HomeMy Public PortalAboutC-21-165 - WILLDAN FINANCIAL SERVICES DECEMBER 16WILLDAN
FINANCIAL SERVICES
January 27,2021
Tarik Rahmani
Finance Director
City of Carson
701 E Carson Street
Carson,California 90745
Re:Agreement for Contract Services
Dear Mr.Hayes:
Per your request,enclosed is a manually signed copy of the above referenced subject
agreement,executed by Willdan Financial Services.Once fully executed,please return an
electronic copy via email to jreynolds @willdan.com.
Should you have any questions regarding this engagement,please contact Project Manager
Chonney Gano at (951)972-8106,she can also be reached via email at cgano @willdan.com.
Respectfully,
WILLDAN FINANCIAL SERVICES
x
Joanie Reynolds
Proposal Services Supervisor
T 951.587.3500 =800.755.6864 |F 951.587.3510 =888.326.6864 |27368 Via Industria,Suite 200,Temecula,CA 92590 |www.willdan.com
AGREEMENT FOR CONTRACT SERVICES
BETWEEN THE CITY OF CARSON AND
WILLDAN FINANCIAL SERVICES
THIS AGREEMENT FOR CONTRACT SERVICES (herein ““Agreement”)is made and
entered into this lst day of July,2020 by and between the CITY OF CARSON,a California
municipal corporation (“City”)and Willdan Financial Services,a California corporation
(“Consultant”).City and Consultant are sometimes hereinafter individually referred to as “Party”
and hereinafter collectively referred to as the “Parties.”
RECITALS
A.City and Consultant entered into that certain Agreement for Contract Services
dated June 1,2017 (“2017 Agreement’)whereby Consultant agreed to provide City services to
administer and manage the assessment districts in the City.
B.The 2017 Agreement was for a term of three years,with a not to exceed amount
of $18,000.
C.In or around July 1,2020,the 2017 Agreement’s term lapsed,but the Consultant
continued performing services for the City and the City accepted the services.
D.Pursuant to Section 2611(a)(2),City staff has solicited at least three (3)vendors to
submit price quotations by use of sealed bidding methods,electronic facsimile,or electronic
mail.
E.Based on the foregoing,City and Consultant now desire and intend to enter into
the Agreement retroactive to July 1,2020,and to thereby authorize the provision of the services
under the Agreement by Consultant commencing asof said date.
NOW,THEREFORE,the parties hereto agree as follows:
1.SERVICES OF CONSULTANT
1.1 Scope of Services.In compliance with all of the terms and conditions of
this Agreement,the Consultant shall perform the work or services set forth in the “Scope of
Services”attached hereto as Exhibit “A”and incorporated herein by reference.Consultant
warrants that it has the experience and ability to perform all work and services required
hereunderand that it shall diligently perform such work and services in a professional and
satisfactory manner.
1.2 Compliance With Law.All work and services rendered hereundershall be
provided in accordance with all ordinances,resolutions,statutes,rules,and regulations of the
City and any Federal,State or local governmental agency of competentjurisdiction.
01007.0001/692195.3 1
1.3.Licenses,Permits,Fees and Assessments.Consultant shall obtain at its
sole cost and expense suchlicenses,permits,and approvals as may be required by law for the
performanceof the services required by the Agreement.
1.4 Special Requirements.Additional terms and conditions of this Agreement,
if any,which are made a part hereofare set forth in the “Special Requirements”attached hereto
as Exhibit “B”and incorporated herein by this reference.In the event of a conflict between the
provisions of Exhibit “B”and any other provisions of this Agreement,the provisions of Exhibit
“B”shall govern.
2.COMPENSATION
2.1 Contract Sum.For the services rendered pursuant to this Agreement,
Consultant shall be compensated in accordance with the “Schedule of Compensation”attached
hereto as Exhibit “‘C”and incorporated herein by this reference,but not exceeding the maximum
contract amount of Twenty One Thousand Four Hundred Seventy Dollars and Thirty Six
Cents ($21,470.36)(“Contract Sum”).
2.2 Invoices.Each month Consultant shall furnish to City an original invoice
for all work performed and expenses incurred during the preceding month in a form approved by
City’s Director of Finance.By submitting an invoice for payment under this Agreement,
Consultant is certifying compliance with all provisions of the Agreement.The invoice shall
detail charges for all necessary and actual expenses by the following categories:labor (by sub-
category),travel,materials,equipment,supplies,and subcontractor contracts.Subcontractor
charges shall also be detailed by such categories.Consultant shall not invoice City for any
duplicate services performed by more than one person.
City shall independently review each invoice submitted by the Consultant to determine
whether the work performed and expenses incurred are in compliance with the provisions of this
Agreement.Except as to any charges for work performed or expenses incurred by Consultant
which are disputed by City,City will use its best efforts to cause Consultant to be paid within
forty five (45)days of receipt of Consultant’s correct and undisputed invoice;however,
Consultant acknowledges and agrees that due to City warrant run procedures,the City cannot
guarantee that payment will occur within this time period.In the event any charges or expenses
are disputed by City,the original invoice shall be returned by City to Consultant for correction
and resubmission.Review and payment by the City of any invoice provided by the Consultant
shall not constitute a waiver of any rights or remedies provided herein or any applicable law.
2.3 Additional Services.City shall have the right at any time during the
performance of the services,without invalidating this Agreement,to order extra work beyond
that specified in the Scope of Services or make changes by altering,adding to or deducting from
said work.No such extra work may be undertaken unless a written order is first given by the
Contract Officer to the Consultant,incorporating therein any adjustment in (i)the Contract Sum
for the actual cost of the extra work,and/or (ii)the time to perform this Agreement,which said
adjustments are subject to the written approval of the Consultant.Any increase in compensation
of up to ten percent (10%)of the Contract Sum but not exceeding a total contract amount of Five
Thousand Dollars ($5,000)or in the time to perform of up to ninety (90)days may be approved
by the Contract Officer.Any greater increases,taken either separately or cumulatively,must be
01007.0001/692195.3 -2-
approved by the City Council.No claim for an increase in the Contract Sum or time for
performance shall be valid unless the procedures established in this Section are followed.
