8M
Date: June 23, 2026
To: Honorable Mayor and Members of the City Council
From: Alvin Papa, Public Works Director
By: Joshua Soliz, Engineering Manager | [email protected] Subject: Public Works – Approve Fifth Amendment to Consulting Services Agreement for Machado Lake Stormwater Quality Monitoring and Reporting. Expenditure: $49,734 (General Fund).
RECOMMENDATION
Recommendation of the Public Works Director that City Council approve a fifth amendment to the consulting services agreement with Northgate Environmental Management, Inc. (NEM) of Laguna Hills, CA (C2017-015), in the amount of $49,734, for a new not-to-exceed amount of $1,258,992, for Machado Lake stormwater quality monitoring and reporting services.
FUNDING
Funding is available in the Public Works Department’s Fiscal Year 2025-26 operating budget.
DISCUSSION
As part of the Machado Lake Watershed, the City of Torrance (City) must comply with the water quality monitoring requirements adopted by the Los Angeles Regional Water Quality Control Board (Regional Board). Requirements include but not limited to monthly flow monitoring, flow data collection, potential sampling of dry-weather flows, wet weather event sampling, and reporting. On July 28, 2011, the Regional Board approved the City’s Monitoring and Reporting Plan (Monitoring Plan) for the Machado Lake Watershed.
On February 7, 2017, City Council approved a consulting services agreement (Attachment 6) with NEM for a five-year period in the amount of $768,250 to perform stormwater quality monitoring and reporting for stormwater discharges flowing from the City to Machado Lake. The services included wet and dry-weather sampling at major outfalls and receiving waters, total maximum daily load (TMDL) compliance monitoring at specified frequencies and locations, laboratory analysis, and preparation and submission of reports to demonstrate compliance with the Monitoring Plan.
On February 8, 2022, City Council approved a first amendment to the agreement (Attachment 5) with NEM which extended monitoring and reporting services through February 7, 2023, with no additional cost increase.
1 City Council
June 23, 2026
On January 24, 2023, City Council approved a second amendment to the agreement (Attachment 4) with NEM which extended monitoring and reporting services through February 7, 2024, with no additional cost increase.
On September 12, 2023, City Council approved a third amendment to the agreement (Attachment 3) with NEM which extended monitoring and reporting services through February 7, 2026. The amendment included a cost increase of $299,761 to cover the increased volume of monitoring and reporting tasks required for the City to maintain compliance with the Municipal Separate Storm Sewer System (MS4) permit.
On May 5, 2026, City Council approved a fourth amendment to the agreement (Attachment 2) with NEM which extended monitoring services through March 31, 2026 and reporting services through December 31, 2026. This amendment added $141,247 to cover the additional amount of monitoring and reporting work needed for the City to remain in compliance with the MS4 permit.
This fifth amendment funds monitoring work from April through June 2026, ensuring the City continues to meet all required sampling and reporting for the Machado Lake Watershed program through the end of Fiscal Year 2025–26. These costs were not included in the previous amendment because the City was still in discussions with the Regional Board and the Los Angeles County Flood Control District about program requirements. This will be the final amendment to the current contract, as the Machado Lake Watershed program will move to a new monitoring approach beginning July 1, 2026. A new request for proposals has been issued to implement this change.
NEM has provided stormwater monitoring and reporting services to the City for the past 14 years.
Retaining NEM’s comprehensive approach to the Monitoring Plan requirements will maintain continuity and efficiency in meeting these requirements. City staff, therefore, recommends that City Council approve a fifth amendment to the existing consulting services agreement with NEM in the amount of $49,734, for a new not-to-exceed amount of $1,258,992.
ATTACHMENTS
1. Fifth Amendment to Consulting Services Agreement C2017-015
2. Fourth Amendment to Consulting Services Agreement C2017-015
3. Third Amendment to Consulting Services Agreement C2017-015
4. Second Amendment to Consulting Services Agreement C2017-015
5. First Amendment to Consulting Services Agreement C2017-015
6. Consulting Services Agreement C2017-015
2 1
FIFTH
AMENDMENT TO
CONSULTING SERVICES
AGREEMENT (C201
7 -
015
)
This
F
if
th
Amendment to
Con
sulting
Services Agreement
C201
7 -
015
(the “
F
if
th
Amendment”)
is
effective
as of
June 23,
2026
, by and between the CITY OF
TORRANCE (“CITY”), a
m
unicipal
c
orporation, and
NORTHGATE ENVIRONMENTAL
MANAGEMENT, INC
.
,
a California
c
orporation (“CONSULTANT”).
RECITALS:
A.
CITY previously circulated a Request for Proposal (“RFP”) for Machado Lake
Watershed TMDL Monitoring Services
for
Five Years
, RFP No. B20
16 -
6 8 (the
“RFP”).
B.
CONSULTANT
submitted a Proposal in response to the RFP. In its Proposal, the
CONSULTANT
represented that it was qualified to perform those services requested in the RFP. Based upon its review of all Proposals submitted in response to the RFP, the CITY awarded the Agreement to
CONSULTANT
.
C.
On
February
8 , 2017
, CITY
and CONSULTANT entered into Consulting Services
Agreement (C201
7 -
015
) (the "Agreement"), whereby CONSULTANT agreed to
provide
water quality monitoring services in order to implement requirements of the Machado Lake
Nutrient
Total Maximum Load and the Machado Lake
Pesticides
and polychlorinated biphenyls (PCB
S
) Total Maximum Load
in an
amount not to exceed $
768,250
, with a term intended to run through February 7,
2022
.
D.
On February 8, 2022,
City Council approved a First Amendment
to
Consulting
Services
A
greement
(C2017
-
015) (the “First Amendment”), extending
the term
through February 7, 2023.
E.
On February 8, 2023, City Council approved a Second Amendment to Consulting Services Agreement (C2017
-
015) (the “
Second Amendment
”), extending the
term through February 7, 2024.
F.
On September 12,
2023, City Council approved a Third Amendment to
Consulting Services Agreement
(C2017
-
015) (the “Third
Amendment
”)
,
extend
ing
the term through February 7, 2026, add
ing
an additional $299,761 to
the Agreement for a new not to exceed amount of $1,068,011
and
adding a new
Paragraph 32 Public Records Act to the Agreement
.
G.
On
May
6 , 2026, City Council approved a Fourth Amendment to Consulting Services Agreement (C2017
-
015) (the “Fourth Amendment”)
,
with an effective
date of February 8, 2026,
to
continue water quality monitoring
through March 31,
2026
,
extend
ing
the term
for reporting
through December 31, 2026, and add
ing
ATTACHMENT
1 3
2 an additional $141,247 to the Agreement for a new not to exceed amount of $1,209,258.
H. CITY is satisfied with the level of service provided by CONSULTANT.
I. Both parties now wish to amend CONSULTANT’s compensation under the Agreement by an ad ditional $ 49,734 for a new not to exceed amount of $1,258,992, to continue water quality monitoring services of Machado Lake through June 2026 and reporting under the current terms and conditions of the Agreement. Attached here as Exhibit B -3 is a true and correct copy of CONSULTANT’s proposal dated May 26, 2026 with cost summary.
AGREEMENT:
1. Paragraph 3 of the Agreement, entitled “COMPENSATION”, Section A, entitled “CONSULTANT’s Fee” is amended to read in its entirety as follows:
“3. COMPENSATION
A. CONSULTANT’s Fee.
For services rendered pursuant to this Agreement, CONSULTANT will be paid in accordance with the Compensation Schedule set forth in the Proposal, Exhibit B-1 attached to the Third Amendment, Exhibit B-2 attached to the Fourth Amendment, and Exhibit B-3 attached to the Fifth Amendment; provided, however, that in no event will the total amount of money paid CONSULTANT, for services initially contemplated by this Agreement, exceed the sum of $1,258,992 (the “Agreement Sum”), unless otherwise first approved in writing by CITY.”
2. Except as expressly modified by this Fifth Amendment, in all other respects, the Agreement, as amended by the First Amendment, Second Amendment, Third Amendment, and Fourth Amendment, between CITY and CONSULTANT are ratified, reaffirmed, and remain in full force and effect.
[Signatures to follow]
4 3
CITY OF TORRANCE, Northgate Environmental Management, Inc., a municipal corporation a California corporation
By: By:
George K. Chen, Mayor Derrick Willis, Principal
ATTEST:
___________________________
Rebecca Poirier
City Clerk, MMC
APPROVED AS TO FORM
PATRICK Q. SULLIVAN
City Attorney
By:
Jennifer Vicente Guerrero
Deputy City Attorney
Attachment:
Exhibit B-3 Proposal Dated May 26, 2026, With Cost Summary
5 4
EXHIBIT B-3
PROPOSAL DATED MAY 26, 2026
WITH COST SUMMARY
[TO BE ATTACHED]
6 428 13 th Street, 4th Floor
Oakland, California 94612
tel 510.839.0688
92 Argonaut, Suite 100
Laguna Hills, California 92656
tel 949.716.0050
47 East All Saints Street
Frederick, Maryland 21701
tel 301.528.1500
www.ngem.com
May 26, 2026 SCO25-009 Rev. 11
Mr. Joshua Soliz, PE
Engineering Manager
City of Torrance, Public Works Department
20500 Madrona Avenue
Torrance, California 90503
RE: Revised Proposal for Continued Stormwat er Monitoring and Reporting Services through June 30, 2026 and Reporting Services Through December 15, 2026 Torrance, California
Dear Mr. Soliz:
Northgate Environmental Management, Inc. (Northgate) is pleased to submit this revised proposal to the City of Torrance for the continuation of Stormwater Monitoring and Reporting for the City of Torrance, California. At the request of the City of Torrance, this proposal has been prepared for continued monitoring and reporting services from April 1, 2026 through June 30, 2026 and reporting services to December 15, 2026. Northgate has successfully provided stormwater monitoring and reporting services for the City of Torrance including Total Maximum Daily Load (TMDL) monitoring programs within the Machado Lake Watershed for the past 16 years (2011 through 2026).
This proposal includes costs for high resolution mass spectrometry (HRMS) analysis for organochlorine pesticides (OCPs) and polychlorinated biphenyls (PCBs) from sediment samples during wet weather events. HRMS analysis for OCPs and PCBs will be conducted by Eurofins Environment Testing (Eurofins) in Sacramento, California.
Using HRMS analysis, OCPs will be analyzed by Environmental Protection Agency (EPA) Method 1699 and PCBs will be analyzed by EPA Method 1668C. A mass of 5 to 10 grams is needed to conduct HRMS analysis for OCPs and PCBs, but Eurofins is capable of conducting the analysis with 5 grams of sediment. Previous analytical filtration results indicate the majority of samples have a mass sediment yield one to two orders of magnitude lower than the required analytical mass of 5 grams (based on 2 gallons of stormwater used for filtration).
Based on the low filtration laboratory filtration results, Northgate is estimating two samples per wet weather event will yield a filtered mass of at least 5 grams to conduct OCP and PCB HRMS analysis.
7 Revised Proposal for Continued Stormwater 2 May 26, 2026 Monitoring and Reporting Services through
June 30, 2026 and Reporting Services through
December 31, 2026
Torrance, California
PCBs analysis by EPA Method 1668C is conducted for the full list of 209 congeners.
Historically, seven aroclors were analyzed from sediment samples. While EPA Method 1668C will provide analytical results for congeners, these results cannot be translated into results for aroclors that have been analyzed during previous sampling events. The sum of the 209 congeners will be used to determine if PCB sediment concentrations are below the waste load allocation (WLA) of 59.8 micrograms per kilogram (µg/kg).
The work has been performed in accordance with the Machado Lake Nutrient Total Maximum Daily Load Special Study Workplan (SSWP)1, approved by the Los Angeles Regional Water Quality Control Board (LARWQCB). The SSWP was developed in compliance with the Machado Lake Eutrophic, Algae, Ammonia, and Odors (Nutrient) Total Maximum Daily Load (TMDL) established by the LARWQCB on May 1, 2008 (Resolution No. R08-006). The work has also been performed in compliance with the Machado Lake Pesticides and PCBs TMDL established by the LARWQCB on September 2, 2010 (Resolution No. R10-008). The SSWP was updated to include pesticides and PCBs in 20112.
The monitoring for TMDL reporting is currently April 1 through March 31 of the following year and the monitoring period for Municipal Separate Storm Sewer System (MS4) reporting includes a semi-annual submittal of data between July 1 and December 31 followed by a second semi- annual submittal of data between January 1 and June 30 of the following year in addition to an annual report of the data between July 1 and June 30 of the following year.
SCOPE OF WORK
This scope of work has been prepared to continue the scope of work Northgate is currently conducting for the City of Torrance in accordance with Northgate’s Response to Request for Proposal from the City of Torrance for Machado Lake Watershed TMDL Monitoring Services for Five (5) Years dated December 19, 2016 and the First, Second, and Third Amendments to Consulting Services Agreements that have extended the work through the present under the original remaining approved budget. The monitoring consists of monthly sampling at nine (9) monitoring sites (Tor-S1 through Tor-S9) during dry weather conditions, and additional sampling visits per year during qualifying wet weather events and Walteria Lake discharge sampling events to collect water samples, download flow sensor data, and service the flow
1 Carollo Engineers, Inc., 2011. Machado Lake Nutrient Total Maximum Daily Load Special Study Work Plan. May 18, 2011.
2 Carollo Engineers, Inc., 2011. Machado Lake Pesticides and PCBs Total Maximum Daily Load Special Study Work Plan. August 31, 2011.
8 Revised Proposal for Continued Stormwater 3 May 26, 2026 Monitoring and Reporting Services through
June 30, 2026 and Reporting Services through
December 31, 2026
Torrance, California
sensors. Water samples are delivered for chemical analysis of nutrients and toxics in accordance with the SSWP and the TMDL requirements.
Task 1: Project Management
Northgate will perform all project management duties for the duration of the project including coordination and correspondence with the City of Torrance.
Northgate will renew and keep current the necessary permits and business licenses required to perform the scope of work, including encroachment permits, access permits, and/or right-of- entry permits from the City of Torrance, City of Lomita, or applicable agency; for access to and monitoring within agency-owned storm drains, channels, catch basins, and similar properties.
Northgate will also obtain any necessary business licenses and no-fee encroachment permits that are required by the Cities with jurisdiction over each of the monitoring sites. Northgate will follow all notification policy requirements for each permit prior to entry as required by each agency and permit conditions.
Task 2: Dry Weather Sampling
This task consists of monthly field sampling and flow measurement at nine permanent monitoring stations through June 30, 2026. Northgate will employ a two-person team for sampling and flow measurement to ensure worker safety and timely completion of field activities. The team will work outside the underground conveyances by opening the manhole cover and lowering tools into the conveyance for sample collection and flow measurement. Data and observations will be recorded at each station during sample collection on a Sample Data Sheet.
Chief among the health and safety concerns will be the safety of Northgate field staff during sampling events. Northgate will employ a minimum of two people in each sampling crew, to ensure the safety of the sampling crew and the proper performance of field procedures. To protect the public Northgate will implement procedures designed to prevent unauthorized access to the conveyances during performance of the work.
Samples will be collected using a dedicated sampling dipper/bucket. After rinsing the collector three times in the sample stream, a sample will be retrieved and poured from the dipper into laboratory supplied, pre-preserved polyethylene sample bottles. Following sample collection, data from the flow sensors will be downloaded and stored on a laptop computer.
One field duplicate sample will be collected for each dry weather monitoring event. Sample bottles will be labeled and stored in an iced cooler for shipment to the analytical laboratory under 9 Revised Proposal for Continued Stormwater 4 May 26, 2026 Monitoring and Reporting Services through
June 30, 2026 and Reporting Services through
December 31, 2026
Torrance, California
proper chain-of-custody protocol. Laboratory data and field data sheets for each monitoring event will be reviewed by the project Quality Assurance (QA) manager . All field procedures will be performed in accordance with provisions of the SSWP.
Samples will be delivered to SunStar Laboratories, Inc. (SunStar), Lake Forest, California, under chain-of-custody protocol. SunStar is a California Environmental Laboratory Accreditation Program (ELAP) participant, holding Certificate No.2250. Samples will be analyzed for the following:
Ammonia-Ammonium using EPA Method 350.2;
Nitrate-Nitrite, using EPA Method 300.0;
Total Kjeldahl Nitrogen (TKN) using Standard Method (SM) 4900-NH3; Total Phosphorous using EPA Method 6010B;
Orthophosphate using EPA Method 300.0; and
Total Suspended Solids (TSS) using EPA Method 160.2.
Based on past experience, during dry weather events, station Tor-S5 was the only sampling station that consistently contained sufficient volume of stormwater to permit sample collection.
One primary sample and one duplicate sample for quality assurance/quality control (QA/QC) measures will be collected during each dry weather sampling event.
Task 3: Wet Weather Sampling
Northgate collects samples for up to three qualifying wet weather events per monitoring period.
To qualify as a wet weather event (“qualifying event”), the storm must be forecast to deliver at least 0.1 inches of precipitation, or rainfall must be present at the time of sampling3. Weather forecasts for the 90503 zip code on weather.com were evaluated before a rainfall event could be qualified. Additional considerations to qualify and perform a wet weather sampling event include:
Wet weather sampling will not be conducted at a frequency greater than once every 72 hours;
Sampling will not occur unless there has been at least 72 hours of continuous dry weather immediately preceding the qualifying event;
Grab samples will be collected from station Tor-S3 during approximately the first 30 minutes to 1 hour of stormwater discharge (where possible); and During wet weather events the sampling team normally visits all nine sampling stations.
3 Carollo Engineers, Inc., 2011. Machado Lake Pesticides and PCBs Total Maximum Daily Load Special Study Work Plan. August 31, 2011.
