Approved for Use 3/1/2021
12100-0001\2541717v1.doc
PROFESSIONAL SERVICES AGREEMENT
This Professional Services Ag reement (“Agreement”) is dated June 9, 2021 (“Effective Date”) and is between the City of Manhattan Beach, a California muni cipal corporation (“City”) and SA Associates, a California corporation (“Consultant”). City and Consultant are sometimes referred to herein as the “Parties”, and individually as a “Party”.
RECITALS
A. City desires to utilize the services of Consultant as an independent contractor to provide project management consultant services.
B. Consultant represents that it is fully qualified to perform such services by virtue of its experience and the training, education and expertise of its principals and employees.
C. City desires to retain Consultant and Consultant desir es to serve City to perform these services in accordance with the terms and conditions of this Agreement.
The Parties therefore agree as follows:
1. Consultant’s Services.
A. Scope of Services. Consultant shall perform the services described in the Scope of Services (the “Services”) for project management consultant services, attached as Exhibit A. City may request, in writing, changes in the Scope of Services to be performed. Any changes mutually agreed upon by the Parties, and any increase or decrease in com pensation, shall be incorporated by written amendments to this Agreement.
B. Party Representatives . For the purposes of this Agreement, the City Representative shall be the City Manager, or such other person designated in writing by the City Manager (the “Ci ty Representative”). For the purposes of this Agreement, the Consultant Representative shall be Shahnawaz Ahmad, President (the “Consultant Representative”). The Consultant Representative shall directly manage Consultant’s Services under this Agreement. Consultant shall not change the Consultant Representative without City’s prior written consent.
C. Time for Performance . Consultant shall commence the Services on the Effective Date and shall perform all Services by the deadline established by the City Representative or, if no deadline is established, with reasonable diligence.
D. Standard of Performance. Consultant shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like DocuSign Envelope ID: C7A98B5A-BECD-4862-9601-0F1A9BCD7DD5
-2- Approved for Use 3/1/2021
12100-0001\2541717v1.doc
professionals under similar ci rcumstances and in a manner reasonably satisfactory to City.
E. Personnel. Consultant has, or will secure at its own expense, all personnel required to perform the Services required under this Agreement. All of the Services required under this Agreement sha ll be performed by Consultant or under its supervision, and all personnel engaged in the work shall be qualified to perform such Services. Consultant certifies that all Consultant personnel performing Services under this Agreement shall have appropriate fingerprint and background checks.
F. Compliance with Laws . Consultant shall comply with all applicable federal, state and local laws, ordinances, codes, regulations and requirements.
G. Permits and Licenses . Consultant shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of Services under this Agreement, including a business license.
H. Prevailing Wages. This Agreement calls for services that may, in whole or in part, constitute “public works” as defined in the California Labor Code. Therefore, as to those services that are “public works”, Consultant shall comply in all respects with all applicable provisions of the California Labor Code, including those set forth in Exhibit C hereto.
2. Term of Agreement. The term of this Agreement shall be f rom the Effective Date through June 30, 2023, unless sooner terminated as provided in Section 12 of this Agreement or extended.
3. Compensation.
A. Compensation. As full compensation for Services satisfactorily rendered, City shall pay Consultant at the hourly rates set forth in the Approved Fee Schedule attached hereto as Exhibit B . In no event shal l Consultant be paid more than $49,900.00 (the “Maximum Compensation”) for such Services.
B. Expenses. The amount set forth in paragraph 3.A. above includes reimbursement for all expenditures incurred in the performance of this Agreement.
C. Unauthorized Services and Expenses . Cit y will not pay for any services not specified in the Scope of Services, or reimburse for any expenses not set forth in Exhibit B , unless the City Council or the City Representative, if applicable, and the Consultant Representative authorize such services or expenses in writing prior to Consultant’s performance of those services or incurrence of additional exp enses. Any additional services authorized by the City Council, or (where authorized) the City Manager shall be compensated at the rates set forth in Exhibit B, or, if not specified, at a rate mutually agreed to by the Parties. Any additional expense authorized by the City DocuSign Envelope ID: C7A98B5A-BECD-4862-9601-0F1A9BCD7DD5
-3- Approved for Use 3/1/2021
12100-0001\2541717v1.doc
Council or (where authorized) the City Manager shall be reimbursed in the amounts authorized by the City Council or City Manager. City shall make payment for addit ional services and expenses in accordance with Section 4 of this Agreement.
4. Method of Payment.
A. Invoices. Consultant shall submit to City an invoice, on a monthly basis, for the Services performed pursuant to this Agreement. Invoices must be submitted to Prem Kumar at [email protected]. Each invoice shall itemize the Services rendered during the billing period, hourly rates charged, if applicable, and the amount due. City shall review each invoice and notify Consultant in wr iting within ten Business days of receipt of any disputed invoice amounts.
B. Payment. City shall pay all undisputed invoice amounts within 30 calendar days after receipt up to the Maximum Compensation set forth in Section 3 of this Agreement. City does not pay interest on past due amounts. City shall not withhold federal payroll, state payroll or other taxes, or other similar deductions, from payments made to Consultant. Notwithstanding the preceding sentence, if Consultant is a nonresident of California, City will withhold the amount required by the Franchise Tax Board pursuant to Revenue and Taxation Code Section 18662 and applicable regulations.
C. Audit of Records. Consultant shall make all records, invoices, time cards, cost control sheets and other reco rds maintained by Consultant in connection with this Agreement available during Consultant’s regular working hours to City for review and audit by City.
5. Independent contractor. Consultant is, and shall at all times remain as to City, a wholly independent contractor. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant’s employees, except as set forth in this A greement. Consultant shall not, at any time, or in any manner, represent that it or any of its officers, agents or employees are in any manner employees of City.
6. Information and Documents.
A. Consultant covenants that all data, reports, documents, discussio n, or other information (collectively “Data”) developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed or released by Consultant without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. Consultant, its officers, employees, agents, or subcontractors shall not without written authorization from the City Manager or unless requested in writing by the City Attorney, volunta rily provide DocuSign Envelope ID: C7A98B5A-BECD-4862-9601-0F1A9BCD7DD5
-4- Approved for Use 3/1/2021
12100-0001\2541717v1.doc
declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement or relating to any project or property located within the City. Response to a subp oena or court order shall not be considered “voluntary,” provided Consultant gives City notice of such court order or subpoena.
B. Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any su mmons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder or with respect t o any project or property located within the City. City may, but has no obligation to, represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opport unity to review any response to discovery requests provided by Consultant. However, City’s right to review any such response does not imply or mean the right by City to control, direct or rewrite the response.