3.PERFORMANCE SCHEDULE
3.1 Time of Essence.Time is of the essence in the performance of this
Agreement.
3.2 Schedule of Performance.Consultant shall commence the services
pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all
services within the time period(s)established in the “Schedule of Performance”attached hereto
as Exhibit “D”and incorporated herein by this reference.When requested by the Consultant,
extensions to the time period(s)specified in the Schedule of Performance may be approved in
writing by the Contract Officer but not exceeding thirty (30)days cumulatively.
3.3.Force Majeure.The time period(s)specified in the Schedule of
Performance for performance of the services rendered pursuant to this Agreement shall be
extended because of any delays due to unforeseeable causes beyond the control and without the
fault or negligence of the Consultant,including,but not restricted to,acts of God or of the public
enemy,unusually severe weather,fires,earthquakes,floods,epidemics,quarantine restrictions,
riots,strikes,freight embargoes,wars,litigation,and/or acts of any governmental agency,
including the City,if the Consultant shall within ten (10)days of the commencement of such
delay notify the Contract Officer in writing of the causes of the delay.The Contract Officer shall
ascertain the facts and the extent of delay,and extend the time for performing the services for the
period of the enforced delay when andif in the judgment of the Contract Officer such delay is
Justified.The Contract Officer’s determination shall be final and conclusive upon the parties to
this Agreement.In no event shall Consultant be entitled to recover damages against the City for
any delay in the performance of this Agreement,however caused,Consultant’s sole remedy
being extension of the Agreement pursuant to this Section.
3.4 Term.Unless earlier terminated in accordance with Article 7 of this
Agreement,this Agreement shall continue in full force and effect until completion of the services
but not exceeding one (1)year from the date hereof,except as otherwise provided in the
Schedule of Performance (Exhibit “D”).
4.COORDINATION OF WORK
4.1 Representative of Consultant.Chonney Gano,Project Manager is
hereby designated as being the representative of Consultant authorized to act on its behalf with
respect to the work and services specified herein and makeall decisions in connection therewith.
All personnel of Consultant and any authorized agents shall be under the exclusive direction of
the representative of Consultant.Consultant shall utilize only competent personnel to perform
services pursuant to this Agreement.Consultant shall make every reasonable effort to maintain
the stability and continuity of Consultant’s staff and subcontractors,and shall keep City informed
of any changes.
4.2 Contract Officer.TarikRahmani,Director of Finance or such person as
may be designated by the City Manageris hereby designated as being the representative the City
01007.0001/692195.3 -3-
authorized to act in its behalf with respect to the work and services specified herein and to make
all decisions in connection therewith (“Contract Officer”).
4.3 Prohibition Against Subcontracting or Assignment.Consultant shall not
contract with any entity to perform in whole or in part the work or services required hereunder
without the express written approval of the City.Neither this Agreement nor any interest herein
may be assigned or transferred,voluntarily or by operation of law,without the prior written
approval of City.Any such prohibited assignment or transfer shall be void.
4.4 Independent Consultant.Neither the City nor any of its employees shall
have any control over the manner,mode or means by which Consultant,its agents or employees,
perform the services required herein,except as otherwise set forth.Consultant shall perform all
services required herein as an independent contractor of City with only such obligations as are
consistent with that role.Consultant shall not at any time or in any manner represent that it or
any of its agents or employees are agents or employees of City,or that it is a memberof a joint
enterprise with City.
5.INSURANCE AND INDEMNIFICATION
5.1 Insurance Coverages.The Consultant shall procure and maintain,at its
sole cost and expense,in a form and content satisfactory to City,during the entire term of this
Agreement including any extension thereof,the following policies of insurance which shall
cover all elected and appointed officers,employees and agents of City:
(a)Commercial General Liability Insurance (Occurrence Form
CG0001 or equivalent).A policy of comprehensive general liability insurance written on a per
occurrence basis for bodily injury,personal injury and property damage.Thepolicy of insurance
shall be in an amount not less than $1,000,000.00 per occurrence orif a general aggregate limit is
used,either the general aggregate limit shall apply separately to this contract/location,or the
general aggregate limit shall be twice the occurrence limit.
(b)Worker’s Compensation Insurance.A policy of worker’s
compensation insurance in such amount as will fully comply with the laws of the State of
California and which shall indemnify,insure and provide legal defense for the Consultant against
any loss,claim or damage arising from any injuries or occupational diseases occurring to any
worker employed by or any persons retained by the Consultant in the course of carrying out the
workor services contemplated in this Agreement.
(c)Automotive Insurance (Form CA 0001 (Ed 1/87)including “any
auto”and endorsement CA 0025 or equivalent).A policy of comprehensive automobile liability
insurance written on a per occurrence for bodily injury and property damage in an amount not
less than either (i)bodily injury liability limits of $100,000 per person and $300,000 per
occurrence and property damage liability limits of $150,000 per occurrence or (ii)combined
single limit liability of $1,000,000.Said policy shall include coverage for owned,non-owned,
leased,hired cars,and any other automobile.
(d)Professional Liability.Professional liability insurance appropriate
to the Consultant’s profession.This coverage may be written on a “claims made”basis,and must
include coverage for contractual liability.The professional liability insurance required by this
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Agreement must be endorsed to be applicable to claims based upon,arising out of or related to
services performed under this Agreement.The insurance must be maintained for at least 5
consecutive years following the completion of Consultant’s services or the termination of this
Agreement.During this additional 5-year period,Consultant shall annually and upon request of
the City submit written evidence of this continuous coverage.
