HomeMy WebLinkAboutWilldan Financial Services - 2014-08-07AMENDMENT NO. 1 TO AGREEMENT BETWEEN THE
CITY OF HUNTINGTON BEACH AND WILLDAN FINANCIAL SERVICES
FOR
SPECIAL DISTRICT CONSULTING AND RELATED SERVICES
FOR COMMUNITY FACILITIES DISTRICTS
THIS AMENDMENT is made and entered into by and between the CITY of
HUNTINGTON BEACH, a California municipal corporation, hereinafter referred to as
"CITY," and WILLDAN FINANCIAL SERVICES, a California corporation, hereinafter
referred to as "CONSULTANT."
WHEREAS, CITY and CONSULTANT are parties to that certain agreement,
dated August 7, 2014, entitled "Professional Services Contract Between the City of
Huntington Beach and Willdan Financial Services for Special District Consulting and
Related Services for Community Facilities Districts," which agreement shall hereinafter
be referred to as the "Original Agreement;" and
CITY and CONSULTANT wish to amend the Original Agreement to reflect the
additional work to be performed by CONSULTANT, the additional compensation to be
paid in consideration thereof by CITY to CONSULTANT, and the extension of the term
of the Original Agreement,
NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows:
1. ADDITIONAL WORK
CONSULTANT shall provide to CITY such additional services as
required by CITY, as set forth in the Original Agreement.
2. ADDITIONAL COMPENSATION
In consideration of the additional services to be performed hereunder as
described in Section 1 above, CITY agrees to pay CONSULTANT, and CONSULTANT
agrees to accept from CITY as full payment for services rendered, an additional sum not
to exceed Fourteen Thousand Eight Hundred Dollars ($14,800.00), in addition to the
original amount of Sixty Thousand Dollars ($60,000:00), for a new total not to exceed
amount of Seventy-four Thousand Eight Hundred Dollars ($74,800.00).
3. TERM
The term of the Agreement shall be extended for one additional year to
August 6, 2018.
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4. REAFFIRMATION
Except s specifically modified herein, all other terns and conditions of the
Original Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by and through their authorized officers on �5 , Zp /7
CONSULTANT
WILLDAN FINANCIAL SERVICES,
a California corporation
adys Medina
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ITS: (circle one) Chairman/Presiden ice President
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Rebekah Smith
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IT �one)Secretary/Chicf Financial UfficerlAsst.
Secretary
17-5887/161066/RLS 6/27/17/DO
CITY OF HUNTINGTON BEACH, a
a municipal corporation of the State of
California
ty Manager
INIT . ED AND APPROVED:
Director of Finance
APPROVED >9—LWFORM:
City Attorney Dr-c -� l; t,
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ly
i• CONTRACTS SUBMITTAL TO
CITY CLERK'S OFFICE
To: JOAN FLYNN, City Clerk
Name of Contractor: Wilson Financial Services
Purpose of Contract: For Example: Audit Services or Water Quality Testing Huntington Lake —Huntington Central Park
Community Facilities District administration, delinquency management, and disclosure
services
Amount of Contract: $60,000
Copy of contract distributed to: The original insurance certificate/waiver distributed
to Risk Management
Initiating Dept.
Finance Dept. ❑ ORIGINAL bonds sent to Treasurer ❑
Date: 9/18/14
Name/Extension
City Attorney's Office
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PROFESSIONAL SERVICES CONTRACT BETWEEN
THE CITY OF HUNTINGTON BEACH AND
WILLDAN FINANCIAL SERVICES
FOR
SPECIAL DISTRICT CONSULTING AND RELATED SERVICES FOR COMMUNITY
FACILITIES DISTRICTS
THIS AGREEMENT ("Agreement") is made and entered into by and between the
City of Huntington Beach, a municipal corporation of the State of California, hereinafter
referred to as "CITY," and , Willdan Financial Services, a California Corporation
hereinafter referred to as "CONSULTANT."
WHEREAS, CITY desires to engage the services of a consultant to provide special
district consulting and related services for Community Facilities Districts; Delinquency
Management, and Municipal/Continuing Disclosure; and
Pursuant to documentation on file in the office of the City Clerk, the provisions of
the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of
professional service contracts have been complied with; and
CONSULTANT has been selected to perform these services,
NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows:
1. SCOPE OF SERVICES
CONSULTANT shall provide all services as described in Exhibit "A,"
which is attached hereto and incorporated into this Agreement by this reference. These
services shall sometimes hereinafter be referred to as the "PROJECT."
CONSULTANT hereby designates Beatrice Medina who shall represent it
and be its sole contact and agent in all consultations with CITY during the performance of
this Agreement.
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2. CITY STAFF ASSISTANCE
CITY shall assign a staff coordinator to work directly with CONSULTANT
in the performance of this Agreement.
3. TERM; TIME OF PERFORMANCE
Time is of the essence of this Agreement. The services of CONSULTANT
are to commence on X/7 , 2014 (the "Commencement Date"). This Agreement shall
automatically terminate three (3) years from the Commencement Date, unless extended or
sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be
completed no later than three years from the Commencement Date. The time for
performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit
"A." This schedule may be amended to benefit the PROJECT if mutually agreed to in
writing by CITY and CONSULTANT.
In the event the Commencement Date precedes the Effective Date,
CONSULTANT shall be bound by all terms and conditions as provided herein.
4. COMPENSATION
In consideration of the performance of the services described herein, CITY
agrees to pay CONSULTANT on a time and materials basis at the rates specified in
Exhibit 'A" which is attached hereto and incorporated by reference into this Agreement,
a fee, including all costs and expenses, not to exceed Sixty Thousand Dollars ($60,000).
5. EXTRA WORK
In the event CITY requires additional services not included in Exhibit "A"
or changes in the scope of services described in Exhibit "A," CONSULTANT will
undertake such work only after receiving written authorization from CITY. Additional
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compensation for such extra work shall be allowed only if the prior written approval of
CITY is obtained.
6. METHOD OF PAYMENT
CONSULTANT shall be paid pursuant to the terms of Exhibit "B."
7. DISPOSITION OF PLANS ESTIMATES AND OTHER DOCUMENTS
CONSULTANT agrees that title to all materials prepared hereunder,
including, without limitation, all original drawings, designs, reports, both field and office
notices, calculations, computer code, language, data or programs, maps, memoranda,
letters and other documents, shall belong to CITY, and CONSULTANT shall turn these
materials over to CITY upon expiration or termination of this Agreement or upon
PROJECT completion, whichever shall occur first. These materials may be used by CITY
as it sees fit.
8. HOLD HARMLESS
CONSULTANT hereby agrees to protect, defend, indemnify and hold
harmless CITY, its officers, elected or appointed officials, employees, agents and
volunteers from and against any and all claims, damages, losses, expenses, judgments,
demands and defense costs (including, without limitation, costs and fees of litigation of
every nature or liability of any kind or nature) arising out of or in connection with
CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent (or alleged
negligent) performance of this Agreement or its failure to comply with any of its
obligations contained in this Agreement by CONSULTANT, its officers, agents or
employees except such loss or damage which was caused by the sole negligence or willful
misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense
and CITY shall approve selection of CONSULTANT's counsel. This indemnity shall
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apply to all claims and liability regardless of whether any insurance policies are applicable.
The policy limits do not act as limitation upon the amount of indemnification to be
provided by CONSULTANT.
9. PROFESSIONAL LIABILITY INSURANCE
CONSULTANT shall obtain and furnish to CITY a professional liability
insurance policy covering the work performed by it hereunder. This policy shall provide
coverage for CONSULTANT's professional liability in an amount not less than One
Million Dollars ($1,000,000.00) per occurrence and in the aggregate. The above -
mentioned insurance shall not contain a self -insured retention without the express written
consent of CITY; however an insurance policy "deductible" of Ten Thousand Dollars
($10,000.00) or less is permitted. A claims -made policy shall be acceptable if the policy
further provides that:
A. The policy retroactive date coincides with or precedes the initiation
of the scope of work (including subsequent policies purchased as
renewals or replacements).
B. CONSULTANT shall notify CITY of circumstances or incidents
that might give rise to future claims.
CONSULTANT will make every effort to maintain similar insurance during
the required extended period of coverage following PROJECT completion. If insurance is
terminated for any reason, CONSULTANT agrees to purchase an extended reporting
provision of at least two (2) years to report claims arising from work performed in
connection with this Agreement.
If CONSULTANT fails or refuses to produce or maintain the insurance
required by this section or fails or refuses to furnish the CITY with required proof that
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insurance has been procured and is in force and paid for, the CITY shall have the right, at
the CITY's election, to forthwith terminate this Agreement. Such termination shall not
effect Consultant's right to be paid for its time and materials expended prior to notification
of termination. CONSULTANT waives the right to receive compensation and agrees to
indemnify the CITY for any work performed prior to approval of insurance by the CITY.
10. CERTIFICATE OF INSURANCE
Prior to commencing performance of the work hereunder, CONSULTANT
shall furnish to CITY a certificate of insurance subject to approval of the City Attorney
evidencing the foregoing insurance coverage as required by this Agreement; the certificate
shall:
A. provide the name and policy number of each carrier and policy;
B. state that the policy is currently in force; and
C. shall promise that such policy shall not be suspended, voided or
canceled by either party, reduced in coverage or in limits except
after thirty (30) days' prior written notice; however, ten (10) days'
prior written notice in the event of cancellation for nonpayment of
premium.
CONSULTANT shall maintain the foregoing insurance coverage in force
until the work under this Agreement is fully completed and accepted by CITY.
The requirement for carrying the foregoing insurance coverage shall not
derogate from CONSULTANT's defense, hold harmless and indemnification obligations as
set forth in this Agreement. CITY or its representative shall at all times have the right to
demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a
prompt and timely manner, the premiums on the insurance hereinabove required.
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11. INDEPENDENT CONTRACTOR
CONSULTANT is, and shall be, acting at all times in the performance of
this Agreement as an independent contractor herein and not as an employee of CITY.
CONSULTANT shall secure at its own cost and expense, and be responsible for any and
all payment of all taxes, social security, state disability insurance compensation,
unemployment compensation and other payroll deductions for CONSULTANT and its
officers, agents and employees and all business licenses, if any, in connection with the
PROJECT and/or the services to be performed hereunder.
12. TERMINATION OF AGREEMENT
All work required hereunder shall be performed in a good and workmanlike
manner. CITY may terminate CONSULTANT's services hereunder at any time with or
without cause, and whether or not the PROJECT is fully complete. Any termination of this
Agreement by CITY shall be made in writing, notice of which shall be delivered to
CONSULTANT as provided herein. In the event of termination, all finished and
unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become
its property and shall be promptly delivered to it by CONSULTANT.
13. ASSIGNMENT AND DELEGATION
This Agreement is a personal service contract and the work hereunder shall
not be assigned, delegated or subcontracted by CONSULTANT to any other person or
entity without the prior express written consent of CITY. If an assignment, delegation or
subcontract is approved, all approved assignees, delegates and subconsultants must satisfy
the insurance requirements as set forth in Sections 9 and 10 hereinabove.
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14. COPYRIGHTS/PATENTS
CITY shall own all rights to any patent or copyright on any work, item or
material produced as a result of this Agreement.
15. CITY EMPLOYEES AND OFFICIALS
CONSULTANT shall employ no CITY official nor any regular CITY
employee in the work performed pursuant to this Agreement. No officer or employee of
CITY shall have any financial interest in this Agreement in violation of the applicable
provisions of the California Government Code.
16. NOTICES
Any notices, certificates, or other communications hereunder shall be given
either by personal delivery to CONSULTANT's agent (as designated in Section 1
hereinabove) or to CITY as the situation shall warrant, or by enclosing the same in a sealed
envelope, postage prepaid, and depositing the same in the United States Postal Service, to
the addresses specified below. CITY and CONSULTANT may designate different
addresses to which subsequent notices, certificates or other communications will be sent by
notifying the other party via personal delivery, a reputable overnight carrier or U. S.
certified mail -return receipt requested:
TO CITY:
City of Huntington Beach
ATTN: Dahle Bulosan
2000 Main Street
Huntington Beach, CA 92648
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TO CONSULTANT:
Willdan Financial Services
27368 Via Industria, Ste. 110
Temecula, CA 92590
ATTN: Beatrice Medina
17. CONSENT
When CITY's consent/approval is required under this Agreement, its
consent/approval for one transaction or event shall not be deemed to be a consent/approval
to any subsequent occurrence of the same or any other transaction or event.
