HomeMy WebLinkAbout2009 CON E2 ManageTech - Brownfield Revolving Loan FundAGREEMENT
BY AND BETWEEN
THE CITY OF NATIONAL CITY
AND
E2 MANAGETECH SOLUTIONS, INC.
TO SERVE AS "QUALIFIED ENVIRONMENTAL PROFESSIONAL"
FOR THE CITY'S BROWNFIELD REVOLVING LOAN PROGRAM
FOR A PERIOD OF FIVE YEARS NOT TO EXCEED $30,000
THIS AGREEMENT is entered into this 20th day of October, 2009, by and between the
CITY OF NATIONAL CITY, a community development commission (the "CITY"), and E2 MANAGETECH, INC,
a environmental consultant (the "CONSULTANT").
RECITALS
WHEREAS, the CITY has been awarded a $1 million grant by the United States
Environmental Protection Agency ("EPA") to establish a Revolving Loan Fund for the remediation of
eligible properties contaminated with hazardous wastes; and
WHEREAS, the EPA requires that grantees retain a Qualified Environmental Professional
("QEP") to oversee remediation projects where the State will not serve as the lead regulator and
oversight authority; and
WHEREAS, the CITY conducted a competitive Request for Qualifications process in
keeping with federal procurement standards and has determined that E2 Managetech, Inc.
("CONSULTANT") is an environmental consultant and is qualified by experience and ability to perform
the services desired by the CITY, and the CONSULTANT is willing to perform such services.
NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS:
1. ENGAGEMENT OF CONSULTANT. The CITY hereby agrees to engage the
CONSULTANT and the CONSULTANT hereby agrees to perform the services hereinafter set forth in
accordance with all terms and conditions contained herein.
The CONSULTANT represents that all services required hereunder will be performed
directly by the CONSULTANT or under direct supervision of the CONSULTANT.
2. SCOPE OF SERVICES. The CONSULTANT will perform services as set forth in the
attached Exhibit " A "
The CONSULTANT shall be responsible for all research and reviews related to the work
and shall not rely on personnel of the CITY for such services, except as authorized in advance by the
CITY. The CONSULTANT shall appear at meetings cited in Exhibit " A "to keep staff and City Council
advised of the progress on the project.
The CITY may unilaterally, or upon request from the CONSULTANT, from time to time reduce or
increase the Scope of Services to be performed by the CONSULTANT under this Agreement. Upon doing
so, the CITY and the CONSULTANT agree to meet in good faith and confer for the purpose of negotiating
a corresponding reduction or increase in the compensation associated with said change in services, not
to exceed a factor of 10% from the base amount.
3. PROJECT COORDINATION AND SUPERVISION.
Patricia Beard hereby is designated as the Project Coordinator for the CITY and will
monitor the progress and execution of this Agreement. The CONSULTANT shall assign a single Project
Director to provide supervision and have overall responsibility for the progress and execution of this
Agreement for the CONSULTANT. 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 $30,000 (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 CITY.
The CONSULTANT shall maintain all books, documents, papers, employee time sheets,
accounting records, and other evidence pertaining to costs incurred and shall make such materials
available at its office at all reasonable times during the term of this Agreement and for three (3) years
from the date of final payment under this Agreement, for inspection by the CITY and for furnishing of
copies to the CITY, if requested.
5. ACCEPTABILITY OF WORK. The CITY shall decide any and all questions which
may arise as to the quality or acceptability of the services performed and the manner of performance,
the acceptable completion of this Agreement and the amount of compensation due. In the event the
CONSULTANT and the CITY cannot agree to the quality or acceptability of the work, the manner of
performance and/or the compensation payable to the CONSULTANT in this Agreement, the CITY or the
CONSULTANT shall give to the other written notice. Within ten (10) business days, the CONSULTANT
and the CITY shall each prepare a report which supports their position and file the same with the other
party. The CITY shall, with reasonable diligence, determine the quality or acceptability of the work, the
manner of performance and/or the compensation payable to the CONSULTANT.
6. LENGTH OF AGREEMENT. This agreement shall be in affect until October 30,
2014.
7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports,
Maps, Drawings, Plans, Specifications and other documents prepared by the CONSULTANT for this
Project, whether paper or electronic, shall become the property of the CITY for use with respect to this
Project, and shall be turned over to the CITY upon completion of the Project, or any phase thereof, as
contemplated by this Agreement.
