HomeMy WebLinkAbout05677 - WILLDAN FINANCIAL SERVICES DISTRICT ADMINISTRATION SERVICES Kathie Hart
From: Geoffrey Kiehl
Sent: Tuesday, February 05, 2013 2:05 PM
To: Kathie Hart
Cc: Jay Thompson; Cindy Cairns
Subject: RE: A5677 -Wildan Financial Services (CFD Admin Services)
Kathie —You may close it. We are now using NBS for those services.
Thanks,
Jeff
From: Kathie Hart
Sent: Tuesday, February 05, 2013 9:53 AM
To: Geoffrey Kiehl; Cindy Cairns
Cc: Jay Thompson
Subject: A5677 - Wildan Financial Services (CFD Admin Services)
Jeff:
In reviewing this agreement file, it has been noted the agreement expired June 2012. Will this be extended, or may this
agreement file be close?
Please advise.
Thx!
Kathie Hart, CMC
Chief Deputy City Clerk
City of Palm Springs I'(760)323-8206
3200 E Tahquitz Canyon Way J(760)322-8332
Palm Springs, CA 92262 ®Kathie.Hart DPalmSpringsCA.gq
Please note that City Hall is open 8 a.m. to 6 p.m. Monday throggh Thursday,and closed on Fridays at this time
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AMENDMENT 1 TO CONTRACT SERVICE AGREEMENT
DISTRICT ADMINISTRATION SERVICES
The Agreement, dated June 7, 2011, for District Administration Services, entered between the City
of Palm Springs ("City") and Willdan Financial Services ("WFS") is amended as follows:
1) Exhibit A,"Scope of Services"is amended to include the following additional services:
Task 1: Kick Off to Resolution of Intention
a) Project Kick-off.
Following receipt of the City's authorization to proceed, we will discuss the annexation
process with City staff, and identify additional documents or information that may be needed.
At the City's discretion, this discussion may include the developer/landowner and/or their
representatives. As needed throughout the project, we will coordinate with City staff and
directly with developers, their consultants and other outside agencies involved in the project,
to gather required information for the annexation proceedings.
b) Prepare boundary map for each annexation area.
WFS will prepare the necessary resolution and boundary map for each annexation area to be
included in Community Facilities District (CFD) No 2007-1.
WFS will prepare a boundary map of the proposed area that meets the requirements of the
Community Facilities Act and the City's Policies and Procedures for CFD's. An electronic
copy of the final boundary map will be provided in PDF.
c) Coordinate recordation of the boundary map with the appropriate local official and the
County recorder.
d) Prepare the draft resolution approving the boundary map and the draft resolution of intention.
These resolutions will be adopted at the first City Council meeting required for the annexation
process, and should be reviewed by the City's legal counsel.
Task 2: Resolution of Intention to Public Hearing
a) Prepare Consent and Waiver forms,property owner ballots and Public Hearing resolutions.
WFS will prepare the following documents: consent and waiver forms; ballots; and resolutions
for the Public Hearing.
ORIGINAL BID
AND/OR AGREEMENT
The required noticed publication of Public Hearing in the local newspaper is the
responsibility of the City Clerk
b) Prepare Notice of Special Tax Lien.
Coordinate the recordation of the Notice of Special Tax Lien after successful annexation to
the CFD. The list of parcels included in the annexation area will be provided to the City in the
appropriate format.
Client Responsibilities
WFS will rely on being able to obtain the following information from the City or the developer(s):
• Information regarding current zoning, existing land uses, and proposed property
development, as required.
• As necessary,a copy of the City's Goals and Policies with regard to the formation of CFDs.
• Either electronically or in hard copy, various maps or diagrams of the new development,
improvements, or surrounding properties as needed. These maps and diagrams may include
development boundary maps,general plan maps, improvement plans, zoning maps, assessor
parcel maps, subdivision maps, or related development diagrams.
• As needed, assist with obtaining pertinent development information from the property
owner/developer.
• Review and approve the draft reports and resolutions before the final documents are
prepared for the Council packets. This review is typically performed by the City Attorney.
Requested changes shall be submitted to Willdan in writing.
• The City acknowledges that Willdan shall be relying upon the accuracy of the information
provided by the City, the County and developers and agrees that Willdan shall not be liable
for any inaccuracies contained in such information.
Legal Opinions
In preparing the resolutions, petitions, consent and waiver documents and the notices and ballots,
Willdan will provide our professional expertise. Since we do not practice law, we ask that your City
Counsel review and approve the documents. We will assist your attorney in identifying any pertinent
legal issues.
2) "2.0 Compensation" and "Exhibit C"is amended as follows:
For the additional services rendered pursuant to this addendum, WFS's not-to-exceed contract
amount is Nineteen Thousand Dollars ($19,000). An additional Four Thousand Dollars ($4,000),
Two Thousand Dollars ($2,000) per annexation, to the existing contract amount of Fifteen
Thousand Dollars ($15,000).
3) All other terms and conditions contained in the Agreement shall remain in full force and effect.
Executed this ab ' day of 0a Lr 2011.
WILLDAN CITY S P SP ALM
By: By:
Name: Mark Risco Name: Davi H. Ready
Title: Senior Vice President Title: City Manager
Address: 27368 Via Industria, Suite 110 Address: 3200 East Tahquitz Canyon Way
Temecula, California 92590-3661 Palm Springs, Califomia 92262
ATTEST:
By. APPROVED BY CITY MANAGER
City Clerk
APP, VED AS FORM:
By:
City Attorney
�\�61'1
CITY OF PALM SPRINGS
CONTRACT SERVICE AGREEMENT
DISTRICT ADMINISTRATION SERVICES
THIS CONTRACT SERVICES AGREEMENT (herein "Agreement") is made and entered into this
7'h day of June, 2011 (for fiscal year 2011/2012), by and between the CITY OF PALM SPRINGS, a
municipal corporation, (herein "City') and WILLDAN FINANCIAL SERVICES ("WILLDAN") (herein
"Contractor"). The term Contractor includes professionals performing in a consulting capacity. The parties
hereto agree as follows:
1.0 SERVICES OF CONTRACTOR
1.1 Scope of Services. In compliance with all terms and conditions of this
Agreement, the Contractor shall provide those services specified in the "Scope of Services" attached
hereto as Exhibit"A" and incorporated herein by this reference, which services may be referred to herein
as the "services" or"work" hereunder. As a material inducement to the City entering into this Agreement,
Contractor represents and warrants that Contractor is a provider of professional services and Contractor
is experienced in performing the work and services contemplated herein and, in light of such status and
experience, Contractor covenants that it shall follow highest professional standards in performing the
work and services required hereunder and that all materials will be of good quality, fit for the purpose
intended. For purposes of this Agreement, the phrase "highest professional standards" shall mean those
standards of practice ordinarily practiced by professionals in Contractor's profession.
1.2 Contractor's Proposal. The Scope of Service shall include the Contractor's
proposal or bid which shall be incorporated herein by this reference as though fully set forth herein. In the
event of any inconsistency between the terms of such proposal and this Agreement, the terms of this
Agreement shall govern.
1.3 Compliance with Law. All services rendered hereunder shall be provided in
accordance with all ordinances, resolutions, statutes, rules and regulations of the City and any Federal,
State or local governmental agency having jurisdiction in effect at the time service is rendered.
1.4 Licenses, Permits. Fees and Assessments. Contractor shall obtain at its sole
cost and expense such licenses, permits, and approvals, as may be required by law for the performance
of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees,
assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise
from or are necessary for the Contractor's performance of the services required by this Agreement, and
shall indemnify, defend and hold harmless City against any such fees, assessments, taxes, penalties or
interest levied, assessed or imposed against City hereunder.
1.5 Familiarity with Work. By executing this Contract, Contractor warrants that
Contractor (a) has thoroughly investigated and considered the scope of services to be performed; (b) has
carefully considered how the services should be performed; and (c) fully understands the facilities,
difficulties and restrictions attending performance of the services under this Agreement. If the services
involve work upon any site, Contractor warrants that Contractor has, or will, investigate the site and is or
will be fully acquainted with the conditions there existing, prior to commencement of services hereunder.
Should the Contractor discover any latent or unknown conditions, which will materially affect the
performance of the services hereunder, Contractor shall immediately inform the City of such fact and
shall not proceed except at Contractor's risk until written instructions are received from the Contract
Officer.
1.6 Care of Work. The Contractor shall adopt reasonable methods during the life of the Agreement to
furnish continuous protection to the work, and the equipment, materials, papers, documents, plans,
studies and/or other components thereof to prevent losses or damages, and shall be responsible for all
such damages, to persons or property, until acceptance of the work by City, except such losses or
damages as may be caused by City's own negligence.
Contract Services Agreement with W illdan Financial Services 1
Community Facilities Districts 2005-01 and 2007-1 Administration Services ORIGINAL BID
July 1,2011 (for Fiscal Year 2011/2012) AND/OR AGREEMENT
1.7 Further Responsibilities of Parties. Both parties agree to use reasonable care
and diligence to perform their respective obligations under this Agreement. Both parties agree to act in
good faith to execute all instruments, prepare all documents and take all actions as may be reasonably
necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be
responsible for the service of the other.
1.8 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 Contractor,
incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the time to perform this
Agreement, which said adjustments are subject to the written approval of the Contractor. Any increase in
compensation of up to five percent (5%) of the Contract Sum or$25,000; whichever is less, or in the time
to perform of up to one hundred eighty (180) days may be approved by the Contract Officer. Any greater
increases, taken either separately or cumulatively must be approved by the City Council. It is expressly
understood by Contractor that the provisions of this Section shall not apply to services specifically set
forth in the Scope of Services or reasonably contemplated therein. Contractor hereby acknowledges that
it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly
or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional
compensation therefore.
1.9 Special Reauirements. Additional terms and conditions of this Agreement, if any,
which are made a part hereof are 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 in Exhibit B shall govern.
2.0 COMPENSATION
2.1 Contract Sum. For the services rendered pursuant to this Agreement, the
Contractor 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
Fifteen Thousand Dollars ($15,000.00) (herein Contract Sum), except as provided in Section 1.8. The
method of compensation may include (i) a lump sum payment upon completion, (ii) payment in
accordance with the percentage of completion of the services, (iii) payment for time and materials based
upon the Contractor's rates as specified in the Schedule of Compensation, but not exceeding the
Contract Sum or (iv) such other methods as may be specified in the Schedule of Compensation.
Compensation may include reimbursement for actual and necessary expenditures for reproduction costs,
telephone expense, transportation expense approved by the Contract Officer in advance, and no other
expenses and only if specified in the Schedule of Compensation. The Contract Sum shall include the
attendance of Contractor at all project meetings as set forth in Exhibit C; Contractor shall not be entitled
to any additional compensation for attending said meetings.
2.2 Method of Payment. Provided that Contractor is not in default under the terms of
this Agreement, in any month in which Contractor wishes to receive payment, no later than the tenth
(10ih) day of such month, Contractor shall submit to the City in the form approved by the City's Director of
Finance, an invoice for services rendered prior to the date of the invoice. City shall pay Contractor for all
expenses stated thereon, which are approved by City pursuant to this Agreement no later than the last
working day of the month.
3.0 PERFORMANCE SCHEDULE
3.1 Time of Essence. Time is of the essence in the performance of this Agreement.
Contract Services Agreement with Willdan Financial Services 2
Community Facilities Districts 2005-01 and 2007-1 Administration Services
July 1,2011 (for Fiscal Year 2011/2012)
3.2 Schedule of Performance. Contractor 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," if any, and
incorporated herein by this reference. When requested by the Contractor, extensions to the time
period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer,
but not exceeding one hundred eighty (180) days cumulatively.
3.3 Force Maieure. 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
Contractor, 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 Contractor 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 and if 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 Contractor be entitled to recover damages against the City for
any delay in the performance of this Agreement, however caused, Contractor's sole remedy being
extension of the Agreement pursuant to this Section.
3.4 Term. Unless earlier terminated in accordance with Sections 7.7 and 7.8 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").
4.0 COORDINATION OF WORK
4.1 Representative of Contractor. The following principal of Contractor is hereby
designated as being the principal and representative of Contractor authorized to act in its behalf with
respect to the work specified herein and make all decisions in connection therewith:
Gladys Medina, Principal-in-Charge
It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principal were a substantial inducement for City to enter into this Agreement. Therefore, the
foregoing principal shall be responsible during the term of this Agreement for directing all activities of
Contractor and devoting sufficient time to personally supervise the services hereunder. For purposes of
this Agreement, the foregoing principal may not be replaced, nor may their responsibilities be
substantially reduced by Contractor without the express written approval of City.
4.2 Contract Officer. The Contract Officer shall be such person as may be
designated by the City Manager of City. It shall be the Contractor's responsibility to assure that the
Contract Officer is kept informed of the progress of the performance of the services and the Contractor
shall refer any decisions, which must be made by City to the Contract Officer. Unless otherwise specified
herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The
Contract Officer shall have authority to sign all documents on behalf of the City required hereunder to
carry out the terms of this Agreement.
Contract Services Agreement with Willdan Financial Services 3
Community Facilities Districts 2005-01 and 2007-1 Administration Services
July 1,2011 (for Fiscal Year 2011/2012)
4.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge,
capability, and reputation of Contractor, its principals and employees were a substantial inducement for
the City to enter into this Agreement. Therefore, Contractor shall not contract with any other entity to
perform in whole or in part the services required hereunder without the express written approval of the
City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed,
hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or
otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the
transfer to any person or group of persons acting in concert of more than twenty-five percent (25%) of the
present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In
the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be
void. No approved transfer shall release the Contractor or any surety of Contractor of any liability
hereunder without the express consent of City.
