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AGREEMENT
CITY OF FRESNO, CALIFORNIA
CONSULTANT SERVICES
THIS AGREEMENT is made and entered into effect on IVOWM&-f 7-, 201�,
by and between the CITY OF FRESNO, a California municipal corporation (City), and
WILLDAN ENGINEERING, INCORPORATED (Consultant).
RECITALS
WHEREAS, the City desires to obtain professional As-Needed Plan Checking,
Back-Checking, and Inspection Services for as-needed services (Project); and
WHEREAS, the Consultant is engaged in the business of furnishing services as
a Plan Checking consultant and hereby represents that it desires to and is
professionally and legally capable of performing the services called for by this
Agreement, and
WHEREAS, the Consultant acknowledges that this Agreement is subject to the
requirements of Fresno Municipal Code Section 4-107 and Administrative Order No.
6-19; and
WHEREAS, this Agreement will be administered for the City by its Planning and
Development Department Director(Administrator) or designee.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the covenants,
conditions, and premises hereinafter contained to be kept and performed by the
respective parties, it is mutually agreed as follows:
1. Scope of Services. The Consultant shall perform to the satisfaction of the
City services described in Exhibit A, including all work incidental to, or necessary to
perform, such services even though not specifically described in Exhibit A.
2. Term of Agreement and Time for Perfoi-mance. This Agreement shall be
effective from the date first set forth above (Effective Date) and shall continue in full
force and effect through December 31, 2020, subject to any earlier termination in
accordance with this Agreement. The services of the Consultant as described in Exhibit
A are to commence upon the Effective Date and shall be completed in a sequence
assuring expeditious completion, but in any event, all such services shall be completed
prior to expiration of this Agreement and in accordance with any performance schedule
set forth in Exhibit A.
3. Compensation.
(a) The Consultant's compensation for satisfactory performance of all
services required or rendered pursuant to this Agreement shall be a total fee not to
exceed $100,000, paid on the basis of the rates set forth in the schedule of fees and
expenses contained in Exhibit E.
(b) Detailed statements shall be rendered monthly for services
performed in the preceding month and will be payable in the normal course of City
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business. The City shall not be obligated to reimburse any expense for which it has not
received a detailed invoice with applicable copies of representative and identifiable
receipts or records substantiating such expense.
(c) The parties may modify this Agreement to increase or decrease the
scope of services or provide for the rendition of services not required by this Agreement,
which modification shall include an adjustment to the Consultant's compensation. Any
change in the scope of services must be made by written amendment to the Agreement
signed by an authorized representative for each party. The Consultant shall not be
entitled to any additional compensation if services are performed prior to a signed
written amendment.
4. Termination Remedies and Force Ma eure.
(a) This Agreement shall terminate without any liability of the City to
the Consultant upon the earlier of: (i) the Consultant's filing for protection under the
federal bankruptcy laws, or any bankruptcy petition or petition for receiver commenced
by a third party against the Consultant; (ii) seven calendar days' prior written notice with
or without cause by the Consultant; (iii) the 's non-appropriation of funds sufficient to
meet its obligations hereunder during any City fiscal year of this Agreement, or
insufficient funding for the Project; or (iv) expiration of this Agreement.
(b) Immediately upon any termination or expiration of this Agreement,
the Consultant shall (i) immediately stop all work hereunder; and (ii) return to the any
and all unearned payments and all properties and materials in the possession of the
Consultant that are owned by the . Subject to the terms of this Agreement, the
Consultant shall be paid compensation for services satisfactorily performed prior to the
effective date of termination. The Consultant shall not be paid for any work or services
performed or costs incurred which reasonably could have been avoided.
(c) In the event of termination due to failure of the Consultant to
satisfactorily perform in accordance with the terms of this Agreement, the City may
withhold an amount that would otherwise be payable as an offset to, but not in excess
of, the 's damages caused by such failure. In no event shall any payment by the City
pursuant to this Agreement constitute a waiver by the City of any breach of this
Agreement which may then exist on the part of the Consultant, nor shall such payment
impair or prejudice any remedy available to the City with respect to the breach.
(d) Upon any breach of this Agreement by the Consultant, the City may
(i) exercise any right, remedy (in contract, law or equity), or privilege which may be
available to it under applicable laws of the State of California or any other applicable
law; (ii) proceed by appropriate court action to enforce the terms of the Agreement;
and/or (iii) recover all direct, indirect, consequential, economic and incidental damages
for the breach of the Agreement. If it is determined that the City improperly terminated
this Agreement for default, such termination shall be deemed a termination for
convenience.
