HomeMy WebLinkAboutAGR-5596.D - WILLDAN FINANACIAL SERVICES - DISTRICT ADMINISTRATION SERVICESDocusign Envelope ID:6B2630BD-223B-8D37-81C2-72CE6443CE3E
AGR-5596. D
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PROFESSIONAL SERVICES AGREEMENT
District Administration Services]
THIS PROFESSIONAL SERVICES AGREEMENT (the "Agreement") is made at
Orange, California, on this 12th day of May 2026 (the "Effective Date") by and
between the CITY OF ORANGE,a municipal 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 and fully understands the difficulties and restrictions in
performing the work. The services which are the subject of this Agreement are not in the usual
course of City's business and City relies on Contractor's representation that it is independently
engaged in the business of providing such services and is experienced in performing the work.
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 providing such
services to a municipal agency. All services provided shall conform to all federal, state and local
laws, 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.
Trang Nguyen, Finance Director("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. Compensation and Fees.
a. Contractor's total compensation for all services performed under this
Agreement, shall not exceed a cumulative total of ONE HUNDRED NINETY-NINE
THOUSAND THREE HUNDRED EIGHTY-FIVE DOLLARS and 00/100 ($199,385.00) for the
next five fiscal years (July 1 through June 30) beginning July 1, 2026 with fiscal year 2026/27
without the prior written authorization of City. Additionally, Contractors total compensation for
all services performed under this Agreement during each fiscal year shall not exceed the year-by-
year cost breakdown, as set forth on Attachment A, without the prior written authorization of the
City.
b. Beginning in FY 2027/28 and each fiscal year thereafter, the fees shall be
adjusted annually based on the percentage change in the Consumer Price Index (CPI) for Los
Angeles-Long Beach-Anaheim region, or the closest equivalent index published at the time of
adjustment.
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C.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. Payment.
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. All 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 within thirty (30) days after
the approval of the invoice.
d. Payment shall constitute payment in full for all services, authorized costs
and authorized extra work covered by that invoice.
4. Change 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 therefor have been previously authorized in writing and approved by City as an
amendment to this Agreement. City's Project Manager is authorized to approve a reduction in the
services to be performed and compensation therefor. All amendments shall set forth the changes
of work,extension of time,and/or adjustment of the compensation to be paid by City to Contractor
and shall be signed by the City's Project Manager, City Manager or City Council, as applicable.
5. Licenses. Contractor represents that it and any subcontractors it may engage,
possess any and all licenses which are required under state or federal law 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.Independent 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 furnishing
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 it and any subcontractors, agents or employees employed by
Contractor shall not,under any circumstances,be considered employees of City,and that they shall
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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 Agent. 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. Designated Persons. Only those qualified persons authorized by City's Project
Manager, or as designated in Exhibit"A,"shall perform work provided for under this Agreement.
It is understood by the parties that clerical and other nonprofessional work may be performed by
persons other than those designated.
9. Assignment or Subcontracting. 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 the prior written approval of City. City may terminate this
Agreement rather than accept any proposed assignment or subcontracting. Such assignment or
subcontracting may be approved by the City Manager or his/her designee.
10. Time of Completion. Except as otherwise specified in Exhibit "A," Contractor
shall commence the work provided for in this Agreement within five(5)days of the Effective Date
of this Agreement and diligently prosecute completion of the work in accordance with the time
period set forth in Exhibit"A"hereto] or as otherwise agreed to by and between the representatives
of the parties.
11. Time Is of the Essence. Time is of the essence in this Agreement. Contractor shall
do all things necessary and incidental to the prosecution of Contractor'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, shall be an extension of time. No matter what the
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 limited 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.
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15. Equal Employment Opportunity. 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, mental 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 disability, or any other basis prohibited by applicable law.
Such actions shall include,but not be limited to the following: employment,upgrading,demotion
or transfer,recruitment or recruitment advertising,layoff or termination,rates of pay or other forms
of compensation and selection for training, including apprenticeship. 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 will receive consideration
for employment without regard to race, color, religion, sex, national origin, mental or physical
disability, or any other basis prohibited by applicable law.
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, participate in the
making, or in any way attempt to use its position as a consultant to influence any decision of City
in which Contractor knows or has reason to know that Contractor, its officers, partners, or
employees have a fmancial interest as defined in Section 87103 of the Government Code.
