17-0701_WILLDAN FINANCIAL SERVICES_Professional Services Agreement (City)CITY OF SAN JUAN CAPISTRANO
PROFESSIONAL SERVICES AGREEMENT
This Agreement is made and entered into as of &-' � , 20k-+ by and
between the City of San Juan Capistrano, a municipal corpora, n orgar ized and operating under
the laws of the State of California with its principal place of business at 32400 Paseo Adelanto, San
Juan Capistrano, CA 92675 ("City"), and Willdan Financial Services, a subsidiary of Willdan Group,
Inc., with its principal place of business at 27368 Via Industria, Suite 200, Temecula, CA 92590
(hereinafter referred to as "Consultant"). City and Consultant are sometimes individually referred to
as "Party" and collectively as "Parties" in this Agreement.
RECITALS
A. City is a public agency of the State of California and is in need of professional
services for the following project:
Continuing Disclosure and Arbitrage Calculation Services (hereinafter referred to as "the
Project").
B. Consultant is duly licensed and has the necessary qualifications to provide such
services.
C. The Parties desire by this Agreement to establish the terms for City to retain
Consultant to provide the services described herein.
AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. Services.
Consultant shall provide the City with the services described in the Scope of Services
attached hereto as Exhibit "A."
2. Compensation.
Consultant will be paid for services rendered in accordance with the fee schedule set forth in
Exhibit B, but in no event shall the total amount paid for services rendered by Consultant under this
Agreement exceed the sum of $9,000. Periodic payments shall be made within 30 days of receipt
of an invoice which includes a detailed description of the work performed.
3. Additional Work.
If changes in the work seem merited by Consultant or the City, and informal consultations
with the other party indicate that a change is warranted, it shall be processed in the following
manner: a letter outlining the changes shall be forwarded to the City by Consultant with a
statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be
prepared by the City and executed by both Parties before performance of such services, or the City
will not be required to pay for the changes in the scope of work. Such amendment shall not render
ineffective or invalidate unaffected portions of this Agreement.
4. Maintenance of Records.
Books, documents, papers, accounting records, and other evidence pertaining to costs
incurred shall be maintained by Consultant and made available at all reasonable times during the
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contract period and for four (4) years from the date of final payment under the contract for
inspection by City.
5. Time of Performance.
Consultant shall perform its services from July 1, 2017 through June 30, 2018.
6. Delays in Performance.
a. Neither City nor Consultant shall be considered in default of this Agreement for
delays in performance caused by circumstances beyond the reasonable control of the non-
performing party. For purposes of this Agreement, such circumstances include but are not limited
to, abnormal weather conditions; floods; earthquakes; fire; epidemics; war; riots and other civil
disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage or judicial
restraint.
b. Should such circumstances occur, the non-performing party shall, within a
reasonable time of being prevented from performing, give written notice to the other party
describing the circumstances preventing continued performance and the efforts being made to
resume performance of this Agreement.
7. ComDliance with Law.
a. Consultant shall comply with all applicable laws, ordinances, codes and regulations
of the federal, state and local government, including Cal/OSHA requirements.
b. If required, Consultant shall assist the City, as requested, in obtaining and
maintaining all permits required of Consultant by federal, state and local regulatory agencies.
C. If applicable, Consultant is responsible for all costs of clean up and/ or removal of
hazardous and toxic substances spilled as a result of his or her services or operations performed
under this Agreement.
8. Standard of Care
Consultant's services will be performed in accordance with generally accepted professional
practices and principles and in a manner consistent with the level of care and skill ordinarily
exercised by members of the profession currently practicing under similar conditions.
9. Assignment_ and_Subconisultant
Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest
in this Agreement without the written consent of the City, which may be withheld for any reason.
Any attempt to so assign or so transfer without such consent shall be void and without legal effect
and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making
them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent
Consultant from employing independent associates, and subconsultants as Consultant may deem
appropriate to assist in the performance of services hereunder.
