HomeMy WebLinkAboutContract - 05/10/2023 - 2070 Contract No,
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AGREEMENT FOR SERVICES
BETWEEN
THE CITY OF CATHEDRAL CITY, CALIFORNIA
AND
WILLDAN ENGINEERING
This Agreement for Services ("Agreement") is entered into as of fYVAL4
2023 ("Effective Date") by and between the City of Cathedral City, a' municipal
corporation ("City") and Willdan Engineering, an Engineering Services Company
("Service Provider"). City and Service Provider are sometimes hereinafter individually
referred to as "Party" and hereinafter collectively referred to as the "Parties."
RECITALS
A. City has sought, by direct negotiation and informal quotes the
performance of the services defined and described particularly in Section 2 of this
Agreement.
B. Service Provider, following submission of a proposal and quote for the
performance of the services defined and described particularly in Section 2 of this
Agreement, was selected by the City to perform those services.
C. Pursuant to the City of Cathedral City's Municipal Code, City has authority
to enter into this Services Agreement and the City Manager has authority to execute this
Agreement.
D. The Parties desire to formalize the selection of Service Provider for
performance of those services defined and described particularly in Section 2 of this
Agreement and desire that the terms of that performance be as particularly defined and
described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants
made by the Parties and contained here and other consideration, the value and
adequacy of which are hereby acknowledged, the Parties agree as follows:
SECTION 1. TERM OF AGREEMENT.
Subject to the provisions of Section 19 "Termination of Agreement" of this
Agreement, the Term of this Agreement is for one (1) year commencing on the Effective
Date.
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SECTION 2. SCOPE OF SERVICES & SCHEDULE OF PERFORMANCE.
(a) Scope of Services. Service Provider agrees to perform the services set
forth in Exhibit "A" "Scope of Services" (hereinafter, the "Services") and made a part of
this Agreement by this reference.
(b) Schedule of Performance. The Services shall be completed pursuant to
the schedule specified in Exhibit "A." Should the Services not be completed pursuant to
that schedule, the Service Provider shall be deemed to be in Default of this Agreement.
The City, in its sole discretion, may choose not to enforce the Default provisions of this
Agreement and may instead allow Service Provider to continue performing the Services.
SECTION 3. ADDITIONAL SERVICES.
Service Provider shall not be compensated for any work rendered in connection
with its performance of this Agreement that are in addition to or outside of the Services
unless such additional services are authorized in advance and in writing in accordance
with Section 25 "Administration and Implementation" or Section 27 "Amendment" of this
Agreement. If and when such additional work is authorized, such additional work shall
be deemed to be part of the Services.
SECTION 4. COMPENSATION AND METHOD OF PAYMENT.
(a) Subject to any limitations set forth in this Agreement, City agrees to pay
Service Provider the amounts specified in Exhibit "B" "Compensation" and made a part
of this Agreement by this reference. The total compensation, including reimbursement
for actual expenses, shall not exceed two hundred thousand dollars ($200,000.00),
unless additional compensation is approved in writing in accordance with Section 25
"Administration and Implementation" or Section 27 "Amendment" of this Agreement.
(b) Each month Service Provider shall furnish to City an original invoice for all
work performed and expenses incurred during the preceding month. The invoice shall
detail charges by the following categories: labor (by sub-category), travel, materials,
equipment, supplies, and sub-Service Provider contracts. Sub-Service Provider
charges shall be detailed by the following categories: labor, travel, materials, equipment
and supplies. If the compensation set forth in subsection (a) and Exhibit "B" include
payment of labor on an hourly basis (as opposed to labor and materials being paid as a
lump sum), the labor category in each invoice shall include detailed descriptions of task
performed and the amount of time incurred for or allocated to that task. City shall
independently review each invoice submitted by the Service Provider to determine
whether the work performed and expenses incurred are in compliance with the
provisions of this Agreement. In the event that no charges or expenses are disputed,
the invoice shall be approved and paid according to the terms set forth in subsection (c).
In the event any charges or expenses are disputed by City, the original invoice shall be
returned by City to Service Provider for correction and resubmission.
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(c) Except as to any charges for work performed or expenses incurred by
Service Provider which are disputed by City, City will use its best efforts to cause
Service Provider to be paid within forty-five (45) days of receipt of Service Provider's
correct and undisputed invoice.
(d) Payment to Service Provider for work performed pursuant to this
Agreement shall not be deemed to waive any defects in work performed by Service
Provider.
SECTION 5. INSPECTION AND FINAL ACCEPTANCE.
City may inspect and accept or reject any of Service Provider's work under this
Agreement, either during performance or when completed. City shall reject or finally
accept Service Provider's work within sixty (60) days after submitted to City. City shall
reject work by a timely written explanation, otherwise Service Provider's work shall be
deemed to have been accepted. City's acceptance shall be conclusive as to such work
except with respect to latent defects, fraud and such gross mistakes as amount to fraud.