18. MODIFICATION
No waiver or modification of any language in this Agreement shall be valid
unless in writing and duly executed by both parties.
19. SECTION HEADINGS
The titles, captions, section, paragraph and subject headings, and descriptive
phrases at the beginning of the various sections in this Agreement are merely descriptive
and are included solely for convenience of reference only and are not representative of
matters included or excluded from such provisions, and do not interpret, define, limit or
describe, or construe the intent of the parties or affect the construction or interpretation of
any provision of this Agreement.
20. INTERPRETATION OF THIS AGREEMENT
The language of all parts of this Agreement shall in all cases be construed
as a whole, according to its fair meaning, and not strictly for or against any of the parties.
If any provision of this Agreement is held by an arbitrator or court of competent
jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate
or affect the remaining covenants and provisions of this Agreement. No covenant or
provision shall be deemed dependent upon any other unless so expressly provided here.
As used in this Agreement, the masculine or neuter gender and singular or plural number
shall be deemed to include the other whenever the context so indicates or requires.
Nothing contained herein shall be construed so as to require the commission of any act
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contrary to law, and wherever there is any conflict between any provision contained herein
and any present or future statute, law, ordinance or regulation contrary to which the parties
have no right to contract, then the latter shall prevail, and the provision of this Agreement
which is hereby affected shall be curtailed and limited only to the extent necessary to bring
it within the requirements of the law.
21. DUPLICATE ORIGINAL
The original of this Agreement and one or more copies hereto have been
prepared and signed in counterparts as duplicate originals, each of which so executed shall,
irrespective of the date of its execution and delivery, be deemed an original. Each
duplicate original shall be deemed an original instrument as against any party who has
signed it.
22. IMMIGRATION
CONSULTANT shall be responsible for full compliance with the
immigration and naturalization laws of the United States and shall, in particular, comply
with the provisions of the United States Code regarding employment verification.
23. LEGAL SERVICES SUBCONTRACTING PROHIBITED
CONSULTANT and CITY agree that CITY is not liable for payment of any
subcontractor work involving legal services, and that such legal services are expressly
outside the scope of services contemplated hereunder. CONSULTANT understands that
pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive
legal counsel for CITY; and CITY shall not be liable for payment of any legal services
expenses incurred by CONSULTANT.
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24. ATTORNEY'S FEES
In the event suit is brought by either party to construe, interpret and/or
enforce the terms and/or provisions of this Agreement or to secure the performance hereof,
each party shall bear its own attorney's fees, such that the prevailing party shall not be
entitled to recover its attorney's fees from the nonprevailing party.
25. SURVIVAL
Terms and conditions of this Agreement, which by their sense and context
survive the expiration or termination of this Agreement, shall so survive.
26. GOVERNING LAW
This Agreement shall be governed and construed in accordance with the
laws of the State of California.
27. SIGNATORIES
Each undersigned represents and warrants that its signature hereinbelow has
the power, authority and right to bind their respective parties to each of the terms of this
Agreement, and shall indemnify CITY fully for any injuries or damages to CITY in the
event that such authority or power is not, in fact, held by the signatory or is withdrawn.
28. ENTIRETY
The parties acknowledge and agree that they are entering into this
Agreement freely and voluntarily following extensive arm's length negotiation, and that
each has had the opportunity to consult with legal counsel prior to executing this
Agreement. The parties also acknowledge and agree that no representations, inducements,
promises, agreements or warranties, oral or otherwise, have been made by that party or
anyone acting on that party's behalf, which are not embodied in this Agreement, and that
that party has not executed this Agreement in reliance on any representation, inducement,
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promise, agreement, warranty, fact or circumstance not expressly set forth in this
Agreement. This Agreement, and the attached exhibits, contain the entire agreement
between the parties respecting the subject matter of this Agreement, and supersede all prior
understandings and agreements whether oral or in writing between the parties respecting
the subject matter hereof.
29. EFFECTIVE DATE
This Agreement shall be effective on the date of its approval by the City
Attorney. This Agreement shall expire when terminated as provided herein.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by and through their authorized officers.
CONSULTANT,
[Coiv
ME
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ITS: (circle one) Chairman/President/Vice President
By:
Kate Nguyen
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ITS: (circle one) Secretary/Chief Financial Officer/Asst.
Secretary — Treasurer
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CITY OF HUNTINGTON BEACH,
a municipal corporation of the State of
California /
City Manager
INITIAT D AND APPROVED:
Director of Finance
APPROVED AST . FORM:
i
City-7Attorney
Date �._ 1 — ) q
EXHIBIT "A"
A. STATEMENT OF WORK: (Narrative of work to be performed)
Willdan Financial Services will perform all necessary special district consulting and related services
for Community Facilities Districts, Delinquency Management, and Municipal/Continuing
Disclosure. Services will include the maintenance and update of the parcel database to have the
ability to track parcel ownership, development status, payment status, and the necessary parcel
information to accurately calculate and levy the annual Special Taxes, as well as provide the
required Continuing Disclosure documents. These reports can be used for budgeting purposes,
planning, economic development, and public information.
B. CONSULTANT'S DUTIES AND RESPONSIBILITIES:
Willdan Financial Services hereinafter referred to, as the CONSULTANT, shall provide
administration of Community Facilities Districts. Services will include the following:
1. Basic Services
1.1. Review Relevant Documents
1.1.1. Objective: To review significant information pertaining to each of the Community Facilities
Districts that will allow for the effective setup and administration of the Districts.
1.1.2. Description: The Consultant will coordinate with the City to obtain and review building
permit information, final maps and site development plans, as well as all other relevant information
the City has on file.
1.1.3. Deliverable: Summary of findings and list of specific items needed for clarification and
complete setup of our files.
EXHIBIT A
1.2. Update Parcel Database/Spreadsheets
1.2.1. Objective: To obtain the necessary updated Assessor parcel information from the City,
County, and other third parry resources necessary to update the database for each CFD.
1.2.2. Description: Create, maintain, and periodically update electronic databases containing
parcel basis data and annual Special Tax levy amounts by Assessor's Parcel Number. The
databases will be designed to separate the different billing areas, and the necessary acreage
information will be identified.
1.2.3. Deliverable: Done.
1.2.4. Completion: Ongoing.
1.3. Determine Maximum and Actual Special Tax Rates
1.3.1. Objective: To annually calculate the Maximum Special Tax rates for each district and based
on budget; fund balance and Reserve Requirement information; calculate the actual Special Taxes,
as specified in the Rate and method of Apportionment of Special Tax for each CFD, taking into
account the Backup or Extraordinary Special Tax calculations.
1.3.2. Description: Utilizing the updated databases, the Consultant will annually calculate and
apportion the Special Taxes in accordance with the Rate and Method of Apportionment of Special
Tax for each CFD.
1.3.3. Deliverable: Provide electronic database to City staff for review before submittal to County
for application to the tax roll.
1.3.4. Completion: Special Taxes to be determined in July of each year.
1.4. Prepare and Submit Tape to the County
EXHIBIT A
1.4.1. Objective: To submit electronic data to the County for placement on the Annual Secured
Property Tax Roll.
1.4.2. Description: Provide Special Tax levies for each parcel by Assessor's Parcel Number,
formatted in the acquired media, to the County Auditor/Controller's Office for placement on the
annual property tax roll. Research, and if possible, resubmit installment amounts that are unapplied
by the County Auditor/Controller's Office. The Consultant will manually invoice Special Tax
installments that cannot be collected on the County property tax roll on behalf of the City of
Huntington Beach.
1.4.3. Deliverable: CD to the County.
1.4.4. Completion: 1 Oth of August each year: Original submitted to the County
24th of August each year: Resubmittal of corrections to the County
1.5. Prepare and Submit Annual Report on Disk to City of Huntington Beach
1.5.1. Objective: To provide the City with an annual report that presents data relevant to the
annual levy, as submitted by the Consultant to the County of Orange.
1.5.2. Description: Prepare an Annual Report. This Report will include:
(a) The assumptions used to derive the Maximum and Applied Rates,
(b) The amount of delinquent taxes spread over the parcels, and
(c) A list of all parcels containing the following information: acreage, residential square
footage, rate category (where applicable,) maximum allowable charge, and actual charge.
1.5.3. Deliverable: Annual Reports.
1.5.4. Completion: October of each year (If the City Council requires a copy of the report to set
the Special Tax rates, this report could be completed prior to the levy submittal due date.)
EXHIBIT A
1.6. Delinquency Reports
1.6.1. Objective: To determine the delinquent Special Tax amount per parcel, per district, and to
comply with foreclosure covenants.
1.6.2. Description: Upload electronic delinquency information received from the County of
Orange Tax Collector's Office to prepare Delinquency Detail Reports.
1.6.3. Deliverable: Delinquency Detail Reports.
1.6.4. Completion: Approximately, February, May, and October of each year.
1.7. Perform Bond Services
1.7.1. Objective: To perform the required bond call spreads, and coordinate the early redemption
of outstanding bonds. Provide an annual report to the California Debt and Investment Advisory
Commission (CDIAC.)
1.7.2. Description: Utilizing prepayments, surplus funds or other approved sources of funds, the
Consultant will calculate required bond call spread and coordinate the early redemption of
outstanding bonds with the City and Trustee/Fiscal Agent/Paying Agent. Additionally, the
Consultant will provide an annual report to the CDIAC by October 30, in accordance with
California Government Code, Section 53359.5 9(b) as amended.
1.7.3. Deliverable: Bond call worksheets and CDIAC reports.
1.7.4. Completion: Bond call spreads (as -needed.)
By October 30 of each year — CDIAC report.
1.8. Perform Services Regarding Individual Special Tax Liens
EXHIBIT A
1.8.1. Objective: To provide prepayment information to the City, to individual owners, or to other
interested parties, as requested, and prepare Release of Lien documents for parcels that prepay their
lien in full.
1.8.2. Description: Provide verbal estimates of prepayment amounts for individual property
owners. Calculate written prepayment quotes 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, the Consultant will coordinate the removal of the lien.
1.8.3. Deliverable: Payoff Quotes/Release of Lien Documents.
1.8.4. Completion: As requested/required.
1.9. Meetings with City Staff
1.9.1. Objective: Meet with City staff to discuss the upcoming levy, and review the draft annual
report.
1.9.2. Description: Understanding the importance of time, the Consultant would like to meet with
the City's staff at least a couple of times during the year, preferably in April/May and in October
(could be set up as conference calls, depending upon City staff availability). During the meetings,
the Consultant will discuss issues regarding the development status and financial health of the
districts, annexations that will affect the Special Taxes, and any other issues that might affect
calculating and apportioning the Special Taxes according to the Rate and Method of Apportionment
of Special Tax for each CFD.
1.9.3. Deliverable: None.
1.9.4. Completion: To be determined by the City.
1.10 Respond to Property Owners' Inquiries
EXHIBIT A
1.10.1. Objective: To be the initial contact for all questions from property owners, developers, and
other interested parties.
1.10.2. Description: Provide a toll -free number to field inquiries from property owners and other
interested parties regarding Special Tax installments and related information.
1.10.3. Deliverable: Phone call log delivered annually (or a timeframe that is more suitable for the
City.)
1.10.4. Completion: Ongoing.
1.11. Internet Based Site for City Staff and Investors/Public
1.11.1. Objective: Provide Internet -based site that can be used by the City for obtaining specific -
parcel information or the public to access Continuing Disclosure information.
1.11.2. Description: A secured Internet site that can be accessed by authorized City employees to
retrieve information by Assessor Parcel Number, including parcel development status, annual levy
amount and payment status, as well as delinquency information and foreclosure actions. The public
can access the Web site at no charge to obtain copies of the Continuing Disclosure reports and
Annual Reports (as authorized by the Agency.)
1.11.3. Deliverable: Provide access to the Consultant Website where the information can be
accessed.
1.11.4. Completion: Ongoing.
1.12. Attend City Council Meetings
1.12.1. Objectives: Attend City Council meetings at which the Special Taxes for the Community
Facilities Districts are to be discussed.
