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HomeMy WebLinkAbout2007 CON PBS&J - Consulting Services FY 2006-2007 WastewaterAGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND PBS&J THIS AGREEMENT is entered into this 20th day of March, 2007, 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 as -needed Financal, Wastewater consulting 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 W. 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. 3. PROJECT COORDINATION AND SUPERVISION Revised August 2003 Joe Smith 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" of $15,000 as the Base amount without prior written authorization from the CITY. Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with 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 AGREgMENT. Completion dates or time durations for specific period of one year from date of signature of agreement with the City having an option to extend, for anadditional one year at the same rate of compensation stated in section 4. 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 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. 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 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 CONSULTANTs agents, servants, or employees are in any manner agents, servants or employees of the CITY, it being understood that the CONSULTANT, its agents, servants, and employees are as to the CITY wholly independent contractors and that the CONSULTANTs 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. 10. LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever 3 Revised August 2003 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 CONSULTANTS trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall take all special precautions necessary to protect the CONSULTANTs 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 conceming the CONSULTANTs professional performance or the fumishing 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. 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 4 Revised August 2003 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 Govemment Code and all amendments thereto; and all similar state or Federal acts or laws applicable; and shall indemnify, and hold harmless the CITY and its officers, and employees from and against all claims, demands, payments, suits, actions, proceedings and judgments of every nature and description, including reasonable attomey's fees and defense costs presented, brought or recovered against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the CONSULTANT under this Agreement. 16. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its subcontractors, when applicable, to purchase and maintain throughout the term of this agreement, the following insurance policies: XQ A. If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. 5 Revised August 2003 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 CONSULTANTs 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 - 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. ment. For purposes of determining who is to be considered the prevailing party, it is stipulated that attomey'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. Attomey's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attomey's fees incurred by the CITY in its prosecution or defense of 6 Revised August 2003 the action, irrespective of the actual amount of attomey'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 bome equally by the parties. Any controversy or claim arising out of, or relating to, this Agreement, or breach thereof, which is not resolved by mediation shall be settled by arbitration in San Diego, Califomia, 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 CONSULTANTs 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 ovemight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, retum receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall 7 Revised August 2003 be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by ovemight mail, the business day following its deposit in such ovemight 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: Joe Smith Acting Director of Public Works 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 92123-4386 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 POUTICAL REFORM ACT OBUGATIONS. 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 Govemment Code Section 87103. The CONSULTANT represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. ❑ If checked, the CONSULTANT shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. 