PISMO BEACH CITY COUNCIL / PISMO BEACH PUBLIC
FINANCING AGENCY BOARD OF DIRECTORS /
CENTRAL COAST BLUE REGIONAL RECYCLED WATER
AUTHORITY BOARD OF DIRECTORS
STAFF REPORT
Agenda Item #12.B
Meetin Date: Februar 3, 2026
TITLE:
Central Coast Blue Owner’s Advisor and Management Support Contracts RECOMMENDATION:
Pismo Beach City Council:
Adopt a Resolution authorizing the City Manager to enter into Professional Services Agreements related to Central Coast Blue with:
1.GHD, Inc. in the amount not to exceed $461,438 for Owner’s Advisor services; and
2.Water Systems Consulting, Inc. in an amount not to exceed $218,515 for Management Support Services; and
Appropriating related budget adjustments in Fiscal Year 2026.
DISCUSSION:
At the October 15, 2025 Joint meeting of the Pismo Beach City Council, Pismo Beach Financing Agency Board of Directors, and Central Coast Blue Regional Recycled Water Authority Board of Directors, staff received direction to proceed with fixed-price design- build as the procurement delivery model for the design and construction of the Central Coast Blue Project and to procure an Owner’s Advisor. At that meeting, staff also received direction to complete the communication plan for the project and begin implementation.
Owner’s Advisor Services
On November 20, 2025, staff issued a formal Request for Qualifications / Proposals to acquire the services of a qualified firm to serve as the Owner’s Advisor for Central Coast Blue. The Owner’s Advisor will lead the development of the design-build RFQ/P and rating criteria, ensuring alignment with project goals and risk management best practices. On December 23, 2025, four proposals were received and evaluated by a review panel.
Interviews were held with three firms on January 14, 2026. GHD, Inc. was determined to be the most qualified and has been selected to perform the work.
Management Support Services
On August 5, 2025 the City Council authorized a Professional Services Agreement with Water Systems Consulting, Inc. (WSC) to move forward with a project delivery plan and the development of a community engagement plan. That work has been completed and WSC has provided a proposal to continue with these project management support services. The scope of work includes internal project management support, funding and financing support, implementation of the community engagement plan, permitting coordination, and as-needed technical support for staff.
Council Agenda 2-3-2026 12.B-1
Conclusion and Recommendation
Staff recommends that the Council adopt a resolution (Attachment 1) authorizing the City Manager to enter into Professional Services Agreements with GHD, Inc. in an amount not to exceed $461,438 for Owner’s Advisor Services and with WSC in an amount not to exceed $218,515 for Management Support Services related to Central Coast Blue, and appropriating related budget adjustments in Fiscal Year 2026.
FISCAL IMPACT:
The fiscal impact of adopting the subject resolution is an additional $956,000 for Central Coast Blue, including $315,480 in the Water Enterprise Fund and $640,520 in the Wastewater Enterprise Fund in Fiscal Year (FY) 2026.
The Water and Wastewater Enterprise Funds’ total FY 2026 available budget for professional services is $224,467. The proposed professional services agreements for GHD for Owner’s Advisor services in the amount of $461,438 and WSC for Management Support Services in the amount of $218,515 total $679,953. Comparing the FY 2026 available budget to the proposed agreements, there is a $455,486 budget shortfall across both funds. Table 1 illustrates the FY 2026 available budget, proposed project cost, and budget shortfall.
Table 1: Fiscal Impact of Proposed Agreements
A FY 2026 Available Bud et Amount
Water Enterprise Fund $ 118,462
Wastewater Enterprise Fund 106,005
Total FY 2026 Available Bud et $ 224,467 B Proposed Pro ect Cost
WSC Project delivery and community
en a ement plan $ 218,515
GHD Owner's Adviso 461,438
Total Pro ect Cost $ 679,953
C = A -
B Bud et Surplus / Shortfall $ 455,486
In order to address this shortfall, staff recommends that the Council appropriate $456,000, of which 33%, or $150,480, would be added to the Water Enterprise Fund and 67%, or $305,520, would be added to the Wastewater Enterprise Fund, both in the professional services account for the Central Coast Blue project.
In addition, since the project has an aggressive timeline to ensure compliance with financing and grant agreements, staff recommends that the Council appropriate an additional $500,000, of which 33%, or $165,000, would be added to the Water Enterprise Council Agenda 2-3-2026 12.B-2
Fund and 67%, or $335,000 would be added to the Wastewater Enterprise Fund, both in the professional services account for the Central Coast Blue project.
The total of both these adjustments ($456,000 for the agreements plus $500,000 for additional project funds) is an additional $956,000, including 33%, or $315,480, in the Water Enterprise Fund and 67%, or $640,520, in the Wastewater Enterprise Fund, both in the professional services account for the Central Coast Blue project. The City’s most recent water and wastewater rate study and resulting rates can support this additional cost. Table 2 illustrates the additional proposed budget adjustments.
Table 2: Proposed Additional Budget Adjustments Proposed Agreements D Bud et Ad ustments for Shortfall
Water Enterprise Fund $ 150,480
Wastewater Enterprise Fund 305,520
Subtotal Bud et Ad ustments $ 45 ,000
E
Additional Budget Adjustments for CCB
Pro ect
Water Enterprise Fund $ 165,000
Wastewater Enterprise Fund 335,000
Subtotal Bud et Ad ustments $ 500,000
F
Budget Adjustments for Shortfall + CCB
Pro ect
Water Enterprise Fund $ 315,480
Wastewater Enterprise Fund 640,520
Subtotal Bud et Ad ustments $ 956,000
ATTACHMENTS:
1. Resolution
2. GHD Vendor Agreement
3. WSC Vendor Agreement
Prepared by:
Erin Olsen, Senior Management Analyst
Submitted by: Rosemarie Gaglione, PE, Director of Public Works City Manager Approval:
Council Agenda 2-3-2026 12.B-3
RESOLUTION NO. R-2026-XXX
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PISMO BEACH,
CALIFORNIA AUTHORIZING THE CITY MANAGER TO ENTER INTO
PROFESSIONAL SERVICES AGREEMENTS RELATED TO CENTRAL COAST BLUE WITH GHD, INC. IN THE AMOUNT NOT TO EXCEED $461,438 FOR OWNER’S ADVISOR SERVICES AND WATER SYSTEMS CONSULTING, INC. IN AN AMOUNT NOT TO EXCEED $218,515 FOR MANAGEMENT SUPPORT SERVICES, AND APPROPRIATING RELATED BUDGET ADJUSTMENTS IN FISCAL YEAR 2026 WHEREAS, on October 15, 2025 the City Council directed staff to proceed with fixed- price design-build as the procurement delivery model for the design and construction of the Central Coast Blue Project and to procure an Owner’s Advisor, as well as to complete the communication plan for the project and begin implementation; and WHEREAS, on November 20, 2025, staff issued a formal Request for Proposals to acquire the services of a qualified firm to serve as the Owner’s Advisor for Central Coast Blue; and
WHEREAS, four proposals were received and interviews were held with three firms on January 14, 2026; and
WHEREAS, GHD, Inc. (GHD) was determined to be the most qualified and has been selected to perform the work; and
WHEREAS, Water Systems Consulting, Inc. (WSC) has completed development of a project delivery plan and a community engagement plan; and WHEREAS, WSC has provided a proposal to continue with these project management support services including project management support, funding and financing support, implementation of the community engagement plan, permitting coordination, and as- needed technical support.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Pismo Beach hereby authorizes the City Manager to enter into a Professional Services Agreement, in substantially the form attached to staff’s report dated February 3, 2026, with GHD, Inc. in an amount not to exceed $461,438 for Owner’s Advisor Services for Central Coast Blue.
