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HomeMy WebLinkAbout2011 CON CDC E2 ManageTech - Westside Infill Transit Oriented Development (WI-TOD)AGREEMENT BY AND BETWEEN THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY AND E2 MANAGETECH, INC. THIS AGREEMENT is entered into this IJdday of March, 2011, by and between the COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY, a community development commission (the "CDC"), and E2 MANAGETECH, INC., an environmental engineering firm (the "CONSULTANT"). RECITALS WHEREAS, the CDC desires to employ a CONSULTANT to provide environmental engineering services to prepare a Property Mitigation Plan to prepare for development of the Westside Infill Transit Oriented Development. WHEREAS, the CDC has determined that the CONSULTANT is a qualified environmental engineering firm originally selected through a competitive Request for Qualifications process which has studied the site extensively and is uniquely qualified by experience and ability to perform the services desired by the CDC, and the CONSULTANT is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONTRACTOR/CONSULTANT (CHOOSE ONE1. The CDC hereby agrees to engage the CONSULTANT and the CONSULTANT hereby agrees to perform the services hereinafter set forth in accordance with all terms and conditions contained herein. The CONSULTANT represents that all services required hereunder will be performed directly by the CONSULTANT or under direct supervision of the CONSULTANT. 2. SCOPE OF SERVICES. The CONSULTANT will perform services as set forth in the attached Exhibit "A". The CONSULTANT shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CDC for such services, except as authorized in advance by the CDC. The CONSULTANT shall appear at meetings cited in Exhibit "A" to keep staff and City Council advised of the progress on the project. The CDC may unilaterally, or upon request from the CONSULTANT, from time to time reduce or increase the Scope of Services to be performed by the CONSULTANT under this Agreement. Upon doing so, the CDC and the CONSULTANT agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services, not to exceed a factor of 10% from the base amount. 3. PROJECT COORDINATION AND SUPERVISION. Patricia Beard hereby is designated as the Project Coordinator for the CDC and will monitor the progress and execution of this Agreement. The CONSULTANT shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONSULTANT. Daryl Hernandez thereby is designated as the Project Director for the CONSULTANT. 4. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT shall be based on monthly billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work described in Exhibit " A"shall not exceed $7,670 (the Base amount) without prior written authorization from the Executive Director. Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibit "A" as determined by the CDC. The CONSULTANT shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CDC and for furnishing of copies to the CDC, if requested. 5. ACCEPTABILITY OF WORK. The CDC shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement and the amount of compensation due. In the event the CONSULTANT and the CDC cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT in this Agreement, the CDC or the CONSULTANT shall give to the other written notice. Within ten (10) business days, the CONSULTANT and the CDC shall each prepare a report which supports their position and file the same with the other party. The CDC shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT. 6. LENGTH OF AGREEMENT. This agreement shall remain in effect until June 30, 2012. 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONSULTANT for this Project, whether paper or electronic, shall become the property of the CDC for use with respect to this Project, and shall be turned over to the CDC upon completion of the Project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONSULTANT hereby assigns to the CDCandCONSULTANT thereby expressly waives and disclaims, any copyright in, and the right to reproduce, all written material, drawings, plans, specifications or other work prepared under this agreement, except upon the CDC's prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONSULTANT shall, upon request of the CDC, execute any further document(s) necessary to further effectuate this waiver and disclaimer. The CONSULTANT agrees that the CDC may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium or method utilize the CONSULTANT's written work product for the CDC's purposes, and the CONSULTANT expressly waives and CDC's Standard Agreement — June 2008 revision 2 CDC and E2 Managetech Solutions disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CDC of documents, drawings or specifications prepared by the CONSULTANT shall relieve the CONSULTANT from liability under Section 14 but only with respect to the effect of the modification or reuse by the CDC, or for any liability to the CDC should the documents be used by the CDC for some project other than what was expressly agreed upon within the Scope of this project, unless otherwise mutually agreed. 