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HomeMy WebLinkAbout2018 CON Harris & Associates - Construction Support Services - Paradise Creek Biofiltration ProjectAGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND HARRIS & ASSOCIATES, INC. THIS AGREEMENT is entered into on this 4th day of September, 2018, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and HARRIS & ASSOCIATES, INC., a California corporation (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to engage a CONSULTANT to provide construction support services, including preparation of record drawings, for the Paradise Creek Biofiltration project. WHEREAS, on May 19, 2015, through City Council Resolution No. 2015-73, the CITY and the CONSULTANT entered into an Agreement whereby the CONSULTANT would provide on -call general engineering services, construction inspections and project management services for various Capital Improvement Projects. WHEREAS, through said Agreement, which has subsequently expired, the CONSULTANT served as the Engineer of Record responsible for preparing construction plans and specifications for various Capital Improvement Projects, including the Paradise Creek Biofiltration project. WHEREAS, the CONSULTANT, as the Engineer of Record, is most 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 to provide construction support services, and prepare construction plans and specifications for the Paradise Creek Biofiltration project, 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. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective retroactively as of July 1, 2018. The duration of this Agreement is for the period of July 1, 2018 through June 30, 2019. 3. SCOPE OF SERVICES. The CONSULTANT will perform construction support services, including preparation of record drawings, as set forth in the attached Exhibit The CONSULTANT shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the CITY. The CONSULTANT shall appear at meetings specified in Exhibit "A" to keep staff and City Council advised of the progress on the project. The CITY may unilaterally, or upon request from the CONSULTANT, from time to time reduce or increase the Scope of Services to be performed by the CONSULTANT under this Agreement. Upon doing so, the CITY and the CONSULTANT agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services. 4. PROJECT COORDINATION AND SUPERVISION. Stephen Manganiello, Director of Publif 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. Bradley Sager, P.E., Director of Engineering Services, thereby is designated as the Project Director for the CONSULTANT. 5. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT shall be based on monthly billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work described in Exhibit "A" shall not exceed $100,000. The compensation for the CONSULTANT'S work shall not exceed the rates set forth in Exhibit "B". Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibit "A", as determined by the CITY. The CONSULTANT shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY, and for furnishing of copies to the CITY, if requested. 6. 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. 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 Standard Agreement Page 2 of 11 City of National City and Revised July 2017 Harris & Associates FY19 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 Services 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, 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, unemploy- ment, 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. Standard Agreement Page 3 of 11 City of National City and Revised July 2017 Hams & Associates FY19 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 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 -section 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 Standard Agreement Page 4 of 11 City of National City and Revised July 2017 Harris & Associates FY19 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 CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. CONSULTANT shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 15. 15. INDEMNIFICATION AND HOLD HARMLESS. The CONSULTANT agrees to defend, indemnify, and hold harmless the City of National City, its officers, officials, agents, employees, and volunteers 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. CITY will cooperate reasonably in the defense of any action, and CONSULTANT shall employ competent counsel, reasonably acceptable to the City Attorney. 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 Labor 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, employees, and volunteers 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. Standard Agreement Page 5 of 11 City of National City and Revised July 2017 Harris & Associates FY19 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 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, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of either $2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 umbrella policy, covering all bodily injury and property damage arising out of its operations, work, or performance under this Agreement. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". The "project" or "location" should be noted with specificity on an endorsement that shall be incorporated into the policy. 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, officials, 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's Risk Manager, at the address listed in subsection G below, 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. The Certificate Holder for all policies of insurance required by this Section shall be: City of National City do Risk Manager 1243 National City Boulevard National City, CA 91950-4397 H. Insurance shall be written with only insurers authorized to conduct business in Californiathat hold a current policy holder's alphabetic and financial size category Standard Agreement Page 6 of 11 City of National City and Revised July 2017 Harris & Associates FY19 rating of not less than A:VII according to the current Best's Key Rating Guide, or a company of 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. I. 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. J. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. K. If the CONSULTANT maintains broader coverage or higher limits (or both) than the minimum limits shown above, the CITY requires and shall be entitled to the broader coverage or higher limits (or both) maintained by the CONSULTANT. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY. 18. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of - court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 19. 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 Standard Agreement Page 7 of 11 City of National City and Revised July 2017 Harris & Associates FY19 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. 20. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: To CITY: Stephen Manganiello Director of Public Works/City Engineer Engineering and Public Works Department City of National City 1243 National City Boulevard National City, CA 91950-4397 To CONSULTANT: Bradley Sager, P.E. Director of Engineering Services Harris & Associates, Inc. 600 B Street, Suite 2000 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. Standard Agreement Page 8 of 11 City of National City and Revised July 2017 Harris & Associates FY19 21. 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 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 Section 21 by the CONSULTANT. 22. 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. 23. MISCELLANEOUS PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state, or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. To the extent any exhibits,schedules, or provisions thereof conflict or are inconsistent with the terms and conditions contained in this Agreement, the terms and conditions of this Agreement shall control. Standard Agreement Page 9 of 11 City of National City and Revised July 2017 Harris & Associates FY19 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 inure to the benefit of the successors and assigns of the parties hereto. L. Subcontractors or Subconsultants. The CITY is engaging the services of the CONSULTANT identified in this Agreement. The CONSULTANT shall not subcontract any portion of the work, unless such subcontracting was part of the original proposal or is allowed by the CITY in writing. In the event any portion of the work under this Agreement is subcontracted, the subconsultant(s) shall be required to comply with and agree to, for the benefit of and in favor of the CITY, both the insurance provisions in Section 17 and the indemnification and hold harmless provision of Section 15 of this Agreement. M. 