C. All Data required to be furnished to City in connection with this Agreement shall become City’s property, and City may use all or any portion of the Data submitted by Consultant as City deems appropriate. Upon completion of, or in the event of termination or suspension of this Agreement, all origina l documents, designs, drawings, maps, models, computer files containing data generated for the Services, surveys, notes, and other documents prepared in the course of providing the Services shall become City’s sole property and may be used, reused or other wise disposed of by City without Consultant’s permission. Consultant may take and retain copies of the written products as desired, but the written products shall not be the subject of a copyright application by Consultant.
D. Consultant’s covenants under th is Section shall survive the expiration or termination of this Agreement.
7. Conflicts of Interest. Consultant and its officers, employees, associates and subcontractors, if any, shall comply with all conflict of interest statutes of the State of California applicable to Consultant’s Services under this Agreement, including the Political Reform Act (Gov. Code § 81000, et seq.) and Government Code Section 1090.
During the term of this Agreement, Consultant may perform similar Services for other clients, but C onsultant and its officers, employees, associates and subcontractors shall not, without the City Representative’s prior written approval, perform work for another person or entity for whom Consultant is not currently performing work that would require Consultant or one of its officers, employees, associates or subcontractors to abstain from a decision under this Agreement pursuant to a conflict of interest statute.
Consultant shall incorporate a clause substantially similar to this Section into any subcontract that Consultant executes in connection with the performance of this Agreement.
DocuSign Envelope ID: C7A98B5A-BECD-4862-9601-0F1A9BCD7DD5
-5- Approved for Use 3/1/2021
12100-0001\2541717v1.doc
8. Indemnification, Hold Harmless, and Duty to Defend.
A. Indemnity for Design Professional Services. To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, protect, indemnify, and hold harmless City and its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (co llectively “Indemnitees”), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants, attorneys, or ot her professionals and all costs associated therewith, and reimbursement of attorney’s fees and costs of defense (collectively “Liabilities”), whether actual, alleged or threatened, which arise out of, pertain to, or relate to, in whole or in part, the negl igence, recklessness or willful misconduct of Consultant, its officers, agents, servants, employees, subcontractors, material men, consultants or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the lega l liability thereof) in the performance of design professional services under this Agreement by a “design professional,” as the term is defined under California Civil Code Section 2782.8(c).
B. Other Indemnities.
1) Other than in the performance of design pro fessional services, to the fullest extent permitted by law, Consultant shall, at its sole cost and expense, defend, hold harmless and indemnify City and its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assi gns and those City agents serving as independent contractors in the role of City officials (collectively “Indemnitees”), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments , penalties, liens, and losses of any nature whatsoever, including fees of accountants, attorneys, or other professionals and all costs associated therewith and the payment of all consequential damages (collectively “Liabilities”), in law or equity, whethe r actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant, its officers, agents, servants, employees, subcontractors, materialmen, consultants or their officers, agents, s ervants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees as determined by court decision or by the agreement of the Parties. Consultant shall defend the Indemnitees in any action or actions filed in connection with any Liabilities with counsel of the Indemnitees’ choice , and shall pay all costs and expenses, including all attorneys’ fees and experts’ costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by Indemnitees in connection therewith.
DocuSign Envelope ID: C7A98B5A-BECD-4862-9601-0F1A9BCD7DD5
-6- Approved for Use 3/1/2021
12100-0001\2541717v1.doc
2) Consultant shall pay all required taxes on amounts paid to Consultant under this Agreement, and indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant shall fully comply with the workers’ compensation law regarding Consultant and Consultant’s employees. Consultant shall indemnify and hold City harmless from any failure of Consultant to co mply with applicable workers’ compensation laws. City may offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant’s failure to promptly pay to City any reimbursement or indemnification arising under this subparagraph A.2). 3) Consultant shall obtain executed indemnity agreements with provisions identical to those in this Section from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnity obligations, Consultant shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Liabilities at law or in equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant’s subcontractor, its officers , agents, servants, employees, subcontractors, materialmen, consultants or their officers, agents, servants or employees (or any entity or individual that Consultant’s subcontractor shall bear the legal liability thereof) in the performance of this Agreeme nt, including the Indemnitees’ active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees as determined by court decision or by the agreement of the Parties.
C. Workers’ Compensation Acts not Limiting . Consultant’s indemnifications and obligations under this Section, or any other provision of this Agreement, shall not be limited by the provisions of any workers’ compensation act or similar act. Consultant expressly waiv es its statutory immunity under such statutes or laws as to City, its officers, agents, employees and volunteers.
D. Insurance Requirements not Limiting . City does not, and shall not, waive any rights that it may possess against Consultant because of the acc eptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. The indemnities in this Section shall apply regardless of whether or not any insurance policies are determined to be applicable to the L iabilities, tax, assessment, penalty or interest asserted against City.
E. Survival of Terms . Consultant’s indemnifications and obligations under this Section shall survive the expiration or termination of this Agreement.
9. Insurance.
DocuSign Envelope ID: C7A98B5A-BECD-4862-9601-0F1A9BCD7DD5
-7- Approved for Use 3/1/2021
12100-0001\2541717v1.doc
A. Minimum Scope and Limits of Insurance. Consultant shall procure and at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
1) Commercial General Liability Insurance with a minimum limit of $2,000,000.00 per occurrence for bodily injury, personal injury and property damage and a general aggregate limit of $2,000,000.00 per project or location. If Consultant is a limited liability company, the commercial general liability coverage shall be amended so that Consultant and its managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds.
2) Automobile Liability Insurance for any owned, non -owned or hired vehicle used in connection with the performance of this Agreement with a combined single limit of $2,000,000.00 per accident for bodily injury and property damage. If Consultant does not use any owned, non -owned or hired vehicles in the performance of Services under this Agreement, Consultant shall obtain a non -owned auto endorsement to the Commercial General Liability policy required under subparagraph A.1) of this Section.
3) Workers’ Compensation Insurance as required by the State of California and Employer’s Liability Insurance with a minimum limit of $1,000,000.00 per accident for bodily injury or disease. If Consultant has no employees while performing Services under this Agreement, workers’ compensation policy is not required, but Consultant shall execute a declaration that it has no employees. 4) Professional Liability/Errors and Omissions Insurance with minimum limits of $2,000,000.00 per claim and in aggregate.
B. Acceptability of Insurers . The insurance policies required under this Section shall be issued by an insurer admitted to write insurance in the State of California with a rating of A:VII or better in the latest edition of the A.M. Best Insurance Rating Guide. Self - insurance shall not be considered to comply with the insurance requirements under this Section.
C. Additional Insured . The commercial general and automobile liability policies shall contain an endorsement naming City and its elected and appointed officials, officers, employees, agents and volunteers as additional insureds. This provision shall also apply to any excess/umbrella liability policies.
