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HomeMy WebLinkAbout2015 CON Harris & Associates - Engineering Services Capital Improvement ProjectsAGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND HARRIS & ASSOCIATES, INC. THIS AGREEMENT is entered into this 19th day of May, 2015, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and Harris & Associates, Inc., a corporation (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide on -call project support services for National City's Capital Improvement Program (CIP). WHEREAS, on January 27, 2014, the Department of Engineering & Public Works advertised a Request for Qualifications (RFQ) for various engineering and construction support services. WHEREAS, on February 24, 2014, the CONSULTANT submitted a Statement of Qualifications (SOQ) in response to the RFQ, consistent with the requirements of the RFQ. WHEREAS, the CITY has determined that the CONSULTANT is a professional engineering firm specializing in sewer system and storm drain analysis and design, construction support, engineering plan reviews and tentative map reviews. WHEREAS, based on evaluation of the CONSULTANT'S SOQ and interview, the CITY has determined that the CONSULTANT 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. J.NGAGEMENT OF CONSULTANT. The CITY agrees to engage the CONSULTANT, and the CONSULTANT agrees to perform the services set forth here in accordance with all terms and conditions contained herein. The CONSULTANT represents that all services shall be performed directly by the CONSULTANT or under direct supervision of the CONSULTANT. 2. $COPE OF SERVICES. The CONSULTANT will perform services as set forth in the attached Exhibit "A", including, but not limited to, sewer system and storm drain analysis and design, construction support, engineering plan reviews and tentative map reviews. 1 Harris & Associates Agreement, May 2015 The CONSULTANT will be expected to submit proposals for individual task orders in a timely manner, consistent with the general scope of services in Exhibit "A". Task order proposals shall include a detailed scope of work, schedule of deliverables and "not -to - exceed" cost estimate. The Project Coordinator will issue a Notice to Proceed upon approval of each individual task order. After issuance of a Notice to Proceed for each individual task order, the CONSULTANT will only receive compensation for actual work performed, on a time and materials basis, consistent with the detailed scope of work and within the limits of the "not -to - exceed" cost estimate. 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 Project Coordinator. The CONSULTANT shall appear at meetings as required by the Project Coordinator to keep staff and City Council advised of the progress on projects. 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 15% from the base amount. 3. pROJECT COORDINATION AND SUPERVISION. Stephen Manganiello, Director of Public Works/City Engineer, hereby is designated as the Project Coordinator for the CITY and will monitor the progress and execution of this Agreement. The CONSULTANT shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONSULTANT. Ehab Gerges, P.E., Senior Vice President/Chief Operating Officer, 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 materials, consistent with Exhibit `B". The billing rates presented in Exhibit `B" may not be increased without prior written authorization from the CITY. The total cost for services described in Exhibit "A" shall not exceed $900,000 (the Base amount) without prior written authorization from the CITY. Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with the general scope of services in Exhibit "A", and the detailed scope of work and schedule of deliverables provided for individual task orders, as determined by the Project Coordinator. The CONSULTANT shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY, and for furnishing of copies to the CITY, if requested. 2 Harris & Associates Agreement, May 2015 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. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on May 19, 2015. The duration of this Agreement is for the period of May 19, 2015 through May 18, 2017. With mutual agreement of the parties, this Agreement may be extended for an additional period of up to one year, through May 18, 2018. 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, but only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of this project, unless otherwise mutually agreed. 8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners, 3 Harris & Associates Agreement, May 2015 or joint venturers with one another. Neither the CONSULTANT nor the CONSULTANT'S employees are employees 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(S) 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 or the CONSULTANT'S agents, servants, or employees are not 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 CONSULTANT, 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 SUBCONSULTANT(S), 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. B. Unless disclosed in writing prior to the date of this Agreement, the 4 Harris & Associates Agreement, May 2015 CONSULTANT warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONSULTANT'S professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONSULTANT to use due diligence under this sub -paragraph will render the CONSULTANT liable to the CITY for any increased costs that result from the CITY' S later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONSULTANT shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 14, 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 5 Harris & Associates Agreement, May 2015 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. The CONSULTANT shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 14. 15. INDEMNIFICATION AND HOLD HARMLESS. The CONSULTANT agrees to defend, indemnify, and hold harmless the 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. The indemnity, defense and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 16. WORKERS' COMPENSATION. The CONSULTANT shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Government Code and all amendments thereto; and all similar State or federal acts or laws applicable; and shall indemnify, and hold harmless the CITY and its officers, and employees from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the CONSULTANT under this Agreement. 17. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONSULTANT(S), when applicable, to purchase and maintain throughout the term of this Agreement, the following checked 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"). The policy shall name the CITY and its officers, agents and employees as additional insured, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance with minimum limits of $2,000,000 per occurrence and $4,000,000 aggregate, covering all bodily injury and property damage arising out of its operations under this Agreement. The policy shall name the CITY and its officers, agents and employees as additional insured, and a separate additional insured 6 Harris & Associates Agreement, May 2015 endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". 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. If CONSULTANT has no employees subject to the California Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by CITY. 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. 