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HomeMy WebLinkAboutWILLDAN FINANCIAL SERVICES (3) INSURANCE ON FILE WORK MAY PROCEED N-2025-256 UNTIL It$S RANCE EXPIRE II .t�q 120 CITY CLERK DATE: OCT 0 3 2025 o,Ftmi (2-) AGREEMENT WITH WILLDAN FINANCIAL SERVICES faabrie la Lobie li(pz) TO PROVIDE DISTRICT ADMINISTRATION SERVICES THIS AGREEMENT is made and entered into this 1st day of July,2025 by and between Willdan Financial Services ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of assessment district administration services. B. Consultant represents that it is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth,the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform during the term of this Agreement the services that are described in the Scope of Work, which is attached as Exhibit A and incorporated in full. 2. COMPENSATION a. City agrees to pay,and Consultant agrees to accept as total payment for its services under this Agreement,the rates and charges identified in Exhibit A. The total sum to be expended under the term of this Agreement, including any extension periods, shall not exceed$38,250. This sum is comprised of(1)the base amount of$34,775 and (2) a contingency in the amount of$3,475 for additional services at the City' sole discretion. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Consultant agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided,the City will be authorized to deposit payments directly into Consultant's account(s) with financial institutions. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be Pagel of 10 expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2028,unless terminated earlier in accordance with Section 17, below. The term of this Agreement may be extended for an addition 2-year period upon a writing executed by the City Manager and City Attorney. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on"public works"and"maintenance"projects. If the services being performed are part of an applicable "public works"or"maintenance"project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however,the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes,which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in Page 2 of 10 any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 7. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require any subcontractors to obtain and maintain insurance as described below for the entire Term of this Agreement against claims for injuries to persons or damage to property which may arise from or in connection with services, products and materials supplied to City. Total cost of such insurance shall be borne by Consultant. MINIMUM SCOPE AND LIMIT OF INSURANCE 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence"basis, including products and completed operations, property damage, bodily injury and personal &advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 aggregate. Required policy limits can be met with primary and umbrella/excess insurance policies. 2. Automobile Liability (AL): Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with limits no less than $1,000,000 combined single limits. In the event Consultant does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance. 3. Workers' Compensation (WC): as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident, policy or employee, for bodily injury or disease. Coverage is not required if Consultant has no employees and signs request to waive such insurance. 4. Professional Liability(PL): with limits no less than$1,000,000 per occurrence or claim, and$2,000,000 aggregate. If Consultant maintains broader coverage and/or higher limits than the minimum requirements for each line of coverage shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Other Insurance Provisions The above required insurance policies are to contain or be endorsed to contain the following provisions: 1. City, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds, under Consultant's CGL and AL policies, with respect to any liability arising out of work or operations performed by or on behalf of the Page 3 of 10 Consultant including materials,parts, equipment, and personnel furnished in connection with such work or operations. 2. Consultant's Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of Consultant's CGL, AL, and WC policies which arise from work performed by Consultant under this Agreement. 3. For any claims related to this contract, Consultant's insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. 4. A severability of interest provision must apply for all the additional insureds, ensuring that Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. 5. Insurance policies required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non-renewed by the carrier, or materially changed except after thirty(30)days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non-renewal due to non-payment of premium. 6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: Eduardo Flores, 20 Civic Center Plaza, M-21, Santa Ana, CA 92701. The name and location of project must be included in the Description of Operations section of each certificate. Self-Insured Retentions Self-insured retentions must be declared to and approved by the City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the State of California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to City. Verification of Coverage Consultant shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Consultant's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Special Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk,prior experience, insurer, coverage, or other special circumstances. Page 4of10 8. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents,employees,consultants,special counsel,and representatives from liability: (1)for personal injury, damages,just compensation, restitution,judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant or its subconsultants, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution,judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages,just compensation,restitution,judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited,to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent,trademark, or copyright contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 11. CONFIDENTIALITY Page 5 of 10 If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information"shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that(a) has been disclosed in publicly available sources; (b) is,through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or(e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE a. Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. b. No immediate family members of either the Mayor, City Council Member, or any appointed City Official, including appointed board and commission members, as defined under the City's Municipal Code, whose position with the City shall award or influence the award of this Agreement, or any competing contract or amendment thereof, shall be employed in any capacity by the Consultant or have any other direct or indirect financial benefit or interest in this Agreement. c. The section also prohibits the awarding of any agreement, contract, grant, or any amendment to those awards, to any former full-time employee for one-year from date of employee separation except for any CalPERS retiree as authorized by City Council resolution d. The Consultant must comply with all conflict of interest laws, ordinances, and regulations now in effect or hereafter to be enacted during the term of this Agreement. The Consultant warrants that it is not now aware of any facts which conflict with the prohibitions defined above. If the Consultant hereafter becomes aware of any facts that might reasonably be expected to create a conflict of interest, it must immediately make full written disclosure of such facts to the City. Full written disclosure must include, but is not limited to, identification of all persons implicated and a complete description of all relevant circumstances. Failure to comply with the provisions of this paragraph will be a material breach of this Agreement. e. Consultant covenants that none of its directors, officers, employees, or agents shall participate in selecting or administrating any subcontract supported(in whole or in part) by City funds stemming from the Agreement where the awarding of the subcontract Page 6 of 10 has any direct or indirect financial benefit or interest to any individual, as defined in subsections (b) and (c) above. 13. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: City Clerk City of Santa Ana 20 Civic Center Plaza(M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Executive Director Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, CA 92702 To Consultant: Willdan Financial Services 27368 Via Industria, Suite 200 Temecula, CA 92590 Attn: Josephine Moses, Vice President—Assistant Director A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four(24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these timeframes, weekends, federal, state, County or City holidays shall be excluded. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Page 7of10 Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements,promises or agreements,orally or otherwise,have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy.No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event,Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment,the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 18. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable Page 8 of 10 federal, state and local laws and regulations. 19. JURISDICTION-VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County,California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 20. PROFESSIONAL LICENSES Consultant shall,throughout the term of this Agreement, maintain all necessary licenses, permits, approvals,waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 21. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. [Signatures on following page] Page 9of10 IN WITNESS WHEREOF,the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF S TA ANA IFE' . HA kb ALVARO NUNEZ City Cle . ` City Manager APPROVED AS TO FORM CONSULTANT SONIA R. CARVALHO City Attorney By: "( ; '�— i 'ecifitti`L71tQSa e Nellesen Josephine Moses ssistant City Attorney Vice President—Assistant Director RECOMMENDED FOR APPROVAL DY RO S, P.E. Acting Executive Director Public Works Agency Page 10 of 10 EXHIBIT A W'WILLDAN FINANCIAL SERVICES June 19, 2025 Gabriela Lomeli Administrative Services Manager City of Santa Ana 20 Civic Center Plaza Santa Ana, California 92701 Re: Renewal Letter Proposal to Provide Levy Services for FY 2025/26 Dear Gabriela: Willdan Financial Services ("Willdan") is pleased to submit our renewal letter containing scope of services and fee schedule for District Administration Services for Fiscal Year 2025/26. Scope of Services Levy Services The following is our scope of services for district administration. All costs associated with annual administration are fully recoverable either through the Assessment levy or through payment by requestor for special services. As such, Willdan proposes to perform the following services, which will meet the needs of the City's annual administration for its Assessment Districts. Annual Administration Coordinate timely enrollment of assessments and assure quality by consistently applying the method of apportionment. The tasks include but not limited to the following: • Apportion Parcels - Willdan will receive from the City staff assigned to administer the District, information necessary to create the annual Special Assessment. City staff will approve the requirement for the current fiscal year and Willdan will apportion the Special Assessment to each parcel consistent with the method of apportionment. • Coordinate with Fiscal Agent - Willdan will help the City coordinate with the Fiscal Agent to review current debt service schedules and determine the amount needed to pay principal and interest on the outstanding bonds or calculate any capitalized interest for the bond year in question, where applicable. • Determine Administrative Fees - Willdan will help the City determine the amount needed to meet the anticipated administrative expenses for the current fiscal year. • Submit to Auditor-Willdan will prepare the annual levy in a format and media acceptable for direct submission to the County Auditor's office prior to the statutory deadline and will perform adjustments and corrections to rejected parcels by resubmitting the levies, as necessary. • Direct Billing-Willdan will coordinate the direct billing of certain parcels,as requested by the City, if the parcel is non-taxable pursuant to Orange County Taxability Code and is subject to the levy. • Apportionments - Willdan will facilitate the preparation of assessment apportionment applications, if necessary. Willdan will, in a timely manner and pursuant to the applicable statutory provisions, prepare assessment apportionments, which shall include: a) preparation of amended assessment diagrams; b) apportioning the assessment to divided parcels; c) preparation and delivery of the required notice to the original bond purchaser(s); d) recordation of required notice and amended assessment diagrams, e) preparation (if necessary) of required disclosure documents, as required by the Department of Real Estate (RE624 Forms). Services related to reapportionments shall