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HomeMy WebLinkAboutC-7056-1 - PSA for Assessment District Administration and Arbitrage Rebate ServicesPROFESSIONAL SERVICES AGREEMENT WITH WILLDAN FINANCIAL SERVICES FOR ASSESSMENT DISTRICT ADMINISTRATION AND ARBITRAGE REBATE SERVICES THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into as of this 24th day of February, 2016 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and WILLDAN FINANCIAL SERVICES, a California corporation ("Consultant'), whose address is 27368 Via Industria, Suite 200, Temecula, CA 92590, and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City desires to engage Consultant to perform assessment district administration and arbitrage rebate services (`Project'). C. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the professional services described in this Agreement. D. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the Effective Date, and shall terminate on December 31, 2019, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Consultant shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). City may elect to delete certain Services within the Scope of Services at its sole discretion. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and Consultant shall perform the Services in accordance with the schedule Cc B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant sixty (60) calendar days advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation. C. Enforcement of Agreement Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. D. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any parry or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. E. Self-insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self- insurance will not be considered to comply with these requirements unless approved by City. F. City Remedies for Non -Compliance. If Consultant or any subconsultant fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend Consultant's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Consultant or reimbursed by Consultant upon demand. G. Timely Notice of Claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor's performance under this Contract, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. H. Consultant's Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own Willdan Financial Services Page C-3 judgment may be necessary for its proper protection and prosecution of the Work. Willdan Financial Services Page C-4 included in Exhibit A. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by Consultant to strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.2 Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice within two (2) calendar days of the occurrence causing the delay to the other party so that all delays can be addressed. 3.3 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Consultant's control. 3.4 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by hand -delivery or mail. 4. COMPENSATION TO CONSULTANT 4.1 City shall pay Consultant for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Seventy Two Thousand Dollars and 001100 ($72,000.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.2 Consultant shall submit monthly invoices to City describing the Work performed the preceding month. Consultant's bills shall include the name of the person who performed the Work, a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all Work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Consultant no later than thirty (30) calendar days after approval of the monthly invoice by City staff. 4.3 City shall reimburse Consultant only for those costs or expenses specifically identified in Exhibit B to this Agreement or specifically approved in writing in advance by City. 4.4 Consultant shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did Willdan Financial Services Page 2 not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates as set forth in Exhibit B. 5. PROJECT MANAGER 5.1 Consultant shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Consultant has designated Beatrice Medina to be its Project Manager. Consultant shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. 5.2 Consultant, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. Consultant warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 5.3 If Consultant is performing inspection services for City, the Project Manager and any other assigned staff shall be equipped with a cellular phone to communicate with City staff. The Project Manager's cellular phone number shall be provided to City. 6. ADMINISTRATION This Agreement will be administered by the Finance Department. City's Finance Director or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES To assist Consultant in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Consultant, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Consultant's Work schedule. 8. STANDARD OF CARE 8.1 All of the Services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with community professional standards and with the ordinary degree of skill and care that would be used by other reasonably competent practitioners of the same discipline under similar circumstances. All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, Consultant certifies that the Work Willdan Financial Services Page 3 conforms to the requirements of this Agreement, all applicable federal, state and local laws, and legally recognized professional standards. 8.2 Consultant represents and warrants to City that it has, shall obtain, and shall keep in full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 8.3 Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, acts of God, or the failure of City to furnish timely information or to approve or disapprove Consultant's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. HOLD HARMLESS 9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers and employees (collectively, the "Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, any Work performed or Services provided under this Agreement including, without limitation, defects in workmanship or materials or Consultant's presence or activities conducted on the Project (including the negligent, reckless, and/or willful acts, errors and/or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable, or any or all of them). 