HomeMy WebLinkAbout2009 CON Harris & Associates - As Needed Engineering ServicesAGREEMENT
BY AND BETWEEN
THE CITY OF NATIONAL CITY
AND
HARRIS & ASSOCIATES
THIS AGREEMENT is entered into this 6th day of January, 2009 by and between
the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and HARRIS &
ASSOCIATES, a Corporation (the "CONSULTANT").
RECITALS
WHEREAS, the CITY desires to employ a CONSULTANT to provide Civil
Engineering/Traffic Engineering Services for the City's Capital Improvement Projects.
WHEREAS, the CITY has determined that the CONSULTANT is a Professional
Civil Engineering/Traffic Engineering firm and is qualified by experience and ability to perform
the services desired by the CITY, and the CONSULTANT is willing to perform such services.
NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS
FOLLOWS:
1. ENGAGEMENT OF CONSULTANT. The CITY 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 CITY for such services, except as authorized in
advance by the CITY. The CONSULTANT shall appear at meetings cited in Exhibit "A"to keep
staff and City Council advised of the progress on the project.
The CITY may unilaterally, or upon request from the CONSULTANT, from time to
time reduce or increase the Scope of Services to be performed by the CONSULTANT under this
Agreement. Upon doing so, the CITY and the CONSULTANT agree to meet in good faith and
confer for the purpose of negotiating a corresponding reduction or increase in the compensation
associated with said change in services, not to exceed a factor of 10% from the base amount.
3. PROJECT COORDINATION AND SUPERVISION. Din Daneshfar, P.E.
hereby is designated as the Project Coordinator for the CITY and will monitor the progress and
execution of this Agreement. The CONSULTANT shall assign a single Project Director to
provide supervision and have overall responsibility for the progress and execution of this
Agreement for the CONSULTANT. Ehab Gerges, P.E. 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 the schedule given in Exhibit
"A" (the Base amount) without prior written authorization from the Project Manager. Monthly
invoices will be processed for payment and remitted within thirty (30) days from receipt of
invoice, provided that work is accomplished consistent with Exhibit "A" as determined by the
CITY. Total compensation shall not exceed $100,000.
The CONSULTANT shall maintain all books, documents, papers, employee time
sheets, accounting records, and other evidence pertaining to costs incurred and shall make
such materials available at its office at all reasonable times during the term of this Agreement
and for three (3) years from the date of final payment under this Agreement, for inspection by
the CITY and for furnishing of copies to the CITY, if requested.
5. ACCEPTABILITY OF WORK. The City shall decide any and all
questions which may arise as to the quality or acceptability of the services performed and the
manner of performance, the acceptable completion of this Agreement and the amount of
compensation due. In the event the CONSULTANT and the City cannot agree to the quality or
acceptability of the work, the manner of performance and/or the compensation payable to the
CONSULTANT in this Agreement, the City or the CONSULTANT shall give to the other written
notice. Within ten (10) business days, the CONSULTANT and the City shall each prepare a
report which supports their position and file the same with the other party. The City shall, with
reasonable diligence, determine the quality or acceptability of the work, the manner of
performance and/or the compensation payable to the CONSULTANT.
6. LENGTH OF AGREEMENT. Completion dates or time durations for
specific portions of the Project are set forth in Exhibit "A".
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
CITY for use with respect to this Project, and shall be turned over to the CITY upon completion
of the Project, or any phase thereof, as contemplated by this Agreement.
Contemporaneously with the transfer of documents, the CONSULTANT hereby
assigns to the CITY and CONSULTANT thereby expressly waives and disclaims, any copyright
in, and the right to reproduce, all written material, drawings, plans, specifications or other work
prepared under this agreement, except upon the CITY's prior authorization regarding
reproduction, which authorization shall not be unreasonably withheld. The CONSULTANT shall,
upon request of the CITY, execute any further document(s) necessary to further effectuate this
waiver and disclaimer.
The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce,
modify, assign, transfer, or in any other way, medium or method utilize the CONSULTANT's
written work product for the CITY's purposes, and the CONSULTANT expressly waives and
disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to
intellectual property and artistic works.
