PROFESSIONAL SERVICES AGREEMENT
By and Between the
CITY OF ANAHEIM
and
WILLDAN ENGINEERING
TABLE OF CONTENTS
Page
Section 1. Status of Parties..................................................................................................... 1
1. 1 City.......................................................................................................................1
1.2 Consultant.............................................................................................................. 1 Section 2. Services of Consultant.......................................................................................... 1
2. 1 Description of Services........................................................................................... 1
2.2 Services to be Provided As Required...................................................................... 2
2. 4 Time for Performance................................................. ...........................................2
2. 5 Compliance with Law............................................................................................. 2
2. 6 Licenses, Permits, Fees and Assessments............................................................... 2
2. 7 Nondiscrimination............... -................................................................................. 3
2. 8 Familiarity with Work............................................................................................ 3
2. 9 Additional Services................................................................................................. 3 Section3. Initial Term; Extension of Initial Term............................................................. 3 Section 4. Compensation.....................................................................................,.................^
4. 1 Amount of Compensation......................................................................................^
4.2 Billing and Payment Procedures............................................................................. 4 Section 5. Coordination of Services...................................................................................... 4
5. 1 Representative of City.................................................. .......................................... 4
5. 2 Representative of Consultant....................................... ........................................ 4
5.3 Prohibition Against Subcontracting and Assignments ........................................... 5
5.4 Independent Contractor................................................................................. ......... 5 Section 6. Insurance and Indemnification............................................................................ 5
6. 1 Insurance................................................................................................................. 5
6. 2 Indemnification....................................................................................................... 8 Section 7. Enforcement of Agreement................................................................................. 8
7. 1 Events of Default.................................................................................................. 8
7. 2 Immediate Tennination for Consultant's Default................................................... 9
7.3 Temiination Without Cause.................................................................................... 9 Section 8. Use and Ownership of Documents and Data...................................................... 9
8. 1 Data to be Furnished by City.................................................................................. 9
8.2 Ownership of Documents ....................................................................................... 9 Section 9. Miscellaneous Provisions...................................................................................... 9
9. 1 Waiver...,................................................................................................................^
9.2 Notices...................................................................................................................^
9.3 Relationship of Parties.......................................................................................... 10
9.4 No Third Party Rights........................................................................................... 10
9.5 Non-Liability of Members, Officials and Employees of the City ........................ 10
9.6 Controlling Law.................................................................................................... 11
9. 7 Time ofthe Essence.............................................................................................. 11
9. 8 Remedies Cumulative........................................................................................... 11
9.9 Effect of Invalidity................................................................................................ 11
9. 10 Successors and Assigns......................................................................................... 11
9. 11 Entire Agreement.................................................................................................. 11
9. 12 Authority............................................................................................................... 11
9. 13 Conflicts of Interest.............................................................................................. 12
9. 14 Time for Acceptance of Agreement by City......................................................... 12
9. 15 Conflicts or Inconsistencies.................................................................................. 12
9. 16 Effective Date............................................ ........................... .............................. 12
EXHIBITS
Exhibit A
Exhibit B
Description of Services
Schedule of Compensation
11 PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT (this "Agreement") is made and entered into as of July 1, 2025 (the "Effective Date"), by and between CITY OF ANAHEIM, a public body, corporate and politic (the "City"), A
N
D
WILLDAN ENGINEERBNG, a California corporation (the "Consultant").
RECITALS
A. On October 25, 2024, the City issued a Request for Proposals (the "RFP") seeking proposals from qualified firms to provide Inspection Services, Plan Check Services and Permit Processing Services on an as-needed basis.. A copy of the RFP is on file in the office of the Planning and Building Director of the City ofAnaheim and is incorporated herein by this reference.
B. Consultant submitted a response dated December 6, 2024 (the "Proposal") to respond to the City's need, which Proposal is on file in the office of the Planning Director and is incorporated herein by this reference.
C. The City and Consultant (each, a "Party" and jointly, the "Parties") desire to enter into an agreement pursuant to which the Consultant will provide the Services as requested by the City.
NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL
PROMISES, COVENANTS AND CONDITIONS CONTAINED HEREIN, THE CITY AND THE CONSULTANT AGREE AS FOLLOWS:
Section 1. Status of Parties.
1.1 City. The Consultant acknowledges that the City is a municipal corporation fanned and operating pursuant to a freeholders charter.
1.2 Consultant. Consultant represents that Consultant is a California corporation, fonned and in good standing under all applicable laws.
Section 2. Services of Consultant.
2. 1 Description of Services. In compliance with all of the terms and conditions of this Agreement, Consultant shall provide the Services, as more fully set forth in the "Scope of Services," attached hereto as Exhibit A and incorporated herein by this reference (the "Services").
Consultant represents and warrants that all Services to be provided hereunder shall be performed in a competent, professional and satisfactory manner in accordance with the standards prevalent in the industry for such services.