9.2 Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorneys' fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Consultant. 10. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the Work are under the control of Consultant, except to the extent they are Willdan Financial Services Page 4 limited by statute, rule or regulation and the expressed terms of this Agreement. No civil service status or other right of employment shall accrue to Consultant or its employees. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over the means of performing the Work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of the performance of the Work or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the Services. 11. COOPERATION Consultant agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Work to be performed. City agrees to cooperate with the Consultant on the Project. 12. CITY POLICY Consultant shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Consultant is responsible for keeping the Project Administrator informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by reference. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint -venture or syndicate or co -tenancy, which shall result in changing the control of Consultant. Control means fifty percent (50%) or more of the voting Willdan Financial Services Page 5 power or twenty-five percent (25%) or more of the assets of the corporation, partnership or joint -venture. 16. SUBCONTRACTING The subcontractors authorized by City, if any, to perform Work on this Project are identified in Exhibit A. Consultant shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. City is an intended beneficiary of any Work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and City. Except as specifically authorized herein, the Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 17. OWNERSHIP OF DOCUMENTS 17.1 Each and every report, draft, map, record, plan, document and other writing produced, including but not limited to, websites, blogs, social media accounts and applications (hereinafter "Documents'), prepared or caused to be prepared by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Additionally, all material posted in cyberspace by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Consultant shall, at Consultant's expense, provide such Documents, including all logins and password information to City upon prior written request. 17.2 Documents, including drawings and specifications, prepared by Consultant pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written authorization from Consultant will be at City's sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Consultant's deliverables under this Agreement by City or persons other than Consultant is waived against Consultant, and City assumes full responsibility for such changes unless City has given Consultant prior notice and has received from Consultant written consent for such changes. 17.3 All written documents shall be transmitted to City in formats compatible with Microsoft Office and/or viewable with Adobe Acrobat. Willdan Financial Services Page 6 18. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. 19. INTELLECTUAL PROPERTY INDEMNITY Consultant shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement or alleged infringement of any United States' letters patent, trademark, or copyright, including costs, contained in Consultant's Documents provided under this Agreement. 20. RECORDS Consultant shall keep records and invoices in connection with the Services to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Consultant shall allow inspection of all Work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 21. WITHHOLDINGS City may withhold payment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue Work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or designee with respect to such disputed sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 22. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which result in expense to City greater than what would have resulted if there were not errors or omissions in the Work accomplished by Consultant, the additional design, construction and/or restoration expense shall be borne by Consultant. Nothing in this Section is intended to limit City's rights under the law or any other sections of this Agreement. Willdan Financial Services Page 7 23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 24. CONFLICTS OF INTEREST 24.1 Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 24.2 If subject to the Act, Consultant shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Consultant shall indemnify and hold harmless City for any and all claims for damages resulting from Consultant's violation of this Section. 25. NOTICES 25.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first- class mail, addressed as hereinafter provided. 25.2 All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: Dan Matusiewicz, Finance Director Finance Department City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 25.3 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Attn: Beatrice Medina Willdan Financial Services 27368 Via Industria, Suite 200 Temecula, CA 92590 Willdan Financial Services Page 8 26. CLAIMS Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Consultant shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Consultant's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement except those previously made in writing and identified by Consultant in writing as unsettled at the time of its final request for payment. Consultant and City expressly agree that in addition to any claims filing requirements set forth in the Agreement, Consultant shall be required to file any claim Consultant may have against City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 27. TERMINATION 27.