D. Primary and Non-Contributing. The insurance policies required under this Section shall apply on a primary non -contributing basis in relation to any other insurance or self -insurance available to City. Any insurance or self -insurance maintained by City, its elected a nd appointed officials, officers, employees, agents or volunteers, shall be in excess of Consultant’s insurance and shall not contribute with it.
DocuSign Envelope ID: C7A98B5A-BECD-4862-9601-0F1A9BCD7DD5
-8- Approved for Use 3/1/2021
12100-0001\2541717v1.doc
E. Consultant’s Waiver of Subrogation . The insurance policies required under this Section shall not prohibit Con sultant and Consultant’s employees, agents or subcontractors from waiving the right of subrogation prior to a loss. Consultant hereby waives all rights of subrogation against City.
F. Deductibles and Self -Insured Retentions. Any deductibles or self -insured retentions must be declared to and approved by City. At City’s option, Consultant shall either reduce or eliminate the deductibles or self -insured retentions with respect to City, or Consultant shall procure a bond guaranteeing payment of losses and expenses.
G. Cancellations or Modifications to Coverage . Consultant shall not cancel, reduce or otherwise modify the insurance policies required by this Section during the term of this Agreement. The commercial general and automobile liability policies required under this Agreement shall be endorsed to state that should the issuing insurer cancel the policy before the expiration date, the issuing insurer will endeavor to mail 30 days’ prior written notice to City. If any insurance policy required under this Sect ion is canceled or reduced in coverage or limits, Consultant shall, within two Business Days of notice from the insurer, phone, fax or notify City via certified mail, return receipt requested, of the cancellation of or changes to the policy.
H. City Remedy fo r Noncompliance . If Consultant does not maintain the policies of insurance required under this Section in full force and effect during the term of this Agreement, or in the event any of Consultant’s policies do not comply with the requirements under this Section, City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may, but has no duty to, take out the necessary insurance and pay, at Consultant’s expense, the premium thereon.
Consultant shall prompt ly reimburse City for any premium paid by City or City may withhold amounts sufficient to pay the premiums from payments due to Consultant.
I. Evidence of Insurance . Prior to the performance of Services under this Agreement, Consultant shall furnish City’s R isk Manager with a certificate or certificates of insurance and all original endorsements evidencing and effecting the coverages required under this Section. The endorsements are subject to City’s approval.
Consultant may provide complete, certified copie s of all required insurance policies to City. Consultant shall maintain current endorsements on file with City’s Risk Manager.
Consultant shall provide proof to City’s Risk Manager that insurance policies expiring during the term of this Agreement have b een renewed or replaced with other policies providing at least the same coverage. Consultant shall furnish such proof at least two weeks prior to the expiration of the coverages.
J. Indemnity Requirements not Limiting . Procurement of insurance by Consultant shall not be construed as a limitation of Consultant’s liability or as full performance of Consultant’s duty to indemnify City under Section 8 of this Agreement.
DocuSign Envelope ID: C7A98B5A-BECD-4862-9601-0F1A9BCD7DD5
-9- Approved for Use 3/1/2021
12100-0001\2541717v1.doc
K. Broader Coverage/Higher Limits . If Consultant maintains broader coverage and/or higher limits than the minimums required above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant.
Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.
L. Subcontractor Insurance Requirements . Consultant shall require each of its subcontractors that perform Services under this Agreement to maintain insurance coverage that meets all of the requirements of this Section.
10. Mutual Cooperation.
A. City’s Cooperation. City shall provide Consultant with all pertinent Data, documents and other requested information as is reasonably available for Consultant’s proper performance of the Services required under this Agreement.
B. Consultant’s Cooperation . In the event any claim or action is brought against City relating to Consultant’s performance of Services rendered under this Agreement, Consultant shall render any reasonable assistance that City requires.
11. Records and Inspections. Consultant shall main tain complete and accurate records with respect to time, costs, expenses, receipts, correspondence, and other such information required by City that relate to the performance of the Services. All such records shall be maintained in accordance with general ly accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to City, its designees and representatives at reasonable times, and shall allow City to examine and audit the books and records, to make transcripts therefrom as necessary, and to inspect all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three years after receipt of final payment.
12. Termination of Agreement.
A. Right to Terminate. City may terminate this Agreement at any time, at will, for any reason or no reason, after giving written notice to Consultant at least five calendar days before the termination is to be effect ive. Consultant may terminate this Agreement at any time, at will, for any reason or no reason, after giving written notice to City at least 60 calendar days before the termination is to be effective.
B. Obligations upon Termination . Consultant shall cease all work under this Agreement on or before the effective date of termination specified in the notice of termination. In the event of City’s termination of this Agreement due to no fault or failure of performance by Consultant, Ci ty shall pay Consultant based on the percentage of work satisfactorily performed up to the effective date of termination. In no event shall DocuSign Envelope ID: C7A98B5A-BECD-4862-9601-0F1A9BCD7DD5
-10- Approved for Use 3/1/2021
12100-0001\2541717v1.doc
Consultant be entitled to receive more than the amount that would be paid to Consultant for the full performance of the Services required by this Agreement. Consultant shall have no other claim against City by reason of such termination, including any claim for compensation.
13. Force Majeure. Consultant shall not be liable for any failure to perform its obligations under this Agreement if Consultant presents acceptable evidence, in City’s sole judgment, that such failure was due to acts of God, embargoes, inability to obtain labor or materials or reasonable substitutes for labor or materials, governmental restrictions, governmental regulations, governmental controls, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond Consultant’s reasonable control and not due to any act by Consultant.
14. Default.
A. Consultant’s failure to comply with the provisions of this Agreement shall constitute a default. In the event that Consultant is in default for cause under the terms of this Agreement, City shall have no obligation or duty to continue compensating Consultant for any work performed after the date of default.
B. In addition to the right to terminate pursuant to Section 12, if the City Manager determines that Consultant is in default in the performance of any of the terms or conditions of this Agreement, City shall serve Consultant with written notice of the default. Consultant shall have ten calendar days after service upon it of the notice in which to cure the default by rendering a satisfactory performance. In the event that Consultant fails to cure its default within such period of time, City may, notwithstanding any other provision of this Agreement, terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement.
15. Notices. Any notice, consent, request, demand, bill, invoice, report or other communication required or permitted under this Agreement shall be in writing and conclusively deemed effective: (a) on personal delivery, (b) on confirmed delivery by courier service d uring Consultant’s and City’s regular business hours, or (c) three Business Days after deposit in the United States mail, by first class mail, postage prepaid, and addressed to the Party to be notified as set forth below:
TO CITY: TO CONSULTANT:
City of Manhattan Beach SA Associates, Inc.