The City's policy is to encourage the awarding of subcontracts to persons or entities with offices
located within the jurisdictional boundaries of the City of Palm Springs and, if none are available, to
persons or entities with offices located in the Coachella Valley ("Local Subcontractors"). Contractor
hereby agrees to use good faith efforts to award subcontracts to Local Subcontractors, if Local
Subcontractors are qualified to perform the work required. In requesting for the City to consent to a
subcontract with a person or entity that is not a Local Subcontractor, the Contractor shall submit evidence
to the City that such good faith efforts have been made or that no Local Subcontractors are qualified to
perform the work. Said good faith efforts may be evidenced by placing advertisements inviting proposals
or by sending requests for proposals to selected Local Subcontractors. The City may consider
Contractor's efforts in determining whether it will consent to a particular subcontractor. Contractor shall
keep evidence of such good faith efforts and copies of all contracts and subcontracts hereunder for the
period specified in Section 6.2.
4.4 Independent Contractor. Neither the City nor any of its employees shall have any
control over the manner, mode or means by which Contractor, its agents or employees, perform the
services required herein, except as otherwise set forth herein. City shall have no voice in the selection,
discharge, supervision, or control of Contractor's employees, servants, representatives, or agents, or in
fixing their number, compensation, or hours of service. Contractor shall perform all services required
herein as an independent contractor of City and shall remain at all times as to City a wholly independent
contractor with only such obligations as are consistent with that role. Contractor 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. City shall
not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or
otherwise or a joint venturer or a member of any joint enterprise with Contractor.
5.0 INSURANCE, INDEMNIFICATION AND BONDS
5.1 Insurance. The Contractor 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:
(a) Commercial General Liability Insurance. A policy of commercial general
liability insurance written on a per occurrence basis with a combined single limit of at least
$1,000,000 bodily injury and property damage including coverages for contractual liability,
personal injury, independent contractors, broad form property damage, products and completed
operations. The Commercial General Liability Policy shall name the City of Palm Springs as
additional insured in accordance with standard ISO additional insured endorsement form
CG2010 (1185)or equivalent language.
(b) Worker's Compensation Insurance. A policy of worker's compensation
insurance in an amount which fully complies with the statutory requirements of the State of
California and which includes$1,000,000 employer's liability.
Contract Services Agreement with Willdan Financial Services 4
Community Facilities Districts 2005-01 and 2007-1 Administration Services
July 1,2011 (for Fiscal Year 2011/2012)
(c) Business Automobile Insurance. A policy of business automobile liability
insurance written on a per occurrence basis with a single limit liability in the amount of
$1,000,000 bodily and property damage. Said policy shall include coverage for owned,
non-owned, leased, and hired cars.
(d) Additional Insurance. Additional limits and coverages, which may include
professional liability insurance,will be specified in"Exhibit B."
All of the above policies of insurance shall be primary insurance and issued by companies whose
rating satisfies the requirements in Section 5.4 of this agreement. The insurer shall waive all rights of
subrogation and contribution it may have against the City, its officers, employees and agents, and their
respective insurers. In the event any of said policies of insurance are canceled, the Contractor 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 Contractor has
provided the City with Certificates of Insurance, endorsements or appropriate insurance binders
evidencing the above insurance coverages and said Certificates of Insurance, endorsements, or binders
are approved by the City.
The contractor agrees that the provisions of this Section 5.1 shall not be construed as limiting in
any way the extent to which the Contractor may be held responsible for the payment of damages to any
persons or property resulting from the Contractor's activities or the activities of any person or person for
which the Contractor is otherwise responsible.
In the event the Contractor subcontracts any portion of the work in compliance with Section 4.3 of
this Agreement the contract between the Contractor and such subcontractor shall require the
subcontractor to maintain the same polices of insurance that the Contractor is required to maintain
pursuant to this Section.
5.2 Indemnification. Contractor agrees to indemnify the City, its officers, agents and
employees against, and will hold and save them, and each of them, harmless from any and all actions,
suits, claims, damages, losses, costs, penalties, obligations, errors, omissions or liabilities (herein "claims
or liabilities") resulting from injuries to persons or damages to property 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 activities of Contractor, its agents, employees, subcontractors, or invitees, provided for
herein, or arising from the negligent acts or omissions of Contractor hereunder, or arising from
Contractor's negligent performance of or failure to perform any term, provision, covenant or condition of
this Agreement, whether or not there is concurrent passive or active negligence on the part of the City, its
officers, agents or employees but excluding such claims or liabilities arising from the sole negligence or
willful misconduct of the City, its officers, agents or employees, who are directly responsible to the City,
and in connection therewith:
(a) Contractor will defend any action or actions filed in connection with any of
said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys'
fees incurred in connection therewith that may be asserted or claimed by any person, firm, or
entity to the extent caused by the negligent activities of Contractor its agents or employees
hereunder, excepting only liabilities due to the sole active negligence or willful misconduct of the
CITY, its agents or employees;
(b) Contractor will promptly pay any judgment rendered against the City, its
officers, agents or employees for any such claims or liabilities arising out of or in connection with
the negligent performance of or failure to perform such work, operations or activities of
Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents, and
employees harmless therefrom;
Contract Services Agreement with Willdan Financial Services 5
Community Facilities Districts 2005-01 and 2007-1 Administration Services
July 1,2011 (for Fiscal Year 2011/2012)
(c) In the event the City, its officers, agents or employees are made a party to
any action or proceeding filed or prosecuted against Contractor for such damages or other
claims arising out of or in connection with the negligent performance of or failure to perform the
work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its
officers, agents or employees, any and all costs and expenses incurred by the City, its officers,
agents or employees in such action or proceeding, including but not limited to, legal costs and
attorneys' fees.
5.3 Sufficiency of Insurer or Surety. Insurance or bonds 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's Key Rating Guide or in the Federal Register, unless such
requirements are waived by the City Manager or designee of the City Manager due to unique
circumstances. In the event the City Manager determines that the work or services to be performed under
this Agreement create an increased or decreased risk of loss to the City, the Contractor agrees that the
minimum limits of the insurance policies and the performance bond required by this Section 5 may be
changed accordingly upon receipt of written notice from the City Manager or designee; provided that the
Contractor shall have the right to appeal a determination of increased coverage by the City Manager to
the City Council of City within ten (10) days of receipt of notice from the City Manager.
6.0 REPORTS AND RECORDS
6.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer
such reports concerning the performance of the services required by this Agreement as the Contract
Officer shall require. Contractor hereby acknowledges that the City is greatly concerned about the cost of
work and services to be performed pursuant to this Agreement. For this reason, Contractor agrees that if
Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially
increase or decrease the cost of the work or services contemplated herein or, if Contractor is providing
design services, the cost of the project being designed, Contractor shall promptly notify the Contract
Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost
related thereto and, if Contractor is providing design services, the estimated increased or decreased cost
estimate for the project being designed.
6.2 Records. Contractor shall keep, and require subcontractors to keep, such 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. 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. Such records shall be
maintained for a period of three (3) years following completion of the services hereunder, and the City
shall have access to such records in the event any audit is required.
6.3 Ownership of Documents. All drawings, specifications, reports, records,
documents and other materials prepared by Contractor, its employees, subcontractors and agents, solely
in the performance of this Agreement shall be the property of City and shall be delivered to City upon
request of the Contract Officer or upon the termination of this Agreement. Contractor shall have no claim
for further employment or additional compensation as a result of the exercise by City of its full rights of
ownership of the documents and materials hereunder. Any use of such completed documents for other
projects and/or use of uncompleted documents without specific written authorization by the Contractor
will be at the City's sole risk and without liability to Contractor, and the City shall indemnify the Contractor
for all damages resulting therefrom. Contractor may retain copies of such documents for its own use.
Contractor shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall
provide for assignment to City any documents or materials prepared by them, and in the event Contractor
fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom.
Contract Services Agreement with W illdan Financial Services 6
Community Facilities Districts 2005-01 and 2007-1 Administration Services
July 1,2011 (for Fiscal Year 2011/2012)
6.4 Release of Documents. The drawings, specifications, reports, records,
documents and other materials prepared by Contractor in the performance of services under this
Agreement shall not be released publicly without the prior written approval of the Contract Officer.
7.0 ENFORCEMENT OF AGREEMENT
7.1 California Law. This Agreement shall be construed and interpreted 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 of or in relation to this Agreement shall be
instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate
court in such county. Contractor covenants and agrees to submit to the personal jurisdiction of such court
in the event of such action.
7.2 Dis utes. In the event of any dispute arising under this Agreement, the injured
party shall notify the injuring party, in writing, of its contentions by submitting a claim therefor.The injured
party shall continue performing its obligations hereunder so long as the injuring party commences to cure
such default within ten (10) days of service of such notice and completes the cure of such default within
forty-five (45) days after service of the notice, or such longer period as may be permitted by the injured
party; provided that if the default is an immediate danger to the health, safety and general welfare, such
immediate action may be necessary. Compliance with the provisions of this Section shall be a condition
precedent to termination of this Agreement for cause and to any legal action, and such compliance shall
not be a waiver of any party's right to take legal action in the event that the dispute is not cured, provided
that nothing herein shall limit City's or the Contractor's right to terminate this Agreement without cause
pursuant to Section 7.8.
7.3 Retention of Funds. Contractor hereby authorizes City to deduct from any
amount payable to Contractor(whether or not arising out of this Agreement) (i) any amounts the payment
of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs,
liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by
reason of Contractor's acts or omissions in performing or failing to perform Contractor's obligation under
this Agreement. In the event that any claim is made by a third party, the amount or validity of which is
disputed by Contractor, or any indebtedness shall exist which shall appear to be the basis for a claim of
lien, City may withhold from any payment due, without liability for interest because of such withholding,
an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold
shall not, however, affect the obligations of the Contractor to insure, indemnify, and protect City as
elsewhere provided herein.
7.4 Waiver. No delay or omission in the exercise of any right or remedy by a 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 parry's consent to or approval of any subsequent act.
Any waiver by either parry of any default must be in writing and shall not be a waiver of any other default
concerning the same or any other provision of this Agreement.
7.5 Rights and Remedies are Cumulative. 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 other party.
7.6 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.
Contract Services Agreement with W illdan Financial Services 7
Community Facilities Districts 2005-01 and 2007-1 Administration Services
July 1,2011 (for Fiscal Year 2011/2012)
7.7 Termination Prior to Expiration Of Term. This Section shall govern any
termination of this Agreement except as specifically provided in the following Section for termination for
cause. The City reserves the right to terminate this Agreement at any time, with or without cause, upon
ten (10) days written notice to Contractor, except that where termination is due to the fault of the
Contractor, the period of notice may be such shorter time as may be determined by the Contract Officer.
In addition, the Contractor reserves the right to terminate this Agreement at any time, with or without
cause, upon thirty (30) days' written notice to City, except that where termination is due to the fault of the
City, the period of notice may be such shorter time as the Contractor may determine. Upon receipt of any
notice of termination, Contractor shall immediately cease all services hereunder except as may be
specifically approved by the Contract Officer. Except where the Contractor has initiated termination, the
Contractor shall be entitled to compensation for all services rendered prior to the effective date of the
notice of termination and for any services authorized by the Contract Officer thereafter in accordance with
the Schedule of Compensation or as may be approved by the Contract Officer, except as provided in
Section 7.3. In the event the Contractor has initiated termination, the Contractor shall be entitled to
compensation only for the reasonable value of the work product actually produced hereunder. 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.
7.8 Termination for Default of Contractor. If termination is due to the failure of the
Contractor 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
Contractor 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 Contractor for the purpose
of set-off or partial payment of the amounts owed the City as previously stated.
7.9 Attorneys' Fees. If either party to this Agreement is required to initiate or defend
or made a parry 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 may be granted, whether legal or
equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on
any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable
costs for investigating such action, taking depositions and discovery and all other necessary costs the
court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on
commencement of such action and shall be enforceable whether or not such action is prosecuted to
judgment.
8.0 CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liability of City Officers and Employees. No officer or employee of the City
shall be personally liable to the Contractor, 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 Contractor or to its successor, or for
breach of any obligation of the terms of this Agreement.
8.2 Conflict of Interest. No officer or employee of the City shall have any financial
interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any
decision relating to the Agreement which effects his financial interest or the financial interest of any
corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any
State statute or regulation. The Contractor warrants that it has not paid or given and will not pay or give
any third party any money or other consideration for obtaining this Agreement.
Contract Services Agreement with Willdan Financial Services 8
Community Facilities Districts 2005-01 and 2007-1 Administration Services
July 1,2011 (for Fiscal Year 2011/2012)
8.3 Covenant Against Discrimination. Contractor 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, marital status, national origin, or ancestry in the performance of this Agreement. Contractor
shall take affirmative action to insure that applicants are employed and that employees are treated during
employment without regard to their race, color, creed, religion, sex, marital status, national origin, or
ancestry.
9.0 MISCELLANEOUS PROVISIONS
9.1 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 person shall be in
writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City
Manager and to the attention of the Contract Officer, CITY OF PALM SPRINGS, P.O. Box 2743, Palm
Springs, California 92263. Wildan Financial Services, Attn: Mark J. Risco, 27368 Via
Industria, Ste 110, Temecula, CA 92590. Either party may change its address by
notifying the other party of the change of address in writing. 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.
9.2 Interpretation. The terms of this Agreement shall be construed in accordance
with the meaning of the language used and shalt not be construed for or against either party by reason of
the authorship of this Agreement or any other rule of construction which might otherwise apply.
9.3 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 instrument in writing.
9.4 Severability. In the event that anyone or more of the phrases, sentences,
clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable
by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforoeability shall
not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections 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.
9.5 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.