be at the expense of the requesting party or placed on the tax bill. T 951.587.3500 • 800.755.6864 I F 951.587.3510 • 888.326.6864 127368 Via Industria,Suite 200,Temecula,CA 92590 I www.willdan.com City of Santa Ana, CA • Special Assessment. A toll-free telephone number of the Consultant's designation will appear on the regular property tax billing next to the Special Assessment to facilitate contact with the public. Willdan will provide qualified and competent staff members to answer taxpayer questions regarding the purpose of the Special Assessment, the facilities constructed and/or maintained by the District, the use of bond proceeds and the method of apportionment of the Special Assessment. • Prepayment Calculations -At the request of the landowners, Willdan will calculate the prepayment amount for a parcel(s) and provide any additional information as requested related thereto. Services related to requests for payoff information from parties other than the City or property owner will be at the expense of the requesting party. If a prepayment is received, Willdan will comply with Revenue Taxation Code 163 by preparing the Release of Lien. Willdan will coordinate with City staff to have a City representative sign the Release. Willdan will record the Release within 5 days of receiving the signed Release and provide a copy to the City. The fee for this service is$50 per calculation, to be paid by the requestor. Client Responsibilities Willdan will rely on assistance from the City of Santa Ana in obtaining the following information: • Although Willdan will annually research information regarding land subdivision, as required by the City of Santa Ana, it may be necessary for the City to assist Willdan in obtaining this information, including information regarding collections, assessments, funds, and payments and/or prepayments received by the City. • The annual administrative cost information to be incorporated into the annual levy each year. • Parcel information for those properties that paid off during the year. Project Disclaimer Willdan is a registered municipal advisory firm with the U.S. Securities and Exchange Commission ("SEC"), as such we are providing the following disclaimer representing that we are not acting as a Municipal Advisor (as defined by the SEC), to the City of Santa Ana, in any capacity as it relates to the project proposed in this proposal for District Administration Services: (i.) The City uses, or may use, the services of one or more municipal advisors registered with the U.S. Securities and Exchange Commission ("SEC") to advise it in connection with municipal financial products and the issuance of municipal securities; (ii.) The City is not looking to Willdan to provide, and City shall not otherwise request or require Willdan to provide, any advice or recommendations with respect to municipal financial products or the issuance of municipal securities (including any advice or recommendations with respect to the structure, timing, terms, and other similar matters concerning such financial products or issues); (iii.)The provisions of this proposal and the services to be provided hereunder as outlined in the scope of services are not intended (and shall not be construed) to constitute or include any municipal advisory services within the meaning of Section 15B of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations adopted thereunder; (iv.) For the avoidance of doubt and without limiting the foregoing, in connection with any revenue projections, cash-flow analyses, feasibility studies and/or other analyses Willdan may provide the City with respect to financial, economic or other matters relating to a prospective, new or existing issuance of municipal securities of the City, (A) any such projections, studies and analyses shall be based upon assumptions, opinions or views (including, without limitation, any assumptions related to revenue growth) established by the City, in conjunction with such of its municipal, financial, legal and other advisers as it deems appropriate; and (B) under no circumstances shall Willdan be asked to provide, nor shall it provide, any advice or recommendations or subjective assumptions, opinions or views with respect to the actual or proposed structure, terms, timing, pricing or other similar matters with respect to any municipal financial products or municipal securities issuances, including any revisions or amendments thereto; and (v.) Notwithstanding all of the foregoing, the City recognizes that interpretive guidance regarding municipal advisory activities is currently quite limited and is likely to evolve and develop during the term of the potential engagement and, to that end, the City will work with Willdan throughout the term of the potential Agreement to ensure that the Agreement and the services to be provided by Willdan hereunder, is interpreted by the parties, and if necessary amended, in a manner intended to ensure that the City is not asking Willdan to provide, and Willdan is not in fact providing or required to provide, any municipal advisory services. The City 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 in such information. COMPREHENSIVE.INNOVATIVE.TRUSTED. W City of Santa Ana, CA Fee Schedule Willdan will administer the District, as described by our work plan, for $6,550 for fiscal year 2025/26, plus 3% cumulatively each fiscal year after. This fee includes all information gathering, preparation and presentation to furnish all materials, equipment, tools, facilities, as well as all management, superintendence, labor, services, taxes, licenses, and permits required during the course of work. As the work progresses, fees are payable monthly, on a percentage completion basis, unless another billing format is mutually agreed upon between the City of Santa Ana and Willdan. Reimbursable Expenses Willdan will be reimbursed for out of pocket expenses. Examples of reimbursable expenses include, but are not limited to: postage, travel expenses, mileage (current federal prevailing rate), maps, electronic data furnished from the County and/or other applicable resources, construction cost periodicals, and copying (currently 6¢ per copy).Any additional expense for reports or from outside services will be billed to the City, plus a fifteen percent mark-up. Charges for meeting and consulting with counsel, the City, or other parties regarding services not listed in the scope of work will be at our then-current hourly rates (see"Hourly Rates" below). There is no charge for telephone costs. In the event that a third party requests any documents, Willdan may, in accordance with Willdan's applicable rate schedule, charge such third party for providing these documents. Hourly Rates The following presents Willdan's current hourly rates for out-of-scope work approved by the city. Willdan Financial Services Hourly Rate Schedule Position Hourly Rate Group Director $250 Principal Engineer $249 Assistant Director $240 Principal Consultant $210 Senior Project Manager $185 Project Manager/Program Director $165 Senior Project Analyst $135 Senior Analyst $125 Analyst II $110 Analyst $100 Assistant Analyst $75 Property Owner Services Representative $55 Willdan appreciates the opportunity to continue to serve the City of Santa Ana. Should you have any questions, or need additional information, please contact Senior Project Manager, Daniel Louie, at (951) 587-3564 or via email at DLouie(c�willdan.com. Sincerely, WILLDAN FINANCIAL SERVICES jorOgepti 7e ___. Josephine Moses Vice President—Assistant Director District Administration Services COMPREHENSIVE. INNOVATIVE.TRUSTED. W AC RO EP (CERTIFICATE OF LIABILITY INSURANCE DATE(MMDDfYYYY) �.