AGREEMENT FOR SERVICES
THIS AGREEMENT (“AGREEMENT”) is made and entered into this _______ day of__________, ___________, by and between the CITY OF MANTECA, a municipal corporation of the State of California (hereinafter referred to as "CITY"), and Willdan Energy Solutions
Consultant
2401 E. Katella Avenue, Suite 300 Anaheim CA 92806
MAILING ADDRESS CITY STATE ZIP
a ___California_________ (State of inception) __Corporation_____ (business structure) 1065713 (A - GENERAL ENGINEERING, B - GENERAL BUILDING, C10 - ELECTRICAL) STATE LICENSE CLASSIFICATION & NUMBER (if required)
hereinafter referred to as “CONSULTANT”.
WITNESSETH:
A. WHEREAS, CITY desires to enter into this Agreement for services for the design and construction of a turnkey floating solar photovoltaic systems and battery energy storage systems along with all associated mechanical, electrical, controls and civil/structural infrastructure.
B. WHEREAS, CITY desires to retain CONSULTANT to provide these services by reason of its qualifications, applicable license(s), and experience for performing such services, and CONSULTANT has offered to provide the required services on the terms and in the manner set forth herein.
NOW, THEREFORE, in consideration of their mutual covenants, the parties hereto agree as follows:
AGREEMENT
1. SCOPE OF SERVICES:
A. Consultant shall do all work, attend all meetings, produce all reports and carry out all activities necessary to complete the services described in Exhibit “A”. This AGREEMENT and its exhibits shall be known as the “Agreement Documents”. Terms set forth in any Agreement Document shall be deemed to be incorporated in all Agreement Documents as if set forth in full herein. In the event of conflict between terms contained in these Agreement Documents, the more specific term shall govern. If any portion of the Agreement Documents is in conflict with any other portion or provisions contained in the AGREEMENT, the AGREEMENT shall govern over the conflicting provisions contained in the exhibits to the AGREEMENT. To eliminate doubt, in the case of conflict between Consultant's proposal or Consultant's attachments and the City's ATTACHMENT 3
Agreement for Services
2 AGREEMENT and attachments, the City's AGREEMENT and attachments shall take precedence over Consultant's proposal and attachments.
B. Consultant enters into this AGREEMENT as an independent contractor and not as an employee of the City. The Consultant shall have no power or authority by this AGREEMENT to bind the City in any respect. Nothing in this AGREEMENT shall be construed to be inconsistent with this relationship or status. All employees, agents, contractors or subcontractors hired or retained by the Consultant are employees, agents, contractors or subcontractors of the Consultant and not of the City. The City shall not be obligated in any way to pay any wage claims or other claims made against Consultant by any such employees, agents, contractors or subcontractors, or any other person resulting from performance of this AGREEMENT.
C. The Consultant agrees it has satisfied itself by its own investigation and research regarding the conditions affecting the work to be done and labor and materials needed, and that its decision to execute this AGREEMENT is based on such independent investigation and research.
2. TERM OF AGREEMENT
A. The services of Consultant are to commence upon execution of this Agreement and shall be completed and this AGREEMENT terminated on December 31st, 2027 unless otherwise extended in writing by the mutual agreement of both parties.
B. The City Manager or designee may, by written instrument signed by the Parties, extend the duration of this AGREEMENT in the manner provided in Section 5, provided that the extension does not require the payment of compensation in excess of the maximum compensation set forth in Section 3, Compensation.
C. The Agreement Deliverables are as follows:
Deliverables Date
Completion of Exhibit A Scope September 18, 2026
3. COMPENSATION:
A. The Consultant shall be paid in accordance to the attached Fee Schedule in Exhibit “C”. Consultant charges separately for certain costs incurred in the representation, as well as for any disbursements to third parties made on City's behalf. Such costs and disbursements include, for example, the following: mileage (at the IRS rate in effect at the time the travel occurs), overnight delivery and messenger services. Consultant shall be reimbursed for expenses related to travel, for example (flights, hotels, meals). However, Consultant shall not make travel arrangements or incur costs on behalf of City without prior written authorization to incur said expenses and in no event shall total compensation under this AGREEMENT exceed _Zero Dollars____ ($_00.00_) without City’s prior written approval.
