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HomeMy WebLinkAbout2006 CON PBS&J - Sewer / Tax Roll Admin FY 2006-07To: Attn: City of National City 2100 Hoover Avenue National City, CA 91950-6530 Mr. Joe Smith TRANSMITTAL COVER SHEET Date: Project No: Client: March 22, 2006 621943 NC SUBJECT: CONDUCT ON -GOING SEWER BILLING / TAX ROLL PREPARATION AND ADMINISTRATION SERVICES FOR FISCAL YEAR 2006-2007 We transmit to you via fed ex the following items: At your request For your action For your information E For your review Il For your approval ® As noted No. of Copies Description 3 Signed Agreement between the City of National City and PBS&J for the above noted project 3 Insurance Certificates for the above noted project Remarks: c: I:\admin\621943 National City, City ot\15\Contracts\032206 Signed Cntrct Xmtl.doc Cordially, J••iL.M•ijjn P gram Assistant III JPA GA200C-12/00 175 Calle Magdalena, Encinitas, CA 92024 / (760) 753-1120 AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND PBS&J THIS AGREEMENT is entered into this 08th day of March, 2006, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and PBS&J, Inc. (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to conduct on- going Sewer Billing / Tax Roll perporation and administration services for Fiscal Year 2006-2007 WHEREAS, the CITY has determined that the CONSULTANT is a corporation and is qualified by experience and ability to perform the services desired by the CITY, and the CONSULTANT is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONSULTANT. The CITY hereby agrees to engage the CONSULTANT and the CONSULTANT hereby agrees to perform the services hereinafter set forth in accordance with all terms and conditions contained herein. The CONSULTANT represents that all services required hereunder will be performed directly by the CONSULTANT or under direct supervision of the CONSULTANT. 2. SCOPE OF SERVICES. The CONSULTANT will perform services as set forth in the attached Exhibit "A". The CONSULTANT shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the CITY. The CONSULTANT shall appear at meetings as required 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. Revised August 2003 3. PROJECT COORDINATION AND SUPERVISION. Roberto Saucedo 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. Karyn Keese thereby is designated as the Project Director for the CONSULTANT. 4. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT shall be based on monthly billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work described in Exhibit "A" shall not exceed the schedule given in Exhibit "B" (the Base amount) without prior written authorization from the Public Works Director. Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibit "A" as determined by the CITY. The CONSULTANT shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY and for furnishing of copies to the CITY, if requested. 5. LENGTH OF AGREEMENT. Completion dates or time durations for specific period of one year from date of signature of agreement. 6. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONSULTANT for this Project, whether paper or electronic, shall become the property of the CITY for use with respect to this Project, and shall be turned over to the CITY upon completion of the Project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONSULTANT hereby assigns to the CITY and CONSULTANT thereby expressly waives and disclaims, any copyright in, and the right to reproduce, all written material, drawings, plans, specifications or other work prepared under this agreement, except upon the CITY's prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONSULTANT shall, upon request of the CITY, execute any further document(s) necessary to further effectuatethis 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. 2 Revised August 2003 Any modification or reuse by the CITY of documents, drawings or specifications prepared by the CONSULTANT shall relieve the CONSULTANT from liability under Section 14 but only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of this project, unless otherwise mutually agreed. 7. 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 employee of the CITY and are not entitled to any of the rights, benefits, or privileges of the CITY's employees, including but not limited to retirement, medical, unemployment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONSULTANT and the CONSULTANT'S employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONSULTANT and its employees. Neither this Agreement nor any interest herein may be assigned by the CONSULTANT without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or subcontractors, as the CONSULTANT may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONSULTANT with its sub CONSULTANT (s) shall require the sub CONSULTANT to adhere to the applicable terms of this Agreement. 8. CONTROL. Neither the CITY nor its officers, agents or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANT'S employees except as herein set forth, and the CONSULTANT expressly agrees not to represent that the CONSULTANT or the CONSULTANT's agents, servants, or employees are in any manner agents, servants or employees of the CITY, it being understood that the CONSULTANT, its agents, servants, and employees are as to the CITY wholly independent contractors and that the CONSULTANT'S obligations to the CITY are solely such as are prescribed by this Agreement. 9. 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 sub CONSULTANTs, shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 3 Revised August 2003 10. 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. 11. STANDARD OF CARE. A. The CONSULTANT, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONSULTANT'S trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT'S employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this agreement, the CONSULTANT warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONSULTANT's professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONSULTANT to use due diligence under this sub -paragraph will render the CONSULTANT liable to the CITY for any increased costs that result from the CITY's later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 12. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 4 Revised August 2003 13. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONSULTANT shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 13, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONSULTANT, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONSULTANT without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONSULTANT shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. CONSULTANT shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 14. 14. INDEMNIFICATION AND HOLD HARMLESS. The CONSULTANT agrees to defend, indemnify, and hold harmless the City of National City, its officers and employees, against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONSULTANTS negligent performance of this Agreement. 15. WORKERS' COMPENSATION. The CONSULTANT shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Government Code and all amendments thereto; and all similar state or Federal acts or laws applicable; and shall indemnify, and hold harmless the CITY and its officers, and employees from and against all claims, demands, payments, suits, actions, proceedings and judgments of every nature and description, including reasonable attorneys 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. 16. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its subcontractors, when applicable, to 5 Revised August 2003 purchase and maintain throughout the term of this agreement, the following insurance policies: XD 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 non -owned vehicles. C. Comprehensive general liability insurance, with minimum limits of $1,000,000 combined single limit per occurrence, covering all bodily injury and property damage arising out of its operation under this Agreement. D. Workers' compensation insurance covering all of CONSULTANT's employees. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY of cancellation or material change. F. Said policies, except for the professional liability and worker's compensation policies, shall name the CITY and its officers, agents and employees as additional insureds. G. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONSULTANT shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agree- ment. ment. H. Any aggregate insurance limits must apply solely to this Agree - I. Insurance shall be written with only California admitted companies which hold a current policy holder's alphabetic and financial size category rating of not less than A VIII according to the current Best's Key Rating Guide, or a company equal financial stability that is approved by the City's Risk Manager. J. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY's Risk Manager. If the CONSULTANT does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. 17. 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 6 Revised August 2003 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. 18. MEDIATION/ARBITRATION. If a dispute arises out of or relates to this Agreement, or the breach thereof, the parties agree first to try, in good faith, to settle the dispute by mediation in San Diego, California, in accordance with the Commercial Mediation Rules of the American Arbitration Association (the "AAA") before resorting to arbitration. The costs of mediation shall be borne equally by the parties. Any controversy or claim arising out of, or relating to, this Agreement, or breach thereof, which is not resolved by mediation shall be settled by arbitration in San Diego, California, in accordance with the Commercial Arbitration Rules of the AAA then existing. Any award rendered shall be final and conclusive upon the parties, and a judgment thereon may be entered in any court having jurisdiction over the subject matter of the controversy. The expenses of the arbitration shall be borne equally by the parties to the arbitration, provided that each party shall pay for and bear the costs of its own experts, evidence and attorneys' fees, except that the arbitrator may assess such expenses or any part thereof against a specified party as part of the arbitration award. 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 CITY, and the CONSULTANT shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONSULTANT's breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 6. E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONSULTANT; (2) a reorganization of the CONSULTANT for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONSULTANT. 20. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by 7 Revised August 2003 overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: To the CITY: Reberto Saucedo Director of Public Works/Special Projects City of National City 2100 Hoover Avenue National City, CA 91950-6530 To the CONTRACTOR: PBS&J 9275 Sky park court suite 200 San Diego, CA 92123 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. 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. 8 Revised August 2003 ❑ If checked, the CONSULTANT shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONSULTANT shall file a Statement of Economic Interests with the City Clerk of the City of National City in a timely manner on forms which the CONSULTANT shall obtain from the City Clerk. The CONSULTANT shall be strictly liable to the CITY for all damages, costs or expenses the CITY may suffer by virtue of any violation of this Paragraph 21 by the CONSULTANT. 22. MISCELLANEOUS PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for, all purposes. F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. H. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. I. Entire Agreement. This Agreement supersedes any prior agree- ments, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. J. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. K. Construction. The parties acknowledge and agree that (i) ettfch party is of equal bargaining strength, (ii) each party has actively participated in the 9 Revised August 2003 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 parry's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY By: PBS&J, INC. (Two signatures required for a corporation) By: C Nick Inzunza, ayor (Name) APPROVED AS TO FORM: George H. riser, Ill City Attorney By: V\ (Title) 10 Revised August 2003 An employee -owned company ATTACHMENT A SCOPE OF SERVICES FISCAL YEAR ENDING 2007 TAX ROLL ADMINISTRATION MARCH 10, 2006 In response to your request, PBS&J is pleased to submit this proposal to you for financial services for the City of National City (Client). I. SCOPE OF SERVICES Based on our current understanding of the Project, PBS&J will provide the following services: A. Tax Roll Preparation Based on current County Assessor's information, business license applications and building permits, the sewer customer database will be updated and matched with the Sweetwater Authority's water accounts and annual usage. It should be noted that business license and building permit data that is incomplete and do not match up with Assessor Parcel Numbers cannot be updated. Data that cannot be matched will be returned to the City for further research. Using updated information, sewer charges will be calculated based on approved sewer user rates. The list of sewer charges will be prepared for approval by the City Council and then submitted to the County of San Diego for processing on the property tax rolls. B. Further Client Support Direct bills will be sent to government agencies, such as the school district, since they cannot be billed with the property tax bills. It is assumed that 30 (thirty) direct billing statements will be mailed. Once the Tax roll is prepared and filed the City will normally receive minimal amounts of phone calls from customers. Most are simple explanations of the charges, but at times database research is required and the preparation of tax roll adjustments (Attachment F) is required. We have included 24 hours for database research and adjustments in Task B. 175 Calle Magdalena • Encinitas, California 92024 • Telephone: 760-753-1120 • fax: 760-753-0730 • www.pbsj.com Attachment A Tax Roll Administration Page 2 of 3 II. ADDITIONAL SERVICES If requested by the Client, PBS&J will provide the following Additional Services, beyond the services included in Section I, Scope of Services: A. Additional customer inquiries beyond those addressed in Section I. B. Meetings and any additional project related services not specifically included in Section I, Scope of Services. C. Field visits or additional research of parcels that do not match up with Sweetwater's water meter data, business licenses or building permit information. HI. CLIENT FURNISHED SERVICES The following services or information will be provided by Client or its consultants: A. Client shall provide PBS&J copies of all relevant reports, studies, correspondence, and other relevant project information or data. Customer water use data will be provided electronically, in a format that can be converted to Microsoft Excel by Sweetwater Authority. Under this agreement for services, PBS&J shall be entitled to rely upon the accuracy and completeness of the information and financial data provided by the Client and Sweetwater Authority in performing its services, without liability. Unless requested in writing by Client, PBS&J will not, and have no obligation to perform any manner of check, review or verify the accuracy or completeness of the data provided. B. Assign one person to serve as the Client's Project Manager who has authority to represent the Client and will serve as the point of interface for all project issues and communications. In addition, this person will serve as the initial contact for customer inquiries regarding sewer charges. C. A complete written description of all pertinent project information and issues, including all unusual or critical requirements of the Client. D. Perform site visits to confirm water meter locations, service addresses, or land use, as needed. Provide customer support to the City's citizens in answering questions regarding rates and rate calculations. An employee -owned company ATTACHMENT B FEES AND CONDITIONS FISCAL YEAR ENDING 2007 TAX ROLL ADMINISTRATION MARCH 10, 2006 FEES AND CONDITIONS A. The Services described in Section I, Scope of Services, will be provided on an hourly rate basis with an estimated upper limit of $36,329 for Fiscal Year End 2007. This project budget is established based on the average of actual hours spent on each task over the last two years. It is also based on the PBS&J Standard Rate Schedule for 2006. A copy of our current billing rates as well as a detail of hours by task is attached to this proposal. Task FYE 2007 Task A — Tax Roll Preparation $28,560 Task B — Client Support $ 7,104 Direct Expenses $665 Totals $36,329 B. The fees for the Services described in Section II, Additional Engineering Services, will be provided on an hourly rate basis in accordance with the PBS&J Standard Rate Schedule in effect at the time the services are performed. 