Arroyo Grande City Council
July 28, 2026

coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required coverage, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.

3.3.11.8 Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and authorized to transact business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.

3.3.11.9 Enforcement of Agreement Provisions (non estoppel). Consultant acknowledges and agrees that actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligation on the City nor does it waive any rights hereunder.

3.3.11.10 Requirements Not Limiting. Requirement of specific coverage or minimum limits contained in this Section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance.

3.3.11.11 Additional Insurance Provisions
(A) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.
(B) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
(C) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (D) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.
(E) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability.

Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.

(F) Consultant shall report to the City, in addition to Consultant’s insurer, any and all insurance claims submitted by Consultant in connection with the Services under this Agreement.

3.3.11.12 Insurance for Subconsultants. Consultant shall include all subconsultants engaged in any work for Consultant relating to this Agreement as additional insureds under the Consultant's policies, or the Consultant shall be responsible for causing subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City, its officials, officers, employees, agents, and volunteers as additional insureds to the subconsultant's policies. All policies of Commercial General Liability insurance provided by Consultant’s subconsultants performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endorsement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. Consultant shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant’s compliance with all insurance requirements under this Agreement, to the extent applicable. The Consultant shall provide satisfactory evidence of compliance with this section upon request of the City.

3.4 Labor Code Requirements.

3.4.1 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. It is the intent of the parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and 1815 of the Labor Code within this Agreement, and Consultant shall therefore comply with such Labor Code sections to the fullest extent required by law. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

3.4.2 Registration/DIR Compliance. If the Services are being performed on a public works project of over $25,000 when the project is for construction, alteration, demolition, installation, or repair work, or a public works project of over $15,000 when the project is for maintenance work, in addition to the foregoing, then pursuant to Labor Code sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations (“DIR”). Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants.

3.4.3 Compliance Monitoring. This Project may also be subject to compliance monitoring and enforcement by the DIR. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements, including the submission of payroll records directly to the DIR. Any stop orders issued by the DIR against Consultant or any

subconsultant that affect Consultant’s performance of services, including any delay, shall be Consultant’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the DIR against Consultant or any subconsultant.

3.4.4 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

3.5 Termination of Agreement.

3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those Services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. The rights and remedies of the City provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law, equity or under this Agreement.

3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request.

3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

3.6 Indemnification.

3.6.1 To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s Services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses except such loss or damage caused by the sole negligence or willful misconduct of the City. Consultant's obligation to indemnify shall survive expiration or termination of this Agreement and shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.

3.6.2 If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.

3.7 General Provisions.

3.7.1 Accounting Records. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.

3.7.2 Independent Contractors and Subcontracting.

3.7.2.1 Use of Consultants. Consultant is aware of statutory and case law regarding classification of workers as independent contractors, including California Labor Code Section 2750.3 and Dynamex Operations West, Inc. v. Superior Court, 4 Cal. 5th 903 (2018). To ensure that Consultant is in compliance with the California Labor Code, Consultant shall only utilize its employees to provide the Services. Consultant may not provide the services through any independent contractor, subcontractor or subconsultant (“Subcontractor(s)”) unless approved by the City as set forth in Section 3.7.2.2 below. Consultant represents and warrants that all personnel who perform the Services on Consultant’s behalf are Consultant’s employees, and that Consultant complies with all applicable laws, rules and regulations governing its employees, including, but not limited to, the California Labor Code, Unemployment Insurance Code and all applicable Industrial Welfare Commission Wage Orders.

3.7.2.2 Prior Approval Required. Consultant shall not use any Subcontractor to provide the Services, or any portion of the work required by this Agreement, without prior written approval of City. In the event that City authorizes Consultant to use a Subcontractor, Consultant shall enter into a written agreement with the Subcontractor, which must include all provisions of the Agreement, including a restriction on the Subcontractor’s use of further independent contractors, subcontractors or subconsultants without the City’s prior written consent.

3.7.3 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:

Consultant: [***INSERT BUSINESS NAME***]
[***INSERT STREET ADDRESS***]
[***INSERT CITY STATE ZIP***]
ATTN: [***INSERT NAME AND TITLE***]
City: City of Arroyo Grande

300 E. Branch Street
Arroyo Grande, CA 93420
ATTN: [***INSERT NAME AND TITLE***]
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.7.4 Ownership of Materials and Confidentiality.

3.7.4.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). All Documents & Data shall be and remain the property of City, and shall not be used in whole or in substantial part by Consultant on other projects without the City’s express written permission. Within thirty (30) days following the completion, suspension, abandonment or termination of this Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a form and amount required by City. City reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail to provide to City any such documents pending resolution of the dispute. In addition, Consultant shall retain copies of all Documents & Data on file for a minimum of fifteen (15) years following completion of the Project, and shall make copies available to City upon the payment of actual reasonable duplication costs. Before destroying the Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents.

3.7.4.2 Subconsultants. Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or its subconsultants, or those provided to Consultant by the City.

3.7.4.3 Right to Use. City shall not be limited in any way in its use or reuse of the Documents and Data or any part of them at any time for purposes of this Project or another project, provided that any such use not within the purposes intended by this Agreement or on a project other than this Project without employing the services of Consultant shall be at City’s sole risk. If City uses or reuses the Documents & Data on any project other than this Project, it shall remove the Consultant’s seal from the Documents & Data and indemnify and hold harmless Consultant and its officers, directors, agents and employees from claims arising out of the negligent use or re-use of the Documents & Data on such other project. Consultant shall be responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only

with respect to the condition of the Documents & Data at the time they are provided to the City upon completion, suspension, abandonment or termination. Consultant shall not be responsible or liable for any revisions to the Documents & Data made by any party other than Consultant, a party for whom the Consultant is legally responsible or liable, or anyone approved by the Consultant.

3.7.4.4 Indemnification. Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by City of the Documents & Data, including any method, process, product, or concept specified or depicted.

3.7.4.5 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.

3.7.5 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

3.7.6 Entire Agreement. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements.

3.7.7 Attorneys’ Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorneys’ fees and all costs of such action.

3.7.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in San Luis Obispo County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Consultant must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City.

3.7.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.7.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.

3.7.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.

3.7.12 Assignment or Transfer. Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination.

Consultant shall not subcontract any portion of the Services required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.

3.7.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

3.7.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.7.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.

3.7.16 No Third-Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.7.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.7.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City’s Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this

Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

3.7.19 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

3.7.20 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

3.7.21 Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification obligations, shall survive any such expiration or termination.

3.8 Federal Provisions. [***INCLUDE THIS SECTION ONLY IF APPLICABLE; DELETE OTHERWISE AND DELETE ASSOCIATED EXHIBIT. YOU MAY ALSO NEED TO INCLUDE SOME INFORMATION IN THE RFP DUE TO FEDERAL FUNDING GUIDELINES. CONSULT LEGAL COUNSEL IF NECESSARY***]When funding for the services is provided, in whole or in part, by an agency of the federal government, Consultant shall also fully and adequately comply with the provisions included in Exhibit “A-1” (Federal Requirements) attached hereto and incorporated herein by reference (“Federal Requirements”). With respect to any conflict between such Federal Requirements and the terms of this Agreement and/or the provisions of state law, the more stringent requirement shall control.
[SIGNATURES ON NEXT PAGE]

SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF ARROYO GRANDE AND
[***INSERT NAME***]
IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on the day and year first above written.

CITY OF ARROYO GRANDE [INSERT NAME OF CONSULTANT]
[If Corporation, TWO SIGNATURES,
President OR Vice President AND Secretary
OR Treasurer REQUIRED]
By:

Its:

Printed Name:

By:

Its:

Printed Name:

Approved By:

[INSERT NAME]
[INSERT TITLE (City Manager or Mayor)]
Approved as to Form:
_____________________________________
Best Best & Krieger LLP
Isaac Rosen, City Attorney
Attested By:

Jessica Matson, City Clerk

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EXHIBIT "A"

SCOPE OF SERVICES
[***INSERT SCOPE***]

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EXHIBIT "A-I"

FEDERAL CONTRACT PROVISIONS
[***INCLUDE THIS EXHIBIT (AND CORRESPONDING AGREEMENT PROVISION) ONLY IF APPLICABLE; DELETE OTHERWISE. IF APPLICABLE, YOU MAY ALSO NEED TO INCLUDE SOME INFORMATION IN THE RFP. CONSULT THE CITY ATTORNEY IF NECESSARY***]

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EXHIBIT "B"

SCHEDULE OF SERVICES
[***INSERT SCHEDULE***]

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EXHIBIT "C"

COMPENSATION
[***INSERT RATES & AUTHORIZED REIMBURSABLE EXPENSES***]

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PROFESSIONAL CONSULTANT SERVICES AGREEMENT
FOR [PROJECT NAME]

BETWEEN THE CITY OF GROVER BEACH, CALIFORNIA
AND [THE CONSULTANT]
d,/S 'Z

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Ed is maĚe anĚ entereĚ into effectiǀe tŚe ΀Y΁ ĚaLJ of ΀DKEd,΁͕ Ϯ0΀YZ΁ ;͞ ffectiǀe
ate͟Ϳ͕ bLJ anĚ betǁeen tŚe /dY KF 'ZKs
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,͕ a alifornia municipal corporation ;Śereinafter
referreĚ to as ΗCITYΗͿ͕ anĚ ΀ED
ͬKDPEY΁͕ a ΀sole proprietorsŚip͕ partnersŚip͕ limiteĚ liabilitLJ partnersŚip͕ corporation΁͕ ;Śereinafter referreĚ to as ΗCONSULTANTΗͿ͘ CITY anĚ CONSULTANT are referreĚ to Śerein sinŐularlLJ as a ͞PartLJ͟ anĚ collectiǀelLJ as ͞Parties͘͟

RECITALS
t,
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S͕ CITY Ěesires to obtain professional serǀices for tŚe [ED ͬ
SZ/Pd/KE KF PZKJ
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;Śereinafter referreĚ to as tŚe ͞PROJECT͟Ϳ͕ more specificallLJ iĚentifieĚ in tŚe Proposal͕ Scope of torŬ anĚ Fee ScŚeĚule͕ ũointlLJ attacŚeĚ as ͞Exhibit A͟ to tŚis Őreement͕ anĚ incorporateĚ Śerein bLJ reference͖ anĚ
t,
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S͕ CONSULTANT is enŐaŐeĚ in tŚe business of [dYP
KF BhS/E
SS΁ anĚ ŚerebLJ represents
tŚat it Ěesires to anĚ is professionallLJ anĚ leŐallLJ capable of performinŐ tŚe serǀices calleĚ for bLJ tŚis Őreement͖ anĚ
t,
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S͕ tŚis Őreement sets fortŚ tŚe terms anĚ conĚitions unĚer ǁŚicŚ CONSULTANT sŚall proǀiĚe professional serǀices͕ to be paiĚ bLJ tŚe City͖ anĚ t,
Z
S͕ tŚis Őreement ǁill be aĚministereĚ for CITY bLJ tŚe irector of [ PZdD
Ed΁͕
;Śereinafter referreĚ to as “DIRECTOR”) or ŚisͬŚer ĚesiŐnee͘

AGREEMENT
EKt͕ d,
Z
FKZ
͕ in consiĚeration of tŚe foreŐoinŐ anĚ of tŚe coǀenants͕ conĚitions͕ promises anĚ aŐreements Śerein containeĚ to be Ŭept anĚ performeĚ bLJ tŚe respectiǀe Parties͕ it is mutuallLJ aŐreeĚ as folloǁs:

ARTICLE I. SCOPE OF SERVICES
CONSULTANT sŚall complete saiĚ PROJECT ĚescribeĚ Śerein͕ anĚ more fullLJ ĚescribeĚ in Exhibit A͕ ĚiliŐentlLJ͖ to tŚe best of tŚeir talents͕ sŬills͕ anĚ edžpertise͖ anĚ in accorĚance ǁitŚ local͕ State anĚ FeĚeral laǁs͘ dŚis sŚall incluĚe all ǁorŬ inciĚental to͕ or necessarLJ to perform͕ sucŚ serǀices eǀen tŚouŐŚ not specificallLJ ĚescribeĚ in Exhibit A͘
ARTICLE II. COMPENSATION AND PAYMENT
͘ CONSULTANT’S sole compensation for satisfactorLJ performance of all serǀices reƋuireĚ or renĚereĚ pursuant to tŚis Őreement sŚall be in an amount not to edžceeĚ [ollar amount ǁritten out΁ Ψ[dždždž͕dždždž͘dždž΁͘ nLJ annual moĚification to tŚe fee structure as ĚefineĚ in Exhibit A͕ sŚall be subũect to tŚis not-to-edžceeĚ amount of [ollar amount ǁritten out΁ ;Ψdždždž͕dždždž͘dždžͿ unless mutuallLJ aŐreeĚ upon anĚ amenĚeĚ bLJ botŚ Parties in a ǁritten amenĚment to tŚis Őreement͘ CONSULTANT is not entitleĚ to͕ nor ǁill CONSULTANT receive anLJ aĚĚitional consiĚeration͕ compensation͕ or otŚer remuneration͘

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B͘ CONSULTANT sŚall invoice CITY on a montŚlLJ basis͕ via ĚetaileĚ statement͕ ǁŚicŚ ǁill be processeĚ anĚ paLJable in tŚe normal course of CITY business͕ tLJpicallLJ ǁitŚin tŚirtLJ ;ϯ0Ϳ ĚaLJs of receipt of an invoice unless otŚerǁise iĚentifieĚ in tŚis Őreement͘ dŚe CITY aŐrees to paLJ CONSULTANT in accorĚance ǁitŚ tŚe paLJment rates anĚ terms anĚ tŚe scŚeĚule of paLJment as set fortŚ in džŚibit ͕
attacŚeĚ Śereto anĚ incorporateĚ Śerein bLJ tŚis reference as tŚouŐŚ set fortŚ in full͕ baseĚ upon actual time spent on tŚe tasŬs above͘ CONSULTANT sŚall support its costs bLJ properlLJ edžecuteĚ paLJrolls͕ time recorĚs͕ attenĚance recorĚs͕ billinŐ statements͕ contracts͕ ĚetaileĚ leĚŐers͕ voucŚers͕ orĚers͕ or anLJ otŚer Ěocuments pertaininŐ in ǁŚole or in part to tŚis Őreement͘ ͘ dŚe Parties maLJ moĚifLJ tŚis Őreement to increase or Ěecrease tŚe scope of services or proviĚe for tŚe renĚition of services not reƋuireĚ bLJ tŚis Őreement͕ ǁŚicŚ moĚification sŚall incluĚe an aĚũustment to CONSULTANT’S compensation͘ nLJ cŚanŐe in tŚe scope of services must be maĚe bLJ ǁritten ontract menĚment to tŚe Őreement siŐneĚ bLJ an autŚorinjeĚ representative for eacŚ PartLJ͘ CONSULTANT sŚall not be entitleĚ to anLJ aĚĚitional compensation if services are performeĚ prior to a siŐneĚ ǁritten ontract menĚment͘
͘ t anLJ time prior to issuance of final paLJment͕ tŚe CITY maLJ conĚuct a cost auĚit of CONSULTANT’S invoicesͬstatements͘ nLJ paLJment maLJ be reĚuceĚ bLJ amounts founĚ bLJ CITY not to constitute alloǁable costs anĚͬor aĚũusteĚ for prior overpaLJments or unĚerpaLJments͘ hpon CONSULTANT’S compliance ǁitŚ all terms of tŚis Őreement͕ CITY sŚall promptlLJ paLJ anLJ balance of alloǁable costs͘ ARTICLE III. TERMINATION, REMEDIES, FORCE MAJEURE AND CONSOLIDATION OF DISPUTES ͘ dŚis Őreement commences on tŚe
ffective ate anĚ sŚall remain anĚ continue in effect until all tasŬs ĚescribeĚ Śerein are completeĚ͕ but in no event later tŚan [/ES Zd d
΁ ;͞derm͟Ϳ͕ unless
otŚerǁise terminateĚ sooner in accorĚance ǁitŚ tŚe provisions of tŚis Őreement͘ B͘ dŚis Őreement sŚall terminate ǁitŚout anLJ liabilitLJ of CITY to CONSULTANT upon tŚe earlier of:
;iͿ CONSULTANT’S filinŐ for protection unĚer tŚe feĚeral banŬruptcLJ laǁs͕ or anLJ banŬruptcLJ petition or petition for receiver commenceĚ bLJ a tŚirĚ partLJ aŐainst CONSULTANT͖ ;iiͿ Seven ;ϳͿ calenĚar ĚaLJs ǁritten notice͕ ǁitŚ or ǁitŚout cause͕ bLJ eitŚer tŚe CITY or CONSULTANT͖ or
;iiiͿ
džpiration of tŚis Őreement͘
͘ hpon anLJ termination or edžpiration of tŚis Őreement͕ CONSULTANT sŚall ;iͿ /mmeĚiatelLJ stop all ǁorŬ ŚereunĚer͖
;iiͿ /mmeĚiatelLJ cause anLJ anĚ all of its subcontractors to cease ǁorŬ͖ anĚ ;iiiͿ Zeturn to CITY anLJ anĚ all unearneĚ paLJments anĚ all properties anĚ materials in tŚe possession of CONSULTANT tŚat are oǁneĚ bLJ CITY͘ Subũect to tŚe terms of tŚis Őreement͕ CONSULTANT sŚall be paiĚ compensation for services satisfactorilLJ performeĚ prior to tŚe effective Ěate of termination͘ CONSULTANT sŚall not be paiĚ for anLJ ǁorŬ or services performeĚ or costs incurreĚ ǁŚicŚ reasonablLJ coulĚ Śave been avoiĚeĚ͘ ͘ /n tŚe event of termination Ěue to failure of CONSULTANT to satisfactorilLJ perform in accorĚance ǁitŚ tŚe terms of tŚis Őreement͕ CITY maLJ ǁitŚŚolĚ an amount tŚat ǁoulĚ otŚerǁise be paLJable as an offset to͕ but not in edžcess of͕ CITY’S ĚamaŐes causeĚ bLJ sucŚ failure͘ /n no event sŚall anLJ paLJment bLJ CITY pursuant to tŚis Őreement constitute a ǁaiver bLJ CITY of anLJ breacŚ of tŚis Őreement ǁŚicŚ maLJ tŚen edžist on tŚe part of CONSULTANT͕ nor sŚall sucŚ paLJment impair or preũuĚice anLJ remeĚLJ available to CITY ǁitŚ respect to tŚe breacŚ͘

Proposal for Professional Services: Staī
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͘ hpon anLJ breacŚ of tŚis Őreement bLJ CONSULTANT, CITY maLJ:
;iͿ
džercise anLJ riŐŚt͕ remeĚLJ ;in contract͕ laǁ or eƋuitLJͿ͕ or privileŐe ǁŚicŚ maLJ be available to it unĚer applicable laǁs of tŚe State of alifornia or anLJ otŚer applicable laǁ͖ ;iiͿ ProceeĚ bLJ appropriate court action to enforce tŚe terms of tŚe Őreement͖ anĚͬor ;iiiͿ Zecover all Ěirect͕ inĚirect͕ conseƋuential͕ economic anĚ inciĚental ĚamaŐes for tŚe breacŚ of tŚe Őreement͘ /f it is ĚetermineĚ tŚat CITY improperlLJ terminateĚ tŚis Őreement for Ěefault͕ sucŚ termination sŚall be ĚeemeĚ a termination for convenience͘ F͘ CONSULTANT sŚall proviĚe CITY ǁitŚ aĚeƋuate ǁritten assurances of future performance͕ upon tŚe reƋuest of tŚe irector or ŚisͬŚer ĚesiŐnee͕ in tŚe event CONSULTANT fails to complLJ ǁitŚ anLJ terms or conĚitions of tŚis Őreement͘
'͘ CONSULTANT sŚall be liable for Ěefault unless nonperformance is causeĚ bLJ an occurrence beLJonĚ tŚe reasonable control of CONSULTANT anĚ ǁitŚout its fault or neŐliŐence sucŚ as͕ acts of 'oĚ or tŚe public enemLJ͕ acts of /dY in its contractual capacitLJ͕ fires͕ flooĚs͕ epiĚemics͕ Ƌuarantine restrictions͕ striŬes͕ unusuallLJ severe ǁeatŚer͕ anĚ ĚelaLJs of common carriers͘ CONSULTANT sŚall notifLJ tŚe irector or ŚisͬŚer ĚesiŐnee in ǁritinŐ as soon as it is reasonablLJ possible after tŚe commencement of anLJ edžcusable ĚelaLJ͕ settinŐ fortŚ tŚe full particulars in connection tŚereǁitŚ͕ anĚ sŚall remeĚLJ sucŚ occurrence ǁitŚ all reasonable ĚispatcŚ͕ anĚ sŚall promptlLJ Őive ǁritten notice to tŚe irector or ŚisͬŚer ĚesiŐnee of tŚe cessation of sucŚ occurrence͘ ,͘ CONSULTANT aŐrees tŚat͕ notǁitŚstanĚinŐ anLJ contrarLJ provision in tŚis Őreement͕ anLJ Ěispute arisinŐ from or relatinŐ to tŚis Őreement ;incluĚinŐ͕ ǁitŚout limitation͕ Ěisputes baseĚ on contract͕ tort͕ eƋuitLJ or statuteͿ maLJ͕ at CITY’S option͕ be ũoineĚ anĚ consoliĚateĚ ǁitŚ anLJ otŚer Ěispute or Ěisputes arisinŐ from or relatinŐ to tŚe PROJECT so tŚat all Ěisputes arisinŐ from or relatinŐ to tŚe PROJECT maLJ be resolveĚ in a sinŐle proceeĚinŐ͘ CONSULTANT ŚerebLJ specificallLJ ǁaives anLJ obũection it maLJ otŚerǁise Śave to sucŚ ũoinĚer anĚ consoliĚation anĚ specificallLJ consents to meĚiation͕ arbitration or anLJ otŚer Ěispute resolution mecŚanism͕ forum or proceeĚinŐ necessarLJ to effectuate tŚe ũoinĚer anĚ consoliĚation contemplateĚ bLJ tŚis provision͘ ARTICLE IV. CONFIDENTIAL INFORMATION, OWNERSHIP OF DOCUMENTS AND COPYRIGHT LICENSE ͘ ll CITY information ĚiscloseĚ to CONSULTANT ĚurinŐ tŚe course of performance of services unĚer tŚis Őreement sŚall be treateĚ as confiĚential anĚ sŚall not be ĚiscloseĚ to anLJ otŚer persons or parties edžcept as autŚorinjeĚ bLJ CITY͕ or reƋuireĚ bLJ laǁ͘ hpon termination of tŚis Őreement͕ CONSULTANT sŚall turn over to CITY all recorĚs relateĚ to tŚe Services proviĚeĚ to tŚis Őreement͘ B͘ CONSULTANT aŐrees to Ŭeep confiĚential tŚe Services performeĚ unĚer tŚis Őreement͘ CONSULTANT aŐrees not to post on social meĚia͕ tŚe internet͕ or otŚerǁise publisŚ tŚe Services performeĚ unĚer tŚis Őreement ǁitŚout edžpress ǁritten consent bLJ tŚe CITY͘

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͘ nLJ reports͕ information͕ or otŚer Ěata prepareĚ or assembleĚ bLJ CONSULTANT pursuant to tŚis Őreement sŚall not be maĚe available to anLJ inĚiviĚual or orŐaninjation bLJ CONSULTANT ǁitŚout tŚe prior ǁritten approval of CITY͘ urinŐ tŚe derm of tŚis Őreement͕ anĚ tŚereafter͕ CONSULTANT sŚall not͕ ǁitŚout tŚe prior ǁritten consent of CITY͕ Ěisclose to anLJone anLJ onfiĚential /nformation͘ dŚe term onfiĚential /nformation for tŚe purposes of tŚis Őreement sŚall incluĚe all proprietarLJ anĚ confiĚential information of CITY͕ incluĚinŐ but not limiteĚ to business plans͕ marŬetinŐ plans͕ financial information͕ ĚesiŐns͕ ĚraǁinŐs͕ specifications͕ materials͕ compilations͕ Ěocuments͕ instruments͕ moĚels͕ source or obũect coĚes anĚ otŚer information ĚevelopeĚ pursuant to tŚis Őreement͕ ĚiscloseĚ or submitteĚ͕ orallLJ͕ in ǁritinŐ͕ or bLJ anLJ otŚer meĚium or meĚia͕ ;otŚerǁise referreĚ to as “ǁorŬ͟Ϳ͘ ll onfiĚential /nformation sŚall be anĚ remain confiĚential anĚ proprietarLJ in CITY͘ ͘ CONSULTANT sŚall not reproĚuce ;sucŚ as pŚotoŐrapŚs anĚ printsͿ͕ Ěuplicate͕ Ěistribute reproĚuctions͕ or incorporate into anLJ traĚemarŬ or service marŬ͕ tŚe ǁorŬ ǁitŚout tŚe prior ǁritten consent of CITY͘ nLJ riŐŚts of tŚe CONSULTANT in tŚe ǁorŬ terminate upon tŚe ĚeatŚ of sucŚ CONSULTANT anĚ Ěo not edžtenĚ to sucŚ CONSULTANT’S Śeirs͕ successors or assiŐns͘