10. Independent Consultant
Consultant is retained as an independent contractor and is not an employee of City. No
employee or agent of Consultant shall become an employee of City. The work to be performed
shall be in accordance with the 'work described in this Agreement, subject to such directions and
amendments from City as herein provided.
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11. Insurance. Consultant shall not commence work for the City until it has provided
evidence satisfactory to the City it has secured all insurance required under this section. In
addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it
has secured all insurance required under this section.
a. Commerciai General Liabili
(i) The Consultant shall take out and maintain, during the performance of
all work under this Agreement, in amounts not less than specified herein, Commercial General
Liability Insurance, in a form and with insurance companies acceptable to the City.
(ii) Coverage for Commercial General Liability insurance shall be at least
as broad as the following:
(1) Insurance Services Office Commercial General Liability
coverage (Occurrence Form CG 00 01) or exact equivalent.
the following:
(iii) Commercial General Liability Insurance must include coverage for
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Explosion, Collapse and Underground (UCX) exclusion
deleted
(7) Contractual Liability with respect to this Contract
(8) Broad Form Property Damage
(9) Independent Consultants Coverage
(iv) The policy shall contain no endorsements or provisions limiting
coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured
against another; (3) products/completed operations liability; or (4) contain any other exclusion
contrary to the Agreement.
(v) The policy shall give City, its officials, officers, employees, agents
and City designated volunteers additional insured status using ISO endorsement forms CG 20 10
10 01 and 20 37 10 01, or endorsements providing the exact same coverage.
(vi) The general liability program may utilize either deductibles or
provide coverage excess of a self-insured retention, subject to written approval by the City, and
provided that such deductibles shall not apply to the City as an additional insured.
b. Automobile Liability
(i) At all times during the performance of the work under this
Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and
property damage including coverage for owned, non -owned and hired vehicles, in a form and with
insurance companies acceptable to the City.
(ii) Coverage for automobile liability insurance shall be at least as broad
as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage
Symbol 1, any auto).
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(iii) The policy shall give City, its officials, officers, employees, agents and
City designated volunteers additional insured status.
(iv) Subject to written approval by the City, the automobile liability
program may utilize deductibles, provided that such deductibles shall not apply to the City as an
additional insured, but not a self-insured retention.
Workers' Compensation/Employer's Liabilit
(i) Consultant certifies that he/she is aware of the provisions of Section
3700 of the California Labor Code which requires every employer to be insured against liability for
workers' compensation or to undertake self-insurance in accordance with the provisions of that
code, and he/she will comply with such provisions before commencing work under this Agreement.
(ii) To the extent Consultant has employees at any time during the term
of this Agreement, at all times during the performance of the work under this Agreement, the
Consultant shall maintain full compensation insurance for all persons employed directly by him/her
to carry out the work contemplated under this Agreement, all in accordance with the "Workers'
Compensation and Insurance Act," Division IV of the Labor Code of the State of California and any
acts amendatory thereof, and Employer's Liability Coverage in amounts indicated herein.
Consultant shall require all subconsultants to obtain and maintain, for the period required by this
Agreement, workers' compensation coverage of the same type and limits as specified in this
section.
d. Professional Liability (Errors and Omissions)
At all times during the performance of the work under this Agreement the Consultant shall
maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a
form and with insurance companies acceptable to the City and in an amount indicated herein. This
insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be
written on a policy form coverage specifically designed to protect against acts, errors or omissions
of the Consultant. "Covered Professional Services" as designated in the policy must specifically
include work performed under this Agreement. The policy must "pay on behalf of the insured and
must include a provision establishing the insurer's duty to defend.
e. Minimum Policy Limits Required
(i) The following insurance limits are required for the Agreement:
Combined Single Limit
Commercial General Liability $1,000,000 per occurrence/ $2,000,000 aggregate
for bodily injury, personal injury, and property
damage
Automobile Liability $1,000,000 per occurrence for bodily injury and
property damage
Employer's Liability $1,000,000 per occurrence
Professional Liability $1,000,000 per claim and aggregate (errors and
omissions)
professional liability.