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. G. Insurance shall be written with only California admitted companies that 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 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. H. 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. I. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. 18. J.EGAL, FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of - court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 7 Harris & Associates Agreement, May 2015 19. MEDIATION/ARBITRATION. If a dispute arises out of or relates to this Agreement, or the breach thereof, the parties agree first to try, in good faith, to settle the dispute by mediation in San Diego, California, in accordance with the Commercial Mediation Rules of the American Arbitration Association (the "AAA") before resorting to arbitration. The costs of mediation shall be borne equally by the parties. Any controversy or claim arising out of, or relating to, this Agreement, or breach thereof, which is not resolved by mediation shall be settled by arbitration in San Diego, California, in accordance with the Commercial Arbitration Rules of the AAA then existing. Any award rendered shall be final and conclusive upon the parties, and a judgment thereon may be entered in any court having jurisdiction over the subject matter of the controversy. The expenses of the arbitration shall be borne equally by the parties to the arbitration, provided that each party shall pay for and bear the costs of its own experts, evidence and attorneys' fees, except that the arbitrator may assess such expenses or any part thereof against a specified party as part of the arbitration award. 20. TERMINATION. A. This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 60-day's written notice to the CONSULTANT. During said 60-day period the CONSULTANT shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by the CONSULTANT in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONSULTANT as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONSULTANT, whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONSULTANT shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONSULTANT'S breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 7. E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONSULTANT; (2) a reorganization of the CONSULTANT for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONSULTANT. 21. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten 8 Harris & Associates Agreement, May 2015 (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 CITY: Stephen Manganiello Director of Public Works/City Engineer Engineering & Public Works Department City of National City 1243 National City Boulevard National City, CA 91950-4301 To CONSULTANT: Ehab Gerges, P.E. Senior Vice President/Chief Operating Officer Harris & Associates, Inc. 750 B Street, Suite1800 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, process or material for the project in which the CONSULTANT has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The CONSULTANT shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONSULTANT shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the CITY in which the CONSULTANT has a financial interest as defined in Government Code Section 87103. The CONSULTANT represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. ❑ 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 9 Harris & Associates Agreement, May 2015 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 22 by the CONSULTANT. 23. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720,1720.2, 1720.3, 1720.4, and 1771. Consultant is solely responsible to determine if State prevailing wage rates apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 24. 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. I. Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under the Agreement, per Government Code Section 8546.7. J. 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. K. Successors and Assigns. This Agreement shall be binding upon and shall 10 Harris & Associates Agreement, May 2015 inure to the benefit of the successors and assigns of the parties hereto. L. 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: on Morrison, Mayor APPROVED AS TO FORM: laudia G. City Attorn HARRIS & ASSOCIATES, INC. B B hab S. Gerges, P.E. Senior Vice President/COO 11 Harris & Associates Agreement, May 2015 EXHIBIT "A" Harris & Associates® February 24, 2014 Stephen Manganiello Director of Public Works/City Engineer City of National City Department of Engineering & Public Works 1243 National City Boulevard National City, CA 91950 Subject: Proposal for On -Call Project Support Services for National City's Captial Improvement Program (CIP) Dear Mr. Manganiello: Harris Sc Associates (Harris) is proud of the partnership formed with the City of National City staff over the last nine years in delivering a capital improvement program to renew the City's infrastructure. From street improvements, traffic enhancements, and community development improvements, the City has advanced and improved the quality of life to its residents and businesses. As one of National City's current on -call civil design consultants, we take pride in being part of your team and contributing to the growth and success of your community. For this reason, Harris is prepared, yet again, to partner with the City and continue to deliver quality projects throughout the City. This is evident in some of your recent infrastructure enhancement projects such as the Safe Routes to School projects, 8th Street Smart Growth, Highland Avenue ADA improvements, A Street Green Street, Plaza Boulevard, to name a few. In providing civil engineering to support the City of National City's efforts and capital improvements, Harris is pleased to have completed over 30 tasks, including traffic studies, street improvements, plan checking, and project management support. A highlight and short description of successfully completed tasks is included in our proposal. We have put together a team which comprises of Mr. Ehab Gerges, PE, the designated point of contact, who will function as the Project Manager. Mr. Gerges has over 25 years of professional engineering experience in public works design and has managed a variety of similar projects in the City's CIP including street improvements, street resurfacing, traffic calming, and sewer system improvements. In addition, our project team consists of individuals with over 25 years of successful experience providing public works infrastructure to citizens of San Diego County. We have developed strong working relationships with the local permitting, resource agencies and utility companies. Our teams understanding of the local permitting requirements and local codes, will assist in keeping your projects on track and minimize delays. Harris & Associates has enjoyed our working relationship with National City and we look forward to the continued opportunity to provide professional engineering services. Sincerely, Harris & Associates Ehab S. Gerges, PE. QSD Vice President 50 B Street, Suite 1800, San Diego, CA 92101 • 15191 236.177E Section 4: Experience and Technical Competence Firm Profile Harris & Associates, founded in 1974, specializes in serving the professional service needs of public agencies, institutions, and private clients in the Western states. We provide expertise from project conception through occupancy