HomeMy WebLinkAbout2009 CON CDC Christine Forester Catalyst - National City General Plan�• -
AGREEMENT
BY AND BETWEEN
THE COMMUNITY DEVELOPMENT COMMISSION
OF THE CITY OF NATIONAL CITY
AND
CHRISTINE FORESTER CATALYST
THIS AGREEMENT is entered into this 5th day of February, 2009, by and
between the COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL
CITY, a community development commission (the "CDC"), and Christine Forester, a
business/communication consultant (the "CONSULTANT'.
RECITALS
WHEREAS, the CDC desires to employ a CONSULTANT to provide professional
guidance with the development of the update of National City's General Plan.
WHEREAS, the CDC has determined that the CONSULTANT is a
business/communication 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 CONTRACTOR/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 the following
services:
Christine Forester, Owner/Principle of Christine Forester Catalyst, will serve as
consultant to National City's Community Development Commission. She will assist with
structuring and developing an update of NC's General Plan. Her services will encompass
professional advice regarding: short-, medium-, and long-range strategic planning;
communication methods and tools to reach out to National City's citizenry; programs to
strengthen the public/private relationship
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 as requested by CDC's
Project Coordinator 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 0% from the
base amount.
3. PROJECT COORDINATION AND SUPERVISION.
Brad Raulston 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. Christine Forester 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 herein shall not exceed $25,000,
based on an hourly rate of $175.00, 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 this agreement 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 will expire upon the
exhaustion of the not to exceed amount or June 30, 2010, whichever is sooner.
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.
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3. PROJECT COORDINATION AND SUPERVISION.
Brad Raulston 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. Christine Forester 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 $25,000, based on an hourly rate
of $175.00, 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 contract will expire upon the
exhaustion of the not to exceed amount or June 30, 2010, whichever is sooner.
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.
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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.
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
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term of this Agreement, any license, permit, or approval which is legally required for the
CONSULTANT to practice its profession.
12. STANDARD OF CARE.
A. The CONSULTANT, in performing any services under this
Agreement, shall perform in a manner consistent with that level of care and skill ordinarily
exercised by members of the CONSULTANT's trade or profession currently practicing under
similar conditions and in similar locations. The CONSULTANT shall take all special precautions
necessary to protect the CONSULTANT's employees and members of the public from risk of
harm arising out of the nature of the work and/or the conditions of the work site.
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
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third party, but only to the extent that the use or disclosure thereof has been or is rightfully
authorized by that third party.
The CONSULTANT shall not disclose any reports, recommendations,
conclusions or other results of the services or the existence of the subject matter of this
Agreement without the prior written consent of the CDC. In its performance hereunder, the
CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting
the information or other property of any other person, firm or corporation.
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. Christine Forester, 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 the following insurance policies:
A. Commercial general liability insurance, with minimum limits of $1,000,000
per occurrence, covering all bodily injury and property damage arising out of its operations
under this Agreement; a Personal Liability Umbrella policy with limits of $1,000,000 will be
accepted;
B. Automobile liability insurance, with limits of at least $100,000 per person,
$300,000 per accident for bodily injury and $25,000 for property damage;
C. Workers' compensation insurance in an amount sufficient to meet
statutory requirements covering all of CONSULTANT's employees subject to California statutory
requirements and employers' liability insurance with limits of at least $1,000,000 per accident. In
the event CONSULTANT has no employees subject to California Workers' compensation
requirements, a declaration to that effect shall be signed by CONSULTANT and provided prior
to commencement of work under this Agreement.
D. 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.
E. 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
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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.
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.
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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, shali 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:
Brad Raulston, Executive Director
Community Development Commission
of the City of National City
1243 National City Boulevard
National City, CA 91950-4301
Christine Forester
Christine Forester Catalyst
2025 Soledad Avenue
La Jolla, California 92037
Notice of change of address shall be given by written notice in the manner
specified in this Section. Rejection or other refusal to accept or the inability to deliver because of
changed address of which no notice was given shall be deemed to constitute receipt of the
notice, demand, request or communication sent. Any notice, request, demand, direction or other
communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty-
eight (48) hours by letter mailed or delivered as specified in this Section.
22. CONFLICT OF INTEREST AND POLITICAL 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
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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.
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.
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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 Christine Forester Catalyst
OF THE CITY OF NATIONAL CITY
By:
By: 4A.
