplus lines" carriers, they must be included on the most recent Califomia List of Eligible
Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements.
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 National City 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 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.
K. All deductibles and self -insured retentions in excess of $10,000 must be
disclosed to and approved by the CDC.
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 shall
not be considered in determining the amount of the judgment or award. Attomey's fees to the
prevailing party if other than the CDC shall, in addition, be limited to the amount of attomey's
fees incurred by the CDC in its prosecution or defense of the action, irrespective of the actual
amount of attomey's fees incurred by the prevailing party.
19. 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, Califomia, in accordance with the Commercial Mediation Rules of
the American Arbitration Association (the "AAA") before resorting to arbitration. The costs of
mediation shall be bome 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 bome equally by the parties
to the arbitration, provided that each party shall pay for and bear the costs of its own experts,
evidence and attomeys' 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 CDC. 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 CDC for
cause in the event of a material breach of this Agreement, misrepresentation by the
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Citys Standard Agreement — May 2008 revision
CONSULTANT 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 CONSULTANT as provided for herein.
D. In the event of termination, all finished or unfinished Memoranda Reports,
Maps, Drawings, Plans, Specifications and other documents prepared by the CONSULTANT,
whether paper or electronic, shall immediately become the property of and be delivered to the
CDC, and the CONSULTANT shall be entitled to receive just and equitable compensation for
any work satisfactorily completed on such documents and other materials up to the effective
date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any
damages caused the CDC by the CONSULTANTs 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 CONSULTANT; (2) a
reorganization of the CONSULTANT for the benefit of creditors; or (3) a business
reorganization, change in business name or change in business status of the CONSULTANT.
21. NOTICES. All notices or other communications required or permitted
hereunder shall be in writing, and shall be personally delivered; or sent by ovemight mail
(Federal Express or the like); or sent by registered or certified mail, postage prepaid, retum
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 ovemight mail, the business day following its deposit in such ovemight
mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if
the address is outside the State of California) after the date of deposit in a post office, mailbox,
mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if
given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or
(v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand,
direction or other communication delivered or sent as specified above shall be directed to the
following persons:
To the CDC:
To the CONSULTANT:
Brad Raulston
Executive Director
Community Development Commission
of the City of National City
1243 National City Boulevard
National City, CA 91950-4301
Mr. Javier Saunders
Hams & Associates
750 B Street, Suite 1800
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
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City's Standard Agreernent — May 2008 revision
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 REFORM ACT
OBLIGATIONS. During the term of this Agreement, the CONSULTANT shall not perform
services of any kind for any person or entity whose interests conflict in any way with those of the
CDC. 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 CDC 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 CDC in which the CONSULTANT has a
financial interest as defined in Govemment 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 CDC.
❑ 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 CDC for all damages, costs or
expenses the CDC may suffer by virtue of any violation of this Paragraph 21 by the
CONSULTANT.
23. 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 govemed by and construed in
accordance with the laws of the State of Califomia.
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Citys Standard Agreement — May 2008 revision
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.
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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first above written.
COMMUNI'Tl� DEVELOPMENT COMMISSION HARRIS & ASSOCIATES
OF THE OF NATIONAL CITY (Corporation — signatures of two corporate
officers)
(Partnership — one signature)
By: (Sole proprietorship — one signature)
Ron Morrison, Chairman
APPROVED AS TO FORM: By:
Goo a H. Eiser, III
Legal Counsel
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City's Standard Agreement— May 2008 revision
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 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.
!!