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non -defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 27.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than seven (7) calendar days' prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for Services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 28. STANDARD PROVISIONS 28.1 Recitals. City and Consultant acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 28.2 Compliance with all Laws. Consultant shall, at its own cost and expense, comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Consultant shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. Willdan Financial Services Page 9 28.3 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 28.4 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 28.5 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 28.6 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 28.7 Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. 28.8 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 28.9 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 28.10 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, sexual orientation, age or any other impermissible basis under law. 28.11 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 28.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] Willdan Financial Services Page 10 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: By: (.r Aaron C. Harp City Attorney ATTEST: �j �� Date: -g ' U Oy s CITY OF NEWPORT BEACH, a California municipal corporation Date: '91 -)Iy-/ (o By: Matusie cz Finance Director CONSULTANT: Willdan Financial Services, a California corporation Date: in Signed in Counterpart Mark Risco President / CEO Date: Signed in Counterpart Kate Nguyen Secretary [END OF SIGNATURES] Attachments: Exhibit A - Scope of Services Exhibit B - Schedule of Billing Rates Exhibit C - Insurance Requirements Willdan Financial Services Page 11 0 101 r to have CMM;ed G& Agmemeit IN3 he ewculed en da dabs arift beiw APPROVEDASTOMM Q1Y Dem l4 Aar _ ATTEST: Date: By. Ward I. Brown City Clerk CITYCIF a Cafffiwfa mudc%W axpararmn Dahr CONSULTANT lli Edan FInandal a Gaffornia corpora ton BY Marie Risco President! O Data: By. ' Kate Nguyen" Secretary [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B -- Schedule of Biking Rates Exhibit C — insurance Requirements Wildan Financial Services Page 11 EXHIBIT SCOPE OF SERVICES Willdan Financial Services Page A-1 SCOPE OF SERVICES Willdan Financial Services ("Willdan") will provide the following administration services for the City of Newport Beach's ("City") Assessment Districts. 1. Prepare an annual report, which will include findings and recommendations, as well as a summary of significant events. The report will contain a series of schedules, including district summary information; what was applied to the roll for each parcel, broken down by principal, interest and adjustments; fund analysis; delinquency summary information; value -to -lien ratios; current debt service and amortization schedules; financial analysis; and bond call summary, 2. Provide assessment installment information for each parcel, formatted in the required configuration on nine -track magnetic tape or other media, to the County Auditor/Controller's Office for placement on the property tax roll. 3. Research and, if possible, resubmit installment amounts that are rejected by the County Auditor/Controller's Office. Any assessment installment that cannot be collected on the County property tax roll will be invoiced, on behalf of the City, directly to the property owner of record. 4. Provide a toll-free number to field inquiries from City staff, property owners, and other interested parties regarding assessment proceedings and annual installments. 5. Provide prepayment quotes of assessment liens and/or Notices of Assessment for all interested parties upon request, Fees for this service are paid by the requesting party and may be charged to a credit card; there is no charge to property owners and/or the City. Willdan will obtain recordation information for prepaid assessments and coordinate the Release of Lien. 6. Perform all required bond call spreads, and coordinate the early redemption of outstanding bonds 7. Monitor delinquent installment payments in February and May of each year; and provide reports identifying all delinquent parcels, along with the corresponding delinquent installment amounts to the County. 8. Provide a report to the County Assessor's office each year, as required by Revenue and Taxation Code 163. The report will include a listing of each active parcel contained in each Assessment District; the remaining assessment amount; and the owner of each parcel, based on the County secured roll. Additional information will be provided for parcels that paid off their assessment during the year and will include the date and amount paid and, if available, the party paying off the assessment. This information will be sent electronically and in a hardcopy format to the County in January of each year. 'Delinquency Management In order to assure that the City of Newport Beach complies with its foreclosure covenant to bondholders for the district, Willdan will provide the following delinquency management services: 1. Monitor delinquent tax bill payments in December and April of each year. 2. Provide delinquency reports to the City in February and May. 3. Send a delinquency reminder letter after the first installment of the tax bill becomes delinquent, 4. Send a 30 -day delinquency demand letter after the second installment of the tax bill becomes delinquent. Each demand letter will include a brochure providing answers to commonly asked questions concerning delinquencies. Willdan Financial Services Page 1 City of Newport Beach 5. Remove the delinquent installments of Special Assessments / Taxes for the current and/or prior tax year(s) from the County tax roll. Such removal will comply with SB 1471. 