10 Revised Proposal for Continued Stormwater 5 May 26, 2026 Monitoring and Reporting Services through
June 30, 2026 and Reporting Services through
December 31, 2026
Torrance, California
This task consists of event-based wet weather sampling and flow measurement at nine permanent monitoring stations. The wet weather sampling will include all the elements of dry weather sampling (Task 2) and also incorporate separation of suspended solids (“sediment”) from the water samples and measurement of water quality parameters using field portable instrumentation.
The two separate fractions of the sample will be delivered to SunStar under chain-of-custody protocol. The liquid fraction of stormwater samples will be analyzed for the following:
Ammonia-Ammonium using EPA Method 350.2;
Nitrate-Nitrite, using EPA Method 300.0;
TKN using SM 4900-NH3;
Total Phosphorous using EPA Method 6010B;
Orthophosphate using EPA Method 300.0;
Total Organic Carbon (TOC) using EPA Method 415.3; and TSS using EPA Method 160.2.
For wet weather events, the separated solids fraction of stormwater samples will be analyzed for the following:
OCPs using EPA Method 1699; and
PCBs congeners using EPA Method 1668C.
Chief among the health and safety concerns will be the safety of Northgate field staff during sampling events. Rain events in Southern California can be extreme, resulting in high storm flows and even flash flooding. Northgate will employ a four-person sampling crew for the initial sampling stations with higher traffic control needs, then decrease to a minimum of two people in each sampling crew for the remainder of the sampling event, to ensure the safety of the sampling crew and the proper performance of field procedures. To protect the public Northgate will implement procedures designed to prevent unauthorized access to the conveyances during performance of the work. The QA Manager will review the laboratory data reports, field data sheets and chain of custody form to ensure compliance with the requirements and data quality objectives of the SSWP.
Based on past experience, Northgate anticipates that samples at all nine stations and one duplicate sample for QA/QC measures will be collected for a total of ten (10) samples during each wet weather sampling event. It is assumed that one (1) wet weather event will be conducted from April 1 through June 30, 2026.
11 Revised Proposal for Continued Stormwater 6 May 26, 2026 Monitoring and Reporting Services through
June 30, 2026 and Reporting Services through
December 31, 2026
Torrance, California
Task 4: Walteria Lake Discharge Sampling
Walteria Lake is an unlined earthen basin that serves to infiltrate stormwater into the subsurface through the walls and floor of the structure. Under normal conditions much of the stormwater that enters the Lake percolates through the basin floor and sidewalls to recharge the shallow groundwater aquifer. When water is pumped from the basin, the water is routed through the storm drains to eventually discharge into Machado Lake. When notified by Los Angeles County Flood Control District of their intention to pump water from Walteria Lake, Northgate will mobilize a field crew to station Tor-S3 to collect discharge water samples. This task will be conducted by a one-person field team.
Samples will be collected using a dedicated sampling dipper/bucket. After rinsing the collector three times in the sample stream, a sample will be retrieved and poured from the dipper into laboratory supplied, pre-preserved polyethylene sample bottles. One field duplicate sample will also be collected during the Walteria Lake discharge weather monitoring event. Sample bottles will be labeled and stored in an iced cooler for shipment to the analytical laboratory under proper chain-of-custody protocol. Laboratory data and field data sheets for the monitoring event will be reviewed by the project QA manager. All field procedures will be performed in accordance with provisions of the SSWP.
Samples will be delivered to SunStar under chain-of-custody protocol. Samples will be analyzed for the following:
Ammonia-Ammonium using EPA Method 350.2;
Nitrate-Nitrite, using EPA Method 300.0;
TKN using SM 4900-NH3;
Total Phosphorous using EPA Method 6010B;
Orthophosphate using EPA Method 300.0; and
TSS using EPA Method 160.2.
A total of two samples, one primary and one duplicate, will be collected at station Tor-S3. Based on recent past experience, for the purpose of this proposal, Northgate has assumed that one (1) Walteria Lake Discharge sampling event will be conducted from April 1 through June 30, 2026.
Task 5: Reporting and Data Management
The results of the sampling are provided to the LARWQCB in a yearly report summarizing monitoring results and including findings, evaluation of the findings, and recommendations. The report also includes an evaluation of compliance with the Waste Discharge Requirements (WDRs) for Nutrients and Toxics. All water quality data is submitted semi-annually (by June 15 12 Revised Proposal for Continued Stormwater 7 May 26, 2026 Monitoring and Reporting Services through
June 30, 2026 and Reporting Services through
December 31, 2026
Torrance, California
and December 15 of each year) in approved electronic format for upload to the California Environmental Data Exchange Network (CEDEN), and a receipt for the electronic data submission is included in the yearly report.
Currently, two annual reports are prepared and submitted to the LARWQCB for each monitoring period. One annual report is prepared for the TMDL Group for the monitoring period between April 1 and March 31 of the following year. Additionally, a second annual report is prepared for the MS4 Group of the LARWQCB that includes a semi-annual submittal of data between July 1 and December 31 followed by a second semi-annual submittal of data between January 1 and June 30 of the following year in addition to an annual report of the data between July 1 and June 30 of the following year.
This task includes preparation of the above reports, QA/QC review of data, flow and data tabulation, calculation of total nitrogen and phosphorous value and comparison to WDRs, and upload data to the CEDEN database.
FEE ARRANGEMENTS
All work will be performed in accordance with the terms and conditions of the Amendment to Consulting Services Agreements between the City of Torrance and Northgate. Our services will be performed on a time-and-materials basis for a total estimated fee of $49,734. Cost estimate details for Tasks 1 through 5 are provided in the attached Table 1.
The cost of HRMS OCP analysis by EPA Method 1699 is $1,000 per sample. The cost of HRMS PCB congener analysis by EPA Method 1668C is $900 per sample. This proposal assumes that two sediment samples will be analyzed for the next wet weather event, so a total of two sediment samples will be analyzed. In a previous proposal, it was assumed that a total of 70 sediment samples would be analyzed for pesticides and PCBs by EPA Methods 8081/8082 for a cost of $135 per sample. Since this proposal is assuming that realistically only two sediment samples will be analyzed (instead of 70 samples), the additional analytical cost per sample is offset by a much lower number of samples being analyzed. Additional costs were included for time to conduct field filtration and for the costs of the field filters.
The scope of work outlined above includes the following assumptions:
Monthly dry weather sampling events will be conducted from April 1, 2026 through June 30, 2026 that will include two (2) samples per sampling event (6 total sampling events); An estimated one (1) qualifying wet weather event will be conducted through June 30, 2026 that will include ten (10) samples collected during the event; 13 Revised Proposal for Continued Stormwater 8 May 26, 2026 Monitoring and Reporting Services through
June 30, 2026 and Reporting Services through
December 31, 2026
Torrance, California
An estimated one (1) Walteria Lake discharge sampling event will be conducted through June 30, 2026 that will include two (2) samples collected during the event; For safety, during wet weather sampling events, a four-person sampling team will be employed at the beginning of the sampling event to ensure safety of personnel at areas with higher traffic concerns; and
Annual reporting will include one semi-annual data submittal to the MS4 Group of the LARWQCB and two annual reports, one for each of the TMDL and MS4 Groups of the LARWQCB.
SCHEDULE
The scope of work outlined above has been provided for continued monitoring services through June 30, 2026 and reporting services through December 31, 2026.
CLOSING
We appreciate the opportunity to provide service to you on this project. Please sign a copy of this agreement in the space provided below, and return it to our office at your earliest convenience.
Should you have any questions or require additional information, please do not hesitate to call.
Sincerely,
Northgate Environmental Management, Inc.
Derrick S. Willis
Principal
Anand Helekar, PE, QSD/P
Associate Engineer
Enclosures: Table 1 – Costs from Ap ril 1, 2026 Through June 30, 2026 for Monitoring and through December 15, 2026 for Reporting
14 Revised Proposal for Continued Stormwater 9 May 26, 2026 Monitoring and Reporting Services through
June 30, 2026 and Reporting Services through
December 31, 2026
Torrance, California
ACCEPTANCE
If you approve of this agreement's scope of work and cost estimate, plea se sign in the space provided below and return one copy to Northgate at your earliest convenience.
Accepted By: Date:
Printed Name:
Title:
15 ENCLOSURES
16 TABLE 1: Costs From April 1, 2026 Through June 30, 2026 for Monitoring and through December 15, 2026 for Reporting Continued Stormwater Monitoring and Reporting Services
City of Torrance
Torrance, California
TOTAL TOTAL
STAFF CATEGORY RATE Units/Hrs. Cost Units/Hrs. Cost Units/Hrs. Cost Units/Hrs. Cost Units/Hrs. Cost Units/Hrs. Cost Units/Hrs. Cost Units/Hrs. Cost UNITS/HRS COST Principal $249.00 4 $996 $0 $0 0.5 $125 0.5 $125 $0 $0 8 $1,992 13 $3,113 Project
$193.00
5 $965
1 $193
3 $579
2 $386
2 $386
1 $193
1 $193
40 $7,720
51 $9,843
Staff II
$158.00
5 $790
10 $1,580
30 $4,740
30 $4,740
30 $4,740
10 $1,580
10 $1,580
8 $1,264
83 $13,114
Field Tech
$108.00
$0
12 $1,296
36 $3,888
30 $3,240
30 $3,240
$0
$0
8 $864
74 $7,992
Project Assistant $91.00 3 $273 4 $364 12 $1,092 2 $182 2 $182 1 $91 1 $91 8 $728 26 $2,366 Labor & Direct Cost Subtotals 17.0 $3,024 27.0 $3,433 81.0 $10,299 64.5 $8,673 64.5 $8,673 12.0 $1,864 12.0 $1,864 72.0 $12,568 246.5 $36,428 REIMBURSABLE EXPENSES:
RATE
Unit
Cost
Unit
Cost
Unit
Cost
Unit
Cost
Unit
Cost
Unit
Cost
Unit
Cost
Unit
Cost
Subtotal
Total Cost
Mileage
per mile
$0.73
$0
120
$87
360
$261
240
$174
240
$174
120
$87
120
$87
$0
720
$522
Traffic Control Equipment
per day
$87.00
$0
1 $87
3 $261
1 $87
1 $87
$0
$0
$0
4 $348
Field Truck
per day
$185.00
$0
1 $185
3 $555
1 $185
1 $185
1 $185
1 $185
$0
5 $925
Sampling Buckets/Containers and Supplies
each
$8.00
$0
1 $8
3 $24
9 $72
9 $72
1 $8
1 $8
$0
13 $104
Ice for Samples
each
$6.00
$0
3 $18
9 $54
12 $72
12 $72
3 $18
3 $18
$0
24 $144
Batteries for Flow Loggers
each $20.00 $0 2 $40 6 $120 $0 0 $0 $0 $0 $0 6 $120
Peristaltic Pump
per day
$35.00
$0
1 $35
3 $105
1 $35
1 $35
$0
$0
$0
4 $140
Nitrile Gloves for Sampling
each
$12.50
$0
1 $13
3 $38
1 $13
1 $13
1 $13
1 $13
$0
5 $63
Water Sampling Kit
per day
$25.00
$0
1 $25
3 $75
1 $25
1 $25
1 $25
1 $25
$0
5 $125
Field Tools/Sampling Equipment
per day
$10.00
$0
1 $10
3 $30
1 $10
1 $10
1 $10
1 $10
$0
5 $50
LACFCD Annual Access Permit
each
$1,730.00
$0
$0
$0
$0
$0
$0
$0
$0
0 $0
Encroachment Permit - City of Lomita each $151.00 1 $151 $0 $0 $0 $0 $0 $0 $0 1 $151 Reimbursable Expenses Cost Subtotals 1.0 $151 132.0 $508 396.0 $1,523 267.0 $673 267.0 $673 128.0 $346 128.0 $346 0.0 $0 792.0 $2,692 SUBCONTRACTOR EXPENSES:
RATE
Unit
Extended
Unit
Extended
Unit
Extended
Unit
Extended
Unit
Extended
Unit
Extended
Unit
Extended
Unit
Extended
Subtotal
Total Cost
Data Management (CEDEN Uploads) - SJSU Research
set-up
$150.00
$0
$0
$0
$0
$0
$0
$0
1 $150
1 $150
Data Management (CEDEN Uploads) - SJSU Research
per file
$245.00
$0
$0
$0
$0
$0
$0
$0
3 $735
3 $735
Laboratory Analytical Costs - Stormwater
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
--
--
Nitrate
each
$25.00
$0
2 $50
6 $150
10 $250
10 $250
2 $50
2 $50
$0
18 $450
Nitrite
each
$25.00
$0
2 $50
6 $150
10 $250
10 $250
2 $50
2 $50
$0
18 $450
TKN
each
$75.00
$0
2 $150
6 $450 10 $750 10 $750 2 $150 2 $150 $0 18 $1,350
Phosphorous
each
$25.00
$0
2 $50
6 $150
10 $250
10 $250
2 $50
2 $50
$0
18 $450
Phosphate each $25.00 $0 2 $50 6 $150 10 $250 10 $250 2 $50 2 $50 $0 18 $450 Ammonia each $65.00 $0 2 $130 6 $390 10 $650 10 $650 2 $130 2 $130 $0 18 $1,170 TSS
each
$25.00
$0
2 $50
6 $150
10 $250
10 $250
2 $50
2 $50
$0
18 $450
TOC
each
$55.00
$0
2 $110
6 $330
10 $550
10 $550
2 $110
2 $110
$0
18 $990
Sediment Filtration
each
$20.00
$0
$0
$0
$0
0 $0
$0
0 $0
$0
0 $0
Sediment Field Filters
each
$170.00
$0
$0
$0
1 $170
1 $170
$0
0 $0
$0
1 $170
OCPs
each
$1,000.00
$0
$0
$0
2 $2,000
2 $2,000
$0
0 $0
$0
2 $2,000
PCBs each $900.00 $0 $0 $0 2 $1,800 2 $1,800 $0 0 $0 $0 2 $1,800 Subcontractor Expenses Cost Subtotal 0.0 $0 10.0 $640 30.0 $1,920 85.0 $7,170 85.0 $7,170 16.0 $640 16.0 $640 4.0 $885 153.0 $10,615 TOTAL TASK COST $3,175 $4,581 $13,742 $16,515 $16,515 $2,850 $2,850 $13,453 $49,734 Proposal # SCO25-009 Rev.11
LABOR & DIRECT COSTS:
TASK 1 TASK 2 TASK 2
Project Management,
Permitting, and
Coordination
Dry Weather Sampling
(Individual)
Dry Weather Sampling
(Total)
Wet Weather Sampling
(Individual)
Wet Weather Sampling
(Total)
Walteria Lake
Discharge Sampling
Walteria Lake
Discharge Sampling
Reporting and Data
Management
TASK 3 TASK 3 TASK 4 TASK 4 TASK 5
ITEM
ITEM
17 Docusign Envelope ID: 549530B7-A888-8190-829F-BEDB4620B0B4 FOURTH AMENDMENT TO CONSULTING SERVICES AGREEMENT (C2017-015) This Fourth Amendment to Consulting Services Agreement C2017-015 {the "Fourth Amendment") is effective as of February 8, 2026, by and between the CITY OF TORRANCE {"CITY"), a municipal corporation, and NORTHGATE ENVIRONMENTAL MANAGEMENT, INC., a California corporation ("CONSULTANT').
RECITALS:
A. CITY previously circulated a Request for Proposal {"RFP")
for
Machado Lake
Watershed TMDL Monitoring Services for Five Years, RFP No. B2016-68 (the "RFP").
8. CONSULTANT submitted a Proposal in response to the RFP. In its Proposal, the CONSULTANT represented that it was qualified to perform those services requested in the RFP. Based upon its review of all Proposals submitted in response to the RFP, the CITY awarded the Agreement to CONSULTANT.
C. On February 8, 2017, CITY and CONSULTANT entered into Consulting Services Agreement (C2017-015) (the "Agreement"), whereby CONSULTANT agreed to provide water quality monitoring services in order to implement requirements of the Machado Lake Nutrient Total Maximum Load and the Machado Lake Pesticides and polychlorinated biphenyls (PCBS) Total Maximum Load in an amount not to exceed $768,250.
D. On February 8, 2022, City Council approved a First Amendment to Consulting Services Agreement (C2017-015) (the "First Amendment"), extending the term through February 7, 2023.
E. On February 8, 2023, City Council approved a Second Amendment to Consulting Services Agreement (C2017-015) (the "Second Amendment"), extending the term through February 7, 2024.
F. On September 12, 2023, City Council approved a Third Amendment to Consulting Services Agreement (C2017-015) (the "Third Amendment") to extend the term through February 7, 2026, and add an additional $299,761 to the Agreement for a new not to exceed amount of $1,068,011.
G. CITY is satisfied with the level of service provided by CONSULTANT.
H. Both parties now wish to amend the Agreement to extend the term through December 31, 2026, to continue water quality monitoring services of Machado Lake maintaining the current terms and conditions of the Agreement, and to amend CONSULTANT's compensation under the Agreement by an additional $141,247, in a new not to exceed amount of $1,209,258.
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ATTACHMENT 2
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36 ATTACHMENT 3
THIRD AMENDMENT TO CONSULT I NG SERV I CES AGREEMENT (C2017-015) This Th ꢁ rd Amendment to Consultꢁng Servꢁces Ag r eement C2017-0 1 5 (the "Th ꢁ r d Amendment " ) ꢁ s e ff ect ꢁ ve as of September 12, 2023 , by and between the CITY OF TORRANCE ( " CITY " }, a mun ꢁ c ꢁ pa l corporat ꢁ on , and NORTHGATE ENVIRONMENTAL MANAGEMENT , I NC. , a Cal ꢁ forn ꢁ a co r porat ꢁ on ( " CONSULTANT " ) .
REC I TALS:
A CIT Y prevꢁously c ꢁ rcu l ated a Request for Proposa l ( " RFP " ) f o r Machado Lake Watershed TMDL Mon ꢁ tor ꢁ ng Se ꢀꢁ ces for F ꢁ ve (5) Y ears, RFP No. B2016 - 68 (the " RFP " ) .