8 Revised August 2003 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) 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 9 Revised August 2003 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: on Morrison, Mayor APPROVED AS TO FORM: George H. Eiser, III City Attorney PBS&J, INC. (Two signatures required for a corporation) By: By: (Na (Title) (Na 4 o .;a - V? zne 4“ve - �P (Title) 10 Revised August 2003 An employee -owned company February 22, 2007 Mr. Joe H. A. Smith Acting Director of Public Works City of National City 1243 National City Blvd. National City, CA 91950-4301 SUBJECT: PROPOSAL TO PROVIDE FINANCIAL SERVICES FOR THE CITY OF NATIONAL CITY Dear Mr. Smith: In response to your request, PBS&J is pleased to submit this proposal to the City of National City (City) for financial consulting services. PBS&J has in the past provided financial consulting services for the City including, but not limited to, the annual tax roll administration for the City's sewer service charges, determination and billing of sewer service charges for the Navy, and preparation of the City's most recent sewer rate case. I. SCOPE OF SERVICES Our proposed Scope of Services is outlined in . Exhibit A. i!. FEES AND CONDITIONS Fees and Conditions are outlned in Exhibit *B.' We appreciate the opportunity of offering this proposal, and we look forward to working with you on this project. li you have any questions, please call our project manager, Karyn Keese.at (858) 514-1008. Respectfully submitted, PBS&J Aguilar Associate Vice President KK:jim c: Sara Maples, PBS&J File ItiAcentrACcotractstAll Proposal LetlersV(X- a ions l City Finanical Serviws.doc 9275 Sky Park Court, Ste. 200 • San Mega, CA 92123 • Telephone: 858-874-1810 • Fax: 858-514-1001 • www.pbsJ.com An employee -owned company EXHIBIT A SCOPE OF SERVICES AS NEEDED FINANCIAL SERVICES In response to your request, PBS&J is pleased to submit this proposal to you for financial services for the City of National City. I. SCOPE OF SERVICES Based on our current understanding of the Project, PBS&J will provide the following services: As Needed Financial 1 Accounting Tasks: This task provides for as needed financial services that include: A. Review of additional claim for capital costs from the City of San Diego and determination of whet the true costs are and discuss course(s) of action with National City Staff. B. Review the potential impacts of Secondary Treatment on the Cris sewer user rates. C. Update the City's current rate model with current budget cost to determine if sewer user rates are recovering current billings by the City of San Diego. D. Review the City's current capacity fee to determine if it is adequately recovering the costs of new development within the City. If fee is determined to be inadequate recommendations will be made to adjust the fee. IL ADOtT1ONAL SERVICE PBS&J will provide the following Additional Services, beyond the services included in Section I, Scope of Services: A. Attendance to additional meetings beyond those spectfically identified in Section 1. B. Assistance with public partk ipalon and communications, including planning and participation in public outreach programs, attendance to public meetings and workshops, etc. C. Any additional project related services not specifically included in Section I, Scope of Services. 9275 Sky Park Court, Ste. 200 • San Dkpo. CA 92123 • Telephone; one; 658-B74-1610 • Fax: 658-S 14-1001 • www.pbsj.com Exhibit A National City As Needed Page 2 of 2 11I. CLIENT FURNISHED SERVICES The following services or information will be provided by Client or its consultants: A. Copies of all relevant reports, studies, drawings, correspondence, and other relevant project information or data. B. Assign one person to serve as the Crient's project manager who has authority to represent the Client and will serve as the point of interface for all project issues and communications. C. A complete written description of all pertinent project information and issues, including all unusual or critical requirements of the Client. KK:jim c: Sara Maples, PBS&J FUe itiAdminContravtaAll Proposal LetlerMICK-Ntifional Cry Finanfcal Ser kes.doc PB! Jr An employee -owned company EXHIBIT B FEES AND CONDITIONS AS NEEDED FINANCIAL SERVICES 1. 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 $15,000. B. The fees for the Services described in Section 1I, Additional 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. A copy of the current Standard Rate Schedule is attached. KKjim c Sara Maples, PBS&J File RiAdminleararacbsiAll proposal Leaeravac4lonal car Finanicel Servkes.doc 9275 Sky Park Court, Ste. 200 • San Nego. CA 92123 • Telephone: 858-874-1810 • Fax: 858-514-1001 • www.pbsj.com PB9 An emptyee-owned company PBS&J CALIFORNIA ENVIRONMENTAL STANDARD RATE SCHEDULE EFFECTIVE JANUARY 1, 2007 ENGINEERING SERVICES Principal Engineer IV $219.00 Principal Engineer III 209.00 Principal Engineer H 189.00 Principal Engineer I 179.00 Supervising Engineer II 165.00 Supervising Engineer I 155.00 Senior Engineer III 139.00 Senior Engineer II 133.00 Senior Engineer I 123.00 Engineer HI 118.00 Engineer II 114.00 Engineer I 103.00 Engineering Aide 67.00 CONSTRUCTION RELATED SERVICES Senior Construction Manager $139.00 Construction Manager 124.00 Senior Project Engineer (Collat.) 