17. Indemnity.
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 workers' compensation acts and other
employee benefit acts with respect to Contractor's employees or Contractor's subcontractor's
employees arising out of Contractor's work under this Agreement, including any and all claims
under any law pertaining to Contractor or its employees' status as an independent contractor and
any and all claims under Labor Code section 1720 related to the payment of prevailing wages for
public works projects; and
2) Any claim, loss, injury to or death of persons or damage to property
caused by any act, neglect, default, or omission of Contractor, or person, firm or corporation
employed by Contractor, either directly or by independent contract, including all damages due to
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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 its 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 liability
covered by this subparagraph, 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 subparagraph.
b. To the fullest extent permitted by law, and as limited by California Civil
Code 2782.8, Contractor agrees to indemnify and hold Indemnitees harmless from all liability
arising out of any claim, loss, injury to or death of persons or damage to property to the extent
caused by its 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 indemnities 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 entitled to any workers' compensation benefits under any
City program.
b. Contractor shall maintain during the life 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 Contractor. Said insurance shall 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 limit of
One Million Dollars ($1,000,000); or (2) all the insurance coverage and/or limits carried by or
available to Contractor. 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
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to City. No representation is made that the minimum insurance requirements of this Agreement
are sufficient to cover the obligations of Contractor under this Agreement.
e.Each policy of general liability and automotive liability shall provide that
City, its officers, 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. 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.b and c, above, shall apply to City as an additional insured. Any umbrella liability
insurance that is provided as part of the general or automobile liability minimums set forth herein
shall be maintained for the duration of the Agreement.
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 limit of One Million Dollars ($1,000,000) per claim. Contractor agrees to keep
such policy in force and effect for at least five (5) years from the date of completion 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 Contractor performs any work or prepares or delivers any materials,
Contractor shall furnish certificates of insurance and endorsements, as required by City,
evidencing the aforementioned minimum insurance coverages on forms acceptable to City,which
shall provide that the insurance in force will not be canceled or allowed to lapse without at 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 California and having a rating of Grade A or
better and Class VII or better by the latest edition of Best Key Rating Guide. In the case of
professional liability insurance coverage, such coverage shall be issued by companies either
licensed or admitted to conduct business in California so long as such insurer possesses the
aforementioned Best 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.
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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.
19. Termination. City may for any reason terminate this Agreement by giving
Contractor not less 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 (collectively, 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/Immigration Laws.
a. Contractor shall be knowledgeable of and comply with all local, state and
federal laws which may apply to the performance of this Agreement.
b. If the work provided for in this Agreement constitutes 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 general
prevailing wage determinations for crafts can be located on the website of the Department of
Industrial Relations (www.dir.ca.gov/DLSR). Additionally,to perform work under this Contract,
Contractor must meet all State registration requirements and criteria,including project compliance
monitoring.
c.Contractor represents and warrants that it:
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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 of
this Agreement; and
3) Has properly maintained, and shall at all times during the term of
this Agreement properly maintain, all 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 the term of this
Agreement 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 Department of Labor, or the Social Security
Administration.
d. Contractor shall require all subcontractors or subconsultants to make the
same representations and warranties as set forth in Subsection 21.c.
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. All costs associated with such
verification shall be borne 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.e.
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 laws 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 City may sustain by reason of Contractor's failure to comply with said laws,
rules and regulations in connection with the performance of this Agreement.
22. Governing 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
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jurisdiction of California courts. Venue for any dispute arising under this Agreement shall be in
Orange County, California.
23. Integration. This Agreement constitutes the entire agreement of the parties. No
other agreement,oral or written,pertaining 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 parties. Any work performed
which is inconsistent with or in violation of the provisions of this Agreement shall not be
compensated.
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 U.S. mail,
postage prepaid, to each party at the address listed below. 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 Industria, Suite 200 300 E. Chapman Avenue
Temecula, CA 92590 Orange, CA 92866-1591
Attn.: Tony Thrasher Attn.: Trang Nguyen
Telephone: (951) 972-8110 Telephone: (714) 744-2235
E-Mail: TThrasher@willdan.com E-Mail: nguyent@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 electronically shall have the same effect as original signatures.
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, CITY OF ORANGE, a municipal corporation
a California corporation
Initial
DocuSigned by:
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By:By. _0L1:16oB7/7itz04;7
Printed Name: Chris Fisher Daniel R. Slater, Mayor
Title: Vice President/ Director
QInitial
By: SLQ t&t')
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ATTEST:
Printed Name: Rebekah Smith
Signed by:
Title: Assistant Secretary
uts tftu ea tr43A...
Pamela Coleman, City Clerk
APPROVED AS TO FORM:
cDocuSigned by:
R
v auiu U S4bA.,Nathalie Adourian, City Attorney
NOTE:City requires the following signature(s) on behalf of the Contractor:
1)the Chairman of the Board,the President or a Vice-President, AND (2) the
Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary
or an Assistant Treasurer. If only one corporate officer exists or one corporate
officer holds more than one corporate office, please so indicate. OR
The corporate officer named in a corporate resolution as authorized to enter
into this Agreement. A copy of the corporate resolution, certified by the
Secretary close in time to the execution of the Agreement, must be provided to
City.
fix
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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, CITY OF ORANGE, a municipal corporation
a California corporation
By: By:
Printed Name: Daniel R. Slater, Mayor
Title:
By: ATTEST:
Printed Name:
Title:
Pamela Coleman, City Clerk
APPROVED AS TO FORM:
Nathalie Adourian, City Attorney
NOTE:City requires the following signature(s) on behalf of the Contractor:
1) the Chairman of the Board, the President or a Vice-President,AND (2)the
Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary
or an Assistant Treasurer. If only one corporate officer exists or one corporate
officer holds more than one corporate office, please so indicate. OR
The corporate officer named in a corporate resolution as authorized to enter
into this Agreement. A copy of the corporate resolution, certified by the
Secretary close in time to the execution of the Agreement, must be provided to
City.