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. [Signature page to follow] Standard Agreement Page 10 of 11 City of National City and Revised July 2017 Harris & Associates FY19 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY B n Morrison, Mayor APPROVED AS TO FORM: HARRIS & ASSOCIATES, INC. (Corporation — signatures of two corporate officers required) Angil P. Morris -Jones By: City Attorney 41 V\ LLLr&iS (Print) '01 tS(f .PekIGiat41I 111 (Title) (N L S4vD) k\dusfet (Print) sve Wif Douttormut-0[-fitfr (Title) Standard Agreement Page 11 of 11 City of National City and Revised July 2017 Han -is & Associates FY19 ii Harris & Associates EXHIBIT A SCOPE OF SERVICE Subject: IRWM Disadvantage Community Grant Funded Paradise Valley Creek Water Quality and Community Enhancement - Engineering, Design, and Environmental Services Task 1- Project Management This task includes activities required for grant administration, reporting, and invoicing for the work that will be completed. Subtask la - Reporting and Invoicing This task involves supporting the City by preparing quarterly reports to the IRWN working group and coordinated Grant Funding reimbursements to the City. Subtask lb - Monthly Status Meetings This task involves tracking the monthly status of the overall project. It is estimated that monthly status meetings will be held with the project team. Task 1 Deliverables • Quarterly Invoices • Quarterly Progress Reports • Completion Report Task 1 Milestones • Execution of LPS Agreement with SDCWA • Quarterly Submittal of Reports and Invoices • Monthly Status Meetings • Project Completion Task I Timing The grant contract between DWR and SDCWA is anticipated to be executed by mid -February, with LPS contracts executed with SDCWA by mid -March (approximately one month after execution of grant agreement between SDCWA and DWR). The LPS-SDCWA contract must be executed for the City of National City to complete work. Compilation of Quarterly Reports will begin after grant execution, and be completed every quarter. The Completion Report will be produced following completion of planning activities described here and prior to close of the grant agreement. Task 2 - Outreach Outreach activities are focused on engaging DAC community members on the design of the creek improvements, along with developing a long-term watershed ethic that will result in greater care for the creek and less direct trash and pollution. Subtask 2a - Mailing Notices This task involves generating mailing notices in order to inform the public of the creek and quality of life improvements to be made and how it will benefit the community. Notices will include information on the creek, the project, benefits to the community, and how to provide input and feedback on the project Harris & Associates Subtask 2b - Community Meetings This task involves working with the project partners to plan community meetings. The intent of these community meetings will be to provide informal education on the importance of stormwater management while explaining how the improvements to the Paradise Valley Creek will enhance the community and provide educational value to its community members with the proposed learning path. Community meetings will help the coordinate creek cleanups and engage community involvement in maintaining the proposed improvements. Subtask 2c - Focus Groups This task involves meeting with specific groups, either a community group or local business group, to receive their input on the creek improvements. Subtask 2d - Community Groups Supplies for Creek Clean-ups This task involves gathering the supplies needed in order to successfully coordinate a volunteer led creek cleanup. Trash bins should be rented and supplies such as gloves, bags, and trash grabbers should be purchased for volunteers. Task 2 Deliverables • Mailers • Community Meeting notes • Focus group(s) meeting materials and notes Task 2 Milestones • Release of mailers • Community meetings • Focus group meetings • Coordination/scheduling of creek clean-ups Task 2 Timinw Outreach is expected to begin once the basis of design report is initiated. Scheduling of the community creek clean-up days will coincide with the creation of other outreach material, after the Basis of Design Report (Subtask 3.d) is completed. Task 3 - Planning Planning subtasks include field surveys, geotechnical investigations, and hydrology and hydraulics modeling to support the basin design. Subtask 3a - Aerial and Field Survey This task involves gathering aerial photography of the project site. This will also include field surveying to develop 1-foot contours across the project site and will involve identifying existing creek geometry. Subtask 3b - Geotechnical Evaluation This task involves performing below -ground investigation by boring, sampling, and testing the soil in order to establish its characteristics that would influence the construction of the project. A report will be developed in order to provide the design team and contractors with subsurface information and design parameters during the initial planning stages. Harris & Associates Subtask 3c - Hydrology and Hydraulics Modeling This task involves providing a representation of the hydrologic process that occurs on the project site, while providing a solution to control and improve the existing conditions. Hydrology will be conducted for the 2- year, 5-year, 10-year, 50-year, 100-year, and 500-year storm events. Hydraulics analysis will be conducted using USACE software GEO-RAS or HEC-RAS 5.0 to develop the existing and proposed creek alternatives. The modeling will incorporate methods established by the San Diego Municipal Stormwater Permit. Subtask 3d - Basis of Design Report with Alternatives This task involves developing a design intent that will provide the explanation of the ideas, concepts and criteria that are considered to be very important to the City of National City, coming out of the programming and conceptual design phases. The basis of design, developed from the design intent, is the documentation of the primary thought processes and assumptions behind design decisions that will be made to meet the design intent. Subtask 3e - FEMA CLOMR A Conditional Letter of Map Revision (CLOMR) is FEMA's formal review on whether a proposed project is in compliance with the minimum National Flood Insurance Program (NFIP) floodplain management criteria. The CLOMR helps to describe any eventual revision that will be made on the NFIP maps when the project has been completed. A CLOMR is required only for those projects that will result in a 1-percent annual chance water surface elevation increase of greater than 1.00 foot for streams with BFEs specified, but no floodway designated, or any 1-percent annual chance water surface elevation increase for proposed construction within a regulatory floodway. Task 3 Deliverables • Aerial and Field Survey Reports • Geotechnical Evaluation Report • Hydrologic Study Report • Basis of Design Report • CLOMR letter with GIS Map Exhibits Task 3 Milestones • Generation of a basemap of Paradise Valley Creek • Completion of geotechnical investigation • Completion of hydrology and hydraulic models • Completion of Basis of Design Report • CLOMR review and approval Task 3 Timini Model construction will begin once relevant surveys are completed (Subtasks 3.a-c), and Draft and subsequent Final Basis of Design Reports will begin once hydrology and hydraulic models and reports are complete. The CLOMR can be initiated either at BOD completion (Subtask 3.d) or at IS/MND (Subtask 5.a) completion, and will take approximately 6-months for approval by FEMA. Harris & Associates Task 4 - Design Design subtasks include preliminary and final design packages, along with construction cost estimates. Subtask 4a - Preliminary Design (30% Stage) This task involves the development of base mapping for the project using collected survey data, as -built data, field data, and utility information Subtask 4b - Construction Cost Estimate This task involves preparing the construction cost estimate from the design recommendations to include quantity detail and verification of unit cost. Construction cost estimates will be prepared at the 60% design stage and the 100% design stage. Subtask 4c - Final Design and Specifications (60% and 100% Stages) This task involves plan preparation and various stages of design for the proposed detention basin and bioswale, as well as improved grading in the Paradise Creek. 100% design plans and specifications will be produced. Task 4 Deliverables • Preliminary Design Drawing Set • Construction Cost Estimate • Final Plans, Specifications, and Estimates Task 4 Milestones • Preliminary, 60%, and 100% design milestones Task4 Timing Generation of the CADD utility file for the preliminary design drawings will be initialed after the completion of the field surveys (Subtasks 3.a-c). It is assumed that the 70 days allocated for subtask 4.a includes time for review and approval of the preliminary designs by the City. Final construction and cost estimates can be completed after the Basis of Design is finished. 