- 11/90025 10'21 i2 024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Insurance Brokers.LLC CO OOMEACT CA License#0B99399 PHONE FAX IAIC yo,_Extl: (A/C.No): 777 S.Figueroa Street,52nd fl. E-MAIL Los Angeles CA 90017 ADDRESS: 213-689-0065 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Travelers Property Casualty Company of America 25674 INSURED Willd n Financial Services INSURER B:Allied World Surplus Lines Insurance Company 24319 1511007 27368 Via Industria,Suite 200 INSURER C: Temecula,CA 92590 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 18919392 REVISION NUMBER: )00DOCKX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUER LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER POLICY EFF POLICY EXP [MMlDDIYYYY) (tRArDDfYYYY) LIMBS A COMMERCIAL GENERAL LIABILITY Z y p-630 A11 8471-Ta 24 11,912024 11/9/2025 EACH OCCURRENCE $ 1,000,000 DAMAGE TO /LLI CLAIMS-MADE X OCCUR PREMISES fEaEoccurrence) S 1,000,000 X Emp.Benefits Liab. MED EXP(Any one person) $ 15-000 _ X Conir.Liab.Incl. PERSONAL&ADV INJURY S 1,000,000 GENT-AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE s 2,000,000 POLICY PRri O- X LOC PRODUCTS-COMP/OP AGG S 2,000.000 OTHER: $ A AUTOMOBILE umurr N N 810-A1161741-24-43-G 11192014 11/9/2025 CEOaAaxideDtSINGLE LIMIT 3 1,000,000 x ANY AUTO BODILY INJURY(Per person) S IWO= OWNED SCHEDULED — AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ 300000CC HIRED NON-OWNED AUTOS ONLY — AUTOS ONLY (P PROPERTY DAMAGE S — (Per accident) X:XXXXXi S XX>OCCXX UMBRELLA LIAR — OCCUR NOT APPLICABLE EACH OCCURRENCE $ I0L EXCESS LIAR CLAIMS-MADE AGGREGATE s XMOOCXX DED RETENTION$ $ X300000i WORKERS COMPENSATION N - PER OTFi- A AND EMPLOYERS'LIABILITY YIN UB-SI'032268-24 3-G 11;9r2024 11?9./2025 X STAThTE ER OFCE0ERCU EL._4CHACCIDJ�T $ 1,000_Q00FFICER. 9BEX DED? N NIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE S 1,000-000 If yes,describe under DESCRIPTION OF OPERATiONS below EL DISEASE-POLICY LIMIT S 1,000,000 B Pollution Liab. N N 0313-5950 11/9/3024 1119,2025 Per Claim:SIM;Aggregate:S2M Arch.&Eng.Prof Liab. Per Claim:$1M;Aggregate:$2M DESCRIPTION OF OPERATIONS)LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE:Project Name:Assessment District Administration Services.The City of Santa Ana,its officers,employees_agents,volunteers and representatives are included as Additional Insured in accordance with the policy provisions of the General Liability policy.General Liability policy evidenced herein is Primary and Non-Contributory to other insurance available to an Additional Insured,but only in accordance with the policy's provisions.Please see next page. CERTIFICATE HOLDER CANCELLATION See Attachments SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 18919392 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Santa Ana Risk Management Division 20 Civic Center Plaza AUTHORIZED REPRESENTATIVE ,, Santa Ana CA 92701 .; - I ©1988-20 "^r�nr�nrtan/' nru�wr n n":why----- " ACORD 25(2016/03} The ACORD name and logo are registered marks of A APPROVED By Cynthia Mora at 9:14 am, Nov 13, 2024 • CONTINUATION DESCRIPTION OF OPERATIONSLOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS(Use only if more space Is required) A Waiver of Subrogation is granted in favor of the City of Santa Ana,its officers,employees,agents,volunteers and representatives in accordance with the policy provisions of the General Liability policy. Should General Liability, Automobile Liability and Workers'Compensation policies be cancelled before the expiration date thereof,the policy provisions will govern how notice of cancellation may be delivered to certificate holders in accordance with the policy provisions.Pollution coverage is provided for covered operations subject to limits and policy terms and conditions of the Professional Liability policy. • ACORD 25(2016/03) Certificate Holder ID: 18919392 Attachment Code:D604165 Master ID: 1511007,Certificate ID: 18919392 Policy P-630-A1178471-TIL-24 COMMERCIAL GENERAL LIABILITY Effective 11/9/2024 to 11/9/2025 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (Includes Products-Completed Operations If Required By Contract) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITYCOVERAGE PART PROVISIONS (1)Any"bodily injury", "property damage" the following is added to SECTION II —WHO IS AN "personal injury"arising out of the providing, INSURED or failure to provide, any professional Any person or organization that you agree in a architectural, engineering or surveying written services, including contract or agreement to include as an additional (a)The preparing, approving, or failing to insured on this Coverage Part is an insured, but only prepare or approve, maps, shop a.With respect to liability for"bodily injury"or drawings,opinions, reports, surveys,field "property damage"that occurs, or for"persona orders or change orders, or the injury" caused by an offense that Is committed, preparing, approving, or failing to prepare subsequent to the signing of that contract or or approve, drawings and specifications; agreement and while that part of the contract or and agreement is in effect; and b. If, and only to the extent that, such injury or (b)Supervisory, inspection, architectural or engineering activities. damage is caused by acts or omissions of you or your subcontractor in the performance of"your (2)Any"bodily injury"or"property damage" work"to which the written contract or agreement caused by"your work"and included in the applies. Such person or organization does not "products-completed operations hazard" qualify as an additional insured with respect to the unless the written contract or agreement independent acts or omissions of such person or specifically requires you to provide such organization coverage for that additional insured during the The insurance provided to such additional