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HomeMy WebLinkAboutWilldan Group / Munifinancial / Dick Jacobs; 2006-10-31;PWENG572 ASSIGNMENT AND ASSUMPTION AGREEMENT FOR ASSESSMENT DISTRICT ENGINEERING SERVICES THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assignment Agreement") is made and entered into this //^ day of ^h^i^~ 2008, by and between the CITY OF CARLSBAD, a political subdivision of the State oKCalifornia ("City"), MUNIFINANCIAL, ("Assignor") and WILLDAN GROUP, INC., ("Assignee"), and is made with reference to the following facts: RECITALS A. On October 31, 2006, the City and Dick Jacobs Associates, a California corporation, entered into that certain Professional Services Agreement concerning assessment engineering services, (the "Agreement"). B. On June 6, 2007, the City, Dick Jacobs Associates and Munifinancial entered into an Assignment and Assumption Agreement concerning assessment engineering services, (the "Agreement"). C. Paragraph 24 of the Agreement allows Assignor to assign rights and obligations under the Agreement upon written approval of the City. D. Assignor desires to assign its interest in the Agreement to Assignee. Further, Assignee desires to accept assignment of Assignor's interest in the Agreement and City consents to the assignment of the interest in the Agreement from Assignor to Assignee. NOW THEREFORE, incorporating the above recitals and in consideration of the covenants and obligations set forth herein, the parties hereto agree as follows: 1. Assignment. Assignor hereby assigns to Assignee all of Assignor's rights and obligations as set forth in the Agreement. 2. Assumption. Assignee hereby assumes all of Assignor's rights and obligations as set forth in the Agreement. 3. City Consent. City hereby agrees and consents to the assignment of all of Assignor's rights and obligations as set forth in the Agreement to Assignee. 4. General Terms and Conditions. The following general terms and conditions shall apply to this Assignment Agreement. 4.1 Hold Harmless. In addition to the hold harmless provisions contained within the Agreement, Assignee agrees to indemnify and hold harmless the City of Carlsbad and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of this Assignment Agreement caused by the willful misconduct, or negligent act, or omission of the Assignee. 4.2. Counterparts. This Assignment Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. rev. 1/28/00 4.3. Successors and Assigns. It is mutually understood and agreed that this Assignment Agreement shall be binding upon City, Assignor and Assignee and their respective successors. Neither this Assignment Agreement or any part hereof nor any monies due or to become due hereunder may be assigned by Assignee without the prior consent of City. 4.4. Governing Law. This Assignment Agreement shall be governed by, interpreted under, and construed and enforced in accordance with, the laws of the State of California. 4.5. Venue. Any action at law or in equity brought by either of the parties hereto for the purpose of enforcing a right or rights provided for by this Assignment Agreement shalt be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties hereby waive all provisions of law providing for a change of venue in such proceedings to any other county. 4.6. Notices. Service of any notices, bills, invoices or other documents required or permitted under this Assignment Agreement shall be sufficient if sent by one party to the other by United States mail, postage prepaid and addressed as follows: City: Public Works Director City of Carlsbad, Public Works-Administration 1635 Faraday Avenue Carlsbad, CA 92008 Assignor: MUNIFINANCIAL 27368 Via Industria, Suite 110 Temecula, CA 92590 Assignee: WILLDAN FINANCIAL SERVICES 27368 Via Industria, Suite 110 Temecula, CA 92590 4.7. Nondiscrimination. During the term of this Assignment Agreement, the parties shall comply with the state and federal laws regarding non-discrimination. 4.8 Authority. The parties executing this Assignment Agreement on behalf of City, Assignor and Assignee each represent and warrant that they have the legal power, right and actual authority to bind the City, Assignor and Assignee, respectively, to the terms and conditions hereof. 