129.00 Senior Field Representative* 108.00 Construction Management Rep. H* 92.00 Construction Management Rep.I* 84.00 Prevailing Wage Field Rep ** 114.00 Sr. Contract Administrator 104.00 Contract Administrator 82.00 OTHER PROFESSIONAL SERVICES Principal Professional -$185.00 Supervising Professional...„........ ............ 170.00 Sr. Professional IU1Sr. GIS Analyst 111 .- 145,00 Senior Professional II I Sr. GIS Analyst II . 135.00 Senior Professional I / Sr. GIS Analyst I 122.00 Professional / GIS Analyst II 101.00 Professional I / GIS Analyst I 88.00 MENSES AND ovum SERVICES In addition, identifiable BOWIRLIary costa that ara tam* attributable to the pagers such as reproduction costa telephone there* rteleage. Postage. ete, ere baled et actual est plus 15 pares* teener overhead and adonnietration plus 3 permit kr ineurame mats Principal Engineer IF and litigation support rates negotiated on contract by connect basis. Computer Aided peaking, hydrologic water, tswer, and Prewar:ter modeling, 018, automated mapping, database and web programming, etc, is charged 35 per labor Wm. • Non-Previa* Wsge • • Ptivreffing Wage Rate- Overtime, mil be charged at 1.25 them, and Sruidajm mad lichchns, 1.70 times the above rate& Ifepplicable, a vehicle anowance clg903.00 per math will be changed fer the um of a company vehicle assigned to a fiall.tinoe inspector. Thia monthly allowance will be prorated based upon hours worked kr part4bne inepection. Fees for Wynne& and expert witness services will be charged at $430.00 per boar with s 4.bour minimum per day. Fees for auboomeltant serviom provided are balkd it actual coot *II 15 percent to cover overheed and administration, pins 3 percent for insurance costa. PAYMENT ISMS A late payment finance charge at a rate (Ala percent per annum will be applied to any unpaid balance commeocing 30 days OUT the date of original invoice. This rate schedule is subject to annual andlor periodic revisions as necessary to accoomodate irdlationary trends. salary adjustments and the general costs of DESIGN & GRAPHIC SERVICES Senior Designer III $133.00 Senior Designer II 128.00 Senior Designer I 118.00 Designer Il 108.00 Designer I 97.00 CAD Technician III 92.00 CAD. Technician II 80.00 CAD Technician I 67.00 Graphics Designer II 97.00 Graphics Designer I 93.00 ENVIRONMENTAL SCIENCE Supervising Scientist $189.00 Senior Scientist III 179.00 Senior Scientist II 170.00 Senior Scientist I 135.00 Scientist III 125.00 Scientist II 115.00 Scientist I 98.00 Assistant Scientist 82.00 Research Assistant 57.00 business ADMINISTRATIVE SERVICES Senior Administrator $120.00 Senior Administrative Assistant III 95.00 Senior Administrative Assistant II 85.00 Senior Administrative Assistant I 80.00 Administrative Assistant HI 70.00 Administrative Assistant II 65.00 Administrative Assistant I / Clerk 57.00 1 \ sdnuaVordi \ Ad ma PBS&J STANDARD RATESNaar wag nit* 0107 cat Ltttglioc 9275 Sky Park C.ourt. Ste. 200 • San Diego, CA 92123 • Telephone: 858-874-1 81 0 • Fax: 858-S1 4-1001 • wrsv.pbsj.com ACGRQ CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 10/03/2006 PAODUCER (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 INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERT FICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES 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: Lloyds of London A XV INSURER B. INSURER C: INSURER D: INSURER E: THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR gqDDD'L LTR JNSRQ TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE IMM/DD/YYI POLICY EXPIRATION DATE (MM/DD/YY) LIMITS GENERAL UABIUTY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED PRFLIISFS IF. nrrurenrn) $ CLAIMS MADE OCCUR MED EXP (My one person) $ PERSONAL 3 ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER, PRODUCTS - COMP!OP AGG $ 7 POLICY n 7E8n LOC AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY ISJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY ANY AUTO AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC $ AUTO ONLY: AGG $ EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $ OCCUR CLAIMS MADE AGGREGATE $ DEDUCTIBLE RETENTION $ $ $ $ COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICERIMEMBER EXCLUDED? If yes, describe under SPECIAL PROVISIONS below WC STWORKERS IMIT FR TORYI S MIT EL. EACH ACCIDENT $ E.L DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ A Professional/ Pollution Liability LDUSA0600811 CLAIMS -MADE FORM 09/30/2006 09/30/2007 S1,000,000 Limits Ea Claim and Annual Aggregate 11/11/1961 Retrodate DESCRIPTION OF PERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED SY ENDORSEMENT / SPECIAL PROVISIONS Re:Tax Roll Admin FY 04/05. National City, City of Attn: Joe Smith 1243 National City Boulevard National City, CA 91950-4301 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE ,�/�, �l Meade Collinsworth/FVM��"u ` ~ ACORD 25 (2001108) FAX: (819)338-4594 ©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 (2001108) RESOLUTION NO. 2007 — 45 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE ACTING DIRECTOR OF PUBLIC WORKS TO EXECUTE AN AGREEMENT WITH PBS&J IN THE NOT TO EXCEED AMOUNT OF $15,000 TO PROVIDE AS NEEDED FINANCIAL WASTEWATER SERVICES FOR FISCAL YEAR 2006-2007 WHEREAS, the City desires to employ a consultant to conduct on -going as - needed financial wastewater consulting services for Fiscal Year 2006-2007; and WHEREAS, it has been determined that PBS&J is qualified by experience and ability to perform the services desired by the City, and PBS&J 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 in the not to exceed amount of $15,000 to provide as needed financial wastewater services for Fiscal Year 2006-2007. Said agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 20th day of Marc , 07. on Morrison, Mayor ATTEST: A Michael R. Della City Clerk APPROVED AS TO FORM: George H. Eiser, Ili City Attorney Passed and adopted by the Council of the City of National City, California, on March 20, 2007 by the following vote, to -wit: Ayes: Councilmembers Morrison, Natividad, Parra, Ungab, Zarate. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California /I City CIe#rk of the City of National City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2007-45 of the City of National City, California, passed and adopted by the Council of said City on March 20, 2007. City Clerk of the City of National City, California By: Deputy City of National City, California COUNCIL AGENDA STATEMENT MEETING DATE March 20, 2007 AGENDA ITEM NO. (IEM TITLE 8 Resolution of the City of National City authorizing the Mayor to renew an agreement with PBS&J in the amount of $15,000 to provide As -Needed Financial, wastewater consultant Services for fiscal year 2006- 2007. PREPARED BY DEPARTMENT Joe Smith Public Works EXPLANATION ( EXT. 4587) This is an on -going agreement to provide as needed financial, wastewater consultant services for wastewater rate analysis, evaluation of the City's existing sewage capacity, cost -sharing analysis for joint capital improvement projects, review contract for sewer transportation billing between the City of San Diego and National City, Navy billing and contract issues, staff training for rate modeling as well as any additional service requested by the City. This will be on a task order basis and may include any or all of the above - mentioned tasks. PBS&J and the project manager, Karyn Kcese has preformed as National City's as -needed financial, wastewater consultant for several years and does hold a National City business license. Ms. Keese is also the financial consultant for both the Metro Commission/JPA and the participating agencies technical advisory committee. One of Ms. Keese's duties with these two committees is to act as their representative during San Diego's audit process to insure the accuracy of all charges to the participating agencies for transportation and treatment of sewage to Point Loma treatment plant. She was also instrumental in the development of National City's sewer service rate structure. Ms. Keese's intimate knowledge of not only National City's system but the region as a whole gives her valuable insight to assist the city with any of the above mentioned tasks as an as -needed consultant. Environmental Review X N/A ` y V Financial Statement Approved By: The Contract is for consulting services on an as -needed base and the cost is not to exFicee ?55tpoer fiscal year without prior written authorization from the City. The details of the scope of services are outlined in Attachment "A". The fees and conditions are outlined in Attachment `B Account No 125-429-792-713 STAFF RECOMMENDATION Authorize the Mayor to renew the as -needed consulting agreement between the City of National City an PBS&J. BOARD / COMMISSION RECOMMENDATION N/A ATTACHMENTS ( Listed Below) Resolution No. 0 y 1. Attachment "A", Scope of