HomeMy WebLinkAbout2011 CON AK and Company - Consulting Services SB 90AGREEMENT
BY AND BETWEEN
THE CITY OF NATIONAL CITY
AND
ak & COMPANY
THIS AGREEMENT is entered into this 29th day of September, 2011, by and
between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and ak and
Company (the "CONSULTANT").
RECITALS
WHEREAS, the CITY desires to employ a CONSULTANT to provide Consulting
Services to include preparing and submitting SB 90 annual, amended or late claims to the State
Controller's Office and advise City of State Controller's Office issues associated with any SB 90
claims.
WHEREAS, the CITY has determined that the CONSULTANT and is a
consultant and is qualified by experience and ability to perform the services desired by the CITY,
and the CONSULTANT is willing to perform such services.
NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS
FOLLOWS:
1. ENGAGEMENT OF CONSULTANT. The CITY hereby agrees to
engage the CONSULTANT and the CONSULTANT hereby agrees to perform the services
hereinafter set forth in accordance with all terms and conditions contained herein.
The CONSULTANT represents that all services required hereunder will be
performed directly by the CONSULTANT or under direct supervision of the CONSULTANT.
2. SCOPE OF SERVICES. The CONSULTANT will perform services as
set forth in the attached Exhibit "A".
The CONSULTANT shall be responsible for all research and reviews related to
the work and shall not rely on personnel of the CITY for such services, except as authorized in
advance by the CITY. The CONSULTANT shall appear at meetings cited in Exhibit "A" to keep
staff and City Council advised of the progress on the project. City's duties under this Agreement
are to cooperate with Consultant in the performance of this Agreement and perform the specific
services listed in Exhibit `B", within the timeframes specified.
The CITY may unilaterally, or upon request from the CONSULTANT from time to time
reduce or increase the Scope of Services to be performed by the CONSULTANT under this
Agreement. Upon doing so, the CITY and the CONSULTANT agree to meet in good faith and
confer for the purpose of negotiating a corresponding reduction or increase in the compensation
associated with said change in services, not to exceed a factor of 10% from the base amount.
3. PROJECT COORDINATION AND SUPERVISION.
Leslie Deese, Assistant City Manager, hereby is designated as the Project
Coordinator for the CITY and will monitor the progress and execution of this Agreement. The
CONSULTANT shall assign a single Project Director to provide supervision and have overall
responsibility for the progress and execution of this Agreement for the CONSULTANT. Anita
Kerersi Worlow thereby is designated as the Project Director for the CONSULTANT.
4. COMPENSATION AND PAYMENT. Costs of Agreement and Method
of Compensation of Annual, Amended and Late Claims. In exchange for Consultant's provision
of the services, City agrees to compensate CONSULTANT in a Fixed fee in the amount of six
thousand six hundred dollars ($6600). This fee will be paid in two equal installments: Fifty
percent (50%) or $3300 will be due and payable within 30 days of City's receipt of invoice
following execution of the Agreement and fifty percent (50%) or $3300 will be due and payable
within 30 days of City's receipt of invoice in following filing of Annual Claims. Any penalties
incurred will be invoiced at this time. Costs of Agreement and Method of Compensation — New
Claims. In exchange for Consultant's provision of services, City agrees to compensate
Consultant based on each New Claim Program. For each New Claim Program, compensation
will consist of a Flat Fee in the amount of one thousand seven hundred fifty dollars ($1,750) for
up to three New Claim Program back year claim fillings, and an additional $150 for each
additional back year program claim filing.
The CONSULTANT shall maintain all books, documents, papers, employee time
sheets, accounting records, and other evidence pertaining to costs incurred and shall make such
materials available at its office at all reasonable times during the term of this Agreement and for
three (3) years from the date of final payment under this Agreement, for inspection by the CITY
and for furnishing of copies to the CITY, if requested.
5. ACCEPTABILITY OF WORK. The CITY shall decide any and all
questions which may arise as to the quality or acceptability of the services performed and the
manner of performance, the acceptable completion of this Agreement and the amount of
compensation due. In the event the CONSULTANT and the CITY cannot agree to the quality or
acceptability of the work, the manner of performance and/or the compensation payable to the
CONSULTANT in this Agreement, the CITY or the CONSULTANT shall give to the other
written notice. Within ten (10) business days, the CONSULTANT and the CITY shall each
prepare a report which supports their position and file the same with the other party. The CITY
shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of
performance and/or the compensation payable to the CONSULTANT.