BE IT FURTHER RESOLVED that the City Council of the City of Pismo Beach hereby authorizes the City Manager to enter into a Professional Services Agreement, in substantially the form attached to staff’s report dated February 3, 2026, with Water Systems Consulting, Inc. in an amount not to exceed $218,515 for Management Support Services related to Central Coast Blue.
Attachment 1
Council Agenda 2-3-2026 12.B-4
BE IT FINALLY RESOLVED that the City Council of the City of Pismo Beach hereby appropriates $956,000, including 33%, or $315,480, in the Water Enterprise Fund and 67%, or $640,520, in the Wastewater Enterprise Fund, both in the professional services account for the Central Coast Blue project in Fiscal Year 2026.
UPON MOTION OF Council Member , seconded by Council Member , the foregoing resolution was adopted by the City Council of the City of Pismo Beach this 3rd day of February 2026, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
RECUSED:
Approved: Attest:
________________________ ________________________
Ed Waage, Mayor Erica Inderlied, City Clerk
IN WITNESS WHEREOF, I have hereunto set my hand and official seal of the City of Pismo Beach on _______________________.
________________________
Erica Inderlied, City Clerk
Attachment 1
Council Agenda 2-3-2026 12.B-5
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Vendor Agreement (Rev. 3/2024)
CITY OF PISMO BEACH
VENDOR AGREEMENT FOR PROFESSIONAL SERVICES
This Vendor Agreement for Professional Services (“AGREEMENT”) is made and entered into as of the date the AGREEMENT is fully executed by all parties (the “Effective Date”), by and between the City of Pismo Beach, a municipal corporation (“CITY”), and GHD, Inc. (“VENDOR”). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows:
RECITALS:
CITY wishes to retain the services of an experienced and qualified VENDOR to provide the following services:
Owner’s Advisor for Design Build – Central Coast Blue
VENDOR represents and warrants that it is qualified to perform those services.
AGREEMENT:
I. SERVICES TO BE PERFORMED BY VENDOR
VENDOR will provide the services listed in the Scope of Services attached hereto as Exhibit A.
VENDOR warrants that all work and services set forth in the Scope of Services will be performed in a competent, professional and satisfactory manner. Extra work beyond that described in the Scope of Services is not authorized without the express written approval of CITY. VENDOR shall request and receive written approval prior to performing any extra work. Any work beyond that reflected in the approved Scope of Services shall not be compensated by CITY unless prior written approval was provided under this paragraph. To the extent that Exhibit A is a proposal from VENDOR, such proposal is incorporated only for the description of the Scope of Services and no other terms and conditions from any such proposal shall apply to this AGREEMENT unless specifically agreed to by CITY in writing.
II.TERM
Unless earlier terminated in accordance with Section IV below, or unless the Scope of Services are substantially completed, the AGREEMENT will continue in full force and effect from the Effective Date through June 30, 2029. Upon mutual written agreement, the term of this AGREEMENT can be extended annually under the same terms for an additional one (1) year period, or longer as the parties agree in writing.
III. COMPENSATION
A.VENDOR’s Fee
For services rendered pursuant to this AGREEMENT, VENDOR will be paid in accordance with the Compensation Schedule attached hereto as Exhibit B. However, in no event will the total amount of money paid VENDOR, for services initially contemplated by this AGREEMENT and associated expenses, exceed the sum of four hundred sixty-one thousand four hundred thirty-eight dollars ($461,438), unless otherwise first approved in writing by CITY.
Should this AGREEMENT be extended pursuant to Section II, VENDOR’s fee may be adjusted upon the written agreement of the parties, in the form of an amendment to this AGREEMENT.
IV. TERMINATION OF AGREEMENT
A. CITY may at any time, for any reason, with or without cause, suspend or terminate this AGREEMENT, or any portion hereof, by serving upon VENDOR at least ten (10) days' prior written notice. Upon receipt of said notice, VENDOR shall immediately cease all work under this AGREEMENT, unless the notice provides otherwise. If CITY suspends or terminates a portion of this AGREEMENT, such suspension or termination shall not make void or invalidate the remainder of this AGREEMENT.
B. In the event this AGREEMENT is terminated pursuant to this Section, CITY shall pay to VENDOR the actual value of the work performed up to the time of termination, provided that the work performed is of value to CITY. Upon termination of the AGREEMENT pursuant to this Section, VENDOR will submit an invoice to CITY pursuant to Section III.
V.FORCE MAJEURE
If any party fails to perform its obligations because of strikes, lockouts, labor disputes, embargoes, "acts of God," inability to obtain labor or materials or reasonable substitutes for labor or materials, governmental restrictions, governmental regulations, governmental control, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond the reasonable control of the party obligated to perform, then that party’s performance shall be excused for a period equal to the period of such cause for failure to perform.
VI.RETENTION OF FUNDS
VENDOR authorizes CITY to deduct from any amount payable to VENDOR (whether or not arising out of this AGREEMENT) any amounts the payment of which may be in dispute or that are necessary to compensate CITY for any losses, costs, liabilities, or damages suffered by CITY, and all amounts for which CITY may be liable to third parties, by reason of VENDOR’s acts or omissions in performing or failing to perform VENDOR’s obligations under this AGREEMENT. In the event that any claim is made by a third party, the amount or validity of which is disputed by VENDOR, or any indebtedness exists that appears to be the basis for a claim of lien, CITY may withhold from any payment due, without liability for interest because of the withholding, an amount sufficient to cover the claim. The failure of CITY to exercise the right to deduct or to withhold will not, however, affect the obligations of VENDOR to insure, indemnify, and protect CITY as elsewhere provided in this AGREEMENT.
VII. CITY REPRESENTATIVE
The Director of Public Works is designated as the “City Representative,” authorized to act in its behalf with respect to the work and services specified in this AGREEMENT and to make all decisions in connection with this AGREEMENT. Whenever approval, directions, or other actions are required by Attachment 2
Council Agenda 2-3-2026 12.B-6
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CITY under this AGREEMENT, those actions will be taken by CITY Representative, unless otherwise stated. CITY’s City Manager has the right to designate another CITY Representative at any time, by providing notice to VENDOR.
VIII. VENDOR REPRESENTATIVE(S)
The person(s) employed by VENDOR whose name(s) are set forth immediately following the signatures of the parties executing this AGREEMENT are designated as being the representative(s) of VENDOR authorized to act on its behalf with respect to the work specified in this AGREEMENT and make all decisions in connection with this AGREEMENT.
IX.INDEPENDENT CONTRACTOR
VENDOR is, and at all times will remain as to CITY, a wholly independent contractor. Neither CITY nor any of its elected officials, officers, employees or agents will have control over the conduct of VENDOR or any of VENDOR’s employees, except as otherwise set forth in this AGREEMENT and then only as to the results to be accomplished and not the method by which VENDOR provides the Scope of Services. VENDOR may not, at any time or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY.
X.BUSINESS LICENSE
VENDOR must obtain a CITY business license prior to the start of work under this AGREEMENT, unless VENDOR is qualified for an exemption.
