HomeMy WebLinkAbout2008 CON AK & Company - Consulting Services SB 90 CostsAGREEMENT
BY AND BETWEEN
THE CITY OF NATIONAL CITY
AND
AK AND COMPANY
THIS AGREEMENT is entered into this 25th day of August, 2008, 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.
Jeanette Ladrido, Finance Director 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 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 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.
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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
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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
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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
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 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 Califomia 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 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 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 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
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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 Califomia 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 Califomia 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. Attomey's fees to the
prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's
fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual
amount of attomey's fees incurred by the prevailing party.
19. 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, Califomia, 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.
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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 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 Califomia) 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:
Jeanette Ladrido, CPA
City of National City
1243 National City Boulevard
National City, CA 91950-4301
To CONTRACTOR: 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.
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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 Govemment 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.
0 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 Califomia.
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
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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.
1N 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
AK & Company
(Corporation — signatures of two corporate officers)
(Partnership — one signature)
(Sole proprieto — one signet
By:
Anita erersi Wo
. la.)W
, P ncipal
By:
(Name)
(Print)
(Title)
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Exhibit "A"
Contract Number: 09-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 17, 2009, prepare and submit SB 90 claims to the State Controller's
Office, according to the State Controller's 2008 Annual Claiming Instructions.
b) Prepare and submit new or reinstated SB 90 claims, according to Claiming
Instructions issued during the 2008-2009 fiscal year. Claims covered under this
section are those with a claim due date other than February 17, 2009.
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, 2009.
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, 2009, 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 two thousand dollars ($2,000) or 25% of the value of all
claim years filed, whichever is less, for each new mandate filed. The minimum fee for
each new mandate filed will be $375, based on an hourly rate of $125. The fee will
be invoiced following each new filing deadline.
City of National City
1 - ak & company June 12, 2008
Exhibit "A"
Contract Number: 09-N CITY
THEREFORE, The City and the Consultant execute this Agreement as of the date below.
ATTEST:
Date:
By:
(City Official)
Title:
Date:
ak & comp
By:
Date:
/
Anita Kerzsi Worlow, Principal
City of National City
1 - ak & company June 12, 2008
N
ry
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: August 25, 2008. ak & comp v
(Compan
.----- ,03,,./.
By:
(Sig ature of Authon ed epresentative)
Anita Kerersi Worlow
(Name and Title)
GoIRD. CERTIFICATE OF LIABILITY
INSURANCE OP ID "'.."I'""'~ "'`
A»-1 02/0109
rleopucE♦i
Coastal Valley Insurance Serv.
Lie. OB94546
2865 Sunrise Blvd. Suite 102
Rancho Cordova CA 95742
Phone:916-436-2600 Fax:916-436-200
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND•CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. IHIS CERTIFICATE DOES NOT AMEND. EXTEND OR
ALTER 'TNCOVERAGE AFFORDED BY THE POLICIES BELOW.
INSURERS AFFORDING COVERAGE
NAIC 0
amuses
A.K. and companyINSURER9:
eta Wor1oN_
Sacramento KerseyCL 9g,. Ste. M
4
►4SURER A: )Yrytand 'mammary Xa.uram. Co
foaston Casualty Co.
C: Allied Insurance Company
42579
INSURER Cr
INSURER Et
COVERAGES
THE POLICIES OP MSURANCE LISTED BELOMIINAVE IEE+4ISSUES TO THE MSUREP NAMEDABOVE FOR T?(E POLICYPERIO0INOIGITER N01\MT1f5TANP*$G
N4Y REOUtl1ENENT, TG I O1 CONDITION 0r ANT CONTRACTOR OTNER 000uueNT VITN REB►ECT TO V*IICH 1NI5 CERTIFICATE MAY EC ISSUED OR
MAY.PERTA84.THE NSURANCE AF:OROED BY THE POLKJES Dat HEREPVR SUBJECT TO ALL.THE TI 6,EXO USIIX46' ANO C014DRION6. DE SUCH
fOLKae& AGGREGATE LMRS 5Nom NAY HAVE BEEN REDucED BY PAD C1A.AS.
usihmel
TYPO OI+k/JU11NMCE
POIJGY NUM6ER
DAIM I
GA IMUfO0MYY1
wins
oENERAL uAM.nY
61414 000VRRENw
5 1, 000 , 000
A
X
X
COMUERCALGENERAL LIABILITY
PAS01066531
09/01/07
08/01/08
Udeontpiv
11,000,000
louses MADE 0 OCCUR
MED Eta toy ar p oen)
s 10, 000
PERSONAL & AOV q/JURY
:Excluded
GENERAL' AGGREGATE
s 2,000,000
GENT.AGGREGATE
LAW PER:
PRODUCTS • COMMPr0PAGO
12,000,000
/1
POLICY n Loc
A!