Defense costs shall be payable in addition to the limits, except for
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(iii) Requirements of specific coverage or limits contained in this section
are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any
coverage normally provided by any insurance. Any available coverage shall be provided to the
parties required to be named as Additional Insured pursuant to this Agreement, except for
professional laibility.
Evidence Required
Prior to execution of the Agreement, the Consultant shall file with the City evidence
of insurance from an insurer or insurers certifying to the coverage of all insurance required herein.
Such evidence shall include original copies of the ISO CG 00 01 (or insurer's equivalent) signed by
the insurer's representative and Certificate of Insurance (Acord Form 25-S or equivalent), together
with required endorsements. All evidence of insurance shall be signed by a properly authorized
officer, agent, or qualified representative of the insurer and shall certify the names of the insured,
any additional insureds, where appropriate, the type and amount of the insurance, the location and
operations to which the insurance applies, and the expiration date of such insurance.
g. Policy Provisions Required
(i) Consultant shall provide the City at least thirty (30) days prior written
notice of cancellation of any policy required by this Agreement, except that the Consultant shall
provide at least ten (10) days prior written notice of cancellation of any such policy due to non-
payment of premium. If any of the required coverage is cancelled or expires during the term of this
Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability
Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of
cancellation or expiration.
(ii) The Commercial General Liability Policy and Automobile Policy shall
each contain a provision stating that Consultant's policy is primary insurance and that any
insurance, self-insurance or other coverage maintained by the City or any named insureds shall
not be called upon to contribute to any loss.
(iii) The retroactive date (if any) of each policy is to be no later than the
effective date of this Agreement. Consultant shall maintain such coverage continuously for a
period of at least three years after the completion of the work under this Agreement. Consultant
shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past
the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy
is replaced by another claims -made policy with a retroactive date subsequent to the effective date
of this Agreement.
(iv) All required insurance coverages, except for the professional liability
coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its officials,
officers, employees, agents, and volunteers or shall specifically allow Consultant or others
providing insurance evidence in compliance with these specifications to waive their right of
recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall
require similar written express waivers and insurance clauses from each of its subconsultants.
(v) The limits set forth herein shall apply separately to each insured
against whom claims are made or suits are brought, except with respect to the limits of liability.
Further the limits set forth herein shall not be construed to relieve the Consultant from liability in
excess of such coverage, nor shall it limit the Consultant's indemnification obligations to the City
and shall not preclude the City from taking such other actions available to the City under other
provisions of the Agreement or law.
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h. Qualifying Insurers
(i) All policies required shall be issued by acceptable insurance
companies, as determined by the City, which satisfy the following minimum requirements:
(1) Each such policy shall be from a company or companies with
a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of
insurance in the State of California, or otherwise allowed to place insurance through surplus
line brokers under applicable provisions of the California Insurance Code or any federal law.
Additional Insurance Provisions
(i) The foregoing requirements as to the types and limits of insurance
coverage to be maintained by Consultant, and any approval of said insurance by the City, is not
intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise
assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions
concerning indemnification.
(ii) If at any time during the life of the Agreement, any policy of insurance
required under this Agreement does not comply with these specifications or is canceled and not
replaced, City has the right but not the duty to obtain the insurance it deems necessary and any
premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts
sufficient to pay premium from Consultant payments. In the alternative, City may cancel this
Agreement.
(iii) The City may require the Consultant to provide complete copies of all
insurance policies in effect for the duration of the Project.
(iv) Neither the City nor any of its officials, officers, employees, agents or
volunteers shall be personally responsible for any liability arising under or by virtue of this
Agreement.
j. Subconsultant Insurance Requirements. Consultant shall not allow any
subcontractors or subconsultants to commence work on any subcontract until they have provided
evidence satisfactory to the City that they have secured all insurance required under this section.
Policies of commercial general liability insurance provided by such subcontractors or
subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20
38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, City
may approve different scopes or minimum limits of insurance for particular subcontractors or
subconsultants.