XI. OTHER LICENSES AND PERMITS
VENDOR warrants that it has all professional, contracting and other permits and licenses required to undertake the work contemplated by this AGREEMENT.
XII. VENDOR’S ACCOUNTING RECORDS; OTHER PROJECT RECORDS A. VENDOR shall maintain complete and accurate records with respect to sales, costs, expenses, receipts, and other such information required by CITY that relate to the performance of services under this AGREEMENT. VENDOR shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services.
B. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. VENDOR shall provide free access to the representatives of CITY or its designees at reasonable times to such books and records; shall give CITY the right to examine and audit said books and records; shall permit CITY to make transcripts or copies therefrom as necessary; and shall allow inspection of 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 (3) years after receipt of final payment. Upon completion of, or in the event of termination or suspension of this AGREEMENT, all original documents, designs, drawings, maps, models, computer files, surveys, notes, and other documents prepared in the course of providing the services to be performed pursuant to this AGREEMENT shall become the sole property of CITY and may be used, reused, or otherwise disposed of by CITY without the permission of VENDOR. With respect to computer files, VENDOR shall make available to CITY, at VENDOR's office and upon reasonable written request by CITY, the necessary computer software and hardware for purposes of accessing, compiling, transferring, copying and/or XIII. INDEMNIFICATION
A. Non-design, non-construction Professional Services:
Attachment 2
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Vendor Agreement (Rev. 3/2024)
employees, volunteers and agents (“City Indemnitees”), from and against all claims, damages, injuries, losses, and expenses including costs, attorney fees, expert consultant and expert witness fees arising out of, pertaining to or relating to, the negligence, recklessness or willful misconduct of VENDOR, except to the extent caused by the sole negligence, active negligence or willful misconduct of CITY. Negligence, recklessness or willful misconduct of any subcontractor employed by VENDOR shall be conclusively deemed to be the negligence, recklessness or willful misconduct of VENDOR unless adequately corrected by VENDOR. In the event CITY Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from VENDOR’s performance of this AGREEMENT, VENDOR shall provide a defense to CITY Indemnitees or at CITY’s option, reimburse CITY Indemnitees their costs of defense, including reasonable legal fees, incurred in defense of such claims. In no event shall the cost to defend charged to VENDOR under this paragraph exceed VENDOR’s proportionate percentage of fault. However, notwithstanding the previous sentence, in the event one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, VENDOR shall meet and confer with other parties regarding unpaid defense costs.
D. Payment by CITY is not a condition precedent to enforcement of the indemnities in paragraph A, B, or C. In the event of any dispute between VENDOR and CITY, as to whether liability arises from the active negligence, sole negligence or willful misconduct of CITY or its officers, employees, or agents, VENDOR will be obligated to pay for CITY’s defense until such time as a final judgment has been entered adjudicating CITY as having been actively negligent, solely negligent or as having engaged in willful misconduct. Except as otherwise required by Civil Code Section 2782.8, VENDOR will not be entitled in the absence of such a determination to any reimbursement of defense costs including but not limited to attorney’s fees, expert fees and costs of litigation. The provisions of this Section 13 shall survive completion of VENDOR’s services or the termination of this AGREEMENT.
XIV. NON-LIABILITY OF CITY OFFICERS AND EMPLOYEES
No elected official, officer, employee, or agent of CITY will be personally liable to VENDOR, in the event of any default or breach by CITY or for any amount that may become due to VENDOR.
XV. INSURANCE
A. Without limiting VENDOR’s indemnification of CITY, and prior to commencement of the Scope of Services, VENDOR shall obtain, provide and maintain at its own expense during the term of this AGREEMENT, policies of insurance of the type and amounts described below and in a form that is satisfactory to CITY.
1. General liability insurance. VENDOR shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office (ISO) form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.
2. Automobile liability insurance. If VENDOR owns vehicles used in performing the Scope of Services in any manner, VENDOR shall maintain automobile insurance at least as broad as Insurance Services Office (ISO) form CA 00 01 covering bodily injury and property damage for all activities of VENDOR arising out of or in connection with any work to be performed under this AGREEMENT, including coverage for any owned, Attachment 2
Council Agenda 2-3-2026 12.B-8
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Vendor Agreement (Rev. 3/2024)
assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by CITY’s Risk Manager.
6. Waiver of subrogation. All insurance coverage maintained or procured pursuant to this AGREEMENT shall be endorsed to waive subrogation against CITY, its elected or appointed officials, agents, officers, employees, and volunteers or shall specifically allow VENDOR or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. VENDOR hereby waives its own right of recovery against CITY, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
7. Enforcement of contract provisions (non-estoppel). VENDOR acknowledges and agrees that any actual or alleged failure on the part of CITY to inform VENDOR of non- compliance with any requirement imposes no additional obligations on CITY nor does it waive any rights hereunder.
8. Requirements not limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance.
Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If VENDOR maintains higher limits than the minimums shown above, CITY requires and shall be entitled to coverage for the higher limits maintained by VENDOR. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to CITY.
9. Notice of cancellation. VENDOR agrees to oblige its insurance agent or broker and insurers to provide to CITY with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. In the event VENDOR’s policy of insurance cannot be endorsed to provide this notice of cancellation, VENDOR shall provide CITY notice of such cancellation, in writing, not later than 24 hours following the effective time of such cancellation.
10. Additional insured status. General liability policies shall provide or be endorsed to provide that CITY and its officers, officials, employees, and agents shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. Each such insurance policy shall contain language substantially similar to the following clause:
"The City of Pismo Beach, its elected and appointed officials, officers, employees, and agents are named as additional insureds as respects operations of the named insured performed under contract with the City of Pismo Beach." CITY need not be named as an additional insured on professional liability insurance policies.
11. Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to CITY and approved of in writing by CITY’s Risk Manager or City Attorney.
XVI. SUBCONTRACTORS
Before VENDOR retains or hires a subcontractor to provide any work, labor, or services relative to this AGREEMENT, VENDOR must:
A. Present the name and identifying information of the subcontractor that will provide any work, labor, or services to CITY;
B. Present to CITY the form of subcontract that will be used with the subcontractor for CITY’s approval, which approval will not be unreasonably withheld. Such subcontract agreement must include an indemnity agreement that is generally in accord with the indemnity obligations contained in paragraph XII of this AGREEMENT and must specifically name CITY as an indemnified party; and
C. Secure from the subcontractor evidence of insurance coverage that meets with this AGREEMENT including naming CITY as an additional insured as required by this AGREEMENT, unless such requirement is waived in writing by CITY's Risk Manager as provided in paragraph XXV below.
Attachment 2
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Vendor Agreement (Rev. 3/2024)
XVII. CONFLICT OF INTEREST
No officer or employee of CITY may have any financial interest, direct or indirect, in this AGREEMENT, nor may any officer or employee participate in any decision relating to the AGREEMENT that affects the officer or employee’s financial interest or the financial interest of any corporation, partnership, or association in which the officer or employee is directly or indirectly interested, in violation of any law, rule or regulation.
No person may offer, give, or agree to give any officer or employee or former officer or employee, nor may any officer or employee solicit, demand, accept, or agree to accept from another person, a gratuity or an offer of employment in connection with any decision, approval, disapproval, recommendation, preparation or any part of a program requirement or a purchase request, influencing the content of any specification or procurement standard, rendering of advice, investigation, auditing, or in any other advisory capacity in any way pertaining to any program requirement, contract or subcontract, or to any solicitation or proposal.