(e)Additional Insurance.Policies of such other insurance,as may be
required in the Special Requirements in Exhibit “B”.
(f)Subcontractors.Consultant shall include all subcontractors as
insureds under its policies or shall furnish separate certificates and certified endorsements for
each subcontractor.All coverages for subcontractors shall be subject to all of the requirements
stated herein.
5.2 General Insurance Requirements.
All of the above policies of insurance shall be primary insurance and shall namethe City,
its elected and appointed officers,employees and agents as additional insureds and any insurance
maintained by City or its officers,employees or agents may apply in excess of,and not
contribute with Consultant’s insurance.The insurer is deemed hereof to waive all rights of
subrogation and contribution it may have against the City,its officers,employees and agents and
their respective insurers.The insurance policy must specify that where the primary insured does
not satisfy the self-insured retention,any additional insured may satisfy the self-insured
retention.All of said policies of insurance shall provide that said insurance may not be amended
or cancelled by the insurer or any party hereto without providing thirty (30)days prior written
notice by certified mail return receipt requested to the City.In the event any of said policies of
insurance are cancelled,the Consultant shall,prior to the cancellation date,submit new evidence
of insurance in conformance with this Section 5.1 to the Contract Officer.No work or services
under this Agreement shall commence until the Consultant has provided the City with
Certificates of Insurance,additional insured endorsement forms or appropriate insurance binders
evidencing the above insurance coverages and said Certificates of Insurance or binders are
approved by the City.City reserves the right to inspect complete,certified copies of and
endorsement to all required insurance policies at any time.Any failure to comply with the
reporting or other provisions of the policies including breaches or warranties shall not affect
coverage provided to City.
The insurance required by this Agreement shall be satisfactory only if issued by
companies qualified to do business in California,rated ‘“‘A”or better in the most recent edition of
Best Rating Guide,The Key Rating Guide or in the Federal Register,and only if they are of a
financial category Class VII or better,unless such requirements are waived by the City’s Risk
Manageror other designee of the City due to unique circumstances.
5.3 Indemnification.To the full extent permitted by law,Consultant agrees to
indemnify,defend and hold harmless the City,its officers,employees and agents (“Indemnified
Parties”)against,and will hold and save them and each of them harmless from,any and all
actions,either judicial,administrative,arbitration or regulatory claims,damages to persons or
property,losses,costs,penalties,obligations,errors,omissions or liabilities whether actual or
threatened (herein “claims or liabilities”)that may be asserted or claimed by any person,firm or
entity arising out of or in connection with the negligent performance of the work,operations or
01007.0001/692195.3 -5-
activities provided herein of Consultant,its officers,employees,agents,subcontractors,invitees,
or any individual or entity for which Consultant is legally liable (“indemnitors”),or arising from
Consultant’s or indemnitors’reckless or willful misconduct,or arising from Consultant’s or
indemnitors’negligent performance of or failure to perform any term,provision,covenant or
condition of this Agreement,except claims orliabilities occurring as a result of City’s sole
negligence or willful acts or omissions.The indemnity obligation shall be binding on successors
and assigns of Consultant and shall survive termination of this Agreement.
6.RECORDS,REPORTS,AND RELEASE OF INFORMATION
6.1 Records.Consultant shall keep,and require subcontractors to keep,such
ledgers,books of accounts,invoices,vouchers,canceled checks,reports,studies or other
documents relating to the disbursements charged to City and services performed hereunder(the
“books and records”),as shall be necessary to perform the services required by this Agreement
and enable the Contract Officer to evaluate the performance of such services and shall keep such
records for a period of three years following completion of the services hereunder.The Contract
Officer shall have full and free access to such books and records at all times during normal
business hours of City,including the right to inspect,copy,audit and make records and
transcripts from such records.
6.2 Reports.Consultant shall periodically prepare and submit to the Contract
Officer such reports concerning the performance of the services required by this Agreement or as
the Contract Officer shall require.
6.3 Confidentiality and Release of Information.
(a)All information gained or work product produced by Consultant in
performance of this Agreement shall be considered confidential,unless such information is in the
public domain or already known to Consultant.Consultant shall not release or disclose any such
information or work product to persons or entities other than the City without prior written
authorization from the Contract Officer.
(b)Consultant shall not,without prior written authorization from the
Contract Officer or unless requested by the City Attorney,voluntarily provide documents,
declarations,letters of support,testimony at depositions,response to interrogatories or other
information concerning the work performed under this Agreement.Response to a subpoena or
court order shall not be considered “voluntary”provided Consultant gives the City notice of such
court order or subpoena.
(c)If Consultant provides any information or work product in
violation of this Agreement,then the City shall have the right to reimbursement and indemnity
from Consultant for any damages,costs and fees,including attorney’s fees,caused by or incurred
as a result of Consultant’s conduct.
(d)Consultant shall promptly notify the City should Consultant be
served with any summons,complaint,subpoena,notice of deposition,request for documents,
interrogatories,request for admissions or other discovery request,court order or subpoena from
any party regarding this Agreement and the work performed thereunder.The City retains the
right,but has no obligation,to represent Consultant or be present at any deposition,hearing or
01007.0001/692195.3 -6-
similar proceeding.Consultant agrees to cooperate fully with the City and to provide the City
with the opportunity to review any response to discovery requests provided by Consultant.