Services 2. Attachment "B", Fees and Conditions 3. Agreement 4. Resolution 5. PBS&J Company Overview P1351 An employee -owned company February 22, 2007 Mr. Joe H. A. Smith Acting Director of Public Works City of National City 1243 National City Blvd. National City, CA 91950-4301 SUBJECT: PROPOSAL TO PROVIDE FINANCIAL SERVICES FOR THE CITY OF NATIONAL CITY Dear Mr. Smith: In response to your request, PBS&J is pleased to submit this proposal to the City of National City (City) for financial consulting services. PBS&J has in the past provided financial consulting services for the City including, but not limited to, the annual tax roll administration for the City's sewer service charges, determination and billing of sewer service charges for the Navy, and preparation of the City's most recent sewer rate case. I. SCOPE OF SERVICES Our proposed Scope of Services is outlined in Attachment A. 11. FEES AND COND1TiON8 Fees and conditions are outlined in Attachment "B.' We appreciate the opportunity of offering this proposal, and we look forward to working with you on this project. If you have any questions, please call our project manager, Karyn Keese at (858) 514-1008. Respectfully submitted, PBS&J o Aguilar Associate Vice President KK:jlm c: Sara Maples, PBS&J File H:1AdminlConbadsW Proposal I.efletslKK-Nabonsi City Rondos! Senioes.doc 9275 Sky Park Court, Ste. 200 • San Diego, CA 92123 • Telephone: 858-874-1810 • Fax: 858-514-1001 • www.pbsj.com PBS] An employee -owned company ATTACHMENT A SCOPE OF SERVICES AS NEEDED FINANCIAL SERVICES In response to your request, PBS&J is pleased to submit this proposal to you for financial services for the City of National City. 1. SCOPE OF SERVICES Based on our current understanding of the Project, PBS&J wilt provide the following services: As Needed Financial / Accountina Tasks: This task provides for as needed financial services that include: A. Review of additional daim for capital costs from the City of San Diego and determination of what the true costs are and discuss course(s) of action with National City Staff. B. Review the potential impacts of Secondary Treatment on the City's sewer user rates. C. Update the City's current rate model with current budget cost to determine if sewer user rates are recovering current billings by the City of San Diego. D. Review the City's current capacity fee to determine if it is adequately recovering the costs of new development within the City. If fee is determined to be inadequate recommendations will be made to adjust the fee. 11. ADDITIONAL SERVICES PBS&J will provide the following Additional Services, beyond the services induded in Section I, Scope of Services: A. Attendance to additional meetings beyond those specifically identified in Section I. B. Assistance with public participation and communications, including planning and participation in public outreach programs, attendance to public meetings and workshops, etc. C. Any additional project related services not specifically included in Section I, Scope of Services. 9275 Sky Park Court, Ste. 200 • San Diego, CA 92123 • Telephone: 858-874-1810 • Fax: 858-514-1001 • www.pbsj.cam Attachment A National City As Needed Page 2 of 2 IN. CLIENT FURNISHED SERVICES The following services or information witl be provided by Client or its consultants: A. Copies of ali relevant reports, studies, drawings, correspondence, and other relevant project information or data. 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. C. A complete written description of all pertinent project information and issues, including all unusual or critical requirements of the Client. KK:jlm c: Sara Maples, PBS&J File HAAdrianContracasAll Proposal 1e te&Xx-Naflonal city Finanical services.doc 3 An employee -owned company ATTACHMENT B FEES AND CONDITIONS AS NEEDED FINANCIAL SERVICES 1. 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 $15,000. B. The fees for the Services described in Section 11, Additional 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. A copy of the current Standard Rate Schedule is attached. KK:jlm c: Sara Maples, PBS&J File H:v+dminlCont actswa Proposal Letters1KK-National city Fnanical savioes.doc 9275 Sky Park Court, Ste. 200 • San Diego, CA 92123 • Telephone: 858-874-1810 • Fax: 858-514-1001 • www.pbsi.com rfxnnlirJ,b a whirM alixxa nen nii1i•11111 nor .wrvn N„. rm,wx, ry in..swam .x x.. m..wm ... PBS An employee -owned company PBS&J CALIFORNIA ENVIRONMENTAL STANDARD RATE SCHEDULE EFFECTIVE JANUARY 1, 2007 ENGINEERING SERVICES Principal Engineer IV $219.00 Principal Engineer III 209.00 Principal Engineer II 189.00 Principal Engineer I 179.00 Supervising Engineer II 165.00 Supervising Engineer I 155.00 Senior Engineer III 139.00 Senior Engineer II 133.00 Senior Engineer I 123.00 Engineer III 118.00 Engineer II 114.00 Engineer I 103.00 Engineering Aide 67.00 CONSTRUCTION RELATED SERVICES Senior Construction Manager $139.00 Construction Manager 124.00 Senior Project Engineer (Const.) 