8. INDEPENDENT CONSULTANT. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners or joint venturers with one another. Neither the CONSULTANT nor the CONSULTANT'S employees are employee of the CDC and are not entitled to any of the rights, benefits, or privileges of the CDC's employees, including but not limited to retirement, medical, unemployment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONSULTANT and the CONSULTANT's employees, and it is recognized by the parties that a substantial inducement to the CDC for entering into this Agreement was, and is, the professional reputation and competence of the CONSULTANT and its employees. Neither this Agreement nor any interest herein may be assigned by the CONSULTANT without the prior written consent of the CDC. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or subCONTRACTOR/CONSULTANTs (choice left intentionally), as the CONSULTANT may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONSULTANT with its subCONTRACTOR/CONSULTANT(s) shall require the subCONTRACTOR/CONSULTANT to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CDC nor its officers, agents or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANT's employees except as herein set forth, and the CONSULTANT expressly agrees not to represent that the CONSULTANTor the CONSULTANT's agents, servants, or employees are in any manner agents, servants or employees of the CDC, it being understood that the CONSULTANT, its agents, servants, and employees are as to the CDC wholly independent CONSULTANTs and that the CONSULTANT's obligations to the CDC are solely such as are prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT,in the performance of the services to be provided herein, shall comply with all applicable State and Federal statutes and regulations, and all applicable ordinances, rules and regulations of the City of National City, whether now in force or subsequently enacted. The CONSULTANT, and each of its subcontractor/CONSULTANTs, 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. CDC's Standard Agreement — June 2008revision 3 CDC and E2 Managetech Solutions 12. STANDARD OF CARE. A. The CONSULTANT, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONSULTANT'S trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT'S employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this agreement, the CONSULTANT warrants to the CDC that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONSULTANT's professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT has been retained to perform, within the time requirements of the CDC, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONSULTANT has notified the CDC otherwise, the CONSULTANT warrants that all products, materials, processes or treatments identified in the project documents prepared for the CDC are reasonably commercially available. Any failure by the CONSULTANT to use due diligence under this sub -paragraph will render the CONSULTANT liable to the CDC for any increased costs that result from the CDC's later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientaton, marital status, national origin, physical handicap, or medical condition.The CONSULTANT will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CDC setting forth the provisions of this non-discrimination clause. 14. CONFIDENTIAL INFORMATION. The CDC may from time to time communicate to the CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CDC. The CONSULTANT shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 13, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONSULTANT, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONSULTANT without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a third party, but only to the extent that the use or disclosure thereof has been or is righffully authorized by that third party. CDC's Standard Agreement — June 2008 revision 4 CDC and E2 Managetech Solutions The CONSULTANT shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CDC. In its performance hereunder, the CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. CONSULTANT shall be liable to CDC for any damages caused by breach of this condition, pursuant to the provisions of Section 14. 