Ni
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EXHIBIT "A"
SCOPE OF SERVICES
Beneath this sheet.]
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Exhibit A
Arbitrage Scope of Services
Task 1: Define Compliance Needs and Provide Implementation Schedule
Objective:Obtain bond documents, prior reports, and transactional data necessary to prepare
arbitrage computations.
Description: WFS will review the bond documents and prior reports provided by the Client and
assess the special elections made at issue and the availability of regulatory
exceptions.
Task 2: Verify Bond Yield and Prepare Arbitrage Rebate and Yield Restriction Analysis
Objective:Compute the cumulative arbitrage rebate liability and/or yield reduction payment
accrual for each bond.
Description: Utilizing data provided by the Client and authorized third parties,WFS will:
Verify the bond yield as stated in the bond documents;
Identify the bond proceeds subject to arbitrage rebate compliance;
Assume all expenditures of bond proceeds have been made in accordance with
Section 148(f)of the Internal Revenue Code;
Compute investment earnings,taking into account the proper allocation of
commingled funds;
Future value transactions to the computation date;
Test for exceptions to rebate and penalty in-lieu requirements;
Analyze unspent project funds and overfunded reserves subject to yield
restriction pursuant to Section 148(f)of the Internal Revenue Code;
Determine the cumulative arbitrage liability pursuant to Section 148(f)of the
Internal Revenue Code;and
Determine the yield reduction payment pursuant to Section 148(f)of the Internal
Revenue Code.
Task 3: Review and Assess Analysis Outcome
Objective:Multi-tiered review of each prepared report and internal discussion of assumptions
and opportunities to reduce the rebate liability.
Description: Proper application of the arbitrage rebate regulations requires understanding the
purpose of the financing and the investment and expenditure of bond proceeds.
Once the mathematical analysis is complete,a comprehensive review of the report will
be performed noting computational assumptions and technical issues to be evaluated.
If appropriate,these issues will be communicated to the Client.
Deliverable: Possible discussion with your staff.
Willdan Financial Services Page 1 City of Orange
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Exhibit A
Task 4: Conclusions, Recommendations, and Action Plan
Objective:Develop conclusions, recommendations, and produce reports.
Description: WFS will deliver a cumulative inception to current bond year arbitrage rebate report for
each bond under contract and, if warranted, will offer recommendations for actions to
be taken including:
Areas where allocation and accounting methodology could be enhanced;
Identification of technologies not currently in use that may be applicable and
appropriate for future consideration;
Identification of obstacles or challenges that could prevent timely or accurate
compliance; and
Instructions for filing IRS forms.
Deliverable: Completed arbitrage rebate report for each bond under contract inclusive of:
Executive Summary detailing the assumptions and methodology used;
Summary Analysis of all relevant dates;
Sources and uses of funds;
Arbitrage yield and yield restriction requirements;
Rebate liability summarized and by fund;
Arbitrage/Investment Yield Comparison Graph;
Rebate Calculations by fund; and
Outstanding Investments Summary.
Task 5: Review Results
Objective:Discuss arbitrage rebate positions, opportunities, and possible areas of enforcement
concern.
Description: Key strategic and procedural issues will be discussed, as well as strengths and
challenges relating to long-term arbitrage rebate compliance.
Deliverable: Discussion with Client staff.
Task 6: File IRS Payment and Refund Requests
Objective:Assist with filing arbitrage rebate payments and refund requests.
Description: WFS will supply completed IRS forms and payment instructions,as needed.
Deliverable: Completed IRS Payment and Refund Request Forms,with accompanying instructions.
Task 7: Monitor Regulatory Enhancement and Enforcement Actions
Objective:WFS will help Client staff stay abreast of regulatory interpretation and enforcement.
Description: WFS requires analyst staff to participate in yearly continuing education events and
encourages discussion of current regulatory interpretation with clients. Depending
upon the circumstances, WFS may recommend procedural and documentation
changes to Client staff.
Deliverable: Audit assistance.
Willdan Financial Services Page 2 City of Orange
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Exhibit A
Continuing Disclosure Scope of Services
Willdan (WFS)will provide assistance and advice specific to ongoing continuing disclosure matters. With regard to the City's
outstanding debt financings, Willdan will support the City in preparing annual continuing disclosure reports. Willdan will help
the City provide required financial and operating data requested by investors and/or required by the bond documents to keep
securities holders informed of the investment quality of debt issue.Willdan will also assist the City in responding to questions
from investors and other market participants.
Task 1: Define Compliance Needs and Provide Implementation Schedule
Objective: Collect bond documents relating to the debt issue, including but not limited to, the formation documents, the
official statement,financial statements,Annual Continuing Disclosure Information Statement, and prior CDIAC
report, if applicable.