EXHIBIT A
1.12.2. Description: During the City Council meetings, the Consultant will be available to discuss
issues regarding the status of the districts, an overview of how the Special Taxes were determined
and, if needed, provide details on the effect that the California Government code has on the districts.
1.12.3. Deliverable: None,
1.12.4. Completion: As requested by the City.
1.13. Continuing Disclosure Services
The Consultant will provide assistance and advice on ongoing disclosure matters. The Consultant
will help the City provide required financial and operating data requested by investors, which
would, otherwise, be considered material in keeping securities holders informed of the investment
quality of the debt issue. The Consultant will also assist the City in responding to questions from
investors and from other market participants.
1.14. Annual Information Statement Preparation
With respect to the preparation of the Annual Statement, the Consultant will, through the City's
direction provide the following services:
1.14.1. Review pertinent documents relating to the debt issue including the Official Statement,
financial statements, and annual reports.
1.14.2. Collect directly from trustees, fiscal agents, state, County agencies, or others' third -party
data or other information required, as applicable, for inclusion within the Annual Information
Statement.
1.14.3. Analyze the information for accuracy, materiality, and appropriateness.
L 14.4. Provide advice and direction on inclusion and presentation of the information in the Annual
Information Statement.
EXHIBIT A
1.14.5. Create a draft of the Annual Information Statement for review by the City.
1.14.6. Discuss any relevant issues with the City regarding the report, and address questions the
City may have regarding Disclosure matters.
1.14.7. Finalize and disseminate the Annual Information Statement, including, as necessary,
arranging for electronic and paper reproduction.
1.15. Significant Event Notices
Upon notification by the City and/or if the Consultant becomes aware, and if deemed to be material,
the Consultant will prepare Notices of Significant Events covering events enumerated in Rule 15c2-
12(b) for the City's review.
1.16. Dissemination
The Consultant will disseminate the disclosure reports through the Municipal Securities
Rulemaking Board (MSRB) Electronic Municipal Market Access (EMMA) system and any other
party, as directed by the City. The Consultant will also assist the City when requests for
information are received, and respond to questions from investors and other market participants.
The disclosure reports will also be placed on the Consultant's website for easy access by City staff
and investors.
C. CITY'S DUTIES AND RESPONSIBILITIES:
The Consultant will rely on assistance from the City of Huntington Beach in obtaining the following
information.
Community Facilities District Administration
EXHIBIT A
1.1. Information related to the districts, such as formation and associated bond facts. This
information will assist in the initial setup of the districts and may include, but is not limited to:
diagrams and recorded notices for the district; CFD reports, copies of resolutions approved during
the formation process for the districts, Rate and Method of Apportionment and copies of pertinent
bond documents.
1.2. Annual information related to fund balances for the districts.
1.3. The budget summary to be incorporated into the annual resolution establishing the budget
and Special Tax rates for the district.
1.4. An annually updated listing of all parcels that have been approved for any applicable
exemptions, if necessary.
1.5. Information regarding land subdivision, issuance of building permits and/or certificates of
occupancy (as required by the City of Huntington Beach.) Although the Consultant will annually
research information, it may still be necessary to obtain additional assistance from the City.
1.6. Current development plan/tentative maps and annual changes, modifications or updates, if
necessary.
1.7. Existing delinquency information.
2. Continuing Disclosure
2.1, The City's Adopted Budget.
2.2. The City's Audited Financial Statements.
2.3. Current fund balances held at the City.
The City of Huntington Beach acknowledges that the Consultant shall be relying upon the accuracy
of the information provided by the City or their designees and that the Consultant shall not be liable
EXHIBIT A
for any inaccuracies contained in such information. The Consultant staff will be providing all of the
services needed to complete the required scope of services, while only requesting the specific
information listed above from City staff. If necessary, the Consultant would also require that City
staff complete the steps necessary to place resolutions establishing the tax rates onto the City
Council's agenda. Moreover, specific items relating to bond calls and Release of Liens will require
signatures and/or notarization by authorized City staff.
D. WORK PROGRAM/PROJECT SCHEDULE:
TBD
EXHIBIT A
EXHIBIT `B"
Payment Schedule (Hourly Payment)
A. Hourly Rate
CONSULTANT'S fees for such services shall be based upon the following hourly rate and cost
schedule:
Hourly Rates: services will be based exclusively upon written authorization from City
authorized representative(s). Additional services will be billed at the following hourly rates:
Title Hourly Rate
Group Manager $ 210
Principal Engineer 200
Principal Consultant 200
Senior Project Manager 165
Project Manager 145
Senior Project Analyst 130
Senior Analyst 120
Analyst 100
Analyst Assistant 75
Property Owner Services Representative 55
Support Staff 50
B. Travel. Charges for time during travel are not reimbursable
C. Billing
All billing shall be done monthly in fifteen (15) minute increments and matched to an
appropriate breakdown of the time that was taken to perform that work and who
performed it.
2. Each month's bill should include a total to date. That total should provide, at a glance,
the total fees and costs incurred to date for the project.
3. A copy of memoranda, letters, reports, calculations and other documentation prepared
by CONSULTANT may be required to be submitted to CITY to demonstrate progress
toward completion of tasks. In the event CITY rejects or has comments on any such
product, CITY shall identify specific requirements for satisfactory completion.
4. CONSULTANT shall submit to CITY an invoice for each monthly payment due.
Such invoice shall:
A) Reference this Agreement;
B) Describe the services performed;
C) Show the total amount of the payment due;
D) Include a certification by a principal member of CONSULTANT's firm that
the work has been performed in accordance with the provisions of this
Agreement; and
1
Exhibit B
E) For all payments include an estimate of the percentage of work completed.
Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is
making satisfactory progress toward completion of tasks in accordance with this
Agreement, CITY shall approve the invoice, in which event payment shall be made
within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be
unreasonably withheld. If CITY does not approve an invoice, CITY shall notify
CONSULTANT in writing of the reasons for non -approval and the schedule of
performance set forth in Exhibit "A" may at the option of CITY be suspended until
the parties agree that past performance by CONSULTANT is in, or has been brought
into compliance, or until this Agreement has expired or is terminated as provided
herein.
Any billings for extra work or additional services authorized in advance and in writing
by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the
information required above, and in addition shall list the hours expended and hourly
rate charged for such time. Such invoices shall be approved by CITY if the work
performed is in accordance with the extra work or additional services requested, and if
CITY is satisfied that the statement of hours worked and costs incurred is accurate.
Such approval shall not be unreasonably withheld. Any dispute between the parties
concerning payment of such an invoice shall be treated as separate and apart from the
ongoing performance of the remainder of this Agreement.
2
Exhibit B
EXHIBIT "B"
Payment Schedule (Fixed Fee Payment)
Annual, Three -Year Proposal Summary
The quoted annual administration "base fee" for each succeeding year will be subject to an
increase, which will not exceed the most recent change in the January -to -January Consumer
Price Index (CPI) for the applicable area, as calculated by the United States Department of
Labor. Fees are payable as the work progresses, on a monthly basis.
Description of
Year 1
Year 2
Year 3
Provided Services
FY 2014-15
FY 2015-16
FY 2016-17
Base Fee per
Base Fee per
District: $2,519.25
Base Fee for 15-16,
CFD Administration
District: $2,519.25
plus CPI
plus CPI
Per Parcel Fee per
Per Parcel Fee per
Per Parcel Fee per
District: $2.50
District: $2.50
District: $2.50
Delinquency
See Fee Structure Below
Management
Continuing
Disclosure Report—
$1,000
$1,000
$1,000
Preparation and
Dissemination
Payoff Quote
$250
$250
$250
(Per Request)
Note: Upon the City's request, the above fee structure can be applied to future districts.
*The requesting party pays the fees for this service. There is no charge to the City.
Delinquency Management
The following fees are invoiced to the City as the service is rendered. They are ultimately
paid by, or on behalf of, the delinquent property owners.
Services
I Fees
Fees Ultimately Reimbursed to City by Property Owner:
Delinquency Reminder Letter
$15
Delinquency Demand Letter
45
Foreclosure Letter
65
Effect Removal from Tax Roll and Record
Subsequent Notice of Satisfaction
110
Payment Plan
200
Subsequent Foreclosure Services
100 — 300
Fees Paid Direct!,y to Willdan Financial
Services by Re uestor:
Delinquency Demand Payoff
$50
Zero Demand
50
(1) This fee is waived for the property owner (except for escrow purposes) or City of
Huntington Beach. This fee complies with Section 8833 of the California Streets and
Exhibit B
Highways Code and/or Section 53356.2 of the California Government Code, which
requires recording of a Notice of Intent to Remove Delinquent Special Assessments
and/or special Taxes from the County tax roll. It DOES NOT include the County tax roll
removal charge, or similar fee, if any.
Reimbursable Expenses
Willdan Financial Services will be reimbursed for out-of-pocket expenses. Examples of
reimbursable expenses include, but are not limited to: postage, travel expenses, mileage
(Currently federal prevailing rate) and copying (currently, 6¢ per copy.) Any additional
expense for reports or, otherwise, from outside services, will be billed to the City. Charges
for meeting and consulting with counsel, the City, or other parties regarding services not
listed in the scope of work will be at our then -current hourly rates (see "Additional Services"
section.)
In the event that a third party requests documentation, Willdan Financial Services may, in
accordance with Willdan's applicable rate schedule, charge such third party for providing
said documents.
1. CONSULTANT shall be entitled to monthly progress payments toward the fixed fee set
forth herein in accordance with the following progress and payment schedules.
2. Delivery of work product: A copy of every memorandum, letter, report, calculation and
other documentation prepared by CONSULTANT shall be submitted to CITY to demonstrate progress
toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY
shall identify specific requirements for satisfactory completion.
CONSULTANT shall submit to CITY an invoice for each monthly progress payment
due. Such invoice shall:
A) Reference this Agreement;
B) Describe the services performed;
C) Show the total amount of the payment due;
D) Include a certification by a principal member of CONSULTANT's firm that the
work has been performed in accordance with the provisions of this Agreement;
and
E) For all payments include an estimate of the percentage of work completed.
Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making
satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall
approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the
invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an
invoice, CITY shall notify CONSULTANT in writing of the reasons for non -approval and the schedule
of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree
that past performance by CONSULTANT is in, or has been brought into compliance, or until this
Agreement has expired or is terminated as provided herein.
Exhibit B
4. Any billings for extra work or additional services authorized in advance and in writing
by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information
required above, and in addition shall list the hours expended and hourly rate charged for such time.
Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or
additional services requested, and if CITY is satisfied that the statement of hours worked and costs
incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the
parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing
performance of the remainder of this Agreement.
Exhibit B
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
PROFESSIONAL SERVICES CONTRACT BETWEEN
THE CITY OF HUNTINGTON BEACH AND
WILLDAN FINANCIAL SERVICES
FOR
SPECIAL DISTRICT CONSULTING AND RELATED SERVICES FOR COMMUNITY
FACILITIES DISTRICTS
Table of Contents
Scopeof Services.....................................................................................................1
CityStaff Assistance................................................................................................2
Term; Time of Performance.....................................................................................2
Compensation..........................................................................................................2
ExtraWork...............................................................................................................2
Methodof Payment..................................................................................................3
Disposition of Plans, Estimates and Other Documents
...........................................3
HoldHarmless.........................................................................................................3
Professional Liability Insurance.............................................................................4
Certificateof Insurance............................................................................................5
Independent Contractor............................................................................................6
Termination of Agreement.......................................................................................6
Assignment and Delegation......................................................................................6
Copyrights/Patents...................................................................................................7
CityEmployees and Officials..................................................................................7
Notices.........................................................................................
7
Consent....................................................................................................................8
Modification.............................................................................................................
8
SectionHeadings.....................................................................................................8
Interpretation of this Agreement..............................................................................8
DuplicateOriginal....................................................................................................9
Immigration...............................................................................................................9
Legal Services Subcontracting Prohibited...............................................................19
Attorney's Fees..........................................................................................................10
Survival.....................................................................................................................10
GoverningLaw.........................................................................................................10
Signatories.................................................................................................................10
Entirety......................................................................................................................10
EffectiveDate.................................................................................
I I
Exhibit A
Scope of Services
Below is our proposed scope of services, which is described in detail by task. Willdan will perform the
following tasks to assist the City of Morgan Hill with the recreation centers impact fee report update.
