PSA- Willdan Engineering - Sarah Rd AD - Phase 2A- — Cathedral City City Council, November 29, 2023

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AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN

THE CITY OF CATHEDRAL CITY, CALIFORNIA
AND

WILLDAN ENGINEERING
This Agreement for Design Professional Services (“Agreement”) is entered into as of November 29, 2023 (“Effective Date”) by and between the City of Cathedral City, a municipal corporation (“City ”) and Willdan Engineering, a California corporation (“Design Professional”). City and Design Profes sional are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”

RECITALS
A. City has sought, by informal quotes, the performance of the assessment district formation services defined and described particularly in Section 2 of this Agreement.

B. Design Professional, following submission of a proposal 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. Design Professional was selected by the City on the basis of Design Professional’s demonstrated competence and the professional qualifications necessary for the satisfactory performance of the services required.

D. Pursuant to the City of Cathedral City’ s Municipal Code, City has authority to enter into this Design Professional Services Agreement and the City Manager has authority to execute this Agreement.

E. The Parties desire to formalize the selection of Design Professional 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.

OPE

RATIVE 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:
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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.

SECTION 2. SCOPE OF SERVICES & SCHEDULE OF PERFORMANCE. (a) S cope of Services . Design Professional 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 Design Professional 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 Design Professional to continue performing the Services.

SECTION 3. ADDI
TIONAL SERVICES.

Design Professional 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) S
ubject to any limitations set forth in this Agreement, City agrees to pay Design Professional 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 Forty-Nine Thousand Three Hundred dollars ($49,300), unless additional compensation is approved in writing in accordance with Section 25 “Administration and Implementation” or Section 27 “Amendment” of this Agreement.
(b) E ach month Design Professional 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- Design Professional contracts. Sub- Design Professional 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 - 3 -

to that task. City shall independently review each invoice submitted by the Design Professional to determine whether the work perform ed 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 Design Professional for correction and resubmission.
(c) Except as to any charges for work performed or expenses incurred by Design Professional which are disputed by City, City will use its best efforts to cause Design Professional to be paid within forty -five (45) days of receipt of Design Professional’s correct and undisputed invoice.
(d) Payment to Design Professional for work performed pursuant to this Agreement shall not be dee med to waive any defects in work performed by Design Professional.

SECTION 5. INSPECTION AND FINAL ACCEPTANCE.

City may inspect and accept or reject any of Design Professional’s work under this Agreement, either during performance or when completed. City shall rejec t or finally accept Design Professional’s work within sixty (60) days after submitted to City.

City shall reject work by a timely written explanation, otherwise Design Professional’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 Design Professional’s 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, dev eloped or discovered by Design Professional 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 Design Professional . Upon completion, expiration or termination of this Agreement, Design Professional 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 Design Professional in the course of providing the Services pursuant to this Agreement, Design Professional’s guarantees and warranties in Section 9 “Standard of Performance; Familiarity With Work ” of this Agreement shall not extend to such use of - 4 -

the maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other documents.

SECTION 7. DESIGN PROFESSIONAL'S BOOKS AND RECORDS.
(a) Design Professional shall maintain any and all documents and records demonstrating or relating to Design Professional’s performance of the Services.

Consultant 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 disburse ments 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 Design Professional 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 shal l be made available at Design Professional’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 t o dissolution or termination of Design Professional’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) Design Professional is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of City. Design Professional 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 Design Professional shall at all times be under Design Professional’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 Design Professional or any of Design Professional’s officers, employees, or agents except as set forth in this Agreement. Design Professional shall not at any time or in any manner represent that - 5 -

Design Professional or any of Design Professional’s officers, employees, or agents are in any manner officials, officers, employees or agents of City. (c) Neither Design Professional , nor any of Design Professional’s officers, employees or agents, s hall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Design Professional expressly waives any claim Design Professional may have to any such rights.

SECTION 9. STANDARD OF PERFORMANCE; FAMILIARITY WITH WORK. (a) Design Professional 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. Design Professional 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, Design Professional shall employ, at a minimum, generally accepted standards and practi ces utilized by persons engaged in providing services similar to the Services required of Design Professional under this Agreement, and shall use such skill, prudence, and diligence as other members of Design Professional’s profession commonly possess and exercise. 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 Design Professionals 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) Design Professional warrants that (1) it has thorou ghly 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, di fficulties and restrictions attending performance of the work under this Agreement.

SECTION 10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND LICENSES.