6. Send a final 21 -day delinquency foreclosure letter to each delinquent property owner after confirmation from the County for the removal of the delinquent special assessments/taxes. Foreclosure letters shall contain a brochure providing answers to frequently asked questions regarding delinquencies and judicial foreclosures. 7. Send those parcels, whose special assessments/taxes continue to remain delinquent after 21 days from the mailing of foreclosure letters, to the foreclosure attorney for collection of the delinquent special assessments, applicable penalties, interest, fees, and other authorized costs. The City -retained foreclosure counsel will collect these fees. 8. Provide a toll-free telephone number at Willdan to field inquiries from staff, parcel owners, lenders, and other interested parties concerning annual installments and delinquencies throughout the entire delinquency management/foreclosure process. 9. Assist foreclosure counsel to initiate judicial foreclosure proceedings; and in accordance with bond foreclosure covenants, prosecute those parcels sent to foreclosure. 10. Provide, upon request, payoff quotes for all interested parties for stripped delinquent assessment installments. Fees for this service are paid by the requesting party and may be charged to a credit card; there is no charge to the City. Subsequent Foreclosure Services Once the delinquent assessments/taxes have been forwarded to judicial foreclosure counsel, Willdan will, upon request, provide the following services: 1. Prepare and forward a detailed report of the parcels to be foreclosed to foreclosure counsel, 2. Provide foreclosure counsel with the necessary resolutions and other documents to proceed with the judicial foreclosure process. 3. Keep the City and foreclosure counsel apprised of special arising situations of which we become aware, such as bankruptcies of parcel owners, tax foreclosure sales, Deed of Trust "Trustee" foreclosure sales, and so forth. 4. Provide foreclosure counsel with "subsequent year" delinquency information consisting of any installments/years that become delinquent on parcels already in foreclosure. 5. Generally respond to inquiries from City staff and foreclosure counsel regarding the status of a foreclosure action and other relevant information. 6. Negotiate, at the discretion and approval of the City, a repayment schedule (payment plan) with property owner(s) to cure the delinquency and avoid initiation of judicial foreclosure. Willdan will provide the following apportionment services: 1. Provide Apportionment application forms with simple step-by-step instructions for both the City's counter person and property owner. 2. Calculate amended assessments according to the Original Method of Spread. 3. Send required notification via certified mail. Willdan Financial Services Page 2 City of Newport Beach 4. Prepare an Amended Assessment Diagram and Notice of Amended Assessment. 5. Record, on the City's behalf, both the Notice of Amended Assessment and the Amended Assessment Diagram at the County Recorder's Office. We will deliver to the City a conformed copy of the diagram and notice, together with a comprehensive Apportionment report. Municipal Willdan will provide assistance and advice on ongoing Disclosure matters. With regard to the City outstanding debt financings, Willdan will provide guidance and direction to the City in preparing Disclosure reports. Willdan will help the City provide required financial and operating data requested by investors that would, otherwise, be considered material in keeping securities holders informed of the investment quality of the debt issue. Willdan will also assist the City in responding to questions from investors and other market participants. In addition, Willdan will assist the City with respect to new debt issues in developing reporting requirements for the Disclosure documents for compliance with relevant requirements, and meet the demands for information from the marketplace. Annual Financial Information Statement Preparation With respect to the preparation of the Annual Financial Information Statement, Willdan will provide one or all of the following services, as directed by the City: 1. Review pertinent documents relating to the debt issue, including the Fiscal Agent Agreement, financial statements, and annual reports. 2. Collect third -party data and other information required to be included in the Annual Financial Information Statement directly from Trustees, fiscal agents, state and county agencies, and others, as applicable. 3. Analyze the information for accuracy, materiality, and appropriateness. 4. Provide advice and direction on inclusion and presentation of the information in the Annual Financial Information Statement. 5. Create a draft of the Annual Financial Information Statement for review by the City. 6. Discuss any relevant issues with the City regarding the report, and address questions the City may have regarding Disclosure matters. Notice of Occurrence of Listed Events Upon notification by the City and/or if Willdan becomes aware, and if deemed to be material, Willdan will prepare Notice of Occurrence of Listed Event covering events enumerated in Rule 15c2 -12(b) for review by the City. All Mello -Roos Communities Facilities Districts issuing bonds after January 1, 1993, or as a member of a Marks -Roos Bond Pool beginning January 1, 1996, are required to file certain information in accordance with Government Code Section 53359.5 (b) & (c.) The required information is made part of the District's Yearly Fiscal Status Report, which is to be filed with the California Debt and Investment Advisory Commission (CDIAC) by October 30 of each year. Witidan Financia/ Services Page 3 City of Newport Beach In this regard, Willdan will: 1. Prepare the Yearly Fiscal Status Report, and file with CDIAC by the due date, This report will include the following information: • General information regarding the CFD bonds issue. • Fund Balance information, as of the latest City fiscal year. • Assessed Value information, as of the prior March 1 secured roll date. • Delinquent information, as of the most current date. • Any failure to make scheduled debt service when due. • Funds withdrawn from Reserve Fund to pay debt service. 