MN
EXHIBIT B
Hams & Associates
Schedule of Rates
Staff Categories Hourly Rates
Program/Project Management
Executive Project Director
$ 195.00
Senior Project Director
$ 190.00
Program Manager
$ 180.00
Technical Support Coordinator
$ 158.00
Program Support Coordinator
$ 142.00
Senior Project Manager
$ 180.00
Project Manager
$ 145-170
Senior Financial Engineer
$ 160.00
Financial Engineer
$ 145.00
Senior Project Engineer
$ 135-150
Controls IT Specialist
$ 147.00
Administrative Assistant
$ 66.00
File Clerk
$ 53.00
Bidda bil ity/Constructa bi li ty
Architectural Reviewer
$ 131-139
Mechanical Reviewer
$ 131-139
Electrical Reviewer
$ 126-131
Structural Reviewer
$ 142.00
Civil Reviewer
$ 131-139
Assistant Project Manager
$ 110.00
Civil Design
Senior Civil Designer
$ 155.00
Scheduling
Civil Designer
$ 145.00
Assistant Civil Designer
$ 110.00
Senior Scheduler
$ 158.00
Scheduler
$ 139.00
Assistant Scheduler
$ 110.00
Claims Management
Senior Claims Manager
$ 194.00
Claims Manager
$ 184.00
Construction Management/Inpection
Project Director
$ 194.00
Construction Managers
$ 139-184
Resident Engineers
$ 139-184
Inspectors
$ 110-142
1
ACORDT, CERTIFICATE OF LIABILITY INSURANCE
DATE (MM/DD/YY)
06/18/08
PRODUCER 0529776
Diversified Risk Insurance Brokers
5900 Christie Avenue
Emeryville, CA 94608
1-510-547-3203
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
INSURED
Harris & Associates Inc.
Attn: Susan Mandilag
120 Mason Circle
Concord, CA 94520
INSURERA:OneBeacon America Insurance Co.
INSURERS:Hartford Fire Insurance Company
INSURERC:American Guarantee & Liability
INSURERD:Alaska National Insurance Company
INSURER E: Continental Casualty Co.
COVERAGES
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
I TR
TYPE OF INSURANCE
POUCY NUMBER
POLICY EFFECTIVE
DATE IMMIDD PA
POLICY EXPIRATION
DATE IMWDD/YY
LIMITS
A
GENERALUABILf1Y
COMMERCIAL GENERAL UABILITY
7180096900001
08/01/07
08/01/08
EACHOCCURRENCE
$ 1,000,000
X
FIRE DAMAGE (My one NO
$ 1,000,000
CLAIMS MADE X OCCUR
MED EXP (My one person)
$ 10,000
X
"X" ■C■ "LP
PERSONAL6ADVINJURY
$1,000,000
X
Sev. of Interest
GENERALAGGREGATE
$2,000,000
GEN'L AGGREGATE LIMIT APPUES PER
PRODUCTS - COMP/OP AGG
$ 2 , 000 , 000
-1 POLICY n PRQ n LOC
B
AUTOMDBILEUABIUTY
ANY AUTO
ALL OWNED AUTOS
SCHEDULED AUTOS
HIRED AUTOS
NON -OWNED AUTOS
57UBNUL6878
08/01/07
08/01/08
COMMNEDSINGLEUMIT
(Ea acddenl)
$1,000,000
X
BODILY INJURY
per
(Perms)
S
X
BODILY INJURY
(Per accdent)
$
X
PROPERTY DAMAGE
(Par accident)
$
GARAGE
LIABILITY
ANY AUTO
AUTO ONLY - EA ACCIDENT
$
OTHER TWIN EAACC
$
AUTO ONLY: AGO
$
C
EXCESSUABILITY
AUC9305561-05
08/01/07
08/01/08
EACHOCCURRENCE
$ 5,000,000
X
OCCUR CUMMSMADE
AGGREGATE
$ 5,000,000
DEDUCTIBLE
RETENTION $
S
S
$
D
WORIGERSCOMPENSATIGNAND
EMPLOYERS' LIABILITY
07HND40007
08/01/07
08/01/08
X TORYIAMl7S FR
E.L. EACH ACCIDENT
$ 1, 000, 000
E.L.DISEASE-EAEMPLOYEE
$ 1,000,000
E.L DISEASE-POUCY UMIT
$ 1, 000, 000
E
OTHER
Professional Liability
ABA113822501
08/01/07
08/01/08
Per Claim/Agg: 85,000,000
$
$
DESCRIPTION OF OPERATIONSILOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS
General & Auto Liability Additional Insured status granted, if required by written contract/agreement, per
attached OneBeacon America Additional insured endorsement and CA2048 0299. For Prof. Liab. coverage,
the Aggregate Limit is the total insurance available for all covered claims reported within the policy period.
A $150,000 deductible applies to each and every claim submitted under the policy.