2.2 Services to be Provided As Required. Consultant acknowledges and agrees that City shall request that Consultant provide the Services on an "as required" basis and that City does not guaranty a minimum number of hours for which Consultant's services shall be requested and required hereunder. Consultant further acknowledges and agrees that this Agreement and any request for the provision of services hereunder is nonexclusive and that the City may enter into similar agreements with other entities for the provision of similar services.
2.3. The Contract Documents and Order of Precedence. The contract documents consist of this document, the RFP and the Proposal. The RFP and the Proposal are deemed to be a part of this Agreement by reference. In the event of any inconsistencies, discrepancies or conflicts among or between any of the contract documents which make up this Agreement, the following shall control:
(a) Any duly executed amendment to this Agreenient, with execution date to control as between conflicting amendments such that the more recent amendment shall govern all those prior;
(b) This Agreement (including the Exhibits);
(c) The RFP; and, then,
(d) The Proposal.
2.4 Time for Performance. Time is of the essence in the perfomiance of this Agreement. Consultant shall perform and complete all services as may be requested pursuant to Section 2. 2 hereof in a timely and expeditious manner. Consultant shall perform such services in accordance with those schedules which Consultant and the City may mutually agree to as to any particular study, job or analysis.
Consultant shall not be responsible for delays caused by circumstances beyond its reasonable control, provided that Consultant has delivered to the City written notice of the cause of any such delay within ten (10) days of the occurrence of such cause.
2.5 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, regulations and laws of the City of Anaheim and any Federal, State or local governmental City of competent jurisdiction.
2.6 Licenses, Permits, Fees and Assessments. Consultant shall obtain, at Consultant's sole cost and expense, such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and which arise from or are necessary for the performance of the Services required by this Agreement.
2. 7 Nondiscrimination. Consultant agrees not to discriminate against any person or class of persons by reason of sex, color, race, creed, religion, marital status, handicap, ancestry or national origin in its provision of services. To the extent this Agreement provides that Consultant offer accommodations or services to the public, such accommodations or services shall be offered by Consultant to the public on fair and reasonable terms.
2.8 Familiarity with Work. By executing this Agreement, Consultant represents and warrants that Consultant (i) has thoroughly investigated and considered the Services to be performed, (ii) has carefully considered how the Services should be provided, and (iii) fully understands the facilities, difficulties and restrictions attending the provision of the Services under this Agreement. Should the Consultant discover any latent or unknown conditions materially differing firom those inherent in the provision of such Services or as represented by the City, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instmctions are received from the City.
2.9 Additional Services. Consultant shall provide Services in additional to those specified in the Description of Services when directed to do so in writing by the City, provided that Consultant shall not be required to provide any such Services without compensation. Such additional Services may include, but are not limited to, providing Services off-site and on construction sites.
Section 3. Initial Term; Extension of Initial Term. This Agreement shall be for a term (the "Initial Term") commencing on July 1, 2025, and terminating on July 1, 2030 (the "Term Expiration Date"), subject to earlier termination as provided in Sections 6. 1.4 and 7 hereof.
The rates and charges set forth in the Proposal shall remain valid and in effect from the Effective Date of this Agreement to and including June 30, 2026. Thereafter, any proposed adjustment to Consultant's rates and charges shall be submitted to the Planning Director, in writing, not more frequently than annually and no later than sixty (60) days prior to the end of each fiscal year during the Initial Term or the then expiring Extension. No adjustment request shall be accepted by the City unless timely submitted in writing. No adjustment to rates and charges during the Initial Term shall become effective without the prior written approval of the Planning Du-ector.
No adjustment to rates and charges during each Extension Term shall become effective without the prior approval of the Planning Director. Failure to agree upon any proposed increase of rates and charges during the Initial Term shall be cause to terminate the Agreement.
The City's obligation to pay the sum herein stated for any one fiscal year (or portion thereof) shall be contingent upon the City Council appropriating the necessary funds for such payment by the City in each fiscal year during the temi of this Agreement, as the same may be extended. In the event that the City Council fails to appropriate the necessary funds for any fiscal year (or portion thereof), then, and in that event, the City, acting through its Planning Director, may tenninate this Agreement by giving written notice to the Consultant specifying the date of termination. Should the City terminate this Agreement, the City shall pay the Consultant for services satisfactorily provided and all allowable reimbursements incurred to the date of termination in compliance with this Agreement.
Section 4. Compensation.
4. 1 Amount of Compensation. It is understood by and agreed between the Parties to this Agreement that full and complete payment for all Services provided in accordance with this Agreement, including sub-consultant fees, if any, and reimbursable expenses, shall not exceed FP/E HUNDRED THOUSAND DOLLARS AND N0/100 ($500,000.00) per year, and shall not exceed TWO MILLION FP/E HUNDRED THOUSAND DOLLARS AND N0/100 ($2, 500, 000.00) ("Maximum Compensation") over the Term without the prior written authorization of City. City agrees to pay, and Consultant agrees to accept, as full compensation for Consultant's services, compensation at the hourly rates for the positions shown on Exhibit B attached hereto and incorporated by this reference herein.