͘ ditle to tŚe ǁorŬ sŚall pass to CITY upon final acceptance bLJ CITY͘ CITY reserves tŚe riŐŚt to Ěonate͕ transfer or sell tŚe ǁorŬ or anLJ portion tŚereof͘ CITY sŚall Śave tŚe edžclusive riŐŚt to publiclLJ ĚisplaLJ tŚe ǁorŬ anĚ sŚall Śave a license to reproĚuce ;sucŚ as pŚotoŐrapŚs anĚ printsͿ or create tŚree-Ěimensional reproĚuctions of tŚe ǁorŬ for anLJ noncommercial purpose ;incluĚinŐ͕ but not limiteĚ to͕ booŬs͕ sliĚes͕ postcarĚs͕ film͕ /nternet sites͕ reproĚuctions for aĚvertisinŐ͕ anĚ otŚer meĚiaͿ͘ Prior to public ĚisplaLJ͕ tŚe CITY sŚall consiĚer tŚe sensitive nature anĚ potential securitLJ risŬ of releasinŐ tŚe information to tŚe Őeneral public͘ SucŚ reproĚuctions sŚall contain if leŐallLJ necessarLJ a copLJriŐŚt notice͘ ZeproĚuctions for commercial purposes are onlLJ to be maĚe ǁitŚ tŚe mutual ǁritten consent of CONSULTANT anĚ CITY͘ ll references anĚ reproĚuctions or aĚaptations of tŚe ǁorŬ ǁill creĚit tŚe ǁorŬ to tŚe CONSULTANT unless CONSULTANT reƋuests to tŚe contrarLJ͘ CITY reserves tŚe riŐŚt to moĚifLJ͕ remove anĚͬor relocate tŚe ǁorŬ at anLJ time͕ anĚ after consultation ǁitŚ CONSULTANT͕ sŚall Śave tŚe riŐŚt to Ěetermine ǁŚen anĚ if moĚifications͕ repairs anĚͬor restorations are neeĚeĚ͘ /f itLJ maŬes moĚifications͕ repairs or restoration not approveĚ bLJ tŚe CONSULTANT͕ tŚe CONSULTANT sŚall Śave tŚe riŐŚt to sever its association ǁitŚ tŚe ǁorŬ͘ CONSULTANT aŐrees to Őive CITY ǁritten notice prior to assertinŐ anLJ claim pertaininŐ to tŚe ǁorŬ͕ anĚ CITY sŚall Śave not less tŚan ϵ0 ĚaLJs from tŚe Ěate of receipt of claim to cure anLJ sucŚ claim͘ CITY maLJ incorporate tŚe ǁorŬ into anLJ traĚemarŬ or service marŬ to be utilinjeĚ bLJ CITY to reŐister tŚe same in accorĚance ǁitŚ FeĚeral͕ state or local laǁ͘ F͘ /f CONSULTANT sŚoulĚ subcontract all or anLJ portion of tŚe services to be performeĚ unĚer tŚis Őreement͕ CONSULTANT sŚall cause eacŚ subcontractor to also complLJ ǁitŚ tŚe reƋuirements of tŚis rticle ;/sͿ͘
dŚis rticle ;/sͿ sŚall survive edžpiration or termination of tŚis Őreement͘ ARTICLE V. PROFESSIONAL SKILL
/t is furtŚer mutuallLJ unĚerstooĚ anĚ aŐreeĚ bLJ anĚ betǁeen tŚe Parties Śereto tŚat inasmucŚ as CONSULTANT represents to CITY tŚat CONSULTANT anĚ its subcontractors͕ if anLJ͕ are sŬilleĚ in tŚe profession anĚ sŚall perform in accorĚance ǁitŚ tŚe stanĚarĚs of saiĚ profession necessarLJ to perform tŚe services aŐreeĚ to be Ěone bLJ it unĚer tŚis Őreement͕ CITY relies upon tŚe sŬill of CONSULTANT anĚ anLJ subcontractors to Ěo anĚ perform sucŚ services in a sŬillful manner anĚ CONSULTANT aŐrees to tŚus perform tŚe services anĚ reƋuire tŚe same of anLJ subcontractors͘ dŚerefore͕ anLJ acceptance of sucŚ

Proposal for Professional Services: Staī
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services bLJ CITY sŚall not operate as a release of CONSULTANT or anLJ subcontractors from saiĚ professional stanĚarĚs͘
ARTICLE VI. INDEMNIFICATION AND DEFENSE
͘ Indemnification and Defense for Professional Services: do tŚe fullest edžtent permitteĚ bLJ laǁ͕ CONSULTANT sŚall inĚemnifLJ͕ ĚefenĚ anĚ ŚolĚ Śarmless CITY anĚ anLJ anĚ all of its officers͕ officials͕ emploLJees͕ aŐents anĚ volunteers ;“/nĚemnifieĚ Parties͟Ϳ from anĚ aŐainst anLJ anĚ all claims͕ losses͕ liabilities͕ ĚamaŐes͕ costs anĚ edžpenses͕ incluĚinŐ leŐal counsel͛s fees anĚ costs͕ to tŚe edžtent tŚeLJ arise out of͕ pertain to͕ or relate to tŚe neŐliŐence͕ recŬlessness͕ or ǁillful misconĚuct of tŚe CONSULTANT͘ CONSULTANT’S ĚutLJ to ĚefenĚ sŚall consist of reimbursement of Ěefense costs incurreĚ bLJ CITY in Ěirect proportion to tŚe CONSULTANT’S proportionate percentaŐe of fault͘ CONSULTANT’S percentaŐe of fault sŚall be ĚetermineĚ͕ as applicable͕ bLJ a court of laǁ͕ ũurLJ or arbitrator͘ /n tŚe event anLJ loss͕ liabilitLJ or ĚamaŐe is incurreĚ bLJ ǁaLJ of settlement or resolution ǁitŚout a court͕ ũurLJ or arbitrator ŚavinŐ maĚe a Ěetermination of tŚe CONSULTANT’S percentaŐe of fault͕ tŚe Parties aŐree to meĚiation ǁitŚ a tŚirĚ partLJ neutral to Ěetermine tŚe CONSULTANT’S proportionate percentaŐe of fault for purposes of ĚetermininŐ tŚe amount of inĚemnitLJ anĚ Ěefense cost reimbursement oǁeĚ to tŚe CITY͘
B͘ For All Other Liabilities: EotǁitŚstanĚinŐ tŚe foreŐoinŐ anĚ ǁitŚout ĚiminisŚinŐ anLJ riŐŚts of CITY unĚer tŚis rticle ;s/Ϳ͕ for anLJ liabilitLJ͕ claim͕ ĚemanĚ͕ alleŐation aŐainst CITY arisinŐ out of͕ relateĚ to͕ or pertaininŐ to anLJ act or omission of CONSULTANT͕ but ǁŚicŚ is not a ĚesiŐn professional service͕ CONSULTANT sŚall ĚefenĚ͕ inĚemnifLJ͕ anĚ ŚolĚ Śarmless CITY͕ its officials͕ emploLJees͕ anĚ aŐents ;“/nĚemnifieĚ Parties͟Ϳ from anĚ aŐainst anLJ anĚ all ĚamaŐes͕ costs͕ edžpenses ;incluĚinŐ reasonable attorneLJ fees anĚ edžpert ǁitness feesͿ͕ ũuĚŐments͕ settlements͕ anĚͬor arbitration aǁarĚs͕ ǁŚetŚer for personal or boĚilLJ inũurLJ͕ propertLJ ĚamaŐe͕ or economic inũurLJ͕ anĚ arisinŐ out of͕ relateĚ to͕ anLJ concurrent or contributorLJ neŐliŐence on tŚe part of tŚe CITY͕ edžcept for tŚe sole or active neŐliŐence of͕ or ǁillful misconĚuct of tŚe CITY͘ ͘ /f CONSULTANT sŚoulĚ subcontract all or anLJ portion of tŚe services to be performeĚ unĚer tŚis Őreement͕ CONSULTANT sŚall reƋuire eacŚ subcontractor to inĚemnifLJ͕ ŚolĚ Śarmless anĚ ĚefenĚ CITY anĚ eacŚ of its officers͕ officials͕ emploLJees͕ aŐents anĚ volunteers in accorĚance ǁitŚ tŚe terms of tŚe preceĚinŐ paraŐrapŚ͘
dŚis rticle ;s/Ϳ sŚall survive termination or edžpiration of tŚis Őreement͘ ARTICLE VII. INSURANCE
͘ dŚrouŐŚout tŚe life of tŚis Őreement͕ CONSULTANT sŚall paLJ for anĚ maintain in full force anĚ effect all insurance as reƋuireĚ in Exhibit B͕ attacŚeĚ anĚ incorporateĚ into anĚ part of tŚis Őreement bLJ reference͕ ǁitŚ an insurance companLJ;iesͿ eitŚer:
;iͿ ĚmitteĚ bLJ tŚe alifornia /nsurance ommissioner to Ěo business in tŚe State of alifornia anĚ rateĚ no less tŚan “-s//͟ in tŚe Best͛s /nsurance ZatinŐ 'uiĚe͖ or ;iiͿ s maLJ be autŚorinjeĚ in ǁritinŐ bLJ CITY'S Ěministrative Services irector͕ or ŚisͬŚer successor͕ or ŚisͬŚer ĚesiŐnee at anLJ time anĚ in ŚisͬŚer sole Ěiscretion͘ dŚe reƋuireĚ policies of insurance as stateĚ in Exhibit B sŚall maintain limits of liabilitLJ of not less tŚan tŚose amounts stateĚ tŚerein͘
B͘ /f at anLJ time ĚurinŐ tŚe life of tŚe Őreement or anLJ edžtension͕ CONSULTANT or anLJ of its subcontractorsͬsub-consultants fail to maintain anLJ reƋuireĚ insurance in full force anĚ effect͕ all services anĚ ǁorŬ unĚer tŚis Őreement sŚall be ĚiscontinueĚ immeĚiatelLJ͕ anĚ all paLJments Ěue or

Proposal for Professional Services: Staī
džtension Services for tŚe ED d'
tŚat become Ěue to CONSULTANT sŚall be ǁitŚŚelĚ until notice is receiveĚ bLJ CITY tŚat tŚe reƋuireĚ insurance Śas been restoreĚ to full force anĚ effect anĚ tŚat tŚe premiums tŚerefore Śave been paiĚ for a perioĚ satisfactorLJ to CITY͘ nLJ failure to maintain tŚe reƋuireĚ insurance sŚall be sufficient cause for CITY to terminate tŚis Őreement͘ Eo action taŬen bLJ CITY pursuant to tŚis rticle ;s//Ϳ sŚall in anLJ ǁaLJ relieve CONSULTANT of its responsibilities unĚer tŚis Őreement͘ dŚe pŚrase “fail to maintain anLJ reƋuireĚ insurance͟ sŚall incluĚe͕ ǁitŚout limitation͕ notification receiveĚ bLJ CITY tŚat an insurer Śas commenceĚ proceeĚinŐs͕ or Śas ŚaĚ proceeĚinŐs commenceĚ aŐainst it͕ inĚicatinŐ tŚat tŚe insurer is insolvent͘
͘ dŚe fact tŚat insurance is obtaineĚ bLJ CONSULTANT sŚall not be ĚeemeĚ to release or ĚiminisŚ tŚe liabilitLJ of CONSULTANT͕ incluĚinŐ͕ ǁitŚout limitation͕ liabilitLJ unĚer tŚe inĚemnitLJ provisions of tŚis Őreement͘ dŚe ĚutLJ to inĚemnifLJ CITY sŚall applLJ to all claims anĚ liabilitLJ reŐarĚless of ǁŚetŚer anLJ insurance policies are applicable͘ dŚe policLJ limits Ěo not act as a limitation upon tŚe amount of inĚemnification to be proviĚeĚ bLJ CONSULTANT͘ pproval or purcŚase of anLJ insurance contracts or policies sŚall in no ǁaLJ relieve from liabilitLJ nor limit tŚe liabilitLJ of CONSULTANT͕ its principals͕ officers͕ aŐents͕ emploLJees͕ persons unĚer tŚe supervision of CONSULTANT͕ venĚors͕ suppliers͕ invitees͕ consultants͕ sub-consultants͕ subcontractors͕ or anLJone emploLJeĚ ĚirectlLJ or inĚirectlLJ bLJ anLJ of tŚem͘
͘ /f CONSULTANT sŚoulĚ subcontract all or anLJ portion of tŚe services to be performeĚ unĚer tŚis Őreement͕ CONSULTANT sŚall reƋuire eacŚ subcontractorͬsub-consultant to proviĚe insurance protection͕ as an aĚĚitional insureĚ͕ to tŚe CITY anĚ eacŚ of its officers͕ officials͕ emploLJees͕ aŐents anĚ volunteers in accorĚance ǁitŚ tŚe terms of tŚis section͕ edžcept tŚat anLJ reƋuireĚ certificates anĚ applicable enĚorsements sŚall be on file ǁitŚ CONSULTANT anĚ CITY prior to tŚe commencement of anLJ services bLJ tŚe subcontractor͘ CONSULTANT anĚ anLJ subcontractorͬsub-consultant sŚall establisŚ aĚĚitional insureĚ status for CITY͕ its officers͕ officials͕ emploLJees͕ aŐents anĚ volunteers͘

͘ ertificates of /nsurance anĚ properlLJ edžecuteĚ enĚorsements in a form acceptable to tŚe CITY eviĚencinŐ tŚe coveraŐe reƋuireĚ bLJ tŚe clauses set fortŚ above sŚall be fileĚ ǁitŚ tŚe CITY at tŚe time of edžecution of tŚis Őreement͘
acŚ sucŚ policLJ sŚall be enĚorseĚ ǁitŚ tŚe folloǁinŐ lanŐuaŐe͕ edžcept as otŚerǁise proviĚeĚ:
;iͿ dŚe City is nameĚ as aĚĚitional insureĚ for all liabilitLJ arisinŐ out of tŚe operations bLJ or on beŚalf of tŚe nameĚ insureĚ͕ anĚ tŚis policLJ protects tŚe aĚĚitional insureĚ͕ its officers͕ aŐents͕ anĚ emploLJees aŐainst liabilitLJ for personal anĚ boĚilLJ inũuries͕ ĚeatŚs or propertLJ ĚamaŐe or Ěestruction arisinŐ in anLJ respect͕ ĚirectlLJ or inĚirectlLJ͕ in tŚe performance of tŚe contract͘ ;For Public >iabilitLJ KnlLJͿ
;iiͿ dŚe insurance proviĚeĚ is primarLJ anĚ no otŚer insurance ŚelĚ or oǁneĚ bLJ tŚe CITY sŚall be calleĚ upon to contribute to a loss͘
;iiiͿ dŚe inclusion of more tŚan one insureĚ sŚall not operate to impair tŚe riŐŚts of one insureĚ aŐainst anotŚer insureĚ͕ anĚ tŚe coveraŐe afforĚeĚ sŚall applLJ as tŚouŐŚ separate policies ŚaĚ been issueĚ to eacŚ insureĚ͘
;ivͿ dŚe coveraŐe proviĚeĚ bLJ tŚis policLJ sŚall not be canceleĚ͕ non-reneǁeĚ͕ or substantiallLJ reĚuceĚ in amount or scope͕ ǁitŚout tŚirtLJ ;ϯ0Ϳ ĚaLJs prior ǁritten notice Őiven to CITY bLJ certifieĚ mail͘ ;vͿ ll riŐŚts of subroŐation are ŚerebLJ ǁaiveĚ aŐainst tŚe CITY͕ its officers͕ anĚ emploLJees ǁŚen actinŐ ǁitŚin tŚe scope of tŚeir appointment or emploLJment͘

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ARTICLE VIII. CONFLICT OF INTEREST AND NON-SOLICITATION ͘ Prior to CITY’S edžecution of tŚis Őreement͕ CONSULTANT sŚall complete a itLJ of 'rover BeacŚ onflict of /nterest isclosure Statement in tŚe form attacŚeĚ as Exhibit C͕ anĚ incorporateĚ Śerein bLJ reference͘ urinŐ tŚe derm of tŚis Őreement͕ CONSULTANT sŚall Śave tŚe obliŐation anĚ ĚutLJ to immeĚiatelLJ notifLJ CITY in ǁritinŐ of anLJ cŚanŐe to tŚe information proviĚeĚ bLJ CONSULTANT in sucŚ statement͘
B͘ CONSULTANT sŚall complLJ͕ anĚ reƋuire its subcontractors to complLJ͕ ǁitŚ all applicable ;iͿ Professional canons anĚ reƋuirements ŐoverninŐ avoiĚance of impermissible client conflicts͖ anĚ
;iiͿ FeĚeral͕ state anĚ local conflict of interest laǁs anĚ reŐulations incluĚinŐ͕ ǁitŚout limitation͕ alifornia 'overnment oĚe Section 10ϵ0 et͘ seƋ͕͘ tŚe alifornia Political Zeform ct ;alifornia 'overnment oĚe Section 8ϳ100 et͘ seƋ͘Ϳ͕ anĚ tŚe reŐulations of tŚe Fair Political Practices ommission concerninŐ Ěisclosure anĚ ĚisƋualification ;Ϯ alifornia oĚe of ZeŐulations Section 18ϳ00 et͘ seƋ͘Ϳ͘
t anLJ time͕ upon ǁritten reƋuest of CITY, CONSULTANT sŚall proviĚe a ǁritten opinion of its leŐal counsel anĚ tŚat of anLJ subcontractor tŚat͕ after a Ěue ĚiliŐent inƋuirLJ͕ CONSULTANT anĚ tŚe respective subcontractor;sͿ are in full compliance ǁitŚ all laǁs anĚ reŐulations͘ CONSULTANT sŚall taŬe͕ anĚ reƋuire its subcontractors to taŬe͕ reasonable steps to avoiĚ anLJ appearance of a conflict of interest͘ hpon ĚiscoverLJ of anLJ facts ŐivinŐ rise to tŚe appearance of a conflict of interest͕ CONSULTANT sŚall immeĚiatelLJ notifLJ CITY of tŚese facts in ǁritinŐ͘ ͘ /n performinŐ tŚe ǁorŬ or services to be proviĚeĚ ŚereunĚer͕ CONSULTANT sŚall not emploLJ or retain tŚe services of anLJ person ǁŚile sucŚ person eitŚer is emploLJeĚ bLJ CITY or is a member of anLJ CITY council͕ commission͕ boarĚ͕ committee͕ or similar CITY boĚLJ͘ dŚis reƋuirement maLJ be ǁaiveĚ in ǁritinŐ bLJ tŚe itLJ DanaŐer͕ if no actual or potential conflict is involveĚ͘ ͘ CONSULTANT represents anĚ ǁarrants tŚat it Śas not paiĚ or aŐreeĚ to paLJ anLJ compensation͕ continŐent or otŚerǁise͕ Ěirect or inĚirect͕ to solicit or procure tŚis Őreement or anLJ riŐŚtsͬbenefits ŚereunĚer͘

͘ EeitŚer CONSULTANT͕ nor anLJ of CONSULTANT’S subcontractors performinŐ anLJ services on tŚis Proũect͕ sŚall biĚ for͕ assist anLJone in tŚe preparation of a biĚ for͕ or perform anLJ services pursuant to͕ anLJ otŚer contract in connection ǁitŚ tŚis Proũect͘ CONSULTANT anĚ anLJ of its subcontractors sŚall Śave no interest͕ Ěirect or inĚirect͕ in anLJ otŚer contract ǁitŚ a tŚirĚ-partLJ in connection ǁitŚ tŚis PROJECT unless sucŚ interest is in accorĚance ǁitŚ all applicable laǁ anĚ fullLJ ĚiscloseĚ to anĚ approveĚ bLJ tŚe itLJ DanaŐer͕ in aĚvance anĚ in ǁritinŐ͘ F͘ /f CONSULTANT sŚoulĚ subcontract all or anLJ portion of tŚe ǁorŬ to be performeĚ or services to be proviĚeĚ unĚer tŚis Őreement͕ CONSULTANT sŚall incluĚe tŚe provisions of tŚis rticle in eacŚ subcontract anĚ reƋuire its subcontractors to complLJ tŚereǁitŚ͘ dŚis rticle ;s///Ϳ sŚall survive termination or edžpiration of tŚis Őreement͘ ARTICLE IX. GENERAL TERMS
͘
džcept as otŚerǁise proviĚeĚ bLJ laǁ͕ all notices edžpresslLJ reƋuireĚ of CITY ǁitŚin tŚe boĚLJ of tŚis Őreement͕ anĚ not otŚerǁise specificallLJ proviĚeĚ for͕ sŚall be effective onlLJ if siŐneĚ bLJ tŚe irector or ŚisͬŚer ĚesiŐnee͘

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B͘ ZecorĚs of CONSULTANT’S edžpenses pertaininŐ to tŚe Proũect sŚall be Ŭept on a ŐenerallLJ recoŐninjeĚ accountinŐ basis anĚ sŚall be available to CITY or its autŚorinjeĚ representatives upon reƋuest ĚurinŐ reŐular business Śours tŚrouŐŚout tŚe life of tŚis Őreement anĚ for a perioĚ of tŚree ;ϯͿ LJears after final paLJment or͕ if lonŐer͕ for anLJ perioĚ reƋuireĚ bLJ laǁ͘ /n aĚĚition͕ all booŬs͕ Ěocuments͕ papers͕ anĚ recorĚs of CONSULTANT pertaininŐ to tŚe Proũect sŚall be available for tŚe purpose of maŬinŐ auĚits͕ edžaminations͕ edžcerpts͕ anĚ transcriptions for tŚe same perioĚ of time͘ /f anLJ litiŐation͕ claim͕ neŐotiations͕ auĚit or otŚer action is commenceĚ before tŚe edžpiration of saiĚ time perioĚ͕ all recorĚs sŚall be retaineĚ anĚ maĚe available to CITY until sucŚ action is resolveĚ͕ or until tŚe enĚ of saiĚ time perioĚ ǁŚicŚever sŚall occur later͘ /f CONSULTANT sŚoulĚ subcontract all or anLJ portion of tŚe services to be performeĚ unĚer tŚis Őreement͕ CONSULTANT sŚall cause eacŚ subcontractor to also complLJ ǁitŚ tŚe reƋuirements of tŚis paraŐrapŚ͘ dŚis rticle /y section ;BͿ sŚall survive edžpiration or termination of tŚis Őreement͘

͘ Prior to edžecution of tŚis Őreement bLJ CITY, CONSULTANT sŚall Śave proviĚeĚ eviĚence to CITY tŚat CONSULTANT is licenseĚ to perform tŚe services calleĚ for bLJ tŚis Őreement ;or tŚat no license is reƋuireĚͿ͘ CONSULTANT anĚ anLJ subcontractors sŚall aŐree to obtain anLJ local licensinŐ or certifications necessarLJ to perform services ǁitŚin tŚe itLJ͕ incluĚinŐ but not limiteĚ to itLJ Business dadž ertificates͘ /f CONSULTANT sŚoulĚ subcontract all or anLJ portion of tŚe ǁorŬ or services to be performeĚ unĚer tŚis Őreement͕ CONSULTANT sŚall reƋuire eacŚ subcontractor to proviĚe eviĚence to CITY tŚat subcontractor is licenseĚ to perform tŚe services calleĚ for bLJ tŚis Őreement ;or tŚat no license is reƋuireĚͿ before beŐinninŐ ǁorŬ͘
ARTICLE X. NONDISCRIMINATION
do tŚe edžtent reƋuireĚ bLJ controllinŐ feĚeral͕ state anĚ local laǁ͕ CONSULTANT sŚall not emploLJ ĚiscriminatorLJ practices in tŚe provision of services͕ emploLJment of personnel͕ or in anLJ otŚer respect on tŚe basis of race͕ reliŐious creeĚ͕ color͕ national oriŐin͕ ancestrLJ͕ pŚLJsical ĚisabilitLJ͕ mental ĚisabilitLJ͕ meĚical conĚition͕ marital status͕ sedž͕ aŐe͕ etŚnicitLJ͕ status as a ĚisableĚ veteran or veteran of tŚe sietnam era͘ Subũect to tŚe foreŐoinŐ anĚ ĚurinŐ tŚe performance of tŚis Őreement͕ CONSULTANT aŐrees as folloǁs:
͘ CONSULTANT ǁill complLJ ǁitŚ all applicable laǁs anĚ reŐulations proviĚinŐ tŚat no person sŚall͕ on tŚe ŐrounĚs of race͕ reliŐious creeĚ͕ color͕ national oriŐin͕ ancestrLJ͕ pŚLJsical ĚisabilitLJ͕ mental ĚisabilitLJ͕ meĚical conĚition͕ marital status͕ sedž͕ aŐe͕ sedžual orientation͕ etŚnicitLJ͕ status as a ĚisableĚ veteran or veteran of tŚe sietnam era be edžcluĚeĚ from participation in͕ be ĚenieĚ tŚe benefits of͕ or be subũect to Ěiscrimination unĚer anLJ proŐram or activitLJ maĚe possible bLJ or resultinŐ from tŚis Őreement͘
B͘ CONSULTANT ǁill not Ěiscriminate aŐainst anLJ emploLJee or applicant for emploLJment because of race͕ reliŐious creeĚ͕ color͕ national oriŐin͕ ancestrLJ͕ pŚLJsical ĚisabilitLJ͕ mental ĚisabilitLJ͕ meĚical conĚition͕ marital status͕ sedž͕ aŐe͕ sedžual orientation͕ etŚnicitLJ͕ ŐenĚer iĚentification͕ status as a ĚisableĚ veteran or veteran of tŚe sietnam era͘ CONSULTANT sŚall ensure tŚat applicants are emploLJeĚ͕ anĚ tŚe emploLJees are treateĚ ĚurinŐ emploLJment͕ ǁitŚout reŐarĚ to tŚeir race͕ reliŐious creeĚ͕ color͕ national oriŐin͕ ancestrLJ͕ pŚLJsical ĚisabilitLJ͕ mental ĚisabilitLJ͕ meĚical conĚition͕ marital status͕ sedž͕ aŐe͕ sedžual orientation͕ etŚnicitLJ͕ ŐenĚer iĚentification͕ status as a ĚisableĚ veteran or veteran of tŚe sietnam era͘ SucŚ reƋuirement sŚall applLJ to CONSULTANT’S emploLJment practices incluĚinŐ͕ but not be limiteĚ to͕ tŚe folloǁinŐ: emploLJment͕ upŐraĚinŐ͕ Ěemotion or transfer͖ recruitment or recruitment aĚvertisinŐ͖ laLJoff or termination͖ rates of paLJ or otŚer forms of