(e) The Consultant shall provide the City with adequate written
assurances of future performance, upon Administrator's request, in the event the
Consultant fails to comply with any terms or conditions of this Agreement.
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(f) The Consultant shall be liable for default unless nonperformance is
caused by an occurrence beyond the reasonable control of the Consultant and without
its fault or negligence such as, acts of God or the public enemy, acts of the City in its
contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually
severe weather, and delays of common carriers. The Consultant shall notify
Administrator in writing as soon as it is reasonably possible after the commencement of
any excusable delay, setting forth the full particulars in connection therewith, and shall
remedy such occurrence with all reasonable dispatch, and shall promptly give written
notice to Administrator of the cessation of such occurrence.
5. Confidential Information and Ownership of Documents.
(a) Any reports, information, or other data prepared or assembled by
the Consultant pursuant to this Agreement shall not be made available to any individual
or organization by the Consultant without the prior written approval of the Administrator.
During the term of this Agreement, and thereafter, the Consultant shall not, without the
prior written consent of the City, disclose to anyone any Confidential Information. The
term Confidential Information for the purposes of this Agreement shall include all
proprietary and confidential information of the City, including but not limited to business
plans, marketing plans, financial information, materials, compilations, documents,
instruments, models, source or object codes and other information disclosed or
submitted, orally, in writing, or by any other medium or media. All Confidential
Information shall be and remain confidential and proprietary in the City.
(b) Any and all writings and documents prepared or provided by the
Consultant pursuant to this Agreement are the property of the City at the time of
preparation and shall be turned over to the City upon expiration or termination of the
Agreement. The Consultant shall not permit the reproduction or use thereof by any
other person except as otherwise expressly provided herein.
(c) This Section 5 shall survive expiration or termination of this
Agreement.
6. Professional Skill. It is further mutually understood and agreed by and
between the parties hereto that inasmuch as the Consultant represents to the City that
the Consultant is skilled in the profession and shall perform in accordance with the
standards of said profession necessary to perform the services agreed to be done by it
under this Agreement, the City relies upon the skill of the Consultant to do and perform
such services in a skillful manner and the Consultant agrees to thus perform the
services. Therefore, any acceptance of such services by the City shall not operate as a
release of the Consultant or any subcontractors from said professional standards.
7. Indemnification. To the furthest extent allowed by law, the Consultant shall
indemnify, hold harmless and defend the City and each of its officers, officials,
employees, agents, and volunteers from any and all loss, liability, fines, penalties,
forfeitures, costs and damages (whether in contract, tort or strict liability, including but
not limited to personal injury, death at any time and property damage), and from any
and all claims, demands and actions in law or equity (including reasonable attorney's
fees and litigation expenses) that arise out of, pertain to, or relate to the negligence,
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recklessness or willful misconduct of the Consultant, its principals, officers, employees,
agents, or volunteers in the performance of this Agreement.
This section shall survive termination or expiration of this Agreement.
8. Insurance.
(a) Throughout the life of this Agreement, the Consultant shall pay for
and maintain in full force and effect all insurance as required in Exhibit B, which is
incorporated into and part of this Agreement, with an insurance company(ies) either (i)
admitted by the California Insurance Commissioner to do business in the State of
California and rated no less than "A-VII" in the Best's Insurance Rating Guide, or (ii) as
may be authorized in writing by the City's Risk Manager or designee at any time and in
its sole discretion. The required policies of insurance as stated in Exhibit B shall
maintain limits of liability of not less than those amounts stated therein. However, the
insurance limits available to the City, its officers, officials, employees, agents, and
volunteers as additional insureds, shall be the greater of the minimum limits specified
therein or the full limit of any insurance proceeds to the named insured.
(b) If at any time during the life of the Agreement or any extension, the
Consultant fails to maintain any required insurance in full force and effect, all services
and work under this Agreement shall be discontinued immediately, and all payments
due or that become due to the Consultant shall be withheld until notice is received by
the City that the required insurance has been restored to full force and effect and that
the premiums therefore have been paid for a period satisfactory to the City. Any failure
to maintain the required insurance shall be sufficient cause for the City to terminate this
Agreement. No action taken by the City pursuant to this section shall in any way relieve
the Consultant of its responsibilities under this Agreement. The phrase "fail to maintain
any required insurance" shall include, without limitation, notification received by the City
that an insurer has commenced proceedings, or has had proceedings commenced
against it, indicating that the insurer is insolvent.