6.4 Ownership of Documents.All studies,surveys,data,notes,computer
files,reports,records,drawings,specifications,maps,designs,photographs,documents and other
materials (the “documents and materials”)prepared by Consultant in the performance of this
Agreement shall be the property of the City and shall be delivered to the City upon request of the
Contract Officer or upon the termination of this Agreement,and Consultant shall have no claim
for further employment or additional compensation as a result of the exercise by the City of its
full rights of ownership use,reuse,or assignment of the documents and materials hereunder.
Moreover,Consultant with respect to any documents and materials that may qualify as “works
madefor hire”as defined in 17 U.S.C.§101,such documents and materials are hereby deemed
“works made for hire”for the City.
‘he ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 California Law.This Agreement shall be interpreted,construed and
governed both as to validity and to performance of the parties in accordance with the laws of the
State of California.Legal actions concerning any dispute,claim or matter arising out ofor in
relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles,
State of California.In the event of litigation in a U.S.District Court,venue shall lie exclusively
in the Central District of California,in the County of Los Angeles,State of California.
7.2 Disputes;Default.In the event that Consultant is in default under the
terms of this Agreement,the City shall not have any obligation or duty to continue compensating
Consultant for any work performed after the date of default.Instead,the City may give notice to
Consultant of the default and the reasons for the default.The notice shall include the timeframe
in which Consultant may cure the default.This timeframe is presumptively thirty (30)days,but
may be extended,if circumstances warrant.During the period of time that Consultant is in
default,the City shall hold all invoices and shall,when the default is cured,proceed with
payment on the invoices.If Consultant does not cure the default,the City may take necessary
steps to terminate this Agreement under this Article.
7.3.Legal Action.In addition to any other rights or remedies,either party may
take legal action,in law or in equity,to cure,correct or remedy any default,to recover damages
for any default,to compel specific performance of this Agreement,to obtain declaratory or —
injunctive relief,or to obtain any other remedy consistent with the purposes of this Agreement.
Notwithstanding any contrary provision herein,Consultant shall file a statutory claim pursuant to
Government Code Sections 905 et.seq.and 910 et.seq.,in order to pursue any legal action under
this Agreement.
Except with respect to rights and remedies expressly declared to be exclusive in this
Agreement,the rights and remedies of the parties are cumulative and the exercise by either party
of one or more of such rights or remedies shall not preclude the exercise by it,at the same or
different times,of any other rights or remedies for the same default or any other default by the
otherparty.
7.4 Termination Prior to Expiration of Term.This Section shall govern any
termination of this Contract except as specifically provided in the following Section for
01007.0001/692195.3 -7-
termination for cause.The City reserves the right to terminate this Contract at any time,with orwithoutcause,upon thirty (30)days’written notice to Consultant,except that where terminationisduetothefaultoftheConsultant,the period of notice may be such shorter time as may bedeterminedbytheContractOfficer.In addition,the Consultant reserves the right to terminate
this Contract at any time,with or without cause,upon sixty (60)days’written notice to City,
except that where termination is due to the fault of the City,the period of notice may be suchshortertimeastheConsultantmaydetermine.Upon receipt of any notice of termination,
Consultant shall immediately cease all services hereunder except such as may be specifically
approved by the Contract Officer.Except where the Consultant has initiated termination,the
Consultant shall be entitled to compensation for all services rendered prior to the effective dateofthenoticeofterminationandforanyservicesauthorizedbytheContractOfficerthereafterin
accordance with the Schedule of Compensation or such as may be approved by the Contract
Officer.In the event the Consultant has initiated termination,the Consultant shall be entitled to
compensation only for the reasonable value of the work product actually produced hereunder,but
not exceeding the compensation provided therefore in the Schedule of Compensation Exhibit
“C”.In the event of termination without cause pursuant to this Section,the terminating party
need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2.
7.5 Termination for Default of Consultant.If termination is due to the failure
of the Consultant to fulfill its obligations under this Agreement,City may,after compliance with
the provisions of Section 7.2,take over the work and prosecute the same to completion by
contract or otherwise,and the Consultant shall be liable to the extent that the total cost for
completion of the services required hereunder exceeds the compensation herein stipulated
(provided that the City shall use reasonable efforts to mitigate such damages),and City may
withhold any payments to the Consultant for the purpose of set-off or partial payment of the
amounts owed the City as previously stated.
8.MISCELLANEOUS
8.1 Covenant Against Discrimination.Consultant covenants that,by and for
itself,its heirs,executors,assigns and all persons claiming under or through them,that there shall
be no discrimination against or segregation of,any person or group of persons on account of
race,color,creed,religion,sex,gender,sexual orientation,marital status,national origin,
ancestry,or other protected class in the performance of this Agreement.Consultant shall take
affirmative action to ensure that applicants are employed and that employees are treated during
employment without regard to their race,color,creed,religion,sex,gender,sexual orientation,
marital status,national origin,ancestry,or other protected class
8.2 Non-liability of City Officers and Employees.No officer or employee of
the City shall be personally liable to the Consultant,or any successor in interest,in the event of
any default or breach by the City or for any amount,which may become due to the Consultant or
'to its successor,or for breach of any obligation of the terms of this Agreement.
8.3 Notice.Any notice,demand,request,document,consent,approval,or
communication either party desires or is required to give to the other party or any other personshallbeinwritingandeitherservedpersonallyorsentbyprepaid,first-class mail,in the case of
the City,to the City Manager and to the attention of the Contract Officer (with her/his name and
City title),City of Carson,701 East Carson,Carson,California 90745 and in the case of the
01007.0001/692195.3 -8-
Consultant,to the person(s)at the address designated on the execution page of this Agreement.
Either party may change its address by notifying the other party of the change of address inwriting.Notice shall be deemed communicated at the time personally delivered or in seventy-two
(72)hours from the time of mailing if mailed as provided in this Section.
