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HomeMy WebLinkAbout2009 CON CDC Geosyntec Consultants - Environmental Consulting Services thru 06/30/11AGREEMENT BY AND BETWEEN THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY AND GEOSYNTECkH CONSULTANTS, INC. THIS AGREEMENT is entered into this 2nd day of June, 2009, by and between the COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY, a community development commission (the "CDC"), and GEOSYNTECM CONSULTANTS, INC, (CONSULTANT"). RECITALS WHEREAS, the CDC desires to employ a CONSULTANT to provide as needed professional services related to the identification, analysis and remediation of environmental hazards throughout the National City Redevelopment Project area. WHEREAS, the CDC has determined that the CONSULTANT is an environmental professional and engineering firm 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. Sam Williams, P.G.C. Hg. 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 $250,000 (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" and billed consistent with the fee schedule in Exhibit "B", 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 remain in effect until June 30, 2011. 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications, Models, Testing Reports, Studies and other documents prepared by the CONSULTANT, both paper and 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 CDCandCONSULTANT 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 CDC's Standard Agreement — June 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 CDC's Standard Agreement — June 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-DISCRIMINATIONPROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition.The CONSULTANT will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CDC setting forth the provisions of this non-discrimination clause. 14. CONFIDENTIAL INFORMATION. The CDC may from time to time communicate to the CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CDC. The CONSULTANT shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 13, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONSULTANT, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONSULTANT without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONSULTANT shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CDC. In its performance hereunder, the CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. 4 CDC's Standard Agreement — June 2008 revision 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 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. 5 CDC's Standard Agreement — June 2008 revision H. Any aggregate insurance limits must apply solely to this Agreement. 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. This limitation doesn't take into consideration a firm carrying higher than their minimum requirements and consequently a higher deductible (nor the costs associated with the price of insurance with such a low deductible). Our general liability deductible is $100,000, and our professional liability/pollution deducible is $250,000. 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 6 CDC's Standard Agreement — June 2008 revision 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. 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 Tess 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 CDC: To CONSULTANT: Brad Raulston Executive Director Community Development Commission of the City of National City 1243 National City Boulevard National City, CA 91950-4301 Sam Williams, P.G. C. Hg. Geosyntech Consultants, Inc. 10875 Rancho Bernardo Road, Ste 200 San Diego CA 92127 7 CDC's Standard Agreement — June 2008 revision 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 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. 8 CDC's Standard Agreement — June 2008 revision 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. 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 OF THE Y OF NATIONAL CITY on Morrison, Chairm APPROVED AS TO FORM: George H.