129.00 Senior Field Representative* 108.00 Construction Management Rep. I1* 92.00 Construction Management Rep. I* 84.00 Prevailing Wage Field Rep.** 114.00 Sr. Contract Administrator 104.00 Contract Administrator 82.00 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 135.00 Senior Professional I / Sr. GIS Analyst I 122.00 Professional II / GIS Analyst II 101.00 Professional I / GIS Analyst I 88.00 EXPENSES AND OUTSIDE SERVICES In addition, identifiable mwalary cats that are dirertly attriwtable to the project such as tepmductinn costs, telephone charge►, mik age, postage, eta, are billed at actual cot plus 15 percent to cover overhead and administration plus 3 percent kr insurance costa. Principal Engineer 1V and litigation support rates negotiated on a contract by contract basis. Computer Aided Drafting, hydrologic water, sewer, and stonnwater modeling, GIS, automated mapping, database and web programming, eta, is charged at 55 per labor how. • Non -Prevailing Wage " • Prevailing Wage Rate - Overtime will be charged et 1.25 times, and Sundays and holidays, 1.70 times the above rates. If applicable, a vehicle allowance of 5900.00 per month will be charged 1br the use as compenq vehicle assigned to a MR -time inspector. The !ninthly allowance will be promoted based upon hags worked for part -tune inspection. Fees for litigation and expert witness services will be charged at $4150.00 per hour with a 4-bour minimum per day. Fees for subcooeultant serviaa provided are billed at actual cost phis 15 percent to sever overbead and administration, plus 3 percent for insurance mate. PAYMENT TERMS A late payment finance charge at a rate of 18 percent per annum will be applied to any unpaid balance commencing 90 days Filter the date of original invoice. This rate erinduh is subject to annual and/or periods revwions as necessary to accommodate inflationary trends. salary adjustments and the general costs of business DESIGN & GRAPHIC SERVICES Senior Designer III $133.00 Senior Designer II 128.00 Senior Designer I 118.00 Designer II 108.00 Designer I 97.00 CAD Technician III 92.00 CAD Technician II 80.00 CAD Technician I 67,00 Graphics Designer II 97.00 Graphics Designer I 93.00 ENVIRONMENTAL SCIENCE Supervising Scientist $189.00 Senior Scientist III 179.00 Senior Scientist II 170.00 Senior Scientist I 135.00 Scientist III 125.00 Scientist II 115.00 Scientist I 98.00 Assistant Scientist 82.00 Research Assistant 57.00 L' admin\Jodl Athos PBSJ3 STANDARD RATFS\Rav neat etd ran 0107 on l.trbddoc ADMINISTRATIVE SERVICES Senior Administrator $120.00 Senior Administrative Assistant III 95.00 Senior Administrative Assistant II 85.00 Senior Administrative Assistant I 80.00 Administrative Assistant III 70.00 Administrative Assistant II 65.00 Administrative Assistant I / Clerk 57.00 9275 Sky Park Court, Ste. 200 • San Diego, CA 92123 • Telephone: 858-874-1810 • Fax: 858-514-1001 • www.pbsj.com 5 ACORD,„ CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 10/03/2006 PRODUCER (305)822-7800 FAX (305)827-0585 Collinsworth, Alter, Fowler, Dowling & French Group Inc. P. O. Box 9315 f i Lakes, FL 33014-9315 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERT FICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE MsuREo Post, Buckley, Schuh, & Jernigan, Inc. d/b/a PBS&J 2001 NW 107 Avenue Miami, FL 33172-2507 NAIC # INSURER Lloyds of London A XV INSURER R INSURER C. INSURER O INSURER E THE POLICIES ANY REQUIREMENT, MAY PERTAIN, POLICIES. AGGREGATE OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR,ADD'L LIR INSRC TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE IMMJDD? POLICY EXPIRATIONYYI DATE lMMJDD/YY1 LIMITS GENERAL UABWTY COMMERCIAL GENERAL LIABII.ITY EACH OCCURRENCE $ DAMAGE TO RENTED PREMISES (Ea nrnurnnrn) $ CI AIMS MADE n OCCUR MFD EXP (Any one person) $ GEM. PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ AGGREGATE LIMIT APPLIES PER PRODUCTS - COMP/OP AGG $ -- POLICY n JE T n LOC AUTOMOBILE LABILITY ANY AUTO ALL OWNLD AUTOS SCHEMA FO AUTOS HIRED AUTOS NON -OWNED AUTOS COMBINED SINGLE LIMIT (Ea accadent) $ — BODILY INJURY (Per person) $ BODILY NJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY ANY AUTO AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC $ AUTO ONLY. AGG $ EXCESS/UMBRELLA UABIUTY I 1 CI AIMS MADE EACH OCCURRENCE $ lOCCUR AGGREGATE $ DEDUCTIBLE RETENTION $ $ $ $ WORKERS COMPENSATION AND