HomeMy WebLinkAboutNBS Government Finance Group 2024-06-06COU No. 2324-218
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AGREEMENT FOR
PROFESSIONAL CONSULTING SERVICES
This Agreement, made and entered into this 6th day of June, 2024 (“Effective Date”), by
and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and NBS
Government Finance Group, dba NBS, a Corporation organized and in good standing under the
laws of the state of California, hereinafter referred to as "Consultant".
RECITALS
This Agreement is predicated on the following facts:
a. City requires consulting services related to Ukiah Fire Parcel Tax.
b. Consultant represents that it has the qualifications, skills, experience and properly
licensed to provide these services, and is willing to provide them according to the terms
of this Agreement.
c. City and Consultant agree upon the Scope-of-Work and Work Schedule attached hereto
as Attachment "A", describing contract provisions for the project and setting forth the
completion dates for the various services to be provided pursuant to this Agreement.
TERMS OF AGREEMENT
1.0 DESCRIPTION OF PROJECT
1.1 The Project is described in detail in the attached Scope-of-Work (Attachment "A").
2.0 SCOPE OF SERVICES
2.1 As set forth in Attachment "A".
2.2. Additional Services. Additional services, if any, shall only proceed upon written
agreement between City and Consultant. The written Agreement shall be in the form of
an Amendment to this Agreement.
3.0 CONDUCT OF WORK
3.1 Time of Completion. Consultant shall commence performance of services as required
by the Scope-of-Work upon receipt of a Notice to Proceed from City and services shall
be completed and noticed to the County by November 5, 2024. Consultant shall
complete the work to the City's reasonable satisfaction, even if contract disputes arise or
Consultant contends it is entitled to further compensation.
4.0 COMPENSATION FOR SERVICES
4.1 Basis for Compensation. For the performance of the professional services of this
Agreement, Consultant shall be compensated on a time and expense basis not to
exceed a guaranteed maximum dollar amount of $48,000. Labor charges shall be
based upon hourly billing rates for the various classifications of personnel employed by
Consultant to perform the Scope of Work as set forth in the attached Attachment A,
which shall include all indirect costs and expenses of every kind or nature, except direct
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expenses. The direct expenses and the fees to be charged for same shall be as set
forth in Attachment A. Consultant shall complete the Scope of Work for the not-to-
exceed guaranteed maximum, even if actual time and expenses exceed that amount.
4.2 Changes. Should changes in compensation be required because of changes to the
Scope-of-Work of this Agreement, the parties shall agree in writing to any changes in
compensation. "Changes to the Scope-of-Work" means different activities than those
described in Attachment "A" and not additional time to complete those activities than the
parties anticipated on the date they entered this Agreement.
4.3 Sub-contractor Payment. The use of sub-consultants or other services to perform a
portion of the work of this Agreement shall be approved by City prior to commencement
of work. The cost of sub-consultants shall be included within guaranteed not-to-exceed
amount set forth in Section 4.1.
4.4 Terms of Payment. Payment to Consultant for services rendered in accordance with this
contract shall be based upon submission of monthly invoices for the work satisfactorily
performed prior to the date of the invoice less any amount already paid to Consultant,
which amounts shall be due and payable thirty (30) days after receipt by City. The
invoices shall provide a description of each item of work performed, the time expended
to perform each task, the fees charged for that task, and the direct expenses incurred
and billed for. Invoices shall be accompanied by documentation sufficient to enable City
to determine progress made and to support the expenses claimed.
5.0 ASSURANCES OF CONSULTANT
5.1 Independent Contractor. Consultant is an independent contractor and is solely
responsible for its acts or omissions. Consultant (including its agents, servants, and
employees) is not the City's agent, employee, or representative for any purpose.
It is the express intention of the parties hereto that Consultant is an independent
contractor and not an employee, joint venturer, or partner of City for any purpose
whatsoever. City shall have no right to, and shall not control the manner or prescribe the
method of accomplishing those services contracted to and performed by Consultant
under this Agreement, and the general public and all governmental agencies regulating
such activity shall be so informed.