175 Calle Magdalena • Encinitas, California 92024 • Telephone: 760-753-1120 • Fax: 760-753-0730 • www.pbsj.com An emp ogee -owned company PBS&J CALIFORNIA ENVIRONMENTAL STANDARD RATE SCHEDULE EFFECTIVE JANUARY 1, 2006 ENGINEERING SERVICES Principal Engineer IV $250.00 Principal Engineer III 209.00 Principal Engineer II 186.00 Principal Engineer I 175.00 Supervising Engineer II 160.00 Supervising Engineer I 150.00 Senior Engineer III 135.00 Senior Engineer II 128.00 Senior Engineer I 118.00 Engineer III 115.00 Engineer II 110.00 Engineer I 100.00 Engineering Aide 65.00 ENVIRONMENTAL SCIENCE Supervising Scientist $180 Senior Scientist III $165.00 Senior Scientist II 140.00 Senior Scientist I 132.00 Scientist III 120.00 Scientist II 110.00 Scientist I 95.00 Assistant Scientist 80.00 Research Assistant 55.00 OTHER PROFESSIONAL SERVICES Principal Professional $185.00 Supervising Professional 170.00 Sr. Professional III / Sr. GIS Analyst III 145.00 Senior Professional II / Sr. GIS Analyst II 131.00 Senior Professional I / Sr. GIS Analyst I 118.00 Professional II / GIS Analyst II 98.00 Professional I / GIS Analyst I 85.00 EXPENSES AND OUTSIDE SERVICES In addition, identifiable non -salary costs that are directly attributable to the project such as reproduction costs, telephone charges, mileage, postage, etc., are billed at actual cost plus 15 percent to cover overhead and administration plus 3 percent for insurance costs. Computer Aided Drafting, hydrologic water, sewer, and stormwater modeling, GIS, automated mapping, database and web programming, etc., is charged at $5 per labor hour. Cell phone usage is charged at $1 per labor hour for management personnel. DESIGN & GRAPHIC SERVICES Senior Designer III 130.00 Senior Designer II 125.00 Senior Designer I 115.00 Designer II 105.00 Designer I 95.00 CAD Technician III 90.00 CAD Technician II 78.00 CAD Technician I 65.00 Graphics Designer II 95.00 Graphics Designer I 90.00 CONSTRUCTION RELATED SERVICES Senior Construction Manager $135.00 Construction Manager 120.00 Senior Project Engineer (Const.) 125.00 Senior Field Representative* 105.00 Construction Management Rep. II* 89.00 Construction Management Rep. I* 82.00 Prevailing Wage Field Rep.** 111.00 Sr. Contract Administrator 101.00 Contract Administrator 80.00 ADMINISTRATIVE SERVICES Senior Administrator 120.00 Senior Administrative Assistant III 95.00 Senior Administrative Assistant II 85.00 Senior Administrative Assistant I 79.00 Administrative Assistant III 68.00 Administrative Assistant II 63.00 Administrative Assistant I / Clerk 55.00 * Non -Prevailing Wage ** - Prevailing Wage Rate - Overtime will be charged at 1.25 times, and Sundays and holidays, 1.70 times the above rates. If applicable, a vehicle allowance of $900.00 per month will be charged for the use of a company vehicle assigned to a full-time inspector. This monthly allowance will be prorated based upon hours worked for part.time inspection. Fees for litigation and expert witness services will be charged at $450.00 per hour with a 4-hour minimum per day. Fees for subconsultant services provided are billed at actual cost plus 15 percent to cover overhead and administration, plus 3 percent for insurance costs. PAYMENT TERMS A late payment finance charge at a rate of 18 percent per annum will be applied to any unpaid balance commencing 30 days after the date of original invoice. This rate schedule is subject to annual and/or periodic revisions as necessary to accommodate inflationary trends, salary adjustments and the general costs of business. L\sdmin\tb\rates\env west std rate 0106.doc 175 Calle Magdalena • Encinitas, California 92024 • Telephone: 760-753-1120 • Fax: 760-753-0730 • www.pbsj.com ACORDM CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 03/17/2006 PRODUCER (305)822-7800 FAX (305)827-0585 Collinsworth, Alter, Fowler, Dowling & French Group Inc. P. 0. Box 9315 Miami Lakes, FL 33014-9315 THIS CERTIFICATE IS ISSUED AS A MATTER OF ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, ALTER THE COVERAGE AFFORDED BY THE POLICIES INFORMATION EXTEND OR BELOW. INSURERS AFFORDING COVERAGE NAIC # INSURED Post, Buckley, Schuh, & Jernigan, Inc. d/b/a PBS&J 2001 NW 107 Avenue Miami, FL 33172-2507 INSURER A: Sentry Insurance a Mutual Compary A+ XV INSURERB: Steadfast Insurance Company A XV INSURERC. Lloyds of London A XV INSURERD: INSURER E. COVERAGFR 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 MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR 1714 ADM IN Rr TYPE OF INSURANCE POUCY NUMBER A A GENERAL LIABIUTY COMMERCIAL GENERAL LIABILITY ICLAIMS MADE I X I OCCUR Contractual Liab X X GEN'L AGGREGATE LIMIT APPLIES PER: —1 POLICY Pq JECOT I X I LOC AU X X X X X OMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS Contractual Liab 90-15807-03 90-15807-04 90-15807-05 POLICY EFFECTIVE f1ATF/mminnNYI 09/30/2005 09/30/2005 POLICY EXPIRATION f1ATF (MM/DrIIYYY 09/30/2006 09/30/2006 LIMITS EACH OCCURRENCE. DAMAGE TO RENTED PRFMISFS JFa nnnirenrnl MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 $ 1,000,000 $ 25,000 $ 1,000,000 $ 2,000,000 $ 2,000,000 $ 1,000,000 BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) GARAGE LIABILITY ANY AUTO AUTO ONLY - EA ACCIDENT OTHER THAN AUTO ONLY: EA ACC B A C EXCESS/UMBRELLA LIABILITY X I OCCUR I -I CLAIMS MADE X IDEDUCTIBLE RETENTION $ 0 WORKERS COMPENSATION AND EMPLOYERS' LIABIUTY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? If yes, describe under SPECIAL PROVISIONS below Processional/ Pollution Liability AUC508762101 90-15807-01 90-15807-02 NO LDUSA0500811 CLAIMS -MADE FORM DESCRIPTION OF OPE IQNS I LOCATIONS / VE♦JIQLES / EXCLUSIONS ADDED BY ENDORSEMENT/ PECIAL PROVI IONS et: Sewer Billing / Tax Roll Administration Services for Fiscal Year 2006-2007 SEE ATTACHED 09/30/2005 09/30/2005 09/30/2005 09/30/2006 09/30/2006 09/30/2006 CERTIFICATE HOLDE EACH OCCURRENCE AGGREGATE AGG $ 25,000,000 $ 25,000,000 X WC STATU- OTH- I TORY LIMITSI I ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E $ 1,000,000 $ 1,000,000 L. DISEASE - POLICY LIMIT $ 1,000,000 $1,000,000 Limits Ea Claim and Annual Aggregate 11/11/1961 Retrodate National City, City of Attn: Robert Saucedo 1243 NAtional City Blvd National City, CA 91950-6530 ACORD 25 (2001/08) w PDF created with pdfFactory Pro trial version ww.pdffactory.com CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POUCIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE Meade Collinsworth/EEC ©ACORD CORPORATION 1988 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 (2001/08) PDF created with pdfFactory Pro trial version www.pdffactory.com