6. LENGTH OF AGREEMENT. This Agreement shall become effective
immediately upon signing and continue in effect through September 30, 2012. This Agreement
may be extended by mutual consent of the parties for two consecutive periods.
7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The
Memoranda, Reports, Maps, Drawings, Plans, Specifications and other documents prepared by
the CONSULTANT for this Project, whether paper or electronic, shall become the property of
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the CITY for use with respect to this Project, and shall be turned over to the CITY upon
completion of the Project, or any phase thereof, as contemplated by this Agreement.
Contemporaneously with the transfer of documents, the CONSULTANT hereby
assigns to the CITY and CONSULTANT thereby expressly waives and disclaims, any copyright
in, and the right to reproduce, all written material, drawings, plans, specifications or other work
prepared under this agreement, except upon the CI'TY's prior authorization regarding
reproduction, which authorization shall not be unreasonably withheld. The CONSULTANT
shall, upon request of the CITY, execute any further document(s) necessary to further effectuate
this waiver and disclaimer.
The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce,
modify, assign, transfer, or in any other way, medium or method utilize the CONSULTANT'S
written work product for the CITY's purposes, and the CONSULTANT expressly waives and
disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to
intellectual property and artistic works.
Any modification or reuse by the CITY of documents, drawings or specifications
prepared by the CONSULTANT shall relieve the CONSULTANT from liability under Section
14 but only with respect to the effect of the modification or reuse by the CITY, or for any liability
to the CITY should the documents be used by the CITY for some project other than what was
expressly agreed upon within the Scope of this project. unless otherwise mutually agreed.
8. INDEPENDENT. Both parties hereto in the performance of this
Agreement will be acting in an independent capacity and not as agents, employees, partners or
joint venturers with one another. Neither the CONSULTANT nor the CONSULTANT'S
employees are employee of the CITY and are not entitled to any of the rights, benefits, or
privileges of the CITY's employees, including but not limited to retirement, medical, unemploy-
ment, or workers' compensation insurance.
This Agreement contemplates the personal services of the CONSULTANT and
the CONSULTANT'S employees, and it is recognized by the parties that a substantial
inducement to the CITY for entering into this Agreement was, and is, the professional reputation
and competence of the CONSULTANT and its employees. Neither this Agreement nor any
interest herein may be assigned by the CONSULTANT without the prior written consent of the
CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or
hiring as many employees, or subcontractors as the CONSULTANT may deem necessary for the
proper and efficient performance of this Agreement. All agreements by CONSULTANT 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 CONSULTANT or any of the CONSULTANT'S
employees except as herein set forth, and the CONSULTANT expressly agrees not to represent
that the CONSULTANT or the CONSULTANT's agents, servants, or employees are in any
manner agents, servants or employees of the CITY, it being understood that the CONSULTANT,
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its agents, servants, and employees are as to the CITY wholly independent CONSULTANTS and
that the CONSULTANT's obligations to the CITY are solely such as are prescribed by this
Agreement.
10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, in
the performance of the services to be provided herein, shall comply with all applicable State and
Federal statutes and regulations, and all applicable ordinances, rules and regulations of the City
of National City, whether now in force or subsequently enacted. The CONSULTANT and each
of its CONSULTANTS shall obtain and maintain a current City of National City business license
prior to and during performance of any work pursuant to this Agreement.
11. LICENSES, PERMITS, ETC. The CONSULTANT represents and
covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that
are legally required to practice its profession. The CONSULTANT represents and covenants that
the CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the term
of this Agreement, any license. permit, or approval which is legally required for the
CONSULTANT to practice its profession.
12. STANDARD OF CARE.
A. The CONSULTANT, in performing any services under this
Agreement, shall perform in a manner consistent with that level of care and skill ordinarily
exercised by members of the CONSULTANT'S trade or profession currently practicing under
similar conditions and in similar locations. The CONSULTANT shall take all special precautions
necessary to protect the CONSULTANT's employees and members of the public from risk of
harm arising out of the nature of the work and/or the conditions of the work site.
B. Unless disclosed in writing prior to the date of this agreement, the
CONSULTANT warrants to the CITY that it is not now, nor has it for the five (5) years
preceding, been debarred by a governmental agency or involved in debarment, arbitration or
litigation proceedings concerning the CONSULTANT's professional performance or the
furnishing of materials or services relating thereto.