Contemporaneously with the transfer of documents, the
CONSULTANT hereby assigns to the CITY and CONSULTANT thereby expressly waives and disclaims, any
copyright in, and the right to reproduce, all written material, drawings, plans, specifications or other
work prepared under this agreement, except upon the CITY's prior authorization regarding
reproduction, which authorization shall not be unreasonably withheld. The CONSULTANT shall, upon
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City's Stardard Agreemert — May 2008 rev.sion
request of the CITY, execute any further document(s) necessary to further effectuate this waiver and
disclaimer.
The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce, modify, assign,
transfer, or in any other way, medium or method utilize the CONSULTANT's written work product for
the CITY's purposes, and the CONSULTANT expressly waives and disclaims any residual rights granted to
it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works.
Any modification or reuse by the CITY of documents, drawings or specifications
prepared by the CONSULTANT shall relieve the CONSULTANT from liability under Section 14 but only
with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should
the documents be used by the CITY for some project other than what was expressly agreed upon within
the Scope of this project, unless otherwise mutually agreed.
8. INDEPENDENT CONSULTANT. Both parties hereto in the performance of this
Agreement will be acting in an independent capacity and not as agents, employees, partners or joint
venturers with one another. Neither the CONSULTANT nor the CONSULTANT'S employees are
employee of the CITY and are not entitled to any of the rights, benefits, or privileges of the CITY's
employees, including but not limited to retirement, medical, unemployment, or workers' compensation
insurance.
This Agreement contemplates the personal services of the
CONSULTANT and the CONSULTANT's employees, and it is recognized by the parties that a substantial
inducement to the CITY for entering into this Agreement was, and is, the professional reputation and
competence of the CONSULTANT and its employees. Neither this Agreement nor any interest herein
may be assigned by the CONSULTANT without the prior written consent of the CITY. Nothing herein
contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or
subCONSULTANTs, as the
CONSULTANT may deem necessary for the proper and efficient performance of this Agreement. All
agreements by CONSULTANT with its subCONSULTANT(s) shall require the subCONSULTANT to adhere
to the applicable terms of this Agreement.
9. CONTROL. Neither the CITY nor its officers, agents or employees shall have any
control over the conduct of the CONSULTANT or any of the CONSULTANT's employees except as herein
set forth, and the CONSULTANT expressly agrees not to represent that the CONSULTANT or the
CONSULTANT's agents, servants, or employees are in any manner agents, servants or employees of the
CITY, it being understood that the
CONSULTANT, its agents, servants, and employees are as to the CITY wholly independent CONSULTANTs
and that the CONSULTANT's obligations to the CITY are solely such as are prescribed by this Agreement.
10. COMPLIANCE WITH APPLICABLE LAW. The
CONSULTANT, in the performance of the services to be provided herein, shall comply with all applicable
State and Federal statutes and regulations, and all applicable ordinances, rules and regulations of the
City of National City, whether now in force or subsequently enacted. The CONSULTANT, and each of its
subCONSULTANTs, shall obtain and maintain a current City of National City business license prior to and
during performance of any work pursuant to this Agreement.
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Citys Standard Agreement — May 2008 rev,sion
11. LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants that it
has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to
practice its profession. The CONSULTANT represents and covenants that the CONSULTANT shall, at its
sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit,
or approval which is legally required for the CONSULTANT to practice its profession.
12. STANDARD OF CARE.
A. The CONSULTANT, in performing any services under this Agreement,
shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of
the CONSULTANT's trade or profession currently practicing under similar conditions and in similar
locations. The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT's
employees and members of the public from risk of harm arising out of the nature of the work and/or
the conditions of the work site.
B. Unless disclosed in writing prior to the date of this agreement, the
CONSULTANT warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been
debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings
concerning the CONSULTANT's professional performance or the furnishing of materials or services
relating thereto.
C. The CONSULTANT is responsible for identifying any unique products,
treatments, processes or materials whose availability is critical to the success of the project the
CONSULTANT has been retained to perform, within the time requirements of the CITY, or, when no time
is specified, then within a commercially reasonable time. Accordingly, unless the CONSULTANT has
notified the CITY otherwise, the CONSULTANT warrants that all products, materials, processes or
treatments identified in the project documents prepared for the CITY are reasonably commercially
available. Any failure by the CONSULTANT to use due diligence under this sub -paragraph will render the
CONSULTANT liable to the CITY for any increased costs that result from the CITY's later inability to
obtain the specified items or any reasonable substitute within a price range that allows for project
completion in the time frame specified or, when not specified, then within a commercially reasonable
time.