60% and 100% PS&Es may be completed after previous design reviews are competed by the city. Design will be ongoing until the Final Design is approved. Task 5 - Env ironmental Compliance and Permitting Environmental subtasks include preparation of CEQA compliance documentation and regulatory permits. Subtask 5a - Initial Study/Mitigated Negative Declaration (IS/MND) This task includes performing an IS to determine if the proposed project would have a significant environmental impact. The MND is appropriate when the IS has determined that no significant environmental effects will occur since the project implementation will have improved mitigation measures and will be implemented to reduce all potentially significant impacts. The IS/MND will address the potential for construction or operation of the Paradise Valley detention basin to result in potential environmental impacts, per CEQA Guidelines. IIII NM Harris & Associates Subtask 5b - Biological Technical Report This task involves the preparation of a Biological Technical Report based on project information and analysis. The report will include a description of existing resources and an impact analysis of the biological resources resulting from project implementation. Cumulative impacts will be qualitatively assessed. Mitigation measures will also be determined. Subtask 5c - Regulatory Permitting (401/404/1602) This task involves the preparation of the U.S. Army Corps of Engineers (USACE) 404 Permit Application, Regional Water Quality Control Board (RWQCB) 401 Certification Form, and California Department of Fish and Wildlife (CDFW) 1602 Streambed Alteration Agreement Form based on the information in the IS/MND and Biological Technical Report (BTR). Electronic copies of each shall be sent to the County of San Diego, USACE, RWQCB, and CDFW respectively. Task 5 Deliverables • Initial Study/Mitigated Negative Declaration (IS/MND) • Biological Technical Report • Permit Applications Task S Milestones • Researching and analyzing data for Initial Study • Developing impact analysis of biological resources • Submittal of permits to appropriate regulatory agencies Task 5 TiminM The IS/MND and development of Biological Technical Report can be started after approval of the preliminary design (Subtask 5.a). Submittal of permits to appropriate regulatory agencies can begin after the completion of the 60% design drawings. EXHIBIT "B" I' I. Harris & Associates RANGE OF HOURLY RATES: City of National City Effective July 1, 2018 - June 30, 2019 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. HARR&AS-01 PKUMAR ACC7R0" CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDIYYYY) 08/07/2018 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(les) must have ADDITIONAL INSURED provisions or 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 Ileu of such endorsement(s). PRODUCER License # 0757776 Concord, CA - HUB International Insurance Services Inc. 2300 Clayton Rd. Concord, CA 94520 INSURED Harris & Associates Inc. Attn: Susan Mandilag 1401 Willow Pass Road, Ste. 500 Concord, CA 94520 N2Piper PHONE (AIC, No, Ext): �925) 609-6500 E-MAIL ADDRESS: IFAX WC, No):(925) 609-6550 INSURER(S) AFFORDING COVERAGE INSURER A: Valley Forge Insurance Company INSURER is :Navigators Specialty Insurance Company INSURER C :Travelers Property Casualty Company of America INSURER D : Continental Casualty Company INSURER E INSURER F : NAIC 0 20508 36056 25674 20443 COVERAGES CERTIFICATE NUMBER: 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 A TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP INSD 1Q(VD IMMJDDIYYYYI IMMIDDIYYYYI X COMMERCIAL GENERAL LIABILITY OCCUR CLAIMS -MADE Ded: 0 X GEN'L AGGREGATE LIMIT APPLIES PER: POLICY I X JECT X LOC OTHER: 6072176739 AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY HAS ONLY B C D X UMBRELLA LIAB EXCESS GAB SCHEDULED AUTOASy� p AUUTOS ONN� Y X OCCUR CLAIMS -MADE DED X RETENTION$ 0 08/01/2018 08/01/2019 S F18EXC712701 I C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory In NH) (Eyes, describe urdor DESCRIPTION OF OPERATIONS below PROFESSIONAL LIAB Claims-Made;150k Dad YIN N NIA UB-8K458448-TIL-18 AEH591891588 AEH591891588 LIMITS EACH OCCURRENCE 1,000,000 CAMAGE TO RENTED 'REIvt(SES (E- pccurrence) MED EXP (Any one person) PERSONAL & ADV INJURY 1,000,000 15,000 1,000,000 GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ $ 2,000,000 COMBINED SINGLE LIMIT (Ea accident) BODILY INJURY (Per person) BODILY INJURY (Per accldenl PROPERTY DAMAGE (Per sodden!) $ 08/01/2018 08/01/2019 08/01/2018 EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 10,000,000 08/01/2019 08/01/2018 08/01/2019 08/01/2018 08/01/2019 X PER STATUTE E.L. EACH ACCIDENT OTH- ER 1,000,000 E.L. DISEASE- EA EMPLOYEE 1,000,000 E.L. DISEASE - POLICY LIMIT Per Claim Aggregate $ 1,000,000 10,000,000 10,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remark's Schedule, may be attached If mo a apace Is requl ed) Workers Compensation policy excludes monopolistics states ND, OH, WA, WY. Ro: On -Call Project Support Services (HA #140-0192 (2020)). The City of National City, It's elected officials, officers, agents, employees, and volunteers as Additional Insured as respects General Liability per attached form CNA75079XX 1016. Workers Compensation Waiver of Subrogation applies in favor of the City of National City per WC990376. As required by written contract. General Liability Waiver of Subrogation form CNA74858XX 1-15 attached. CERTIFICATE HOLDER City of National City c/o Risk Manager 1243 National City Blvd. National City, CA 91950-4397 —1_ CANCELLATION 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 ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CNA Blanket Additional Insured - Owners, Lessees or Contractors - with Products -Completed Operations Coverage Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused in whole or in part by your acts or omissions, or the acts or omissions of those acting on your behalf: A. in the performance of your ongoing operations subject to such written contract; or B. in the performance of your work subject to such written contract, but only with respect to bodily injury or property damage included in the products -completed operations hazard, and only if: 1. the written contract requires you to provide the additional insured such coverage; and 2. this coverage part provides such coverage. II. But if the written contract requires: A. additional insured coverage under the 11-85 edition, 10-93 edition, or 10-01 edition of CG2010, or under the 10-01 edition of CG2037; or B. additional insured coverage with "arising out of language; or C. additional insured coverage to the greatest extent permissible by law; then paragraph I. above is deleted in its entirety and replaced by the following: WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of your work that is subject to such written contract. III. Subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: A. coverage broader than required by the written contract; or B. a higher limit of insurance than required by the written contract. IV. The insurance granted by this endorsement to the additional insured does not apply to bodily injury, property damage, or personal and advertising injury arising out of: A. the rendering of, or the failure to render, any professional architectural, engineering, or surveying services, including: 1. the preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and 2. supervisory, inspection, architectural or engineering activities; or B. any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this coverage part. V. Under COMMERCIAL GENERAL LIABILITY CONDITIONS, the Condition entitled Other Insurance is amended to add the following, which supersedes any provision to the contrary in this Condition or elsewhere in this coverage part: CNA75079XX (10-16) Page 1 of 2 Insured Name: Harris & Associates Inc. Policy No: 6072176739 Effective Date: 08/01/2018 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA Blanket Additional Insured - Owners, Lessees or Contractors - with Products -Completed Operations Coverage Endorsement Primary and Noncontributory Insurance With respect to other insurance available to the additional insured under which the additional insured is a named Insured, this insurance is primary to and will not seek contribution from such other insurance, provided that a written contract requires the insurance provided by this policy to be: 1. primary and non-contributing with other insurance available to the additional insured; or 2. primary and to not seek contribution from any other insurance available to the additional insured. But except as specified above, this insurance will be excess of all other insurance available to the additional insured. VI. Solely with respect to the insurance granted by this endorsement, the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: The Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended with the addition of the following: Any additional insured pursuant to this endorsement will as soon as practicable: 1. give