Those provisions of this Agreement that reserve ultimate authority in City have been
inserted solely to achieve compliance with federal and state laws, rules, regulations, and
interpretations thereof. No such provisions and no other provisions of this Agreement
shall be interpreted or construed as creating or establishing the relationship of employer
and employee between Consultant and City.
Consultant shall pay all estimated and actual federal and state income and self-
employment taxes that are due the state and federal government and shall furnish and
pay worker's compensation insurance, unemployment insurance and any other benefits
required by law for himself and his employees, if any. Consultant agrees to indemnify
and hold City and its officers, agents and employees harmless from and against any
claims or demands by federal, state or local government agencies for any such taxes or
benefits due but not paid by Consultant, including the legal costs associated with
defending against any audit, claim, demand or law suit.
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Consultant warrants and represents that it is a properly licensed professional or
professional organization with a substantial investment in its business and that it
maintains its own offices and staff which it will use in performing under this Agreement.
5.2 Conflict of Interest. Consultant understands that its professional responsibility is solely
to City. Consultant has no interest and will not acquire any direct or indirect interest that
would conflict with its performance of the Agreement. Consultant shall not in the
performance of this Agreement employ a person having such an interest. If the City
Manager determines that the Consultant has a disclosure obligation under the City’s
local conflict of interest code, the Consultant shall file the required disclosure form with
the City Clerk within 10 days of being notified of the City Manager’s determination.
6.0 INDEMNIFICATION
6.1 Insurance Liability. Without limiting Consultant's obligations arising under Paragraph 6.2
Consultant shall not begin work under this Agreement until it procures and maintains for
the full period of time allowed by law, surviving the termination of this Agreement
insurance against claims for injuries to persons or damages to property, which may arise
from or in connection with its performance under this Agreement.
A. Minimum Scope of Insurance
Coverage shall be at least as broad as:
1. Insurance Services Office ("ISO) Commercial General Liability Coverage
Form No. CG 20 10 10 01 and Commercial General Liability Coverage –
Completed Operations Form No. CG 20 37 10 01.
2. ISO Form No. CA 0001 (Ed. 1/87) covering Automobile Liability, Code 1
"any auto" or Code 8, 9 if no owned autos and endorsement CA 0025.
3. Worker's Compensation Insurance as required by the Labor Code of the
State of California and Employers Liability Insurance.
4. Errors and Omissions liability insurance appropriate to the consultant’s
profession. Architects’ and engineers’ coverage is to be endorsed to
include contractual liability.
B. Minimum Limits of Insurance
Consultant shall maintain limits no less than:
1. General Liability: $1,000,000 combined single limit per occurrence for
bodily injury, personal injury and property damage including operations,
products and completed operations. If Commercial General Liability
Insurance or other form with a general aggregate limit is used, the
general aggregate limit shall apply separately to the work performed
under this Agreement, or the aggregate limit shall be twice the prescribed
per occurrence limit.
2. Automobile Liability: $1,000,000 combined single limit per accident for
bodily injury and property damage.
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3. Worker's Compensation and Employers Liability: Worker's compensation
limits as required by the Labor Code of the State of California and
Employers Liability limits of $1,000,000 per accident.
4. Errors and Omissions liability: $1,000,000 per claim.
C. Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by
the City. At the option of the City, either the insurer shall reduce or eliminate
such deductibles or self-insured retentions as respects to the City, its officers,
officials, employees and volunteers; or the Consultant shall procure a bond
guaranteeing payment of losses and related investigations, claim administration
and defense expenses.
D. Other Insurance Provisions
The policies are to contain, or be endorsed to contain, the following provisions:
1. General Liability and Automobile Liability Coverages
a. The City, it officers, officials, employees and volunteers are to be
covered as additional insureds as respects; liability arising out of
activities performed by or on behalf of the Consultant, products
and completed operations of the Consultant, premises owned,
occupied or used by the Consultant, or automobiles owned, hired
or borrowed by the Consultant for the full period of time allowed by
law, surviving the termination of this Agreement. The coverage
shall contain no special limitations on the scope-of-protection
afforded to the City, its officers, officials, employees or volunteers.
b. The Consultant's insurance coverage shall be primary insurance
as respects to the City, its officers, officials, employees and
volunteers. Any insurance or self-insurance maintained by the
City, its officers, officials, employees or volunteers shall be in
excess of the Consultant's insurance and shall not contribute with
it.
c. Any failure to comply with reporting provisions of the policies shall
not affect coverage provided to the City, its officers, officials,
employees or volunteers.
d. The Consultant's insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect
to the limits of the insurer's liability.