Acceptance of any of Service Providers work by City shall not constitute a waiver of
any of the provisions of this Agreement including, but not limited to, Section 15
"Indemnification" and Section 16 "Insurance."
SECTION 6. OWNERSHIP OF DOCUMENTS.
All original maps, models, designs, drawings, photographs, studies, surveys,
reports, data, notes, computer files, files and other documents prepared, developed or
discovered by Service Provider in the course of providing the Services pursuant to this
Agreement shall become the sole property of City and may be used, reused or
otherwise disposed of by City without the permission of the Service Provider. Upon
completion, expiration or termination of this Agreement, Service Provider shall turn over
to City all such original maps, models, designs, drawings, photographs, studies,
surveys, reports, data, notes, computer files, files and other documents.
If and to the extent that City utilizes for any purpose not related to this Agreement
any maps, models, designs, drawings, photographs, studies, surveys, reports, data,
notes, computer files, files or other documents prepared, developed or discovered by
Service Provider in the course of providing the Services pursuant to this Agreement,
Service Provider's guarantees and warranties in Section 9 "Standard of Performance;
Familiarity With Work" of this Agreement shall not extend to such use of the maps,
models, designs, drawings, photographs, studies, surveys, reports, data, notes,
computer files, files or other documents.
SECTION 7. SERVICE PROVIDER'S BOOKS AND RECORDS.
(a) Service Provider shall maintain any and all documents and records
demonstrating or relating to Service Provider's performance of the Services. Service
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Provider shall maintain any and all ledgers, books of account, invoices, vouchers,
canceled checks, or other documents or records evidencing or relating to work,
services, expenditures and disbursements charged to City pursuant to this Agreement.
Any and all such documents or records shall be maintained in accordance with
generally accepted accounting principles and shall be sufficiently complete and detailed
so as to permit an accurate evaluation of the services provided by Service Provider
pursuant to this Agreement. Any and all such documents or records shall be
maintained for three (3) years from the date of execution of this Agreement and to the
extent required by laws relating to audits of public agencies and their expenditures.
(b) Any and all records or documents required to be maintained pursuant to
this section shall be made available for inspection, audit and copying, at any time during
regular business hours, upon request by City or its designated representative. Copies
of such documents or records shall be provided directly to the City for inspection, audit
and copying when it is practical to do so; otherwise, unless an alternative is mutually
agreed upon, such documents and records shall be made available at Service
Provider's address indicated for receipt of notices in this Agreement.
(c) Where City has reason to believe that any of the documents or records
required to be maintained pursuant to this section may be lost or discarded due to
dissolution or termination of Service Provider's business, City may, by written request,
require that custody of such documents or records be given to the City. Access to such
documents and records shall be granted to City, as well as to its successors-in-interest
and authorized representatives.
SECTION 8. INDEPENDENT CONTRACTOR.
(a) Service Provider is and shall at all times remain a wholly independent
contractor and not an officer, employee or agent of City. Service Provider shall have no
authority to bind City in any manner, nor to incur any obligation, debt or liability of any
kind on behalf of or against City, whether by contract or otherwise, unless such authority
is expressly conferred under this Agreement or is otherwise expressly conferred in
writing by City.
(b) The personnel performing the Services under this Agreement on behalf of
Service Provider shall at all times be under Service Provider's exclusive direction and
control. Neither City, nor any elected or appointed boards, officers, officials, employees
or agents of City, shall have control over the conduct of Service Provider or any of
Service Provider's officers, employees, or agents except as set forth in this Agreement.
Service Provider shall not at any time or in any manner represent that Service Provider
or any of Service Provider's officers, employees, or agents are in any manner officials,
officers, employees or agents of City.
(c) Neither Service Provider, nor any of Service Provider's officers,
employees or agents, shall obtain any rights to retirement, health care or any other
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benefits which may otherwise accrue to City's employees. Service Provider expressly
waives any claim Service Provider may have to any such rights.
SECTION 9. STANDARD OF PERFORMANCE; FAMILIARITY WITH WORK.
(a) Service Provider represents and warrants that it has the qualifications,
experience and facilities necessary to properly perform the Services required under this
Agreement in a thorough, competent and professional manner. Service Provider shall
at all times faithfully, competently and to the best of its ability, experience and talent,
perform all Services. In meeting its obligations under this Agreement, Service Provider
shall employ, at a minimum, generally accepted standards and practices utilized by
persons engaged in providing services similar to the Services required of Service
Provider under this Agreement. In addition to the general standards of performance set
forth this section, additional specific standards of performance and performance criteria
may be set forth in Exhibit "A" "Scope of Work" that shall also be applicable to Service
Provider's work under this Agreement. Where there is a conflict between a general and
a specific standard of performance or performance criteria, the specific standard or
criteria shall prevail over the general.