[SIGNATURE BLOCK ON NEXT PAGE)
Contract Services Agreement with W illdan Financial Services 9
Community Facilities Districts 2005-01 and 2007-1 Administration Services
July 1,2011 (for Fiscal Year 2011/2012)
IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first
written above
CITY OF PALM SPRINGS
ATTEST: A Municipal Corporation
B :
City Clerk City Manager �/
PPROVED AS TO FORM: �r'
By�/�1 APPROVED BY CITY MANAGER
rCity Attorney nlf �I�I00o A5bY1
CONTRACTOR: Ch ndiA _Partnership X Corporation
By: By: J / t
Name: Mark J. Risco Name: Roy Gill
Title: Senior Vice President Title: Corporate Secretary
(This Agreement must be signed in the above space by (This Agreement must be signed in the above space by
one of the following: Chairman of the Board, President,or one of the following: Secretary, Chief Financial Officer,or
any Vice President.) any Assistant Treasurer.)
State of California State of California
County of Riverside County of Orange
On 617/11, before me, Rebekah Smith, Notary Public On_before me, Notary Public,
personally appeared Mark J. Risco personally appeared Roy Gill
who proved to me on the basis of satisfactory evidence to who proved to me on the basis of satisfactory evidence to
be the person(&) whose name(&) is/mra subscribed to the be the person(&) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that within instrument and acknowledged to me that
he/sheAHey executed the same in his/herAheir authorized he/sheAkey executed the same in hW49 A+teir authorized
capacity(ies), and that by hislhw4hek signature(&) on the capacity(ies), and that by his/herAhek signature(s) on the
instrument the person(&), or the entity upon behalf of instrument the person(&), or the entity upon behalf of
which the person(&)acted,executed the instrument. which the person(s)acted,executed the instrument.
I certify under PENALTY OF PERJURY, under the laws of I certify under PENALTY OF PERJURY, under the laws of
the State of California,that the foregoing paragraph is true the State of California,that the foregoing paragraph is true
and correct. and correct.
WITNESS my hand and official seal. WITNESS my hand and official seal.
Notary Signature S Notary Signature:
Notary Seal: Notary Seal:
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CHRIST NE L.HAIlVBS D REBEKAH LEE SMITH Q COMM#1791419 m
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Contract Services Agreement with Willdan Financial Services 10
Community Facilities Districts 2005-01 and 2007-1 Administration Services
July 1,2011 (for Fiscal Year 2011/2012)
EXHIBIT "A"
SCOPE OF WORK
004 District Administration
The following is our proposed scope of services for the City of Palm Springs' Community Facilities District
(CFD) administration. All costs associated with CFD annual administration are fully recoverable, either
through the special tax levy or payment by requestor for special services. W illdan will:
1. Maintain and periodically update an electronic database containing parcel basis data and annual
special tax levy amounts by Assessor's Parcel Number.
2. Prepare an annual special tax report.This report will include:
• The identification of CFD administrative cost items eligible for recovery by the City;
• Review of fund balances to identify any surplus funds;
• Delinquency summaries; and
• A cover letter to the report shall provide related recommendations or issues, if any. The cover
letter is not intended to be a component of the report.
3. Annually calculate and apportion the special taxes, as specified in the Rate and Method of
Apportionment of Special Tax.
4. Prepare, if requested, an annual resolution that establishes the budget for the fiscal year and
application of the special tax to be submitted to the County, including the special tax summary for the
fiscal year.
5. Provide special tax levies for each parcel by Assessor's Parcel Number to the County of Riverside
Auditor/Controller's Office in the media, format, and configuration required by the County for
placement on the annual property tax roll.
6. Research parcel exceptions provided by the County and, if possible, resubmit installment amounts
that are unapplied. Willdan will, on behalf of the City of Palm Springs, manually invoice special tax
installments that cannot be collected on the County property tax roll.
7. Provide a toll-free number to field inquiries from City staff, property owners, and other interested
parties regarding special tax installments and related information.
8. Prepare an Annual Report summarizing the fiscal year. This report shall include:
• Fiscal year summary; • Charge Detail Report, and
• Delinquency summaries; • A cover letter to the report shall provide
related recommendations or issues, if any.
• Budget worksheet; This cover letter is not intended to be a
component of the report.
• Handbill summary;
Contract Services Agreement with W illdan Financial Services 11
Community Facilities Districts 2005-01 and 2007-1 Administration Services
July 1,2011 (for Fiscal Year2011/2012)
9. Monitor delinquencies each February and May, and submit periodic reports to the City of Palm
Springs.
10. Assist the City, as requested, with the filing of an annual report with the Council, as required by the
California Government Code, Section 50075.3 (a) and (b), as amended.
11. Prepare"Notice of Special Tax"as required by the California Government Code, Sections 53340.2(b)
and 53341.5, as amended. The fee for this service is $15 per notice and is to be paid by the
requestor.
Willdan will rely on being able to obtain the following information from the City of Palm Springs:
• Assist Willdan in obtaining parcel information. Although Willdan will annually research information
regarding land subdivision and issuance of building permits (as required by the City of Palm Springs),
the City's assistance may still be required;
• Information regarding collections, assessments, district fund balances, and payments received by the
City;
• The budget summary for the district to be incorporated into the annual resolution or district report
establishing the budget; and
• Information pertaining to annexations including, but not limited to, boundary maps, electronic parcel
listings, development plans, and tentative maps.
The City of Palm Springs acknowledges that Willdan shall be relying upon the accuracy of the information
provided by the City or their designees and that Willdan shall not be liable for any inaccuracies contained
therein.
CONTRACTOR'S QUALIFICATIONS
Willdan is one of the largest public-sector financial consulting firms in the United States with corporate
headquarters in California and regional offices throughout the country. Since 1988, we have helped over
800 public agencies and nonprofit organizations successfully address a broad range of financial
challenges. Willdan assists local agencies with arbitrage rebate, municipal disclosure, and special district
administration. The firm currently has a staff of over 60 dedicated professionals, with the range of
expertise necessary to provide high-quality service to all our clients.
Contract Services Agreement with Willdan Financial Services 12
Community Facilities Districts 2005-01 and 2007-1 Administration Services
July 1,2011 (for Fiscal Year 2011/2012)
KIM o - •
Contractor proposes to assign the following key staff in the performance of this project:
Ms. Gladys Medina will serve as the principal-in-charge for all special district administration services. She
is presently group manager for the entire District Administration Services group ("DAS") and has been
with Willdan for over ten years. Ms. Medina has years of experience acting as manager on a vast number
of projects for Willdan. In fact, she has been responsible for the administration of Local Improvement
Districts, Landscaping and Lighting Districts, and Community Facilities Districts, as well as standby
charges, water availability, and sewer/ refuse programs. Her technical expertise is invaluable to clients
and analysts alike; and her proficiency in techniques involving, administration, analysis for bond
refunding purposes, apportionment of assessment liens, and delinquency management is substantial. As
such, she will provide her expertise to ensure that the project proceeds according to schedule and is
managed in line with the City's expectations.
Ms. Medina is affiliated with such organizations as California Society of Municipal Finance Officers
(CSMFO), and the Municipal Management Association of Southern California(MMASC).
Ms. Medina holds a Masters of Business Administration from the University of Redlands; plus a Bachelor
of Science in Business Administration from San Diego State University, with an emphasis in Accounting.
Ms.Josephine Perez-Moses is a project manager of the Inland Empire region of the DAS group. She has
been with Willdan for over nine years and has experience in the maintenance of special district
databases, preparation of annual special taxes, calculation of special tax prepayments, district analysis
for refunding purposes, preparation of bond calls, balloting and noticing, as well as the preparation of
annual Engineer's Reports.
She is responsible for overseeing five analysts in administering Mello-Roos Community Facilities
Districts, 1972 Act Landscape and Lighting Districts and 1915 Act Local Improvement Districts in
Southern California. Ms. Perez-Moses and her team provide annual levy, bond fund administration,
payoff computations, and delinquency management for 328 districts involving over 620,000 parcels.
Ms. Perez-Moses is affiliated with such organizations as CSMFO and the MMASC.
Ms. Perez-Moses holds a Bachelor of Science in Mathematical Sciences from the University of California
at Santa Barbara.
Contract Services Agreement with Willdan Financial Services 13
Community Facilities Districts 2005-01 and 2007-1 Administration Services
July 1,2011 (for Fiscal Year 2011/2012)
EXHIBIT "B"
SPECIAL REQUIREMENTS
1. Section 5.2(a) is hereby modified to read as follows:
(a) Contractor will defend any action or actions filed in connection with any of said claims
or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in
connection therewith that may be asserted or claimed by any person, firm, or entity to the extent caused
by the negligent activities of Contractor, its agents or employees hereunder, excepting only liabilities due
to the active negligence or willful misconduct of the CITY, its agents or employees;
2. Except as expressly provided herein, all other terms and conditions of the Agreement
shall remain in full force and effect.
Contract Services Agreement with Willdan Financial Services 14
Community Facilities Districts 2005-01 and 2007-1 Administration Services
July 1,2011 (for Fiscal Year 2011/2012)
EXHIBIT "C"
SCHEDULE OF COMPENSATION
DistrictCommunit Facilities
The fees below reflect the completion of the tasks outlined in the scope of services. These fees and rates
are subject to increase, which will not exceed the most recent annual change in the Consumer Price
Index (CPI) within the applicable areas, as calculated by the United States Department of Labor.
District
Community Facilities $ 4,000 (Base Fee)
District 2005-1 (') 1.50 (Per Parcel)
Community Facilities $ 2,000 (Base Fee)
District 2007-1 (2) 1.50 (Per Parcel)
The total not-to-exceed price to complete this project is fifteen thousand dollars ($15,000) (hereinafter
"Contract Sum"). This price includes all direct expenses required to complete the project. In no event
shall Contractor's billing exceed the Contract Sum without prior written authorization by the City.
The above amount reflects the base fee for fiscal year 2006/2007, with the first CPI increase effective
July 1, 2007.
(2) The above amount reflects the base fee for fiscal year 2009/2010, with the first CPI increase effective
July 1, 2009.
R010104irs0blpe -
Willdan will be reimbursed for out-of-pocket expenses. Examples of reimbursable expenses include, but
are not limited to: postage, travel expenses, mileage (currently 510 per mile), maps, electronic data
provided from the County and/or other applicable resources, and copying (currently 62 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 below). In the event that a
thins party requests any documents from Wilidan, Willdan may charge such third party for providing such
documents in accordance with Wilidan's applicable rate schedule.
. .
Additional services may be authorized by the City and will be billed at our then-current hourly consulting
rates below:
Title Hourly Rate
Group Manager $ 210
Principal Consultant 200
Senior Project Manager 165
Project Manager 145
Senior Analyst 120
Analyst 100
Analyst Assistant 75
Property Owner Services Representative 55
Support Staff 50
Contract Services Agreement with Willdan Financial Services 15
Community Facilities Districts 2005-01 and 2007-1 Administration Services
July 1,2011 (for Fiscal Year 2011/2012)
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
JULY 1, 2011 (FOR FISCAL YEAR 2011/2012)
Time is of the essence of this agreement. CONTRACTOR shall perform all services hereunder as
expeditiously as is consistent with professional skill and care, as well as the orderly progress of the
Project work so as not to be the cause, in whole or in part, of delays in the completion of the Project or in
the achievement of any Project milestones, as provided herein. Specifically, CONTRACTOR shall
perform its Services so as to allow for the full and adequate completion of the Project within three
hundred and sixty-five (365) days of receipt of a notice to proceed. If at any time it appears that the
project cannot be completed by the date specified, CONTRACTOR shall notify CITY of that fact and
provide an estimate of the time when the project will be completed. If CONTRACTOR has been the sole
source of delay, and if completion of the project would be expedited by use of other or additional
consulting services, CITY may use the retained amounts for the purpose and shall be relieved of paying
such retention to CONTRACTOR. If the CONTRACTOR's work is not satisfactory, CITY has the right to
take appropriate action, including but not limited to: (1) meeting with the CONTRACTOR to review the
quality of the work and resolve matters of concern; (2) requiring the CONTRACTOR to perform the work
at no additional fee until it is satisfactory; (3) suspending the delivery of further work to the
CONTRACTOR for an indefinite time; (4) withholding payment; or (5) terminating the Agreement as set
forth in Section 7.8.
Contract Services Agreement with Willdan Financial Services 16
Community Facilities Districts 2005-01 and 2007-1 Administration Services
July 1,2011 (for Fiscal Year 2011/2012)
CITY OF PALM SPRINGS
CONTRACT SERVICE AGREEMENT
DISTRICT ADMINISTRATION SERVICES
THIS CONTRACT SERVICES AGREEMENT (herein "Agreement") is made and entered into this
' Iay of ft\(6V2010 (for fiscal year 2010/2011), by and between the CITY OF PALM SPRINGS, a
municipal corporation, (herein "City') and WILLDAN FINANCIAL SERVICES ("WILLDAN") (hereon
"Contractor"). The term Contractor includes professionals performing in a consulting capacity. The parties
hereto agree as follows:
1.0 SERVICES OF CONTRACTOR
1.1 Scope of Services. In compliance with all terms and conditions of this
Agreement, the Contractor shall provide those services specified in the "Scope of Services" attached
hereto as Exhibit "A" and incorporated herein by this reference, which services may be referred to herein
as the "services" or"work" hereunder. As a material Inducement to the City entering into this Agreement,
Contractor represents and warrants that Contractor Is a provider of professional services and Contractor
is experienced in performing the work and services contemplated herein and, in light of such status and
experience, Contractor covenants that it shall follow highest professional standards in performing the
work and services required hereunder and that all materials will be of good quality, fit for the purpose
intended. For purposes of this Agreement, the phrase "highest professional standards" shall mean those
standards of practice ordinarily practiced by professionals in Contractor's profession.
