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HomeMy WebLinkAbout2009 CON AK & Company - Consulting Services SB 90 CostsRECEIVED AUG 1 2 2009 RECEIVED AUG 1 0 2009 AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND ak & company THIS AGREEMENT is entered into this 16th day of July, 2009, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and AK & Company (the "CONTRACTOR"). RECITALS WHEREAS, the CITY desires to employ a CONTRACTOR to provide Consulting Services to prepare and file mandated cost reimbursement claims. WHEREAS, the CITY has determined that the CONTRACTOR is a consultant and is qualified by experience and ability to perform the services desired by the CITY, and the CONTRACTOR is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONTRACTOR. The CITY hereby agrees to engage the CONTRACTOR and the CONTRACTOR hereby agrees to perform the services hereinafter set forth in accordance with all terms and conditions contained herein. The CONTRACTOR represents that all services required hereunder will be performed directly by the CONTRACTOR or under direct supervision of the CONTRACTOR. 2. SCOPE OF SERVICES. The CONTRACTOR will perform services as set forth in the attached Exhibit "A". The CONTRACTOR 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 CONTRACTOR shall appear at meetings cited in Exhibit "A" to keep staff and City Council advised of the progress on the project. The CITY may unilaterally, or upon request from the CONTRACTOR, from time to time reduce or increase the Scope of Services to be performed by the CONTRACTOR under this Agreement. Upon doing so, the CITY and the CONTRACTOR agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services, not to exceed a factor of 10% from the base amount. 3. PROJECT COORDINATION AND SUPERVISION. Tess Limfueco, Financial Services Officer, hereby is designated as the Project Coordinator for the CITY and will monitor the progress and execution of this Agreement. The CONTRACTOR shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONTRACTOR. Anita Kerersi Worlow thereby is designated as the Project Director for the CONTRACTOR. 4. COMPENSATION AND PAYMENT. The compensation for the CONTRACTOR 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 "A" (the Base amount) without prior written authorization from the Finance 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 CONTRACTOR 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. ACCEPTABILITY OF WORK. The City shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement and the amount of compensation due. In the event the CONTRACTOR and the City cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONTRACTOR in this Agreement, the City or the CONTRACTOR shall give to the other written notice. Within ten (10) business days, the CONTRACTOR and the City shall each prepare a report which supports their position and file the same with the other party. The City shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONTRACTOR. 6. LENGTH OF AGREEMENT. Completion dates or time durations for specific portions of the Project are set forth in Exhibit "A". 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONTRACTOR 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 CONTRACTOR hereby assigns to the CITY and CONTRACTOR 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 CONTRACTOR shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. The CONTRACTOR agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium or method utilize the CONTRACTOR written work product for the CITY's purposes, and the CONTRACTOR 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 City's Standard Agreement — June 2008 revision Any modification or reuse by the CITY of documents, drawings or specifications prepared by the CONTRACTOR shall relieve the CONTRACTOR from liability under Section 14 but only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of this project, unless otherwise mutually agreed. 8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners or joint venturers with one another. Neither the CONTRACTOR nor the CONTRACTOR'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 CONTRACTOR and the CONTRACTOR'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 CONTRACTOR and its employees. Neither this Agreement nor any interest herein may be assigned by the CONTRACTOR without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONTRACTOR from employing or hiring as many employees, or subcontractors, as the CONTRACTOR may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONTRACTOR with its subcontractor(s) shall require the subcontractor to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CITY nor its officers, agents or employees shall have any control over the conduct of the CONTRACTOR or any of the CONTRACTOR's employees except as herein set forth, and the