AGR-5596.B - WILLDAN FINANCIAL SERVICES - DISTRICT ADMINISTRATION SERVICES FOR FY 2020-2021F1CR-55qb•
PROFESSIONAL SERVICES AGREEMENT
District Administration Services for FY 2020/2021]
THIS PROFESSIONAL SERVICES AGREEMENT (the "AgreemenY') is made at
Orange, California, as of q 2020 ("Effective Date") by and among the
CITY OF ORANGE, a munic pal corporation ("City") and WILLDAN FINANCIAL
SERVICES, a California corporation ("Contractor"), who agree as follows:
1. Services. Subject to the terms and conditions set forth in this Agreement;
Contractor shall provide to the reasonable satisfaction of City the services set forth in Exhibit
A,"which is attached hereto and incorporated herein by reference. As a material inducement to
City to enter into this Agreement, Contractor represents and warrants that it has thoroughly
investigated and considered the scope of services, fully understands the difficulties and
restrictions in performing the work, and is independently engaged in the business of providing
such services. Contractor shall perform all services in a manner reasonably satisfactory to City
and in a manner in conformance with the standards of quality normally observed by an entity
provided such services to a municipal agency. All services provided shall conform to all federal,
state and local ]aws, rules and regulations and to the best professional standards and practices.
The terms and conditions set forth in this Agreement shall control over any terms and conditions
in Exhibit "A" to the contrary.
Will Kolbow, Assistant City Manager/Director of Administrative Services ("City's
Project Manager"), shall be the person to whom Contractor will report for the perFormance of
services hereunder. It is understood that Contractor's performance hereunder shall be under the
supervision of CiTy's Project Manager (or his/her designee), that Contractor shall coordinate its
services hereunder with City's Project Manager to the extent required by City's Project Manager,
and that all performances required hereunder by Contractor shall be performed to the satisfaction
of City's Project Manager and the City Manager.
2. Comoensatian and Fees.
a. Contractor's total compensation for all services performed under this
Agreement, shall not exceed EIGHTEEN THOUSAND SEVEN HIJNDRED DOLLARS and
95/100 ($18,700.95)without the prior written authorization of City.
b. The above compensation shall include all costs, including, but not limited
to, all clerical, administrative, overhead, insurance, reproduction, telephone, travel, auto rental,
subsistence and all related expenses.
3. Pavment.
a. As scheduled services are completed, Contractor shall submit to CiTy an
invoice for the services completed, authorized expenses and authorized extra work actually
performed or incurred.
b. A]I such invoices shall state the basis for the amount invoiced, including
services completed, the number of hours spent and any extra work performed.
c. City will pay Contractor the amount invoiced wi[hin thirty (30) days of
approval of all deliverables.
d. Payment sl all constitute payment in full for all services, authorized costs
and authorized extra work covered by that invoice.
4. Chanee Orders. No payment for extra services caused by a change in the scope
or complexity of work, or for any other reason, shall be made unless and until such extra services
and a price [herefor have been previously authorized in writing and approved by City as an
amendment to this Agreement. The amendment shall set forth the changes of work, extension of
time, and adjustment of the compensation to be paid by City to Contractor.
5. Licenses. Contractor represents that it and any subcontractors it may engage,
possess any and all licenses which are required under state or federal ]aw to perform the work
contemplated by this Agreement and that Contractor and its subcontractors shall maintain all
appropriate licenses, including a City of Orange business license, at its cost; during the
performance of this Agreement.
6. Indeoendent Contractor. At all times during the term of this Agreement,
Contractor shall be an independent contractor and not an employee of City. City shall have the
right to control Contractor only insofar as the result of Contractor's services rendered pursuant to
this Agreement. City shall not have the right to control the means by which Contractor
accomplishes services rendered pursuant to this Agreement. Contractor shall, at its sole cost and
expense, furnish all facilities, materials and equipment which may be required for fumishing
services pursuant to this Agreement. Contractor shall be solely responsible for, and shall
indemnify, defend and save City harmless from all matters relating to the payment of its
subcontractors, agents and employees, including compliance with social security, withholding
and all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever.