XVIII. NOTICE
All notices, requests, demands, or other communications under this AGREEMENT will be in writing.
Notice will be sufficiently given for all purposes as follows:
A. Personal delivery. When personally delivered to the recipient; notice is effective on delivery.
B. First Class mail. When mailed first class to the last address of the recipient known to the party giving notice; notice is effective three mail delivery days after deposit in a United States Postal Service office or mailbox.
C. Certified mail. When mailed certified mail, return receipt requested; notice is effective on receipt, if delivery is confirmed by a return receipt.
D. Overnight delivery. When delivered by an overnight delivery service, charges prepaid or charged to the sender’s account; notice is effective on delivery, if delivery is confirmed by the delivery service.
E. Facsimile transmission. When sent by fax to the last fax number of the recipient known to the party giving notice; notice is effective on receipt. Any notice given by fax will be deemed received on the next business day if it is received after 5:00 p.m. (recipient’s time) or on a non- business day.
Addresses for purpose of giving notice are as set forth immediately following the signatures of the parties executing this AGREEMENT.
F. Any correctly addressed notice that is refused, unclaimed, or undeliverable because of an act or omission of the party to be notified, will be deemed effective as of the first date the notice was refused, unclaimed or deemed undeliverable by the postal authorities, messenger or overnight delivery service.
G. Either party may change its address or fax number by giving the other party notice of the change in any manner permitted by this AGREEMENT. Any change in address or fax number that is not provided to the other party will not void delivery of any notice under this AGREEMENT, and delivery to the last known address or fax number shall be deemed sufficient for notice under this AGREEMENT.
XIX. PROHIBITION AGAINST ASSIGNMENT AND SUBCONTRACTING
This AGREEMENT and all exhibits are binding on the heirs, successors, and assigns of the parties.
The AGREEMENT may not be assigned or subcontracted by either CITY or VENDOR without the prior written consent of the other.
XX. INTERPRETATION
The terms of this AGREEMENT shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this AGREEMENT or any other rule of construction that might otherwise apply.
XXI. SEVERABILITY
If any part of this AGREEMENT is found to be in conflict with applicable laws, that part will be inoperative, null and void insofar as it is in conflict with any applicable laws, but the remainder of the AGREEMENT will remain in full force and effect.
XXII. TIME OF ESSENCE
Time is of the essence in the performance of this AGREEMENT.
XXIII. GOVERNING LAW; JURISDICTION
This AGREEMENT will be administered and interpreted under the laws of the State of California.
Jurisdiction of and venue for any litigation arising from the AGREEMENT will be in the Superior Court of the San Luis Obispo County, or in the United States District Court for the Central District of California.
XXIV. COMPLIANCE WITH STATUTES AND REGULATIONS
VENDOR will be knowledgeable of and will comply with all applicable federal, state, county and city statutes, rules, regulations, ordinances and orders. VENDOR and its subcontractor(s) shall not discriminate against any person in the performance of this AGREEMENT on the basis of race, religion, national origin, color, age, sex, sexual orientation, AIDS, HIV status, disability, or any other basis protected by state or federal law, and shall comply with applicable federal and state equal employment opportunity laws, ordinances, rules and regulations.
XXV. WAIVER OF BREACH
No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default will impair the right or remedy or be construed as a waiver. A party’s consent or approval of any act by the other party requiring the party’s consent or approval will not be deemed to waive or render unnecessary the other party’s consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and will not be a waiver of any other default concerning the same or any other provision of this AGREEMENT.
XXVI. ATTORNEY’S FEES
Except as provided for in paragraph XV, in any dispute, litigation, arbitration, or other proceeding by which one party either 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 Attachment 2
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Vendor Agreement (Rev. 3/2024)
will be awarded reasonable attorney’s fees, together with any costs and expenses, to resolve the dispute and to enforce any judgment, including post judgment attorney’s fees costs and expenses and any attorneys’ fees or costs incurred on appeal of any judgment.
XXVII. EXHIBITS
All exhibits identified in this AGREEMENT are incorporated into the AGREEMENT by this reference.
In the event of any conflict between the terms of this AGREEMENT and the terms of an exhibit, the terms of this AGREEMENT shall control. Notwithstanding the foregoing sentence, the provisions of Section XIII of this AGREEMENT shall not be altered, amended, limited or otherwise affected in any manner by any language included in an exhibit to this AGREEMENT, even if such exhibit purports to affect the provisions of Section XIII.
XXVIII. VENDOR’S AUTHORITY TO EXECUTE
The persons executing this AGREEMENT on behalf of the VENDOR warrant that:
A. the VENDOR is duly organized and existing under the appropriate State laws; B. they are duly authorized to execute this AGREEMENT on behalf of the VENDOR; C. by so executing this AGREEMENT, the VENDOR is formally bound to the provisions of this AGREEMENT; and
D. entering into this AGREEMENT does not violate any provision of any other AGREEMENT to which the VENDOR is bound.
XXIX. INTEGRATION; AMENDMENT
This AGREEMENT represents the entire understanding of CITY and VENDOR as to those matters contained in it. No prior oral or written understanding will be of any force or effect with respect to the terms of this AGREEMENT. The AGREEMENT may not be modified or altered except in writing signed by both parties.
IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed the day and year last written below.
Signatures begin on next page.
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Vendor Agreement (Rev. 3/2024)
CITY:
City of Pismo Beach, a Municipal Corporation
Signed:
Name: Rosemarie R. Gaglione, PE
Title: Director of Public Works
Dated: ________________________________
Signed:
Name: Jorge E. Garcia
Title: City Manager
Dated: ________________________________
Address for giving notice (See Section XVIII):
760 Mattie Road, Pismo Beach, CA 93449
ATTEST:
Signed:
Name: Erica Inderlied
Title: City Clerk
APPROVED AS TO FORM:
Signed:
Name: Dean J. Pucci
Title: City Attorney
VENDOR:
GHD, Inc.