13. NON-DISCRIMINATION PROVISIONS.The CONSULTANT shall not discriminate
against any employee or applicant for employment because of age, race, color, ancestry, religion, sex,
sexual orientation, marital status, national origin, physical handicap, or medical condition. The
CONSULTANT will take positive action to insure that applicants are employed without regard to their
age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical
handicap, or medical condition. Such action shall include but not be limited to the following:
employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or
termination, rates of pay or other forms of compensation, and selection for training, including
apprenticeship. The CONSULTANT agrees to post in conspicuous places available to employees and
applicants for employment any notices provided by the CITY setting forth the provisions of this non-
discrimination clause.
14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate
to the CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform
the services to be provided herein. The CONSULTANT shall treat all such information as confidential and
shall not disclose any part thereof without the prior written consent of the CITY. The CONSULTANT shall
limit the use and circulation of such information, even within its own organization, to the extent
necessary to perform the services to be provided herein. The foregoing obligation of this Section 13,
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City s Standard Agreement — May 2008 revision
however, shall not apply to any part of the information that (i) has been disclosed in publicly available
sources of information; (ii) is, through no fault of the CONSULTANT, hereafter disclosed in publicly
available sources of information; (iii) is already in the possession of the CONSULTANT without any
obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a
third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized
by that third party.
The CONSULTANT shall not disclose any reports, recommendations, conclusions or
other results of the services or the existence of the subject matter of this Agreement without the prior
written consent of the CITY. In its performance hereunder, the CONSULTANT shall comply with all legal
obligations it may now or hereafter have respecting the information or other property of any other
person, firm or corporation.
CONSULTANT shall be liable to CITY for any damages caused by breach of this condition,
pursuant to the provisions of Section 14.
15. INDEMNIFICATION AND HOLD HARMLESS. The
CONSULTANT agrees to defend, indemnify, and hold harmless the 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 CITY and its officers, and employees from and against all claims, demands, payments, suits, actions,
proceedings and judgments of every nature and description, including reasonable attorney's fees and
defense costs presented, brought or recovered against the CITY or its officers, employees, or
volunteers, for or on account of any liability under any of said acts which may be incurred by reason of
any work to be performed by the CONSULTANT under this Agreement.
17. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and
maintain, and shall require its subCONSULTANTs, when applicable, to purchase and maintain
throughout the term of this agreement, the following insurance policies:
A. If checked, Professional Liability Insurance (errors and omissions) with minimum
limits of $1,000,000 per occurrence.
B. Automobile insurance covering all bodily injury and property damage incurred
during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single
limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles
("any auto").
C. Commercial general liability insurance, with minimum limits of $1,000,000 per
occurrence/$2,000,000 aggregate, covering all bodily injury and property damage arising out of its
operations under this Agreement.
D. Workers' compensation insurance in an amount sufficient to meet statutory
requirements covering all of CONSULTANT'S employees and employers' liability insurance with limits of
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C•y's Stancard Agreement - May 2C08 revis,on
at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation
in favor of the CITY. Said endorsement shall be provided prior to commencement of work under this
Agreement.
E. The aforesaid policies shall constitute primary insurance as to the CITY, its
officers, employees, and volunteers, so that any other policies held by the CITY shall not contribute to
any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the
CITY of cancellation or material change.
F. Said policies, except for the professional liability and workers' compensation
policies, shall name the CITY and its officers, agents and employees as additional insureds, and separate
additional insured endorsements shall be provided.
G. If required insurance coverage is provided on a "claims made" rather than
"occurrence" form, the CONSULTANT shall maintain such insurance coverage for three years after
expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on
or before the date of this Agreement.
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 CITY may elect to treat the failure to maintain
the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein.
K. All deductibles and self -insured retentions in excess of $10,000 must be
disclosed to and approved by the CITY.
18. LEGAL FEES. If any party brings a suit or action against the other party arising
from any breach of any of the covenants or agreements or any inaccuracies in any of the
representations and warranties on the part of the other party arising out of this Agreement, then in that
event, the prevailing party in such action or dispute, whether by final judgment or out -of -court
settlement, shall be entitled to have and recover of and from the other party all costs and expenses of
suit, including attorneys' fees.
For purposes of determining who is to be considered the prevailing party, it is stipulated
that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered
in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other
than the CITY shall, in addition, be limited to the amount of attorney's fees incurred by the CITY in its
prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by
the prevailing party.