1.2 Contractor's Proposal. The Scope of Service shall include the Contractor's
proposal or bid which shall be incorporated herein by this reference as though fully set forth herein. In the
event of any inconsistency between the terms of such proposal and this Agreement, the terms of this
Agreement shall govern.
1.3 Compliance with Law. All services rendered hereunder shall be provided in
accordance with all ordinances, resolutions, statutes, rules and regulations of the City and any Federal,
State or local governmental agency having jurisdiction In effect at the time service is rendered.
1.4 Licenses Permits Fees and Assessments. Contractor shall obtain at its sole
cost and expense such licenses, permits and approvals as may be required by law for the performance of
the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees,
assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise
from or are necessary for the Contractor's performance of the services required by this Agreement, and
shall indemnify, defend and hold harmless City against any such fees, assessments, taxes, penalties or
interest levied, assessed or imposed against City hereunder.
1_5 Familiarity with Work. By executing this Contract, Contractor warrants that
Contractor (a) has thoroughly investigated and considered the scope of services to be performed; (b) has
carefully considered how the services should be performed; and (c) fully understands the facilities,
difficulties and restrictions attending performance of the services under this Agreement. If the services
involve work upon any site, Contractor warrants that Contractor has, or will, investigate the site and is or
will be fully acquainted with the conditions there existing, prior to commencement of services hereunder.
Should the Contractor discover any latent or unknown conditions, which will materially affect the
performance of the services hereunder, Contractor shall immediately inform the City of such fact and
shall not proceed except at Contractor's risk until written instructions are received from the Contract
Officer.
1.6 Care of Work. The Contractor shall adopt reasonable methods during the life of the Agreement to
furnish continuous protection to the work, and the equipment, materials, papers, documents, plans,
studies and/or other components thereof to prevent losses or damages, and shall be responsible for all
such damages, to persons or property, until acceptance of the work by City, except such losses or
damages as may be caused by City's own negligence.
Contract Services Agreement with Willdan Financial Services _ 1
Community Facilities Districts 2005-01 and 2007-1 Administration Services '
July 1,2010 (for Fiscal Year 2010/2011) i M .-
1.7 Further Responsibilities of Parties. Both parties agree to use reasonable care
and diligence to perform their respective obligations Bander this Agreement. Both parties agree to act in
good faith to execute all instruments, prepare all documents and take all actions as may be reasonably
necessary to carry out the purposes of this Agreement. unless hereafter specified, neither party shall be
responsible for the service of the other.
1.8 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 Contractor,
incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the time to perform this
Agreement, which said adjustments are subject to the written approval of the Contractor Any increase in
compensation of up to five percent (5%) of the Contract Sum or$25,000; whichever is less, or in the time
to perform of up to one hundred eighty (180) days may be approved by the Contract Officer. Any greater
increases, taken either separately or cumulatively must be approved by the City Council. It is expressly
understood by Contractor that the provisions of this Section shall not apply to services specifically set
forth in the Scope of Services or reasonably contemplated therein. Contractor hereby acknowledges that
it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly
or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional
compensation therefore.
1.9 Special Requirements. Additional terms and conditions of this Agreement, if any,
which are made a part hereof are 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 in Exhibit B shall govern.
2,0 COMPENSATION
2.1 Contract Sum. For the services rendered pursuant to this Agreement, the
Contractor 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
Fifteen Thousand Dollars ($15,000.00) (herein Contract Sum), except as provided in Section 1.8. The
method of compensation may include (i) a lump sum payment upon completion, (ii) payment in
accordance with the percentage of completion of the services, (iii) payment for time and materials based
upon the Contractor's rates as specified In the Schedule of Compensation, but not exceeding the
Contract Sum or (iv) such other methods as may be specified In the Schedule of Compensation.
Compensation may include reimbursement for actual and necessary expenditures for reproduction costs,
telephone expense, transportation expense approved by the Contract Officer in advance, and no other
expenses and only if specified In the Schedule of Compensation. The Contract Sum shall include the
attendance of Contractor at all project meetings as set forth In Exhibit C; Contractor shall not be entitled
to any additional compensation for attending said meetings.
2.2 Method of Payment. Provided that Contractor is not in default under the terms of
this Agreement, in any month in which Contractor wishes to receive payment, no later than the tenth
(101h) day of such month, Contractor shall submit to the City in the form approved by the City's Director of
Finance, an invoice for services rendered prior to the date of the invoice. City shall pay Contractor for all
expenses stated thereon, which are approved by City pursuant to this Agreement no later than the last
working day of the month.
3.0 PERFORMANCE SCHEDULE
3.1 Time of Essence. Time is of the essence in the performance of this Agreement.
Contract Services Agreement with Willdan Financial Services 2
Community Facilities Districts 2005-01 and 2007-1 Administration Services
July 1,2010 (for Fiscal Year 2010/2011)
3.2 Schedule of Performance. Contractor 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," if any, and
incorporated herein by this reference. When requested by the Contractor, extensions to the time
period(s) specified In the Schedule of Performance may be approved in writing by the Contract Officer,
but not exceeding one hundred eighty(18O) 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
Contractor, 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 Contractor 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 and If 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 Contractor be entitled to recover damages against the Cltyfor
any delay in the performance of this Agreement, however caused, Contractor's sole remedy being
extension of the Agreement pursuant to this Section.
3A Term. Unless earlier terminated in accordance with Sections 7.7 and 7.8 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").
4.0 COORDINATION OF WORK
4.1 Representative of Contractor. The following principal of Contractor is hereby
designated as being the principal and representative of Contractor authorized to act in its behalf with
respect to the work specified herein and make all decisions in connection therewith:
Gladys Medina, Principal-in-Charge
It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principal were a substantial inducement for City to enter into this Agreement. Therefore, the
foregoing principal shall be responsible during the term of this Agreement for directing all activities or
Contractor and devoting sufficient time to personally supervise the services hereunder. For purposes or
this Agreement, the foregoing principal may not be replaced, nor may their responsibilities be
substantially reduced by Contractor without the express written approval of City.
4.2 Contract Officer. The Contract Officer shall be such person as may be
designated by the City Manager of City. It shall be the Contractor's responsibility to assure that the
Contract Officer is kept informed of the progress of the performance of the services and the Contractor
shall refer any decisions,which must be made by City to the Contract Officer. Unless otherwise specified
herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The
Contract Officer shall have authority to sign all documents on behalf of the City required hereunder to
carry out the terms of this Agreement.
Contract Services Agreement with Willdan Financial Services 3
Community Facilities Districts 2005-01 and 2007-1 Administration Services
July 1,2010 (for Fiscal Year2010/2011)
4.3 Prohibition Aqainst Subcontracting or Assignment. The experience, knowledge,
capability and reputation of Contractor, its principals and employees were a substantial inducement for
the City to enter into this Agreement. Therefore, Contractor shall not contract with any other entity to
perform in whole or in part the services required hereunder without the express written approval of the
City. In addition, neither this Agreement nor any Interest herein may be transferred, assigned, conveyed,
hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or
otherwise, without the prior written approval of City Transfers restricted hereunder shall include the
transfer to any person or group of persons acting in concert of more than twenty-five percent (25%) of the
present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In
the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be
void. No approved transfer shall release the Contractor or any surety of Contractor of any liability
hereunder without the express consent of City.
The City's policy is to encourage the awarding of subcontracts to persons or entities with offices
located within the jurisdictional boundaries of the City of Palm Springs and, if none are available, to
persons or entities with offices located in the Coachella Valley ("Local Subcontractors"). Contractor
hereby agrees to use good faith efforts to award subcontracts to Local Subcontractors, if Local
Subcontractors are qualified to perform the work required. In requesting for the City to consent to a
subcontract with a person or entity that is not a Local Subcontractor, the Contractor shall submit evidence
to the City that such good faith efforts have been made or that no Local Subcontractors are qualified to
perform the work, Said good faith efforts may be evidenced by placing advertisements inviting proposals
or by sending requests for proposals to selected Local Subcontractors. The City may consider
Contractor's efforts in determining whether it will consent to a particular Subcontractor. Contractor shall
keep evidence of such good faith efforts and copies of all contracts and subcontracts hereunder for the
period specified in Section 6.2.
4.4 Independent Contractor. Neither the City nor any of its employees shall have any
control over the manner, mode or means by which Contractor, its agents or employees, perform the
services required herein, except as otherwise set forth herein. City shall have no voice in the selection,
discharge, supervision or control of Contractor's employees, servants, representatives or agents, or in
fixing their number, compensation or hours of service. Contractor shall perform all services required
herein as an independent contractor of City and shall remain at all times as to City a wholly independent
contractor with only such obligations as are consistent with that role. Contractor 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. City shall
not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or
otherwise or a joint venturer or a member of any joint enterprise with Contractor.
5.0 INSURANCE, INDEMNIFICATION AND BONDS
5.1 Insurance. The Contractor 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:
(a) Commercial General Liability insurance. A policy of commercial general
liability insurance written on a per occurrence basis with a combined single limit of at least
$1,000,000 bodily injury and property damage including coverages for contractual liability,
personal injury, independent contractors, broad form property damage, products and completed
operations. The Commercial General Liability Policy shall name the City of Palm Springs as
additional insured in accordance with standard ISO additional insured endorsement form
CG2010 (1185) or equivalent language.
(b) Worker's Compensation Insurance. A policy of worker's compensation
insurance in an amount which fully complies with the statutory requirements of the State of
California and which includes$1,000,000 employer's liability.
Contract Services Agreement with Willdan Financial Services 4
Community Facilities Districts 2005-01 and 2007-1 Administration Services
July 1,2010 (for Fiscal Year 201012011)
(c) Business Automobile Insurance. A policy of business automobile liability
insurance written on a per occurrence basis with a single limit liability in the amount of
$1,000,000 bodily and property damage. Said policy shall include coverage for owned,
non-awned, leased and hired cars.
(d) Additional Insurance. Additional limits and coverages, which may include
professional liability Insurance, will be specified in "Exhibit B."
Ail of the above policies of insurance shall be primary insurance and issued by companies whose
rating satisfies the requirements In Section 5.4 of this agreement. The insurer shall waive all rights of
subrogation and contribution it may have against the City, its officers, employees and agents, and their
respective insurers. In the event any of said policies of Insurance are canceled, the Contractor shall, prier
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 Contractor has
provided the City with Certificates of Insurance, endorsements or appropriate insurance binders
evidencing the above insurance coverages and said Certificates of Insurance, endorsements, or binders
are approved by the City.
The contractor agrees that the provisions of this Section 5.1 shall not be construed as limiting in
any way the extent to which the Contractor may be held responsible for the payment of damages to any
persons or property resulting from the Contractor's activities or the activities of any person or person for
which the Contractor is otherwise responsible.
In the event the Contractor subcontracts any portion of the work in compliance with Section 4.3 of
this Agreement the contract between the Contractor and such subcontractor shall require the
subcontractor to maintain the same polices of insurance that the Contractor is required to maintain
pursuant to this Section.
5.2 Indemnification. Contractor agrees to indemnify the City, its officers, agents and
employees against, and will hold and save them, and each of them, harmless from any and all actions,
suits, claims, damages, losses, costs, penalties, obligations, errors, omissions or liabilities (herein "claims
or liabilities") resulting from injuries to persons or damages to property 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 activities of Contractor, its agents, employees, subcontractors, or invitees, provided for
herein, or arising from the negligent acts or omissions of Contractor hereunder, or arising from
Contractor's negligent performance of or failure to perform any term, provision, covenant or condition of
this Agreement, whether or not there is concurrent passive or active negligence on the part of the City, its
officers, agents or employees but excluding such claims or liabilities arising from the sole negligence or
willful misconduct of the City, its officers, agents or employees, who are directly responsible to the City,
and in connection therewith:
(a) Contractor will defend any action or actions filed in connection with any of
said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys'
fees incurred in connection therewith that may be asserted or claimed by any person, firm, or
entity to the extent caused by the negligent activities of Contractor its agents or employees
hereunder, excepting only liabilities due to the sole active negligence or willful misconduct of the
CITY, its agents or employees;
(b) Contractor will promptly pay any judgment rendered against the City, its
officers, agents or employees for any such claims or liabilities arising out of or in connection with
the negligent performance of or failure to perform such work, operations or activities of
Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents, and
employees harmless therefrom;
Contract Services Agreement with Wllldan Financial Services y
Community Facilities Districts 2005-01 and 2007-1 Administration Services
July 1, 2010(far Fiscal Year2010/2011)
(c) In the event the City, its officers, agents or employees are made a party to
any action or proceeding filed or prosecuted against Contractor for such damages or other
claims arising out of or in connection with the negligent performance of or failure to perform the
work, operabon or activities of Contractor hereunder, Contractor agrees to pay to the City, its
officers, agents or employees, any and all costs and expenses incurred by the City, its officers,
agents or employees in such action or proceeding, including but not limited to, legal costs and
attorneys'fees.
5.3 Sufficiency of Insurer or Surety. Insurance or bonds 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's Key Rating Guide or in the Federal Register, unless such
requirements are waived by the City Manager or designee of the City Manager due to unique
circumstances. In the event the City Manager determines that the work or services to be performed under
this Agreement create an increased or decreased risk of loss to the City, the Contractor agrees that the
minimum limits of the insurance policies and the performance bond required by this Section 5 may be
changed accordingly upon receipt of written notice from the City Manager or designee; provided that the
Contractor shall have the right to appeal a determination of increased coverage by the City Manager to
the City Council of City within ten (10) days of receipt of notice from the City Manager.
