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Fin Continuing Disclosure Services f c AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT, made and entered into this 14th day of May 2012, by and between Willdan Financial Services,a corporation, and City of San Rafael on Behalf of the Successor Agency,hereinafter referred to as"Client." WHEREAS, Client desires to employ Willdan Financial Services to furnish ongoing professional services in connection with Continuing Disclosure Services, hereinafter referred to as the"Project." NOW, THEREFORE, in consideration of the mutual premises, covenants and conditions herein contained, the parties agree as follows: SECTION I - BASIC SERVICES Willdan Financial Services shall provide to the Client the basic services described in detail in Exhibit "A," Scope of Services, attached hereto and incorporated herein by this reference. SECTION II -ADDITIONAL SERVICES If authorized, Willdan Financial Services shall furnish additional services, which are in addition to the basic services. To the extent that the additional services have been identified in this Agreement, they are itemized in Exhibit "A" and will be paid for by Client as indicated in Section III hereof. As further additional services are requested by Client,this Agreement may be modified and subject to mutual consent by execution of an addendum by authorized representatives of both parties, setting forth the additional scope of services to be performed, the performance time schedule and the compensation for such services. SECTION III - COMPENSATION Willdan Financial Services shall be compensated for basic services rendered under Section I, as in accordance with the terms and conditions indicated in Exhibit "B," Fees for Services; and Willdan Financial Services will be compensated for any additional services rendered under Section II as more particularly described in a fully approved and executed addendum to this Agreement. If no addendum is executed, then Willdan Financial Services shall be compensated at its then-prevailing hourly rates for such additional services. Willdan Financial Services may submit monthly statements for basic and additional services rendered. It is intended that Client will make payments to Willdan Financial Services within thirty(30)days of invoice.All invoices not paid within thirty (30) days shall bear interest at the rate of 1-1/2 percent per month or the then legal rate allowed. ORIG Willdan Financial Services Page 1 City of San Rafael on Behalf of the Successor Agency y� _ 3 - �3�, SECTION IV— INDEMNITY; INSURANCE REQUIRED A. Indemnity. Willdan Financial Services shall indemnify and hold harmless Client, its officers, officials, directors, employees, designated agents, and appointed volunteers from and against all claims, damages, losses and expenses, including attorney fees, arising out of the performance of the services described herein, caused in whole or in part by the negligent acts, errors or omissions of Willdan Financial Services, any subconsultant, anyone directly or indirectly employed by any of them or anyone for whose acI any of them may be liable, except where caused by the active negligence or willful misconduct of Client or Client's officers, agents or employees. B. Insurance. Without in any way limiting Willdan Financial Services' liability pursuant to the indemnification described above,Willdan Financial Services shall maintain,during the term of this contract,the following insurance: Coverage Minimum Limits General Liability $1,000,000 Combined Single Limit, per Comprehensive General Liability, including: occurrence and general aggregate Premises and Operations Contractual Liability Personal-Injury Liability Independent Contractors Liability (if applicable) Automobile Liability $1,000,000 Combined Single Limit, per Comprehensive Automobile Liability, occurrence (including owned, non-owned and hired autos) Workers' Compensation and Employer's Statutory, $1,000,000 Liability Workers' Compensation Insurance Employer's Liability Professional Liability $1,000,000 per claim and annual aggregate Professional Liability Insurance SECTION V- INDEPENDENT CONTRACTOR STATUS Willdan Financial Services shall be an independent contractor and shall have responsibility for and control over the details and means of providing the services under this Agreement. Willdan Financial Services Page 2 City of San Rafael on Behalf of the Successor Agency SECTION VI - OWNERSHIP AND MAINTENANCE OF DOCUMENTS Willdan Financial Services may rely upon the accuracy of any documents provided to Willdan Financial Services by Client. All documents, including without limitation, reports, plans, specifications, field data, field notes, laboratory test data,calculations,estimates,schedules,spreadsheets,or other documents furnished by Willdan Financial Services pursuant to this Agreement, regardless of media(e.g.,paper,electronic,magnetic, optical, Mylar, etc.), are instruments of Willdan Financial Services'services in respect to this Project and not products. All such documents shall remain the property of Willdan Financial Services, provided, however, a copy of the final documents shall be made available to Client upon request.These documents are not intended nor represented to be suitable for reuse by Client or any others on extensions of this Project or on any other project.These documents shall not be