4.9 Severability. Each provision, term, condition, covenant, and/or restriction, in whole and in part, in this Assignment Agreement shall be considered severable. In the event any provision, term, condition, covenant, and/or restriction, in whole and in part, in this Assignment Agreement is declared invalid, unconstitutional, or void for any reason, such provision or part thereof shall be severed from this Assignment Agreement and shall not affect any other provision, term, condition, covenant, and/or restriction, of this Assignment Agreement and the remainder of this Assignment Agreement shall continue in full force and effect. rev. 1/28/00 4.10 Effective Date. This Assignment Agreement shall be effective upon the date and year first above written. ASSIGNOR: MUNIFINANQ *By: CITY OF of the corporation (sign here) Mark J. Risco, Vice President (print name/title) *By: {sign here) Roy Gill. Secretary (print name/title) ASSIGNEE: WILLDAN F *By: ATTEST: LO City Clerk (sicjffriere) Mark J. Risco, Vice President (print name/title) J I • ->•* * O- (sign here) Roy Gill. Secretary (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation. Agreement must be signed by one corporate officer from each of the following two groups. *Group A. Chairman, President, or Vice-President **Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, City Attorney By:. "Deputy City Attorne^ rev. 1/28/00 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT Here InseVrnafiie ana1 Titleof the Offi State of California County of I On personally appeared _ 1CAIHAIEEN D. STEELE Commission* 1793968 Notoiv Public-CoWomla | Otong* County 1 .m Place Notary Seal Above who proved to me on the basis of satisfactory evidence to be the person(%t) whose name(S) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(res), and that by his/her/the^ signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature OPTIONAL Signature of Notary Public Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Title or Type of Document Date: 1 vJO^M. <X " 1. C*yLJ O^1> Number Signer(s) Other ThanjamednVj > Ys of ^jtW^iY"ii I • \ \ A , Capacity(ies) Claimed by Signer(s) Signer's Name: D Individual -^- Corporate Officer — Title(s):' H Partner — LJ Limited D General I._] Attorney in Fact LJ Trustee D Guardian or Conservator n Other' o^ 1 Top of thumb here RIGHT THUMBPRINT OF SIGNER SigRer's Name: LJ Corporate Officer — Title(s): D Partner —TsHLimited U General D Attorney in Fa L 1 Trustee LJ Guardian or Conserva U Other: Top of thumb here ©2007 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313-2402 • www.NationalNotary.org Item #5907 Reorder: Call Toll-Free 1 -800-876-6827 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of nCjS l\l tf}l DalDate personally appeared before me, sJ *~>t\QWw€l/i-, }\ldla.r\/ ndflt'<L_ Here Insert Narrle and Title of the Officer Name(s) of Signer(s) 1AftlENf ROMANCUI Commiuton* 1710470 NotOfyPuMte-Cattfomia \ Mv»mcl» County 1 igaoii I who proved to me on the basis of satisfactory evidence to be the person(s)-whose name(s^ is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/bor/thoir. authorized capacity(ies), and that by his/tae64heif signature^s^-on the instrument the person(-e)r-or the entity upon behalf of which the person(e> acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Place Notary Seal Above WITNESS my/hgnd arfd official seal Signature, OPTIONAL - Signature of Notary Public/ Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document j Title or Type of Document: j\S$&S Document Date: •JfcUV 2.^1 2-G>b%^ As>SU.Mp-h'OM. >Zr\! Number of Pages:111 ( Signer(s) Other Than Named Above:'fi&.tl } Capacity(ies) Claimed by Signer(s) Signer's Name:. G Individual ^-Corporate Officer — Title(s): 'J Partner — 11 Limited 'General LJ Attorney in Fact !"~! Trustee D Guardian or Conservator D Other:. Signer Is Representing: J- A)SC?-O RIGHTTHUMBPRINT OF SIGNER Signer's Name: n Individual D Corporate Officer — Title(s): LJ Partner — LJ Limited D Gener; ;ney in Fact j Trustee LI Guardian or Consen^/ator D Other: MAttOJ, /fifi Trusti ©2007 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313-2402 • www.NationalNotary.org item #5907 Reorder: Call Toll-Free 1 -800-876-6827 AMENDMENT NO. 2 TO EXTEND THE AGREEMENT FOR ASSESSMENT DISTRICT ENGINEERING SERVICES (MUNIFINANCIAL) This Amendment No. 2 is entered into and effective as of the *•* day of 2007, extending the agreement dated October 31, 2006 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Dick Jacobs Associates, a California corporation which was subsequently assigned and assumed by MuniFinancial, a California corporation, ("Contractor") (collectively, the "Parties"). RECITALS A. On April 20, 2007, the City of Carlsbad and Dick Jacobs Associates executed Amendment No. 1 to the Agreement to provide additional Assessment Engineering services related to the proposed amendment to Assessment District No. 2003-01; and B. On June 6, 2007, the Parties executed an Assignment and Assumption Agreement to assign the contract to MuniFinancial; and C. The City of Carlsbad and MuniFinancial desire to extend the Agreement for a period of one (1) year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The Agreement, as may have been amended from time to time, is hereby extended for a period of one (1) year ending on October 31, 2008. 