4.2 Billing and Payment Procedures. Consultant shall present monthly itemized invoices for Services performed during the previous monthly period to the City. Each invoice shall state the date the Services were provided and the number of hours spent providing the Services. If requested by the City, Consultant shall present additional documentation evidencing the provision of Services satisfactory to the City. The City agrees to approve or disapprove Consultant's invoice and/or additional documentation, as the case may be, within ten (10) days after the City's receipt of the invoice and/or additional documentation. The City agrees to pay the Consultant for work satisfactorily performed and expenses properly incurred within thirty (30) days after the City's approval of a statement from the Consultant describing such work and expenses. The City shall not be responsible to pay Consultant for any Services or expenses in excess of the Maximum Compensation. Consultant shall notify City in writing when seventy-five percent (75%) of the Maximum Compensation has been reached in any fiscal year during the Term of this Agreement.
Section 5. Coordination of Services.
5. 1 Representative of City. The City's Planning and Building Director, or such person's designee, (the "Director") shall represent the City in all matters pertaining to this Agreement. Whenever a reference is made herein to an action or approval to be undertaken by the City, the Director is authorized to act unless this Agreement specifically provides otherwise or the context should otherwise require.
5.2 Representative of Consultant STEFAN CHIOSE is hereby designated as being the principal and representative of Consultant authorized to act on Consultant's behalf with respect to the services and work to be provided hereunder and make all decisions in connection therewith.
It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principal are a substantial inducement for the City to enter into this Agreement.
Therefore, the foregoing principal shall be responsible during the Term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the provision of Services hereunder. The foregoing principal may not be changed by Consultant and no other personnel may be assigned to supervise the Services to be provided hereunder without the express written consent of the City.
5.3 Prohibition Against Subcontracting and Assignments. Neither the whole nor any interest in, nor any of the rights or privileges granted under this Agreement shall be assignable or transferable or encumbered in any way without the prior written consent of City. Any such purported assignment, transfer, encumbrance, pledge, subuse, or permission given without such consent shall be void as to City. This is a personal services contract and the Consultant was chosen on the basis of characteristics unique to the Consultant. City shall have the right to unreasonably or arbitrarily withhold its consent to any such assignment, transfer, encumbrance, pledge, subuse, or permission.
5.4 Independent Contractor. Consultant and any agent or employee of Consultant shall act in an independent capacity and not as officers or employees of City. City assumes no liability for Consultant's actions and performance, nor assumes responsibility for taxes, bonds, payments, or other commitments, implied or explicit, by or for Consultant. Consultant shall not have authority to act as an agent on behalf of City unless specifically authorized to do so in writing.
Consultant acknowledges that it is aware that because it is an independent contractor, City is making no deduction from any amount paid to Consultant and is not contributing to any fund on its behalf. Consultant disclaims the right to any fee or benefits except as expressly provided for in this Agreement.
As respects all acts or omissions of Consultant relating to Consultant's responsibility for taxes, bonds, payments, or other commitments, implied, or explicit, by or for Consultant, the Consultant agrees to indemnify, defend (at the City's option), and hold harmless the City, its officers, agents, employees, representatives, and volunteers from and against any and all claims, demands, defense costs, liability, or consequential damages of any kind or nature arising out of or in connection with the Consultant's perfonnance or failure to perform under this Section.
Section 6. Insurance and Indemnification.
6. 1 Insurance. Without limiting City's right to indemnification, it is agreed that Consultant shall secure prior to commencing any activities under this Agreement, and maintain during the Term of this Agreement, insurance coverage as set forth in this Section 6. 1.