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City's Standard Agreement — June 2008 revision
Any modification or reuse by the CITY of documents, drawings or specifications
prepared by the CONSULTANT shall relieve the CONSULTANT from liability under Section 14
but only with respect to the effect of the modification or reuse by the CITY, or for any liability to
the CITY should the documents be used by the CITY for some project other than what was
expressly agreed upon within the Scope of this project, unless otherwise 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 CITY and are not entitled to any of the rights,
benefits, or privileges of the CITY's employees, including but not limited to retirement, medical,
unemployment, or workers' compensation insurance.
This Agreement contemplates the personal services of the
CONSULTANT and the CONSULTANT's employees, and it is recognized by the parties that a
substantial inducement to the CITY for entering into this Agreement was, and is, the
professional reputation and competence of the CONSULTANT and its employees. Neither this
Agreement nor any interest herein may be assigned by the CONSULTANT without the prior
written consent of the CITY. Nothing herein contained is intended to prevent the CONSULTANT
from employing or hiring as many employees, or subCONSULTANTs, as the
CONSULTANT may deem necessary for the proper and efficient performance of this
Agreement. All agreements by CONSULTANT with its subCONSULTANT(s) shall require the
subCONSULTANT to adhere to the applicable terms of this Agreement.
9. CONTROL. Neither the CITY nor its officers, agents or employees shall
have any control over the conduct of the CONSULTANT or any of the CONSULTANT's
employees except as herein set forth, and the CONSULTANT 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 CITY, it being understood that the
CONSULTANT, its agents, servants, and employees are as to the CITY wholly independent
CONSULTANTs and that the CONSULTANT's obligations to the CITY are solely such as are
prescribed by this Agreement.
10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, in the
performance of the services to be provided herein, shall comply with all applicable State and
Federal statutes and regulations, and all applicable ordinances, rules and regulations of the City
of National City, whether now in force or subsequently enacted. The 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 CONSULTANT's trade or profession currently practicing under
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City's Standard Agreement — June 2008 revision
similar conditions and in similar locations. The CONSULTANT shall take all special precautions
necessary to protect the CONSULTANT's employees and members of the public from risk of
harm arising out of the nature of the work and/or the conditions of the work site.
B. Unless disclosed in writing prior to the date of this agreement, the
CONSULTANT warrants to the CITY that it is not now, nor has it for the five (5) years preceding,
been debarred by a governmental agency or involved in debarment, arbitration or litigation
proceedings concerning the CONSULTANT's professional performance or the furnishing of
materials or services relating thereto.
C. The CONSULTANT is responsible for identifying any unique
products, treatments, processes or materials whose availability is critical to the success of the
project the CONSULTANT has been retained to perform, within the time requirements of the
CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly,
unless the CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that all
products, materials, processes or treatments identified in the project documents prepared for
the CITY are reasonably commercially available. Any failure by the CONSULTANT to use due
diligence under this sub -paragraph will render the CONSULTANT liable to the CITY for any
increased costs that result from the CITY's later inability to obtain the specified items or any
reasonable substitute within a price range that allows for project completion in the time frame
specified or, when not specified, then within a commercially reasonable time.
13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not
discriminate against any employee or applicant for employment because of age, race, color,
ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or
medical condition. The CONSULTANT will take positive action to insure that applicants are
employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation,
marital status, national origin, physical handicap, or medical condition. Such action shall
include but not be limited to the following: employment, upgrading, demotion, transfer,
recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of
compensation, and selection for training, including apprenticeship. The CONSULTANT agrees
to post in conspicuous places available to employees and applicants for employment any
notices provided by the CITY setting forth the provisions of this non-discrimination clause.
14. CONFIDENTIAL INFORMATION. The CITY may from time to time
communicate to the CONSULTANT certain confidential information to enable the
CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT
shall treat all such information as confidential and shall not disclose any part thereof without the
prior written consent of the CITY. The CONSULTANT shall limit the use and circulation of such
information, even within its own organization, to the extent necessary to perform the services to
be provided herein. The foregoing obligation of this Section 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 CITY. In its performance hereunder, the
CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting
the information or other property of any other person, firm or corporation.
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City's Standard Agreement — June 2008 revision
The CONSULTANT shall be liable to the CITY for any damages caused by
breach of this condition, pursuant to the provisions of Section 14.