(c) The fact that insurance is obtained by the Consultant shall not be
deemed to release or diminish the liability of the Consultant, including, without limitation,
liability under the indemnity provisions of this Agreement. The duty to indemnify the City
shall apply to all claims and liability regardless of whether any insurance policies are
applicable. The policy limits do not act as a limitation upon the amount of
indemnification to be provided by the Consultant. Approval or purchase of any
insurance contracts or policies shall in no way relieve from liability nor limit the liability of
the Consultant, its principals, officers, agents, employees, persons under the
supervision of the Consultant, vendors, suppliers, invitees, consultants, sub-consultants,
subcontractors, or anyone employed directly or indirectly by any of them.
9. Conflict of Interest and Non-Solicitation.
(a) Prior to the City's execution of this Agreement, the Consultant shall
complete a City of Fresno conflict of interest disclosure statement in the form as set
forth in Exhibit C. During the term of this Agreement, the Consultant shall have the
obligation and duty to immediately notify the City in writing of any change to the
information provided by the Consultant in such statement.
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(b) The Consultant shall comply with all applicable (i) professional
canons and requirements governing avoidance of impermissible client conflicts; and (ii)
federal, state, and local conflict of interest laws and regulations including, without
limitation, California Government Code Section 1090 et. seq., the California Political
Reform Act (California Government Code Section 87100 et. seq.) and the regulations of
the Fair Political Practices Commission concerning disclosure and disqualification (2
California Code of Regulations Section 18700 et. seq.). At any time, upon written
request of the City, the Consultant shall provide a written opinion of its legal counsel
after a due diligent inquiry, the Consultant is in full compliance with all laws and
regulations. The Consultant shall take reasonable steps to avoid any appearance of a
conflict of interest. Upon discovery of any facts giving rise to the appearance of a
conflict of interest, the Consultant shall immediately notify the City of these facts in
writing.
(c) In performing the work or services to be provided hereunder, the
Consultant shall not employ or retain the services of any person while such person
either is employed by the City or is a member of any City council, commission, board,
committee, or similar City body. This requirement may be waived in writing by the City
Manager, if no actual or potential conflict is involved.
(d) The Consultant represents and warrants that it has not paid or
agreed to pay any compensation, contingent or otherwise, direct or indirect, to solicit, or
procure this Agreement or any rights/benefits hereunder.
(e) The Consultant performing any services on this Project shall not bid
for, assist anyone in the preparation of a bid for, or perform any services pursuant to,
any other contract in connection with this Project unless fully disclosed to and approved
by the City Manager, in advance and in writing. The Consultant and any of its
subcontractors shall have no interest, direct or indirect, in any other contract with a third
party in connection with this Project unless such interest is in accordance with all
applicable law and fully disclosed to and approved by the City Manager, in advance and
in writing. Notwithstanding any approval given by the City Manager under this provision,
the Consultant shall remain responsible for complying with Section 9(b), above.
(f) This Section 9 shall survive expiration or termination of this
Agreement.
10. Recyclinq Program. In the event the Consultant maintains an office or
operates a facility(ies), or is required herein to maintain or operate same, within the
incorporated limits of the City of Fresno, the Consultant at its sole cost and expense
shall:
(i) Immediately establish and maintain a viable and ongoing recycling
program, approved by the City's Solid Waste Management Division, for each
office and facility. Literature describing the City recycling programs is available
from the City's Solid Waste Management Division and by calling City of Fresno
Recycling Hotline at (559) 621-1111.
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(ii) Immediately contact the City's Solid Waste Management Division at
(559) 621-1452 and schedule a free waste audit, and cooperate with such
Division in their conduct of the audit for each office and facility.
(iii) Cooperate with and demonstrate to the satisfaction of the City's
Solid Waste Management Division the establishment of the recycling program in
paragraph (i) above and the ongoing maintenance thereof.
11. General Terms.
(a) Except as otherwise provided by law, all notices expressly required
of the City within the body of this Agreement, and not otherwise specifically provided for,
shall be effective only if signed by the Administrator or designee.
(b) Records of the Consultant's expenses pertaining to the Project
shall be kept on a generally recognized accounting basis and shall be available to the
City or its authorized representatives upon request during regular business hours
throughout the life of this Agreement and for a period of three years after final payment
or, if longer, for any period required by law. In addition, all books, documents, papers,
and records of the Consultant pertaining to the Project shall be available for the purpose
of making audits, examinations, excerpts, and transcriptions for the same period of time.
If any litigation, claim, negotiations, audit or other action is commenced before the
expiration of said time period, all records shall be retained and made available to the
City until such action is resolved, or until the end of said time period whichever shall
later occur. This Section 11(b) shall survive expiration or termination of this Agreement.