15. INDEMNIFICATION AND HOLD HARMLESS. The CONSULTANT agrees to defend, indemnify, and hold harmless the Community Development Commission of the City of National City, its officers and employees, against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONSULTANT's negligent performance of this Agreement. 16. WORKERS' COMPENSATION. The CONSULTANT shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Government Code and all amendments thereto; and all similar state or Federal acts or laws applicable; and shall indemnify, and hold harmless the CDC and its officers, and employees from and against all claims, demands, payments, suits, actions, proceedings and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the CDC or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the CONSULTANT under this Agreement. 17. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its subCONTRACTOR/CONSULTANTs, when applicable, to purchase and maintain throughout the term of this agreement, the following insurance policies: ® A. If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non - owned, and hired vehicles ("any auto"). C. Commercial general liability insurance, with minimum limits of $1,000,000 per occurrence/$2,000,000 aggregate, covering all bodily injury and property damage arising out of its operations under this Agreement. D. Workers' compensation insurance in an amount sufficient to meet statutory requirements covering all of CONSULTANT'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the CDC. Said endorsement shall be provided prior to commencement of work under this Agreement. E. The aforesaid policies shall constitute primary insurance as to the CDC, its officers, employees, and volunteers, so that any other policies held by the CDC shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CDC of cancellation or material change. CDC's Standard Agreement — June 2008 revision 5 CDC and E2 Managetech Solutions F. Said policies, except for the professional liability and workers' compensation policies, shall name the CDC and its officers, agents and employees as additional insureds, and separate additional insured endorsements shall be provided. G. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONSULTANT shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. H. Any aggregate insurance limits must apply solely to this Agreement. Insurance shall be written with only California admitted companies which hold a current policy holder's alphabetic and financial size category rating of not less than A VIII according to the current Best's Key Rating Guide, or a company equal financial stability that is approved by the National City Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. J. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the National City Risk Manager. If the CONSULTANT does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CDC may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. K. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CDC. 18. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of -court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CDC shall, in addition, be limited to the amount of attorney's fees incurred by the CDC in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 19. MEDIATION/ARBITRATION. If a dispute arises out of or relates to this Agreement, or the breach thereof, the parties agree first to try, in good faith, to settle the dispute by mediation in San Diego, California, in accordance with the Commercial Mediation Rules of the American Arbitration Association (the "AAA") before resorting to arbitration. The costs of mediation shall be borne equally by the parties. Any controversy or claim arising out of, or relating to, this Agreement, or breach thereof, which is not resolved by mediation shall be settled by arbitration in San Diego, California, in accordance with the Commercial Arbitration Rules of the AAA then existing. Any award rendered shall be final and conclusive upon the parties, and a judgment thereon may be entered in any court having jurisdiction over the subject