(b) Service Provider warrants that (1) it has thoroughly investigated and
considered the work to be performed, (2) it has investigated the issues, regarding the
scope of services to be provided, (3) it has carefully considered how the work should be
performed, and (4) it fully understands the facilities, difficulties and restrictions attending
performance of the work under this Agreement.
SECTION 10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND
LICENSES.
Service Provider shall keep itself informed of and comply with all applicable
federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect
during the term of this Agreement. Service Provider shall obtain any and all licenses,
permits and authorizations necessary to perform the Services set forth in this
Agreement. Neither City, nor any elected or appointed boards, officers, officials,
employees or agents of City, shall be liable, at law or in equity, as a result of any failure
of Service Provider to comply with this section.
SECTION 11. PREVAILING WAGE LAWS
It is the understanding of City and Service Provider that California prevailing
wage laws do not apply to this Agreement because the Agreement does not involve any
of the following services subject to prevailing wage rates pursuant to the California
Labor Code or regulations promulgated thereunder: Construction, alteration, demolition,
installation, or repair work performed on public buildings, facilities, streets or sewers
done under contract and paid for in whole or in part out of public funds. In this context,
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"construction" includes work performed during the design and preconstruction phases of
construction including, but not limited to, inspection and land surveying work.
SECTION 12. NONDISCRIMINATION.
Service Provider shall not discriminate, in any way, against any person on the
basis of race, color, religious creed, national origin, ancestry, sex, age, physical
handicap, medical condition or marital status in connection with or related to the
performance of this Agreement.
SECTION 13. CONFLICTS OF INTEREST.
(a) Service Provider covenants that neither it, nor any officer or principal of its
firm, has or shall acquire any interest, directly or indirectly, which would conflict in any
manner with the interests of City or which would in any way hinder Service Provider's
performance of the Services. Service Provider further covenants that in the
performance of this Agreement, no person having any such interest shall be employed
by it as an officer, employee, agent or subcontractor without the express written consent
of the City Manager. Service Provider agrees to at all times avoid conflicts of interest or
the appearance of any conflicts of interest with the interests of City in the performance
of this Agreement.
(b) City may determine that Service Provider must disclose its financial
interests by completing and filing a Fair Political Practices Commission Form 700,
Statement of Economic Interests. If such a determination is made, Service Provider
shall file the subject Form 700 with the City Clerk's Office pursuant to the written
instructions provided by the Office of the City Clerk within ten (10) days of the request.
(c) City understands and acknowledges that Service Provider is, as of the
date of execution of this Agreement, independently involved in the performance of non-
related services for other governmental agencies and private parties. Service Provider
is unaware of any stated position of City relative to such projects. Any future position of
City on such projects shall not be considered a conflict of interest for purposes of this
section.
(d) City understands and acknowledges that Service Provider will perform
non-related services for other governmental agencies and private Parties following the
completion of the Services under this Agreement. Any such future service shall not be
considered a conflict of interest for purposes of this section.
SECTION 14. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION.
(a) All information gained or work product produced by Service Provider in
performance of this Agreement shall be considered confidential, unless such
information is in the public domain or already known to Service Provider. Service
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Provider shall not release or disclose any such information or work product to persons
or entities other than City without prior written authorization from the City Manager,
except as may be required by law.
(b) Service Provider, its officers, employees, agents or subcontractors, shall
not, without prior written authorization from the City Manager or unless requested by the
City Attorney of City, voluntarily provide declarations, letters of support, testimony at
depositions, response to interrogatories or other information concerning the work
performed under this Agreement. Response to a subpoena or court order shall not be
considered "voluntary" provided Service Provider gives City notice of such court order
or subpoena.
(c) If Service Provider, or any officer, employee, agent or subcontractor of
Service Provider, provides any information or work product in violation of this
Agreement, then City shall have the right to reimbursement and indemnity from Service
Provider for any damages, costs and fees, including attorney's fees, caused by or
incurred as a result of Service Provider's conduct.
(d) Service Provider shall promptly notify City should Service Provider, its
officers, employees, agents or subcontractors, be served with any summons, complaint,
subpoena, notice of deposition, request for documents, interrogatories, request for
admissions or other discovery request, court order or subpoena from any party
regarding this Agreement and the work performed thereunder. City retains the right, but
has no obligation, to represent Service Provider or be present at any deposition, hearing
or similar proceeding. Service Provider agrees to cooperate fully with City and to
provide City with the opportunity to review any response to discovery requests provided
by Service Provider. However, this right to review any such response does not imply or
mean the right by City to control, direct, or rewrite said response.
SECTION 15. INDEMNIFICATION.
