23-0701_WILLDAN FINANCIAL SERVICES_Professional Services Agreement (SACRA)SUCCESSOR AGENCY TO THE SAN JUAN CAPISTRANO COMMUNITY
REDEVELOPMENT AGENCY
PROFESSIONAL SERVICES AGREEMENT
This Agreement is made and entered into as of July 1, 2023 by and between the Successor
Agency to the San Juan Capistrano Community Redevelopment Agency operating under the laws
of the State of California with its principal place of business at 32400 Paseo Adelanto, San Juan
Capistrano, CA 92675 (hereinafter referred to as “Agency”), 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”). Agency and Consultant are
sometimes individually referred to as a “Party” and collectively as the “Parties” in this Agreement.
RECITALS
A. Agency is a public agency of the State of California and is in need of professional
services for the following project:
Continuing Disclosure 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 Agency to retain
Consultant to provide the services described herein.
AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. Services.
Consultant shall provide the Agency 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 Ten Thousand Dollars and Zero Cents ($10,000.00) over the
three (3) year term of the Agreement. Periodic payments shall be made within thirty (30) days of
receipt of an undisputed invoice which includes a detailed description of the work performed.
3. Additional Work.
If changes in the work seem merited by Consultant or the Agency, 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 Agency by Consultant
with a statement of estimated changes in fee or time schedule. An amendment to this Agreement
shall be prepared by the Agency and executed by both Parties before performance of such
services, or the Agency 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
contract period and for four (4) years from the date of final payment under the contract for
inspection by Agency.
5. Time of Performance.
Consultant shall perform its services from July 1, 2023 through June 30, 2026.
6. Delays in Performance.
a. Neither Agency 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. Compliance 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 Agency, 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 Subconsultant
Consultant shall not assign, sublet, or transfer this Agreement or any rights under or
interest in this Agreement without the written consent of the Agency, 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 Agency.
No employee or agent of Consultant shall become an employee of Agency. The work to be
performed shall be in accordance with the work described in this Agreement, subject to such
directions and amendments from Agency as herein provided.
11. Insurance. Consultant shall not commence work for the Agency until it has
provided evidence satisfactory to the Agency 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. Commercial General Liability
(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 Agency.
(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.
(iii) Commercial General Liability Insurance must include coverage
for the following:
(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 Agency, its officials, officers, employees,
agents and Agency 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 Agency,
and provided that such deductibles shall not apply to the Agency 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 Agency.
(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).
( ) The policy shall give Agency, its officials, officers, employees,
agents and Agency designated volunteers additional insured status.
(i) Subject to written approval by the Agency, the automobile liability
program may utilize deductibles, provided that such deductibles shall not apply to the Agency as
an additional insured, but not a self-insured retention.
c. Workers’ Compensation/Employer’s Liability
(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 Agency 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)
(ii) Defense costs shall be payable in addition to the limits, except for
professional liability.
(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 liability.
f. Evidence Required
Prior to execution of the Agreement, the Consultant shall file with the Agency
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 25S
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 Agency 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 Agency 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 Agency 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 Agency,
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 Agency,
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
Agency and shall not preclude the Agency from taking such other actions available to the Agency
under other provisions of the Agreement or law.
h. Qualifying Insurers
(i) All policies required shall be issued by acceptable insurance
companies, as determined by the Agency, 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.
i. 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 Agency, 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, Agency has the right but not the duty to obtain the insurance it deems
necessary and any premium paid by Agency will be promptly reimbursed by Consultant or
Agency will withhold amounts sufficient to pay premium from Consultant payments. In the
alternative, Agency may cancel this Agreement.
(iii) The Agency may require the Consultant to provide complete copies
of all insurance policies in effect for the duration of the Project.
(iv) Neither the Agency 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 Agency 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 Agency as an additional insured
using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If
requested by Consultant, Agency may approve different scopes or minimum limits of insurance
for particular subcontractors or subconsultants.
12. Indemnification.
To the fullest extent permitted by law, Consultant shall defend, with counsel of Agency’s
approval and at Consultant’s own cost, indemnify and hold the Agency, 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
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 Agency, its officials, officers, employees, agents or
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 Agency, 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 Eligibility.
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.
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. Agency 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. Agency 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
Agency and Consultant of the portion of such task completed but not paid prior to said
termination. Agency 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 Agency only in the event of
substantial failure by Agency 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 Agency.
18. Limitation of Agreement.
This Agreement is limited to and includes only the work included in the Project described
above.
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:
AGENCY:
Successor Agency to the
San Juan Capistrano
Redevelopment Agency
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attn: Ken Al-Imam
and shall be effective upon receipt thereof.
20. Third Party Rights
CONSULTANT:
Willdan Financial Services
27368 Via Industria, Suite 200
Temecula, CA 92590
Attn: Dave Davies
Nothing in this Agreement shall be construed to give any rights or benefits to anyone other
than the Agency 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 Agency 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. Severability
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 Agency. 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. Agency’s Right to Employ Other Consultants
Agency 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
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, Agency shall have the right
to rescind this Agreement without liability. For the term of this Agreement, no director, official,
officer or employee of Agency, during the term of his or her service with Agency, shall have any
direct interest in this Agreement, or obtain any present or anticipated material benefit arising
therefrom.
[SIGNATURES ON FOLLOWING PAGE]
SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE SUCCESSOR AGENCY TO THE SAN JUAN CAPISTRANO
COMMUNITY REDEVELOPMENT AGENCY
AND WILLDAN FINANCIAL SERVICES
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.
SUCCESSOR AGENCY TO THE SAN WILLDAN FINANCIAL SERVICES
JUAN CAPISTRANO COMMUNITY
REDEVELOPMENT AGENCY
By: By:
Ken Al-Imam
Finance Officer Its:
Printed Name:
ATTEST:
By:
Maria Morris, Secretary
APPROVED AS TO FORM:
By:
Jeffrey Ballinger, City Attorney
______________________________
Exhibit A
Scope of Services
Continuing Disclosure Services
1. Obtain all data as required in the Continuing Disclosure Certificate (Certificate) for all
outstanding municipal debt and any future issuances that require ongoing disclosure to
complete the Annual or Semi-Annual Report (Report).
2.Prepare the reports in a format acceptable to the City that includes the requirements of
the Certificate. The report must be submitted to the City for approval no less than 5
days prior to the deadline.
3.Disseminate filings, including the Audited Financial Statement, with the Municipal
Securities Rulemaking Board (MRSB) thorough Electronic Municipal Market Access
(EMMA) website of the MRSB or any successor repository to meet the filing deadline as
defined in the Certificate.
4. Obtain confirmation of the filing of the Certificate and Audited Financial Statements with
EMMA.
5. Provide copies of the completed Reports and confirmation of filings with EMMA to the
City.
6. Prepare and submit material event notices with EMMA, forwarding the notice and
confirmation to the City.
7. Prepare and submit the annual debt transparency report required by the California Debt
and Investment Advisory (CDIAC), in compliance with SB 1029.
Exhibit A - Page 1 of 1
Issuance Year 1 Year 2 Year 3
2008 Tax Allocation Refunding Bonds
Annual Disclosure Report 1,950 1,950 1,950
Annual Dissemination 100 1 00 100
Annual Certificate of Compliance 250 2 50 2 50
2018 Tax Allocation Refunding Bonds
Annual Disclosure Report 450 4 50 450
Annual Dissemination 100 1 00 100
Annual CDIAC SB 1029 Report 250 2 50 250
Totals 3 ,100 3,100 3,100
Exhibit B - Page 1 of 1