8.4 Integration:Amendment.It is understood that there are no oral agreements
between the parties hereto affecting this Agreement and this Agreement supersedes and cancels
any and all previous negotiations,arrangements,agreements and understandings,if any,between
the parties,and none shall be used to interpret this Agreement.This Agreement may be amended
at any time by the mutual consent of the parties by an instrumentin writing.
8.5 Severability.In the event that part of this Agreement shall be declared
invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction,such
invalidity or unenforceability shall not affect any of the remaining portions of this Agreement
which are hereby declared as severable and shall be interpreted to carry out the intent of the
parties hereunder unless the invalid provision is so material that its invalidity deprives either
party of the basic benefit of their bargain or renders this Agreement meaningless.
8.6 Waiver.No delay or omission in the exercise of any right or remedy by
non-defaulting party on any default shall impair such right or remedy or be construed as a
waiver.A party’s consent to or approval of any act by the other party requiring the party’s
consent or approval shall not be deemed to waive or render unnecessary the other party’s consent
to or approval of any subsequent act.Any waiver by either party of any default must be in
writing and shall not be a waiver of any other default concerning the sameor any other provision
of this Agreement.
8.7 Attorneys’Fees.If either party to this Agreementis required toinitiate or
defend or madea party to any action or proceeding in any way connected with this Agreement,
the prevailing party in such action or proceeding,in addition to any other relief which any be
granted,whetherlegal or equitable,shall be entitled to reasonable attorney’s fees,whether or not
the matter proceeds to judgment.
8.8 Interpretation.
The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed foror against either party by reason of the authorship
of this Agreement or any other rule of construction which might otherwise apply.
8.9 Counterparts.
This Agreement may be executed in counterparts,each of which shall be deemed to be an
original,and such counterparts shall constitute one and the same instrument.
8.10 Warranty &Representation of Non-Collusion.No official,officer,or
employee of City has any financial interest,direct or indirect, in this Agreement,nor shall any
official,officer,or employee of City participate in any decision relating to this Agreement which
may affect his/her financial interest or the financial interest of any corporation,partnership,or
association in which (s)he is directly or indirectly interested,or in violation of any corporation,
partnership,or association in which (s)heis directly or indirectly interested,or in violation of any
01007.0001/692195.3 -9-
State or municipal statute or regulation.The determination of “financial interest”shall be
consistent with State law and shall not include interests found to be “remote”or “noninterests”
pursuant to Government Code Sections 1091 or 1091.5.Consultant warrants and represents that
it has not paid or given,and will not pay or give,to any third party including,but not limited to,
any City official,officer,or employee,any money,consideration,or other thing of value as a
result or consequence of obtaining or being awarded any agreement.Consultant further warrants
and represents that (s)he/it has not engaged in any act(s),omission(s),or other conduct or
collusion that would result in the payment of any money,consideration,or other thing of value to
any third party including,but not limited to,any City official,officer,or employee,as a result of
consequence of obtaining or being awarded any agreement.Consultant is aware of and
understands that any such act(s),omission(s)or other conduct resulting in such payment of
money,consideration,or other thing of value will render this Agreement void and of no force or
effect.RS,
Consultant’s Authorized Initi Ws
8.11 Corporate Authority.The persons executing this Agreement on behalf of
the parties hereto warrant that (i)such party is duly organized and existing,(ii)they are duly
authorized to execute and deliver this Agreement on behalf of said party,(iii)by so executing
this Agreement,such party is formally bound to the provisions of this Agreement,and (iv)the
entering into this Agreement does not violate any provision of any other Agreement to which
said party is bound.This Agreement shall be binding upon the heirs,executors,administrators,
successors and assigns of the parties.
[Signatures on the following page.]
01007.0001/692195.3 -10-
IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the
date(s)set forth below with express intent for this Agreement to be effective as of July 1,2020.
CITY:
CITY OF CARSON,a municipal corporation
David Rober tS,freting City Manager
Date:Janvary|,2021
Dece mb ey
Donesia-Gause-Aldana-City-Clerk.7
Joy S IMaVAgoy,Deputy City Clerle
Date:January /G,2021
December
APPROVED AS TO FORM:
ALESHIRE &WYNDER,LLP
y)a
a £v a
Sunny K.Soltani,City Attorney
Date:January,2021
December CONSULTANT:
WILLDAN FINANCIAL SERVICES,a California
corporation
“Name:Gladys Medina
Title:Vice President,Group Manager
Date:January 2’),202
By:
Name:Rebekah Smith
Title:Assistant Secretary
Date:January al 2021
Address:27368 Via Industria,Suite 200
Temecula,CA 92590
01007.0001/692195.3 -l1-
IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the
date(s)set forth below with express intent for this Agreement to be effective as of July 1,2020.
CITY:
CITY OF CARSON,a municipal corporation
Devel Aober FS,Aeting City Manager
Date:January-___,2021
ATTEST:December
Donesia-Gause—Addana,-City-Clerk.
Joy S iIMALaG0 J Deputy City Clerla
Date:January,2021
D ecember-
APPROVED AS TO FORM:
ALESHIRE &WYNDER,LLP
Sunny K.Soltani,City Attorney
Date:January 14 ,2021
December CONSULTANT:
WILLDAN FINANCIAL SERVICES,a California
corporation
seb EZ
“Name:Gladys Medina
Title:Vice President,Group Manager
Date;January &),202
By:
Name:Rebekah Smith
Title:Assistant Secretary
Date:January al 2021
Address:27368 Via Industria,Suite 200
Temecula,CA 92590
01007.0001/692195.3 -1ll-
Two corporate officer signatures required when Consultant is a corporation,with one signature
required from each of the following groups:1)Chairman of the Board,President or any Vice President;and
2)Secretary,any Assistant Secretary,Chief Financial Officer or any Assistant Treasurer.CONSULTANT’S
SIGNATURES SHALL BE DULY NOTARIZED,AND APPROPRIATE ATTESTATIONS SHALL BE
INCLUDED AS MAY BE REQUIRED BY THE BYLAWS,ARTICLES OF INCORPORATION,OR
OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY.