CONTRACTOR expressly agrees not to represent that the CONTRACTOR or the CONTRACTOR's agents, servants, or employees are in any manner agents, servants or employees of the CITY, it being understood that the CONTRACTOR, its agents, servants, and employees are as to the CITY wholly independent CONTRACTORs and that the CONTRACTOR's obligations to the CITY are solely such as are prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONTRACTOR, 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 CONTRACTOR, and each of its subcontractors, shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES, PERMITS, ETC. The CONTRACTOR represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONTRACTOR represents and covenants that the CONTRACTOR 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 CONTRACTOR to practice its profession. 12. STANDARD OF CARE. A. The CONTRACTOR, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily 3 City's Standard Agreement — June 2008 revision exercised by members of the CONTRACTOR'S trade or profession currently practicing under similar conditions and in similar locations. The CONTRACTOR shall take all special precautions necessary to protect the CONTRACTOR'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 CONTRACTOR 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 CONTRACTOR's professional performance or the furnishing of materials or services relating thereto. C. The CONTRACTOR is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONTRACTOR 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 CONTRACTOR has notified the CITY otherwise, the CONTRACTOR 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 CONTRACTOR to use due diligence under this sub -paragraph will render the CONTRACTOR liable to the CITY for any increased costs that result from the CITY's later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 13. NON-DISCRIMINATION PROVISIONS. The CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONTRACTOR certain confidential information to enable the CONTRACTOR to effectively perform the services to be provided herein. The CONTRACTOR shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONTRACTOR 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 CONTRACTOR, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONTRACTOR without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONTRACTOR 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 CONTRACTOR 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 4 City's Standard Agreement — June 2008 revision CONTRACTOR 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. CONTRACTOR shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 14. 15. INDEMNIFICATION AND HOLD HARMLESS. The CONTRACTOR agrees to defend, indemnify, and hold harmless the City of National City, its officers and employees, against and from any and all liability, Toss, 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 CONTRACTOR's negligent performance of this Agreement. 16. WORKERS' COMPENSATION. The CONTRACTOR 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 CONTRACTOR under this Agreement. 17. INSURANCE. The CONTRACTOR, 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: X A. If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("any auto"). C. Commercial general liability insurance, with minimum limits of $1,000,000 per occurrence/$2,000,000 aggregate, covering all bodily injury and property damage arising out of its operations under this Agreement. D. Workers' compensation insurance in an amount sufficient to meet statutory requirements covering all of CONTRACTOR'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the City. Said endorsement shall be provided prior to commencement of work under this Agreement. 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 Toss 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 workers' compensation policies, shall name the CITY and its officers, agents and employees as additional insureds, and separate additional insured endorsements shall be provided. G. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONTRACTOR shall maintain such insurance coverage for three years 5 City's Standard Agreement — June 2008 revision after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. H. Any aggregate insurance limits must apply solely to this Agreement. 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. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. J. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY's Risk Manager. If the CONTRACTOR 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. K. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. 18. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of -court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 19. MEDIATION/ARBITRATION. If a dispute arises out of or relates to this Agreement, or the breach thereof, the parties agree first to try, in good faith, to settle the dispute by mediation in San Diego, California, in accordance with the Commercial Mediation Rules of the American Arbitration Association (the "AAA") before resorting to arbitration. The costs of mediation shall be borne equally by the parties. Any controversy or claim arising out of, or relating to, this Agreement, or breach thereof, which is not resolved by mediation shall be settled by arbitration in San Diego, California, in accordance with the Commercial Arbitration Rules of the AAA then existing. Any award rendered shall be final and conclusive upon the parties, and a judgment thereon may be entered in any court having jurisdiction over the subject matter of the controversy. The expenses of the arbitration shall be borne equally by the parties to the arbitration, provided that each party shall pay for and bear the costs of its own experts, evidence and attorneys' fees, except that the arbitrator may assess such expenses or any part thereof against a specified party as part of the arbitration award. 20. TERMINATION. A. This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 60-day's written notice to the CONTRACTOR. During said 60-day period the CONTRACTOR shall perform all services in accordance with this Agreement. 6 City's Standard Agreement — June 2008 revision 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 CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR, whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONTRACTOR 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 CONTRACTOR'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 CONTRACTOR; (2) a reorganization of the CONTRACTOR for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONTRACTOR. 21. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: To CITY: To CONTRACTOR: Jeanette Ladrido, CPA City of National City 1243 National City Boulevard National City, CA 91950-4301 ak & company 3531 Kersey Lane, Suite M Sacramento, CA 95864 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. 7 City's Standard Agreement — June 2008 revision 22. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONTRACTOR 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 CONTRACTOR also agrees not to specify any product, treatment, process or material for the project in which the CONTRACTOR has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The CONTRACTOR shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONTRACTOR 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 CONTRACTOR has a financial interest as defined in Government Code Section 87103. The CONTRACTOR 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 CONTRACTOR shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONTRACTOR 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 CONTRACTOR shall obtain from the City Clerk. The CONTRACTOR 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 CONTRACTOR. 23. MISCELLANEOUS PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. 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 agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or 8 City's Standard Agreement — June 2008 revision promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. J. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. K. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY Bv: is Za: , City Manager APPROVED AS TO FORM: AK & Company (Corporation - signatures of two corporate officers) (Partnership - one signature) (Sole propri/ship - one sigature) By: ,rr By: George H. Eiser, III City Attorney Artita'Kerersi Worlow, I?rincipal (Nam Vt (Print) kcu&c/(t (Title) 1 9 City's Standard Agreement — June 2008 revision Exhibit "A" Contract Number: 10-N CITY FOR PROVISION OF PROFESSIONAL CONSULTING SERVICES TO THE CITY OF NATIONAL CITY The City and Consultant mutually agree that Consultant will perform the following: 1) Scope of Service. Consultant will perform in a professional manner the following services: a) By February 16, 2010, prepare and submit SB 90 claims to the State Controller's Office, according to the State Controller's 2009 Annual Claiming Instructions. b) Prepare and submit new or reinstated SB 90 claims, according to Claiming Instructions issued during the 2009-2010 fiscal year. Claims covered under this section are those with a claim due date other than February 16, 2010. c) Prepare and submit amended or late SB 90 claims, as necessary. d) Advise the City of State Controller's Office issues associated with any SB 90 claims prepared and submitted by the Consultant. e) Include both direct and indirect costs in SB 90 claims submitted by the Consultant. The Consultant may choose to use either the State Controller's ten percent (10%) indirect cost rate or choose to calculate a higher rate if necessary City financial records are available. 