2, Provide filing copy to the City's finance department. --.. Task 1: Define Compliance Needs and Provide Implementation Schedule Objective: Obtain bond documents, prior reports, and transactional data necessary to prepare and document arbitrage rebate liabilities. Description: Willdan will review the bond documents and prior reports, determine if any special elections were made at issue, and verify the exceptions to rebate have been properly applied. Duration: Prior to computation date. Deliverable: Implementation schedule and access to online Compliance Management System. Task 2: Verify Bond Yield and Prepare Arbitrage Rebate and Yield Restriction Analysis Objective: Update the cumulative arbitrage rebate liability and/or yield reduction payment accrual for each bond. Description: During the computation of arbitrage rebate and yield restriction positions for the bonds, Willdan will: ■ Verify the bond yield; ■ Identify gross proceeds, transferred proceeds, replacement proceeds, and all other funds considered part of the financing; ■ Compute investment earnings, taking into account the proper allocation of commingled funds; ■ Future value transactions to the computation date, inclusive of the computation date credit; ■ Test for exceptions to rebate, including spending exceptions and penalty in -lieu requirements; ■ Analyze unspent construction funds, overfunded reserves, and other events that may be in violation of Section 148 of the tax code; ■ Analyze opportunities to recapture negative arbitrage or recover overpayments; Willdan Financial Services Page 4 City of Newport Beach ■ Determine the yield reduction payment pursuant to Section 148(f) of the Internal Revenue Code; and ■ Determine the cumulative arbitrage liability pursuant to Section 148(f) of the Internal Revenue Code. Duration: One (1) to three (3) weeks, depending upon the complexity of the financing. Deliverable: None. Task 3: Review and Assess Analysis Outcome Objective: Multi -tiered review of each prepared report and internal discussion of assumptions and opportunities to reduce the rebate liability. Description: Proper application of the arbitrage rebate regulations requires a detailed understanding of the original intent of financing as well as the historical use of proceeds. Once the mathematical analysis is complete, two (2) senior -level rebate consultants will perform a comprehensive review of the report noting theoretical and technical issues to be evaluated. If appropriate, these issues will be communicated to you. Duration: One (1) to two (2) weeks, depending upon the complexity of the financing. Deliverable: Possible discussion with your staff. Task 4: Conclusions, Recommendations, and Action Plan Objective: Develop conclusions, recommendations, and produce reports, as necessary to maintain regulatory compliance for each financing. Description: We will provide analytical reports with recommendations for actions necessary to close the gap between adequate rebate reporting and comprehensive bonded debt compliance management. Our reports and recommendations will include, but will not be limited to: ■ Actions that can be taken to increase monies available for the project; ■ Actions that can be taken to decrease an arbitrage rebate liability or upcoming yield reduction payment; ■ Actions that can be taken to correct situations that may receive an unfavorable audit determination; ■ Areas where allocation and accounting methodology could be enhanced; ■ Identification of technologies not currently in use that may be applicable and appropriate for future consideration; ■ Identification of obstacles or challenges that could prevent timely or accurate compliance; ■ Detailed arbitrage rebate report inclusive of summary analysis; and ■ Instructions for filing IRS forms. Duration: One (1) week. Deliverable: Hardcopy and electronic reports inclusive of: Willdan Financial Services Page 5 City of Newport Beach ■ Executive Summary detailing the assumptions and methodology used; ■ Summary Analysis of all relevant dates; ■ Sources and uses of funds; ■ Arbitrage yield and yield restriction requirements; ■ Rebate liability summarized and by fund; ■ Arbitrage/Investment Yield Comparison Graph; ■ Rebate Calculations by fund; and ■ Outstanding Investments Summary. Task 5: Review Results with Your Staff Objective: Ensure your staff has adequate understanding of the rebate positions, opportunities, and possible areas of enforcement concern. Description: The Willdan team will brief your staff on situations that offer opportunity for improved results or that may become a concern for regulatory auditors. Key strategic, procedural, and investment issues will be discussed, as well as your strengths and challenges relating to long-term debt compliance. Duration: One (1) week. Deliverable: Discussion with your staff, Task 6: File IRS Payment and Refund Requests Objective: Supply completed IRS forms relating to arbitrage rebate payments and refund requests. Provide specific filing instructions and consultation regarding the possible consequences of the refund request. Description: Prompt arbitrage rebate payment demonstrates a willingness to comply with the regulatory