insured is policy period. subject to the following provisions c.The additional insured must comply with the a. If the Limits of Insurance of this Coverage Part following duties: shown in the Declarations exceed the minimum limits required by the written contract or (1) Give us written notice as soon as practicable agreement, the insurance provided to the of an "occurrence" or an offense which may additionalinsured willbe limited to such minimum result in a claim.To the extent possible, such required limits. For the purposes of determining notice should include: whether this limitation applies, the minimum limits (a) How, when and where the "occurrence"or required by the written contract or agreement will offense took place; be considered to include the minimum limits of any Umbrella or Excess liability coverage (b)The names and addresses of any injured required for the additiona insured by that written persons and witnesses; and contract or agreement. This provision will not (c) The nature and location of any injury or increase the limits of insurance described in Section III—Limits Of Insurance damage arising out of the"occurrence" oroffense. b.The insurance provided to such additiona insured (2) If a claim is made or "suit" is brought against does not apply to the additionalinsured: CG D2 46 04 19 0 2018 The Travelers Indemnity Company.All rights reserved Page 1 of 2 Attachment Code:D604165 Master ID: 150100R,Certificate ID: 18919392 Policy P-630-A1178471-TIL-24 Effective 11/9/202410 11/9/2025 COMMERCIALGENERALLIABILITY (a) Immediatelyrecord the specifics of the (4)Tender the defense and indemnity of P a "suit to any provider o other claim or"suit"and the date received; and claim or (b) Notify us as soon as practicable and see insurance which would coversuch additional to it that we receive written notice ofthe insured for a loss we cover. However,this claim or"suit" as soon as practicable condition does not affect whetherthe insurance provided to such additional insured (3) Immediately send,us copies of all lea is primary to other insurance available to such pa ers rgct yed in connection with hie P claim suer , cooperate whit us in a additionalinsured which covers thatperson or or organization as a named insured as described in Paragraph 4., Other Insurance, of Section investigation or settlement of the claim or IV—Commercial General Liability Conditions. defense against the "suit", and otherwise comply with all policy conditions CG D2 46 0419 Attachment Code:D639778 Master ID: 1511007,Certificate ID: 18919392 Policy P-630-A1178971-TII,-29 COMMERCIAL GENERAL LIABILITY Effective 11/9/2024 to c. Method Of Sharing a. The statements in the Declarations are If all of the other insurance permits contribution accurate and complete; by equal shares,we will follow this method also. b. Those statements are based upon Under this approach each insurer contributes representations you made to us; and equal amounts until it has paid its applicable limit c. We have issued this policy in reliance upon of insurance or none of the loss remains, your representations. whichever comes first. If any of the other insurance does not permit The unintentional omission of, or unintentional error contribution by equal shares, we will contribute in, any information provided by you which we relied by limits. Under this method, each insurer's upon in issuing this policy will not prejudice your rights share is based on the ratio of its applicable limit under this insurance. However,this provision does of insurance to the total applicable limits of not affect our right to collect additional premium or to insurance of all insurers. exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or d. Primary And Non-Contributory Insurance If regulations. Required By Written Contract 7. Separation Of Insureds If you specifically agree in a written contract or Except with respect to the Limits of Insurance, and agreement that the insurance afforded to an any rights or duties specifically assigned in this insured under this Coverage Part must apply on Coverage Part to the first Named Insured, this a primary basis,or a primary and noncontributory basis,this insurance is primary to other insurance insurance applies: that is available to such insured which covers a. As if each Named Insured were the only such insured as a named insured, and we will not Named Insured; and share with that other insurance, provided that: b. Separately to each insured against whom (1)The "bodily injury"or"property damage" claim is made or"suit' is brought. for which coverage is sought occurs; and 8.Transfer Of Rights Of Recovery Against Others (2)The"personal and advertising injury"for To Us which coverage is sought is caused by an If the insured has rights to recover all or part of any offense that is committed; payment we have made under this Coverage Part, subsequent to the signing of that contract or those rights are transferred to us. The insured must agreement by you. do nothing after loss to impair them.At our request, 5. Premium Audit the insured will bring "suit"or transfer those rights to us and help us enforce them. a. We will compute all premiums for this Coverage 9 When We Do Not Renew Part in accordance with our rules and rates. If we decide not to renew this Coverage Part, we will b. Premium shown in this Coverage Part as mail or deliver to the first Named Insured shown in advance premium is a deposit premium only.At the close of each audit period we will compute the the Declarations written notice of the nonrenewal not earned premium for that period and send notice less than 30 days before the expiration date. to the first Named Insured. The due date for audit If notice is mailed, proof of mailing will be sufficient and retrospective premiums is the date shown as proof of notice. the due date on the bill. If the sum of the advance SECTION V—DEFINITIONS and audit premiums paid for the policy period is 1,"Advertisement" means a notice that is broadcast or greater than the earned premium, we will return published to the general public or specific market the excess to the first Named Insured. segments about your goods, products or services c. The first Named Insured must keep records of for the purpose of attracting customers or the information we need for premium supporters. For the purposes of this definition: computation, and send us copies at such times a. Notices that are published include material as we may request. placed on the Internet or on similar electronic 6. Representations means of communication;and By accepting this policy, you agree: b. Regarding websites, only that part of a website that is about your goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. Page 16 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission. Attachment Yod PD0.15597�6 t.