Description: WFS will review the bond documents and establish an annual reporting schedule.
Deliverable: Reporting schedule.
Task 2: Compile Data Necessary to Complete Continuing Disclosure and/or CDIAC Report
Objective: Collect data and other third-party information required to be included in the continuing disclosure report and/or
CDIAC Report directly from the Client,trustees,fiscal agents,state and county agencies and others.
Description: Review the information for accuracy and compliance with continuing disclosure documents.
Task 3: Report Preparation and Review
Objective: Create a draft of the continuing disclosure report and/or CDIAC Report for review.
Description: WFS will discuss with Client staff any relevant issues and provide suggestions regarding industry standards.
Deliverable: Continuing Disclosure and/or CDIAC Report.
Task 4: Report Dissemination
Objective: Provide timely Disclosure Report filings to the municipal market, CDIAC reports, if applicable, to the State of
California.
Description: Once authorization to disseminate has been received, WFS will post the report to EMMA and provide
confirmation of the date and time of the posting. If applicable, WFS will post the CDIAC report on the CDIAC
website.
Deliverable: Upload completed and approved Disclosure Report to EMMA, or the currently recognized public repository.
Submit CDIAC report to CDIAC.
Task 5: Notices of Occurrence of Listed Events and Supplemental Reporting
Objective: Provide timely Notice of Occurrence of Listed Events to the municipal market and supplement annual filings as
necessary.
Description: WFS will prepare Notices of Occurrence of Listed Events covering events enumerated in Rule 15c2-12(b).
WFS will also prepare Supplemental Disclosure Reports,as necessary.
Deliverable: Upload Notices of Occurrence of Listed Events and Supplemental Disclosure Reports to EMMA, or the
currently recognized public repository. Provide confirmation of the date and time of the posting.
Task 6: Investor Support
Objective: Present a unified message to the municipal market.
Description: WFS will respond to investor calls either directly or after consultation with your staff.
Deliverable: Investor Call Support.
Task 7: Ongoing Regulatory Education
Objective: Ensure communication with the secondary market meets current regulatory requirements and is mindful of
enforcement actions and investor concerns.
Description: WFS will monitor information releases from CDIAC, the SEC and the MSRB regarding enforcement actions
and regulatory changes. If requested, WFS will review draft disclosure documents for new issues.
Deliverable: Upon request.
Willdan Financial Services Page 3 City of Orange
Docusign Envelope ID:6B2630BD-223B-8D37-81C2-72CE6443CE3E
Exhibit A
Landscape and Lighting District Administration Services
Outlined below are the steps necessary to meet the needs of the following Landscape Maintenance Districts("LMDs"): No.
86-2(Santiago Hills); No. 94-1 (Sycamore Crossing);and No. 15-1 (Santiago Hills Overlay).
1. Create and maintain a parcel levy database by using parcel information from various sources. As new data becomes
available, update the database, and enhance the data through parcel research using current secured roll information,
County Assessor maps, various third-party resources, and specific information provided by the City (e.g., up-to-date
map approval status, building permits or certificate of occupancy data). Updates to the database will include those
necessitated by the addition and/or removal of parcels, land subdivisions and merges,ownership and mailing address
changes,and adjusted benefit unit information.
2. Attend up to two(2)City Council meetings,public hearings,and/or staff meetings;and be available to answer questions
posed by City Council or staff.
3. Update the parcel levy database by using the parcel listing and Engineer's Reports provided by the City.The data will
be verified against the County secured roll to identify and resolve any anomalies.
4. Provide the assessment amount for each parcel by APN to the County Auditor/Controller's Office in the media,format
and configuration required by the County for placement on the annual property tax roll.
5. Submit the electronic collection file,the Resolution to Levy,and other necessary documentation required by the County
Auditor/Controller's Office for collection of the assessments.
6. Research parcel exceptions provided by the County and, if possible, resubmit installment amounts that are unapplied
by the County Auditor/Controller's Office.
7. Provide a final applied listing of parcels,special assessment billing characteristics,and corresponding charge amounts.
8. Provide a toll-free number to field inquiries from City staff, property owners, and other interested parties regarding
special assessment installments and related information.
9. As requested, prepare and mail invoices (handbills) to all property owners whose annual assessment could not be
applied to the County tax roll (parcels for which the County does not generate a tax bill).These invoices would provide
for two(2) installments, similar to the County tax bills,and would be payable directly to the City.
Community Facilities District Administration
The following outlines the steps necessary to annually administer CFD No. 91-2(Serrano Heights)and CFD No.06-1 (Del
Rio).
1. Updated and maintain a parcel levy database by using parcel information from various sources.As new data becomes
available, update the database, and enhance the data through parcel research using current secured roll information,
County Assessor maps, various third-party resources, and specific information provided by the City (e.g., up-to-date
map approval status, building permits or certificate of occupancy data). Updates to the database will include those
necessitated by the addition and/or removal of parcels, land subdivisions and merges,ownership and mailing address
changes, and adjusted benefit unit information. This database will then become the source for the calculation of the
annual special tax.