Bra •► r T' ' xecutive Director Christine Forester
Owner/Principal
APPROVED AS TO FORM:
George H. Eiser, III
Legal Counsel
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CALIFORNIA -0
NAT,ON L airy
INCORPORATED 1
City Of National City
DECLARATION AND ADDENDUM TO ALL CONTRACTS AWARDED TO:
Christine Forester, Christine Forester Catalyst
For the purpose of inducing the City of National City to go forward with any contracts awarded to
Christine Forester, I declare as follows:
I, Christine Forester, Owner/Principa , am authorized to execute this document on behalf of Christine
Forester Catalyst with respect to compliance with the California Workers' Compensation and Labor
laws. All work required will be performed personally and solely by Christine Forester, who is an
independent contractor. If, however, Christine Forester shall ever be required to hire employees or
Subcontractors to perform this contract, Christine Forester shall obtain Workers' Compensation
Insurance and/or provide proof of Workers' Compensation Insurance coverage to the City of National
City.
This document constitutes a declaration by Christine Forester against its financial interest, relative to
any claims which may be asserted under the California Workers' Compensation and/or Labor laws
against the City of National City relating to any bid or contract awarded by Christine Forester.
Christine Forester will defend, indemnify, and hold harmless the City of National City, its officers and
employees, from any and all claims and liability, including Workers' Compensation claims and liability
that may be asserted or established by any party in the event it hires an employee in violation of this
addendum or if a volunteer of the organization makes a claim against or alleges liability of the City of
National City for Workers' Compensation, and it will further indemnify the City of National City, its
officers and employees, for all damages the City thereby suffers.
I agree that these declarations shall constitute an addendum to any bid or contract awarded to:
Christine Forester Catalyst.
Dated:
2451
, 201. C istine Forester
BY: A..
gL,I.L.cL•
(Signature of Authorized Representative)
Christine Forester,
Owner/Principal, Christine Forester Catalyst
1243 National City Boulevard; National City, California 91950
Tel.: (619) 336.4250 Fax: (619) 336.4286
braulston@ci.national-city.ca.us
Policyholder
Address of policyholder
Location of operations
Description of operations
(MI, EARN
a
INSURAN S
Certificate of Insurance
This certifies that State Farm Fire and Casualty Company, Bloomington, plinois
State Farm General Insurance Company, Bloomington, Illinois
State Farm Fire and Casualty Company, Aurora, Ontario
State Fanrn Florida Insurance Company, Wmter Haven, Florida
State Farm Lloyds, Dallas, Texas
insures the following policyholder for the coverages indicated below:
Christine Forester
2025 Soledad Ave, La Jolla, CA 92037
Same
The policies listed below have been issued to the policyholder for the policy periods shown. The insurance described in these policies is
subject to all the terms, exclusions, and conditions of those policies. The limits of liability shown may have been reduced by any paid claims.
Policy Number
Type of Insurance
Policy Period
Effective Date t Expiration Date
Limits of Liability
(at beginning of policy period)
This insurance includes:
Comprehensive
Business
Liability
Products - Completed
Contractual Liability
Personal Injury
Advertising Injury
L
L _•
Operations
BODILY INJURY AND
PROPERTY DAMAGE
Each Occurrence $
General Aggregate $
Product - Completed $
Operations Aggregate
Policy Number
EXCESS LIABILITY
Policy Period
Effective Date I Expiration Date
BODILY INJURY AND PROPERTY DAMAGE
(Combined Single Limit)
77-27-2627-9
® Umbrella
Other
05/22/08
05/22/09
Each Occurrence $ 1,000,000.00
Aggregate $
Policy Period
Effective Date ; Expiration Date
Part I - Workers Compensation - Statutory
Workers' Compensation
and Employers Liability
Part II - Employers Liability
Each Accident S
Disease - Each Employee $
Disease - Policy Limit $
Policy Number
Type of Insurance
Policy Period
Effective Date Expiration Date
Limits of Liability
(at beginning of policy period)
T
THE CERTIFICATE OF INSURANCE IS NOT A CONTRACT OF INSURANCE AND NEITHER AFFIRMATIVELY NOR NEGATIVELY
AMENDS, EXTENDS OR ALTERS THE COVERAGE APPROVED BY ANY POLICY DESCRIBED HEREIN.
