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HomeMy WebLinkAbout2009 CON CDC E2 ManageTech - Redevelopment ProjectAGREEMENT BY AND BETWEEN THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY AND E2 ManageTech, Inc. THIS AGREEMENT is entered into this 3rd day of March, 2009, by and between the COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY, a community development commission (the "CDC"), and E2 ManageTech, Inc. an environmental consultant (the "CONSULTANT"). RECITALS WHEREAS, the CDC desires to employ a CONSULTANT to provide environmental consulting services related to the National City Redevelopment Project; and WHEREAS, the CDC has determined that the CONTRACTOR/CONSULTANT [CHOOSE ONE is a environmental consultant 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. Daryl Hernandez 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 $150,000 (the Base amount) without prior written authorization from the Executive Director. 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 furnishing 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. This agreement shall be in affect until November 30, 2010. 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 turned over to the CDC upon completion of the Project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the 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 CONSULTANT's 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. 2 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 CONSULTANT's employees, and it is recognized by the parties that a substantial inducement to the CDC for entering into this Agreement was, and is, the professional reputation and competence of the 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 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 CDC, it being understood that the CONSULTANT, its agents, servants, and employees are as to the CDC wholly independent CONSULTANTs and that the CONSULTANT's 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, 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 3 City's Standard Agreement — May 2008 revision exercised by members of the CONSULTANT's trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT's employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this agreement, the CONSULTANT warrants to the CDC that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the 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 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 4 City's Standard Agreement — May 2008 revision CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. CONSULTANT shall be liable to CDC 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 Community Development Commission of the City of National City, its officers and employees, against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the 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 CDC and its officers, and employees from and against all claims, demands, payments, suits, actions, proceedings and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the CDC or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the 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 5 City's Standard Agreement— May 2008 revision 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. 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 National City 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 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. Attorney's fees to the prevailing party if other than the CDC shall, in addition, be limited to the amount of attorney's fees incurred by the CDC in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 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 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. 6 City's Standard Agreement — May 2008 revision 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 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 CONSULTANT's breach, if any. Thereafter, ownership of said written material shall vest in the CDC all rights set forth in Section 6. E. The CDC further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the 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 CDC: To the CONSULTANT: Patricia Beard, Redevelopment Manager Community Development Commission of the City of National City 1243 National City Boulevard National City, CA 91950-4301 Daryl Hernandez, Principal E2 ManageTech, Inc. 12396 World Trade Center Dr., Suite 314 San Diego CA 92128 Telephone 858-217-5306 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 7 City's Standard Agreement — May 2008 revision notice, demand, request or communication sent. Any notice, request, demand, direction or other communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty-eight (48) hours by letter mailed or delivered as specified in this Section. 