Attn: Prem Kumar Attn: Shahnawaz Ahmad
1400 Highland Avenue 1130 West Huntington Drive, Unit 12 Manhattan Beach, California 90266 Arcadia, California 91007 Telephone: (310) 802-5352 Telephone: (626) 821-3456
Email: [email protected] Email: [email protected]
DocuSign Envelope ID: C7A98B5A-BECD-4862-9601-0F1A9BCD7DD5
-11- Approved for Use 3/1/2021
12100-0001\2541717v1.doc
COPY TO CITY ATTORNEY:
City of Manhattan Beach
Attn: City Attorney
1400 Highland Avenue
Manhattan Beach, CA 90266
16. Non-Discrimination and Equal Employment Opportunity. In the performance of this Agreement, Consultant shall not discriminate against any employee, subcontractor or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national ori gin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law. Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.
17. Prohibition of Assignment and Delegation. Consultant shall not assign any of its rights or delegate any of its duties under this Agreement, either in whole or in part, without City’s prior written consent. City ’s consent to an assignment of rights under this Agreement shall not release Consultant from any of its obligations or alter any of its primary obligations to be performed under this Agreement. Any attempted assignment or delegation in violation of this S ection shall be void and of no effect and shall entitle City to terminate this Agreement. As used in this Section, “assignment” and “delegation” means any sale, gift, pledge, hypothecation, encumbrance or other transfer of all or any portion of the rights , obligations, or liabilities in or arising from this Agreement to any person or entity, whether by operation of law or otherwise, and regardless of the legal form of the transaction in which the attempted transfer occurs.
18. No Third Party Beneficiaries Inte nded. This Agreement is made solely for the benefit of the Parties to this Agreement and their respective successors and assigns, and no other person or entity may have or acquire a right by virtue of this Agreement.
19. Waiver. No delay or omission to exercise any right, power or remedy accruing to City under this Agreement shall impair any right, power or remedy of City, nor shall it be construed as a waiver of, or consent to, any breach or default. No waiver of any breach, any failure of a condition, or any right or remedy under this Agreement shall be (1) effective unless it is in writing and signed by the Party making the waiver, (2) deemed to be a waiver of, or consent to, any other breach, failure of a condition, or right or remedy, or (3) deemed to constitute a continuing waiver unless the writing expressly so states.
DocuSign Envelope ID: C7A98B5A-BECD-4862-9601-0F1A9BCD7DD5
-12- Approved for Use 3/1/2021
12100-0001\2541717v1.doc
20. Final Payment Acceptance Constitutes Release. The acceptance by Consultant of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Consultant for anything done, furnished or relating to Consultant’s work or services. Acceptance of payment shall be any negotiation of City’s check or the failure to make a written extra compensation claim within ten calendar days of the receipt of that check. However, approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Consultant, its employees, subcontractors and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by City for any defect or error in the work prepared by Consultant, its employees, subcontractors and agents.
21. Corrections. In addition to the above indemnification obligations, Consultant shall correct, at its expense, all errors in the work which may be disclosed during City’s review of Consultant’s report or plans. Should Consultant fail to make such correction in a reasonably timely manner, such correction may be made by City, and the cost thereof shall be charged to Consultant. In addition to all other available remedies, City may deduct the cost of such correction from any retenti on amount held by City or may withhold payment otherwise owed Consultant under this Agreement up to the amount of the cost of correction.
22. Non-Appropriation of Funds. Payments to be made to Consultant by City for services performed within the current fisca l year are within the current fiscal budget and within an available, unexhausted fund. In the event that City does not appropriate sufficient funds for payment of Consultant’s services beyond the current fiscal year, this Agreement shall cover payment for Consultant’s services only to the conclusion of the last fiscal year in which City appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year.
23. Exhibits. Exhibits A and B constitute a part of this Agreement and a re incorporated into this Agreement by this reference. If any inconsistency exists or arises between a provision of this Agreement and a provision of any exhibit, or between a provision of this Agreement and a provision of Consultant’s proposal, the provi sions of this Agreement shall control.
24. Entire Agreement and Modification of Agreement. This Agreement and all exhibits referred to in this Agreement constitute the final, complete and exclusive statement of the terms of the agreement between the Parties p ertaining to the subject matter of this Agreement and supersede all other prior or contemporaneous oral or written understandings and agreements of the Parties. No Party has been induced to enter into this Agreement by, nor is any Party relying on, any re presentation or warranty except those expressly set forth in this Agreement. This Agreement may not be amended, nor any provision or breach hereof waived, except in a writing signed by both Parties.
DocuSign Envelope ID: C7A98B5A-BECD-4862-9601-0F1A9BCD7DD5
-13- Approved for Use 3/1/2021
12100-0001\2541717v1.doc
25. Headings. The headings in this Agreement are included s olely for convenience of reference and shall not affect the interpretation of any provision of this Agreement or any of the rights or obligations of the Parties to this Agreement.
26. Word Usage. Unless the context clearly requires otherwise, (a) the words “shall,” “will” and “agrees” are mandatory and “may” is permissive; (b) “or” is not exclusive; and (c) “includes” or “including” are not limiting.
27. Time of the Essence. Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be construed to limit or deprive a Party of the benefits of any grace or use period allowed in this Agreement.
28. Business Days. “Business days” means days Manhattan Beach City Hall is open for business.
29. Governing Law and Choice of Forum. This Agreement, and any dispute arising from the relationship between the Parties to this Agreement, shall be governed by and construed in accordance with the laws of the State of California, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Any dispute that arises under or relates to this Agreement (whether contract, tort or both) shall be res olved in a superior court with geographic jurisdiction over the City of Manhattan Beach.
30. Attorneys’ Fees. In any litigation or other proceeding by which a Party seeks to enforce its rights under this Agreement (whether in contract, tort or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing Party shall be entitled to recover all attorneys’ fees, experts’ fees, and other costs actually incurred in connection with such litigation or other proceeding, in addition to all other relief to which that Party may be entitled.
31. Severability. If a court of competent jurisdiction holds any provision of this Agreement to be illegal, invalid or unenforceable for any reason, the validity of and enforceability of the remaining prov isions of this Agreement shall not be affected and continue in full force and effect.
32. Counterparts. This Agreement may be executed in multiple counterparts, all of which shall be deemed an original, and all of which will constitute one and the same instrument.
33. Corporate Authority. Each person executing this Agreement on behalf of his or her Party warrants that he or she is duly authorized to execute this Agreement on behalf of that Party and that by such execution, that Party is formally bound to the provisions of this Agreement.
DocuSign Envelope ID: C7A98B5A-BECD-4862-9601-0F1A9BCD7DD5
-14- Approved for Use 3/1/2021
12100-0001\2541717v1.doc
[SIGNATURE PAGE FOLLOWS]
DocuSign Envelope ID: C7A98B5A-BECD-4862-9601-0F1A9BCD7DD5
-15- Approved for Use 3/1/2021
12100-0001\2541717v1.doc
The Parties, through their duly authorized representatives are signing this Agreement on the date stated in the introductory clause.