•
RE: As -needed Services for National City Community Dev. Commission FY 08-09 (HA 8082-0391)
CERTIFICATE HOLDER
082-0391
City of National City
ADDmONAL INSURED; INSURER LETTER:
Community Development Cosmisions
1243 National City Blvd.
National City, CA 91950
USA
CANCELLATION Ten Day Notice for Non -Payment of Premium
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL NID Yr7-•VGMAIL 30 DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, AUOCKKARPOMMIXMAXXX
_ r ,.........••.••.•••.•.••.•. •.••••.•.•40••..•..•.4••4,••. •.•.•••..•••.
AUTHORIZED REPRESENTATIVE
ACORD 25-5 (7/97) amandilag
9068333
Certificate Delivery by CerlificatesNow - www.ConflrmNet.com - 877.669.8600
reACORD CORPORATION 1988
J
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: 8/1/2007
Named Insured:
Harris & 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
II of the Coverage Form.
Subject to all other terms and provisions of the policy, such insurance as provided by this endorsement 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
Excerpts from: Hartford form HA 99 16 03 02
COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT
BUSINESS AUTO COVERAGE FORM
Policy Number: 57UENUL6878
Insurer: Hartford Fire Insurance Co.
Policy Period: August 1, 2007 to August 1, 2008
Named Insured: Harris & Associates Inc.
15. WAIVER OF SUBROGATION
TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - of SECTION IV - BUSINESS
AUTO CONDITIONS is amended by adding the following:
We waive any right of recovery we may have against any person or organization with whom you have
a written contract that requires such waiver because of payments we make for damages under this
Coverage Form.
Page 1 of 1
POLICY #: 7180096900001
INSURED: Hams & Associates Inc.
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY
ADDITIONAL INSURED
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART and GL CONTRACTORS
EXTENDER FORM VCG 206 02 05
a. COMMERCIAL GENERAL LIABILITY COVERAGE FROM CG 00 01 12 04 is amended by the following wording.
b. GL CONTRACTORS EXTENDER paragraph 1. ADDITIONAL INSURED — REQUIRED IN CONTRACT,
AGREEMENT OR PERMIT is deleted and replaced by the following wording.
1. 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 "your 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
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 the 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 insured 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".
b) Immediately forward all legal papers
to us, cooperate in the defense of any
actions, and otherwise comply with
policy conditions.
OneBeacon America Page 1 of 1
Excerpts from: OneBeacon Form VCG 206 02 05
@VANTAGE FOR GENERAL LIABILITY - CONTRACTORS
COMMERCIAL GENERAL LIABILITY COVERAGE FORM
Policy Number: 7180096900001
Insurer. OneBeacon America Insurance Co.
Policy Period: 8/1/2007 — 8/1/2008
Named Insured: Harris & Associates Inc.
5. BLANKET WAIVER OF SUBROGATION
Section IV -Transfer of Rights of Recovery Against Others to Us Condition is amended to add the following:
We will waive any right of recovery we may have against any person or organization because of payments
we make for injury or damage arising out of your ongoing operations done under a written contract or
agreement with that person or organization and included in "your work" or the "products -completed
operations hazard". This waiver applies only to persons or organizations with whom you have a written
contract, executed prior to the "bodily injury" or "property damage", that requires you to waive your rights of
recovery.
Page 1 of 1
AIINSURANCE COMPANY
Alaska National
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -- CALIFORNIA
We have the right to recover our payments from
anyone liable for an injury covered by this policy. We
will not enforce our right against the person or
organization named in the Schedule. (This agreement
applies only to the extent that you perform work under
a written contract that requires you to obtain this
agreement from us.)
Person or Organization
ALL PERSONS OR ORGANIZATIONS THAT ARE
PARTIES TO A CONTRACT THAT REQUIRES YOU
TO OBTAIN THIS AGREEMENT, PROVIDED YOU
EXECUTED THE CONTRACT BEFORE THE LOSS.
You must maintain payroll records accurately segregating
the remuneration of your employees while engaged in the
work described in the Schedule.
The additional premium for this endorsement shall be 2% of
the California workers' compensation premium otherwise
due on such remuneration.
Schedule
Job Description
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise
stated. The Information below Is required only when this endorsement is issued subsequent to preparation of
the policy.
Endorsement Effective 8/1/2007
Insured Harris & Associates, Inc.
WC 04 03060484
Policy No. 07HWD40007
Endorsement No.