in the following four service areas: • Engineering services • Municipal services • Project and construction management • Program management Established as a California corporation in 1977, Harris has a staff of 230 employee -owners including licensed engineers and architects, certified construction managers, and inspectors. We understand that successful project delivery means more than being on time and within budget. Successful projects address the concerns of neighbors and users, are sensitive to the environment, and conform to local political realities. By focusing on our clients' needs as our top priority, we have earned an excellent reputation within the industry. Our depth and breadth of skills will assist you in charting the course of your projects. Discipline and General Services Matrix Projects City of National City 8th Street Smart Growth Project City of National City Map Review City of National City A Avenue Green Street City of National City Safe Routes to School City of Coronado Street & Sewer System Rehabilitation City of Los Altos Citywide Sewer Change City of Palos Verdes Estates Citywide User Fee City of San Diego As -Needed Civil Services City of San Deigo As -Needed Construction Management San Diego Unified Port District Disciplines/General Service Areas Harris is interested in pursing the following disciplines and general service areas below. • Civil Engineering • Landscape Architecture • ADA and Universal Design • Utility Design & Coordination • Land Surveying • Geotechnical • Environmental Engineering, Planning & Design • Sewer System Management • Project Management • Construction Management & Inspection General Services • Planning & Design • Engineering & Contract Management • Plan and Map Reviews • Constructability Reviews • Project Tracking and Progress Reports • Grant Applications and Delivery Requirements City of Carlsbad As -Needed Services SANBAG Sabre Springs Parking Structure PROJECT TEAM ORGANIZATION -• CALIFORNIA NSTIONAL 1NCORPORAT'£11 Contract Manager Plar'Map Check Project Managcr Nutty Basuil, PE, PIS, QSD Plan'Map Check Guillermo Landoni. EIT Sam Arabradeh, EIT Scwer Deign Project Manager Sewer Design Gail Masutani. PhD. PE Kris Olsen, PE Gary Soisona, PE, QSD Vern Phillips, PE-Trenchless Expert Chuck Brown Omar Jan - Engineer in Training Gectechnical Kenneth Mansir, Jr.. PE, GE Ninyo & Moore UI Harris & Associates. EXHIBIT "B" MI MI Harris & Associates RANGE OF HOURLY RATES: City of National City Effective January 1 - December 31, 2015 ENGINEERING SERVICES HOURLY RATE Project Directors $190-240 Project Managers 150-210 Project Engineers 125-195 Technical Support 75-130 Administration 75-100 CONSTRUCTION MANAGEMENT HOURLY RATE Project Directors $210-240 Project Managers 150-210 Construction Managers 125-220 Resident Engineers 120-180 Construction Engineers 110-200 Scheduling Engineers 110-190 Cost Engineers 110-190 Inspectors* 100-175 Technicians 90-160 Administration 75-100 Notes: Unless otherwise indicated in the cost proposal, hourly rates include most direct costs such as travel, equipment, computers, communications and reproduction (except large quantities such as construction documents for bidding purposes). *Inspectors working in the State of California are subject to the Prevailing Wage Rates established for that area. A� D® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYY) 02/24/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 0757776 1-800-877-4560 HUB International insurance Services Inc. P.O. Box 4047 Concord, CA 94524 CONTACT NAME: PHONE 925 609-6500 FAX 925 609-6550 (A/C. No. Extl: IA/C, No): A ADDADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Hanover American Insurance Company INSURED Harris & Associates Inc. Attn: Susan Mandilag 1401 Willow Pass Road, Suite 500 Concord, CA 94520 INSURER B: Liberty Mutual Fire Insurance Company Navigators Specialty Insurance Company INSURERC: g P Y P Y INSURERD: Travelers Property Casualty Co of Amer. IN SURERE: Catlin Specialty Insurance Company INSURER F : COVERAGES CERTIFICATE NUMBER: 43082140 REVISION NUMBER: THIS IS TO CERTIFY THAT 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. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR_PARWVD TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF (MM/DDIYYYY) POLICY EXP (MM/DD/YYYY) LIMITS A GENERAL X LIABILITY COMMERCIAL GENERAL LIABILITY ZZF9201722 08/01/1'. 08/01/15 EACH OCCURRENCE $2,000,000 PRTORENTED PREMISES ((Ea occurrence) $ 1,000,000 CLAIMS -MADE X OCCUR MED EXP (Any one person) $ 10, 000 X Ded: 0 PERSONAL&ADVINJURY $2,000,000 GENERALAGGREGATE $ 4,000,000 GEN'LAGGREGATE -1 POLICY X LIMIT APPLIES JEC7 PER: X LOC PRODUCTS-COMP/OPAGG $ 4, 000, 000 $ B AUTOMOBILE X X X LIABILITY ANY AUTO ALL OWNED X SCHEDULED AUTOS NON -OWNED AUTOS AS2Z91455034014 08/01/1'. 08/01/15 COMBINED SINGLE LIMIT (Ea accident) $ 1, 000, 000 BODILYINJURY(Perperson) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ C X UMBRELLALIAB EXCESS LIAB X OCCUR CLAIMS -MADE LAI4EXC712701IC 08/01/1. 08/01/15 EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 10, 000, 000 DED X RETENT ON $ 0 $ D WORKERSCOMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y/N N NIA PJUB8166N36A14 ** 08/01/1. 08/01/15 X TORYLIMITS OER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1, 000, 000 E.L. DISEASE - POLICY LIMIT $ 1, 000, 000 E PROFESSIONAL LIABILITY AED6767540815 08/01/1 08/01/15 Per Claim: 5,000,000 Aggregate: 10,000,000 Ded. Each Claim: 150,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required) ** Workers Compensation policy excludes monopolistic states ND, OH, WA, WY. General Liability & Auto Liability Additional Insured status granted, if required by written contract/agreement, per attached forms 421-0778 0909 & AC8423 0811. The City, its elected officials, officers, agents & employees are additional insureds under General & Auto Liability if required by a written contract RE: On -call Agreement (HA #1401092) CERTIFICATE HOLDER CANCELLATION 140-0192 (2016) City of National City c/o City Attorney's Office 1243 National City Blvd. National City, CA 91950-4301 I USA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE _ej� '�/��� ACORD 25 (2010/05) smandilag 43082140 © 1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: ZZF9201722 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CALIFORNIA COMMERCIAL GENERAL LIABILITY SPECIAL BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SUMMARY OF COVERAGES 1. Additional Insured by Contract, Agreement or Permit 2. Additional Insured - Broad Form Vendors 3. Aggregate Limit per Location 4. Alienated Premises 5. Bodily Injury Redefined 6. Broad Form Property Damage - Borrowed Equipment, Customers Goods & Use of Elevators 7. Extended Property Damage 8. Incidental Malpractice (Employed nurses, EMT's & paramedics) 9. Knowledge of Occurrence 10. Liberalization Clause 11. Medical Payments - Increased Limit 12. Mobile Equipment Redefined 13. Newly Acquired or Formed Organizations - Covered until end or policy period 14. Non -owned Watercraft 15. Personal Injury - Broad Form 16. Product Recall Expense - Each Occurrence Limit -Aggregate Limit 17. Property Damage Legal Liability (Fire, Lighting, Explosion, Smoke or Leakage Damage) 18. Supplementary Payments Increased Limits - Bail Bonds - Loss of Eamings 19. Unintentional Failure to Disclose Hazards 20. Unintentional Failure to Notify Included Induded Included Included Included Induded Induded Included Included Included $ 10,000 Included Included 51 ft. Included $ 25,000 $ 50,000 $ 500,000 $ 2,500 $ 300 Included Included This endorsement amends coverages provided under the Commercial General Liability Coverage Form through new coverages, higher limits and broader coverage grants. 