2) Term of Agreement. This Agreement shall become effective immediately upon signing and continue in effect until September 30, 2010. 3) Staff. "Consultant" includes all staff required to complete performance of this Agreement's services. Services included in this Agreement will be completed by the Consultant or under the Consultant's supervision. Any additional staff will be experienced in the SB 90 process. 4) Cost of Agreement and Method of Compensation - Annual, Amended and Late Claims. In exchange for the Consultant's provision of the above services, the City agrees to compensate the Consultant in a Fixed Fee in the amount of five thousand six hundred dollars ($5,600). This fee will be paid in two equal installments: Fifty percent (50%) or $2800 will be due and payable upon signing of the Agreement; fifty percent (50%) in February, 2010, following filing of Annual Claims. 5) Cost of Agreement and Method of Compensation - New or Reinstated Claims. In exchange for the Consultant's provision of the above services as they pertain to New or Reinstated Claims, the City agrees to compensate the Consultant in a Variable Fee not to exceed the amount of three thousand dollars ($3,000) or 20% of the value of all claim years filed, whichever is less, for new or reinstated mandates filed. The minimum fee for new mandates filed will be $400. The fee will be based on actual time and reimbursable expenses incurred in the claim preparation process. The fee will be invoiced following each new filing deadline. City of National City 1 - ak & company June 26, 2009 Exhibit "A" Contract Number: 10-N CITY THEREFORE, The City and the Consultant execute this Agreement as of the date below. By: Title: Date: (City Official) i V i Kr Gl i'l Q ak & comp By: Date: Anita ere si Worlow, Principal 9 City of National City 1 - ak & company June 26, 2009 - CALIFORNIA -H NATIONAL CITY �aaa4 1NCORPORATRD City of National City (To be submitted only when there are no employees subject to Workers' Compensation) DECLARATION AND ADDENDUM TO ALL CONTRACTS AWARDED TO: ak & company For the purpose of inducing the City of National City to go forward with any contracts awarded to ak & company, I declare as follows: I, Anita Kerersi Worlow, Principal, am an independent contractor for the purposes of the California Workers' Compensation and Labor laws. I will hire no employees other than my parents, spouse, or children for work required for any bid or contract awarded to my company. All work required will be performed personally and solely by me, my parents, spouse, or children. If, however, I shall ever be required to hire employees or Subcontractors to perform this contract, I shall obtain Workers' Compensation Insurance and/or provide proof of Workers' Compensation Insurance coverage to the City of National City. This document constitutes a declaration by me against my financial interest, relative to any claims I should assert under the California Workers' Compensation and/or Labor laws against the City of National City relating to any bid or contract awarded to ak & company. I will defend, indemnify, and hold harmless the City of National City, its officers and employees, from any and all claims and liability, including Workers' Compensation claims and liability that may be asserted or established by any party in the event I hire an employee in violation of this addendum, and I will further indemnify the City of National City, its officers and employees, for all damages the City thereby suffers. I agree that these declarations shall constitute an addendum to any bid awarded to ak & company. Dated: June 26, 2009. ak & co BY Representative) Anita Kerersi Worlow (Name and Title) ACORD_ CERTIFICATE OF LIABILITY INSURANCE OP ID RG AKAND-1 DATE(MMIDD/YYYY) 07/01/09 VRODUCER Coastal Valley Insurance Serv. Lie. OB84546 2865 Sunrise Blvd. Suite 102 Rancho Cordova CA 95742 Phone: 916-436-2600 Fax: 916-436-2610 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC # INSURED A.K. and Company Anita Worlow 3531 Kersey Lane Ste. M Sacramento CA 95864 INSURER A Maryland Caoualty Inauranco Co INSURER B: Houston Casualty Co. INSURER Allied Insurance Company p Y 42579 INSURER D: INSURER E. COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO AU. THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. (NOR AMYL LTR INSRC TYPE OF INSURANCE POLICY NUMBER POLJCYEFFECTIVE DATE (MDD/YY) POLICY EXPIRATIONMI DATE (MMIDDIYY) LIMITS A X GENERAL X LABILITY COMMERCIAL GENERAL LABILITY PA5003659820 07/01/09 07/01/10 EACH OCCURRENCE S1,000,000 t OD Htuitu PREMisEsplocoxurence) s1,000,000 CLAIMS MADE l i l OCCUR MED EXP (Any one person) S 10,000 PERSONAL 8 ADV INJURY $ Excluded GENERAL AGGREGATE S 2,000,000 GENL AGGREGATE LIMIT APPLIES PER: ^ I POUcY n jEC n LOC PRODUCTS • COMP/OP AGG s 2,000,000 A AUTOMOBILE X LABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS PAS3659820 07/01/09 07/01/10 COMBINED SINGLE LIMIT IEe aa•.tdent) S 1, OOO , O OO BODILY INJURY (Per person) S BODILY INJURY (Per acadent) $ X PROPERTY DAMAGE (Per acadenl) S GARAGE LABILITY ANY AUTO AUTO ONLY - EA ACCIDENT S OTHER THAN EA ACC S AUTO ONLY. AGG $ EXCESSIUMBRELLA LIABILITY EACH OCCURRENCE S OCCUR n CLAIMS MADE DEDUCTIBLE RETENTION S AGGREGATE S $ S $ WORCOMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? H yos, dasc be under SPECIAL PROVISIONS below SAIT7IMBS R TORY LKERS EER ORL E L. EACH ACCIDENT S E L DISEASE • EA EMPLOYEE S E L. DISEASE • POLICY LIMIT S A B OTHER Personal Property Prof Liability PA53659820 10,300 H70814143 1,000,000 07/01/09 07/01/09 07/01/10 07/01/10 DESCRIPTION OF OPERATIONS / LOCATIONS 1 VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS (C) Pers Auto: Allied Ins Co PPC11651411 03-17-09 to 03-17-10 500,000 CSL Ded: Comp:250/Coll 500 Cancellation exception: 10 days notice of cancellation for non payment of premiums.Certificate holder is listed as additional insured as respects to general liability.Job: Consulting for the City of National City CERTIFICATE HOLDER CANCELLATION THEC118 The City of National City its elected officials, officers, agents and employees 1243 National City Blvd National City CA 91950 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL CUDC.&VORi6MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, L OR 7777777777���� o ACORD 25 (2001/08) ACORD CORPORATION 1988 UABILITY POLICY NUMBER: PAS003659820 COMMERCIAL GENERAL 2010 0704 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): The City of National City its elected officials,officers agents and employees Norma Urias 1243 National City Blvd National City,Ca 91950 Location(s) Of Covered Operations Consulting for the City of National City Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II Who is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability fur 'bodily injury", "property damage" cr 'personal and advertising injury" caused, in whole or in part, by: 1 . Your acts cr omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations fcr the additional insured(s) at the bcation(s) desig— nated above. CG 20 10 07 04 B. With respect to the insurance affuded to these additional insureds, the following additional exclu— sions apply. This insurance does not apply to `bodily injury" cr "property damage" occurring after 1 . All work, including materials, pats or equip— ment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the bcation of the covered operations has been completed; cr 2. That portion of "your work" out of which the injury a- damage arises has been put to its in— tended use by any person or organization other than another contactor or subcontractor en— gaged in performing operations fcr a principal as a part of the same project Copyright, ISO Properties, Inc., 2004 Page 1 of 1 0 dc & company INTRODUCTION 3531 Kersey Lane, Suite M Sacramento, CA 95864-1506 p. 916-972-1666 f. 916-972-1666 email: akcompany@um.att.com ak & company's experience and expertise in the preparation of State -mandated cost reimbursement claims can provide the City of National City a substantial financial benefit. ak & company's goal for each client is the timely submission of complete, accurate and defensible claims eligible for the maximum amount of State reimbursement. The company utilizes a comprehensive project plan to define the schedules, methods, timeframes, and all required information needed to support the City's claims. This process enlists the assistance of the City's employees to collect more valid data and also elicits improved cooperation from City staff members. ak & company presents this proposal as a company established in July, 2005. The principal, ANITA KEREZSI WORLOW, has over twenty-seven years of City, County and Special District experience. Most significantly, for the past twelve years Ms. Worlow has been responsible for the timely submission of local government mandated cost reimbursement claims and new market development. Additional local government experience includes employment as a contract lobbyist representing City and County interests, Controller for the CSAC Excess Insurance Authority, and Legislative Analyst with the California State of Association of Counties. ak & company is based in Sacramento. Ms. Worlow is extremely knowledgeable about the State's legislative processes and will provide timely information regarding Legislative actions relevant to the City of National City. She also attends the Commission on State Mandates' meetings and will keep the City informed of upcoming mandates and new test claims pertinent to the City of National City. As the Consultant filing claims on behalf of the City of National City for the past two years, Ms. Worlow has the benefit of already being acquainted with the City staff involved in this claiming process. She and staff from each department affected by an eligible mandate have developed an efficient plan for relevant data collection in a timely manner. 