Contractor acknowledges that Contractor and any subcontractors, agents or employees employed
by Contractor shall not, under any circumstances, be considered employees of City, and that they
shall not be entitled to any of the benefits or rights afforded employees of City, including but not
limited to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits,
or health, life, dental, long-term disability or workers'compensation insurance benefits.
7. Contractor Not Aeent Except as City may specify in writing, Contractor shall
have no authoriTy, express or implied, to act on behalf of City in any capacity whatsoever as an
agent. Contractor shall have no authority, express or implied, to bind City to any obligation
whatsoever.
8. Desi2nated Persons. Only those qualified persons authorized by City's Project
Manager, or as designated in Exhibit "A," shall perform work provided for under this
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Agreement. It is understood by the parties that clerical and other nonprofessional work may be
perfonned by persons other than those designated.
9. Assi¢nment or Subcontrac[ine. No assignment or subcontracting by Contractor
of any part of this Agreement or of funds to be received under this Agreement shall be of any
force or effect unless the assignment has had the prior written approval of City. City may
terminate this Agreement rather than accept any proposed assignment or subcontracting. Such
assignmen[or subcontracting may be approved by the City Manager or his/her designee.
10. Time of Comnletion. Except as otherwise specified in Exhibit "A," Contractor
agrees to diligently prosecute completion of the work in accordance with the[ime period set forth
in Exhibit"A"hereto or as otherwise agreed to by and between the representa[ives of the par[ies.
11. Time Is of the Essence. Time is of the essence in tliis Agreement. Contractor
shall do all things necessary and incidental to the prosecution of Con[ractor's work.
12. Reserved.
13. Delays and Extensions of Time. Contractor's sole remedy for delays outside its
control, other than those delays caused by City, shal] be an extension of time. No matter what
tlie cause of the delay, Contractor must document any delay and request an extension of time in
writing at the time of the delay to the satisfaction of City. Any extensions granted shall be
imited to the length of the delay outside Contractor's control. If Contractor believes that delays
caused by City will cause it to incur additional costs, it must specify, in writing, why the delay
has caused additional costs to be incurred and the exact amount of such cost at the time the delay
occurs. No additional costs can be paid that exceed the not to exceed amount stated in Section
2.a, above, absent a written amendment to this Agreement.
14. Products of Contractor. The documents, studies, evaluations, assessments,
reports, plans, citations, materials, manuals, technical data, logs, files, designs and other products
produced or provided by Contractor for this Agreement shall become the property of City upon
receipt. Contractor shall deliver all such products to City prior to payment for same. City may
use, reuse or otherwise utilize such products without restriction.
15. Eaual Emplovment Opportunitv. During the performance of this Agreement,
Contractor agrees as follows:
a. Contractor shall not discriminate against any employee or applicant for
employment because of race, color, religion, sex, national origin, menta] or physical disability, or
any other basis prohibited by applicable law. Contractor shall ensure that applicants are
employed, and that employees are treated during employment, without regard to their race, color,
religion, sex, national origin, mental or physical disabiliry, or any other basis prohibited by
applicable ]aw. Such actions shall include, but not be limited to the following: employment,
upgrading, demotion or transfer, recruitmen[ or recruitment advertising, layoff or termination,
rates of pay or other forms of compensation and selection for training, including apprenticeship.
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Contractor agrees to post in conspicuous places, available to employees and applicants for
employment, a notice setting forth provisions of this non-discrimination clause.
b. Contractor shall, in all solicitations and advertisements for employees
placed by, or on behalf of Contractor, state that all qualified applicants wil] receive consideration
for employment without regard to race, color, religion, sex, national origin, mental or physical
disability, or any other basis prohibited by applicable ]aw.
c. Contractor shall cause the foregoing paragraphs (a) and (b) to be inserted
in all subcontracts for any work covered by this Agreement, provided that the foregoing
provisions shall not apply to subcontracts for standard commercial supplies or raw materials.
16. Conflicts of Interest. Contractor agrees that it shall not make, par[icipate in the
making, or in any way attempt to use its position as a contractor to influence any decision of City
in which Contractor knows or has reason to know that Contractor, its of£cers, partners, or
employees have a financial interest as defined in Section 87103 of the Government Code.