1. Additional Insured by Contract, Agreement or Permit Under Section II - Who Is An insured, Paragraph 4. is added as follows: 4. a. Any person or organization with whom you agreed, because of a written contract, written agreement or permit to provide insurance, is an insured, but only with respect to: (1) "Your work' for the additional insured(s) at the location designated in the contract, agreement or permit; or (2) Premises you own, rent, lease or occupy, This insurance applies on a primary basis if that is required by the written contract, written agreement or permit. b. This provision does not apply: (1) Unless the written contract or written agreement has been executed or permit has been issued prior to the "bodily injury', "property damage", "personal injury" or "advertising injury'. Page 1 of 6 Includes copyrighted material of ISO Insurance Services Office, Inc. with its permission. 421-0778 09 09 (2) To any person or organization included as an insured by an endorsement issued by us and made part of this Coverage Part To any person or organization included as an insured under item 2 of this endorsement. (4) To any lessor of equipment (a) After the equipment lease expires; or (b) If the "bodily injury', "property dam- age", "personal injury" or "advertising injury' arises out of sole negligence of the lessor. (5) To any: (a) Owners or other interests from whom land has been leased which takes place after the lease for the land ex- pires; or (b) Managers or lessors of premises if: (i) The occurrence takes place after you cease to be a tenant in that premises; or (ii) The "bodily injury", "property damage", "personal injury' or "advertising injury' arises out of structural alterations, new con- struction or demolition operations performed by or on behalf of the manager or lessor. 2. Additional Insured - Broad Form Vendors Under Section II - Who Is An Insured, Paragraph 5. is added as follows: 5. a. Any person or organization with whom you agreed, because of a written contract or written agreement to provide insurance, but only with respect to "bodily injury' or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: b. The insurance afforded the vendor does not apply to: (1) "Bodily injury' or "property damage" for which the vendor is obligated to pay dam- ages by reasons of the assumption of li- ability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement; (2) Any express warranty unauthorized by you; (3) Any physical or chemical change in the product made intentionally by the vendor; (3) (4) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instruction from the manufacturer, and then repackaged in the original container; (5) Any failure to make such inspection, ad- justments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business in connection with the sale of the product; (6) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any thing or substance by or for the vendor. c. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. (7) 3. Aggregate Limit Per Location (1) Under Section III - Limits of Insurance the General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. (2) Under Section V - Definitions, definition 23. is added as follows: 23. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a rail- road. 4. Alienated Premises Under Section I - Coverage A, paragraph 2. Exclu- sions, j. (2) is replaced in its entirety with the following: (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises and occurred from hazards that were known by you, or should have reasonably been known by you, at the time the property was transferred or abandoned. 5. Bodily Injury Redefined Under Section V - Definitions, definition 3. "bodily injury' is replaced in its entirety with the following: Page 2 of 6 Includes copyrighted material of ISO Insurance Services Office, Inc. with its permission. 421-0778 09 09 POLICY NUMBER: ZZF9201722 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Other Insurance — Primary and Non -Contributory (Additional Insured) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to Section IV — Commercial General Liability Conditions 4. Other Insurance a. Additional Insureds If you agree in a written contract, written agreement or permit that the insurance provided to any person or organization included as an Additional Insured under Section II — Who is An Insured, is primary and non-contributory, the following applies: If other valid and collectible insurance is available to the Additional Insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows: 1.Primary Insurance This insurance is primary to other insurance that is available to the Additional Insured which covers the Additional Insured as a Named Insured. We will not seek contribution from any other insurance available to the Additional Insured except: i. For the sole negligence of the Additional Insured; ii. when the Additional Insured is an Additional Insured under another primary liability policy; or M. when 2. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in 3. below. 2. Excess Insurance This insurance is excess over: (1) Any of the other insurance, whether primary, excess, contingent or on any other basis: 421-0452 06 07 (a) That is Fire, Extended Coverage, Builders Risk, Installation Risk or similar coverage for "your wore; (b) That is Fire insurance for premises rented to the Additional Insured or temporarily occupied by the Additional Insured with permission of the owner; (c) That is insurance purchased by the Additional Insured to cover the Additional Insured's liability as a tenant for "property damage" to premises rented to the Additional Insured or temporarily occupied by the Additional with permission of the owner; or (d) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I — Coverage A — Bodily Injury And Property Damage Liability. When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: Includes copyrighted material of Insurance Services Offices, Inc., with its permission Page 1 of 2 (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self - insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. 421-0452 06 07 3. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. Includes copyrighted material of Insurance Services Offices, Inc., with its permission Page 2 of 2 POLICY NUMBER: ZZF9201722 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: BLANKET WITH WRITTEN CONTRACT Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV — Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products - completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG24040509 © Insurance Services Office, Inc., 2008 Page 1 of 1 Policy Number: AS2Z91455034014 Issued by: Liberty Mutual Fire Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED - NONCONTRIBUTING This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIERS COVERGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" under the Who Is An Insured Provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage form. Schedule Name of Person(s) or Organizations(s): ANY PERSON OR ORGANIZATION WHERE THE NAMED INSURED HAS AGREED BY WRITTEN CONTRACT TO INCLUDE SUCH PERSON OR ORGANIZATION AS A DESIGNATED INSURED Regarding Designated Contract or Project: Each person or organization shown in the Schedule of this endorsement is an "insured" for Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision contained in Section II of the Coverage Form. The following is added to the Other Insurance Condition: If you have agreed that this policy will be primary and without right of contribution from any insurance in force for an Additional Insured for liability arising out of your operations and the agreement was executed prior to the "bodily injury" or "property damage", then this insurance will be primary and we will not seek contribution from such insurance. AC 84 23 0811 © 2010, Liberty Mutual Group of Companies. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 1 of 1 Policy Number AS2Z91455034014 Issued by Liberty Mutual Fire Insurance Company A. Coverage 1. Paragraph B.7. of SECTION IV - BUSINESS AUTO CONDITIONS is amended by the addition of the following: The coverage territory is extended to include Mexico but only if all of the following criteria are met: a. The "accidents" or "loss" occurs within 25 miles of the United States border; and b. While on a trip into Mexico for 10 days or less. 2. For coverage provided by this section of the endorsement, Paragraph B.5. Other Insurance in SECTION IV - BUSINESS AUTO CONDITIONS is replaced by the following: The insurance provided by this endorsement will be excess over any other collectible insurance. B. Physical Damage Coverage is amended by the addition of the following: If a "loss" to a covered "auto" occurs in Mexico, we will pay for such "loss" in the United States. If the covered "auto" must be repaired in Mexico in order to be driven, we will not pay more than the actual cash value of such "loss" at the nearest United States point where the repairs can be made. C. Additional Exclusions The following additional exclusions are added: This insurance does not apply: 1. If the covered "auto" is not principally garaged and principally used in the United States. 2. To any "insured" who is not a resident of the United States. XXIII. WAIVER OF SUBROGATION Paragraph A.5. in SECTION IV - BUSINESS AUTO CONDITIONS does not apply to any person or organization where the Named Insured has agreed, by written contract executed prior to the date of "accident", to waive rights of recovery against such person or organization. AC84070713 © 2013 Liberty Mutual Insurance. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 10 of 11 TRAVELERS) ONE TOWER SQUARE HARTFORD, CT 06183 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 00 03 13 (00)-01 POLICY NUMBER: (PJUB-8166N36-A-14) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. SCHEDULE DESIGNATED PERSON: DESIGNATED ORGANIZATION: ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. DATE OF ISSUE: 08-01-14 ST ASSIGN: RESOLUTION NO. 2015 — 73 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH HARRIS & ASSOCIATES, INC. FOR THE NOT -TO -EXCEED AMOUNT OF $900,000 TO PROVIDE ON -CALL PROJECT SUPPORT SERVICES FOR NATIONAL CITY'S CAPITAL IMPROVEMENT PROGRAM, INCLUDING, BUT NOT LIMITED TO, SEWER SYSTEM AND STORM DRAIN ANALYSIS AND DESIGN, CONSTRUCTION SUPPORT, ENGINEERING PLAN REVIEWS, AND TENTATIVE MAP REVIEWS THROUGH MAY 18, 2017 WHEREAS, the City's current 5-Year Capital Improvement Program (CIP) is projected to deliver over $60 million in major public improvements; and WHEREAS, in order to design, manage, and deliver these projects on schedule and within budget, the Department of Engineering & Public Works advertised a Request for Qualifications ("RFQ") for various engineering and construction support services on January 27, 2014; and WHEREAS, approximately 70 Statement of Qualifications ("SOQs") were received from various firms, including disadvantaged, small and/or minority business enterprises, by the February 24, 2014 deadline. WHEREAS, based on the evaluation of Harris & Associate, Inc.'s SOQ and interview, staff has determined that Harris & Associate, Inc., is qualified by experience and ability to perform support services for the City's CIP Program, including, but not limited to, sewer system and storm drain analysis and design, construction support, engineering plan reviews, and tentative map reviews, and is willing to perform such services for the not to exceed amount of $900,000. NOW, THEREFORE, BE IT RESOLVED that the City Council hereby approves the selection of Harris & Associates, Inc., and authorizes the Mayor to execute a two-year Agreement from May 19, 2015 through May 18, 2017 with Harris & Associates, Inc., in the not to exceed amount of $900,000 to provide support services for the City's CIP Program, including, but not limited to, sewer system and storm drain analysis and design, construction support, engineering plan reviews, and tentative map reviews, and is willing to perform such services for the not to exceed amount of $900,000. Said Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 19th day of May, 2015. ATTEST: Michael R. Dalla, City Clerk orrison, Mayor ROVED TO FOR C au: is Gacitua ilva City Attorney Passed and adopted by the Council of the City of National City, California, on May 19, 2015 by the following vote, to -wit: Ayes: Councilmembers Mendivil, Morrison, Rios, Sotelo-Solis. Nays: None. Absent: Councilmember Cano. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California A4 City Clerk of the City of National City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2015-73 of the City of National City, California, passed and adopted by the Council of said City on May 19, 2015. City Clerk of the City of National City, California By: Deputy CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT o MEETING DATE: May 19, 2015 AGENDA ITEM NO. 18 ITEM TITLE: Resolution of the City Council of the City of National City authorizing the Mayor to execute an Agreement with Harris & Associates, Inc. for a not -to -exceed amount of $900,000 to provide on -call project support services for National City's Capital Improvement Program (CIP), including, but not limited to, sewer system and storm drain analysis and design, construction support, engineering plan reviews and tentative map reviews PREPARED BY: Stephen Manganiello, City Engineer PHONE: 619-336-4382 EXPLANATION: See attached. f DEPARTMENT: Engineering/Public Works APPROVED BY: FINANCIAL STATEMENT: APPROVED: ACCOUNT NO. APPROVED: Funded through various CIPs, on an as -needed basis ENVIRONMENTAL REVIEW: N/A ORDINANCE: INTRODUCTION: FINAL ADOPTION: Finance MIS STAFF RECOMMENDATION: Adopt resolution authorizing Mayor to execute Agreement with Harris & Associates to provide on -call project support services for National City's Capital Improvement Program (CIP) BOARD / COMMISSION RECOMMENDATION: N/A ATTACHMENTS: 1. Explanation 2. Agreement 3. Resolution Q.Eso"‘\nN No. 20\�- 93 Explanation: The City's current 5-Year Capital Improvement Program (CIP) is projected to deliver over $60 million in major public improvements. Approximately $25 million, or 40% of the CIP budget, is funded through Federal, State and Regional "competitive" grants. Projects include corridor enhancements for traffic calming, pedestrian and bicycle safety, and smart growth redevelopment; road diets and complete streets; safe routes to school; traffic signal modifications; street lights; sewer replacement and upsizing; storm drain improvements and implementation of Low -Impact Development (LID) measures for treatment of urban runoff; Americans with Disabilities