(a) Indemnification for Professional Liability. Where the law establishes a
professional standard of care for Service Provider's services, to the fullest extent
permitted by law, Service Provider shall indemnify, protect, defend and hold harmless
City and any and all of its officials, employees and agents ("Indemnified Parties") from
and against any and all liability (including liability for claims, suits, actions, arbitration
proceedings, administrative proceedings, regulatory proceedings, losses, expenses or
costs of any kind, whether actual, alleged or threatened, including attorney's fees and
costs, court costs, interest, defense costs, and expert witness fees) arise out of, are a
consequence of, or are in any way attributable to, in whole or in part, any negligent or
wrongful act, error or omission of Service Provider, or by any individual or entity for
which Service Provider is legally liable, including but not limited to officers, agents,
employees or subcontractors of Service Provider, in the performance of professional
services under this Agreement.
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(b) Indemnification for Other than Professional Liability. Other than in the
performance of professional services and to the full extent permitted by law, Service
Provider shall indemnify, protect, defend and hold harmless City, and any and all of its
employees, officials and agents from and against any liability (including liability for
claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory
proceedings, losses, expenses or costs of any kind, whether actual, alleged or
threatened, including attorney's fees and costs, court costs, interest, defense costs, and
expert witness fees), where the same arise out of, are a consequence of, or are in any
way attributable to, in whole or in part, the performance of this Agreement by Service
Provider, or by any individual or entity for which Service Provider is legally liable,
including but not limited to officers, agents, employees or subcontractors of Service
Provider.
(c) Indemnification from Sub-Service Providers. Service Provider agrees to
obtain executed indemnity agreements with provisions identical to those set forth in this
section from each and every sub-Service Provider or any other person or entity involved
by, for, with or on behalf of Service Provider in the performance of this Agreement
naming the Indemnified Parties as additional indemnitees. In the event Service
Provider fails to obtain such indemnity obligations from others as required herein,
Service Provider agrees to be fully responsible according to the terms of this section.
Failure of City to monitor compliance with these requirements imposes no additional
obligations on City and will in no way act as a waiver of any rights hereunder. This
obligation to indemnify and defend City as set forth herein is binding on the successors,
assigns or heirs of Service Provider and shall survive the termination of this Agreement
or this section.
(d) Limitation of Indemnification. Notwithstanding any provision of this section
to the contrary, design professionals are required to defend and indemnify the City only
to the extent permitted by Civil Code Section 2782.8, which limits the liability of a design
professional to claims, suits, actions, arbitration proceedings, administrative
proceedings, regulatory proceedings, losses, expenses or costs that arise out of, pertain
to, or relate to the negligence, recklessness, or willful misconduct of the design
professional. The term "design professional," as defined in Section 2782.8, is limited to
licensed architects, licensed landscape architects, registered professional engineers,
professional land surveyors, and the business entities that offer such services in
accordance with the applicable provisions of the California Business and Professions
Code.
(e) City's Negligence. The provisions of this section do not apply to claims
occurring as a result of City's sole negligence. The provisions of this section shall not
release City from liability arising from gross negligence or willful acts or omissions of
City or any and all of its officials, employees and agents.
SECTION 16. INSURANCE.
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Service Provider agrees to obtain and maintain in full force and effect during the
term of this Agreement the insurance policies set forth in Exhibit "C" "Insurance" and
made a part of this Agreement. All insurance policies shall be subject to approval by
City as to form and content. These requirements are subject to amendment or waiver if
so approved in writing by the City Manager. Service Provider agrees to provide City
with copies of required policies upon request.
SECTION 17. ASSIGNMENT.
The expertise and experience of Service Provider are material considerations for
this Agreement. City has an interest in the qualifications and capability of the persons
and entities who will fulfill the duties and obligations imposed upon Service Provider
under this Agreement. In recognition of that interest, Service Provider shall not assign
or transfer this Agreement or any portion of this Agreement or the performance of any of
Service Provider's duties or obligations under this Agreement without the prior written
consent of the City. Any attempted assignment shall be ineffective, null and void, and
shall constitute a material breach of this Agreement entitling City to any and all
remedies at law or in equity, including termination of this Agreement pursuant to Section
19 "Termination of Agreement." City acknowledges, however, that Service Provider, in
the performance of its duties pursuant to this Agreement, may utilize subcontractors.
SECTION 18. CONTINUITY OF PERSONNEL.
Service Provider shall make every reasonable effort to maintain the stability and
continuity of Service Provider's staff and subcontractors, if any, assigned to perform the
Services. Service Provider shall notify City of any changes in Service Provider's staff
and subcontractors, if any, assigned to perform the Services prior to and during any
such performance.
SECTION 19. TERMINATION OF AGREEMENT.
