1 AGREEMENT
THIS AGREEMENT, dated for purposes of identification only this ___ day of __________, 2025, is made and entered into by and between the CITY OF ANAHEIM, a municipal corporation, hereinafter referred to as "ANAHEIM,"
A
N
D
JOSEPH SAKODA, an individual,
hereinafter referred to as “CONSULTANT.”
ANAHEIM and CONSULTANT are sometimes individually referred to herein as “Party” and collectively as “Parties.”
W I T N E S S E T H:
WHEREAS, ANAHEIM is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City of Anaheim; and WHEREAS, ANAHEIM desires to obtain the services of a fitness trainer to assist Anaheim Fire and Rescue ("AF&R") with Fitness and Recovery Training; and WHEREAS, CONSULTANT represents that they are trained and qualified to perform the professional training services described in this Agreement.
NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL
PROMISES, COVENANTS AND CONDITIONS CONTAINED HEREIN, THE PARTIES HERETO AGREE AS FOLLOWS:
1. SERVICES TO BE PROVIDED BY CONSULTANT
CONSULTANT shall provide to ANAHEIM the labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately provide the following services:
2 1.1 TASK NO. 1: FUNCTIONA L FITNESS & RECOVERY FITNESS TRAINING
PROGRAM
A. CONSULTANT will provide a Functional Fitness Training Program that improves balance, speed, power, agility, and muscular strength for Firefighters ’ everyday activities and movements in support of the 911 system. The Functional Fitness Training will be developed and delivered in consideration of the existing equipment and physical space provided at the fire stations.
B. CONSULTANT will provide a Recovery Fitness Training Program that restores muscles after strenuous activities as a means of reducing injuries and provid e insight into the most effective methods of recovering from arduous physical activity that Firefighters’ experience in support of the 911 system. The Recovery Fitness Training will be developed and delivered in consideration of the existing equipment and physical space provided at the fire stations.
C. CONSULTANT will develop the Functional Fitness & Recovery Fitness Training Program in collaboration with the Anaheim Fire & Rescue Training & Wellness Committee, providing the intended training curriculum approximately thirty (30) days in advance for review and assistance.
D. CONSULTANT will provide access to a mobile app (compatible with Apple ’s iOS mobile operating system) that allows Firefighters ’ to track their Functional Fitness & Recovery Fitness Training. Costs related to the mobile app will initially be paid for by the Consultant, who will recoup their costs by submitting an invoice to the City. The City will only pay the invoice after the mobile app has been successfully deployed amongst the Firefighters.
E. CONSULTANT will provide the Functional Fitness & Recovery Fitness Training Program twice in a fiscal year. Each training class will require three (3) days of instruction, to provide all instruction for all three (3) shifts. Classes will be delivered in ninety (90) minute sessions. Six (6) sessions will be delivered on each training day.
In total, each class will require eighteen (18) sessions, for a total of thirty -six (36) sessions per fiscal year. Classes will be scheduled in relation to the Anaheim Fire & Rescue shift schedule.
1.2 TASK NO. 2: NUTRITION EDUCATION PROGRAM
A. CONSULTANT will provide a Nutrition Education Program that helps Firefighters incorporate and maintain healthy eating habits that support firefighter training, work demands, fitness goals and lon g-term health. Nutrition Education is a foundational piece of firefighter health and wellness.
B. CONSULTANT will develop a Nutrition Education Program in collaboration with the Anaheim Fire & Rescue Training & Wellness Committee, providing the intended training curriculum approximately thirty (30) days in advance for review and assistance.
3 C. CONSULTANT will provide access to a mobile app (compatible with Apple ’s iOS mobile operating system) that allows Firefighters’ to track their nutrition in support of the Nutrition Education Program. Costs related to the mobile app will initially be paid for by the Consultant, who will recoup their costs by submitting an invoice to the City.
The City will only pay the invoice after the mobile app has been successfully deployed amongst the Firefighters.
D. CONSULTANT will deliver the Nutrition Education Program in conjunction with the Functional Fitness & Recovery Training Program.
1.3 TASK NO. 3: ADDITIONAL SERVICES
A. CONSULTANT will provide Task No. 1 (Functional Fitness & Recovery Fitness Training Program) and Task No. 2 (Nutrition Education Program) in support of Anaheim Fire & Rescue’s Firefighter recruit academies. Each fiscal year, there is at least one recruit academy where the schedule is to be determined.