matter of the controversy. The expenses of the arbitration shall be borne equally by the parties to the arbitration, provided that each party shall pay for and bear the costs of its own experts, evidence and attorneys' fees, except that the arbitrator may assess such expenses or any part thereof against a specified party as part of the arbitration award. CDC's Standard Agreement — June 2008 revision 6 CDC and E2 Managetech Solutions 20. TERMINATION. A. This Agreement may be terminated with or without cause by the CDC. Termination without cause shall be effective only upon 60-day's written notice to the CONSULTANT. During said 60-day period the CONSULTANT shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CDC for cause in the event of a material breach of this Agreement, misrepresentation by the CONSULTANT in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CDC. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONSULTANT as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONSULTANT, whether paper or electronic, shall immediately become the property of and be delivered to the CDC,and the CONSULTANTshall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CDC by the CONSULTANT's breach, if any. Thereafter, ownership of said written material shall vest in the CDC all rights set forth in Section 6. E. The CDC further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONSULTANT; (2) a reorganization of the CONSULTANT for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONSULTANT. 21. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: To CDC: To CONSULTANT: Patricia Beard Redevelopment Manager Community Development Commission of the City of National City 1243 National City Boulevard National City, CA 91950-4301 Daryl Hernandez, P.E. Principal E2 Managetech Solutions CDC's Standard Agreement — June 2008 revision 7 CDC and E2 Managetech Solutions 5000 East Spring Street, Suite 720 Long Beach CA 90815-5232 Telephone: (562)740-1060 Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. Any notice, request, demand, direction or other communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty-eight (48) hours by letter mailed or delivered as specified in this Section. 22. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONSULTANT shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the CDC. The CONSULTANT also agrees not to specify any product, treatment, process or material for the project in which the CONSULTANT has a material financial interest, either direct or indirect, without first notifying the CDC of that fact. The CONSULTANT shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONSULTANT shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the CDC in which the CONSULTANT has a financial interest as defined in Government Code Section 87103. The CONSULTANT represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CDC. ❑ If checked, the CONSULTANT shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONSULTANT shall file a Statement of Economic Interests with the City Clerk of the City of National City in a timely manner on forms which the CONSULTANT shall obtain from the City Clerk. The CONSULTANT shall be strictly liable to the CDC for all damages, costs or expenses the CDC may suffer by virtue of any violation of this Paragraph 21 by the CONSULTANT. 23. MISCELLANEOUS PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. CDC's Standard Agreement — June 2008 revision 8 CDC and E2 Managetech Solutions 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. 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. --- Signature Page to Follow --- CDC's Standard Agreement — June 2008 revision 9 CDC and E2 Managetech Solutions COMMUNITY DEVELOPMENT COMMISSION E2 MANAGETECH, INC. OF THE CITY OF NATIONAL CITY (Corporation - signatures of two corporate officers) By: ecutive Director APROVED AS TO FO' M: It Ciaj^ : Gaci: Silva CD Genera 1 ounsel By: J . ie Moe ' eynold Chief Financial 0 icer and Pri cipal rnandez �.Vice President and Principal CDC's Standard Agreement —June 2008 revision 10 CDC and E2 Managetech Solutions EXHIBIT "A" ManageTech SOLUTIONS March 3, 2011 Ms. Pat Beard Community Development Commission of National City 1243 National City Boulevard National City, California 91950 VIA EMAIL: pbeard(cLci.national-city.ca.us Subject: Proposal — Property Mitigation Plan National City Public Works Yard 2100 Hoover Avenue National City, California Dear Ms. Beard: As requested, E2 ManageTech, Inc. (E2) is