15. INDEMNIFICATION AND HOLD HARMLESS. The CONSULTANT
agrees to defend, indemnify, and hold harmless the City of National City, its officers and
employees, against and from any and all liability, 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 CONSULTANT's
negligent performance of this Agreement.
16. WORKERS' COMPENSATION. The CONSULTANT shall comply with all
of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of
California, the applicable provisions of Division 4 and 5 of the California Government Code and
all amendments thereto; and all similar state or Federal acts or laws applicable; and shall
indemnify, and hold harmless the CITY and its officers, and employees from and against all
claims, demands, payments, suits, actions, proceedings and judgments of every nature and
description, including reasonable attorney's fees and defense costs presented, brought or
recovered against the CITY or its officers, employees, or volunteers, for or on account of any
liability under any of said acts which may be incurred by reason of any work to be performed by
the CONSULTANT under this Agreement.
17. INSURANCE. The CONSULTANT, at its sole cost and expense, shall
purchase and maintain, and shall require its 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 City. Said endorsement shall be provided
prior to commencement of work under this Agreement.
E. The aforesaid policies shall constitute primary insurance as to the CITY,
its officers, employees, and volunteers, so that any other policies held by the CITY shall not
contribute to any Toss under said insurance. Said policies shall provide for thirty (30) days prior
written notice to the CITY of cancellation or material change.
F. Said policies, except for the professional liability and workers'
compensation policies, shall name the CITY 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 - June 2008 revision
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. In the event coverage is provided by non -admitted
"surplus lines" carriers, they must be included on the most recent California List of Eligible
Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements.
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 CONSULTANT does not keep all of such insurance policies in
full force and effect at all times during the terms of this Agreement, the CITY may elect to treat
the failure to maintain the requisite insurance as a breach of this Agreement and terminate the
Agreement as provided herein.
K. All deductibles and self -insured retentions in excess of $10,000 must be
disclosed to and approved by the CITY.
18. LEGAL FEES. If any party brings a suit or action against the other party
arising from any breach of any of the covenants or agreements or any inaccuracies in any of the
representations and warranties on the part of the other party arising out of this Agreement, then
in that event, the prevailing party in such action or dispute, whether by final judgment or out -of -
court settlement, shall be entitled to have and recover of and from the other party all costs and
expenses of suit, including attorneys' fees.
For purposes of determining who is to be considered the prevailing party, it is
stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall
not be considered in determining the amount of the judgment or award. Attorney's fees to the
prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's
fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual
amount of attorney's fees incurred by the prevailing party.
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, 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.
20. TERMINATION. A. This Agreement may be terminated with or without
cause by the CITY. Termination without cause shall be effective only upon 60-day's written
notice to the CONSULTANT. During said 60-day period the CONSULTANT shall perform all
services in accordance with this Agreement.
B. This Agreement may also be terminated immediately by the CITY
for cause in the event of a material breach of this Agreement, misrepresentation by the
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City's Standard Agreement — June 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 CITY.
C. Termination with or without cause shall be effected by delivery of
written Notice of Termination to the CONSULTANT as provided for herein.
D. In the event of termination, all finished or unfinished Memoranda
Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the
CONSULTANT, whether paper or electronic, shall immediately become the property of and be
delivered to the CITY, and the CONSULTANT shall be entitled to receive just and equitable
compensation for any work satisfactorily completed on such documents and other materials up
to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder,
and less any damages caused the CITY by the CONSULTANT's breach, if any. Thereafter,
ownership of said written material shall vest in the CITY all rights set forth in Section 6.
E. The CITY further reserves the right to immediately terminate this
Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONSULTANT; (2) a
reorganization of the CONSULTANT for the benefit of creditors; or (3) a business
reorganization, change in business name or change in business status of the CONSULTANT.
21. NOTICES. All notices or other communications required or permitted
hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail
(Federal Express or the like); or sent by registered or certified mail, postage prepaid, return
receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or
delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the
earlier of (i) if personally delivered, the date of delivery to the address of the person to receive
such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight
mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if
the address is outside the State of California) after the date of deposit in a post office, mailbox,
mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if
given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or
(v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand,
direction or other communication delivered or sent as specified above shall be directed to the
following persons:
To the CITY:
To the CONSULTANT:
Maryam Babaki, P.E.