22. CONFLICT OF INTEREST AND POLITICAL 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 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 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. 8 City's Standard Agreement — May 2008 revision H. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 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. COMMUNITY DEVELOPMENT COMMISSION E2 MANAGETECH, INC. OF THE CITY OF NATIONAL CITY (Corporation — signatures of two corporate officers) Bv: on Morrison, Chairman APPROVED AS TO FORM: George H. Eiser, III Legal Counsel By: JuliiMoe-Reynolds, Principal a j, CFO Gle er, Principal and CEO 9 City's Standard Agreement — May 2008 revision EXHIBIT A Scope of Services for on -call services shall include professional services related to analysis and identification of environmental hazards at properties of interest to the CDC, creating remediation plans and achieving regulatory closure for sites as directed by the Community Development Commission (CDC) as well as providing consulting services as directed by CDC related to Environmental Policy, Brownfields efforts and Legislative analysis to assist the CDC in accomplishing its redevelopment goals. SCHEDULE OF FEES AND CHARGES ManageTech PERSONNEL CHARGES The charge for all time required in the performance of the Scope of Services, including office, field and travel time, will be at the Unit Price Hourly Rates set forth below for the labor classifications indicated. Labor Classification Hourly Rate Clerk* $ 50.00 Technical Assistant/Word Processor* $ 70.00 Technician* $ 80.00 Drafter/Illustrator* $ 80.00 Technical Editor* $ 80.00 Senior Drafter/Illustrator* $ 90.00 Senior Technician* $ 90.00 Lab/Field Supervisor* $ 90.00 Assistant Staff Professional $ 80.00 Staff Professional $ 90.00 Senior Staff Professional $ 100.00 Assistant Project Professional $ 110.00 Project Professional $ 120.00 Senior Project Professional $ 130.00 Consulting Professional $ 140.00 Senior Consulting Professional $ 150.00 Principal/Senior Principal $ 160.00 Charges for contract personnel under E2 ManageTech supervision and using E2 ManageTech facilities will be made according to the hourly rate corresponding to their classification. Overtime worked in excess of eight (8) hours per day) by exempt personnel will be charged at the above straight time hourly rate. Non-exempt (*) @ 1.5x rate. Special project accounting reporting and financial services, including submission of invoice support documentation will be charged accordingly. When E2 ManageTech staff appear as expert witnesses at court trials, mediation, arbitration hearings, and depositions, their time will be charged at 1.5 times the rate schedule . Preparation for these shall be charged at the above standard hourly rates. Subcontracts and Equipment Rental The cost of services subcontracted by E2 ManageTech to others, including but not limited to: chemical analysis, test borings, speciality contractors, surveyors, consultants, and equipment rental; e.g., backhoes, bulldozers, and test apparatus, etc., will be charged at cost plus 10%. Communications The cost of communications including telephone, telex facsimile, routine postage and incidental copying costs will be charged at cost. Computers The charge for use of Computer Aided Design and Drafting (CADD), Graphics generation, modeling applications and similar technical computing is $20.00 per hour. Document Reproduction In-house reproduction will be charged at $.15 a page for black & white and $1.00 a page for color for letter, legal, and 11 x 17 size copies. See attached for outside reproduction costs. Other Any other direct costs not specifically discussed herein will be charged at cost. Vehicles and Mileage Field vehicles (pick-ups, vans, trucks, etc.) used on project assignments will be charged at the current IRS rate. Payment E2 ManageTech shall submit progress invoices to Client in duplicate showing the services performed during the invoice period and the charges therefore. Within thirty (30) days after receipt of an invoice, Client shall pay the full amount of the invoice; however, if Client objects to all or any portion of any invoice, it shall so notify E2 ManageTech of the same within fifteen (15) days from date of receipt of invoice and shall pay that portion of the invoice not in dispute. The parties shall immediately make every effort to settle the disputed portion of the invoice. This fee