B . CONSULTANT subm ꢁ t ted a P r oposal ꢁn response to the RFP . In ꢁ ts Proposal , the CONSU L TANT represented that ꢁ t was qual ꢁ fied to perform those se r v ꢁ ces requested ꢁ n the RFP . Based upon ꢁ ts review of al l Proposa l s subm ꢁ tted ꢁ n r esponse to the RFP, the C I TY awarded the Agreement to CONSULTANT .
C . On February 8, 2017, CITY and CONSULTANT ente r ed ꢁ nto Consu l t i ng Services Agreement (C2017 - 015) (the " Agreement " ), whereby CONS U LTANT agreed to prov ꢁ de water qual ꢁ ty monꢁto r ꢁng se ꢀ ices in order to ꢁ mp l ement requ ꢁ rements of the Machado Lake Nutrꢁent T ota l Maxꢁmum L oad and the Machado Lake Pest i c ꢁ des and p o lych l o r i nated bipheny l s (PCBS) Total Ma x ꢁ mum Load in an amount not to e x ceed $768,250 .
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D . On February 8, 2022, C ꢁ ty Counc ꢁ l approved a F ꢁ r st Amendment to Consulting Serv ꢁ ces Ag r eement (C2017 - 015) (the " F ꢁ rst Amendment " ), extend ꢁ ng the term through Februa r y 7 , 2023 .
E . On February 8, 2023 , Cꢁty Counc ꢁ l approved a Second Amendment to Consult ꢁ ng Servꢁces Agreement (C2017 - 015) (the " Second Amendment " ), extend ꢁ ng the term through February 7, 2024 .
F . CIT Y ꢁ s sat ꢁ sf ꢁ ed with the level of se ꢀꢁ ce p r ovꢁded by CONSULTANT .
G . Both parties now wish to amend the Ag r eement to extend the term fo r two (2) years through Februa r y 7, 2026, to continue water qua l ity mon ꢁ tor ꢁ ng se ꢀ ices of Machado L ake mainta ꢁ n ꢁ ng the current terms and conditions of the Ag r eement, and to amend CONSULTANT's compensatꢁon unde r the Ag r eement by an add ꢁ t ꢁ onal $299 , 761, to ꢂr a new not to exceed amount of $1,068,011 .
H . In addꢁtion , CIT Y wꢁshes to add Paragraph 32 , Pub l ꢁc Reco r ds Act to the Agreement .
00422336.doc
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SECOND AMENDMENT TO CONSUL TING SERVICES AGREEMENT (C2017-015) This Second Amendment to Consulting Services Agreement C2017-015 (the "Second Amendment") is effective as of February 8, 2023, by and between the CITY OF TORRANCE ("CITY"), a municipal corporation, and NORTHGATE ENVIRONMENTAL MANAGEMENT, INC. a California corporation ("CONSUL TANT").
RECITALS:
A. The CITY previously circulated a Request for Proposal ("RFP") for Machado Lake Watershed TMDL Monitoring Services for Five (5) Years, RFP No. 82016- 68 (the "RFP").
B. CONSUL TANT submitted a Proposal in response to the RFP. In its Proposal, the CONSULTANT represented that it was qualified to perform those services requested in the RFP. Based upon its review of all Proposals submitted in response to the RFP, the CITY awarded the Agreement to CONSULTANT.
C. On February 8, 2017, CITY and CONSUL TANT entered into Consulting Services Agreement (C2017-015) (the "Agreement"), whereby CONSUL TANT agreed to provide water quality monitoring services in order to implement requirements of the Machado Lake Nutrient Total Maximum Load and the Machado Lake Pesticides and polychlorinated biphenyls (PCBS) Total Maximum Load in an amount not to exceed $768,250. A true and correct copy of the Agreement is attached herein at Exhibit A.
D. On February
8,
2022, City Council approved a First Amendment to Consulting Services Agreement (C2017-015) (the "First Amendment"), extending the term through February 7, 2023. A true and correct copy of the First Amendment is attached herein at Exhibit B.
E. CITY is satisfied with the level of service provided by CONSUL TANT.
F. CITY now wishes to extend the term of the Agreement by one (1) year, through February 7, 2024, to continue water quality monitoring services of Machado Lake maintaining the current terms and conditions of the Agreement.
AGREEMENT:
1. Paragraph 2, of the Agreement, entitled "TERM" is amended to read in its entirety as follows:
00387284
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ATTACHMENT 4
51 2
,.2. TERM
Unless earlier terminated in accordance with Paragraph 4 below, this Agreement will continue in full force and effect from the Effective Date through February 7, 2024."
ln all other respects, the Agreement between the CITY and CONSULTANT is ratified and reaffirmed as amended and remains in full force and effect.
By:
CITY OF TORRANCE,
a municipal corporation
tl*
Ge e K. Chen, Mayor
APPROVED AS TO FORM
PATRICK Q. SULLIVAN
City Attorney
Northgate Environmental Management, lnc.
a California corporation
Willis, Principal
ATTEST
By:
By
Bean Poirier
Legal Counselor City Clerk, MMC
Attachments: Exhibit A - Consulting Services Agreement (C2017-015) Exhibit B - First Amendment to Consulting Services Agreement (C2017' 01 5)
00387284
52 Exhibit A
00387284
53 CONSU KTING SERV¡CES AGREEÍVIENT
This coNsuLTING SERVICES AGREEMENT ('Agreemenf') is made and entered into as of February 8,2017 (the "Effectiveïaie"¡t¡V "1{
betweeri the CITY OF
roRßANc e, " *, iicip;i ;" tp; ;atr"n Cðinfl' ¡.1{.T:Íhsate Envi ronrnental
Management, lnc., ä ialifornia *'por"tion ("CONSULTANT')' A. clw wishes.to r€tain the services of an experienced and qualified CONÛULTANT to provide water qualiry mo.ry"¡'1,ä äË;,t. otqî to impiement requirements of the Machado Lake Nutrient Totalñlaximum Lo?rd and the Machado Lake Pestícides äüo'liãçJi,iJÃ;ü ãpn"nvru (PCBs) rotal Maximum Dallv Load' B.lnordertoobtainthedesiredservices,CITYlrascirculateditsRequestforProposal for Machado Lake watershed Tilòïüonitoring servlces for Five (5) Years, RFP RECITALS:
No. 82016-68. (the "RFP')'
1 a
3 COMPENSATTON
A CONSULTANT's Fee.
t
C
AGREEMENT:
LTANT will the services and install those materials listed in CONSULTANT's Proposal submitted in resPonse to the RFP A copY of the RFP is attached as Extrib¡t A. A coþY of the ProPosal is attached as Exhibit B.
CONSULTANT warrants that allwork and services set forth in the ProPosal will be performed in a competent, Professional and satisfactory manner 2A22
coNsuLTANT has submitted a proposal (the "P¡oq9¡.al') in response to the RFp. tn its proposãrïõñåùLTANT'repreÀents that it is qualified to perform those services ,uqî*Jt"à-¡n1ñ"'nrP. Ë¡seu upon its review of all proposals submitted in ruupoi!ã-io tft" nfP, C¡TY is willing to award this Agreement to CONSULTANT.
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2 ffi earrier terminated in accordance wíth paragraph 4 below, this Agreement will continue ¡n full ioi"u "na
effect trom ttre Ëffective Date through February 7'
ForservicesrenderedpursuanttothisAgreement,coNsULTANTwillbe paid in.accordance witr tne compensafiõn schedule set forth in the proposal; providej, Ài*àuu., tnat in.no event will the total amount of money paid coNsLlÍÀÑf, ior seryices initially contemplated by this 1 OHIGINAL[001 I 2037'doc]
54 B
Agreement, exceed the sum of $768,250 ("Agreement sum"), Unless otiren¡rise first approved in writing by CITY'
Schedule of Payment.
Provided that GONSULTANT is not in def;ault under the terms of this Agreement, upon presentation of an invoice, CONSULTANT will be paid thä fees desci¡Oed in Paragraph 3.4. above, accord¡ng to the ðã*p"n.áüon $chedule. Þayment will be due within 30 days after the date of the invoice.
TERMINATION .OF AGR.EEMENT
Ã. Termination by CITY for Convenience.
1. CITY may, at any time, term¡nate the Agreement for clTY's convenience and without causs'
2, Upon receipt of written notice from CITY of such termination for CITY's convenionce, CONSULTANT will:
a.ceaseoperationsasdirectedbyC|TYinthenotice;
b. take action$ n€c€ssqry, or that CIay may direet, for the protection and preservation of the work; and
c. äxcept for work direc-ted to be performed prior to the effective date of termination stated in the notice, terminate ail exlstlng subcontracts and purchase orders and enter into no further subcontracts and purchase orders'
g. ln case of termination for CITYs convenience, CONSULTANT will be entitled to receive payment for work executed, together with costs incurred by reason of the termination, along with reasonable . overheâd and profit on work not executed'
B. Termination for Cause
4. 1 lf either party fails to perform any term, covenant or condition in this Agreement and that failure continues for 15 calendar days after the nondefaulting party gives the defaulting party written notice of the failure to perform, this Agreement may be terminated for cause; provided, however, that if during the notice period the defaulilng party has promptly commenced and continues diligent efforts to-rèmeãy the default, the defaulting party wilf have such addltional time as is reasonably necessary to remedy the default' ln the event this {greement is terminated for cause by the default of CONSULTANT,-CITY may, at the expense of OoNSULTANT
and its surety, complete this Agreement or cause it to be ,completed. Any check or bond def ivered to the ÇlIY in connection 2 2
lo0112037.dcrcl
55 c
5 with this Agreement, and the money p,ayablqjlr.ereon' will be forfeited t. ;; ñ;in the property òt ihe,ClTY- All moneys due CONSULTANT under the terms ofifris Agreeme,nt will be retained ù"v ðrrr, ¡rriìh;;;i;"tig",1,t'i1not rete,asð eorusulrn¡tr and its ;úr;it rri* ùåuirW rot iç default. under these circuristances' üúi¿r; coÑïrilfÀ¡rT and its suretv wîll þs credited with the arnguntofmorreyretained.tow.ðrdanvamou'ntbyrruhichtlresostof csmpletion "xÿt
the Agreement Surn and any amount
authorized for extta services'
3. Termination for cause will nol affect or terminate any of the rights of olTy u* "gäin"iõoÑsr,l.lrnNT
orits surety then existittg, or
that rnây neäne¡ accft¡e because of the default; this pr:ovision is ln addition to all othsr rlghts- a'lå ïém*¿ies available to the CITY under law.
Termination for Breach of Law'
ln the event coNsuLTANT or any of its officers, directors' shareholders' employees, "grnts,
subsidiaries ór affiliates is convicteg (i) of a.criminal offense as an ¡nc¡Jänt to obtaining or attempting to obtain a public or private contract oi"uU"ãntract, oiin the performance of a contract or subcontract: (ii) ,nããi state or federal ståtutes of embezzlement, theft, forgery, bribery, f"f.in"àt¡on or destruction of records, receiving stolen property, or any
"ii.;; ãrun"" indicating a lack of business integrity or business honesty ìr,ät "urr"ntly,
seriously, and directly affects
responsibitity as "'öüüù" "onsiitant
or CbNSULTANT; (iii) under state or
federat antitrust,ä;ü; arlsing out of the submjssion of bids or proposats; or (iv) or u¡otution ol P"ragGph 19 of this Agreement; or for any other cause CtfV determines to be so serious and compelling as to àffect coNsuLTAÑT's responsibility'as a public oonsultant or CONSULTANT, intiuu¡ng but not limited to, debarment by another government.r ug"n"y, ìttän crrV reserves the unilateral right to terminate this Agreem*nt oitãii11p"t* such other sanctions (which may include financialsanctions,temporarysuspensionsoranyothercondition deemed "ppropri"i,
fnå* of iermination) as it deems proper. clTY will
not take action ""tìicóÑsuLTANT
has been given notice and an
opportunity to present evidence in mitigation'
lf 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 materiafs, govemmental restrictions, governmental regulations, governmental control, iudi cial orders, enemy 0r hostile governmental action, civil commotion, f,re or other casualtY, or other causes beYond the control of the PartY obligate
[001 12037.d0c]
reasonable
3 d to perform, then
56 6.
7,
8. 9.
,EîrEÎ,,l.TtçN OF FU NDS,
ffis cffy to deductfrom any amount payable to
CONSULTANT (whether or not arisinþ out of this Agreement) any amounts the payment of whicil t"V U" in dispute or tfrat are necessary to compensate CITY ioi"ny losses, costs, liabllities,br damages suffered by CITY, and all amounts for whlch CITY may be liable to third parties, byIï19l.of CONSULTANT's acts or omission" in peioiming orfailing io perform CONSULTANÏ's obligations under this Agreement. ln-ttre eveni thai any claim is made by a third party, the amount or vãliOity of which is disputed by CONSULTANT, or any indebtedness exists that appears to be the basis for a claim of lien, CtTy may withhold from any paymeni àue, without liability for intergsj becaused the withholding, an umouni sufficient to cover the dåim. The failure of clTY to exercise the right to deduct or to withhold will not, however. affect the obligations of CONSULTANT to insure, indemnify, and p¡oiect CITY as elsewhere provided in this Agreement' CITY REPRE8ENTATIVE
Robert Beste ¡r ¿ffi0 as the "city Representative," authorized to act in its behalf with respect tã the work and soryices specified in this Agreement and to make all decisions in connection with this Agreement. Whenever approval' directions, or other actions are required by clTY under this Agreement, those actions will be taken by the City Representative, unless othenruise stated. The òity trrt"nuger has ttre i¡ght to d-esighate another city Representative at any time, by providing notice to CON$ULTANT.
cgNsuLTAf.lT,REPRES EÎ'{rATlYHlÐ . ._[fnruf are designated as being the principal(sl ãn¿ r*pi"ràÁtrtive(s) of_CoNSULTANT authorized to act in its b¿fr;fi wiih respe"i to th* vùork spec¡fiëd in this Agreernent and make alf decisions in connection with this Agreement:
that party's performance witl be excused for a period oqual to the period of that cause for failure to perform.
Derrick Willis
INDFPENDENT CONTRAGTOR r__,!.,:-r^-^_s will remain as to CITY' a wholly independent contractor. Neither ClTy nor any of its agents will have control over the conduct of CONSULTANT or any of COÑSULTANT's employees, except as othenrvise set forth in this Agreemánt. CONSULTANT's agents and employees are not and shall not be considered employees of CITY for any purpose. CONSULTANT may not, at any time or in any manner, represent thatit or any of its agents or *rptoy"ut utt in uny t"nnur agents or employees of CITY' CITY has no duty' obligation, or r*rpon*ibility to Có¡¡SULTANT's agents or employees under the Affordable Care Act. COÑSUlfnNT is sofefy responsible for any tax penaltÌes assoöiated with the failure to offer affordable coverage to its agents and employees under the Affordable Care Act and any other liabilitíes, claims and [û01 12037.doc| 4
57 obligations regardirrg compliance with the Affordable Care Act with respect to coNSULTANïs agËnt* "n¿ employees. clry is not responsible and.shall not be held liable tor cbrusuLTANT's failure to comply with CONSULTANT's duties' obtigations, and responu¡Utt¡t¡"t under the Affordable Care Act' CONSULTANT ;õ;;;to defend, ihã.*;it ànd hold ctry harmless for any and all taxes and penatt¡es that may båìrlãlt"d against Çlw as a result of CONSULTANT's bUl¡gations undeithe Affordable Care Act retating to CONSULTANT'' agents and employees.
BUSINFSS, LlcEttsE
CCINSULTANT mrñbtain a Gity business license prior to the start of work Under this Agreetnunt, unless CONSUIInNT is qualified for an exemption' prHEß I.'lcFNsEs AÑD,PEry:qliq
coNSuLTArur wäñãñiffit it ¡,a" all professional, contracting and other permits and licens;t Äri*d to underiake the work conternplated by this
10. 11.
12. {3.
14. Agreement.
FAftllLüARlw wTH WOBK .. +^ ^,_ -.___^_,^ t
¡ , CONSULTANT wanants that CoNSULTANT (a)
has thoroughly invåtþated and considered the scope of services to be performed, (b) hasãtåtufry considered how the services should be performed' ãnJ t"l tutt'y'unUerstands the facitities, dif{iculties and restrictions attending pu6d*"nåe of tne sárv¡ces required undor this Agreement' lf the services invotve work upon-;t ;ìa;. COi'tSUlfnNT warrants that CONSULTANT has or will investigate the .¡tä
"nU
is or will bo fully acquainted with the conditions there existing, prior to ****n""ment of the servicos set forth in this Agreernent' should coNsuLTANT discover any latent or unknown condÍtions that will rnaterially affect the perfàrm"n"" of the services set forth in this Agreement' CoNsULTAf..¡r musi¡mmediately inform CITY of that fact and may not proceed ¿*¿*þt at CCINSUlrÀrur's rist< unt¡twritten instructions are received{rom clrY'
CARE OF WORK
coNSuLTANT must adopt reasonable methods during the term of the Agreement to furnish "oni¡nuou"
protection to the work, and the equipment'
materials, pup*ru, ãácurnents, plåns, studies and other components to prevent losses or damrgrs, and wíll be responsible for all damages to persons or prop"*y, until accåþãná or the work by Cl¡y, except those losses or damages äs may'be caused by CITY's own negligence'
Records of CO NSULTANT's time pertaining to the project, and records of accounts between CITY and CONSULTANT, wifl be kept on a generallY recognized accounting basis. CONSULTANT will also maintain all other records, including without limitation, specifícations, drawings, Progress rePorts and the like, relatíng to the work and services
[001 12037.docJ 5
identified in Exhibit A. All records
58 15.