6.0 REPORTS AND RECORDS
6.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer
such reports concerning the performance of the services required by this Agreement as the Contract
Officer shall require. Contractor hereby acknowledges that the City is greatly concerned about the cost of
work and services to be performed pursuant to this Agreement. For this reason, Contractor agrees that if
Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially
increase or decrease the cost of the work or services contemplated herein or, if Contractor Is providing
design services, the cost of the project being designed, Contractor shall promptly notify the Contract
Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost
related thereto and, if Contractor is providing design services, the estimated increased or decreased cost
estimate for the project being designed.
6.2 Records. Contractor shall keep, and require subcontractors to keep, such 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. 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. Such records shall be
maintained for a period of three (3) years following completion of the services hereunder, and the City
shall have access to such records in the event any audit is required.
6.3 Ownership of Documents. All drawings, specifications, reports, records,
documents and other materials prepared by Contractor, its employees, subcontractors and agents, solely
in the performance of this Agreement shall be the property of City and shall be delivered to City upon
request of the Contract Officer or upon the termination of this Agreement. Contractor shall have no claim
for further employment or additional compensation as a result of the exercise by City of its full rights of
Ownership of the documents and materials hereunder. Any use of such completed documents for other
projects and/or use of uncompleted documents without specific written authorization by the Contractor
will be at the City's sole risk and without liability to Contractor, and the City shall indemnify the Contractor
for all damages resulting therefrom. Contractor may retain copies of such documents for its own use.
Contractor shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall
provide for assignment to City any documents or materials prepared by them, and in the event Contractor
fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom.
Contract Services Agreement with Willdan Financial Services 6
Community Facilities Districts 2005-01 and 2007-1 Administration Services
July 1,2010 (for Fiscal Year 2010/2011)
6.4 Release of Documents. The drawings, specifications, reports, records,
documents and other materials prepared by Contractor in the performance of services under this
Agreement shall not be released publicly without the prior written approval of the Contract Officer.
7.0 ENFORCEMENT OF AGREEMENT
7.1 California Law. This Agreement shall be construed and interpreted 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 of or in relation to this Agreement shall be
instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate
court in such county. Contractor covenants and agrees to submit to the personal jurisdiction of such court
in the event of such action.
7.2 Disputes. In the event of any dispute arising under this Agreement, the injured
party shall notify the injuring party, in writing, of its contentions by submitting a claim therefor. The injured
party shall continue performing its obligations hereunder so long as the injuring party commences to cure
such default within ten (10) days of service of such notice and completes the cure of such default within
forty-five (45) days after service of the notice, or such longer period as may be permitted by the injured
party; provided that if the default Is an immediate danger to the health, safety and general welfare, such
immediate action may be necessary. Compliance with the provisions of this Section shall be a condition
precedent to termination of this Agreement for cause and to any legal action, and such compliance shall
not be a waiver of any party's right to take legal action in the event that the dispute is not Cured, provided
that nothing herein shall limit City's or the Contractor's right to terminate this Agreement without cause
pursuant to Section 7.3.
7.3 Retention of Funds. Contractor hereby authorizes City to deduct from any
amount payable to Contractor (whether or not arising out of this Agreement) (1) any amounts the payment
of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs,
liabilities, or damages suffered by City, and (i) all amounts for which City may be liable to third parties, by
reason of Contractor's acts or omissions in performing or failing to perform Contractor's obligation under
this Agreement. In the event that any claim is made by a third party, the amount or validity of which is
disputed by Contractor, or any Indebtedness shall exist which shall appear to be the basis for a claim of
lien, City may withhold from any payment due, without liability for interest because of such withholding,
an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold
shall not, however, affect the obligations of the Contractor to insure, indemnify, and protect City as
elsewhere provided herein.
7.4 Waiver. No delay or omission in the exercise of any right or remedy by a 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 same or any other provision of this Agreement.
7,5 Rights and Remedies are Cumulative. 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 other party.
7.6 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.
Contract Services Agreement with Willdan Financial Services 7
Community Facilities Districts 2005-01 and 2007-1 Administration Services
July 1,2010 (for Fiscal Year 2010/2011)
7.7 Termination Prior to Expiration Of Term. This Section shall govern any
termination of this Agreement except as specifically provided in the following Section for termination for
cause. The City reserves the right to terminate this Agreement at any time, with or without cause, upon
ten (10) days written notice to Contractor, except that where termination is due to the fault of the
Contractor, the period of notice may be such shorter time as may be determined by the Contract Officer.
In addition, the Contractor reserves the right to terminate this Agreement at any time, with or without
cause, upon thirty (30) days' written notice to City, except that where termination is due to the fault of the
City, the period of notice may be such shorter time as the Contractor may determine. Upon receipt of any
notice of termination, Contractor shall immediately cease all services hereunder except as may be
specifically approved by the Contract Officer. Except where the Contractor has initiated termination, the
Contractor shall be entitled to compensation for all services rendered prior to the effective date of the
notice of termination and for any services authorized by the Contract Officer thereafter in accordance with
the Schedule of Compensation or as may be approved by the Contract Officer, except as provided in
Section 7.3. In the event the Contractor has initiated termination, the Contractor shall be entitled to
compensation only for the reasonable value of the work product actually produced hereunder. 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.
7.8 Termination for Default of Contractor. If termination is due to the failure of the
Contractor 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
Contractor 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 Contractor for the purpose
of set-off or partial payment of the amounts owed the City as previously stated.
7.9 Attorneys' Fees. If either party to this Agreement is required to Initiate or defend
or made a 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 may be granted, whether legal or
equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on
any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable
costs for investigating such action, taking depositions and discovery and all other necessary costs the
court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on
commencement of such action and shall be enforceable whether or not such action is prosecuted to
judgment.
8.0 CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liability of City Officers and Emoloyees. No officer or employee of the City
shall be personally liable to the Contractor, 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 Contractor or to its successor, or for
breach of any obligation of the terms of this Agreement.
8.2 Conflict of Interest. No officer or employee of the City shall have any financial
interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any
decision relating to the Agreement which effects his financial interest or the financial interest of any
corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any
State statute or regulation. The Contractor warrants that it has not paid or given and will not pay or give
any third party any money or other consideration for obtaining this Agreement.
Contract Services Agreement with Willdan Financial Services 8
Community Facilities Districts 2005.01 and 2007.1 Administration Services
July 1,2010 (for Fiscal Year 2010/2011)
8.3 Covenant Against Discrimination. Contractor 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, marital status, national origin, or ancestry in the performance of this Agreement. Contractor
shall take affirmative action to insure that applicants are employed and that employees are treated during
employment without regard to their race, color, creed, religion, sex, marital status, national origin, or
ancestry.
9.0 MISCELLANEOUS PROVISIONS
9.1 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 person shall be in
writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City
Manager and to the attention of the Contract Officer, CITY OF PALM SPRINGS, P.O. Box 2743, Palm
Springs, California 92263. In the case of the Contractor, it should be addressed to the person 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 in writing. 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.
9.2 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 this Agreement or any other rule of construction which might otherwise apply.
9.3 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 instrument in writing.
9.4 Severability. In the event that anyone or more of the phrases, sentences,
clauses, paragraphs, or sections contained in 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 phrases, sentences, clauses, paragraphs, or sections 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.
9.5 Corporate Authority. The persons executing this Agreement on behalf of the
parties hereto warrant that (1) 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.
[SIGNATURE BLOCK ON NEXT PAGE]
Contract Services Agreement with Willdan Financial Services 9
Community Facilities Districts 2005-01 and 2007.1 Administration Services
July 1,2010 (for Fiscal Year 2010/2011)
IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first
written above
CITY OF PALM SPRINGS
ATTEST: A Municipal Corporation
B By: ��
City Clerk City Manager
PPRO E TO FORM:
By, ' APPROVED BY CITY MANAGER
it Attorney
CONTRACTOR: Ch - ndividua nnership X Corporation
By
ILI-
Name- Mark J. Risco Name: Roy Gill
Title: Senior Vice President Title: Corporate Secretary
(This Agreement must be signed in the above space by (This Agreement must be signed in the above space by
one of the following: Chairman of the Board, President, or one of the following: Secretary, Chief Financial Officer, or
any Vice President.) any Assistant Treasurer.)
State of California State of California
County of Riverside County of Orange
On 3/15/10, before me, Arlene Romanelli, Notary Public On,4-l7•ic�before me,A^4 Notary Public,
personally appeared Mark J Risco personally appeared Rov Gill
who proved to me on the basis of satisfactory evidence to who proved to me on the basis of satisfactory evidence to
be the person(&) whose name(s) is/ate subscribed to the be the person(&) whose name(s) is/ace subscribed to the
within instrument and acknowledged to me that within instrument and acknowledged to me that
he/she,Ahey executed the same in his/hRF4hek authorized he/sh&"executed the same in his/ha4ths°r authorized
capacity(tes), and that by hisAe4the4 signature(&) on the capacity(tes), and that by his/4ef4tW-4 signature(G) on the
instrument the person(&), or the entity upon behalf of instrument the person(&), or the entity upon behalf of
which the person(s) acted, executed the instrument. which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY, under the laws of I certify under PENALTY OF PERJURY, under the laws of
the State of California,that the foregoing paragraph is true the State of California, that the foregoing paragraph is true
and correct. and correct.
WITNESS my hand and official seal. WITNESS my hand and official Seal.
Notary Signature: Notary Signat r : G
,Notary Seal: Notary Seal.
ARINE RotAANMI Commison f 1710670
RHONDA RAFA
: Notory _ Commissiu on# 1871668 Rhveralds County i • Notary Public-California
Cnrnn Jpn1 itlll Orange County
MY Comm.Expires Dec 17,2013 y
Contract Services Agreement with Willdan Financial Services 10
Community Facilities Districts 2005-01 and 2007-1 Administration Services
July 1, 2010 (for Fiscal Year 2010/2011)
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EXHIBIT "A"
SCOPE OF WORK
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The following is our proposed scope of services for the City of Palm Springs' Community Facilities District
(CFD) administration. All costs associated with CFD annual administration are fully recoverable, either
through the Special Tax levy or payment by requestor for special services. Willdan will:
1. Maintain and periodically update an electronic database containing parcel basis data and annual
Special Tax levy amounts by Assessor's Parcel Number.
2. Prepare an annual Special Tax Report (report). This report will include:
• The identification of CFD administrative cost items eligible for recovery by the City;
• Review of fund balances to identify any surplus funds;
• Delinquency summaries; and
• A cover letter to the report shall provide related recommendations or issues, if any. The cover
letter is not intended to be a component of the report.
3. Annually calculate and apportion the Special Taxes, as specified in the Rate and Method of
Apportionment of Special Tax.
4. Prepare, if requested, an annual resolution that establishes the budget for the fiscal year and
application of the Special Tax to be submitted to the County, including the Special Tax summary for
the fiscal year.
5. Provide Special Tax levies for each parcel by Assessor's Parcel Number to the County of Riverside
Auditor/Controller's Office in the media, format, and configuration required by the County for
placement on the annual property tax roll.
6. Research parcel exceptions provided by the County and, If possible, resubmit installment amounts
that are unapplied. Willdan will, on behalf of the City of Palm Springs, manually invoice Special Tax
installments that cannot be collected on the County property tax roll.
7. Provide a toll-free number to field inquiries from City staff, property owners, and other interested
parties regarding Special Tax installments and related information.
8. Prepare an Annual Report summarizing the fiscal year. This report shall include:
• Fiscal year summary; • Charge Detail Report, and
• Delinquency summaries; • A cover letter to the report shall provide
related recommendations or issues, if any.
Budget workshcet; This cover letter is not intended to be a
component of the report-
Handbill summary;
Contract Services Agreement with Willdan Financial Services 11
Community Facilities Districts 2005-01 and 2007-1 Administration Services
July 1, 2010 (for Fiscal Year 201012011)
9. Monitor delinquencies each February and May, and submit periodic reports to the City of Palm
Springs.
10. Assist the City, as requested, with the filing of an annual report with the Council, as required by the
California Government Code, Section 50075.3 (a) and (b), as amended.
11- Prepare "Notice of Special Tax" as required by the California Government Code, Sections 53340.2(b)
and 53341-5, as amended. The fee for this service is $15 per notice and is to be paid by the
requestor.
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Willdan will rely on being able to obtain the following information from the City of Palm Springs:
• Assist Willdan in obtaining parcel information. Although Willdan will annually research information
regarding land subdivision and issuance of building permits (as required by the City of Palm Springs),
the City's assistance may still be required;
• Information regarding collections, assessments, district fund balances, and payments received by the
City;
• The budget summary for the district to be incorporated into the annual resolution or district report
establishing the budget; and
• Information pertaining to annexations including, but not limited to, boundary maps, electronic parcel
listings, development plans, and tentative maps.
The City of Palm Springs acknowledges that Willdan shall be relying upon the accuracy of the information
provided by the City or their designees and that Willdan shall not be liable for any inaccuracies contained
therein.
CONTRACTOR'S QUALIFICATIONS
Willdan is one of the largest public-sector financial consulting firms in the United States with corporate
headquarters in California and regional offices throughout the country. Since 1988, we have helped over
800 public agencies and nonprofit organizations successfully address a broad range of financial
challenges. Willdan assists local agencies with Arbitrage Rebate, Municipal Disclosure, and Special
District Administration. The firm currently has a staff of over 60 dedicated professionals, with the range of
expertise necessary to provide high-quality service to all our clients.
Contract Services Agreement with Willdan Financial Services 12
Community Facilities Districts 2005-01 and 2007-1 Administration Services
July 1, 2010 (for Fiscal Year 2010/2011)
Contractor proposes to assign the following key staff in the performance of this project:
Ms. Gladys Medina wili serve as the principal-in-charge for all Special District administration services.