6. 1.1 Required Insurance Coverage.Without limiting ANAHEIM'S right to indemnification, it is agreed that CONSULTANT shall secure, prior to commencing any activities under this Agreement, and maintain, during the term of this Agreement, insurance coverage as follows:
(a) Workers' Compensation Insurance as required by California law and Employers Liability Insurance in an amount not less than One M'illion Dollars ($1, 000,000. 00) per occurrence/accident/illness/injury; (b) Commercial General Liability Insurance, including coverage for Premises and Operations, Contractual Liability, Personal Injury Liability, Products/Completed Operations Liability, as well as Independent CONSULTANT'S Liability where appropriate, in an amount not less than Two Million Dollars ($2,000,000.00) per occurrence, Four Million Dollars ($4, 000, 000.00) annual aggregate, written on an occurrence form. Such insurance shall be written on a primary basis but may include a deductible or self-insured retention of more than Ten Thousand Dollars ($10, 000. 00) per occurrence, provided that such deductible or self-insured retention is disclosed to ANAHEEVI, in writing, at the inception of this Agreement; (c) Comprehensive Automobile Liability coverage, including - as applicable - owned, non-owned and hired autos, in an amount of not less than Two IVIilhon Dollars ($2,000,000.00) per occurrence, combined single limit, written on an occurrence basis. If consultant owns no vehicles, this requirement may be satisfied by a non-owned auto endorsement to the general liability policy described above. If Consultant or Consultant's employees will use their personal automobiles in any way in performing Services, Consultant shall provide evidence of personal automobile liability coverage for each such person upon request; and
(d) When the law establishes a professional standard of care for the Consultant's Services, Professional Liability Insurance, inclusive ofCyber Liability Insurance where required, in an amount not less than Two M^illion Dollars ($2, 000, 000. 00) per occurrence or per claim. Such insurance shall be written on a primary basis but may include a deductible or self-insured retention of more than Ten Thousand Dollars ($10,000.00) per occurrence, provided that such deductible or self-insured retention is disclosed to ANAHEIM, in writing, at the inception of this Agreement. Consultant shall maintain such coverage for at least one (1) year after the termination of this Agreement.
The Director, with the consent of the City's Risk Manager, is hereby authorized to waive or reduce the requirements set forth above in the event the Director determines that such waiver or reduction is in City's best interest.
6. 1.2 Required Clauses in Policies. Each policy of general liability insurance required by this Agreement shall contain the following clauses:
"This insurance shall not be canceled, or allowed to lapse without at least ten (10) days' prior written notice to the City Clerk of the City ofAnaheim, 200 S. Anaheim Boulevard, Anaheim, CA 92805." "It is agreed that any insurance maintained by the Consultant pursuant to this Agreement shall be primary to, and not contribute with any insurance or self-insurance maintained by the City of Anaheim."
"The City of Anaheim, its officials, agents, employees, representatives, and volunteers are added as additional insureds as respects operations and activities of, or on behalf of the named insured, performed under contract with the City ofAnaheim." Consultant hereby agrees to waive subrogation which any insurer of the Consultant may acquire from the Consultant by virtue of the payment of any loss. Consultant agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation.
6. 1.3 Required Certificates and Endorsements. Prior to commencement of any work under this Agreement, the Consultant shall deliver to City (i) insurance certificates confirming the existence of the insurance required by this Agreement, and including the applicable clauses referenced above, and (ii) endorsements to the above-required policies, which add to these policies the applicable clauses referenced above. Such endorsements shall be signed by an authorized representative of the insurance company and shall include the signator's company affiliation and title. Should it be deemed necessary by City, it shall be the Consultant's responsibility to see that City receives documentation, acceptable to City, which sustains that the individual signing such endorsements is indeed authorized to do so by the insurance company. Also, City reserves the right at any time to demand, and to receive within a reasonable time period, certified copies of any insurance policies required under this Agreement, including endorsements effecting the coverage required by these specifications.
Except for professional liability insurance coverage that may be required by this Agreement, all insurance maintained by Consultant shall be issued by companies admitted to conduct the pertinent line of insurance business in the State of California and having a rating of Grade A or better and Class VII or better by the latest edition of Best's Key Rating Guide. In the case of professional liability insurance coverage, such coverage shall be issued by companies either licensed or admitted to conduct business in the State of California so long as such insurer possesses and aforementioned Best's rating,
Consultant shall immediately notify the Director if any required insurance lapses or is otherwise modified and cease performance of this Agreement unless otherwise directed by the Director. In such a case, the City may procure insurance or self-insure the risk and charge Consultant for such costs and any and all damages resulting therefrom, by way of set-off from any sums owned Consultant.
Consultant agrees that in the event of loss due to any of the perils for which it has agreed to provide insurance, Consultant shall look solely to its insurance for recovery. Consultant hereby grants to the City, on behalf of any insurer providing insurance to either the Consultant or to the City with respect to the services of Consultant herein, a waiver of any right to subrogation which any such insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance.
6. 1.4 Remedies for Default Re: Insurance. In addition to any other remedies City may have if the Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option:
(a) Obtain such insurance and deduct and retain the amount of the premium for such insurance from any sums due under this Agreement;
(b) Order the Consultant to stop work under this Agreement and/or withhold any payment(s) which become due to the Consultant hereunder until the Consultant demonstrates compliance with the requirements hereof; or (c) Terminate this Agreement.
Exercise of any of the above remedies, however, is an alternative to other remedies City may have and is not the exclusive remedy for the Consultant's failure to maintain insurance or secure appropriate endorsements.
Nothing herein contained shall be constmed as limiting in any way the extent to which the Consultant may be held responsible for payment of damages to persons or property resulting from the Consultant's or its subcontractor's performance of the work covered under this Agreement.