National City, City of Certificate issued to National City, City of Collinsworth, Alter, Fowler, Dowling 03/17/2006 Named Insured: Post, Buckley, Schuh & Jernigan, Inc d/b/a PBS&J Certificate Holder: City of National City 03/17/2006 Ref: Sewer Billing / Tax Roll Administration Services for Fiscal Year 2006-2007 City of National City, and its officers, agents and employees are named additional insureds on the General & Auto Liability, excluding professional services and on the Umbrella Liability (following form); said policies shall be primary and non-contributory to that of the named additional insureds. Issuing companies will provide 30 days written notice of cancellation and/or material reduction of coverage/limits. PDF created with pdfFactory Pro trial version www.pdffactory.com City of National City Office of the City Clerk 1243 National City Boulevard, National City, CA 91950-4397 Michael R. Dalla, CMC City Clerk (619) 336-4228 Fax: (619) 336-4229 May 1, 2006 PBS&J 9275 Sky Park court Suite 200 San Diego, CA 92123 Project: National City Sewer Billing/Tax Roll Preparation and Administration Services for Fiscal Year 2006-2007 On March 21, 2006, the City Council of the City of National City passed and adopted Resolution No. 2006-49, awarding a contract to PBS&J for the 2006- 2007 Fiscal Year. We are pleased to enclose a fully endorsed contract and one certified copy of the Resolution for your records. Should you have any questions, please contact Mr. Roberto Saucedo, Director of Public Works at (619) 336-4580. Sincerely, Michael R. Dalla City Clerk MRD Enclosure cc: Public Works File C2003 - 46 ® Recycled Paper RESOLUTION NO. 2006 — 49 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT BETWEEN THE CITY AND PBS&J FOR SEWER BILLING/TAX ROLL PREPARATION AND ADMINISTRATION SERVICES FOR FISCAL YEAR 2006-2007 WHEREAS, the City desires to employ a consultant to conduct ongoing sewer billing/tax roll preparation and administration services for Fiscal Year 2006-2007; and WHEREAS, the City has determined that PBS&J is qualified by experience and ability to perform the services desired by the City, and is willing to perform such services. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the Mayor to execute an agreement with PBS&J for sewer billing/tax roll preparation and administration services for Fiscal Year 2006-2007. Said agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 21st day of March, 2006. Nick ATTEST: 1/ Mic -el R. Dal -, pry Clerk APPROVED AS TO FORM: George H. Eiser, III City Attorney Passed and adopted by the Council of the City of National City, California, on March 21, 2006, by the following vote, to -wit: Ayes: Councilmembers Inzunza, Morrison, Natividad, Parra, Zarate. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: NICK INZUNZA Mayor of the City of National City, California fi d City Cl rk of the City of ational City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2006-49 of the City of National City, California, passed and adopted by the Council of said City on March 21, 2006. City Clerk of the City of National City, California By: Deputy City of National City, California COUNCIL AGENDA STATEMENT MEETING DATE March 21, 2006 4 AGENDA ITEM NO. ITEM TITLE A Resolution of the City of National City Council authorizing the Mayor to enter into and execute an amendment to an agreement with PBS&J in the amount of $36,329 to provide sewer bill/tax roll administration and financial services for Fiscal Year 2006-07 (Sew r Service Fee funded). PREPARED BY Joe SmitK,,. DEPARTMENT Public Works EXT. 4580 EXPLANATION See Attached. CEnvironmental Review N/A MIS Approval Financial Statement See Attached. Approved Byiv :Jae' "lD_.— Finan erector Account No.125-422-222-29, STAFF RECOMMENDATION Adopt the resolution authorizing the mayor to enter into the amended agreement. BOARD / COMMISSION RECOMMENDATION N/A ATTACHMENTS (Listed Below) 1. Resolution Resolution No. 200 (, - 4 �( 2. Attachment "A" Scope of Servicescac,'-� 3. Fee Schedule A-200 (Rev. 7/03) A Resolution of the City of National City Council authorizing the Mayor to enter into and execute an amendment to an agreement with PBS&J in the amount of $36,329 to provide sewer bill/tax roll administration and financial services for Fiscal Year 2006-07 (Sewer Service Fee funded). Explanation: On June 17, 2003 council, by resolution number 2003-88 approved an agreement with PBS&J to create a database that was used to transfer the collection of sewer service fees to the County of San Diego Tax Rolls. On April 19, 2005 City Council by Resolution Number 2005-77 extending said agreement providing the same service for Fiscal year 2005-2006. This resolution would amend this agreement, for the last time to provide similar services for Fiscal year 2006- 2007. The cost to provide these services has been estimated to be $36,329 and shall not be exceeded without prior written approval from the City. This agreement will provide continued assistance with annual administration of our sewer service billing. This will include the updating of any change that may have occurred to the customer database. These changes will be matched with the Sweetwater Authority's water accounts as well as the County Assessor's information and the associated charges of these chances will be applied. PBS&J will then prepare a list of these changes for Council approval subsequent to a public hearing. Once approved a sewer billing data tape will be provided to the County Assessor's office. This agreement extension will also include database review, tracking reports and other services required to match Sweetwater Authority's meter data, County Assessor information and/or National City's records throughout the FY 2006-07 Financial Statement: On April 19, 2005, Council authorized an agreement with PBS&J for services related to the preparation of the FY 2005-06 sewer bill /tax roll. This amendment, in the amount of $36,329 will provide similar services for