She is presently group manager for the entire District Administration Services group ("DAS") and has
been with Willdan for over ten years. Ms. Medina has years of experience acting as manager on a vast
number of projects for Willdan. In fact, she has been responsible for the administration of Local
Improvement Districts, Landscaping and Lighting Districts, and Community Facilities Districts, as well as
standby charges, water availability, and sewer/ refuse programs Her technical expertise is invaluable to
clients and analysts alike; and her proficiency in techniques involving, administration, analysis for bond
refunding purposes, apportionment of assessment liens, and Delinquency Management is substantial. As
such, she will provide her expertise to ensure that the project proceeds according to schedule and is
managed in line with the City's expectations.
Ms. Medina Is affiliated with such organizations as California Society of Municipal Finance Officers
(CSMFO), and the Municipal Management Association of Southern California (MMASC).
Ms. Medina holds a Masters of Business Administration from the University of Redlands; plus a Bachelor
of Science in Business Administration from San Diego State University, with an emphasis in Accounting.
Ms. Adina Vazquez is a senior project manager of the California Desert region of the DAS group. She
has been with Willdan for over seven years and has experience in the maintenance of Special District
databases, preparation of annual Special Taxes, calculation of Special Tax prepayments, district analysis
for refunding purposes, preparation of bond calls, balloting and noticing, as well as the preparation of
annual Engineer's Reports.
She is responsible for overseeing four analysts in administering Mello-Roos Community Facilities
Districts, 1972 Act Landscape and Lighting Districts and 1915 Act Local Improvement Districts in
Southern California. Ms. Vazquez and her team provide annual levy, bond fund administration, payoff
computations, and Delinquency Management for 328 districts involving over 620,000 parcels.
Ms. Vazquez is affiliated with such organizations as CSMFO and the MMASC.
Ms. Vazquez holds a Bachelor of Science in Accounting from DeVry University(cum Iaude).
Contract Services Agreement with Willdan Financial Services 13
Community Facilities Districts 2005-01 and 2007-1 Administration Services
July 1,2010 (for Fiscal Year 2010/2011)
EXHIBIT "B"
SPECIAL REQUIREMENTS
1. Section 5.2(a) is hereby modified to read as foilows:
(a) Contractor wiH defend any action or actions filed in connection with any of said claims
or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in
connection therewith that may be asserted or claimed by any person, firm, or entity to the extent caused
by the negligent activities of Contractor, its agents or employees hereunder, excepting only liabilities due
to the active negligence or willful misconduct of the CITY, its agents or employees;
2. Except as expressly provided herein, all other terms and conditions of the Agreement
shall remain in full force and effect.
Contract Services Agreement with Willdan Financial Services 14
Community Facilities Districts 2005-01 and 2007-1 Administration Services
July 1,2010 (for Fisoal Year 2010/2011)
EXHIBIT "C"
SCHEDULE OF COMPENSATION
�pPr, F9G5,;i:,a
The fees below reflect the completion of the tasks outlined in the scope of services. These fees and rates
are subject to increase, which will not exceed the most recent annual change in the Consumer Price
Index (CPI) within the applicable areas, as calculated by the United States Department of Labor.
r
Community Facilities $ 4,000 (Base Fee)
District 2005-1 nJ 1.50 (Per Parcel)
Community Facilities S 2,000 (Base Fee)
District 2007-1 (2) 1.50 (Per Parcel)
The total not-to-exceed price to complete this project is fifteen thousand dollars ($15,000) (hereinafter
"Contract Sum"). This price includes all direct expenses required to complete the project. In no event
shall Contractor's billing exceed the Contract Sum without prior written authorization by the City.
The above amount reflects the base fee for fiscal year 2006/2007, with the first CPI increase effective
July 1, 2007,
(2) The above amount reflects the base fee for fiscal year 2009/2010, with the first CPI increase effective
July 1, 2009.
Willdan will be reimbursed for out-of-pocket expenses. Examples of reimbursable expenses include, but
are not limited to: postage, travel expenses, mileage (currently 500 per mile), maps, electronic data
provided from the County and/or other applicable resources, and copying (currently 60 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 below). In the event that a
third party requests any documents from Willdan, Willdan may charge such third party for providing such
documents In accordance with Willdan's applicable rate schedule.
Additional services may be authorized by the City and will be billed at our then-current hourly consulting
rates below:
Title Hourly Rate
Group Manager S 210
Principal Consultant 200
Senior Project Manager 165
Project Manager 145
Senior Analyst 120
Analyst 100
Analyst Assistant 100
Property Owner Services Representative 55
Support Staff 50
Contract Services Agreement with Willdan Financial Services is
Community Facilities Districts 2005.01 and 2007.1 Administration Services
July 1,2010 (for Fiscal Year 20 1 01201 1)
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
JULY 1, 2010 (FOR FISCAL YEAR 2010/2011)
Time is of the essence of this agreement. CONTRACTOR shall perform all services hereunder as
expeditiously as is consistent with professional skill and care, as well as the orderly progress of the
Project work so as not to be the cause, in whole or in part, of delays in the completion of the Project or in
the achievement of any Project milestones, as provided herein. Specifically, CONTRACTOR shall
perform its Services so as to allow for the full and adequate completion of the Project within three
hundred and sixty-five (365) days of receipt of a notice to proceed. If at any time it appears that the
project cannot be completed by the date specified, CONTRACTOR shall notify CITY of that fact and
provide an estimate of the time when the project will be completed. If CONTRACTOR has been the sole
source of delay, and if completion of the project would be expedited by use of other or additional
consulting services, CITY may use the retained amounts for the purpose and shall be relieved of paying
such retention to CONTRACTOR. If the CONTRACTOR's work is not satisfactory, CITY has the right to
take appropriate action, including but not limited to: (1) meeting with the CONTRACTOR to review the
quality of the work and resolve matters of concern; (2) requiring the CONTRACTOR to perform the work
at no additional fee until it is satisfactory; (3) suspending the delivery of further work to the
CONTRACTOR for an indefinite time; (4) withholding payment; or (5) terminating the Agreement as set
forth in Section 7.8.
Contract Services Agreement with Willdan Financial Services 16
Community Facilities Districts 2005-01 and 2007-1 Administration Services
July 1, 2010 (for Fiscal Year 2010/2011)
JUN-06-2008 16t37 P.02iO4
VW!LLDAN yournding
Financial services roach
.tune 6,2008
City of Palm Springs
Procurement Department
3200 East Tahquitz Canyon Way
Palm Springs,California S2262
To Whom It May Concern:
On April 2,2008 MuniFinancial's name legally changed to Willdan Financial Services, While
MuniFinancial has been part of the Wilidan Group of Companies since 1999,the name change is
part of our company's effort to unify all of its operating divisions under one brand to enable us to
better serve our clients. This significant change enables us to more effectively recognize and
capitalize on the collaboration opportunities among our three business segments:engineering,
public finance and homeland security. Acting together as one team makes us more effective in
marketing our diversified services, and most importantly,in serving our clients.
The address and phone numbers are the same and will not change, The Federal Tax IN remains
the same(33-0302345). Enclosed is legal documentation showing thatthe name has changed, If
you have any questions,please do not hesitate to call me at(951)587-1521.
Sincerely,
Will n Financial Services
A ma Vazquez
Senior Project Manager
Enclosure
Enginoanng I Geoiechn{cal I EnY�ranmemal { Flndndal � Finmoland SL-L•uflry
951.5B7.3500 1600-755-5664 I [AN:951.587.3510 1 27368 Via Ind. lna,Sulle 110.Tamenla,CA 92590 I w Mllldaa-Cam
FIRST ADDENDUM TO AGREEMENT
The agreement between Willdan Financial Services and the City of Palm Springs, dated July 1, 2008,
(hereinafter, the"Agreement") is amended as follows:
A. The Agreement to provide District Administration Services is amended to include an additional one
(1)-year term of fiscal year200911 0 for the following districts:
Community Facilities District No. 2005-1 • Community Facilities District No.2007-1
B. Sections 1.0 and 2.0 of the Agreement entitled "Services of Contractor" and "Compensation,"
respectively, shall remain unchanged.
All other terms and conditions contained in the Agreement shall remain in full force and effect. Executed on
this day, July 80, 2009,
CITY OF PALM SPRINGS WILLDAN FINANCIAL SERVICES
Y Y
David H. Ready, Es ., h.D., City Manager Mark J. Risco, Vice President
y -ATTEST:
APPROVED BY CITY MANAGER
y Clerk- \ ool�_ 1
�' APPROVED BY CITY MANAGER
Addendum to Agreement Dated: Page 1 City of Palm Springs
July 1,2008
CITY OF PALM SPRINGS
CONTRACT SERVICE AGREEMENT
DISTRICT ADMINISTRATION SERVICES
THIS CONTRACT SERVICES AGREEMENT (herein "Agreemenf') is made and entered into this
ibt day of July, 2008 (for fiscal year 2008/2009), by and between the CITY OF PALM SPRINGS, a
municipal corporation, (herein "City") and WILLDAN FINANCIAL SERVICES (herein "Contractor'). The
term Contractor includes professionals performing in a consulting capacity. The parties hereto agree as
follows:
1.0 SERVICES OF CONTRACTOR
1.1 Scope of Services. In compliance with all terms and conditions of this
Agreement, the Contractor shall provide those services specified in the "Scope of Services" attached
hereto as Exhibit "A" and incorporated herein by this reference, which services may be referred to herein
as the "services" or "work" hereunder. As a material inducement to the City entering into this Agreement,
Contractor represents and warrants that Contractor is a provider of professional services and Contractor
is experienced in performing the work and services contemplated herein and, in light of such status and
experience, Contractor covenants that it shall follow highest professional standards in performing the
work and services required hereunder and that all materials will be of good quality, fit for the purpose
intended. For purposes of this Agreement, the phrase "highest professional standards" shall mean those
standards of practice ordinarily practiced by professionals in Contractor's profession.
1.2 Contractors Proposal. The Scope of Service shall include the Contractor's
proposal or bid which shall be incorporated herein by this reference as though fully set forth herein. In the
event of any inconsistency between the terms of such proposal and this Agreement, the terms of this
Agreement shall govern.
1.3 Compliance with Law. All services rendered hereunder shall be provided in
accordance with all ordinances, resolutions, statutes, rules and regulations of the City and any Federal,
State or local governmental agency having jurisdiction in effect at the time service is rendered.
1.4 Licenses Permits Fees and Assessments. Contractor shall obtain at its sole
cost and expense such licenses, permits and approvals as may be required by law for the performance of
the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees,
assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise
from or are necessary for the Contractors performance of the services required by this Agreement, and
shall indemnify, defend and hold harmless City against any such fees, assessments, taxes, penalties or
interest levied, assessed or imposed against City hereunder-
1-5 Familiarity with Work. By executing this Contract, Contractor warrants that
Contractor(a) has thoroughly investigated and considered the scope of services to be performed; (b) has
carefully considered how the services should be performed; and (c) fully understands the facilities,
difficulties and restrictions attending performance of the services under this Agreement. If the services
involve work upon any site, Contractor warrants that Contractor has, or will, investigate the site and is or
will be fully acquainted with the conditions there existing, prior to commencement of services hereunder.
Should the Contractor discover any latent or unknown conditions, which will materially affect the
performance of the services hereunder, Contractor shall immediately inform the City of such fact and
shall not proceed except at Contractors risk until written instructions are received from the Contract
Officer.
1.6 Care of Work. The Contractor shall adopt reasonable methods during the life of
the Agreement to furnish continuous protection to the work, and the equipment, materials, papers,
documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be
responsible for all such damages, to persons or property, until acceptance of the work by City, except
such losses or damages as may be caused by City's own negligence,
04ai,iEd;In, IP:
- n N -
1.7 Further Responsibilities of Parties. Both parties agree to use reasonable care
and diligence to perform their respective obligations under this Agreement. Both parties agree to act in
good faith to execute all instruments, prepare all documents and take all actions as may be reasonably
necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be
responsible for the service of the other-
1-8 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 Contractor,
incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the time to perform this
Agreement, which said adjustments are subject to the written approval of the Contractor. Any increase in
compensation of up to five percent (5%) of the Contract Sum or$25,000; whichever is less, or in the time
to perform of up to one hundred eighty (180) days may be approved by the Contract Officer. Any greater
increases, taken either separately or cumulatively must be approved by the City Council. It is expressly
understood by Contractor that the provisions of this Section shall not apply to services specifically set
forth in the Scope of Services or reasonably contemplated therein. Contractor hereby acknowledges that
it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly
or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional
compensation therefore.
1.9 Special Requirements. Additional terms and conditions of this Agreement, if any,
which are made a part hereof are 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 in Exhibit B shall govern.
2.0 COMPENSATION
2.1 Contract Sum. For the services rendered pursuant to this Agreement, the
Contractor 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
Fifteen Thousand Dollars ($15,000.00) (herein Contract Sum), except as provided in Section I.S. The
method of compensation may include (i) a lump sum payment upon completion, (ii) payment in
accordance with the percentage of completion of the services, (iii) payment for time and materials based
upon the Contractor's rates as specified in the Schedule of Compensation, but not exceeding the
Contract Sum or (iv) such other methods as may be specified in the Schedule of Compensation.
Compensation may include reimbursement for actual and necessary expenditures for reproduction costs,
telephone expense, transportation expense approved by the Contract Officer in advance, and no other
expenses and only if specified in the Schedule of Compensation. The Contract Sum shall include the
attendance of Contractor at all project meetings as set forth in Exhibit C; Contractor shall not be entitled
to any additional compensation for attending said meetings.