12. Indemnification.
a. To the fullest extent permitted by law, Consultant shall defend, with counsel
of City's approval and at Consultant's own cost, indemnify and hold the City, its officials, officers,
employees, agents and volunteers free and harmless from any and all claims, demands, causes of
action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees,
settlements, loss, damage or injury of any kind, in law or equity, to property or persons, including
wrongful death, (collectively, "Claims') in any manner arising out of, pertaining to, or incident to any
alleged acts, errors or omissions, or willful misconduct of Consultant, its officials, officers,
employees, subcontractors, consultants or agents in connection with the performance of the
Consultant's services, the Project or this Agreement, including without limitation the payment of all
consequential damages, expert witness fees and attorneys' fees and other related costs and
expenses. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil
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Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code
Section 2782.8, to Claims that arise out of, pertain to, or relate to the negligence, recklessness, or
willful misconduct of the Consultant. Consultant's obligation to indemnify shall not be restricted to
insurance proceeds, if any, received by the City, its officials, officers, employees, agents or
volunteers.
b. Additional Indemnity Obitgations. Consultant shall defend, with counsel of
City's approval and at Consultant's own cost, expense and risk, any and all Claims covered by this
section that may be brought or instituted against the City, its officials, officers, employees, agents or
volunteers as a result of alleged negligence or willful misconduct on the part of the Consultant.
Consultant shall pay and satisfy any judgment, award or decree that may be rendered against the
City, its officials, officers, employees, agents or volunteers as part of any such claim, suit, action or
other proceeding. Consultant shall also reimburse City for the cost of any settlement paid by the
City, its officials, officers, employees, agents or volunteers as part of any such claim, suit, action or
other proceeding. Such reimbursement shall include payment for the City's attorney's fees and
costs, including expert witness fees. Consultant shall reimburse the City, its officials, officers,
employees, agents and volunteers, for any and all legal expenses and costs incurred by each of
them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation
to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its officials,
officers, employees, agents and volunteers.
13. California Labor Code Requirements_
a. Consultant is aware of the requirements of California Labor Code Sections
1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the
performance of other requirements on certain "public works" and "maintenance" projects. If the
services are being performed as part of an applicable "public works" or "maintenance" project, as
defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant
agrees to fully comply with such Prevailing Wage Laws, if applicable. Consultant shall defend,
indemnify and hold the City, its officials, officers, employees and agents free and harmless from any
claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply
with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subconsultants
to comply with all California Labor Code provisions, which include but are not limited to prevailing
wages, employment of apprentices, hours of labor and debarment of contractors and
subcontractors.
b. If the services are being performed as part of an applicable "public works" or
"maintenance" project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant
and all subconsultants performing such Services must be registered with the Department of
Industrial Relations. Consultant shall maintain registration for the duration of the Project and
require the same of any subconsultants, as applicable. This Project may also be subject to
compliance monitoring and enforcement by the Department of Industrial Relations. It shall be
Consultant's sole responsibility to comply with all applicable registration and labor compliance
requirements.
14. Verification of Employment Eli., ic} biiit_y.
By executing this Agreement, Consultant verifies that it fully complies with all requirements
and restrictions of state and federal law respecting the employment of undocumented aliens,
including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended
from time to time, and shall require all subconsultants and sub-subconsultants to comply with the
same.
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15. Laws and Venue.
This Agreement shall be interpreted in accordance with the laws of the State of California. If
any action is brought to interpret or enforce any term of this Agreement, the action shall be brought
in a state or federal court situated in the County of Orange, State of California.
16. Termination or Abandonment
a. City has the right to terminate or abandon any portion or all of the work under
this Agreement by giving ten (10) calendar days written notice to Consultant. City shall pay
Consultant the reasonable value of services rendered for any portion of the work completed prior to
termination. If said termination occurs prior to completion of any task for the Project for which a
payment request has not been received, the charge for services performed during such task shall
be the reasonable value of such services, based on an amount mutually agreed to by City and
Consultant of the portion of such task completed but not paid prior to said termination. City shall
not be liable for any costs other than the charges or portions thereof which are specified herein.