Design Professional 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. Design Professional 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 Design Professional to comply with this section.

SECTION 11. PREVAILING WAGE LAWS.

It is the understanding of City and Design Professional that California prevailing wage laws do not apply to this Agreement because the Agreement does not involve any - 6 -

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, “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.

Design Professional shall not discriminate, in any way, in the employment of persons to perform the Services in violation of any federal or state law prohibiting discrimination in employment, including based on the race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, of any person, except as provided under California Government Code section 12940.

SECTION 13. CONFLICTS OF INTEREST.
(a) Design Professional 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 Design Professional’s performance of the Services. Design Professional 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. Design Professional 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 Design Professional must disclose its financial interests by completing and fil ing a Fair Political Practices Commission Form 700, Statement of Economic Interests. If such a determination is made, Design Professional 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 Design Professional 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. Design Professional 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 Design Professional 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. - 7 -

SECTION 14. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION. (a) All information gained or work product produced by Design Professional in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Design Professional. Design Professional 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) Design Professional, 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 Design Professional gives City notice of such court order or subpoena.
(c) If Design Professional, or any officer, employee, agent or subcontractor of Design Professional, provides any information or work product in violation of this Agreement, then City shall have the right to reim bursement and indemnity from Design Professional for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Design Professional’s conduct.
(d) Design Professional shall promptly notify City should Design Professional , its o fficers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admiss ions 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 Design Professional or be present at any deposition, hearing or similar proceeding. Design Professional agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Design Professional. 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 by Design Professional . As provided under Civil Code Section 2782.8, Design Professional shall indemnify, protect, defend and hold harmless City and any and all of its officials, employees and agents (“Indemnified Parties”) fr om and against any and all claims. actions and proceedings (whether at law or equity, administrative or judicial), demands, orders, judgments, losses, liabilities, damages, costs and expenses, including attorney’s fees and costs, (collectively "Claims") to the extent same arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Design Professional, its officers, agents, employees or sub- consultants (or any entity or individual that Design Professional shall bear the legal liability thereof) in the performance of professional services under this Agreement. In the - 8 -

event Claims are found by the trier of fact to have been caused by the joint or concurrent negligence of the City , its contractors and other d esign professionals, and Design Professional, damages and expenses from both indemnity and duty to defend obligations shall be borne by each party in proportion to its negligence. Notwithstanding the foregoing, in the event one or more defendants are unable to pay its share of defense costs due to bankruptcy or dissolution of the business, Design Professional shall meet and confer with other parties regarding unpaid defense costs. The provisions of this section pertaining to Design Professional’s duty to defend shall not apply if there is a project -specific general liability policy of insurance that insures all project participants for general liability exposure on a primary basis and also covers all design professionals involved with the project for their legal liability arising out of their professional services on a primary basis.
(b) Indemnification from Subcontractors. Design Professional agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section from each and every sub-consultant, subcontractor or any other person or entity involved by, for, with or on behalf of Design Professional in the performance of this Agreement naming the Indemnified Parties as additional indemnitees. In the event Design Professional fails to obtain such indemnity obligations from others as required here, Design Professional 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 Design Professional and shall survive the termination of this Agreement or this section.
(c) Cit
y'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.

Design Professional 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. Design Professional agrees to provide City with copies of required policies upon request.

SECTION 17. ASSIGNMENT.

The expertise and experience of Design Professional are material considerations for this Agreement. City has an interest in the qualifications and capability of the persons and entities who w ill fulfill the duties and obligations imposed upon Design Professional under this Agreement. In recognition of that interest, Design Professional shall not assign or transfer this Agreement or any portion of this Agreement or the - 9 -

performance of any of Design Professional’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 Design Professional, in the performance of its duties pursuant to this Agreement, may utilize subcontractors.

SECTION 18. CONTINUITY OF PERSONNEL.

Design Professional shall make every reasonable effort to maintain the stability and continuity of Design Professional’s staff and subcontractors, if any, assigned to perform the Services. Design Professional shall no tify City of any changes in Design Professional’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 Design Professional. In the event such notice is given, Design Professional shall cease immediately all work in progress. (b) Design Professional may terminate this Agreement for cause at any time upon thirty (30) days written notice of termination to City. (c) If either Design Professional or City fail to perform any material obligation under this Agreement, then, in addition to any other remedies, either Design Professional, or City may terminate this Agreement immediately upon written notice. (d) Upon termination of this Agreement by either Design Professional or City, all property belonging exclusively to City which is in Design Professional’s possession shall be returned to City. Design Professional shall furnish to City a final invoice for work performed and expenses incurred by Design Professional, 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 Design Professional is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Design Professional for any work performed after the date of default. Instead, the City may give notice to Design Professional of the default and the reasons for the default.