the FY 2006-07 sewer bill / tax roll (See attachment "A" for scope of services). The fees and conditions are outlined in Attachment "B". Sufficient funds to cover this fee are available in the Wastewater Division's sewer service fee fund, account number 125-422-222-299. C:\Docwnents and Settings \RSaucedo\My Documents\A200sWY07-Sewea. Charges Tax Roll Report Preparation.doc RESOLUTION NO. 2006 — RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT BETWEEN THE CITY AND PBS&J FOR SEWER BILLING/TAX ROLL PREPARATION AND ADMINISTRATION SERVICES FOR FISCAL YEAR 2006-2007 WHEREAS, the City desires to employ a consultant to conduct ongoing sewer billing/tax roll preparation and administration services for Fiscal Year 2006-2007; and WHEREAS, the City has determined that PBS&J is qualified by experience and ability to perform the services desired by the City, and is willing to perform such services. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the Mayor to execute an agreement with PRS&J for sewer billing/tax roll preparation and administration services for Fiscal Year 2006-2007. Said agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 21st day of March, 2006. Nick lnzunza, Mayor ATTEST: Michael R. Dalla, City Clerk APPROVED AS TO FORM: George H. Eiser, III City Attorney ATTACHMENT A SCOPE OF SERVICES FISCAL YEAR ENDING 2007 TAX ROLL ADMINISTRATION March 8, 2006 In response to your request, PBS&J is pleased to submit this proposal to you for financial services for the City of National City (Client). I. SCOPE OF SERVICES Based on our current understanding of the Project, PBS&J will provide the following services: A. Tax Roll Preparation Based on current County Assessor's information, business license applications and building permits, the sewer customer database will be updated and matphed with the Sweetwater Authority's water accounts and annual usage. It should be noted that business license and building permit data that is incomplete and do not match up with Assessor Parcel Numbers cannot be updated. Data that cannot be matched will be returned to the City for further research. Using updated information, sewer charges will be calculated based on approved sewer user rates. The list of sewer charges will be prepared for approval by the City Council and then submitted to the County of San Diego for processing on the property tax rolls. Further Client Support Direct bills will be sent to government agencies, such as the school district, since they cannot be billed with the property tax bills. It is assumed that 30 (thirty) direct billing statements will be mailed. Once the Tax roll is prepared and .filed the City will normally receive minimal amounts of phone calls from customers. Most are simple explanations of the charges, but at times database research is required and the preparation of tax roll adjustments (Attachment F) is required. We have included 24 hours for database research and adjustments in Task B. 1 II. ADDITIONAL SERVICES If requested by the Client, PBS&J will provide the following Additional Services, beyond the services included in Section I, Scope of Services: A. Additional customer inquiries beyond those addressed in Section I. B. Meetings and any additional project related services not specifically included in Section I, Scope of Services. C. Field visits or additional research of parcels that do not match up with Sweetwater's water meter data, business licenses or building permit information. III. CLIENT FURNISHED SERVICES The following services or information will be provided by Client or its consultants: A. Client shall provide PBS&J copies of all relevant reports, studies, correspondence, and other relevant project information or data. Customer water ,use data will be provided electronically, in a format that can be converted to Microsoft Excel by Sweetwater Authority. Under this agreement for services, PBS&J shall be entitled to rely upon the accuracy and completeness of the information and financial data provided by the Client and Sweetwater Authority in performing its services, without liability. Unless requested in writing by Client, PBS&J will not, and have no obligation to perform any manner of check, review or verify the accuracy or completeness of the data provided. B. Assign one person to serve as the Client's Project Manager who has authority to represent the Client and will serve as the point of interface for all project issues and communications. In addition, this person will serve as the initial contact for customer inquiries regarding sewer charges. C. A complete written description of all pertinent project information and issues, including all unusual or critical requirements of the Client. D. Perform site visits to confirm water meter locations, service addresses, or land use, as needed. Provide customer support to the City's citizens in answering questions regarding rates and rate calculations. 2. ATTACHMENT B FEES AND CONDITIONS FISCAL YEAR ENDING 2007 TAX ROLL ADMINISTRATION March 8, 2006 FEES AND CONDITIONS A. The Services described in Section I, Scope of Services, will be provided on an hourly rate basis with an estimated upper limit of $36,329 for FYE2007. This project budget is established based on the average of actual hours spent on each task over the last two years. It is also based on the PBS&J Standard Rate Schedule for 2006. A copy of our current billing rates as well as a detail of hours by task is attached to this proposal Task FYE 2007 Task A — Tax Roll •$28,560 Preparation Task B — Client Support $ 7,104 Direct Expenses $665 Totals $36,329 B. The fees for the Services described in Section II, Additional Engineering Services, will be provided on an hourly rate basis in accordance with the PBS&J Standard Rate Schedule in effect at the time the services are performed. PBS& Labor/Outside Services - Page 1 of 1 TASK DESCRIPTION Pt Task Task/Sub 01 1000 2000 Tax roll preparation Update database Match customer accounts Calculate