the Insurer written notice of any claim, or any occurrence or offense which may result in a claim; 2. send the Insurer copies of all legal papers received, and otherwise cooperate with the Insurer in the investigation, defense, or settlement of the claim; and 3. make available any other insurance, and tender the defense and indemnity of any claim to any other insurer or self -insurer, whose policy or program applies to a loss that the Insurer covers under this coverage part. However, if the written contract requires this insurance to be primary and non-contributory, this paragraph 3. does not apply to insurance on which the additional insured is a named insured. The insurer has no duty to defend or indemnify an additional insured under this endorsement until the Insurer receives written notice of a claim from the additional insured. VII. Solely with respect to the insurance granted by this endorsement, the section entitled DEFINITIONS is amended to add the following definition: Written contract means a written contract or written agreement that requires you to make a person or organization an additional insured on this coverage part, provided the contract or agreement: A. is currently in effect or becomes effective during the term of this policy; and B. was executed prior to: 1. the bodily injury or property damage; or 2. the offense that caused the personal and advertising injury; for which the additional insured seeks coverage. Any coverage granted by this endorsement shall apply solely to the extent permissible by law. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA75079XX (10-16) Page 2 of 2 Insured Name: Harris & Associates Inc. Policy No: 6072176739 Effective Date: 08/01/2018 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA Architects, Engineers and Surveyors General Liability Extension Endorsement (6) of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE — ELEVATORS Provision, the Other Insurance conditions is amended to add the following paragraph: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. 23. RETIRED PARTNERS, MEMBERS, DIRECTORS AND EMPLOYEES WHO IS INSURED is amended to include as Insureds natural persons who are retired partners, members, directors or employees, but only for bodily injury, property damage or personal and advertising injury that results from services performed for the Named Insured under the Named Insured's direct supervision. All limitations that apply to employees and volunteer workers also apply to anyone qualifying as an Insured under this Provision. 24. SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS — COVERAGES A AND B is amended as follows: A. Paragraph 1.b. is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. limit; and B. Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000. limit. 25. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure. 26. WAIVER OF SUBROGATION - BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1. the Named Insured's ongoing operations; or 2. your work included in the products -completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: 1. is in effect or becomes effective during the term of this Coverage Part; and 2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. 27. WRAP-UP EXTENSION: OCIP, CCIP, OR CONSOLIDATED (WRAP-UP) INSURANCE PROGRAMS Note: The following provision does not apply to any public construction project in the state of Oklahoma, nor to any construction project in the state of Alaska, that is not permitted to be insured under a consolidated (wrap- up) insurance program by applicable state statute or regulation. CNA74858XX (1-15) Page 16 of 17 Insured Name: Harris & Associates Inc. Policy No: 6072176739 Effective Date: 08/01/2018 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurarce Services Office, Inc., with Its permission. TRAVELERS o TowpR Swam HARTvoRD, CT 06183 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76 (A) . 001 POLICY NUMBER. (UD-8K458448-TIL-18) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT CALIFORNIA (BLANKET WAIVER) We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. The additional premium for this endorsement shall bo 02.000 % of the California workers' compensation pre- mium. Schedule Person or Organization Job Description ANY PARSON OR ORGANIZATION VOX WHICH THE :INSURED HAS AGREED DY WRITTEN CONTRACT EXECUTED PRIOR '1'O LOSS TO FURNISH THIS WAIVER. AS REQJIRED BY WRITTEN CONTRACT. This endorsement chengos the policy to which it is attached and is effective on the date issued unless otherwise stated. (The Information below is required only when this endorsement is Issued subsequent to preparation of the policy.) Endorsement Effective Policy No. Insured Insurance Company Countersigned by End rsement No. h G remium DATE OF ISSUE'. O8-02-18 ST ASSIGN: Page 1 of 1 RESOLUTION NO. 2018 — 154 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH HARRIS & ASSOCIATES, INC., TO PROVIDE CONSTRUCTION SUPPORT SERVICES, INCLUDING PREPARATION OF RECORD DRAWINGS, FOR THE PARADISE CREEK BIOFILTRATION PROJECT FOR A NOT TO EXCEED AMOUNT OF $100,000 WHEREAS, on May 19, 2015, the City Council adopted Resolution No. 2015-73, to enter into a two-year Agreement with Harris & Associates, Inc., to provide on -call general engineering services, construction inspections, and project management services for various Capital Improvement Projects; and WHEREAS, on September 5, 2017, the City Council adopted Resolution No. 2017-171, authorizing a First Amendment to the Agreement to extend the term of the Agreement through May 18, 2018; and WHEREAS, while under contract, Harris & Associates served as the Engineer of Record responsible for preparing construction plans and specifications for various Capital Improvement Projects, including the Paradise Creek Biofiltration project; and WHEREAS, to complete the Paradise Creek Biofiltration project, the City desires to enter into an Agreement with Harris & Associates for construction support services, including preparation of record drawings for a not -to -exceed amount of $100,000„ with a term from July 1, 2018 through June 30, 2019, and no option to extend the term. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the Mayor to execute an Agreement with Harris & Associates for construction support services, including, but not limited to, the preparation of record drawings for a not -to -exceed amount of $100,000, with a term from July 1, 2018 through June 30, 2019, with no option to extend the term, to complete the Paradise Creek Biofiltration project. Said Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 4th day of September 018. Rbtf Morrison, Mayor ATTEST: /161 wMichael R. Dalla, Cityerk APPROVED AS TO FORM: Angil P. Morris -Jones City Attorney Passed and adopted by the Council of the City of National City, California, on September 4, 2018 by the following vote, to -wit: Ayes: Councilmembers Cano, Mendivil, Morrison, Rios, Sotelo-Solis. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California ;1°)) City C erk of the City of//lational City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2018-154 of the City of National City, California, passed and adopted by the Council of said City on September 4, 2018. City Clerk of the City of National City, California By: Deputy CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT g9-0 18 - 53 MEETING DATE: September 4, 2018 AGENDA ITEM NO.: 9 EM TITLE: Resolution of the City Council of the City of National City authorizing the Mayor to execute an Agreement with Harris & Associates, Inc. to provide construction support services, including preparation of record drawings, for the Paradise Creek Biofiltration Project for a not -to -exceed amount of $100,000. PREPARED BY: Luca Zappiello, Jr. Engineer - Civil PHONE: 619-336-4360 EXPLANATION: See explanation. DEPARTMENT: Engin i � & rubli Works APPROVED BY: FINANCIAL STATEMENT: APPROVED: ACCOUNT NO. APPROVED: 296-409-500-598-6193 (Paradise Creek Biofiltration — Prop 84) - $100,000 Funds are appropriated and available in the above expenditure account. ENVIRONMENTAL REVIEW: This is not a project and, therefore, not subject to environmental review. ORDINANCE: INTRODUCTION FINAL ADOPTION FINANCE MIS STAFF RECOMMENDATION: Adopt the resolution. BOARD / COMMISSION RECOMMENDATION: "TTACHMENTS: Explanation . Service Agreement with Exhibits 3. Resolution D/ � 2-0•'en y./sy Explanation: Harris & Associates, Inc. was retained by the City of National City through a competitive Request for Qualifications process to provide on -call general engineering services, construction inspections and project management services for various Capital Improvement Projects. The original Agreement was authorized by City Council on May 19, 2015 per Resolution No. 2015-73. The effective date and length of agreement of the original Agreement was May 19, 2015 through May 18, 2017, with an additional one- year extension if agreed to by both parties. On September 5, 2017, City Council authorized an extension to