EMPLOYERS' LABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED', If yes. describe under SPECIAL PROVISIONS below WC STATU- OTII- TORY I IMRS FR E.L EACH ACCIDENT S E.L DISEASE - FA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ A OTH Professional/ Pollution Liability LDUSA0600811 CLAIMS -MADE FORM 09/30/2006 09/30/2007 51,000,000 Limits Ea Claim and Annual Aggregate 11/11/1961 Retrodate DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS Re:Tax Roll Admin FY 04/05. ER CANCELLATION National City, City of Attn: Joe Smith 1243 National City Boulevard National City, CA 91950-4301 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE Meade Col 1 i nsworth/FVM ��''0'� ACORD 26 (2001/08) FAX: (819)338-4594 ©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) AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND PBS&J THIS AGREEMENT is entered into this 20th day of March, 2007, 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 as -needed Finance!, Wastewater consulting 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. 3. PROJECT COORDINATION AND SUPERVISION. a Revised August 2903 Joe Smith 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° of $15,000 as the Base amount without prior written authorization from the CITY. Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibit `A' as determined by the CITY. The CONSULTANT shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY and for fumishing of copies to the CITY, if requested. 5. LENGTH OF AGREEMENT. Completion dates or time durations for specific period of one year from date of signature of agreement with the City having an option to extend, for anadditional one year at the same rate of compensation stated in section 4. 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 tumed 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. 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 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 CONSULTANT's employees except as herein set forth, and the CONSULTANT expressly agrees not to represent that the CONSULTANT or the CONSULTANTs agents, servants, or employees are in any manner agents, servants or employees of the CITY, It being understood that the CONSULTANT, its agents, servants, and employees are as to the CITY wholly independent 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. 10. LICENSES. PERMITS. ETC. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever 3 Revised August 2003 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 CONSULTANTS trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall take all special precautions necessary to protect the CONSULTANTs 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 govemmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONSULTANT's professional performance or the fumishing 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. 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 4 Revised August 2003 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 attomeys' 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 Califomia, the applicable provisions of Division 4 and 5 of the California Govemment Code and all amendments thereto; and all similar state or Federal acts or laws applicable; and shall indemnify, and hold harmless the CITY and its officers, and employees from and against all claims, demands, payments, suits, actions, proceedings and judgments of every nature and description, including reasonable attomey's fees and defense costs presented, brought or recovered against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the CONSULTANT under this Agreement. 16. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its subcontractors, when applicable, to 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. 5 Ez,-.)Revised August 2003 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 Bests 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 attomey'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. Attomey's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attomey's fees incurred by the CITY in its prosecution or defense of Revised August 2003 the action, irrespective of the actual amount of attomey'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 bome equally by the parties. Any controversy or claim arising out of, or relating to, this Agreement, or breach thereof, which is not resolved by mediation shall be settled by arbitration in San Diego, Califomia, 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 bome equally by the parties to the arbitration, provided that each party shall pay for and bear the costs of its own experts, evidence and attomeys' fees, except that the arbitrator may assess such expenses or any part thereof against a specified party as part of the arbitration award. 