City Engineer
Engineering Department
City of National City
1243 National City Boulevard
National City, CA 91950-4301
Javier Saunders, P.E.
Regional Manager — San Diego
Harris & 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
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.
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City's Standard Agreement — June 2008 revision
22. CONFLICT OF INTEREST AND POLITICAL REFORM ACT
OBLIGATIONS. During the term of this Agreement, the CONSULTANT shall not perform
services of any kind for any person or entity whose interests conflict in any way with those of the
City of National City. The CONSULTANT also agrees not to specify any product, treatment,
process or material for the project in which the CONSULTANT has a material financial interest,
either direct or indirect, without first notifying the CITY of that fact. The CONSULTANT shall at
all times comply with the terms of the Political Reform Act and the National City Conflict of
Interest Code. The CONSULTANT shall immediately disqualify itself and shall not use its official
position to influence in any way any matter coming before the CITY in which the CONSULTANT
has a financial interest as defined in Government Code Section 87103. The CONSULTANT
represents that it has no knowledge of any financial interests that would require it to disqualify
itself from any matter on which it might perform services for the CITY.
❑ If checked, the CONSULTANT shall comply with all of the reporting
requirements of the Political Reform Act and the National City Conflict of Interest Code.
Specifically, the CONSULTANT shall file a Statement of Economic Interests with the City Clerk
of the City of National City in a timely manner on forms which the CONSULTANT shall obtain
from the City Clerk.
The CONSULTANT shall be strictly liable to the CITY for all damages, costs or
expenses the CITY may suffer by virtue of any violation of this Paragraph 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.
Exhibit A — Scope of Services
Exhibit B — Schedule of Fees
Exhibit C — Company Biography
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.
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City's Standard Agreement - June 2008 revision
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 agree-
ments, 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 parry's counsel and advisors have reviewed this
Agreement, (v) each party has agreed to enter into this Agreement following such review and
the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are
to be resolved against the drafting party shall not apply in the interpretation of this Agreement,
or any portions hereof, or any amendments hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first above written.
CITY OF N • IONAL CITY HARRIS & ASSGO1ATES
By:
n Morrison
Mayor
APPROVED AS TO FORM:
`J it:
George H. Eiser, Ill
City Attorney
By:
B
9
ati'Gerges, P.E.
Design Services Manager
ier Saunders, P.E.
gional Manager — San Diego
City's Standard Agreement —June 2008 revision
EXHIBIT "A"
SCOPE OF SERVICES
Harris & Associates will provide Civil Engineering/Traffic Engineering Services for the
City's various Capital Improvement Projects for a period of 1 year, upon execution of
this agreement. The total cost of all work completed shall not exceed $100,000.00.
Services shall include:
1. Civil Engineering Services during the design and construction phases of the
City's Capital Improvement Projects may include, but are not limited to, the
following:
• Records of Survey
• Topographic Survey
• Monument Replacement
• Legal Descriptions
• Corner Records
• Map Checking
• Court Exhibit Survey
• Street Improvement Design
• Sewer and Storm Drain Improvements
• Hydrology and Hydraulics Studies
• Pavement Resurfacing Design
• Roadway Replacement/Repair
• Construction Support and Inspection
• Traffic Signal Design
• Minor Municipal Structural Design
2. Each project may vary in scope and magnitude. The City is not obligated to
contract all civil engineering services with the Consultant.
3. Request for service will be made on a project -by -project basis. The Consultant
will be capable of providing a proposed fee and schedule within seventy-two (72)
hours after receipt of the City's request for services. The proposal will be
prepared on the basis of the standard schedule of fees in this agreement.
4. All services provided will be accomplished according to the Project Drawings and
Specifications, which may include San Diego Area Regional Standard Drawings,
Standard Specifications for Public Works Construction, and Caltrans Standard
Plans and Specifications, etc., governing a particular project, and in accordance
with the Subdivision Map Act, Land Surveyors Act, and all other codes and
practices applicable to the profession of surveying.