2. All other provisions of the Agreement, as may have been amended from time to time, shall remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. City Attorney Approved Version #05.22.01 4. The individuals executing this Amendment and the instruments referenced on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions hereof of this Amendment. •ation CONTRACTOR MUNIFINANCI *By: / (sigrv-ffere) Mark Risco, Vice President (print name/title) markr@muni.com (e-mail address) *By: 1 (sign here) (print name/title) CITY OF/JCARLS corporati B (e-mail address) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation. Agreement must be signed by one corporate officer from each of the following two groups. "Group A. Chairman, President, or Vice-President **Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, City Attorney Deputy City Attorney City Attorney Approved Version #05.22.01 ASSIGNMENT AND ASSUMPTION AGREEMENT FOR ASSESSMENT ENGINEERING SERVICES FOR ASSESSMENT DISTRICT 2003-01 (COLLEGE BOULEVARD AND CANNON ROAD EAST) THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assignment Agreement") is made and entered into this (JL~**~ day of SJtuuiQ-^ 2007, by and between the CITY OF CARLSBAD, a political subdivision of the State^of California ("City"), Dick Jacobs Associates, Inc., a California corporation, ("Assignor") and MUNIFINANCIAL, a California corporation, ("Assignee"), and is made with reference to the following facts: RECITALS A. On October 31, 2006, the City and Assignor entered into that certain Professional Services Agreement concerning Assessment Engineering Services for Assessment District 2003-01 - College Boulevard and Cannon Road East, (the "Agreement"). B. Paragraph 24 of the Agreement allows Assignor to assign rights and obligations under the Agreement upon written approval of the City. C. Assignor desires to assign its interest in the Agreement to Assignee. Further, Assignee desires to accept assignment of Assignor's interest in the Agreement and City consents to the assignment of the interest in the Agreement from Assignor to Assignee. NOW THEREFORE, incorporating the above recitals and in consideration of the covenants and obligations set forth herein, the parties hereto agree as follows: 1 . Assignment. Assignor hereby assigns to Assignee all of Assignor's rights and obligations as set forth in the Agreement. 2. Assumption. Assignee hereby assumes all of Assignor's rights and obligations as set forth in the Agreement. 3. City Consent. City hereby agrees and consents to the assignment of all of Assignor's rights and obligations as set forth in the Agreement to Assignee. 4. General Terms and Conditions. The following general terms and conditions shall apply to this Assignment Agreement. 4.1 Hold Harmless. In addition to the hold harmless provisions contained within the Agreement, Assignee agrees to indemnify and hold harmless the City of Carlsbad and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of this Assignment Agreement caused by the willful misconduct, or negligent act, or omission of the Assignee. 4.2. Counterparts. This Assignment Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. rev. 1/28/00 4.3. Successors and Assigns. It is mutually understood and agreed that this Assignment Agreement shall be binding upon City, Assignor and Assignee and their respective successors. Neither this Assignment Agreement or any part hereof nor any monies due or to become due hereunder may be assigned by Assignee without the prior consent of City. 4.4. Governing Law. This Assignment Agreement shall be governed by, interpreted under, and construed and enforced in accordance with, the laws of the State of California. 4.5. Venue. Any action at law or in equity brought by either of the parties hereto for the purpose of enforcing a right or rights provided for by this Assignment Agreement shall be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties hereby waive all provisions of law providing for a change of venue in such proceedings to any other county. 4.6. Notices. Service of any notices, bills, invoices or other documents required or permitted under this Assignment Agreement shall be sufficient if sent by one party to the other by United States mail, postage prepaid and addressed as follows: City: Public Works Director City of Carlsbad, Public Works-Administration 1635 Faraday Avenue Carlsbad, CA 92008 Assignor: Dick Jacobs Associates 128 North Helix Avenue Solana Beach, CA 92075-1140 Assignee: MUNI FINANCIAL 27368 Via Industria, Suite 110 Temecula, CA 92590 4.7. Nondiscrimination. During the term of this Assignment Agreement, the parties shall comply with the state and federal laws regarding non-discrimination. 