16. witlbeavailabletoC|TYduringnormalworkinghours.CONSULTANTwill maintain these records for three years after final payment'
INDEIVINIFICATION
CONSULTANT wlä-¡ndemnify, defend, and hold harmle.ss CITY' the Successor Agency to the Former Redeúelop*.ni Agelry of the city of Torrance, the oity Counclt, each member thereof, present ãnd fùture, members of boards and commissions, their officers, agents, employees and volunteers (collectively "City Affitiates") rro* "nJågã1.*t fîy gnO atitidOitity' expenses, including defense costs and legal fq|g, ;.ä claíms for damages wh€tsoever, including' but not limîted to, those
"ri*ing
fttm nreach of coñtract, bodily injury, death' personal inJury, proper{ a"m"íu, ùss of use, or prope4y loss however the same may be caused and regardlejs of the responsi6itltytoi negligence' The obllgation to indemnify, defend ãnà noU harmiess includes, bui is not limited to' any tiability or expense, ¡ncluding defense costs and legal fees,¿rising from the negligent acts or omissions, ;*lllfui mlsconduct of CONSULTANT, its offiçers, employees, "g"ntr, ""nðóÑsULTANTs
or vendors' CoNSULTANT's
obligations to ¡nd;;;ffy, Oefend and hold harmless will apply even in the event of conourrent negligenc€ on the part of city Affililte^q, except for liability resulting sotely frorn the
"üi¡g;;
ó.*¡tirrt misconduct of city Affiliates' Payment by
ClTy is not "
con6"¡t¡än precedent to enforcement of this indemnity' ln the event of any dispute u*t*àãn'colvsUtrRNT and clTY, as to whether liability arises from the rot" nugìigã^å" tt c1y Affiliates, çoNSULTANT will be obligated to pay for the defensããf C¡tV nffiiiates until such time as a {inaljudgment has been enteredadjudicatingcityAmriatesassolelynegligent.coNsULTANTwillnot be entitled in the event of such a determinátion to any reimbursement of defense costs including out not limited to attorney's fees, expert fees and costs of litigation.
Nó off¡cei öi êmployee
event of anY default or
due to CONSULTANT-
of Clfi will be personallY liable to GONSULTANT, in the breach bY the CITY or for any amou nt that maY become
17. INSURAN,CE ^^rr^,.' ?^r'-r^ *,,-r mainrai^ ¡f I
A.CoI{SULTANTanditssubCoNSULTANTsmustmaintainattheirsole **p*n-"" the foltowing ¡nr;run"., which witl be full coverage, not subiect to self insurance Provisions:
l.AutomobileLiability,includingowned,non-ownedandhired
vãfi¡"1*t, with at leäst the following limits of liability:
a" Primary Bodily lnjury with timits of at least $500'000 per p"tton, $1,oob,o-00 per occunence; and
b. Primary Property Damage of at least $250'000 per
occurrence; or
I00112037.d0c1 6
59 18.
19. c. combined single limits of $1,000,000 per occurrence.
2. General Liability inclUding coverage for premises, products and completed opeotion", i ndepe ndent co N su LTANTs/vendprs, personal ¡niúry and contractual obligations with combined single l¡m¡ts of coverage of at least $1,000,000 per occurrence. 3, Workers' compensation with limits as required by the state of california and Employerls Liabil¡ty with limits of at least $1,000,000.
B, The insurance provided by CONSULTANT will be primary and non- contributory.
C. CITY, the Successor Agency to the Former Redevelopment Agenoy of the City of Torrance, the Çlty Cáuncil and each member thereof, members of boards and commissioni, every officer, agent, official, employee and volunteer must be named as addit¡onal insureds under the automobile and general liabilitY Policies.
D. CoNSULTANT rnust provide certificates of insurance and/or endorsements indicadng appropriate coverage, to the City Clerk of the City of Torrance before the commencement of work'
E. Each insurance policy required by this Paragraph must contaln a provision that no t"t*in"tion, cancellation or change of coverage can be made without thirty days notice to CITY'
suFFlclENcY oF INSUBERS . .,. !. ! ,.. r 1..
ernent will be satisfactory only if içsued blt
companies admitted ío Oo bJsiness in California, rated "B+" or better in the most recent edition of Best's Key Rating Guide, and only if they are of a financial category Class Vll or better, unless these requ¡rements are waived by the Risk ft¡anãger of CITY ("Risk Manager") due to unique circumstances. ln the event the Risk Managerietermines [tr"t tft" work or services to be performed under this Agreerneni creates an increased'or decreased risk of loss to CITY, the CONSULTANT agrees that the minimum limits of any insurance policies or performance bonãs required by this Agreement may be changed accordingly lpon ¡.""uipt of written notice from the Risk Manager; provided that iOt'lSULfnNT will have the right to appeal a determination of increased coverage by the R¡sk Manag"t to the City Council of CITY within 10 days of receipt of notice from the Risk Manager.
coNFLlÇT OF INTERE$T
A. No officer oîñp-ry*e of the CITY may have any financial interest,. direct or indirect, in this Agreement, nor may any officer or employee participate [001 l2037.dooJ 7
60 20
in any decision relating to the Agreement !r,.".teffects the officer or employee's financial iÀterest or Ih" financial interest of any corporation' partnership or association in which the officer or employee is, directly or indirectly intårested, in violation of any law, rule or regulation' B.Nopersonmayoffer.give,oragreetogiveanyofficeroremployeeor former offcer år emptõyee, nof may any office.r or employeo solicit, demand,
"räpt,
or "gi*"
to accept from anqther. person, a gratuity or an
offer of
"*pio'*"nt
iñ conäection with any decision, approval,
disapproval, råcommendation, preparation o.r any part of a pr_ogram ¡-*qu¡iu*"ni ot
"
purchase request, influencing the content of any
specification ôr pio"urement standard, rendering of advice, investigation, auditing, o|" itt"ny other advisory capacity in any way pertaining-to any pfogram
'.qui**.nt,
contract or subcontract, or to any solicitation or
proposal.
NOnqE
A. All notices, requests, demands, or other communications under this Agreement w¡ri ¡e in writing. Notice will be sufficiently glven for all purposes as follows:
1. Personal delivery. when personally delivered to the recipient' notice is effective on delivery'
2. First Class mail. When mailed first class to the last address of the ,."ipiãntmown to the party giving notipe¡ notice is effective three m"¡f ,Oãiiwfi U"y" attei Oeþosit in an United States Postal Service offico or mailbox.
3. certified mail. when mailed certified mail, return rêceipt requested, notice is effective on receipt, if d,elivery is confirmed by a return receipt.
4. overnight delivery. when delivered by an overnight delivery serv¡ce,chargesprepaidorohargedtothesender'saccount'
notice is effeõt¡ve on delivery, if delivery is confirmed by the delivery service.
S.Facsimiletransmission.Whensentbyfaxtothelastfaxnumberof therecipientknowntothepartyg¡Yirynotice,noticeiseffectiveon r"r"ipt.-Àn' noti"" given by lax will be deemed received on the n"X [u"in"!c ¿uV ¡flt ¡s received after 5:00 p'm' (recipient's time) or on a non-b'usiness daY'
6. Addresses for purpose of giving notice are as follows:
I[001 'l2O37.doc]
61 CONTRAGTOR:
CITY:
Northgate EnvironrnentaI Management
lnc.
24411Ridge Route Drive, Suite 130
Laguna Hills, CA 92653
Fax: 949- 716{055
City Clerk
City of Tonance
3031 Tonance Boulevard
Tonânce, CA 90509-2970
Fax: (31O) 618-2s31
B.
this Agreement and all exhibits are on the heiÎs, successors, andng c
Any correctly addressed notice that is refused, unclaimed, or undeliverabre becauso of an act or omiss¡on of the party to be notified, ùtt ¡" deemed effective as of the flrst date the notice was refused, unclaimed or deemed undeliverable by the postal authorities' messenger or overnight delivery service.
Either party may change its address or fax number by givlng the other party not¡cä of ihe cha-nge in any manner permitted by this Agreement' rlME oF ESSEN.CE
Time is of the tr"fi"" in the performance of this Agreement' lN TEGRATI oN I . AltilEil D$Çt'11
ThisAgreement,*öffient¡reunderstandingofclTYandCoNSULTANT as to those matters contained in it, No prior oral or written understanding will be àf
"ny
force or effect with respect to the terms of this Agreement. The Agreement rÉy nutn" modifild or altered except in writing signed by both parties.
INTËRPRETATION
ïhe terms of this Alreement should be construed in accordance with the rneaning of the l"nõuãã* used and should not be construed for or against either üny dr.uron of ine äutnorship of this Agreement or by any other rule of lonétruction that might otherwise apply'
assigns of the parties. The Agreement maY not be assigned or subcontracted by either CllY oT CONSULTANT without the Prior written consent of the other lf any part of this Agreementisfoundtobeinconflictwithappficablefaws,thai part wíll be inoPerative, null and void insofar as it ís ín conflict with any applicable laws, but the remainde r of the Agreemeni will remain in full force effect.
21. 22
23 24
25 [001 12037.doc] I
and
62 26.
27 28.
29. GQVËRf.l ING l,åW: J u RlSQtgllON,
and ¡nterpreted under the laws of the State
of California. ¡ur¡sàiction of any litigation arising from the Agreement wilt be in Los Angeles CountY, California.
NSULTANT will be of
federal, state, county and city statutes, rules,
orders
with all applicable
, ordinances and
WAIVER OF BREAqH
ffitheexerciseofanyrightorremedybyanondefaulting
párry on rny default will impair the right or remedy or be construed as a waiver.
R párty'u consent or approùal of any act by the otherparty requiring the first p"rty't consent o¡.
"pptàvul
will not be deemed to walve or render unnecessary
inr åtf,ut party's consent to or approval of any subsequent act' Any waiver by either party of any default must 6ä in writing and will not be a waiver of any other defauli concerning the same or any other provision of this Agreement' ATTORNEY',S FEE8,
ffirinParagraph15,inanydispute,litigation,arbitration,or.in"i procåeding by whích onJparty eithor seeks to enforce its rights under this ngreement (wtrettrer in contract, tori or both) or seeks a declaration of any rights oioüiéut¡ons under this Agreement, the prevailing party wilt be awarded reasonable attorney's feesl together with any costs and expenses, to resolve the dispute and to enforce any judgment.
30. EXHIBIîq
Afl exhibits identified in this Agreeme nt are incorporated into the Agreement by this reference.
31. col-¡Eul.TANT'S AUTHSRITY T,O p(EcuTF .-
Theperson,**'",@behalfofCoNSULTANTwarrantthat
fi) Cþn¡SULTANT is d"uty orgãnized and existing; (ii) they are duly authorized to àiecute this Agreementtn tehalf of CONSULTANT; {iii) by so executing this Agreement, CõNSULTANT is formally bound to the provisions of this [Ool 12o37.doct 10
63 Agreement; and (iv) the entering into this Agreeme¡t does not violate any piovision oi uny òtÉrr Agreemeñt to which CONSULTANT is bound.
CITY OF TORRANCË.
a mun
ATTEST:
Northgate Environmental Management, lnc'
A Californla Corþoration
Willis,
Principle
t
!
)
¡
,
i
¡
r.
q-dR
Poirler, MMC
City Clerk
APPROVED AS TO FORM:
JOHN L. FELLOWS III
City
By:
IÞ
Attachments:
Revised: 7t1512014
Request for ProPosals
Proposal
Exhibit A
Exhibit B
[001 12037.docl 11
64 Exhibit B
00387284
65 FIRST AMENDMENT îO CONSULTING SERvlcEs AGREEMENT (C2017-015) This First Amendment to consulting services Agreement c2017-015 is made and entered into as of Februa ry 8,2O22, ny an!¡eÚ::lthe CITY OF TORRANCE ¡ðffi ; ; municipat corporation, tnd'NoRTHGATE ENVIRONMENTAL MANAGEMENT, it¡C. u balifornia corporation ("CONSULTANT")' RECITALS:
A. The clry previously circulated a Request for Proposal ("RFP") for Machado Lake Watershed TMDL Monitoring óervices for Five (5) Years, RFP No' 82016- 6B (the "RFP").
AGREEMENT:
B. CONSULTANT submitted a Proposal in respon:9 to the RFP' ln its Proposal' the CONSULTAÑï;;presented'ir'"t ¡t was qualified to perform those services requested in the RFP.' Based upon its review of all Proposals submitted in response to the RFP, the clTY awarded the Agreement to CONSULTANT' C. on February 8,2017, CITY and CONSULTANT entered into Consultir"rg Services Agreement tCåõiZ-Of S¡ 6fre "ngt"u*untu), whereby CONSULTANT agreed to provide water quality monitoringi;;""; in order to implement requirements of the Machado ï;k" Nutrient Í"ãa Maximum Load and the Machado Lake pesticides un¿ pofy"hlorinated Uip¡un't" (PCBS) Total Maximum Load in an arnount not to exceed $768'250'
D. CITY is satisfied with the level of service provided by CONSULTANT' E. CITY wishes to extend the consulting services Agreement 19tT for one year fromthroughFebruaryT,2O23tocon"tinuewaterqualitymonitoringservicesof Màchado Lãke maintaining the current ternrs and eonditions of the Agreement' C)
f\)
(3
ìil
I
o
(.rl
1 paragraph 2, of the Agreement, entitled 'TERM" is amended to read in its entirety as follows:
,.2. TERM
unless earlier terminated in accordance with Paragraph 4 below' this Agreement will continue in full force and effect from the Effective Date thiough FebruarY 7, 2A23'"
00i4440 I
66 2
CITY OF TORRANCE,
a municipal corPoration
By:
ayor
APPROVÊD AS TO FORM
PATRICK O. SULLIVAN
City AttorneY
By:
e K. Litvin
Deputy CitY AttorneY
Attachrnent A: Agreement C2017-015
ln all other respects, the Agreement between the clTY and cONSULTANT is ratified and reaffirme¿ as Jmended and remains in full force and effect' Northgate Environmental Management, lnc'
a California corPoration
By
Willis, PrinciPal
ATTEST:
City Clerk, MMC
00i4440 I
67 sEcoND AMENDMENT TO CONSULTTNG SERVTCES AGREEMENT (C2017-0{5} This Second Amendment to Consulting Services Agreement C2017-015 (the "Second Amendment") is effective as of February 8,2023, by and between the CITY OF TORRANCE ("C|TY"), a municipal corporation, and NORTHGATE ENVIRONMENTAL MANAGEMENT, lNC. a California corporation ("CONSULTANT').
RECITALS:
A. The C¡TY previously circulated a Request for Proposal ("RFP") for Machado Lake Watershed TMDL Monitoring Services for Five (5) Years, RFP No. 82016- 68 (the "RFP").
B. CONSULTANT submitted a Proposal in response to the RFP. ln its Proposal, the CONSULTANT represented that it was qualified to peform those services requested in the RFP. Based upon its review of all Proposals submitted in response to the RFP, the CITY awarded the Agreement to CONSULTANT.
C. On February 8,2017, CITY and CONSULTANT entered into Consulting Services Agreement (C2017-015) (the "Agreement"), whereby CONSULTANT agreed to provide water quality monitoring services in order to implement requirements of the Machado Lake Nutrient Total Maximum Load and the Machado Lake Pesticides and polychlorinated biphenyls (PCBS) Total Maximum Load in an amount not to exceed $768,250. A true and correct copy of the Agreement is attached herein at Exhibit A.
D. On February 8,2022, City Council approved a First Amendment to Consulting Services Agreement (C2017-015) (the "First Amendment"), extending the term thr:ough Febr:uary 7,2023. A true and co¡:rect copy of the First Amendment is attached herein at Exhibit B.
E. CITY is satisfied with the level of service provided by CONSULTANT F. Clry now wishes to extend the term of the Agreement by one (1) year, through February 7,2024, to continue water quality monitoring services of Machado Lake maintaining the current terms and conditions of the Agreement.
AGREEMENT:
Paragraph 2, of the Agreement, entitled "TERM' is amended to read in its entírety as follows:
1 00387284.doc
68 2
..2. TERM
Unless earlier terminated in accordance with Paragraph 4 below, this Agreement will continue in full force and effect from the Effective Date through February 7, 2024."
ln all other respects, the Agreement between the CITY and CONSULTANT ís ratified and reaffirmed as amended and remains in full force and effect.
CITY OF TORRANCE,
a municipal corporation
Northgate Environmental Management, lnc.
a California corporation
By By:
George K. Chen, Mayor
APPROVED AS TO FORM
PATRICK Q. SULLIVAN
City Attorney
By:
Galen W. Bean
Legal Counselor
rrick Willis, Principal
ATTEST
Rebecca Poirier
City Clerk, MMC
Attachments: Exhibit A - Consulting Services Agreement (C2017-015) Exhibit B - First Amendment to Consulting Services Agreement(C2017- 01 5)
00387284.doc
69 Exhibit A
00387284.doc
70 This CONSULTING SERVICES AGREEMENT ("Agreement") is made and entered into as of February 8, 2017 (the "Effective Date"), by and betweerithe CITY OF TORRANCE, a municipal corporation ("C|TY'), and Northgate Environrnental Management, tnc., a Callfornia corporation ("CONSULTANT')' RECITALS:
9oMPENSAfloN
A. CONSULîANT's Fee.
A. CIJ{ wishes to retain the services of an experienced and qualified CONSULTANT to provide water quality monitoring sCIrvices in order to implement requirements of the Machado Lake Nutrient Total Maxímum Load and the Machado Lake Pesticides and polychlorinated biphenyls (PCBs) Total Maximum Dally Load' B. ln order to obtain the desired services, CITY has circulated its Request for Proposal for Machado Lake Watershed TMDL Monitoring Services for Five (5) Years, RFP No, 82016-68. (the "RFP").
C. CONSULTANT has submitted a P¡:oposal (the'Proposal") in response to the RFP. ln its Proposal CONSULTANT represents that it is qualified to perform those services reQuested in the RFP. Based upon its review of all proposals submitted in response to the RFP, CITY ls willing to award this Agreement to CONSULTANT.