�ster_IIJ:T 511007,Certificate ID: 18919392 Effective 11/9/2024 to 11/9/2025 COMMERCIAL GENERAL LIABILITY occupational therapist or occupational that is available to any of your"employees" therapy assistant, physical therapist or for"bodily injury"that arises out of providing speech-language pathologist; or or failing to provide "incidental medical (b) First aid or "Good Samaritan services" services" to any person to the extent not by any of your"employees"or"volunteer subject to Paragraph 2.a.(1) of Section II — workers", other than an employed or Who Is An Insured. volunteer doctor. Any such "employees" K.MEDICAL PAYMENTS—INCREASED LIMIT or"volunteer workers" providing or failing The following replaces Paragraph 7. of to provide first aid or "Good Samaritan SECTION III—LIMITS OF INSURANCE: services"during their work hours for you will be deemed to be acting within the 7. Subject to Paragraph 5. above, the Medical scope of their employment by you or Expense Limit is the most we will pay under performing duties related to the conduct Coverage C for all medical expenses of your business. because of"bodily injury"sustained by any 3. The following replaces the last sentence of one person, and will be the higher of: Paragraph 5.of SECTION III—LIMITS OF a. $10,000; or INSURANCE: For the purposes of determining the b. The amount shown in the Declarations of applicable Each Occurrence Limit, all related this Coverage Part for Medical Expense acts or omissions committed in providing or Limit. failing to provide "incidental medical L. AMENDMENT OF EXCESS INSURANCE services", first aid or "Good Samaritan CONDITION—PROFESSIONAL LIABILITY services"to any one person will be deemed The following is added to Paragraph 4.b., to be one"occurrence". Excess Insurance, of SECTION IV — 4. The following exclusion is added to COMMERCIAL GENERAL LIABILITY Paragraph 2., Exclusions, of SECTION I — CONDITIONS: COVERAGES — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE This insurance is excess over any of the other LIABILITY: insurance, whether primary, excess, contingent or on any other basis, that is Professional Sale Of Pharmaceuticals Liability or similar coverage, to the extent the "Bodily injury" or"property damage"arising loss is not subject to the professional services out of the violation of a penal statute or exclusion of Coverage A or Coverage B. ordinance relating to the sale of M. BLANKET WAIVER OF SUBROGATION — knowledge pharmaceuticals committed by, or with the WHEN REQUIRED BY WRITTEN CONTRACT knowle or consent of the insured. OR AGREEMENT 5. The following is added to the DEFINITIONS Section: The following is added to Paragraph 8., Transfer "Incidental medical services"means: Of Rights Of Recovery Against Others To Us, of SECTION IV — COMMERCIAL GENERAL a. Medical, surgical, dental, laboratory,x- LIABILITY CONDITIONS: ray or nursing service or treatment, If the insured has agreed in a written contract or advice or instruction, or the related furnishing of food or beverages; or agreement to waive that insured's right of recovery against any person or organization,we b. The furnishing or dispensing of drugs or waive our right of recovery against such person medical, dental, or surgical supplies or or organization, but only for payments we make appliances. because of: 6. The following is added to Paragraph 4.b., a. "Bodily injury" or "property damage" that Excess Insurance, of SECTION IV — occurs; or COMMERCIAL GENERAL LIABILITY CONDITIONS: b. "Personal and advertising injury" caused by This insurance is excess over any valid and an offense that is committed; collectible other insurance, whether primary, subsequent to the signing of that contract or excess, contingent or on any other basis, agreement. CG D3 79 02 19 ©2017 The Travelers IndemnityCompany.All rights reserved. Page 5 of 6 Includes copyrighted material of Insurance Services Office,Inc.with its permission. Attachment Code:D603994 Master ID: 1511007,Certificate ID: 18919392 POLICY NUMBER: P-630-A1178471-TIL-24 ISSUE DATE: 10-21-24 EFFECTIVE: 11/9/2024 - 11/9/2025 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED PERSON OR ORGANIZATION - NOTICE OF CANCELLATION PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: Number of Days Notice: 30 PERSON OR ORGANIZATION: ANY PERSON OR ORGANIZATION TO WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION OF THIS POLICY WILL BE GIVEN, BUT ONLY IF: 1. YOU SEND US A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED RECEIVES NOTICE FROM US OF THE CANCELLATION OF THIS POLICY; AND 2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS SCHEDULE. ADDRESS: THE ADDRESS FOR THAT PERSON OR ORGANIZ- ATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. PROVISIONS If we cancel this policy for any legally permitted reason other than nonpayment of premium, and a number of days is shown for Cancellation in the Schedule above, we will mail notice of cancellation to the person or organization shown in such Schedule.We will mail such notice to the address shown In the Schedule above at least the number of days shown for Cancellation in such Schedule before the effective date of cancellation. IL T4 05 05 19 ©2019 The Travelers Indemnity Company.All rights reserved. Page 1 of 1 Attachment Code:D603995 Master ID: 1511007,Certificate ID: 18919392 POLICY NUMBER: 810—A1161741-24-43—G COMMERCIAL AUTO Effective 11/9/2024 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM PROVISIONS 2fo.IloTwhineg is added to Paragraph B.5.,Other 1. The following is added to Paragraph A.1.c., Who Insurance of SECTION IV—BUSINESS AUTO Is An Insured, of SECTION II—COVERED CONDITIONS: AUTOS LIABILITY COVERAGE: Regardless of the provisions of paragraph a. and This includes any person or organization who paragraph d. of this part 5.Other Insurance, this you insurance is primary to and non-contributory with are required under a written contract or applicable other insurance under which an agreement between you and that person or additional insured person or organization is the organization, that is signed by you before the first named insured when the written contract or "bodily injury" or"property damage"occurs and agreement between you and that person or that is in effect during the policy period, to name organization, that is signed by you before the as an additional insured for Covered Autos "bodily injury" or"property damage"occurs and Liability Coverage, but only for damages to which that is in effect during the policy period, requires this insurance applies and only to the extent of this insurance to be primary and non-contributory. that person's or organization's liability for the CA T4 74 02 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance services Office,Inc.with Its permission. AltacBUSINESSe�U O42EXTENSIO ENIDORSEMENTcate ID: 18919392 POLICY NUMBER: 810-A1161741-24-43-G COMMERCIAL AUTO Effective 11/9/2024 You agree to maintain all required or (2) In or on your covered "auto". compulsory insurance in any such coun- This coverage applies only in the event of a total try up to the minimum limits required by theft of your covered"auto". local law. Your failure to comply with compulsory insurance requirements will No deductibles apply to this Personal Property not invalidate the coverage afforded by coverage. this policy, but we will only be liable to the K. AIRBAGS same extent we would have been liable The following is added to Paragraph B.3., Exclu- had you complied with the compulsory in- sions, of SECTION III—PHYSICAL DAMAGE surance requirements. COVERAGE: (d) It is understood that we are not an admit- Exclusion 3.a. does not apply to "loss"to one or ted or authorized insurer outside the more airbags in a covered "auto"you own that in- United States of America, its territories flate due to a cause other than a cause of"loss" and possessions, Puerto Rico and Can- set forth in Paragraphs A.1.b. and A.1.c., but ada. We assume no responsibility for the only: furnishing of certificates of insurance, or a. If that"auto" is a covered "auto"for Compre- for compliance in any way with the laws hensive Coverage under this policy; of other countries relating to insurance. b. The airbags are not covered under any war- G. WAIVER OF DEDUCTIBLE—GLASS ranty; and The following is added to Paragraph D., Deducti- c. The airbags were not intentionally inflated. ble, of SECTION III—PHYSICAL DAMAGE We will pay up to a maximum of$1,000 for any COVERAGE: one"loss". No deductible for a covered "auto"will apply to L. NOTICE AND KNOWLEDGE OF ACCIDENT OR glass damage if the glass is repaired rather than LOSS replaced. The following is added to Paragraph A.2.a., of H. HIRED AUTO PHYSICAL DAMAGE—LOSS OF SECTION IV—BUSINESS AUTO CONDITIONS: USE—INCREASED LIMIT Your duty to give us or our authorized representa- The following replaces the last sentence of Para- tive prompt notice of the"accident" or"loss"ap- graph A.4.b., Loss Of Use Expenses, of SEC- plies only when the"accident"or"loss"is known TION III—PHYSICAL DAMAGE COVERAGE: to: However, the most we will pay for any expenses (a)You (if you are an individual); for loss of use Is$65 per day, to a maximum of (b)A partner(if you are a partnership); $750 for any one "accident". (c)A member(if you are a limited liability com- l. PHYSICAL DAMAGE — TRANSPORTATION pany); EXPENSES—INCREASED LIMIT (d)An executive officer, director or insurance The following replaces the first sentence in Para- manager(if you are a corporation or other or- graph A.4.a., Transportation Expenses, of ganization); or SECTION III—PHYSICAL DAMAGE COVER- (e)Any"employee" authorized by you to give no- AGE: tice of the "accident"or"loss". We will pay up to $50 per day to a maximum of M. BLANKET WAIVER OF SUBROGATION $1,500 for temporary transportation expense in- The following replaces Paragraph A.5., Transfer curred by you because of the total theft of a coy- Of Rights Of Recovery Against Others To Us, ered "auto"of the private passenger type. of SECTION IV—BUSINESS AUTO CONDI- J. PERSONAL PROPERTY TIONS 5. Transfer Of Rights Of Recovery Against The following is added to Paragraph A.4., Cover- Others To Us age Extensions, of SECTION III—PHYSICAL We waive any right of recovery we may have DAMAGE COVERAGE: against any person or organization to the ex- Personal Property tent required of you by a written contract We will pay up to $400 for"loss"to wearing ap- signed and executed prior to any"accident" pare) and other personal property which is: or"loss", provided that the"accident" or"loss" (1)Owned by an "insured"; and arises out of operations contemplated by such contract.The waiver applies only to the person or organization designated in such contract. CA T3 53 02 15 ©2015 The Travelers Indemnity Company.All rights reserved. Page 3 of 4 Includes copyrighted material of Insurance Services Office,Inc.with its permission. Attachment Code:D603996 Master ID: 1511007,Certificate ID: 18919392 POLICY NUMBER: 810—A1161741-24-93—G ISSUE DATE: 1 0/2 1/29 Effective 11/9/2029 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED PERSON OR ORGANIZATION - NOTICE OF CANCELLATION PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: Number of Days Notice: 30 PERSON OR ORGANIZATION: ANY PERSON OR ORGANIZATION TO WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION OF THIS POLICY WILL BE GIVEN, BUT ONLY IF: 1. YOU SEND US A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED RECEIVES NOTICE FROM US OF THE CANCELLATION OF THIS POLICY; AND 2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS SCHEDULE. ADDRESS: THE ADDRESS FOR THAT PERSON OR ORGANIZ— ATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. PROVISIONS If we cancel this policy for any legally permitted reason other than nonpayment of premium, and a number of days is shown for Cancellation in the Schedule above, we will mail notice of cancellation to the person or organization shown in such Schedule. We will mall such notice to the address shown in the Schedule above at least the number of days shown for Cancellation in such Schedule before the effective date of cancellation. IL T4 05 05 19 ©2019 The Travelers Indemnity Company.All rights reserved. Page 1 of 1 Attachment Code:D656212 Master ID: 1511007,Certificate ID: 18919392 POLICY NUMBER: ISSUE DATE: 10/21/2029 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED PERSON OR ORGANIZATION - NOTICE OF CANCELLATION PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: Number of Days Notice: 30 PERSON OR ORGANIZATION: A PERSON OR ORGANIZATION TO WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION OF THIS POLICY WILL BE GIVEN, BUT ONLY IF: 1. YOU SEND US A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED RECEIVES NOTICE FROM US OF THE CANCELLATION OF THIS POLICY; AND 2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINING OF THE APPLIfARLE NUMBER OF DAYS SHOWN IN THIS SCHEDULE. ADDRESS: THE ADDRESS FOR THT PERSON OR ORGANIZ— ATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. PROVISIONS If we cancel this policy for any legally permitted reason other than nonpayment of premium, and a number of days is shown for Cancellation in the Schedule above,we will mail notice of cancellation to the person or organization shown in such Schedule. We will mail such notice to the address shown in the Schedule above at least the number of days shown for Cancellation in such Schedule before the effective date of cancellation. IL T4 05 0519 ©2019 The Travelers Indemnity Company.All rights reserved. Page 