Consultant shall not be entitled to payment for unperformed services, and shall not be entitled to
damages or compensation for termination of work.
b. Consultant may terminate its obligation to provide further services under this
Agreement upon thirty (30) calendar days' written notice to City only in the event of substantial
failure by City to perform in accordance with the terms of this Agreement through no fault of
Consultant.
17. Organization
Consultant shall assign Dave Davies as Project Manager. The Project Manager shall not be
removed from the Project or reassigned without the prior written consent of the City.
above.
18. Limitation of Agreement.
This Agreement is limited to and includes only the work included in the Project described
19. Notice
Any notice or instrument required to be given or delivered by this Agreement may be given
or delivered by depositing the same in any United States Post Office, certified mail, return receipt
requested, postage prepaid, addressed to:
CITY:
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attn: Ken AI -Imam
and shall be effective upon receipt thereof.
CONSULTANT:
Willdan Financial Services
27368 Via Industria, Suite 200
Temecula, CA 92590
Attn: Dave Davies
R]
20. Third Party Rights
Nothing in this Agreement shall be construed to give any rights or benefits to anyone other
than the City and the Consultant.
21. Equal Opportunity Employment.
Consultant represents that it is an equal opportunity employer and that it shall not
discriminate against any employee or applicant for employment because of race, religion, color,
national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions.
Such non-discrimination shall include, but not be limited to, all activities related to initial
employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or
termination.
22. Entire Agreement
This Agreement, with its exhibits, represents the entire understanding of City and Consultant
as to those matters contained herein, and supersedes and cancels any prior or contemporaneous
oral or written understanding, promises or representations with respect to those matters covered
hereunder. Each party acknowledges that no representations, inducements, promises or
agreements have been made by any person which are not incorporated herein, and that any other
agreements shall be void. This Agreement may not be modified or altered except in writing signed
by both Parties hereto. This is an integrated Agreement.
23. Severabilit
The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not
render the provisions unenforceable, invalid or illegal.
24. Successors and Assigns
This Agreement shall be binding upon and shall inure to the benefit of the successors in
interest, executors, administrators and assigns of each party to this Agreement. However,
Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights,
burdens, duties or obligations without the prior written consent of City. Any attempted assignment
without such consent shall be invalid and void.
25. Non -Waiver
None of the provisions of this Agreement shall be considered waived by either party, unless
such waiver is specifically specified in writing.
26. Time of Essence
Time is of the essence for each and every provision of this Agreement.
27. City's Right to Employ Other Consultants
City reserves its right to employ other consultants, including engineers, in connection with
this Project or other projects.
28. Prohibited Interests
Consultant maintains and warrants that it has not employed nor retained any company or
person, other than a bona fide employee working solely for Consultant, to solicit or secure this
Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company
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or person, other than a bona fide employee working solely for Consultant, any fee, commission,
percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award
or making of this Agreement. For breach or violation of this warranty, City shall have the right to
rescind this Agreement without liability. For the term of this Agreement, no director, official, officer
or employee of City, during the term of his or her service with City, shall have any direct interest in
this Agreement, or obtain any present or anticipated material benefit arising therefrom.
[SIGNATURES ON FOLLOWING PAGE]
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SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF SAN JUAN CAPISTRANO
AND WILLDAN FINANCIAL SERVICES
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.
CITY OF SAN JUAN CAPISTRANO WILLDAN FINANCIAL SERVICES
By: By:
ryjZin leg ,,a 'Direo r Its: C/,1ee-��
Printed Name:! '
ATTEST:
By: 0 0
X
Khirja Dorris, tegr6lary
APPROVED AS TO FORM:
By:
Jeffrey Ballinger, City Attorney
1
61147.02100410974777.1
SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF SAN JUAN CAPISTRANO
AND WILLDAN FINANCIAL SERVICES
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.