The notice shall include the timeframe in which Design Professional 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 Design Professional is in default, the City shall hold all invoices and shall, when the default is - 10 -

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 Design Professional does not cure the default, the City may take nec essary steps to terminate this Agreement under Section 19 “Termination of Agreement .” Any failure on the part of the City to give notice of the Design Professional’s default shall not be deemed to result in a waiver of the City’s legal rights or any right s arising out of any provision of this Agreement.

SECTION 21. EXCUSABLE DELAYS.

Design Professional 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 Design P rofessional. 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 c arrying out the Services shall be furnished to Design Professional 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:

To City: City of Cathedral City
Attn: Charles P. McClendon, City Manager
68-700 Avenida Lalo Guerrero
Cathedral City, CA 92234
To Design Professional: Willdan Engineering
Tyrone Peter, PE,
Deputy Director of Engineering
13191 Crossroads Parkway North, Suite 405
Industry, CA 91746
Notice shall be deemed effective on the date personally delivered or transmitted by facsimile or, if mai led, three (3) days after deposit of the same in the custody of the United States Postal Service.
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SECTION 24. AUTHORITY TO EXECUTE.

The person or persons executing this Agreement on behalf of Design Professional represents and warrants that he/she/they has/have the authority to so execute this Agreement and to bind Design Professional 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 Design Professional 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.

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 Design Professional 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 Rivers ide, California. In the event - 12 -

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 Design Professional 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.

IN WITNESS WHEREOF , the Parties hereto have executed this Agreement on the date and year first-above written.

CITY OF CATHEDRAL CITY WILLDAN ENGINEERING

__________________________ ___________________________
Charles P. McClendon By:________________________
City Manager Its:________________________
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ATTEST: ___________________________
By:________________________
Its:________________________
___________________________
Tracey R. Hermosillo, CMC
City Clerk

APPROVED AS TO FORM

___________________________
Eric S. Vail
City Attorney
NOTE: DESIGN PROFESSIONAL’S SIGNATURES SHALL BE DULY

NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE

INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF

INCORPORATION, OR OTHER RULES OR REGULATIONS
APPLICABLE TO DESIGN PROFESSIONAL’S BUSINESS ENTITY.

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 truthfulness, accuracy, or validity of that document.

ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA

STATE OF CALIFORNIA )

COUNTY OF RIVERSIDE )
On ____________________, 2023 ,
before me, , Date Name And Title Of Officer (e.g. “Jane Doe, Notary Public”) personally appeared , Name of Signer(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 instrument 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 instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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 of Notary Public

OPTIONAL

Though this section is optional, completing this information can deter alternation of the document or fraudulent reattachment of this form to an unintended document.

CAPACIT(IES) CLAIMED BY SIGNER(S) DESCRIPTION OF ATTACHED DOCUMENT Signer's Name:
¨ Individual
¨ Corporate Officer

Title(s) Title or Type of Document
¨ Partner(s) ¨ Limited
¨ General
¨ Attorney-In-Fact Number Of Pages
¨ Trustee(s)
¨ Guardian/Conservator
¨ Other:

Signer is representing:

Name Of Person(s) Or Entity(ies)
Date Of Document

Signer(s) Other Than Named Above

ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA

STATE OF CALIFORNIA )

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 of Notary Public

OPTIONAL

Though this section is optional, completing this information can deter alternation of the document or frau dulent reattachment of this form to an unintended document.

CAPACIT(IES) CLAIMED BY SIGNER(S) DESCRIPTION OF ATTACHED DOCUMENT Signer's Name:
¨ Individual
¨ Corporate Officer

Title(s) Title or Type of Document
¨ Partner(s) ¨ Limited
¨ General
¨ Attorney-In-Fact Number Of Pages
¨ Trustee(s)
¨ Guardian/Conservator
¨ Other:

Signer is representing:

Name Of Person(s) Or Entity(ies)
Date Of Document

Signer(s) Other Than Named Above

B-1
EXHIBIT "A"

SCOPE OF SERVICES

T 562.908.6200 ▪ 800.499.4484 | F 562.695.2120 | 13191 Crossroads Parkway North, Suite 405, Industry, CA 91746 | www.willdan.com October 17, 2023
Mr. Andrew Lee E.I.T. submitted via email: [email protected] Assistant Engineer
City of Cathedral City
68-700 Avenida Lalo Guerrero
Cathedral City, CA 92234
Subject: Proposal for Combined Sarah Street Area Assessment District Preliminary Analysis Dear Mr. Lee:

Willdan Engineering (Willdan) is uniquely qualified to provide engineering services to the City of Cathedral City (City).