C. The CONSULTANT is responsible for identifying any unique
products, treatments, processes or materials whose availability is critical to the success of the
project the CONSULTANT has been retained to perform, within the time requirements of the
CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly,
unless the CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that
all products, materials, processes or treatments identified in the project documents prepared for
the CITY are reasonably commercially available. Any failure by the CONSULTANT to use due
diligence under this sub -paragraph will render the CONSULTANT liable to the CITY for any
increased costs that result from the CITY's later inability to obtain the specified items or any
reasonable substitute within a price range that allows for project completion in the time frame
specified or, when not specified, then within a commercially reasonable time.
13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall
not discriminate against any employee or applicant for employment because of age, race, color,
ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or
medical condition. The CONSULTANT will take positive action to insure that applicants are
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employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation,
marital status, national origin, physical handicap, or medical condition. Such action shall include
but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or
recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and
selection for training, including apprenticeship. The CONSULTANT agrees to post in
conspicuous places available to employees and applicants for employment any notices provided
by the CITY setting forth the provisions of this non-discrimination clause.
14. CONFIDENTIAL INFORMATION. The CITY may from time to time
communicate to the CONSULTANT certain confidential information to enable the
CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT
shall treat all such information as confidential and shall not disclose any part thereof without the
prior written consent of the CITY. The CONSULTANT shall limit the use and circulation of
such information, even within its own organization, to the extent necessary to perform the
services to be provided herein. The foregoing obligation of this Section 13, however, shall not
apply to any part of the information that (i) has been disclosed in publicly available sources of
information; (ii) is, through no fault of the CONSULTANT, hereafter disclosed in publicly
available sources of information; (iii) is already in the possession of the CONSULTANT without
any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the
CONSULTANT by a third party, but only to the extent that the use or disclosure thereof has been
or is rightfully authorized by that third party.
The CONSULTANT shall not disclose any reports, recommendations,
conclusions or other results of the services or the existence of the subject matter of this
Agreement without the prior written consent of the CITY. In its performance hereunder, the
CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting
the information or other property of any other person, firm or corporation.
CONSULTANT shall be liable to CITY for any damages caused by breach of this
condition, pursuant to the provisions of Section 14.
15. INDEMNIFICATION AND HOLD HARMLESS. The CONSULTANT
agrees to defend, indemnify, and hold harmless the City of National City, its officers and
employees, against and from any and all liability, loss, damages to property, injuries to, or death
of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable
attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims,
of or by anyone whomsoever, resulting from or arising out of the CONSULTANT's negligent
performance of this Agreement.
16. WORKERS' COMPENSATION. The CONSULTANT shall comply
with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State
of California, the applicable provisions of Division 4 and 5 of the California 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
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recovered against the CITY or its officers, employees, or volunteers, for or on account of any
liability under any of said acts which may be incurred by reason of any work to be performed by
the CONSULTANT under this Agreement.
17. INSURANCE. The CONSULTANT, at its sole cost and expense, shall
purchase and maintain, and shall require its CONSULTANTS 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 CONSULTANT'S employees and employers' liability
insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed
with a waiver of subrogation in favor of the CITY. Said endorsement shall be provided prior to
commencement of work under this Agreement.
If CONSULTANT has no employees subject to the California Workers'
Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said
Declaration shall be provided to CONSULTANT by CITY.
E. The aforesaid policies shall constitute primary insurance as to the CITY,
its officers, 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 CONSULTANT shall maintain such insurance coverage for three years
after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date
must be on or before the date of this Agreement.
H. 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.
I. This Agreement shall not take effect until certificate(s) or other sufficient
proof that these insurance provisions have been complied with, are filed with and approved by
the CITY's Risk Manager. If the CONSULTANT does not keep all of such insurance policies in
full force and effect at all times during the terms of this Agreement, the CITY may elect to treat
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the failure to maintain the requisite insurance as a breach of this Agreement and terminate the
Agreement as provided herein.
J. All deductibles and self -insured retentions in excess of $10,000 must be
disclosed to and approved by the CITY.
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 attomey'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 CONSULTANT. During said 60-day period the CONSULTANT shall perform all
services in accordance with this Agreement.