2008-2009: A Review Significant aspects pertaining to SB 90 mandate reimbursement occurred during the 2008-2009 fiscal year. • OMA/BAR and MRP Lawsuit — In late 2008, the State Appellate Court upheld the State Superior Court's previously issued writ of mandate, finding that the legislation which rendered Open Meetings Act (OMA), Brown Act Reform (BAR) and Mandate Reimbursement Process (MRP) not reimbursable and the decisions of the Commission on State Mandates (CSM) effectuating that legislation were contrary to law. These decisions. City of National City 1 — ak & company June 26, 2009 & company June 26, 2009 Ms. Tess Limfueco Financial Services Officer City of National City 1243 National City Blvd. National City, CA 91950 Dear Tess: 3531 Kersey Lane, Suite M Sacramento, CA 95864-1506 p. 916-972-1666 f. 916-972-1666 email: akcompany@um.att.com The City of National City continues to have an opportunity to receive additional revenue through State -mandated cost reimbursement (SB 90). Therefore, I am pleased to submit for your consideration the enclosed proposal and agreement for ak & company's provision of SB 90 claiming services. I will continue to utilize the claiming process I have developed over the past twelve years. To complete the Annual Claims, I will make a fall site visit to meet with you and department staff to discuss the eligible mandates and collect relevant information. To complete any New or Reinstated Claims, I will utilize e-mail, telephone and fax communications for data collection. If a claim is too multifaceted for this to be effective, I will complete another site visit to ensure the accuracy of data collected. The enclosed proposal and agreement contain cost provisions for Annual Claims as well as any New or Reinstated Claims. The cost for the known, ongoing Annual Claims remains a Fixed Fee, with no increase for FY 2009-2010. The cost for New or Reinstated claims is a capped Variable Fee. Due to the varied level of complexity for each New Claim, it is difficult to accurately predict the actual effort involved in each filing. This fee structure is intended to ensure the most equitable pricing for the City of National City. To engage ak & company on behalf of the City of National City, please review and return a City -completed copy of the Agreement for my signature. I will begin the upcoming year's claiming process immediately upon receipt of a signed Agreement. Should you have any questions or observations on the enclosed materials, please contact me in Sacramento at 916 972 1666. I look forward to working with you and other City staff in the upcoming year. Yourincerelyp Anita Kerersi Worlow Enclosures require the CSM to set aside its prior actions. The FY 2009-2010 Budget Conference Committee adopted retention of these mandates. This action may allow up to four back years to be eligible for filing in FY 2009-2010. "Exhibit C" evidences the amount of the City's last OMA/BAR claim filed. • State Controller's Field Audits — The State Controller's Office (SCO) continued to perform field audits typically targeted toward larger local agencies with higher dollar mandates. The SCO has also met with consultants to further delineate certain mandate components it will be reviewing more closely. 2009-2010: A Look Ahead • Mandate Funding — On June 17, 2009, the Assembly Budget Committee released its Summary of 2009-2010 State Budget Conference Committee Actions. The Conference Committee generally adopted the Legislative Analyst's recommended revisions to an earlier May Revision proposal and includes funding to pay for various law -enforcement, tax administration and voting process mandates. Final budget action is pending. • New Mandates - Currently, there are thirteen local agency Test Claims pending before the Commission on State Mandates. While it is certain that not all of these Test Claims will become reimbursable mandates, undoubtedly some will emerge as new SB 90 claims in FY 2009-2010. "Exhibit B" includes those most likely to be heard prior to the end of the fiscal year. PRODUCTS AND SERVICES INCLUDED IN THIS PROPOSAL The primary focus of ak & company is the timely filing of equitable state mandated cost reimbursement claims on behalf of the City of National City. This timely filing will benefit the City by eliminating any late assessments against the claims submitted. ak & company will file all eligible mandated cost reimbursement claims included in Claiming Instructions issued during Fiscal Year 2009-2010. These include the Annual Claims - Exhibit A and any New or Reinstated Claims — Exhibit B (if any, for all eligible