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HomeMy WebLinkAbout2009 CON Harris & Associates - Engineering Services - Capital Improvement ProjectsAGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND HARRIS & ASSOCIATES THIS AGREEMENT is entered into this 3rd day of November, 2009, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and Harris & Associates, (the CONSULTANT). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide on -call general engineering services, construction inspections and project management services for the City's Capital Improvement projects. WHEREAS, the CITY has determined that the CONSULTANT is a project management firm and is qualified by experience and ability to perform the services desired by the CITY, and the CONSULTANT is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONSULTANT. The CITY hereby agrees to engage the CONSULTANT and the CONSULTANT hereby agrees to perform the services hereinafter set forth in accordance with all terms and conditions contained herein. The CONSULTANT represents that all services required hereunder will be performed directly by the CONSULTANT or under direct supervision of the CONSULTANT. 2. SCOPE OF SERVICES. The CONSULTANT will perform services on an on -call basis. The scope of work will be defined for each project in accords with 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 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 5% from the base amount. 3. PROJECT COORDINATION AND SUPERVISION. Barbara Tipton 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 progress and execution of this Agreement for the CONSULTANT. E. Javier Saunders, PE thereby is designated as the Project Director for the CONSULTANT. `ant�tJ`� 4. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT shall be based on actual work requested and performed, not -to -exceed $100,000.00 200,000.O0. 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 fumishing 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. Work to begin upon receipt of signed agreement from the CITY and terminates on October 6, 2010. 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONSULTANT for this Project, whether paper or electronic, shall become the property of the CITY for use with respect to this Project, and shall be turned over to the CITY upon completion of the Project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONSULTANT hereby assigns to the CITY and CONSULTANT thereby expressly waives and disclaims, any copyright in, and the right to reproduce, all written material, drawings, plans, specifications or other work prepared under this agreement, except upon the CITY's prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONSULTANT shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium or method utilize the CONSULTANT's written work product for the CITY's purposes, and the CONSULTANT expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. 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 2 City's Standard Agreement — June 2008 revision 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 CONSULTANTS 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 CONSULTANTs agents, servants, or employees are in any manner agents, servants or employees of the CITY, it being understood that the CONSULTANT, its agents, servants, and employees are as to the CITY wholly independent CONSULTANTs and that the CONSULTANT's obligations to the CITY are solely such as are prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, in the performance of the services to be provided herein, shall comply with all applicable State and Federal statutes and regulations, and all applicable ordinances, rules and regulations of the City of National City, whether now in force or subsequently enacted. The CONSULTANT, and each of its subCONSULTANTs, shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES, PERMITS. ETC. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONSULTANT represents and covenants that the CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONSULTANT to practice its profession. 12. STANDARD OF CARE. A. The CONSULTANT, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONSULTANT'S trade or profession currently practicing under 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. 3 Citys Standard Agreement —June 2008 revision 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 govemmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONSULTANTs professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONSULTANT to use due diligence under this sub -paragraph will render the CONSULTANT liable to the CITY for any increased costs that result from the CITY's later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONSULTANT shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 13, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONSULTANT, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONSULTANT without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONSULTANT shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. CONSULTANT shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 14. 