2. Annually calculate and apportion the special taxes as specified in the Rate and Method of Apportionment of Special
Tax(RMA).
3. Prepare, if necessary, staff report and/or an annual resolution that establishes the budget for the fiscal year and
application of the special tax to be submitted to the County, including the special tax summary for the fiscal year.
4. Attend up to two(2)in-person City Council and/or staff meetings.Willdan will also be available to answer any questions
requested by City staff.
Willdan Financial Services Page 4 City of Orange
Docusign Envelope ID:6B2630BD-223B-8D37-81C2-72CE6443CE3E
Exhibit A
5. Provide special tax levies for each parcel by APN to the County Auditor/Controller's Office in the media, format and
configuration required by the County for placement on the annual property tax roll.
6. Research parcel exceptions provided by the County and, if possible, resubmit installment amounts that are unapplied
by the County Auditor/Controller's Office.
7. Provide a toll-free number to field inquiries from City staff, property owners, and other interested parties regarding
special tax installments and related information.
8. Submit periodic delinquency reports to the City each February and June.
9. Provide the City with an annual report detailing the levy summary,delinquency status,special tax billing characteristics,
RMA, debt service detail, and the charge detail for all parcels.
10. Provide the annual report to the California Debt and Investment Advisory Commission (CDIAC) by October 30 if
required by the California Government Code, section 53359.5(b), as amended.
11. Prepare"Notice of Special Tax"as required by the California Government Code, Sections 53340.2(b)and 53341.5,as
amended.The fee for this service is$15 per notice and is to be paid by the requestor.
12. Prepare and mail invoices (handbills) to all property owners whose proposed annual tax for their parcel could not be
applied to the County tax roll (parcels for which the County does not generate a tax bill). These invoices would be
provided in two(2)installments,similar to the County tax bills,and would be payable directly to the Client.
13. Calculate written prepayment quotes(if allowable)for individual special tax liens,as described in the Rate and Method
of Apportionment of Special Tax or by resolution. For parcels prepaying the special tax, Willdan will coordinate the
removal of the lien.The fee for this service is$500 per calculation,which is to be paid by the requestor.
14. Perform required bond call spreads and coordinate the early redemption of outstanding bonds.The fee for this service
is hourly, using our then-current hourly rates(located within the cost proposal).
Sanitation District Administration
1. Update and maintain a parcel levy database by using parcel and billing information provided by the City
and Water Utility.
2. Provide assessments for each parcel by APN to the County Auditor/Controller's Office in the media, format and
configuration required by the County for placement on the annual property tax roll.
3. Research parcel exceptions provided by the County and, if possible, resubmit installment amounts that are unapplied
by the County Auditor/Controller's Office.
4. Provide the City with a final applied listing of parcels,assessment characteristics, and corresponding charge amounts.
5. Provide a toll-free number to field inquiries from City staff, property owners,and other interested parties regarding the
assessment installments and related information.
Willdan Financial Services Page 5 City of Orange
Docusign Envelope ID:6B2630BD-223B-8D37-81G2-72GE6443GE3E
Exhibit A
Client Responsibilities
The Client will submit to WFS:
Financial and Operating Information, including but not limited to: Bond documentation,Adopted
Budget, Audited and Unaudited Financial Statements(if audited financials are not available),
communications with CDIAC, bank statements/transactional data, and fund balances.
Timely review of draft Disclosure Report.
Authorization to disseminate Disclosure Report.
All information relating to any change to the credit ratings or the occurrence of Listed Events as
identified in the Continuing Disclosure Agreement or Certificate within three business days from the
date of occurrence of such event.
All Ratings Reports sent to Client by any Rating Agencies. Authorization for Rating Agencies, Trustees,
and any other third parties to send information directly to WFS.
Project Disclaimer
Willdan is a registered municipal advisory firm with the U.S. Securities and Exchange Commission ("SEC"), as
such the City of Orange represents,acknowledges,and agrees that Willdan is not acting as a"municipal advisor"
as defined by the SEC),to the City, in any capacity as it relates to the project proposed in this community facilities
district administration, sanitation district administration, and arbitrage/disclosure/CDIAC reporting agreement.