(c) Prior to execution of this Agreement by the City, the Consultant
shall have provided evidence to the City that the Consultant is licensed to perform the
services called for by this Agreement (or that no license is required).
12. Nondiscrimination. To the extent required by controlling federal, state and
local law, the Consultant shall not employ discriminatory practices in the provision of
services, employment of personnel, or in any other respect on the basis of race,
religious creed, color, national origin, ancestry, physical disability, mental disability,
medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a
disabled veteran or veteran of the Vietnam era. Subject to the foregoing and during the
performance of this Agreement, the Consultant agrees as follows:
(a) The Consultant will comply with all applicable laws and regulations
providing that no person shall, on the grounds of race, religious creed, color, national
origin, ancestry, physical disability, mental disability, medical condition, marital status,
sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the
Vietnam era be excluded from participation in, be denied the benefits of, or be subject to
discrimination under any program or activity made possible by or resulting from this
Agreement.
(b) The Consultant will not discriminate against any employee or
applicant for employment because of race, religious creed, color, national origin,
ancestry, physical disability, mental disability, medical condition, marital status, sex,
age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam
era. The Consultant shall ensure that applicants are employed, and the employees are
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treated during employment, without regard to their race, religious creed, color, national
origin, ancestry, physical disability, mental disability, medical condition, marital status,
sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the
Vietnam era. Such requirement shall apply to the Consultant's employment practices
including, but not be limited to, the following: employment, upgrading, demotion or
transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or
other forms of compensation; and selection for training, including apprenticeship. The
Consultant agrees to post in conspicuous places, available to employees and applicants
for employment, notices setting forth the provision of this nondiscrimination clause.
(c) The Consultant will, in all solicitations or advertisements for
employees placed by or on behalf of the Consultant in pursuit hereof, state that all
qualified applicants will receive consideration for employment without regard to race,
religious creed, color, national origin, ancestry, physical disability, mental disability,
medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a
disabled veteran or veteran of the Vietnam era.
(d) The Consultant will send to each labor union or representative of
workers with which it has a collective bargaining agreement or other contract or
understanding, a notice advising such labor union or workers' representatives of the
Consultant's commitment under this section and shall post copies of the notice in
conspicuous places available to employees and applicants for employment.
13. Independent Contractor.
(a) In the furnishing of the services provided for herein, the Consultant
is acting solely as an independent contractor. Neither the Consultant, nor any of its
officers, agents, or employees shall be deemed an officer, agent, employee, joint
venturer, partner, or associate of the City for any purpose. The City shall have no right
to control or supervise or direct the manner or method by which the Consultant shall
perform its work and functions. However, the City shall retain the right to administer this
Agreement so as to verify that the Consultant is performing its obligations in accordance
with the terms and conditions thereof.
(b) This Agreement does not evidence a partnership or joint venture
between the Consultant and the City. The Consultant shall have no authority to bind the
City absent the City's express written consent. Except to the extent otherwise provided
in this Agreement, the Consultant shall bear its own costs and expenses in pursuit
thereof.
(c) Because of its status as an independent contractor, the Consultant
and its officers, agents, and employees shall have absolutely no right to employment
rights and benefits available to City employees. The Consultant shall be solely liable
and responsible for all payroll and tax withholding and for providing to, or on behalf of,
its employees all employee benefits including, without limitation, health, welfare and
retirement benefits. In addition, together with its other obligations under this Agreement,
the Consultant shall be solely responsible, indemnify, defend and save the City
harmless from all matters relating to employment and tax withholding for and payment
of the Consultant's employees, including, without limitation, (i) compliance with Social
Security and unemployment insurance withholding, payment of workers' compensation
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benefits, and all other laws and regulations governing matters of employee withholding,
taxes and payment; and (ii) any claim of right or interest in the City employment
benefits, entitlements, programs and/or funds offered employees of the City whether
arising by reason of any common law, de facto, leased, or co-employee rights or other
theory. It is acknowledged that during the term of this Agreement, the Consultant may
be providing services to others unrelated to the City or to this Agreement.
14. Notices. Any notice required or intended to be given to either party under
the terms of this Agreement shall be in writing and shall be deemed to be duly given if
delivered personally, transmitted by facsimile followed by telephone confirmation of
receipt, or sent by United States registered or certified mail, with postage prepaid, return
receipt requested, addressed to the party to which notice is to be given at the party's
address set forth on the signature page of this Agreement or at such other address as
the parties may from time to time designate by written notice. Notices served by United
States mail in the manner above described shall be deemed sufficiently served or given
at the time of the mailing thereof.