Act (ADA) enhancements; park amenities; mechanical, electrical, and heating, ventilation, and air conditioning (HVAC) upgrades to City -owned buildings; and site preparation for affordable housing projects including infill transit -oriented development. In order to design, manage and deliver these projects on schedule and within budget, the Department of Engineering & Public Works advertised a Request for Qualifications (RFQ) for various engineering and construction support services on January 27, 2014. Additional services requested via the RFQ include plan and map reviews, preparation of plat & legal descriptions, sewer system management and financial administration, and environmental compliance involving storm water, wastewater, and hazardous materials (HAZMAT). The RFQ was advertised on the City's Website, published in the Daily Transcript, and e-mailed to over 150 professional consultant firms. The Department received approximately 70 Statement of Qualifications (SOQs) from various firms, including Disadvantaged, Small and/or Minority Business Enterprises, by the February 24, 2014 deadline. Staff from the Department of Engineering & Public Works selected several firms for interviews based on qualifications. Based on the strength of their SOQ and interview, staff recommends executing an agreement with Harris & Associates, Inc. for a not -to - exceed amount of $900,000 to provide on -call project support services for National City's CIP, including, but not limited to, sewer system and storm drain analysis and design, construction support, engineering plan reviews and tentative map reviews. See Exhibit "A" of the attached agreement for general scope of work and Exhibit "B" for fee schedule. A copy of the SOQ submitted by Harris & Associates is available for review in the Office of the City Engineer. AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND HARRIS & ASSOCIATES, INC. THIS AGREEMENT is entered into this 19th day of May, 2015, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and Harris & Associates, Inc., a corporation (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide on -call project support services for National City's Capital Improvement Program (CIP). WHEREAS, on January 27, 2014, the Department of Engineering & Public Works advertised a Request for Qualifications (RFQ) for various engineering and construction support services. WHEREAS, on February 24, 2014, the CONSULTANT submitted a Statement of Qualifications (SOQ) in response to the RFQ, consistent with the requirements of the RFQ. WHEREAS, the CITY has determined that the CONSULTANT is a professional engineering firm specializing in sewer system and storm drain analysis and design, construction support, engineering plan reviews and tentative map reviews. WHEREAS, based on evaluation of the CONSULTANT'S SOQ and interview, the CITY has determined that the CONSULTANT 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 agrees to engage the CONSULTANT, and the CONSULTANT agrees to perform the services set forth here in accordance with all terms and conditions contained herein. The CONSULTANT represents that all services shall 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", including, but not limited to, sewer system and storm drain analysis and design, construction support, engineering plan reviews and tentative map reviews. 1 Harris & Associates Agreement, May 2015 -1- The CONSULTANT will be expected to submit proposals for individual task orders in a timely manner, consistent with the general scope of services in Exhibit "A". Task order proposals shall include a detailed scope of work, schedule of deliverables and "not -to - exceed" cost estimate. The Project Coordinator will issue a Notice to Proceed upon approval of each individual task order. After issuance of a Notice to Proceed for each individual task order, the CONSULTANT will only receive compensation for actual work performed, on a time and materials basis, consistent with the detailed scope of work and within the limits of the "not -to - exceed" cost estimate. 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 Project Coordinator. The CONSULTANT shall appear at meetings as required by the Project Coordinator to keep staff and City Council advised of the progress on projects. 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 15% from the base amount. 3. PROJECT COORDINATION AND SUPERVISION. Stephen Manganiello, Director of Public Works/City Engineer, hereby is designated as the Project Coordinator for the CITY and will monitor the progress and execution of this Agreement. The CONSULTANT shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONSULTANT. Ehab Gerges, P.E., Senior Vice President/Chief Operating Officer, 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 materials, consistent with Exhibit `B". The billing rates presented in Exhibit `B" may not be increased without prior written authorization from the CITY. The total cost for services described in Exhibit "A" shall not exceed $900,000 (the Base amount) without prior written authorization from the CITY. Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with the general scope of services in Exhibit "A", and the detailed scope of work and schedule of deliverables provided for individual task orders, as determined by the Project Coordinator. The CONSULTANT shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY, and for furnishing of copies to the CITY, if requested. 2 Harris & Associates Agreement, May 2015 -2- 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. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on May 19, 2015. The duration of this Agreement is for the period of May 19, 2015 through May 18, 2017. With mutual agreement of the parties, this Agreement may be extended for an additional period of up to one year, through May 18, 2018. 7. pISPOSITION 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, but only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of this project, unless otherwise mutually agreed. 8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners, 3 Hams & Associates Agreement, May 2015 -3- or joint venturers with one another. Neither the CONSULTANT nor the CONSULTANT'S employees are employees 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(S) 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 or the CONSULTANT'S agents, servants, or employees are not 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 CONSULTANT, 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 SUBCONSULTANT(S), 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. B. Unless disclosed in writing prior to the date of this Agreement, the 4 Harris & Associates Agreement, May 2015 -4- CONSULTANT warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONSULTANT'S professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONSULTANT to use due diligence under this sub -paragraph will render the CONSULTANT liable to the CITY for any increased costs that result from the CITY'S later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONSULTANT shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 14, 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 5 Harris & Associates Agreement, May 2015 -5- 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. The CONSULTANT shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 14. 