(a) City may terminate this Agreement, with or without cause, at any time by
giving thirty (30) days written notice of termination to Service Provider. In the event
such notice is given, Service Provider shall cease immediately all work in progress.
(b) Service Provider may terminate this Agreement for cause at any time
upon thirty (30) days written notice of termination to City.
(c) If either Service Provider or City fail to perform any material obligation
under this Agreement, then, in addition to any other remedies, either Service Provider,
or City may terminate this Agreement immediately upon written notice.
(d) Upon termination of this Agreement by either Service Provider or City, all
property belonging exclusively to City which is in Service Provider's possession shall be
returned to City. Service Provider shall furnish to City a final invoice for work performed
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and expenses incurred by Service Provider, prepared as set forth in Section 4
"Compensation and Method of Payment" of this Agreement. This final invoice shall be
reviewed and paid in the same manner as set forth in Section 4 "Compensation and
Method of Payment" of this Agreement.
SECTION 20. DEFAULT.
In the event that Service Provider is in default under the terms of this Agreement,
the City shall not have any obligation or duty to continue compensating Service Provider
for any work performed after the date of default. Instead, the City may give notice to
Service Provider of the default and the reasons for the default. The notice shall include
the timeframe in which Service Provider may cure the default. This timeframe is
presumptively thirty (30) days, but may be extended, though not reduced, if
circumstances warrant. During the period of time that Service Provider is in default, the
City shall hold all invoices and shall, when the default is cured, proceed with payment
on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some
or all of the outstanding invoices during the period of default. If Service Provider does
not cure the default, the City may take necessary steps to terminate this Agreement
under Section 19 "Termination of Agreement." Any failure on the part of the City to give
notice of the Service Provider's default shall not be deemed to result in a waiver of the
City's legal rights or any rights arising out of any provision of this Agreement.
SECTION 21. EXCUSABLE DELAYS.
Service Provider shall not be liable for damages, including liquidated damages, if
any, caused by delay in performance or failure to perform due to causes beyond the
control of Service Provider. Such causes include, but are not limited to, acts of God,
acts of the public enemy, acts of federal, state or local governments, acts of City, court
orders, fires, floods, epidemics, strikes, embargoes, and unusually severe weather. The
term and price of this Agreement shall be equitably adjusted for any delays due to such
causes.
SECTION 22. COOPERATION BY CITY.
All public information, data, reports, records, and maps as are existing and
available to City as public records, and which are necessary for carrying out the
Services shall be furnished to Service Provider in every reasonable way to facilitate,
without undue delay, the Services to be performed under this Agreement.
SECTION 23. NOTICES.
All notices required or permitted to be given under this Agreement shall be in
writing and shall be personally delivered, or sent by telecopier or certified mail, postage
prepaid and return receipt requested, addressed as follows:
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To City: City of Cathedral City
Attn: City Manager
68-700 Avenida Lalo Guerrero
Cathedral City, CA 92234
To Service Provider: Willdan Engineering
650 E. Hospitality Lane, Suite 400
San Bernardino, CA 92408-3586
Notice shall be deemed effective on the date personally delivered or transmitted
by facsimile or, if mailed, three (3) days after deposit of the same in the custody of the
United States Postal Service.
SECTION 24. AUTHORITY TO EXECUTE.
The person or persons executing this Agreement on behalf of Service Provider
represents and warrants that he/she/they has/have the authority to so execute this
Agreement and to bind Service Provider to the performance of its obligations hereunder.
SECTION 25. ADMINISTRATION AND IMPLEMENTATION.
This Agreement shall be administered and executed by the City Manager or his
or her designated representative. The City Manager shall have the authority to issue
interpretations and to make amendments to this Agreement, including amendments that
commit additional funds, consistent with Section 27 "Amendment" and the City
Manager's contracting authority under the Cathedral City Municipal Code.
SECTION 26. BINDING EFFECT.
This Agreement shall be binding upon the heirs, executors, administrators,
successors and assigns of the Parties.
SECTION 27. AMENDMENT.
No amendment to or modification of this Agreement shall be valid unless made in
writing and approved by the Service Provider and by the City. The City Manager shall
have the authority to approve any amendment to this Agreement if the total
compensation under this Agreement, as amended, would not exceed the City
Manager's contracting authority under the Cathedral City Municipal Code. All other
amendments shall be approved by the City Council. The Parties agree that the
requirement for written modifications cannot be waived and that any attempted waiver
shall be void.
SECTION 28. WAIVER.
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Waiver by any Party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant.
Waiver by any Party of any breach of the provisions of this Agreement shall not
constitute a waiver of any other provision nor a waiver of any subsequent breach or
violation of any provision of this Agreement. Acceptance by City of any work or services
by Service Provider shall not constitute a waiver of any of the provisions of this
Agreement.
SECTION 29. LAW TO GOVERN; VENUE.