CITY OF SAN JUAN CAPISTRANO WILLDAN FINANCIAL SERVICES
By:
By:
Benjamin Siegel
Executive Director Its:
Printed N
ATTEST:
By:
Maria Morris, Secretary
APPROVED AS TO FORM:
By:
effrey bailinger7Eity Attorney
71
61147.02100\1 0974777.1
Exhibit A
SCOPE OF SERVICES - CONTINUING DISCLOSURE
Task 1: Define Compliance Needs and Provide Implementation Schedule
Objective: Collect bond documents relating to each debt issue, including but not limited to, the official statement,
financial statements and Annual Continuing Disclosure Information Statement, and prior CDIAC report, if
applicable.
Description: WFS will review the bond documents, establish data requirements, and draft an annual reporting
schedule.
Deliverable: Reporting schedule and instruction relating to online tracking systems.
Task 2: Compile Data Necessary to Complete CDRs and CDIAC Reports
Objective: Collect data and other third -party information required to be included in the Disclosure Report directly
from Client, trustees, fiscal agents, state and county agencies and others.
Description: Review the information for accuracy and appropriateness.
Task 3: Report Preparation and Review
Objective: Create a draft of the Disclosure Report for review and draft the CDIAC report.
Description: WFS will discuss with Client staff any relevant issues and provide suggestions regarding industry
standards.
Deliverable: Completed Disclosure Report.
Task 4: Report Dissemination
Objective: Provide timely report filings of annual reports to the municipal market and the State of California.
Description: Once authorization to disseminate has been received, WFS will post the Disclosure Report on EMMA and
provide confirmation of the date and time of the posting. WFS will post the CDIAC report on CDIAC
website.
Deliverable: Upload completed and approved Disclosure Report to EMMA, or the currently recognized public
repository, and post on the tracking system at www.willdan.com. 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 the SEC and the MSRB regarding enforcement actions and
regulatory changes. If requested, WFS will review draft disclosure documents for new issues.
Deliverable: On request.
Willdan Financial Services City of San Juan Capistrano
Exhibit A -Page 1 of 4
Exhibit A
Client Responsibilities
The Client will submit to WFS:
• Financial and Operating Information, including but not limited to: Adopted Budget, Audited and Unaudited
Financial Statements (if audited financials are not available), and current 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 within 3 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.
Willdan Financial Services
City of San Juan Capistrano
Exhibit A - Page 2 of 4
Exhibit A
SCOPE OF SERVICES -- ARBITRAGE CALCULATION
Task 1: Define Compliance Needs and Provide Implementation Schedule
Objective:
Obtain bond documents, prior reports, and transactional data necessary to prepare
arbitrage computations.
Description:
Willdan 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.
Deliverable:
Implementation schedule and access to online Compliance Management System.
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, Willdan will:
Verify the bond yield as stated on the 8038G;
Identify gross proceeds, transferred proceeds, replacement proceeds, and all other
funds 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 construction funds, overfunded reserves, and other events that may
be in violation of Section 148 of the tax code;
Determine the yield reduction payment pursuant to Section 148(f) of the Internal
Revenue Code; and
Determine the cumulative arbitrage liability pursuant to Section 148(f) of the Internal
Revenue Code.
Deliverable: None.
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, two (2) senior -level rebate consultants will
perform a comprehensive review of the report noting computational assumptions and
technical issues to be evaluated. If appropriate, these issues will be communicated to
the Client.
Deliverable:
Willdan Financial Services
Possible discussion with your staff.
City of San Juan Capistrano
Exhibit A - Page 3 of 4
Exhibit A
Task 4: Conclusions, Recommendations, and Action Plan
Objective: Develop conclusions, recommendations, and produce reports.
Description: Willdan 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: Willdan will supply completed IRS forms and payment instructions, as needed.
Deliverable: Completed IRS Payment and Refund Request Forms, with accompanying
instructions.
Willdan will rely on the validity and accuracy of the City's data and documentation to complete our
analysis. Willdan will rely on the data as being accurate without performing an independent verification of
accuracy, and that we will not be responsible for any errors that result from inaccurate data provided by
the Client or a third party.