2.2 Method of Payment. Provided that Contractor is not in default under the terms of
this Agreement, in any month in which Contractor wishes to receive payment, no later than the tenth
(10`h) day of such month, Contractor shall submit to the City in the form approved by the City's Director of
Finance, an invoice for services rendered prior to the date of the invoice. City shall pay Contractor for all
expenses stated thereon, which are approved by City pursuant to this Agreement no later than the last
working day of the month.
3.0 PERFORMANCE SCHEDULE
3.1 Time of Essence. Time is of the essence in the performance of this Agreement.
Contract Services Agreement with MuniFinancial 2
Community Facilities District 2005.01 Administration Services
March 14,2008
3.2 Schedule of Performance, Contractor 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," if any, and
incorporated herein by this reference. When requested by the Contractor, extensions to the time
period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer,
but not exceeding one hundred eighty(180) days cumulatively,
3,3 Force Maieure. 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
Contractor, 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 Contractor 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 and if 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 Contractor be entitled to recover damages against the City for
any delay in the performance of this Agreement, however caused, Contractor's sole remedy being
extension of the Agreement pursuant to this Section.
3.4 Term. Unless earlier terminated in accordance with Section 7.8 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").
4.0 COORDINATION OF WORK
4.1 Representative of Contractor. The following principal of Contractor is hereby
designated as being the principal and representative of Contractor authorized to act in its behalf with
respect to the work specified herein and make all decisions in connection therewith:
Mark Risco, Principal-in-Charge
It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principal were a substantial inducement for City to enter into this Agreement. Therefore, the
foregoing principal shall be responsible during the term of this Agreement for directing all activities of
Contractor and devoting sufficient time to personally supervise the services hereunder. For purposes of
this Agreement, the foregoing principal may not be replaced, nor may their responsibilities be
substantially reduced by Contractor without the express written approval of City.
4.2 Contract Officer. The Contract Officer shall be such person as may be
designated by the City Manager of City. It shall be the Contractor's responsibility to assure that the
Contract Officer is kept informed of the progress of the performance of the services and the Contractor
shall refer any decisions, which must be made by City to the Contract Officer. Unless otherwise specified
herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The
Contract Officer shall have authority to sign all documents on behalf of the City required hereunder to
carry out the terms of this Agreement.
Contract Services Agreement with Muni Financial 8
Community Facilities District 2005-01 Administration Services
March 14,2008
4.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge,
capability and reputation of Contractor, its principals and employees were a substantial inducement for
the City to enter into this Agreement. Therefore, Contractor shall not contract with any other entity to
perform in whole or in part the services required hereunder without the express written approval of the
City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed,
hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or
otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the
transfer to any person or group of persons acting in concert of more than twenty-five percent (25%) of the
present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In
the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be
void. No approved transfer shall release the Contractor or any surety of Contractor of any liability
hereunder without the express consent of City.
The City's policy is to encourage the awarding of subcontracts to persons or entities with offices
located within the jurisdictional boundaries of the City of Palm Springs and, if none are available, to
persons or entities with offices located in the Coachella Valley ("Local Subcontractors"). Contractor
hereby agrees to use goad faith efforts to award subcontracts to Local Subcontractors, if Local
Subcontractors are qualified to perform the work required. In requesting for the City to consent to a
subcontract with a person or entity that is not a Local Subcontractor,the Contractor shall submit evidence
to the City that such good faith efforts have been made or that no Local Subcontractors are qualified to
perform the work. Said good faith efforts may be evidenced by placing advertisements inviting proposals
or by sending requests for proposals to selected Local Subcontractors. The City may consider
Contractor's efforts in determining whether it will consent to a particular subcontractor. Contractor shall
keep evidence of such good faith efforts and copies of all contracts and subcontracts hereunder for the
period specified in Section 6.2.
4.4 Independent Contractor. Neither the City nor any of its employees shall have any
control over the manner, mode or means by which Contractor, its agents or employees, perform the
services required herein, except as otherwise set forth herein. City shall have no voice in the selection,
discharge, supervision or control of Contractor's employees, servants, representatives or agents, or in
fixing their number, compensation or hours of service. Contractor shall perform all services required
herein as an independent contractor of City and shall remain at all times as to City a wholly independent
contractor with only such obligations as are consistent with that role. Contractor 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. City shall
not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or
otherwise or a joint venturer or a member of any joint enterprise with Contractor.
5.0 INSURANCE, INDEMNIFICATION AND BONDS
5.1 Insurance. The Contractor shall procure and maintain, at its sole cast 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:
(a) Commercial General Liability Insurance. A policy of commercial general
liability insurance written on a per occurrence basis with a combined single limit of at least
$1,000,000 bodily injury and property damage including coverages for contractual liability,
personal injury, independent contractors, broad form property damage, products and completed
operations. The Commercial General Liability Policy shall name the City of Palm Springs as
additional insured in accordance with standard ISO additional insured endorsement form
CG2010 (1185) or equivalent language.
(b) Worker's Compensation Insurance. A policy of worker's compensation
insurance in an amount which fully complies with the statutory requirements of the State of
California and which includes $1,000,000 employer's liability.
Contract Services Agreement with Muni Financial 4
Community Facilities District 2005-01 Administration Services
March 14,2008
(c) Business Automobile Insurance. A policy of business automobile liability
insurance written on a per occurrence basis with a single limit liability in the amount of
$1,000,000 bodily and property damage. Said policy shall Include coverage for owned,
non-owned, leased and hired cars.
(d) Additional Insurance. Additional limits and coverages, which may include
professional liability insurance, will be specified in "Exhibit 8,"
All of the above policies of insurance shall be primary insurance and issued by companies whose
rating satisfies the requirements In Section 5.4 of this agreement. The insurer shall waive all rights of
subrogation and contribution it may have against the City, its officers, employees and agents, and their
respective insurers. In the event any of said policies of insurance are canceled, the Contractor 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 Contractor has
provided the City with Certificates of Insurance, endorsements or appropriate insurance binders
evidencing the above insurance coverages and said Certificates of Insurance, endorsements, or binders
are approved by the City.
The contractor agrees that the provisions of this Section 5.1 shall not be construed as limiting in
any way the extent to which the Contractor may be held responsible for the payment of damages to any
persons or property resulting from the Contractor's activities or the activities of any person or person for
which the Contractor is otherwise responsible.
In the event the Contractor subcontracts any portion of the work in compliance with Section 4.3 of
this Agreement the contract between the Contractor and such subcontractor shall require the
subcontractor to maintain the same polices of insurance that the Contractor is required to maintain
pursuant to this Section.
5.2 Indemnification. Contractor agrees to indemnify the City, its officers, agents and
employees against, and will hold and save them, and each of them, harmless from any and all actions,
suits, claims, damages, losses, costs, penalties, obligations, errors, omissions or liabilities (herein "claims
or liabilities") resulting from Injuries to persons or damages to property 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 activities of Contractor, its agents, employees, subcontractors, or invitees, provided for
herein, or arising from the negligent acts or omissions of Contractor hereunder, or arising from
Contractor's negligent performance of or failure to perform any term, provision, covenant or condition of
this Agreement, whether or not there is concurrent passive or active negligence on the part of the City, its
officers, agents or employees but excluding such claims or liabilities arising from the sole negligence or
willful misconduct of the City, its officers, agents or employees, who are directly responsible to the City,
and in connection therewith:
(a) Contractor will defend any action or actions filed in connection with any of
said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys'
fees incurred in connection therewith that may be asserted or claimed by any person, firm, or
entity to the extent caused by the negligent activities of Contractor its agents or employees
hereunder, excepting only liabilities due to the sole active negligence or willful misconduct of the
CITY, its agents or employees;
(b) Contractor will promptly pay any judgment rendered against the City, its
officers, agents or employees for any such claims or liabilities arising out of or in connection with
the negligent performance of or failure to perform such work, operations or activities of
Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents, and
employees harmless therefrom;
Contract Services Agreement with MuniFinancial 5
Community Facilities District 2005.01 Administration Services
March 14,2008
(c) In the event the City, its officers, agents or employees are made a party to
any action or proceeding filed or prosecuted against Contractor for such damages or other
claims arising out of or in connection with the negligent performance of or failure to perform the
work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its
officers, agents or employees, any and all costs and expenses incurred by the City, its officers,
agents or employees in such action or proceeding, including but not limited to, legal costs and
attorneys'fees.
5.3 Sufficiency of Insurer or Surety. Insurance or bonds 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's Key Rating Guide or in the Federal Register, unless such
requirements are waived by the City Manager or designee of the City Manager due to unique
circumstances. In the event the City Manager determines that the work or services to be performed under
this Agreement create an increased or decreased risk of loss to the City, the Contractor agrees that the
minimum limits of the insurance policies and the performance bond required by this Section 5 may be
changed accordingly upon receipt of written notice from the City Manager or designee; provided that the
Contractor shall have the right to appeal a determination of increased Coverage by the City Manager to
the City Council of City within ten (10) days of receipt of notice from the City Manager.
6.0 REPORTS AND RECORDS
6.1 Reports,. Contractor shall periodically prepare and submit to the Contract Officer
such reports concerning the performance of the services required by this Agreement as the Contract
Officer shall require. Contractor hereby acknowledges that the City is greatly concerned about the cost of
work and services to be performed pursuant to this Agreement. For this reason, Contractor agrees that if
Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially
increase or decrease the cost of the work or services contemplated herein or, if Contractor is providing
design services, the cost of the project being designed, Contractor shall promptly notify the Contract
Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost
related thereto and, if Contractor is providing design services, the estimated increased or decreased cost
estimate for the project being designed.
62 Records. Contractor shall keep, and require subcontractors to keep, such 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. 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. Such records shall be
maintained for a period of three (3) years following completion of the services hereunder, and the City
shall have access to such records in the event any audit is required.
6.3 Ownership of Documents. All drawings, specifications, reports, records,
documents and other materials prepared by Contractor, its employees, subcontractors and agents, solely
in the performance of this Agreement shall be the property of City and shall be delivered to City upon
request of the Contract Officer or upon the termination of this Agreement. Contractor shall have no claim
for further employment or additional compensation as a result of the exercise by City of its full rights of
ownership of the documents and materials hereunder. Any use of such completed documents for other
projects and/or use of uncompleted documents without specific written authorization by the Contractor
will be at the Clty's sole risk and without liability to Contractor, and the City shall indemnify the Contractor
for all damages resulting therefrom. Contractor may retain copies of such documents for its own use.
Contractor shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall
provide for assignment to City any documents or materials prepared by them, and in the event Contractor
fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom.
Contract Services Agreement with MuniFinancial 6
Community Facilities District 2005-01 Administration Services
March 14,2008
6.4 Release of Documents. The drawings, specifications, reports, records,
documents and other materials prepared by Contractor in the performance of services under this
Agreement shall not be released publicly without the prior written approval of the Contract Officer.
7.0 ENFORCEMENT OF AGREEMENT
7.1 California Law. This Agreement shall be construed and interpreted 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 of or in relation to this Agreement shall be
instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate
court in such county. Contractor covenants and agrees to submit to the personal jurisdiction of such court
in the event of such action.
7.2 Disputes. In the event of any dispute arising under this Agreement, the injured
party shall notify the injuring party, in writing, of its contentions by submitting a claim therefor. The injured
party shall continue performing its obligations hereunder so long as the injuring party commences to cure
such default within ten (10) days of service of such notice and completes the cure of such default within
forty-five (45) days after service of the notice, or such longer period as may be permitted by the injured
party; provided that if the default is an immediate danger to the health, safety and general welfare, such
immediate action may be necessary. Compliance with the provisions of this Section shall be a condition
precedent to termination of this Agreement for cause and to any legal action, and such compliance shall
not be a waiver of any party's right to take legal action in the event that the dispute is not cured, provided
that nothing herein shall limit City's or the Contractor's right to terminate this Agreement without cause
pursuant to Section 7.3.
7.3 Retention of Funds. Contractor hereby authorizes City to deduct from any
amount payable to Contractor(whether or not arising out of this Agreement) (i) any amounts the payment
of which may be in dispute hereunder or which are necessary to compensate City for any lasses, costs,
liabilities, or damages suffered by City, and (u) all amounts for which City may be liable to third parties, by
reason of Contractor's acts or omissions in performing or failing to perform Contractor's obligation under
this Agreement. In the event that any claim is made by a third party, the amount or validity of which is
disputed by Contractor, or any indebtedness shall exist which shall appear to be the basis for a claim of
lien, City may withhold from any payment due, without liability for interest because of such withholding,
an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold
shall not, however, affect the obligations of the Contractor to insure, indemnify, and protect City as
elsewhere provided herein.
7.4 Waiver. No delay or omission in the exercise of any right or remedy by a 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 same or any other provision of this Agreement.
7.5 Rights and Remedies are Cumulative. 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 other party-
7-6 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.
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7.7 Termination Prior to Expiration Of Term. This Section shall govern any
termination of this Agreement except as specifically provided in the following Section for termination for
cause. The City reserves the right to terminate this Agreement at any time, with or without cause, upon
ten (10) days written notice to Contractor, except that where termination is due to the fault of the
Contractor, the period of notice may be such shorter time as may be determined by the Contract Officer.
In addition, the Contractor reserves the right to terminate this Agreement at any time, with or without
cause, upon thirty (30) days' written notice to City, except that where termination is due to the fault of the
City, the period of notice may be such shorter time as the Contractor may determine. Upon receipt of any
notice of termination, Contractor shall immediately cease all services hereunder except as may be
specifically approved by the Contract Officer. Except where the Contractor has initiated termination, the
Contractor shall be entitled to compensation for all services rendered prior to the effective date of the
notice of termination and for any services authorized by the Contract Officer thereafter in accordance with
the Schedule of Compensation or as may be approved by the Contract Officer, except as provided in
Section 7.3. In the event the Contractor has initiated termination, the Contractor shall be entitled to
compensation only for the reasonable value of the work product actually produced hereunder. 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.