This Agreement shall be interpreted, construed and governed according to the
laws of the State of California. In the event of litigation between the Parties, venue in
state trial courts shall lie exclusively in the County of Riverside, California. In the event
of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of
California, in Riverside.
SECTION 30. ATTORNEYS FEES, COSTS AND EXPENSES.
In the event litigation or other proceeding is required to enforce or interpret any
provision of this Agreement, the prevailing Party in such litigation or other proceeding
shall be entitled to an award of reasonable attorney's fees, costs and expenses, in
addition to any other relief to which it may be entitled.
SECTION 31. ENTIRE AGREEMENT.
This Agreement, including the attached Exhibits "A" through "C", is the entire,
complete, final and exclusive expression of the Parties with respect to the matters
addressed therein and supersedes all other agreements or understandings, whether
oral or written, or entered into between Service Provider and City prior to the execution
of this Agreement. No statements, representations or other agreements, whether oral
or written, made by any Party which are not embodied herein shall be valid and binding.
SECTION 32. SEVERABILITY.
If any term, condition or covenant of this Agreement is declared or determined by
any court of competent jurisdiction to be invalid, void or unenforceable, the remaining
provisions of this Agreement shall not be affected thereby and the Agreement shall be
read and construed without the invalid, void or unenforceable provision(s).
SECTION 33. CONFLICTING TERMS.
Except as otherwise stated herein, if the terms of this Agreement conflict with the
terms of any Exhibit hereto, or with the terms of any document incorporated by
reference into this Agreement, the terms of this Agreement shall control.
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HEREOF,IN ITNESS the Parties hereto havethis r n on
the date and r first-above written.
CITY OF CATHED' ILLDAN ENGINEERING
Charles McClendon Y to Li .,
City Manager Its.
ATTEST: ., '`
By: �11- � `r
Its:
Tracey r os]llo
City lerk
APPROVED AS TO FOR
Eric S. Vail
City orney
PROVIDER'SNOTE: SERVICE ,
AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS AY
BE REQUIRED BY THE BYLA S, ARTICLES OF ' .TION,
REGULATIONSOR OTHER RULES OR
PROVIDER'S BUSINESS ENTITY.
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CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 118B
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Title or Type of Document:
DocumientDate:
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Signer(s) Other Than Named 4bove�
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Signer's Name Signer's N
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er is Representing:
02019 National Notary Association
EXHIBIT "A"
SCOPE OF SERVICES
I. Service Provider will perform the following Services:
A. Wilidan will conduct as-needed inspections for the City on a daily basis as
outlined in their proposal dated April 19, 2023 (in sum, will conduct
inspections of all types of buildings and occupancies for compliance with
the most current CA Building Codes).
II. As part of the Services, Service Provider will prepare and deliver the following
tangible work products to the City:
A. Willdan will prepare and deliver tangible work products as outlined in their
Proposal dated April 19, 2023 (in sum, will conduct inspections, provide
approvals, write inspection corrections, enter results on job cards and in
permitting system, etc.).
III. During performance of the Services, Service Provider will keep the City
appraised of the status of performance by delivering the following status reports:
A. Willdan will keep the City appraised of the status of performance as
outlined in their Proposal dated April 19, 2023 (in sum, will properly
maintain all files and data entries as they pertain to inspections).
IV. The tangible work products and status reports will be delivered to the City
pursuant to the following schedule:
A. Willdan will provide status reports to the City on a daily basis.
V. Service Provider will utilize the following personnel to accomplish the
Services:
A. Willdan has several inspectors available to provide daily inspections.
VI. Service Provider will utilize the following subcontractors to accomplish the
Services:
A. N/A
A-1
EXHIBIT "B"
CO PENSATION
I. Service Provider shall use the following rates of pay in the performance of the
Services:
A. Willdan's rates of pay will be as outlined in their Proposal dated April 19,
2023.
II. Service Provider may utilize subcontractors as indicated in this Agreement.
The hourly rate for any subcontractor is not to exceed $(NIA) per hour without
written authorization from the City anager or his designee.
B-1
EXHIBIT "C"
INSURANCE
A. Insurance Coverages. Service Provider shall provide and maintain
insurance, acceptable to the City, in full force and effect throughout the term of this
Agreement, against claims for injuries to persons or damages to property which may
arise from or in connection with the performance of the Services by Service Provider, its
agents, representatives or employees. Service Provider shall procure and maintain the
following scope and limits of insurance:
Only the following "marked" requirements are applicable:
X Commercial General Liability (CGL): Insurance written on an occurrence
basis to protect Service Provider and City against liability or claims of liability which may
arise out of this Agreement in the amount of one million dollars ($1,000,000) per
occurrence and subject to an annual aggregate of two million dollars ($2,000,000).