the Agreement through Resolution No. 2017-171, with the effective dates of May 19, 2017 through May 18, 2018. While under contract, Harris & Associates served as the Engineer of Record responsible for preparing construction plans and specifications for various Capital Improvement Projects, including the Paradise Creek Biofiltration project. Construction support services, including preparation of record drawings, are required to complete this project. The on -call Agreement with Harris & Associates has since expired. Therefore, staff is requesting that City Council authorize a new Agreement with Harris & Associates to provide construction support services, including preparation of record drawings, for the aforementioned project. The Agreement is for a not -to -exceed amount of $100,000 and a term of one year, from July 1, 2018 through June 30, 2019. AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND HARRIS & ASSOCIATES, INC. THIS AGREEMENT is entered into on this 4th day of September, 2018, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and HARRIS & ASSOCIATES, INC., a California corporation (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to engage a CONSULTANT to provide construction support services, including preparation of record drawings, for the Paradise Creek Biofiltration project. WHEREAS, on May 19, 2015, through City Council Resolution No. 2015-73, the CITY and the CONSULTANT entered into an Agreement whereby the CONSULTANT would provide on -call general engineering services, construction inspections and project management services for various Capital Improvement Projects. WHEREAS, through said Agreement, which has subsequently expired, the CONSULTANT served as the Engineer of Record responsible for preparing construction plans and specifications for various Capital Improvement Projects, including the Paradise Creek Biofiltration project. WHEREAS, the CONSULTANT, as the Engineer of Record, is most 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 to provide construction support services, and prepare construction plans and specifications for the Paradise Creek Biofiltration project, 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. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective retroactively as of July 1, 2018. The duration of this Agreement is for the period of July 1, 2018 through June 30, 2019. -1- 3. SCOPE OF SERVICES. The CONSULTANT will perform construction support services, including preparation of record drawings, as set forth in the attached Exhibit The CONSULTANT shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the CITY. The CONSULTANT shall appear at meetings specified in Exhibit "A" to keep staff and City Council advised of the progress on the project. The CITY may unilaterally, or upon request from the CONSULTANT, from time to time reduce or increase the Scope of Services to be performed by the CONSULTANT under this Agreement. Upon doing so, the CITY and the CONSULTANT agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services. 4. PROJECT COORDINATION AND SUPERVISION. Stephen Manganiello, Director of Publif 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. Bradley Sager, P.E., Director of Engineering Services, thereby is designated as the Project Director for the CONSULTANT. 5. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT shall be based on monthly billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work described in Exhibit "A" shall not exceed $100,000. The compensation for the CONSULTANT'S work shall not exceed the rates set forth in Exhibit "B". Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibit "A", as determined by the CITY. The CONSULTANT shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY, and for furnishing of copies to the CITY, if requested. 6. 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. 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 Standard Agreement Page 2 of 11 City of National City and Revised July 2017 Harris & Associates FY19 -2- 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 Services 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, 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, unemploy- ment, 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. Standard Agreement Page 3 of 11 City of National City and Revised July 2017 Harris & Associates FYI9 -1- 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 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 -section 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 Standard Agreement Page 4 of 11 City of National City and Revised July 2017 Hams & Associates FY19 -a- 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 CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. CONSULTANT shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 15. 15. INDEMNIFICATION AND HOLD HARMLESS. The CONSULTANT agrees to defend, indemnify, and hold harmless the City of National City, its officers, officials, agents, employees, and volunteers 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. CITY will cooperate reasonably in the defense of any action, and CONSULTANT shall employ competent counsel, reasonably acceptable to the City Attorney. 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 Labor 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, employees, and volunteers from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description, including reasonable attomey's fees and defense costs presented, brought or recovered against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the CONSULTANT under this Agreement. Standard Agreement Page 5 of 11 City of National City and Revised July 2017 Harris & Associates FY19 -5- 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 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, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of either $2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 umbrella policy, covering all bodily injury and property damage arising out of its operations, work, or performance under this Agreement. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, • and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". The "project" or "location" should be noted with specificity on an endorsement that shall be incorporated into the policy. 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, officials, 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's Risk Manager, at the address listed in subsection G below, 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. The Certificate Holder for all policies of insurance required by this Section shall be: City of National City do Risk Manager 1243 National City Boulevard National City, CA 91950-4397 H. Insurance shall be written with only insurers authorized to conduct business in Californiathat hold a current policy holder's alphabetic and financial size category Standard Agreement Page 6 of 11 City of National City and Revised July 2017 Harris & Associates FY19 -6- rating of not less than A:VII according to the current Best's Key Rating Guide, or a company of 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. I. 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. J. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. K. If the CONSULTANT maintains broader coverage or higher limits (or both) than the minimum limits shown above, the CITY requires and shall be entitled to the broader coverage or higher limits (or both) maintained by the CONSULTANT. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY. 18. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of - court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attomey's fees incurred by the prevailing party. 19. 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 unfmished 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 Standard Agreement Page 7 of 11 City of National City and Revised July 2017 Harris & Associates FY19 -7- 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. 20. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: To CITY: Stephen Manganiello Director of Public Works/City Engineer Engineering and Public Works Department City of National City 1243 National City Boulevard National City, CA 91950-4397 To CONSULTANT: Bradley Sager, P.E. Director of Engineering Services Harris & Associates, Inc. 600 B Street, Suite 2000 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. Standard Agreement Page 8 of!! City of National City and Revised July 2017 Harris & Associates FY19 -8- 21. 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 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 Section 21 by the CONSULTANT. 22. 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. 