15. &ndin-g. Subject to Section 16, below, once this Agreement is signed by
all parties, it shall be binding upon, and shall inure to the benefit of, all parties, and each
parties' respective heirs, successors, assigns, transferees, agents, servants,
employees, and representatives.
16. Assignment.
(a) This Agreement is personal to the Consultant and there shall be no
assignment by the Consultant of its rights or obligations under this Agreement without
the prior written approval of the City Manager or designee. Any attempted assignment
by the Consultant, its successors or assigns, shall be null and void unless approved in
writing by the City Manager or designee.
(b) The Consultant hereby agrees not to assign the payment of any
monies due the Consultant from the City under the terms of this Agreement to any other
individual(s), corporation(s) or entity(ies). The City retains the right to pay any and all
monies due the Consultant directly to the Consultant.
17. Compliance With Law. In providing the services required under this
Agreement, the Consultant shall at all times comply with all applicable laws of the
United States; the State of California and the City, and with all applicable regulations
promulgated by federal, state, regional, or local administrative and regulatory agencies,
now in force and as they may be enacted, issued, or amended during the term of this
Agreement.
18. Waiver. The waiver by either party of a breach by the other of any
provision of this Agreement shall not constitute a continuing waiver or a waiver of any
subsequent breach of either the same or a different provision of this Agreement. No
provisions of this Agreement may be waived unless in writing and signed by all parties
to this Agreement. Waiver of any one provision herein shall not be deemed to be a
waiver of any other provision herein.
19. Governina Law and Venue. This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of California,
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excluding, however, any conflict of.laws rule which would apply the law of another
jurisdiction. Venue for purposes of the filing of any action regarding the enforcement or
interpretation of this Agreement and any rights and duties hereunder shall be Fresno
County, California.
20. Headings. The section headings in this Agreement are for convenience
and reference only and shall not be construed or held in any way to explain, modify, or
add to the interpretation or meaning of the provisions of this Agreement.
21. 5everability. The provisions of this Agreement are severable. The
invalidity, or unenforceability of any one provision in this Agreement shall not affect the
other provisions.
22. Interpretation. The parties acknowledge that this Agreement in its final
form is the result of the combined efforts of the parties and that, should any provision of
this Agreement be found to be ambiguous in any way, such ambiguity shall not be
resolved by construing this Agreement in favor of or against either party, but rather by
construing the terms in accordance with their generally accepted meaning.
23. Attorne 's Fees. If either party is required to commence any proceeding or
legal action to enforce or interpret any term, covenant or condition of this Agreement,
the prevailing party in such proceeding or action shall be entitled to recover from the
other party its reasonable attorney's fees and legal expenses.
24. Exhibits. Each exhibit and attachment referenced in this Agreement is, by
the reference, incorporated into and made a part of this Agreement.
25. Precedence of Documents. In the event of any conflict between the body
of this Agreement and any exhibit or attachment hereto, the terms and conditions of the
body of this Agreement shall control and take precedence over the terms and conditions
expressed within the exhibit or attachment. Furthermore, any terms or conditions
contained within any exhibit or attachment hereto which purport to modify the allocation
of risk between the parties, provided for within the body of this Agreement, shall be null
and void.
26. Cumulative Remedies. No remedy or election hereunder shall be deemed
exclusive but shall, wherever possible, be cumulative with all other remedies at law or in
equity.
27. No Third Party Beneficiaries. The rights, interests, duties, and obligations
defined within this Agreement are intended for the specific parties hereto as identified in
the preamble of this Agreement. Notwithstanding anything stated to the contrary in this
Agreement, it is not intended that any rights or interests in this Agreement benefit or
flow to the interest of any third parties.
28. Extent of A reement. Each party acknowledges that they have read and
fully understand the contents of this Agreement. This Agreement represents the entire
and integrated agreement between the parties with respect to the subject matter hereof
and supersedes all prior negotiations, representations or agreements, either written or
oral. This Agreement may be modified only by written instrument duly authorized and
executed by both the City and the Consultant.
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IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno,
California, the day and year first above written.
CITY OF FRESNO, WILLDAN ENGI ERIN
a California municipal corporation Incorp rated
By. By:
Jennif r lClark, AICP
Plann d Development Name: Daniel Chow
Department
Title: President/CEO
(If corporation or LLC., Board Chair, Pres.
APPROVED AS TO FORM: or Vice Pres.)
