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PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (“Agreement”) is dated December 15, 2020 (“Effective Date”) and is between the City of Manhattan Beach, a California municipal corporation (“City”) and Geosyntec Consultants, Inc., a Florida corporation (“Consultant”).
City and Consultant are sometimes referred to herein as the “Parties”, and individually as a “Party”.
A. City desires to utilize the se rvices of Consultant as an ind ependent contractor to provide project management and implementation of the Beach Cities Watershed Management Group Coordinated Integrated Monitoring Program (CIMP).
B. Consultant represents that it is fully qualified to perform such services by virtue of its experience and the training, education and expert ise of its principals and employees.
C. City desires to retain Consul tant and Consultant desires 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 de scribed in the Scope of Services (the “Services”) attached as Exhibit A, for project management and implementation of the Coordinat ed Integrated Monitoring Program (CIMP). City may request, in writing, changes in the Scope of Services to be per formed. Any changes mutually agreed upon by the Parties, and any increase or decrea se in compensation, 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 “ City Representative”). For the purposes of this Agreement, the Consultant Representative shall be Ken Susilo, Project Director (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. Consul tant shall commence the Service s on the Effective Date and shall perfor m all Services by the deadline e stablished by the City Representative or, if no deadline is established, with reasonable diligence.
D. Standard of Performance. Cons ultant shall perform all Services under this Agreement in accordance with t he standard of care generally exe rcised by like professionals under similar circ umstances and in a manner reaso nably satisfactory to City.
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E. Personnel. Consultant has, or will secure at its own expense, all personnel required to perform the Services required under this Agreement. A l l o f t h e S e r v i c e s required under this Agreement shall be performed by Consultant or under its supervision, and all personnel engaged in the work shall be qualified to perform such Services.
F. Compliance with Laws. Consul tant 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 lic enses, permits and certificates required by law for the provision of Services under this Agreement, including a business license.
2. Term of Agreement. The term of this Agreement shall be from the Effective Date through June 30, 2023, unless s ooner terminated as provided in Section 12 of this Agreement or extended.
3. Compensation.
A. Compensation. As full compensat ion for Services satisfactor ily rendered, City shall pay Consultant at the hourly rates set forth in the Approved Fee Schedule attached hereto as Exhibit B. In no event shall Consultant be paid more than One Million Seventeen Thousand, Nine Hundred and Eighty-six Dollars $1,017, 986 (the “Maximum Compensation”) for such Services.
B. Expenses. The amount set for th in paragraph 3.A. above incl udes reimbursement for all expenditures incurred in the performance of this Agreement.
C. Unauthorized Services and Expe nses. City will not pay for any services or reimburse for any expenses, not specified in the Scope of Servi ces, unless the City Council or the City Representativ e, if applicable, and the Cons ultant Representative authorize such services in writing prior to Consultant’s performance of those services or incurrence of additional expenses. Any additional services aut horized by the City Council, or (where authorized) t he City Manager shall be compen sated at the rates set forth in Exhibit B, or, if not specified, at a rate mutually ag reed to by the Parties. Any additional expenses authorized b y the City Council, or (where a uthorized) the City Manager shall be reimbursed in the amounts authorized by the Ci ty Council or City Manager. City shall make payment for additional services and e xpenses 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. Each invoic e shall itemize the Services rendered during the bil ling period, hourly rates charg ed, if applicable, and the amount due. City shall review each invoice and notify Consulta nt in writing within ten Business days of receipt of any disputed invoice amounts.
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B. Payment. City shall pay a ll 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 i nterest on past due amounts. Ci ty shall not withhold federal payroll, state payroll or other taxes, or other similar deductions, from payments made to Consultant. Notwithstandi ng the preceding sentence, if Consultant is a nonresident of California, Cit y will withhold the amount requir ed by the Franchise Tax Board pursuant to Revenue and Ta xation Code Section 18662 and a pplicable regulations.
C. Audit of Records. Consultant shall make all records, invoic es, time cards, cost control sheets and other rec ords maintained by Consultant in connection with this Agreement available during Cons ultant’s regular working hours t o City for review and audit by City.
5. Independent contractor. Consultant is, and shall at all times remain as to City, a wholly independent cont ractor. 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 Agreement. Consultant shall not, at any time, or in any m anner, 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, discussion, or other information (collectively “Data”) developed or received by Cons ultant or provided for performance of this Agreement a re deemed confidential and shall not be disclosed or released by Consultant without p rior written authorization by C ity. City shall grant such authorization if applicable law r equires disclosure. Consultan t, its officers, employees, agents, or subcontractors shall not without written authorization from the City Manager or unless requested in writing by t he City Attorney, voluntarily p rovide declarations, letters of support, testimony at depositions, response to interrogatori es or other information concerning the work performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered “voluntary,” provided Consultant gives City notice of such court order or subpoena.