23. MISCELLANEOUS PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state, or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. To the extent any exhibits,schedules, or provisions thereof conflict or are inconsistent with the terms and conditions contained in this Agreement, the terms and conditions of this Agreement shall control. Standard Agreement Page 9 of 11 City of National City and Revised July 2017 Harris & Associates FY19 -9- 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 inure to the benefit of the successors and assigns of the parties hereto. L. Subcontractors or Subconsultants. The CITY is engaging the services of the CONSULTANT identified in this Agreement. The CONSULTANT shall not subcontract any portion of the work, unless such subcontracting was part of the original proposal or is allowed by the CITY in writing. In the event any portion of the work under this Agreement is subcontracted, the subconsultant(s) shall be required to comply with and agree to, for the benefit of and in favor of the CITY, both the insurance provisions in Section 17 and the indemnification and hold harmless provision of Section 15 of this Agreement. M. 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. [Signature page to follow] Standard Agreement Page 10 of 11 City of National City and Revised July 2017 Harris & Associates FY19 -10- IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY By: Ron Morrison, Mayor APPROVED AS TO FORM: HARRIS & ASSOCIATES, INC. (Corporation — signatures of two corporate officers required) By: Angil P. Morris -Jones By: City Attorney (Na (Name -* LtA-10 vt r-as (Print) Dos) VvecicitiAl- (Title) 11 ' Standard Ageement Page 11 of 11 �en1,0 S (Print) UPJ alt:eiceida �t— (Title) City of National City and Revised July 2017 Harris & Associates FY19 -11- Harris & Associates EXHIBIT A SCOPE OF SERVICE Subject: IRWM Disadvantage Community Grant Funded Paradise Valley Creek Water Quality and Community Enhancement - Engineering, Design, and Environmental Services Task 1 - Project Manatement This task includes activities required for grant administration, reporting, and invoicing for the work that will be completed. Subtask la - Reporting and Invoicing This task involves supporting the City by preparing quarterly reports to the IRWN working group and coordinated Grant Funding reimbursements to the City. Subtask lb - Monthly Status Meetings This task involves tracking the monthly status of the overall project. It is estimated that monthly status meetings will be held with the project team. Task 1 Deliverables • Quarterly Invoices • Quarterly Progress Reports • Completion Report Task 1 Milestones • Execution of LPS Agreement with SDCWA • Quarterly Submittal of Reports and Invoices • Monthly Status Meetings • Project Completion Task 1 Timin2 The grant contract between DWR and SDCWA is anticipated to be executed by mid -February, with LPS contracts executed with SDCWA by mid -March (approximately one month after execution of grant agreement between SDCWA and DWR). The LPS-SDCWA contract must be executed for the City of National City to complete work. Compilation of Quarterly Reports will begin after grant execution, and be completed every quarter. The Completion Report will be produced following completion of planning activities described here and prior to close of the grant agreement. Task 2 - Outreach Outreach activities are focused on engaging DAC community members on the design of the creek improvements, along with developing a long-term watershed ethic that will result in greater care for the creek and less direct trash and pollution. Subtask 2a - Mailing Notices This task involves generating mailing notices in order to inform the public of the creek and quality of life improvements to be made and how it will benefit the community. Notices will include information on the creek, the project, benefits to the community, and how to provide input and feedback on the project -12- Harris & Associates Subtask 2b - Community Meetings This task involves working with the project partners to plan community meetings. The intent of these community meetings will be to provide informal education on the importance of stormwater management while explaining how the improvements to the Paradise Valley Creek will enhance the community and provide educational value to its community members with the proposed learning path. Community meetings will help the coordinate creek cleanups and engage community involvement in maintaining the proposed improvements. Subtask 2c - Focus Groups This task involves meeting with specific groups, either a community group or local business group, to receive their input on the creek improvements. Subtask 2d - Community Groups Supplies for Creek Clean-ups This task involves gathering the supplies needed in order to successfully coordinate a volunteer led creek cleanup. Trash bins should be rented and supplies such as gloves, bags, and trash grabbers should be purchased for volunteers. Task 2 Deliverables • Mailers • Community Meeting notes • Focus group(s) meeting materials and notes Task 2 Milestones • Release of mailers • Community meetings • Focus group meetings • Coordination/scheduling of creek clean-ups Task 2 Timin2 Outreach is expected to begin once the basis of design report is initiated. Scheduling of the community creek clean-up days will coincide with the creation of other outreach material, after the Basis of Design Report (Subtask 3.d) is completed. Task 3 - Planning Planning subtasks include field surveys, geotechnical investigations, and hydrology and hydraulics modeling to support the basin design. Subtask 3a - Aerial and Field Survey This task involves gathering aerial photography of the project site. This will also include field surveying to develop 1-foot contours across the project site and will involve identifying existing creek geometry. Subtask 3b - Geotechnical Evaluation This task involves performing below -ground investigation by boring, sampling, and testing the soil in order to establish its characteristics that would influence the construction of the project. A report will be developed in order to provide the design team and contractors with subsurface information and design parameters during the initial planning stages. -13- NI Harris & Associates Subtask 3c - Hydrology and Hydraulics Modeling This task involves providing a representation of the hydrologic process that occurs on the project site, while providing a solution to control and improve the existing conditions. Hydrology will be conducted for the 2- year, 5-year, 10-year, 50-year, 100-year, and 500-year storm events. Hydraulics analysis will be conducted using USACE software GEO-RAS or HEC-RAS 5.0 to develop the existing and proposed creek alternatives. The modeling will incorporate methods established by the San Diego Municipal Stormwater Permit. Subtask 3d - Basis of Design Report with Alternatives This task involves developing a design intent that will provide the explanation of the ideas, concepts and criteria that are considered to be very important to the City of National City, coming out of the programming and conceptual design phases. The basis of design, developed from the design intent, is the documentation of the primary thought processes and assumptions behind design decisions that will be made to meet the design intent. Subtask 3e - FEMA CLOMR A Conditional Letter of Map Revision (CLOMR) is FEMA's formal review on whether a proposed project is in compliance with the minimum National Flood Insurance Program (NFIP) floodplain management criteria. The CLOMR helps to describe any eventual revision that will be made on the NFIP maps when the project has been completed. A CLOMR is required only for those projects that will result in a 1-percent annual chance water surface elevation increase of greater than 1.00 foot for streams with BFEs specified, but no floodway designated, or any 1-percent annual chance water surface elevation increase for proposed construction within a regulatory floodway. Task 3 Deliverables • Aerial and Field Survey Reports • Geotechnical Evaluation Report • Hydrologic Study Report • Basis of Design Report • CLOMR letter with GIS Map Exhibits Task 3 Milestones • Generation of a basemap of Paradise Valley Creek • Completion of geotechnical investigation • Completion of hydrology and hydraulic models • Completion of Basis of Design Report • CLOMR review and approval Task 3 Timinif Model construction will begin once relevant surveys are completed (Subtasks 3.a-c), and Draft and subsequent Final Basis of Design Reports will begin once hydrology and hydraulic models and reports are complete. The CLOMR can be initiated either at BOD completion (Subtask 3.d) or at IS/MND (Subtask 5.a) completion, and will take approximately 6-months for approval by FEMA. -14- El Harris & Associates Task 4 - Design Design subtasks include preliminary and final design packages, along with construction cost estimates. Subtask 4a - Preliminary Design (30% Stage) This task involves the development of base mapping for the project using collected survey data, as -built data, field data, and utility information Subtask 4b - Construction Cost Estimate This task involves preparing the construction cost estimate from the design recommendations to include quantity detail and verification of unit cost. Construction cost estimates will be prepared at the 60% design stage and the 100% design stage. Subtask 4c - Final Design and Specifications (60% and 100% Stages) This task involves plan preparation and various stages of design for the proposed detention basin and bioswale, as well as improved grading in the Paradise Creek. 