The City uses, or may use, the services of one or more municipal advisors registered with the SEC to advise it in
connection with municipal financial products and the issuance of municipal securities;
ii) The City is not looking to Willdan to provide, and the City shall not otherwise request or require Willdan
to provide any advice or recommendations with respect to municipal financial products or the issuance of
municipal securities (including any advice or recommendations with respect to the structure, timing, terms, and
other similar matters concerning such financial products or issues);
iii) The provisions of this proposal and the services to be provided hereunder as outlined in the scope of
services are not intended (and shall not be construed) to constitute or include any municipal advisory services
within the meaning of Section 15B of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the rules and regulations adopted thereunder;
iv) For the avoidance of doubt and without limiting the foregoing, in connection with any revenue projections,
cash-flow analyses,feasibility studies and/or other analyses Willdan may provide the City with respect to financial,
economic or other matters relating to a prospective, new or existing issuance of municipal securities of the City
A) any such projections, studies and analyses shall be based upon assumptions, opinions or views (including,
without limitation, any assumptions related to revenue growth) established by the City , in conjunction with such
of its municipal, financial, legal and other advisers as it deems appropriate; and (B) under no circumstances shall
Willdan be asked to provide, nor shall it provide, any advice or recommendations or subjective assumptions,
opinions or views with respect to the actual or proposed structure, terms, timing, pricing or other similar matters
with respect to any municipal financial products or municipal securities issuances, including any revisions or
amendments thereto; and
v) Notwithstanding all of the foregoing, the City recognizes that interpretive guidance regarding municipal
advisory activities is currently quite limited and is likely to evolve and develop during the term of the potential
engagement and, to that end, the City will work with Willdan throughout the term of the potential Agreement to
ensure that the Agreement and the services to be provided by Willdan hereunder, is interpreted by the parties,
and if necessary amended, in a manner intended to ensure that the City is not asking Willdan to provide, and
Willdan is not in fact providing or required to provide, any municipal advisory services.
Willdan Financial Services Page 6 City of Orange
Docusign Envelope ID:6B2630BD-223B-8D37-81C2-72CE6443CE3E
Exhibit B
FEES FOR SERVICES
Arbitra•e Rebate Services
To the extent that the necessary information is available, WFS endeavors to quote fees that accurately reflect
the complexity of the services needed. If circumstances are encountered that affect our ability to proceed, such
as additional information coming to our attention not determined or available during our scoping efforts, we will
inform you promptly and seek your approval for any changes in scope, timing or fees that may result from such
circumstances.
Issue Issue Date
Calculation
Fee
Date
18,492,000
CFD No. 91-2 (Serrano Heights), 12/21/2021 12/21/2026 1,750 *
Series 2021
20,375,000
2018 Tax Allocation Refunding Bonds, 7/12/2018 7/12/2028 1,500
Series A
23,920,000
Community Facilities District No. 06-1 (Del
3/18/2015 9/30/2029 1,500
Rio Public Improvements) 2015 Special
Tax Refunding Bonds
29,930,000
Lease Revenue Bonds 2020A (Fire and 7/16/2020 7/16/2030 1,250
Police Station Headquarters)
IRS Audit Assistance 200 per hour
Request for Refund of Overpayment No Charge
Preparation of IRS Form 8038-T (Payment) No Charge
Includes one-time engagement fee.
Billed invoices are required to be paid within 30 days.
Consultant shall receive reasonable adjustment for delays and costs incurred due to tariffs, or other similar acts
of government.
Willdan Financial Services Page 7 City of Orange
Docusign Envelope ID:6B2630BD-22313-8D37-81C2-72CE6443GE3E
Exhibit B
Continuin • Disclosure Services ..
Continuing Disclosure Services Fee
Engagement Fee 250 per Issue *
Base Annual Report Fee:
Tax Allocation Bonds 2,100
Lease Revenue/Pension Obligation Bonds 1,500
Dissemination per Document 100
Incremental Fee per Parity Bond Issue (applies to all bond types above)900 per issue
Supplemental/Amended Reports 250 -450 per Report
Notice of Occurrence of Listed Events, if necessary 250 per Notice
Annual Third-Party Expenses At Cost plus 15%
CDIAC Report Preparation and Filing
CDIAC Yearly Status Report(due annually in October) 450 per Report
CDIAC Yearly Transparency Report(due annually in January)
950 per Report
while proceeds are outstanding)
CDIAC Yearly Transparency Report(due annually in January)
250 per Report
once proceeds are fully expended)
No charge for issues that WFS has worked on in the past.
Willdan Financial Services Page 8 City of Orange
Docusign Envelope ID:662630BD-223B-8D37-81C2-72CE6443CE3E
Exhibit B
District Administration Services
CITY of ORANGE Company Willdan Financial Services
DISTRICT ADMINISTRATION SERVICES
Proposed Costs
Parcels
Annual District
Administration
District
Active
Beginning FY 2026/27
Community Facilities District No.91-2(Serrano Heights) 1,084 $ 4,109.00
Community Facilities District 06-1(Del Rio) 599 5,229.00
Landscape Maintenance District No.86-2(Santiago Hills) 1,517 611.00
Landscape Maintenance District No.15-1(Santiago Hills Overlay) 1,517 611.00
Landscape Maintenance District No.94-1(Sycamore Crossing) 163 611.00
Sanitation District 693 343.00
Beginning in FY 2027/28 and each fiscal year thereafter,the fees listed above shall be adjusted annually based
on the percentage change in the Consumer Price Index(CPI), for Los Angeles—Long Beach—Anaheim region, or
the closest equivalent index published at the time of adjustment.