changed or reused without the prior written consent of Willdan Financial Services. Any modification or reuse without specific written verification and adoption by Willdan Financial Services for the specific purposes intended will be at user's sole risk. Client agrees to save, keep and hold harmless Willdan Financial Services from all damages,costs or expenses in law and equity including costs of suit and attorneys'fees resulting from such unauthorized reuse. Client further agrees to compensate Willdan Financial Services for any time spent or expenses incurred by Willdan Financial Services in defense of any such claim, in accordance with Willdan Financial Services' prevailing fee schedule. Client acknowledges that its right to utilize the services and instruments of services of Willdan Financial Services will continue only so long as Client is not in default of the terms and conditions of this agreement and Client has performed all obligations under this agreement. Client further acknowledges that Willdan Financial Services has the unrestricted right to use the services provided pursuant to this agreement as well as all instruments of service provided pursuant to this agreement. Client agrees not to use or permit any other person to use any instruments of service prepared by Willdan Financial Services, which are not final and which Willdan Financial Services does not sign. Client agrees to be liable for any such use of non-final instruments of service not signed, stamped or sealed by Willdan Financial Services and waives liability against Willdan Financial Services for their use. Willdan Financial Services'records,documents,calculations,test information and all other instruments of service shall be kept on file in legible form for a period of not less than two years after completion of the services covered in this Agreement. SECTION VII - SUSPENSION OF SERVICES Client may, at any time, by thirty (30) days written notice, suspend further performance by Willdan Financial Services.All suspensions shall extend the time schedule for performance in a mutually satisfactory Willdan Financial Services Page 3 City of San Rafael on Behalf of the Successor Agency manner and Willdan Financial Services shall be paid for all services performed and reimbursable expenses incurred prior to the suspensions date. SECTION VIII - TERMINATION Either party may terminate this Agreement at any time by giving thirty (30) days' written notice to the other party of such termination. If this Agreement is terminated as provided herein, Willdan Financial Services will be paid an amount which bears the same ratio to the total compensation as the services actually performed bears to the total services of Willdan Financial Services covered by this Agreement, less payments of compensation previously made. SECTION IX- COMPLIANCE WITH LAW Each party hereto will use reasonable care to comply with applicable laws in effect at the time the services are performed hereunder, which to the best of their knowledge, information and belief apply to their respective obligations under this Agreement. SECTION X- SUCCESSORS AND ASSIGNS This Agreement shall be binding on the successors and assigns of the parties,but either party,without written consent of the other party, shall not assign it, SECTION XI - ATTORNEYS FEES In the event that any judgment is entered in any action upon this Agreement,the party hereto against whom such judgment is rendered agrees to pay the amount equal to the reasonable attorneys fees of the prevailing party in such action and that such amount may be added to and made a part of such judgment. SECTION XII - ALTERNATIVE DISPUTE RESOLUTION If a dispute arises between the parties relating to this Agreement,the parties agree to use the following procedure prior to either party pursuing other available remedies: A. A meeting shall be held promptly between the parties, attended by individuals with decision- making authority regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute. B. If, within thirty(30) days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute,they will jointly appoint a mutually acceptable neutral person not affiliated with either of the parties (the "neutral"), seeking assistance in such regard if they have been unable to agree upon such appointment within forty (40) days from the initial meeting. The parties shall share the fees of the neutral equally. Willdan Financial Services Page 4 City of San Rafael on Behalf of the Successor Agency C. In consultation with the neutral,the parties will select or devise an alternative dispute resolution procedure ("ADR") by which they will attempt to resolve the dispute, and a time and place for the ADR to be held,with the neutral making the decision as to the procedure,and/or place and time(but unless circumstances require otherwise, not later than sixty(60)days after selection of the neutral)if the parties have been unable to agree on any of such matters within twenty(20) days after initial consultation with the neutral. D. The parties agree to participate in good faith in the ADR to its conclusion as designated by the neutral. If the parties are not successful in resolving the dispute through the ADR,then the parties may agree to submit the matter to binding arbitration or a private adjudicator, or either party may seek an adjudicated resolution through the appropriate court. SECTION