-Eiser, III Legal Counsel 9 GEOSYNTEC14 CONSULTANTS, INC. (Corporation — signatures of two corporate officers) (Partnership — one signature) (Sole proprietorship — one signature) By: (Sam Williams) (Title) /GE By: �..._� 1,-- (Name) Th Executive /2_ y SanglOrat Vice President (Title) CDC's Standard Agreement — June 2008 revision EXHIBIT A Scope of Services for on -call services shall include professional services related to analysis and identification, 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. EXHIBIT B GEOSYNTEC CONSULTANTS RATE SCHEDULE FOR COMMUNITY DEVELOPMENT COMMISSION OF NATIONAL CITY (UPDATED 20 MAY 2009) Professional Services Rate/Hour Staff Professional $ 95 Senior Staff Professional $110 Professional $123 Project Professional $139 Senior Professional $158 Associate $180 Principal $210 Field Services Engineering Technician Senior Engineering Technician Field Manager Site Manager Field Superintendent Design Support Services $ 61 $ 67 $ 73 $ 74 $ 74 Senior Drafter/Senior CADD Operator $ 108 Drafter/CADD Operator/Artist $ 94 Technical Word Processor $ 58 Administrative Assistant $ 58 Clerical $ 45 General Direct Expenses Subcontract Services Communications Fee Specialized Computer Applications (per hour) Personal Automobile (per mile) Photocopies (per page) Cost plus 0% Cost plus 10% 3% of Professional Fees $ 10 $ .485 $ .12 Rates are subject to annual adjustment based on mutual consent of the parties. Rates for field equipment, health and safety equipment, and graphical supplies presented upon request. THIS DOCUMENT HAS A TRUE DEFENSATM WATERMARK ANn "ISIB'.F FIRERS O'SCFRNIRLF PROM BOTH SIDES • ' • • 1 • BUSINESS LICENSE CERTIFICATE PURSUANT TO CITY ORDINANCE THIS LICENSE IS HEREBY GRANTED FOR THE TERM 8 PURPOSE STATED TYPE OF BUSINESS B BUSINESS ADDRESS 10875 RANCHO BERNARDO RD STE BUSINESS NAME ATTN: MAILING ADDRESS NON TRANSFERABLE 10875 RANCHO BERNARDO RD STE 200 SAN DIEGO, CA 92127-2116 THIS DOCUMENT IS ALTERATION PROTECTED AND REFLECTS FLUORESCENT FIBERS UNDER UV LIGHT ACORDr. CERTIFICATE OF LIABILITY INSURANCE PRODUCER Marsh USA Inc. 1560 Sawgrass Corp. Pkwy, Suite 300 Sunrise, FL 33323-2858 Attn: Fax: 212-948-0512 FtLauderdale.certs@marsh.com S81127-ALL-CAS2-08-09 .. GAWP ENDMT DATE (MMIDDIYYYY)� 06/10/2009 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 # INSURED GEOSYNTEC CONSULTANTS, INC. 5901 BROKEN SOUND PARKWAY NW SUITE 300 BOCA RATON, FL 33487-2775 COVERAGES INSURER A: Commerce And Industry Ins Co 19410 INSURER B: American International Specialty Lines Ins Co 26883 INSURER c: New Hampshire Insurance Company 23841 INSURER D: Insurance Company Of The State Of PA 19429 INSURER E: 18 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 CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INS LTR ADD'L, INSRq TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MMIDDIYY) POLICY EXPIRATION DATE (MMIDDIYY) LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A X GL4178618 09/01/08 09/01/09 DAMAGE TO RENTED ,,I 100,000 X COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurence) $ CLAIMS MADE X OCCUR MED EXP (Any one person) $ 25,000 PERSONAL & ADV INJURY $ 1 ,000,000 IX SIR: 100,000 GENERAL AGGREGATE $ 2,000,000 GENERAL r _ AGGREGATE RLIMIT APPLIES PER IX JEPOLICY CT LOC PRODUCTS - COMP/OP AGG$ 2,000,000 A X AUTOMOBILE LIABILITY CA5053937 (AOS) 09/01/08 09/01/09 COMBINED SINGLE LIMIT $ 1,000,OOO A X ANY AUTO CA1955451 (MA) 09/01/08 09/01/09 (Ea accident) ALL OWNED AUTOS BODILY INJURY $ S SCHEDULED AUTOS (Per person) X HIRED AUTOS BODILY INJURY $ X NON -OWNED AUTOS (Per accident) X COMP/COLL DED $1000 PROPERTY DAMAGE (Per accident) $ GARAGE LIABIUTY AUTO ONLY - EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY. $ AGG EXCESS/UMBRELLA LIABIUTY EACH OCCURRENCE $ OCCUR 1 CLAIMS MADE AGGREGATE $ $ DEDUCTIBLE - -- $ RETENTION $ $ C WORKERS COMPENSATION AND WC5316328 (AOS) 09/01/08 09/01/09 X WCY l ATU-IMITI I OTH- FR D EMPLOYERS' LIABILITY WC5316329 (CA) 09/01/08 09/01/09 E.L. EACH ACCIDENT $ 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under E.L. DISEASE - POLICY LIMIT $ 1,000,000 SPECIAL PROVISIONS below OTHER B Prof. Liability & 195-19-04 09/01/08 09/01/09 Each Claim / Aggregate 8,000,000 Contr. Poll. Liab. Ded: Each Claim 250,000 Claims Made Form Incl. Prod. & Completed Ops DESCRIPTION OF OPERATIONSILOCATIONSNEHICLESIEXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY, ITS OFFICERS, EMPLOYEES AND VOLUNTEERS AND THE CITY OF NATIONAL CITY ARE INCLUDED AS ADDITIONAL INSURED, WHERE REQUIRED BY WRITTEN CONTRACT, EXCEPT FOR WORKERS' COMPENSATION AND