Signed:
Name: ________________________________
Title: _________________________________
Dated: ________________________________
Address for giving notice (See Section XVIII):
______________________________________
______________________________________
Email address for official communications:
______________________________________
Vendor Representative (See Section VIII):
Name/Title: ____________________________
Attachments:
Exhibit A: Scope of Service
Exhibit B: Compensation Schedule
Attachment 2
Council Agenda 2-3-2026 12.B-11
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Attachment 2
Council Agenda 2-3-2026 12.B-13
Fee Proposal
City of Pismo Beach OA Services Central Coast Blue
We have assumed the project will utilize an Industry Standard Design Build Contract, and will not develop a new custom contract GHD reserves the right to move budget and hours between Tasks GHD rates are valid until October 31, 2026
We have assumed the tasks 1-7 will be completed by October 31, 2026, and a new Fee Proposal will be developed for future work Description
Principal in
Charge
Project
Manager
Deputy Project
Manager
Technical
Advisor Procurement
Strategic
Planning
Funding
Coordination
Risk
Mitigation
Project
Controls
Wastewater
Process SME MF SME RO SME
UV-AOP
SME
Start up and
Comissioning
Project
Engineer
Staff
Engineer
Project
Admin
Support
Comm/
Graphics
F
u
n
d
i Total Hours Labor Total
Montgomery &
Associates Subs Markup Total Subcontractors
Travel
Expenses
Total
Disbursements
Estimated
Project Total
Mark
Donovan Steve Wait Kevin Daniels
David
Lindow
Greg
Watanabe
Paul
Hermann
Rebecca
Crow
Gordon
Varney
Allie
Syiem
Coenraad
Pretorius
Kelley Lang-
Haider
Abhay
Hanamsagar
Orren
Schneider
Mike
Pankratz Various Various Various Yossif Yip
V
a
r
i
$395 $340 $340 $375 $395 $395 $325 $325 $300 $355 $325 $350 $365 $295 $275 $220 $185 $203 Task1 Project Management 8 40 40 0 0 0 0 0 12 0 0 0 0 0 12 27 15 0 154 $45,975 $2,500 $250 $2,750 $10,000 $10,000 $58,725 Subtask 1.2 General PM Coordination/Scheduling/Invoicing/Etc.0 20 20 0 0 0 0 0 12 0 0 0 0 0 0 15 15 0 82 $23,275 $2,500 $250 $2,750 $10,000 $10,000 $36,025 Subtask 1.3 Kickoff Meeting and Regular Meetings 8 20 20 0 0 0 0 0 0 0 0 0 0 0 12 12 0 0 72 $22,700 $0 $0 $0 $0 $0 $22,700 Task2 Procurement Management 30 54 46 8 28 68 16 16 0 8 8 8 8 8 116 96 0 0 518 $163,710 $7,500 $750 $8,250 $0 $0 $171,960 Subtask 2.2 Initial OA/City Integration 4 20 20 0 0 4 0 0 0 0 0 0 0 0 16 16 0 0 80 $24,680 $0 $0 $0 $0 $0 $24,680 Subtask 2.3 Develop procurement strategy and evaluation criteria 2 2 2 4 2 12 0 0 0 0 0 0 0 0 20 0 0 0 44 $14,680 $0 $0 $0 $0 $0 $14,680 Subtask 2.4 Draft RFP, Design Criteria Requirements and Contract Documents 16 16 8 4 12 40 0 8 0 8 8 8 8 8 40 40 0 0 224 $72,440 $7,500 $750 $8,250 $0 $0 $80,690 Subtask 2.5 Support RFP Response and Selection and Award Process 8 16 16 0 14 12 16 8 0 0 0 0 0 0 40 40 0 0 170 $51,910 $0 $0 $0 $0 $0 $51,910 Task3 Strategic Planning 6 8 6 0 0 20 0 0 0 0 0 0 0 0 8 12 0 0 60 $19,870 $7,500 $750 $8,250 $0 $0 $28,120 Subtask 3.2 Procurement Phase Strategic Planning 6 8 6 0 0 20 0 0 0 0 0 0 0 0 8 12 0 0 60 $19,870 $7,500 $750 $8,250 $0 $0 $28,120 Task4 Added: Management Support 10 78 164 0 0 0 5 0 0 0 0 0 0 0 0 0 8 17 282 $92,786 $0 $0 $0 $0 $0 $92,786 Subtask 4.1 Project Management 4 12 16 0 0 0 0 0 0 0 0 0 0 0 0 0 8 8 48 $14,204 $0 $0 $0 $0 $0 $14,204 Subtask 4.2 City Coordination 3 16 20 0 0 0 0 0 0 0 0 0 0 0 0 0 0 3 42 $14,034 $0 $0 $0 $0 $0 $14,034 Subtask 4.3 City Council Update 3 8 12 0 0 0 0 0 0 0 0 0 0 0 0 0 0 6 29 $9,203 $0 $0 $0 $0 $0 $9,203 Subtask 4.4 Consultant Coordination 0 20 48 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 68 $23,120 $0 $0 $0 $0 $0 $23,120 Subtask 4.5 Scheduling Management 0 6 16 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 22 $7,480 $0 $0 $0 $0 $0 $7,480 Subtask 4.6 Risk Management 0 8 20 0 0 0 5 0 0 0 0 0 0 0 0 0 0 0 33 $11,145 $0 $0 $0 $0 $0 $11,145 Subtask 4.7 Budget Management 0 8 32 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 40 $13,600 $0 $0 $0 $0 $0 $13,600 Task5 Added: Funding and Financing Support 0 0 0 0 0 0 120 0 0 0 0 0 0 0 0 0 0 20 180 $48,300 $31,270 $3,127 $34,397 $0 $0 $82,697 Subtask 5.1 Groundwater Grant Administration 0 0 0 0 0 0 80 0 0 0 0 0 0 0 0 0 0 20 140 $35,300 $31,270 $3,127 $34,397 $0 $0 $69,697 Subtask 5.2 Title XVI Grant Application 0 0 0 0 0 0 18 0 0 0 0 0 0 0 0 0 0 0 18 $5,850 $0 $0 $0 $0 $0 $5,850 Subtask 5.3 CWSRF Loan Agreement Support 0 0 0 0 0 0 22 0 0 0 0 0 0 0 0 0 0 0 22 $7,150 $0 $0 $0 $0 $0 $7,150 Task6 Added: Technical Support 0 0 20 0 0 0 0 0 20 0 0 0 0 0 0 0 0 0 40 $12,800 $0 $0 $0 $0 $0 $12,800 Subtask 6.1 As-Needed Technical Support 0 0 20 0 0 0 0 0 20 0 0 0 0 0 0 0 0 0 40 $12,800 $0 $0 $0 $0 $0 $12,800 Task7 Expression of Interest Works 6 6 6 0 0 20 0 0 0 0 0 0 0 0 0 0 0 0 38 $14,350 $0 $0 $0 $0 $0 $14,350 Subtask 7.1 Development of document 1 1 1 0 0 8 0 0 0 0 0 0 0 0 0 0 0 0 11 $4,235 $0 $0 $0 $0 $0 $4,235 Subtask 7.2 Site visit with potential DBE's 4 4 4 0 0 4 0 0 0 0 0 0 0 0 0 0 0 0 16 $5,880 $0 $0 $0 $0 $0 $5,880 Subtask 7.3 Summary Report of Submitters 1 1 1 0 0 8 0 0 0 0 0 0 0 0 0 0 0 0 11 $4,235 $0 $0 $0 $0 $0 $4,235 Total Labor Hours 60 186 282 8 28 108 141 16 32 8 8 8 8 8 136 135 23 37 1272 $397,791 $48,770 $4,877 $53,647 $10,000 $10,000 $461,438 x Estimated Project Total $23,700 $63,240 $95,880 $3,000 $11,060 $42,660 $45,825 $5,200 $9,600 $2,840 $2,600 $2,800 $2,920 $2,360 $37,400 $29,700 $4,255 $7,511 1272 $397,791 $48,770 $4,877 $53,647 $10,000 $10,000 $461,438 Exhibit B Attachment 2
Council Agenda 2-3-2026 12.B-14
1 of 12
Vendor Agreement (Rev. 3/2024)
CITY OF PISMO BEACH
VENDOR AGREEMENT FOR PROFESSIONAL SERVICES
This Vendor Agreement for Professional Services (“AGREEMENT”) is made and entered into as of the date the AGREEMENT is fully executed by all parties (the “Effective Date”), by and between the City of Pismo Beach, a municipal corporation (“CITY”), and Water Systems Consulting, Inc. (“VENDOR”). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows:
RECITALS:
CITY wishes to retain the services of an experienced and qualified VENDOR to provide the following services:
Central Coast Blue Management Support Services
VENDOR represents and warrants that it is qualified to perform those services.