years). The Professional Fees portion of this proposal contains cost provisions for Annual Claims as well as any New or Reinstated Claims. The cost for the known, ongoing Annual Claims remains a Fixed Fee. The cost for New or Reinstated claims is a capped Variable Fee as it is not known how many, if any, mandates may be included in this provision. As part of the Annual Claims provision, ak & company will notify the City of National City of the reimbursable components of any New or Reinstated claims. ak & company will not begin the data collection and claim preparation process until the City of National City provides written direction to proceed. In order to ensure a timely filing, this direction must be provided within three weeks of the initial notification of each New or Reinstated Claim. City of National City 2 — ak & company June 26, 2009 LOCATION AND DELIVERY OF SERVICES Once a contractual agreement is reached, Ms. Worlow and the City's SB 90 coordinator will determine a mutually agreeable date and time for an on -site visit. During that visit, Ms. Worlow will discuss eligible mandates with appropriate departmental staff and establish a timeframe within which to obtain pertinent data. If the coordinator so desires, Ms. Worlow will then work directly with staff within each department and continue to apprise the SB 90 coordinator of progress made. Once the data has been collected, the actual work will be completed in Sacramento, with necessary telephone, e-mail and fax correspondence with City of National City staff. Upon completion of SB 90 claims for the City of National City, Ms. Worlow will forward the claims to the City for review and signature. A copy of each claim will be included for the City's files. When the FAM-27 signature pages are returned, Ms. Worlow will hand deliver the signed claims to the State Controller's Office to ensure timely delivery. Once she has received the signed Claims Transmittal from the State Controller's Office, Ms. Worlow will forward a copy of the Transmittal to the City's SB 90 Coordinator to evidence submission of the City's claims. PROPOSED WORK PLAN ak & company's proposed work plan for the City of National City is intended to be proactive and methodical. It has been Ms. Worlow's experience that cities which identify and track their mandated activities throughout the fiscal year receive fewer claim reductions and inquiries from SCO Auditors. ak & company's approach to all claims included in the proposed Agreement is as follows: • Schedule at least one site visit per year to conduct meetings with individual departments affected by each mandate • Establish a workable timeframe and plan for Staff collection of data to be submitted to the Consultant in order for the Consultant to submit the claims prior to the claiming deadline • Review the timeframe according to the agreed upon schedule, and, if necessary, revise to accommodate City staffs timetables • Advise the City of National City staff regarding reliable and defensible types of source documentation • Provide insight as to how other cities are interpreting and claiming each mandate to ensure that nothing is overlooked or omitted • Collect relevant salary and expenditure data to prepare an Indirect Cost Rate Proposal (ICRP) for all departments included in the City's claims • Complete all eligible claims and provide the City with hard copies of the claims submitted • Hand deliver all signed claims to the State Controller's Office • Forward to the City of National City a copy of the Claims Transmittal signed by the State Controller's Office and acknowledging receipt of claims • If necessary, act as a liaison with the State Controller's Office in desk reviews or actual field audits. City of National City 3 — ak & company June 26, 2009 ak & company's approach to any New Claims will involve this same process, with additional initial steps: • Immediate notification to both the SB 90 Coordinator and affected departmental personnel once Parameters and Guidelines have been approved by the Commission on State Mandates • Subsequent notification to these individuals once the State Controller's Office has issued Claiming Instructions, to include a summary of the Claiming Instructions and a data collection form • Discuss possible reimbursement activity with the SB 90 Coordinator in order to determine whether or not the City of National City wishes ak & company to begin the data collection process. City of National City 4 — ak & company June 26, 2009 PROFESSIONAL FEES COST FOR ANNUAL, AMENDED AND LATE CLAIMS ak & company will complete each element of this proposal as it relates to the Annual Claims due on February 16, 2010 for a Fixed Fee of five thousand six hundred dollars ($5600). This includes one annual site visit and all fees and expenses incurred in the Annual Claim preparation process. METHOD