Reimbursable Ex•enses
Any additional expense from outside services will be billed to the Client. Charges for meeting and consulting with
counsel, the Client, 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, WFS may charge such third party for providing said
documents in accordance with WFS' applicable rate schedule.
Hour! Rates
Additional authorized services will be billed at WFS'then-current hourly consulting rates.Our current hourly rates
are presented below.
Position Hourly Rate
Vice President-Director 250
Assistant Director 240
Principal Consultant 210
Senior Project Manager 185
Project Manager 165
Senior Project Analyst 135
Senior Analyst 125
Analyst II 110
Analyst 100
Analyst Assistant 75
Willdan Financial Services Page 9 City of Orange
Docusign Envelope ID:6B2630BD-223B-8D37-81C2-72CE6443CE3E
w"wi LLDAN
FINANCIAL SERVICES
April 10, 2026
Mr. Trang Nguyen
Finance Director
City of Orange
300 E. Chapman Avenue
Orange, CA 92866
Re: Refunding of Community Facilities District No. 06-1, Del Rio for the City of Orange
Dear Mr. Nguyen:
Pursuant to your request, attached is a letter proposal for the refunding of the Community Facilities District No.
06-1, Del Rio.
Scope of Services
CFD Refunding
To assist City of Orange ("City") with the refunding of its special tax bonds for Community Facilities District
No. 06-1, Del Rio ("CFD"), Willdan will perform the following tasks:
1. Prepare calculations for the Preliminary Official Statements (POS) and Official Statements (OS). Calculations
may include the following elements as requested:
a. Tables providing special tax amounts, special tax categories, assessed valuations, assessed value
categories, calculated debt burdens, and value-to-liens.
b. Value-to-lien and value-to-bonded debt computations.
c. Overlapping debt tables indicating property values, as compared to existing and new district debt; and any
other CFD outstanding parcel debt.
d. Effective tax rate schedules indicating projected tax rate on parcels resulting from new and prior debts.
e. Historical delinquency and assessed valuation information.
f. Projected levy and debt service coverage.
g. Other data tables and analysis (as requested by City, underwriter, financial advisor, or bond counsel).
2. Participate in financing team conference calls and meetings (as requested).
3. Optional: As requested, preparation of Refunding notice to impacted property owners of record within the CFD.
Fee
CFD Refunding
Willdan will provide refunding services for a fixed fee of$6,500.
Our fees will not be contingent on the outcome of the refunding of the CFD.
The fixed fee does not include the direct costs associated with the printing, processing, and mailing of notices. We
will bill the City for these at our cost, plus 15 percent (15%), based on actual costs. These costs are estimated at
2.25 per mailed piece and they will be billed directly to the City at the time of the mailing once the actual costs are
known.
T 951.587.3500 • 800.755.6864 I F 951.587.3510 • 888.326.6864 127368 Via Industrie,Suite 200,Temecula,CA 92590 I www.willdan.com
Docusign Envelope ID:6B2630BD-223B-8D37-81C2-72CE6443CE3E
City of Orange, CA
Reimbursable Expenses
Willdan will be reimbursed for out of pocket expenses. Examples of reimbursable expenses include, but are not
limited to:
Postage, Electronic data provided from the county and/or other
Travel expenses,
applicable resources,
Mileage (current federal prevailing rate),
Copying (currently 6¢ per copy), and
Maps, Overlapping Debt Table provided by Cal-Muni.
Any additional expense for reports or outside services will be billed to the City. Charges for meeting and consulting
with the counsel, the City, or other parties regarding services not listed in the scope of work above will be at our
then-current hourly rates. In the event that a third party requests any documents, Willdan may charge such third
party for providing said documents, in accordance with Willdan's applicable rate schedule.
Project Disclaimer
Willdan is a registered municipal advisory firm with the U.S. Securities and Exchange Commission ("SEC"), as such
the City of Orange represents, acknowledges, and agrees that Willdan is not acting as a "municipal advisor" (as
defined by the SEC), to the City, in any capacity as it relates to the project proposed in this CFD Refunding project.