schedule contains confidential business information and is not to be copied or distributed for any purpose other than the use intended in this contract or proposal. Essentia Management Services Confidential 2/10/2009 ACORD CERTIFICATE OF LIABILITY INSURANCE PRODUCER Wateridge Insurance Services 10717 Sorrento Valley Rd. San Diego CA 92121 Phone:858-452-2200 INSURED Fax:858-452-6004 E2 ManageTech, Inc. 5000 E Spring St. #720 Long Beach CA 90815 OP ID JI ESSENT2 DATE (MMIDDIYYYY) 02/25/09 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 NAIC # INSURER A INSURER B INSURER C INSURER D INSURER E Hudson 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. INS - - POLICY EFFECTIVE'POtICY EXPIRATION--- --- - - LTR NSRD TYPE OF INSURANCE POLICY NUMBER DATE (MMIDDIYY) DATE (MM/DD/YY) LIMITS GENERAL LIABILITY EACII OCCURRENCE $1,000,000 ' DAMAGE TO RENTED - --- PREMISES (Ea occurence) $ 50 000 A X ' X CCiMMERC.AL GENERAL LIABIL,IY - FEC7003477 02/01/09 06/07/09 j CLAIMS MADE I X CtiCU 1 ' MED EXP (Any ore person) $ 5 , 0 0 0 _ I PERSONAL8ADVINJURY $ 1,000,000 GENERAL AGGREGATE $ 2 , 000 , 000 GEN'L AGGREGATE LIMIT APPL ES PER PRODUCTS • COMP/OP AGG $ 2,00.0., 000 - - .I POLICY ' � PRO i . JECT ' LOC AUTOMOBILE LIABILITY COMBINED SNG'..F l!MI I $1,000,000 A ANY AUTO FEC7003477 02/01/09 06/07/09 (Ea accident, I ALL OWNED AUTOS BODILY INJURY $ SCHEDU:.ED AUTOS (Per person) I X I IIREC AUTOS BODILY INJURY S I X NON -OWNED AUTOS (Per accdent) PRCPERTY DAMAGE .. _.._ .__ $ (Per accident) GARAGE LIABILITY . AUTO ONLY - EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY AGG $ —EXXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $ 4 , 000 , 000 A YC}[ IOCCUR CLAIMS MADE FXS7003478 I 02/01/09 06/07/09 AGGREGATE 4,000,000 .$ , $ DECI:CTIBLE - S i RETENT'ON S . S WORKERS COMPENSATION AND W(, LIMITSTATU. ! R- TORY LIMITS • EER EMPLOYERS' LIABILITY E L EACI, ACCIDENT S ANY PROPRIETOR/PAR-NER/EXECU-IVE CFFIGER/MEMBER EXCLUDED? i _ E L. DISEASE - EA EM'LOVEN S If yyes, ces[ribe under '.- -. - ���-- -- � -.- SPFCIAI_ PROVISIONS belcw E L. DISEASE - POLICY LIMIT I S OTHER A Professional FEC7003477 02/01/091 06/07/09. Per Claim $1,000,000 A Pollution FEC7003477 02/01/091 06/07/091 Per Cond $1,000,000 DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT 1 SPECIAL PROVISIONS *EXCEPT 10 DAYS NOTICE OF CANCELLATION FOR NON-PAYMENT OF PREMIUM. PROFESSIONAL LIABILITY RETRO ACTIVE DATE: 2/1/09. THE ADDITIONAL INSUREDS ARE LISTED PER THE ATTACHED "NOTE PAGE" WITH RESPECTS TO GENERAL LIABILITY, PER FEI-0104-319-E, BUT ONLY WITH RESPECTS TO LIABILITY ARISING OUT OF OPERATIONS OF THE NAMED INSURED PERFORMED ON BEHALF OF THE CERT HOLDER. CERTIFICATE HOLDER CANCELLATION CITYATT CITY ATTORNEYS OFFICE 1243 NATIONAL CITY BLVD NATIONAL CITY CA 91950 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 * DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED EP ENTATIVE © ACORD CORPORATION 1988 ', �E Y I �::�,��{.y,�yyC,yRy _ u Icti 31 ,�E h, rs Iry d in II!� I� ESSEN s�E Y , ! i PAGE;; 2 :! w i 'v'@ i.«�. �� 4IY.'iiy^ _. $ c@lil 'liC i�E'I... el: ��F k�ti tj !i'� I �c�A'/25/Q9 I a ! I ! ! VA .i s i ai " i 1a 4 •4 :� c.�au �, •' 14011 i�i.1n ii EI „ r 5 ?Ii: . ..: i. CITY ATTORNEYS OFFICE, ITS ELECTED OFFICIALS, OFFICER, AGENTS AND EMPLOYEES ARE ADDITIONAL INSURED WITH RESPECTS TO GENERAL LIABILITY, PER FEI-0104-319—E, BUT ONLY WITH RESPECTS TO LIABILITY ARISING OUT OF OPERATIONS OF THE NAMED INSURED PERFORMED ON BEHALF OF THE CERT HOLDER. C\ HUDSON E2 Manage Tech, Inc Automatic Additional Insured — Owners, Lessees or Contractors I hi CI Iccli\ c t, 7 0W.: loin), a Mari of. I'uJ. I Il O -.77 I hi: I'olic\ Pk:ace rcail it ar�:ullr. FEI-0104-319-E his endorsement moclitie; insurance provided under the fctllu\ringg: CO11MERCIAI. GENERAL LIABILITY COVERAGE I'AI(I CONTRACTORS TORS I'OI.l.LI'I•IO\ LIABILITY COVERAGE PART S('111.i1)l,l,L Nance of Person or Organization: Any person(s) or oru:ntizat on(s) ‘vhctn the .Vented /n.eurccl agree;. in a written contract. to name as an additional insured. However, this status exists only titr the project specified in that contract. The person or organization shown in this Schedule is included as an insured, but only with respect to that person's or organization's vicarious liability arising out of your ontoing operations pe: formed for that insured. HUDSON r.". E2 Manage Tech, Inc Automatic Primary and Non -Contributory Insurance Endorsement Designated Work Or Project(s) 1 his eilkorseinent. effective h-' UQ`.1 attaches to and forms u part of Pul.cy Number 1-1.(•700".;477.1his endorscutcnt cli ttt c. the Police. Please read it carefully S( 111.I)l)1.l. Nance of Person or Organization: Any person(,) or (Ir anization(.) yvholii the .