4.8 Authority. The parties executing this Assignment Agreement on behalf of City, Assignor and Assignee each represent and warrant that they have the legal power, right and actual authority to bind the City, Assignor and Assignee, respectively, to the terms and conditions hereof. 4.9 Severability. Each provision, term, condition, covenant, and/or restriction, in whole and in part, in this Assignment Agreement shall be considered severable. In the event any provision, term, condition, covenant, and/or restriction, in whole and in part, in this Assignment Agreement is declared invalid, unconstitutional, or void for any reason, such provision or part thereof shall be severed from this Assignment Agreement and shall not affect any other provision, term, condition, covenant, and/or restriction, of this Assignment Agreement and the remainder of this Assignment Agreement shall continue in full force and effect. rev. 1/28/00 4.10 Effective Date. This Assignment Agreement shall be effective upon the date and year first above written. ASSIGNOR: DICK JACOBS ASSOCIATES, INC., a California-cprpflrati; CITY OF corporati (print name/title)^ ASSIGNEE: MUNIFINANCIAL, a California corporation 'i Presiden-r- (print name/title) ' Ceo /L ' ORRAINE) M. WOO City Clerk n here) (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation. Agreement must be signed by one corporate officer from each of the following two groups. 'Group A. Chairman, President, or Vice-President **Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL City Attorney Ueputy "City-Attorrtey rev. 1/28/00 State of California ) ) County of San Diego ) On, May 17, 2007, before me, Belinda R. Guzman, Notary Public, personally appeared Richard K. Jacobs, personally known me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal Signature of Notary Mi^ "O BELINDA R.GUZMAN Commission # 1565777 NotafyPuttte-CoNWomla Son Diego Courrty MyComm.ExpimMof3l.20Q9 (This area for official notary seal) CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of ss. On. ( 'Date personally appeared _ before me, ^lame and Title of Officer (e.g., "Jane Doe, Notary Public") * i i ARLENE ROMANEUI CommlMlon* l?i o«7 . County /ft Conm BjBfcMJnn in »»i ' Name(s) of Signer(s) \jf /Erpersonally known to me D proved to me on the basis of satisfactory evidence to be the person^®)- whose name(s). is/are- subscribed to the within instrument and acknowledged to me that he/she/lhey -executed the same in his/heftttrelr~ authorized capacity(ies), and that by his/ltefltfrerr signature(9)-on the instrument the person^, or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and officiaj_aeal. Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date:II Signer(s) Other Than Named Abovee: Kfa/Gflllj. . Number of Pages:. Capacity(ies) Claimed by Signer Signer's Name: ffarf %- & > RIGHT THUMBPRINT OF SIGNER Top of thumb here ^Corporate Officer — Title(s): / V I] Partner — D Limited D General D Artorney-in-Fact D Trustee D Guardian or Conservator D Other: t Signer Is Representing:_ 91999 National Notary Association • 9350 De Solo Ave., P.O. Box 2402 • Chatsworth, CA 91313-2402 • www.nationalnotary.org Reorder: Call Toll-Free 1-800-876-6827 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of ss. o before personally appeared _ e^- - - __ I fl~n f. N \~-vAM. ck .. / Aj-Vx- e and Titte of Officet(^g., "Jane Doe, Notary'Public") CMHAIEEND.STEELE Commhston* 1483234 Notary PuMc-CaHtomta OrangeCourty MtfComm. Expires Apr 13.2008 Name(s) of Signer(s) H~personally known to me D proved to me on the basis of satisfactory evidence to be the personf^ whose name(sj is/are- subscribed to the within instrument and acknowledged to me that he/She/they-executed the same in his/Ftec/trreir authorized capacity(fes), and that by his/rrsc/tlietr- signature(s) on the instrument the person(s)i, or the entity upon behalf of which the acted, executed the instrument. WITNESS my hand and official seal. Signature oTT^btary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document :^ Document Date^HHXoJJy \\ A'''^OL^-^%^JN^-v Signer(s) Other Than Named Aboverx/^SuA-~ Number of Pages: Capacity(ies) Claimed by Signer '^ WSigner's Name: Vv^A, rfL. D Individual "^Corporate Officer — Title(s):. D Partner - D Limited D General D Attorney-in-Fact D Trustee D Guardian or Conservator w \ \ D Other: N ! TV RIGHT THUMBPHINT OF SIGNER Top of thumb here Signer Is Representing:ing: X\\Vk'V\-A---'V VC T © 1999 National Notary Association • 9350 De SotoAve., P.O. Box 2402 • Chatsworth, CA 91313-2402 • www.nationalnotary.org Reorder: Call Toll-Free 1-800-876-6827 DICK JACOBS ASSOCIATES PUBLIC FACILITY FINANCING • PROJECT MANAGEMENT May 1,2007 Mr, Marshall Plantz, P.E. Senior Civil Engineer City of Carlsbad 1635 Faraday Avenue Carlsbad, California 92008 Re: Assignment of Contracts Dear Mr. Plantz, After working as a sole proprietor for the past twelve years, I have agreed to join my firm, Dick Jacobs Associates, with MuniFinancial, one of the leading providers of municipal financial services in California and the west. With this action completed, I will continue to strive to provide a service which hopefully meets or exceeds client expectations but now enhanced by the staff of over 85 professionals at MuniFinancial. The firm Dick Jacobs Associates, Inc. will be dissolved. It is respectfully requested, therefore, that consent be granted for assignment to MuniFinancial of the below listed agreements between Dick Jacobs Associates and the City of Carlsbad: 1. "Assessment Engineering Services for Assessment District 2003-01 (College Boulevard and Cannon Road East)", and 2. "Assessment Engineering Services for Assessment District 2002-01 (Poinsertia Lane East)". If the City is agreeable to this request, please sign and return the attached "Consent to Assignment of Contract" forms to the address below. Please note that it is the mutual goal of both Muni and DJA to complete our transaction effective at the close of business on May 31, 2007. I appreciate the opportunity of providing these services and I look forward to a continued relationship with your City under this new arrangement. 128 NORTH HELIX AVENUE • SOLANA BEACH, CALIFORNIA 92075-1140 (858) 720-0442 • FAX (858) 720-0443 email: dickjacobsassociates@worldnet.att.net Yours truly, Dick Jacobs Associates Richard K. Jacobs President Attachments Copy: David Hauser, w/o Attachments Lisa Irvine, w/o Attachments Lisa Hildabrand, w/o Attachments AMENDMENT NO. 1 TO AGREEMENT FOR ASSESSMENT DISTRICT ENGINEERING SERVICES (DICK JACOBS ASSOCIATES) This Amendment No. 1 is entered into and effective as of the CX\J day of ~^,Q *\ i^- ^ 2007, amending the agreement dated October 31, 2006 (tne 'Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Dick Jacobs Associates, a California corporation, ("Contractor") (collectively, the "Parties") for Assessment District Engineering Services for Assessment District 2003-01 (College Boulevard and Cannon Road East. RECITALS A. The Parties desire to alter the Agreement's scope of work to include additional work efforts to review and prepare Assessment Engineering documents related to the original Assessment District 2003-01 and the proposed amendment to Assessment District 2003-01 ; and B. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1 . In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". 2. City will pay Contractor for all work associated with those services described in Exhibit "A" on a time and materials basis not-to-exceed twenty three thousand dollars ($23,000). Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 3. Contractor will complete all work described in Exhibit "A" by October 31 , 2007. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 5. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. City Attorney Approved Version #05.22.01 DICK JACOBS ASSOCIATES PUBLIC FACILITY FINANCING • PROJECT MANAGEMENT MAR 1620;- March ,5, 2007 Mr. Marshall Plantz Senior Civil Engineer City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 Re: Request for Amended Agreement - Assessment District Engineering Services Assessment District No. 2003-01 (College Boulevard and Cannon Road East) Dear Marshall: This letter constitutes a request for an amendment to the original agreement dated October 31, 2006 between the City and Dick Jacobs Associates for Assessment District Engineering Services on subject District. Background and Status The Scope of Work covered by the agreement includes three (3) phases leading to a bond sale which may be summarized as follows: 1. Prepare the Preliminary Amended and Restated Engineer's Report for consideration by the City Council with the Resolution of Intention to amend the District. 2. Based on City Council direction, prepare the Final Amended and Restated Engineer's Report for consideration at the public hearing and property owner ballot for the District. 