submitting this proposal and cost estimate to prepare a Property Mitigation Plan (PMP) for the National City Public Works Yard Redevelopment Project. In preparation of the PMP, E2 will work closely with Opper and Varco (O&P) to ensure that the document contains necessary information such that the PMP provides an adequate road map for addressing enviornmentally impacted areas associated with the redevelopment project area. The level of effort for developing the PMP is based on the draft outline of the PMP that was submitted to National City and O&P for their review. A copy of the draft outline is also provided as an attachment to this proposal. The purpose of the PMP is to document the current conditions of the project site, identify/descirbe areas that are impacted with chemicals of concern that require mitigation actions, and present a road map for addressing the impacted areas in consideration of the City's redevelopment planns and schedule. To complete the PMP, E2 proposes to complete the following scope of work. SCOPE of WORK Task 1— Project Meetings E2 personnel (Daryl Hernandez) will participate in two (2) project meetings with National City representatives and/or O&P. Up to eight (8) hours will be allocated to prepare, participate, and provide follow-up activities for the project meetings. Task 2 — Draft PMP E2 will prepare the draft PMP in accordance with the proposed outline attached to this proposal. Detailed tables and figures will be included in the PMP to document the enviornmental condtions of the project site and suggested remediation/mitigation actions. Two hard copy and one 5000 East Spring Street, Suite 720, Long Beach, California ♦ (562) 740-1060 • fax (562) 740-1070 www.e2managetech.com Ms. Pat Beard Community Development Commission of National City March 3, 2011 Page 2 of 2 electronic copy versions of the Draft PMP will be provided to National City and O&P for their review and comment. Task 3 - Final PMP Based on the comments received from National City and O&P, E2 will revise the PMP to incprporate all comments. Five copies of the Final PMP and 2 electronic copies will be submitted. SCHEDULE E2 is prepared to initiate efforts immediately upon receiving an authorization to proceed. A draft version of the PMP will be submitted to National City by March 24, 2011. COST ESTIMATE Provided below is the cost for each task. A detailed summary of our cost estimate is provided in Table 1. TASK ACTIVITY ESTIMATED COSTS TASK 1 Meetings $1,320 TASK 2 Draft PMP $4,580 Task 3 Quarterly Reporting $1,770 Total Costs $7,670 If there are any questions, please contact Daryl Hernandez of E2 Manage Tech at (858) 217-5306 or Bill Musser at (562) 275-3638. Very truly yours, E2 ManageTech, Inc. 37;1/ Daryl Hernandez Daryl Hernandez, P.E. Principal William W. Musser William W. Musser, P.E. Principal Draft Property Mitigation Plan Outline National City Public Works Yard National City, California 1.0 Introduction 1.1 Redevelopment History 1.2 Redevelopment Plans 1.2.1 1.2.2 1.2.3 1.2.4 Phase I Phase 11 Phase III Phase IV 1.3 Current Conditions 1.4 Redevelopment Team 1.4.1 National City 1.4.2 Developer 1.4.3 Council 1.4.4 Environmenal Consultant 2.0 Site Identification 2.1 Phase I 2.1.1 Public Works Yard 2.2 Phase II 2.2.1 11le's Property 2.3 Phase III 2.3.1 1.5 Acre Property 2.4 Phase IV 2.4.1 2.1 Acre Property 3.0 Site Assessment History 3.1 Public Works Yard 3.1.1 Underground Storage Tank Area 3.1.2 Preliminary Endangerment Assessment 3.1.3 Supplemental Site Investigation 3.2 tile's Property 3.2.1 Phase I Environmental Site Assessment 3.2.2 Phase II Site Investigation 3.3 1.5 Acre Property 3.3.1 PEA 3.3.2 Focused PEA 3.4 2.1 Acre Property 3.4.1 PEA Draft Property Mitigation Plan Outline National City Public Works Yard National City, California 4.0 Regulatory Agency Involvement 4.1 EPA 4.1.1 Brownfields Oversight 4.2 DTSC 4.2.1 Enviornmental Oversight Agreement 4.3 DEH 5.0 Mitigation Plan 5.1 Phase I 5.1.1 Public Works Yard 5.1.1.1 Former UST Area 5.1.1.2 Vehicle Maintenance Area 5.2 Phase II 5.2.1 Ille's Property 5.2.1.1 Existing UST 5.3 Phase III 5.3.1 1.5 Acre Property 5.3.1.1 Stockpiled Soil 5.4 Phase IV 5.4.1 2.1 Acre Property 5.4.1.1 Hot Spot Areas TABLE 1 E2 MANAGETECH COST BREAKDOWN National City TOD Project Mitigation Plan National City, California 3/3/2011 RATE Task 1 Meetings Task 2 Draft PMP Task 3 Final PMP TASKS TOTAL TOTAL STAFF CATEGORY Schedule:165 Unttsmrs Cost -- - UnkaMrs Cost UnHs/Hrs Cost UNITS/HRS