6.2 Indemnification. As respects acts, errors or omissions in the performance of professional services under this Agreement, the Consultant agrees to indemnify and hold harmless the City, its officers, agents, employees, representatives and volunteers from and against claims, demands, defense costs, liability or consequential damages arising directly out of the Consultant's negligent acts, errors or omissions in the performance of its professional services under the temis of this Agreement or those of Consultant's subcontractors or anyone for whom Consultant is legally liable.
As respects all acts or omissions which do not arise directly out of the performance of professional services, including but not limited to those acts or omissions normally covered by general and automobile liability insurance, the Consultant agrees to indemnify, defend (at City's option), and hold harmless the City, its officers, agents, employees, representatives, and volunteers from and against claims, demands, defense costs, liability, or consequential damages arising out of or in connection with the Consultant's (including Consultant's employees, representatives, subcontractors or anyone for whom Consultant is legally liable) performance or failure to perform under this Agreement; excepting those which arise out of the sole negligence of City.
Section 7. Enforcement of Agreement.
7. 1 Events of Default. For purposes of this Section 7, the word "Default" shall mean the failure of Consultant to perform any of Consultant's duties or obligations or the breach by Consultant of any of the terms and conditions set forth in this Agreement. In addition, Consultant shall be deemed to be in Default upon Consultant's (i) application for, consent to, or suffering of, the appointment of a receiver, tmstee or liquidator for all or a substantial portion of its assets, (ii) making a general assignment for the benefit of creditors, (iii) being adjudged bankrupt, (iv) filing a voluntary petition or suffering an involuntary petition under any bankruptcy, arrangement, reorganization or insolvency law (unless in the case of an involuntary petition, the same is dismissed within thirty (30) days of such filing), or (v) suffering or permitting to continue unstayed and in effect for fifteen (15) consecutive days any attachment, levy, execution or seizure of all or a substantial portion of Consultant's assets or of Consultant's interests hereunder.
City shall not be deemed to be in Default in the performance of any obligation required to be performed by City hereunder unless and until City has failed to perform such obligation for a period of thirty (30) days after receipt of written notice from Consultant specifying in reasonable detail the nature and extent of any such failure; provided, however, that if the nature of City's obligation is such that more than thirty (30) days are required for its perfonnance, then City shall not be deemed to be in Default if City shall commence to cure such performance within such thirty (30) day period and thereafter diligently prosecute the same to completion.
7.2 Immediate Termination for Consultant's Default. In the event of any Default by Consultant, City may immediately tenninate this Agreement. Such termination shall be effective immediately upon receipt by Consultant of written notice from City. In such event, Consultant shall have no further rights hereunder; City shall have all other rights and remedies as provided by law.
7.3 Termination Without Cause. Either City or Consultant may terminate this Agreement at any time without the necessity of cause or Default by the other Party by giving fifteen (15) days' notice in writing to the other Party. In such event, the Parties shall have no further rights hereunder, except that Consultant shall be paid for all Services rendered prior to such termination.
Section 8. Use and Ownership of Documents and Data.
8.1 Data to be Furnished by City. City shall furnish to Consultant such documents and materials as may be relevant and pertinent to the provision of Services hereimder as City may possess or acquire.
8.2 Ownership of Documents. All documents and materials furnished by the City to Consultant pursuant to Section 8. 1 hereof shall remain the property of the City and shall be returned to the City upon termination of this Agreement. All documents and materials prepared by Consultant hereunder shall become the property of the City at the time of payment to Consultant of all fees and expenses for their preparation, and shall be delivered to the City by Consultant at the request of the City. The documents and materials prepared by Consultant hereunder shall not be used by the City or others, except for the purpose for which they were intended. The City agrees not to associate Consultant's name with any documents or materials not prepared by Consultant.
Section 9. Miscellaneous Provisions.
9.1 Waiver. Inaction by City or Consultant with respect to a Default hereunder shall not be deemed to be a waiver of such Default. The waiver by either City or Consultant of any Default hereunder shall not be deemed to be a waiver of any subsequent Default.
9.2 Notices. All notices, demands or other writings to be made, given or sent hereunder, or which may be so given or made or sent by either City or Consultant to the other shall be deemed to have been given when in writing and personally delivered or if mailed on the third (3rd) day after being deposited in the United States mail, certified or registered, postage prepaid, and addressed to the respective Parties at the following addresses:
If to City Planning and Building Director
With copies to:
To Consultant:
CityofAnaheim
200 S. Anaheim Boulevard, 1st Floor
Anaheim, California 92805
FAX No. (714) 765-5280
City Clerk
200 S. Anaheim Boulevard, 2nd Floor
CityofAnaheim
Anaheim, California 92805
FAX No. (714) 765-4105
City Attorney
CityofAnaheim
200 S. Anaheim Boulevard, 3rd Floor
Anaheim, California 92805
FAX No. (714) 765-5123
Willdan Engineering
2401 E. Katella Ave, Suite 300
Anaheim, CA 92806
Telephone No. (714) 940-6300
FAX No. (714) 940-4920
Email: [email protected]
Attention; Stefan Chiose
9.3 Relationship of Parties. Nothing contained herein shall be deemed or constmed by the Parties, nor by any third party, as creating the relationship of principal and agent or of partnership or of joint venture between the Parties, it being understood and agreed that Consultant is and will be at all times an independent contractor pursuant to this Agreement and shall not, in any way, be considered to be an officer, agent or employee of the City.