Task 1: Revise Demographics
Objective: Update base year demographic assumptions to most recent available data.
Description: Willdan will update base year demographics to the most recently available data for
population, dwelling units and employees. Base year demographic data is used to identify
the standards for recreation centers necessary to calculate the corresponding impact fee.
Deliverables: None.
Task 2: Incorporate Revised Facility Costs
Objective: Incorporate latest facility planning into the impact fee.
Description: Based on data provided by City staff, Willdan will alter the project list and costs to be
funded though the recreation center impact fee to reflect the latest facility planning. We
understand that potential projects include the expansion of the Centennial Recreation
Center, and up to three other yet to be determined facilities.
Deliverables: None.
Task 3: Update Facility Standards
Objective: Identify the recreation center facility standards based on latest demographic data and
facility planning.
Description: Based on the data collected in Tasks 1 and 2, Willdan will identify the current and future
recreation center facility standards. Facility standards are used to determine the level of
recreation centers that new development will fund through the updated recreation center
impact fee.
Deliverables: None.
Mr. Chris Ghione, City of Morgan Hill
Proposal to Prepare a Recreation Center Impact Fee Report Update
May 28, 2014
Page 2
Task 4: Calculate Fees
Objective: Provide a fee schedule reflecting the updated recreation center impact fees.
Description: Willdan will use the facility standards identified in Task 3 to allocate the cost of new
recreation centers to new development in the form of an impact fee. Fees will be
calculated for single family, multi -family and senior / downtown / secondary residential
dwelling units. Draft tables documenting the impact fee calculation will be distributed to
City staff for one round of review, which will then be finalized in Task 5.
Deliverables: Draft fee tables.
Task 5: Prepare Report
Objective: Provide a report that documents the methodologies, adjustments and results.
Description: Based upon results from prior tasks, we will provide a draft report that fully documents
the methodologies, data sources, project costs and other relevant information related to
the impact fee update. Following one round of comments from City staff, we will issue a
final draft of the report
Deliverables: Administrative draft and final draft report(s).
Exhibit B
Agreement Amount not to exceed $13,500 as detailed below.
Budget
Willdan will complete the scope of services for a fixed price fee of $11,680. This fee does not include
attendance at in -person meetings. If the City would like Willdan personnel to attend a meeting in regard to
this project, the fee would be $1,750 per meeting. Please note, telephone conference calls are not
considered meetings.
Additional Services
Additional services may be authorized by the City of Morgan Hill and will be billed at our then current
hourly consulting rates. Our current hourly rates are:
Position
iiouriy Rate
priscpEli 4A3eY Su!t1nt
200
Slenior s rgect Nla qq ;
a 111;5
res MCt iale'i; iCj f`
W5
Senior P" oqed Aflaiyst
!fE_af sknalvst
" 20
CITY OF HUNTINGT N BEACH RECEIVED
Professional Service Approval Forma MAY 14 2014
.: PART I Finance e« rtmeejlx
Date: 5/9/2014 Project Manager Name: Dahle Bulosan
Requested by Name if different from Project Manager:
Department: Finance
PARTS I OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE COMPLETED
BY THE REQUESTING DEPARTMENT AND SIGNED BY THE CITY MANAGER, FOR APPROVAL,
BEFORE PROCEEDING WITH THE SOLICITATION OR CONTRACT PROCESS. PART I MUST BE FILED
WITH ALL APPROVED CONTRACTS.
1) Briefly provide the purpose for the agreement:
Community Facilities District administration, delinquency management, and disclosure services
2) Estimated cost of the services being sought: $ 60,000
3) Are sufficient funds available to fund this contract? ® Yes ❑ No
If no, please explain:
4) Check below how the services will be obtained:
❑ A Bid solicitation process in accordance to the MC 3.03.060 procedures will be conducted.
® MC 3.03.08(b) — Other Interagency Agreement procedure will be utilized.
❑ MC 3.03.08 — Contract Limits of $30,000 or less exempt procedure will be utilized.
5) Is this contract generally described on the list of professional service contracts approved by the City
Council? If the answer to this question is "No," the contract will require approval from the City Council.)
Yes Z ❑ No
Fiscal Service a i gtu're(urchasing Approval) Date
6) Amount, Business Unit (8 digits) and Object Code (5 digits) where funds are budgeted
(Please note that a budget check will occur at the object code level):
Account number
Contractual Dollar Amount
Business unit. object #
Year 1(estimate)
Year 2 (estimate)
Year 3(estimate)
4054044s-6G9a&& ''
$5000
$5000
$5000
40640101.69365
$5000
$5000
$5000
40840101.69365
$5000
$5000
$5000
,F, t oao
Head Signature(s)
s Signature
APPROVEDt7DEN n
a
ager's Signature
+5vvv
D to
ate
S /2 &Ll 11
T Date
Date
Date
willdan part i.doc
REV: December /2013
�Y CITY OF HUNTINGTON BEACH
Professional Service Approval Form RECEIVED
PART II JUL 10 2014
Date: 7/1/2014 Project Manager: Dahle Bulosan Finance Department
Requested by Name if different from Project Manager:
Department: Finance
PARTS I & II OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE
COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED FOR APPROVAL. PART I & 11 MUST
BE FILED WITH ALL APPROVED CONTRACTS.
1) Name of consultant: Willdan Financial Services
2) Contract Number: FIN
(Contract numbers are obtained through Finance Administration x 5630)
3) Amount of this contract: $60,000
Account number
I Contractual Dollar Amount
Business unit. object #
Year 2 estimate)
Year 3(estimate)
see attached
$ oo
$ Zc, C)a
$ 'Z� ca 0 C
$
$
$
4) Is this contract less than $50,000? ❑ Yes Z No
5) Does this contract fall within $50,000 and $100,000? Z Yes ❑ No
6) Is this contract over $100,000? ❑ Yes Z No
(Note: Contracts requiring City Council Approval need to be signed by the Mayor and City Clerk. Make
sure the appropriate signature page is attached to the contract.)
7) Were formal written proposals requested from at least three available qualified consultants?
- ❑ Yes Z No
8) Attach a list of consultants from whom proposals were requested (including a contact telephone
number.)
9). Attach Exhibit A, which describes the proposed scope of work.
10) Attach Exb+ B, which cWscribes the payment terms of the contract.
Fa
ng)
Budget Ma9figer Apwprdval nature
l%vv
Director of Finance (or designee) Signature
f %-Z-/y
Date
Date
7 /11'q
Date
willdan part ii.doc
REV: December /2013
tc� r Y
Community Facilities District administration, delinquency management, and disclosure services
Willdan Financial Services
Contractual Dollar Amount (Estimate)
Account Number FY 14/15 FY 15/16 FY 16/17
Business unit. Object #
Year 1
Year 2
Year 3
Total
40540105.69365
$
5,000
$
5,000
$
5,000
$
15,000
40640101.69365
$
5,000
$
5,000
$
5,000
$
15,000
40840101.69365
$
5,000
$
5,000
$
5,000
$
15,000
41040105.69365
$
5,000
$
5,000
$
5,000
$
15,000
$
20,000
$
20,000
$
20,000
$
60,000
No inquiry description
Object YTD
Account Budget
2014
00405 - Debt Svc Grand Coast CFD2000-1
40540101 - Debt Svc Grand Coast CFD2000-1
88030 - Principal
430,000
88070 - Interest
807,153
88150 - Arbitrage
1,000
881 nt 60 - Paymeto Fiscal Agent
5,000
88010 - Debt Service Expenses
1,243,153
88210 - To General Fund
5,708
88205 - Operating Transfers Out
5,708
88200 - Transfers to Other Funds
5,708
88000 - NON -OPERATING EXPENSES
1,248,861
50000 - EXPENDITURES
1,248,861
40540105 - Debt Svc CFD2000-1 2013 Refund
69300 - Professional Services
0
60000 - OPERATING EXPENSES
0
88010 - Debt Service Expenses
0
88205 - Operating Transfers Out
0
88200 - Transfers to Other Funds
0
88000 - NON -OPERATING EXPENSES
0
50000 - EXPENDITURES
0
00406 - Debt Svc Mello Roos
40640101 - Debt Svc Special Tax CFD1990-1
69365 - Other Professional. Services :_.'
5;000
69300 - Professional Services
5,000
60000 - OPERATING EXPENSES
5,000
88030 - Principal
130,000
88070 - Interest
48,600
88150 - Arbitrage
1,000
88010 - Debt Service Expenses
179,600
88000 - NON -OPERATING EXPENSES
179,600
50000 - EXPENDITURES
184,600
00408 - Debt Svc McDonnell CFD 2002-1
40840101 - Debt Svc McDonnell CFD 2002-1
69365`- Other Professional Seances
69300 - Professional Services
5,000
60000 - OPERATING EXPENSES
5,000
88030 - Principal
90,000
88070 - Interest
279,818
88150 - Arbitrage
1,000
88160 - Payment to Fiscal Agent
5,000
88010 - Debt Service Expenses
375,818
88210 - To General Fund
5,708
88205 - Operating Transfers Out
5,708
88200 - Transfers to Other Funds
5,708
88000 - NON -OPERATING EXPENSES
381,526
50000 - EXPENDITURES
386,526
00410 - Debt Svc Bella Terra
41040101 - Debt Svc Bella Terra CFD2003-1
69365'-Other P ofessional'iSe'rvices:_°
5,400
69300 - Professional Services
5,000
60000 - OPERATING EXPENSES
5,000
88030 - Principal
625,000
88070 - Interest
1,179,860
88150 - Arbitrage
1,000
88160 - Payment to Fiscal Agent
5,000
88010 - Debt Service Expenses
1,810,860
88210 -To General Fund
5,708
88210 - To Pking Structure -Bella Terra
539,389
88205 - Operating Transfers Out
545,097
88200 - Transfers to Other Funds
545,097
88000 - NON -OPERATING EXPENSES
2,355,957
50000 - EXPENDITURES
2,360,957
COPY RECEIVED
L
THE CITY OF SAN DEEGO
jjj I EVEN R I � 51 D 111IRZilliF a Z -1 %'WISM
Contract Number
DEC 1 ", 2013
THIS Agreement is made and entered into between the City of San Diego, a
municipal corporation [City], and Willdan Financial Services [Consultant] for the
Consultant to provide services to assist the City in the annual administration of the City's
Community Facilities Districts and Assessment Districts.
1. Scope of Services. The Consultant shall provide Services to the City as
per Exhibit "A" attached, at the direction of the City.
ARTICLE 11
F1141-MMUM�1 M91*01NIBIZI
2.1 Term of Agreement. This Agreement shall be effective on the date it is
executed by the last Party to sign the Agreement, and approved by the City Attorney in
rM
accordance with San Diego Charter Section 40. Unless otherwise terminated, it shall be
effective until completion of the Scope of Services or one year from the execution of this el�n
Document No. C-- 1 "S 220
Filed — DFr- a 2013
Office of the City Clerk
San Diego, California
agreement by the City of San Diego, whichever is the earliest, but not to exceed five
years unless approved by City ordinance.
After the initial one (1) year contract period, the City reserves the option to renew the
contract up to four (4) additional one (1) year periods under the terms and conditions
herein stated beginning on the anniversary of the commencement of the contract. The
renewal is contingent on a mutual agreement between the City and the Consultant, with
such agreement to be confirmed sixty (60) days prior to the expiration of the contract
period. Either the City or the Consultant may decline to confirm the renewal of the
contract for any reason whatsoever, which shall render the renewal option null and void.
The City's initial letter offering an opportunity to renew the contract does not constitute
an award of the option period. Any option acceptance must be confirmed by the City, in
writing, before it becomes valid.
The City will not grant an option if the contractor requests a price increase which exceeds
the average percentage variant for the previous twelve months in the Consumer Price
Index for Urban Wage Earners and Clerical Workers (CPI-W) for the San Diego area as
published by the Bureau of Labor Statistics, or 5%, whichever is less. If a price increase
is requested, the bnidder must provide detailed supporting documentation to justify the
requested increase. The requested increase will be evaluated by the City and the City
reserves the right to accept or reject such request.
2.2 Time of Essence. Time is of the essence for each provision of this
Agreement, unless otherwise specified in this Agreement.