B. This Agreement may also be terminated immediately by the CITY for
cause in the event of a material breach of this Agreement, misrepresentation by the
CONSULTANT in connection with the formation of this Agreement or the performance of
services, or the failure to perform services as directed by the CITY.
C. Termination with or without cause shall be effected by delivery of written
Notice of Termination to the CONSULTANT as provided for herein.
D. In the event of termination, all finished or unfinished Memoranda Reports,
Maps, Drawings. Plans, Specifications and other documents prepared by the CONSULTANT,
whether paper or electronic, shall immediately become the property of and be delivered to the
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CITY, and the CONSULTANT shall be entitled to receive just and equitable compensation for
any work satisfactorily completed on such documents and other materials up to the effective date
of the Notice of Termination, not to exceed the amounts payable hereunder, and less any
damages caused the CITY by the CONSULTANT's breach, if any. Thereafter, ownership of said
written material shall vest in the CITY all rights set forth in Section 6.
E. The CITY further reserves the right to immediately terminate this
Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONSULTANT; (2) a
reorganization of the CONSULTANT for the benefit of creditors; or (3) a business
reorganization, change in business name or change in business status of the CONSULTANT.
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 CONSULTANT:
Leslie Deese
Assistant City Manager
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.
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22. CONFLICT OF INTEREST AND POLITICAL REFORM ACT
OBLIGATIONS. During the term of this Agreement, the CONSULTANT shall not perform
services of any kind for any person or entity whose interests conflict in any way with those of the
City of National City. The CONSULTANT also agrees not to specify any product, treatment,
process or material for the project in which the CONSULTANT has a material financial interest,
either direct or indirect, without first notifying the CITY of that fact. The CONSULTANT shall
at all times comply with the terms of the Political Reform Act and the National City Conflict of
Interest Code. The CONSULTANT shall immediately disqualify itself and shall not use its
official position to influence in any way any matter coming before the CITY in which the
CONSULTANT has a financial interest as defined in Government Code Section 87103. The
CONSULTANT represents that it has no knowledge of any financial interests that would require
it to disqualify itself from any matter on which it might perform services for the CITY.
n If checked, the CONSULTANT shall comply with all of the reporting
requirements of the Political Reform Act and the National City Conflict of Interest Code.
Specifically, the CONSULTANT shall file a Statement of Economic Interests with the City Clerk
of the City of National City in a timely manner on forms which the CONSULTANT shall obtain
from the City Clerk.
The CONSULTANT shall be strictly liable to the CITY for all damages, costs or
expenses the CITY may suffer by virtue of any violation of this Paragraph 21 by the
CONSULTANT.
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.
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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 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.
--- Signature Page to Follow ---
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CITY OF N. TIONAL CITY
By:
Chris Zap
Date:
A'PROVED AS TO FORM:
COP: G Si'
City Attorney
Date: \1(1j It
ak & Company
(Corporation— signatures of two corporate officers)
(Partnership one signature)
(Sole proprtetorshjp\ one signatur
By:
Anita` Kerersi Worlow, Pltincipal
Date:
cijolq I
Taxpayer I.D. Number: 20-3180401
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CALIFORNIA -
NATIONAL CIS
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:
(CompanyVame)
aL,Flor the pur,
ose of inducing the City of National City to go forward with any contracts awarded to
(Company), I declare as follows:
I, (erg){ AcdoN (name)
::uthorizea to execute this document on behalf of
with respect to compliance with the California Workers' Compe
will be performed personally and solely by volunteers of
(company), who are independent contractors. If, however,
aion and
(title), am
(company)
abor laws. All work required
IA Phi
MM
(company) shall ever be required to hire employees or Subcontractors to pe orm this contract,
(company) shall obtain Workers' Compensation Insurance and/or
provide proof of'Workers' Compensation Insurance coverage(�/to the City of National City.
document constitutes a declaration by (_J��--
(company) against its financial interest, relative to any claims which asserted under the California
Workers' Comp n ation and/or Labor laws against the City of National City relating to any bid or contract
awarded aC)
(company).
aL(company) will oeTeno, inoemnlry, am
hold harmless the City of Na ity, 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 it hires an employee in violation of this addendum or if a volunteer of the organization makes a
claim against or alleges liability of the City of National City for Workers' Compensation, and it will further
indemnify the City of National City, its officers and employees, for all damages the City thereby suffers.