authority of the IRS. Being prepared for the questions that may follow filings demonstrates attention to the long-term duties associated with issuing tax-exempt debt. Duration: As needed. Deliverable: Completed IRS Payment and Refund Request Forms, with accompanying instructions. Task 7: Monitor Regulatory Enhancement and Enforcement Actions Objective: Willdan will help your staff stay abreast of regulatory interpretation and enforcement, ensuring the content of the rebate reports does not grow stale. Description: Willdan requires analyst staff to participate in yearly continuing education events, and encourages discussion of current regulatory interpretation with clients. Depending upon the circumstances, Willdan can recommend procedural and documentation changes and help train staff. Duration: Ongoing. Deliverable: Audit assistance. Willdan Financial Services Page 6 City of Newport Beach Section 163 requires certain information to be filed annually with the County Assessor's Office for all districts receiving revenue from assessment liens created under the 1911, 1913, and 1915 Acts. In this regard, Willdan will: 1. Update and file an annual information report with the County Assessor's Office, including: The lien amount on each parcel in the district at the time the lien was created. • The date and amount of payment in satisfaction of the lien (in the case in which a lien has been completely satisfied), and the identity of the party that made that payment. • The amount of principal balance of the lien on each subject parcel. 2. Provide copy of filing to the City's finance department. NO �T �3 .'� 1ii�iWX4i.3in73'KYtY$s� Willdan will rely on obtaining the following information from the City of Newport Beach: • Assist Willdan in obtaining research information regarding land subdivisions, including information regarding collections, assessments, funds, payments, and/or prepayments received by the City. • The annual administrative cost information to be incorporated into the annual levy each year. • Confirmed assessment roll (as required) and other district information for new districts, as they become available. • The City's Audited Financial Statements, • Current balances on funds held at the City. Willdan will rely on the validity and accuracy of the City's data and documentation to complete our analysis. We will further rely on the data as being accurate without performing an independent verification of accuracy, and that we will not be responsible for any errors that result from inaccurate data provided by the client or a third party. Willdan financial Services Page 7 City of Newport Beach EXHIBIT B SCHEDULE OF BILLING RATES Willdan Financial Services Page B-1 FEES FOR SERVICES • • • • • - The number of parcels/districts shown below is the basis of this agreement, If the actual number substantially varies, it may cause a change in our fee structure. All hourly rates, fees, and expense rates are subject to increase, not to exceed the Consumer Price Index within the applicable region. The fee to annually administer future special districts for the City will be based upon a base fee of $900 per district, plus $ 1 per parcel. (1) The annual filing fee shall not exceed $15 per district. (2) The requesting party pays the fees for this service. There is no charge to property owners and/or to the City. !, 0 _ _. ._ 12'1£ As the service is rendered, the fees below are invoiced to the City. They are, ultimately, paid by, or on behalf of, the delinquent property owners. Fees Ultimately Reimbursed to Agency by Property Owner: Delinquency Reminder Letter $ Reassessment District No. 2012 1,741 $ 10,000 $ 0.00 $ 10,000 CIOSA Community Facilities District 276 $ 6,000 0.00 $ 6,000 Total Delinquency Demand Payoff (2) $ $ 16,000 Annual Filing Under Revenue and Taxation Code Section 163 $ 0.75 per parcel(') Payoff Quote(2), per request $ 50 The fee to annually administer future special districts for the City will be based upon a base fee of $900 per district, plus $ 1 per parcel. (1) The annual filing fee shall not exceed $15 per district. (2) The requesting party pays the fees for this service. There is no charge to property owners and/or to the City. !, 0 _ _. ._ 12'1£ As the service is rendered, the fees below are invoiced to the City. They are, ultimately, paid by, or on behalf of, the delinquent property owners. This fee complies with Section 8833 of the California Streets and Highways Code and/or Section 53356.2 of the California Government Code, which requires recording of a Notice of Intent to Remove Willdan Financial Services Page 8 City of Newport Beach Fees Ultimately Reimbursed to Agency 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 (1) 125 Payment Plan 200 Subsequent Foreclosure Services 300 Fees Paid Directly to Willdan by Re uestor: Delinquency Demand Payoff (2) $ 50 Zero Demand (2) 50 This fee complies with Section 8833 of the California Streets and Highways Code and/or Section 53356.2 of the California Government Code, which requires recording of a Notice of Intent to Remove Willdan Financial Services Page 8 City of Newport Beach 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. (2) This fee is waived for the property owner (except for escrow purposes) or for the City. Assessment Apportionment Apportionment and Amended Assessment Diagram (The property owner pays these fees.) , § '4 s �.q � f Y.� � ; � _�e ,r —� - '4 � �t � - _ _yam �, }�� _t�. � � x � • - The annual fee below is for the preparation and dissemination of an Annual Information Statement for each bond issue. If there are multiple bond issues associated with a single district, additional fees may apply. 1 to 4 Parcels $ 1,000 $ 25 5 to 25 Parcels 1,250 20 26 or More Parcels 1,500 15 Review of Diagram and Spread Only 650 N/A , § '4 s �.q � f Y.