i) The City uses, or may use, the services of one or more municipal advisors registered with the SEC to advise it
in connection with municipal financial products and the issuance of municipal securities;
ii) The City is not looking to Willdan to provide, and the City shall not otherwise request or require Willdan to provide
any advice or recommendations with respect to municipal financial products or the issuance of municipal
securities(including any advice or recommendations with respect to the structure,timing,terms,and other similar
matters concerning such financial products or issues);
iii) The provisions of this proposal and the services to be provided hereunder as outlined in the scope of services
are not intended (and shall not be construed)to constitute or include any municipal advisory services within the
meaning of Section 15B of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
the rules and regulations adopted thereunder;
iv) For the avoidance of doubt and without limiting the foregoing, in connection with any revenue projections, cash-
flow analyses, feasibility studies and/or other analyses Willdan may provide the City with respect to financial,
economic or other matters relating to a prospective, new or existing issuance of municipal securities of the City,
A) any such projections, studies and analyses shall be based upon assumptions, opinions or views (including,
without limitation, any assumptions related to revenue growth) established by the City ,in conjunction with such
of its municipal,financial, legal and other advisers as it deems appropriate; and (B)under no circumstances shall
Willdan be asked to provide, nor shall it provide, any advice or recommendations or subjective assumptions,
opinions or views with respect to the actual or proposed structure, terms, timing, pricing or other similar matters
with respect to any municipal financial products or municipal securities issuances, including any revisions or
amendments thereto; and
v) Notwithstanding all of the foregoing, the City recognizes that interpretive guidance regarding municipal advisory
activities is currently quite limited and is likely to evolve and develop during the term of the potential engagement
and, to that end, the City will work with Willdan throughout the term of the potential Agreement to ensure that
the Agreement and the services to be provided by Willdan hereunder, is interpreted by the parties, and if
necessary amended, in a manner intended to ensure that the City is not asking Willdan to provide, and Willdan
is not in fact providing or required to provide, any municipal advisory services.
COMPREHENSIVE. INNOVATIVE. TRUSTED.
Docusign Envelope ID:6B2630BD-223B-8D37-81C2-72CE6443CE3E
City of Orange, CA
Authorization
General terms and conditions for this engagement are included as Attachment 1. If the terms of this engagement
are acceptable to you, please sign where indicated and email this letter back to:
Avery Perier
Proposal Coordinator II
Ph. (951) 587-3500 I E-mail: AperierCcr willdan.com
We are excited about this opportunity to use our skills and expertise to assist the City of Orange and look forward to
hearing from you. If you have any questions regarding this proposal, please contact me at (951) 587-3575 or via
email at MMedvewilldan.com.
Sincerely,
Willdan
Financial Services
Mike„
cli4/0/0.e
Medve
Principal Consultant
Financial Consulting Services
City of Orange, CA
Trang Nguyen Date
Finance Director
COMPREHENSIVE. INNOVATIVE. TRUSTED. W
Docusign Envelope ID:6B2630BD-223B-8D37-81C2-72CE6443CE3E
ATTACHMENT 1 TO LETTER AGREEMENT
TERMS AND CONDITIONS
The Letter Agreement between the City of Orange ("Client")and Willdan Financial Services("WFS") is subject to these
Terms and Conditions (collectively, this"Agreement").
1. Additional Services. Additional services shall be performed by WFS only upon Client's request evidenced by a
written addendum executed by both parties.
2. Compensation. WFS shall submit monthly statements for services. Payments shall be due and payable within
30 days of invoice and if not timely paid shall bear interest at the rate of 1.5% per month.
3. Termination. Either party may terminate this Agreement at any time upon 30 days'written notice. In the event
of early termination, WFS shall be paid for services performed prior to the effective date of termination.
4. Data Provided by Client. WFS shall rely upon data provided by Client without independent verification of
accuracy. WFS shall not be responsible for any errors resulting from its use of inaccurate data provided by
Client.
5. Indemnification. Each Party shall indemnify the other from claims resulting from their respective negligence or
other wrongful conduct or the negligence or other wrongful conduct of their respective officers, agents or
employees.
6. Insurance. WFS shall maintain the following insurance:
a. Workers' Compensation and Employer's Liability Insurance as prescribed by applicable law.
b. Commercial General Liability Insurance, with limits not less than $1,000,000 per occurrence and general
aggregate.
c. Commercial Automobile Liability with limits not less than $1,000,000 per occurrence.
d. Professional Liability with limits not less than $1,000,000 per claim and annual aggregate.
e. All policies except Professional Liability and Workers Compensation shall include Client as an additional
insured and be primary with respect to any insurance carried by WFS. All policies shall include a waiver of
subrogation in favor of Client.
f. WFS shall provide Client with certificates of insurance evidencing compliance with the above insurance
requirements prior to commencing services.
7. Miscellaneous.
a. Titles used in this Agreement are for general reference and are not a part of the Agreement.
b. This Agreement shall be interpreted as though prepared by both parties.
c. Any provision of this Agreement held to violate any law shall be deemed void, and all remaining provisions
shall continue in full force and effect.
d. This Agreement shall be interpreted under the laws of the State of California.
e. This Agreement comprises a final and complete repository of the understandings between the parties and
supersedes all prior or contemporary communications, representations, or agreements, whether oral or
written, relating to the subject matter of this Agreement.
f. Any notices given pursuant to this agreement shall be effective on the third business day after posting by
first class mail, postage prepaid, to the address appearing immediately after the signatures below.
g. WFS shall not be liable for damages resulting from the actions or inactions of governmental agencies
including, but not limited to, permit processing or environmental impact reports.
h. WFS's waiver of any term, condition, or covenant, or breach of any term, condition, or covenant, shall not
constitute the waiver of any subsequent breach of any other term, condition or covenant.
i. WFS shall not be responsible for the performance of services by third parties not retained by WFS.
Willdan Financial Services Page 4 City of Orange,CA