2. Worker's Compensation and Employers Liability Coverage
The insurer shall agree to waive all rights of subrogation against the City,
its officers, officials, employees and volunteers for losses arising from
Consultant's performance of the work, pursuant to this Agreement.
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3. Professional Liability Coverage
If written on a claims-made basis, the retroactivity date shall be the
effective date of this Agreement. The policy period shall extend one year
from receipt of final invoice for the project.
4. All Coverages
Each Insurance policy required by this clause shall be endorsed to state
that coverage shall not be suspended, voided, canceled by either party,
reduced in coverage or in limits except after thirty (30) days prior written
notice by certified mail, return receipt requested, has been given to the
City.
E. Acceptability of Insurers
With the exception of Professional Liability, insurance is to be placed with
admitted California insurers with an A.M. Best's rating of no less than A- for
financial strength, AA for long-term credit rating and AMB-1 for short-term credit
rating.
F. Verification of Coverage
Consultant shall furnish the City with Certificates of Insurance and with original
Endorsements effecting coverage required by this Agreement. The Certificates
and Endorsements for each insurance policy are to be signed by a person
authorized by that insurer to bind coverage on its behalf. The Certificates and
Endorsements are to be on forms provided or approved by the City. Where by
statute, the City's Workers' Compensation - related forms cannot be used,
equivalent forms approved by the Insurance Commissioner are to be substituted.
All Certificates and Endorsements are to be received and approved by the City
before Consultant begins the work of this Agreement. The City reserves the right
to require complete, certified copies of all required insurance policies, at any
time. If Consultant fails to provide the coverages required herein, the City shall
have the right, but not the obligation, to purchase any or all of them. In that
event, the cost of insurance becomes part of the compensation due the
contractor after notice to Consultant that City has paid the premium.
G. Subcontractors
Consultant shall include all subcontractors or sub-consultants as insured under
its policies or shall furnish separate certificates and endorsements for each sub-
contractor or sub-consultant. All coverage for sub-contractors or sub-consultants
shall be subject to all insurance requirements set forth in this Paragraph 6.1.
6.2 Indemnification. Notwithstanding the foregoing insurance requirements, and in addition
thereto, Consultant agrees, for the full period of time allowed by law, surviving the
termination of this Agreement, to indemnify the City for any claim, cost or liability that
arises out of, or pertains to, or relates to any negligent act or omission or the willful
misconduct of Consultant in the performance of services under this contract by
Consultant, but this indemnity does not apply to liability for damages for death or bodily
injury to persons, injury to property, or other loss, arising from the sole negligence, willful
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misconduct or defects in design by the City, or arising from the active negligence of the
City.
“Indemnify,” as used herein includes the expenses of defending against a claim and the
payment of any settlement or judgment arising out of the claim. Defense costs include
all costs associated with defending the claim, including, but not limited to, the fees of
attorneys, investigators, consultants, experts and expert witnesses, and litigation
expenses.
References in this paragraph to City or Consultant, include their officers, employees,
agents, and subcontractors.
7.0 CONTRACT PROVISIONS
7.1 Ownership of Work. All documents furnished to Consultant by City and all documents or
reports and supportive data prepared by Consultant under this Agreement are owned
and become the property of the City upon their creation and shall be given to City
immediately upon demand and at the completion of Consultant's services at no
additional cost to City. Deliverables are identified in the Scope-of-Work, Attachment "A".
All documents produced by Consultant shall be furnished to City in digital format and
hardcopy. Consultant shall produce the digital format, using software and media
approved by City.
7.2 Governing Law. Consultant shall comply with the laws and regulations of the United
States, the State of California, and all local governments having jurisdiction over this
Agreement. The interpretation and enforcement of this Agreement shall be governed by
California law and any action arising under or in connection with this Agreement must be
filed in a Court of competent jurisdiction in Mendocino County.