3. Provide assessment engineering support consisting primarily of working with the finance team in preparation of the Official Statement for the bond sale. To date the Preliminary Amended and Restated Engineer's Report has been submitted for review by staff and forwarding for Council action. Due to the larger than expected effort to complete the Preliminary Amended and Restated Engineer's Report and supporting twenty-five (25) detailed tables (Appendix E and F), it is requested that the agreement be amended as follows: Increase the not to exceed fee to $58,000. 128 NORTH HELIX AVENUE • SOLANA BEACH, CALIFORNIA 92075-1140 (858) 720-0442 • FAX (858) 720-0443 email: dickjacobsassociates@worldnet.att.net If you have any questions regarding the content of this request, please call me. I appreciate the opportunity to be of service. Yours truly, DICK JACOBS ASSOCIATES Richard K. Jacobs, P.E. Principal AGREEMENT FOR ASSESSMENT DISTRICT ENGINEERING SERVICES (DICK JACOBS ASSOCIATES) THIS AGREEMENT is made and entered into as of the « ^ _ day of , 2006, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and DICK JACOBS ASSOCIATES, a California corporation, ("Contractor"). RECITALS A. City requires the professional services of an Assessment District Engineer that is experienced in the apportionment of assessments, preparation of assessment district reports, and other assessment district engineer services and documentation. B. Contractor has the necessary experience in providing professional services and advice related to assessment district engineering. C. Selection of Contractor is expected to achieve the desired results in an expedited fashion. D. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one year from the date first above written. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year period or part thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. City Attorney Approved Version #04.01.02 5. COMPENSATION The total fee payable for the Services to be performed shall be on a time and material basis in accordance with Exhibit "A" and shall not exceed thirty five thousand dollars ($35,000). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. City Attorney Approved Version #04.01.02 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused in whole or in part by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:V". 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless City Attorney or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. 10.1.1 Commercial General Liability Insurance. $1.000.000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. City Attorney Approved Version #04.01.02 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code and Employer's Liability limits of $1,000,000 per accident for bodily injury. Workers' Compensation and Employer's Liability insurance will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $250,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on General Liability. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. City Attorney Approved Version #04.01.02 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City: Name: Marshall Plantz Title: Senior Civil Engineer Department: Engineering City of Carlsbad Address: 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. (760) 602-2766 For Contractor: Name: Dick Jacobs Title: Consulting Engineer Address: 128 North Helix Avenue Solana Beach, CA 92075-1140 Phone No. (858) 720-0442 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. City Attorney Approved Version #04.01.02 16. CONFLICT OF INTEREST City will evaluate Contractor's duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and City's Conflict of Interest Code is required of Contractor or any of Contractor's employees, agents, or subcontractors. Should it be determined that disclosure is required, Contractor or Contractor's affected employees, agents, or subcontractors will complete and file with the City Clerk those schedules specified by City and contained in the Statement of Economic Interests Form 700. Contractor, for Contractor and on behalf of Contractor's agents, employees, subcontractors and consultants warrants that by execution of this Agreement, that they have no interest, present or contemplated, in the projects affected by this Agreement. Contractor further warrants that neither Contractor, nor Contractor's agents, employees, subcontractors and consultants have any ancillary real property, business interests or income that will be affected by this Agreement or, alternatively, that Contractor will file with the City an affidavit disclosing this interest. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants that the services required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. City Attorney Approved Version #04.01.02 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq.. the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. City Attorney Approved Version #04.01.02 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement or any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. City Attorney Approved Version #04.01.02 8 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR DICK JACOBS ASSOCIATES, a California corporation CITY OF CARLSBAD, a municipal corporation of the State of California By: City Manager or Mayor (print name/title) il address)<Xtt ATTEST: o (sign here) (/ LORRAINE M. WOOD City Clerk (LFO (print name/title) (e-mail address) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation. Agreement must be signed by one corporate officer from each of the following two groups. *Group A. Chairman, President, or Vice-President **Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R.^BALL, City Attorney By:. City Attorney Approved Version #04.01.02 EXHIBIT "A" SCOPE OF SERVICES Itemized List of what Contractor will do for City and at what price. City Attorney Approved Version #04.01.02 10 DICK JACOBS ASSOCIATES PUBLIC FACILITY FINANCING • PROJECT MANAGEMENT September 13,2006 DECEIVED SEP 2 5 2006 Mr. David Hauser ENGINEERING Deputy City Engineer DEPARTMENT City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 Re: Scope of Work and Proposed Fee - Assessment Engineering Services Amended Engineer's Report; Assessment District No. 2003-01 (College Boulevard and Cannon Road East) Dear David: In accordance with your request, please find below a proposed scope and fee to provide Assessment Engineering Services resulting in the processing of an Amended Engineer's Report for Assessment District No. 2003-01 (College Boulevard and Cannon Road East). Background The Final Engineer's Report for Assessment District No. 2003-01 (College Boulevard and Cannon Road East) was approved and the assessments were confirmed by the City Council on July 31, 2003. The total bond size for the District was $23,862,738 and was established to fund backbone infrastructure within Cannon Road and College Boulevard. The backbone infrastructure was divided into seven (7) improvements based on how the improvement conveyed special benefit to the properties within the District. The seven (7) improvements are defined as follows: 1. College Boulevard, Reach C, Core Improvements 2. College Boulevard, Reach C, Frontage Improvements 3. College Boulevard, Reach B, Core Improvements 4. College Boulevard, Reach B, Frontage Improvements 5. Cannon Road, Reach 3, Core Improvements 6. Cannon Road, Reach 3, Frontage Improvements 7. Basin BJB and Storm Drain BJA Improvements 128 NORTH HELIX AVENUE • SOLANA BEACH, CALIFORNIA 92075-1140 (858) 720-0442 • FAX (858) 720-0443 email: dickjacobsassociates@worldnet.att.net The total bond size was divided into Series A Bonds to fund the confirmed assessments within Benefit Area No. 1 and Series B Bonds to fund the confirmed assessments within Benefit Area No. 2. Benefit Area No. 1 consisted of the single family Calavera Hills II development, Assessment Numbers 1 through 9, for which Final Maps have been recorded and the units have been constructed. The Series A bonds were sold and totaled a confirmed assessment amount of $12,826,845. Benefit Area No. 2 includes the future Robertson Ranch East Development, Assessment Number 10, which is currently completing the entitlement process. The Series B bonds have not been sold. Of the above listed seven (7) improvements, with the exception of several traffic signals for the Reach C Frontage Improvements, the following improvements have completed construction, the construction costs have been audited and a Purchase Price has been determined: 1. College Boulevard, Reach C, Core Improvements 2. College Boulevard, Reach C, Frontage Improvements 3. College Boulevard, Reach B, Core Improvements 4. Cannon Road, Reach 3, Core Improvements 5. Basin BJB and Storm Drain BJA Improvements The following two (2) improvements have not been constructed and, together with the unfunded facilities from the Series A Bonds, will be funded with the Series B Bonds: 1. College Boulevard, Reach B, Frontage Improvements 2. Cannon Road, Reach 3, Frontage Improvements In addition, as a result of a revised method of conveying drainage from Basin BJB through the Robertson Ranch property within Assessment District 2003-01, the Developer, Calavera Hills II LLC, has requested that the City investigate the feasibility of adding an 84 inch storm drain pipeline to the inventory of approved improvements for Cannon Road extending from College Boulevard to El Camino Real within the