2. TERM
The term of this Agreement shall be five (5) years from the Effective Date, unless sooner terminated as provided herein.
3. COMPENSATION
3.1 ANAHEIM shall pay CONSULTANT for the Services satisfactorily rendered pursuant to this Agreement in accordance with below the Fee Schedule. CONSULTANT and ANAHEIM agree that no changes to the Fees set forth below shall be made during the Term of this Agreement without the prior written authorization of the Fire Chief.
ANAHEIM shall pay CONSULTANT in accordance with the following Fee Schedule:
FEE SCHEDULE
Year 1 Not to Exceed: $50,000
Year 2 Not to Exceed : $52,500
Year 3 Not to Exceed : $55,125
Year 4 (if applicable) Not to Exceed : $57,881
Year 5 (if applicable) Not to Exceed : $60,776
4 3.2 The Fire Chief or designee is authorized to approve additional expenditures not to exceed ten percent (10%) for each Year amount indicated in the above Fee Schedule table (by way of example, 10% of Year 1 amount of $50,000, 10 % of Year 2 amount, etc.), not included in the Scope of Work, if the Fire Chief or designee determines, in their sole discretion, (i) additional product or services of a like nature that we re not foreseen by the using department at the time of bid are required by the CITY; (ii) budget appropriations are available; and (iii) in the professional opinion of the Fire Chief or designee, it is in the City's best interest to do so. .01 In no event shall CONSULTANT render Extra Work beyond the scope of this Agreement without the authorization of the Fire Chief or designee. .02 Except for the authority granted the Fire Chief or designee, as specifically p rovided herein, no additional Services or Extra Work beyond the scope of this Agreement shall be rendered by C ONSULTANT unless the Extra Work is first approved by written amendment of this Agreement.
.03 As used herein, "Extra Work" means any work that is determined by ANAHEIM to be necessary for the proper completion of the Services, but which is not included within the Scope of Work and which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement.
3.3 CONSULTANT shall submit monthly invoices to ANAHEIM describing the work performed the preceding month. CONSULTANT's bills shall include the name of the person who performed the work, a brief description of the Servi ces performed and/or the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all work billed on an hourly basis, and a description of any reimbursable expenditures.
ANAHEIM shall pay CONSULTANT no later than thirty (30) days after approval of the monthly invoice by ANAHEIM staff.
3.4 All Parties recognize that the continuation of this Agreement after the close of any fiscal year of ANAHEIM, which fiscal year ends on June 30 of each year, shall be subject to budget approval providing for or covering such contract items as an expenditure in said budget. 5 ANAHEIM does not represent that said budget item will be actually adopted, said determination being the determination of the City Co uncil at the time of the adoption of the budget herein. No penalty shall accrue to ANAHEIM in the event this provision shall be exercised. Should termination be accomplished in accordance with this Section, a settlement shall be negotiated by the Parties based on items delivered, services provided, monies paid and monies due.
4. STANDARD OF CARE
4.1 CONSULTANT shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being emp loyed by professionals in the same discipline in the State of California. CONSULTANT represents and maintains that he /she is skilled in the professional calling necessary to perform the Services.
CONSULTANT warrants that all employees and sub consultants, if any, shall have sufficient skill and experience to perform the Services assigned to them. By delivery of completed work, CONSULTANT certifies that the work conforms to the requirements of this Agreement; all applicable federal, state and local laws; and the professional standard of care.
4.2 CONSULTANT represents and warrants to ANAHEIM that he /she has, shall obtain, and shall keep in full force in effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, in surance and approvals of whatsoever nature that is legally required of CONSULTANT to practice his/her profession. CONSULTANT shall maintain a City of Anaheim business license during the term of this Agreement.
5. INDEPENDENT CONTRACTOR
5.1 CONSULTANT sha ll perform all services required herein as an independent contractor of ANAHEIM and shall remain at all times, as to ANAHEIM, a wholly independent contractor with only such obligations as are consistent with that role. CONSULTANT shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of ANAHEIM. ANAHEIM shall not in any way or for any purpose become or be deemed to be a partner of CONSULTANT in its business or otherwise or a joint venture or a member of any joint enterprise with CONSULTANT.