AGREEMENT:
SERV'SES TO BE PERFORIi{FD BY CONSULTAIIT
COñSUlfnNT will provide the services and install those materials listed in CONSULTANT's Proposa! submitted in response to the RFP. A copy of the RFP ls attached as Ëxhibit A. A copy of the Proposal is attached as Exhibit B.
CONSULTANT warrants that atl work and services set forth in the Proposalwill be performed in a competent, professional and satisfactory manner.
TERM.
Unless earlier terminated in accordance with Paragraph 4 below, this Agreement will continue in fult force and effect from the Effective Date through February 7, 2422.
CONSULTING SERVICES AGREEMENT
For services rendered pursuant to thls Agreement, CONSULTANT will be paid in accordance with the Compensation Schedule set forth in the Proposal; provided, however, that in no event will the total amount of money paid ÇQNSULTANT, for services initially contemplated by this (:>
-)
¡. -tl
I
2. 3.
[0oi 12037.doc|
ORIGII¡AL
71 4.
Agreement, exceed the sum of $768,250 ("Agreement sum'), Unless othenryise first approved in writing by CITY'
B. Schedule of PaYment.
provided that CONSULTANT is not in default under the terms of this Agreement, upon presentation of an invoice' CONSULTANT will be paid thã fees desci¡bed in Paragraph 3.A. above, according to the Compensation Schedule. Þayment will be due within 30 days after the date of the invoice.
TERMINATION OF AGREEMENT
A. Termination by CITY for Convenience.
1. clTY may, at any time, terminate the Agreement for ClTY,s convenience and without causo'
2. Upon receipt of written notice from CITY of such termination for CiTY's convenience, CONSULTANT will:
a'ceaseoperationsasdirectedbyC|TYinthenotice;
b. take actions neoessarV, or that CITY may direct, for the protection and preservation of the work; and
c. äxcept for work directed to be performed prior to the effeotive date of termination stated in the notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracb and purchase orders'
3. ln case of termination for CITY's convenience, CONSULTANT will be entitled to receive payment for work executed, together with costs incr¡rred by reason of the termination, along with reasonable overhead and profit on work not executed'
B. Termination for Cause.
1. ff either party fails to perform any term, covenant or condition in this Agreement and that failure continues for 15 calendar days after tñe nondefaulting party gives the defaulting party written notice of the failure toperform, this Agroement may be terminated for cause; provided, however, that if during the notice period the defaulting þarty has promptly commenced and continues díligent efforts toJemeây the default, the defaulting party will have such additional time ás is reasonably necessary to remedy the default. ln the event this Agreement is terminated for causo by the default of CONSULTANT, CITY may, at the oxpense of CoNSULTANT
and íts surety, complete this Agreement or cause it to be completed. Ãny check or bond delivered to the CITY in connection 2 2
I001 12037.doo]
72 with this Agreement, and the money payable thereon, will be forfelted to and remain the property of the clTY. All moneys due CONSULTANT under the terms of thls Agreement will be retained by clTY, but the retention will not release CoNSULTANT and its súrety from liability for the default. Under these clrcunistances, however, CoNSULTANT and its surety wilt be credited with the amgunt of money retained, toward any amount by which the cost of completion exceeds the Agreement Sum and any amount
authorized for extra services.
Termination for cause will not affect or terminate any of the rights of clTY as againot ooNSULTANT or its surety then existing, or that may thereafter accrue because of the default; this provision is in additlbn to all other rights and remedies available to the CITY under law.
C. Termination for Breach of Law.
ln the event CONSULTANT or any of its officers, directors, shareholders, employees, agents, subsldiaries or affiliates is convicted (l) of a criminal offénse as an-incident to obtaining or attempting to obtain a public or pr¡vate contract or subcontract, or in the performance of a contract or iubcontract; (ii) under state or federal etatutes of embezzlement, theft, forgery, b¡beþ, fatsification or destruction of records, receiving stolen proper.ty, or any other offense indicatlng a lack of business integrity or busineis honesty that currently, seriously, and directly affects responsibilig as a public consultant or CONSULTANT; (iii) under state or fedbral antitiust statutes arislng out of the submission of bids or proposals; or (iv) of violation of Paragraph 19 of this Agreement; or for äny pttre,f caUçe CITY determines to be so serious and,goqRelling as to affäct CONSULTANT's responsibilig as a public consultant or coNsuLTANT, including but not limited to, debarment by another governmental agency, then CITY reserves the unilateral right to terminate this Agreement ór to impose such othor sanctions (which may include financial sanctions, temporary suspensions or any other condition deemed appropriate short of termination) as it deems proper. CITY will not take action until oONSULTANT has been given notice and an opportunity to present evidence in mitigation.
FORCE MAJEURE
@erforrnitsobligationsbecauseofstrikes,lockouts,labor
Oispútäs, émbargoes, acts of God, lnability to obtain labor or materials or reasonable substitutes for labor or materials, governmental restrictions, governrnental regUlations, governmental control, judioial ordors, enemy or ñostile governmental action, civil commotion, fire or other casualty, or other "ausesl"yond
the reasonable control of the party obligated to perform, then J
5 3[001 1 2037.doc]
73 7.
6. I
9. that party's performance will be excused for a period equal to the period of that cause for failure to Perform.
RETçNT|OI-\I OF FUNDS
ffi CffY to deduct from any amount payable to
coNsuLTANT (whether or not arising out of thie Agreement) any amounts the payment of whiclr may be in dispute or tfrat are neoessary to compensate CITY ioi"ny losses, costs,-liabilities, or damages suffered by CITY, and all amounts for which CITY may be liable to thlrd parties, by I9199l.of CONSULTANT's acts or omissions in performing or failing to perform coNsuLTANT',s obligations under this Agreement. tn ttre evenlthat any clairn i1ry9" by a third party, the amount or vãliaity of which is disputed by CONSULTAIT, or any indebtedness exists that appears to be the basis for a claim of lien, clTY may withhold from any paymeni du", without liability for interest because of the withholding, an "niorni
sufficient to cover the dåim. The failure of CITY to exercise the right to deduct or to withhold will not, however, affect the obligations of CONSULTANT to insure, indemnig, and protect CITY as elsewhere provided ln this Agreement.
CITY REPRESENTATIVE
ffiasthe..CityRepresentative,'authorizedtoactinits
behalf with respect tõ tne work and services specified in this Agreement and to make all decisions in connectlon with this Agreement. Whenever approval, directions, or other actions are required by CITY under this Agreement, lhqse actions w¡il Ue taken by the City Representative, unless otherwise stated. The ôity ¡¡"n"ger has the right to designate another City Representative at any time, by providing notice to CONSULTANT.
following principa l(s) of CONSULTANT are designated as being the princip al(s) and r:epresentative(s) of CONSULTANT authorized to act in ils behalf with resPect to the work specified in this Agreement and make all decisions in connection with this Agreement:
Derrick Willis
INDEPENDENT CONTRACTOR
s will remaln as to CITY, a wholly independent
contractor. Neither CITY nor any of its agents will have control over the conduct of CONSULTANT or any of COÑSULTANT's employees, except as otherwise set forth in this Agreemént. çONSULTANT's agents and ernployees are not and shall not be consldered empfoyees of CIW for any purpose. CONSULTANT may not, at any time or in any manner, represent thatit^or any of its agents.or "*ptoy"ut u* it any manner agents or employees of CITY' CITY has no du$, obligaiion, o¡. ¡urponiibility to CÓ¡¡SULTANT's agents or employees under the Affoidable Care Act. COÑSULTANT is solely responsible for any tax penalties associated with the failure to offer affordable coverage to its agents and employees under the Affordable Care Act and any other líabilities, claims and (001 1 2037.docl 4
74 obligations regarding compliance with the Affordable Care Act with respect to CONSULTANT's agents and employees. CITY is not responsible and shall not be held liable fc¡r CONSULTANT's failure to comply with CONSULTANT's duties, obligations, and responsibilities under the Affordable Care Act. CONSULTANT agrees to defend, indemnify and hold CITY harmless for any and all taxes and penalties that may be assessed against CITY as a result of CONSULTANT's obllgatlons under the Affordable Care Act relatlng to CONSULTANT's agents and employee$.
10. Bus[lEs.glrcENSE
CONSULTANT must obtain a City buslness license prior to the start of work under this Agreement, unless CONSULTANT is qualified for an exemption.
11. OTI-|ER LTCENSES ANp PERMTTE
CONSULTANT warrants that it has all professional, contracting and other permits and licensed required to undertake the work contemplated by this Agreement.
12 FAMTLIARITY WTH WORK
By executing this Agreement, CONSULTANT warrante that CONSULTANT (a) has thoroughly investigated and considered the scope of services to be porformed, (b) has carefully considered how the services should be performed, and (c) fully understands the facilities, difficulties and restrictions attending performance of the services required undor this Agreernent. lf the services involve work upon any slte, CONSULTANT warrants that CONSULTANT has or will investigate the site and ís orwill be fully acquainted with the conditions there existing, prior to commencement of the services set forth ln this Agreement.
Should CONSULTANT discover any latent or unknown conditions that will materially affect the performance of the services set forth in this Agreement, CONSULTANT must immediately inform CITY of that fact and may not proceed except at CONSULTANT's risk untllwritten instructions are receíved from CITY. ,l3. CARE OF WORK
CONSULTANT must adopt reasonable methods during tho term of the Agreement to furnish continuous protection to the work, and the equípment, materials, paper$, documents, plans, studies and other components to prevent losses or damages, and will be responsible for all damages to persons or property, until acceptance of the work by CITY, except those losses or darnages as may be caused by CITY's own negligence.
14. CONSULTANTjS AccOUNTINc REÇOFD$: OTHER PROJEÇT REGORDS Records of CONSULTANT's tirne pertaining to the project, and records of accounts between CITY and CONSULTANT, will be kept on a generally recognized accounting basis. CONSULTANT will also maintain all other records, including without limitation, specifications, drawings, progress reports and the like, relating to the work and services identified in Exhibit A. All records 5[00] l2037.doc]
75 15.
16. 17.
INDEMNIFICATION
ffilndemnify,defend,andholdharmlessClTY,theSuccessor
Agency to the Former Redevelopment Agency of the City of Torrance, the City Cõuncil, each member thereof, present and future, mernbers of boards and commissions, thelr offlcers, agents, employees and volunteers (collectively "City Affiliates") from and aga[nst any and all liability, expenses' including defense costs and legal fees, ãnd claims for damages whatsoever, including' but not limited to, thóse arising from breach of contract, bodily injury, death, personal injury, property damagã, loss of use, or property loss however the same may be .árr"d and regardleJs of the responsiblllty for negligence. The obligation to indemnify, defãnd and hold harmless includes, but is not limited to, any liability o, expuntu, including defense costs and legal fees, ?fling fromthe negligent acts är omissions, oiwillfut misconduct of CONSULTANT, lts offlcers, employees, agents, subcoNSULTANTs or vendors. ÇONSULTANT'g obligaiions tolndemnify, defend and hold harmless will apply even inthe event of cõncurrent negligence on the part of City Affiliates, except for liability rosulting solely from the negligence or wlllful misconduct of City Affiliates. Payment by CI1y ls not a cond¡t¡ón precedent to enforcement of this indemnity. ln the event of any dispute between CONSULTANT and CITY, as to whether liabítity arises from ihe sble negligence of City Afüliates, CONSULTANT will be obllgated to pay for the defensã of City Affiúates until such time as a final judgment has been eniered adjudicating City Affiliates as solely negligent. CONSULTANT will not be enti¡ed in the evlnt of such a determination to any reimbursement of defense oosts including but not limited to attorney's fees, expert fees and costs of litigation.
will be available to CITY during normal working hours. CONSULTANT will maintain these records for three years after final payment. o cl
ror emþioyee öf CITY trnil-be þeisonally fiáble to CONSULTANT, in the event of any default or breach by the CITY or for any amount that may become due to CONSULTANÏ.
INSURANCE
A.JOreULTANT and its subCONSULTANTs must maintain at their sole expense the following insurance, which will be full coverage, not subject to self insurance Provisions:
Automobile Liability, including owned, non-owned and hired vehicles, with at least the following limits of liability:
a. Primary Bodily lnjury with limits of at least $500,000 per person, $1,000,000 per occurrence; and
b. Primary Property Damage of at least $250,000 per
occurrence; or
6 1
1001 1 2037.docl
76 18.
19. C¡ Combined single limits of $1,000,000 per occurrence. 2, General Liability including coverage for premises, products and completed opeiations, independent CONSU LTANTs/vendors, personal injúry and contractual obligationa with combined single iimits of coverage of at least $1,000,000 per occurrence.
3. workers' compensation with limits as required by the state of california and Employels Liability with limits of at least $1'000'000.
B. The insurance provided by CONSULTANT will be primary and non- contributory.
C. ClTy, the Successor Agenoy to the Former Redevelopnrent AgencrT of the City of Torrance, the City Council and each member thereof, members of boårds and commissions, every offlcer, agent, official, employee and volunteer must be narned as additional insureds under the automobile and general liabilitY Policies.
D. coNsuLTANT must provide certificates of insurance and/or endorsemenûs indlcating appropriate coverage, to the Clty Clerk of the City of Torrance before the commoncement of work'
E. Each insurance policy requlred by this Paragraph must contaln a provlsion that no termination, cancellation or change of coverage can be made without thirty days notice to CITY.
ç r,Æ n! p.lÆl$,çx 9" r, l Il!,9 Ir FFn,9
ffiãgiêementwill be satiËfactory only if issued by
companies admitted io do business in California, rated "B+" or better in the most ¡."r"nt edition of Best's Key Rating Guide, and only if they are of a financial .
category Class Vll or better, unless these requirements are waived by the Risk nÍanãgér of CI¡y ('Risk Manage/') due to unique circumstances. ln the event tfre Risk Manager determines ihat the work or services to be porformed under this Agreemeni creates an increased or decreased risk of loss to CITY, the CONSULTANT agrees that the minímum limits of any insurance policies or performance bonãs required by this Agreemgnt may be changed accordingly upon receipt of written notice from the Risk Manager; provided that CO¡VSUIfÂNT will have the right to appeal a determinatíon of increased coverage by the Risk Manageito the City Council of CITY within 10 days of receipt of notice from the Risk Manager.
CONFLICT OF INTEREST , I'
A. No officer or ernptoyee of the CITY may have any financial interest, direct or indirect, in this Agreement, nor may any officer or employee participate [00112037.doc1 7
77 in any decision relating to the Agreement that effects the officer or emplåyee's financial interest or the financial interest of any corporation, partnership or association in which the officer or ernployee is, directly or indirectly interested, in violation of any law, rule or regulat¡on.
B. 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, âccept, or agree to accept from another. person, a gratu¡ty or an offer of employnìent in connection with any dec¡sion, approval, disapproval, recommendation, preparation or any part of a program requiiement or a purchase request, influencing the content of any spåcification or piocurement standard, rendering of advice, investigation, auditing, or in any other advlsory capac¡ty in any way pertaining.to any program requirement, contract or subcontract, or to any solicitation or proposal.
NOTIGE
n. ¡tl notices, requests, demands, or other communlcations under this Agreement wili be in writing, Notice will be sufüclently given for all purposes as follovvs:
1. Personal delivery. when personally delivered to the recipient, notice is effective on delivery.
Z, First Class mail. When mailed first class to the last address of the recipient known to the party giving not¡ce, notice is effective three maii del¡very days after deposit ln an United States Postal Service ofüce or mailbox.
20. 3
4. Certified mail, When rnailed certified mail, return rÞceipt requested, nöt¡Ce is effective on recoipt, if delivery is confirmed by a return receipt.
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 conf¡rmed by the delivery service.
Facsimile lransmiasion. When sent by fax to the last fax number of tho recipiont known to the party giving notice, notice is effective on receipt. Any notice given by fax will be deemed received on the next ùusiness day if it is received after 5:00 p.m, (recipient's time) or on a non-b'uslness day.
6. Addresses for purpose of giving notice are a$ follows:
5 I[001 I 2037.doc]
78 CONTRACTOR
GITY:
Northgate Environmental Management
lnc.
24411Ridge Route Drive, Suite 130
Laguna Hills, CA 92653
Fax: 949- 716-0055
Clty Clerk
City of Tonance
3031 Torrance Boulevard
Tonance, C 90509-2970
Fax (310) 618-2931
c.
B.
This Agreernent and all exhlbits are inding on helrs, successors, and assigns of the parties. The ,{greement may not be assigned or subcontracted bY either CITY or CONSULTANT without the prior written oonsent of the other This Agreement rePrésents the entire understanding of CITY and CONSULTANT as to those matters contained in it. No prlor oral or written understanding will be Any conectly addressed notice that is refused, unclaimed, or unåeliverable 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.
Either party may change its address or fax number by giving the other party noticã otitre change in any manner permitted by thís Agreement' of any force or effect with respect to lhe terms of this Agreement. The Agieörnent may not be modifièd oi âltefed eÍceþt in wiitin$ signed by both parties.
INTERPRETATION
ffireementshouldbeconstruedinaccordancewiththe
meaning of the language used and should not be construed for or against either party bi reason of [ne ãuthorship of this Agreement or by any other rule of construction that might otherwise apply.
SEVERABILITY
ìG¡¡/ d,tffi Agreement is found to be in conflict with applicable laws, that part witt be inoperaiive, null and void insofar as it ís in conflict with any äppllcable lawè, but the remainder of the Agreement w¡ll remain in full force and effect.
IIME oF ESSENCE
¡¡m" is of the esáence in the pedormance of this Agreement,
21. 22.
23. 24.
25 [001 12037.doc! I
79 26
27 28..
29,
31. GoVEßNING I-A,wr JUBtgFlFllohf
and interpreted under the laws of the State
of California. ¡u¡sàici¡on of any lltigation arising from the Agreement will be in Los Angeles CountY, California.