100% design plans and specifications will be produced. Task 4 Deliverables • Preliminary Design Drawing Set • Construction Cost Estimate • Final Plans, Specifications, and Estimates Task 4 Milestones • Preliminary, 60%, and 100% design milestones Task4 Timing Generation of the CADD utility file for the preliminary design drawings will be initialed after the completion of the field surveys (Subtasks 3.a-c). It is assumed that the 70 days allocated for subtask 4.a includes time for review and approval of the preliminary designs by the City. Final construction and cost estimates can be completed after the Basis of Design is finished. 60% and 100% PS&Es may be completed after previous design reviews are competed by the city. Design will be ongoing until the Final Design is approved. Task 5 - Environmental Compliance and Permitting Environmental subtasks include preparation of CEQA compliance documentation and regulatory permits. Subtask 5a - Initial Study/Mitigated Negative Declaration (IS/MND) This task includes performing an IS to determine if the proposed project would have a significant environmental impact. The MND is appropriate when the IS has determined that no significant environmental effects will occur since the project implementation will have improved mitigation measures and will be implemented to reduce all potentially significant impacts. The IS/MND will address the potential for construction or operation of the Paradise Valley detention basin to result in potential environmental impacts, per CEQA Guidelines. -1 5- Harris & Associates Subtask 5b - Biological Technical Report This task involves the preparation of a Biological Technical Report based on project information and analysis. The report will include a description of existing resources and an impact analysis of the biological resources resulting from project implementation. Cumulative impacts will be qualitatively assessed. Mitigation measures will also be determined. Subtask 5c - Regulatory Permitting (401/404/1602) This task involves the preparation of the U.S. Army Corps of Engineers (USACE) 404 Permit Application, Regional Water Quality Control Board (RWQCB) 401 Certification Form, and California Department of Fish and Wildlife (CDFW) 1602 Streambed Alteration Agreement Form based on the information in the IS/MND and Biological Technical Report (BTR). Electronic copies of each shall be sent to the County of San Diego, USACE, RWQCB, and CDFW respectively. Task 5 Deliverables • Initial Study/Mitigated Negative Declaration (IS/MND) • Biological Technical Report • Permit Applications Task 5 Milestones • Researching and analyzing data for Initial Study • Developing impact analysis of biological resources • Submittal of permits to appropriate regulatory agencies Task 5 Timing The IS/MND and development of Biological Technical Report can be started after approval of the preliminary design (Subtask 5.a). Submittal of permits to appropriate regulatory agencies can begin after the completion of the 60% design drawings. EXHIBIT "B" RI Harris & Associates RANGE OF HOURLY RATES: City of National City Effective July 1, 2018 - June 30, 2019 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. -17- HARR&AS-01 7 ACC, R E:r CERTIFICATE OF LIABILITY INSURANCE `.._ 6ATE(MMlOD/YYYY) 08/07/2018 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 pollcy(les) must have ADDITIONAL INSURED provisions or 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). PRCDucER License # 0757776 g2g_r- Concord, CA - HUB International Insurance Services Inc. PHONE WC Alc, No, Ea* (925) 609-6500 I �uC, Noy.(925) 609-6550 2300 Clayton R i. Concord, CA 94520 ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC >► INSURER A:Valley Forge Insurance Company 20508 INSURED INSURER B: Navigators Specialty Insurance Company 36056 Harris & Associates Inc. INSURER c;Travelers Property Casualty Company of America 25674 it Attn1401 Susan low MPassRoad, 1401 Willow Pass Road, Ste. 500 INSURERD:Continental Casualty Company 20443 Concord, CA 94520 INSURERE: — INSURER F: . COVERAGES CERTIFICATE NUMBER: 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 SUBJECTTO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL �IMO SUER 1NVQ POLICY NUMBER j POLICY EFF (MMiDD/YYYYI POLICY EXP Rd NEDDIYTYYI LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE [ X , OCCUR X 6072176739 0810112018 08101/2019 PR MlsEs (Ee aNTE encei S 1,000,000 X Ded: 0 MED EXP (Any one person) $ 15,000 PERSONAL 8ADVINJURY $ 1,000,000 GE. LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY LX 1 JECT X LOC PRODUCTS - COMP/OP AGO $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ ANY AUTO BODILY INJURY (Per person) $ OWNED AUTOS ONLY SCHEDULED AUTOS BookINJURY (Per acddenl $ . UTOS ONLY AUOppOY m��5nRAGE $ " $ B UMBRELLA LIAS X OCCUR EACH OCCURRENCE $ 10t0 ,800 X EXCESS UAB CLAMS -MADE SF18EXC7127011C 03/01/2018 08/01/2019 AGGREGATE $ 10,000,000 DED X RETENT ON $ 0 $ C WORKERS COMPENSATION X STATUT PER I OETTH- AND EMPLOYERS' LIABILITY1,000,000 ANY PROPRIETOR RIEXECUTIVE Y f N X UB-8K458448-TIL•18 00101/2018 08/01/2019 E,'-, EACH ACCIDENT $ EXCLUDED? OFFICER/MEMBER EXCLUN (Mandatory in NH) NIA E.L DISEASE- EA EMPLOYEE, $ 1,000,000 1(yes, descrlbe order DESCRIPTION OF OPERATIONS below E.L. DISEASE- POLICY LIMIT 1,000,00° $ D D PROFESSIONAL LIAB Claims-Made;150k Bed AEH591891588 AEH591891588 08/01/2018 08/01/2018 06/01i2019 08/0112019 Per Claim Aggregate 10,000,000 10,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORO 101, Additional Remarks Schedule, may be attached if mote space Is required) Workers Compensation policy excludes monopolistics states ND, OH, WA, WY. Re: On -Call Project Support Services (HA 4140-0192 (2020)). The City of National City, It's elected officials, officers, agents, employees, and volunteers as Additional Insured as respects General Liability per attached forte—CoN 16 lef-lceres-GeratserasatteR'A/a Sa glWe-i-f ver 43-61-1.Vatlet+al-Stty-p aq+++red by--wR#en contract. General Liability Waiver of Subrogation form CNA74858XX 1-15 attached, CERTIFICATE HOLDER CANCELLATION of National City c/o Risk Manager Blvd. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATIODATE THEREOF,City ACCORDANCE WITH THE POLICY PROVISNNNOSCE WILL BE DELIVERED IN 1243 National City National City, CA 91950-4397 AUu/T//HORIZE/Dn'REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo aro registered marks of ACORD -18- CNA Blanket Additional Insured - Owners, Lessees or Contractors - with Products -Completed Operations Coverage Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: I. WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused in whole or in part by your acts or omissions, or the acts or omissions of those acting on your behalf: A. In the performance of your ongoing operations subject to such written contract; or B. in the performance of your work subject to such written contract, but only with respect to bodily injury or property damage included In the products -completed operations hazard, and only if: 1. the written contract requires you to provide the additional insured such coverage; and 2. this coverage part provides such coverage. II. But if the written contract requires: A. additional insured coverage under the 11-85 edition, 10-93 edition, or 10-01 edition of CG2010, or under the 10-01 edition of CG2037; or B. additional insured coverage with "arising out of" language; or C. additional insured coverage to the greatest extent permissible by law; then paragraph I. above is deleted in its entirety and replaced by the following: WHO IS AN INSURED is amended to include as an Insured any person or organization whom you aro required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of your work that is subject to such written contract. III. Subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: A. coverage broader than required by the written contract; or B. a higher limit of insurance than required by the written contract. IV. The insurance granted by this endorsement to the additional insured does not apply to bodily injury, property damage, or personal and advertising injury arising out of: A. the rendering of, or the failure to render, any professional architectural, engineering, or surveying services, including: 1. the preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and 2. supervisory, inspection, architectural or engineering activities; or B. any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this coverage part. V. Under COMMERCIAL GENERAL LIABILITY CONDITIONS, the Condition entitled Other Insurance is amended to add