City:
City of Manhattan Beach,
a California municipal corporation
By:
Name: Bruce Moe
Title: City Manager
ATTEST:
By:
Name: Liza Tamura
Title: City Clerk
APPROVED AS TO FORM:
By:
Name: Quinn M. Barrow
Title: City Attorney
APPROVED AS TO FISCAL IMPACT:
By:
Name: Steve S. Charelian
Title: Finance Director
APPROVED AS TO CONTENT:
By:
Name: Erick Lee
Title: Interim Public Works Director
Consultant:
SA Associates,
a California corporation
By:
Name: Shahnawaz Ahmad
Title: President & Secretary/Treasurer
PROOF OF AUTHORITY TO BIND
CONTRACTING PARTY REQUIRED
DocuSign Envelope ID: C7A98B5A-BECD-4862-9601-0F1A9BCD7DD5 6/3/2021
6/7/2021
6/9/2021
6/14/2021
6/14/2021
6/15/2021
A-1
12100-0001\2541717v1.doc
EXHIBIT A
SCOPE OF SERVICES
PROFESSIONAL CONSULTANT SERVICES FOR
CAPITAL IMPROVEMENTS PROJECT MANAGEMENT
Project Management Consultant Services
The designated project manager will be a CA Professional Engineer, under the general direction of the City, shall be responsible for overseeing all aspects of a series of projects from conception to close -out (“cradle to grave” scenario). The project manager must be capable of managing some combination of street, water, sewer, storm drain and facilities (building/parks) improvement projects.
The project manager will be responsible for reviewing designs and providing construction management oversight. It is preferred that the proposed individual will have local agency experience as the individual will be expected to work independently with minimum oversight and be familiar with the details of managing all phases of projects.
Public Works Department works on the 4 -10 schedule (Mon - Thurs) essentially from 7 am – 6 pm with a 1 -hour lunch. The project manager is expected to respond to active construction issues as needed on Fridays. Due to the City’s current Covid pandemic work environment, field visits during construction or field review of design plans typically average at about 2 – 3 hours per day and the rest is telecommuting work. The Project Manager will not be provided an office cubicle therefore being able to telecommute for the major ity of the time but able to respond to field issues will be key aspects of the job requirement. The Project Manager must furnish their own tools such as safety vest, tape measure, smart level and laptop computer and vehicle. Priority selection will be gi ven to an experienced project manager able to work the full 40 hours per week.
A. Project Management Services during Design Phase
Typical Project Management Services shall include, but not be limited to:
1. Prepare and maintain a project schedule identifying the critical path for expeditious project completion.
2. Conduct and attend design kick-off meeting with all stakeholders.
3. Schedule and conduct Project Development Team (PDT) meetings and other necessary meetings; prepare agendas and minutes; and distribute to all applicable entities (not just attendees) within three (3) working days.
4. Schedule, facilitate, and attend public meetings as necessary.
DocuSign Envelope ID: C7A98B5A-BECD-4862-9601-0F1A9BCD7DD5
A-2
12100-0001\2541717v1.doc
5. Provide progress reports monthly or as deemed required.
6. Compose all correspondences to keep the project on schedule.
7. Attend and present the project to City Council as required.
8. Check all contract documents to ensure compliance with Greenbook and funding requirements, as required.
9. Prepare staff reports to City Council for authorization of agreements, amendments, Closed Session action items, etc.
10. Prepare agreements and Purchase Orders (Munis contracts).
11. Coordinate with and prepare inter-agency agreements.
12. Coordinate with funding agencies and prepare reports, updates, funding reports, and grant applications as necessary for project funding.
13. Prepare project update write-ups.
14. Prepare annual project estimate and budget for project.
15. Issue all necessary Notices to Proceed (NTP).
16. Review and process all invoices (City staff will approve).
17. Compose Requests for Proposals (RFP), Notices Inviting Proposals (NIP), and Scopes of Services to retain other related design services, services of specialty Consultants/Contractors needed during construction, such as Design Review, Surveying, Inspection, Geotechnical, Material Testing, etc.; coordinate and schedule these services; and review proposals as necessary.
18. Maintain all project files in accordance with the City boiler format or as otherwise directed by the City Program Manager.
19. Facilitate, coordinate, and oversee the ongoing da ily actions required to completely provide the full level of intended services and ensure that the project meets all applicable Federal, State, and local requirements.
20. Oversee and ensure that all measures of the specific project’s scope of services are com pleted in a timely and professional manner with an emphasis on providing the City with a high quality project.
21. Report directly to the City Engineer or City Program Manager and act as a liaison between the City and all project stakeholders in order to accomplish the full project services intended by the City.
22. Oversee and arrange for an independent and timely plan check review, either through in -house appropriate experienced staff or DocuSign Envelope ID: C7A98B5A-BECD-4862-9601-0F1A9BCD7DD5
A-3
12100-0001\2541717v1.doc
outside sub-consultant, including, but not limited to Project Report, Project Summary Memorandum , Geotechnical Report, Traffic Study, Environmental Documents, 35% Plans, 65%, 95%, 100% and Final PS&E packages, SWPPP Plan, Appraisal Reports, Legal and Plats, and all documents related to right-of-way acquisition.
23. Ensure that all app ropriate communication, correspondence, and reports are completed on an ongoing basis in a timely manner to the satisfaction of the City. The following is a list of some, but not necessarily all, of the documents that the Consultant shall be responsible to provide in the course of the work:
a. Various City Council Staff Reports.
b. Utility correspondence letters and e-mails.
c. Federal, State and local correspondence.
d. Federal, State and local documentation required for the project.
e. Right-of-way related documents and correspondence.
f. Necessary communication and reports to the funding
agencies.
24. Arrange and participate in a detailed independent review of the 95% PS&E package, with in -depth field review and biddability, constructability, and claim avoidance emphasis.
25. Coordinate and ensure that all stakeholders and City Divisions and Departments complete plan check of all appropriate project documents.
26. Provide plan check summary update at each plan check level and meet with the City Program Manager to review appropriate pl an check redlines/comments.
27. Coordinate and ensure that updates necessary as a result of plan check review are communicated and incorporated.
B. Project Management Services during Advertising, Bidding and Construction Contract Award Phases
The Project Manager shall be responsible for coordinating the advertising for construction bids, shall provide support during bidding and attend the bid opening of the project according to the UPCCA methodology. The required Project Management Consultant Services shall include, but not be limited to:
DocuSign Envelope ID: C7A98B5A-BECD-4862-9601-0F1A9BCD7DD5
A-4
12100-0001\2541717v1.doc
1. Prepare and coordinate to have bid notices advertised and posted at various trade publications and on the City’s website.