2.3 City's Right to Terminate for Convenience. The City may, at its sole
option and for its convenience, terminate all or any portion of the Professional Services
agreed to pursuant to this Agreement by giving written notice of such termination to the
Consultant. Such notice shall be delivered by certified mail with return receipt for
delivery to the City. The termination of the Professional Services shall be effective upon
receipt of the notice by the Consultant. Consultant will be entitled to fair and reasonable
compensation for all Professional Services completed in compliance with this Agreement
prior to the notice of termination.
2.4 City's Right to Terminate for Default. If the Consultant fails to
satisfactorily perform any obligation required by this Agreement, the Consultant's failure
constitutes a Default. A Default includes the Consultant's failure to adhere to the Time
Schedule. If the Consultant fails to satisfactorily cure a Default within ten calendar days
of receiving written notice from the City specifying the nature of the Default, the City
may immediately cancel and/or terminate this Agreement, and terminate each and every
right of the Consultant, and any person claiming any rights by or through the Consultant
under this Agreement. The rights and remedies of the City enumerated in this Section are
cumulative and shall not limit, waive, or deny any of the City's rights under any other
provision of this Agreement. Nor does this Section otherwise waive or deny any right or
remedy, at law or in equity, existing as of the date of this Agreement or hereinafter
enacted or established, that may be available to the City against the Consultant.
Page 2 of 24
ARTICLE III
3.1 Amount of Compensation. The City shall pay the Consultant for
performance of all Professional Services rendered in accordance with the Scope of Work
in Section 1 of this Agreement, including reasonably related expenses, for a total not to
exceed Seventy Thousand Dollars ($70,000). Annual Administration and Disclosure
services shall be billed at the annual fees specified in Tables la and lb below, and shall
not exceed Forty Four Thousand Four Hundred Dollars ($44,400). Compensation for
Additional Services (if any) shall be billed at the hourly rates specified in Table 2 below,
and shall not exceed Eighteen Thousand One Hundred Dollars ($18,100). The scope of
any Additional Services shall be based upon mutual agreement between the City and the
Consultant, and such services shall be performed solely at the direction of the Debt
Management Department.
Total compensation for the Scope of Work shall not exceed Sixty Two Thousand Five
Hundred Dollars ($62,500) and the compensation for Expenses, if any, shall not exceed
Seven Thousand Five Hundred Dollars ($7,500).
The Consultant shall be paid, at the time provided for payment of fees, their reasonable
and necessary expenses. Those expenses shall include, but not be limited to, deliveries,
photocopies, binding services, telephone calls, messenger services, travel, hotels, taxis,
and meals incurred in connection with the services pertaining to this Agreement. Pre -
approval of travel will be obtained from the City. Payment of expenses under this
Agreement shall not exceed $7,500.
Annual fees and billing rates for the services provided are outlined in the tables below:
Table la
Annual Community Facilities District Administration and Disclosure
CFD NO. 1 (MIRAMAR RANCH NORTH)
$6,050
CFD NO.2 IA NO. 1 (SANTALUZ)
$6,050
CFD NO.2 IA NO.3 (SANTALUZ)
$3,650
CFD NO.2 IA NO.4 (SANTALUZ)
$3,650
CFD NO.3 (LIBERTY STATION)
$6,050
CFD NO.4 (BLACK MOUNTALN RANCH VILLAGES)
$5,450
TOTAL COMMUNITY FACILITIES DISTRICT
ADMINISTRATION
$30,900
Page 3 of 24
Table lb
Annual Assessment District Administration and Disclosure
ASSESSMENT DISTRICT 4096 (PIPER RANCH $3,250
BUSINESS PARK)
REASSESSMENT DISTRICT 1999-1 I $7,000
REASSESSMENT DISTRICT 2003-1 1 $3,250
TOTAL. ASSESSMENT DISTRICT
ADNIIN1STRATION 1$13,500
Table 2
Additional Services
Consultant Hourly Rates
GROUP MANAGER
$210/HOUR
PRINCIPAL ENGINEER
$200/HoT-TR
PRINCIPAL CONSULTANT
$200/HOUR
SENIOR PROJECT MANAGER
$165/HouR
PROJECT MANAGER
$145/HOUR
SENIOR PROJECT ANALYST
$130/11OUR
SENIOR ANALYST
$120/HOLTR
ANALYST
$100/11OUR
ANALYST ASSISTANT
$75/HOLTR
PROPERTY OWNER SERVICES REPRESENTATIVE
$55/HOLTR
SUPPORT STAFF
$50/HOUR
Page 4 of 24
3.2 Additional Services. The City may require that the Consultant perform
additional professional services beyond those described in the Scope of Work [Additional
Services]. Prior to the Consultant's performance of Additional Services, the City and the
Consultant must agree in writing upon a fee for the Additional Services, including
reasonably related expenses, in accordance with the Compensation and Fee Schedule.
3.3 Manner of Payment. Consultant shall submit detailed invoices for services
performed for the City on a quarterly basis. Annual Administration and Disclosure
services shall be billed at 25% of the annual fee amounts reflected in Table 1 a and Table
lb above. Compensation for Additional Services (if any) shall be billed at the hourly
rates specified in Table 2 above.
All invoices should include the fees and description of services performed on behalf of
the City, names and rates of pay for the personnel working on an hourly rate (if
applicable) and details of reasonable and
necessary out-of-pocket expenses. Consultant shall provide receipts for all expense items.
In no event shall the Consultant bill the City for the ethics online training if required by
the Ethics Commission.
Consultant will not be reimbursed for any expenses pertaining to reviewing and/or
executing this Agreement, nor any related activities such as the filing of required
Statement Economic Interest ("SEI") forms, etc.
Consultant will be reimbursed for travel expense up to the amount specified in Section
3.1 above, but will not be reimbursed for billing rates during the travel period.
The City hereby agrees to pay all proper invoices for project related consultant services
within forty-five (45) days of receipt of the invoice. Invoices will be paid through funds
available in the Administration Expense accounts established with each District Trustee.
For the duration of this Agreement, the Consultant shall not be entitled to fees, including
fees for expenses, that exceed the amounts specified in 3.1. The Consultant shall submit
invoices in accordance 3.1 which shall include a description of completed Professional
Services. The City will pay undisputed portions of the invoice within thirty (30) calendar
days of receipt.
ARTICLE IV
CONSULTANT'S OBLIGATIONS
4.1 Industry Standards. The Consultant agrees that the Professional
Services rendered under this Agreement shall be performed in accordance with the
standards customarily adhered to by an experienced and competent professional
consultant firm using the degree of care and skill ordinarily exercised by reputable
professionals practicing in the same field of service in the State of California. Where
approval by the City Council, Mayor, or other representatives of the City is required, it is
understood to be general approval only and does not relieve the'Consultant of
Page 5 of 24
responsibility for complying with all applicable laws, codes, and good consulting
practices.
4.2 Maintenance of Records. The Consultant shall maintain books, records,
logs, documents and other evidence sufficient to record all actions taken with respect to
the rendering of the Professional Services for the Project, throughout the performance of
the Professional Services and for a period of ten years following completion of the
Professional Services for the Project. The Consultant further agrees to allow the City to
inspect, copy, and audit such books, records, documents and other evidence at all
reasonable times.
4.3 Insurance. The Consultant shall not begin any work under this
Professional Services Agreement until it has: (a) obtained, and upon the City's request
provided to the City, insurance certificates reflecting evidence of all insurance required in
below; however, the City reserves the right to request, and the Consultant shall submit,
copies of any policy upon reasonable request by the City; (b) obtained City approval of
each insurance company or companies; and (c) confirmed that all policies contain the
specific provisions required below. Consultant's liabilities, including but not limited to
Consultant's indemnity obligations, under this Agreement, shall not be deemed limited in
any way to the insurance coverage required herein. Maintenance of specified insurance
coverage is a material element of this Agreement and Consultant's failure to maintain or
renew coverage or to provide evidence of renewal during the term of this Agreement may
be treated as a material breach of contract by the City. The Consultant shall not modify
any policy or endorsement thereto which increases the City's exposure to loss for the
duration of this Agreement.
4.3.1 Types of Insurance. At all times during the term of this Agreement, the
Consultant shall maintain insurance coverage as follows:
Commercial General Liability. Commercial General Liability (CGL) Insurance written
on an ISO Occurrence form CG 00 0107 98 or an equivalent form providing coverage at
least as broad which shall cover liability arising from any and all personal injury or
property damage in the amount of $1 million per occurrence and subject to an annual
aggregate of $2 million. There shall be no endorsement or modification of the CGL
limiting the scope of coverage for either insured vs. insured claims or contractual
liability. All defense costs shall be outside the limits of the policy.
Commercial Automobile Liability. For all of the Consultant's automobiles including
owned, hired and non -owned automobiles, the Consultant shall keep in full force and
effect, automobile insurance written on an ISO form CA 00 01 12 90 or a later version of
this form or an equivalent form providing coverage at least as broad for bodily injury and
property damage for a combined single limit of $1 million per occurrence. Insurance
certificate shall reflect coverage for any automobile (any auto).
Workers' Compensation. For all of the Consultant's employees who are subject to this
Agreement and to the extent required by the applicable state or federal law, the
Consultant shall keep in full force and effect, a Workers' Compensation policy. That
policy shall provide a minimum of $1 million of employers' liability coverage, and the
Consultant shall provide an endorsement that the insurer waives the right of subrogation
Page 6 of 24
against the City and its respective elected officials, officers, employees, agents and
representatives.
4.3.2 Deductibles. All deductibles on any policy- shall be the responsibility of
the Consultant and shall be disclosed to the City at the time the evidence of insurance is
provided.
4.3.3 Acceptability of Insurers. Except for the State Compensation Insurance
Fund, all insurance required by this Contract or in the Special General Conditions shall
only be carried by insurance companies with a rating of at least "A-, VI" by A.M. Best
Company, that are authorized by the California Insurance Commissioner to do business
in the State of California, and that have been approved by the City.
The City will accept insurance provided by non -admitted, "surplus lines" carriers only if
the carrier is authorized to do business in the State of California and is included on the
List of Eligible Surplus Lines Insurers (LESLI list). All policies of insurance carried by
non -admitted carriers are subject to all of the requirements for policies of insurance
provided by admitted carriers described herein.
4.3.4 Required Endorsements. The following endorsements to the policies of
insurance are required to be provided to the City before any work is initiated under this
Agreement.
Commercial General Liability Insurance Endorsements
ADDITIONAL INSURED. To the fullest extent allowed by law including but not limited
to California Insurance Code Section 11580.04, the policy or policies must be endorsed
to include as an Insured the City of San Diego and its respective elected officials,
officers, employees, agents and representatives with respect to liability arising out of (a)
ongoing operations performed by you or on your behalf, (b) your products, (c) your work,
including but not limited to your completed operations performed by you or on your
behalf, or (d) premises owned, leased, controlled or used by you.
PRIMARY AND NON-CONTRIBUTORY COVERAGE. The policy or policies must be
endorsed to provide that the insurance afforded by the Commercial General Liability
policy or policies is primary to any insurance or self-insurance of the City of San Diego
and its elected officials, officers, employees, agents and representatives as respects
operations of the Named Insured. Any insurance maintained by the City of San Diego
and its elected officials, officers, employees, agents and representatives shall be in excess
of Consultant's insurance and shall not contribute to it.
SEVERABiLITY OF INTEREST. The policy or policies must be endorsed to provide
that the Consultant's insurance shall apply separately to each insured against whom claim
is made or suit is bought, except with respect to the limits of the insurer's liability and
shall provide cross -liability coverage.
Automobile Liability Insurance Endorsements
ADDITIONAL INSURED. To the fullest extent allowed by law including but not limited
to California Insurance Code Section 11580.04, the policy or policies must be endorsed
to include as an Insured the City of San Diego and its respective elected officials,
Page 7 of 24
officers, employees, agents and representatives with respect to liability arising out of
automobile owned, leased, hired or borrowed by or on behalf of the Consultant.
SEVERABILTTY OF INTEREST. The policy or policies must be endorsed to provide
that Consultant's insurance shall apply separately to each insured against whom claim is
made or suit is brought, except with respect to the limits of the insurer's liability and shall
provide cross -liability coverage.