AGREEMENT:
I. SERVICES TO BE PERFORMED BY VENDOR
VENDOR will provide the services listed in the Scope of Services attached hereto as Exhibit A.
VENDOR warrants that all work and services set forth in the Scope of Services will be performed in a competent, professional and satisfactory manner. Extra work beyond that described in the Scope of Services is not authorized without the express written approval of CITY. VENDOR shall request and receive written approval prior to performing any extra work. Any work beyond that reflected in the approved Scope of Services shall not be compensated by CITY unless prior written approval was provided under this paragraph. To the extent that Exhibit A is a proposal from VENDOR, such proposal is incorporated only for the description of the Scope of Services and no other terms and conditions from any such proposal shall apply to this AGREEMENT unless specifically agreed to by CITY in writing.
II. TERM
Unless earlier terminated in accordance with Section IV below, or unless the Scope of Services are substantially completed, the AGREEMENT will continue in full force and effect from the Effective Date through December 31, 2026. Upon mutual written agreement, the term of this AGREEMENT can be extended annually under the same terms for an additional one (1) year period, or longer as the parties agree in writing.
III. COMPENSATION
A. VENDOR’s Fee
For services rendered pursuant to this AGREEMENT, VENDOR will be paid in accordance with the Compensation Schedule attached hereto as Exhibit B. However, in no event will the total amount of money paid VENDOR, for services initially contemplated by this AGREEMENT and associated expenses, exceed the sum of two hundred eighteen thousand five hundred fifteen dollars ($218,515), unless otherwise first approved in writing by CITY. Should this AGREEMENT be extended pursuant to Section II, VENDOR’s fee may be adjusted upon the written agreement of the parties, in the form of an amendment to this AGREEMENT.
IV. TERMINATION OF AGREEMENT
A. CITY may at any time, for any reason, with or without cause, suspend or terminate this AGREEMENT, or any portion hereof, by serving upon VENDOR at least ten (10) days' prior written notice. Upon receipt of said notice, VENDOR shall immediately cease all work under this AGREEMENT, unless the notice provides otherwise. If CITY suspends or terminates a portion of this AGREEMENT, such suspension or termination shall not make void or invalidate the remainder of this AGREEMENT.
B. In the event this AGREEMENT is terminated pursuant to this Section, CITY shall pay to VENDOR the actual value of the work performed up to the time of termination, provided that the work performed is of value to CITY. Upon termination of the AGREEMENT pursuant to this Section, VENDOR will submit an invoice to CITY pursuant to Section III.
V. FORCE MAJEURE
If any party fails to perform its obligations because of strikes, lockouts, labor disputes, embargoes, "acts of God," inability to obtain labor or materials or reasonable substitutes for labor or materials, governmental restrictions, governmental regulations, governmental control, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond the reasonable control of the party obligated to perform, then that party’s performance shall be excused for a period equal to the period of such cause for failure to perform.
VI. RETENTION OF FUNDS
VENDOR authorizes CITY to deduct from any amount payable to VENDOR (whether or not arising out of this AGREEMENT) any amounts the payment of which may be in dispute or that are necessary to compensate CITY for any losses, costs, liabilities, or damages suffered by CITY, and all amounts for which CITY may be liable to third parties, by reason of VENDOR’s acts or omissions in performing or failing to perform VENDOR’s obligations under this AGREEMENT. In the event that any claim is made by a third party, the amount or validity of which is disputed by VENDOR, or any indebtedness exists that appears to be the basis for a claim of lien, CITY may withhold from any payment due, without liability for interest because of the withholding, an amount sufficient to cover the claim. The failure of CITY to exercise the right to deduct or to withhold will not, however, affect the obligations of VENDOR to insure, indemnify, and protect CITY as elsewhere provided in this AGREEMENT.
VII. CITY REPRESENTATIVE
The Director of Public Works is designated as the “City Representative,” authorized to act in its behalf with respect to the work and services specified in this AGREEMENT and to make all decisions in connection with this AGREEMENT. Whenever approval, directions, or other actions are required by Attachment 3
Council Agenda 2-3-2026 12.B-15
3 of 12
Vendor Agreement (Rev. 3/2024)
CITY under this AGREEMENT, those actions will be taken by CITY Representative, unless otherwise stated. CITY’s City Manager has the right to designate another CITY Representative at any time, by providing notice to VENDOR.
VIII. VENDOR REPRESENTATIVE(S)
The person(s) employed by VENDOR whose name(s) are set forth immediately following the signatures of the parties executing this AGREEMENT are designated as being the representative(s) of VENDOR authorized to act on its behalf with respect to the work specified in this AGREEMENT and make all decisions in connection with this AGREEMENT.
IX. INDEPENDENT CONTRACTOR
VENDOR is, and at all times will remain as to CITY, a wholly independent contractor. Neither CITY nor any of its elected officials, officers, employees or agents will have control over the conduct of VENDOR or any of VENDOR’s employees, except as otherwise set forth in this AGREEMENT and then only as to the results to be accomplished and not the method by which VENDOR provides the Scope of Services. VENDOR may not, at any time or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY.
X. BUSINESS LICENSE
VENDOR must obtain a CITY business license prior to the start of work under this AGREEMENT, unless VENDOR is qualified for an exemption.
XI. OTHER LICENSES AND PERMITS
VENDOR warrants that it has all professional, contracting and other permits and licenses required to undertake the work contemplated by this AGREEMENT.
XII. VENDOR’S ACCOUNTING RECORDS; OTHER PROJECT RECORDS A. VENDOR shall maintain complete and accurate records with respect to sales, costs, expenses, receipts, and other such information required by CITY that relate to the performance of services under this AGREEMENT. VENDOR shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services.
B. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. VENDOR shall provide free access to the representatives of CITY or its designees at reasonable times to such books and records; shall give CITY the right to examine and audit said books and records; shall permit CITY to make transcripts or copies therefrom as necessary; and shall allow inspection of 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 (3) years after receipt of final payment. Upon completion of, or in the event of termination or suspension of this AGREEMENT, all original documents, designs, drawings, maps, models, computer files, surveys, notes, and other documents prepared in the course of providing the services to be performed pursuant to this AGREEMENT shall become the sole property of CITY and may be used, reused, or otherwise disposed of by CITY without the permission of VENDOR. With respect to computer files, VENDOR shall make available to CITY, at VENDOR's office and upon reasonable written request by CITY, the necessary computer software and hardware for purposes of accessing, compiling, transferring, copying and/or XIII. INDEMNIFICATION
A. Non-design, non-construction Professional Services:
Attachment 3
Council Agenda 2-3-2026 12.B-16
5 of 12
Vendor Agreement (Rev. 3/2024)
employees, volunteers and agents (“City Indemnitees”), from and against all claims, damages, injuries, losses, and expenses including costs, attorney fees, expert consultant and expert witness fees arising out of, pertaining to or relating to, the negligence, recklessness or willful misconduct of VENDOR, except to the extent caused by the sole negligence, active negligence or willful misconduct of CITY. Negligence, recklessness or willful misconduct of any subcontractor employed by VENDOR shall be conclusively deemed to be the negligence, recklessness or willful misconduct of VENDOR unless adequately corrected by VENDOR. In the event CITY Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from VENDOR’s performance of this AGREEMENT, VENDOR shall provide a defense to CITY Indemnitees or at CITY’s option, reimburse CITY Indemnitees their costs of defense, including reasonable legal fees, incurred in defense of such claims. In no event shall the cost to defend charged to VENDOR under this paragraph exceed VENDOR’s proportionate percentage of fault. However, notwithstanding the previous sentence, in the event one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, VENDOR shall meet and confer with other parties regarding unpaid defense costs.