DOUGLAS T. SLO
CitgAey By:
BY Name: Kate Nguy
Brandon M. Collet Date
Senior Deputy City Attorney Title: Secretary
(If corporation or LLC., CFO, Treasurer,
ATTEST: Secretary or Assistant Secretary)
YVONNE SPENCE, CRM MMC
City Clerk Any Applicable Professional License:
Number:
By_ ��Ac"., ( Name:
Date it/u/17 Date of Issuance:
Deputy K�"-Cp mwe-A 4.
Addresses:
CITY: CONSULTANT:
City of Fresno Willdan Engineering Inc.
Attention: Summer Cecil, Attention: Douglas Wilson,
Management Analyst 11 Project Manager
2600 Fresno Street, Room 3065 2014 Tulare Street, Suite 515
Fresno, CA 93721 Fresno, CA 93721
Phone: (559) 621-8166 Phone: 209-862-9511
FAX: (559) 498-1026 FAX: 209-862-1079
Attachments:
1. Exhibit A - Scope of Services
2. Exhibit B - Insurance Requirements
3. Exhibit C - Conflict of Interest Disclosure Form
4. Exhibit D - Timelines
5. Exhibit E - Hourly Rates
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EXHIBIT A
SCOPE OF SERVICES
Consultant Service Agreement between City of Fresno (City)
and Willdan Engineering, Inc. (Consultant)
As-Needed Plan Checking, Back-Checking, and Inspection Services
The Consultant will provide plan checking, back checking, and building inspection
services on an as-needed basis as determined by the the City Building Official and/or
his designee. Review will include the following residential, commercial, and industrial
construction disciplines: Solar, Electrical, Structural, Building, Grading, Mechanical,
Plumbing, Title 24.
Additional disciplines within the professional capacity of the The Consultant may be
included for review/inspection at the discretion of the the City Building Official and/or his
designee.
The Consultant shall not hire subcontractors to perform the work assigned to them from
the City.
The Consultant shall perform assigned work according to the timelines set forth in the
attached Exhibit D, Table -1: Plan Review Timelines; and per the hourly rates as shown
in the attached Exhibit, Table-2: Hourly Rates.
All services provided to the City shall meet these timelines; if these timelines are not
met the City will require a 2% fee returned based on the hourly rate per each type of
discipline-review that did not meet the expected timeline.
Once the project has been processed and shipped to the Consultant the timeline
(Clock) for review has started.
Exhibit A Page 1 of 2
SCHEDULE OF FEES AND EXPENSES
See attached Exhibit E, Table-2: Hourly Rates,
Exhibit A Page 2 of 2
EXHIBIT B
INSURANCE REQUIREMENTS
Consultant Service Agreement between City of Fresno (City)
and Willdan Engineering, Inc. (Consultant)
As-Needed_Plan Checking, Back-CheckingLand Inspection Services
MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
1. The most current version of Insurance Services Office (ISO) Commercial
General Liability Coverage Form CG 00 01, providing liability coverage
arising out of your business operations. The Commercial General Liability
policy shall be written on an occurrence form and shall provide coverage
for "bodily injury," "property damage" and "personal and advertising injury"
with coverage for premises and operations (including the use of owned
and non-owned equipment), products and completed operations, and
contractual liability (including, without limitation, indemnity obligations
under the Agreement) with limits of liability not less than those set forth
under"Minimum Limits of Insurance."
2. The most current version of ISO *Commercial Auto Coverage Form CA 00
01, providing liability coverage arising out of the ownership, maintenance
or use of automobiles in the course of your business operations. The
Automobile Policy shall be written on an occurrence form and shall
provide coverage for all owned, hired, and non-owned automobiles or
other licensed vehicles (Code 1- Any Auto). If personal automobile
coverage is used, the City, its officers, officials, employees, agents, and
volunteers are to be listed as additional insureds.
3. Workers' Compensation insurance as required by the State of California
and Employer's Liability Insurance.
4. Professional Liability (Errors and Omissions) insurance appropriate to the
Consultant's profession. Architect's and engineer's coverage is to be
endorsed to include contractual liability.
MINIMUM LIMITS OF INSURANCE
The Consultant shall maintain limits of liability of not less than those set forth below.
However, insurance limits available to the City, its officers, officials, employees, agents,
and volunteers as additional insureds, shall be the greater of the minimum limits
specified herein or the full limit of any insurance proceeds available to the named
insured:
1. COMMERCIAL GENERAL LIABILITY:
(i) $1,000,000 per occurrence for bodily injury and property damage;
(ii) $1,000,000 per occurrence for personal and advertising injury;
(iii) $2,000,000 aggregate for products and completed operations; and,
Page I of 4
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Exhibit B Page 1 of 4
(iv) $2,000,000 general aggregate applying separately to the work
performed under the Agreement.