2. Prepare bid packages.
3. Ensure current information is posted on the City’s website regarding the project and bid package for prospective bidders to download.
4. Schedule and conduct pre-bid meetings, if held.
5. Conduct pre-bid site visits if needed.
6. Provide responses to bidders’ questions.
7. Answer questions regarding the Technical Provisions, the design drawings or conflicts in the design during bidding process. The Consultant shall prepare or assist in the preparation of addenda.
8. Be available to answer questions regarding the Technic al Provisions, the design drawings or conflicts in the specifications.
9. Evaluate and check all bids per established contract law.
10. Evaluate and post bid results.
11. Check references and licenses of bidders.
12. Review insurance, bonding, and other required documents.
13. Select lowest, responsive, responsible, and qualified bidder.
14. Draft City Council Staff Report for award of construction contract and process the contract agreement with the lowest responsible bidder.
15. Attend the City Council meeting for award of the con tract, available to answer questions, and defend the project.
16. Prepare, coordinate, and process Notice of Award, Agreements, and Purchase Order.
C. Project Management Services during Construction and Project Close-out Phases
Provide Resident Engineer ove rsight of projects. These activities include, but not limited to the following:
1. Administer the contract (general contract administration and oversight of project)
2. Daily project field review and documentation of construction activities (daily reports and digital photo of significant issues and DocuSign Envelope ID: C7A98B5A-BECD-4862-9601-0F1A9BCD7DD5
A-5
12100-0001\2541717v1.doc
milestones)
3. Monitor Contractor’s daily labor force for compliance with state & federal labor laws
4. Field verification of tra ffic control procedures and consistency with approved Traffic Control Plan
5. Conduct progress meetings and prepare meeting minutes (gauge project health)
6. Coordinate with agencies and different stake holders to ensure smooth progress of construction activities
7. Monitor project schedule
8. Verify quantities and assuring quality control
9. Field observations of site safety
10. Maintain complete and accurate project records
11. Review and recommend approval/disapproval of monthly progress pay estimates
12. Verify NPDES and SWPPP compliance
13. Process submittal of RFI weekly statement of working days, change orders and progress payments
14. Coordinate punchlist and as-builts
15. Ensure that materials and completed work comply with plans, specifications and design criteria
16. Implement security procedures
17. Coordinate survey and material testing
18. Process control documents, submittals, RFI, weekly statement of working days, change orders, work change directives
19. Compliance with Caltrans encroachment permit requirements, if applicable
DocuSign Envelope ID: C7A98B5A-BECD-4862-9601-0F1A9BCD7DD5
A-6
12100-0001\2541717v1.doc
20. Coordinate Project closeout activities which include staff report, Notice of Completion, release of retention, warranty walk, archiving documents, etc.
Key personnel for the services described above include:
Harvey Gobas, Principal Engineer
Telephone: (562) 618-3181
Email: [email protected]
DocuSign Envelope ID: C7A98B5A-BECD-4862-9601-0F1A9BCD7DD5
12100-0001\2541717v1.doc
EXHIBIT B
APPROVED FEE SCHEDULE
Services will be invoiced based upon an hourly rate of $165.00 per hour, for a total not- to-exceed amount of $49,990.00.
DocuSign Envelope ID: C7A98B5A-BECD-4862-9601-0F1A9BCD7DD5
12100-0001\2541717v1.doc
EXHIBIT C
TERMS FOR COMPLIANCE WITH CALIFORNIA LABOR LAW REQUIREMENTS
1. This Agreement calls for services that, in whole or in part, constitute “public works” as defined in Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code (“Chapter 1”). Further, Consultant acknowledges that this Agreement is subject to (a) Chapter 1 and (b) the rules and r egulations established by the Department of Industrial Relations (“DIR”) implementing such statutes. Therefore, as to those Services that are “public works”, Consultant shall comply with and be bound by all the terms, rules and regulations described in 1( a) and 1(b) as though set forth in full herein.
2. California law requires the inclusion of specific Labor Code provisions in certain contracts. The inclusion of such specific provisions below, whether or not required by California law, does not alter the meaning or scope of Section 1 above.
3. Consultant shall be registered with the Department of Industrial Relations in accordance with California Labor Code Section 1725.5, and has provided proof of registration to City prior to the Effective Date of thi s Agreement. Consultant shall not perform work with any subcontractor that is not registered with DIR pursuant to Section 1725.5. Consultant and subcontractors shall maintain their registration with the DIR in effect throughout the duration of this Agree ment. If the Consultant or any subcontractor ceases to be registered with DIR at any time during the duration of the project, Consultant shall immediately notify City.
4. Pursuant to Labor Code Section 1771.4, Consultant’s Services are subject to compliance monitoring and enforcement by DIR. Consultant shall post job site notices, as prescribed by DIR regulations.
5. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker n eeded to perform the Agreement are on file at City Hall and will be made available to any interested party on request.
Consultant acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Consultant shall post such rates at each job site covered by this Agreement.
6. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Consultant shall, as a penalty to City, forfeit $200.00 for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subcontractor.
DocuSign Envelope ID: C7A98B5A-BECD-4862-9601-0F1A9BCD7DD5
12100-0001\2541717v1.doc
7. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform City of the location of the records.
8. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Administrative Code Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects.
Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship pr ogram. Within 60 days after concluding work pursuant to this Agreement, Consultant and each of its subcontractors shall submit to City a verified statement of the journeyman and apprentice hours performed under this Agreement.
9. The Consultant shall not perform Work with any Subcontractor that has been debarred or suspended pursuant to California Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. The Consultant and Subcontractors sha ll not be debarred or suspended throughout the duration of this Contract pursuant to Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. If the Consultant or any subcontractor becomes d ebarred or suspended during the duration of the project, the Consultant shall immediately notify City.
10. Consultant acknowledges that eight hours labor constitutes a legal day’s work.
Consultant shall comply with and be bound by Labor Code Section 1810 . Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Consultant shall, as a penalty to City, forfeit $25.00 for each worker employed in the performance of thi s Agreement by the Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of eight hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of eight hours per day at not less than one and one-half times the basic rate of pay.
11. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to it s employees. In accordance with the provisions of California Labor Code Section 1861, Consultant hereby certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self - DocuSign Envelope ID: C7A98B5A-BECD-4862-9601-0F1A9BCD7DD5
12100-0001\2541717v1.doc
insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.”
12. For every subcontractor who will perform work on the project, Consultant shall be responsible for such subcontractor’s compliance with Chapter 1 and Labor Code Sections 1860 and 3700, and Consultant shall include in the written contract between it and each subcontractor a copy of those statutory provi sions and a requirement that each subcontractor shall comply with those statutory provisions. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor’s compliance, including without limita tion, conducting a periodic review of the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages.