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compensation͖ anĚ selection for traininŐ͕ incluĚinŐ apprenticesŚip͘ CONSULTANT aŐrees to post in conspicuous places͕ available to emploLJees anĚ applicants for emploLJment͕ notices settinŐ fortŚ tŚe provision of tŚis nonĚiscrimination clause͘
͘ CONSULTANT ǁill͕ in all solicitations or aĚvertisements for emploLJees placeĚ bLJ or on beŚalf of CONSULTANT in pursuit Śereof͕ state tŚat all ƋualifieĚ applicants ǁill receive consiĚeration for emploLJment ǁitŚout reŐarĚ to race͕ reliŐious creeĚ͕ color͕ national oriŐin͕ ancestrLJ͕ pŚLJsical ĚisabilitLJ͕ mental ĚisabilitLJ͕ meĚical conĚition͕ marital status͕ sedž͕ aŐe͕ sedžual orientation͕ etŚnicitLJ͕ status as a ĚisableĚ veteran or veteran of tŚe sietnam era͘ ͘ CONSULTANT ǁill senĚ to eacŚ labor union or representative of ǁorŬers ǁitŚ ǁŚicŚ it Śas a collective barŐaininŐ aŐreement or otŚer contract or unĚerstanĚinŐ͕ a notice aĚvisinŐ sucŚ labor union or ǁorŬersΖ representatives of CONSULTANT’S commitment unĚer tŚis section anĚ sŚall post copies of tŚe notice in conspicuous places available to emploLJees anĚ applicants for emploLJment͘

͘ /f CONSULTANT sŚoulĚ subcontract all or anLJ portion of tŚe services to be performeĚ unĚer tŚis Őreement͕ CONSULTANT sŚall cause eacŚ subcontractor to also complLJ ǁitŚ tŚe reƋuirements of tŚis rticle ;yͿ͘
ARTICLE XI. INDEPENDENT CONTRACTOR
͘ /n tŚe furnisŚinŐ of tŚe services proviĚeĚ for Śerein͕ CONSULTANT is actinŐ solelLJ as an inĚepenĚent contractor͘ EeitŚer CONSULTANT͕ nor anLJ of its officers͕ aŐents or emploLJees sŚall be ĚeemeĚ an officer͕ aŐent͕ emploLJee͕ ũoint venture͕ partner or associate of CITY for anLJ purpose͘ CITY sŚall Śave no riŐŚt to control or supervise or Ěirect tŚe manner or metŚoĚ bLJ ǁŚicŚ CONSULTANT sŚall perform its ǁorŬ anĚ functions͘ ,oǁever͕ CITY sŚall retain tŚe riŐŚt to aĚminister tŚis Őreement so as to verifLJ tŚat CONSULTANT is performinŐ its obliŐations in accorĚance ǁitŚ tŚe terms anĚ conĚitions tŚereof͘
B͘ dŚis Őreement is not eviĚence of a partnersŚip or ũoint venture betǁeen CONSULTANT anĚ CITY͘ CONSULTANT sŚall Śave no autŚoritLJ to binĚ CITY absent CITY’S edžpress ǁritten consent͘ džcept to
tŚe edžtent otŚerǁise proviĚeĚ in tŚis Őreement͕ CONSULTANT sŚall bear its oǁn costs anĚ edžpenses in pursuit tŚereof͘
͘ Because of its status as an inĚepenĚent contractor͕ CONSULTANT anĚ its officers͕ aŐents anĚ emploLJees sŚall Śave absolutelLJ no riŐŚt to emploLJment riŐŚts anĚ benefits available to CITY emploLJees͘ CONSULTANT sŚall be solelLJ liable anĚ responsible for all paLJroll anĚ tadž ǁitŚŚolĚinŐ anĚ for proviĚinŐ to͕ or on beŚalf of͕ its emploLJees all emploLJee benefits incluĚinŐ͕ ǁitŚout limitation͕ ŚealtŚ͕ ǁelfare anĚ retirement benefits͘ /n aĚĚition͕ toŐetŚer ǁitŚ its otŚer obliŐations unĚer tŚis Őreement͕ CONSULTANT sŚall be solelLJ responsible, inĚemnifLJ͕ ĚefenĚ anĚ save CITY Śarmless from all matters relatinŐ to emploLJment anĚ tadž ǁitŚŚolĚinŐ for anĚ paLJment of CONSULTANT'S emploLJees͕ incluĚinŐ͕ ǁitŚout limitation:
(i) ompliance ǁitŚ Social SecuritLJ anĚ unemploLJment insurance ǁitŚŚolĚinŐ͕ paLJment of ǁorŬers͛ compensation benefits͕ anĚ all otŚer laǁs anĚ reŐulations ŐoverninŐ matters of emploLJee ǁitŚŚolĚinŐ͕ tadžes anĚ paLJment͖ anĚ
(ii) nLJ claim of riŐŚt or interest in CITY emploLJment benefits͕ entitlements͕ proŐrams anĚͬor funĚs offereĚ emploLJees of CITY ǁŚetŚer arisinŐ bLJ reason of anLJ common laǁ͕ Ěe facto͕ leaseĚ͕ or co-emploLJee riŐŚts or otŚer tŚeorLJ. /t is acŬnoǁleĚŐeĚ tŚat ĚurinŐ tŚe derm of tŚis Őreement͕ CONSULTANT maLJ be proviĚinŐ services to otŚers unrelateĚ to CITY or to tŚis

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Őreement͘
ARTICLE XII. NOTICES
ll notices͕ incluĚinŐ notices of aĚĚress cŚanŐes͕ reƋuireĚ to be sent ŚereunĚer sŚall be in ǁritinŐ anĚ sŚall be ĚeemeĚ to Śave been Őiven ǁŚen maileĚ to tŚe aĚĚresses listeĚ beloǁ:

A. CITY: itLJ of 'rover BeacŚ͕ [/nsert Eame anĚ ditle of epartment irector΁͕ 154 SoutŚ iŐŚtŚ Street͕
'rover BeacŚ͕  ϵϯ4ϯϯ
B. CONSULTANT: [/nsert Eame anĚ ditle of Principal at onsultinŐ Firm͕ /nsert anĚ label “mailinŐ aĚĚress͕͟ /nsert anĚ label “pŚLJsical aĚĚress͟ for special or ŚanĚ-Ěeliveries΁ ARTICLE XIII. BINDING
Subũect to rticle y/s͕ beloǁ͕ once tŚis Őreement is siŐneĚ bLJ all Parties͕ it sŚall be binĚinŐ upon͕ anĚ sŚall inure to tŚe benefit of͕ all Parties͕ anĚ eacŚ PartLJΖs respective Śeirs͕ successors͕ assiŐns͕ transferees͕ aŐents͕ servants͕ emploLJees anĚ representatives͘
ARTICLE XIV. ASSIGNMENT
͘ dŚis Őreement is personal to CONSULTANT anĚ tŚere sŚall be no assiŐnment bLJ CONSULTANT of its riŐŚts or obliŐations unĚer tŚis Őreement ǁitŚout tŚe prior ǁritten approval of tŚe 'rover BeacŚ itLJ ouncil͘ nLJ attempteĚ assiŐnment bLJ CONSULTANT͕ its successors or assiŐns͕ sŚall be null anĚ voiĚ unless approveĚ bLJ tŚe 'rover BeacŚ itLJ ouncil͘
B͘ CONSULTANT ŚerebLJ aŐrees not to assiŐn tŚe paLJment of anLJ monies Ěue to CONSULTANT from CITY unĚer tŚe terms of tŚis Őreement to anLJ otŚer inĚiviĚual;sͿ͕ corporation;sͿ or entitLJ;iesͿ͘ CITY retains tŚe riŐŚt to paLJ anLJ anĚ all monies Ěue to CONSULTANT ĚirectlLJ to CONSULTANT͘ ARTICLE XV. COMPLIANCE THE LAW
/n proviĚinŐ tŚe services reƋuireĚ unĚer tŚis Őreement͕ CONSULTANT sŚall at all times complLJ ǁitŚ all applicable laǁs of tŚe hniteĚ States͕ tŚe State of alifornia anĚ /dY͕ anĚ ǁitŚ all applicable reŐulations promulŐateĚ bLJ feĚeral͕ state͕ reŐional͕ or local aĚministrative anĚ reŐulatorLJ aŐencies͕ noǁ in force anĚ as tŚeLJ maLJ be enacteĚ͕ issueĚ͕ or amenĚeĚ ĚurinŐ tŚe derm of tŚis Őreement͘ ARTICLE XVI. WAIVER
dŚe ǁaiver bLJ eitŚer PartLJ of a breacŚ bLJ tŚe otŚer of anLJ provision of tŚis Őreement sŚall not constitute a continuinŐ ǁaiver or a ǁaiver of anLJ subseƋuent breacŚ of eitŚer tŚe same or a Ěifferent provision of tŚis Őreement͘ Eo provisions of tŚis Őreement maLJ be ǁaiveĚ unless in ǁritinŐ anĚ siŐneĚ bLJ all Parties to tŚis Őreement͘ taiver of anLJ one provision Śerein sŚall not be ĚeemeĚ to be a ǁaiver of anLJ otŚer provision Śerein͘
ARTICLE XVII. GOVERNING LAW AND VENUE
dŚis Őreement sŚall be ŐoverneĚ bLJ͕ anĚ construeĚ anĚ enforceĚ in accorĚance ǁitŚ͕ tŚe laǁs of tŚe State of alifornia͕ edžcluĚinŐ͕ Śoǁever͕ anLJ conflict of laǁs rule ǁŚicŚ ǁoulĚ applLJ tŚe laǁ of anotŚer ũurisĚiction͘ senue for purposes of tŚe filinŐ of anLJ action reŐarĚinŐ tŚe enforcement or interpretation of tŚis Őreement anĚ anLJ riŐŚts anĚ Ěuties ŚereunĚer sŚall be San >uis Kbispo ountLJ͕ alifornia͘ ARTICLE XVIII. HEADINGS

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dŚe section ŚeaĚinŐs in tŚis Őreement are for convenience anĚ reference onlLJ anĚ sŚall not be construeĚ or ŚelĚ in anLJ ǁaLJ to edžplain͕ moĚifLJ or aĚĚ to tŚe interpretation or meaninŐ of tŚe provisions of tŚis Őreement͘
ARTICLE XIX. SEVERABILITY
dŚe provisions of tŚis Őreement are severable͘ dŚe invaliĚitLJ͕ or unenforceabilitLJ of anLJ one provision in tŚis Őreement sŚall not affect tŚe otŚer provisions͘ ARTICLE XX. INTERPRETATION
dŚe Parties acŬnoǁleĚŐe tŚat tŚis Őreement in its final form is tŚe result of tŚe combineĚ efforts of tŚe Parties anĚ tŚat͕ sŚoulĚ anLJ provision of tŚis Őreement be founĚ to be ambiŐuous in anLJ ǁaLJ͕ sucŚ ambiŐuitLJ sŚall not be resolveĚ bLJ construinŐ tŚis Őreement in favor of or aŐainst eitŚer PartLJ͕ but ratŚer bLJ construinŐ tŚe terms in accorĚance ǁitŚ tŚeir ŐenerallLJ accepteĚ meaninŐ͘ ccorĚinŐlLJ͕ anLJ rule of laǁ͕ incluĚinŐ͕ but not limiteĚ to͕ Section 1654 of tŚe ivil oĚe of alifornia͕ or anLJ otŚer statutes͕ leŐal Ěecisions͕ or common-laǁ principles of similar effect͕ tŚat ǁoulĚ reƋuire interpretation of anLJ ambiŐuities in tŚis Őreement aŐainst tŚe partLJ tŚat ĚrafteĚ tŚis Őreement is of no application anĚ is ŚerebLJ edžpresslLJ ǁaiveĚ͘
ARTICLE XXI. ATTORNEY’S FEES
/f eitŚer PartLJ is reƋuireĚ to commence anLJ proceeĚinŐ or leŐal action to enforce or interpret anLJ term͕ covenant or conĚition of tŚis Őreement͕ tŚe prevailinŐ PartLJ in sucŚ proceeĚinŐ or action sŚall be entitleĚ to recover from tŚe otŚer PartLJ its reasonable attorneLJΖs fees anĚ leŐal edžpenses͘ ARTICLE XXII. EXHIBITS

acŚ edžŚibit anĚ attacŚment referenceĚ in tŚis Őreement is͕ bLJ reference͕ incorporateĚ into anĚ maĚe a part of tŚis Őreement
ARTICLE XXIII. PRECEDENCE OF DOCUMENTS
/n tŚe event of anLJ conflict betǁeen tŚe boĚLJ of tŚis Őreement anĚ anLJ džŚibit or ttacŚment Śereto͕
tŚe terms anĚ conĚitions of tŚe boĚLJ of tŚis Őreement sŚall control anĚ taŬe preceĚence over tŚe terms anĚ conĚitions edžpresseĚ ǁitŚin tŚe
džŚibit or ttacŚment͘ FurtŚermore͕ anLJ terms or conĚitions containeĚ ǁitŚin anLJ
džŚibit or ttacŚment attacŚeĚ Śereto͕ ǁŚicŚ purport to moĚifLJ tŚe allocation of risŬ betǁeen tŚe Parties͕ proviĚeĚ for ǁitŚin tŚe boĚLJ of tŚis Őreement͕ sŚall be null anĚ voiĚ͘ ARTICLE XXIV. CUMULATIVE REMEDIES
Eo remeĚLJ or election ŚereunĚer sŚall be ĚeemeĚ edžclusive but sŚall͕ ǁŚerever possible͕ be cumulative ǁitŚ all otŚer remeĚies at laǁ or in eƋuitLJ͘
ARTICLE XXV. NO THIRD-PARTY BENEFICIARIES
dŚe riŐŚts͕ interests͕ Ěuties anĚ obliŐations ĚefineĚ ǁitŚin tŚis Őreement are intenĚeĚ for tŚe specific Parties as iĚentifieĚ in tŚe preamble of tŚis Őreement͘ EotǁitŚstanĚinŐ anLJtŚinŐ stateĚ to tŚe contrarLJ in tŚis Őreement͕ it is not intenĚeĚ tŚat anLJ riŐŚts or interests in tŚis Őreement benefit or floǁ to tŚe interest of anLJ tŚirĚ parties͘
ARTICLE XXVI. EXTENT OF AGREEMENT

acŚ PartLJ acŬnoǁleĚŐes tŚat tŚeLJ Śave reaĚ anĚ fullLJ unĚerstanĚ tŚe contents of tŚis Őreement anĚ anLJ Ěocuments issueĚ tŚat resulteĚ in selection of CONSULTANT for entrLJ into tŚis Őreement͘ dŚis Őreement represents tŚe entire anĚ inteŐrateĚ aŐreement betǁeen tŚe parties ǁitŚ respect to tŚe

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subũect matter Śereof anĚ superseĚe all prior neŐotiations͕ representations or aŐreements͕ eitŚer ǁritten or oral͘ dŚis Őreement maLJ be moĚifieĚ onlLJ bLJ ǁritten instrument ĚulLJ autŚorinjeĚ anĚ edžecuteĚ bLJ botŚ CITY anĚ CONSULTANT͘
ARTICLE XXVII. INTEGRATION
dŚis Őreement constitutes tŚe entire unĚerstanĚinŐ anĚ aŐreement of tŚe Parties anĚ superseĚes all previous anĚͬor contemporaneous unĚerstanĚinŐ or aŐreement betǁeen tŚe Parties ǁitŚ respect to all or anLJ part of tŚe subũect matter Śereof͘ ARTICLE XVIII. AUTHORITY TO EXECUTE
dŚe person or persons edžecutinŐ tŚis Őreement on beŚalf of tŚe Parties Śereto ǁarrants anĚ represents tŚat ŚeͬsŚeͬtŚeLJ ŚasͬŚave tŚe autŚoritLJ to edžecute tŚis Őreement on beŚalf of tŚeir entitLJ anĚ ŚasͬŚave tŚe autŚoritLJ to binĚ tŚeir PartLJ to tŚe performance of its obliŐations ŚereunĚer͘ dŚis Őreement maLJ be edžecuteĚ electronicallLJ͘ ARTICLE XXIX. COUNTERPARTS
dŚis Őreement maLJ be edžecuteĚ in one or more counterparts ǁitŚ eacŚ counterpart beinŐ ĚeemeĚ an oriŐinal͘ Eo counterpart sŚall be ĚeemeĚ to be an oriŐinal or presumeĚ ĚelivereĚ unless anĚ until tŚe counterparts edžecuteĚ bLJ tŚe otŚer Parties Śereto are in tŚe pŚLJsical possession of tŚe PartLJ or Parties seeŬinŐ enforcement tŚereof͘ iŐital siŐnatures meetinŐ tŚe reƋuirements of 'overnment oĚe section 16͘5 sŚall also be consiĚereĚ oriŐinal siŐnatures͘

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AGREEMENT SIGNATURES
IN WITNESS WHEREOF͕ tŚe Parties Śereto Śave entereĚ into tŚis Őreement effective as of tŚe ĚaLJ anĚ LJear first ǁritten above͘

CITY OF GROVER BEACH

Eame͕ ditle ate
ttest:

tenĚi Sims͕ itLJ lerŬ ate
pproveĚ as to Form:

Zobert >omeli͕ itLJ ttorneLJ ate
[CONSULTANT]

[ED
͕ d/d>
΁ ate

Attachments:
1͘
džŚibit  - Scope of Services anĚ Fee ScŚeĚule
Ϯ͘
džŚibit B - /nsurance ZeƋuirements
ϯ͘
džŚibit  - isclosure of onflict of /nterest

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EXHIBIT A

PROFESSIONAL CONSULTANT SERVICES

CONSULTANT SCOPE OF WORK AND FEE SCHEDULE

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EXHIBIT B

PROFESSIONAL CONSULTANT SERVICES

INSURANCE REQUIREMENTS
titŚout limitinŐ CONSULTANT’S inĚemnification of CITY͕ anĚ prior to commencement of torŬ͕ CONSULTANT sŚall obtain͕ proviĚe anĚ maintain at its oǁn edžpense ĚurinŐ tŚe derm of tŚis Őreement͕ policies of insurance of tŚe tLJpe anĚ amounts ĚescribeĚ beloǁ anĚ in a form satisfactorLJ to CITY͘
General liability insurance. CONSULTANT sŚall maintain commercial Őeneral liabilitLJ insurance ǁitŚ coveraŐe at least as broaĚ as /nsurance Services Kffice form ' 00 01͕ in an amount not less tŚan Ψ1͕000͕000 per occurrence͕ ΨϮ͕000͕000 Őeneral aŐŐreŐate͕ for boĚilLJ inũurLJ͕ personal inũurLJ͕ anĚ propertLJ ĚamaŐe͘ dŚe policLJ must incluĚe contractual liabilitLJ tŚat Śas not been amenĚeĚ͘ nLJ enĚorsement restrictinŐ stanĚarĚ /SK “insureĚ contract͟ lanŐuaŐe ǁill not be accepteĚ͘ Automobile liability insurance. CONSULTANT sŚall maintain automobile insurance at least as broaĚ as /nsurance Services Kffice form  00 01 coverinŐ boĚilLJ inũurLJ anĚ propertLJ ĚamaŐe for all activities of tŚe CONSULTANT arisinŐ out of or in connection ǁitŚ ǁorŬ to be performeĚ unĚer tŚis Őreement͕ incluĚinŐ coveraŐe for anLJ oǁneĚ͕ ŚireĚ͕ non-oǁneĚ or renteĚ veŚicles͕ in an amount not less tŚan Ψ1͕000͕000 combineĚ sinŐle limit for eacŚ acciĚent͘ Professional liability (errors & omissions) insurance. CONSULTANT sŚall maintain professional liabilitLJ insurance tŚat covers tŚe Services to be performeĚ in connection ǁitŚ tŚis Őreement͕ in tŚe minimum amount of Ψ1͕000͕000 per claim anĚ in tŚe aŐŐreŐate͘ nLJ policLJ inception Ěate͕ continuitLJ Ěate͕ or retroactive Ěate must be before tŚe
ffective ate of tŚis Őreement anĚ onsultant aŐrees
to maintain continuous coveraŐe tŚrouŐŚ a perioĚ no less tŚan tŚree ;ϯͿ LJears after completion of tŚe services reƋuireĚ bLJ tŚis Őreement͘
Workers’ compensation insurance. CONSULTANT sŚall maintain torŬers͛ ompensation /nsurance ;StatutorLJ >imitsͿ anĚ
mploLJer͛s >iabilitLJ /nsurance ;ǁitŚ limits of at least Ψ1͕000͕000Ϳ͘ onsultant sŚall submit to CITY͕ alonŐ ǁitŚ tŚe certificate of insurance͕ a taiver of SubroŐation enĚorsement in favor of CITY͕ its officers͕ aŐents͕ emploLJees anĚ volunteers͘ Umbrella or excess liability insurance. CONSULTANT sŚall obtain anĚ maintain an umbrella or edžcess liabilitLJ insurance policLJ ǁitŚ limits tŚat ǁill proviĚe boĚilLJ inũurLJ͕ personal inũurLJ anĚ propertLJ ĚamaŐe liabilitLJ coveraŐe at least as broaĚ as tŚe primarLJ coveraŐes set fortŚ above͕ incluĚinŐ commercial Őeneral liabilitLJ͕ automobile liabilitLJ͕ anĚ emploLJer͛s liabilitLJ͘ SucŚ policLJ or policies sŚall incluĚe tŚe folloǁinŐ terms anĚ conĚitions:
x  Ěrop Ěoǁn feature reƋuirinŐ tŚe policLJ to responĚ if anLJ primarLJ insurance tŚat ǁoulĚ otŚerǁise Śave applieĚ proves to be uncollectible in ǁŚole or in part for anLJ reason͖
x PaLJ on beŚalf of ǁorĚinŐ as opposeĚ to reimbursement͖ x oncurrencLJ of effective Ěates ǁitŚ primarLJ policies͖ x Policies sŚall “folloǁ form͟ to tŚe unĚerlLJinŐ primarLJ policies͖ anĚ

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x /nsureĚs unĚer primarLJ policies sŚall also be insureĚs unĚer tŚe umbrella or edžcess policies͘
Other provisions or requirements
Proof of insurance. CONSULTANT sŚall proviĚe certificates of insurance to CITY as eviĚence of tŚe insurance coveraŐe reƋuireĚ Śerein͕ alonŐ ǁitŚ a ǁaiver of subroŐation enĚorsement for ǁorŬers͛ compensation͘ /nsurance certificates anĚ enĚorsements must be approveĚ bLJ CITY͛s ZisŬ DanaŐer prior to commencement of performance͘ urrent certification of insurance sŚall be Ŭept on file ǁitŚ CITY at all times ĚurinŐ tŚe derm of tŚis Őreement͘ CITY reserves tŚe riŐŚt to reƋuire complete͕ certifieĚ copies of all reƋuireĚ insurance policies͕ at anLJ time͘

Duration of coverage. CONSULTANT sŚall procure anĚ maintain for tŚe Ěuration of tŚe Őreement insurance aŐainst claims for inũuries to persons or ĚamaŐes to propertLJ͕ ǁŚicŚ maLJ arise from or in connection ǁitŚ tŚe performance of tŚe ǁorŬ ŚereunĚer bLJ CONSULTANT͕ Śis aŐents͕ representatives͕ emploLJees or subconsultants͘