7.3 Entire Agreement. This Agreement plus its Attachment(s) and executed Amendments
set forth the entire understanding between the parties.
7.4 Severability. If any term of this Agreement is held invalid by a court of competent
jurisdiction, the remainder of this Agreement shall remain in effect.
7.5 Modification. No modification of this Agreement is valid unless made with the agreement
of both parties in writing.
7.6 Assignment. Consultant's services are considered unique and personal. Consultant
shall not assign, transfer, or sub-contract its interest or obligation under all or any portion
of this Agreement without City's prior written consent.
7.7 Waiver. No waiver of a breach of any covenant, term, or condition of this Agreement
shall be a waiver of any other or subsequent breach of the same or any other covenant,
term or condition or a waiver of the covenant, term or condition itself.
7.8 Termination. This Agreement may only be terminated by either party: 1) for breach of
the Agreement; 2) because funds are no longer available to pay Consultant for services
provided under this Agreement; or 3) City has abandoned and does not wish to complete
the project for which Consultant was retained. A party shall notify the other party of any
alleged breach of the Agreement and of the action required to cure the breach. If the
breaching party fails to cure the breach within the time specified in the notice, the
contract shall be terminated as of that time. If terminated for lack of funds or
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abandonment of the project, the contract shall terminate on the date notice of
termination is given to Consultant. City shall pay the Consultant only for services
performed and expenses incurred as of the effective termination date. In such event, as
a condition to payment, Consultant shall provide to City all finished or unfinished
documents, data, studies, surveys, drawings, maps, models, photographs and reports
prepared by the Consultant under this Agreement. Consultant shall be entitled to
receive just and equitable compensation for any work satisfactorily completed
hereunder, subject to off-set for any direct or consequential damages City may incur as
a result of Consultant's breach of contract.
7.9 Execution of Agreement. This Agreement may be executed in duplicate originals, each
bearing the original signature of the parties. Alternatively, this Agreement may be
executed and delivered by facsimile or other electronic transmission, and in more than
one counterpart, each of which shall be deemed an original, and all of which together
shall constitute one and the same instrument. When executed using either alternative,
the executed agreement shall be deemed an original admissible as evidence in any
administrative or judicial proceeding to prove the terms and content of this Agreement.
8.0 NOTICES
Any notice given under this Agreement shall be in writing and deemed given when
personally delivered or deposited in the mail (certified or registered) addressed to the
parties as follows:
CITY OF UKIAH NBS
DEPT. OF FINANCE 32605 TEMECULA PARKWAY
300 SEMINARY AVENUE TEMECULA, CALIFORNIA 92592
UKIAH, CALIFORNIA 95482-5400
9.0 SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date:
CONSULTANT
BY: __________________________ ____________________
Date
PRINT NAME: _________________
__________________
IRS IDN Number
CITY OF UKIAH
BY: ____________________
Date
CITY MANAGER
ATTEST
____________________
CITY CLERK Date
Aug 9, 2024
Kristine Lawler (Aug 9, 2024 12:49 PDT)
Kristine Lawler Aug 9, 2024
helping communities fund tomorrow since 1996
870 Market Street, Suite 1223
San Francisco, CA 94102
Toll free: 800.434.8349
www.nbsgov.com
May 20, 2024
Doug Hutchison
Fire Chief
Ukiah Valley Fire Authority
1500 S. State Street
Ukiah, CA 95482
RE: Proposal for Parcel Tax Formation
Dear Mr. Hutchison,
Thank you for the opportunity to address the Authority’s needs for Parcel Tax Formation, including
optional Public Engagement services. As discussed, NBS has work with several other agencies to implement
funding mechanisms to support the provision of fire services and we look forward to assisting the
Authority with the same. If you have any questions regarding the scope of services or fees presented
below, please let me know.
***
SCOPE OF SERVICES
The following describes the proposed Work Plan for completion of this Scope of Services:
KICK-OFF MEETING, PROJECT SCHEDULE
NBS will meet with County staff, consultants, and other interested parties, proceeding on a brisk timeline.
The goals are to:
• Establish lines of communication.
• Clarify the specific project goals and criteria that will meet the team’s preference.