1 of 1 Attachment Code:D616078 Master ID: 1511007,Certificate ID: 18919392 TRAVELERS J� WORKERS COMPENSATION AND ONE TOWER SQUARE HARTFORD CT 06183 EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 00 03 13 (00) - POLICY NUMBER: UB-8Y032268-24-43-G WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. SCHEDULE DESIGNATED PERSON: DESIGNATED ORGANIZATION: ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. INCLUDING: ORGANIZATION: ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT, EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. However, for purposes of work performed by the employer in Missouri, this waiver of subrogation does not apply to any construction group of classifications as designated by the waiver of right to recover from others (subrogation) rule in our manual. DATE OF ISSUE: 10-21-29 ST ASSIGN: PAGE 1 OF1 Attachment Code:D656443 Master ID: 1511007,Certificate ID: 18919392 TRAVELERS WORKERS COMPENSATION G S AND ONE TOWER SQUARE EMPLOYERS LIABILITY POLICY HARTFORD CT 06183 ENDORSEMENT WC 99 06 R3 (00) - POLICY NUMBER: UB-8Y032268-24-43-G NOTICE OF CANCELLATION TO DESIGNATED PERSONS OR ORGANIZATIONS The following is added to PART SIX-CONDITIONS : Notice Of Cancellation To Designated Persons Or Organizations If we cancel this policy for any reason other than non-payment of premium by you, we will provide notice of such cancellation to each person or organization designated in the Schedule below. We will mail or deliver such notice to each person or organization at its listed address at least the number of days shown for that person or organization before the cancellation is to take effect. You are responsible for providing us with the information necessary to accurately complete the Schedule below. If we cannot mail or deliver a notice of cancellation to a designated person or organization because the name or address of such designated person or organization provided to us is not accurate or complete, we have no responsibility to mail, deliver or otherwise notify such designated person or organization of the cancellation. SCHEDULE Name and Address of Designated Persons or Organizations: Number of Days Notice ANY PERSON OR ORGANIZATION TO WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION OF THIS POLICY WILL BE GIVEN 30 , BUT ONLY IF: 1. YOU SEND US A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDIN G THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED RECEIVES NOTICE FROM US OF THE CANCELLATION 0 F THIS POLICY;AND 2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS ENDORSEM ENT. ADDRESS: THE ADDRESS FOR THAT PERSON OR ORGANIZATION INCLUDED IN SUCH WRIT TEN REQUEST FROM YOU TO US. All other terms and conditions of this policy remain unchanged. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 11/9/2024 Policy No. UB-8Y032268-24-43-G Endorsement No. Insurance Company Countersigned by Travelers Property Casualty Company of America Pagel of 1 DATE OF ISSUE: 10-21-24 ST ASSIGN: ©2013 The Travelers Indemnity Company.All rights reserved. Attachment Code:D604007 Master ID: 1511007,Certificate ID: 18919392 ENDORSEMENT NO. AMEND SUBROGATION CLAUSE; WAIVER OF SUBROGATION FOR CLIENTS AND THIRD PARTIES This Endorsement, effective at 12:01 a.m. on November 9,2024, forms part of Policy No. 0313-5950 Issued to Willdan Group, Inc. Issued by Allied World Surplus Lines Insurance Company In consideration of the premium charged, it is hereby agreed that Section VIII. CONDITIONS, Subsection N. is deleted in its entirety and replaced as follows: N. SUBROGATION In the event of any payment under this Policy,the Company shall be subrogated to all the Insured's rights of recovery against any person or organization and the Insured shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights. The Insured shall do nothing to prejudice such rights. The Company agrees to waive its right of subrogation against any client of the Insured or any other person or entity for a Claim which is covered by this Policy where the Insured agreed to waive any such rights in writing prior to the date the Wrongful Act giving rise to such Claim first occurred. Any recoveries shall be applied first to subrogation expenses, second to Damages and Defense Expenses paid by the Company, and third in satisfaction of the Policy Deductible shown in Item 4. of the Declarations. Any additional amounts recovered shall be paid to the First Named Insured. All other terms, conditions and limitations of this Policy shall remain unchanged.ichut& Authorized Representative AE 00062 (08/21) Attachment Code:D604005 Master ID: 1511007,Certificate ID: 18919392 ENDORSEMENT NO. ADVICE OF CANCELLATION TO ENTITIES OTHER THAN THE NAMED INSURED LIMITED TO E-MAIL NOTIFICATION This Endorsement, effective at 12:01 a.m. on November 9, 2024, forms part of Policy No. 0313-5950 Issued to Willdan Financial Services Issued by Allied World Surplus Lines Insurance Company In consideration of the premium charged, it is hereby agreed that: In the event that the Company cancels this Policy for any reason other than nonpayment of premium, and 1. the cancellation effective date is prior to this P olicy'slexpiration date; 2. the First Named Insured is under an existing contractual obligation to notify a certificate holder when this Policy is canceled (hereinafter, the "Certificate Holder(s)"); and has provided to the Company, either directly or through its broker of record, the email address of the contact at such entity; and 3. the Company receives this information after the First Named Insured receives notice of cancellation of this Policy and prior to this Policy's cancellation effective date, via an electronic spreadsheet that is acceptable to the Company; the Company will provide advice of cancellation (the "Advice")via e-mail to such Certificate Holders not later than thirty(30)days before the effective date of cancellation. Proof of the Company emailing the Advice, using the information provided by the First Named Insured, will serve as proof that the Company has fully satisfied its obligations under this Endorsement. This Endorsement does not affect, in any way, coverage provided under this Policy or the cancellation of this Policy or the effective date thereof, nor shall this Endorsement invest any rights in any entity not insured under this Policy. Any failure on the Jnsurer's4part to deliver the Advice will not impose liability of any kind upon the Insurer or invalidate the cancellation. Any Certificate Holder is not an Insured or a Loss Payee under this Policy. No coverage will be available under this Policy for any Claim brought by or against any Certificate Holder. All other terms,conditions and limitations of this Policy shall remain unchanged. Authorized Representative AE 00025 00 (03/21)