15. INDEMNIFICATION AND HOLD HARMLESS. The CONSULTANT agrees to defend, indemnify, and hold harmless the 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. The indemnity, defense and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 16. WORKERS' COMPENSATION. The CONSULTANT shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Government Code and all amendments thereto; and all similar State or federal acts or laws applicable; and shall indemnify, and hold harmless the CITY and its officers, and employees from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the CONSULTANT under this Agreement. 17. 1NSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONSULTANT(S), when applicable, to purchase and maintain throughout the term of this Agreement, the following checked 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"). The policy shall name the CITY and its officers, agents and employees as additional insured, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance with minimum limits of $2,000,000 per occurrence and $4,000,000 aggregate, covering all bodily injury and property damage arising out of its operations under this Agreement. The policy shall name the CITY and its officers, agents and employees as additional insured, and a separate additional insured 6 Harris & Associates Agreement, May 2015 -6- endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". 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. If CONSULTANT has no employees subject to the California Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by CITY. 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. 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. G. Insurance shall be written with only California admitted companies that 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 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. H. 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. I. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. 18. j,FSAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of - court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 7 Harris & Associates Agreement, May 2015 -7- 19. MEDIATION/ARBITRATION. If a dispute arises out of or relates to this Agreement, or the breach thereof, the parties agree first to try, in good faith, to settle the dispute by mediation in San Diego, California, in accordance with the Commercial Mediation Rules of the American Arbitration Association (the "AAA") before resorting to arbitration. The costs of mediation shall be borne equally by the parties. Any controversy or claim arising out of, or relating to, this Agreement, or breach thereof, which is not resolved by mediation shall be settled by arbitration in San Diego, California, in accordance with the Commercial Arbitration Rules of the AAA then existing. Any award rendered shall be final and conclusive upon the parties, and a judgment thereon may be entered in any court having jurisdiction over the subject matter of the controversy. The expenses of the arbitration shall be borne equally by the parties to the arbitration, provided that each party shall pay for and bear the costs of its own experts, evidence and attorneys' fees, except that the arbitrator may assess such expenses or any part thereof against a specified party as part of the arbitration award. 20. TERMINATION. A. This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 60-day's written notice to the CONSULTANT. During said 60-day period the CONSULTANT shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by the CONSULTANT in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONSULTANT as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONSULTANT, whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONSULTANT shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONSULTANT'S breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 7. E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONSULTANT; (2) a reorganization of the CONSULTANT for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONSULTANT. 21. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten 8 Hams & Associates Agreement, May 2015 -8- (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 CITY: Stephen Manganiello Director of Public Works/City Engineer Engineering & Public Works Department City of National City 1243 National City Boulevard National City, CA 91950-4301 To CONSULTANT: Ehab Gerges, P.E. Senior Vice President/Chief Operating Officer Harris & Associates, Inc. 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, process or material for the project in which the CONSULTANT has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The CONSULTANT shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONSULTANT shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the CITY in which the CONSULTANT has a financial interest as defined in Government Code Section 87103. The CONSULTANT represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. ❑ 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 9 Harris & Associates Agreement, May 2015 -9- 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 22 by the CONSULTANT. 23. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720,1720.2, 1720.3, 1720.4, and 1771. Consultant is solely responsible to determine if State prevailing wage rates apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 24. 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. I. Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under the Agreement, per Government Code Section 8546.7. J. 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. K. Successors and Assigns. This Agreement shall be binding upon and shall 10 -10- Harris & Associates Agreement, May 2015 inure to the benefit of the successors and assigns of the parties hereto. L. 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 HARRIS & ASSOCIATES, INC. By: Ron Morrison, Mayor APPROVED AS TO FORM: Claudia G. Silva City Attorney By: By. 'Ehab S. Gerges, P.E. Senior Vice President/COO 11 -11- Harris & Associates Agreement, May 2015 EXHIBIT "A" II February 24, 2014 Harris & Associates. Stephen Manganiello Director of Public Works/City Engineer City of National City Department of Engineering & Public Works 1243 National City Boulevard National City, CA 91950 Subject: Proposal for On -Call Project Support Services for National City's Captial Improvement Program (CIP) Dear Mr. Manganiello: Harris & Associates (Harris) is proud of the partnership formed with the City of National City staff over the last nine years in delivering a capital improvement program to renew the City's infrastructure. From street improvements, traffic enhancements, and community development improvements, the City has advanced and improved the quality of life to its residents and businesses. As one of National City's current on -call civil design consultants, we take pride in being part of your team and contributing to the growth and success of your community. For this reason, Harris is prepared, yet again, to partner with the City and continue to deliver quality projects throughout the City. This is evident in some of your recent infrastructure enhancement projects such as the Safe Routes to School projects, 8th Street Smart Growth, Highland Avenue ADA improvements, A Street Green Street, Plaza Boulevard, to name a few. In providing civil engineering to support the City of National City's efforts and capital improvements, Harris is pleased to have completed over 30 tasks, including traffic studies, street