5. All reports and pertinent data obtained under the agreement between the City and
the Consultant will be the property of the City and may not be used or reproduced
in any from without the explicit written permission of the City Survey cut sheets,
which will be available in the field at the time of service. In any case, survey cut
sheets will be available no later than the next working day.
6. The Consultant will certify a properly executed affidavit that we will not perform
any work for the City that leads to a conflict of interest. The Consultant will
notify the City of any possible conflict of interest prior to performing any work
requested by the City. A conflict of interest may include, but not be limited to,
having financial interest in any projects where services are requested, or
consulting or performing work for the developers, investors, engineers,
contractors, or material suppliers of projects where services are requested. The
City has the option to rescind and void the contract in the event that the
Consultant fails to properly notify the City of a possible conflict of interest.
7. The engineering services will be provided efficiently and in timely fashion. All
engineering services will be performed on the basis of a standard schedule of fees.
8. Payment will be made based upon itemized billing submitted in accordance with
this agreement and after submittal of acceptable formal reports, designs, studies,
or cut sheets. Billing will be submitted with, and make reference to, each
individual project, itemized as to unit cost and total billed. Project name,
specification number, start date, and the name of the person that requested the
service will be identified on each bill. Bills that are not complete as required by
this section will be returned unpaid.
9. Should either party fail to uphold the contract in any part and the situation not be
resolved by negotiation, the contract may be voided by written action of either
party.
Exhibit B- Harris & Associates Schedule of Fees
Mill
Harris & Associates.
Construction /Program Management
Project Director $200-250
Project Managers $150-195
Construction Managers $130-185
Resident Engineers $125-180
Construction Engineers $100-155
Scheduling Engineers $110-160
Cost Engineers $1 10-155
Inspectors $110-130
Technicians $80-100
Administration $65-90
Engineering Design and Public Works Services
Project Directors $200-250
Project Managers $150-200
Project Engineers $125-150
Design Engineers $85-120
Technical Support $60-95
Administration $60-85
Notes:
1. These individuals include professionals and support personnel who might work on
Harris projects. Support personnel include technicians and administrative staff.
2. Rates are subject to adjustment due to promotions during the effective period of
this schedule. A new rate schedule will become effective January 1, 2009 and
every subsequent year thereafter, and all rates will be increased 5% annually.
3. Unless otherwise indicated in the agreement, hourly rates include most direct
costs such as vehicle usage and mileage, equipment usage (including computer
and telephone), and printing and copying (except large quantities such as
construction documents of bidding purposes).
4. Billing rates for independent contractors and hourly employees are determined on
a case -by -case basis.
5. All sub consultant services are subject to a 10% markup.
6. Prevailing wages- wages for inspection subject to California Labor Code Section
1772. Overtime charged for time over eight (8) hours in a 24-hour period subject
to prevailing wage requirements and will he charged 1.5 times the hourly rate.
Harris & Associates
EXHIBIT C — COMPANY BIOGRAPHY
Harris & Associates, founded in 1974, specializes in serving the professional service needs of public agencies
and institutions in the Western states. We provide expertise from project conception through occupancy, in the
following five service areas:
• Civil design
• Project and construction management
• Program management
• Municipal services
• Architecture
Established as a California corporation in 1977, our staff of 450 employee -owners includes licensed engineers
and architects, certified construction managers and inspectors, and experienced public works professionals.
We understand that successful project delivery means more than being on time and under budget. Successful
projects have to address the concerns of neighbors and users, be sensitive to the environment, and conform to
local political realities. By focusing on our clients' needs as our top priority, we have earned an excellent
reputation within the industry. Our depth and breadth of skills will assist you in charting the course of your
projects.
Civil Design
Harris' civil engineers specialize in public infrastructure. We are a leader in the use of innovative design
technologies including no -dig pipeline rehabilitation, storm water quality solutions, and new pavement
technologies. We are ranked 17th in Trenchless Technology magazine's Top 50 Design Firms for 2007. Our
design services include:
• Traffic signals and lighting
• Streets and highways
• Water, sewer, and storm system master planning
• Water distribution, sanitary sewer, and storm facilities
• Joint trench design
• Trenchless technology solutions
• Building site and park infrastructure
• Storm water management plans, programs, arid practices
ILI
Harris & Associates_
ACORD" CERTIFICATE OF LIABILITY INSURANCE
DATE (MMIDDIYY)
10/22/08
PRODUCER 0757776
1-800-877-4560
Hub International of California Insurance Services
400 Taylor Blvd. #300
Pleasant Hill, CA 94523
INSURED
Harris & Associates Inc.