Name and Address of Certification Holder
If any of the described policies are canceled before
their expiration date, State Farm® will try to mail a
written notice to the certificate holder 30 days
before cancellation. If however, we fail to match such
notice, no obligation or liability will be imposed on
State F ,, m or its agents or representatives.
ature of Authorized Reprtative
Licensed Representative
Tide
Dave Scott
2141/2009
Date
Agent Name
Telephone Number (858) 459-4259
Agents Code Stznlp
Agent Code 8675
AFO Code F408
1001260
zd
108399.8 01-23-2009
d8€ 60 90 8t oea
CERTIFICATE OF INSURANCE
SUCH INSURANCE AS RESPECTS THE INTEREST OF THE CERTIFICATE HOLDER NAMED BELOW WILL NOT BE
CANCELED OR OTHERWISE TERMINATED WITHOUT GIVING 10 DAYS PRIOR WRITTEN NOTICE TO THE
CERTIFICATE HOLDER, BUT IN NO EVENT SHALL THIS CERTIFICATE BE VALID MORE THAN 30 DAYS FROM
THE DATE WRITTEN. THIS CERTIFICATE OF INSURANCE DOES NOT CHANGE THE COVERAGE PROVIDED BY
ANY POLICY DESCRIBED BELOW.
This certifies that: ® STATE FARM MUTUAL AUTOMOBILE INSURANCE COMPANY of Bloomington, Illinois
D STATE FARM FIRE AND CASUALTY COMPANY of Bloomington, Illinois
❑ STATE FARM COUNTY MUTUAL INSURANCE COMPANY OF TEXAS of Dallas, Texas
❑ STATE FARM INDEMNITY COMPANY of Bloomington, Illinois, or
❑ STATE FARM GUARANTY INSURANCE COMPANY of Bloomington, Illinois
has coverage in force for the following Named Insured as shown below:
NAMED INSURED: Christine Forester
2025 SOLEDAD AVE
ADDRESS OF NAMED INSURED: LA JOLLA CA 92037-3904
POLICY NUMBER
203 0676-B01-55
EFFECTIVE DATE
OF POLICY
2/1/09-E/1/09
DESCRIPTION OF
VEHICLE (Inducting MN)
2000 VW Passat
WVWMA23BXYE124461
LIABILITY COVERAGE
❑ NO
❑ YES
❑ YES
0 YES ❑ NO
■ YES
• NO
■ NO
LIMITS OF LIABILITY
a. Bodily Injury
Each Person
$100, 000
Each Accident
$300, 000
b. Property Damage
Each Accident
$25, 000
c. Bodily Injury &
Property Damage
Single Limit
Each Accident
PHYSICAL DAMAGE
COVERAGES
a. Comprehensive
0 YES
$
❑ NO
Deductible
❑ YES
$
❑ NO
Deductible
0YES ❑ NO
■ NO
■ YES
$ 0 Deductible
Deductible
$
b. Collision
El YES ❑ NO
$ 250 Deductible
❑ YES
$
❑ NO
Deductible
❑ YES
$
❑ NO
Deductible
• YES
❑ NO
Deductible
$
EMPLOYERS NON -OWNED
CAR LIABILITY COVERAGE
❑ YES
❑ NO
❑ NO
❑ YES
0 NO
❑ YES ►1 NO
• YES
HIRED CAR LIABILITY
ERAGE
❑ YES
❑ NO
❑ NO
❑ YES
❑ NO
❑ YES ►i4 NO
• YES
FLEET - COVERAGE FOR
M OTO EV D ALESEKRFII
❑ YES NO
❑ YES
❑ NO
❑ YES
❑ NO
❑ YES
❑ NO
nature of Authorized R - • esenta
Name and Address of Certifrca
Holder
,icer.sed Rep. 8675
Title Agent's Code Number
Name and Address of Agent
David Scott Insurance Agcy Inc
Dave Scott, Agent tic. 4 0711850
8110 La Jolla Shores Drive
La Jolla, CA 92037-3100
Bus 859 459 4259
INTERNAL STATE FARM USE ONLY: ❑ Request permanent Certificate of Insurance for liability coverage.
2/4/09
Date
Elmo
c'd
d8c:60 80 81. oea
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
March 23, 2009
Ms. Christine Forester
Christine Forester Catalyst
2025 Soledad Avenue
La Jolla, CA 92037
Dear Ms. Forester,
On February 5th, 2009, an agreement was entered between the Community
Development Commission of the City of National City and Christine Forester
Catalyst.
We are enclosing for your records a fully executed original agreement.
Michael R. Dalla, CMC
City Clerk
Enclosure
cc: Community Development Commission
® Recycled Paper