PROFESSIONAL LIABILITY. THIS INSURANCE SHALL BE PRIMARY AND NON-CONTRIBUTORY AND LIMITED TO LIABILITY ARISING OUT OF THE OPERATIONS OF THE INSURED WHERE REQUIRED BY WRITTEN CONTRACT. WAIVER OF SUBROGATION IS APPLICABLE WHERE REQUIRED BY WRITTEN CONTRACT AND ALLOWED BY LAW. CONTRACTORS LIABILITY/PER PROJECT AGGREGATE INCLUDED UNDER GL POLICY WITH WRITTEN CONTRACT WITH NAMED INSURED AND CONTRACTOR. CERTIFICATE HOLDER ATL-001614162-27 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE COMMUNITY DEVELOPMENT COMMISSION EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL OF THE CITY OF NATIONAL CITY 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, CITY OF NATIONAL CITY ATTN: CITY ATTORNEY'S OFFICE BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABIUTY OF ANY KIND 1243 NATIONAL CITY BLVD UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES, NATIONAL CITY, CA 91950-4301 A HO IIZEDSA I00 SENTATIVE .!' . _ _ — ` . (S4 Ocirta 0 ACORD 25 (2001/08) Eileen S. Yodanis 0 ACORD CORPORATION 1988 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. Acord 25 (2001/08) Reverse of Page 1 POLICY NUMBER: GL 417 8618 COMMERCIAL GENERAL LIABILITY CG 2010 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): BLANKET AS REQUIRED BY WRITTEN CONTRACT Location(s) Of Covered Operations Information required: to' complete this Schedule, if not shown above, will‘be'shown in the Declarations: A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) desig- nated above. CG 20 10 07 04 B. With respect to the insurance_ afforded to .these,_R additional, insureds, the following additional exclu- sions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equip- ment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its in- tended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a princi- pal as a part of the same project. © ISO Properties, Inc., 2004 Page 1 of 1 0 ENDORSEMENT This endorsement, effective 12:01 A.M. 09/01/2008 forms a part of Policy No. CA 505-39-37 issued to GEOSYNTEC CONSULTANTS, INC. by COMMERCE AND INDUSTRY INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. �_.. ADDITIONAL INSURED - WHERE REQUIRED UNDER CONTRACT OR AGREEMENT (Professional Services Exclusion) This endorsement modifies insurance provided under the following; BUSINESS AUTO COVERAGE FORM Section II - Liability Coverage, A. - Coverage, 1.. - Who Is An Insured, is amended to add: d. Any person or organization to whom you become obligated to include as an additional insured under this policy, as a result of any contract or agreement you enter into, excluding. contracts or agreements for professional services, which requires you to furnish insurance :ao that person ororganization of the type provided by this policy, but only with respect to • .liability arising out,of: your. operations or premises owned by or rentedto. you.. However, theinsurance provided will not exceed the lesser of: 1. , The coverage sand/ordimits •.of .this policy, or The' coverage and/or 'limits• required by said contract or agreement. W"42.4;1 A ORIZED REPRESENTATIVE 61710 (12/94) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT—CALIFORNIA This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below. (The following "attaching clause" need be completed only when this endorsement is issued subsequent to preparation of the policy). This endorsement, effective 12:01 AM 09/01/2008 forms a part of Policy No. WC516329 Issued to GEOSYNTEC CONSULTANTS, INC. By: Thewlnsurance Company of the State of Pennsylvania Premium Included 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). 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 % of the California workers':: compensation premium otherwise due on such remuneration. Person or Organization WC 04 03 06 (Ed. 04/84) Schedule Any person or organization for whom you perform work under a written contract that requires you to obtain this agreement from us. The written contract must be effective prior to the date of the loss occurrence. Countersigned by Job Description. Authorized Representative RESOLUTION NO. 2009 — 163 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF NATIONAL CITY AUTHORIZING THE CHAIRMAN TO EXECUTE AN AGREEMENT IN THE NOT -TO -EXCEED AMOUNT OF $250,000 WITH GEOSYNTECH CONSULTANTS, INC., FOR AS -NEEDED ENVIRONMENTAL