19. MEDIATION/ARBITRATION. If a dispute arises out of or relates to this
Agreement, or the breach thereof, the parties agree first to try, in good faith, to settle the dispute by
mediation in San Diego, California, in accordance with the Commercial Mediation Rules of the American
Arbitration Association (the "AAA") before resorting to arbitration. The costs of mediation shall be
borne equally by the parties. Any controversy or claim arising out of, or relating to, this Agreement, or
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C ty s Standard Agreement - May 2008 revision
breach thereof, which is riot resolved by mediation shall be settled by arbitration in San Diego,
California, in accordance with the Commercial Arbitration Rules of the AAA then existing. Any award
rendered shall be final and conclusive upon the parties, and a judgment thereon may be entered in any
court having jurisdiction over the subject matter of the controversy. The expenses of the arbitration
shall be borne equally by the parties to the arbitration, provided that each party shall pay for and bear
the costs of its own experts, evidence and attorneys' fees, except that the arbitrator may assess such
expenses or any part thereof against a specified party as part of the arbitration award.
20. TERMINATION. A. This Agreement may be terminated with or without cause by
the CITY. Termination without cause shall be effective only upon 60-day's written notice to the
CONSULTANT. During said 60-day period the CONSULTANT shall perform all services in accordance with
this Agreement.
B. This Agreement may also be terminated immediately by the CITY for cause in
the event of a material breach of this Agreement, misrepresentation by the CONSULTANT in connection
with the formation of this Agreement or the performance of services, or the failure to perform services
as directed by the CITY.
C. Termination with or without cause shall be effected by delivery of written
Notice of Termination to the CONSULTANT as provided for herein.
D. In the event of termination, all finished or unfinished Memoranda Reports,
Maps, Drawings, Plans, Specifications and other documents prepared by the CONSULTANT, whether
paper or electronic, shall immediately become the property of and be delivered to the CITY, and the
CONSULTANT shall be entitled to receive just and equitable compensation for any work satisfactorily
completed on such documents and other materials up to the effective date of the Notice of
Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by
the CONSULTANT's breach, if any. Thereafter, ownership of said written material shall vest in the CITY
all rights set forth in Section 6.
E. The CITY further reserves the right to immediately terminate this Agreement
upon: (1) the filing of a petition in bankruptcy affecting the
CONSULTANT; (2) a reorganization of the CONSULTANT) for the benefit of creditors; or (3) a business
reorganization, change in business name or change in business status of the CONSULTANT.
21. NOTICES. All notices or other communications required or permitted
hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal
Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or
sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy,
facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of
delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business
day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary
mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit
in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States
Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges
prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand,
direction or other communication delivered or sent as specified above shall be directed to the following
persons:
To the CITY:
Patricia Beard, Redevelopment Manager
Community Development Commission
of the City of National City
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City's Standard Agreement - May 2008 revision
To the CONSULTANT:
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 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 CITY. The CONSULTANT also agrees not to
specify any product, treatment, process or material for the project in which the CONSULTANT has a
material financial interest, either direct or indirect, without first notifying the CITY of that fact. The
CONSULTANT shall at all times comply with the terms of the Political Reform Act and the National City
Conflict of Interest Code. The CONSULTANT shall immediately disqualify itself and shall not use its
official position to influence in any way any matter coming before the CITY in which the CONSULTANT
has a financial interest as defined in Government Code Section 87103. The CONSULTANT represents
that it has no knowledge of any financial interests that would require it to disqualify itself from any
matter on which it might perform services for the CITY.
El If checked, the CONSULTANT shall comply with all of the reporting require-
ments of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the
CONSULTANT shall file a Statement of Economic Interests with the City Clerk of the City of National City
in a timely manner on forms which the CONSULTANT shall obtain from the City Clerk.
The CONSULTANT shall be strictly liable to the CITY for all damages, costs or expenses
the CITY may suffer by virtue of any violation of this Paragraph 21 by the CONSULTANT.
23. MISCELLANEOUS PROVISIONS.
A. Computation of Time Periods. If any date or time period provided for in this
Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall
automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday
or federal, state or legal holiday.
B. Counterparts. This Agreement may be executed in multiple counterparts, each
of which shall be deemed an original, but all of which, together, shall constitute but one and the same
instrument.
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City s Stanaara Agreement - May 2008 revision
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.