Our firm has over 59 years of experience providing similar services to district, cities, and counties throughout California.

Our extensive experience with a variety of street improvements, water infrastructure and master plans, sewer master plan, and assessment district projects makes us particularly strong as a partner on this important endeavor.

Project Understanding
The assessment district formation phase 2 is understood to cover the Desert Water Agency Service Area, including the following areas outlined in the provided parcel maps for the Sarah Street area:
▪ Crossley Road and Sarah Street (Commercial and Light Industrial) ▪ Lakeview Villas Condos (Fully Developed Residential on Septic) ▪ The unimproved Agua Caliente Trail area (Outpost Business Park; Unimproved Commercial and Light Industrial) ▪ The Bochner Family property (Unimproved Commercial and Light Industrial) The City has received interest from the residents of the above locations for further discussion to install street improvements including roadway paving and sidewalk, water, sewer, electricity, gas and telecom . Per the provided staff report, the Lakeview Villas Condos are currently connected to septic and have applied for CWSRF Grant funding for the conversion of septic to sewer. The unimproved areas will include preliminary street improvement layout with roads and sidewalks, and all areas will include preliminary wet and dry utility layout. The remaining areas are zoned for commercial and light industrial and do not qualify for the grant.

The City intends to host a community meeting to discuss the feasibility of the proposed improvements , with a preliminary conceptual design with budgetary opinions of probable cost, to enable the community to make an informed decision about the issue. Willdan will assist the City by preparing a preliminary presentation to discuss the process to form an Assessment District.

Scope of Work

Task 1 – Project Management and Meetings
Willdan will conduct all tasks necessary to complete the project, including day-to-day project management, meetings, project communication, project scheduling and tracking, invoicing, and overall administration of the project. Willdan utilizes a project management process to ensure a successful project, one which yield results that match clients expectations; project management is expected to include, but not be limited to:
a. Schedule project kick-off meeting to include City staff b. Communicate often with City staff throughout various submittal stages c. Prepare and distribute meeting agendas and minutes for all project meetings d. 3 Virtual Meetings with City Staff Assumed for this project

Mr. Andrew Lee E.I.T, Assistant Engineer
City of Cathedral City
Proposal for Combined Sarah Street Area Assessment District Preliminary Analysis October 17, 2023| Page 2

Task 2 – Utility Coordination and Research
Utility research to determine possible conflicts with underground utilities. Available as-builts will be collected for the existing street, sewer, and water improvements. Existing sewer and water as-builts will be used for invert elevations.

Willdan will a lso coordinate with dry utility companies to determine the installation costs for the proposed improvements. Willdan will coordinate with the Desert Water Agency to determine potential connection fees and current sewer capacities at the mainline.
 Deliverables
✓ PDF of GIS Sewer Exhibit
Task 3 – Preliminary Exhibit Preparation
Willdan will prepare a preliminary sewer exhibit utilizing the latest version of ARCGIS and/or AutoCAD Civil 3D. The exhibit will be based on available GIS mapping and will utilize Google Earth and /or 20’ contours to establish preliminary site topography. Willdan will prepare preliminary base mapping including street right s-of-way, parcel lines, and easements base d upon tract maps, parcel maps, and assessor parcel maps. Topographic survey is not included in this proposal but can be added under a separate scope and fee negotiated with the City. For a more accurate opinion of probable cost it is recommended that an aerial survey be performed (see Optional Task 9).

An alignment of the streets and wet and dry utilities will be set based on the available map data at 100 -scale topography. If necessary, an alternate alignment will be shown to exemplify all available options. Willdan will utilize available City and County GIS data to establish the Point of Connection to the existing sewer main. To properly set up the alignment, a preliminary pump vs. gravity analysis will be conducted to determine whether a pump station will be required to adequately serve the sewer needs , if required . The pump analysis will be based on the 20’ contours. Pump calculations are not included in this proposal. Geotechnical analysis and potholing of existing utilities is also not included in this proposal.
 Deliverables
✓ PDF of CAD/GIS Sewer Exhibit
Task 4 – Preliminary Water/Sewer Memorandum
A preliminary water/sewer memorandum will be prepared to ensure adequate capacity of the proposed facilities.