B. Consultant shall promptly not ify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, r equest for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder or with respect to any projec t 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 opportunity to review any response to discovery requests DocuSign Envelope ID: 03C293E7-BB2C-44DC-87BC-83FCFE7FD3B0
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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 porti on of the Data submitted by Consultant as City deems appropriate. Upon completion of, o r i n t h e e v e n t o f termination or suspension of this Agreement, all original 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, r eused or otherwise 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 thi s 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 co mply with all conflict of inter est statutes of the State of California applicable to Consultant’s Services under this Agree ment, including the Political Reform Act (Gov. Code § 81000, et seq.) and Government Code Section 1090.
During the term of this Agreement, Consultant may perform simil ar Services for other clients, but Consultant and its officers, employees, associates and subcontractors shall not, without the City Representativ e’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.
8. Indemnification, Hold Ha rmless, and Duty to Defend.
A. Indemnities.
1) To the fullest extent permitt ed by law, Consultant shall, at its sole cost and expense, defend, hold ha rmless and indemnify City and its elected officials, officers, attorneys, agents, emp loyees, designated volunteers, successors, assigns and those City agents serving as indep endent contractors in the rol e of City officials (collectively “Indemnitees”), from and against any and all dama ges, costs, expenses, liabilities, claims, demands, c auses of action, proceedings, ex penses, judgments, penalties, liens, and losses of any nature whatsoever, includin g fees of accountants, attorneys, or other professionals and all costs associated ther ewith and the payment of all consequential damages (collect ively “Liabilities”), in law or 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, its officers, agents, s ervants, employees, DocuSign Envelope ID: 03C293E7-BB2C-44DC-87BC-83FCFE7FD3B0
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subcontractors, materialmen, consultants or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the leg al liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for Liabilities arising from the sole negligence or will ful 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 sh all pay all costs and expenses, including all attorneys’ fees and experts’ costs actually incurred in connection with such defense. Consultant s hall reimburse the Indemnitees for any and all legal expenses and costs incurred by Indemnitees in connection therewith. 2) Consultant shall pay all r equired 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 Ci ty by reason of the independent contractor relations hip created by this Agreement. Consultant shall fully comply with the workers’ compens ation law regarding Consultant and Consultant’s employees. Consultant shall indemnify and hold City harmless f rom any failure of Consultant to comply with applic able 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 resu lt of Consultant’s failure to promptly pay to City any reimbursement or indemnification arising under this subparagraph A.2). 3) Consultant shall obtain exe cuted indemnity agreements with provisions identical to those in this Section from each and eve ry 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 indemnit y 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, 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’s subcontractor, its officers, agent s, servants, employees, subcontractors, materialmen, consultants or their officers, agents, servants or employees (or any entity or individual that Consultant’s subcontractor sh all bear the legal liability thereof) in the performance of this Agreement, including the In demnitees’ active or passive negligence, except for Lia bilities arising from the sol e negligence or willful misconduct of the Indemnitees as determined by court decision o r by the agreement of the Parties.
B. Workers’ Compensation Acts n ot Limiting. Consultant’s indem nifications and obligations under this Section, or any other provision of this Agreement, shall not be limited by the provisions of any w orkers’ compensation act or s imilar act. Consultant expressly waives its statutory immunity under such statutes or laws as to City, its officers, agents, employees and volunteers.
C. Insurance Requirements not Lim iting. City does not, and sha ll not, waive any rights that it may possess against Consultant because of th e acceptance by City, or DocuSign Envelope ID: 03C293E7-BB2C-44DC-87BC-83FCFE7FD3B0
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the deposit with City, of any insurance policy or certificate r equired 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 Liabi lities, tax, assessment, penalty or interest asserted against City.
D. Survival of Terms. Consult ant’s indemnifications and obligations under this Section shall survive the expiration or termination of this Agreement.
9. Insurance.
A. Minimum Scope and Limits of In surance. Consultant shall pro cure and at all times during the term of thi s Agreement carry, maintain, an d keep in full force and effect, insurance as follows:
1) Commercial General Liability In surance 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 locat ion. 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 Insur ance for any owned, non-owned or h ired vehicle used in connection with the performance of this Agreement with a combined single limit of $2,000,000.00 per accide nt for bodily injury and prope rty damage. If Consultant does not use any owned, non-owned or hired vehicles in the perf ormance of Services under this Agreement, Consult ant shall obtain a non-owned auto endorsement to the Commercial General Liability policy required under subparagraph A.1) of this Section. 3) Workers’ Compensation Insura nce as required by the State of California and Employer’s Liability Insurance with a minimum li mit of $1,000,000.00 per accident for bodily injury or dis ease. If Consultant has no em ployees while performing Services under this Agreement, wo rkers’ compensation policy is not required, but Consultant shall execute a declaration that it has no employees. 4) Professional Liability/Errors and Omissions Insurance with m inimum limits of $2,000,000.00 per claim and in aggregate.