XIII - RECORDS Records of Willdan Financial Services' direct labor costs, payroll costs and reimbursable expenses pertaining to the Project covered by this Agreement will be kept on a generally recognized accounting basis and made available during normal business hours upon reasonable notice. Willdan Financial Services' records will be available for examination and audit if and as required. SECTION XIV- MISCELLANEOUS PROVISIONS This Agreement is subject to the following special provisions: A. The titles used in this Agreement are for general reference only and are not a part of the Agreement. B. This Agreement shall be interpreted as though prepared by both parties. C. Any provision of this Agreement held to violate any law shall be deemed void, and all remaining provisions shall continue in full force and effect. D. This Agreement shall be interpreted under the laws of the State of California. E. This Agreement comprises a final and complete repository of the understandings between the parties and supersedes all prior or contemporary communications,representations or agreements,whether oral or written, relating to the subject matter of this Agreement. F. Any notices given pursuant to this agreement shall be effective on the third business day after posting by first class mail, postage prepaid, to the address appearing immediately after the signatures below. G. Willdan Financial Services shall not be liable for damages resulting from the actions or inactions of governmental agencies including, but not limited to, permit processing, environmental impact Willdan Financial Services Page 5 City of San Rafael on Behalf of the Successor Agency reports,dedications, general plans and amendments thereto, zoning matters, annexations or consolidations, use or conditional use permits, project or plan approvals, and building permits. H. Willdan Financial Services'waiver of any term,condition,or covenant,or breach of any term, condition,or covenant,shall not constitute the waiver of any subsequent breach of any other term,condition or covenant. Client acknowledges that Willdan Financial Services is not responsible for the performance of services by third parties, provided that said Willdan Financial Services has not retained third parties. IN WITNESS WHEREOF,the parties hereto have accepted,made and executed this Agreement upon the terms, conditions and provisions above stated, the day and year first above written. Willdan Financial Services City of San Rafael on Behalf of the Successor J10/ Agency By: 941/ �. Anne C. Pelej By: Title: Vice President&Group Manager Mark Moses Address: 27368 Via Industria, Suite 110 Title: Interim Finance Director Temecula, California 92590 Address: 1400 Fifth Avenue San Rafael, California 94915 Date: Date: St17 , Iz Willdan Financial Services Page 6 City of San Rafael on Behalf of the Successor Agency EXHIBIT A: SCOPE OF SERVICES Phase I Task Collect bond documents relating to the debt issue including the official statement,financial statements and annual reports. Document Collection Collect third-party data and other information required to be included in the Annual Financial Information Statement directly from trustees,fiscal agents,state and county agencies and others. Document Review Review the information for accuracy, materiality and appropriateness. File Set Up Load bond issues into Willdan Financial Services'proprietary tracking system. Work Plan Discussion Provide advice and direction on inclusion and presentation of the information in the Annual Financial Information Statement. Supply certain financial and operating information to perform the necessary due diligence on the Client Responsibilities bonds.This information will include,but may not be limited to,the Adopted Budget,Audited Financial Statements, and current fund balances. Phase II Task Deliverable Create a draft of the Annual Financial Information Statement for review. Work Product Discussion Discuss any relevant issues regarding the report and address questions. Deliverable Finalize the Annual Financial Information Statement,including as necessary,arranging for electronic and paper reproduction and distribution. Publication Disseminate completed and approved reports to EMMA. Publication Post completed and approved reports on the Willdan Financial Services website at www.willdan.com. Phase III Task Deliverable Prepare Notices of Significant Events covering events enumerated in Rule 15c2-12(b). Deliverable Prepare Supplemental Reports in the event the Annual Financial Information Statement is not approved and signed prior to 10 days before the filing date. Investor Support Assist with requests for information from investors and other market participants. Procedural Support Assist with new debt issues by reviewing draft disclosure documents. Willdan Financial Services Page 7 City of San Rafael on Behalf of the Successor Agency EXHIBIT B: FEES FOR SERVICES Service Fee Engagement Fee $250 Base Annual Report Fee: • Tax Allocation Bonds $1,875 Dissemination Fee $100 per report Incremental fee per future parity bond $250 Supplemental Reports $250 Amended Reports $500 Dissemination Only $500 Notice of Material Events $100 - $250 Annual Third Party Expenses Not to Exceed $900 Base Interim Report Fee: $500 • Incremental Fee per Data Component $125 Willdan Financial Services Page 8 City of San Rafael on Behalf of the Successor Agency