01007.0001/692195.3 -12-
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document.
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On la ],2021 before me,Nancy Cost SapPenatty appeared (-ladys Mel!Or ved to me on
the basis of satisfactory evidence to be the person(s)whose names(s)is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),and that by
his/her/their signature(s)on the instrument the person(s),or the entity upon behalf of which the person(s)acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct. NANCY CASTELLANOS
Notary Public -California
Riverside County
Commission #2217170
My Comm.Expires Oct 7,2021
WITNE
my hand and official s
Signature:
OPTIONAL
Though the data below is not required by law,it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
Cl INDIVIDUAL
C]CORPORATE OFFICER
TITLE OR TYPE OF DOCUMENTTITLE(S)
C]PARTNER(S)[]LIMITED
C]GENERAL NUMBER OF PAGESCc]ATTORNEY-IN-FACT
C]TRUSTEE(S)
Cl GUARDIAN/CONSERVATOR
O OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING:
(NAME OF PERSON(S)OR ENTITY(IES))SIGNER(S)OTHER THAN NAMED ABOVE
01007.0001/692195.3
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signedthedocumenttowhichthiscertificateisattached,and not the truthfulness,accuracy or validity of that document.
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On \La7 ,2021 before me,Nancy Caslellan?sonally appeared Rebelo Seni veg to me onthebasisofsatisfactoryevidencetobethéperson(s)whose names(s)is/are subscribed to the within instrument andacknowledgedtomethathe/she/they executed the same in his/her/their authorized capacity(ies),and that byhis/her/their signature(s)on the instrument the person(s),or the entity upon behalf of which the person(s)acted,executed the instrument.
I certify under PENALTY OF PERJURYunder the laws of the State of California that the foregoing paragraphistrueandcorrect.
WITNESS myhand and 72 aX
Signature:fOeZ 4,Lewd
NANCY CASTELLANOS
Notary Public -CalifornizRiversideCounty
Commission #2217170
My Comm.Expires Oct 7,2021
OPTIONAL
Though the data below is not required by law,it may prove valuable to persons relying on the document and couldpreventfraudulentreattachmentofthisform
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
Cl INDIVIDUAL
C]CORPORATE OFFICER
TITLE OR TYPE OF DOCUMENTTITLE(S)
C]PARTNER(S)[]LIMITED
C]GENERAL NUMBER OF PAGESC]ATTORNEY-IN-FACT
Cl TRUSTEE(S)
C]GUARDIAN/CONSERVATOR
C]OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING:
(NAME OF PERSON(S)OR ENTITY(IES))SIGNER(S)OTHER THAN NAMED ABOVE
01007.0001/692195.3
EXHIBIT “A”
SCOPE OF SERVICES
I.Consultant will perform the following Services:
A.
01007.0001/692195.3
TASK A -ASSESSMENT DISTRICT ADMINISTRATION
1.
N
Prepare an annual levy budget for the districts and calculate the annual
levy amount for each parcel,including principal,interest and
administration costs.
Prepare a financial analysis for each district,taking into account funds
held by the City,fiscal agent,and funds yet to be received from the county,
as well as debt service payments to be made,and administration costs to
be paid to determine any possible annual levy adjustments.
Provide assessment installment information for each parcel,formatted in
the required configuration to the County Auditor/Controller’s Office for
placementon the property tax roll.
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
directly to the property owner of record on behalf of the City.
Provide a toll-free number to field inquiries from City staff,property
owners,and other interested parties regarding assessment proceedings and
annual installments.
Prepare an annual report,which will include a series of schedules,district
summary information,what was applied to the roll for each parcel,broken
down by principal,interest and adjustments;delinquency summary
information;value-to-lien ratios;current debt service and amortization
schedules;and bond call summary.
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.Consultant will obtain
recordation information for prepaid assessments and coordinate the
Release of Lien.
Perform all required bond call spreads and coordinate the early redemption
of outstanding bonds.
A-1
01007.0001/692195.3
10.
Monitor delinquent installment payments in February and May of each
year,and provide reports identifying all delinquent parcels and the
corresponding delinquent installment amounts to the County.
Provide a report to the County Assessor’s office each year,as required by
Revenue and Taxation Code 163.The report will include 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 hard copy format to the
County in January of each year.
TASK B -DELINQUENCY MANAGEMENT SERVICES
Assist the City in complying with its foreclosure covenant by providing a wide
variety of delinquency managementservices that can be tailored to fit the City’s
needs.Authorization from the City will be obtained prior to Consultant
proceeding with the actions items three (3)through seven (7)below:
L
2.
Monitor delinquent tax bill payments in February and June of each year.
Provide delinquency reports to the City in or around February and June,
Send a delinquency reminderletter after the first installment of the tax bill
becomes delinquent.
Send a thirty-day (30)delinquency demand letter after the second
installment of the tax bill becomes delinquent.Each demand letter will
include a brochure that provides answers to Frequently Asked Questions
(FAQs)regarding delinquencies.
Cause the removal of 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.
Send a final twenty-one day (21)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.
Send those parcels whose Special Assessments/Taxes continue to remain
delinquent after twenty-one days (21)from mailing of the foreclosure
letters,to the foreclosure attorney to collect the delinquent Special
Assessments and all applicable penalties,interest fees,and other
authorized costs through the City retained foreclosure counsel.