B. Said amount shall be paid within 30 days after satisfactory PROJECT progress and approval of the monthly billings by the CITY. Consultant shall furnish City with invoices for all expenses as well as for all materials authorized by this AGREEMENT. The invoices shall be submitted with the monthly billings.
ATTACHMENT 3
ATTACHMENT 3
ATTACHMENT 3
ATTACHMENT 3
ATTACHMENT 3
ATTACHMENT 3
ATTACHMENT 3
Agreement for Services
9 City: Consultant:
Somporn Boonsalat
Deputy Director of Engineering
City of Manteca
1001 W. Center St.
Manteca, CA 95337
Elliott Feldman
Sr. Program Manager
Willdan Energy Solutions
2401 E. Katella Avenue, Suite 300
Anaheim, CA 92806
877-939-2928
[email protected]
E. Governing Law and Venue. This AGREEMENT shall be interpreted and governed by the laws of the State of California, and any legal action relating to this AGREEMENT shall take place in the Superior Court, County of San Joaquin.
F. Waiver. Waiver of any breach or default under this Agreement shall not constitute a continuing waiver of a subsequent breach or default of the same or any other provision under this AGREEMENT.
G. Severability. If any provision of this AGREEMENT is held to be invalid, illegal or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this AGREEMENT shall continue in full force and effect.
H. Mediation. In the event of any controversy or claim arising out of or relating to this Agreement or the Services provided by Consultant (each referred to as a “Dispute” and all collectively referred to as the “Disputes”), the Parties shall try to resolve all Disputes through good faith, direct discussions involving the representatives of each Party who possess the necessary authority to resolve such Dispute. If direct discussions are unsuccessful in resolving a Dispute, the Parties shall endeavor to resolve the matter by mediation through and administered by JAMS or its successor in interest. JAMS shall provide the parties with the name of five (5) qualified mediators. Each party shall have the option to strike two of the five mediators selected by JAMS, and thereafter the mediator remaining shall hear the dispute. If the dispute remains unresolved after mediation, either party may commence litigation.
I. Costs and Attorney' Fees. If either party commences any legal action against the other party arising out of this Agreement or the performance thereof, the prevailing party in such action may recover its reasonable litigation expenses, including court costs, expert witness fees, discovery expenses, and attorneys' fees.
J. Entire Agreement. This AGREEMENT constitutes the entire agreement between the parties relative to the services specified herein and no modification hereof shall be effective unless and until such modification is evidenced by a writing signed by both parties to this AGREEMENT. There are no understandings, agreements, conditions, representations, warranties or promises, with respect to this AGREEMENT, except those contained in or referred to in writing.
K. Execution. This AGREEMENT may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy has been signed by both parties.
ATTACHMENT 3
ATTACHMENT 3
Agreement for Services
TO EFFECTUATE THIS AGREEMENT, each of the parties has caused this Agreement to be executed by its duly authorized representative as of the date set forth in the introductory paragraph on page 1 above.
CONSUL TANT:
Willdan Energy Solutions, Inc.
(Type name of Consultant/form of organization)*
By:
(�
Aaron Etzkorn, Vice President
(Type name and title)
By:
(Signature)
(Type name and title)
Address: 2401 E. Katella Avenue, Suite 300
Anaheim, CA 92806
Telephone: 714.940.6300
CITY OF MANTECA:
Toni Lundgren
City Manager
ATTEST:
Cassandra Candini-Tilton
Director of Legislative Services
COUNTERSIGNED:
Matt Boring
Director of Finance
COUNTERSIGNED:
Stephanie Van Steyn, Director of
Human Resources
APPROVED AS TO FORM:
Andy Pinasco, Interim City Attorney
By: ___________
Andy Pinasco, Interim City Attorney
11 ATTACHMENT 3
ATTACHMENT 3
ATTACHMENT 3
ATTACHMENT 3
ATTACHMENT 3