Coverage shall be at least as broad as Insurance Services Office form Commercial
General Liability coverage (Occurrence Form CG 0001). There shall be no
endorsement or modification of the CGL limiting the scope of coverage for either
insured vs. additional insured claims or contractual liability. All defense costs shall be
outside the limits of the policy.
X Vehicle Liability Insurance: Vehicle liability insurance in an amount not less
than $1,000,000 for injuries, including accidental death, to any one person, and subject
to the same minimum for each person, in an amount not less than one million dollars
($1,000,000) for each accident, and property damage insurance in an amount of not
less than one million dollars ($1,000,000). A combined single limit policy with aggregate
limits in an amount of not less than $2,000,000 shall be considered equivalent to the
said required minimum limits. Coverage shall be at least as broad as Insurance
Services Office form number CA 0001 covering Automobile Liability, including code 1
"any auto" and endorsement CA 0025, or equivalent forms subject to the approval of the
City.
X Workers' Compensation Insurance: Workers' Compensation insurance that
includes a minimum of one million dollars ($1,000,000) of employers' liability coverage.
Service Provider shall provide an endorsement that the insurer waives the right of
subrogation against the City and its respective elected officials, officers, employees,
agents and representatives. In the event a claim under the provisions of the California
Workers' Compensation Act is filed against City by a bona fide employee of Service
Provider participating under this Agreement, Service Provider is to defend and
indemnify the City from such claim.
C-1
X Professional Liability Insurance: Professional liability insurance appropriate
to the Service Provider's profession in an amount not less than one million dollars
$1,000,000 per occurrence. This coverage may be written on a "claims made" basis,
and must include coverage for contractual liability. The professional liability insurance
required by this Agreement must be endorsed to be applicable to claims based upon,
arising out of or related to Services performed under this Agreement. The insurance
must be maintained for at least three (3) consecutive years following the completion of
Service Provider's services or the termination of this Agreement. During this additional
three (3) year period, Service Provider shall annually and upon request of the City
submit written evidence of this continuous coverage.
B. Other Provisions. Insurance policies required by this Agreement shall
contain the following provisions:
1. All Coverages.
a. Each insurance policy required by this Agreement shall be
endorsed and state the coverage shall not be suspended, voided, cancelled by the
insurer or either Party to this Agreement, reduced in coverage or in limits except after
30 days' prior written notice by certified mail, return receipt requested, has been given to
City.
b. Insurance is to be placed with insurers with a current A.M.
Best's rating of no less than ANII.
2. Commercial General Liability and Automobile Liability Coverages.
a. City, and its respective elected and appointed officers,
officials, and employees and volunteers are to be covered as additional insureds as
respects: liability arising out of activities Service Provider performs; products and
completed operations of Service Provider; premises owned, occupied or used by
Service Provider; or automobiles owned, leased, hired or borrowed by Service Provider.
The coverage shall contain no special limitations on the scope of protection afforded to
City, and their respective elected and appointed officers, officials, or employees.
b. Service Provider's insurance coverage shall be primary
insurance with respect to City, and its respective elected and appointed, its officers,
officials, employees and volunteers. Any insurance or self-insurance maintained by
City, and its respective elected and appointed officers, officials, employees or
volunteers, shall apply in excess of, and not contribute with, Service Provider's
insurance.
C-2
c. Service Provider's insurance shall apply separately to each
insured against whom claim is made or suit is brought, except with respect to the limits
of the insurer's liability.
d. Any failure to comply with the reporting or other provisions of
the insurance policies, including breaches of warranties, shall not affect coverage
provided to City, and its respective elected and appointed officers, officials, employees
or volunteers.
e. The insurer waives all rights of subrogation against the City,
its elected or appointed officers, officials, employees or agents.
3. Workers' Compensation Coverage. Unless the City Manager
otherwise agrees in writing, the insurer shall agree to waive all rights of subrogation
against City, and its respective elected and appointed officers, officials, employees and
agents for losses arising from work performed by Service Provider.
C. Other Requirements. Service Provider agrees to deposit with City, at or
before the effective date of this Agreement, certificates of insurance necessary to satisfy
City that the insurance provisions of this contract have been complied with. The City
may require that Service Provider furnish City with copies of original endorsements
effecting coverage required by this Exhibit "C". The certificates and endorsements are
to be signed by a person authorized by that insurer to bind coverage on its behalf. City
reserves the right to inspect complete, certified copies of all required insurance policies,
at any time.
1. Service Provider shall furnish certificates and endorsements from
each subcontractor identical to those Service Provider provides.
2. Any deductibles or self-insured retentions must be declared to and
approved by City. At the option of City, either the insurer shall reduce or eliminate such
deductibles or self-insured retentions as respects City or its respective elected or
appointed officers, officials, employees and volunteers, or the Service Provider shall
procure a bond guaranteeing payment of losses and related investigations, claim
administration, defense expenses and claims.