Primary/noncontributing. overaŐe proviĚeĚ bLJ CONSULTANT sŚall be primarLJ anĚ anLJ insurance or self-insurance procureĚ or maintaineĚ bLJ CITY sŚall not be reƋuireĚ to contribute ǁitŚ it͘ dŚe limits of insurance reƋuireĚ Śerein maLJ be satisfieĚ bLJ a combination of primarLJ anĚ umbrella or edžcess insurance͘ nLJ umbrella or edžcess insurance sŚall contain or be enĚorseĚ to contain a provision tŚat sucŚ coveraŐe sŚall also applLJ on a primarLJ anĚ non-contributorLJ basis for tŚe benefit of CITY before tŚe CITY’S oǁn insurance or self-insurance sŚall be calleĚ upon to protect it as a nameĚ insureĚ͘ CITY’S rights of enforcement. /n tŚe event anLJ policLJ of insurance reƋuireĚ unĚer tŚis Őreement Ěoes not complLJ ǁitŚ tŚese specifications or is canceleĚ anĚ not replaceĚ͕ CITY Śas tŚe riŐŚt but not tŚe ĚutLJ to obtain tŚe insurance it Ěeems necessarLJ anĚ anLJ premium paiĚ bLJ CITY ǁill be promptlLJ reimburseĚ bLJ CONSULTANT or CITY ǁill ǁitŚŚolĚ amounts sufficient to paLJ premium from CONSULTANT paLJments͘ /n tŚe alternative͕ CITY maLJ cancel tŚis Őreement͘ Acceptable insurers. ll insurance policies sŚall be issueĚ bLJ an insurance companLJ currentlLJ autŚorinjeĚ bLJ tŚe /nsurance ommissioner to transact business of insurance or is on tŚe >ist of pproveĚ Surplus >ine /nsurers in tŚe State of alifornia͕ ǁitŚ an assiŐneĚ policLJŚolĚers͛ ZatinŐ of - ;or ŚiŐŚerͿ anĚ Financial Sinje ateŐorLJ lass s/ ;or larŐerͿ in accorĚance ǁitŚ tŚe latest eĚition of Best͛s <eLJ ZatinŐ 'uiĚe͕ unless otŚerǁise approveĚ bLJ tŚe CITY’S ZisŬ DanaŐer͘ Waiver of subrogation. ll insurance coveraŐe maintaineĚ or procureĚ pursuant to tŚis Őreement sŚall be enĚorseĚ to ǁaive subroŐation aŐainst CITY͕ its electeĚ or appointeĚ officers͕ aŐents͕ officials͕ emploLJees anĚ volunteers or sŚall specificallLJ alloǁ CONSULTANT or otŚers proviĚinŐ insurance eviĚence in compliance ǁitŚ tŚese specifications to ǁaive tŚeir riŐŚt of recoverLJ prior to a loss͘ CONSULTANT ŚerebLJ ǁaives its oǁn riŐŚt of recoverLJ aŐainst CITY͕ anĚ sŚall reƋuire similar ǁritten edžpress ǁaivers anĚ insurance clauses from eacŚ of its subconsultants͘ Enforcement of contract provisions (non estoppel). CONSULTANT acŬnoǁleĚŐes anĚ aŐrees tŚat anLJ actual or alleŐeĚ failure on tŚe part of tŚe CITY to inform CONSULTANT of non-compliance ǁitŚ

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anLJ reƋuirement imposes no aĚĚitional obliŐations on tŚe CITY nor Ěoes it ǁaive anLJ riŐŚts ŚereunĚer͘
Requirements not limiting. ZeƋuirements of specific coveraŐe features or limits containeĚ in tŚis Section are not intenĚeĚ as a limitation on coveraŐe͕ limits or otŚer reƋuirements͕ or a ǁaiver of anLJ coveraŐe normallLJ proviĚeĚ bLJ anLJ insurance͘ Specific reference to a Őiven coveraŐe feature is for purposes of clarification onlLJ as it pertains to a Őiven issue anĚ is not intenĚeĚ bLJ anLJ partLJ or insureĚ to be all inclusive͕ or to tŚe edžclusion of otŚer coveraŐe͕ or a ǁaiver of anLJ tLJpe͘ /f tŚe CONSULTANT maintains ŚiŐŚer limits tŚan tŚe minimums sŚoǁn above͕ tŚe CITY reƋuires anĚ sŚall be entitleĚ to coveraŐe for tŚe ŚiŐŚer limits maintaineĚ bLJ tŚe CONSULTANT͘ nLJ available insurance proceeĚs in edžcess of tŚe specifieĚ minimum limits of insurance anĚ coveraŐe sŚall be available to tŚe CITY͘ Notice of cancellation. CONSULTANT aŐrees to obliŐe its insurance aŐent or broŬer anĚ insurers to proviĚe to CITY ǁitŚ a tŚirtLJ ;ϯ0Ϳ ĚaLJ notice of cancellation ;edžcept for nonpaLJment for ǁŚicŚ a ten ;10Ϳ ĚaLJ notice is reƋuireĚͿ or nonreneǁal of coveraŐe for eacŚ reƋuireĚ coveraŐe͘ Additional insured status. 'eneral liabilitLJ policies sŚall proviĚe or be enĚorseĚ to proviĚe tŚat CITY anĚ its officers͕ officials͕ emploLJees͕ anĚ aŐents͕ anĚ volunteers sŚall be aĚĚitional insureĚs unĚer sucŚ policies͘ dŚis provision sŚall also applLJ to anLJ edžcessͬumbrella liabilitLJ policies͘ Prohibition of undisclosed coverage limitations. Eone of tŚe coveraŐes reƋuireĚ Śerein ǁill be in compliance ǁitŚ tŚese reƋuirements if tŚeLJ incluĚe anLJ limitinŐ enĚorsement of anLJ ŬinĚ tŚat Śas not been first submitteĚ to CITY anĚ approveĚ of in ǁritinŐ͘ Separation of insureds.  severabilitLJ of interests provision must applLJ to all aĚĚitional insureĚs ensurinŐ tŚat onsultant͛s insurance sŚall applLJ separatelLJ to eacŚ insureĚ aŐainst ǁŚom claim is maĚe or suit is brouŐŚt͕ edžcept ǁitŚ respect to tŚe insurer͛s limits of liabilitLJ͘ dŚe policLJ;iesͿ sŚall not contain anLJ cross-liabilitLJ edžclusions͘
Pass through clause. CONSULTANT aŐrees to ensure tŚat its subconsultants͕ subcontractors͕ anĚ anLJ otŚer partLJ involveĚ ǁitŚ tŚe PROJECT ǁŚo is brouŐŚt onto or involveĚ in tŚe PROJECT bLJ CONSULTANT͕ proviĚe tŚe same minimum insurance coveraŐe anĚ enĚorsements reƋuireĚ of CONSULTANT͘ CONSULTANT aŐrees to monitor anĚ revieǁ all sucŚ coveraŐe anĚ assumes all responsibilitLJ for ensurinŐ tŚat sucŚ coveraŐe is proviĚeĚ in conformitLJ ǁitŚ tŚe reƋuirements of tŚis section͘ CONSULTANT aŐrees tŚat upon reƋuest͕ all aŐreements ǁitŚ consultants͕ subcontractors͕ anĚ otŚers enŐaŐeĚ in tŚe PROJECT ǁill be submitteĚ to CITY for revieǁ͘ CITY’s right to revise specifications. dŚe CITY reserves tŚe riŐŚt at anLJ time ĚurinŐ tŚe term of tŚe Őreement to cŚanŐe tŚe amounts anĚ tLJpes of insurance reƋuireĚ bLJ ŐivinŐ tŚe CONSULTANT ninetLJ ;ϵ0Ϳ ĚaLJs aĚvance ǁritten notice of sucŚ cŚanŐe͘ /f sucŚ cŚanŐe results in substantial aĚĚitional cost to tŚe CONSULTANT͕ tŚe CITY anĚ CONSULTANT maLJ reneŐotiate CONSULTANT’S compensation͘
Self-insured retentions. nLJ self-insureĚ retentions must be ĚeclareĚ to anĚ approveĚ bLJ CITY͘ CITY reserves tŚe riŐŚt to reƋuire tŚat self-insureĚ retentions be eliminateĚ͕ loǁereĚ͕ or replaceĚ bLJ a ĚeĚuctible͘ Self-insurance ǁill not be consiĚereĚ to complLJ ǁitŚ tŚese specifications unless approveĚ bLJ CITY͘

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Timely notice of claims. CONSULTANT sŚall Őive CITY prompt anĚ timelLJ notice of claims maĚe or suits instituteĚ tŚat arise out of or result from CONSULTANT’S performance unĚer tŚis 'Z

D
Ed͕
anĚ tŚat involve or maLJ involve coveraŐe unĚer anLJ of tŚe reƋuireĚ liabilitLJ policies͘ Additional insurance. CONSULTANT sŚall also procure anĚ maintain͕ at its oǁn cost anĚ edžpense͕ anLJ aĚĚitional ŬinĚs of insurance͕ ǁŚicŚ in its oǁn ũuĚŐment maLJ be necessarLJ for its proper protection anĚ prosecution of tŚe ǁorŬ͘

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EXHIBIT C

PROFESSIONAL CONSULTANT SERVICE

CITY OF GROVER BEACH

DISCLOSURE OF CONFLICT OF INTEREST
YES* NO
1 re LJou currentlLJ in litiŐation ǁitŚ tŚe itLJ of 'rover BeacŚ or anLJ of its aŐents͍
Ϯo LJou represent anLJ firm͕ orŐaninjation or person ǁŚo is in litiŐation ǁitŚ tŚe itLJ of 'rover BeacŚ͍
3 o LJou currentlLJ represent or perform ǁorŬ for anLJ clients ǁŚo Ěo business ǁitŚ tŚe itLJ of 'rover BeacŚ͍
4 re LJou or anLJ of LJour principals͕ manaŐers or professionals͕ oǁners or investors in a business ǁŚicŚ Ěoes business ǁitŚ tŚe itLJ of 'rover BeacŚ͕ or in a business ǁŚicŚ is in litiŐation ǁitŚ tŚe itLJ of 'rover BeacŚ͍ 5 re LJou or anLJ of LJour principals͕ manaŐers or professionals͕ relateĚ bLJ blooĚ or marriaŐe to anLJ itLJ of 'rover BeacŚ emploLJee ǁŚo Śas anLJ siŐnificant role in tŚe subũect matter of tŚis service͍ 6 o LJou or anLJ of LJour subcontractors Śave͕ or edžpect to Śave͕ anLJ interest͕ Ěirect or inĚirect͕ in anLJ otŚer contract in connection ǁitŚ tŚis Proũect͍ Ύ /f tŚe ansǁer to anLJ Ƌuestion is LJes͕ please edžplain in full beloǁ͘

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džplanation:

SiŐnature

ate

Eame

ompanLJ

ĚĚress

ĚĚitional paŐe;sͿ attacŚeĚ͘
itLJ͕ State͕ ip

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AGREEMENT FOR CONSULTANT SERVICES,
____________________________
THIS AGREEMENT made and entered into on ______________, 2026 by and between the Oceano Community Services District, a special district, collectively hereinafter referred to as DISTRICT and _________________________, hereinafter referred to as CONSULTANT.

RECITALS
The DISTRICT desires to retain said services of the CONSULTANT on an independent Contractor basis for_____________________________, more specifically identified in the Proposal, Scope of Work and Fee Schedule, jointly attached as Exhibit A to this Agreement, herein referred to as the PROJECT, subject to the terms and conditions as hereinafter set forth.

Therefore, in consideration of the mutual agreements contained herein, the DISTRICT and the CONSULTANT agree as follows:

ARTICLE I. SCOPE OF SERVICES
The CONSULTANT shall complete said PROJECT as specified in Exhibit A, and in accordance with local, State and Federal laws.

ARTICLE II. AUTHORIZATION AND COMMENCEMENT OF PERFORMANCE The services of the CONSULTANT are authorized by the DISTRICT.

ARTICLE III. COMPENSATION AND PAYMENT
The compensation for the services rendered by the CONSULTANT under this Agreement shall be as provided in Exhibit A. Work shall be performed on a base contract, not to exceed basis of $_________ in accordance with Exhibit A, with a contingency fee of $_______ for a total project fee of $_________. The DISTRICT’s share, including the contingency fee, will not exceed $__________. The DISTRICT is solely responsible for the DISTRICT’s share of the total project cost. The DISTRICT shall not be responsible for any other payment to CONSULTANT, including the proportional share of any other participating agency, whether for default, late payment, or any other complication arising from the CONSULTANT’s agreements with the other participating agencies.

The CONSULTANT shall invoice the DISTRICT for the District’s share on a monthly basis, and the DISTRICT will pay the CONSULTANT on a monthly basis per billings from the CONSULTANT unless otherwise identified in this agreement. The CONSULTANT will submit

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invoices monthly or upon completion of a specified scope of service in accordance with the CONSULTANT’s standard invoicing practices.

Payment is due upon receipt of the invoice. Payments will be made by either check or electronic transfer to the address specified by the CONSULTANT, and will reference the CONSULTANT’s invoice number.

Interest will accrue at the rate of 1% per month of the invoiced amount in excess of 30 days past the invoice date.

In the event of a disputed or contested invoice, only that portion so contested will be withheld from payment, and the undisputed amounts will be paid.

ARTICLE IV. TERM OF AGREEMENT
The term of the agreement is set out in Exhibit A and subject to extension if circumstances necessitate it and Parties agree to it in writing. This Agreement may be terminated by either the DISTRICT or the CONSULTANT with or without any reason, upon giving thirty (30) days written notice to other party. In the event of termination, CONSULTANT shall be paid for work performed to the termination date.

Upon termination, CONSULTANT immediately shall turn over to the District any and all copies of videotapes, studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT, and for which CONSULTANT has received reasonable compensation, or given to CONSULTANT in connection with this Agreement.

Such materials shall become the DISTRICT’s permanent property, provided, however, CONSULTANT shall not be liable for the DISTRICT’s use of incomplete materials or for the DISTRICT’s use of complete documents if used for other than the project or scope of services contemplated by this Agreement.

Both parties agree to submit any claims, disputes or controversies arising out of or in relation to the interpretation, application, or enforcement of this Agreement to non-binding mediation pursuant to the Rules for Commercial Mediation of the American Arbitration Association, as a condition precedent to litigation or any other form of dispute resolution.

The prevailing party in any action between the parties to this Agreement brought to enforce the terms of this Agreement or arising out of this Agreement shall recover from the other party its reasonable costs and attorney’s fees expended in connection with such an action.

ARTICLE V. INSURANCE
A. The CONSULTANT shall obtain and maintain during the performance of any services under this Agreement the following insurance coverage, issued by a company satisfactory to the DISTRICT.
1) Commercial general liability insurance including a contractual liability endorsement in an amount not less than $1,000,000 combined single limit for bodily injury and

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property damage for each claimant for general liability, including a non-owned automobile endorsement;
2) Errors and omissions insurance to a minimum coverage of $500,000, with neither the CONSULTANT nor listed sub-consultants having less than $500,000 individually; 3) Workers’ compensation insurance in compliance with the laws of the State of California.

B. Certificates of insurance evidencing the coverages required by the clauses set forth above shall be filed with the DISTRICT prior to the effective date of this Agreement. This is a condition precedent to the formation of any obligation by the DISTRICT to compensate CONSULTANT under this Agreement.

C. All insurance policies required by this section shall not be canceled, limited or nonrenewed without first giving 30 days written notice to the DISTRICT.

D. The CONSULTANT agrees that the commercial general liability insurance policy shall be endorsed to name the DISTRICT, its Board of Directors, officers and employees as additional insured and to provide that the coverages provided to the DISTRICT shall be primary and not contributing to or in excess of any existing the DISTRICT’s insurance coverages.

E. All insurance standards applicable to the CONSULTANT shall also be applicable to the CONSULTANT’S subconsultants. The CONSULTANT agrees to maintain appropriate agreements with subconsultants and to provide proper evidence of coverage upon receipt of a written request from the DISTRICT.

ARTICLE VI. INDEPENDENT CONTRACTOR/PERSONAL SERVICE
The CONSULTANT shall perform the services hereunder as an independent contractor and shall not be considered an employee of the DISTRICT for any purposes. The CONSULTANT is not entitled to any District benefits, including PERS, unemployment compensation, health insurance, or any other benefit. Only personnel listed in Exhibit A shall perform services called for under this Agreement and shall not employ or otherwise incur an obligation to pay persons, specialists, experts, or subconsultants for services in connection with the services to be performed under this Agreement without prior written approval of the DISTRICT.

ARTICLE VII. ASSISTANCE BY DISTRICT
Subject to other provisions of this Agreement, the DISTRICT shall provide the CONSULTANT with copies of any specifications, maps, drawings, records, or other documentation, which are required by the CONSULTANT in order to perform the services specified herein. The DISTRICT shall provide all further reasonably necessary information to the CONSULTANT upon the CONSULTANT’s request.

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ARTICLE VIII. INDEMNIFICATION
CONSULTANT agrees to indemnify and save harmless the DISTRICT and its Board members, officers, employees and agents from:

Third Party Claims. Any and all claims and demands made against the DISTRICT or its Board members, officers, employees or agents by reason of any injury to or death of or damage to any person or entity, of any nature whatsoever, arising out of CONSULTANT’s performance of services under this Agreement however caused, excepting, however, any such claims and demands which are the result of the sole negligence or willful misconduct of the DISTRICT or its Board members, officers, employees or agents; DISTRICT Property Damage Claims. Any and all damage to or destruction of the property of the DISTRICT, its Board members, offices, employees or agents or used by or in the CONSULTANT’s care, custody, or control, arising out of CONSULTANT’s performance of services under this Agreement however caused, excepting, however, any such claims and demands which are the result of the sole negligence or willful misconduct of the DISTRICT or its Board members, officers, employees or agents;
CONSULTANT Employee, Subconsultant and Agent Claims. Any and all claims and demands which may be made against the DISTRICT or its Board members, officers, employees or agents by reason of any injury to or death of or damage suffered or sustained by any CONSULTANT employee, subcontractor or agent under this Agreement, arising out of CONSULTANT’s performance under this Agreement however caused, excepting, however, any such claims and demands which are the result of the sole negligence or willful misconduct of the DISTRICT or its Board members, officers, employees or agents.

ARTICLE IX. ASSIGNMENT
This Agreement shall not be assigned by either party without the prior written approval of the other.

ARTICLE X. NON-DISCRIMINATION
The CONSULTANT will refrain from discriminatory employment actions or practices on the basis of the race, color, age, sex, sexual orientation, religious creed, national origin, or ancestry of any employee or applicant for employment.

ARTICLE XI. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties hereto relating to the subject matter hereof and supersedes any previous agreements or understandings.

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AGREEMENT FOR CONSULTANT SERVICES,
_____________________

SIGNATURE PAGE
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement effective as of the day and year first written above.

OCEANO COMMUNITY SERVICES DISTRICT

Board of Directors President Date
Attest:

General Manager Date
Approved as to Form:

DISTRICT’s Legal Counsel Date

CONSULTANT

Signature Date

Name Title

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BB&K (2023) -1- PROFESSIONAL SERVICES AGREEMENT

CITY OF ARROYO GRANDE

PROFESSIONAL SERVICES AGREEMENT

1. PARTIES AND DATE.

This Agreement is made and entered into this 28 day of July, 2026, by and between the City of Arroyo Grande, a municipal corporation organized under the laws of the State of California with its principal place of business at 300 E. Branch Street, Arroyo Grande, California 93420, County of San Luis Obispo, State of California ("City") and Water Systems Consulting, Inc., a SCorporation incorporated in California, with its principal place of business at 805 Aerovista Lane, Suite 201 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."

2. RECITALS.

2.1 Consultant.

Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement.

Consultant represents that it is experienced in providing professional engineering services to public clients, is licensed in the State of California, and is familiar with the plans of City.

2.2 Project.

City desires to engage Consultant to render such professional services for the Northern Cities Management Area Technical Group Staff Extension Services project ("Project") as set forth in this Agreement.

2.3 Proportionate Share
The NCMA Technical Group includes the cities of Pismo Beach, Arroyo Grande, and Grover Beach, and the Oceano Community Services District (OCSD). City of Arroyo Grande’s portion of the annual cost is 31%, based on percentage of groundwater entitlement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional engineering consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

3.1.2 Term. The term (“Term”) of this Agreement shall be from August 10, 2026 to August 9, 2031, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the term of this Agreement if

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necessary to complete the Services.

3.2 Compensation.

3.2.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "B" attached hereto and incorporated herein by reference. The total compensation shall not exceed one hundred forty-eight thousand seven hundred and twenty dollars and sixtyeight cents ($148,720.68) without written approval of the City Council or City Manager, as applicable. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

3.2.2 Payment of Compensation. Consultant shall submit to City a monthly invoice which indicates work completed and hours of Services rendered by Consultant. The invoice shall describe the amount of Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the invoice.

City shall, within 30 days of receiving such invoice, review the invoice and pay all non-disputed and approved charges. If the City disputes any of Consultant's fees, the City shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth therein. Payment shall not constitute acceptance of any Services completed by Consultant. The making of final payment shall not constitute a waiver of any claims by the City for any reason whatsoever.

3.2.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit "B" of this Agreement.

3.2.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement.

Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City.

3.3 Responsibilities of Consultant.

3.3.1 Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee.

Any personnel performing the Services on behalf of Consultant shall not be employees of City and shall at all times be under Consultant's exclusive direction and control. Neither City, or any of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any of Consultants officers, employees or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law.

Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.

3.3.2 Schedule of Services. Consultant shall perform the Services in a prompt

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and timely manner and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services expeditiously. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.

3.3.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.

3.3.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. The key personnel for performance of this Agreement are as follows:

Jeffery Szytel, CEO.

3.3.5 City's Representative. The City hereby designates Shannon Sweeney, City Engineer, or his/her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the Scope of Services or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on City's behalf and to execute all necessary documents which enlarge the Scope of Services or change the Consultant's total compensation subject to the provisions contained in this Agreement. Consultant shall not accept direction or orders from any person other than the City Manager, City's Representative or his/her designee.

3.3.6 Consultant's Representative. Consultant hereby designates Jeffery Szytel, CEO, or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.3.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times.

3.3.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services

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necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its subconsultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.

3.3.9 Period of Performance.

3.3.9.1 Consultant shall perform and complete all Services under this Agreement within the term set forth in Section 3.1.2 above (“Performance Time”). Consultant shall also perform the Services in strict accordance with any completion schedule or Project milestones described in Exhibits “A” or “B” attached hereto, or which may be separately agreed upon in writing by the City and Consultant (“Performance Milestones”). Consultant agrees that if the Services are not completed within the aforementioned Performance Time and/or pursuant to any such Performance Milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer damage.

3.3.9.2 Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects a Party’s performance and is one or more of the following: (1) Acts of God or other natural disasters; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the services); (4) strikes and other organized labor action occurring at the site and the effects thereof on the services, only to the extent such strikes and other organized labor action are beyond the control of Consultant and its subcontractors, and to the extent the effects thereof cannot be avoided by use of replacement workers; and (5) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of a public agency applicable to the services and Agreement.

3.3.9.3 Should a Force Majeure Event occur, the non-performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Force Majeure Events and/or delays, regardless of the Party responsible for the delay, shall not entitle Consultant to any additional compensation.

Notwithstanding the foregoing in this section, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.

3.3.10 Laws and Regulations; Employee/Labor Certification.

3.3.10.1 Compliance with Laws. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations

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of such laws and regulations in connection with the Services and this Agreement. All violations of such laws and regulations shall be grounds for the City to terminate the Agreement for cause.

3.3.10.2 Employment Eligibility; Consultant. Consultant certifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time and shall require all subconsultants and sub-subconsultants to comply with the same. Consultant certifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the term of the Agreement.

3.3.10.3 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.

3.3.10.4 Air Quality. To the extent applicable, Consultant must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the South Coast Air Quality Management District (SCAQMD) and/or California Air Resources Board (CARB). Consultant shall indemnify City against any fines or penalties imposed by SCAQMD, CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Consultant, its subconsultants, or others for whom Consultant is responsible under its indemnity obligations provided for in this Agreement.

3.3.10.5 Water Quality Management and Compliance. Consultant shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Services including, without limitation, all applicable provisions of the City’s ordinances regulating water quality and storm water; the Federal Water Pollution Control Act (33 U.S.C. § 1251, et seq.); the California Porter-Cologne Water Quality Control Act (Water Code § 13000 et seq.); and any and all regulations, policies, or permits issued pursuant to any such authority. Consultant must additionally comply with the lawful requirements of the City, and any other municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water discharges. City may seek damages from Consultant for delay in completing the Services caused by Consultant’s failure to comply with the laws, regulations and policies described in this Section, or any other relevant water quality law, regulation, or policy.

3.3.10.6 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed.

3.3.11 Insurance.

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3.3.11.1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Agreement for cause.

3.3.11.2 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so.
(A) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 00 01, or the exact equivalent, with limits of not less than $1,000,000 per occurrence and no less than $2,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); (3) products/completed operations liability; or (4) containing any other exclusion(s) contrary to the terms or purposes of this Agreement. (B) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 00 01 covering "Any Auto" (Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than $1,000,000 combined limit for each occurrence. (C) Workers' Compensation: Workers' Compensation
Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease. (D) Professional Liability (Errors & Omissions): Professional Liability insurance or Errors & Omissions insurance appropriate to Consultant’s profession with limits of not less than $1,000,000. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least five (5) years from termination or expiration of this Agreement.

3.3.11.3 Insurance Endorsements. Required insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
(A) Commercial General Liability: (1) Additional Insured: The City, its officials, officers, employees, agents, and volunteers shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement.

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Additional Insured Endorsements shall not (1) be restricted to "ongoing operations"; (2) exclude "contractual liability"; (3) restrict coverage to "sole" liability of Consultant; or (4) contain any other exclusions contrary to the terms or purposes of this Agreement. For all policies of Commercial General Liability insurance, Consultant shall provide endorsements in the form of ISO CG 20 10 10 01 and 20 37 10 01 (or endorsements providing the exact same coverage) to effectuate this requirement. (2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (B) Automobile Liability. (1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.
(C) Professional Liability (Errors & Omissions): (1) Cancellation:

Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (2) Contractual Liability Exclusion Deleted: This insurance shall include contractual liability applicable to this Agreement. The policy must “pay on behalf of” the insured and include a provision establishing the insurer’s duty to defend. (D) Workers' Compensation: (1) Cancellation: Required
insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (2) Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the City, its officials, officers, employees, agents, and volunteers.

3.3.11.4 Primary and Non-Contributing Insurance. All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the City, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.