I. Entire Agreement. This Agreement supersedes any prior agreements,
negotiations and communications, oral or written, and contains the entire agreement between the
parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by
either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall
be of any effect unless it is in writing and executed by the party to be bound thereby.
J. Successors and Assigns. This Agreement shall be binding upon and shall inure to
the benefit of the successors and assigns of the parties hereto.
K. Construction. The parties acknowledge and agree that (i) each party is of equal
bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation
of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its
own, independent counsel and such other professional advisors as such party has deemed appropriate,
relative to any and all matters contemplated under this Agreement, (iv) each party and such party's
counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this
Agreement following such review and the rendering of such advice, and (vi) any rule or construction to
the effect that ambiguities are to be resolved against the drafting party shall not apply in the
interpretation of this Agreement, or any portions hereof, or any amendments hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
and year first above written.
CITY OF N ONAL CITY E2 MANAGETECH, INC.
By:
Ron Morrison, Mayor
APPROVED AS TO FORM:
George H. Eiser, III
Legal Counsel
By:
ulie Moe Reynolds
Chief Fi ancial Officer
Gle'" J. Ma r
Presi -nt
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Cdy's Standard Agreement - May 2008 rev,sion
Exhibit A
Role and Costs for Qualified Environmental Professional
For EPA Revolving Loan Fund Grant
The QFP will serve as a member of the City's RI.F team, coordinating and overseeing
environmental projects and advising the City on regulatory matters. The QEP will assist
the City in determining site eligibility per EPA requirements, review applicant
remediation plans and regulator directives, review public comments on remediation
plans, as applicable, oversee remediation projects from the City's perspective and may, in
some cases, direct remediation projects. The QEP will serve as a valuable expert
consultant to help the City ensure that funded remediation projects arc conducted in
accordance with state and federal environmental standards and improve the
environmental health of the community. The QEP will also assist the City by providing
advice to RI.F staff and loan applicants about cost-effective means of achieving
regulatory closure for hazardous and petroleum contaminated sites.
Please see Exhibit A, continued on next page for the schedule of rates.
SCHEDULE OF FEES AND CHARGES
ManageTech
Personelt 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
Clerk'
Technical Assistant/Word Processor'
Technician'
Drafter/Illustrator
Technical Editor'
Senior Drafter/Illustrator
Senior Technician`
Lab/Field Supervisor'
Assistant Staff Professional
Staff Professional
Senior Staff Professional
Assistant Project Professional
Project Professional
Senior Project Professional
Consulting Professional
Senior Consulting Professional
PrincipaVSenior Principal
SOLUTIONS
Hourly Rate
$ 50.00
$ 70.00
$ 80.00
$ 80.00
$ 80.00
$ 80.00
$ 90.00
$ 90.00
$ 80.00
$ 90.00
$ 100.00
$ 110.00
$ 120.00
$ 130.00
$ 140.00
$ 150.00
$ 160.00
Charges for contract personnel under E2 ManageTech, Inc.
supervision and using E2 ManageTech, Inc. 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
hourty 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, Inc. 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, Inc. 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 $40.00 per hour.
Document Reproduction
In-house reproduction will be charged at $.20 a page for black &
white and $1.15 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 IRS rate per mile.
Payment
E2 ManageTech, Inc. shall submit progress invoices to Client
showing the services performed during the invoice period and the
charges. 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,
Inc. 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 thls contract or proposal.
E2 ManageTech, Inc.
Company Confidential 10/13/2009
ACORD CERTIFICATE OF LIABILITY
INSURANCE OPID Jl
ESSENT2
DATE(MMpD/YYYY)
06/05/09
EXTEND OR
BELOW.
PRODUCER
Wateridge Insurance Services
10717 Sorrento Valley Rd.
San Diego CA 92121
Phone: B58-452-2200 Fax: 856-452-6004
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND,
ALTER THE COVERAGE AFFORDED BY THE POLICIES
INSURERS AFFORDING COVERAGE
NAIC#
INSURED
E2 ManaggeTech, Inc
5000 E Spring St. 4720
Long Beach CA 9081
INSURER A: Hudson Insurance Company
'mamas
INSURER C.
INSURER D.
INSURER E:
COVERAGES
THE POLICES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERROR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN. TIIL INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALI. THE TERMS. LXCLUS:ONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE EEEN REDUCED BY PAID CLAIMS.