B. Acceptability of Insurers. T he insurance policies required under this Section shall be issued by an insurer admitted to write insurance in th e 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 consider ed to comply with the insurance requirements under this Section.
C. Additional Insured. The co mmercial general and automobile liability policies shall contain an endorsement naming City and its elected and appointed officials, officers, DocuSign Envelope ID: 03C293E7-BB2C-44DC-87BC-83FCFE7FD3B0
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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 requir ed 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-ins urance maintained by City, its elected and appointed offici als, officers, employees, agents or volunteers, shall be in excess of Consultant’s insurance and shall not contribute with it.
E. Consultant’s Waiver of Subrogat ion. The insurance policies required under this Section shall not prohibit Consultant and Consultant’s emp loyees, 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 deduc tibles 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 shal l not cancel, reduce or otherwise modify the insurance policies required by this Section during the term of this Agreement. The commercial general and automobile liabi lity policies required under this Agreement shall be endor sed 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 Section 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, retu rn receipt requested, of the cancellation of or changes to the policy.
H. City Remedy for Noncomplianc e. If Consultant does not maint ain 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 te rminate this Agreement or, if insurance is available at a reasonable cost, City may, b ut has no duty to, take out the necessary insurance and pay, at Consultant’s expense, the p remium thereon.
Consultant shall promptly reimbur se City for any premium paid b y City or City may withhold amounts sufficient to pay the premiums from payments due to Consultant.
I. Evidence of Insurance. Prior t o the performance of Services under this Agreement, Consultant shall furnish City’s Risk Manager with a certificate or certificates of insurance and all original e ndorsements evidencing and effec ting the coverages required under this Section. The endorsements are subject to City’s approval. Consultant may provide complete, certified copies of all required insuranc e policies to City.
Consultant shall maintain curr ent endorsements on file with Cit y’s Risk Manager.
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during the term of this Agreement have been renewed or replaced with other policies providing at least the same cov erage. Consultant shall furnish such proof at least two weeks prior to the expiration of the coverages.
J. Indemnity Requirements not Limit ing. Procurement of insuran ce 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.
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 Requi rements. Consultant shall requ ire each of its subcontractors that perform Services under this Agreement t o maintain insurance coverage that meets all of the requirements of this Section.
10. Mutual Cooperation.
A. City’s Cooperation. Cit y shall provide Consultant with all pertinent Data, documents and other requested information as is reasonably avai lable for Consultant’s proper performance of the Services required under this Agreement.
B. Consultant’s Cooperation. In th e event any claim or action is brought against City relating to Consultant’s performance of Services r endered under this Agreement, Consultant shall render any reasonable assistance that City requires.
11. Records and Inspections. Consultant shall maintain 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 generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to City, its designees and repr esentatives at reasonable times, and shall allow City to examine and audit the books and records, to make transcripts th erefrom as necessary, and to inspect all work, data, documents, proceedings and activ ities 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 effective. Consultant may terminate this Agreement DocuSign Envelope ID: 03C293E7-BB2C-44DC-87BC-83FCFE7FD3B0
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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 wo rk under this Agreement on or before the effe ctive date of termination specif ied 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, City shall pay Consultant based on the percentage of work satisfactorily performed up to t he effective date of terminatio n. In no event shall 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 reas on of such termination, incl uding any claim for compensation.
13. Force Majeure. Consultant shall not be liable for any failure to perform its obligations under this Agreement i f Consultant presents accepta ble evidence, in City’s sole judgment, that such failure was due to acts of God, embarg oes, inability to obtain labor or materials or reasonable substitutes for labor or mater ials, governmental restrictions, governmental regulations, governmental controls, judicial orders, enemy or hostile governmental action, civ il commotion, fire or other cas ualty, 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 A greement shall constitute a default. In the event that Consultant is in defau lt for cause under the terms of this Agreement, City shall ha ve no obligation or duty to con tinue compensating Consultant for any work performed after the date of default.
B. In addition to the right to te rminate pursuant to Section 12 , if the City Manager determines that Consultant is in default in the perform ance of any of the terms or conditions of this Agreement, City shall serve Consultant wi th 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 performan ce. 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 o r other communication required or permi tted under this Agreement shall be in writing and conclusively deemed effective: ( a) on personal delivery, (b) o n confirmed delivery by courier service during 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:
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TO CITY: TO CONSULTANT:
City of Manhattan Beach Geo syntec Consultants Inc.