Dated:
1 a that these declarations shall constitute an addendum to any bid or contract awarded to:
11; t YiLAI l`6 (company).
1
,201\ .
(comps
By:
`! �T
nyl .�) / �13�f
vniE, tkbdoi
(Signature of Authorized Re'resentat.
/66L GM' c'J 40W. trinCi
(Name and Title)
Contract Number: 12-NATIONAL CITY
EXHIBIT "A"
SERVICES TO BE PERFORMED BY CONSULTANT
Annual, Amended or Late Claims - Consultant will perform in a professional manner the
following services:
a. By February 15, 2012, prepare and submit SB 90 Annual Claims to the State Controller's
Office, according to the State Controller's 2011 Annual Claiming Instructions, as specified
in 1) (a).
b. Prepare and submit amended or late SB 90 claims, as necessary, to the State Controller's
Office, as specified in 1) (b).
c. Schedule at least one site visit per year to discuss eligible programs with City's SB 90
Coordinator, and conduct meetings with individual departments affected by each
reimbursable mandate program.
d. Advise City of State Controller's Office issues associated with any SB 90 claims prepared
and submitted by Consultant.
e. Advise City staff regarding reliable and defensible types of source documentation
f. Include both direct and indirect costs in SB 90 claims submitted by Consultant. Consultant
may choose to use either the State Controller's Office ten percent (10%) indirect cost rate
or to calculate a higher rate.
g. If necessary City financial records are available and delivered to Consultant in a timely
manner, Consultant will collect relevant salary and expenditure data to prepare an Indirect
Cost Rate Proposal (ICRP) for all City departments included in City's claims. If not
provided in a timely manner, Consultant will use the SCO 10%.
h. Complete all eligible claims and provide City with hard copies of the claims submitted.
i. Deliver all signed claims to the State Controller's Office.
j. Forward to City a copy of the Claims Transmittal signed by the State Controller's Office and
acknowledging receipt of claims.
k. If necessary, act as liaison with the State Controller's Office in Sacramento desk reviews.
City of National City 7 — ak & company
June 27, 2011
Contract Number: 12-NATIONAL CITY
EXHIBIT "A"
SERVICES TO BE PERFORMED BY CONSULTANT
New Claims — Upon written direction from City, Consultant will perform in a professional
manner the following services:
a. Prepare and submit SB 90 New Claims to the State Controller's Office, according to the
State Controller's Office issuance of New Claiming Instructions, as specified in 1) (c).
b. Advise City staff regarding reliable and defensible types of source documentation.
c. Include both direct and indirect costs in SB 90 claims submitted by Consultant. Consultant
may choose to use either the State Controller's Office ten percent (10%) indirect cost rate
or to calculate a higher rate.
d. If necessary City financial records are available and delivered to Consultant in a timely
manner, Consultant will collect relevant salary and expenditure data to prepare an Indirect
Cost Rate Proposal (ICRP) for all City departments included in City's claims. If not
provided in a timely manner, Consultant will use the SCO 10%.
e. Complete all eligible claims and provide City with hard copies of the claims submitted.
f. Deliver all signed claims to the State Controller's Office.
g. Forward to City a copy of the Claims Transmittal signed by the State Controller's Office and
acknowledging receipt of claims.
City of National City
8 — ak & company June 27, 2011
Contract Number: 12-NATIONAL CITY
EXHIBIT "B"
CITY'S DUTIES
City's duties in performance of this Agreement:
a. Return executed Agreement by Friday, October 7, 2011.
b. Coordinate all site visits, activities and work with Consultant to collect and obtain necessary
records, data and documentation needed by Consultant to prepare and submit SB 90
claims to the State Controller's Office by the required deadlines.
c. Provide Consultant -requested data either within three (3) weeks of the request or three (3)
weeks prior to the filing deadline, whichever occurs first. Data not received within this
timeframe will not be considered to be provided in a timely fashion.
d. Annual Claims complete data not provided by Friday, November 11, 2011 will be
considered late.
e. For any New Claim Program, provide written direction to Consultant prior to Consultant
beginning the data collection and claim preparation process. City will provide such
direction to Consultant within three weeks of Consultant's initial notification of each New
Claim Program, upon City determination that any New Claim Program filing will provide
sufficient City reimbursement.
f. Respond to Consultant inquiries within a reasonable timeframe.
g.