Worker's Compensation and Employer's Liability Insurance Endorsements
WAIVER OF SUBROGATION. The Worker's Compensation policy or policies must be
endorsed to provide that the insurer will waive all rights of subrogation against the City
and its respective elected officials, officers, employees, agents and representatives for
losses paid under the terms of this policy or these policies which arise from work
performed by the Named Insured for the City.
4.3.5 Reservation of Rights. The City reserves the right, from time to time, to
review the Consultant's insurance coverage, limits, deductible and self -insured retentions
to determine if they are acceptable to the City. The City will reimburse the Consultant for
the cost of the additional premium for any coverage requested by the City in excess of
that required by this Agreement without overhead, profit, or any other markup.
4.3.6 Additional Insurance. The Consultant may obtain additional insurance
not required by this Agreement.
4.3.7 Excess Insurance. All policies providing excess coverage to the City shall
follow the form of the primary policy or policies including but not limited to all
endorsements.
4.4 Drug -Free Workplace. The Consultant agrees to comply with the City's
Drug -Free Workplace requirements set forth in Council Policy 100-17, adopted by San
Diego Resolution R-277952 and incorporated into this Agreement by this reference
(Attachment "A").
4.5 ADA Certification. The Consultant hereby certifies that it agrees to
comply with the City's Americans With Disabilities Act Compliance/City Contracts
requirements set forth in Council Policy 100-04, adopted by San Diego Resolution R-
282153 and incorporated into this Agreement by this reference.
4.6 Non -Discrimination Requirements.
4.6.1 Compliance with the City's Equal Opportunity Contracting
Program. The Consultant shall comply with the City's Equal Opportunity Contracting
Program Consultant Requirements. The Consultant shall not discriminate against any
employee or applicant for employment on any basis prohibited by law. The Consultant
shall provide equal opportunity in all employment practices. The Consultant shall ensure
that its Sub -consultants comply with the City's Equal Opportunity Contracting Program',
Consultant Requirements. Nothing in this Section shall be interpreted to hold the
Consultant liable for any discriminatory practice of its Sub -consultants. The Consultant's
hiring or retaining of any Sub -consultant to perform services is subject to prior written
approval by the City. Should the Consultant retain Sub -consultants with the City's
Page 8 of 24
written approval, the Consultant shall comply with all Equal Opportunity Contracting
(EOC) requirements. For applicable rules and forms see
hti,p://www.sandie,,,T,o.gov/eoc/index.shtml. .
4.6.2 Non -Discrimination Ordinance. The Consultant shall not
discriminate on the basis of race, gender, religion, national origin, ethnicity, sexual
orientation, age, or disability in the solicitation, selection, hiring or treatment of Sub -
consultants, vendors or suppliers. The Consultant shall provide equal opportunity for
Sub -consultants to participate in sub -consulting opportunities. The Consultant
understands and agrees that violation of this clause shall be considered a material breach
of the contract and may result in contract termination, debarment, and other sanctions.
This language shall be in contracts between the Consultant and any Sub -consultants,
vendors and suppliers.
4.6.3 Compliance Investigations. Upon the City's request, the
Consultant agrees to provide to the City, within sixty calendar days, a truthful and
complete list of the names of all Sub -consultants, vendors, and suppliers that the
Consultant has used in the past five years on any of its contracts that were undertaken
within San Diego County, including the total dollar amount paid by the Consultant for
each subcontract or supply contract. The Consultant further agrees to fully cooperate in
any investigation conducted by the City pursuant to the City's Nondiscrimination in
Contracting Ordinance [San Diego Municipal Code sections 22.3501-22.3517.1 The
Consultant understands and agrees that violation of this clause shall be considered a
material breach of the contract and may result in remedies being ordered against the
Consultant up to and including contract termination, debarment, and other sanctions for
violation of the provisions of the Nondiscrimination in Contracting Ordinance. The
Consultant further understands and agrees that the procedures, remedies and sanctions
provided for in the Nondiscrimination Ordinance apply only to violations of said
Nondiscrimination Ordinance.
4.7 Conflict of Interest. The Consultant is subject to all federal, state
and local conflict of interest laws, regulations, and policies applicable to public contracts
and procurement practices, including but not limited to California Government Code
sections 1090, et. seq. and 81000, et. seq., and the City of San Diego Ethics Ordinance,
codified in the San Diego Municipal Code at sections 27.3501 to 27.3595.
4.8 Vendor Registration Form. All prospective consultants and sub -
consultants, as well as existing consultants and sub -consultants, are required to complete
and submit the online ContractorNendor Registration form. Registration will be a
prerequisite for the following: submission of future consultant agreements or sub -
consultant agreements for City projects; acceptance of all future consultant bills and
invoices submitted to the City; and award of all future contracts issued by the City. The
Consultant can register at ht!p://www.sandiego.goy/purchasing/vendor/index.shtml.
ContractorNendor Registration shall remain valid for two years from the date the
registration form is originally submitted, and must be renewed at that time.
Page 9 of 24
4.9 Business Tax Certificate. Any company doing business with the
City of San Diego is required to comply with Section 31.0301 of the San Diego
Municipal Code regarding Business Tax. For more information please visit the City of
San Diego website at www.sandiego.gov/treasurer/ or call (619) 615-1500.
The City requires, that each Contractor to provide a copy of their Business Tax
Certificate, or a copy of their application receipt. Failure to provide the required
documents with this agreement may result in a Consultant being declared non -responsive
and rejected.
4.10 Equal Benefits. Effective January 1, 2011, any contract awarded
from this solicitation is subject to the City of San Diego's Equal Benefits Ordinance
[EBO], Chapter 2, Article 2, Division 43 of the San Diego Municipal Code [SDMC].
In accordance with the EBO, contractors must certify they will provide and maintain
equal benefits as defined in SDMC §22.4302 for the duration of the contract [SDMC
§22.4304(f)]. Failure to maintain equal benefits is a material breach of the contract
[SDMC §22.4304(e)]. Contractors must notify employees of their equal benefits policy at
the time of hire and during open enrollment periods and must post a copy of the
following statement in an area frequented by employees:
During the performance of a contract with the City of San Diego, this employer
will provide equal benefits to its employees with spouses and its employees with
domestic partners.
Contractors also must give the City access to documents and records sufficient
for the City to verify the contractors are providing equal benefits and otherwise
complying with EBO requirements.
Full text of the EBO and the Rules Implementing the Equal Benefits
Ordinance are posted on the City's website at www.sandiego.gov/purchasing/ or can be
requested from the Equal Benefits Program at (619) 533-3948.
4.11 Subndttals. Failure to provide the required submittals listed
below with the agreement shall delay completion of the agreement, and therefore,
commencement of scope of work and payments to Consultant.
® Complete Insurance Certificates with all Endorsements per Section 4.3;
® Signed Drug Free Workplace Form per 4.4 (Form Attached);
® Business Tax Certificate per Section 4.9;
® Taxpayer Identification Number (W-9) as specified in City of San Diego General
Provisions, Section C, paragraph 15, if not currently on file.
(httD://www.irs.gov/formspubsAists);
® Vendor Registration Form (attached);
® Workforce Form (attached).
• Equal Benefits Compliance Form (Form Attached)
Page 10 of 24
ARTICLE V
INDEMNMCATI®N
51 Indemniffication and Hold Harmless Agreement. With respect to any
liability, including but not limited to claims asserted or costs, losses, attorney fees, or
payments for injury to any person or property caused or claimed to be caused by the acts
or omissions of the Consultant, or Consultant's employees, agents, and officers, arising
out of any services performed under this Agreement, the Consultant agrees to defend,
indemnify, protect, and hold harmless the City, its agents, officers, and employees from
and against all liability. Also covered is liability arising from, connected with, caused by,
or claimed to be caused by the active or passive negligent acts or omissions of the City,
its agents, officers, or employees which may be in combination with the active or passive
negligent acts or omissions of the Consultant, its employees, agents or officers, or any
third party. The Consultant's duty to defend, indemnify, protect and hold harmless shall
not include any claims or liabilities arising from the sole negligence or sole willful
misconduct of the City, its agents, officers or employees.
5.2 Insurance. The provisions of this Article are not limited by the
requirements of Section 4.3 related to insurance.
5.3 Enforcement Costs. The Consultant agrees to pay any and all costs the
City incurs enforcing the indemnity and defense provisions set forth in this Article.
MISCELLANEOUS
6.1 Headings. All article headings are for convenience only and shall not
affect the interpretation of this Agreement.
6.2 Independent Consultants. The Consultant and any Sub -consultants
employed by the Consultant shall be independent consultants and not agents of the City.
Any provisions of this Agreement that may appear to give the City any right to direct the
Consultant concerning the details of performing the Professional Services, or to exercise
any control over such performance, shall mean only that the Consultant shall follow the
direction of the City concerning the end results of the performance.
6.3 Jurisdiction and Venue. The venue for any suit or proceeding
concerning this Agreement, the interpretation or application of any of its terms, or any
related disputes shall be in the County of San Diego, State of California.
6.4 Conflicts Between Terms. If an apparent conflict or inconsistency exists
between the main body of this Agreement and the Exhibits, the main body of this
Agreement shall control. If a conflict exists between an applicable federal, state, or local
law, rule, regulation, order, or code and this Agreement, the law, rule, regulation, order,
Page 11 of 24
or code shall control. Varying degrees of stringency among the main body of this
Agreement, the Exhibits, and laws, rules, regulations, orders, or codes are not deemed
conflicts, and the most stringent requirement shall control. Each Party shall notify the
other immediately upon the identification of any apparent conflict or inconsistency
concerning this Agreement.
6.5 Notices. In all cases where written notice is required under this
Agreement, service shall be deemed sufficient if the notice is deposited in the United
States mail, postage paid. Proper notice shall be effective on the date it is mailed, unless
provided otherwise in this Agreement. For the purpose of this Agreement, unless
otherwise agreed in writing, notice to the City shall be addressed to: Chuck Wilcox, Debt
Coordinator, City of San Diego, 202 "C" Street MS 7B, San Diego, CA 92101.
and notice to the Consultant shall be addressed to:
Mark Risco, President and CEO, Willdan Financial Services, 27368 Via Industria,
Suite 110, Temecula, CA, 92590.
6.6 Product Endorsement. The Consultant shall conform to the City's
Administration Regulation 95.65 concerning product endorsement which requires that
any advertisement referring to the City as a user of a product or service will require the
prior written approval of the City Manager.
6.7 Ownership of Documents. The City reserves full rights of ownership of
all finished or unfinished documents, data, studies, surveys, reports and other material
prepared by Consultant under this Agreement.
6.8 Integration/Amendments. This Agreement represents the entire
understanding of the City and the Consultant as to those matters contained herein. No
prior oral or written understanding shall be of any force or effect with respect to those
matters covered hereunder. This Agreement may not be modified or altered except in
writing signed by both parties.
6.9 Exhibits Incorporated. All Exhibits referenced in this Agreement are
incorporated into the Agreement by this reference.
IN WITNESS WHEREOF, this Agreement is executed by the City of San Diego, acting
by and through its Mayor or designee, pursuant to pursuant to San Diego City Charter
Section 265 authorizing such execution, and by the Consultant, Public Resource
Advisory Group.
Page 12 of 24
I HEREBY CERTIFY that I can legally bind Willdan Financial Services and that I have
read all of this Agreement this 22"d day of November, 2013.
WILLDAN FIN ERVICES.--�
By:
Title: Mark J. Risco, President & CEO
CITY OF SAN DIEGO
By:
Dc*n-1sbakunga
Director
Purchasing & Contracting
Date: November 22, 2013 Date:
I HEREAY APPROVE the form and legality of the foregoing Agreement this
day of 2013.