3.3.11.5 Waiver of Subrogation. All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.

3.3.11.6 Deductibles and Self-Insured Retentions. Any deductible or selfinsured retention must be approved in writing by the City and shall protect the City, its officials, officers, employees, agents, and volunteers in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.

3.3.11.7 Evidence of Insurance. The Consultant, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall

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deliver either certified copies of the required policies, or original certificates on forms approved by the City, together with all endorsements affecting each policy. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required coverage, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.

3.3.11.8 Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and authorized to transact business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.

3.3.11.9 Enforcement of Agreement Provisions (non estoppel).

Consultant acknowledges and agrees that actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligation on the City nor does it waive any rights hereunder.

3.3.11.10 Requirements Not Limiting. Requirement of specific coverage or minimum limits contained in this Section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance.

3.3.11.11 Additional Insurance Provisions
(A) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.
(B) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
(C) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (D) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.

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(E) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
(F) Consultant shall report to the City, in addition to Consultant’s insurer, any and all insurance claims submitted by Consultant in connection with the Services under this Agreement.

3.3.11.12 Insurance for Subconsultants. Consultant shall include all subconsultants engaged in any work for Consultant relating to this Agreement as additional insureds under the Consultant's policies, or the Consultant shall be responsible for causing subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City, its officials, officers, employees, agents, and volunteers as additional insureds to the subconsultant's policies. All policies of Commercial General Liability insurance provided by Consultant’s subconsultants performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endorsement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. Consultant shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant’s compliance with all insurance requirements under this Agreement, to the extent applicable. The Consultant shall provide satisfactory evidence of compliance with this section upon request of the City.

3.4 Labor Code Requirements.

3.4.1 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. It is the intent of the parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and 1815 of the Labor Code within this Agreement, and Consultant shall therefore comply with such Labor Code sections to the fullest extent required by law. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

3.4.2 Registration/DIR Compliance. If the Services are being performed on a public works project of over $25,000 when the project is for construction, alteration, demolition, installation, or repair work, or a public works project of over $15,000 when the project is for maintenance work, in addition to the foregoing, then pursuant to Labor Code sections 1725.5 and

ATTACHMENT 3
BB&K (2023) -10- PROFESSIONAL SERVICES AGREEMENT
1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations (“DIR”). Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants.

3.4.3 Compliance Monitoring. This Project may also be subject to compliance monitoring and enforcement by the DIR. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements, including the submission of payroll records directly to the DIR. Any stop orders issued by the DIR against Consultant or any subconsultant that affect Consultant’s performance of services, including any delay, shall be Consultant’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the DIR against Consultant or any subconsultant.

3.4.4 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

3.5 Termination of Agreement.

3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those Services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. The rights and remedies of the City provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law, equity or under this Agreement.

3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request.

3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

3.6 Indemnification.

3.6.1 To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or

ATTACHMENT 3
BB&K (2023) -11- PROFESSIONAL SERVICES AGREEMENT
omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s Services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses except such loss or damage caused by the sole negligence or willful misconduct of the City. Consultant's obligation to indemnify shall survive expiration or termination of this Agreement and shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.

3.6.2 If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.

3.7 General Provisions.

3.7.1 Accounting Records. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.

3.7.2 Independent Contractors and Subcontracting.

3.7.2.1 Use of Consultants. Consultant is aware of statutory and case law regarding classification of workers as independent contractors, including California Labor Code Section 2750.3 and Dynamex Operations West, Inc. v. Superior Court, 4 Cal. 5th 903 (2018). To ensure that Consultant is in compliance with the California Labor Code, Consultant shall only utilize its employees to provide the Services. Consultant may not provide the services through any independent contractor, subcontractor or subconsultant (“Subcontractor(s)”) unless approved by the City as set forth in Section 3.7.2.2 below. Consultant represents and warrants that all personnel who perform the Services on Consultant’s behalf are Consultant’s employees, and that Consultant complies with all applicable laws, rules and regulations governing its employees, including, but not limited to, the California Labor Code, Unemployment Insurance Code and all applicable Industrial Welfare Commission Wage Orders.

3.7.2.2 Prior Approval Required. Consultant shall not use any Subcontractor to provide the Services, or any portion of the work required by this Agreement, without prior written approval of City. In the event that City authorizes Consultant to use a Subcontractor, Consultant shall enter into a written agreement with the Subcontractor, which must include all provisions of the Agreement, including a restriction on the Subcontractor’s use of further independent contractors, subcontractors or subconsultants without the City’s prior written consent.

ATTACHMENT 3
BB&K (2023) -12- PROFESSIONAL SERVICES AGREEMENT

3.7.3 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:

Consultant: Water Systems Consulting, Inc.
805 Aerovista Lane, Suite 201
San Luis Obispo, CA 93401
ATTN: Michael Steele
City: City of Arroyo Grande
300 E. Branch Street
Arroyo Grande, CA 93420
ATTN: Shannon Sweeney, City Engineer
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.7.4 Ownership of Materials and Confidentiality.

3.7.4.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). All Documents & Data shall be and remain the property of City, and shall not be used in whole or in substantial part by Consultant on other projects without the City’s express written permission. Within thirty (30) days following the completion, suspension, abandonment or termination of this Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a form and amount required by City. City reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail to provide to City any such documents pending resolution of the dispute. In addition, Consultant shall retain copies of all Documents & Data on file for a minimum of fifteen (15) years following completion of the Project, and shall make copies available to City upon the payment of actual reasonable duplication costs. Before destroying the Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents.

3.7.4.2 Subconsultants. Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design

ATTACHMENT 3
BB&K (2023) -13- PROFESSIONAL SERVICES AGREEMENT
professionals other than Consultant or its subconsultants, or those provided to Consultant by the City.

3.7.4.3 Right to Use. City shall not be limited in any way in its use or reuse of the Documents and Data or any part of them at any time for purposes of this Project or another project, provided that any such use not within the purposes intended by this Agreement or on a project other than this Project without employing the services of Consultant shall be at City’s sole risk. If City uses or reuses the Documents & Data on any project other than this Project, it shall remove the Consultant’s seal from the Documents & Data and indemnify and hold harmless Consultant and its officers, directors, agents and employees from claims arising out of the negligent use or re-use of the Documents & Data on such other project. Consultant shall be responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only with respect to the condition of the Documents & Data at the time they are provided to the City upon completion, suspension, abandonment or termination. Consultant shall not be responsible or liable for any revisions to the Documents & Data made by any party other than Consultant, a party for whom the Consultant is legally responsible or liable, or anyone approved by the Consultant.

3.7.4.4 Indemnification. Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by City of the Documents & Data, including any method, process, product, or concept specified or depicted.

3.7.4.5 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.

3.7.5 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

3.7.6 Entire Agreement. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements.

3.7.7 Attorneys’ Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorneys’ fees and all costs of such action.

ATTACHMENT 3
BB&K (2023) -14- PROFESSIONAL SERVICES AGREEMENT

3.7.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in San Luis Obispo County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Consultant must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City.

3.7.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.7.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.

3.7.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.

3.7.12 Assignment or Transfer. Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination.

Consultant shall not subcontract any portion of the Services required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.

3.7.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

3.7.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.7.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.

3.7.16 No Third-Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

ATTACHMENT 3
BB&K (2023) -15- PROFESSIONAL SERVICES AGREEMENT

3.7.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.7.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City’s Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

3.7.19 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

3.7.20 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

3.7.21 Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification obligations, shall survive any such expiration or termination. [SIGNATURES ON NEXT PAGE]

ATTACHMENT 3
BB&K (2023) -16- PROFESSIONAL SERVICES AGREEMENT

SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF ARROYO GRANDE AND
WATER SYSTEMS CONSULTING, INC.

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on the day and year first above written.

CITY OF ARROYO GRANDE WATER SYSTEMS CONSULTING, INC.

TWO SIGNATURES, President OR Vice
President AND Secretary OR Treasurer

REQUIRED
Jeff Szytel [email protected]
President and CEO
Jeroen Olthof [email protected]
Secretary
Approved By:

Matthew Downing
City Manager
Approved as to Form:
_____________________________________
Best Best & Krieger LLP
Isaac Rosen, City Attorney
Attested By:

Jessica Matson, City Clerk

BB&K (2020) Exhibit “B”-1 PROFESSIONAL SERVICES AGREEMENT EXHIBIT "A"

SCOPE OF SERVICES

Staff Extension
Services

NORTHERN CITIES MANAGEMENT AREA TECHNICAL GROUP
NCMA

NORTHERN CITIES

MANAGEMENT
AREA
• City of Arroyo Grande • City of Grover Beach
O
•
ceano Community Services District • City of Pismo Beach

June 22, 2026
Ellen Boyle
Senior Administrative
Assistant
[email protected]
WSC San Luis Obispo
805 Aerovista Place
Suite 201
San Luis Obispo, CA 93401
P: 805.457.8833 ext 111
F: 805.888.2764
Michael Steele PE
Project Manager
P: 805.221.7772
E: [email protected]
Jeff Szytel PE
Principal in Charge
P: 805.463.6933
E: [email protected]
WSC confirms it can provide
the required insurance as
described in the RFP.

Dear Ellen,
The Northern Cities Management Area Technical Group (NCMA TG) is seeking a highly qualified consultant that specializes in water supply and water resources engineering. The selected consultant will provide as-needed staff extension services to assist the NCMA TG in managing its water supply portfolios and will provide project management services for the preparation of its Annual Report.

Water Systems Consulting (WSC) is excited for the opportunity to further illustrate our continued commitment to being a trusted partner to the NCMA TG by providing high-quality, insightful, and implementable solutions. WSC is a civil and environmental engineering firm specializing in water supply and resource projects, as well as providing staff extension services to Central Coast and California clients similar to the NCMA TG.

The benefits of selecting WSC include:

Institutional Continuity. WSC has supported the NCMA Agencies for the past fifteen years, bringing direct expertise with NCMA water resource issues. Our Principal in Charge, Jeff Szytel, has worked with the NCMA TG throughout that history on a variety of water resources projects, while our Project Manager, Michael Steele, has a close working relationship with the NCMA TG and its staff. Our historical knowledge and contextual understanding of your agencies’ needs will streamline our work as an extension of staff.

Stewardship of Agency Resources. We will help you maintain ongoing initiatives and only spend time on strategic initiatives at the request of the agencies, minimizing agency staff time and maximizing the value you get with your resources. WSC has delivered every year of the past 5-year contract under budget, saving the agencies over $95k.

Technical Foresight. We will combine our detailed understanding of the NCMA TG’s water supply portfolio with our insight into ongoing initiatives and environmental/regulatory changes, to effectively deliver solutions that improve water resources management opportunities and provide sustainable water supplies for the region.

Implementation Capability. As strategic initiatives shift into implementation, there is value in a full-service firm that can carry an initiative from feasibility through design, permitting, construction, and commissioning without losing institutional knowledge at each handoff.

WSC’s full-service team is positioned to do that work with our in-house team of planners, engineers, and hydrogeologists.

We understand that this is an important decision for the NCMA TG and we hope this proposal demonstrates our continued interest and commitment to your future. We look forward to strengthening our trusted relationships with the NCMA TG member agencies, staff, and your strategic partners. WSC currently has contracts with the NCMA TG and we are confident that we can reach an agreement.

If you have any questions or would like clarification on any aspect of our proposal, please contact WSC’s Project Manager, Michael Steele or our Principal in Charge, Authorized Representative, and WSC President/CEO, Jeff Szytel.

Sincerely,
Water Systems Consulting
Michael Steele
Project Manager
Jeff Szytel
Principal in Charge | WSC President/CEO

Qualifications

Water Systems Consulting, Inc. NCMA TG AS-NEEDED STAFF EXTENSION | 2 Beach
Pismo State
Tiber
Oceano
Beach
Pismo
Beach
Grover Grande
Arroyo
B
Grande
Arroyo
Beach
Pismo
Beach
Pismo State
Oceano
Beach
Grover
0 0.5 1.5
Miles
1 Nipomo Mesa Management Area
Northern Cities Management Area
Santa Maria Valley Management Area
Santa Maria DWR Basin
Northern Cities
Pismo Beach
Grover Beach
OCSD
Arroyo Grande
Pismo Beach 2025 UWMP & Water
Master Plan
Pismo Beach Recycled Water Facilities
Planning Study
Pismo Beach Well 31 Engineering Design
Grover Beach 2020 UWMP
Central Coast Blue Program Management
Arroyo Grande CIP Update and Water
Supply Analysis
Arroyo Grande Water and Sewer Master
Plan Update
Arroyo Grande Subbasin GSP
SSLOCSD Recycled Water Facilities
Planning Study
FY11-25 NCMA Staff Extension Services
Groundwater Model Development
SLO County 2020 UWMP
LEGEND

EXPERIENCE
1 1
2 2
3 3
4 4
5 5
6 6
7 7
8 8
12 12
9 9
10 10
11 11
Tiber
WSC is Your Trusted Partner
WSC has successfully worked alongside the NCMA TG for fifteen years, supporting numerous water resources projects for the NCMA TG and its member and neighboring agencies.

Water Systems Consulting, Inc. NCMA TG AS-NEEDED STAFF EXTENSION | 3 Organizational Chart
WSC has a deep team of qualifi ed staff , many of whom are located near enough to the NCMA TG's service area that they can respond in-person if required. WSC's Project Manager, Michael Steele, has worked with the NCMA TG on multiple projects in the past fi ve years. Michael will assemble a team of qualifi ed staff from the organizational chart below who have the appropriate experience and availability to meet the NCMA TG's staff extension needs. Our team includes planing engineers and a hydrogeologist with direct experience preparing groundwater basin management plans.

Project Manager
„Michael Steele PE
NCMA

NORTHERN CITIES

MANAGEMENT
AREA
• City of Arroyo Grande • City of Grover Beach •
Oceano Community Services District • City of Pismo Beach Principal in Charge
„Jeff Szytel PE
QA/QC & Technical Advisors
Project Managers
Planning & Asset Management
„ Jeroen Olthof PE
„Heather Freed PE
„Brendan Hamilton PWAM
Groundwater
„ Joe Kingsbury PG, CHG
„Michael Goymerac PE
Strategic Communications
„ Sierra Orr
„Cynthia Kahn
„Rob Morrow PE
„Justin Pickard PE, CCM, LEED AP BD+C
„Kendall Houghton PE
Funding and Financing
„Justin Sutton
Data Management
„David Williams
„Brendan Hamilton PWAM
Offi ce Location
„San Luis Obispo
„ Ontario
„ San Diego

Water Systems Consulting, Inc. NCMA TG AS-NEEDED STAFF EXTENSION | 4 Staff Extension and
Engineering Support
Services

NCMA TG
For over fifteen years, WSC has provided integrated water resources planning and staff extension support services for the NCMA TG.

The WSC team has provided staff extension services and led specific initiatives to provide the NCMA TG with responsive water resources planning services including: demand analysis, water supply portfolio optimization, decision support, strategic planning, hydraulic modeling, source of supply reliability and alternatives analysis, and technical support services.

After seawater intrusion was detected in the coastal aquifer in 2009, WSC developed a water supply, production, and
delivery model that allowed the agencies to maximize interagency surface water deliveries and reduce groundwater pumping during the historic drought. The system model
incorporated constraints for available supply, treatment capacity, conveyance pipeline capacity, seasonal system demand, and intertie delivery capacity to develop optimized water supply portfolio management strategies. The most
reliable scenarios for potable water supply and delivery were modeled while considering implications of contractual surface water allocations and declining groundwater basin yields.

Starting/Completion Dates: October 2009 to present
Contract Amount: $1.2 million (total)
Central Coast Blue &
Phase 1B Groundwater
Model
NCMA TG and City of Pismo Beach
WSC provided program management, engineering
design, funding, and environmental document
support services for the Central Coast Blue project
and successfully partnered with our subconsultant,
Geoscience, on the Phase 1B Groundwater Model.

Central Coast Blue involves constructing an advanced
treatment facility to treat secondary wastewater effluent before injecting the treated effluent into the Santa Maria Groundwater Basin to supplement water supplies and
protect the basin from seawater intrusion.

WSC oversaw the development of the Phase 1B
Groundwater Model, which included modeling and
evaluation of the northern portion of the Santa Maria
Groundwater Basin and the modeling of Central Coast
Blue injection and extraction scenarios.

Geoscience’s work on the Phase 1B Model included
development of a lithologic model to identify physical
extents, thickness, continuity, and lithology of the
geologic unit across the model domain. The model
was calibrated for the period of January 1977 through
December 2016 to match observed water levels.

Following model calibration, the team developed and
conducted scenario runs to evaluate the effects of
future pumping and recycled water injection activities
on potential seawater intrusion and the reliability of
groundwater supplies in the region.

Starting/Completion Dates: April 2014 to present
Contract Amount: $2.5 Million

Water Systems Consulting, Inc. NCMA TG AS-NEEDED STAFF EXTENSION | 5 Arroyo Grande Subbasin
GSP
County of San Luis Obispo and the City of
Arroyo Grande
WSC managed the development of the Arroyo Grande
Subbasin GSP for the County of San Luis Obispo and City of Arroyo Grande.

WSC was responsible for project administration, the Projects and Management Actions chapter, and implementation
of the Communications and Engagement Plan. WSC also
led the development of an integrated groundwater-surface water model and dynamic integrated toolsets that enabled the County and its agency partners to model and better
understand the interrelationships between the operations of Lopez Reservoir and groundwater/surface water interactions in Arroyo Grande Creek to advance the development of the Habitat Conservation Plan.

WSC’s team completed four GSA workshops where
stakeholders were engaged in the GSP process and feedback was gathered from the public. The workshop was well
received by stakeholders and the public that attended.

Outreach and communications materials included a handout targeted for the public and other stakeholders.

Starting/Completion Dates: October 2020 to October 2022 Contract Amount: $847,000
On-Call Grant Writing
Management
Water Replenishment District (WRD) of
Southern California
WSC is leading efforts to help WRD, the largest
groundwater agency by population in California with a
420-square-mile service area, and its staff identify and pursue funding for various critical facilities and projects in an adjudicated basin.

WSC supported development of an EPA WIFIA application
to request $81,500,000 to help fund the Torrance
Groundwater Desalter Expansion project. WSC performed
project management and QA/QC for preparation and
submittal of a USBR WaterSMART Planning and Project
Design Grant which was awarded $173,645 to support
development of a Drought Contingency Plan. WSC also
led preparation of an EPA STAG application to request
$2,500,000 secured under Federal appropriations (CPF
Program) to fund a PFAS remediation project for the
benefit of La Habra Heights County Water District. WSC
assisted WRD with development and submittal of an
NOI and full application for the Cal OES FY24 State and Local Cybersecurity Grant Program for Local and Tribal
Governments grant program to perform cybersecurity and
vulnerability assessments of WRD’s operational technology network, which resulted in a successful $200,000 grant
award. WSC also assisted with updates to a Title XVI WIIN Act Feasibility Study for multiple PFAS projects to secure funding eligibility. Additional funding support focused on identifying opportunities for STEM educational programs at the WRD ARC facility and electric vehicle and infrastructure funding for WRD’s fleet.

Starting/Completion Dates: October 2023 to present
Contract Amount: $269,000

Water Systems Consulting, Inc. NCMA TG AS-NEEDED STAFF EXTENSION | 6

REFERENCES
EƵŵďĞƌŽĨLJĞĂƌƐĞŶŐĂŐĞĚŝŶƉƌŽǀŝĚŝŶŐƚŚĞƐĞƌǀŝĐĞƐŝŶĐůƵĚĞĚǁŝƚŚŝŶƚŚĞƐĐŽƉĞŽĨƚŚĞƐƉĞĐŝĨŝĐĂƚŝŽŶƐƵŶĚĞƌ ƚŚĞƉƌĞƐĞŶƚďƵƐŝŶĞƐƐŶĂŵĞ͗ͺͺͺͺͺͺͺͺͺ
ĞƐĐƌŝďĞĨƵůůLJƚŚĞůĂƐƚƚŚƌĞĞĐŽŶƚƌĂĐƚƐƉĞƌĨŽƌŵĞĚďLJLJŽƵƌĨŝƌŵƚŚĂƚĚĞŵŽŶƐƚƌĂƚĞLJŽƵƌĂďŝůŝƚLJƚŽƉƌŽǀŝĚĞ ƚŚĞƐĞƌǀŝĐĞƐŝŶĐůƵĚĞĚǁŝƚŚƚŚĞƐĐŽƉĞŽĨƚŚĞƐƉĞĐŝĨŝĐĂƚŝŽŶƐ͘ƚƚĂĐŚĂĚĚŝƚŝŽŶĂůƉĂŐĞƐŝĨƌĞƋƵŝƌĞĚ͘dŚĞŝƚLJ ƌĞƐĞƌǀĞƐƚŚĞƌŝŐŚƚƚŽĐŽŶƚĂĐƚĞĂĐŚŽĨƚŚĞƌĞĨĞƌĞŶĐĞƐůŝƐƚĞĚĨŽƌĂĚĚŝƚŝŽŶĂůŝŶĨŽƌŵĂƚŝŽŶƌĞŐĂƌĚŝŶŐLJŽƵƌ ĨŝƌŵΖƐƋƵĂůŝĨŝĐĂƚŝŽŶƐ͘
Reference No. 1
ƵƐƚŽŵĞƌEĂŵĞ
ŽŶƚĂĐƚ/ŶĚŝǀŝĚƵĂů
dĞůĞƉŚŽŶĞΘ
ŵĂŝů
^ƚƌĞĞƚĚĚƌĞƐƐ
ŝƚLJ͕^ƚĂƚĞ͕ŝƉŽĚĞ
ĂƚĞŽĨ^ĞƌǀŝĐĞƐ
ŽŶƚƌĂĐƚŵŽƵŶƚ
ĞƐĐƌŝƉƚŝŽŶŽĨ^ĞƌǀŝĐĞƐ
WƌŽũĞĐƚKƵƚĐŽŵĞ
Reference No. 2
ƵƐƚŽŵĞƌEĂŵĞ
ŽŶƚĂĐƚ/ŶĚŝǀŝĚƵĂů
dĞůĞƉŚŽŶĞΘ
ŵĂŝů
^ƚƌĞĞƚĚĚƌĞƐƐ
ŝƚLJ͕^ƚĂƚĞ͕ŝƉŽĚĞ
ĂƚĞŽĨ^ĞƌǀŝĐĞƐ
ŽŶƚƌĂĐƚŵŽƵŶƚ
ĞƐĐƌŝƉƚŝŽŶŽĨ^ĞƌǀŝĐĞƐ
WƌŽũĞĐƚKƵƚĐŽŵĞ
17 Northern Cities Management Area TG
October 2009 to present
Services including demand analysis, water supply portfolio optimization, decision support, strategic planning, hydraulic modeling, source of supply reliability and alternatives analysis, and technical support services. $1.2 million (total)
For over 15 years, WSC has provided integrated water resource planning and staff extension support services for the NCMA TG.

County of San Luis Obispo and the City of Arroyo Grande WSC managed the development of the Arroyo Grande Subbasin GSP for the County of San Luis Obispo and City of Arroyo Grande.

WSC was responsible for project administration, the Projects and Management Actions chapter, and implementation of the Communications and Engagement Plan. WSC also led the development of an integrated groundwater-surface water model and dynamic integrated toolsets October 2020 to October 2022
$847,000
(805) 473-5464 | [email protected]
300 E Branch St
Arroyo Grande, CA 93420
Shane Taylor, Former Utilities Manager
Shannon Sweeney, City Engineer
(805) 473-5444 | [email protected]
300 E. Branch St.

Arroyo Grande, CA 93420
Reference No. 3
ƵƐƚŽŵĞƌEĂŵĞ
ŽŶƚĂĐƚ/ŶĚŝǀŝĚƵĂů
dĞůĞƉŚŽŶĞΘ
ŵĂŝů
^ƚƌĞĞƚĚĚƌĞƐƐ
ŝƚLJ͕^ƚĂƚĞ͕ŝƉŽĚĞ
ĂƚĞŽĨ^ĞƌǀŝĐĞƐ
ŽŶƚƌĂĐƚŵŽƵŶƚ
ĞƐĐƌŝƉƚŝŽŶŽĨ^ĞƌǀŝĐĞƐ
WƌŽũĞĐƚKƵƚĐŽŵĞ
WSC is leading efforts to help WRD, the largest groundwater agency by population in California with a 420-square-mile service area, and its staff identify and pursue funding for various critical facilities and projects.

WSC supported development of an EPA WIFIA application to request $81,500,000 to help fund the Torrance Groundwater Desalter Expansion project. For additional examples, see page 5.

Water Replenishment District of Southern California
October 2023 to present
$269K
4040 Paramount Blvd
Lakewood, CA 90712
Esther Valle Rojas, Manager of Watermaster and Water Resources (562) 275-4259 | [email protected]

Water Systems Consulting, Inc. NCMA TG AS-NEEDED STAFF EXTENSION | 7

EDUCATION
BS, Civil Engineering, Texas A&M
University

PROFESSIONAL

REGISTRATIONS
Professional Engineer - Civil, California,
No. 91874
“I am passionate about
developing sustainable
solutions to complex
problems, especially
as it relates to keeping
water safe, available,
and affordable.”

PROJECT MANAGER
Michael has over eight years of engineering and project management experience for water and sanitation projects. He has worked with a range of organizations to implement solutions in contexts ranging from small, rural villages to large municipalities. He is passionate about leveraging interdisciplinary teams with diverse viewpoints to create innovative solutions to challenging problems. Michael’s expertise includes project management, water resources planning and management, data analysis and visualization, funding and fi nancing, facilitation and communication, rural water system design, and community development.