current sewer charges Prepare tax rolls Kickback/verification research Coordination w/City staff Navy handbill coordination QA/QC Project Management Subtotal Further Client Support Billing research Hand Bills Subtotal TOTAL - THIS PAGE TOTAL - ALL PAGES JPA PA400-2/99 PP KK I 2 SP SPIII BS SG 24 38 20 12 12 8 16 24 8 8 2 4 8 16 4 8 LABOR CODE/STAFF HOU'S MI LT 8 T TALS HOURS FEE 0 24 46 20 14 16 16 2 32 4 174 0 24 24 48 $0 $4,080 $7,620 $3,400 $2,330 $2,620 $2,520 $370 $5,040 $580 $28,560 $0 $4,080 $3,024 $7,104 PP SP SPni All - - - - - PAGE TOTALS 2 162 50 8 0 0 0 0 0 0 0 0 222 $35,664 2 162 50 8 0 0 0 0 0 0 0 0 222 $35,664 2006 PBSJ fee est - westl - 3/8/2006 AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND PBS&J THIS AGREEMENT is entered into this 08th day of March, 2006, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and PBS&J, Inc. (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to conduct on- going Sewer Billing / Tax Roll perporation and administration services for Fiscal Year 2006-2007 WHEREAS, the CITY has determined that the CONSULTANT is a corporation and is qualified by experience and ability to perform the services desired by the CITY, and the CONSULTANT is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONSULTANT. The CITY hereby agrees to engage the CONSULTANT and the CONSULTANT hereby agrees to perform the services hereinafter set forth in accordance with all terms and conditions contained herein. The CONSULTANT represents that all services required hereunder will be performed directly by the CONSULTANT or under direct supervision of the CONSULTANT. 2. SCOPE OF SERVICES. The CONSULTANT will perform services as set forth in the attached Exhibit "A". The CONSULTANT shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the CITY. The CONSULTANT shall appear at meetings as required 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. S Revised August 2003 3. PROJECT COORDINATION AND SUPERVISION. Roberto Saucedo 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. Karyn Keese thereby is designated as the Project Director for the CONSULTANT. 4. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT shall be based on monthly billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work described in Exhibit "A" shall not exceed the schedule given in Exhibit "B" (the Base amount) without prior written authorization from the Public Works Director. Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibit "A" as determined by the CITY. The CONSULTANT shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY and for furnishing of copies to the CITY, if requested. 5. LENGTH OF AGREEMENT. Completion dates or time durations for specific period of one year from date of signature of agreement. 6. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONSULTANT for this Project, whether paper or electronic, shall become the property of the CITY for use with respect to this Project, and shall be turned over to the CITY upon completion of the Project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONSULTANT hereby assigns to the CITY and CONSULTANT thereby expressly waives and disclaims, any copyright in, and the right to reproduce, all written material, drawings, plans, specifications or other work prepared under this agreement, except upon the CITY's prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONSULTANT shall, upon request of the CITY, execute any further document(s) necessary to further effectuatethis 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. Revised August 2003 Any modification or reuse by the CITY of documents, drawings or specifications prepared by the CONSULTANT shall relieve the CONSULTANT from liability under Section 14 but only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of this project, unless otherwise mutually agreed. 7. 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 employee of the CITY and are not entitled to any of the rights, benefits, or privileges of the CITY's employees, including but not limited to retirement, medical, unemployment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONSULTANT and the CONSULTANTs 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 subcontractors, as the CONSULTANT may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONSULTANT with its sub CONSULTANT (s) shall require the sub CONSULTANT to adhere to the applicable terms of this Agreement. 8. CONTROL. Neither the CITY nor its officers, agents or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANTs employees except as herein set forth, and the CONSULTANT expressly agrees not to represent that the CONSULTANT or the CONSULTANT's agents, servants, or employees are in any manner agents, servants or employees of the CITY, it being understood that the CONSULTANT, its agents, servants, and employees are as to the CITY wholly independent contractors and that the CONSULTANT's obligations to the CITY are solely suchas are prescribed by this Agreement. 9. 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 sub CONSULTANTs, shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. Revised August 2003 10. 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. 11. STANDARD OF CARE. A. The CONSULTANT, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONSULTANT'S trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT'S employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this agreement, the CONSULTANT warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONSULTANT's professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONSULTANT to use due diligence under this sub -paragraph will render the CONSULTANT liable to the CITY for any increased costs that result from the CITY's later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 12. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include .but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. Revised August 2003 13. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONSULTANT shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 13, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONSULTANT, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONSULTANT without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONSULTANT shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. CONSULTANT shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 14. 14. INDEMNIFICATION AND HOLD HARMLESS. The CONSULTANT agrees to defend, indemnify, and hold harmless the City of National City, its officers and employees, against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONSULTANT's negligent performance of this Agreement. 15. WORKERS' COMPENSATION. The CONSULTANT shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Government Code and all amendments thereto; and all similar state or Federal acts or laws applicable; and shall indemnify, and hold harmless the CITY and its officers, and employees from and against all claims, demands, payments, suits, actions, proceedings and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the CONSULTANT under this Agreement. 16. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its subcontractors, when applicable, to 9 Revised August 2003 purchase and maintain throughout the term of this agreement, the following insurance policies: X0 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 non -owned vehicles. C. Comprehensive general liability insurance, with minimum limits of $1,000,000 combined single limit per occurrence, covering all bodily injury and property damage arising out of its operation under this Agreement. D. Workers' compensation insurance covering all of CONSULTANT's employees. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY of cancellation or material change. F. Said policies, except for the professional liability and worker's compensation policies, shall name the CITY and its officers, agents and employees as additional insureds. G. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONSULTANT shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agree- ment. H. Any aggregate insurance limits must apply solely to this Agree- ment. I. Insurance shall be written with only California admitted companies which hold a current policy holder's alphabetic and financial size category rating of not less than A VIII according to the current Best's Key Rating Guide, or a company equal financial stability that is approved by the City's Risk Manager. J. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY's Risk Manager. If the CONSULTANT does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. 17. 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 /0 Revised August 2003 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. 18. MEDIATION/ARBITRATION. If a dispute arises out of or relates to this Agreement; or the breach thereof, the parties agree first to try, in good faith, to settle the dispute by mediation in San Diego, California, in accordance with the Commercial Mediation Rules of the American Arbitration Association (the "AAA") before resorting to arbitration. The costs of mediation shall be borne equally by the parties. Any controversy or claim arising out of, or relating to, this Agreement, or breach thereof, which is not resolved by mediation shall be settled by arbitration in San Diego, California, in accordance with the Commercial Arbitration Rules of the AAA then existing. Any award rendered shall be final and conclusive upon the parties, and a judgment thereon may be entered in any court having jurisdiction over the subject matter of the controversy. The expenses of the arbitration shall be borne equally by the parties to the arbitration, provided that each party shall pay for and bear the costs of its own experts, evidence and attorneys' fees, except that the arbitrator may assess such expenses or any part thereof against a specified party as part of the arbitration award. 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 CITY, and the CONSULTANT shall be entitled to receive just sand equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONSULTANT's breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 6. E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONSULTANT; (2) a reorganization of the CONS' 1LTANT 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 11 Revised August 2003 overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: To the CITY: Reberto Saucedo Director of Public Works/Special Projects City of National City 2100 Hoover Avenue National City, CA 91950-6530 To the CONTRACTOR: PBS&J 9275 Sky park court suite 200 San Diego, CA 92123 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. " 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. 2. Revised August 2003 ❑ If checked, the CONSULTANT shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONSULTANT shall file a Statement of Economic Interests with the City Clerk of the City of National City in a timely manner on forms which the CONSULTANT shall obtain from the City Clerk. The CONSULTANT shall be strictly liable to the CITY for all damages, costs or expenses the CITY may suffer by virtue of any violation of this Paragraph 21 by the CONSULTANT. 22. MISCELLANEOUS PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. H. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. I. Entire Agreement. This Agreement supersedes any prior agree- ments, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. J. Successors and Assigns. This Agreement shalt be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. K. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (iii) each party has actively participated in the I� Revised August 2003 drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY PBS&J, INC. (Two signatures required for a corporation) By: By: Nick Inzunza, Mayor (Name) (Title) APPROVED AS TO FORM: By: George H. Eiser, Ill (Name) City Attorney (Title) Revised August 2003