\a? U c/ Ms/fret/agrees. in :1 yvrltten contract. to provide Primary iiid!(11' N m-contrih'atory status of this insurance. I io:','evcr, this status exts:s only for the project specified in that contract. In consideration of an additional premium of SAtitilied and notwithstanding anything contained in this policy to the contrary, it is hereby agreed that this policy ;hall he considered primary, to any similar insurance held by third parties in respect to work performed by you under any written contractual agreement yvith such third party. It is further agreed that any other insurance which the person(s) or organization(s) ti iri d in the schedule may have is excess and non-contributory to t:tiS insurance. FE I-0104-548-E ACORDTM CERTIFICATE OF LIABILITY INSURANCE 1X25M5E2 DATE (MM/DD/YYYY) 02/25/2009 PRODUCER LOCKTON COMPANIES, LLC 5847 SAN FE.LIPE, SU:TE 320 HOUSTON, TX 77057 INSURED ADMINISTAFF, INC. 19001 CRESCENT SPRINGS DRIVE KINGWOOD, TX 77339 * SEE. BELOW 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 ACE American Insurance Company INSURER B INSURER C INSURER D INSURER E NAIC # COVERAGES THE POLICIES ANY REQUIREMENT, MAY PERTAIN, POLICIES. INSR AD6 C LTR INSRD OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. —POLICY DATE (MM/DD EFFECTIVEPOLICY Yj' EXPIRATION TYPE OF INSURANCE POLICY NUMBER LIMITS GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S '-DAMAGE TO RENTED . PREMISES (Ea occurence) , o MED. EXP (Any one pe-son) 5 PERSONAL 8 ADV .N.URY S . GENERAL AGGREGA-E $ PRODUCTS - COMP/OP AGG S —... —. —_ _- ..__. .._ .. _ CLAIMS MADE OCCUR j GENT AGGREGATE LIMIT APPLIES PER POLICY PRO- LOC JECT AUTOMOBILE `— — LIABILITY ANY AUTO ALL OWNED AUTOS I SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS 1 •—. COMBINED SINGLE LIMIT (Ea acadent) S L — — -- -- - ! BODILY INJURY TS (Per person) BODILY INJURY (Per accident) I $ — PROPERTY DAMAGE $ (Per accident) : GARAGE LIABILITY I AUTO ONLY - EA ACCIDENT I S --- L_ 1 ANY AUTO EA ACC S _ —. OTHER THAN AUTO ONLY. AGG S EXCESS/UMBRELLA LIABILITY I 1 I OCCUR CLAIMS MADE ;AGGREGATE DEDUCTIBLE I RETENTION 5 EACH OCCURRENCE $ $ . - 15 -_- _ __ $ A WORKERS COMPENSATION AND C45659689 ' 02/ 01/2009 :C/0:/2C09 EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE • OFFICER'MEMBER EXCLUDED' I/ yes, descnne under SPECIAL PROVISIONS Polow X WCSTATU- OTH- TQRY LIMIT LR , 0.0 -.L� . E L EACH ACC'DENi S • E L DISEASE EA EMP'_O�EE S E ,_ DISEASE . POLICY _AMi l S . , .... OTHER DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS * E:2 MANAGE:TECH, INC. (25973001 IS COVERED THROUGH BLANKET ALTERNATE EMP',OYERS ENDORSEMENT FOR AL,:, EMPLOYEES UNDER CLIENT SERVICE AGREEMENT. WAIVER OF SUBROGATION IN FAVOR OF CERTIFICATE HOLDER INC:,UJED WHEN REQUIRED BY CONTRACT. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. THE CITY OF NATIONAL CITY C/O CITY ATTORNEY'S OFFICE 1243 NATIONAL CITY BLVD AUTHORIZED REPRESENTATIVE NATIONAL CITY, CA 9195C — Page 1 of 1 ACORD 25 (2001/08) © ACORD CORPORATION 1988 Workers' Compensation and Employers' Liability Policy Named Insurec ADMINTSTAFF, INC. T,/C/F E2 MANAGETECH, INC. 19001 CRESCENT SPRINGS DRIVE Endorsement Number Policy Number Symbol: RWC Number C45659689 Policy Period Effective Date of Endorsement 02-01-2009 TO 10-C1-2009 02-01-2009 Issued By (Name of Insurance Company) ACE AMERICAN INSURANCE COMPANY Insert the policy number. The remaincer of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. CALIFORNIA WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because California is shown in Item 3.A. of the Information Page. 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, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule, where you are required by a written contract to obtain this waiver from us. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. Schedule 1. ( ) Specific Waiver Name of person or organization: ( X) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: ALL CALIFORNIA OPERATIONS 3. Premium: The premium charge for this endorsement shall be .. 