� � ; � _�e ,r —� - '4 � �t � - _ _yam �, }�� _t�. � � x � • - The annual fee below is for the preparation and dissemination of an Annual Information Statement for each bond issue. If there are multiple bond issues associated with a single district, additional fees may apply. Annual Financial Information Statement Preparation Additional Future Parity Bond Issues $500 Notice of Occurrence of Listed Events Preparation (If necessary) Hourly Rates Arbitrage Rebate Services Fees for Services — Current Issues To the extent that the necessary information is available, Willdan endeavors to quote fees that accurately reflect the complexity of the services needed. If circumstances are encountered that affect our ability to proceed, such as additional information coming to our attention not determined or available during our scoping efforts, we will inform you promptly and seek your approval for any changes in scope, timing or fees that may result from such circumstances. Willdan Financial Services page 9 City of Newport Beach Reassessment District No. 2012 $1,350 CIOSA Community Facilities District $1,900 Annual Financial Information Statement Preparation Additional Future Parity Bond Issues $500 Notice of Occurrence of Listed Events Preparation (If necessary) Hourly Rates Arbitrage Rebate Services Fees for Services — Current Issues To the extent that the necessary information is available, Willdan endeavors to quote fees that accurately reflect the complexity of the services needed. If circumstances are encountered that affect our ability to proceed, such as additional information coming to our attention not determined or available during our scoping efforts, we will inform you promptly and seek your approval for any changes in scope, timing or fees that may result from such circumstances. Willdan Financial Services page 9 City of Newport Beach *Annual arbitrage rebate reports are required per the Fiscal Agent Agreement. Billed invoices are required to be paid within 30 days. Fees for Services — Future Issues The fee schedule below applies our standard fees to future financings that require arbitrage calculations pursuant to Section 148 (f) of the Internal Revenue Code. Calculations for all future bond issuance shall be performed at the third year, fifth year and every fifth year thereafter to comply with the fee schedule below. Willdan reserves the right to review all official bond documents before any bid is binding. After our review, if any fee adjustments become necessary Willdan will notify and gain approval of the price adjustment prior to engaging and billing for such calculations. Third Year $ 2,000 $ 1 I • ' I Fifth Year Every Fifth Year Thereafter $15,495,000.00 2,000 Third Year $ Special Improvement District No. 95-1 817/2001 Every Fifth Year $ 2,250 (CIOSA) Special Tax Refunding Bonds, $ Series A Every Fifth Year Thereafter $13,583,436.43 Reassessment District No. 2012, Limited 7/2/12 — 9/1/15 $ 2,250 Obligation Improvement Bonds, 2012 7/2/2012 Series A Annually Thereafter* $ 1,250 *Annual arbitrage rebate reports are required per the Fiscal Agent Agreement. Billed invoices are required to be paid within 30 days. Fees for Services — Future Issues The fee schedule below applies our standard fees to future financings that require arbitrage calculations pursuant to Section 148 (f) of the Internal Revenue Code. Calculations for all future bond issuance shall be performed at the third year, fifth year and every fifth year thereafter to comply with the fee schedule below. Willdan reserves the right to review all official bond documents before any bid is binding. After our review, if any fee adjustments become necessary Willdan will notify and gain approval of the price adjustment prior to engaging and billing for such calculations. Third Year $ 2,000 $ 1,250 • ' I Fifth Year Every Fifth Year Thereafter $ 2,000 Third Year $ 2,250 Fifth Year $ 1,500 $ 2,250 Every Fifth Year Thereafter Expenses Willd - Willdan will be reimbursed for out-of-pocket expenses. Examples of reimbursable expenses include, but are not limited to: • Postage, • Travel expenses, • Mileage (current prevailing federal rate), Electronic data furnished by the County and/or other applicable resources, • Construction cost periodicals, and • Maps, • Copying (currently 6¢ per copy). Any additional expense for reports or from outside services will be billed to the City. Charges for meeting and consulting with counsel, the City, or other parties regarding services not listed in the scope of work above will be at our then -current hourly rates (see the "Additional Services" section). In the event that a third party requests any documents, Willdan may, in accordance with Willdan's applicable rate schedule, charge such third party for providing said documents. Willdan Financial Services Page 10 City of Newport Beach _per �. w x —.max rt-. � as{s- {� %E'LSi%'9�4i-3 u'.[.�3�1SfXLJ buil Additional services may be authorized by the City of Newport Beach and will be billed at our then -current hourly consulting rates below = -_ E Group Manager $ 210 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 Willdan Financial Services Page 11 City of Newport Beach EXHIBIT C INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES 1. Provision of Insurance. Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Consultant agrees to provide insurance in accordance with requirements set forth here. If Consultant uses existing coverage to comply and that coverage does not meet these requirements, Consultant agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. Consultant shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers. B. General Liability Insurance. Consultant shall maintain commercial general liability insurance, and if necessary umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate. The policy shall cover liability arising from premises, operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). C. Automobile Liability Insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. Willdan Financial Services Page C-1 D. Professional Liability (Errors & Omissions) Insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of one million dollars ($1,000,000) per claim and two million dollars ($2,000,000) in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the Effective Date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the Services required by this Agreement. 