4 Gty's Standard Agreement —June 2008 revls'wn 15. INDEMNIFICATION AND HOLD HARMLESS. The CONSULTANT agrees to defend, indemnify, and hold harmless the City of National City, its officers and employees, against and from any and all liability, 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 Govemment 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 attomey's fees and defense costs presented, brought or recovered against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the CONSULTANT under this Agreement. 17. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONSULTANTS, when applicable, to purchase and maintain throughout the term of this agreement, the following insurance policies: ® A. If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("any auto"). C. Commercial general liability insurance, with minimum limits of $1,000,000 per occurrence/$2,000,000 aggregate, covering all bodily injury and property damage arising out of its operations under this Agreement. D. Workers' compensation insurance in an amount sufficient to meet statutory requirements covering all of CONSULTANT'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the City. Said endorsement shall be provided prior to commencement of work under this Agreement. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any 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. I. Insurance shall be written with only Califomia admitted companies which hold a current policy holder's alphabetic and financial size category rating of not less than A VIII 5 City's Standard Agreement — June 2008 revision according to the current Best's Key Rating Guide, or a company equal financial stability that is approved by the City's Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. J. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY's Risk Manager. If the CONSULTANT does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. K. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. 18. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of - court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attomey'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, Califomia, in accordance with the Commercial Mediation Rules of the American Arbitration Association (the "AAA") before resorting to arbitration. The costs of mediation shall be bome 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 attomeys' 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. 6 Citys Standard Agreement - June 2008 revisan 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, retum 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 ovemight 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 Califomia) 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 CITY: To CONSULTANT: City of National City Maryam Babaki, Director of Development Services 1243 National City Blvd National City, CA 91950 Harris & Associates Attn: E. Javier Saunders, PE 750 B Street, Suite 1800 San Diego, CA 92101 Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. Any notice, request, demand, direction or other communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty- eight (48) hours by letter mailed or delivered as specified in this Section. 22. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONSULTANT shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the City of National City. The CONSULTANT also agrees not to specify any product, treatment, 7 Ctty's Standard Agreement — June 2008 revision 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 Govemment Code Section 87103. The CONSULTANT represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. ❑ If checked, the CONSULTANT shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONSULTANT shall file a Statement of Economic Interests with the City Clerk of the City of National City in a timely manner on forms which the CONSULTANT shall obtain from the City Clerk. The CONSULTANT shall be strictly liable to the CITY for all damages, costs or expenses the CITY may suffer by virtue of any violation of this Paragraph 21 by the CONSULTANT. 23. MISCELLANEOUS PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. H. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. J. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. 8 City's Standard Agreement — June 2008 revision 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 NATIONAL CITY By: Ron Morrison, Mayor APPROVED AS TO FORM: George H. Eiser, III City Attorney HARRIS & ASSO • ATES (Corporation — signa : of o corporate officers) (Partnership — one (Sole proprietor Ip or 'signature) • (Print) (Title) (Nam \ C� (LAC r) 9 (Print) - .Ltr5 (Title) City's Standard Agreement - June 2008 rev,sicn IU SCOPE OF SERVICES Harris & Associates,. Shaping tt:e Future, One Project The following is an outline of the general Scope of Services: General Requirements • Each request/project may vary in scope and magnitude. The City is not obligated to contract all services with the successful firm. • Request of services will be made on a project -by -project basis. The successful firm shall be capable of providing a proposed fee, detailed Scope of Work. and schedule within seventy- two (72) hours after receipt of the City's request for services. The proposal will be prepared on the basis of the standard schedule of fees in the agreement. • All engineering services provided will be accomplished according to the Project Drawings and Specifications, which may include San Diego Area Regional