Capacity at the mainline will be confirmed and utilized within the report. Sewer and water flows will be calculated for the area based on available land use. No calculations or modeling for dry utilities are included in this proposal. A full sewer and water study is not included in the phase 2 analysis. The memo will be used to provide preliminary sizing of the water and sewer pipelines.
 Deliverables
✓ PDF of GIS Sewer Exhibit
Task 5 – Budgetary Engineer’s Opinion of Probable Cost
Willdan will prepare a Budgetary Opinion of Probable Cost (OPC) utilizing the latest version of Microsoft Excel. The estimate will be based on recent bid data seen for similar projects within proximity of the site. This “ ballpark” estimate will be preliminary based on the minimal data available prior to any field investigation and is to be utilized for discussion purposes only.

Willdan Financial Services will also establish an appropriate draft assessment methodology for the apportionment of costs. The method of apportioning costs, to the extent possible, will utilize a methodology concept and structure that is consistent with those utilized by other public agencies for similar assessments, and which follows the provisions of the California Constitution and notable court decisions regarding assessments.

Mr. Andrew Lee E.I.T, Assistant Engineer
City of Cathedral City
Proposal for Combined Sarah Street Area Assessment District Preliminary Analysis October 17, 2023| Page 3

To the extent there are general benefits identified, it is possible that the proposed assessments may not be able to fund 100 percent of the improvements.

The preliminary assessment methodology will be used to estimate the total and annual assessment burden for each property within the proposed District.
 Deliverables
✓ PDF of Budgetary Engineer’s Opinion of Probable Cost Task 6 – Presentation Preparation
Willdan will produce a PowerPoint presentation for the community meeting. The presentation will assist in educating the community with the process of installing the proposed improvements. Exhibits and data tables will be prepared to exemplify preliminary design alternatives and cost estimates. Sewer and water needs will be assessed via land use.

Any additional information the City has to assist in the analysis should be provided to Willdan. Upon completion of the presentation, it will be submitted to the City for review and comment prior to the community meeting. Please note that a formal study has not been conducted yet and is not to be prepared at this time. The purpose of this presentation is to present preliminary findings to assist the process in the creation of a Sewer Assessment District.

Task 7 – Community Meeting
Willdan will attend one (1) community meeting; the date and time will be coordinated with City staff. Willdan will present the PowerPoint presentation and develop exhibit panels showing what costs are paid by the District and which improvements are the responsibility of the property owner. Additionally , exhibits will be prepared showing specific construction techniques with photographs showing construct ion impacts of the proposed improvements.

This will be presented to the community in collaboration with City staff. Willdan will field a question and answer portion during the presentation and remain in attendance to assist throughout the duration of the meeting.  Community Meeting
✓ Attend Community Meeting
✓ Present PowerPoint Presentation
Optional Task 8 – Prepare Newsletter and Ballot
If the City elects to include this optional task, Willdan will prepare a newsletter summarizing the details discussed in the Community Meeting to outline the process and cost for formation of the Assessment District. Willdan will also prepare a survey postcard to be included within the newsletter, this will allow residents to vote whether they are in favor or not in favor of the project, based on the available preliminary data and costs presented within the newsletter.

These items will be provided to the City in PDF format; the City can then mail this to all neighborhood residents. This will provide the City with information on how many residents are interested and allow an informed decision on whether there is enough interest to proceed with a preliminary sewer report and Engineer’s Report to form the Assessment District. The preliminary sewer report and formation services are not included in this proposal but can be provided under a separate scope and fee.
 Deliverables
✓ Sewer Notice Newsletter
✓ Postcard Survey
✓ Survey Tabulations

Mr. Andrew Lee E.I.T, Assistant Engineer
City of Cathedral City
Proposal for Combined Sarah Street Area Assessment District Preliminary Analysis October 17, 2023| Page 4

Optional Task 9 – Aerial Survey and Mapping
As an option for the City, we have included a cost for aerial surveying and mapping of the area. It is recommended that an aerial survey be performed in order to provide more accurate costs to ensure the sewer and streets have the proper slope. This will give us a more accurate opinion of probable cost and will be available for the future design.