RESOLUTION NO. 2008 — 136
RESOLUTION OF THE COMMUNITY DEVELOPMENT
COMMISSION OF THE CITY OF NATIONAL CITY
AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT
WITH HARRIS AND ASSOCIATES TO PROVIDE
AS -NEEDED CIVIL ENGINEERING SERVICES
FOR VARIOUS PROJECTS WITHIN THE
NATIONAL CITY REDEVELOPMENT PROJECT AREA
IN THE NOT TO EXCEED AMOUNT OF $200,000
WHEREAS, the Community Development Commission of the City of National
City (CDC) is implementing the National City Redevelopment Plan; and
WHEREAS, the CDC desires to employ a contractor to provide as -needed civil
engineering services related to various projects within the National City Redevelopment Project
area; and
WHEREAS, the CDC has determined that Harris & Associates is a registered
civil engineering firm, and is qualified by experience and ability to perform as -needed civil
engineering services.
NOW, THEREFORE, BE IT RESOLVED, that the Community Development
Commission of the City of National City hereby authorizes the Mayor to execute an Agreement
with Harris and Associates to provide as -needed civil engineering services for various projects
within the National City Redevelopment Project area in the not to exceed amount of $200,000.
Said Agreement is on file in the office of the City Clerk.
PASSED and ADOPTED this 1st day of July,
on Morrison, Chairman
ATTEST:
Brad 9�aa#s'�rr�ecutive Director
APPROVED AS TO FORM:
George . Eiser, III
Legal Counsel
Passed and adopted by the Community Development Commission of the City of
National City, California, on July 1, 2008, by the following vote, to -wit:
Ayes: Commissioners Morrison, Natividad, Parra, Ungab, Zarate.
Nays: None.
Absent: None.
Abstain: None.
AUTHENTICATED BY: RON MORRISON
Chairman, Community Development Commission
Secretary Development Commission
By:
Deputy
I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of
RESOLUTION NO. 2008-136 of the Community Development Commission of the City
of National City, California, passed and adopted on July 1, 2008.
Secretary, Community Development Commission
By:
Deputy
City of National City, California
COMMUNITY DEVELOPMENT COMMISSION AGENDA STATEMENT
MEETING DATE July 1, 2008 AGENDA ITEM NO. 26
ITEM TITLE
RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL
CITY APPROVING AN AGREEMENT WITH HARRIS & ASSOCIATES TO PROVIDE AS -NEEDED CIVIL
ENGINEERING SERVICES WITH NOT -TO -EXCEED AMOUNT OF $200,000 AND AUTHORIZING THE
CHAIRMAN TO EXECUTE THE AGREEMENT
PREPARED BY
Colby Young 4LE
Project Manager
(x4297)
DEPARTMENT
Redevelopment
Qr�
EXPLANATION
Community Development Commission of the City of National City (CDC) desires to employ a contractor to
provide as -needed civil engineering services related to various projects within the National City Redevelopment
Project. 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 services. Harris & Associates has performed as -
needed civil engineering services to the CDC since December 2005.
Environmental Review i N/A
Financial Statement
Agreement has not -to -exceed amount of $200,000. Charges will be
applied to accounts on a project by project basis.
Approved By:
Account No.
inance Director
STAFF RECOMMENDATION
Adopt resolution.
BOARD / COMMISSION RECOMMENDATION
N/A
ATTACHMENTS ( Listed Below) Resolution No. a ° - 6
Proposed Agreement
A-200 (9/99)
City of National City
Office of the City Clerk
1243 National City Boulevard, National City, CA 91950-4397
Michael R. Dalla, CMC - City Clerk
(619) 336-4228 Fax: (619) 336-4229
July 17, 2008
Mr. Javier Saunders
Harris & Associates
750 B Street, Suite 1800
San Diego, CA 92101
Dear Mr. Saunders,
On July 1st, 2008, Resolution No. 2008-136 was passed and adopted by the
Community Development Commission of the City of National City authorizing the
execution of an agreement with Harris and Associates.
We are enclosing for your records a certified copy of the above Resolution and a
fully executed original agreement.
Sincerely,
h.
Michael R. Dal a, CMC
City Clerk
Enclosures
cc: Community Development Commission
® Recycled Paper