0 01N.E UAaIUTY
ANYAUTO
IlnAoc3tlRy1 HNED SINGLE UFBT
51,00.0.,.000
ALL 01A *D AUTOS
SOAP:W .ED AUTOS
BODAN WARY
VWpn011)
s
A
X
X
NREDAvtos
NON-0MNEDANDS
PAS01066531
08/01/07
08/01/06
Doak
IP>1L�Y
s
MUMMY DAMAGE
Wersaimm
s
6*M8UA9U?Y
AUTOONLY•EAACGDENT
s
04MAUTD
om N m.0 AACC
$
AUTO ONLY: AOG
S
OMMIINWPMLLAUMMLAN
EACH OCCL RENCE
s
DOCCUR ❑ CIA MADE
AGGREGATE
5
s
1
'IoEDuCTIELE
RETEMWIN 5
a
WORKERS COMPONSAT10NAND
EMI' amens UMM Y
'
ITOR_Y L AIMITS L rg
ANY PR0PRIFT0& AATNENEXECitNE
E.L. EACH AOCl0f14T
5
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f
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s"'A KTIb rom
E.. DSEMEA• POLICY LM�I+T
s
A
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OTHER
Personal Property
Prof Liability
106119W1044:32 2.200 ass:
11708145N 1,000 oo0
j
08/01/07 1
09/01/07 a
08/01/09
OB/01/08
DESCRMM Or OrERAT1gN5 M LOCATIONS M VEHI
(C) Pars Auto: Allied Ins
bed: Cazap:250/Coll 500 Cancellation
caAosllatiou for non payment
addl insd as respects to general
City
.E5 / E> CLUOIONS A0080 IIV E,m0RSETENT M WKWC PROMSIONS
co PPC11651411 03-17-0.7 to-- 0• 7-09- 50,000. CSL
exception: 10 days notice of
of Pressiuma.Certlficate bolder is.listed as•
liability.Job: SB90 Consulting for National
CANCELLATION
NATIO-7
National City
Norma
1243 National City Blvd
National City CA 91950
MOULD ANY OF THE ABOV9 DE$CNB[0 POUCIES OQ GAMINS, WQRP THE 6uPNATIoN
DATE THEREOF, THE FANG INSURER WILL D eessee TO'MAI. 30 DAYS warms
IMOTIOS TO TIIB FCRTIPIU►TE HOLOFR NANCE TO TRW LEFT. lloPPA9EUREAAA
RsMINNWOMS.
®ACORD CORPORATION 1988
ACORD 25 (2001108)
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
CG20100397
ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS SCHEDULED
PERSON OR ORGANIZATION
This endorsement modifies insurance provided under the foitowing:
COMMERCIAL GENERAL LIABILITY COVERAGE PART .
This endorsement changes the policy effective on the Inception date of the policy unless another date is indicated
below.
Endorsement effective
02-01-08
standard time
12:01 AM.
Policy Nb.
pAS0100531
'*1-.......c)
Named Insured A K and Company
Counter4igne
•
wanorisaa rteprssenmlve)
SCHEDULE
Name of Person or Organization: National City, Attn: Norma
1243 National City Blvd
National City, Ca 91950
(If no entry appears above, information required to complete this endorsement will be shown in the Declarations as
applicable to this endorsement)
WHO IS AN INSURED (Section II) Is amended to Include as an Insured the person or organization shown in the
Schedule, but only with respect to liability arising out of your ongging operations performed for that Insured.
a, 07 (3 97)
Cc 20 io o3 q
Cos y tgrst. Insurance Servroes Ma. pc., 1996
Page 1 of 1
�• CERTIFICATE OF LIABILITY
INSURANCE OP ID V ,C(+roow....t
ARAND-1 02/01/08
—'" s •
Coastal Valley Insurance Serv.
Liz. OB84S46
2865 Sunrise Blvd. Suits 102
Rancho Cordova CA 95742
Phone: 916-436-2600 Fax: 916-436-2610
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY ANO.CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. IS CERTIFICATE DOES NOT AMEND. EXTEND OR
ALTER TN L COVERAGE AFFORDED BY THE POLICIES BELOW.
INSURERS AFFORDING COVERAGE
NAIC #
INSURED
and
to NorZ oTr y
7331 KerssyCA 9e4 Ste. M
Sacramento
USURER A:
Is yla d a.o.iDr i..uta.on co
minim
Houston Casualty Co.