D. Payment by CITY is not a condition precedent to enforcement of the indemnities in paragraph A, B, or C. In the event of any dispute between VENDOR and CITY, as to whether liability arises from the active negligence, sole negligence or willful misconduct of CITY or its officers, employees, or agents, VENDOR will be obligated to pay for CITY’s defense until such time as a final judgment has been entered adjudicating CITY as having been actively negligent, solely negligent or as having engaged in willful misconduct. Except as otherwise required by Civil Code Section 2782.8, VENDOR will not be entitled in the absence of such a determination to any reimbursement of defense costs including but not limited to attorney’s fees, expert fees and costs of litigation. The provisions of this Section 13 shall survive completion of VENDOR’s services or the termination of this AGREEMENT.
XIV. NON-LIABILITY OF CITY OFFICERS AND EMPLOYEES
No elected official, officer, employee, or agent of CITY will be personally liable to VENDOR, in the event of any default or breach by CITY or for any amount that may become due to VENDOR.
XV. INSURANCE
A. Without limiting VENDOR’s indemnification of CITY, and prior to commencement of the Scope of Services, VENDOR shall obtain, provide and maintain at its own expense during the term of this AGREEMENT, policies of insurance of the type and amounts described below and in a form that is satisfactory to CITY.
1. General liability insurance. VENDOR shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office (ISO) form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.
2. Automobile liability insurance. If VENDOR owns vehicles used in performing the Scope of Services in any manner, VENDOR shall maintain automobile insurance at least as broad as Insurance Services Office (ISO) form CA 00 01 covering bodily injury and property damage for all activities of VENDOR arising out of or in connection with any work to be performed under this AGREEMENT, including coverage for any owned, Attachment 3
Council Agenda 2-3-2026 12.B-17
7 of 12
Vendor Agreement (Rev. 3/2024)
assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by CITY’s Risk Manager.
6. Waiver of subrogation. All insurance coverage maintained or procured pursuant to this AGREEMENT shall be endorsed to waive subrogation against CITY, its elected or appointed officials, agents, officers, employees, and volunteers or shall specifically allow VENDOR or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. VENDOR hereby waives its own right of recovery against CITY, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
7. Enforcement of contract provisions (non-estoppel). VENDOR acknowledges and agrees that any actual or alleged failure on the part of CITY to inform VENDOR of non- compliance with any requirement imposes no additional obligations on CITY nor does it waive any rights hereunder.
8. Requirements not limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance.
Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If VENDOR maintains higher limits than the minimums shown above, CITY requires and shall be entitled to coverage for the higher limits maintained by VENDOR. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to CITY.
9. Notice of cancellation. VENDOR agrees to oblige its insurance agent or broker and insurers to provide to CITY with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. In the event VENDOR’s policy of insurance cannot be endorsed to provide this notice of cancellation, VENDOR shall provide CITY notice of such cancellation, in writing, not later than 24 hours following the effective time of such cancellation.
10. Additional insured status. General liability policies shall provide or be endorsed to provide that CITY and its officers, officials, employees, and agents shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. Each such insurance policy shall contain language substantially similar to the following clause:
"The City of Pismo Beach, its elected and appointed officials, officers, employees, and agents are named as additional insureds as respects operations of the named insured performed under contract with the City of Pismo Beach." CITY need not be named as an additional insured on professional liability insurance policies.
11. Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to CITY and approved of in writing by CITY’s Risk Manager or City Attorney.
XVI. SUBCONTRACTORS
Before VENDOR retains or hires a subcontractor to provide any work, labor, or services relative to this AGREEMENT, VENDOR must:
A. Present the name and identifying information of the subcontractor that will provide any work, labor, or services to CITY;
B. Present to CITY the form of subcontract that will be used with the subcontractor for CITY’s approval, which approval will not be unreasonably withheld. Such subcontract agreement must include an indemnity agreement that is generally in accord with the indemnity obligations contained in paragraph XII of this AGREEMENT and must specifically name CITY as an indemnified party; and
C. Secure from the subcontractor evidence of insurance coverage that meets with this AGREEMENT including naming CITY as an additional insured as required by this AGREEMENT, unless such requirement is waived in writing by CITY's Risk Manager as provided in paragraph XXV below.
Attachment 3
Council Agenda 2-3-2026 12.B-18
9 of 12
Vendor Agreement (Rev. 3/2024)
XVII. CONFLICT OF INTEREST
No officer or employee of CITY may have any financial interest, direct or indirect, in this AGREEMENT, nor may any officer or employee participate in any decision relating to the AGREEMENT that affects the officer or employee’s financial interest or the financial interest of any corporation, partnership, or association in which the officer or employee is directly or indirectly interested, in violation of any law, rule or regulation.
No person may offer, give, or agree to give any officer or employee or former officer or employee, nor may any officer or employee solicit, demand, accept, or agree to accept from another person, a gratuity or an offer of employment in connection with any decision, approval, disapproval, recommendation, preparation or any part of a program requirement or a purchase request, influencing the content of any specification or procurement standard, rendering of advice, investigation, auditing, or in any other advisory capacity in any way pertaining to any program requirement, contract or subcontract, or to any solicitation or proposal.
XVIII. NOTICE
All notices, requests, demands, or other communications under this AGREEMENT will be in writing.
Notice will be sufficiently given for all purposes as follows:
A. Personal delivery. When personally delivered to the recipient; notice is effective on delivery.
B. First Class mail. When mailed first class to the last address of the recipient known to the party giving notice; notice is effective three mail delivery days after deposit in a United States Postal Service office or mailbox.
C. Certified mail. When mailed certified mail, return receipt requested; notice is effective on receipt, if delivery is confirmed by a return receipt.
D. Overnight delivery. When delivered by an overnight delivery service, charges prepaid or charged to the sender’s account; notice is effective on delivery, if delivery is confirmed by the delivery service.
E. Facsimile transmission. When sent by fax to the last fax number of the recipient known to the party giving notice; notice is effective on receipt. Any notice given by fax will be deemed received on the next business day if it is received after 5:00 p.m. (recipient’s time) or on a non- business day.
Addresses for purpose of giving notice are as set forth immediately following the signatures of the parties executing this AGREEMENT.
F. Any correctly addressed notice that is refused, unclaimed, or undeliverable because of an act or omission of the party to be notified, will be deemed effective as of the first date the notice was refused, unclaimed or deemed undeliverable by the postal authorities, messenger or overnight delivery service.
G. Either party may change its address or fax number by giving the other party notice of the change in any manner permitted by this AGREEMENT. Any change in address or fax number that is not provided to the other party will not void delivery of any notice under this AGREEMENT, and delivery to the last known address or fax number shall be deemed sufficient for notice under this AGREEMENT.