7.8 Termination for Default of Contractor. If termination is due to the failure of the
Contractor 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
Contractor 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 Contractor for the purpose
of set-off or partial payment of the amounts owed the City as previously stated.
7.9 Attorneys' Fees. If either party to this Agreement is required to initiate or defend
or made a 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 may be granted, whether legal or
equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on
any appeal, and in addition a party entitled to attorneys fees shall be entitled to all other reasonable
costs for investigating such action, taking depositions and discovery and all other necessary costs the
court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on
commencement of such action and shall be enforceable whether or not such action is prosecuted to
judgment.
8.0 CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liability of City Officers and Employees. No officer or employee of the City
shall be personally liable to the Contractor, 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 Contractor or to its successor, or for
breach of any obligation of the terms of this Agreement.
8.2 Conflict of Interest. No officer or employee of the City shall have any financial
interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any
decision relating to the Agreement which effects his financial interest or the financial interest of any
corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any
State statute or regulation. The Contractor warrants that it has not paid or given and will not pay or give
any third party any money or other consideration for obtaining this Agreement.
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8.3 Covenant Against Discrimination. Contractor 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, marital status, national origin, or ancestry in the performance of this Agreement. Contractor
shall take affirmative action to insure that applicants are employed and that employees are treated during
employment without regard to their race, color, creed, religion, sex, marital status, national origin, or
ancestry.
9.0 MISCELLANEOUS PROVISIONS
9.1 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 person shall be in
writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City
Manager and to the attention of the Contract Officer, CITY OF PALM SPRINGS, P.O. Box 2743, Palm
Springs, California 92263. In the case of the Contractor, it should be addressed to the person 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 in writing. Notice shall be deemed communicated at the
time personally delivered or in seventy-two (72) hours from the time of mailing it mailed as provided in
this Section.
9.2 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 this Agreement or any other rule of construction which might otherwise apply.
9.3 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 instrument in writing.
9.4 Severability. In the event that anyone or more of the phrases, sentences,
clauses, paragraphs, or sections contained in 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 phrases, sentences, clauses, paragraphs, or sections 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.
9.5 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.
[SIGNATURE BLOCK ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first
written above
CITY OF PALM SPRINGS
A A Municipal Corporation
By: By.
City Clerk City Manager
A PIP PROV TO FORM:
APPROVED BY CITY MANAGER
By:
Ci ttorney
TRAC
CONTOR: Che o: Individual_Parfiership X C oration
Name: Mark J. Risco Name: Roy Gill_
Title: Vice President Title: Corporate Secretary
(This Agreement must be signed in the above space by (This Agreement must be signed in the above space by
one of the following: Chairman of the Board, President, or one of the following: Secretary, Chief Financial Officer, or
any Vice President.) any Assistant Treasurer.)
State of California State of California
County of Riverside County of0�V�FR
0n_-Orefore me,Arlene Romanelli, Notary Public
On3 Lr��`�beforc me,�c���S���ia.�P. Notary Public,
personally appeared Mark J. Risco personally appeared Roy Gill
who proved to me on the basis of satisfactory evidence to who proved to me an the basis of satisfactory evidence to
be the person(e) whose name(s) is/ara subscribed to the be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that within instrument and acknowledged to me that
he/sheftay executed the same in his/har{the'rr authorized he/sha4hey executed the same in his/hadthak authorized
capacity(ies), and that by his/4s#t[t&signature(s) on the capacity(ies), and that by his/h4O#K c signature(s) on the
instrument the person(s), or the entity upon behalf of instrument the person(s), or the entity upon behalf of
which the person(s)acted,executed the instrument. which the person(s)acted,executed the instrument.
I certify under PENALTY OF PERJURY, under the laws of I certify under PENALTY OF PERJURY, under the laws of
the State of California,that the foregoing paragraph is true the State of California,that the foregoing paragraph is true
and correct. and correct.
WITNESS my hand and official seal. WITNESS my hand and official seal. (,
Notary Signatur%JU6 Notary SignatureC� `Y
NotarVSeal: Nota r Seal:
ARLENE ROMANELLI CATWM.EEN P.5TEELE
Commission # 1710670 Commission 1483234
Notary Public-California Omy
Notary Public-California
Riverside County Orange County
Ila Carrm a Jot 1 2011 comm.Expires Apr 13,2008
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EXHIBIT "A"
SCOPE OF WORK
Community Facilities District Administration
The following is our proposed scope of services for the City of Palm Springs' CFD administration. All
costs associated with CFD annual administration are fully recoverable, either through the Special Tax
levy or payment by requestor for special services. MuniFinancial will:
1. Maintain and periodically update an electronic database containing parcel basis data and annual
Special Tax levy amounts by Assessor's Parcel Number.
2. Prepare an annual Special Tax Report(report). This report will include:
• The identification of CFD administrative cost items eligible for recovery by the City;
• Review of fund balances to identify any surplus funds;
• Delinquency summaries; and
• A cover letter to the report shall provide related recommendations or issues, if any. The cover
letter is not intended to be a component of the report.
3. Annually calculate and apportion the Special Taxes, as specified in the Rate and Method of
Apportionment of Special Tax.
4. Prepare, it requested, an annual resolution that establishes the budget for the fiscal year and
application of the Special Tax to be submitted to the County, including the Special Tax summary for
the fiscal year.
5. Provide Special Tax levies for each parcel by Assessors Parcel Number to the County of Riverside
Auditor/Controller's Office in the media, format, and configuration required by the County for
placement on the annual property tax roll.
6. Research parcel exceptions provided by the County and, if possible, resubmit installment amounts
that are unapplied. MuniFinancial will, on behalf of the City of Palm Springs, manually invoice Special
Tax installments that cannot be collected on the County property tax roll.
7. Provide a toll-free number to field inquiries from City staff, property owners, and other interested
parties regarding Special Tax installments and related information.
8. Prepare an Annual Report summarizing the fiscal year. This report shall include:
• Fiscal Year Summary; • Charge Detail Report, and
• Delinquency summaries; • A cover letter to the report shall provide
related recommendations or issues, if
• Budget Worksheet any. This cover letter is not intended to
be a component of the report.
• Handbill Summary
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9. Monitor delinquencies each January and May, and submit periodic reports to the City of Palm
Springs.
10. Assist the City, as requested, with the filing of an annual report with the Council, as required by the
California Government Code, Section 50075.3 (a) and (b), as amended.
11. Prepare "Notice of Special Tax" as required by the California Government Code, Sections 53340.2(b)
and 53341.5, as amended. The fee far this service is $15 per notice and is to be paid by the
requestor.
ResponsibilitiesClient
MuniFinancial will rely on being able to obtain the following information from the City of Palm Springs:
+ Assist MuniFinancial in obtaining parcel information. Although MuniFinancial will annually research
information regarding land subdivision and issuance of building permits, as required by the City of
Palm Springs, the City's assistance may still be required.
+ Information regarding collections, assessments, district fund balances, and payments received by the
City.
+ The budget summary for the district to be incorporated into the annual resolution or district report
establishing the budget.
• Information pertaining to annexations including, but not limited to, boundary maps, electronic parcel
listings, development plans, and tentative maps.
The City of Palm Springs acknowledges that MuniFinancial shall be relying upon the accuracy of the
information provided by the City or their designees and that MuniFinancial shall not be liable for any
inaccuracies contained therein.
CONTRACTOR'S QUALIFICATIONS
MuniFinancial is one of the largest public-sector financial consulting firms in the United States with
corporate headquarters in California and regional offices throughout the country. Since 1987, we have
helped over 800 public agencies and nonprofit organizations successfully address a broad range of
financial challenges. MuniFinancial assists local agencies with Arbitrage Rebate, Municipal Disclosure,
and Special District Administration. The firm currently has a staff of over 80 dedicated professionals, with
the range of expertise necessary to provide high-quality service to all our clients.
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Assigned Key Staff
Contractor proposes to assign the following key staff in the performance of this project:
. - ■ - . -
Mr. Mark Risco will serve as the principal-in-charge for all Special District Administration Services (DAS).
As vice president of MuniFinancial, and Division Manager of the DAS group, Mr. Risco has years of
experience acting as principle-in-charge on a vast number of projects for MuniFinancial. In fact, he has
been responsible for the administration of over 1,400 Assessment, Landscaping and Lighting, and
Community Facilities Districts, as well as standby charge, water availability, sewer and refuse programs.
His technical expertise is invaluable to clients and analysts alike, and his proficiency in techniques
involving Assessment District formations, administration, analysis for bond refunding purposes,
apportionment of assessment liens, and Delinquency Management is considerable. As such, he will
provide his expertise, and ensure that the project proceeds according to schedule and is managed in line
with the City's expectations.
Mark is involved in various organizations, such as the California Society of Municipal Finance Officers
(CSMFO), and the Municipal Management Association of Southern California (MMASC).
Mr. Risco holds a Bachelor of Arts degree from University of California, Fullerton.
Adina Vazquez, Senior Project Manager
Ms. Vazquez is senior project manager of the California Desert region of the District Administration
Services (DAS) group. She has been with MuniFinancial for over six years and has experience in the
maintenance of Special District databases, preparation of annual Special Taxes, calculation of Special
Tax prepayments, district analysis for refunding purposes, preparation of bond calls, balloting and
noticing, as well as the preparation of annual Engineer's Reports.
She is responsible for overseeing four (4) analysts in administering Mello-Roos Community Facilities
Districts, 1972 Act Landscape and Lighting Districts and 1915 Act Local Improvement Districts in
Southern California. Adina and her team provide annual levy, bond fund administration, payoff
computations, and Delinquency Management for 328 districts involving over 620,000 parcels.
Adma is affiliated with such organizations as California Society of Municipal Finance Officers (CSMFO),
and the Municipal Management Association of Southern California (MMASC).
Ms. Vazquez holds a Bachelor of Science in Accounting from DeVry University(cum laude).
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EXHIBIT "B"
SPECIAL REQUIREMENTS
1. Section 5.2(a) is hereby modified to read as follows:
(a) Contractor will defend any action or actions filed in connection with any of said claims
or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in
connection therewith that may be asserted or claimed by any person, firm, or entity to the extent caused
by the negligent activities of Contractor, its agents or employees hereunder, excepting only liabilities due
to the active negligence or willful misconduct of the CITY, its agents or employees;
2. Except as expressly provided herein, all other terms and conditions of the Agreement
shall remain in full force and effect.
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EXHIBIT "C"
SCHEDULE OF COMPENSATION
Community Facilities District Administration
The fees below reflect the completion of the tasks outlined in the scope of services. These fees and rates
are subject to increase, which will not exceed the most recent annual change in the Consumer Price
Index(CPI) within the applicable areas, as calculated by the United States Department of Labor.
r
mmunity Facilities $ 4,000 (Base Fee)
trict 2005-1t1I 1,50 (Per Parcel)
Community Facilities $ 2,000 (Base Fee)
District 2007-1(2) 1.50 (Per Parcel)
The total not-to-exceed price to complete this project is fifteen thousand dollars ($15,000) (hereinafter
"Contract Sum"). This price includes all direct expenses required to complete the project. In no event
shall Contractor's billing exceed the Contract Sum without prior written authorization by the City.
The above amount reflects the base fee for fiscal year 2006/2007, with the first CPI increase effective
July 1, 2007.
(2) The above amount reflects the base fee for fiscal year 2008/2009, with the first CPI increase effective
July 1, 2009.
Reimbursable Expenses will be reimbursed for out-of-pocket expenses. Examples of reimbursable expenses
include, but are not limited to: postage, travel expenses, mileage (currently 50-50 per mile), maps,
electronic data provided from the County and/or other applicable resources, and copying (currently 60
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 below).
In the event that a third party requests any documents from MuniFinancial, MuniFinancial may charge
such third party for providing such documents in accordance with MuniFinancial's applicable rate
schedule.
Additional services
Additional services may be authorized by the City and will be billed at our then-current hourly consulting
rates below:
Division Manager $ 180
Principal Consultant 145
Senior Project Manager 125
Project Manager 105
Senior Analyst 85
Analyst 75
Analyst Assistant 65
Property Owner Services Representative 50
Support Staff 45
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EXHIBIT "D"
SCHEDULE OF PERFORMANCE
Time is of the essence of this agreement. CONTRACTOR shall perform all services hereunder as
expeditiously as is consistent with professional skill and care, as well as the orderly progress of the
Project work so as not to be the cause, in whole or in part, of delays in the completion of the Project or in
the achievement of any Project milestones, as provided herein. Specifically, CONTRACTOR shall
perform its Services so as to allow for the full and adequate completion of the Project within three
hundred and sixty-five (365) days of receipt of a notice to proceed. If at any time it appears that the
project cannot be completed by the date specified, CONTRACTOR shall notify CITY of that fact and
provide an estimate of the time when the project will be completed. If CONTRACTOR has been the sale
source of delay, and if completion of the project would be expedited by use of other or additional
consulting services, CITY may use the retained amounts for the purpose and shall be relieved of paying
such retention to CONTRACTOR. If the CONTRACTOR's work is not satisfactory, CITY has the right to
take appropriate action, including but not limited to: (1) meeting with the CONTRACTOR to review the
quality of the work and resolve matters of concern; (2) requiring the CONTRACTOR to perform the work
at no additional fee until it is satisfactory; (3) suspending the delivery of further work to the
CONTRACTOR for an indefinite time; (4) withholding payment; or (5) terminating the Agreement as set
forth in Section 7.8.
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