2. COMMERCIAL AUTOMOBILE LIABILITY:
$1,000,000 per accident for bodily injury and property damage.
3. WORKERS' COMPENSATION INSURANCE as required by the State of
California with statutory limits.
4. EMPLOYER'S LIABILITY:
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.
5. PROFESSIONAL LIABILITY (Errors and Omissions):
(i) $1,000,000 per claim/occurrence; and,
(ii) $2,000,000 policy aggregate.
UMBRELLA OR EXCESS INSURANCE
In the event the Consultant purchases an Umbrella or Excess insurance policy(ies) to
meet the "Minimum Limits of Insurance," this insurance policy(ies) shall "follow form"
and afford no less coverage than the primary insurance policy(ies). In addition, such
Umbrella or Excess insurance policy(ies) shall also apply on a primary and non-
contributory basis for the benefit of the City, its officers, officials, employees, agents,
and volunteers.
DEDUCTIBLES AND SELF-INSURED RETENTIONS
The Consultant shall be responsible for payment of any deductibles contained in any
insurance policy(ies) required herein and the Consultant shall also be responsible for
payment of any self-insured retentions. Any deductibles or self-insured retentions must
be declared to on the Certificate of Insurance, and approved by, the City's Risk
Manager or designee. At the option of the City's Risk Manager or designee, either:
(i) The insurer shall reduce or eliminate such deductibles or self-
insured retentions as respects the City, its officers, officials,
employees, agents, and volunteers; or
(ii) The Consultant shall provide a financial guarantee, satisfactory to
the City's Risk Manager or designee, guaranteeing payment of
losses and related investigations, claim administration and defense
expenses. At no time shall the City be responsible for the payment
of any deductibles or self-insured retentions.
OTHER INSURANCE PROVISIONS/ENDORSEMENTS
The General Liability and Automobile Liabil/tV insurance policies are to contain, or be
endorsed to contain, the following provisions:
1. The City, its officers, officials, employees, agents, and volunteers are to be
covered as additional insureds. The Consultant shall establish additional
insured status for the City and for all ongoing and completed operations by
Page 2 of 4
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Exhibit B Page 2 of 4
use of ISO Form CG 20 10 11 85 or both CG 20 10 10 01 and
CG 20 37 10 01 or by an executed manuscript insurance company
endorsement providing additional insured status as broad as that
contained in ISO Form CG 20 10 11 85.
2. The coverage shall contain no special limitations on the scope of
protection afforded to the City, its officers, officials, employees, agents,
and volunteers. Any available insurance proceeds in excess of the
specified minimum limits and coverage shall be available to the Additional
Insured. Where the CitIg is held liable -6r t:ne 6VAuri5 or neglirience
El 3. For any claims ating to this reement, the Consultant's insurance Of- the
coverage shall be primary insurance with respect to the City, its officers, 0S I
officials, employees, agents, and volunteers. Any insurance or self-
insurance maintained by the City, its officers, officials, employees, agents,
and volunteers shall be excess of the Consultant's insurance and shall not
contribute with it. The Consultant shall establish primary and non-
contributory status by using ISO Form CG 20 01 04 13 or by an executed
manuscript insurance company endorsement that provides primary and
non-contributory status as broad as that contained in ISO Form CG
2001 0413.
The Workers' Compensation insurance policy is to contain, or be endorsed to contain,
the following provision: the Consultant and its insurer shall waive any right of
subrogation against the City, its officers, officials, employees, agents, and volunteers.
If the Professional Liability Errors and Omissions insurance policy is written on a
claims-made form:
1. The retroactive date must be shown, and must be before the effective date
of the Agreement or the commencement of work by the Consultant.
2. Insurance must be maintained and evidence of insurance must be
provided for at least five years after completion of the Agreement work or
termination of the Agreement, whichever occurs first, or, in the alternative,
the policy shall be endorsed to provide not less than a five-year discovery
period.
3. If coverage is canceled or non-renewed, and not replaced with another
claims-made policy form with a retroactive date prior to the effective date
of the Agreement or the commencement of work by the Consultant, the
Consultant must purchase "extended reporting" coverage for a minimum
of five years completion of the Agreement work or termination of the
Agreement, whichever occurs first.
4. A copy of the claims reporting requirements must be submitted to the City
for review.
5. These requirements shall survive expiration or termination of the
Agreement.