XIX. PROHIBITION AGAINST ASSIGNMENT AND SUBCONTRACTING
This AGREEMENT and all exhibits are binding on the heirs, successors, and assigns of the parties.
The AGREEMENT may not be assigned or subcontracted by either CITY or VENDOR without the prior written consent of the other.
XX. INTERPRETATION
The terms of this AGREEMENT shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this AGREEMENT or any other rule of construction that might otherwise apply.
XXI. SEVERABILITY
If any part of this AGREEMENT is found to be in conflict with applicable laws, that part will be inoperative, null and void insofar as it is in conflict with any applicable laws, but the remainder of the AGREEMENT will remain in full force and effect.
XXII. TIME OF ESSENCE
Time is of the essence in the performance of this AGREEMENT.
XXIII. GOVERNING LAW; JURISDICTION
This AGREEMENT will be administered and interpreted under the laws of the State of California.
Jurisdiction of and venue for any litigation arising from the AGREEMENT will be in the Superior Court of the San Luis Obispo County, or in the United States District Court for the Central District of California.
XXIV. COMPLIANCE WITH STATUTES AND REGULATIONS
VENDOR will be knowledgeable of and will comply with all applicable federal, state, county and city statutes, rules, regulations, ordinances and orders. VENDOR and its subcontractor(s) shall not discriminate against any person in the performance of this AGREEMENT on the basis of race, religion, national origin, color, age, sex, sexual orientation, AIDS, HIV status, disability, or any other basis protected by state or federal law, and shall comply with applicable federal and state equal employment opportunity laws, ordinances, rules and regulations.
XXV. WAIVER OF BREACH
No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default will impair the right or remedy or be construed as a waiver. A party’s consent or approval of any act by the other party requiring the party’s consent or approval will not be deemed to waive or render unnecessary the other party’s consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and will not be a waiver of any other default concerning the same or any other provision of this AGREEMENT.
XXVI. ATTORNEY’S FEES
Except as provided for in paragraph XV, in any dispute, litigation, arbitration, or other proceeding by which one party either 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 Attachment 3
Council Agenda 2-3-2026 12.B-19
11 of 12
Vendor Agreement (Rev. 3/2024)
will be awarded reasonable attorney’s fees, together with any costs and expenses, to resolve the dispute and to enforce any judgment, including post judgment attorney’s fees costs and expenses and any attorneys’ fees or costs incurred on appeal of any judgment.
XXVII. EXHIBITS
All exhibits identified in this AGREEMENT are incorporated into the AGREEMENT by this reference.
In the event of any conflict between the terms of this AGREEMENT and the terms of an exhibit, the terms of this AGREEMENT shall control. Notwithstanding the foregoing sentence, the provisions of Section XIII of this AGREEMENT shall not be altered, amended, limited or otherwise affected in any manner by any language included in an exhibit to this AGREEMENT, even if such exhibit purports to affect the provisions of Section XIII.
XXVIII. VENDOR’S AUTHORITY TO EXECUTE
The persons executing this AGREEMENT on behalf of the VENDOR warrant that:
A. the VENDOR is duly organized and existing under the appropriate State laws; B. they are duly authorized to execute this AGREEMENT on behalf of the VENDOR; C. by so executing this AGREEMENT, the VENDOR is formally bound to the provisions of this AGREEMENT; and
D. entering into this AGREEMENT does not violate any provision of any other AGREEMENT to which the VENDOR is bound.
XXIX. INTEGRATION; AMENDMENT
This AGREEMENT represents the entire understanding of CITY and VENDOR as to those matters contained in it. No prior oral or written understanding will be of any force or effect with respect to the terms of this AGREEMENT. The AGREEMENT may not be modified or altered except in writing signed by both parties.
IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed the day and year last written below.
Signatures begin on next page.
12 of 12
Vendor Agreement (Rev. 3/2024)
CITY:
City of Pismo Beach, a Municipal Corporation
Signed:
Name: Rosemarie R. Gaglione, PE
Title: Director of Public Works
Dated: ________________________________
Signed:
Name: Jorge E. Garcia
Title: City Manager
Dated: ________________________________
Address for giving notice (See Section XVIII):
760 Mattie Road, Pismo Beach, CA 93449
ATTEST:
Signed:
Name: Erica Inderlied
Title: City Clerk
APPROVED AS TO FORM:
Signed:
Name: Dean J. Pucci
Title: City Attorney
VENDOR:
Water Systems Consulting, Inc.
Signed:
Name: ________________________________
Title: _________________________________
Dated: ________________________________
Address for giving notice (See Section XVIII):
______________________________________
______________________________________
Email address for official communications:
______________________________________
Vendor Representative (See Section VIII):
Name/Title: ____________________________
Attachments:
Exhibit A: Scope of Service
Exhibit B: Compensation Schedule
Attachment 3
Council Agenda 2-3-2026 12.B-20
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Attachment 3
Council Agenda 2-3-2026 12.B-21
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Attachment 3
Council Agenda 2-3-2026 12.B-22
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Attachment 3
Council Agenda 2-3-2026 12.B-23
City of Pismo Beach
Central Coast Blue FY25-26 PM Services
1/22/2026
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Labor
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WSC
Labor Fee
WSC
Fee
Jeff Szytel Justin Pickard Michael
Steele Sierra Orr Cynthia Kahn Erica Franklin Emily Lee Kay Merrill Billing rates, $/hr $415 $366 $267 $275 $160 $160 $140 $186 1 Management Support
1.1 Project Management 4 9 17 4 7 41 11,895$ 11,895$
1.2 City Coordination 2 12 18 3 35 10,853$ 10,853$
1.3 City Council Update 1 7 11 5 4 28 7,929$ 7,929$
1.4 Consultant Coordination 32 62 94 28,266$ 28,266$
1.5 Budget Management 8 22 30 8,802$ 8,802$
SUBTOTAL 7 68 130 12 0 4 0 7 228 67,745$ 67,745$
2.1 Groundwater Grant Administration 20 60 80 23,340$ 23,340$
2.2 Title XVI Grant Administration 6 18 24 7,002$ 7,002$
2.3 CWSRF Loan Agreement Support 12 22 34 10,266$ 10,266$ SUBTOTAL 0 38 100 0 0 0 0 0 138 40,608$ 40,608$
3.1 Stakeholder Outreach 10 40 46 8 8 112 24,420$ 24,420$
3.2 Media Relations 5 28 34 6 8 81 17,050$ 17,050$
3.3 Content Creation 10 22 42 82 4 16 176 37,084$ 37,084$ SUBTOTAL 0 25 22 110 162 18 32 0 369 78,554$ 78,554$
4.1 SLO County 2 8 10 2,868$ 2,868$
4.2 Grover Beach 6 12 18 5,400$ 5,400$
SUBTOTAL 0 8 20 0 0 0 0 0 28 8,268$ 8,268$
5.1 As-Needed Technical Support 20 60 80 23,340$ 23,340$ SUBTOTAL 0 20 60 0 0 0 0 0 80 23,340$ 23,340$
COLUMN TOTALS 7 159 332 122 162 22 32 7 843 218,515$ 218,515$ Mileage will be reimbursed at the prevailing federal milage reimbursement rate in effect at the time of travel 10% mark-up on direct expenses; 5% mark-up for sub-contracted services Task No. Task Description
WSC
Exhibit B Attachment 3
Council Agenda 2-3-2026 12.B-24