JAN I. GOLDSMITH, City Attorney
By:
ep-uity—Mity Attorney
Page 13 of 24
EXHIBIT "A" SCOPE OF WORK
ATTACHMENT "A" DRUG FREE WORKPLACE FORM
ATTACHMENT "B" VENDOR REGISTRATION FORM
ATTACHMENT "C" EOC WORKFORCE FORMS
ATTACHMENT "D" EQUAL BENEFITS FORM
Page 14 of 24
EXHIBIT A
The Consultant will provide services to assist the City in the annual administration of the
Community Facilities Districts and Assessment Districts listed below:
CFD No. 1 — Miramar Ranch North
CFD No. 2 — Santaluz — Improvement Area No. 1
CFD No. 2 — Santaluz — Improvement Area No. 3
CFD No. 2 — Santaluz — Improvement Area No. 4
CFD No. 3 — Liberty Station
CFD No. 4 — Black Mountain Ranch Villages
Assessment District 4096 (Piper Ranch Business Park)
Reassessment District 1999-1
Reassessment District 2003-1
Services to be provided are as listed below:
A. Community Facilities District Administration and Disclosure:
1. Parcel Database
a. Consultant will create an electronic parcel database to include all
parcels. Variables will include Assessor's Parcel Number,
corresponding tract and lot number, acreage, assessed values,
building square footage, building permit issuance date and any
other data relevant to the administration of each district. The
database should enable the consultant to:
1) Apply the Rate and Method of Apportionment to determine
the appropriate special tax classification for each parcel.
2) Identify all property owned by public agencies or entities
otherwise exempt from the special tax and classify as
exempt property.
3) Identify all taxable properties and classify each as
"Developed Property" or "Undeveloped Property." Assign
each "Developed Property" to the appropriate special tax
class.
4) Provide parcel and database information as requested.
5) Maintain and periodically update the database.
b, Subdivision Research — As required, Consultant will identify and
obtain copies of all final tract or parcel maps, and determine
acreage for each parcel.
Page 15 of 24
C. Development Research — Research building permit issuance for
each fiscal year. Identify building permit issuance date, tract, and
lot for each new building. Review current Assessor's Parcel maps
to determine which parcel numbers will be valid for each fiscal
year.
d. Records Retention — Consultant shall maintain the above
documents, records, books, and other materials relevant to the
performance of the Professional Services for the Project
throughout the performance of the services and for a period of ten
years following completion of the Professional Services for the
Project.
2. Annual Special Tax Levy
information
a. Assist City with preparation of the annual special tax enrollment,
including confirmation of interest and principal payments and
determination of any other charges or credits to the tax levy.
b. Submit the Special Tax Levy to the City by early July of each year
in time for the process to obtain City Council approval of the levy
(see 3.c. below) and submit the approved levy before August 10 of
each year, or such other date specified by the City, to the County
of San Diego for inclusion on the property tax bills for that fiscal
year.
C. Special Taxes rejected by the County will be researched and
resubmitted by the Consultant for collection on the County Tax
Roll. Any parcels that are not submitted to the County for
collection will be invoiced directly to the parcel owner, with
payment submitted to the City.
d. Provide an annual Special Tax Levy Report for submission to the
City Council in early July in conjunction with approval of the
resolution authorizing the levy and
collection of special taxes. Such report to include:
1) . A parcel listing with levy amounts and other parcel
2) Details of the Special Tax Requirement, including the
maximum Special Tax rate
3) Financial analysis and an explanation of the methodology
employed to apportion the special taxes
4) Current delinquency information
5) Administrative expenses to be recovered
Page 16 of 24
6) Status of authorized projects, and
7) Current issues affecting the districts.
In addition, Consultant will attend such City Council meetings as
requested by City.
e. Consultant will compile and provide a complete list of the actual
special tax
levies for each assessor's parcel in each CFD to the County Tax
Collector prior to the last working day in July.
3. Delinquency Monitoring
Consultant will provide as needed assistance to City in carrying out City's
delinquency monitoring functions.
4. Prepayment Calculations
a. Upon request, provide estimated and final calculations of the
amount needed to prepay the special tax pursuant to the
prepayment formula as set forth in the applicable Rate and Method
of Apportionment. The prepayment information provided will
identify the amount due, the deadline for payment, and direction
regarding where payment is to be remitted.
b. Analyze early bond calls resulting from the prepayment of special
taxes and prepare revised debt service schedules.
C. Coordinate any necessary tax bill adjustments with City staff and
the County Auditor and Controller's Office.
Note: Special Tax prepayment calculation services will be
performed upon request by property owners, and fees will
be charged separately and collected by Consultant directly
from property owners.
5. Continuing Disclosure
In accordance with specific continuing disclosure obligations relating to
the City's outstanding Special Districts debt financings, Consultant will
provide assistance with preparing annual reporting information.
Specifically, the Consultant will:
a. Assist with preparation of Annual Reports
Page 17 of 24
1) Collect third -party data and other information required to
be included in the Annual Report(s) directly from trustees,
fiscal agents, State and County agencies and others, as
applicable, to prepare updates of tabular and other
information originally presented in the bond offering
documents.
2) Participate in meetings related to the City's Disclosure
Practices Working Group ("DPWG"), as requested by the
City.
b. Assist with preparation of the annual report (for example, provide
district assessed valuation and other data) to be submitted no later
than October 30 to CDIAC for each outstanding issuance as
required by Section 53359.5(b) of the California Government
Code, as amended.
6. Other Consultant Services
arise.
a. Provide customer service:
1) The Consultant will be the initial contact for all questions
from property owners and developers, including:
a) Responding to individuals and other interested
parties regarding the district, amount and
calculation of special taxes, and ongoing collection
of the special tax.
b). Preparing special tax prepayment calculations and
informing interested parties of prepayment process.
c) Responding to and administering any landowner or
resident appeals of the special tax, in accordance
with the applicable Rate & Method of
Apportionment of Special Tax.
b. At the City's request, Consultant would be available to attend City
Council meetings in which any of the City's CFDs are to be
discussed.
C. Advise the City on CFD administration and other issues as they
Page 18 of 24
d. Review applicable City policies and procedures
e. Perform all required bond call spreads and coordinate the early
redemption of outstanding bonds.
f. Provide accessible database to City and/or property owners.
T. Administration of Future Districts
Consultant may be requested to provide formation services for future
districts, and compensation would be determined separately from this
contract. City may also elect to perform a separate RFP process for
formation services, and if Consultant was not selected for formation
services, Consultant would be expected to review and familiarize itself
with the newly formed district in order to take over administration
services.
8. District Refundipps
In the event a District is determined to be refunded, Consultant will be
expected to serve in the role of Special Tax Consultant for the refunding
bond issuance. Compensation for such additional services shall be
determined separately and will be capped at a not to exceed amount
determined upon mutual agreement between Consultant and City. While it
is intended that the Consultant will serve as the Special Tax Consultant for
any refunding issuance, the City reserves the right to perform a separate
RFP process for these Special Tax Consultant refunding services.
B. Additional Services
1. Additional services and fees over and above those contemplated above
shall be based upon mutual agreement between the City and the
Consultant, and such services shall be performed at the direction of the
Debt Management Department.
C. Assessment District Administration and Disclosure:
Parcel Database
a. Consultant will create an electronic parcel database to include all
parcels. Variables will include Assessor's Parcel Number,
corresponding tract and lot number, acreage, assessed values, and
Page 19 of 24
any other data relevant to the administration of the district.
Consultant will perform the following:
1) Provide parcel and database information as requested.
2) Maintain and periodically update the database.
b. Subdivision Research — As required, Consultant will identify and
obtain copies of all final tract or parcel maps, and determine
acreage for each parcel.
Development Research — Review current Assessor's Parcel maps
to determine which parcel numbers will be valid for each fiscal
year.
d. Records Retention — Consultant shall maintain the above
documents, records, books, and other materials relevant to the
performance of the Professional Services for the Project
throughout the performance of the services and for a period of ten
years following completion of the Professional Services for the
Project.
2. Financial Analysis — Reassessment District 1999-1 (Marks -Roos)
Prepare and update annually a summary spreadsheet which analyzes the
Acquired Obligations future debt service / bond maturity schedule and
district fund balances to calculate individual and aggregate Acquired
Obligation residual and other credits to be applied to each assessment levy
in accordance with bond indenture provisions. Such analysis to take into
account established City procedures that consider both bondholder and
special assessment payer considerations.
3. Annual Assessment Levy
a. Consultant will calculate the Annual Assessment Levy for each
parcel in each of the assessment districts and submit the amount
for each parcel to the County.
b. Any parcels rejected by the County will be researched and
resubmitted for collection on the County Tax Roll. Any parcels
that are not submitted to the County for collection will be invoiced
directly to the parcel owner, with payment submitted to the City.
C. Provide an annual Special Assessment Levy Report, to include:
Page 20 of 24
1) A parcel listing with levy amounts and other parcel
information
2) Financial analysis and an explanation of the methodology
employed to apportion the special assessments
3) Current delinquency information
4) Administrative expenses to be recovered
5) Current issues affecting the districts.
d. Consultant will update spreadsheets showing assessment number,
assessor parcel number (APN), outstanding principal, assessment
installment, County and City fees, interest and new outstanding
principal for all parcels within Districts, totals for all columns, and
a summary sheet showing interest rates and estimated total amount
for all remaining years. For each Assessment District where there
has been a reapportionment, sheets shall be provided that show
how each original parcel was apportioned, including the original
and new parcel numbers and acreage, and the original principal for
each. The City shall be provided with computer digital files
compatible with Microsoft Excel Software.
e. The Consultant shall make any corrections to the information
submitted to the County prior to the deadline of August 10.
4. Delinquency Monitoring
Consultant will provide as needed assistance to City in carrying out City's
delinquency monitoring functions.
5. Prepayment Calculations
a. Upon request, provide_ estimated and/or final calculations of the
amount needed to prepay any special assessment pursuant to the
applicable provisions of the Streets & Highways Code. The
prepayment information provided will identify the amount due, the
deadline for payment, and direction regarding where payment is to
be remitted.
b. Analyze early bond calls resulting from the prepayment of special
assessments and prepare revised debt service schedules.
C. Coordinate any necessary tax bill amendments with City staff and
the County Auditor and Controller's Office.
Note: Special Assessment prepayment calculation services will be
performed upon request by property owners, and fees will
Page 21 of 24
be charged separately and collected by Consultant directly
from property owners.
6. Cash Flow Certificates — Reassessment District 1999-1 (Marks -Roos)
a. Act as an Independent Financial Advisor (as defined in the Bond
Indenture) to perform certain cash flow analyses requisite to
preparation of Cash Flow Certificates, which:
1) Directs the application of redemption funds among
maturities of the Senior Bonds and Subordinate Bonds as
necessary, after giving effect to such redemptions, to
maintain as close as practicable the level of revenue
coverage as existed for the Senior Bonds and the
Subordinate Bonds as of their date of issue.
2) Certifies that after such redemptions the anticipated or
scheduled revenues to be received from the Acquired
Obligations will be sufficient in time and amount to make
all remaining scheduled principal installments with respect
to, and interest on, the outstanding Senior Bonds and
Subordinate Bonds.
3) In the case of an Extraordinary Redemption, indicates the
amount which must be withdrawn from the Subordinate
Reserve Fund as a Subordinate Reserve Fund Prepayment
Credit, which amount shall be applied to the redemption of
Subordinate Bonds.
?. Apportionment Services
a. Upon request, provide apportionment services in accordance with
Part 10.5 of the California Streets and Highways Code, including
preparation and filing of an amended Assessment Diagram and
Assessment Roll. Services may include, but not necessarily be
limited to the following:
1) Provide apportionment application forms and instructions
to the City's Engineering representative for inclusion as a
condition of approval for subdivision within an assessment
district.
2) Apportion the special assessment according to the method
of spread as described in the Engineer's Report.
3) Provide a summary of the circumstances under which the
apportionment is required and a summary of the
apportionment methodology.
Page 22 of 24
Note: Assessment apportionment services will be performed upon
request by property owners / applicants, and fees will be
charged separately and collected by Consultant directly
from property owners / applicants.
8. Continuing Disclosure
In accordance with specific continuing disclosure obligations relating to
the City's outstanding Special Districts debt financings, Consultant will
provide assistance with preparing annual reporting information.
Specifically, the Consultant will:
a. Assist with preparation of Annual Reports
1) Collect third -party data and other information required to
be included in the Annual Report(s) directly from trustees,
fiscal agents, State and County agencies and others, as
applicable, to prepare updates of tabular and other
information originally presented in the bond offering
documents.
2) Participate in meetings related to the City's Disclosure
Practices Working Group ("DPWG"), as requested by the
City.
9. Other Consultant Services
a. Provide customer service:
1) The Consultant will be the initial contact for all questions
from property owners and developers, including:
a) Responding to individuals and other interested
parties regarding the formation and ongoing
collection of assessments/special taxes for the
districts; amount and calculation of assessments and
ongoing collection of the assessments.
b) Preparing special assessment prepayment
calculations and informing interested parties of
prepayment process.