Public Works Attn: Ken Susilo
Attn: Shawn Igoe 3415 Sepulveda Blvd. Ste 500
1400 Highland Avenue Los Angeles, CA 90034
Manhattan Beach, California 90266
COPY TO CITY ATTORNEY:
City of Manhattan Beach
Attn: City Attorney
1400 Highland Avenue
Manhattan Beach, CA 90266
16. Non-Discrimination and E qual 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, marit al status, national origin, a ncestry, age, physical disability, mental disability, medical condition, genetic infor mation, sexual orientation or other basis prohibited by law. Consultant will take affirmativ e action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious cree d, sex, gender, gender identity, gender expression, marit al status, national origin, a ncestry, 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 it s duties under this Agreement, either in whole or in part, without City’s prior written consent. City’s consent to an ass ignment of rights under this Agreement shall not release Consul tant from any of its obligati ons or alter any of its primary obligations to be performed under this Agreement. Any attempted assignment or delegation in violation of this Se ction shall be void and of no effect and shall entitle City to terminate this Agreement. As used in this Section, “assignm ent” 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 arisin g from this Agreement to any person or entity, whether by oper ation of law or otherwise, and regardless of the legal form of the transaction in which the attempted transfer occurs.
18. No Third Party Beneficiaries Intended. 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 reme dy of City, nor shall it be construed as a waiver of, or consent to, any breach or default. No waiver of any breach, DocuSign Envelope ID: 03C293E7-BB2C-44DC-87BC-83FCFE7FD3B0
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any failure of a condition, or any right or remedy under this A greement 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.
20. Final Payment Acceptance Constitutes Release. The acceptance by Consultant of the final paym ent made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensatio n 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 wri tten 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 ac curacy and competency of the information provided and/or work performed; nor shall su ch 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 mak e 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 avail able remedies, City may deduct the cost of such correction from any retention amount held by City or may withhold payment otherwise owed Consultant under this Agreement up to th e 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 fiscal year are within th e current fiscal budget and within an available, unexhaust ed fund. In the event that City does not appropriate sufficient funds for payment of Consultant’s services beyond th e 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 an d shall automatically terminate at the conclusion of such fiscal year.
23. Exhibits. Exhibits A and B constitute a part of this Agreement and are incorporated into this Agreement by this reference. If any inc onsistency exists or arises between a provision of this Agr eement and a provision of any ex hibit, or between a provision of this Agreement and a provision of Consultant’s pro posal, the provisions of this Agreement shall control.
24. Entire Agreement and Modification of Agreement. T h i s A g r e e m e n t a n d a l l exhibits referred to in this Agreement constitute the final, co m p l e t e a n d e x c l u s i v e statement of the terms of the agr eement between the Parties per taining 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 DocuSign Envelope ID: 03C293E7-BB2C-44DC-87BC-83FCFE7FD3B0
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this Agreement by, nor is any Par ty relying on, any representat ion or warranty except those expressly set forth in this Agreement. This Agreement ma y not be amended, nor any provision or breach hereof waived, except in a writing signed by both Parties.
25. Headings. The headings in this Agreement are included solely for conven ience of reference and shall not affect the interpretation of any pro vision 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, howeve r, 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, sh all be governed by and construed in accordance with the laws of the State of Californi a, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpret ing this Agreement. Any dispu te that arises under or relates to this Agreement (whether contract, tort or both) shal l be resolved 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 Ag reement (whether in contract, t ort or both) or seeks a declaration of any rights or ob ligations under this Agreement, the prevailing Party shall be entitled to recover all atto rneys’ 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 t his Agreement to be illegal, invalid or unenforceable for any reaso n , t h e v a l i d i t y o f a n d enforceability of the remaining pr ovisions of this Agreement sh all 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 consti tute one and the same instrument.
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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.
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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: Carrie Tai
Title: Acting Public Works Director
Consultant:
Geosyntec Consultants Inc.,
a Florida Corporation
By:
Ken Susilo
Project Director
PROOF OF AUTHORITY TO BIND
CONTRACTING PARTY REQUIRED
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3/16/2021
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3/16/2021
3/18/2021
3/19/2021
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EXHIBIT A
SCOPE OF SERVICES
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EXHIBIT B
APPROVED FEE SCHEDULE
TABLE 1: CIMP IMPLEMENTATION ANNUAL COST
Task # Description FY2021 FY2022 FY2023 3‐Year Contract Total
1 Project Management $48,504 $48,504 $48,504 $145,512
2 Revised CIMP $10,296 $12,132 ‐ $22,428
3 Receiving Water Monitoring $80,324 $80,324 $110,324 $270,972 4 Stormwater Outfall Monitoring $67,692 $67,692 $73,692 $209,076 5 Non‐Stormwater Outfall Monitoring $36,420 $36,420 $66,940 $139,780 6 Data Assessment and Reporting $69,378 $69,378 $91,462 $230,218 Geosyntec Agreement Total $312,614 $314,450 $390,922 $1,017,986
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