Due to the preliminary nature and uncertainty of assessment district voting we included this as optional to minimize up-front costs prior to the vote. Approximately 73 acres will be mapped by aerial methods.

The area will be mapped at 1 -foot contour intervals and plotted at 100 -scale for the study portion of the project.

Surveying activities will set aerial control points, GPS ties to bench marks, aerial control points, and found monuments. Aerial mapping activities include flying the site and providing compilation and CAD services.  Deliverables
✓ PDF and CAD files of Survey Base mapping

Project Disclaimer
The City of Cathedral City further represents, acknowledges, and agrees that:
(i) the City uses the services of one or more municipal advisors registered with the U.S. Securities and Exchange Commission (“SEC”) to advise it in connection with municipal financial products and the is suance of municipal securities;
(ii) the City is not looking to Willdan to provide, and the City shall not otherwise request or require Willdan to provide, any advice or recommendations with respect to municipal financial products or the issuance of municipal securities (including any advice or recommendations with respect to the structure, timing, terms, and other similar matters concerning such financial products or issues); (iii) The provisions of this proposal and the services to be provided hereunder as outlined in the scope of services are not intended (and shall not be construed) to constitute or include any municipal advisory services within the meaning of Section 15B of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and t he rules and regulations adopted thereunder;
(iv) For the avoidance of doubt and without limiting the foregoing, in connection with any revenue projections, cash- flow analyses, feasibility studies and/or other analyses Willdan may provide the City with re spect to financial, economic or other matters relating to a prospective, new or existing issuance of municipal securities of the City, (A) any such projections, studies and analyses shall be based upon assumptions, opinions or views (including, without limitation, any assumptions related to revenue growth) established by the City , in conjunction with such of its municipal, financial, legal and other advisers as it deems appropriate; and (B) under no circumstances shall Willdan be asked to provide, nor shal l it provide, any advice or recommendations or subjective assumptions, opinions or views with respect to the actual or proposed structure, terms, timing, pricing or other similar matters with respect to any municipal financial products or municipal securit ies issuances, including any revisions or amendments thereto; and
(v) Notwithstanding all of the foregoing, the City recognizes that interpretive guidance regarding municipal advisory activities is currently quite limited and is likely to evolve and develop during the term of the potential engagement and, to that end, the City will work with Willdan throughout the term of the potential Agreement to ensure that the Agreement and the services to be provided by Willdan hereunder, is interpreted by the pa rties, and if necessary amended, in a manner intended to ensure that the City is not asking Willdan to provide, and Willdan is not in fact providing or required to provide, any municipal advisory services.

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EXHIBIT "B"

COMPENSATION

Mr. Andrew Lee E.I.T, Assistant Engineer
City of Cathedral City
Proposal for Combined Sarah Street Area Assessment District Preliminary Analysis October 17, 2023| Page 5

Exclusions
The following items are not included within this proposal but can be added for a separate scope and fee negotiated with the City:
▪ Final Design Plans and PS&E.
▪ Field Topographic Survey
▪ Environmental Documentation and Permitting
▪ Geotechnical Investigation and Potholing
▪ Development of Legal Plats and R/W Documents

Schedule
Outlined below is Willdan's proposed project schedule for completing the above-described scope of work. Schedule begins upon receipt of notice to proceed (NTP).

Task Duration Timeframe (From NTP)
Kick-Off Meeting 2 Weeks 2 Weeks
Utility Coordination and Research 1 Week 3 Week
Prepare Preliminary Water/Sewer Report 4 Weeks 7 Weeks
Prepare Exhibit and Budgetary Opinion of Probable Cost 3 Weeks 10 Weeks City Review, Meeting and Comments 2 Weeks 12 Weeks
Presentation Preparation 1 Week 13 Weeks
City Review, Meeting and Comments 1 Week 14 Weeks
Community Meeting Date TBD

Fee
Our proposed time -and-materials – not-to-exceed fee for the base scope of work identified above is $49,300.

Optional Tasks 8 & 9 can be added for $ 2,463 & $40,611 respectively, for a total, inclusive of the optional tasks , of $92,374.

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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 whic h 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: Ve hicle 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. C overage 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.

X Professional Liability Insurance: Professional liability insurance appropriate to the Service Provider’s profession in an amount not less than one million dollar s

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$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 A:VII.

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. 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.

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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 sub-contractor 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.

Cathedral City City CouncilNovember 29, 2023

Cathedral City City Council
November 29, 2023