Page 23 of 24
b. At the City's request, Consultant would be available to attend City
Council meetings in which any of the City's Assessment Districts
are likely to be discussed.
C. Advise the City on Assessment District administration and other
issues as they arise.
d. Review applicable City policies and procedures
e. Perform all required bond call spreads and coordinate the early
redemption of outstanding bonds.
f. Assist with all district close-out activities in connection with the
final maturity and final levy for each of the Acquired Obligations
associated with Reassessment District 1999-1 (Marks -Roos), and
for Reassessment District 2003-1.
g. Provide accessible database to City and/or property owners.
10. Administration of Future Districts
Consultant may be requested to provide formation services for future
districts, and compensation would be determined separately from this
contract. City may also elect to perform a separate RFP process for
formation services, and if Consultant was not selected for formation
services, Consultant would be expected to review and familiarize itself
with newly formed district in order to take over administration services.
11. District Refundings
In the event a District is determined to be refunded, Consultant will be
expected to serve in the role of Assessment Engineer for the refunding
bond issuance. Compensation for such additional services shall be
determined separately and will be capped at a not to exceed amount
determined upon mutual agreement between Consultant and City. While it
is intended that the Consultant will serve as the Assessment Engineer for
any refunding issuance, the City reserves the right to perform a separate
RFP process for these Assessment Engineer refunding services.
D. Additional Services
1. Additional services and fees over and above those contemplated above
shall be based upon mutual agreement between the City and the
Consultant, and such services shall be performed at the direction of the
Debt Management Department.
Page 24 of 24
Attachment A
AMU#
PROJECT TITLE: Special District Administration Services
I hereby certify that I am familiar with the requirements of San Diego City Council Policy
No. 100-17 regarding Drug -Free Workplace as outlined in the request for Proposals, and that,
Willdan Financial Services
(Name under which business is conducted)
has in place a Drug -Free Workplace Program that complies with said policy, I further certify that
each subcontract agreement for this project contains language which indicates the Subcontractor's
agreement to abide by the provisions of subdivisions a) through c.) of the policy as outlined.
SIGNED:
PRINTED NAME: Mark Risco
TITLE: President & CEO
COMPANY NAME: Willdan Financial Services
ADDRESS: 27368 Via Industria #110, Temecula, CA 92590
TELEPHONE: (951)587-3500 _FAX: (951)587-3510
DATE: November 11. 2013
Attachment B
City of San Diego
Purchasing & Contracting Department
ContractorNendor Registration For
All prospective bidders, as well as existing contractors and vendors, are required to complete this form
Vendor ID:
[ID Number will be provided by City]
121"I fiT
Firm Name:
(as reported on W9)
Willdan Financial Services
Firm Address:
27368 Via Industria, Suite 110
City:
Temecula
State: CA Zip: 92590
Phone:
(951) 587-3500
Fax: 1 (951) 587-3510
Taxpayer ID:
33-0302345
Business License: B20070050401
Website:
www.wilidan.com
Contact Info:
Contact Name:
Rebekah Smith
Title:
Supervisor of Administrative Services
Email:
rsmith willdan.com
Phone:
(951) 587-3500
Cell (951) 532-1457
❑ Alternate Address (if different from above) to Receive Remittance: SAME as Above
Mailing Address:
City: State: Zip:
C Alternate Address (if different from above) to Receive Bid/Contract Opportunities: SAME as Above
Mailing Address:
City: State: Zip:
Contractor Licenses (if applicable) N/A
License Number:
License Number:
License Number:
License Type: F
License Type: �^
License Type:
Formerly Munisfinanc:al
Search Terms
cearch term '12 WILLDAN MUNISFINANML
olteel Address
HcUsa nodstreet 273548 Via fndustrla Ste 1 1C
CRyJStaaetZ P Co de Temecula CA 92590-461-5
County{ 1-IS USA California
-_0 Sox Address
PO Box
.�oslal Code
CC.MMUMCaton
Met commun cat on
Telephone Extension
Mobile Phone
Fax —=xtension
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SlandardCorn. Mid
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Prints'Xinclow Cunlentc 11)500 sapoela2 INS
UUMITOTTITIN
City of San Diego
41 ��. I
EQUAL OPPORTUNITY CONTRACTING (EOC)
1010 Second Avenue - Suite500 San Diego, CA 92 101
Phone: (619)533-4464 - Fax: (619) 533-4474
k;
WORK FORCE REPORT
ADMINISTRATIVE
The objective of the Equal Employment Opportunity Outreach Program, San Diego Municipal Code Sections 22.3501 through 22.3517,
is to ensure that contractors doing business with the City, or receiving funds from the City, do not engage in unlawful discriminatory
employment practices prohibited by State and Federal law, Such employment practices include, but are not limited to unlawful
discrimination in the following: employment, promotion or upgrading, demotion or transfer, recruitment or recruitment advertising,
layoff or termination, rate of pay or other forms of compensation, and selection for training, including apprenticeship. Contractors are
required to provide a completed Work Force Report (WFR).
CONTRACTOR IDENTIFICATION
Type of Contractor: M Construction [I Vendor/Supplier n Financial Institution ❑ Lessee(Lessor
(3 Consultant El Grant Recipient ❑ Insurance Company ❑ Other
Name of Company: Wilician Financial Services
AKAIDBA: N/A
Address (Corporate Headquarters, where applicable): 27368Via lndustda#110
City Temecula County Riverside — State CA Zip 92590
Telephone Number (951 587-3500 FAX Number: t 95'� 587-3510
Name of Company CEO: Mark Risca
Address(es), phone and fax number(s) of company facilities located in San Diego County (if different from above): N/A
Address:
City —
County
State Zip
Telephone Number. FAX Number: (
Type of Business: —0v-sul tilq_ Type of License- N/A
The Company has appointed: Lori Marrujo
as its Equal Employment Opportunity Officer (EEOO). The EEOO has been given authority to establish, disseminate, and enforce equal
employment and affirmative action policies of this company. The EEOO may be contacted at:
Address: 2401 E. Katella Ave #300, Anaheim, CA 92806
Telephone Number: �'714�. 940-6300 715 940-4920
FAX Number: f�_
One San Diego County (or Most Local County) Work Force - Mandatory
El Branch Work Force *
El Managing Office Work Force
Check the box above that applies to this WFR.
*Submit a separate Work Force Report for all participating branches. Combine WFRs if more than one branch per county.
1, the undersigned representative of Willdan Financial Services
(Firm Name)
Riverside Califomia hereby certify that information provided
herein is true 5n (Slate)
,apd c c, Th!i;�'merit cuted on this 11 —day of Nonmtgr 200 2U
Mark Risco
(Atuhorked Signature) (Print Authorised Signature)
EOC Work Force Report (rev. 08104) 1 of 2 Consultant Services
Attachment C
WORKFORCE REPORT— NAME OF FIRM: Wilidan Financial Services DATE: 11/11/13
OFFICE(S) or BRANCH(ES): Riverside COUNTY: County
INSTRUCTIONS: For each occupational category, indicate number of males and females in every ethnic group. Total columns in row
provided. Sum of all totals should be equal to your total work force. Include all those employed by your company on either a full or part-
time basis. The following groups are to be included in ethnic categories listed in columns below:
(1) Black, African -American
(2) Hispanic, Latino, Mexican -American, Puerto Rican
(3) Asian, Pacific Islander
(4) American Indian, Eskimo
(5) Filipino
(6) White, Caucasian
(7) Other ethnicity; not failing into other groups
-IF-
tni
� �;
°csl
aniericall
cs>'
cbl
rn
'
OCCUPATIONAL CATEGORY
.
Blncky
;
fie'
As-
,
indiaa
F/hpino
W to
OtherEihwatles
ttin / _'M
Management & Financial
0 1
1
1
0
1
0
0
0 0
3 2
0
�
1
0 1
0
3
2
2
0
0
0 0
5 9
1
2
Professional
1
1
t
,
1
1
1
0 0
0
0
0
0
0
0
0 0
0 0
0
0
A&E, Science, Computer
1
1
Technical
0 0
0
0 0
0
0
0
0
0 0
0 0
0
0
Sales
0 0
0
o 0
0
0
0
0
0 0
0 0
0
0
0
Administrative Support
0 0
0
4
0;
0
0
0
011 0
0 1 3
0
1
Services
0; 0
0
1
0
1
0
0
V.
0
0 0
0 0
0
0
Crafts
0 0
0
0
0
0
0
0
0 0
0 0
0
0
Operative Workers
0 0
1
0
�0
0
0
0
0
0 0
0; 0
0
0
Trans ortation
0; 0
0
0
0
0
0
0
0 0
0 0
0
0
0; 0
0
1
0
0
0
0
0
0;
0 0
0
0
Laborers*
*Construction laborers and other field employees are not to be included on this page
Totals Each Column 0: 2 1 8 1 2 3 1 0; 0 J 0 0 1 8 14 1 1; 4
1 1 1 1 1 1
Grand Total All Employees 43
Non -Profit Oreanizations Onlv:
Board of Directors
°
Volunteer;
1
1
1
1
1
1
1
°
Artists
1
1
1
1
1
t
1
EOC Work force Report (rev. 08104) 2 of 2 Consultant Services
Attachment D
EQUAL BENEFITS ORDINANCE
CERTIFICATION OF COMPLIANCE
For additional information, contact:
CITY OF SAN DIEGO
EQUAL BENEFITS PROGRAM
202 C Street, MS 9A, San Diego, CA 92101
Phone (619) 533-3948 Fax (619) 533-3220
-_ - PA o•
!Corn ap Name: Willdan Financial Services Contact Name: Mark Risco.
Company Address: 27368 Via Industria #110 Contact Phone: 951 587-3500
Contact Email:
s
Contract Title: Special District Administration Services Start Date: 1/1/14 I
i
i
Contract Number if no number, state location : To Be Determined End Date:12/31/14
!The Equal Benefits Ordinance [EBO] requires the City to enter into contracts only with contractors who certify they will provide and
maintain equal benefits as defined in San Diego Municipal Code §22.4302 for the duration of the contract. To comply.
® Contractor shall offer equal benefits to employees with spouses and employees with domestic partners.
® Benefits include health, dental, vision insurance; pension/401(k) plans; bereavement, family, parental leave; discounts, child
care; travel/relocation expenses; employee assistance programs; credit union membership; or any other benefit.
■ Any benefit not offered to an employee with a spouse, is not required to be offered to an employee with a domestic partner.
E Contractor shall post notice of firm's equal benefits policy in the workplace and notify employees at time of hire and during open
enrollment periods.
E Contractor shall allow City access to records, when requested, to confirm compliance with EBO requirements.
11 Contractor shall submit EBO Certification of Compliance, signed under penalty of perjury, prior to award of contract.
I NOTE: This summary is provided for convenience. Full text of the EBO and its Rules are posted at www.sandiego.gov/administration.
Please indicate your firm's compliance status with the EBO. The City may request supporting documentation.
I affirm compliance with the EBO because my firm (contractor must select one reason):
❑ Provides equal benefits to spouses and domestic partners.
❑ Provides no benefits to spouses or domestic partners.
[ ❑ Has no employees.
❑ Has collective bargaining agreement(s) in place prior to January 1., 2011, that has not been renewed or expired.
1 request the City's approval to pay affected employees a cash equivalent in lieu of equal benefits and verify
my firm made a reasonable effort but is not able to provide equal benefits upon contract award: I agree to notify
employees of the availability of a cash equivalent for benefits available to spouses but not domestic partners
and to continue to make every reasonable effort to extend all available benefits to domestic partners.
It is unlawful for any contractor to knowingly submit any false information to the City regarding equal benefits or cash equivalent
associated with the execution, award, amendment, or administration of any contract. [San Diego Municipal Code §22.4307(a)]
Under penalty of perjury under laws of the State of California, I certify the above information is true and correct. I further certify that
my firm understands the requirements of the Equal Benefits Ordinance and ilovide and maintain equal benefits for the duration
1 of the contract or pay a cash equivalent if authorized by the City. "
Mark Risco ! President & CEO 11/11/13
Name/Ttie of Signatory Signature Date
Date: EBO
❑ Aanroved ❑ Not Approved - Reason:
rev 02/15/2011