Standard Drawings, Standard Specifications for Public Works Construction, and Caltrans Standard Specifications and Drawings, etc., governing a particular project, and in accordance with Subdivision Map Act, Land Surveyors Act, and all other codes and practices applicable to the profession of surveying. • All reports and pertinent data obtained under the agreement between the City and the successful firm will be the property of the City and may not be used or reproduced in any form without the explicit written permission of the City. • The successful firm will certify a properly executed affidavit that we will not perform any work for the City that could lead to a conflict of interest. The successful firm will notify the City of any possible conflicts of interest prior to performing any work requested by the City. A conflict of interest may include, but will not limited to, having financial interest in any projects where services are requested, or consulting or performing work for the developers, investors, engineers, contractors, or material suppliers of projects where services are requested. The City has the option to rescind and void the contract in the event that the successful firm fails to properly notify the City of a possible conflict of interest. • The services will be provided efficiently and in timely fashion. All services will be performed on the basis of a standard schedule of fees attached. Payment will be made based upon itemized billing submitted in accordance with this agreement and after submittal of acceptable formal reports, designs, studies, or cut sheets. Billings will be submitted with, and make reference to, each individual project, itemized as to unit cost and total billed. Project name, specification number, start date, and the name of the person that requested the service would be identified on each bill. The City will provide a preferred standard format for invoicing. Invoices that are not complete as required by this section will be returned unpaid. Fee shall include all necessary resources including labor, equipment, material, and transportation required to provide these services. • Should either party fail to uphold the contract in any part and the situation not be resolved by negotiation, the contract may he voided by written action of either party. Pre -design Phase The successful firm shall provide any or all of the following personnel: • Provide Management Analyst staff for projects. Exhibit A 7.`.0 B Stree-, Suite 18;?C San Diego, CA 921K:-8169 619.236-177e mitasuirA Harris & Associates. Shaping the FaCure, One Project o Minimum services will consist of financial planning including but not limited to budgeting, account reconciliation, grant reporting, project tracking and certified payroll review. • Provide engineering surveyors. • Provide engineering/architecture (includes all disciplines) design staff. • Provide project/construction management staff. • Provide engineering field inspection staff. The following are the minimum required tasks/services that are expected from the above listed personnel. Schematic Design Phase • Prepare as -built drawings of existing conditions. • Prepare schematic design drawings for the proposed improvements. • Review existing utility facility drawings and locate/relocate accordingly. • Develop preliminary construction cost estimate for the planned improvements. • Attend meetings with the City and other parties to discuss program and review schematic design concepts. Field Engineering Survey Phase The field surveying services include the following: • Boundary Survey • Topographic Survey • Site Planning Survey • Subdivision Survey • Control Survey • Construction Survey • Court Exhibit Survey Construction Documents Phase • Prepare drawings and specifications suitable for bidding to clearly delineate the Contractor's scope of work, including required detailed engineering design. • Submit plans to City of National City Departments for plan check, and perform all required revisions to construction documents based on other Department's plan check comments. • Meet with City of National City and other stakeholders as required, to review final design and construction documents. • Develop detailed cost estimates for construction, including each component of the work. Exhibit A -'50 6 Street, Suite 1600 San Diego, CA 92101-6:69 6i9.2 6-116 f_619.23i,.1'79 www.hprris-assoc'_c,)r1 ,elmeau! Harris & Associates,. Shaping the Future, One Project • Provide landscape and irrigation, and necessary civil/structural engineering design services as needed. It may include site surveying, mapping, geotechnical investigations, environmental documents process, structural calculations, etc. • Conduct community meetings/public outreach. • Comply with the Standard Specifications for Public Works Construction, Uniform Building Code, Local, State and Federal standards governing the projects and all other codes and practices applicable to the various disciplines involved in the project. • Provide project coordination with the City and other involved agencies, affected utilities, and community groups. The successful tirm's Project Managers shall be familiar with the State requirements in processing of the federally funded project documents. • Coordinate with the Local, County, State, and