CONSULTING SERVICES RELATED TO THE NATIONAL CITY REDEVELOPMENT PROJECT WHEREAS, the Community Development Commission (CDC) requires environmental consulting services related to the Redevelopment Plan for the National City Redevelopment Project and the Five Year Implementation Plan 2005 -2009; and WHEREAS, a competitive Request for Qualifications process led to the selection of four highly qualified environmental consulting firms to serve in an as -needed capacity to the CDC for fiscal years 2005-2006 and 2006-2007; and WHEREAS, Geosyntech Consultants, Inc., was among the selected firms that demonstrated their ability to provide said services to the CDC in a highly professional and economic manner; and WHEREAS, due to the quality, cost, and timeliness of work provided to the CDC, it is desirable to retain the firm through June 30, 2011, for the not -to -exceed amount of $250,000. NOW, THEREFORE, BE IT RESOLVED that the Community Development Commission of the City of National City hereby authorizes the Chairman to execute an Agreement with Geosyntech Consultants, Inc., for the not -to -exceed amount of $250,000 for as - needed environmental consulting services related to the National City Redevelopment Project. Said Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 16th day of June, 2009. Ron Morrison, Chairman ATT Bra. . =, ecretary APPROVED AS TO FORM: George H.'iser, III City Attorney Passed and adopted by the Community Development Commission of the City of National City, California, on June 16, 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,iS6r>ini'fy, Development Commission By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2009-163 of the Community Development Commission of the City of National City, California, passed and adopted on June 16, 2009. Secretary, Community Development Commission By: Deputy City of National City, California COMMUNITY DEVELOPMENT COMMISSION AGENDA STATEMENT MEETING DATE June 16, 2009 AGENDA ITEM NO. 40 ITEM TITLE A resolution approving an Agreement with GeoSyntech Consultants, Inc. for as -needed environmental consulting service not to exceed $250,000 until June 30, 2011. PREPARED BY DEPARTMENT Patricia Beard (ext 4255) S 4' Redevelopment Divisi. n Redevelopment Manager EXPLANATION Geosyntech Consultants, Inc, a highly qualified environmental engineering firm has provided as -needed consulting services to the CDC since they were selected as part of a competitive Request for Qualifications process in 2005. Staff continues to be extremely satisfied with the quality, cost and timeliness of services provided and would like to re-engage the firm for a two-year contract until June 30, 2011. Geosyntech has assisted CDC with a Conceptual Remediation Plan for the Pacific Steel site on Cleveland Avenue and ongoing groundwater monitoring for Education Village, as well as providing expert advice on non -CDC sites throughout the City undergoing remediation activities, such as Thrifty Oil on Plaza Boulevard near Palm Avenue. Activities have been paid for through developer deposits and Tax Increment funds. The total amount paid to the firm since July 1, 2007 (the previous contract period) was $115,213. Environmental Review Not applicable. Financial Statement The Agreement, if approved, would authorize staff to use services as needed up to a total of $250,000 over a two-year period. Most costs will be paid through developer deposits and grants however Tax Increment funding may be used where no outside sources can be identified. STAFF RECOMMENDATION Adopt the resolution. BOARD / COMMISSION RECOMMENDATION Not applicable. STRATEGIC GOAL 7b) Invest in infrastructure and aging public facilities. J 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 June 29, 2009 Mr. Sam Williams Geosyntec Consultants, Inc. 10875 Rancho Bernardo Road, Suite 200 San Diego, CA 92127 Dear Mr. Williams, On June 16th, 2009, Resolution No. 2009-163 was passed and adopted by the Community Development Commission of the City of National City, authorizing execution of Agreement with Geosyntec Consultants, Inc. We are enclosing for your records a certified copy of the above Resolution and a fully executed original agreement. Sincerely, Michael R. Dalla, CMC City Clerk Enclosures cc: Community Development Commission ® Recycled Paper