01007.0001/692195.3
8.Provide,throughout the entire Delinquency Management/foreclosure
process,a toll-free telephone number at Consultant to field inquiries from
staff,parcel owners,lenders,and other interested parties concerning
annual installments and delinquencies.
9,Assist foreclosure counsel to initiate and prosecute judicial foreclosure
proceedings in accordance with bond foreclosure covenants for those
parcels sent to foreclosure.
10.Provide,upon request,payoff quotes for stripped delinquent assessment
installments for all interested parties.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.
Optional Subsequent Foreclosure Services.Once the delinquent
assessments/taxes have been forwarded to judicial foreclosure counsel,Consultant
can provide the following services upon request by the City:
I.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.
Ji Keep the City and foreclosure counsel apprised of special situations
arising of which we becomeaware,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.
a Generally respond to inquiries from City staff and foreclosure counsel
regarding the status of a foreclosure action and other pertinent,relevant
information.
Optional Additional Services.
1.Negotiate,at the City’s discretion and approval,a repayment schedule
(payment plan)to cure the delinquency and avoid initiation of judicial
foreclosure.
TASK C —-OPTIONAL SERVICES:ASSESSMENT APPORTIONMENT
SERVICES
I.Provide apportionment application forms with simple step-by-step
instructions for both the City’s counter person and the property owner.
2 Calculate the amended assessments according to the Original Method of
Spread.
3,Send required notification via certified mail.
4.Prepare all necessary resolutions,certifications,and other documentation
related to the apportionment process.
Ds Prepare an Amended Assessment Diagram and Notice of Amended
Assessment.
6.Record,on behalf of the City,both the Notice of Amended Assessment
and the Amended Assessment Diagram at the County Recorder's Office.
Wewill deliver to the City a conformed copy of the diagram and notice,
together with a comprehensive apportionment report.
II.Consultant will rely on assistance from the City in obtaining the following
information:
A.Information regarding collections,assessments,funds,payments,and/or
prepayments received by the City,Although Consultant will annually research
information regarding land subdivision (as required by the City),it may be
necessary for the City to assist Consultant in obtaining this information.
The annual administrative cost information to be incorporated into the annual levy
each year.
Fund balances held by the City for each district.
Parcel information forthose properties that paid off during the year.
Signed forms required to be submitted to the County for placement of assessments
on the tax roll.
The City acknowledges that Consultant shall be relying upon the accuracy and validity of
the information provided by the City or their designees and that Consultant shall not be
liable for any inaccuracies contained therein.
Ill.As part of the Services,Consultant will prepare and deliver the following tangible
work products to the City:
A.
01007.0001/692195.3
Annual Report for the Dominguez Tech Center Assessment District and the
Sepulveda Boulevard Assessment District
Delinquency reports to be delivered during the months of February and June,
annually.
C.Annual levy budgets and financial analysis for approval for the Dominguez Tech
Center Assessment District and the Sepulveda Boulevard AssessmentDistrict.
IV.All work product is subject to review and acceptance by the City,and must be
revised by the Consultant without additional charge to the City until found
satisfactory and accepted by City.
V.Consultant will utilize the following personnel to accomplish the Services:
A.Gladys Medina,Group Manager
B.Chonney Gano,Project Manager
01007.0001/692195.3
EXHIBIT “B”
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
I.Section 5.2,General Insurance Requirements,is hereby amended and shall now read as
follows (added text is indicated in bold italics and deleted text is indicated in
strikethreush):
“5.2.General Insurance Requirements.
All of the above policies of insurance shall be primary insurance,with the exception of
Worker’s Compensation Insurance and Professional Liability insurance,and shall
namethe City,its elected and appointed officers,employees and agents as additional
insureds.and Aany insurance maintained by City orits officers,employees or agents may
apply in excess of,and not contribute with Consultant’s insurance.The insurer is deemed
hereof to waiveall rights of subrogation and contribution it may have against the City,its
officers,employees and agents and their respective insurers.The insurance policy must
specify that where the primary insured does not satisfy the self-insured retention,any
additional insured maysatisfy the self-insured retention.All of said policies of insurance
shall provide that said insurance may not be amended or cancelled by the insurer or any
party hereto without providing thirty (30)days prior written notice by certified mail
return receipt requested to the City.In the event any of said policies of insurance are
cancelled,the Consultant shall,prior to the cancellation date,submit new evidence of
insurance in conformance with this Section 5.1 to the Contract Officer.No work or
services under this Agreement shall commence until the Consultant has provided the City
with Certificates of Insurance,additional insured endorsement forms or appropriate
insurance binders evidencing the above insurance coverages and said Certificates of
Insurance or binders are approved by the City.City reserves the right to inspect complete,
certified copies of and endorsement to all required insurance policies at any time.Any
failure to comply with the reporting or other provisions of the policies including breaches
or warranties shall not affect coverage provided to City.
The insurance required by this Agreement shall be satisfactory only if issued by
companies qualified to do business in California,rated “A”or better in the most recent
edition of Best Rating Guide,The Key Rating Guide or in the Federal Register,and only
if they are of a financial category Class VII or better,unless such requirementsare
waived by the City’s Risk Manageror other designee of the City due to unique
circumstances.”
01007.0001/692195.3 B-1
EXHIBIT “C”
SCHEDULE OF COMPENSATION
I.Consultant shall perform the following Services at the following rates:
A.TASK A -ASSESSMENT DISTRICT ADMINISTRATION
The fees below reflect application of the services listed in “Exhibit A.”They are
based on the time estimated to be spent over the next three (3)fiscal years,and on
the information provided for two (2)districts,with a total parcel count of 34.As
the work progresses,fees are payable on a semi-annual basis.