Client shall reimburse Consultant for any costs Consultant incurs, including without limitation, copying
costs, digitizing costs, travel expenses, employee time and attorneys' fees, to respond to the legal process
of any governmental agency relating to Client or relating to the Project. Reimbursement shall be at
Consultant's rates in effect at the time of such response.
Willdan Financial Services City of San Juan Capistrano
Exhibit A - Page 4 of 4
Exhibit B
FEES FOR SERVICES -- CONTINUING DISCLOSURE
Service
Fee
Engagement Fee
$300 per New Issue
Base Annual Report Fee:
2016 Subordinate Tax Allocation Note (Lower Rosan Ranch Property)
$2,100
General Obligation Refunding Bonds, Series 2017 (Open Space Measure)
$950
Judgment Obligation Bonds, Series 2011
$500
2008 Tax Allocation Refunding Bonds
$500
Revenue Certificates of Participation, Series 2009
$500
Annual Dissemination per Document
$100
Incremental Fee per Parity Issue
$500
Supplemental/Amended Reports
$450 - $950 per Report
Notice of Occurrence of Listed Events
$250 per Notice
CDIAC Report Preparation and Filing
$950 per Report
Retrospective Continuing Disclosure Compliance Review
$200 per bond/per year
Annual Third -Party Expenses
At Cost
Billed invoices are required to be paid within 30 days.
Willdan Financial Services City of San Juan Capistrano
Exhibit B -Pagel of 3
Exhibit B
FEES FOR SERVICES --• ARBITRAGE CALCULATION
To the extent that the necessary information is available, Willdan Financial Services ("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.
The nature and complexity of each bond issue, the frequency of computation, and the transparency of the
transactional data, determines the extent to which the following specialized services will apply:
Arbitrage Services
Fee
Engagement Fee. One-time fee charged for newly contracted issues.
$500
Base Fee Range. Annual report.
$1,250
Data Analysis in Excess of 12 months. Arbitrage analysis for periods greater
$250 per year
than one year will be charged an extra fee for each additional bond year analyzed.
Yield Restriction Computation. If we determine that a yield reduction payment is
due on yield restricted nonpurpose investments, an additional fee will be charged to
$500 per fund
analyze and determine the yield reduction payment due.
Spending Exception Analysis. The Regulations offer a few exceptions to the
arbitrage rebate rules if the proceeds of a bond issue are spent within a specific
$500 per period
time frame.
Commingled Funds Analysis. Clients providing data with commingled funds will
$250 per fund
incur an additional charge to uncommingle transactional data.
Parity Reserve Allocation. Bonds that have been issued on parity that require an
$250 per fund
allocation of the reserve fund.
Transferred Proceeds Analysis. The regulations require an additional level of
$250 per fund
analysis for proceeds of Refunding and Refunded bands.
Non -Bona Fide Debt Service Fund. Our base fee assumes that the Bond Fund,
as defined in the bond documents, meets the bona fide debt service fund
$500 per fund
exemption to rebate. If this fund fails to qualify for this exemption, an additional fee
will be charged to analyze the investment activity.
Request for Refund of Overpayment
$150 per hour
IRS Audit Assistance
$150 per hour
Online Compliance Management System
No Charge
Preparation of IRS Form 8038T (Payment)
No Charge
Billed invoices are required to be paid within 30 days.
Willdan Financial Services City of San Juan Capistrano
Exhibit B - Page 2 of 3
Exhibit B
Reimbursable Expense:
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.
Hourly Rat
Additional authorized services will be billed at WFS' then -current hourly consulting rates. Our current hourly
rates are presented below.
Principal Engineer
$ 210
Group Manager
Principal Consultant
Senior Project Manager
200
200
165
Project Manager
145
Senior Project Analyst
130
Senior Analyst
120
Analyst
100
Analyst Assistant
75
Property Owner Services Representative
55
Support Staff 50 11
Willdan Financial Services City of San Juan Capistrano
Exhibit B - Page 3 of 3