REPRESENTATIVE PROJECTS
Staff Extension Services, Northern Cities
Management Area Technical Group, San Luis
Obispo County, CA. Project Manager. Providing
staff extension services for the cities of Arroyo
Grande, Grover Beach, Pismo Beach, and the
Oceano Community Services District to help them
meet their court-mandated requirements for their
collective management of the shared groundwater
basin. Michael coordinates and facilitates monthly
meetings of the NCMA Technical Group.

Additional support tasks include updating monthly
groundwater production reports and database,
managing an Annual Report consultant, providing
as-needed technical analysis for a variety of
potential impacts to the groundwater basin.

Central Coast Blue, City of Pismo Beach, CA.

Deputy Program Manager. Implemented and
managed program controls, coordinated designs
between diff erent teams, provided engineering
review and oversight, developed and managed
a program cash-fl ow model, and supported
the environmental evaluation and permitting.

Additionally, he authored grant funding applications,
developed permit applications, and coordinated with
stakeholders, the public, regulators, and funding
agencies.
2024 Capital Improvement Program and Water
Supply Update, City of Arroyo Grande, CA. Project
Manager. The City of Arroyo Grande is updating
their water and wastewater Capital Improvement
Program to inform future budgeting eff orts and
prioritize system maintenance and improvements.

Michael is serving as the Project Manager,
overseeing the work and ensuring the CIP update
will provide the city a fl exible and implementable
plan for the next decade.

On-Call Grant Management, Water
Replenishment District of Southern California,
Lakewood, CA. Engineering Support. The Bureau of
Reclamation’s WaterSMART Drought Response
Program provides fi nancial assistance for applicants
to develop a drought contingency plan. Michael
authored a funding application to help WRD
formalize their drought management strategies into
a formal multi-stakeholder plan to help prepare for
future droughts in an adjudicated basin.

Water Reclamation Facility Replacement
Program, City of Atascadero, CA, CA. Engineering
Support. WSC is helping the City of Atascadero to
determine what is needed to keep the City's Water
Reclamation Facility in compliance with current and
future regulations. Authored a funding application
to leverage state grant funds to support the
development of a recycled water feasibility study.

Drought Contingency Plan, East Valley Water
District, Highlands, CA. Engineering Support.

Funded by a Bureau of Reclamation grant, Michael
led the development of a dynamic data analysis
and visualization tool that helps the District meet
their state reporting requirements and helps them
develop a range of potential future water supply and
demand scenarios based on the identifi cation and
extrapolation of historical trends.

Michael Steele PE
Michael Steele

Water Systems Consulting, Inc. NCMA TG AS-NEEDED STAFF EXTENSION | 8

EDUCATION
MBA, UCLA Anderson
School of Management
MS, Civil Engineering, University
of California Los Angeles
BS, Civil and Environmental
Engineering, University of
California Davis

REGISTRATIONS
Professional Engineer - Civil,
CA, No. 63004
“I am passionate about
creating a better water
future for our communities
and environment. I founded
WSC in 2007 to pursue
this vision with a focus
on the human connection
that brings transformative
solutions to life. I look
forward to earning your
trust and building a better
water future together!

PRINCIPAL IN CHARGE
Jeff Szytel has 27 years of experience in civil and environmental engineering specializing in water, wastewater, and recycled water systems. He founded WSC in 2007 to pursue a simple premise: provide personalized service, sustainable solutions, and lasting value to the communities we serve. Jeff 's expertise includes project and program management, integrated water resources planning, capital improvement planning, and water and wastewater treatment facility evaluation, optimization and design. Jeff is a skilled organizational strategist focused on developing and implementing regional, multibenefi t projects and programs. He specializes in strategic analysis and communication, inter-agency negotiations and facilitation and organizational development.

REPRESENTATIVE PROJECTS
Staff Extension Services, Northern Cities
Management Area Technical Group, San Luis
Obispo County, CA. Principal in Charge. Provided
as-needed engineering services for the City of
Arroyo Grande, City of Grover Beach, City of
Pismo Beach, and the Oceano Community
Services District. Coordinated monthly meetings of
the Northern Cities Management Area Technical
Group. Interfaced with local and statewide
regulatory agencies as an authorized agent of the
Northern Cities.

Water Resources Engineering Services, Northern
Cities Management Area Technical Group, San
Luis Obispo County, CA. Project Manager. Provided
as-needed water resources engineering services
to support the Northern Cities Management
Area Technical Group, which consists of the
Cities of Pismo Beach, Arroyo Grande, Grover
Beach, and the Oceano Community Services
District. Responsibilities include technical review
and guidance, planning assistance, groundwater
management assistance, and general water
resources engineering support.

Lopez Pipeline Hydraulic Analysis, Northern Cities
Management Area Technical Group, San Luis
Obispo County, CA. Project Manager. Conducted
a hydraulic evaluation of the Lopez Pipeline that
delivers water from the Lopez Water Treatment
Plant near Lopez Reservoir to the Cities of Pismo
Beach, Arroyo Grande, Grover Beach and the
Oceano Community Services District. The pipeline
extends roughly 16 miles and ranges in size from
8- to 36-inches in diameter. The goal of this project
is to determine the pipeline’s capacity for delivering
additional State Water Project water to the
Northern Cities on an emergency basis. Gathered
and compiled existing information on the Lopez
Pipeline, developed operational and evaluation
criteria and modeling scenarios, developed a
WaterGEMS model of the system, planned,
coordinated and conducted a four hour fl ow test
on the pipeline for the purpose of model calibration,
and completed capacity analysis.

Water and Sewer Master Plans, City of Arroyo
Grande, CA. Principal in Charge. Prepare hydraulic
models for the City’s water distribution and
wastewater collection systems using WaterGEMS
and SewerGEMS, respectively. Prepare update
system mapping using GIS, developed spatially
allocated demands using customer data, conducted
fl ow monitoring, lift station draw down tests, and fi re hydrant fl ow tests to calibrate the models. Used the
models to complete a capacity-based assessment
and recommend capital improvement projects.

Recycled Water Facilities Planning Study, City of
Pismo Beach, CA. Principal in Charge. Prepare a
facilities planning study, funded in part by a planning grant from the California State Water Resources
Control Board Water Recycling Funding Program.

Investigated multiple alternatives to put the City’s
treated wastewater to benefi cial use.

Jeff Szytel
Jeff Szytel PE

Water Systems Consulting, Inc. NCMA TG AS-NEEDED STAFF EXTENSION | 9

QA/QC AND TECHNICAL ADVISOR
Rob Morrow’s 26 years of engineering experience centers on integrated water resources planning with a focus on long-term supply planning and implementation of recycled water projects from concept to operation for applications ranging from agricultural irrigation to potable reuse. He has led large and small recycled water master plans and preliminary designs across California and has led integrated water resources planning projects that analyzed water supply and demand portfolios that include imported water supplies, surface water, groundwater, stormwater, rainwater, graywater, groundwater recharge, and in-lieu recharge. Rob is experienced with fi nancial revenue and funding strategy planning as well as preparation of multiple successful state and federal grant and loans.

REPRESENTATIVE PROJECTS
Test Injection Well and Data Collection Phase,
Central Coast Blue, City of Pismo Beach, CA.

Project Manager. Managed the pre-design data
collection eff orts funded by a $2.0 million grant
from the State Water Resources Control Board
under Proposition 1 Groundwater Sustainability
Grant Program. The primary eff ort entailed
permitting, design, construction, and testing of one
injection well and two monitoring wells to inform
modeling and design of the Central Coast Blue
project. The eff ort also included a groundwater
antidegradation analysis, aerial geophysics
investigation, soil leaching study, and well siting
analysis. Aquifer testing data from the test injection
well and aerial geophysics data were used to update
the groundwater model to determine injection
well capacity and locations. Soil and water quality
data were used to conduct the groundwater antidegradation analysis and soil leaching study, which informed treatment design for water conditioning.

Holds weekly coordination meetings with City Staff
and technical teams and provides updated schedules
and progress reports. Researches permits, reviews
technical drawings and designs, assesses CEQA
scoping, analyzes myriad data, and reviews work
plans, among other various tasks.

Basin Management Plan Program Management
and Implementation, Pajaro Valley Water
Management, Watsonville, CA. Project Engineer.

Manage implementation team for Pajaro Valley
Water Management Agency’s (PVWMA)
Basin Management Plan, including construction
of 22-mile pipeline to deliver an import water
supply (CVP) that will be blended with recycled
water from an 8 mgd tertiary treatment plant
and delivered to agricultural water users along
the coast via a 30-mile distribution pipeline. Rob
led project controls eff ort that included detailed
scheduling, cost tracking and projections, consultant
management, and weekly and monthly reports.

He worked with agency and fi nancial consultant to
develop fi nancial revenue and funding strategies
for phased implementation of the projects that
addresses cash fl ow and capital constraints. Rob is
also managing the design consultant’s fi nal design
of the recycled water agricultural distribution
system and provided technical support for the
environmental document consultant’s eff orts during
writing of the Basin Plan’s EIS and the import water
supply EIR/EIS. Rob provided technical support
for acquisition of numerous federal, state, and local
environmental permits in preparation for pipeline
and distribution system construction.

Groundwater Basins Master Plan, Water
Replenishment District of Southern California,
Lakewood, CA. Project Engineer. Provide technical
and strategic support for the development of a longterm plan for two adjudicated basins: the Central and West Coast Groundwater Basins of southern
Los Angeles County. Working closely with the basin
pumpers and other stakeholders, the plan identifi ed
and evaluated alternatives for meeting anticipated
future groundwater demands.

Rob Morrow
Rob Morrow PE

EDUCATION
MS, Civil / Environmental
Engineering, U.C. Berkeley
BS, Civil / Environmental
Engineering, Vanderbilt University

PROFESSIONAL

REGISTRATIONS
Professional Engineer - Civil,
California, No. C68916
“I have dedicated
my career to helping
agencies cost-effectively
navigate today’s complex
water challenges with
integrated, system wide
approaches to water
resources management.”

Water Systems Consulting, Inc. NCMA TG AS-NEEDED STAFF EXTENSION | 10

QA/QC AND TECHNICAL ADVISOR
Justin Pickard has more than 24 years of experience as a construction manager, supervising engineer, and project manager on a diverse range of civil engineering projects. He has worked both as a consultant for numerous public agencies and as a supervising engineer for one of the largest municipal water districts in California, managing complex water, wastewater, and recycled water projects. Justin’s expertise includes program, project, and construction management for water resources projects.

REPRESENTATIVE PROJECTS
Central Coast Blue, City of Pismo Beach, Pismo
Beach, CA. Program Manager. Provided program
management, detailed design, funding, and
permitting support services for an indirect potable
reuse, groundwater replenishment and seawater
intrusion prevention project. The project included
design of a new advanced water purifi cation facility
with ultrafi ltration, reverse osmosis, and ultraviolet disinfection/advanced oxidation; design of injection
and monitoring wells; design of purifi ed water and
secondary effl uent pipelines; grant funding and
low-interest fi nancing application preparation;
regulatory coordination; and public outreach.

On-Call Grant Writing Management, Water
Replenishment District of Southern California,
Lakewood, CA. Project Manager. Prepared
application materials to pursue grant funding and
low-interest fi nancing in support of the District’s
capital improvement program. Researched and
identifi ed available funding opportunities that
aligned with District’s projects. Prepared grant
applications for USBR Drought Contingency
Planning Program, US EPA Community Grant
Program, and Cal OES Cybersecurity Grant
Program. Prepared loan application materials for
US EPA WIFIA Program.

Community Workforce Agreement Support,
City of San Luis Obispo, San Luis Obispo, CA.

Project Manager. Assisted City staff with an analysis
of the potential implementation of a community
workforce agreement (i.e., project labor
agreement) for the City's capital improvement
projects. Served as member of negotiating team
and supported negotiations with Tri-Counties
Building and Construction Trades Council to
negotiate fi nal agreement. Prepared meeting
materials and presented updates to City Council.

Title 22 Engineering Report, City of San Luis
Obispo, San Luis Obispo, CA. Project Manager.

Project included preparation of an Engineering
Report to satisfy Title 22 requirements governing
the use of recycled water produced though an
upgraded treatment process (MBR and UV) at
the City’s Water Resource Recovery Facility.

Authored report sections and coordinated with
City staff to compile report content related to
City’s operation and maintenance of the recycled
water treatment process. Coordinated with the
State Water Resources Control Board Division of
Drinking Water to facilitate approval of report.

CSA16 Shandon Dual Water Tank Project, County
of San Luis Obispo Public Works Department,
Shandon, CA. Project Manager. Project includes
design of a new 375,000-gallon welded steel
storage tank to provide supplemental storage and
meet fi re fl ow demands in the Shandon area.

Improvements include a new storage tank, control
panel and instrumentation with solar power system,
tank overfl ow and drain piping, and miscellaneous
site improvements. Prepared detailed design
drawings, technical specifi cations, and opinion of
probable construction cost.

North Pleasant Valley Desalter Project, City of
Camarillo, CA. Construction Manager. Provided
program and construction management support
for construction and operation of a $42 million
reverse osmosis groundwater desalter facility. The
desalter facility treats 4,500 AFY of brackish
groundwater and yields 3,800 AFY of potable
water, allowing the City to more than double its
local water supply.

Justin Pickard
Justin Pickard PE, CCM,
LEED AP BD+C

EDUCATION
BS, Civil Engineering, University of
Texas at Austin, Austin, TX

PROFESSIONAL

REGISTRATIONS
Professional Engineer - Civil, California,
No. 71816
Certifi ed Construction Manager, No.
14107
LEED AP BD+C, No. 10183662
“I’m passionate about
helping our clients deliver
projects and programs
from concept through
construction and operation.

It’s incredibly rewarding
to see the culmination of
a team’s hard work in the
physical improvements that
benefi t the communities
where we live and work.”

Water Systems Consulting, Inc. NCMA TG AS-NEEDED STAFF EXTENSION | 11

QA/QC AND TECHNICAL ADVISOR
Kendall is a Professional Civil Engineer with environmental engineering experience specializing in water and wastewater treatment design. She has experience in hydraulic analysis, pump station design and analysis, wastewater and wastewater treatment and water master planning. Her graduate studies focused on water security analysis, water demand management optimization, with an emphasis on characterizing the drivers of household water demand.

REPRESENTATIVE PROJECTS
Northern Cities Staff Extension Services Fiscal
Years 16-17, 17-18, 18-19, 19-20, and 20-21,
Engineering Services. Cities of Arroyo Grande, Pismo
Beach, Grover Beach, and Oceano, CA. Project
Engineer. Provided as-needed engineering services
for the City of Arroyo Grande, City of Grover
Beach, City of Pismo Beach, and the Oceano
Community Services District. Coordinated
monthly meetings of the NCMA Technical Group.

Interfaced with local and statewide regulatory
agencies as an authorized agent of the Northern
Cities. Tasks include preparing monthly agendas,
updating the monthly groundwater production
report and database, reviewing their Annual Report,
developing a comparison summary of Annual
Reports from the NCMA and NMMA, drafting
a Case Management Conference Statement,
preparing GIS exhibits and excel graphics for the
NCMA Case Management Conference.
2020 Urban Water Management Plan, San
Luis Obispo County Flood Control and Water
Conservation District, CA. Contributing Author.

Developed the Zone 3 2020 UWMP which
included a Demand Management Measures
Technical Memorandum. In addition to developing
the 2020 UWMP, Dan has assisted the Zone
3 stakeholders in developing a plan to limit
downstream releases and municipal diversions from
Lopez Reservoir during periods of low reservoir
storage (i.e. less than 20,000 AF) to preserve
water within the reservoir, above the minimum pool
level, for a minimum of 3 to 4 years.

Alternatives Analysis for Water Reclamation
Facility Improvements and Upgrades, City of
Atascadero, CA. Staff Engineer. Assisted with
development of an alternatives analysis for the
City of Atascadero's WRF to determine what the
City needed to do to keep the treatment facility in
compliance with regulations. Assisted the City in
gaining a better understanding of the effl uent limits
that will apply to the WRF. The alternatives analysis
established effl uent limit targets, updated WRF
fl ows and loads, and created two alternatives for
further economic and non-economic evaluations.

On-Call Groundwater Modeling and Well
Equipping, City of San Luis Obispo, CA. Staff
Engineer. Assisted with program management
services for a groundwater modeling and well
equipping project. Aided development of a
preliminary design to equip the existing well on
the Water Resource Recovery Facility site near
Highway 101 and evaluated treatment alternatives
and benefi cial uses for the well. Provided as-needed
support the City in funding opportunities for the
project.

Central Coast Blue, City of Pismo Beach,
CA. Engineering Support. Providing Program
Management, Preliminary Design, Funding, and
Environmental Document Support services for
the Indirect Potable Reuse project that will recover
secondary effl uent from the City of Pismo Beach
and the South San Luis Obispo County Sanitation
District’s wastewater treatment plants, a resource
currently discharged to the Pacifi c Ocean.

Kendall Stahl
Kendall Houghton PE, MS

EDUCATION
MS, Civil and Environmental
Engineering, University of Adelaide
BS, Environmental Engineering,
California Polytechnic State
University, San Luis Obispo

PROFESSIONAL

REGISTRATIONS
Professional Engineer, Civil, CA
No. 91431
“I am passionate about
creating practical
yet innovative water
solutions for our
communities and helping
to make them a reality.”

Water Systems Consulting, Inc. NCMA TG AS-NEEDED STAFF EXTENSION | 12

GROUNDWATER
Joe is a Professional Geologist and Certifi ed Hydrogeologist with 25 years of diversifi ed experience with groundwater, geotechnical, and environmental projects performed for numerous municipalities, state agencies, and private clients throughout California. His recent project expertise includes well siting assessments, preliminary and fi nal municipal well designs, construction management and inspection for municipal supply and injection wells, and well rehabilitation prioritization plans. Joe has a keen ability to recognize how and when to initiate leadership and eff ective communication needed to maintain successful collaboration among groups consisting of technical and non-technical participants alike on water supply projects.

REPRESENTATIVE PROJECTS
Central Coast Blue Proposition 1 Planning Grant
Activities, Multiple Agencies, Pismo Beach,
CA. Hydrogeologist. Lead hydrogeologist for the
planning and implementation of project injection
and monitoring wells. For the initial phase, he
prepared the technical plans and specifi cations
and provided construction management services
(CMS) and fi nal design for a test injection
well and associated nested monitoring well.

He recently completed a siting study for the
remaining Phase 1 & 2 injection wells and is
currently updating planning level cost estimations
for construction and CMS of six injection wells
and nine nested monitoring wells.

On-Call Hydrogeological Services, Eastern
Municipal Water District, Perris, CA. Project
Manager. Since 2019, provided on-call
hydrogeologic and management services to
the District’s Groundwater Development
group on a variety of projects/programs, such
as groundwater resource studies, groundwater
monitoring programs, well condition assessments,
well permitting, Drinking Source Water Drinking
Water Source Assessment and Protection
(DWSAP), and well installations. Additionally,
the District relies on his technical expertise
and support to develop and update Standard
Operational Procedures for fi eld groundwater
sampling methods, technical specifi cations for
well drilling, construction and testing, and design
Joe Kingsbury
Joe Kingsbury PG, CHG

EDUCATION
BA, Geology, The Ohio State
University

PROFESSIONAL

REGISTRATIONS
Professional Geologist,
California, No. 8680
Certifi ed Hydrogeologist,
California, No. 1019
“I strive to provide my
clients the type of service
that I would expect:
responsive, informed
and committed to their
success. The reward
comes with identifying
effective ways to reduce
costs and working
through technical
challenges.”
and selection of groundwater monitoring and
sampling trailers and equipment. One highlight
includes the Perris II Reverse Osmosis Treatment
Facility project which Joe:
• Participated in Technical Advisory Committee
meetings and assisted with fi nalizing the
Monitoring and Reporting Plan (MRP).
• Developed a sampling plan and summary
report for a pilot program to demonstrate the
use of sonde technology to vertically profi le
TDS and nitrate concentrations in wells.

Another highlight includes Joe’s role with the
Perris North Program, which he:
• Developed the MRP and preliminary
pumping plan in accordance with the
requirements of the Proposition 1 grant
agreement.
• Technical team member during the siting,
preliminary design, and development of bid
packages (specifi cations) for nested and
clustered monitoring wells at 15 sites.

Paso Robles Groundwater Basin Model Update
and Supplemental Water Supply Options
Study, San Luis Obispo County Flood Control
and Water Conservation District, Paso Robles,
CA. Project Manager. Joe completed the role of
project manager for the update, refi nement and
recalibration of the Paso Robles Groundwater
Basin Model.

Water Systems Consulting, Inc. NCMA TG AS-NEEDED STAFF EXTENSION | 13

PLANNING AND ASSET MANAGEMENT
Jeroen Olthof brings 30 years of experience in planning, design, and management of water and wastewater infrastructure. He specializes in hydraulic modeling of pipe networks, feasibility studies, infrastructure condition assessment, and comprehensive master planning. His experience includes database development and integration of geographic information systems (GIS) with hydraulic models, recycled water customer databases, and asset databases. He has developed and maintained custom databases to track recycled water customers and generate reports for regulatory agencies and other stakeholders. Jeroen has also developed condition assessment programs and decision algorithms to support capital improvement planning and maintenance optimization.

He has published several technical papers on hydraulic modeling and infrastructure condition assessment.

REPRESENTATIVE PROJECTS
Coastal Branch Capacity Assessment, County of
San Luis Obispo, CA. Project Engineer. Prepared
a capacity assessment of the Coastal Branch of
the State Water Project and the Chorro Valley
Pipeline for the County of San Luis Obispo and the
Central Coast Water Authority. Project includes
developing a computer model of the pipelines
using WaterGEMS GIS based hydraulic modeling
software, developing various supply and delivery
scenarios, and completing a comprehensive
capacity assessment. The Coastal Branch facilities
include more than 100 miles of pipeline varying in
diameter from 60-inches to 33-inches, three (3)
100 cfs pump stations, multiple valve and hydraulic
control structures, and nine (9) reservoirs varying in
size from 3 to 6 million gallons. The Chorro Valley
Pipeline includes 12 miles of pipeline varying in
diameter from 16 to 12-inches.

Enhanced State Water Project Delivery,
Assessment, San Luis Obispo County Flood
Control and Water Conservation District, San
Luis Obispo, CA. Project Engineer. Conducted
a hydraulic evaluation of the Lopez Pipeline that
delivers water from the Lopez Water Treatment
Plant near Lopez Reservoir to the Cities of Pismo
Beach, Arroyo Grande, Grover Beach and the
Oceano Community Services District. The pipeline
extends roughly 16 miles and ranges in size from
8-inches to 36-inches in diameter. The goal of this
project is to determine the pipeline's capacity for
delivering additional State Water Project water to
the Northern Cities on an emergency basis.

On-Call Reservoir Safe Annual Yield Analysis, City
of San Luis Obispo, San Luis Obispo, CA. Role.

In order to account for unprecedented drought
conditions, completed are-assessment of the safe
annual yield provided by two water supply reservoirs,
Salinas Reservoir and Whale Rock Reservoir. The
City relies on water from both reservoirs to meet
demands. The reservoirs have diff erent sizes relative
to their annual infl ow and are located in diff erent
climate zones. Another operational constraint is that
Whale Rock Reservoir is a shared-use reservoir with
additional withdrawals by the State and the Town
of Cayucos. Developed a spreadsheet model that
uses historical data for precipitation, evaporation,
and fl ow to simulate the annual withdrawal the City
can make from each reservoir without violating
any operating criteria. The model was also used to
assess how climate change could aff ect the reliability of the City’s future supply from these reservoirs.

The results of this analysis indicated a signifi cantly lower safe yield than previously used for integrated
water resources planning. The signifi cant results
of the analysis were incorporated into the City’s
2018 Water Resources Status Report and will be
incorporated in the 2020 UWMP. Jeroen Olthof
Jeroen Olthof PE, MS, MBA

EDUCATION

MBA, USC
MS, Civil Engineering,
University of Washington
BS, Civil Engineering,
University of Colorado Boulder

PROFESSIONAL

REGISTRATIONS
Professional Engineer - Civil, California,
No. C58597
Professional Engineer – Civil, Oregon,
No. C94671

ARTICLES
San Diego’s Recipe for Overfl ow
Reduction, Public Works, June, 2004.

Capacity Assurance Sets Stage for
CMOM Success, Waterscapes, Vol. 13,
No. 2, May, 2002
“Reliable access to clean
drinking water and
sanitation is fundamental to
maintaining and improving
our quality of life.”

Water Systems Consulting, Inc. NCMA TG AS-NEEDED STAFF EXTENSION | 14

PROFESSIONAL EXPERIENCE
Heather Freed is a Professional Engineer with nine years of experience in integrated planning, modeling, and master planning for water supply, treatment, and distribution systems. She has supported integrated water resources planning projects that evaluate demand projections and water supplies, including surface water, imported water, groundwater, recycled water, stormwater, and desalinated water, by assessing availability, constraints, future risks, climate change impacts, and costs to develop and recommend a future supply portfolio. She has performed hydraulic modeling and distribution system analysis for future demand projection, capacity evaluation, supply balancing, system operations, and infrastructure analysis for design projects.