‘ASSESSMENT |NUMBER |FY 1920]FY2021 |FY2122 |FY 2023 |SUBTOTALomer|or
.PARCELS:oe
oe ~73]N/A _|$2,882.17 $2,882.17 |$2,882.17|$8,646.51
tech Center
Sepulveda 3 N/A $2,807.95 $2,807.95 $2,807.95 $8,423.85
Boulevard
Continuing N/A $1,100.00 $1,100.00 $1,100.00 $1,100.00 $4,400.00
Disclosure
Report
SUBTOTAL 34 $1,100.00 $6,790.12 $6,790.12 $6,790.12 $21,470.36
=r |PavORTQuote™(Per ParceVPerRequest)ee
2 a no jae:toroe c wnersandlorto the City 2 ae
B.TASK B -DELINQUENCY MANAGEMENT
Per Parcel/Per District Fees:As the services are rendered,the following per
parcel/district fees are invoiced to the City.
ve SERVICES.Se “OER
Delinquency Reminder Letter —$15.00 a
Delinquency Demand Letter $45.00
Foreclosure Letter $65.00
C-1
01007.0001/692195.3
Effect Removal From Tax Roll and Record $125.00
Subsequent Notice of Satisfaction!
Payment Plan $200.00
Subsequent Foreclosure Services $300.00
-Fees PaidDineettyto Consultantby eePAO ee ee
—Demand-d Payot |~1 $50.00
Zero Demand?$50.00
Cc.TASK C -OPTIONAL SERVICES:ASSESSMENT APPORTIONMENT
SERVICES
The Property ownerpays this fee.
Apportionment and Amended Assessment Diagram
Amount of Parcels”:|:aoeBase Fee oe.ae a Per ParcelFee ee
lio4Pacs $1,00000 SS $25.00
5 to 25 Parcels $1,250.00 $20.00
26 or More Parcels $1,500.00 $15.00
Review of Diagram and $650.00 N/A
Spread Only Subsequent Foreclosure Services
Please refer to Delinquency Management Services fee table.
D.REIMBURSABLE EXPENSES
'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 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.
*This fee is waived for the property owner (except for escrow purposes)or for the City.
?This fee is waived for the property owner (except for escrow purposes)or for the City.
01007.0001/692195.3
Subject to the City’s approval,Consultant will be reimbursed for out-of-pocket
expenses upon submitting an invoice pursuant to Section 2.2.Examples of
reimbursable expenses include,but are not limited to:
I.Postage;
2.Travel expenses;
3.Mileage (current prevailing federalrate);
4.Maps;
5.Electronic data furnished from the County and/or other applicable
resources;
6.Construction cost periodicals;and
7.Copying (currently $0.06 per copy)
Any additional expense for reports or from outside services will be billed to the
City and are subject to the City’s approval per section 2.2.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,Consultant may charge
such third party for providing said documents,in accordance with Consultant’s
applicable rate schedule
II.A retention of ten percent (10%)shall be held from each payment as a contract
retention to be paid as a part of the final payment uponsatisfactory completion of
services.
i.Within the budgeted amounts for each Task,and with the approval of the Contract
Officer,funds may be shifted from one Task subbudget to another so long as the
Contract Sum is not exceeded per Section 2.1,unless Additional Services are
approved per Section 2.3.
IV.The City will compensate Consultant for the Services performed upon submission of
a valid invoice,in accordance with Section 2.2.Each invoice is to include:
A.
01007.0001/692195.3
Line items for all the work performed,the number of hours worked,and the
hourly rate.
Line items for all materials and equipment properly charged to the Services.
Line itemsfor all other approved reimbursable expenses claimed,with supporting
documentation.
D.Line items for all approved subcontractor labor,supplies,equipment,materials,
and travel properly charged to the Services.
V.The total compensation for the Services shall not exceed Twenty One Thousand Four
Hundred Seventy Dollars and Thirty Six Cents ($21,470.36)as provided in Section
2.1 of this Agreement.
VI.Consultant’s billing rates for all personnel are attached as Exhibit C-1.
01007.0001/692195.3
EXHIBIT “‘C-1”
BILLING RATES
Additional services may be authorized by the City and billed at the following hourly rates.
The hourly rates are current as of the date of execution of this Agreement and may be
revised or changed by Consultant during the term of the Agreement.Consultant shall
notify the City of any changes or revisions to the hourly rates at least thirty (30)days prior
to charging the City at the revised rate.
Cue Kiawwern OE Dees wi000 sO eee ee
Principal Engineer $200.00
Principal Consultant $200.00
Senior Project Manager $165.00
Project Manager $145.00
Senior Project Analyst $130.00
Senior Analyst $120.00
Analyst $100.00
Analyst Assistant $75.00
Property Owner Services Representative $55.00
Support Staff $50.00
01007.0001/692195.3
EXHIBIT “D”
SCHEDULE OF PERFORMANCE
I.Consultant shall perform all Services timely in accordance with the following
schedule:
A.Annual report for the Dominguez February 28 of each fiscal year within the
Tech Center Assessment District Agreement term
and the Sepulveda Boulevard
AssessmentDistrict
B.Delinquency Reports February 28 &June 30 of each fiscal year
within the Agreement term
iC.Annual levy budgets and financial July 30 of each fiscal year within the
analysis for the Dominquez Tech Agreement term
Center Assessment District and
the Sepulveda Boulevard
Assessment District
II.Consultant shall deliver the following tangible work products to the City by the
following dates.
A.Annual Reports:2/28
B.Delinquency Reports:2/28 and 6/30
G Annual levy budgets and financial analysis:7/30
III.Unless earlier terminated in accordance with Article 7 of this Agreement,this
Agreement shall continue in full force and effect for three (3)years from the date
hereof (the “Term”).
IV.The Contract Officer may approve extensions for performance of the Services in
accordancewith Section 3.2.
01007.0001/692195.3