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subconsultants. B. Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, if required, but not including professional liability, shall provide or be endorsed to provide that City and its officers, officials, employees, and agents shall be included as insureds under such policies. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self- insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days notice of cancellation (except for nonpayment for which ten (10) calendar days notice is required) for each required coverage. 5. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. Willdan Financial Services Page C-2 B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant sixty (60) calendar days advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation. C. Enforcement of Agreement Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. D. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. E. Self-insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self- insurance will not be considered to comply with these requirements unless approved by City. F. City Remedies for Non -Compliance. If Consultant or any subconsultant fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend Consultant's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Consultant or reimbursed by Consultant upon demand. G. Timely Notice of Claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor's performance under this Contract, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. H. Consultant's Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own Willdan Financial Services Page C-3 judgment may be necessary for its proper protection and prosecution of the Work. Willdan Financial Services Page C-4 CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach. * Date Received: 3/3/16 Date Completed 3/8/16 Dept./Contact Received From: Marlene Sent to: Marlene By: Chris/Alicia Company/Person required to have certificate: Willdan Financial Services Type of contract: All Other GENERAL LIABILITY EFFECTIVE/EXPIRATION DATE: 11/9/15-11/9/16 A. INSURANCE COMPANY: Continental Insurance Company EFFECTIVE/EXPIRATION DATE: 11/9/15-11/9/16 B. AM BEST RATING (A-: VII or greater): A: XV INSURANCE COMPANY: National Fire Ins Co of Hartford C. ADMITTED Company (Must be California Admitted): AM BEST RATING (A-: VII or greater) A: XV Is Company admitted in California? ® Yes ❑ No D. LIMITS (Must be $1 M or greater): What is limit provided? 1,000,000/2,000,000 E. ADDITIONAL INSURED ENDORSEMENT—please attach ® Yes ❑ No F. PRODUCTS AND COMPLETED OPERATIONS (Must UM, $2M min for Waste Haulers): What is limits provided? 1,000,000 include): Is it included? (completed Operations status does LIMITS Waiver of Auto Insurance / Proof of coverage (if individual) not apply to Waste Haulers or Recreation) ® Yes ❑ No G. ADDITIONAL INSURED FOR PRODUCTS AND COMPLETED OPERATIONS ENDORSEMENT (completed ® N/A ❑ Yes ❑ No G. Operations status does not apply to Waste Haulers) ® Yes ❑ No H. ADDITIONAL INSURED WORDING TO INCLUDE (The City ❑ N/A ® Yes ❑ No its officers, officials, employees and volunteers): Is it included? ® Yes ❑ No I. PRIMARY & NON-CONTRIBUTORY WORDING (Must be included): Is it included? ® Yes ❑ No J. CAUTION! (Confirm that loss or liability of the named insured is not limited solely by their negligence) Does endorsement include "solely by negligence" wording? ❑ Yes E No K. ELECTED SCMAF COVERAGE (RECREATION ONLY): ® N/A ❑ Yes ❑ No L. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No H. AUTOMOBILE LIABILITY EFFECTIVE/EXPIRATION DATE: 11/9/15-11/9/16 A. INSURANCE COMPANY: National Fire Ins Co of Hartford B. AM BEST RATING (A-: VII or greater) A: XV C. ADMITTED COMPANY (Must be California Admitted): Is Company admitted in California? ® Yes ❑ No D. LIMITS - If Employees (Must be $1M min. BI & PD and $500,000 UM, $2M min for Waste Haulers): What is limits provided? 1,000,000 E LIMITS Waiver of Auto Insurance / Proof of coverage (if individual) (What is limits provided?) N/A F. PRIMARY & NON-CONTRIBUTORY WORDING (For Waste Haulers only): ® N/A ❑ Yes ❑ No G. HIRED AND NON -OWNED AUTO ONLY: ❑ N/A ❑ Yes ® No H. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No 1n. WORKERS' COMPENSATION EFFECTIVE/EXPIRATION DATE: 11/09/15-11/9/16 A. INSURANCE COMPANY: Continental Insurance Company B. AM BEST RATING (A-: VII or greater): A: XV C. ADMITTED Company (Must be California Admitted): ® Yes ❑ No D. WORKERS' COMPENSATION LIMIT: Statutory ® Yes ❑ No E. EMPLOYERS' LIABILITY LIMIT (Must be $1 M or greater) 1,000,000 F. WAIVER OF SUBROGATION (To include): Is it included? ® Yes ❑ No G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM: ® N/A ❑ Yes ❑ No H. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED IV. PROFESSIONAL LIABILITY EFF: 11/9/15-11/9/16 CARRIER: LEXINGTON INS CO RATING: A: XV NON -ADMITTED LIMIT: 1M/2M ❑ N/A ® Yes ❑ No V POLLUTION LIABILITY ® N/A ❑ Yes ❑ No V BUILDERS RISK ® N/A ❑ Yes ❑ No HAVE ALL ABOVE REQUIREMENTS BEEN MET? ® Yes ❑ No IF NO, WHICH ITEMS NEED TO BE COMPLETED? Approved: Agent of Alliant Insurance Services Broker of record for the City of Newport Beach 3/8/16 Date RISK MANAGEMENT APPROVAL REQUIRED (Non -admitted carrier rated less than Self Insured Retention or Deductible greater than $ ) ❑ N/A ❑ Yes ❑ No Reason for Risk Management approval/exception/waiver: Risk Management approval needed due to Professional Liability carrier being Non -admitted. 3/3/16 Sheri Approved Approved: Risk Management Date * Subject to the terms of the contract.