REPRESENTATIVE PROJECTS
Central Coast Blue Program Management,
Permitting, and Final Design, City of Pismo
Beach, CA. Engineering Support. Provided hydraulic
modeling and preliminary design for the indirect
potable reuse project that will recover secondary
effl uent from the City of Pismo Beach’s and the
South San Luis Obispo County Sanitation District’s
wastewater treatment plants, a resource currently
discharged to the Pacifi c Ocean. Modeled the
existing treatment plant effl uent pump station and
developed a solution to eliminate the need to a
new infl uent pump station the proposed advanced
treatment facility.

Chorro Valley Pipeline Modeling, County of San
Luis Obispo Public Works Department, CA. Project
Manager. Evaluated impacts along the Chorro Valley
Pipeline (CVP) with a new intertie to deliver State
Water Project (SWP) water to Los Osos. Using the
existing CVP hydraulic model, evaluated baseline
conditions using maximum water delivery amounts
to the California Men’s Colony, Cuesta, County
Operations Center, and City of Morro Bay, and the
impact to baseline conditions with delivery of water
through the proposed Los Osos Intertie. Modeled
pipeline velocity and pressures and provided
comparison to the CVP design criteria.

District Engineering Services, San Miguel
Community Services District, CA. Project Manager.

Project Manager for a variety of engineering
services to support the San Miguel Community
Services District. This includes acting on the
District's/owner's behalf providing design program
oversight, an alternatives analysis and feasibility
study, environmental compliance and permitting,
and grant funding administration for the District's
Wastewater Treatment Plant Updates Program
and similar services for the District's Sewer Lining
and Manhole Rehabilitation Program. Additional
services include oversight and review of designs
prepare by others for District projects and routine
District engineering tasks.
2020 and 2015 UWMPs and Water Master Plan
Update, City of Pismo Beach, CA. Staff Engineer.

Performed an update of the City of Pismo Beach
2004 Water Master Plan. Created and calibrated
an all-pipes, spatially allocated demand hydraulic
model of the City’s water distribution system
using Bentley’s WaterGEMS software. Used the
hydraulic model to evaluate capacity limitations
for current and future buildout scenarios and
opportunities to optimize operations. Developed
condition-based replacement plans for aging
infrastructure and an updated CIP project list to
prepare the City for budget planning.

Hydraulic Model Update & Booster Pump Station
Alternatives Evaluation, San Miguel Community
Services District, CA. Project Manager. Developed
and calibrated a new water system hydraulic
model for the District. Developed future demand
scenarios that include signifi cant development
within the water system. Develop and model
multiple alternatives with new storage and booster
pump station facilities to improve existing system
defi ciencies and meet future demand. Provide a
recommended storage and pump station solution.

Heather Freed
Heather Freed PE

EDUCATION
MS, Civil and Environmental
Engineering, California State
Polytechnic University, San Luis Obispo
BS, Environmental Engineering,
California State Polytechnic University,
San Luis Obispo

PROFESSIONAL

REGISTRATIONS
Professional Engineer – Civil, CA, No.
89406
“Water is life, and I’m
motivated to help our clients
fi nd creative solutions for
their water resources to
continue to provide clean,
reliable, and affordable
water to our communities.”

Work Program

Understanding the NCMA TG’s Needs
The NCMA TG agencies have a long history of collaboration in the management of local water resources. These efforts were recognized by the court in the groundwater basin adjudication process, and the court subsequently appointed the NCMA TG agencies with implementing a monitoring program and maintaining reporting on the basin. Local water supply reliability is increasingly strained, with threats ranging from litigation and environmental constraints to seawater intrusion and over pumping. Mitigating these threats and managing court-appointed responsibilities constitutes a heavy workload for the NCMA TG agency staff, who are already stretched thin due to their broad range of responsibilities. The NCMA TG agencies are seeking knowledgeable and efficient support from a consulting firm to provide staff extension services and help achieve the NCMA TG’s objectives. The NCMA TG relies upon its staff extension consultant to provide regular technical, managerial, and administrative support in coordination with the agencies to facilitate the regular activities of the NCMA TG. Additionally, the consultant partner is expected to provide valuable leadership and guidance as the agencies navigate ongoing water supply threats on the path to a sustainable, drought-resilient water supply portfolio.

Understanding and Approach
WSC’s responsive, cost-effective approach to staff extension engineering services will continue to meet the NCMA TG’s requirements under the Stipulation while supporting the NCMA TG agencies in protecting and enhancing local water resources.

Our approach to continue providing exemplary staff extension services is built upon four pillars:

Water Systems Consulting, Inc. NCMA TG AS-NEEDED STAFF EXTENSION | 15 Institutional Continuity: We have supported the NCMA TG Agencies for the past fifteen years, bringing direct expertise with NCMA TG water resource issues. Our Principal in Charge, Jeff Szytel, has worked with the NCMA TG throughout this fifteen year history on a variety of water resources projects, while our Project Manager, Michael Steele, has a close working relationship with the NCMA TG and its staff on multiple different projects. Our historical knowledge and contextual understanding of your agencies’ needs will streamline our work as an extension of staff.

Stewardship of Agency Resources: The NCMA TG knows from experience it is getting a truly asneeded partner with WSC. We will help you maintain ongoing initiatives and only spend time on strategic initiatives at the request of the agencies, minimizing agency staff time and maximizing the value you get with your resources. WSC has delivered every year of the past 5-year contract under budget, saving the agencies over $95k.

Technical Foresight: We will combine our detailed understanding of the NCMA TG’s water supply portfolio with our insight into ongoing initiatives and environmental/regulatory changes, to effectively deliver solutions that improve water resources management opportunities and provide sustainable water supplies for the region.

Implementation Capability: As strategic initiatives shift into implementation, there is value in a fullservice firm that can carry an initiative from feasibility through design, permitting, construction, and commissioning without losing institutional knowledge at each handoff. WSC’s full-service team is positioned to do that work with our in-house team of planners, engineers, hydrogeologists, strategic communications professionals.

Institutional Continuity
No learning Curve on the
Stipulation and Ongoing
Initiatives such as the
Management Agreement
WSC has worked closely with the NCMA TG for the past 15 years. This work includes providing staff extension services and leading specific initiatives to provide the NCMA TG with responsive water resources planning. Our broad understanding of the regional context integrated with our deep understanding of the NCMA TG history prevents lost context and eliminates time spent explaining prior decisions to a new consultant team.

We function as a historian of previous decisions, regularly producing and summarizing historical records of conversations for the NCMA TG context.

Past Experience
WSC is ready to continue delivering high-quality service to the NCMA TG. Our past experience, in addition to staff
extension services, includes:

NCMA TG Management Agreement and Adaptive
Management Plan. WSC managed development of the
updated the NCMA TG Management Agreement and
Adaptive Management Plan, facilitating multiple workshops to gather agency feedback, coordinating reviews from agency legal counsels, and developing the updated documents. The updated Management Agreement formalizes decades of
management practices by the NCMA TG in accordance with
the Stipulation, and the Adaptive Management Plan provides a framework for the agencies to better utilize their existing groundwater supplies.

Effective Meeting Facilitation and
Solutions for Complex Challenges
Since 2010, WSC has attended hundreds of Zone 3 TAC, the NCMA TG, Zone 3 Agriculture Coordination, and regional
stakeholder meetings. Our existing relationships allow us to coordinate cost-effectively with the member agencies and their regional partners and wholesale agencies like the San Luis Obispo County Flood Control & Water Conservation District (SLOCFC&WCD), Zone 3 agencies, and other key regional
stakeholders to ensure compliance with the stipulation and efficient solutions to challenges.

Past Experience
The NCMA TG 2025 Strategic Plan Facilitation. In 2025,
WSC facilitated an update to the NCMA TG Strategic
Plan, getting buy-in from the TG, NCMA agencies, agency executive management, and ultimately agency governing
bodies. This update enabled the NCMA TG agencies to
document past successes, evaluate current needs, and identify and prioritize initiatives for future implementation. The yearlong process — which included multiple coordination meetings, a workshop, multiple drafts and revisions, and support for Agency adoption — was completed for less than $20k, which was split between the four agencies.

Arroyo Grande Subbasin GSP. WSC lead the development
of the Arroyo Grande Subbasin GSP and integrated surface water, groundwater, and reservoir operations models.

Zone 3 Contract Changes. WSC assisted the Zone 3
Agencies and the SLOCFC&WCD with proposed changes
to the Zone 3 contracts that will enable the Zone 3 agencies to store unused entitlements and unreleased downstream
releases in individual agency storage accounts. These changes will provide the NCMA TG with enhanced water supply
management and conjunctive use opportunities.

Deep Knowledge of Historical
Information and Data to Support RealTime Analysis and Recommendations Institutional memory of prior decisions, model runs,
monitoring records, and Stipulation correspondence lets us respond to questions promptly and provide the agencies with relevant information to support robust decision making.

WSC has maintained a library of historical records which are regularly queried to support Stipulation questions, development of the Management Agreement, memberagency board questions and public inquiries, and support for technical analysis. WSC’s role in the development of resources such as the basin groundwater model and various scenarios prevent rework and expedite scoping of new
scenarios likely to be needed for future planning and adaptive management initiatives.

Past Experience
NCMA TG Monitoring Well Database. WSC worked with
Cleath-Harris Geologists to develop a comprehensive
database of wells in the NCMA. This database provides a foundation for future initiatives to enhance or modify the NCMA TG monitoring program.

Water Systems Consulting, Inc. NCMA TG AS-NEEDED STAFF EXTENSION | 16

Identification of Grant Funding
opportunities to maximize agency dollars
We have helped our clients leverage over $400 million
in grants and low-interest loans to deliver their projects, maximizing value to their ratepayers. We routinely evaluate new funding opportunities for alignment with the NCMA TG’s objectives and present aligned opportunities to the group for consideration.

Past Experience
Prop 1 GWGP Test Injection Well. Through grant funding
obtained from Central Coast Blue, WSC navigated a lengthy permitting process to construct a test injection well and new monitoring well in the identified pathway for seawater intrusion. These new wells provided new information on
aquifer properties at this critical location and present an opportunity expand the NCMA TG monitoring network to
improve the understanding of basin conditions.

Our experience navigating the permitting through
construction phases of the test injection well means the NCMA TG has a partner who understands the basin and its complex regulatory landscape.

Ourexperience navigating the permitting through
construction phases of the test injection well means the NCMA TG hasa partner whounderstands thebasinand its
complex regulatory landscape.

Central Coast Blue Aerial Geophysics. WSC facilitated the completion of an Aerial Electromagnetic (AEM) Survey of the onshore and offshore portions of the NCMA and other areas of the Santa Maria Groundwater Basin. This survey provided critical information on the current extent of the fresh water/seawater interface and the threat of seawater intrusion in the basin.

Phase 1C Model Update. WSC collaborated with Geoscience to incorporate the results of the AEM survey into the Phase 1C Groundwater Model. With the incorporation of the survey results, the model was able to run predictive future scenarios projecting the movement of seawater intrusion in the basin under various pumping and Central Coast Blue scenarios.

Stewardship of Agency
Resources
Continuity of Service for CostEfficiency
We are ready on day one to continue providing staff extension services at the level you depend on. You don’t need to pay us to get up to speed. WSC has delivered every year of the past five-year contract under budget, saving the agencies over $95k, returning approximately 20% of the total contract value back to the agencies.

Achieve the goals of the NCMA TG
efficiently and effectively
Sharing staff extension services between four agencies creates cost efficiencies by sharing responsibilities. However if a thoughtful, aligned approach is not taken toward advancing common goals, unneeded time and expense can be wasted on efforts that never come to fruition. We focus on first creating alignment among agencies around shared goals and getting buy-in before moving forward with larger efforts, translating individual member priorities into shared TG positions. An aligned approach with consistent technical messaging will be critical as the updated Management Agreement is moved
forward for adoption from each agency.

The updated Strategic Plan was specifically developed to be a living document, allowing agencies to update initiative scores and priority weights, with annual review scheduled prior to fiscal year budgets being developed. WSC will continue to be thoughtful in how we approach the implementation of
the NCMA TG’s strategic objectives to maximize value to all member agencies.

Water Systems Consulting, Inc. NCMA TG AS-NEEDED STAFF EXTENSION | 17

Technical Foresight
Consistent, Proactive Planning
for the Future
We track regulatory developments at the state and local level to alert the NCMA TG agencies to issues that may impact supply reliability while there is time to respond proactively.

We couple this risk identification with supporting data and opportunities to create holistic regional solutions. WSC’s focus on being a go-to resource for local municipal utilities on the Central Coast has provided us with a wealth of experience and a deep understanding of local challenges and opportunities.

Past Experience
Low Reservoir Response Plan. WSC worked closely with
the County, the Zone 3 agencies and numerous agriculture representatives to identify a strategy for managing releases from Lopez Reservoir during extended drought conditions.

Analysis of Zone 3 Contract Changes. WSC assisted the
Zone 3 Agencies and the SLOCFC&WCD with proposed
changes to the Zone 3 contracts that have enabled the Zone 3 agencies to store unused entitlements and unreleased
downstream releases in individual agency storage accounts.

These changes provide the NCMA TG with enhanced water
supply management and conjunctive use opportunities.

Right-Sized Effort for NCMA TG’s
Needs
Familiarity with the agencies’ needs and decision-making processes lets us scope studies to the question being asked, avoiding oversized deliverables and rework. For example, the Phase 1C groundwater model and the Arroyo Grande Creek
integrated surface/groundwater model are the analytical foundation for adaptive management triggers, conjunctive use planning, and infrastructure investment decisions. We build scenarios to inform a specific decision, not to demonstrate modeling capability.

Past Experience
Lopez Pipeline Capacity Evaluations. Through close
coordination with the NCMA agencies and the County,
WSC planned and implemented flow tests, evaluated the
capacity of the Lopez pipeline, identified flow restricting sections, recommended improvements and quantified the
benefits of those improvements. These efforts allowed the NCMA agencies to significantly increase surface water
deliveries, which played a key role in reducing groundwater pumping and preventing further seawater intrusion.

Implementation
Capability
WSC Brings Full-Service
Capabilities
Our team of engineers, planners, hydrogeologists,
construction professionals, and communications specialists have the experience and expertise to support the NCMA in all of your potable water, wastewater, and recycled water needs.

Past Experience
Central Coast Blue Communications. WSC provided strategic communications services to the Central Coast Blue Program for more than six years. WSC helped the partner agencies envision, fund, and design Central Coast Blue. Our team supported Program branding, outreach, and stakeholder
engagement through significant milestones, including piloting, environmental review, funding, permitting, and more.

Well 31 Engineering Design. WSC provided planning,
design, permitting, and construction support services for a new groundwater production well for the City of Pismo Beach. The project included well siting, detailed drilling and equipping design, preparation of technical specifications and bid documents, and development of a fully integrated facility including electrical systems, controls, chemical treatment, and site infrastructure. WSC also assisted the city in evaluating different available lots and site-specific considerations to locate the new well facility.

Delivery Method Experience Matched
to the Initiative
The implementation of strategic initiatives includes projects that are best suited to various project delivery methods. We bring experience selecting and implementing various delivery methods so the TG can match the delivery method to the
specific project rather than defaulting to a single approach.

Permitting and Regulatory Execution
Successful project implementation will depend on a
comprehensive regulatory compliance and jurisdictional
coordination strategy that considers CEQA, biological resources assessments, agency entitlements, and water rights. WSC has navigated each of these considerations for prior NCMA work and for other projects throughout the Central Coast.

Water Systems Consulting, Inc. NCMA TG AS-NEEDED STAFF EXTENSION | 18

meetings, enabling quick resolution of questions and issues so the project can continue to progress smoothly. We know the importance of responding rapidly when you need us and are committed to being responsive, including being available for impromptu phone calls, in person meetings, and site visits.

Resource Management
WSC is proposing a robust and flexible team to meet the NCMA TG’s needs. We will consider each project at the
outset to determine best fit and availability from our deep team of technical and managerial staff. Once the key staff are set for each task, we will proactively manage their workload to avoid competing priorities. We hold weekly
workload planning meetings with our local and company-wide team to assess workload and make adjustments as needed to assure we can meet our commitments to the NCMA TG and
other clients.

Cost-Effective and Efficient Project
Delivery
Project delivery must be cost-effective and efficient to take advantage of the opportunity for streamlined procurement through the on-call agreement. We use earned value
management to identify discrepancies between planned
and actual progress, allowing corrective measures to be implemented early to prevent cost overruns and schedule delays. Our proven project controls will lead to the delivery of projects on time and within budget.

Consistent communication. Our project managers will
establish an open and continuous line of communication with the NCMA TG’s project manager for each engagement. A
well-established line of communication facilitates exchange of information outside of regularly scheduled progress meetings and allows us to be responsive and provide timely updates on the status of project issues and deliverables. We build trust and long-standing relationships with our clients through our ability to be responsive to their needs.

Follow-through. Unresolved issues impact project momentum and undermine confidence in the team. Our team members
take ownership of issues and follow them through to successful resolution. We track outstanding issues in action item lists and document key project decisions in decision logs as a part of our robust document control and project management procedures.

Quality assurance and quality control. The WSC team will implement a comprehensive quality control process for each of our projects/task orders.

Water Systems Consulting, Inc. NCMA TG AS-NEEDED STAFF EXTENSION | 19 Quality Service Delivery
WSC Brings Proven Project Management
Capabilities for Responsive, Cost-Effective,
High Quality Service
The NCMA TG would like to deliver a diverse range of projects through its as-needed staff extension program and WSC’s team brings the right mix of skilled project managers and subject matter experts who are qualified to successfully deliver on projects both large and small. WSC has provided as-needed staff extension services to the NCMA TG for over 15 years as well as numerous public agencies throughout California, and we pride ourselves on our ability to consistently exceed our clients’ expectations. We have extensive local knowledge and established, long-standing relationships to assist the NCMA TG achieve its goals.

Our initial approach to your projects will be to start with quality and cost effectiveness in mind. These initial project steps include:

Build the right team. Our team’s deep bench of resources will allow us to dedicate the best qualified staff members to the NCMA TG’s projects. We will combine our subject matter
experts with staff of varying experience levels to cost-effectively deliver your projects. The NCMA TG will benefit from our clientfocused approach and best-in-industry technical expertise.

Contracting process that flexes to meet the NCMA TG’s
needs. WSC routinely accommodates clients to meet their unique contracting, accounting, and reporting requirements and preferences.

Critical Success Factors
We put people first and listen intently to define and deliver success. Through the project scoping process, we seek clarity on covert and overt success factors unique to each project and client. The critical success factors are often different from the typical budget and schedule drivers, and can include priorities such as facility operability, stakeholder buy-in, minimized impacts to adjacent property owners, or receipt of outside funding. Critical success factors are used to guide delivery of the project from initial planning through design, construction, and operation and help meet the client’s strategic goals.

Communication and Responsiveness
WSC’s project manager establishes an open and continuous line of communication with the client’s project manager for each engagement. A well-established line of communication, and relationship based on trust, facilitates effective exchanges of information outside of regularly scheduled progress

Water Systems Consulting, Inc. NCMA TG AS-NEEDED STAFF EXTENSION | 20 Scope of Services

1.1 Core Services
y Assist NCMA TG agencies in meeting legal and
regulatory requirements, including contract
administration, management of groundwater consultant,
support preparing annual report, technical review of
consultant deliverables, submittal of annual report to the court, and coordination to meet DWR data and reporting
requirements.
y Organize and facilitate monthly NCMA TG meetings.
y Collect, compile, and maintain NCMA TG production
data and generate monthly production reports.
y Attend Zone 3 TAC meetings on behalf of the NCMA
TG, as-needed.
y Organize and facilitate annual report summary to NCMA agricultural representatives.
y Maintain NCMA document library and provide
background documents and historical reference materials as needed.
y Identify funding opportunities relevant to NCMA TG
objectives.
y Facilitate ongoing strategic planning and strategic
initiative reviews.
y Prepare monthly progress reports summarizing work
completed.
y Conduct quality assurance verifications for well data submitted by the participating agencies twice annually.

Deliverables:

Meeting notes

Monthly production reports

Comments on Annual Report Administrative Draft

Monthly progress reports

1.2 On-Demand Services
y Perform research, technical analysis, and develop
recommendations to support NCMA agency priorities
and initiatives.
y Advise on proposals by the County and/or provide
independent technical review of various work products
and reports.
y Provide project management and/or technical support for NCMA TG strategic initiatives.
y Participate and coordinate regional water management
activities on behalf of the NCMA TG.
y Organize and facilitate efforts relating to the basin adjudication and liaison with NCMA Agency lawyers as
necessary on active and pending litigations.
y Prepare for and present to NCMA City Councils/Board
of Directors, as needed.
y Lead or support development of funding applications.

Water Systems Consulting, Inc. NCMATG AS-NEEDED STAFF EXTENSION | 20 submitted by the participating agencies twice annually.

Deliverables:

Meeting notes

Monthly production reports

Comments on Annual Report Administrative Draft

Monthlyprogress reports
Water Systems Consulting, Inc. NCMA TG AS-NEEDED STAFF EXTENSION | 20

Submittal Forms

Water Systems Consulting, Inc. NCMA TG AS-NEEDED STAFF EXTENSION | 22

SECTION D - PROPOSAL SUBMITTAL FORMS

ACKNOWLEDGEMENT
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INSURANCE CERTIFICATE
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Water Systems Consulting, inc.

Jeff Syztel
[email protected] (805) 463-6933
ƵƚŚŽƌŝnjĞ
6/25/2026
805 Aerovista Place, Suite 201, San Luis Obispo CA 93401

ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?

INSR ADDL SUBR

LTR INSD WVD

PRODUCER CONTACT
NAME:

PHONE FAX (A/C, No, Ext): (A/C, No):

E-MAIL
ADDRESS:

INSURER A :

INSURED INSURER B :

INSURER C :

INSURER D :

INSURER E :

INSURER F :

POLICY NUMBER POLICY EFF POLICY EXP TYPE OF INSURANCE (MM/DD/YYYY) (MM/DD/YYYY) LIMITS

AUTOMOBILE LIABILITY

UMBRELLA LIAB

EXCESS LIAB

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY

AUTHORIZED REPRESENTATIVE
EACH OCCURRENCE $
DAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES (Ea occurrence) $ MED EXP (Any one person) $
PERSONAL & ADV INJURY $
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $

PRO- POLICY LOC JECT PRODUCTS - COMP/OP AGG
OTHER: $

COMBINED SINGLE LIMIT
(Ea accident) $
ANY AUTO BODILY INJURY (Per person) $

OWNED SCHEDULED
AUTOS ONLY AUTOS BODILY INJURY (Per accident) $

HIRED NON-OWNED PROPERTY DAMAGE
AUTOS ONLY AUTOS ONLY (Per accident) $
$

OCCUR EACH OCCURRENCE
CLAIMS-MADE AGGREGATE $
DED RETENTION $
PER OTHSTATUTE ER
E.L. EACH ACCIDENT
E.L. DISEASE - EA EMPLOYEE $
If yes, describe under
DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT INSURER(S) AFFORDING COVERAGE NAIC #

COMMERCIAL GENERAL LIABILITY
Y / N
N / A
(Mandatory in NH)

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

CERTIFICATE HOLDER CANCELLATION
ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved.

CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)
$
$
$
$
$
The ACORD name and logo are registered marks of ACORD
6/11/2026
License # 0E67768
(925) 249-7958
13056
Water Systems Consulting, Inc.
805 Aerovista Place, Suite 201
San Luis Obispo, CA 93403
34690
11150
A 1,000,000
PSB0001311 4/7/2026 4/7/2027 1,000,000
10,000
1,000,000
2,000,000
2,000,000
A 1,000,000
PSA0001082 4/7/2026 4/7/2027
A 5,000,000
PSE0004546 4/7/2026 4/7/2027 5,000,000
B
57WEGAK8WVV 4/7/2026 4/7/2027 1,000,000
1,000,000
1,000,000
C Professional Liab. PAAEP0009110 12/6/2025 Per Claim 2,000,000 C Professional Liab. PAAEP0009110 12/6/2025 12/6/2026 Aggregate 4,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

PROOF OF COVERAGE
All operations of the Named Insured, including the aforementioned project, if any. $0%HVW5DWLQJ

5/,,QVXUDQFH
$
+DUWIRUG
$
$UFK,QVXUDQFH$
SAMPLE
WATESYS-01 ROGERST
IOA Insurance Services
4301 Hacienda Dr
Ste 220
Pleasanton, CA 94588-2711
Andrea Michael
[email protected]
RLI Insurance Company
Property and Casualty Insurance Company of Hartford
Arch Insurance Company
X
12/6/2026
X
X
X
X
X
X

Water Systems Consulting, Inc. NCMA TG AS-NEEDED STAFF EXTENSION | 24

STATEMENT OF PAST CONTRACT DISQUALIFICATIONS
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ĞƌũƵƌLJ ŽĨƚŚ
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June 24, 2026 2 p.m.

WSC’s contract with the California Water Data Consortium to provide communications services dated April 1, 2022, was terminated on June 3, 2022, due to a change in needs and expectations by the client relative to the contracted scope of services.

The total contract value was $23,000 and was approximately 75% complete.

WSC’s contract with the California Water Data Consortium to provide communications services dated April 1, 2022, was terminated on June 3, 2022, due to a change in needs and expectations by the client relative to the contracted scope of services. The total contract value was $23,000 and was approximately 75% complete.