9.4 No Third Party Rights. The Parties intend that no rights nor remedies be granted to any third party as a beneficiary of this Agreement or of any covenant, duty, obligation or undertaking established herein.
9.5 Non-Liability of Members, Officials and Employees of the City. No member, official or employee of the City shall be personally liable to Consultant, or any successor in interest, in the event of any Default or breach by the City or for any amount which may become due to Consultant or Consultant's successors, or on any obligation under the terms of this Agreement. Consultant hereby waives and releases any claim Consultant may have against the members, officials or employees of the City with respect to any Default or breach by City or for any amount which may become due to Consultant or Consultant's successors, or any obligations under the terms of this Agreement. Consultant makes such release with the full knowledge of Civil Code Section 1542 and hereby waives any and all rights thereunder to the extent of this release, if such Section 1542 is applicable. Section 1542 of the Civil Code provides as follows:
10 "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS
WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO
EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING
THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST
HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT
WITH THE DEBTOR."
9.6 Controlling Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.
9.7 Time of the Essence. Time is hereby expressly declared to be the essence of this Agreement and of each and every term, covenant and condition hereof which relates to a date or a period of time.
9.8 Remedies Cumulative. The remedies given to City and Consultant herein shall be cumulative and are given without impairing any other rights given City or Consultant by statute or law now existing or hereafter enacted and the exercise on any one (1) remedy by City or Consultant shall not exclude the exercise of any other remedy.
9.9 Effect of Invalidity. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of its terms and provisions to persons and circumstances other than those to which it has been held invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
9. 10 Successors and Assigns, This Agreement and the covenants and conditions contained herein shall be binding upon and inure to the benefit of and shall apply to the successors and assigns of City and to the permitted successors and assigns of Consultant, and all references to "City" or "Consultant" shall be deemed to refer to and include all permitted successors and assigns of such Party.
9.11 Entire Agreement. This Agreement and the exhibits hereto contain the entire agreement of the City and the Consultant with respect to the matters covered hereby, and no agreement, statement or promise made by either City or Consultant which is not contained herein, shall be valid or binding. No prior agreement, understanding or representation pertaining to any such matter shall be effective for any purpose. No provision of this Agreement may be amended, modified or added except by an agreement in writing signed by City and Consultant.
9. 12 Authority. Each individual executing this Agreement on behalf of a corporation, nonprofit corporation, partnership or other entity or organization, represents and warrants the he or she is duly authorized to execute and deliver this Agreement on behalf of such entity or organization and that this Agreement is binding upon the same in accordance with its tenns.
Consultant shall, at City's request, deliver a certified copy of its governing board's resolution or certificate authorizing or evidencing such execution.
11 9.13 ConHicts of Interest.
9. 13. 1 No member, official or employee of the City shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official or employee participate in any decision relating to this Agreement which affect his or her personal interests or the interests of any corporation, partnership or association in which he or she is directly or indirectly interested.
9. 13.2 Consultant represents that neither it nor any of its officers, partners or employees has a financial interest, as defined in section 87103 of the Government Code, in the subject matter of this Agreement other than the right to receive payment from City services rendered.
9.13.3 Consultant agrees that it shall not make, participate in making, nor in any way attempt to use its position as consultant to influence any decision of City in which Consultant knows, or has reason to know, that any of its officers, partners or employees has a financial interest as defined in Section 87103 of the Government Code.
9.13.4 Consultant warrants that neither Consultant nor any of its officers, partners or employees, has any financial interest in any real property, building or stmcture within 2, 500 feet of the location of any project or assignment to which this Agreement may apply in the City of Anaheim. Consultant agrees to disclose to City any financial interest in such property as may be acquired by its officers, partners or employees during the term of this Agreement.
9. 13.5 In conformity with the conflict of interest code of City, Consultant or, if Consultant is a firm or corporation, each individual who will be perfomiing work under this Agreement shall complete, under penalty of perjury, a Statement of Economic Interests (From 700) and all required attachments and shall provide the originals thereof to the City Clerk. Copies of those completed forms and attachments shall be public records of City, to be kept and disclosed at the discretion of City and according to law. Consultant and individuals who will be perfonning work under this Agreement shall disclose pursuant to the broadest disclosure category unless the City Manager (or his or her designee) makes a written determination that the foregoing should be more limited. Such written determination should be made in the manner required by the City's Conflict of Interest Code.