6 5.2 CONSULTANT further warrants and represents that CONSULTANT meets the definition of independent contractor in California Labor Code Section 2750.3(a)(1), or otherwise under the applicable law, such that CONSULTANT is not an employee of ANAHEIM under that provision of the law. Neither ANAHEIM nor any of its employees shall have any control over the manner, mode or means by which CONSULTANT, its agents or employees, perform the services required herein, except as otherwise set forth herein. Except as expressly provided herein, ANAHEIM shall have no voice in the selection, discharge, supervision or control of CONSULTANT’s employees, servants, representatives, contractors, or agents, or in fixing their number, compensation or hours of service. CONSULTANT represents that CONSULTANT is customarily engaged in the established trade, occupation, or business of a Fitness Trainer, and may have other agency clients during the term of this Agreement. The PARTIES concur th at the services of a Fitness Trainer are outside the usual course of ANAHEIM’s business.
5.3 In consideration for the compensation paid to CONSULTANT by ANAHEIM, CONSULTANT agrees that ANAHEIM shall not be liable or responsible for any benefits, including, but not limited to, worker’s compensation, disability, retirement, life, unemployment, health or any other benefits, and CONSULTANT agrees that it shall not sue or file a claim, petition or application therefor against ANAHEIM or any of its officers, employees, agents, representatives or sureties.
6. INSURANCE
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:
Workers’ Compensation Insurance as required by California law and Employers Liability Insurance in an amount not less than $1,000,000 per occurrence/accident/illness/injury.
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 7 $2,000,000 per occurrence, $4,000,000 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 $10,000 per occurrence, provided that such deductible or self -insured retention is disclosed to ANAHEIM, in writing, at the inception of this Agreement.
Commercial Automobile Liability Coverage including —as applicable —owned, non - owned, and hired autos, in an amount not less than $2,000,000 per occurrence, combined single limit, as required by California law.
Professional Liability Insurance, inclusive of Cyber Liability Insurance, in an amount not less than $2,000,000 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 $10,000 per occurrence, provided that such deductible or self -insured retention is disclosed to ANAHEIM, in writing, at the inception of this Agreement.
Any required coverage written with primary and excess layers to satisfy th e minimum requirements of this Agreement must be submitted for approval by ANAHEIM’s Risk Manager prior to the inception of the final Agreement.
CONSULTANT agrees that this insurance shall not be voluntarily cancelled by CONSULTANT or limited in scope or coverage by CONSULTANT until after thirty (30) days prior written notice has been given to the City Clerk, City of Anaheim, 200 S. Anaheim Blvd., Anaheim, CA 92805. This does not apply to cancellation for non -payment of premium, which requires notice of not less than ten (10) days.
Each insurance policy required by this Agreement shall contain the following clause or shall otherwise provide for the following conditions:
Each insurance policy required by this Agreement, except policies for P rofessional Liability and Workers’ Compensation, shall contain the following clauses or shall otherwise provide for the following conditions:
8 “It is agreed that any insurance maintained by 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 officers, agents, employees, representatives and ANAHEIM - designated volunteers are added as additional insured as respects the acts, omissions, operations and activities of, or on behalf of, the named insured, in regard to products supplied to, or work or services performed for, or related to, the City of Anaheim.” Prior to commencing any work under this Agreement, CONSULTANT shall deli ver to ANAHEIM insurance certificates confirming the existence of the insurance required under this Agreement, and including the applicable clauses referenced above. Also, within thirty (30) days of the execution date of this Agreement, CONSULTANT shall provide ANAHEIM (i) endorsements to the insurance policies that add to these policies the applicable clauses referenced above, or (ii) in lieu of said endorsements, documentation acceptable to ANAHEIM evidencing that the coverage, terms, and co nditions set forth in the above -referenced clauses are otherwise included in said insurance policies. Insurance required hereunder shall be placed with insurers (i) admitted to write insurance in California, (ii) possessing an A. M. Best’s rating of A VII or higher, or (iii) otherwise acceptable to ANAHEIM, with prior written permission from ANAHEIM. In the event that a claim or other legal action is filed against ANAHEIM, and if ANAHEIM, in its good faith opinion, believes it may have coverage under an y of the insurance required herein, then ANAHEIM has the right to demand, and to receive within a reasonable time period, copies of the insurance policies related to such required insurance; provided, however, that this provision shall not appl y if the parties agree that CONSULTANT shall fully defend, hold harmless, and indemnify ANAHEIM against any such claim or other legal action.