I.TR
NSR
TYPE OF INSURANCE
POLICY NUMBER
POL[FVEFFECT E
DATE (MMIDD/YY))
P0LICYEXPIRAT1
DATE (MWODfYY)
LIMITS
A
X
GENERAL
X
LIABtUTY
COMMERCIAL GENERAL LIAOILTY
ES3 1776-13-09-01
06/07/09
05/07/10
EACH OCCURRENCE
11,000,000
PRpSEs(EeOccwence;
$50,000
I CLAIMS MATE X J OCCUR
MED EXP (Any one person)
3 5, 000
PERSONAL A ABV INJURY
$ 1,000 000
GENERAL AGGREGATE
#2,000L000
GEN'L
AGGREGATE APPLIES PER:
PRODUCTS -COMP/OP AGO
$ 2,000,000
�LIMIT
POLICY Ir l JEC I 1 LOC
A
AUTOMOBILE
LIABILITY
ANY AUTO
ALL OW NEO AUTO
SCHEDULED AUTOS
HIRED AUTOS
NON-0WNCD AUTOS
ESB 1776-13-09-01
06/07/09
06/07/10
COM8INEDSINOLELIMIT
(Ea aCINE0
$1,000,000
BODILY INJURY
(Per person)
X
OOWLY INJURY
(Pet =NCeal)
3
X
PROPERTY DAMAGE
(Par mordent)
3
GARAGE
UABB.ITY
ANY AUTO
AUTO ONLY -EA ACCIDENT
$
—1
OTHER THAN FA ACC
3
AUTO ONLY: AGO
$
A
EXCESS/UMBRELLA
X
LLABLITY
OCCUR 71 CLAIMS MADE
DEDUCTIBLE
RETENTION $
ESB 1777-20-09-01
06/07/09
06/07/10
EACH OCCURRENCE
84,000,000
AGGREGATE
14,000,000
3
3
3
WORKERS COMPENSATION AND
EMPLOYERS' LIABILRT
ANY PROPRIETOR/PARTNERJEXECUT IVE
OFFICER/MEMBER EXCLUDED?
II 'ee, oelalbe unAer
SPECIAL PROVISIONS below
WO STATU- w
LIMITS FJi
EL EACH ACCIDENT
EACH
$
E.L. DISEASE - EA EMPLOYEE
$
E.L. DISEASE - POLICY LIMIT
3
A
A
OTHER
Professional
Pollution
ESB 1776-13-09-01
ESB 1776-13-09-01
06/07/09
06/07/09
06/07/10
06/07/10
Per Claim $1,000,000
Per Cond $1,000,000
OESCRIPT ON OF OPERATIONS / LOCATIONS / VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT 1 SPECIAL PROVISIONS
*EXCEPT 10 DAYS NOTICE OF CANCELLATION FOR NON-PAYMENT OF PREMIUM.
PROFESSIONAL LIAB RETRO ACTIVE DATE: 2/1/09. THE ADDITIONAL INSUREDS ARE
LISTED PER THE ATTACHED "NOTE PAGE" W/RESPECTS TO GENERAL LIABILITY, PER
FEI-0104-319-E, BUT ONLY W/RESPECTS TO LIAR ARISING OUT•OF OPERATIONS OF THE
NAMED INSURED PERFORMED ON BEHALF OF THE CERT HOLDER. PER PROJ AGG APPLIES.
CERTIFICATE HOLDER
CANCELLATION
CITYATT
CITY OF NATIONAL CITY
C/O CITY ATTORNEY$ 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 NAIL 30* DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED 1 O THE LEFT, BUT FAILURE TO D0 SO SHALL
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS 0R
REPRESENTATIVES.
AUTHORIZED EP ENTATIVE
ACORD 26 (2051/08)
ACORD CORPORATION 1988
CITY OF NATIONAL CITY, 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.
1 HUDSON
/ tNsurnANCr
E2 Manage Tech, Inc.
Automatic Additional Insured — Owners, Lessees or Contractors
This cndoisemenl, effective 6/7/2008 Hunches to and forms a pact of Policy Number
FEC7003477. This endorsement changes the Policy. Please read it carcftllly.
FEI-0104-319-E
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABLLrI'Y COVERAGE PART
CONTRACTORS POLLUTION LIABILITY COVERAGE PART
SCHEDULE
Name of Person or Organization:
Any person(s) or organization(a) whom the Named Insured agrees, in a
written contract, to name as an additional insunxi. However, this status
exists only for the project specified in that contact.