Contractor further agrees that it shall not be eligible to work as the design/build firm for the
project that is the subject of this Agreement.
17. Indemnitv.
a. To the fullest extent permitted by law, Contractor agrees to indemnify,
defend and hold City, its City Council and each member thereof, and the officers, officials,
agents and employees of City (collectively the "Indemnitees") entirely harmless from all liability
arising out of:
1) Any and all claims under worker's compensation acts and other
employee benefit acts with respect to Contractor's employees or subcontrac[or's employees
arising out of Contractor's work under this Agreement, including any and all claims under any
law pertaining to Contractor's status as an independent contractor; and
2) Any claim, loss, injury to or death of persons or damage to
propeRy caused by any act, neglect, default, or omission other than a professional act or omission
of Contractor, or person, firm or corporation employed by Contractor, either directly or by
independent contract, including all damages due to loss or theft sustained by any person, firm or
corporation including the Indemnitees, or any of them, arising out of, or in any way connected
with the work or services which are the subject of this Agreement, including injury or damage
either on or off City's property; but not for any loss, injury, death or damage caused by the active
negligence or willful misconduct of City. Contractor, at Contractor's own expense, cost and risk,
shall indemnify any and all claims, actions, suits or other proceedings that may be brought or
instituted against the Indemnitees on any such claim or liabi]ity covered by this Subsection
17.a(2), and shall pay or satisfy any judgment that may be rendered against the Indemnitees, or
any of them, in any action, suit or other proceedings as a result of coverage under this
Subsection.
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b. To the fullest extent permitted by law, Contractor agrees to indemnify and
hold Indemnitees entirely harmless from all liability arising out of any claim, ]oss, injury to or
death of persons or damage [o property caused by the negligent professional act or omission in
the performance of professional services pursuant to this Agreement.
c. Except for the Indemnitees, the indemnifications provided in this
Agreement shall not be construed to extend any third party indemnification rights of any kind to
any person or entity which is not a signatory to this Agreement.
d. The indemnitees set forth in this section shall survive any closing,
rescission, or termination of this Agreement, and shall continue to be binding and in full force
and effect in perpetuity with respect to Contractor and its successors.
18. Insurance.
a. Contractor shall carry workers' compensation insurance as required by law
for the protection of its employees during the progress of the work. Contractor understands that
it is an independent contractor and not entiUed to any worker's compensation benefits under any
City program.
b. Contractor shall maintain during the ]ife of this Agreement the following
minimum amount of comprehensive general liability insurance or commercial general liability
insurance: the greater of (1) One Million Dollars ($1,000,000) per occurrence; or (2) all the
insurance coverage and/or limits carried by or available to Consultant. Said insurance shal] cover
bodily injury, death and property damage and be written on an occurrence basis.
c. Contractor shall maintain during the life of this Agreement, the following
minimum amount of automotive liability insurance: the greater of(1) a combined single ]imit of
One Million Dollars ($1,000,000); or (2) all the insurance coverage and/or limits carried by or
available to Consultant. Said insurance shall cover bodily injury, death and property damage for
all owned, non-owned and hired vehicles and be written on an occurrence basis.
d. Any insurance proceeds in excess of or broader than the minimum
required coverage and/or minimum required limits which are applicable to a given loss shall be
available to City. No representation is made that the minimum insurance requirements of this
Agreement are sufficient to cover the obligations of Consultant under this Agreement.
e. Each policy of general liability and automotive ]iability shall provide that
City, its o cers, officials, agents, and employees are declared to be additional insureds under the
terms of the policy, but only with respect to the work performed by Contractor under this
Agreement. A policy endorsement to that effect shall be provided to City along with the
certificate of insurance, which e dorsement shall be on Insurance Services Office, Inc. Form CG
20 10 10 Ol. In lieu of an endorsement, City will accept a copy of the policy(ies)which evidences
that City is an additional insured as a contracting party. The minimum coverage required by
Subsection 18.6 and c, above, shall apply to City as an addi[ional insured.