9. 14 Time for Acceptance of Agreement by City. This Agreement, when executed by Consultant and delivered to City, must be authorized, executed and delivered by the City on or before forty-five (45) days after the execution and delivery by Consultant or this Agreement shall be void, except to the extent that Consultant and City shall consent in writing to a further extension of time for the authorization, execution and delivery of this Agreement.
9. 15 Conflicts or Inconsistencies. It is further expressly agreed by and between the parties hereto that, should there be any conflict between the terms of this Agreement and any of the exhibits or attachments hereto, this Agreement shall control and nothing herein shall be considered as an acceptance of the said terms of said exhibits or attachments conflicting herewith.
9. 16 Effective Date. This Agreement shall be effective on the Date of Agreement. [SIGNATURES BEGIN ON NEXT PAGE]
12 IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS
AGREEMENT ON THE RESPECTIVE DATES SET FORTH BELOW.
"CITY"
CITYOFANAHEIM,
a municipal corporation and charter city
Dated: By:
Heather Alien
Acting Director of the Planning and Building
Department
ATTEST:
THERESA BASS, CITY CLERK
City Clerk
APPROVED AS TO FORM:
CITY ATTORNEY
By:
Leonie H. Mulvihill <^7}^ ^
Assistant City Attorney^
"CONSULTANT"
WILLDAN ENGINEERING,
a California corporation
Dated:
154105/154313/LHM
By
Vanes sa Munoz
President
13 ACKNOWLEDGEMENT
A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which this
certificate is attached, and not the tmthfulness,
accuracy, or validity of that document.
State of California
County of
On
[date]
, before me,
[here insert name and title of the officer]
personally appeared
[here insert name(s) ofsigner(s)]
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instmment and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity/ies, and that by his/her/their signature(s) on the instmment the person(s), or the entity upon behalf of which person(s) acted, executed the instmment.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
Witness my hand and official seal.
(Signature) (Seal)
EXHIBIT A
DESCRIPTION OF SERVICES
PLAN CHECK SERVICES
1. Upon request of the City, consultant shall assign regular office hours to plan review positions to perform in-house plan check services.
2. Review construction plans and calculations for their compliance with the latest or applicable editions of California Building Code, California Mechanical Code, California Plumbing Code, California Electrical Code, Anaheim Amendments to these codes, and other applicable governmental codes and regulations
3. Write clear and concise plan check corrections, work with property owners, designers, architects, engineers and contractors to ensure the plan check corrections are addressed and reflected on construction documents.
4. E-mail plan check corrections to the designated Building Division staff and provide pertinent building information required on permit to the City when plans are approved. Such information shall be provided on the transmittal form and shall include, but not limited to, work description, type ofconstmction, occupancy, floor area, number of stories, and sprinkler requirements.
5 Review deferred submittal items and any revisions before or during construction. Notify designated Building Division staff via e-mail on the number of hours spent reviewing the deferred submittals/re visions.
6. Return plans to the City for the first check no later than City standards including re- submittals.
7. Turnaround timeframe for an expedited plan check is half the time of a regular plan check.
8. When requested, meet with developers and design professionals to address their questions on large and/or unique projects prior to plan check submittal.
9. Route plans to various City departments; consolidate comments; resolve internal inconsistencies; and present recommendations and revisions to the applicant.
10. Maintain communications with applicants, interested parties, property owners, homeowner associations, various governmental agencies, and other City departments. Respond to inquiries about projects from residents and applicants in a timely manner.
Exhibit A - Page 1
11. Conduct site inspections to determine if the project has been completed in accordance with the final plans and specifications.
12. Manage the project schedule in accordance with City's adopted timeframes.
13. Utilize City electronic and paper files to research previous and/or related permits.
14. Be available during an emergency or natural disaster to assist the City with inspection services.
15. Document all time tracking according to City requirements and specifications in a clear, concise, timely manner.
INSPECTION SERVICES
1. Provide inspection services and assure that construction complies with plans and is in compliances with the most recently adopted codes, policies, and procedures
2. Perform combination inspections on construction projects to determine that all aspects of work such as building, electrical, plumbing, and mechanical systems conform to the applicable building codes, zoning ordinances, energy conservation and disabled access requirements including all local and state requirements.
3. Provide the services of a Certified Accessibility Specialist (CASp).
4. Be available during an emergency or natural disaster to assist the City with inspection services.
5. Participate in reviews with technical consultants, fire, health, and other government agency inspectors, as well as owners.
6. Assist in the coordination of job site conferences with technical consultants, engineers, architects, representatives of the owner, equipment manufacturers, and subcontractors to review project requirements, and clarify or resolving any questions or problems prior to commencing work.
7. Recognize and require soil tests where evidence indicates soil instability.
8. Prepare inspection notices ofnoncompliance on incorrect construction methods or materials found during inspection; confer with contractor or representative regarding construction methods and procedures as they relate to compliance with plans and specifications.