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 ongoing operations performed for that insured.
ACORD CERTIFICATE OF LIABILITY INSURANCE GSNLIZU7
DATE (lAWDDIYYYY)
L C/ C7/2009
PRODUCER
LOCKTON COMPANIES, LLC
5847 SAN FELIFE, SUITE 327
HOUSTON, TX 77057
INSURED
ADMTNTSTAFF, INC.
19001 CRESCENT SPRINGS DRIVE
KINGWOCD, TX 77339
• SZE BELIW
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: ACE A-.crirar. ::rruracce Company
INSURER B:
. INSURER C.
INSURER C.
INSURER E.
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID
NAMED ABOVE
WITH RESPECT
IS SUBJECT
CLAIMS.
POLICY EFFECTIVE
DATE )MMIDD.'T'V)
FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
INSR ADD'L
LTR INSRD TYPE OF INSURANCE
POLICY NUMBER
POLICY EXPIRATION LIMITS
DATE (MAMMY)
i GENERAL
Ir-1
LIABILITY
COMMERCIAL GENCRAL LL18 _ITY
EACH OCCURRENCE 5
"IIAFUCGCTO RLNILU
PREMISESEe occure.nce) $
CLAIMS MADE OCCJR
MED EXP (Any we Person) $
—
PERSONAL S ADV INJURY S
GENERAL AGGREGATE 5
GENL
1
AGGREGATE LIWT APPLIES PER.
PRODUCTS - COMP/OP AGG 5
POLICY r-I J,ECOT FLOC
AUTOMOBILE
_
_
—
—
LIABILITY
ANY AUIU
ALL OWNED AUTOS
SCHEDULED AUTOS
HIRED AUTOS
NON -OWNED AUTOS
COMBINED SINGLE LIMIT 5
(Eaacuaelt)
BODILY INJURY
( Pm �zOn) $
BODILY INJURY 5
(Per accioent)
PROPERTY WDAMAGES
(Por eoent)
GARAGE LIABLITY
7 ANY AUTO
AJTO ONLY - EA ACCIDENT 5
EA ACC . S
OTHER THAN
AJTO ONLY. AGG 5
EXCESS/UMBRELLA
F—
LIABILITY
EACH OCCURRENCE S
OCCUR CLAIMS MADE
AGGREGATE 5
DEDUCTIBLE
RETENTION 5
5
5
A WORKERS COMPENSATIONAND
EMPLOYERS' LIABILITY
ANY R E%CLUDE
AOH NY PROPRIETOR/PARTNER/EXECUTIVEIMBE
Syes, CA.LPM PROVISIONS
SPECIAL PROVISIONS br'uw
C46185329
1.0/01/2C09
10/C1/2010 I X WC S7AR1- OTH-
TORYIIMITS ER
E.L. EACH ACCIDENT S 1,000,000
' E.L. DISEASE - EA EMPLOYEE �5 1 , 000, CC0
I E.L. DISEASL-I'OL!CY LIMIT 5 1,000,0CD
OTHER
DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS
* E2 MANAGF..TECH, INC. (2597300) TS COVERED THROUGH BLANKET ALTERNATE EMPLOYERS ENDORSEMENT FOR ALL EMPLOYEES UNDER
CLIENT SERVICE AGREEMENT.
Consulting Services
CERTIFICATE HOLDER
CANCELLATION
City of National City
C/O City Attorneys Of=ice
:243 National City Blvd
National City, CA 91950
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORETHE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAL 10 DAYS WRITTEN NOTICE TO
THE CERTIFICATE HOLDER NAMED TOTHE LEFT, BUT FAILURE TO 00 SO SHALL IMPOSE NO
OBU GATION OR LIABLTTY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
REPRESENTATIVES.