ANT will be k of and will with all applicable
federal, state, county and city statutes, rules, regulatloRs, ordinances and orders.
WAIVER OF BREACH
ffitheexerciseofanyrightorremedybyanondefaulting
p"rry-*
"ny
oetauit will impair the right or remedy or be construed as a waiver' A party,s consent or àfptoù"lof anyãct by the other.party requÌring the first pu*y'r ionsent ot "pj-uulwitl
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 Le in writing ãnd will not.be a waiver of any other default concerning the same or any other provision of this Agreernent' ATTOANEY|S FEEq
ã@rî'rinParagraph15'inanydispute,-litiga!ion'arbitration,or ;iÀ* d;"åeding UV *fri"l'r onJp"*¡, e¡iher seeks io enforce its rights under this Agreement (whether in contract, tort or both) or seeks a declaration of any rights tiàLirgãti"ns un¿er this Agreement, the prevailing party will be awarded reasonable attornãy's teesl together with any cos{s and expenses' to resolve the diepute and to enforce any Judgment'
30. EXHIFITS
All exhibits identified in this Agreement are incorporated into the Agreement by this reference.
pefso ns executing this Agreement on behalf of CONSULTANT waruant that (i) coNsu LTANT is duly organized and existing; (ii) they are dulY authorized to execute this Agreement on behalf of CONSULTANT; (iii) by so executing this Agreement, CONS ULTANT is formallY bound to the Provigions of this [o01 12037,doc1 10
80 Agreement; and (iv) the entering into this Agreernent-do9s not violate any priui.ion ni
"ny
àtÉ"r Agreement to which CçNSULTANT is bound'
CITY OF TORRANCE.
amu
ATTEST
Northgate Environmental Management, lnc'
A Californla CorPoration
Willis,
Principle
mlr
êf' c
City Clenk
APPROVED AS TO FORM:
JOHN L. FELLOWS III
City
By: L
Attachments:
Revise-d: 7 152Q14
Request for ProPosals
Proposal
Exhibit A
Exhibit B
Io01 12037,doc1 11
81 Exhibit B
00387284.doc
82 FIRST AMENDMENT TO CONSULTING SËRVICES AGREEMENT (C2017-015} This First Amendment to consulting services Agreement c2017-015 is made and entered into as of Februa ry B,2O2l, by and between the clTY oF TORRANCE iört"tl, à municipat corpáration, and-NoRTHGA'rE ENVIRoNMENTAL il¡nf'.¡néfMENT, it tC. u balifornia corporation ("CONSULTANT")' RECITALS:
A. The clTY previously circulated a Request for Proposal ("RFP") forJilachado Lake watersheo ïvror- Monitoring services for Five (5) Years, RFP No' 82016- 68 (the "RFP").
B. CONSULTANT submitted a Proposal in response to the RFP. ln its Proposal, the CONSULTANT represented that it was qualified to perform those services requested in the RFP.' Based upon its reView of all Proposals submitted in |.""pon"* to the RFP, the clTY awarded the Agreement to cONSULTANT' c, on February 8,2017, CITY and CONSULTANT entered into consulting services -' Ãgr.u*entlCZOtT-015) (the "Agreement"), whereby CONSULTANT agreed to provide water luality mbnitorin_g
-services.in order to implement requirements of
the Machado Late Nutrient Íotal Maximum Load and the Machado Lake pesticides anaìàtychlorinated biphenyls (PCBS) Total Maximum Load in an arnount not to exceed $768,250.
D. CITY is satisfied with the level of service provided by OONSULTANT' E. CITY wishes to extend the consulting services Agreement Terry for one year from through Februa ry 7, 2023 to continue water quality monitoring services of Machado Lake maintaining the current ternts and conditions of the Agreement' AGREEMENT:
1 Paragraph 2, of the Agreement, entitled "TERM" is amended to read in its entirety as follows:
..2. TERM
unless earlier terminated in accordance with Paragraph 4 below, this Agreement witl continue ín full force and effect from the Effectíve Date through FebruarY 7, 2A23."
f)
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00i4440 |
83 2
CITY OF TORRANCE,
a municipal corPoration
By:
Northgate Environmental Management, lnc
a California corPoration
By
Willis, Principal
ATTEST:
Pairier
City Clerk, MMC
tn all other respects, the Agreement between the CITY and CONSULTANT is ratified and reaffirmed as Jmended and remains in full force and effect' r
APPROVED AS TO FORM
PATRICK Q. SULLIVAN
City AttorneY
e K. Litvin
Deputy CitY AttorneY
Attachment A: Agreement C2O17-O15
00i4440 I
84 FIRST AMENDMENT TO CONSUL TING SERVICES AGREEMENT (C2017-015) This First Amendment to Consulting Services Agreement C2017-015 is made and entered into as of February 8, 2022, by and between the CITY OF TORRANCE ("CITY"), a municipal corporation, and NORTHGATE ENVIRONMENTAL MANAGEMENT, INC. a California corporation ("CONSULTANT").
RECITALS:
A. The CITY previously circulated a Request for Proposal ("RFP") for Machado Lake Watershed TMDL Monitoring Services for Five (5) Years, RFP No. B2016- 68 (the "RFP").
B. CONSUL TANT submitted a Proposal in response to the RFP. In its Proposal, the CONSUL TANT represented that it was qualified to perform those services requested in the RFP. Based upon its review
of
all Proposals submitted in
response to the RFP, the CITY awarded the Agreement to CONSUL TANT.
C. On February 8, 2017, CITY and CONSULTANT entered into Consulting Services Agreement (C2017-015) (the "Agreement"), whereby CONSUL TANT agreed to provide water quality monitoring services in order to implement requirements of the Machado Lake Nutrient Total Maximum Load and the Machado Lake Pesticides and polychlorinated biphenyls (PCBS) Total Maximum Load in an amount not to exceed $768,250.
D. CITY is satisfied with the level of service provided by CONSULTANT.
E. CITY wishes to extend the Consulting Services Agreement Term for one year from through February 7, 2023 to continue water quality monitoring services of Machado Lake maintaining the current terms and conditions of the Agreement.
AGREEMENT:
1. Paragraph 2, of the Agreement, entitled "TERM" is amended to read
in
its
entirety as follows:
00344401
"2. TERM
Unless earlier terminated in accordance with Paragraph 4 below, this Agreement will continue in full force and effect from the Effective Date through February 7, 2023."
-,..,
0 �
u,
ATTACHMENT
5 85
2 ln all other respects, the Agreement between the CITY and CONSULTANT is ratified and reaffirmed as amended and remains in full force and effect.
By:
CITY OF TORRANCE,
a municipal corporation
ayor
APPROVED AS TO FORM
PATRICK Q. SULLIVAN
City Attorney
By
nne-Marie K. Litvin
Deputy City Attorney
Attachment A. Agreement C2O17-O15
Northgate Environmental Management, lnc.
a California corporation
By:
rnck Willis, Principal
ATTEST
Poirier
City Clerk, MMC
P
00i4440 r
86 CONSU LTING SERV¡CES AGREEÍVIENT
This coNSULTING SERVICES AGREEMENT ("Agreement") is made and entered into as of February B, 2017 (the "Effective Date"), by and between the CITY OF TORRANCE, a municipàl corporation ("C¡TY"), and Northgate Environmental Management, lnc., ä California corporation ("CONSULTANT").
RECITALS:
A. ClTy wishes to retain the services of an experienced and qualified CONSULTANT to provide water quality monitoring services.in order to implement requirements of the Machado Lake Nuirient Total Maximum Load and the Machado Lake Pesticides and polychlorinated biphenyls (PCBs) Total Maximum Daily Load' B. ln order to obtain the desired services, CITY has circulated its Request for Proposal for Machado Lake Watershed TMDL Monitoring Services for Five (5) Years, RFP No. 82016-68. (the "RFP").
C. CONSULTANT has submitted a Proposal (the "Proposal") in response to the RFp. ln its proposal CONSULTANT represents that it is qualifled to perform those services reduested in the RFP. Based upon its review of all proposals submitted in r:esponse to the RFP, CITY is witling to award this Agreement to CONSULTANT.
AGREEMENT:
1 SULTANT will provide the seruices and ínstall those materials isted ln CONSULTANT's ProPosal submitted in response to the RFP. A copy of the RFP is attached as Exhibit A. A copy of the Proposal is attached as Exhibit B CONSULTANT warrants that all work and services set forth in the ProPos al will
2. be per{ormed in a competent, professional and satisfactory manner' TERM
Unt*rr earlier terminated in accordance with Paragraph 4 below, this Agreement will continue in full force and effect from the Effective Date through February 7, 2422.
3. COMPENSATION
A. CONSULTANT's Fee.
For services rendered pursuant to this Agreement, CONSULTANT will be paid in.accordance with the Compensation Schedule set forth in the Þroposal; provided, however, that in no event will the total amount of money paid CONSULTANT, for services initially contemplated by this \)
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ctt
1[o0112037.doc]
ORIGINAL
87 B
Agreement, exceed the sum of $768,250 ("Agreement Sum"), unless otherwise first approved ¡n wr¡ting by CITY-
Schedule of Payment.
Provided that CONSULTANT is not in default under the terms of this Agreement, upon presentation of an invoice, CONSULTANT will be paid thà fees described in Paragraph 3.4. above, according to the Compensation Schedule. Payment will be due within 30 days after the date of the invoice.
T.ERMINATION OF AGREFMENT
A. Termination by CITY for Convenience.
1, CITY may, at any time, term¡nate the Agreement for clTY's convenience and without cause.
2, Upon receipt of written notice from CITY of such termination for CITY's convenience, CONSULTANT will:
a, cease operations as directed by CITY in the notice;
b. take actions necessary, or that CITY may direct, for the protection and preservation of the work; and
c. except for work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders.
ln case of termination for CITY's convenience, CONSULTANT will be entitled to receive payment for work executed, together with costs incurred by reason of the termination, along with reasonable overhead and profit on work not executed.
B. Termination for Cause
lf either party fails to perform any term, covenant or óondition in this Agreement and that failure continues for 15 cafendar days after the nondefaulting party g¡ves the defaulting party written notice of the failure to perform, this Agreement may be terminated for cause; prov¡ded, however, that if during the notice period the defaulting party has promptly commenced and continues diligent efforts to remedy the default, the defaulting party wilf have such additional time as is reasonably necessary to remedy the default. ln the event this Agreement is terminated for cause by the default of CONSULTANT, CITY may, at the expense of CONSULTANT
and its surety, complete this Agreement or cause it to be completed. Any check or bond delivered to the CITY in connection 2 4.
3 1
2 [001 1 2037.docl
88 with this Agreement, and the money payable thereon, will be forfeited toand remain the property of the CITY. All moneys due CONSULTANT under the terms of this Agreement will be retained by clTY, but the retention will not release coNSULTANT and its súrety from liability for the default. Under these circunistances, however, CONSULTANT and its surety will be credited with the amount of money retained, toward any amount by which the cost of completion exceeds the Agreement Sum and any amount
authorized for extra services.
Termination for cause will not affect or terminate any of the rights of clw as against coNSULTANT or ¡ts surety then existing, or that may theieafter accrue because of the default; this provision is in addition to all other rights and remedies available to the CITY under law.
Termination for Breach of Law.
ln the event coNSULTANT or any of its officers, directors, shareholders, employees, agents, subsidiaries or affiliates is convicted (i) of a criminal offensô as an incident to obtaining or attempting to obtain a public or pr¡Vate contract or subcOntract, or in the performance of a contract or subcontract; (ii) under state or federal statutes of embezzlement, theft, forgery, bribe.ry, falsification or destruction of records, receiving stolen property, or any other offense indicating a lack of business integrity or business honesty that currently, seriously, and directly affects responsíbility as a public consultant or coNSULTANT; (iii) under state or federat antitrust statutes arising out of the submission of bids or proposals; or (iv) of violation of Paragraph 19 of this Agreement; or for änf other cause'CITY determines to be so ser¡ous and compelling as to affêct CONSULTANT's responsibility as a public consultant or CONSULTANT, including but not limited to, debarment by another governmental agency, then CITY reserves the unilateral right to terminate ihir Agr"ument ôr to impose such other sanctions (which may include financial sanctions, temporary suspensions or any other condition deemed appropr¡ate short of termination) as it deems proper. CITY will not take action until CONSULTANT has been given notice and an opportunity to present evidence in mitigation.
FORCE MAJEURE.
@erformitsobligationsbecauseofstrikes,lockouts,labor
Oispútäs, embargoes, acts of God, inability to obtain labor or materials or reasonable subst¡tutes for labor or materials, governmental restrictions, governmental regulations, governmental control, judicial orders, enemy or ñostile governmental action, civil commotion, fire or other casualty, or other ""r"."-b"yond
the reasonable control of the pady obligated to perform, then 3 c
5. 3[00'f 12037.doc]
89 6
that party's performance will be excused for a period equal to the period of that cause for failure to perform.
RETENTION OF FUNDS
õOTSUITANT authorizes CITY to deduct from any amount payable to CONSULTANT (whether or not arisin$ out of this Agreement) any amounts the payment of which may be in dispute or that are necessary to compensate CITY forany losses, costs, liabilities, or damages suffered by CITY, and all amounts for which CITY may be liable to third parties, by reason of CONSULTANT's acts or omissions in performing or failing to perform CONSULTANT's obligations under this Agreement. ln the event that any claim is made by a third party, the amount or validity of which is disputed by CONSULTANT, 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 amouni 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 CONSULTANT to insure, indemnify, and protect CITY as elsewhere provided in this Agreement.
CITY REPRESENTATIVE
Robert Beste is designated as the "City Representative," authorized to act in íts 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 CITY under this Agreement, those actions will be taken by the City Representative, unless othen¡r¡ise stated. The City Manager has the right to designate another City Representative at any time, by providing notice to CONSULTANT.
I CONSUL TANT REPRESENT AT¡VEISI
7 The following principal(s) of cONSULTANT are designated as principal(s) and representative(s) of coNSULTANT authorized behalf with respect to the work specified in this Agreement and decisions in connection with this Agreement:
Derrick Willis
o INDEPENDENT CONTRACTOR
CONSULTANT ls, and at all times will remain as to CITY, a contractor. Neither CITY nor any of its agents will have con being the
to act ín its
make all
wholly independent
trol over the conduct
of CONSULTANT or any of CONSULTANT's employees, except as otherwise set forth in this Agreement. CONSULTANT's agents and employees are not and shall not be considered employees of CITY for any purpose. CONSULTANT 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. CITY has no duty, obligation, or responsibility to CONSULTANT's agents or employees under the AffoiUable Care Act. CONSULTANT is solefy responsible for any tax penalties associated with the failure to offer affordable coverage to its agents and employees under the Affordable Care Act and any other liabilities, claims and 4[001 12037.doc]
90 obligations regarding compliance with the Affordable Care Act with respect to CONSULTANT's agents and employees. CITY is not responsible and shall not be held liable for CONSULTANT's failure to comply with CONSULTANT's duties, obtigations, and responsibilities under the Affordable Care Act. CONSULTANT agrees to defend, indemnify and hold CITY harmless for any and all taxes and penalties that may be assessed against CITY as a result of CONSULTANT's obligations under the Affordable Care Act relating to CONSULTANT's agents and employees.
ro. BUÊINESS LICENSE
CO¡{SULTANT must obtain a City business license prior to the start of work under this Agreement, unless CONSULTANT is qualified for an exemption.
11. D
CONSU ANT warra nts that it has all professional, contracting and other 12 permits and licenses required to undertake the work contemplated by this Agreement.
FAMILIARITY WITH WORK
By éiecuting this Agreement, CONSULTANT warrants that CONSULTANT (a) has thoroughly investigated and considered the scope of services to be performed, (b) has carefully considered how the services should be performed, and (c) fully understands the facitities, difficulties and restrictions attending performance of the services required under this Agreement. lf the services involve work upon any site, CONSULTANT warrants that CONSULTANT has or will investigate the site and is or will be fulty acquainted with the conditions there existing, prior to commencement of the services set forth in this Agreement.
Should CONSULTANT discover any latent or unknown condítions that will materially affect the performance of the services set forth in this Agreement, CONSULTANT must immediately inform CITY of that fact and may not proceed except at CONSULTANT's risk until written instructions are received from CITY. 13 CARE OF WORK
CONSULTANT must adopt reasonable methods during the term of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and other components to prevent losses or damages, and will be responsible for alf damages to persons or property, until acceptance of the work by CITY, except those fosses or damages as may be caused by CITY's own negligence'
14. T
Records of CONSULTANT's time pertaining to the project, and records of accounts between Clry and CONSULTANT, wifl be kept on a generally recognized accounting basis. CONSULTANT will also maintain all other records, including without limitation, specifications, drawings, progress reports and the like, relatíng to the work and services identified in Exhibit A. All records 6[001 12037.doc]
91 15.
16 17. ¡NSURANCE
A CONSULTANT and íts subCONSULTANTs must maintain at their solei expense the following insurance, which will be full coverage, not subject to self insurance Provisions:
1. Automobile Liability, including owned, non-owned and hired vehicles, with at least the following limits of liability:
a. Primary Bodily lnjury with limíts of at least $500,000 per person, $1,000,000 per occurrence; and
witl be available to CITY during normal working hours. CONSULTANT will maintain these records for three years after final payment. ilYpEMN¡FICATION
CONSULTANT will indemnify, defend, and hold harmless CITY, the Successor Agency to the Former Redevelopment Agency of the City of Torrance, the City Cóuncil, each member thereof, present and future, members of boards and commissions, their officers, agents, employees and volunteers (collectively "City Affiliates") from and aga[nst any and all liability, expenses, including defense costs and legal fees, and claims for damages whatsoever, including, but not limited to, those arising from breach of contract, bodily injury, death, personal injury, property damage, loss of use, or property loss however the same may be caused and regardless of the responsibility for negligence. The obligation to indemnify, defend and hold harmless includes, but is not limited to, any liability or expense, including defense costs and legal fees, arising from the negligent acts or omissions, or willful misconduct of CONSULTANT, its officers, employees, agents, subcoNSULTANTs or vendors. coNSULTANT's obligations to indemnify, defend and hold harmless will apply even in the event of cóncurrent negligence on the part of City Affiliates, except for liability resulting solely frorn the negligence or willful misconduct of City Affiliates. Payment by CITY is not a condition precedent to enforcement of this indemnity. ln the event of any dispute between CONSULTANT and CITY, as to whether liability arises from the sole negligence of City Affiliates, CONSULTANT will be obligated to pay for the defense of City Affiliates until such time as a finaljudgment has been eniered adjudicating City Affiliates as solely negligent. CONSULTANT will not be entitled in the event of such a determination to any reimbursement of defense costs including but not limited to attorney's fees, expert fees and costs of litigation.