Exhibit A - Page 2
9. Maintain a record ofnon-complying items and follow up to achieve resolution of such items.
Record all significant construction-related activities and events such as work completed to provide a chronological and factual history of inspection on assigned consfaruction projects.
10. Inspect buildings alleged to be substandard, unsafe, or unsightly to ensure the timely compliance with building codes and other ordinances and regulations, or the demolition of such structures.
11 Testify in court, if necessary.
12. Utilize City electronic and paper files to research related and/or previous cases.
13. All documentation shall become the property of the City ofAnaheim. All textial materials must be consistent with the word processing program in use by the City at the time the electronic version is submitted; currently the City utilizes Microsoft® Windows, Microsoft® Office 2000 format (Microsoft standard fonts must be used for documents). All graphics produced must be editable in Adobe® Photoshop® version 6 or higher and saved in a multi- layer graphics file format (a format that preserves multiple layers of clipart, images, and/or text in a single file). All map-based exhibits shall be provided in ESRI ArcGIS version 9.0 or higher format. All GIS data shall be provided in ArcGIS geodatabase or shapefile format.
PERMIT PROCESSING
1. Provide the services of a permit technician to cover the Planning Department Building Services public counter, answer phone calls, and issue permits.
2. Maintain communications with applicants, interested parties, property owners, homeowner associations, various governmental agencies, and other City departments. Respond to inquiries about projects from residents and applicants.
3. Utilize City electronic and paper files to research previous and/or related permits.
Exhibit A - Page 3
EXHIBIT B
SCHEDULE OF COMPENSATION
(behind this page)
Exhibit B
City of Anaheim
4. Compensation
A. Fees
Willdan will provide plan review services for a percent of the plan check fee collected by the City or for all-inclusive hourly rates as shown below. Over-time inspections will be billed at 1. 5x of our rate. Mileage for inspections will be billed at the current IRS Standard Mileage Rate.
1. Plan Check
a. The average hourly rate charged for all Plan Check Services performed for the Planning Department does not exceed 65% of the hourly rate that the Department charges applicants for such services ($224/hour).
Reimbursable expenses are included within the hourly rate. b. Fixed fee charged for Plan Check Services does not exceed 65% of the 62% Plan Check Permit fee collected for reviewing plans to ensure their compliance with architectural, structural, energy, disabled access, mechanical, electrical, and plumbing code requirements. c. Willdan will not charge for rechecks unless the plans are incomplete or revised, for which the City would collect additional fees from the applicant.
d. Additional services outside the main scope of review would be charged at an hourly rate per rate chart above.
e. The fee for structural plan review only will be 45% of the structural plan check fee collected by the City or based on the rate chart above.
f. Willdan acknowledges that expedited plan check fee charged will be 45% of the plan check fee collected by the City, and that the return time shall be within ten (10) days of receipt of the plans or be subject to a penalty of 10% of the fee for everyday a plan is late.
g. If applicants request expedited services, our robust plan review team can reassign projects in order to meet expedited review times without jeopardizing the schedule for other submittals.
2. Inspection
a. Reimbursable expenses are included within hourly rates.
Proposal for No. 2024-02
Building Services Consultants 29
City of Anaheim
3. Schedule of Hourly Rates
BUILDING PLAN REVIEW WILLDAN FEE
SERVICE PROVIDED
Certified Building Official
Plan Check Engineer/Architect
ICC Certified Plans Examiner
Sr. Building Inspector
Building Inspector
Sr. Permit Technician
Perm it Technician
CASp Services
Administrative Position
HOURLY RATE
$155
$145
$135
$115
$105
$85
$75
$135
$65
Expedited plan review will be billed at 1.45x (or 1. 45x's) of the plan check fee collected by the City. Overtime inspections will be billed at 1. 5x of our hourly rate. Holiday inspections will be billed at 2x of our hourly rate.
Mileage for inspections will be billed at the current IRS Standard Mileage Rate. Rates will not increase through the term of the agreed upon contract.
Percent of fee plan reviews will not be charged for rechecks unless the plans are incomplete or revised, for which the City will collect additional fees from the applicant.
Additional services outside of the main scope of review will be charged at an hourly rate as agreed upon by the City.
The fee for structural only plan review will be 45% of the structural plan review fee collected by the City or at an hourly rate as agreed upon by the City.
Expedited plan check will be charged at 1. 45x the rates shown above of the plan check fee collected by the City, and the return time shall be within the ten (10) days of receipt of the plans or will be subject to a penalty of 10% of the fee for every day a plan is late.
Response to requests from applicants to expedite plan review, will be based on the scope of the project and review cycle (first, second, etc. ). We will accommodate on a case-by-case basis to ensure there will be no adverse impact on the completion schedule for other submittals.
Proposal for No. 2024-02
Building Services Consultants 30