Page 3 of 4
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Exhibit B Page 3 of 4
Al!policies of insurance required herein shall be endorsed to provide that the coverage
shall not be cancelled, non-renewed, reduced in coverage or in limits except after thirty
calendar days written notice by certified mail, return receipt requested, has been given
to the City. The Consultant is also responsible for providing written notice to the City
under the same terms and conditions. Upon issuance by the insurer, broker, or agent of
a notice of cancellation, non-renewal, or reduction in coverage or in limits, the
Consultant shall furnish the City with a new certificate and applicable endorsements for
such policy(ies). In the event any policy is due to expire during the work to be performed
for the City, the Consultant shall provide a new certificate, and applicable
endorsements, evidencing renewal of such policy not less than fifteen calendar days
prior to the expiration date of the expiring policy.
Should any of the required policies provide that the defense costs are paid within the
Limits of Liability, thereby reducing the available limits by any defense costs, then the
requirement for the Limits of Liability of these polices will be twice the above stated
limits.
The fact that insurance is obtained by the Consultant shall not be deemed to release or
diminish the liability of the Consultant, including, without limitation, liability under the
indemnity provisions of this Agreement. The policy limits do not act as a limitation upon
the amount of indemnification to be provided by the Consultant. Approval or purchase of
any insurance contracts or policies shall in no way relieve from liability nor limit the
liability of the Consultant, its principals, officers, agents, employees, persons under the
supervision of the Consultant..
VERIFICATION OF COVERAGE
The Consultant shall furnish the City with all certificate(s) and applicable
endorsements effecting coverage required hereunder. All certificates and applicable
endorsements are to be received and approved by the City's Risk Manager or
designee prior to the City's execution of the Agreement and before work commences.
All non-ISO endorsements amending policy coverage shall be executed by a licensed
and authorized agent or broker. Upon request of the City, the Consultant shall
immediately furnish City with a complete copy of any insurance policy required under
this Agreement, including all endorsements, with said copy certified by the underwriter
to be a true and correct copy of the original policy. This requirement shall survive
expiration or termination of this Agreement.
Page 4 of 4
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Exhibit B Page 4 of 4
EXHIBIT C
DISCLOSURE OF CONFLICT OF INTEREST
As-Needed Plan Checking, Back-Checking, and Inspection Services
YES* NO
1 Are you currently in litigation with the City of Fresno or any of ❑ 0
its agents?
2 Do you represent any firm, organization, or person who is in ❑
litigation with the City of Fresno?
3 Do you currently represent or perform work for any clients ❑ it
who do business with the City of Fresno?
4 1 Are you or any of your principals, managers, or professionals,
owners or investors in a business which does business with 0 ❑
the City of Fresno, or in a business which is in litigation with
the City of Fresno?
5 Are you or any of your principals, managers, or professionals,
related by blood or marriage to any City of Fresno employee ❑ [�
who has any significant role in the subject matter of this
service?
6 Do you or any of your subcontractors have, or expect to have,
any interest, direct or indirect, in any other contract in
connection with this Project?
* If the answer to any question is yes, please explain in full below.
Explanation:
None of the principals, professionals, or managers Signature
from Willdan do business with the City of Fresno.
However, as a publicly traded company, 11/16/2 019
it is impossible to say with certainty _ Date
whether any of our investors may fit this Daniel Chow
criterion. None is known to exist at this time.
(Name)
Willdan Engineering
(Company)
2401 E.Katella Ave . , Suite 300
(Address)
O Additional page(s) attached. Anaheim CA 92806
(City, State Zip)
Exhibit C Page 1 of 1
EXHIBIT D:
Table-1: Plan Review Timelines
Plan Review Turnaround Schedule
Expedited plan review can be provided at the City's request. Average turnaround times are delineated
below but can be adjusted when necessary. All plan review staff will be available to meet the City's
required timelines.
SUBSEQUENT
PLAN CHECKS
Single-family/residential solar/standard sign f 1—3 working days 1 working day
Residential additions/tenant
improvements/miscellaneous 7 working days 5 working days
structures/addendums
New residential/new commercial/hotels and
motels/new.retail/parking garages/change of 15 working days 8 working days
occupancy
Complex industrial/multi-story/health care 15 working days 8 working days
facilities
EXHIBIT E:
Table-2: Hourly Rates/Cost
All plan review will be provided for time and material all-inclusive hourly rates as show below:
Title Hourly Rate
Plan Check Engineer $130
Plan Check Architect $130
ICC Certified Plans Examiner $120
COMPRFHENSIVF.
INNOVATIVE.
TRUSTED. 110
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