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f.Contractor shall maintain during the life of this Agreement professional
liability insurance covering errors and omissions arising out of the performance of this
Agreement with a minimum ]imit of One Million Dollars ($1,OOQ000) per claim. Contractor
agrees to keep such policy in force and effect for at least five (5) years from the date of
comp]etion of this Agreement.
g. The insurance policies maintained by Contractor shall be primary
insurance and no insurance held or owned by City shall be called upon to cover any loss under
the policy. Contractor will determine its own needs in procurement of insurance to cover
liabilities other than as stated above.
h. Before ConVactor performs any work or prepares or delivers any
materials, Contractor shall furnish ceRificates of insurance and endorsements, as required by
City, evidencing the aforementioned minimum insurance coverages on forms acceptable ro City,
which shall provide that the insurance in force will not be canceled or allowed to lapse without a[
least ten (10) days' prior written notice to City.
i.Except for professional liability insurance coverage that may be required
by this Agreement, all insurance maintained by Contractor shall be issued by companies admitted
to conduct the pertinent line of insurance business in Califomia and having a rating of Grade A
or better and Class VII or better by the latest edition of Best's Key Rating Guide. Tn the case of
professional liabiliry insurance coverage, such coverage shall be issued by compa ies either
licensed or admitted to conduct business in California so long as such insurer possesses the
aforementioned Best's rating.
j.Contractor shall immediately notify City if any required insurance lapses
or is otherwise modified and cease performance of this Agreement unless otherwise directed by
City. In such a case, City may procure insurance or self-insure the risk and charge Contractor for
such costs and any and all damages resulting therefrom, by way of set-off from any sums owed
Contractor.
k. Contractor agrees that in the event of loss due to any of the perils for
which it has agreed to provide insurance, Contractor shall look solely to its insurance for
recovery. Contractor hereby grants to City, on behalf of any insurer providing insurance to either
Contractor or City with respect to the services of Contractor herein, a waiver of any right to
subrogation which any such insurer may acquire against City by virtue of the payment of any loss
under such insurance.
1.Contractor shall include all subcontractors, if any, as insureds under its
policies or shall furnish separate certificates and endorsements for each subcontractor to City for
review and approvaL All coverages for subcontractors shall be subject to all of the requirements
stated herein.
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19. Termination. City may for any reason terminate this Agreement by giving
Contractor not ]ess than five (5) days' written notice of intent to terminate. Upon receipt of such
notice, Contractor shall immediately cease work, unless the notice from City provides otherwise.
Upon the termination oF this Agreement, City shall pay Contractor for services satisfactorily
provided and all allowable reimbursements incurred to the date of termination in compliance
with this Agreement, unless termination by City shall be for cause, in which event City may
withhold any disputed compensation. City shall not be liable for any claim of lost profits.'
20. Maintenance and Inspection of Records. In accordance with generally accepted
accounting principles, Contractor and its subcontractors shall maintain reasonably full and
complete books, documents, papers, accounting records, and other information (co]lectively, the
records") pertaining to the costs of and completion of services performed under this Agreement.
City and its authorized representatives shall have access to and the right to audit and reproduce
any of Contractor's records regarding the services provided under this Agreement. Contractor
shall maintain all such records for a period of at least three (3) years after termination or
completion of this Agreement. Contractor agrees to make available all such records for
inspection or audit at its offices during normal business hours and upon three (3) days' notice
from City, and copies thereof shall be furnished if requested.
21. Compliance with all Laws/Immiaration Laws.
a. Contractor shall be knowledgeable of and comply with all local, state and
federa] laws which may apply to the performance of this Agreement.
b. If the work provided for in this Agreement constiwtes a "public works," as
that term is defined in Section 1720 of the California Labor Code, for which prevailing wages
must be paid, to the extent Contractor's employees will perform any work that falls within any of
the classifications for which the Department of Labor Relations of the State of California
promulgates prevailing wage determinations, Contractor hereby agrees that it, and any
subcontractor under it, shall pay not less than the specified prevailing rates of wages to all such
workers. The genera] prevailing wage determinations for crafts can be located on the website of
the Department of Industrial Relations (www.dir.ca.eov/DLSRI. Additionally, to perform work
under this Contract, Contractor must meet all State registration requiremenks and criteria,
including project compliance monitoring.