OF PAYMENT ak & company will invoice the City of National City for all work proposed in two equal installments: The first in July, 2009, or upon approval of the Agreement, and the second in February, 2010 following the filing of the Annual Claims. COST FOR NEW OR REINSTATED CLAIMS ak & company will complete each element of this proposal as it relates to any New or Reinstated Claims for which claiming instructions are issued during FY 2009-2010 for a Variable Fee of no less than four hundred dollars ($400) and no more than three thousand dollars ($3000) or 20% of the total value of all claim years filed, whichever is Tess. The fee will be based on actual time and reimbursable expenses incurred in the claim preparation process. METHOD OF PAYMENT ak & company will invoice the City of National City in full for all work completed for each New or Reinstated Claim within thirty (30) days of each filing deadline. Thank you for your consideration of this proposal for the City of National City. If this proposal and terms of the Agreement are acceptable to the City of National City, please sign and return one copy of the enclosed Agreement to ak & company. ANITA KEREZSI WORLOW ak & company 3531 Kersey Lane, Suite M Sacramento, CA 95864 Phone: 916 972 1666 Cell: 916 203 8211 Fax: 916 972 1666 Email: akcompany@um.att.com City of National City 5 — ak & company June 26, 2009 & company 3531 Kersey Lane, Suite M Sacramento, CA 95864-1506 p. 916-972-1666 f. 916-972-1666 email: akcompany@um.att.com REIMBURSABLE STATE MANDATED COST PROGRAMS - CITIES - JUNE 30, 2009 PROGRAM NUMBER PROGRAM NAME 2 ABSENTEE BALLOTS 246 ADMINISTRATIVE LICENSE SUSPENSION 73 AIDS: SEARCH WARRANTS 213 ANIMAL ADOPTION 284 BINDING ARBITRATION 6 BRENDON MAGUIRE ACT 262 CRIME VICTIM'S DOMESTIC VIOLENCE INCIDENT REPORTS 266 DNA DATABASE 274 DOMESTIC VIOLENCE ARRESTS AND VICTIM ASSISTANCE 167 DOMESTIC VIOLENCE ARREST POLICIES AND STANDARDS 257 FALSE REPORTS OF POLICE MISCONDUCT 197 HEALTH BENEFITS FOR SURVIVORS OF PEACE OFFICERS AND FIREFIGHTERS 285 LOCAL RECREATIONAL AREAS: BACKGROUND SCREENINGS 41 MANDATE REIMBURSEMENT PROCESS 219 OPEN MEETINGS ACT/BROWN ACT REFORM 264 PEACE OFFICER PERSONNEL RECORDS: UNFOUNDED COMPLAINTS AND DISCOVERY 187 PEACE OFFICERS PROCEDURAL BILL OF RIGHTS 215 PHOTOGRAPHIC RECORD OF EVIDENCE 279 POST CONVICTION: DNA COURT PROCEEDINGS 255 POSTMORTEM EXAMINATION 127 RAPE VICTIMS COUNSELING CENTER NOTICES 120 STOLEN VEHICLE NOTIFICATION 163 THREATS AGAINST PEACE OFFICERS - EXHIBIT A - & company 3531 Kersey Lane, Suite M Sacramento, CA 95864-1506 p. 916-972-1666 f. 916-972-1666 email: akcompany@um.att.com NEW/FIRST TIME CLAIMS: PENDING CSM PARAMETERS AND GUIDELINES: LOCAL GOVERNMENT EMPLOYMENT RELATIONS (County of Sacramento and City of Sacramento) - Additional costs incurred by complying with the mandated PERB requirements CRIME STATISTIC REPORTS FOR THE DEPARTMENT OF JUSTICE (City of Newport Beach and County of Sacramento) -- Criminal Statistics Reporting Requirements and Requirements Spreadsheet IDENTITY THEFT (City of Newport Beach) - PROPOSED AMENDMENTS TO PARAMETERS AND GUIDELINES OPEN MEETINGS ACT/BROWN ACT REFORM - (Reinstated Claim) MANDATE REIMBURSEMENT PROCESS - (Reinstated Claim) PENDING TEST CLAIMS: CALIFORNIA PUBLIC RECORDS ACT (County of Los Angeles) - Actual costs of providing copies of public records to the public when those costs exceed the amount the local agency is allowed to charge ESSENTIAL SERVICES BUILDINGS (Sacramento Metro Fire) - Added costs to comply with the additional requirements on an existing police or fire department building or altering of those essential services buildings RESERVE PEACE OFFICER TRAINING (City of Kingsburg) - Additional POST training that is necessary due to changes in the law PEACE OFFICERS PROCEDURAL BILL OF RIGHTS II (City of Newport Beach) - Changes in the Reimbursable Reimbursement Methodology WASTE DISCHARGE REQUIREMENTS AND STORMWATER POLLUTION CONTROL REQUIREMENTS (LA County Cities) - Additional NPDES Permit costs OPEN MEETINGS ACT 11 (City of Newport Beach) - Revisit reimbursable components ETHICS TRAINING AND COMPENSATION FOR MEMBERS OF LOCAL AGENCY LEGISLATIVE BODIES (City of Newport Beach) - Additional costs to provide mandated ethics training CRIME STATISTIC REPORTS FOR THE DEPARTMENT OF JUSTICE (City of Newport & County of Sacramento) - Amended Test Claim - Additionally required DOJ reports EXHIBIT B - 6/1/2009 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 August 20, 2009 Ms. Anita Kerersi Worlow Principal AK & Company 3531 Kersey Lane, Suite M Sacramento, CA 95864 Dear Ms. Worlow, On July 16th, 2009, an Agreement was entered between the City of National City and AK and Company. We are enclosing for your records a fully executed original agreement. Michael R. Dalla, CMC City Clerk Enclosures cc: Finance Dept. ® Recycled Paper