Consultant shall diligently take corrective action to halt or rectify any failure.
13. To the maximum extent permitted by law, Consultant shall indemnify, hold harmless and defend (at Consultant’s expense with counsel reasonably acceptable to City) City, its officials, officers, employees, agen ts and independent contractors serving in the role of City officials, and volunteers from and against any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity (including Consultant, its subcontractors, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all consequent ial damages, attorneys’ fees, and other related costs and expenses. All duties of Consultant under this Section shall survive the termination of the Agreement.
DocuSign Envelope ID: C7A98B5A-BECD-4862-9601-0F1A9BCD7DD5
Approved for use 2/15/20
2034384v3.doc City of MB Form
AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF MANHATTAN BEACH AND SA ASSOCIATES FOR
PROJECT MANAGEMENT CONSULTANT SERVICES
This First Amendment (“Amendment No. 1”) to that certain agreement by and between the City of Manhattan Beach, a California municipal corporation (“City”) and SA Associates , a California corporation (“Consultant”) (collectively, the “Parties”) is hereby entered into as of July 20, 2021 (“Effective Date”).
RECITALS
A. On June 9, 2021 , the City and Consultant entered into an agreement for professional services for the Consultant to provide project management consultant services (“Agreement”);
B. The Parties now des ire to amend the Agreement to increase the Maximum Compensation.
NOW, THEREFORE, in consideration of the Parties’ performance of the promises, covenants, and conditions stated herein, the Parties hereby agree as follows:
Section 1. Section 3.A of the Agreement is her eby revised to increase the Maximum Compensation amount by $ 100,000, for a new Maximum Compensation of $ 149,900.
Section 2. Except as specifically amended by this Amendment No. 1, all other provisions of the Agreement shall remain in full force and effect.
IN WITNES S THEREOF , the Parties hereto have executed this Amendment No. 1 on the day and year first shown above.
[SIGNATURE PAGE FOLLOWS]
DocuSign Envelope ID: D7463FF3-C17C-4012-8436-12F5C142A81B
-2-
Approved for use 2/15/20
2034384v3.doc City of MB Form
The Parties, through their duly authorized representatives are signing this Agreement on the date stated in the introductory clause.
City:
City of Manhattan Beach,
a California municipal corporation
By:
Name: Bruce Moe
Title: City Manager
ATTEST:
By:
Name: Liza Tamura
Title: City Clerk
APPROVED AS TO FORM:
By:
Name: Quinn M. Barrow
Title: City Attorney
APPROVED AS TO FISCAL IMPACT:
By:
Name: Steve S. Charelian
Title: Finance Director
APPROVED AS TO CONTENT:
By:
Name: Erick Lee
Title: Public Works Director
Consultant:
SA Associates,
a California corporation
By:
Name: Shahnawaz Ahmad
Title: President & Secretary/Treasurer
DocuSign Envelope ID: D7463FF3-C17C-4012-8436-12F5C142A81B 6/30/2021
7/1/2021
7/2/2021
7/6/2021
7/21/2021
7/21/2021
Approved for use 2/15/20
2034384v3.doc City of MB Form
AMENDMENT NO. 2 TO THE PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF MANHATTAN BEACH AND SA ASSOCIATES FOR
PROJECT MANAGEMENT CONSULTANT SERVICES
This Second Amendment (“Amendment No. 2”) to that certain agreement by and between the City of Manhattan Beach, a California municipal corporation (“City”) and SA Associates , a California corporation (“Consultant”) (collectively, the “Parties”) is hereby entered into as of October 19, 2021 (“Effective Date”).
RECITALS
A. On June 9, 2021, the City and Consultant entered into an agreement for professional services for the Consultant to provide project management consultant services (“Original Agreement”);
B. On July 20, 2021, the Parties entered into Am endment No. 1 to increase the Maximum Compensation in the Original Agreement. The Original Agreement, as amended by Amendment No. 1, is referred to as the “Agreement.” C. The Parties now desire to amend the Agreement to increase the Maximum Compensation.
NOW, THEREFORE, in consideration of the Parties’ performance of the promises, covenants, and conditions stated herein, the Parties hereby agree as follows:
Section 1. Section 3.A of the Agreement is hereby revised to increase the Maximum Compensation amount by $100,000, for a new Maximum Compensation of $ 249,900.
Section 2. Except as specifically amended by this Amendment No. 2, all other provisions of the Agreement shall remain in full force and effect.
IN WITNESS THEREOF, the Parties hereto have executed this Amendment No. 2 on the day and year first shown above.
[SIGNATURE PAGE FOLLOWS]
DocuSign Envelope ID: A570A68A-1E47-4DA9-B8A1-AE86BF598A73
-2-
Approved for use 2/15/20
2034384v3.doc City of MB Form
City:
City of Manhattan Beach,
a California municipal corporation
By:
Name: Bruce Moe
Title: City Manager
ATTEST:
By:
Name: Liza Tamura
Title: City Clerk
APPROVED AS TO FORM:
By:
Name: Quinn M. Barrow
Title: City Attorney
APPROVED AS TO FISCAL IMPACT:
By:
Name: Steve S. Charelian
Title: Finance Director
APPROVED AS TO CONTENT:
By:
Name: Erick Lee
Title: Public Works Director
Consultant:
SA Associates,
a California corporation
By:
Name: Shahnawaz Ahmad
Title: President & Secretary/Treasurer
DocuSign Envelope ID: A570A68A-1E47-4DA9-B8A1-AE86BF598A73 9/29/2021
9/29/2021
9/30/2021
9/30/2021
10/25/2021
11/3/2021
Approved for use 2/15/20
2034384v3.doc City of MB Form
AMENDMENT NO. 3 TO THE PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF MANHATTAN BEACH AND SA ASSOCIATES FOR
PROJECT MANAGEMENT CONSULTANT SERVICES
This Third Amendment (“Amendment No. 3”) to that certain agreement by and between the City of Manhattan Beach, a California municipal corporation (“City”) and SA Associates , a California corporation (“Consultant”) (collectively, the “Parties”) is hereby entered into as of March 1, 2022 (“Effective Date”).
RECITALS
A. On June 9, 2021, the City and Consultant entered into an agreement for professional services for the Consultant to provide project management consultant services (“Original Agreement”);
B. On July 20, 2021, the Parties entered into Amend ment No. 1 to the Original Agreement.
C. On October 19, 2021, the Parties entered into Amend ment No. 2 to the Original Agreement. The Original Agreement, as amended by Amendment No. 1 and Amendment No. 2 is referred to herein as the “Agreement.” D. The Parties n ow desire to amend the Agreement to increase the Maximum Compensation.