2 . Q percent of the California premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 4. Minimum Premium: SO Authorized Agent WC 99 03 22 RESOLUTION NO. 2009 — 49 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY AUTHORIZING THE CHAIRMAN TO EXECUTE AN AGREEMENT IN THE NOT -TO -EXCEED AMOUNT OF $150,000 WITH E-2 MANAGETECH SOLUTIONS, INC., FOR AS -NEEDED ENVIRONMENTAL CONSULTING SERVICES WHEREAS, Essentia Management Systems was selected through a competitive Request for Qualifications process, and has been serving the Community Development Commission of the City of National City ("CDC') by providing as -needed environmental consulting services since August 9, 2005; and WHEREAS, Essentia Management Systems has assisted the CDC in writing and being awarded United States Environmental Protection Agency funding related to hazardous conditions in the Westside Specific Planning area, and is currently completing the scope of an area wide assessment funded by the Environmental Protection Agency in the Westside; and WHEREAS, Essentia Management Systems has merged with Environmental Data Solutions Group forming a new company called E-2 ManageTech; and WHEREAS, the CDC desires to retain E-2 ManageTech to continue assisting the CDC in grant efforts and other as -needed projects where hazardous conditions may exist. NOW, THEREFORE, BE IT RESOLVED that the Community Development Commission of the City of National City hereby authorizes the Chairman to execute an Agreement in the not -to -exceed amount of $150,000 with E-2 ManageTech to provide as -needed Environmental Consulting Services. Said Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 3rd day of March, Morrison, Chairman APPROVED AS TO FORM: George H. Eiser, III City Attorney Passed and adopted by the Community Development Commission of the City of National City, California, on March 3, 2009, by the following vote, to -wit: Ayes: Commissioners Morrison, Parra, Sotelo-Solis, Van Deventer, Zarate. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Chairman, Community Development Commission Secretary, C�mrr�opment Commission By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2009-49 of the Community Development Commission of the City of National City, California, passed and adopted on March 3, 2009. Secretary, Community Development Commission By: Deputy City of National City, California COMMUNITY DEVELOPMENT COMMISSION AGENDA STATEMENT MEETING DATE March 3, 2009 AGENDA ITEM NO. 22 ITEM TITLE A resolution approving an Agreement by and between the Community Development Commission and E2 Manage Tech for as -needed environmental consulting services for the National City Redevelopment Project for the period from March 3, 2009 - November 30, 2010 not to exceed $150,000. PREPARED BY DEPARTMENT Patricia Beard (ext 4255) Redevelopment Division Redevelopment Manager EXPLANATION E-2 Manage Tech ("E-2") is a new company formed by a merger between CDC's pre -qualified hazardous materials consultant Essential Management Services and Envrionmental Data Solutions Group. Essentia has been the CDC's lead consultant related to hazardous soil, water and air concerns related to the Westside Specific Planning area and, based on a competitive Request for Qualifications process, is serving as the lead contractor in fulfilling terms of the CDC's EPA Brownfield Assessment Grant for the Westside. The firm also assisted CDC, at no cost, to apply for additional funding for the Westside from EPA, which is pending decision later this spring as well as providing various other services for the CDC. This contract would allow firm Principal Daryl Hernandez to continue the EPA grant project and provide additional assistance to CDC. ( Environmental Review Not applicable. Financial Statement E-2 will be primarily paid from federal grant funds and developer deposits. Payments through the CDC's tax increment funding would be for specific assignments requested by the Executive Director and not qualified under the primary funding sources. The not -to exceed amount of the contract is $150,000 through November 30, 2010. STAFF RECOMMENDATION Adopt the resolution. BOARD / COMMISSION RECOMMENDATION Not applicable. STRATEGIC GOAL 3e) Support open spaces such as Paradise Creek Education Park, 5b) Complete WSP and analyze comprehensive implementation strategy, 6b) develop affordable housing by leveraging resources. J 1 ATTACHMENTS 1. Proposed Agreement Resolution No. City of National City Office of the City Clerk 1243 National City Boulevard, National City, CA 91950-4397 Michael R. Della, CMC - City Clerk (619) 336-4228 Fax: (619) 336-4229 March 9, 2009 Mr. Daryl Hernandez E2 ManageTech, Inc. 12396 World Trade Center Drive, Suite 314 San Diego, CA 92128 Dear Mr. Hernandez, On March 3rd, 2009, Resolution No. 2009-49 was passed and adopted by the City Council of the City of National City, authorizing execution of an Agreement with E2 ManageTech, Inc. We are enclosing for your records a certified copy of the above Resolution and a fully executed original contract. Michael R. Dalla, CMC City Clerk Enclosures cc: Community Development Commission ® Recycled Paper