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 CONSULTANTs 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 overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, retum receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall 7 et Revised August 2003 be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by ovemight mail, the business day following its deposit in such ovemight 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: Joe Smith Acting Director of Public Works 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 92123-4386 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 Govemment Code Section 87103. The CONSULTANT represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. ❑ If checked, the CONSULTANT shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. 8 J5 Revised August 2003 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 govemed 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) 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 9 a Revised August 2003 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: Ron Morrison, Mayor (Na APPROVED AS TO FORM: George H. Eiser, Ill City Attomey (Title) A2604;2i V? By: � ,0-9 (Name) e ,,gar 1/p (Title) 10 J 7 Revised August 2003 An employee -owned company February 22, 2007 Mr. Joe H. A. Smith Acting Director of Public Works City of National City 1243 National City Blvd. National City, CA 91950-4301 SUBJECT: PBS&J COMPANY OVERVIEW PBS&J is a multi -service consulting engineering firm organized into technical divisions that integrate comprehensive environmental, civil, and transportation engineering; environmental sciences; architecture; construction management; and information technologies. PBS&J is one of only a few large, employee -owned engineering firms, that is consistently ranked among the top ten percent of design firms in the nation. Established 45 years ago, PBS&J has nearly 3,900 employees in 75 offices throughout the United States and abroad. We are currently ranked 21st by Engineering News Record, 3rd in pure design. Our Southern California staff includes more than 200 full-time employees in our San Diego, Encinitas, Orange, Riverside, and Los Angeles offices. Our local staff members are skilled in a wide range of disciplines, including specialties that include water and wastewater engineering, civil and structural engineering, transportation, planning, surveying, and financial management services for various public works projects for city, county, state, and federal agencies. At PBS&J our vision is to be recognized as the consultant of choice through sincere commitment to client service. We consistently offer services that are backed by the resources of a large national organization combined with the dedication to personal service often found from a small local firm. PBS&J 9275 Sky Park Court, ste. 200 San Diego, CA 92123 Ph: 858-874-1810 Fax: 858-514-1001 9275 Sky Park Court, Suite 200 • San Diego, California 92123 • Telephone: 858-874-1810 • Fax: 878-514-1008 • www.pbsj.com RESOLUTION NO. 2007 — RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE ACTING DIRECTOR OF PUBLIC WORKS TO EXECUTE AN AGREEMENT WITH PBS&J IN THE NOT TO EXCEED AMOUNT OF $15,000 TO PROVIDE AS NEEDED FINANCIAL WASTEWATER SERVICES FOR FISCAL YEAR 2006-2007 WHEREAS, the City desires to employ a consultant to conduct on -going as - needed financial wastewater consulting services for Fiscal Year 2006-2007; and WHEREAS, it has been determined that PBS&J is qualified by experience and ability to perform the services desired by the City, and PBS&J 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 in the not to exceed amount of $15,000 to provide as needed financial wastewater services for Fiscal Year 2006-2007. Said agreement is on file in the office of the City Clerk. PASSED AND ADOPTED this 20th day of March, 2007. Ron Morrison, Mayor ATTEST: Michael R. Dalla, City Clerk APPROVED AS TO FORM: George H. Elser, III City Attorney City of National City Office of the City Clerk 1243 National City Boulevard, National City, CA 91950-4397 Michael R. Della, CMC - City Clerk (619) 336-4228 Fax: (619) 336-4229 March 27, 2007 Mr. Ernesto Aguilar Associate Vice President PBS&J 9275 Sky Park Court, Suite 200 San Diego, CA 92123 Dear Mr. Aguilar, On March 20, 2007, Resolution No. 2007-45 was passed and adopted by the City Council of National City, authorizing execution of an agreement with PBS&J. We are enclosing for your records a certified copy of the above Resolution and a fully executed original agreement. Michael R. Dalla, CMC City Clerk Enclosures cc: Public Works Department ® RecyC!eU Paper