AUTHORIZED REPRESENTATIVE
Page 1 of 1
ACORD 25 (2001/08)
ACORD CORPORATION 1988
RESOLUTION NO. 2009 — 249
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY
AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT BY AND
BETWEEN THE CITY OF NATIONAL CITY AND E-2 MANAGETECH
SOLUTIONS, INC, IN THE NOT -TO -EXCEED AMOUNT OF $30,000
TO SERVE AS A "QUALIFIED ENVIRONMENTAL PROFESSIONAL' FOR
THE CITY'S BROWNFIELD REVOLVING LOAN FUND PROGRAM
FOR A PERIOD OF FIVE YEARS
WHEREAS, the City of National City has been awarded a $1 million grant from
the United States Environmental Protection Agency to establish a Brownfield Revolving Loan
Fund ("RLF") Program for the remediation of eligible properties contaminated with hazardous
materials; and
WHEREAS, terms of the grant require the City to retain a Qualified
Environmental Professional to oversee City RLF-funded remediation projects where regulatory
oversight will be provided by the County or City; and
WHEREAS, in compliance with procurement requirements for the grant, the City
issued a competitive Request for Qualifications for said Qualified Environmental Professional,
including an invitation to minority owned, women -owned, and disadvantaged businesses; and
WHEREAS, E-2 Managetech Solutions, Inc., responded to said Request for
Qualifications and has been determined to be qualified by experience and ability to serve as
Qualified Environmental Professional for the RLF Program for the not -to -exceed amount of
$30,000 for a period of five years.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City
of National City hereby authorizes the Mayor to execute an Agreement by and between
the City of National City and E-2 Managetech Solutions, Inc., in the not -to -exceed
amount of $30,000 for a period of five years to provide services as a "Qualified
Environmental Professional" to oversee remediation projects funded through the City's
Brownfield Revolving Loan Fund Program. Said agreement is on file in the office of the
City Clerk.
ATTEST:
PASSED and ADOPTED this 20th day of October,
Ron Morrison, Mayor
APPROVED AS TO FORM:
gatia
Michael R. Della, City Clerk George H. Eiser, III
City Attorney
Passed and adopted by the Council of the City of National City, California, on October
20, 2009 by the following vote, to -wit:
Ayes: Councilmembers Morrison, Parra, Sotelo-Solis, Van Deventer, Zarate.
Nays: None.
Absent: None.
Abstain: None.
AUTHENTICATED BY: RON MORRISON
Mayor of the City of National City, California
it
City Jerk of the City of National City, California
By:
Deputy
I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of
RESOLUTION NO. 2009-249 of the City of National City, California, passed and
adopted by the Council of said City on October 20, 2009.
City Clerk of the City of National City, Califomia
By:
Deputy
C. 0, c (\-may
City of National City, California
COUNCIL AGENDA STATEMENT
MEETING DATE October 20, 2009
17
AGENDA ITEM NO.
(ITEM TITLE A resolution approving an Agreement with E-2 Managetech Solutions, Inc. to
serve as "Qualified Environmental Professional" for the City's Brownfield Revolving Loan
Fund Program for a period of five years not to exceed $30,000.
PREPARED BY po-
Redevelopment Patricia Beard ext 4255 Manager
DEPARTMENT
Redevelopment Divisio
EXPLANATION The City of National City was awarded a $1 million grant by the US
Environmental Protection Agency ("EPA") in order to establish a Revolving Loan Fund ("RLF")
to assist with eligible remediation projects on properties contaminated by hazardous materials.
As part of the RLF grant requirements from EPA, the City must retain a Qualified
Environmental Professional to provide oversight for remediation projects not overseen by a
state agency.
In compliance with EPA procurement requirements, the City conducted a competitive Request
for Qualifications ("RFQ") process including an invitation to minority, women -owned and
disadvantaged businesses. E-2 Managetech Solutions, Inc, responded to the RFQ and is a
qualified environmental professional firm, which received strong references during staff due
diligence. Staff requests the City Council to consider approving an Agreement for QEP
services for the RLF Program.
Please see the attached Background Report for a thorough explanation.
Environmental Review Not applicable.
Financial Statement The contract is not to exceed $30,000 during the five year period of the
RLF grant and will be paid using federal grant funds.
Account No
STAFF RECOMMENDATION Adopt the resolution.
BOARD / COMMISSION RECOMMENDATION
STRATEGIC GOAL: 2b) Aggressively seek funding from local, state and federal sources
ATTACHMENTS
1. Background Report
2. Proposed Agreement
Resolution No.
OFFICE OF THE CITY CLERK
1243 National City Blvd.
National City, Califomia 91950
Michael R. Dalla, CMC - City Clerk
619-336-4228 phone • 619-336-4229 fax
October 26, 2009
Mr. Daryl Hernandez
E2 ManageTech, Inc.
12396 World Trade Center Drive, Suite 314
San Diego, CA 92128
Dear Mr. Hernandez,
On October 20th, 2009, Resolution No. 2009-249 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 agreement.
Sincerely,
Michael R. Dalla, CMC
City Clerk
Enclosures
cc: Community Development Commission