the following, which supersedes any provision to the contrary in this Condition or elsewhere in this coverage part: CNA75079XX (10-16) Page 1 of 2 Insured Name: Harris & Associates Inc. Policy No: 6072176739 Effective Date: 08/01/2018 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. -19- CNA Blanket Additional Insured - Owners, Lessees or Contractors - with Products -Completed Operations Coverage Endorsement Primary and Noncontributory Insurance With respect to other insurance available to the additional insured under which the additional insured is a named insured, this insurance is primary to and will not seek contribution from such other insurance, provided that a written contract requires the insurance provided by this policy to be: 1. primary and non-contributing with other insurance available to the additional insured; or 2. primary and to not seek contribution from any other insurance available to the additional insured. But except as specified above, this insurance will be excess of all other insurance available to the additional insured. VI. Solely with respect to the insurance granted by this endorsement, the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: The Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended with the addition of the following: Any additional insured pursuant to this endorsement will as soon as practicable: 1. give the Insurer written notice of any claim, or any occurrence or offense which may result in a claim; 2. send the Insurer copies of all legal papers received, and otherwise cooperate with the Insurer in the investigation, defense, or settlement of the claim; and 3. make available any other insurance, and tender the defense and indemnity of any claim to any other insurer or self -insurer, whose policy or program applies to a loss that the Insurer covers under this coverage part. However, if the written contract requires this insurance to be primary and non-contributory, this paragraph 3. does not apply to insurance on which the additional insured is a named insured. The Insurer has no duty to defend or indemnify an additional insured under this endorsement until the Insurer receives written notice of a claim from the additional insured, VII. Solely with respect to the insurance granted by this endorsement, the section entitled DEFINITIONS is amended to add the following definition: Written contract means a written contract or written agreement that requires you to make a person or organization an additional insured on this coverage part, provided the contract or agreement: A. is currently in effect or becomes effective during the term of this policy; and B. was executed prior to: 1. the bodily injury or property damage; or 2. the offense that caused the personal and advertising injury; for which the additional insured seeks coverage. Any coverage granted by this endorsement shalt apply solely to the extent permissible by law. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA75079XX (10-16) Page 2 of 2 Insured Name: Harris & Associates Inc. Policy No: 6072176739 Effective Date: 08/01/2018 Copyright CNNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. -70- (WA Architects, Engineers and Surveyors General Liability Extension Endorsement (6) of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE — ELEVATORS Provision, the Other Insurance conditions is amended to add the following paragraph: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. 23. RETIRED PARTNERS, MEMBERS, DIRECTORS AND EMPLOYEES WHO IS INSURED is amended to include as Insureds natural persons who are retired partners, members, directors or employees, but only for bodily injury, property damage or personal and advertising injury that results from services performed for the Named insured under the Named Insured's direct supervision. All limitations that apply to employees and volunteer workers also apply to anyone qualifying as an Insured under this Provision. 24. SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS — COVERAGES A AND B is amended as follows: A. Paragraph 1.b. is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. limit; and B. Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000. limit. 25. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure. 26. WAIVER OF SUBROGATION - BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1. the Named Insured's ongoing operations; or 2. your work included in the products -completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: 1. is in effect or becomes effective during the term of this Coverage Part; and 2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. 27. WRAP-UP EXTENSION: OCIP, CCIP, OR CONSOLIDATED (WRAP-UP) INSURANCE PROGRAMS Note: The following provision does riot apply to any public construction project in the state of Oklahoma, nor to any construction project in the state of Alaska, that is not permitted to be insured under a consolidated (wrap- up) insurance program by applicable state statute or regulation. CNA74858XX (1-15) Page 16 of 17 Insured Name: Harris & Associates Inc. Policy No: 6072176739 Effective Date: 08/01/2018 Copyright CNA All Rights Resorved. Includes copyrighted material of Insurance Services Office, Inc., with Its permission. -21- TRAVELERS J- orra xowa SQU,ARR S.BIUQRllr t 06183 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 09 03 76 (A) -. 003. POLICY NUMBER: . (UB-8K468448-TIL•-18) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT — CALIFORNIA (BLANKET WAIVER) We have the right to recover our payments from anyone liable for an injury coVered by this policy. We will not enforce our right against the person or organization named In the Schedule. The eddltlonal premium for this endorsement shall be 02,600 % of the California workers' compensation pre- • mium. Schedule Person or Organization Job Description ANY PEON OR ORGANIZATION FOR WHICH THN INSURED HAS AGREED BY, NUTTHN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAVER. AS REQUIRED BY WRITTEN CONTRACT. This endorsement changeg the policy to which It is attached and Is effective an the date issued unless otherwise stated. (The information below la required only when this endorsement Is issued subsequent to preparation of the policy.) Endorsement Effective Policy Ng. Insured !\ . I?remlum Insurance Company End rsement Ng: ti End Countersigned by DATE OF ISSUE: 08-02=18 STASSIGN: • Pagel. of 1 -77- RESOLUTION NO. 2018 — RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH HARRIS & ASSOCIATES, INC., TO PROVIDE CONSTRUCTION SUPPORT SERVICES, INCLUDING PREPARATION OF RECORD DRAWINGS, FOR THE PARADISE CREEK BIOFILTRATION PROJECT FOR A NOT TO EXCEED AMOUNT OF $100,000 WHEREAS, on May 19, 2015, the City Council adopted Resolution No. 2015-73, to enter into a two-year Agreement with Harris & Associates, Inc., to provide on -call general engineering services, construction inspections, and project management services for various Capital Improvement Projects; and WHEREAS, on September 5, 2017, the City Council adopted Resolution No. 2017-171, authorizing a First Amendment to the Agreement to extend the term of the Agreement through May 18, 2018; and WHEREAS, while under contract, Harris & Associates served as the Engineer of Record responsible for preparing construction plans and specifications for various Capital Improvement Projects, including the Paradise Creek Biofiltration project; and WHEREAS, to complete the Paradise Creek Biofiltration project, the City desires to enter into an Agreement with Harris & Associates for construction support services, including preparation of record drawings for a not -to -exceed amount of $100,000„ with a term from July 1, 2018 through June 30, 2019, and no option to extend the term. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the Mayor to execute an Agreement with Harris & Associates for construction support services, including, but not limited to, the preparation of record drawings for a not -to -exceed amount of $100,000, with a term from July 1, 2018 through June 30, 2019, with no option to extend the term, to complete the Paradise Creek Biofiltration project. Said Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 4th day of September, 2018. Ron Morrison, Mayor ATTEST: Michael R. Dalla, City Clerk APPROVED AS TO FORM: Angil P. Morris -Jones City Attorney CITY OF NATIONAL CITY Office of the City Clerk 1243 National City Blvd., National City, California 91950 619-336-4228 Michael R. Dalla, CMC - City Clerk September 12, 2018 Mr. Bradley Sager, P.E. Director of Engineering Services Harris & Associates, Inc. 600 B Street, Suite 2000 San Diego, CA 92101 Dear Mr. Sager, On September 4`h, 2018, Resolution No. 2018-154 was passed and adopted by the City Council of the City of National City, authorizing execution of an Agreement with Harris & Associates, Inc. We are forwarding a certified copy of the above Resolution and a fully executed original Agreement for your records. erely r '/ Michael R. Dalla, CMC /" City Clerk Enclosure