BB&K (2020) Exhibit “B”-1 PROFESSIONAL SERVICES AGREEMENT EXHIBIT "B"

June 22, 2026
Ellen Boyle
Senior Administrative
Assistant
[email protected]
WSC San Luis Obispo
805 Aerovista Place
Suite 201
San Luis Obispo, CA 93401
P: 805.457.8833 ext 111
F: 805.888.2764
Michael Steele PE
Project Manager
P: 805.221.7772
E: [email protected]
Jeff Szytel PE
Principal in Charge
P: 805.463.6933
E: [email protected]
Dear Ellen,
We appreciate the opportunity to continue providing staff extension services to the NCMA TG over the next five years. The proposed fee is for fiscal year 2026-27 and reflects a typical annual amount based on the prior five years of services. General estimates of hours were assumed for some tasks based on the on-request nature of many tasks in the staff-extension services scope.

Actual annual totals have varied based on the scope of work anticipated each fiscal year. A five-year forecast is available upon request, and we welcome any feedback or discussion as we finalize the fee.

If you have any questions or would like clarification on any aspect of our proposal, please contact WSC’s Project Manager, Michael Steele or our Principal in Charge and WSC President/CEO, Jeff Szytel.

Sincerely,
Water Systems Consulting
Michael Steele
Project Manager
Jeff Szytel
Principal in Charge | WSC President/CEO

6/25/2026
Principal in
Charge
Project Manager
QA/QC
Staff Engineer
Project
Administrator WSC Labor Hours WSC Labor Fee Expenses WSC Fee Total Fee Jeff Szytel Michael Steele Kendall Houghton David Williams Kay Merrill Billing rates, $/hr $415 $278 $278 $188 $180
1 Core Services

1.1 Project Management 30 27 57 13,200 $ - $ 13,200 $ 13,200 $

1.2 NCMA TG Meeting Facilitation 2 72 60 134 32,126 $ - $ 32,126 $ 32,126 $

1.3 Data Collection and Management 18 34 52 11,396 $ - $ 11,396 $ 11,396 $ 1.4 Groundwater Consultant Oversight 15 15 4,170 $ - $ 4,170 $ 4,170 $ 1.5 Strategic Initiatives 2 12 8 22 6,390 $ - $ 6,390 $ 6,390 $ SUBTOTAL 4 147 8 94 27 280 67,282 $ - $ 67,282 $ 67,282 $ 2 On-Demand Services

2.1 As-Needed Technical Services 4 40 10 40 94 23,080 $ - $ 23,080 $ 23,080 $ SUBTOTAL 4 40 10 40 0 94 23,080 $ - $ 23,080 $ 23,080 $ COLUMN TOTALS 8 187 18 134 27 374 90,362 $ - $ 90,362 $ 90,362 $ Rates are subject to revision as of January 1 each year.Mileage will be reimbursed at the prevailing federal milage reimbursement rate in effect at the time of travel10% mark-up on direct expenses; 15% mark-up for sub-contracted services Task No. Task Description

WSC ALL FIRMS

Item 9.i.

MEMORANDUM
TO: City Council
FROM: Shannon Sweeney, Acting Public Works Director/City Engineer BY: Theresa Wren, Capital Improvement Projects Manager
SUBJECT: Approval of Agreement for Special Materials Testing DATE: July 28, 2026
RECOMMENDATION:
1) Adopt a Resolution authorizing the City Manager to execute Professional Services Agreements with Pavement Engineering, Inc., for Engineering Support and Asphalt Quality Assurance Services for the 2026 Streets Overlay Project, Full Depth Reclamation Project, and Halcyon Complete Streets Project, subject to any minor, technical, or nonsubstantive changes as approved by the City Manager in consultation with the City Attorney; and
2) Find that the proposed action is not a project, and is exempt from review under CEQA, because approval of On-Call Professional Services Agreements is an organizational or administrative activity of government that does not itself result in direct or indirect physical changes in the environment. (State CEQA Guidelines,§ 15378(b)(5)).

IMPACT ON FINANCIAL AND PERSONNEL RESOURCES:

Staff has verified that the recommended award of a professional services contract for special materials testing to Pavement Engineering, Inc. (PEI) is within the budget for the Pavement Management Program.

BACKGROUND:

At its meeting on June 23, 2026, the City Council awarded construction contracts as well as a professional services contract for surveying services for the 2026 Streets Overlay Project1 and the Halcyon Complete Streets Project2.

1https://pub-arroyogrande.escribemeetings.com/Meeting.aspx?Id=2d15f9a6-c49d-4e9c-90e9- 4755540f33b1&lang=English&Agenda=Agenda&Item=46&Tab=attachments 2https://pub-arroyogrande.escribemeetings.com/Meeting.aspx?Id=2d15f9a6-c49d-4e9c-90e9- 4755540f33b1&lang=English&Agenda=Agenda&Item=48&Tab=attachments

Item 9.i.

City Council
Approval of Agreement for Special Materials Testing
July 28, 2026

To comply with the City’s purchasing policy, scope and fee proposals were solicited from firms on the City’s current On-Call Professional Services for Special Materials Testing for Asphalt for the FY 26 Streets Overlay, FY 26 Full Depth Reclamation Project, and Halcyon Complete Streets Project. Three (3) responses were received by the deadline of June 12, 2026, and evaluated by staff.

ANALYSIS OF ISSUES:

Materials testing and inspection services are required during construction to verify that asphalt meets project specifications and applicable standards. Independent testing helps ensure the work is constructed properly, promotes public safety, and protects the City's investment by identifying and addressing any deficiencies during construction.

Staff recommends awarding the professional services contract to Pavement Engineering, Inc., for Engineering Support and Asphalt Quality Assurance Services for the not-toexceed amount of $479,610. Although this will be awarded under a single contract, $388,520 will be funded by the Streets Overlay and Full Depth Reclamation projects and $91,090 will be funded from Halcyon Complete Streets Project. Table 5 below provides a summary.

Table 1: Special Materials Testing Summary
Project PEI
Asphalt
Streets Overlay (Current Paving Project) $ 215,990
Full Depth Reclamation (Next Paving) $ 172,530
Halcyon Complete Streets Project $ 91,090
Total $ 479,610
ALTERNATIVES:

The following alternatives are provided for the Council’s consideration:

1. Approve staff recommendations;

2. Request changes or clarification and approve as modified; or

3. Provide other direction to staff.

ADVANTAGES:

Independent testing helps ensure that work on City infrastructure is constructed properly, promotes public safety, and protects the City's investment by identifying and addressing any deficiencies during construction.

DISADVANTAGES:

No disadvantages have been identified.

Item 9.i.

City Council
Approval of Agreement for Special Materials Testing
July 28, 2026

ENVIRONMENTAL REVIEW:

The proposed action is not a project, and is exempt from review under CEQA, because approval of On-Call Professional Services Agreements is an organizational or administrative activity of government that does not itself result in direct or indirect physical changes in the environment. (State CEQA Guidelines,§ 15378(b)(5)).

PUBLIC NOTIFICATION AND COMMENTS:

The Agenda was posted at City Hall and on the City’s website in accordance with Government Code Section 54954.2.

ATTACHMENTS:

1. Resolution

2. Professional Services Agreement

65501.00015\42788974.6
ATTACHMENT 1
RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

ARROYO GRANDE AUTHORIZING THE CITY MANAGER TO

EXECUTE A PROFESSIONAL SERVICES CONTRACT WITH
PAVEMENT ENGINEERING, INC. FOR ENGINEERING

SUPPORT AND ASPHALT QUALITY ASSURANCE SERVICES
FOR THE 2026 STREETS OVERLAY PROJECT, FULL DEPTH

RECLAMATION PROJECT, AND HALCYON COMPLETE

STREETS PROJECT
WHEREAS, the City Council awarded a construction contract to CalPortland Construction on June 23, 2026, for the construction of the FY 2026 Streets Overlay Project; and
WHEREAS, the City Council awarded a construction contract to V. Lopez Jr. & Sons General Engineering Contractors, Inc., on June 23, 2026, for the construction of the Halcyon Complete Streets Project; and
WHEREAS, materials testing and inspection services are required during construction of these projects to verify that asphalt, concrete, and soil materials meet project specifications and applicable standards, to ensure the work is constructed properly, to promote public safety, and to protect the City's investment by identifying and addressing any deficiencies during construction; and WHEREAS, staff solicited proposals from firms on the City’s current On-Call Professional Services list for Special Materials Testing for Asphalt for the FY 26 Streets Overlay, FY 26 Full Depth Reclamation Project, and Halcyon Complete Streets Project. Three (3) responses were received by the deadline of June 12, 2026, and were reviewed by staff; and
WHEREAS, Staff recommend awarding the professional services contract to Pavement Engineering, Inc., for Engineering Support and Asphalt Quality Assurance Services for the FY 26 Streets Overlay, FY 26 Full Depth Reclamation Project, and Halcyon Complete Streets Project for $479,610; and
WHEREAS, the FY 2025-26 and FY 2026-27 budgets include sufficient funding to award the professional services contract to Pavement Engineering, Inc.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Arroyo Grande, as follows:

1. RECITALS. The foregoing recitals are true and correct and are incorporated herein.

RESOLUTION NO.

PAGE 2

2. BID AWARD. The City Council authorizes the City Manager or designee to execute a professional services contract with Pavement Engineering, Inc. for Engineering Support and Asphalt Quality Assurance Services for the 2026 Streets Overlay Project, Full Depth Reclamation Project and Halcyon Complete Streets Project for $479,610, subject to any minor, technical, or nonsubstantive changes as approved by the City Manager in consultation with the City Attorney. The City Council incorporates the analysis of the Staff Report dated July 28, 2026, accompanying this item, as part of the passage of this Resolution.

3. CEQA FINDINGS. The City Council finds that the project is categorically exempt from CEQA because the proposed action is not a project because approval of On-Call Professional Services Agreements is an organizational or administrative activity of government that does not itself result in direct or indirect physical changes in the environment. (State CEQA Guidelines,§ 15378(b)(5)).

On motion of Council Member , seconded by Council Member , and on the following roll call vote, to wit:

AYES:

NOES:

ABSENT:

The foregoing Resolution was passed and adopted this 28th day of July 2026.

RESOLUTION NO.

PAGE 3
_________________________________________

CAREN RAY RUSSOM, MAYOR
ATTEST:
________________________________________

JESSICA MATSON, CITY CLERK
APPROVED AS TO CONTENT:
________________________________________

MATTHEW DOWNING, CITY MANAGER
APPROVED AS TO FORM:
________________________________________

ISAAC ROSEN, CITY ATTORNEY

ATTACHMENT 2
BB&K (2023) -1- PROFESSIONAL SERVICES AGREEMENT

CITY OF ARROYO GRANDE

PROFESSIONAL SERVICES AGREEMENT

1. PARTIES AND DATE.

This Agreement is made and entered into this 28th day of July, 2026, by and between the City of Arroyo Grande, a municipal corporation organized under the laws of the State of California with its principal place of business at 300 E. Branch Street, Arroyo Grande, California 93420, County of San Luis Obispo, State of California ("City") and PAVEMENT ENGINEERING, INC., a California Corporation, with its principal place of business at 3485 Sacramento Drive, Suite A, San Luis Obispo, CA 93401 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."

2. RECITALS.

2.1 Consultant.

Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement.

Consultant represents that it is experienced in providing Engineering Support and Quality Assurance Services to public clients, is licensed in the State of California, and is familiar with the plans of City.

2.2 Project.

City desires to engage Consultant to render such professional services for Engineering Support and Quality Assurance Services for FY 2026 Streets Overlay Project, FY 2026 Full-Depth Reclamation Project, and Halcyon Complete Streets Project ("Project") as set forth in this Agreement. Services include engineering support, quality assurance inspection, testing and verification, and determination of compliance and acceptance during the Full Depth Reclamation (FDR) and Hot Mix Asphalt (HMA) portions of the projects. Project Plans for FY 2026 Streets Overlay Project and Halcyon Complete Streets describe their respective project scope. The streets anticipated with the scope of the FY 2026 Full Depth Reclamation include: Woodland Drive, Virginia Drive, Creekside Drive, Via La Barranca, Short Street from Poole Street to Nelson Street, Corbet Canyon from Huasna to Hwy. 227, and Willow Lane.

2.3 Authority
The City Council approved this Agreement and authorized the City Manager to execute this contract in its July 28, 2026, meeting.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional engineering design consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and

ATTACHMENT 2
BB&K (2023) -2- PROFESSIONAL SERVICES AGREEMENT
performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

3.1.2 Term. The term of this Agreement shall be from July 28, 2026, to December 31, 2027, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Services.

3.2 Compensation.

3.2.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "A" attached hereto and incorporated herein by reference. The total compensation shall not exceed FOUR HUNDRED SEVENTY-NINE THOUSAND SIX HUNDRED TEN DOLLARS ($479,610) without written approval of the City Council or City Manager, as applicable. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

3.2.2 Payment of Compensation. Consultant shall submit to City a monthly invoice which indicates work completed and hours of Services rendered by Consultant. The invoice shall describe the amount of Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the invoice.

City shall, within 30 days of receiving such invoice, review the invoice and pay all non-disputed and approved charges. If the City disputes any of Consultant's fees, the City shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth therein. Payment shall not constitute acceptance of any Services completed by Consultant. The making of final payment shall not constitute a waiver of any claims by the City for any reason whatsoever.

3.2.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit "A" of this Agreement.

3.2.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement.

Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City.

3.3 Responsibilities of Consultant.

3.3.1 Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee.

Any personnel performing the Services on behalf of Consultant shall not be employees of City and shall at all times be under Consultant's exclusive direction and control. Neither City, or any of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any of Consultants officers, employees or agents, except as set forth in this

ATTACHMENT 2
BB&K (2023) -3- PROFESSIONAL SERVICES AGREEMENT
Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law.

Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.

3.3.2 Schedule of Services. Consultant shall perform the Services in a prompt and timely manner and in accordance with the Schedule of Services set forth in Exhibit "A" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services expeditiously. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.

3.3.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.

3.3.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause.

3.3.5 City's Representative. The City hereby designates Matthew Downing, City Manager, or his/her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the Scope of Services or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on City's behalf and to execute all necessary documents which enlarge the Scope of Services or change the Consultant's total compensation subject to the provisions contained in this Agreement. Consultant shall not accept direction or orders from any person other than the City Manager, City's Representative or his/her designee.

3.3.6 Consultant's Representative. Consultant hereby designates Greg Jager, President, or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.3.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times.

3.3.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling

ATTACHMENT 2
BB&K (2023) -4- PROFESSIONAL SERVICES AGREEMENT
necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its subconsultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.

3.3.9 Period of Performance.

3.3.9.1 Consultant shall perform and complete all Services under this Agreement within the term set forth in Section 3.1.2 above (“Performance Time”). Consultant shall also perform the Services in strict accordance with any completion schedule or Project milestones described in Exhibit “A” attached hereto, or which may be separately agreed upon in writing by the City and Consultant (“Performance Milestones”). Consultant agrees that if the Services are not completed within the aforementioned Performance Time and/or pursuant to any such Performance Milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer damage.

3.3.9.2 Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects a Party’s performance and is one or more of the following: (1) Acts of God or other natural disasters; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the services); (4) strikes and other organized labor action occurring at the site and the effects thereof on the services, only to the extent such strikes and other organized labor action are beyond the control of Consultant and its subcontractors, and to the extent the effects thereof cannot be avoided by use of replacement workers; and (5) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of a public agency applicable to the services and Agreement.

3.3.9.3 Should a Force Majeure Event occur, the non-performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Force Majeure Events and/or delays, regardless of the Party responsible for the delay, shall not entitle Consultant to any additional compensation.

Notwithstanding the foregoing in this section, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.

3.3.10 Laws and Regulations; Employee/Labor Certification.

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3.3.10.1 Compliance with Laws. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. All violations of such laws and regulations shall be grounds for the City to terminate the Agreement for cause.

3.3.10.2 Employment Eligibility; Consultant. Consultant certifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time and shall require all subconsultants and sub-subconsultants to comply with the same. Consultant certifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the term of the Agreement.

3.3.10.3 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.

3.3.10.4 Air Quality. To the extent applicable, Consultant must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the South Coast Air Quality Management District (SCAQMD) and/or California Air Resources Board (CARB). Consultant shall indemnify City against any fines or penalties imposed by SCAQMD, CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Consultant, its subconsultants, or others for whom Consultant is responsible under its indemnity obligations provided for in this Agreement.

3.3.10.5 Water Quality Management and Compliance. Consultant shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Services including, without limitation, all applicable provisions of the City’s ordinances regulating water quality and storm water; the Federal Water Pollution Control Act (33 U.S.C. § 1251, et seq.); the California Porter-Cologne Water Quality Control Act (Water Code § 13000 et seq.); and any and all regulations, policies, or permits issued pursuant to any such authority. Consultant must additionally comply with the lawful requirements of the City, and any other municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water discharges. City may seek damages from Consultant for delay in completing the Services caused by Consultant’s failure to comply with the laws, regulations and policies described in this Section, or any other relevant water quality law, regulation, or policy.

3.3.10.6 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and

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regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed.

3.3.11 Insurance.

3.3.11.1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Agreement for cause.

3.3.11.2 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so.
(A) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 00 01, or the exact equivalent, with limits of not less than $1,000,000 per occurrence and no less than $2,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); (3) products/completed operations liability; or (4) containing any other exclusion(s) contrary to the terms or purposes of this Agreement. (B) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 00 01 covering "Any Auto" (Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than $1,000,000 combined limit for each occurrence. (C) Workers' Compensation: Workers' Compensation
Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease. (D) Professional Liability (Errors & Omissions): Professional Liability insurance or Errors & Omissions insurance appropriate to Consultant’s profession with limits of not less than $1,000,000. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least five (5) years from termination or expiration of this Agreement.

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3.3.11.3 Insurance Endorsements. Required insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
(A) Commercial General Liability: (1) Additional Insured: The City, its officials, officers, employees, agents, and volunteers shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement.

Additional Insured Endorsements shall not (1) be restricted to "ongoing operations"; (2) exclude "contractual liability"; (3) restrict coverage to "sole" liability of Consultant; or (4) contain any other exclusions contrary to the terms or purposes of this Agreement. For all policies of Commercial General Liability insurance, Consultant shall provide endorsements in the form of ISO CG 20 10 10 01 and 20 37 10 01 (or endorsements providing the exact same coverage) to effectuate this requirement. (2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (B) Automobile Liability. (1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.
(C) Professional Liability (Errors & Omissions): 1) Cancellation:

Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (2) Contractual Liability Exclusion Deleted: This insurance shall include contractual liability applicable to this Agreement. The policy must “pay on behalf of” the insured and include a provision establishing the insurer’s duty to defend. (D) Workers' Compensation: (1) Cancellation: Required
insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (2) Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the City, its officials, officers, employees, agents, and volunteers.

3.3.11.4 Primary and Non-Contributing Insurance. All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the City, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.

3.3.11.5 Waiver of Subrogation. All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.

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3.3.11.6 Deductibles and Self-Insured Retentions. Any deductible or selfinsured retention must be approved in writing by the City and shall protect the City, its officials, officers, employees, agents, and volunteers in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.

3.3.11.7 Evidence of Insurance. The Consultant, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates on forms approved by the City, together with all endorsements affecting each policy. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required coverage, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.

3.3.11.8 Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and authorized to transact business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.

3.3.11.9 Enforcement of Agreement Provisions (non estoppel).

Consultant acknowledges and agrees that actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligation on the City nor does it waive any rights hereunder.

3.3.11.10 Requirements Not Limiting. Requirement of specific coverage or minimum limits contained in this Section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance.

3.3.11.11 Additional Insurance Provisions
(A) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.
(B) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.

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(C) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (D) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.
(E) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
(F) Consultant shall report to the City, in addition to Consultant’s insurer, any and all insurance claims submitted by Consultant in connection with the Services under this Agreement.

3.3.11.12 Insurance for Subconsultants. Consultant shall include all subconsultants engaged in any work for Consultant relating to this Agreement as additional insureds under the Consultant's policies, or the Consultant shall be responsible for causing subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City, its officials, officers, employees, agents, and volunteers as additional insureds to the subconsultant's policies. All policies of Commercial General Liability insurance provided by Consultant’s subconsultants performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endorsement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. Consultant shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant’s compliance with all insurance requirements under this Agreement, to the extent applicable. The Consultant shall provide satisfactory evidence of compliance with this section upon request of the City.

3.4 Labor Code Requirements.

3.4.1 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. It is the intent of the parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and 1815 of the Labor Code within this Agreement, and Consultant shall therefore comply with such Labor Code sections to the fullest extent required by law. Consultant shall defend, indemnify and hold the City, its

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officials, officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

3.4.2 Registration/DIR Compliance. If the Services are being performed on a public works project of over $25,000 when the project is for construction, alteration, demolition, installation, or repair work, or a public works project of over $15,000 when the project is for maintenance work, in addition to the foregoing, then pursuant to Labor Code sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations (“DIR”). Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants.

3.4.3 Compliance Monitoring. This Project may also be subject to compliance monitoring and enforcement by the DIR. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements, including the submission of payroll records directly to the DIR. Any stop orders issued by the DIR against Consultant or any subconsultant that affect Consultant’s performance of services, including any delay, shall be Consultant’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the DIR against Consultant or any subconsultant.

3.4.4 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

3.5 Termination of Agreement.

3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those Services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. The rights and remedies of the City provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law, equity or under this Agreement.

3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request.

3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

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3.6 Indemnification.

3.6.1 To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s Services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses except such loss or damage caused by the sole negligence or willful misconduct of the City. Consultant's obligation to indemnify shall survive expiration or termination of this Agreement and shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.

3.6.2 If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.

3.7 General Provisions.

3.7.1 Accounting Records. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.

3.7.2 Independent Contractors and Subcontracting.

3.7.2.1 Use of Consultants. Consultant is aware of statutory and case law regarding classification of workers as independent contractors, including California Labor Code Section 2750.3 and Dynamex Operations West, Inc. v. Superior Court, 4 Cal. 5th 903 (2018). To ensure that Consultant is in compliance with the California Labor Code, Consultant shall only utilize its employees to provide the Services. Consultant may not provide the services through any independent contractor, subcontractor or subconsultant (“Subcontractor(s)”) unless approved by the City as set forth in Section 3.7.2.2 below. Consultant represents and warrants that all personnel who perform the Services on Consultant’s behalf are Consultant’s employees, and that Consultant complies with all applicable laws, rules and regulations governing its employees, including, but not limited to, the California Labor Code, Unemployment Insurance Code and all applicable Industrial Welfare Commission Wage Orders.

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3.7.2.2 Prior Approval Required. Consultant shall not use any Subcontractor to provide the Services, or any portion of the work required by this Agreement, without prior written approval of City. In the event that City authorizes Consultant to use a Subcontractor, Consultant shall enter into a written agreement with the Subcontractor, which must include all provisions of the Agreement, including a restriction on the Subcontractor’s use of further independent contractors, subcontractors or subconsultants without the City’s prior written consent.

3.7.3 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:

Consultant: Pavement Engineering, Inc.
3485 Sacramento Drive, Suite A
San Luis Obispo, CA 93401
ATTN: Joseph Ririe, President
[email protected]
City: City of Arroyo Grande
300 E. Branch Street
Arroyo Grande, CA 93420
ATTN: Matthew Downing, City Manager
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.7.4 Ownership of Materials and Confidentiality.

3.7.4.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). All Documents & Data shall be and remain the property of City, and shall not be used in whole or in substantial part by Consultant on other projects without the City’s express written permission. Within thirty (30) days following the completion, suspension, abandonment or termination of this Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a form and amount required by City. City reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail to provide to City any such documents pending resolution of the dispute. In addition, Consultant shall retain copies of all Documents & Data on file for a minimum of fifteen (15) years following completion of the Project, and shall make copies available to City upon the payment of actual reasonable duplication costs. Before destroying the

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Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents.

3.7.4.2 Subconsultants. Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or its subconsultants, or those provided to Consultant by the City.

3.7.4.3 Right to Use. City shall not be limited in any way in its use or reuse of the Documents and Data or any part of them at any time for purposes of this Project or another project, provided that any such use not within the purposes intended by this Agreement or on a project other than this Project without employing the services of Consultant shall be at City’s sole risk. If City uses or reuses the Documents & Data on any project other than this Project, it shall remove the Consultant’s seal from the Documents & Data and indemnify and hold harmless Consultant and its officers, directors, agents and employees from claims arising out of the negligent use or re-use of the Documents & Data on such other project. Consultant shall be responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only with respect to the condition of the Documents & Data at the time they are provided to the City upon completion, suspension, abandonment or termination. Consultant shall not be responsible or liable for any revisions to the Documents & Data made by any party other than Consultant, a party for whom the Consultant is legally responsible or liable, or anyone approved by the Consultant.

3.7.4.4 Indemnification. Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by City of the Documents & Data, including any method, process, product, or concept specified or depicted.

3.7.4.5 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.

3.7.5 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

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3.7.6 Entire Agreement. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements.

3.7.7 Attorneys’ Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorneys’ fees and all costs of such action.

3.7.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in San Luis Obispo County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Consultant must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City.

3.7.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.7.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.

3.7.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.

3.7.12 Assignment or Transfer. Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination.

Consultant shall not subcontract any portion of the Services required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.

3.7.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

3.7.14 Amendment; Modification. No supplement, modification, or amendment of

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BB&K (2023) -15- PROFESSIONAL SERVICES AGREEMENT
this Agreement shall be binding unless executed in writing and signed by both Parties.

3.7.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.

3.7.16 No Third-Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.7.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.7.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City’s Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

3.7.19 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

3.7.20 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

3.7.21 Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification obligations, shall survive any such expiration or termination. [SIGNATURES ON NEXT PAGE]