Federal agencies to prepare the necessary technical reports, and obtain clearance for potential environmental/other impacts for construction authorization. Ridding Phase • Provide final original drawings and specifications for use in bid packages and assistance with bidding process as needed. The City of National City will advertise, assemble and distribute bid packages. • Interpret and clarify contract documents for contractors, and assist in issuing addenda as required. • Attend the pre-hid/walkthrough meetings at the site with all interested contractors. • Participate in bid opening, review contractor's detailed cost breakdown, and assist the City of National City in evaluation of the bids. Construction Administration Phase Construction contract administration services shall be based on project duration during the construction period, from Authorization to Proceed through Punch list Inspection. The following services will be provided: • Attend Pre -Construction conference. Hold as -needed site visits with the Contractor, Coordination Meetings to prepare agendas. • Coordinate with the Contractor regarding permitting requirements, long lead item purchasing recommendations, implementation of the City specifications, and community relations. • Hold weekly or Bi-weekly meetings and prepare agendas, meeting minutes, and chair all weekly progress and coordination meetings required by the specifications and as needed during the project. • Review and approve or take other appropriate action upon Contractor's submittals and shop drawings as required by contract documents. • Interpret contract documents (including all sub -consultant disciplines) for proper execution and progress of construction, including responding to contractor's requests for information and clarifications. Log and facilitate all Contractor Requests for Information (RFI), coordinating with National City staff and Designer assuring that RFIs are responded to expeditiously. Exhibit A 70 P Street, Suite :800 San Dicgo, CA 92101-8169 619.236 t-6'9.236.'1-9 www.ha-r-s-assrc.co¢` IU Harris & Associates,. Shaping the Future, One Project • Make at least one scheduled site visit every week during the course of construction to observe the project, and prepare site visit report. Site visit shall include meeting with contractor and City representative to review progress of construction, review pending RFI and Change Order information, and observe the construction to verify work is proceeding in accordance with constniction documents. • Assist in reviewing and processing contractor's progress payment requests, and certifying the amount due to the Contractor. • Revise Contract Documents resulting from City requested changes to documents previously approved by the City, or due to code or zoning changes made subsequent to City approval. • Provide services required because of significant changes in the project (not due to the design team's acts or omissions) including, but not limited to, size, quality, complexity, schedule, or the method for bidding and contracting for construction. • Assist in Design Revisions and Project Change Orders Review, negotiate and make recommendations on Contractor- and Owner -generated construction contract change orders; address contract revisions, design changes, unanticipated field conditions, additional work requests, etc. Once reviewed, make recommendations to National City for review prior to responding to the Contractor. • Prepare contract revisions, if required, during construction to resolve problems due to unanticipated field conditions or other field changes. Coordinate revisions with Designer. Consult with and advise, National City on contract revision -related issues. These contract revisions may or may not result in contract change orders. • Provide scheduling services for periodic review, analysis and tracking of the Contractor's construction schedule. • Provide construction cost accounting services during the construction phase, including such tasks as progress payment review, cost accounting, budget tracking, general correspondence with National City., etc. • Facilitate any required materials testing required by the contract and shall coordinate and review lab, shop and manufacturers test reports, results of field materials testing, etc. Project Closeout • Make site visits to perform Punch list Inspection, and one additional visit to perform Final Inspection. Punch list Inspection will include a detailed listing of all items remaining to be completed by the Contractor. Final Inspection will certify that all work has been completed in accordance with construction documents. • Assist National City staff with project closeout, including final acceptance, claims negotiations, preparation of Notices of Completion, and making recommendations for final payment and release of retention or securities to the Contractor. The On -call services shall be provided a period of 1 year from date of signed agreement. Each project will vary in hours needed per week and will be defined in the scope of work proposal request. The City shall have the right to interview and approve individuals selected to provide services to the City. Exhibit A .i5O B SL_CCI, S.1Le 1800 San Diegp, CA 92101-8169 619.236--1775 `.619.236 '179 www.ha,r's-==scr_cca -- CALIFORNIA — NATIONAL