COST Principal/Sr. Principal Sr. Consulting Professional Consulting Professional Sr. Project Professional Project Professional Assistant Project Professional Sr. Staff Professional Staff Professional Assistant Staff Professional Lab Field/Supervisor Sr. Technician Sr. Drafter/Illustrator Technical Editor Drafter / Illustrator Technician Technical Assistant/Word Processor ,Clerk $165 $155 $145 $135 $125 $115 $105 $95 $85 $95 $95 $85 $85 $85 $85 $75 $55 8.0 $1,320 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 24.0 $3,960 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 4.0 $340 2.0 $170 $0 $0 $0 2.0 110 8.0 $1,320 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 4.0 $340 $0 $0 $0 $0 2.0 $110 40.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 8.0 2.0 0.0 0.0 0.0 4.0 6600.0s 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 680.0 170.0 0.0, 0.0, 0.0 220.0 Labor Cost Subtotals 8.0 $1,320.00 32.0 $4,580.00 14.0 1770.0 54.0 $7,670 ITEM RATE Units/Hrs Cost Units/Hrs Cost UnitslHrs Cost UNITS/HRS COST Reproduction B/W copies Oversize/Color copies Reproduction Cost #1 $0.15 $1.00 $o $0 $0 $0 $0 $0 $0 $0 $0 qtu$0 $0 $0 $0 $0 $0 0.0 0.0 0.0 0.0 OU U 0.0 0.0 0.0 0.0 0.0 Reimbursable Expenses Cost Subtotal 0 u p p 0.0 $ 0 0 $0 $0 OD SUBCONTRACTOR COSTS 4 i$ w` -0 t'st .t, J ' NAft , ,. r SUBCONTRACTOR RATE Units/Hrs Cost a UnIts/Hns Cost i Units/Hrs Cost UNITS/HRS COST 4 $0 $0 $0 0.0 0.0 Subcontractor Mark -Up 10% $0 $0 $0 $0.00 SUBCONTRACTOR COST SUBTOTALS $0 $0 $0 $0.00 TASK SUBTOTALS $1,320 $1,770 $ 0 7,67.00 T'h3T1l'S: .... s - 64'70, 01.:, Page 1 of 1 ACORD., CERTIFICATE ID AG OF LIABILITY INSURANCE E2MANA1 DATE (NM/DWI/WI 06/07/10 EXTEND OR BELOW. PRODUCER Wateridge Insurance Services 10717 Sorrento Valley Rd. San Diego CA 92121 Phone: 858-452-2200 Fax:858-452-6004 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 ManaggeTeaacghg, Inc$ Long BeachiCA 9081720 INSURER A: Hudson Insurance Company INSURER 8: INSURER C: INSURER Et INSURER E: THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REOUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTRR NSRC TYPE OF INSURANCE POLICY NUMBER POLICY DATE (MM/DOCIY /) TIVE POLICY EXPIRATION LIMITS A X GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY ESB1776131002 06/07/10 06/07/11 EACH OCCURRENCE s1,000,000 X PREMISES (Ea 000urence) 550,000 1 CLAIMS MADE X OCCUR MED EXP (My one person) 35,000 PERSONAL 8. ADV INJURY 31,000,000 GENERAL AGGREGATE s2,000,000 GENL AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGO $ 2,000,000 —1 POLICY X1X 1 j28fl Loc A AUTOMOBILE LIABILITY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS ESB1776131002 06/07/10 06/07/11 COMBINED SINGLE LIMIT (Ea accident) $1,000,000 _ANY BODILY INJURY (Pet person) $ X BODILY INJURY (Per accident) _ X PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY ANY AUTO AUTO ONLY -EA ACCIDENT $ OTHER THAN EA ACC $ AUTO ONLY: AGG $ A EXCESS/UMBRELLA LIABILITY ESB1776201002 06/07/10 06/07/11 EACH OCCURRENCE 44,000,000 X OCCUR CLAIMS MADE AGGREGATE $4,000,000 DEDUCTIBLE RETENTION 3 3 $ 3 WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICERIMEMBER EXCLUDED? under SPECIAL PROVISIONS below Wait 'PROVISIONS WC MAW- WIN - TORY LIMITS E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT 3 A A OTHER Professional Pollution ESB1776131002 ESB1776131002 06/07/10 06/07/10 06/07/11 06/07/11 Per Claim $1,000,000 Per Cond $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT! 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" WITH RESPECTS TO GENERAL LIABILITY, BUT ONLY WITH RESPECTS TO LIABILITY ARISING OUT OF OPERATIONS OF THE NAMED INSURED PERFORMED ON BEHALF OF THE CERTIFICATE HOLDER. PER PROD AGG APPLIES. CITYATT CITY OF NATIONAL CITY C/0 CITY ATTORNEYS OFFICE 1243 NATIONAL CITY BLVD NATIONAL CITY CA 91950 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 * DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEPT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED EP ENTATIVE ACORD 26 (2001/06) .!..i.nruonoon.r^,.. rm.Y'n rr��. -r r: ^e mu:n...;..r... : ' .:ka ru: rra�y n.•.•.r mY :iur4 '"r�i{di'"'Si f ll� t ° +-tir ,u r . .✓iN r ^i�rivs ��P�i ! i r.ii �r "7i 3mnzFn�i rm.