NON-LIABILITY OF ClrY OFFICERS AND EMPLOYEES
Nr off¡¿t òr employee of CITY will be personally liable to CONSULTANT, in the event of any default or breach by the CITY or for any amount that may become due to CONSULTANT.
Primary Property Damage of at least $250,000 per
occurrence; or
o[001 1 2037.doc]
b.
92 c. Combined single limits of $1,000,000 per occurrence General Liability including coverage for premises, products and completed operations, independent CONSULTANTs/vendors,
personal injury and contractual obfigations with combined single limits of coverage of at least $1,000,000 per occurrence. 3 Workers' Compensation with limits as required by the State of California and Employerls Liability with limits of at least $1,000,000.
The insurance provided by CONSULTANT will be primary and non- contributory.
CITY, the Successor Agency to the Former Redevelopment Agency of the City of Torrance, the City Council and each member thereof, members of boards and commissions, every officer, agent, official, employee and volunteer must be named as additional insureds under the automobile and general liability policies.
CONSULTANT must provide certificates of insurance and/or endorsements indicating appropriate coverage, to the City Clerk of the City of Torrance before the commencement of work.
Each insurance policy required by this Paragraph must contain a provision that no termination, cancellation or change of coverage can be made wíthout thirty days notice to CITY.
SUFFICIENCY OF INSURERS
lnsurance required by this Agreement will be satisfactory only if issued by companies admitted to do business in California, rated "B+" or better in the most recent edition of Best's Key Rating Guide, and only if they are of a financial category Class Vll or better, unless these requirements are waived by the Risk Manager of CITY ("Risk Manager") due to unique circumstances. ln the event the Risk Manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to CITY, the CONSULTANT agrees that the minimum limits of any insurance policies or performance bonds required by this Agreement may be changed accordingfy upon receipt of written notice from the Risk Manager; provided that CONSULTANT will have the right to appeal a determination of increased coverage by the Risk Manager to the City Council of CITY within 10 days of receipt of notice from the Risk Manager.
CONFLICT OF INTEREST
A. No officer or employee of the CITY may have any financial interest, direct or indirect, in this Agreement, nor may any officer or employee participate 2 B,
C.
D
E.
18 19
7[001 12037.doc]
93 20.
B.
in any decision relating to the Agreement that effects 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 regulat¡on.
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, investigatíon, auditing, or in any other advisory capacity in any way pertaining to any program requ¡rement, contract or subcontract, or to any solicitation or proposal.
NOTICE
A. All notices, requests, demands, or other communications under this Agreement will be in writing. Notice will be sufficiently given for all purposes as follows:
Personal delivery. When personally delivered to the recipient, notice is effective on delivery.
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 an United States Postal Service office or mailbox.
Certified mail. When mailed certified mail, return rêceipt requested, notice is effective on receipt, if delivery is confirmed by a return receipt.
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.
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-b'usiness day.
6. Addresses for purpose of giving notice are as follows:
1 2
3 4
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94 B.
C.
CONTRACTOR: North gate Environmental Management
lnc.
24411Ridge Route Drive, Suite '130
Laguna Hifls, CA 92653
Fax: 949- 716-0055
CITY: City Clerk
City of Torrance
3031 Torrance Boulevard
Torrance, CA 90509-2974
Fax: (310) 618-2931
Any correctly addressed notice that is refused, uncla¡med, 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.
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.
21. 22-
23 24.
PRO HIBITIO N AGAINST ASSIGN MENT AN D SU BCONT.R/AGTING 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 CONSULTANT without the prior written consent of the other.
INTEG RAiloN: Altll ENDI¡IENT
fllis Àgréement représents the entire understandíng of CITY and CONSULTANT as to those matters contained in it. No prior oral or written understanding wÍll 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.
INTERPRETATION
The terms of this Agreement should be construed in accordance with the meaning of the language used and should not be construed for or against either party by reason of the authorship of this Agreement or by any other rule of construct¡on that might otherwise appfy.
SEVERABILITY
itany 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.
25. TIME OF ESSENCE
Time is of the essence in the performance of this Agreement. [00112037.doc] I
95 26 GOVERNING I.AW: JURISDICTION
Th¡" Agr""ment w¡tt Oe administered and interpreted under the laws of the State of Caliiornia. Jurisdiction of any litigation arising from the Agreement will be in Los Angeles County, California.
27 PLIA
CONSULTANT wifl be knowledgeab e of and will with all applicable federal, state, county and city statutes, rules, regulations, ordinances and orders.
28. WAIVER OF BREACH
ffijntheexerciseofanyrightorremedybyanondefaulting
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 first party's consent or approval witl not be deemed to waive or render unnecessary ine ottrur party's consent to or approval of any subsequent act. Any waiver by either pariy of any default must be in writing and will nqt be a waiver of any other default concerning the same or any other provision of this Agreement.
29. Except as provided in Paragraph 15, 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 obligations under this Agreement, the prev
reasonable attorney's fees, together with any
dispute and to enforce any judgment.
or seeks a declaration of any rights
ailing party will be awarded
costs and expenses, to resolve the
30. EXHIBITS
A¡ exñiU¡ts identified in this Agreement are incorporated into the Agreement by this reference.
31 GoNSULTANT'S AUTH9,RITY TO EXECUTE
fnè p"r,sons executing this Agreement on behalf of CONSULTANT warrant that (¡) CONSULTANT is duly organized and existing; (i¡) they are duly authorized to execute this Agreement on behalf of coNSULTANT; (íii) by so executing this Agreement, CONSULTANT is formally bound to the provisions of this [00] 12037.doc1 10
96 Agreement; and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which CONSULTANT is bound- i
:
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It
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CITY OF TORRANCE,
a munt
ATTEST:
R Poirier, MMC
City Clerk
APPROVED AS TO FORM:
JOHN L. FELLOWS III
City Atto
By:
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Attachments
Northgate Environmental Management, lnc.
A California Corporation
Derrick Willis,
Principle
t
',
1 Revised: 711512014
Request for Proposals
Proposal
Exhibit A
Exhibit B
[001 1 2037.docl 11
97 ATTACHMENT 6
98 99
100
101
102
103
104
105
106
107
108
SECOND AMENDMENT TO CONSULTING SERVICES AGREEMENT (C2017.015} This Second Amendment to Consulting Services Agreement C2017-015 (the "Second Amendment") is effective as of February 8,2023, by and between the CITY OF TORRANCE ("ClTY"), a municipal corporation, and NORTHGATE ENVIRONMENTAL MANAGEMENT, lNC. a California corporation ("CONSULTANT').
REGITALS:
A. The CITY previously circulated a Request for Proposal ("RFP") for Machado Lake Watershed TMDL Monitoring Services for Five (5) Years, RFP No. 82016- 68 (the "RFP").
B. CONSULTANT submitted a Proposal in response to the RFP. ln its Proposal, the CONSULTANT represented that it was qualified to pedorm those services requested in the RFP. Based upon its review of all Proposals submitted in response to the RFP, the CITY awarded the Agreement to CONSULTANT.
C. On February 8,2017, CITY and CONSULTANT entered into Consulting Services Agreement (C2017-015) (the "Agreement"), whereby CONSULTANT agreed to provide water quality monitoring services in order to implement requirements of ine Machado Lake Nutrient Total Maximum Load and the Machado Lake Pesticides and polychlorinated biphenyls (PCBS) Total Maximum Load in an amount not to exceed $768,250. A true and correct copy of the Agreement is attached herein at Exhibit A.
D. On February 8,2022, City Council approved a First Amendment to Consulting Services Agreement (C2017-015) (the "First Amendment"), extending the term through February 7,2023. A true and correct copy of the First Amendment is attached herein at Exhibit B.
E. CITY is satisfied with the level of service provided by CONSULTANT F. CITY now wishes to extend the term of the Agreement by one (1) year, through February 7,2024, to continue water quality monitoring services of Machado Lake maintaining the current terms and conditions of the Agreement.
AGREEMENT:
Paragraph 2, of the Agreement, entitled 'TERM" is amended to read in its entirety as follows:
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1 00387284
109
2 ,.2. TERM
Unless earlier terminated in accordance with Paragraph 4 below, this Agreement will continue in full force and effect from the Effective Date through February 7, 2024."
ln all other respects, the Agreement between the CITY and CONSULTANT is ratified and reaffirmed as amended and remains in full force and effect.
By:
CITY OF TORRANCE,
a municipal corporation
tl*
Ge e K. Chen, Mayor
APPROVED AS TO FORM
PATRICK Q. SULLIVAN
City Attorney
Northgate Environmental Management, lnc.
a California corporation
Willis, Principal
ATTEST
By:
By
Bean Poirier
Legal Counselor City Clerk, MMC
Attachments: Exhibit A - Consulting Services Agreement (C2017-015) Exhibit B - First Amendment to Consulting Services Agreement (C2017' 01 5)
00387284
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Exhibit A
00387284
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CONSU KTING SERV¡CES AGREEÍVIENT
This coNsuLTING SERVICES AGREEMENT ('Agreemenf') is made and entered into as of February 8,2017 (the "Effectiveïaie"¡t¡V "1{
betweeri the CITY OF
roRßANc e, " *, iicip;i ;" tp; ;atr"n Cðinfl' ¡.1{.T:Íhsate Envi ronrnental
Management, lnc., ä ialifornia *'por"tion ("CONSULTANT')' A. clw wishes.to r€tain the services of an experienced and qualified CONÛULTANT to provide water qualiry mo.ry"¡'1,ä äË;,t. otqî to impiement requirements of the Machado Lake Nutrient Totalñlaximum Lo?rd and the Machado Lake Pestícides äüo'liãçJi,iJÃ;ü ãpn"nvru (PCBs) rotal Maximum Dallv Load' B.lnordertoobtainthedesiredservices,CITYlrascirculateditsRequestforProposal for Machado Lake watershed Tilòïüonitoring servlces for Five (5) Years, RFP RECITALS:
No. 82016-68. (the "RFP')'
1 a
3 COMPENSATTON
A CONSULTANT's Fee.
t
C
AGREEMENT:
LTANT will the services and install those materials listed in CONSULTANT's Proposal submitted in resPonse to the RFP A copY of the RFP is attached as Extrib¡t A. A coþY of the ProPosal is attached as Exhibit B.
CONSULTANT warrants that allwork and services set forth in the ProPosal will be performed in a competent, Professional and satisfactory manner 2A22
coNsuLTANT has submitted a proposal (the "P¡oq9¡.al') in response to the RFp. tn its proposãrïõñåùLTANT'repreÀents that it is qualified to perform those services ,uqî*Jt"à-¡n1ñ"'nrP. Ë¡seu upon its review of all proposals submitted in ruupoi!ã-io tft" nfP, C¡TY is willing to award this Agreement to CONSULTANT.
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2 ffi earrier terminated in accordance wíth paragraph 4 below, this Agreement will continue ¡n full ioi"u "na
effect trom ttre Ëffective Date through February 7'
ForservicesrenderedpursuanttothisAgreement,coNsULTANTwillbe paid in.accordance witr tne compensafiõn schedule set forth in the proposal; providej, Ài*àuu., tnat in.no event will the total amount of money paid coNsLlÍÀÑf, ior seryices initially contemplated by this 1 OHIGINAL[001 I 2037'doc]
112
B
Agreement, exceed the sum of $768,250 ("Agreement sum"), Unless otiren¡rise first approved in writing by CITY'
Schedule of Payment.
Provided that GONSULTANT is not in def;ault under the terms of this Agreement, upon presentation of an invoice, CONSULTANT will be paid thä fees desci¡Oed in Paragraph 3.4. above, accord¡ng to the ðã*p"n.áüon $chedule. Þayment will be due within 30 days after the date of the invoice.
TERMINATION .OF AGR.EEMENT
Ã. Termination by CITY for Convenience.
1. CITY may, at any time, term¡nate the Agreement for clTY's convenience and without causs'
2, Upon receipt of written notice from CITY of such termination for CITY's convenionce, CONSULTANT will:
a.ceaseoperationsasdirectedbyC|TYinthenotice;
b. take action$ n€c€ssqry, or that CIay may direet, for the protection and preservation of the work; and
c. äxcept for work direc-ted to be performed prior to the effective date of termination stated in the notice, terminate ail exlstlng subcontracts and purchase orders and enter into no further subcontracts and purchase orders'
g. ln case of termination for CITYs convenience, CONSULTANT will be entitled to receive payment for work executed, together with costs incurred by reason of the termination, along with reasonable . overheâd and profit on work not executed'
B. Termination for Cause
4. 1 lf either party fails to perform any term, covenant or condition in this Agreement and that failure continues for 15 calendar days after the nondefaulting party gives the defaulting party written notice of the failure to perform, this Agreement may be terminated for cause; provided, however, that if during the notice period the defaulilng party has promptly commenced and continues diligent efforts to-rèmeãy the default, the defaulting party wilf have such addltional time as is reasonably necessary to remedy the default' ln the event this {greement is terminated for cause by the default of CONSULTANT,-CITY may, at the expense of OoNSULTANT
and its surety, complete this Agreement or cause it to be ,completed. Any check or bond def ivered to the ÇlIY in connection 2 2
lo0112037.dcrcl
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c
5 with this Agreement, and the money p,ayablqjlr.ereon' will be forfeited t. ;; ñ;in the property òt ihe,ClTY- All moneys due CONSULTANT under the terms ofifris Agreeme,nt will be retained ù"v ðrrr, ¡rriìh;;;i;"tig",1,t'i1not rete,asð eorusulrn¡tr and its ;úr;it rri* ùåuirW rot iç default. under these circuristances' üúi¿r; coÑïrilfÀ¡rT and its suretv wîll þs credited with the arnguntofmorreyretained.tow.ðrdanvamou'ntbyrruhichtlresostof csmpletion "xÿt
the Agreement Surn and any amount
authorized for extta services'
3. Termination for cause will nol affect or terminate any of the rights of olTy u* "gäin"iõoÑsr,l.lrnNT
orits surety then existittg, or
that rnây neäne¡ accft¡e because of the default; this pr:ovision is ln addition to all othsr rlghts- a'lå ïém*¿ies available to the CITY under law.
Termination for Breach of Law'
ln the event coNsuLTANT or any of its officers, directors' shareholders' employees, "grnts,
subsidiaries ór affiliates is convicteg (i) of a.criminal offense as an ¡nc¡Jänt to obtaining or attempting to obtain a public or private contract oi"uU"ãntract, oiin the performance of a contract or subcontract: (ii) ,nããi state or federal ståtutes of embezzlement, theft, forgery, bribery, f"f.in"àt¡on or destruction of records, receiving stolen property, or any
"ii.;; ãrun"" indicating a lack of business integrity or business honesty ìr,ät "urr"ntly,
seriously, and directly affects
responsibitity as "'öüüù" "onsiitant
or CbNSULTANT; (iii) under state or
federat antitrust,ä;ü; arlsing out of the submjssion of bids or proposats; or (iv) or u¡otution ol P"ragGph 19 of this Agreement; or for any other cause CtfV determines to be so serious and compelling as to àffect coNsuLTAÑT's responsibility'as a public oonsultant or CONSULTANT, intiuu¡ng but not limited to, debarment by another government.r ug"n"y, ìttän crrV reserves the unilateral right to terminate this Agreem*nt oitãii11p"t* such other sanctions (which may include financialsanctions,temporarysuspensionsoranyothercondition deemed "ppropri"i,
fnå* of iermination) as it deems proper. clTY will
not take action ""tìicóÑsuLTANT
has been given notice and an
opportunity to present evidence in mitigation'
lf 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 materiafs, govemmental restrictions, governmental regulations, governmental control, iudi cial orders, enemy 0r hostile governmental action, civil commotion, f,re or other casualtY, or other causes beYond the control of the PartY obligate
[001 12037.d0c]
reasonable
3 d to perform, then
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6. 7,
8. 9.
,EîrEÎ,,l.TtçN OF FU NDS,
ffis cffy to deductfrom any amount payable to
CONSULTANT (whether or not arisinþ out of this Agreement) any amounts the payment of whicil t"V U" in dispute or tfrat are necessary to compensate CITY ioi"ny losses, costs, liabllities,br damages suffered by CITY, and all amounts for whlch CITY may be liable to third parties, byIï19l.of CONSULTANT's acts or omission" in peioiming orfailing io perform CONSULTANÏ's obligations under this Agreement. ln-ttre eveni thai any claim is made by a third party, the amount or vãliOity of which is disputed by CONSULTANT, or any indebtedness exists that appears to be the basis for a claim of lien, CtTy may withhold from any paymeni àue, without liability for intergsj becaused the withholding, an umouni sufficient to cover the dåim. The failure of clTY to exercise the right to deduct or to withhold will not, however. affect the obligations of CONSULTANT to insure, indemnify, and p¡oiect CITY as elsewhere provided in this Agreement' CITY REPRE8ENTATIVE
Robert Beste ¡r ¿ffi0 as the "city Representative," authorized to act in its behalf with respect tã the work and soryices specified in this Agreement and to make all decisions in connection with this Agreement. Whenever approval' directions, or other actions are required by clTY under this Agreement, those actions will be taken by the City Representative, unless othenruise stated. The òity trrt"nuger has ttre i¡ght to d-esighate another city Representative at any time, by providing notice to CON$ULTANT.
cgNsuLTAf.lT,REPRES EÎ'{rATlYHlÐ . ._[fnruf are designated as being the principal(sl ãn¿ r*pi"ràÁtrtive(s) of_CoNSULTANT authorized to act in its b¿fr;fi wiih respe"i to th* vùork spec¡fiëd in this Agreernent and make alf decisions in connection with this Agreement:
that party's performance witl be excused for a period oqual to the period of that cause for failure to perform.