• Identify and resolve any special circumstances regarding the use of the funding mechanisms.
• Establish meeting dates consistent with the schedule to achieve project milestones.
DATA COLLECTION
NBS will gather and review data relevant to the project goals. Data will be obtained from various sources,
including County records, Assessor's parcel maps, County Assessor information. NBS may utilize GIS
mapping to assist with the process.
COST ESTIMATE
NBS will work with the District to develop an estimate of projected costs to calculate adequate financing or
funding scenarios.
Attachment A
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RATE MODELING
NBS will, using the parcel data and cost estimate, model parcel tax rates on both a lot square footage and
building square footage basis.
MEETINGS AND PRESENTATIONS
NBS will provide support to staff to review the feasibility study throughout the project. We have the tools to
accomplish all aspects of the project's work plan remotely from NBS offices. We utilize video conferencing,
email, and telephone to coordinate on the project and review deliverables in an effective manner.
OUTREACH COORDINATION
NBS will coordinate with any polling and outreach consultants to ensure they have the data they need to
effectively engage with the community.
RESOLUTION COORDINATION
NBS will coordinate with legal counsel and the District as appropriate to ensure that the parcel tax
methodology is detailed appropriately in the resolution call for the measure.
OPTIONAL PUBLIC ENGAGEMENT SERVICES
The Authority may wish to include the following optional services that could enhance the project’s results.
SUMMARY OF APPROACH
NBS will communicate with the Authority staff throughout
the duration of the project to clarify the Authority’s goals,
identify any special circumstances, and develop a realistic project schedule.
The following Work Plans detail the steps needed to put the Authority in the
best position to propose a viable local funding ballot measure for the
November 2024 election.
ISSUE RESEARCH, AND POLLING
Develop Stakeholder Outreach and Public Engagement Messaging: NBS will
work with staff, elected officials and stakeholders to develop agreed-upon
messaging that will ensure the sharing of consistent ideas and concepts with the community during Phase
One services such as polling. Standard messaging will provide clarity to community members and prevent
confusion.
NBS will partner with the Authority’s Fire Chief, and community team, to provide the research needed for
the Authority to understand its most viable revenue measure options.
Voter Poll: Working with NBS and the Authority’s team, GBA will draft a survey questionnaire for Authority
approval, and conduct a poll among likely voters within Ukiah that will achieve the following objectives:
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• Explore the current image of the Ukiah Valley Fire Authority, voters' attitudes towards the
Authority, and their assessments of the strengths and weaknesses of local government;
• Determine voter perceptions of the needs of the Authority and the priorities that voters set for
those needs;
• Determine voter attitudes towards various revenue measures for the Authority, and the optimum
amount to place before the voters;
• Evaluate voters' top priorities for money raised in order to design a measure that best addresses
the desires of the community;
• Determine the most effective and important reasons for your voters to support a ballot measure;
• Develop a demographic profile of the Authority’s voters, including how various demographic
groups differ in their opinions and attitudes towards a possible ballot measure.
Polling Methodology: Our subconsultant, GBA, will select the survey sample from highly sophisticated
and up-to-date voter registration files. This information, when combined with the answers to our survey
questions, is essential as we identify voters who are most likely to vote in general, primary, municipal,
special, or mail-only elections. It is critical to remember that any survey must interview only likely
voters. Being a registered voter is not enough. Those likely to vote will have demonstrated their interest
in voting through their history in previous elections.
The sample will be drawn from lists of registered voters which have been matched with telephone
directories and other lists to maximize the quantity of available telephone numbers. Based on the size
of the authority, we would expect that a smaller sample of voters will be adequate, even if it is no more
than 100 completed interviews.
GBA believes that it is of the utmost importance to go beyond simple questions and simple answers. For
example, you will never see us ask if a problem is serious or not serious. We require differentiation
between those with strong opinions and those with weaker opinions, those who say the problem is
"extremely serious," or "very serious" rather than those who say it is only "somewhat serious" or "not
too serious." Therefore, virtually all questions in our polls will delve into the intensity of feeling that
voters bring to an issue. Only in this way can we separate those voters with a general opinion on an
issue from those who are moved to take action because of that same issue (even if the "action" is just
voting "yes" or "no").