Ensure Consultant is paid within 30 days following City's receipt of an original invoice and
acceptance by City of the materials, supplies and services provided by Consultant.
City of National City
9 — ak & company June 27, 2011
AKAND•1
OP ID: RG
ACi R& CERTIFICATE OF LIABILITY INSURANCE
OAT07/19 07119WYYYY)
111
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the polloy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the
certificate holder In lieu of such endorsement(s).
PRODUCER 918.436.2600
Coastal Valley Insurance Sen. 916�36.2610
Lic. OB84540
2483 Sunrise Blvd., Suite B
Gold River, CA 95870
Anthony R. Telford
MIA:"
NAME:
Nr a; FAX
I rwc.Nor
ADDRESS:
INSURERIS) AFFORDING COVERAGE NAIL e
INSURER A:Maryland Casualty Company
INSURED A.K. and Company
Anita Worlow
3531 Kersey Lane, Ste. M
Sacramento, CA 95864
INSURER u, Houston Casualty Co.
INSURER c,Allied Insurance Company J42579
INSURER 0:
INSURER E:
INSURER F :
CERTIFICATE NUMBER•
WV VGrlPIVGp . ..__._, _-----. _.
THIS IS TO CERTIFY THAT THE POUCIES 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 POUCIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS.
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
I I TYPE OPINSVRIWCE
Wart
wvn
POLCYNUMBER
IMWDDt YYYY YI
IMMIPPmYYI
LIMITS
RIGENERAL UADIUTY
9 1,000,000
PAS03659820
07/01/11
07/01112
OAAUG N
cw,E,ena
a 1,000,000
A :� COMMERCIAL GENERAL tummy
X
PRgMIS S IGRa 1
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CLAIMS -MADE 0OCCUR
MED EXP On/ ano pew.)
S 10,000
I
PERSONAL aADV INJURY
9
GENERAL AGGREGATE
S 2,000,000
APPLIESPER•
PRODUCTS -COMPIOP AGO 13 2,000,000
rr1GGEEN1.AGGREGATELIIMn
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$
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PAS03859820
07/01/11
07/01/12
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BODILY INJURY(Par oerdentl 9
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AUTOS
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EXCESS LtAa_
-MADE
AGGREGATE ! 9
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WORKERSCCMPENSATION
I WCSTNJAIWT• S I RR
AND EMPLOYERS' UABIUTY
ANYPROPMETORAARTNEMXECUTwt YQ
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9
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OSCIRIPTION OF OPERATIONS below
EL DISEASE • POLICY LIMB
5
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Prof Liability
Pere Auto
H71113443 1,000,000
PPC11651411 600,000
07/01/11
03/17/11
07/01/12
03/17/12
DESCRIPTION OFOPERAIt0N5 'LOCATIONS (VEHICLES Witch
Cancellation exception: 10 days notice of cane°
general IIab111ttyyn30 DAYS NOTICE OF as
Job: 8890 Consulting for the City of National City
ACORD 101. Add:Ilona Remtrks 9ehodule It mom .paro I requtmt)
lotion for non payment of
OTHER THAT NON PAYMENT*
CERTIFICATE HOLDER
THECIIB
The City of National City
Attn: Finance Director
1243 National City Blvd
National City, CA 91950
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED 6EFORE
THE EXPIRATION GATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
Anthony R. Telford
4)1988.2010 ACORD CORPORATION. All rights reserved.
ACORD 26 (2010/06) The ACORD name and logo are registered marks of ACORD
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 following:
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
07-01-11
standard time
12:01 AM.
Policy No.
FAS03659820
Countersigns'
��
'
Named Insured A K & Company
(Aurhotted RepreSentaave)
SCHEDULE
Name of Person or Organization: The City of National City
Attn: Finance Director
1243 National City Blvd, National City, Ca 91950
(If no entry appears above, information required to complete thls 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 ongoing operations performed for that insured.
CI 997 (3-97)
CO 30 1003 97
Copyright, Insurance Services Office. Inc.. 7990 Page 1 or 1
nirc OdRATED
OFFICE OF THE CITY CLERK
1243 National City Blvd.
National City, California 91950
Michael R. Dalla, CMC - City Clerk
619-336-4228 phone / 619-336-4229 fax
AK & COMPANY
Consulting Services
SB 90 Claims
Lavonne Watts (City Manager's Office)
Forwarded Agreement to Consultant