CJTy wcor poaATEo On -Call Professional Engineering Financing, Surveying, Design, Project/ Construction Management and Inspection Services Schedule of Fees Construction/Program Management Project Director $200 - 220 Scnior Construction Managers $170 - 195 Project Managers $150 - 170 Construction Managers $130 - 185 Resident Engineers $125 - 170 Construction Engineers $100 - 155 Scheduling Engineers $110 - 140 Cost Engineers $110 - 140 Inspectors $110 - 130 'technicians $80 - 100 Administration $65 - 90 Engineering Design and Public Works Services Project Directors $200 - 220 Senior Project Managers $180 - 195 Project Managers $150 - 175 Project Engineers $125 - 160 Design Engineers $85 - 120 Technical Support $60 - 95 Administration $60 - 85 Notes: 1. These individuals include professionals and support personnel who might work on Harris projects. Support personnel include technicians and administrative staff. 2. Rates are subject to adjustment due to promotions during the effective period of this schedule. A new rare schedule will become effective January 1, 2011, and every subsequent year thereafter, and all rates will he increased 3.5% annually. 3. Unless otherwise indicated in the agreement, hourly ratcs include most direct costs such as vehicle usage and mileage, equipment usage (including computer and telephone), and printing and copying (except large quantities such as consrntction documents of bidding purposes). 4. Billing rates for independent contractors and hourly employees are determined on a case -by -case basis. 5. All sub consultant services are subject to a 10% markup. 6. Prevailing wages - wages for inspection subject to California Labor Code Section 1772. Overtime charged for time over eight (8) hours in a 24-hour period subject to prevailing wage requirements and will be charged 1.5 times the hourly rate. Harris & Associates. ACOR CERTIFICATE OF LIABILITY INSURANCE DATE(11M/OO/YR 09/24/09 ,,. PRDDucER 0757776 1-800-877-4560 Hub International of California Insurance Services 400 Taylor Blvd. *300 Pleasant Hill, CA 94523 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 INSURED Harris & Associates Inc. Attn. Susan Mandilag 120 Mason Circle Concord, CA 94520 INSURER A: OneBeacon America Insurance Co. INSURERS:Hartford Fire Insurance Company INSURERC:Insurance Company of State of PA INSURERD:Travelers Property Casualty Co of Amer. INSURERE:Continental Casualty Co. COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID NAMED ABOVE DOCUMENT WITH IS SUBJECT CLAIMS. POLICY EFFECTIVE DATE IMMIDDIYYI FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH INSR TYPE OF INSURANCE POLICY NUMBER TR POLICY EXPIRATION Lawn BATE MMIRAIYYI A GENERALLIABILTTY 2180096900003 08/01/09 08/01/10 EACH OCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY FIRE DAMAGE (Ary one Ere) $1,000,000 CLAIMS MADE % . OCCUR MED EXP (Any one person) $ 10, 000 E •X •C• •II• PERSONAL S ADV INJURY S1,000,000 Z Sev. of Interest GENERAL AGGREGATE $ 2.00 0, 000 GEM_ —1 AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG S 2 • 000, 000 POLICY Y . JFPRa ) LOC B AUTOMOBILE LIABILITY 57II8NUL6878 08/01/09 08/01/10 COMBINED LIMIT $1,000,000 E ANY AUTO (Ea ALL OWNED AUTOS BODILY INJURY SCHEDULED AI ITOS (Per person) X HIRED AUTOS BODILY INJURY 1 NON -OWNED AUTOS (Per accident) S PROPERTY DAMAGE - (Per acoden;) GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ ANY AUTO OTHEHIUAN ACC $ .-LA AUTO ONLY: AUG $ C EXCESS LIABILITY B819210578 08/01/09 08/01/10 EACH OCCURRENCE is 1,000,000 X OCCUR L j CLAIMS MADE. AGGREGATE $ 1, 000, 000 Pol. #AR6460401: s.$ DEDUCTIBLE Bach Occurrence 1 $ 10, 000, 000 RETENTION S Aggregate 1 $ 10, 000, 000 D WORKERS COMPENSATION AND PStIB8166N36A09 08/01/09 08/01/10 E WCSTATU- 1 OTH TORY LIMITS . ER EMPLOYERS' LIABILITY r 1, 000, 000 El. EACH ACCIDENT r $ EI. DISEASE - EAEMPLOYEE _ $ 1,000,000 LL. DISEASE - POLICY LIMIT i $ 1, 000, 000 OTHER B Professional Liability AEA113822501 08/01/09 08/01/10 5,000,000/claim; s10,000,000Ag Aggregate s10,000,000 Dad. each claim $150,000 DESCRIPTION OF OPERATIONS/LOCATIO NSNEHICLESIEXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS • Excess Liab Pol OAR6460401, Colony National Insurance Co., Effective 08/01/09-10. General & Auto Liability Additional Insured status granted, if required by written contract/agreement, per attached forma ASC0010 0198 & HA9913 0187. On -Call General Engineering Services, Construction Inspections and Project Management Services for City's Capital Improvement Projects (E&A *092-0474) CERTIFICATE HOLDER ADDITIONAL INSURED; INSURER LETTER: CANCELLATION Tan Day Notice for Non -Payment of Premium 092-0474 Maryam Babaki City of National City 1243 National City Blvd. National City, CA 91950-4397 USA SHOULD ANY OF TIE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL 6W16SXVMAL 30 DAYS WRITTEN NOTICE TO THE CERTIRCATE HOLDER NAMED TO THE LEFT, donnuantranexameux AUTHORIZED REPRESENTATIVE ACORD 25-S (7/97) hkunz 13104846 ACORD CORPORATION 1988 Certificate Delivery by CertficatesNow-www.ConfirmNetcom - 877.669.8600 POLICY #: 7180096900003 EFFECTIVE: 8/1/2009 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY ADDITIONAL INSURED This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART and GL CONTRACTORS EXTENDER FORM VCG 206 02 05 a. COMMERCIAL