Telephone interviews are conducted by a regularly employed staff of full-time professional interviewers
who specialize in conducting interviews for public opinion surveys. GBA supervises the interviewing
process and verifies that interviews are conducted according to specifications. Supervisory procedures
include continuous on-site and telephone monitoring of interviews. GBA follows established industry
standards for call backs of busy or "not-at-home" numbers designed specifically to maintain the
randomness of interviewee selection and the validity of the survey. A regularly employed staff of full-
time professional interviewers conducts interviews in English, Spanish, Vietnamese, Cantonese,
Mandarin, and other languages.
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To summarize, we will provide to the Ukiah Valley Fire Authority:
• Random telephone and on-line survey of likely voters
• Consultation solely with principal of Gene Bregman & Associates
• Assistance in developing topic areas to be investigated
• Development of survey questionnaire
• Scientific sample selection to assure reaching an accurate representation of the voting population
• Pre-testing of questionnaire
• Conduct of field work from our central phone bank, as well as surveys completed from text and
email contacts
• Editing, coding, and electronic data processing
• A full computer printout of all cross-tabulated data
• Analysis of survey results
• On-going strategy and consultation
Feasibility Analysis of Ballot Measure Options and Expenditure Plan: Incorporating polling data, NBS and
GBA will make recommendations to the Authority team on a proposed ballot measure amount and ballot
measure expenditure plan elements. If polling is favorable for a potential funding measure, this would be
an optimal time to present polling data to the Board for discussion and recommendation to draft ballot
measure language. This allows time for community outreach, input and consensus building among key
stakeholders prior to finalizing the proposed ballot language and the resolutions Council must adopt to
officially place a measure before voters.
MESSAGE TOOLKIT, STAKEHOLDER OUTREACH AND PUBLIC
ENGAGEMENT
Outreach to key stakeholders (business, labor, and other community
leaders) before a measure is officially proposed can be key to the success
of its passage. This is where potential bumps in the road are uncovered,
and ideally resolved. NBS will work with the Authority team to develop a
Stakeholder Outreach Plan and strategy to help build community
consensus around the need for a ballot measure to maintain the quality of
life that Ukiah residents desire.
NBS will work with the Authority’s team to create a Key Stakeholder
Outreach Plan and a list of key stakeholders and media outlets, develop
website content, and an Informational Toolkit (fact sheet, Q&A,
PowerPoint presentation) that can be used to educate and engage leaders in the public and private sector,
business community, and community-based organizations about the need for additional funding for
essential public services.
Once the Board acts to place a measure on the ballot, the Authority may consider some informational
outreach to educate residents on the proposal itself through online and news media communications and
through the mail. Working with your staff and legal counsel, we can assist with crafting and implementing
that communications program.
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Finalize Ballot Measure Language and Ballot Argument
To place a ballot measure on the November 5, 2024 ballot, all election-related Board action and
resolutions must be completed and noticed to the County by August 9, 2024, providing an important
window of time for informing and engaging community members around the need for additional revenue
before officially proposing and finalizing the ballot measure language.
NBS will work with the Authority’s Fire Chief and Attorney to draft ballot measure language and
accompanying resolutions for Board approval.
PROFESSIONAL FEES
Parcel Tax Formation ............................................................................................................................ $8,500
OPTIONAL SERVICES FEES
Issue Research, and Polling……………………………………………………………………………………………………………$20,000
Message Toolkit, Stakeholder Outreach and Public
Engagement……………………….………………………………………………………………………………………………………… $19,500
TERMS
At no time will we invoice for charges in excess of the fee to which the Authority and NBS mutually agree.
Should the Authority specifically request additional services beyond those described in this document, we
will discuss those requests and associated costs at that later time and only invoice for additional fees upon
separate written authorization from the Authority. NBS proposes to invoice the Authority on a monthly
basis, following recorded consultant time on the project, paralleling our completion of the work.
***
Please feel free to reach out to me at any time with questions about our proposal or to move forward with
a professional services agreement. I can be reached at 800.434.8349 or via smares@nbsgov.com. We
would genuinely like to work on this project and help the Authority move forward successfully.
Sincerely,
Sara Mares
Director