NOW, THEREFORE, in consideration of the Parties’ performance of the promises, covenants, and conditions stated herein, the Parties hereby agree as follows:
Section 1. Section 3.A of the Agreement is hereby revised to increase the Maximum Compensation amount by $100,000, for a new Maximum Compensation of $ 349,900.
Section 2. Except as specifically amended by this Amendment No. 3 , all other provisions of the Agreement shall remain in full force and effect.
IN WITNESS THEREOF, the Parties hereto have executed this Amendment No. 3 on the day and year first shown above.
[SIGNATURE PAGE FOLLOWS]
DocuSign Envelope ID: 255418E6-93CF-4F2D-8FE8-CDB24C00E5CE
-2-
Approved for use 2/15/20
2034384v3.doc City of MB Form
The Parties, through their duly authorized representatives are signing this Agreement on the date stated in the introductory clause.
City:
City of Manhattan Beach,
a California municipal corporation
By:
Name: Bruce Moe
Title: City Manager
ATTEST:
By:
Name: Liza Tamura
Title: City Clerk
APPROVED AS TO FORM:
By:
Name: Quinn M. Barrow
Title: City Attorney
APPROVED AS TO FISCAL IMPACT:
By:
Name: Steve S. Charelian
Title: Finance Director
APPROVED AS TO CONTENT:
By:
Name: Erick Lee
Title: Public Works Director
Consultant:
SA Associates,
a California corporation
By:
Name: Shahnawaz Ahmad
Title: President & Secretary/Treasurer
DocuSign Envelope ID: 255418E6-93CF-4F2D-8FE8-CDB24C00E5CE 3/2/2022
3/4/2022
3/7/2022
3/7/2022
3/8/2022
3/8/2022
1130 W. Huntington Drive, Unit 12, Arcadia, CA 91007 TEL 626.821.3456 FAX 626.445.1461
February 3, 2022
Katherine Doherty, P,E, ENV SP, City Engineer
City of Manhattan Beach
1400 Highland Avenue
Manhattan Beach, CA 90266
Subject: Amendment No. 3 to the Professional Services Agreement for Project Management Consulting Services for the Engineering Division
Dear Katie:
Mr. Harvey Gobas will be available to provide Consultant Project Management Services to the City of Manhattan Beach at an hourly rate of $165.00 per hours for a total not -to-exceed amount of $100,000 per Amendment No. 3, under the City’s existing Agreement with SA Associates.
Please call me if you have any questions.
Very truly yours,
Shahnawaz Ahmad, P.E.
President
626.821.3456
[email protected]
DocuSign Envelope ID: 255418E6-93CF-4F2D-8FE8-CDB24C00E5CE DocuSign Envelope ID: 255418E6-93CF-4F2D-8FE8-CDB24C00E5CE
Approved for use 2/15/20
2034384v3.doc City of MB Form
AMENDMENT NO. 4 TO THE PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF MANHATTAN BEACH AND SA ASSOCIATES FOR
PROJECT MANAGEMENT CONSULTANT SERVICES
This Forth Amendment (“Amendment No. 4 ”) to that certain agreement by and between the City of Manhattan Beach, a California municipal corporation (“City”) and SA Associates , a California corporation (“Consultant”) (collectively, the “Parties”) is hereby entered into as of June 1, 2022 (“Effective Date”).
RECITALS
A. On June 9, 2021, the City and Consultant entered into an agreement for professional services for the Consultant to provide project management consultant services (“Original Agreement”);
B. On July 20, 2021, the Parties entered into Amendm ent No. 1 to the Original Agreement to increase the Maximum Compensation.
C. On October 19, 2021, the Parties entered into Amend ment No. 2 to the Original Agreement to increase the Maximum Compensation.
D. On March 1, 2022, the Parties entered into Amendment No. 3 to the Original Agreement to increase the Maximum Compensation. The Original Agreement, as amended by Amendment No. 1, Amendment No. 2, and Amendment No. 3 is referred to as the “Agreement.”
E. The Parties now desire to amend the Agreement to increase the Maximum Compensation.
NOW, THEREFORE, in consideration of the Parties’ performance of the promises, covenants, and conditions stated herein, the Parties hereby agree as follows:
Section 1. Section 3.A of the Agreement is hereby revised to increase the Maximum Compensation amount by $49,500, for a new Maximum Compensation of $ 399,400.
Section 2. Except as specifically amended by this Amendment No. 4 , all other provisions of the Agreement shall remain in full force and effect.
IN WITNESS THEREOF, the Parties hereto have executed this Amendment No. 4 on the day and year first shown above.
[SIGNATURE PAGE FOLLOWS]
DocuSign Envelope ID: 7442CE64-3F54-4719-9FC6-24AA5CA03E66
-2-
Approved for use 2/15/20
2034384v3.doc City of MB Form
The Parties, through their duly authorized representatives are signing this Amendment No. 4 on the date stated in the introductory clause.
City:
City of Manhattan Beach,
a California municipal corporation
By:
Name: Bruce Moe
Title: City Manager
ATTEST:
By:
Name: Liza Tamura
Title: City Clerk
APPROVED AS TO FORM:
By:
Name: Quinn M. Barrow
Title: City Attorney
APPROVED AS TO FISCAL IMPACT:
By:
Name: Steve S. Charelian
Title: Finance Director
APPROVED AS TO CONTENT:
By:
Name: Erick Lee
Title: Public Works Director
Consultant:
SA Associates,
a California corporation
By:
Name: Shahnawaz Ahmad
Title: President & Secretary/Treasurer
DocuSign Envelope ID: 7442CE64-3F54-4719-9FC6-24AA5CA03E66 6/1/2022
6/13/2022
-------------------- Julie Bondarchuk
----------------- Acting Finance Director
6/23/2022
7/6/2022
7/7/2022
7/7/2022
1130 W. Huntington Drive, Unit 12, Arcadia, CA 91007 TEL 626.821.3456 FAX 626.445.1461
May 18, 2022
Katherine Doherty, P.E. ENV SP, City Engineer
City of Manhattan Beach
1400 Highland Avenue
Manhattan Beach, CA 90266
Subject: Amendment No. 4 to the Professional Services Agreement for Project Management Consulting Services for the Engineering Division
Dear Katie:
Mr. Harvey Gobas will be available to provide Consultant Project Management Services to the City of Manhattan Beach at an hourly rate of $165.00 per hours for a total not -to-exceed amount of $ 49,500 per Amendment No. 4, under the City’s existing Agreement with SA Associates.
Please call me if you have any questions.
Very truly yours,
Shahnawaz Ahmad, P.E.
President
626.821.3456
[email protected]
DocuSign Envelope ID: 7442CE64-3F54-4719-9FC6-24AA5CA03E66 DocuSign Envelope ID: 7442CE64-3F54-4719-9FC6-24AA5CA03E66