GENERAL LTABILITY COVERAGE FROM CG 00 01 12 04 is amended by the following wording. b. GL CONTRACTORS EXTENDER paragraph 1. ADDITIONAL INSURED — REQUIRED IN CONTRACT, AGREEMENT OR PERMIT is deleted and replaced by the following wording. I. WHO IS AN INSURED — (Section II) is amended to include as an additional insured any person or organization you are required to add as an additional insured under this policy in a written contract or written agreement in effect during this policy period and signed and executed by you prior to the loss for which coverage is sought. The person or organization does not qualify as an additional insured with respect to the independent acts or omissions of such person or organization. The person or organization is only an additional insured with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused by "your work" performed under the written contract or written agreement. 2. The insurance provided to the additional insured is limited as follows: a) This endorsement shall not increase the limits stated in Section III — LIMITS OF INSURANCE. h) The insurance provided to the additional insured does not apply to "bodily injury", "property damage", or "personal and advertising injury" arising out of an architect's, engineer's or surveyor's rendering of or failure to render any professional services including: I. The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, or drawings and specifications: and II. Supervisory or inspection activities performed as part ot'any related architectural or engineering activities. c) This insurance does not apply to "bodily injury: or "property damage" caused by "your work" included in the "products -completed operations hazard" unless you are required to provide such coverage for the additional insured by a written contract or written agreement in effect during this policy period and signed and executed by you prior to the loss for which coverage is sought. 3. Subpart (I)(a) of the Pollution exclusion (Section I — Coverages, part 2. f. of the Commercial General Liability Coverage form) does not apply to you if the `bodily injury" or "property damage" arises out of "your work" performed on premises which are owned or rented by the additional insured at the time "your work" is performed. 4. Any coverage provided by this endorsement to an additional insured shall be excess over any other valid and collectible insurance available to the additional insured whether primary, excess, contingent or on any other basis unless a written contract or written agreement in effect during this policy period and signed and executed by you prior to the loss for which coverage is sought specifically requires that this insurance apply on a primary or non- contributory basis. 5. As a condition of coverage, each additional insured must: a) Give us prompt written notice of any "occurrence" or offense which may result in a claim and prompt written notice of "suit". b) Immediately forward all legal papers to us, cooperate in the defense of any actions, and otherwise comply with policy conditions. ASC 00 10 01 98 Page 1 of 1 Excerpts from: OneBeacon Form VCG 206 02 05 @VANTAGE FOR GENERAL LIABILITY - CONTRACTORS COMMERCIAL GENERAL LIABILITY COVERAGE FORM Policy Number. 7180096900003 Insurer: OneBeacon America Insurance Co. Policy Period: August 1, 2009 to August 1, 2010 5. BLANKET WAIVER OF SUBROGATION Section IV - Transfer of Rights of Recovery Against Others to Us Condition is amended to add the following: We will waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations done under a written contract or agreement with that person or organization and included in "your work" or the "products -completed operations hazard". This waiver applies only to persons or organizations with whom you have a written contract, executed prior to the "bodily injury" or "property damage", that requires you to waive your rights of recovery. Page 1 of 1 Fir • • POLICY NUMBER: 57UENUL6878 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED AND RIGHTS OF RECOVERY AGAINST OTHERS . _ This endorsement modifies Insurance provided under the following: BUSINESS AUTO COVERAGE FORM A. My person or organization whom you are required by contract to name as additional insured is an "insured" for LIABILITY COVERAGE but oily to the extent that person or organization qualifies as an "insured" under the WHO IS AN INSURED provision of Section II - LIABILITY COVERAGE. B. For any person or organization for whom you are required by contract to provide a waiver of subrogation, the Loss Condition - TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US is applicable. Form HA 99 13 01 87 Printed in U.S.A. Excerpts from: Form CA0001 1001 BUSINESS AUTO COVERAGE FORM Policy Number: 57UENUL6878 Insurer: Hartford Fire Insurance Company Policy Period: August 1, 2009 to August 1, 2010 5. Other Insurance a. For any covered "auto" you own, this Coverage Form provides primary insurance. For any covered 'auto" you don't own, the insurance provided by this Coverage Form is excess over any other collectible insurance. However, while a covered "auto` which is a "trailer" is connected to another vehicle, the Liability Coverage this Coverage Form provides for the "trailer" is: (1) Excess while it is connected to a motor vehicle you do not own. (2) Primary while it is connected to a covered "auto" you own. b. For Hired Auto Physical Damage Coverage, any covered "auto" you lease, hire, rent or borrow is deemed to be a covered 'auto" you own. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". c. Regardless of the provision of Paragraph a. above, this Coverage Form's Liability Coverage is primary for any liability assumed under an "insured contract". d. When this Coverage Form and any other Coverage Form or policy covers on the same basis, either excess or primary, we will pay only our share. Our share is the proportion that the Limit of Insurance of our Coverage Form bears to the total of the limits of all the Coverage Forms and policies covering on the same basis. Page 1 of 1 TRAVELERSJ WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76 (00) — 001 POLICY NUMBER: (Psue smeN36 A -oil) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA (BLANKET WAIVER) 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. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described In the Schedule. The additional premium for this endorsement shall be 2 . % of the California workers' compensation pre- mlum otherwise due on such remuneration. Schedule Person or Organization Job Description ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS COMPLETED A WRITTEN AGREEMENT TO PROVIDE THIS WAIVER . DATE OF ISSUE: 08-03-09 ST ASSIGN: RESOLUTION NO. 2009 — 264 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH HARRIS & ASSOCIATES FOR THE NOT -TO -EXCEED AMOUNT OF$100,000 FOR A ONE-YEAR PERIOD TO PROVIDE ON -CALL PROFESSIONAL ENGINEERING, FINANCING, SURVEYING, PROJECT/CONSTRUCTION MANAGEMENT, AND INSPECTION SERVICES FOR VARIOUS CAPITAL IMPROVEMENT PROJECTS WHEREAS, the City desires to employ a consultant to provide on -call professional engineering, financing, surveying, project/construction management, and inspection services for the City's Capital Improvement Projects for a period of one year; and WHEREAS, the City has determined that Hams & Associates is a project management firm, and is qualified by experience and ability to perform the services desired by the City, and Harris & Associates is willing to perform such services for the not -to -exceed amount of $100,000 for a period of one year. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the Mayor to execute an Agreement with Harris & Associates in the not -to - exceed amount of $100,000 for a one year period to proved on -call professional engineering, financing, surveying, project/construction management, and inspection services for various Capital Improvement projects. Said Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 3rd day of Novemr, 2009. Ron Morrison, Mayor ATTEST: /1 Michael R. Dalla, City Clerk APPROVED AS TO FORM: /] George H. Eiser, III City Attorney Passed and adopted by the Council of the City of National City, California, on November 3, 2009 by the following vote, to -wit: Ayes: Councilmembers Morrison, Parra, Van Deventer, Zarate. Nays: None. Absent: Councilmember Sotelo-Solis. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California y City Jerk of the City f National City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2009-264 of the City of National City, California, passed and adopted by the Council of said City on November 3, 2009. City Clerk of the City of National City, California By: Deputy c,aooG1• City of National City, California COUNCIL AGENDA STATEMENT .AEETING DATE November 3, 2009 AGENDA ITEM NO. 4 ITEM TITLE Resolution of the City Council of National City approving a contract agreement between the City and Harris & Associates for the Not -to -Exceed amount of $100,000 for a one year period to provide on -call professional engineering, financing, surveying, project/construction management and inspection services for various Capital Improvement Projects and authorizing the Mayor to execute the agreement (Various Capital Improvement Project funds) PREPARED BY Barby Tipton DEPARTMENT Development Services EXT. 4583 Engineering Division EXPLANATION See attached explanation. Environmental Review X N/A MIS Approval Financial Statement Approved By: Fi nce Director There is no financial impact at this time. As needed, any and or all CIP account nu ers will be used to fund this agreement, at which time a supplement to the agreement will be processed showing the actual amount and account number to be charged. Account No J STAFF RECOMMENDATION Adopt the Resoluti BOARD / COMMISSI • N RECO ME ATION N/A ATTACHMENTS (Listed Below) 1. Resolution 2. Contract Agreement ra Resolution No. 00 a y chains A-200 (Rev 7/03) C I Fi 4 .. INCORPORATED November 12, 2009 Mr. Javier Saunders Harris & Associates 750 B Street, Suite 1800 San Diego, CA 92101 Dear Mr. Saunders, OFFICE OF THE CITY CLERK 1243 National City Blvd. National City, California 91950 Michael R. Dalla, CMC - City Clerk 619-336-4228 phone • 619-336-4229 fax On November 3rd, 2009, Resolution No. 2009-264 was the City Council of the City of National City, authorizing with Harris & Associates. We are enclosing for your records a certified copy of the fully executed original Agreement. Sincerely, Michael R. Dalla,'CMC City Clerk Enclosures cc: Engineering Dept. passed and adopted by execution of Agreement above Resolution and a