Attn: Susan Mandilag
120 Mason Circle
Concord, CA 94520
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: OneBeacon America Insurance Co.
INSURER B: Hart f ord Fire Insurance Company
INSURER C: American Guarantee & Liability
INSURER : Alaska National Insurance Company
INSURER E: Colony National Insurance Company
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
LTR
TYPE OF INSURANCE
POLICY NUMBER
POLICY EFFECTIVE
DATE (MMIDD/YY)
POLICY EXPIRATION
DATE (yMMIDD/YY)
LIMBS
A
_GENERAL LIABILITY
COMMERCIAL GENERAL LIABILITY
718009690-0002
08/01/08
08/01/09
EACH OCCURRENCE
$1,000,000
FIRE DAMAGE (Any one fire)
$ 1,000,000
_
_1_
X
X
GEN'L
-_--1
1
I CLAIMS MADE ! X I OCCUR
"X" "C" "U"
MED EXP (Any one person)
$ 10, 000
PERSONAL 8ADV INJURY
$ 1,000,000
Sev. of Interest
GENERAL AGGREGATE
$2,000,000
AGGREGATE LIMIT APPLIES PER:
POLICY I Xl E° LOC
PRODUCTS - COMP/OP AGG
$ 2 , 000 , 000
B
AUTOMOBILE
X
X
X
LIABILITY
ANY AUTO
57UENUL6878
08/01/08
08/01/09
COMBINED SINGLE LIMIT
(Ea accident)
$ 1,000,000
BODILY INJURY
(Per person)
BODILY INJURY
(Per accident)
$
PROPERTY DAMAGE
(Per accident)
$
GARAGE
LIABILITY
ANY AUTO
AUTO ONLY - EA ACCIDENT
$
OTHER THAN EA ACC
$
AUTO ONLY: AGG
$
C
EXCESSLIABILITY
X OCCUR L] CLAIMS MADE
{DEDUCTIBLE
RETENTION $
AUC9305561-06
08/01/08
08/01/09
EACH OCCURRENCE
$ 1,000,000
AGGREGATE
$ 1,000,000
$
$
$
D
WORKERS COMPENSATION AND
EMPLOYERS' LIABILITY
08HWD40007
08/01/08
08/01/09
X TC STATU-
ORYLIMITS OTH
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
OTHER
Excess Liability
AR6460401
08/01/08
08/01/09
$10,000,000 excess S1,000,000
S
S
DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS
Evidence of PROFESSIONAL LIAB. on following Supplement page.
General & Auto Liability Additional Insured status granted, if required by written contract/agreement, per attached
OneBeacon America Additional Insured endorsement and CA2048 0299.
RE: As -Needed Engineering Services (HA #0820270)
CERTIFICATE HOLDER
ADDITIONAL INSURED; INSURER LETTER:
CANCELLATION Ten Day Notice for Non -Payment of Premium
0820270
City of National City
Ginny Orcutt
c/o City Attorney's Office
1243 National City Blvd.
National City, CA 91950-4301
USA
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL F •WeiK MAIL 30 DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, ElUtXX XIXIMi[Dm76 HA:KX
XIP71 ITICIEXIL9UI CNE7A7C XI ffKX
XgMia gAVMK )CXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXXXXXXXXXX
AUTHORIZED REPRESENTATIVE
ACORD 25-S (7/97) smandilag
10134846
Co ACORD CORPORATION 1988
Certificate Delivery by CertificatesNow - www.ConfirmNet.com - 877.669.8600
Alaska National
INSURANCE COMPANY
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 8/1/2008
Insured Harris & Associates, Inc.
WC 04 03 06 04 84
Policy No. 08HWD40007
Endorsement No.
POLICY #: 718009690-0002
INSURED: Harris & 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.