3. The procuring of such required policy or policies of insurance shall
not be construed to limit Service Provider's liability hereunder nor to fulfill the
indemnification provisions and requirements of this Agreement.
C-3
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Aph| 1E\ 2O23
City of Cathedral City
Gil Estrada, 8O
Chief Building Official
68'700Avenida La|oGuerreno
Cathedral City,[A92Z34
Subject: Building and Safety Inspection Services
Dear Gil Estrada:
Willdan Engineering is pleased to present this Proposal to the City of Cathedral City to provide
building and safety inspection services.
BUILDING INSPECTION
'. ,. .' Willclan inspectors are ICC certified and fully experienced performing residential,
comnmerda|and industrial inspections for compliance to the approved p|
nm�� ans and related
�| .
lk'�" documents. The inspections will bepe�ornoedin accordance xviththe C�/sadopted
� version of the California Building Code,California Residential Code,Green Building
Standards Code,California Mechanical Code,California Plumbing Code,California Electrical Code,
and the State and Federal regulations for Accessibility, Noise and Energy Conservation,California
Fire Code and provisions of Title 19and NFPA.
Inspection staff will be available to meet with City staff, builders,developers,and citizens to provide
assistance and resolve any inspection issues that may arise. Inspectors shall attend and participate
in required meetings with other City inspection and plan review staff, property owners,contractors
and/or design professionals.
inspectors will review the permit package to verify that the on-site condition is consistent with the
appropriate records for square footage,setbacks, heights,and other requirements that may be
applicable. Inspectors will comply with the City's procedures for reporting inspection results, use
City inspection correction forms, make appropriate entries onto the permit documents, and follow
City procedures prior tn finalizing a building permit.
Willdan will verify that all inspection records, including daily records of what was inspected which
will be recorded on the job card,and permit copy entered into the[ity's Building and Safety
computer system. We will employ such techniques as necessary to minimize delays to builders and
provide helpful advice and counsel to builders,owners,engineers,and architects as to enhance the
orderly flow of the construction process yet maintaining an effective level ofenforcement.
inspectors shall ensure that any construction changes are documented and approved by appropriate
City staff.
Our inspection staff are supplied with cell phones and laptops and/or iPads for email
communication and document creation and record keeping. Inspections will be provided the next
working day following a request made by4:UOpm the previous day.
809,386.0298 1 800.789.7517 1 fax:g@9.888.51m7 1 650E.Hospitality Lane,Suite 40o.Son Bernardino,CA 92408 1 www.wU|dan.omm
Page 12
CASE SERVICES
Willdan can provide CASp certified inspectors to the City as required by California Civil
Code, Division 1, Part 2.52,Section 55.53(d)1&2 which reads as follows:
(d)(1)Commencing July 1,2010,a local agency shall employ or retain at least one
building inspector who is a certified access specialist. The certified access specialist
shall provide consultation to the local agency,permit applicants, and members of the
public on compliance with state construction-related accessibility standards with
respect to inspections of a place of public accommodation that relate to permitting,
plan checks, or new construction, including, but not limited to, inspections relating to
tenant improvements that may impact access. If a local agency employs or retains two
or more certified access specialists to comply with this subdivision, at least one-half of
the certified access specialists shall be building inspectors who are certified access
specialists.
(2)Commencing January 1,2014, a local agency shall employ or retain a sufficient
number of building inspectors who are certified access specialists to conduct
permitting and plan check services to review for compliance with state construction-
related accessibility standards by a place of public accommodation with respect to
new construction, including, but not limited to,projects relating to tenant
improvements that may impact access. If a local agency employs or retains two or
more certified access specialists to comply with this subdivision, at least one-half of the
certified access specialists shall be building inspectors who are certified access
specialists.
Our CASp certified inspectors will provide building and site evaluations for ADA and State Disabled
Access requirements; provide evaluations and reporting for Applicable Construction Related
Accessibility Standards; provide CASp Disability Access Certificates; provide expert witness and legal
services support;and provide other services as required by the City. Our CASp certified inspector
will be available within 24 hours of notification or sooner.
Should the need arise,Willdan can also provide additional services to the City.
FEES
SERVICE PROVIDED HOURLY RATE
Senior Building Inspector $105
Building Inspector $ 95
CASp Plan Reviewer/Inspector $125
Plans Examiner $125
Plan Check Engineer $135
Permit Technician $ 70
Building Official $145
Page 13
Willdan welcomes the opportunity to discuss our qualifications further. We look forward to
providing services to the City of Cathedral City and its community. Please feel free to contact me
with any questions or should you need any further information.
Respectfully submitted,
ILLDAN ENGINEERING
Patrick Johnson, PE, CBO
Director of Building and Safety
909.963.0565
ohnson ahshildanxem