c.Contractor represents and warrants that it:
1) Has complied and shall at all times during the term of this
Agreement comply, in all respects, with all immigration laws, regulations, statutes, rules, codes,
and orders, including, without limitation, the Immigration Reform and Control Act of 1986
iRCA); and
2) Has not and will not knowingly employ any individual to perform
services under this Agreement who is ineligible to work in the United States or under the terms
ofthis Agreement; and
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3) Has properly maintained, and shall at all times during the term of
this Agreement properly maintain, a11 related employment documentation records including,
without limitation, the completion and maintenance of the Form I-9 for each of Contractor's
employees; and
4) Has responded, and shall at all times during th0 term of this
A reement respond, in a timely fashion to any government inspection requests relating to
immigration law compliance and/or Form I-9 compliance and/or worksite enforcement by the
Department of Homeland Security, the Depar[ment of Labor, or the Social Security
Administration.
d. Contractor shall require all subcontractors or subconsultants to make the
same representations and warranties as set foRh in Subsection 21.b.
e. Contractor shall, upon request of City, provide a list of all employees
working under this Agreement and shall provide, to the reasonable satisfaction of City,
verification that all such employees are eligible to work in the United States. A]I costs associated
with such verification shall be bome by Contractor. Once such request has been made,
Contractor may not change employees working under this Agreement without written notice to
City, accompanied by the verification required herein for such employees.
f.Contractor shall require all subcontractors or sub-consultants to make the
same verification as set forth in Subsection 21.d.
g. If Contractor or subcontractor knowingly employs an employee providing
work under this Agreement who is not authorized to work in the United States, and/or fails to
follow federal ]aws to determine the status of such employee, that shall constitute a material
breach of this Agreement and may be cause for immediate termination of this Agreement by City.
h. Contractor agrees to indemnify and hold City, its officers, officials, agents
and employees harmless for, of and from any loss, including but not limited to fines, penalties
and corrective measures Ciry may sustain by reason of Contractois failure to comply with said
laws, rules and regulations in connection with the perfonnance of this Agreement.
22. Governina Law and Venue. This Agreement shall be construed in accordance
with and governed by the laws of the State of California and Contractor agrees to submit to the
jurisdiction of Califomia couRs. Venue for any dispute arising under this Agreement sha11 be in
Orange County, California.
23. Intearatioa This Agreement constitutes the entire agreement of the parties. No
other agreement, oral or written, per[aining to the work to be performed under this Agreement
shall be of any force or effect unless it is in writing and signed by both paRies. Any work
performed which is inconsistent wi[h or in violation of the provisions of this Agreement shall not
be compensated.
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24. Notice. Except as otherwise provided herein, all notices required under this
Agreement shall be in writing and delivered personally, by e-mail, or by first class mail, postage
prepaid, to each party at the address listed be]ow. Either party may change the notice address by
notifying the other party in writing. Notices shall be deemed received upon receipt of same or
within three (3) days'of deposit in the U.S. Mail, whichever is earlier. Notices sent by e-mail
shall be deemed received on the date of the e-mail transmission.
CONTRACTOR" CITY"
Willdan Financial Services City of Orange
27368 Via lndustria, Suit 200 300 E. Chapman Avenue
Temecula, CA 92590-4856 Orange, CA 92866-]591
Attn.: Gladys Medina Attn.: Will Kolbow
Telephone No.: (951) 587-3500 Telephone No.: (714) 744-2235
E-Mail: gmedina@willdan.com E-Mail: wkolbow@cityoforange.org
25. Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the
same instrument. Signatures transmitted via facsimile and electronic mail shal] have the same
effect as original signawres.
Remainder of page intentionally left blank; signatures on next page]
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IN WITNESS of this Agreement, the parties have entered into this Agreement as of the
year and day first above written.