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 "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: 718009690-0002
Insurer: OneBeacon America Insurance Co.
Policy Period: August 1, 2008 to August 1, 2009
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
POLICY #: 57UENUL6878 COMMERCIAL AUTO
CA 20 48 02 99
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: 8/1/2008
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.
CA 20 48 02 99
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, 2008 to August 1, 2009
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
DATE
SUPPLEMENT TO CERTIFICATE OF INSURANCE
10/22/08
NAME OF INSURED: Harris & Associates Inc.
Attn: Susan Mandilag
PROFESSIONAL LIABILITY
Insurer: Continental Casualty Company
Policy #AEA113822501
Effective 8/1/2008 - 8/1/2009
Limits: $5,000,000 per claim; $10,000,000 Aggregate
For Professional Liability 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.
SUPP (10/00)
RESOLUTION NO. 2009 — 3
RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF NATIONAL CITY AUTHORIZING
THE MAYOR TO EXECUTE AN AGREEMENT WITH
HARRIS & ASSOCIATES IN THE NOT TO EXCEED
AMOUNT OF $100,000 TO PROVIDE "AS NEEDED"
CIVIL ENGINEERING/TRAFFIC ENGINEERING SERVICES
FOR CAPITAL IMPROVEMENT PROJECTS
WHEREAS, the City desires to employ a contactor to provide "as needed" civil
engineering/traffic engineering services for capital improvement projects; and
WHEREAS, the City has determined that Harris & Associates is qualified by
experience and ability to perform the services desired by the City, and Harris & Associates is
willing to perform such services.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of
National City hereby authorizes the Mayor to execute an agreement with Harris & Associates in
the not to exceed amount of $100,000 to provide as needed" civil engineering/traffic
engineering services for capital improvement projects. Said Agreement in on file in the office of
the City Clerk.
PASSED and ADOPTED this 6th day of January 2009.
on Morrison, M
ATTEST:
Michael R. Dalla, City Clerk
APPROVED AS TO FORM:
George H. Eiser, III
City Attorney
Passed and adopted by the Council of the City of National City, California, on January 6,
2009 by the following vote, to -wit:
Ayes: Councilmembers Morrison, Parra, Sotelo-Solis.
Nays: None.
Absent: Councilmember Zarate.
Abstain: None.
AUTHENTICATED BY: RON MORRISON
Mayor of the City of National City, California
City Jerk of the City of National City, California
By:
Deputy
I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of
RESOLUTION NO. 2009-3 of the City of National City, California, passed and adopted by
the Council of said City on January 6, 2009.
City Clerk of the City of National City, California
By:
Deputy
\ - \
City of National City, California
COUNCIL AGENDA STATEMENT
\✓MEETING DATE January 6, 2009
AGENDA ITEM NO.
5
ITEM TITLE
Resolution of the City Council of the City of National City authorizing the Mayor to sign an agreement for a
one year contract with Harris & Associates to provide "As -Needed" Civil Engineering/Traffic Engineering
Services for Capital Improvement Projects for a "not -to -exceed" amount of $100,000 (funding through
various CIP program budgets)
PREPARED BY Kenneth Fernandez / DEPARTMENT Engineering EXT. 4388
Stephen Manganiello
EXPLANATION
Please see attached.
Environmental Review X N/A
MIS Approval
Financial Statement
Approved By:
Funding will be provided through various CIP program budgets.
Finance Director
Account No
STAFF RECOMME . DATION
Adopt the Resolu on. 4',j
BOARD / COMMISSION RECOMMED'f ION
N/A
1 i c
I ATTACHMENTS (Listed Below) Resolution No.
1. Explanation
72. Contract Agreement
A-200 (Rev. 7/03)
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
January 22, 2009
Mr. Javier Saunders
Regional Manager
Harris & Associates
750 B Street, Suite 1800
San Diego, CA 92101
Dear Mr. Saunders,
On January 6th, 2009, Resolution No. 2009-3 was passed and adopted by the
City Council of the City of National City, authorizing execution of an agreement
with Harris & Associates.
We are enclosing for your records a certified copy of the above Resolution and a
fully executed original agreement.
Michael R. Dalla, CMC
City Clerk
Enclosures
cc: Engineering Department
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