In addition to other remedies ANAHEIM may have if CONSULTANT fails to provide or maintain any insurance policies o r policy endorsements to the extent and within the time herein required, ANAHEIM may, at its sole option:
9 Order CONSULTANT to stop work under this Agreement and/or withhold any payment(s) that become due to CONSULTANT hereunder until CONSULTANT demonstrate s compliance with the requirements hereof;
Terminate this Agreement.
Exercise of any of the above remedies, however, is an alternative to other remedies ANAHEIM may have and is not the exclusive remedy for CONSULTANT’S failure to maintain insurance or secure appropriate endorsements.
Nothing herein contained shall be construed in any way as limiting the extent that an CONSULTANT may be held responsible for payments of damages to persons or property resulting from CONSULTANT’S, (or CONSULTANT’S AG ENT or SUB -AGENT, if any) performance of the work covered under this Agreement.
In the event CONSULTANT hires other persons or firms to perform some of the work related to this Agreement, CONSULTANT shall ensure (i) that the acts or omissions of such persons or firms are covered under the above-referenced liability insurance, or (ii) that such firms maintain insurance equal to or better than, and subject to the same limits, terms and conditions as, the insurance required of CONSULTANT under this Agreement ( except for firms that are not performing professional services—such firms shall not be required to carry the above -referenced professional liability insurance); and in either instance, CONSULTANT shall provide, or cause to be provided, evidence of such insurance coverage, reasonably acceptable to ANAHEIM.
ANAHEIM’S Risk Manager is hereby authorized to amend the requirements set forth herein in the event that such reduction is in ANAHEIM’S best interest.
7. INDEMNIFICATION
As respects acts, errors or omissio ns in the performance of professional services, CONSULTANT agrees to indemnify and hold harmless ANAHEIM, its officials, officers, and employees from and against any and all claims, losses, damages, defense costs, or liability, of any kind or nature, directly arising out of the negligent acts, errors or omissions of the CONSULTANT or any SUB-AGENT in the performance of professional services under this Agreement. 10 As respects all acts, errors or omissions that do not arise directly out of the performance of professional services, including but not limited to those acts, errors or omissions typically covered by general and automobile liability insurance, CONSULTANT agrees to indemnify, defend (at ANAHEIM'S option), and hold harmless ANAHEIM, its officials, officers, employees, agents, and representatives from and against any and all claims, losses, damages, defense costs, or liability, of any kind or nature (collectively referred to hereinafter as “Claims”), arising out of or in co nnection with CONSULTANT’S (or CONSULTANT'S AGENT or SUB - AGENT, if any) acts, errors, omissions, or work, relative to this Agreement; except for those Claims that arise out of the sole negligence or willful misconduct of ANAHEIM.
The obligations set forth in this indemnification provision (i) shall be in effect without regard to whether or not ANAHEIM, CONSULTANT, or any other person maintains, or fails to maintain, insurance coverage, or a self -insurance program, for any such Claims; and (ii) shall survive the termination of this Agreement.
8. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
The Parties recognize that a substantial inducement to ANAHEIM for entering into this Agreement is the professional reputation, experience and competence of the CONSULTANT.
Neither the whole nor any interest in, nor any of the rights or privileges granted under this Agreement shall be assigned, transferred or encumbered in any way without the prior written consent of ANAHEIM. Any such purported assignment, transfer, encu mbrance, pledge, subuse, or permission given without such consent shall be void as to ANAHEIM. If ANAHEIM approves an assignment or transfer, this Agreement and the covenants and conditions contained herein shall be binding upon and inure to the benefit of and shall apply to the permitted successors and assigns of CONSULTANT.
9. SUBCONTRACTING
CONSULTANT shall be fully responsible to ANAHEIM for all acts and omissions of any subcontractor that CONSULTANT retains to furnish services that ANAHEIM has engaged CONSULTANT to provide. Nothing in this Agreement shall create any contractual relationshi p 11 between ANAHEIM and subcontractor nor shall it create any obligation on the part of ANAHEIM to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. ANAHEIM is an intended beneficiary of any wo rk performed by any subcontractor for purposes of establishing a duty of care between the subcontractor and ANAHEIM pursuant to this Agreement.