CONTRACTOR" CITY"
WILLDAN FINANCIAL SERVICES, C[TY OF ORANGE, a municipal corporation
a Califomia corporatio
By: By:
Printed Name: rk J. Risco c Otto, City Manager
Title: President and CEO
By: _l Jr 1'U°` APPROVED AS TO FORM:
Printed Name: Rebekah Smith
Title: Assistant Secretary
Mary E. B ming
Senior Assistant City Attorn
NOTE:TGe Crty requrres t/te followrng signature(s) on beGalf of the Contractor:
1) tGe Chairman of tGe Board, the President or a Vice-President,AND (2) tke
Secretary, the Chief Financia[ Offrcer, the Treasurer, an Assistant Secretary or
an Assistant Treasurer. If only one corpora[e ojficer exists or one corporale
offrcer holds more tlran one corporate offrce,p[ease so iadicate OR
The corporate officer named in a corporate resolution as auUrorrzed to enter
into tkis Agreement. A copy oj ihe corporate resolution, certified by the
Secretary close in time to the execution of 1he Agreement, must be provrded to
the City.
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EXHIBIT "A"
SCOPE OF SERVICES
Beneath this sheet.]
Exhibit A
FEES FOR SERVICES
Annual Administration Services
FY 202012021 FY 79@0- FY 19/20-District Admiaistration
District Parcels Active Parcels Charged Annual)
Community Facilities District No. 06-1
599 597 4,196.47
Del Rio Public Improvements)
Community Facilities District No. 91-2
1,084 996 3,324.48
Serrano Heights Public Improvements)
Landscape Maintenance District No. 86-2
1,517 1,517 490.50
Santiago Hills)
Landscape Maintenance District No. 94-1
163 163 490.50
Sycamore Crossing)
Landscape Maintenance District No. 15-1 1,517 1,517 490.50
Sanitation District 688 669 272.50
Total Annual Costs: 18,700.95
Willdan Financial Services Page 1 City o(Orange
Exhibit A
Arbitrage Rebate/Continuing Disclosure
Annual Arbitrege
FY 2020/2021
Issue Date Original Principal Disclosure Dissemination*
Arbitrage
ReportingBondIssue
Re ort
Period
Fees
2008 Tax Allocation Bonds, Series A 5/01/OS 33,450,000 900.00 100.00 5 year NIA
Community Facilities District No. 91-2
Serrano Heights Public Improvements) 3/20/13 28,810,000 900.00 100.00 5 year N/A
2013 S ecial Tax Refundin 8onds
Orange Merged and Amended Redevelopment
Project Area 2014 Tax Allocation Refunding 12/04/14 28,850,000 900.00 100.00 5 year N/A
Bonds, Series A
Community Facilities District No. 06-1
Del Rio Public Improvements) 3/18/15 23,920,000 900.00 100.00 5 year N/A
2015 S ecial Tax Refundin Bonds
Successor Agency to the Orange Redevelopment
Agency, Orange Merged and Amended
7/12118 20,375,000 2,100.00 100.00 5 year N/A
Redevelopment Project Area, 201 S Tax Allocation
Refundin Bonds, Series A
250 additional er Notice of Occurrence of Listed Event, as re uired
Willdan Financial Services Page 2 City of Orange
Exhibit A
Willdan will be reimbursed for out-of-pocket expenses. Examples of reimbursable expenses include, but
are not limited to postage,travel expenses, mileage(current federal prevaiiing rate), maps,electronic data
provided from the County and/or other applicable resources, construction cost periodicals, and copying
currently 6¢ per copy). Any additional expense for reports or from outside services will be billed to the
City. Charges for meeting and consulting with counsel, the City, or other parties regarding services not
listed in the scope of work above will be at our then-current hourly rates (see"Hourly Rates" section).
In the event that a third party requests any documents, Willdan may charge such third party for providing
said documents in accordance with WFS' applicable rate schedule.
a
Additional authorized services will be billed at Willdan's then-current hourly consulting rates. Our current
hourly rates are presented below.
Principal Engineer 210
Group Manager 200
Principal Consultant 200
Senior Project Manager 165
Pmject Manager 145
Senior Project Analyst 130
Senior Analyst 120
Analyst 100
Analyst Assistant 75
Property Owner Services Representative 55
Support Staff 50
Willdan Financial Services Page 3 City af Orange