District. This request has been given the blessing of the Special District Review Committee (Policy 33). In addition, it has been determined that due to cost savings in the above listed five (5) completed improvements, the appropriate benefit cost allocation to Benefit Area No. 1 can be accommodated without increasing the existing assessments to the Calavera Hills II property owners. The appropriate benefit cost allocation to Benefit Area No. 2 will be funded with the Series B Bonds. Scope of Work - Amended Engineer's Report The need to amend the Engineer's Report, therefore, has been triggered by several actions that have transpired since the confirmation of the Final Engineer's Report. They are as follows; 1. The addition of an 84 inch storm drain pipeline improvement along Cannon Road. 2. The revisions to the final land use plan for Robertson Ranch East (Benefit Area No. 2) and the increase in the cost of the above two (2) improvements to be funded by Series B Bonds. The Scope of Work for preparing the Amended Engineer's Report will be as follows: 1. Review the studies, revised land use plan, cost estimates for the 84 inch pipeline and updated cost estimates for the Cannon and College frontage improvements and improvement construction plans. 2. Determine the current value of Master Drainage Plan (MDP) facility BJ (widening of Calavera Creek) based on costs included in the original MDP report. The 84 inch pipeline is an alternative to Facility BJ. 3. Determine the Planned Local Drainage Area (PLDA) fee credit due Developer based on the land use plan as well as the amount due from the PLDA fund. 4. Prepare a description of the 84 inch storm drain pipeline and estimated cost for inclusion as Improvement No. 4 to Exhibit "B" of the Second Amendment to the Acquisition/Financing Agreement. Update the estimated costs for Improvement Nos. 2 and 3 (Cannon and College frontage improvements) in Exhibit "B" of the Second Amendment. 5. Determine the estimated costs and incidental expenses for the 84 inch storm drain pipeline to be allocated to Benefit Area No. 1 and Benefit Area No. 2. 6. Conduct an analysis of the special benefit conveyed to the Calavera Hills II Properties (Benefit Area No. 1) and to the Robertson Ranch East revised land use plan properties (Benefit Area No. 2) that would be assessed for these three (3) Improvements. 7. Prepare the Amended Boundary Map. 8. Prepare the Amended Preliminary Engineer's Report to be considered with the Resolution of Intention to include the following: a) A description of the improvements. b) A reference to the plans and specifications for the improvements. c) An estimate of the cost of acquisition of the improvements including incidental expenses. d) The Amended Assessment Diagram. e) The Amended Assessment Roll showing the total amount of assessment on each of the benefiting properties. 9. Attend Resolution of Intention City Council meeting. 10. Based on City Council direction, prepare Amended Final Engineer's Report. 11. In concert with Bond Council prepare property owner ballot. 12. Attend Public Hearing City Council meeting. 13. Open ballots at conclusion of Public Hearing and report on election results. 14. Record Amended Assessment Diagram and Notice of Assessment with County Recorder. 15. Attend meetings with City and Developer, as required. Assessment engineering services in support of the bond sale will consist primarily of working with the finance team in preparation of the Official Statement. The Scope of Work will include the following: 1. Compile and organize relevant factual data to be included in Tables supporting the text describing the Assessment District. Tables will include, but not be limited to data on land use, assessed values and value to lien ratios organized and displayed as directed by the Bond Disclosure Counsel. 2. Attend meetings and conference calls with the Finance Team, as required. Statement of Compliance to the City's Standard Contract Agreement As the sole employee of the firm and responsible for directly providing all of the requested services, I maintain a maximum coverage of $250,000 in Professional Liability Insurance. I can comply with the remainder of the terms and conditions of the agreement. Fee The proposed fee for providing the above services is $35,000 which will not be exceeded without further authorization. The fee will be billed on a monthly basis based on an hourly rate of $110 per hour. If you have any questions regarding the content of this proposal, please call me. I appreciate the opportunity to be of service. Yours truly, DICK JACOBS ASSOCIATES Richard K. Jacobs,* Principal Copy: Marshall Plantz