improvements, plan checking, and project management support. A highlight and short description of successfully completed tasks is included in our proposal. We have put together a team which comprises of Mr. Ehab Gerges, PE, the designated point of contact, who will function as the Project Manager. Mr. Gerges has over 25 years of professional engineering experience in public works design and has managed a variety of similar projects in the City's CIP including street improvements, street resurfacing, traffic calming, and sewer system improvements. In addition, our project team consists of individuals with over 25 years of successful experience providing public works infrastructure to citizens of San Diego County. We have developed strong working relationships with the local permitting, resource agencies and utility companies. Our teams understanding of the local permitting requirements and local codes, will assist in keeping your projects on track and minimize delays. Harris & Associates has enjoyed our working relationship with National City and we look forward to the continued opportunity to provide professional engineering services. Sincerely, Harris & Associates Ehab S. Gerges, PE. QSD Vice President -12- Section 4: Experience and Technical Competence Firm Profile Harris & Associates, founded in 1974, specializes in serving the professional service needs of public agencies, institutions, and private clients in the Western states. We provide expertise from project conception through occupancy in the following four service areas: • Engineering services • Municipal services • Project and construction management • Program management Established as a California corporation in 1977, Harris has a staff of 230 employee -owners including licensed engineers and architects, certified construction managers, and inspectors. We understand that successful project delivery means more than being on time and within budget. Successful projects address the concerns of neighbors and users, are sensitive to the environment, and conform to local political realities. By focusing on our clients' needs as our top priority, we have earned an excellent reputation within the industry. Our depth and breadth of skills will assist you in charting the course of your projects. Disciplines/General Service Areas Harris is interested in pursing the following disciplines and general service areas below. [)[[[ [[Cis. • Civil Engineering • Landscape Architecture • ADA and Universal Design • Utility Design & Coordination • Land Surveying • Geotechnical • Environmental Engineering, Planning & Design • Sewer System Management • Project Management • Construction Management & Inspection [ Strv[ • Planning & Design • Engineering & Contract Management • Plan and Map Reviews • Constructability Reviews • Project Tracking and Progress Reports • Grant Applications and Delivery Requirements Discipline and General Services Matrix e SVV O, , wa ag .' a k �+'� 3 J v � �u a3' Q c V ir � Q Ct v.. ` U' Projects City of National City 8th Street Smart Growth Project City of National City Map Review • City of National City A Avenue Green Street • City of National City Safe Routes to School • City of Coronado Street & Sewer System Rehabilitation • • • • City of Los Altos Citywide Sewer Change • City of Palos Verdes Estates Citywide User Fee • City of San Diego As -Needed Civil Services • • • • • • • City of San Deego As -Needed Construction Management • San Diego Unified Port District • • • • • • • City of Carlsbad As -Needed Services • • • • SANBAG Sabre Springs Parking Structure ••• �e+�ticn 4: Exiaeriei+ce and Technical Co -13- ROJECT TEAM • ` ET:ANIZATI • N �-» CALI! 0 NJA NATI aag/ 'Newman. Nrs'o Javier Saunders, PE ;C•v i DC `it1 PI'ojcC'. r11111-cts Carlos Mendoza. PE Gail Masutani, PhD. PE Kris Olsen, PE Gary Solsona, PE, ()SD Vern Phillips. PE-Trenchkss Expert Chuck Brown Omar Jali l - Engineer in Training ing Hams & Associates. EXHIBIT "B" El Mil Harris & Associates RANGE OF HOURLY RATES: City of National City Effective January 1 - December 31, 2015 ENGINEERING SERVICES HOURLY RATE Project Directors $190-240 Project Managers 150-210 Project Engineers 125-195 Technical Support 75-130 Administration 75-100 CONSTRUCTION MANAGEMENT HOURLY RATE Project Directors $210-240 Project Managers 150-210 Construction Managers 125-220 Resident Engineers 120-180 Construction Engineers 110-200 Scheduling Engineers 110-190 Cost Engineers 110-190 Inspectors* 100-175 Technicians 90-160 Administration 75-100 Notes: Unless otherwise indicated in the cost proposal, hourly rates include most direct costs such as travel, equipment, computers, communications and reproduction (except large quantities such as construction documents for bidding purposes). *Inspectors working in the State of California are subject to the Prevailing Wage Rates established for that area. -15- RESOLUTION NO. 2015 — RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH HARRIS & ASSOCIATES, INC. FOR THE NOT -TO -EXCEED AMOUNT OF $900,000 TO PROVIDE ON -CALL PROJECT SUPPORT SERVICES FOR NATIONAL CITY'S CAPITAL IMPROVEMENT PROGRAM, INCLUDING, BUT NOT LIMITED TO, SEWER SYSTEM AND STORM DRAIN ANALYSIS AND DESIGN, CONSTRUCTION SUPPORT, ENGINEERING PLAN REVIEWS, AND TENTATIVE MAP REVIEWS THROUGH MAY 18, 2017 WHEREAS, the City's current 5-Year Capital Improvement Program (CIP) is projected to deliver over $60 million in major public improvements; and WHEREAS, in order to design, manage, and deliver these projects on schedule and within budget, the Department of Engineering & Public Works advertised a Request for Qualifications ("RFQ") for various engineering and construction support services on January 27, 2014; and WHEREAS, approximately 70 Statement of Qualifications ("SOQs") were received from various firms, including disadvantaged, small and/or minority business enterprises, by the February 24, 2014 deadline. WHEREAS, based on the evaluation of Harris & Associate, Inc.'s SOQ and interview, staff has determined that Harris & Associate, Inc., is qualified by experience and ability to perform support services for the City's CIP Program, including, but not limited to, sewer system and storm drain analysis and design, construction support, engineering plan reviews, and tentative map reviews, and is willing to perform such services for the not to exceed amount of $900,000. NOW, THEREFORE, BE IT RESOLVED that the City Council hereby approves the selection of Harris & Associates, Inc., and authorizes the Mayor to execute a two-year Agreement from May 19, 2015 through May 18, 2017 with Harris & Associates, Inc., in the not to exceed amount of $900,000 to provide support services for the City's CIP Program, including, but not limited to, sewer system and storm drain analysis and design, construction support, engineering plan reviews, and tentative map reviews, and is willing to perform such services for the not to exceed amount of $900,000. Said Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 19th day of May, 2015. Ron Morrison, Mayor ATTEST: APPROVED AS TO FORM: Michael R. Dalla, City Clerk Claudia Gacitua Silva City Attorney CITY OF NATIONAL CITY Office of the City Clerk 1243 National City Blvd., National City, California 91950 619-336-4228 phone / 619-336-4229 fax Michael R. Dalla, CMC - City Clerk HARRIS & ASSOCIATES, INC. On -Call Project Support Services for CIP Judy Hernandez (Engineering/Public Works) Forwarded Copy of Agreement to Harris & Associates, Inc.