RC
Allied Insurance Company
42579
Q
INSURER E_
'
THE
ANY
M
IOudES.
sum
vat
POUPES OP nISURANCE LISTED BELOW NAVE MEET ISSUED TO THE POPPED SAWED AYONE FOR 111E PAAICY PERIOD IIENCATED. NO1V4 nISTANORIG
R OUrlg4GR, TERM OR COMMON OF ANY CONTRACT OR OTHER oOcL weKT WITH RESPECT TO 1M11CH THIS CERTIFICATE SAY se ISSUED OR
Y.PFRTADITNE MSURANCE AFFORDED BY THE POLICIES OESCRIB6QHEREINIS SUBJECT TO ALLT►E TEBS86,.EIOrLUSIONSANO CDIEXTIONS.Of SUCH
AGGREGATE LM1ts SHOVMI MAY HAVE BEEN REDUCED BY PAD MA AS.
sax,
TYPE OF RgURANCE
PAY MJM
DA 1M
DA mown ,
wean
A
X
GENERAL
LUAI UTT
csmOCALGEHERN.LIAe1Lm
lCLAra MA E p OCCUR
PAS01066531
,
08/01/07
08/01/08
$1, 000 , 000
EACH OCCURRENCE
X
P Wp.9
s1,000,000
PAEO EIv
s 10 , 000
(Apy us prim)
KAMO M L AOV ODUR'r
s Excluded
owes L AGGREGATE
s 2,000,000
PER:
PRooucTs •co*PaPADO
s 2,000,000
FG'E''R�IAGGREGATE pM�TAPPLIES
MAY ri
A
AUICMOBLE
UABIUTY
Nf V Aura
ALL MOW AUTOS
SCHSOM.EO AUTOS
P EDWTo6
NON.OVMMEDAVTO8
PAS01066531
08/01/07
08/01/08
assures 'tte
Ma SAUSNIO
s 1,00.04.000
___
BODILY INJURY
IPw /MirU
:
�_
X
tP Y
s
X
Mx sodium
ISAM
&UAMUTY
AiIYAUTO
AUTO ONLY -EAACCIDENT
s
OTIERTNW. Mott
i
AUTO OIH.Y; AOG
$
.
IXCESSIUM6RJB.LA
LIAINUTY
CLAMS MADE
EACH OCLTI/U.ENCE
s
DOCCUR
AOGREGAT@
3
DEOU0ITBLE
Rf i'ENYION i
S
i
SIMMERS
EMPLOYERS'
ANY PROMIE708
mp ynsER
SFLGW ►
COMPENSAT10NAN0
LUMPY
PARYNEAOoEd/tbt
OCCLUOe07
ITgRY L AMA1 ITS l
F..L. EwOI ACCIOe$T
s
Ss_ °WawE • FA siertoYRF
s
WI B wow
Et. DISEASE - POLICY OPT
1
A
8
OTHER
Personal Property
Prof Liability
:nsoso.ssxi :,aoo oso:
11701143u 1,000,000 ,
08/01/07
08/01/07 c
I 00/01/08
OB/01/08
DESCAOPUON of OPERATIONS f LOCATIONS t VEHICLES f QCLUMONS ADDED BY ENDORSEMENT f SPECIAL PROVISIONS
(C) Pero Auto: Allied Ins oo PPE1-1651411 03-1,-•97- te•- 0• 7-08- 500, 000 CSL
Dad: Coap:250/Coll 500 Cancellation exception: 10 days notice of
canoslla.tior for non payment of premiuma.Certificate holder is listed as-
addl insd as respects to general liability. lob: S890 Consulting for National
City
CERTIFICATE_ HOLDER
CANCELLATION
NATIO-7
National City
Norma
1243 National City Blvd
National City CA 91950
ACORD Z5 (2001105)
010IILD ANY OF THE ABOVE DESCRIBED POLICIES Bfz CANea&Eo woo THE OIPBATIDN
.DATE TIIEIIEOF.TIIE f*$U!NM INSURER WILL CI VOA MANL 30 mays mum*
Is0flC 1 TO The POMPKVIII NOLOFR WARD TO MS LEFT.
r; 'e/Y e:/"Z
ACORD CORPORATION 19811
THIS ENDORSEMENT CHANGES THE POUCY. PLEASE READ IT CAREFULLY.
CG 2010 03 97
ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS SCHEDULED
PERSON OR ORGANIZATION
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART .
This endorsement changes the policy effective on the inception dpte of the policy unless another date is indicated
below.
Endorsement effective
02-01-08
standard time
12:01 AM.
Policy No.
PAS0100531
Counter*.gnecrjAiwiL‘q • -‘,.%
Named Insured A K and Company
(Au fl r2ad Representative)
SCHEDULE
Name of Person or Organization: National City, Attn: Norma
1243 National City Blvd
Natbnal City, Ca 91950
(If no entry appears above, information required to complete this endorsement will be shown In the Declarations as
applicable to this endorsement)
WHO IS AN INSURED (Section II) Is amended to Include as an Insured the person or organization shown in the
Schedule, but only with respect to liability arising out of your ongcf ng operations performed for that insured.
CL 097 (3-97)
CG 2010 03 97
Copydpnt knurance Services Office. 996 Page 1 Cr 1
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
September 9, 2008
Ms. Anita Kerersi Worlow
Principal
AK & Company
3531 Kersey Lane, Suite M
Sacramento, CA 95864
Dear Ms. Worlow,
On August 25th, 2008, 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