10. USE AND OWNERSHIP OF DOCUMENTS AND DATA
10.1 ANAHEIM shall furnish to CONSULTANT such documents and materials as may be relevant and pertinent to the provision of services hereunder as ANAHEIM may possess or acquire.
10.2 All documents and materials furnished by ANAHEIM to CONSULTANT, pursuant to Section 1 0.1, shall remain the property of ANAHEIM and shall be returned to ANAHEIM upon termination of this Agreement, for any reason. All documents or material prepared or caused to be prepared by CONSULTANT, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of ANAHEIM, and ANAHEIM shall have the sole right to use such materials in its discretion without further compensation to CONSULTANT or any other party. CONSULTANT shall, at CONSULTANT’s sole cost and expense, provide such docume nts and material to ANAHEIM upon prior written request.
11. CONFIDENTIALITY
All documents, including drafts, preliminary drawings or plans, notes, ideas and communications that result from the Services provided under this Agreement, shall be kept confidential by CONSULTANT unless ANAHEIM authorizes, in writing, the release of said information.
12. INTELLECTUAL PROPERTY INDEMNITY
CONSULTANT shall defend and indemnify ANAHEIM, its agents, officers, representatives and employees against any and all liabil ity, including costs, for infringement of any United States’ letters patent, trademark, or copyright infringement, including costs, contained 12 in the work product or documents provided by CONSULTANT to ANAHEIM pursuant to this Agreement. ANAHEIM shall be p rovided a copy of all the work product performed by the CONSULTANT, that can be used by ANAHEIM at its sole discretion.
13. RECORDS
CONSULTANT shall keep records and invoices in connection with the work to be performed under this Agreement. CONSULTANT sh all maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures and disbursements charged to ANAHEIM, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to CONSULTANT under this Agreement.
All such records and invoices shall be clearly identifiable. CONSULTANT shall allow a representative of ANAHEIM to examine, audit and make transcripts or copies of such records and any other d ocuments created, pursuant to this Agreement, during regular business hours.
CONSULTANT shall allow inspection of all work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to CONSULTANT under this Agreement.
14. WITHHOLDINGS
ANAHEIM may withhold payment to CONSULTANT of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. CONSULTANT shall not discontinue work as a result of such withholding. CONSULTANT shall have an immediate right to appeal to the City Manager or his/her designee with respect to such disputed sums and his/her decision shall be final. CONSULTANT shall be entitled to receive interest on any withheld sums at the rate of return that ANAHEIM earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld.
15. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional inexperience of CONSULTANT which result in expense to ANAHEIM greater than what would 13 have resulted if there were not errors or omissions in the work accomplished by CONSULTANT, the additional cost and expense shall be borne by CONSULTANT. Nothing in this paragraph is intended to limit ANAHEIM’s rights under the law or any other sections of this Agreement.
16. ANAHEIM'S RIGHT TO EMPLOY OTHER CONSULTANTS
CONSULTANT acknowledges and agrees that this Agreement and the provision of services hereunder are nonexclusive and that ANAHEIM may enter into similar agreements with other entities for the provision of similar services.
17. CONFLICTS OF INTEREST
CONSULTANT or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which: (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the work performed under this Agreement; and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest.
If subject to the Act, CONSULTANT shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by ANAHEIM. CONSULTANT shall indemnify and hold harmless ANAHEIM for any and all claims for damages resulting from CONSULTANT’s violation of this Section.
18. 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 ANAHEIM or CONSULTANT to the other shall be deemed to have been given when in writing and personally delivered or if mail ed 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 ANAHEIM: City Clerk
City of Anaheim
200 S. Anaheim Boulevard, 2nd Floor
Anaheim, California 92805
FAX No. (714) 765-4105
14 With copies to: Fire Chief
Anaheim Fire & Rescue Dept.
201 S. Anaheim Blvd., 3rd Floor
Anaheim, CA 92805
FAX No. (714) 765-4008
To CONSULTANT: Joseph Sakoda
284 Ambroise
Newport Coast, California 92656
19. ENFORCEMENT OF AGREEMENT
19.1 Events of Default.
19.1.1 For purposes of this Section 19 , 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, trustee 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.