++"! R>Tu.. ° A#^^R + yz a 5i r. v zy '�:� �" .a x M,EA.,6., .i.d�rw5u'�rik.k r:-.18. ., C......". CITY OF NATIONAL CITY, ITS ELECTED OFFICIALS, OFFICER, AGENTS AND EMPLOYEES ARE ADDITIONAL INSURED WITH RESPECTS TO GENERAL LIABILITY, BUT ONLY WITH RESPECTS TO LIABILITY ARISING OUT OF OPERATIONS OF THE NAMED INSURED PERFORMED ON BEHALF OF THE CERTIFICATE HOLDER. HUDSON SPECIALTY INSURANCE COMPANY (A New York Domiciled Corporation) ECO- PAIL Additional Insured Owners, Lessees or Contractors Automatic . Assignment Endorsement In consideration of the premium paid, it is hereby understood and agreed that the following shall apply to: Policy Number: Egg 177 6131002 Effective Date: JUNE 7 , 2010 This endorsement modifies ineuxance provided under the applicable Policy coverage part(') SCHEDULE Name of Person or Organization: ' :Any peteon(e) at organlaation(s) whom the NAMED INSURER agree', in a written contract, to name as an additional Mewed, shall be deemed an INSURED. However, this status exists only for the project specified in that contract but only with respect to that person'a or organization's vicarious liability arising out of ongoing operations performed for that additional ineuted. This endorsement does not apply to the Environmental Professional Liability coverage part. All otherpollcy team and conditions shell remain the same. ESE-COW-1108-279 Page 1 of 1 ACORD CERTIFICATE OF LIABILITY INSURANCE XVWG436 DATE (MMIDD/YYYY) 09/12/2010 PRODUCER LOCKTON COMPANIES, LLC 5847 SAN FELIPE, SUITE 320 HOUSTON, TX 77057 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC # INSURED ADMINISTAFF, INC. 19001 CRESCENT SPRINGS DRIVE KINGWOOD, TX 77339 " SEE BELOW INSURER A:ACE American Insurance Company INSURER B: INSURER C: INSURER D: INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTR� LTR N SRCID'L NSRD TYPE OF INSURANCE POLICY NUMBER POLICY IMMIDDYY) DATE LIMITS GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ PRIESET(O Ea NI EoccuD PREMAISnca) $ CLAIMS MADE OCCUR MED EXP (Any one person) $ PERSONAL 8 ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: —I PRODUCTS - COMP/OP AGG $ POLICY nj�7 n LOC AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS COMBINED SINGLE LIMIT (Ea accident) $ _ BODILY INJURY (Per person) $ — _ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY ANY AUTO AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC $ AUTO ONLY: AGG $ EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $ OCCUR n CLAIMS MADE AGGREGATE $ DEDUCTIBLE RETENTION $ $ $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICERMEMBER EXCLUDED? If yes, describe under SPECIAL PROVISIONS below C46513800 10/01/2010 10/01/2011 X Tam OTH- ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1, 000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 OTHER DESCRIPTION OF OPERATIONS / LOCATIONS 1 VEHICLES 1 EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS * E2 MANAGETECH, INC. (2597300) IS INCLUDED FOR COVERAGE THROUGH ENDORSEMENT FOR ALL EMPLOYEES UNDER CLIENT SERVICE AGREEMENT. Environmental Consulting in San Diego CERTIFICATE HOLDER CANCELLATION City of National City C/O City Attorneys Office 1243 National City Blvd. National City, CA 91950 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE Page 1 of 1 ACORD 25 (2001/08) © ACORD CORPORATION 1988 Workers' Compensation and Employers' Liability Policy Named Insured ADMINISTAFF, INC. L/C/F E2 MANAGETECH, INC. 19001 CRESCENT SPRINGS DRIVE Endorsement Number Policy Number Symbol: RWC Number: C46513800 Policy Period 10-01-2010 TO 10-01-2011 Effective Date of Endorsement 10-01-2010 Issued By (Name of Insurance Company) ACE AMERICAN INSURANCE COMPANY Insect the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. CALIFORNIA WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because California is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule, where you are required by a written contract to obtain this waiver from us. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. 1. (x ) Specific Waiver Name of person or organization: CITY OF NATIONAL CITY C/O CITY ATTORNEY?S OFFICE 1243 NATIONAL CITY BLVD. NATIONAL CITY, CA. 91950 ( ) Schedule Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: RE: ENVIRONMENTAL CONSULTING IN SAN DIEGO 4/-4, Authorized Agent WC 99 03 22 IIRCORPOR/i.TED March 22, 2011 Mr. Daryl Hernandez E2 ManageTech, Inc. 5000 East Spring Street, Suite 720 Long Beach, CA 90815 Dear Mr. Hemandez, 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 March 15th, 2011, an Agreement was entered between the Community Development Commission of the City of National City and E2 ManageTech, Inc. We are enclosing for your records a fully executed original agreement. Michael R. Dalla, CMC City Clerk Enclosure cc: Community Development Commission