19.1.2 ANAHEIM shall not be deemed to be in Default in the performance of any obligation required to be performed by ANAHEIM hereunder unless and until ANAHEIM 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 ANAHEIM’s obligation is such that more than thirty (30) days are required for its performance, then ANAHEIM shall not be deemed to be in Default if ANAHEIM shall commence to cure such performance within such thirty (30) day period and therea fter diligently prosecute the same to completion.
15 19.2 Immediate Termination for CONSULTANT’s Default. In the event of any Default by CONSULTANT, ANAHEIM may immediately terminate this Agreement. Such termination shall be effective immediately upon receipt by CONSULTANT of written notice from ANAHEIM.
In such event, CONSULTANT shall have no further rights hereunder, and ANAHEIM shall have all other rights and remedies as provided by law.
19.3 Termination Without Cause. Either of the Parties may terminate this Agreement at any time without the necessity of cause or Default by giving ten (10) days writt en notice to the other Party.
20. COMPLIANCE WITH ALL LAWS
CONSULTANT shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted, and including, but not limited to, the laws and regulations that prohibit the use of public funds for campaign acti vities or personal use. In addition, all work prepared by CONSULTANT shall conform to applicable local, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the City Manager.
21. WAIVER
A waiver by either Party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character.
22. INTEGRATED CONTRACT
This Agreement contains the entire agreement of ANAHEIM and CONSULTANT with respect to the matters covered hereby, and no agreement, statement or promise made by either ANAHEIM 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.
16 23. CONFLICTS OR INCONSISTENCIES
In the event there are any conflicts or inconsistencies between this Agreement, or any other documents attached hereto, the terms of this Agreement shall govern.
24. INTERPRETATION
Each Party acknowledges that he/she/it has had the benefit of advice of competent legal counsel with respect to its decis ion to enter this Agreement. The provisions of this Agreement shall be interpreted to give effect to their fair meaning and shall be construed as prepared by both Parties.
25. AMENDMENTS
This Agreement may be modified or amended only by a written document executed by both CONSULTANT and ANAHEIM and approved as to form by the City Attorney.
26. SEVERABILITY
If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be held invalid or un enforceable, 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.
27. REMEDIES CUMULATIVE
The remedies given to ANAHEIM and CONSULTANT herein shall be cumulative and are given without impairing any other rights given ANAHEIM or CONSULTANT b y statute or law now existing or hereafter enacted and the exercise on any one (1) remedy by ANAHEIM or CONSULTANT shall not exclude the exercise of any other remedy.
28. NO THIRD PARTY BENEFICIARIES
The Parties intend that neither rights nor remedies be g ranted to any third party as a beneficiary of this Agreement or of any covenant, duty, obligation or undertaking established herein.
17 29. CONTROLLING LAW AND VENUE
The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange.
30. DISCRIMINATION
CONSULTANT agrees not to discriminate against any person or class of persons by reason of sex, color, race, creed, religion, marital status, handicap, ancestry, national origin or other prohibited basis in its provision of Services or hiring of subcontractors or employees. To the extent this Agreement provides that CONSULTANT offer accommodations o r services to the public, such accommodations or services shall be offered by CONSULTANT to the public on fair and reasonable terms.
31. AUTHORITY
Each individual executing this Agreement on behalf of a corporation, nonprofit corporation, partnership or o ther entity or organization, represents and warrants that 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 terms. CONSULTANT shall, at ANAHEIM’s request, deliver a certified copy of its governing board’s resolution or certificate authorizing or evidencing such execution.
32. EFFECTIVE DATE
This Agreement shall be effective on the date on which this Agreement is executed by ANAHEIM (“Effective Date”).
[SIGNATURES ON FOLLOWING PAGE]
1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the dates hereinafter respectively set forth.
DATE OF EXECUTION:
CITY OF ANAHEIM
a municipal corporation
By:
“ANAHEIM”
ATTEST:
By:_
City Clerk of the City of Anaheim
DATE OF EXECUTION:
JOSEPH SAKODA, an individual
By:
Joseph Sakoda
“CONSULTANT”
APPROVED AS TO FORM:
ROBERT FABELA, CITY ATTORNEY
By:
Bryn M. Morley
Deputy City Attorney
Dated:
154748