Derrick Willis
INDFPENDENT CONTRAGTOR r__,!.,:-r^-^_s will remain as to CITY' a wholly independent contractor. Neither ClTy nor any of its agents will have control over the conduct of CONSULTANT or any of COÑSULTANT's employees, except as othenrvise set forth in this Agreemánt. CONSULTANT's agents and employees are not and shall not be considered employees of CITY for any purpose. CONSULTANT may not, at any time or in any manner, represent thatit or any of its agents or *rptoy"ut utt in uny t"nnur agents or employees of CITY' CITY has no duty' obligation, or r*rpon*ibility to Có¡¡SULTANT's agents or employees under the Affordable Care Act. COÑSUlfnNT is sofefy responsible for any tax penaltÌes assoöiated with the failure to offer affordable coverage to its agents and employees under the Affordable Care Act and any other liabilitíes, claims and [û01 12037.doc| 4
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obligations regardirrg compliance with the Affordable Care Act with respect to coNSULTANïs agËnt* "n¿ employees. clry is not responsible and.shall not be held liable tor cbrusuLTANT's failure to comply with CONSULTANT's duties' obtigations, and responu¡Utt¡t¡"t under the Affordable Care Act' CONSULTANT ;õ;;;to defend, ihã.*;it ànd hold ctry harmless for any and all taxes and penatt¡es that may båìrlãlt"d against Çlw as a result of CONSULTANT's bUl¡gations undeithe Affordable Care Act retating to CONSULTANT'' agents and employees.
BUSINFSS, LlcEttsE
CCINSULTANT mrñbtain a Gity business license prior to the start of work Under this Agreetnunt, unless CONSUIInNT is qualified for an exemption' prHEß I.'lcFNsEs AÑD,PEry:qliq
coNSuLTArur wäñãñiffit it ¡,a" all professional, contracting and other permits and licens;t Äri*d to underiake the work conternplated by this
10. 11.
12. {3.
14. Agreement.
FAftllLüARlw wTH WOBK .. +^ ^,_ -.___^_,^ t
¡ , CONSULTANT wanants that CoNSULTANT (a)
has thoroughly invåtþated and considered the scope of services to be performed, (b) hasãtåtufry considered how the services should be performed' ãnJ t"l tutt'y'unUerstands the facitities, dif{iculties and restrictions attending pu6d*"nåe of tne sárv¡ces required undor this Agreement' lf the services invotve work upon-;t ;ìa;. COi'tSUlfnNT warrants that CONSULTANT has or will investigate the .¡tä
"nU
is or will bo fully acquainted with the conditions there existing, prior to ****n""ment of the servicos set forth in this Agreernent' should coNsuLTANT discover any latent or unknown condÍtions that will rnaterially affect the perfàrm"n"" of the services set forth in this Agreement' CoNsULTAf..¡r musi¡mmediately inform CITY of that fact and may not proceed ¿*¿*þt at CCINSUlrÀrur's rist< unt¡twritten instructions are received{rom clrY'
CARE OF WORK
coNSuLTANT must adopt reasonable methods during the term of the Agreement to furnish "oni¡nuou"
protection to the work, and the equipment'
materials, pup*ru, ãácurnents, plåns, studies and other components to prevent losses or damrgrs, and wíll be responsible for all damages to persons or prop"*y, until accåþãná or the work by Cl¡y, except those losses or damages äs may'be caused by CITY's own negligence'
Records of CO NSULTANT's time pertaining to the project, and records of accounts between CITY and CONSULTANT, wifl be kept on a generallY recognized accounting basis. CONSULTANT will also maintain all other records, including without limitation, specifícations, drawings, Progress rePorts and the like, relatíng to the work and services
[001 12037.docJ 5
identified in Exhibit A. All records
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15. 16.
witlbeavailabletoC|TYduringnormalworkinghours.CONSULTANTwill maintain these records for three years after final payment'
INDEIVINIFICATION
CONSULTANT wlä-¡ndemnify, defend, and hold harmle.ss CITY' the Successor Agency to the Former Redeúelop*.ni Agelry of the city of Torrance, the oity Counclt, each member thereof, present ãnd fùture, members of boards and commissions, their officers, agents, employees and volunteers (collectively "City Affitiates") rro* "nJågã1.*t fîy gnO atitidOitity' expenses, including defense costs and legal fq|g, ;.ä claíms for damages wh€tsoever, including' but not limîted to, those
"ri*ing
fttm nreach of coñtract, bodily injury, death' personal inJury, proper{ a"m"íu, ùss of use, or prope4y loss however the same may be caused and regardlejs of the responsi6itltytoi negligence' The obllgation to indemnify, defend ãnà noU harmiess includes, bui is not limited to' any tiability or expense, ¡ncluding defense costs and legal fees,¿rising from the negligent acts or omissions, ;*lllfui mlsconduct of CONSULTANT, its offiçers, employees, "g"ntr, ""nðóÑsULTANTs
or vendors' CoNSULTANT's
obligations to ¡nd;;;ffy, Oefend and hold harmless will apply even in the event of conourrent negligenc€ on the part of city Affililte^q, except for liability resulting sotely frorn the
"üi¡g;;
ó.*¡tirrt misconduct of city Affiliates' Payment by
ClTy is not "
con6"¡t¡än precedent to enforcement of this indemnity' ln the event of any dispute u*t*àãn'colvsUtrRNT and clTY, as to whether liability arises from the rot" nugìigã^å" tt c1y Affiliates, çoNSULTANT will be obligated to pay for the defensããf C¡tV nffiiiates until such time as a {inaljudgment has been enteredadjudicatingcityAmriatesassolelynegligent.coNsULTANTwillnot be entitled in the event of such a determinátion to any reimbursement of defense costs including out not limited to attorney's fees, expert fees and costs of litigation.
Nó off¡cei öi êmployee
event of anY default or
due to CONSULTANT-
of Clfi will be personallY liable to GONSULTANT, in the breach bY the CITY or for any amou nt that maY become
17. INSURAN,CE ^^rr^,.' ?^r'-r^ *,,-r mainrai^ ¡f I
A.CoI{SULTANTanditssubCoNSULTANTsmustmaintainattheirsole **p*n-"" the foltowing ¡nr;run"., which witl be full coverage, not subiect to self insurance Provisions:
l.AutomobileLiability,includingowned,non-ownedandhired
vãfi¡"1*t, with at leäst the following limits of liability:
a" Primary Bodily lnjury with timits of at least $500'000 per p"tton, $1,oob,o-00 per occunence; and
b. Primary Property Damage of at least $250'000 per
occurrence; or
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18. 19.
c. combined single limits of $1,000,000 per occurrence.
2. General Liability inclUding coverage for premises, products and completed opeotion", i ndepe ndent co N su LTANTs/vendprs, personal ¡niúry and contractual obligations with combined single l¡m¡ts of coverage of at least $1,000,000 per occurrence. 3, Workers' compensation with limits as required by the state of california and Employerls Liabil¡ty with limits of at least $1,000,000.
B, The insurance provided by CONSULTANT will be primary and non- contributory.
C. CITY, the Successor Agency to the Former Redevelopment Agenoy of the City of Torrance, the Çlty Cáuncil and each member thereof, members of boards and commissioni, every officer, agent, official, employee and volunteer must be named as addit¡onal insureds under the automobile and general liabilitY Policies.
D. CoNSULTANT rnust provide certificates of insurance and/or endorsements indicadng appropriate coverage, to the City Clerk of the City of Torrance before the commencement of work'
E. Each insurance policy required by this Paragraph must contaln a provision that no t"t*in"tion, cancellation or change of coverage can be made without thirty days notice to CITY'
suFFlclENcY oF INSUBERS . .,. !. ! ,.. r 1..
ernent will be satisfactory only if içsued blt
companies admitted ío Oo bJsiness in California, rated "B+" or better in the most recent edition of Best's Key Rating Guide, and only if they are of a financial category Class Vll or better, unless these requ¡rements are waived by the Risk ft¡anãger of CITY ("Risk Manager") due to unique circumstances. ln the event the Risk Managerietermines [tr"t tft" work or services to be performed under this Agreerneni creates an increased'or decreased risk of loss to CITY, the CONSULTANT agrees that the minimum limits of any insurance policies or performance bonãs required by this Agreement may be changed accordingly lpon ¡.""uipt of written notice from the Risk Manager; provided that iOt'lSULfnNT will have the right to appeal a determination of increased coverage by the R¡sk Manag"t to the City Council of CITY within 10 days of receipt of notice from the Risk Manager.
coNFLlÇT OF INTERE$T
A. No officer oîñp-ry*e of the CITY may have any financial interest,. direct or indirect, in this Agreement, nor may any officer or employee participate [001 l2037.dooJ 7
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20 in any decision relating to the Agreement !r,.".teffects the officer or employee's financial iÀterest or Ih" financial interest of any corporation' partnership or association in which the officer or employee is, directly or indirectly intårested, in violation of any law, rule or regulation' B.Nopersonmayoffer.give,oragreetogiveanyofficeroremployeeor former offcer år emptõyee, nof may any office.r or employeo solicit, demand,
"räpt,
or "gi*"
to accept from anqther. person, a gratuity or an
offer of
"*pio'*"nt
iñ conäection with any decision, approval,
disapproval, råcommendation, preparation o.r any part of a pr_ogram ¡-*qu¡iu*"ni ot
"
purchase request, influencing the content of any
specification ôr pio"urement standard, rendering of advice, investigation, auditing, o|" itt"ny other advisory capacity in any way pertaining-to any pfogram
'.qui**.nt,
contract or subcontract, or to any solicitation or
proposal.
NOnqE
A. All notices, requests, demands, or other communications under this Agreement w¡ri ¡e in writing. Notice will be sufficiently glven for all purposes as follows:
1. Personal delivery. when personally delivered to the recipient' notice is effective on delivery'
2. First Class mail. When mailed first class to the last address of the ,."ipiãntmown to the party giving notipe¡ notice is effective three m"¡f ,Oãiiwfi U"y" attei Oeþosit in an United States Postal Service offico or mailbox.
3. certified mail. when mailed certified mail, return rêceipt requested, notice is effective on receipt, if d,elivery is confirmed by a return receipt.
4. overnight delivery. when delivered by an overnight delivery serv¡ce,chargesprepaidorohargedtothesender'saccount'
notice is effeõt¡ve on delivery, if delivery is confirmed by the delivery service.
S.Facsimiletransmission.Whensentbyfaxtothelastfaxnumberof therecipientknowntothepartyg¡Yirynotice,noticeiseffectiveon r"r"ipt.-Àn' noti"" given by lax will be deemed received on the n"X [u"in"!c ¿uV ¡flt ¡s received after 5:00 p'm' (recipient's time) or on a non-b'usiness daY'
6. Addresses for purpose of giving notice are as follows:
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CONTRAGTOR:
CITY:
Northgate EnvironrnentaI Management
lnc.
24411Ridge Route Drive, Suite 130
Laguna Hills, CA 92653
Fax: 949- 716{055
City Clerk
City of Tonance
3031 Tonance Boulevard
Tonânce, CA 90509-2970
Fax: (31O) 618-2s31
B.
this Agreement and all exhibits are on the heiÎs, successors, andng c
Any correctly addressed notice that is refused, unclaimed, or undeliverabre becauso of an act or omiss¡on of the party to be notified, ùtt ¡" deemed effective as of the flrst date the notice was refused, unclaimed or deemed undeliverable by the postal authorities' messenger or overnight delivery service.
Either party may change its address or fax number by givlng the other party not¡cä of ihe cha-nge in any manner permitted by this Agreement' rlME oF ESSEN.CE
Time is of the tr"fi"" in the performance of this Agreement' lN TEGRATI oN I . AltilEil D$Çt'11
ThisAgreement,*öffient¡reunderstandingofclTYandCoNSULTANT as to those matters contained in it, No prior oral or written understanding will be àf
"ny
force or effect with respect to the terms of this Agreement. The Agreement rÉy nutn" modifild or altered except in writing signed by both parties.
INTËRPRETATION
ïhe terms of this Alreement should be construed in accordance with the rneaning of the l"nõuãã* used and should not be construed for or against either üny dr.uron of ine äutnorship of this Agreement or by any other rule of lonétruction that might otherwise apply'
assigns of the parties. The Agreement maY not be assigned or subcontracted by either CllY oT CONSULTANT without the Prior written consent of the other lf any part of this Agreementisfoundtobeinconflictwithappficablefaws,thai part wíll be inoPerative, null and void insofar as it ís ín conflict with any applicable laws, but the remainde r of the Agreemeni will remain in full force effect.
21. 22
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26. 27
28. 29.
GQVËRf.l ING l,åW: J u RlSQtgllON,
and ¡nterpreted under the laws of the State
of California. ¡ur¡sàiction of any litigation arising from the Agreement wilt be in Los Angeles CountY, California.
NSULTANT will be of
federal, state, county and city statutes, rules,
orders
with all applicable
, ordinances and
WAIVER OF BREAqH
ffitheexerciseofanyrightorremedybyanondefaulting
párry on rny default will impair the right or remedy or be construed as a waiver.
R párty'u consent or approùal of any act by the otherparty requiring the first p"rty't consent o¡.
"pptàvul
will not be deemed to walve or render unnecessary
inr åtf,ut party's consent to or approval of any subsequent act' Any waiver by either party of any default must 6ä in writing and will not be a waiver of any other defauli concerning the same or any other provision of this Agreement' ATTORNEY',S FEE8,
ffirinParagraph15,inanydispute,litigation,arbitration,or.in"i procåeding by whích onJparty eithor seeks to enforce its rights under this ngreement (wtrettrer in contract, tori or both) or seeks a declaration of any rights oioüiéut¡ons under this Agreement, the prevailing party wilt be awarded reasonable attorney's feesl together with any costs and expenses, to resolve the dispute and to enforce any judgment.
30. EXHIBIîq
Afl exhibits identified in this Agreeme nt are incorporated into the Agreement by this reference.
31. col-¡Eul.TANT'S AUTHSRITY T,O p(EcuTF .-
Theperson,**'",@behalfofCoNSULTANTwarrantthat
fi) Cþn¡SULTANT is d"uty orgãnized and existing; (ii) they are duly authorized to àiecute this Agreementtn tehalf of CONSULTANT; {iii) by so executing this Agreement, CõNSULTANT is formally bound to the provisions of this [Ool 12o37.doct 10
121
Agreement; and (iv) the entering into this Agreeme¡t does not violate any piovision oi uny òtÉrr Agreemeñt to which CONSULTANT is bound.
CITY OF TORRANCË.
a mun
ATTEST:
Northgate Environmental Management, lnc'
A Californla Corþoration
Willis,
Principle
t
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)
¡
,
i
¡
r.
q-dR
Poirler, MMC
City Clerk
APPROVED AS TO FORM:
JOHN L. FELLOWS III
City
By:
IÞ
Attachments:
Revised: 7t1512014
Request for ProPosals
Proposal
Exhibit A
Exhibit B
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122
Exhibit B
00387284
123
FIRST AMENDMENT îO CONSULTING SERvlcEs AGREEMENT (C2017-015) This First Amendment to consulting services Agreement c2017-015 is made and entered into as of Februa ry 8,2O22, ny an!¡eÚ::lthe CITY OF TORRANCE ¡ðffi ; ; municipat corporation, tnd'NoRTHGATE ENVIRONMENTAL MANAGEMENT, it¡C. u balifornia corporation ("CONSULTANT")' RECITALS:
A. The clry previously circulated a Request for Proposal ("RFP") for Machado Lake Watershed TMDL Monitoring óervices for Five (5) Years, RFP No' 82016- 6B (the "RFP").
AGREEMENT:
B. CONSULTANT submitted a Proposal in respon:9 to the RFP' ln its Proposal' the CONSULTAÑï;;presented'ir'"t ¡t was qualified to perform those services requested in the RFP.' Based upon its review of all Proposals submitted in response to the RFP, the clTY awarded the Agreement to CONSULTANT' C. on February 8,2017, CITY and CONSULTANT entered into Consultir"rg Services Agreement tCåõiZ-Of S¡ 6fre "ngt"u*untu), whereby CONSULTANT agreed to provide water quality monitoringi;;""; in order to implement requirements of the Machado ï;k" Nutrient Í"ãa Maximum Load and the Machado Lake pesticides un¿ pofy"hlorinated Uip¡un't" (PCBS) Total Maximum Load in an arnount not to exceed $768'250'
D. CITY is satisfied with the level of service provided by CONSULTANT' E. CITY wishes to extend the consulting services Agreement 19tT for one year fromthroughFebruaryT,2O23tocon"tinuewaterqualitymonitoringservicesof Màchado Lãke maintaining the current ternrs and eonditions of the Agreement' C)
f\)
(3
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I
o
(.rl
1 paragraph 2, of the Agreement, entitled 'TERM" is amended to read in its entirety as follows:
,.2. TERM
unless earlier terminated in accordance with Paragraph 4 below' this Agreement will continue in full force and effect from the Effective Date thiough FebruarY 7, 2A23'"
00i4440 I
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2 CITY OF TORRANCE,
a municipal corPoration
By:
ayor
APPROVÊD AS TO FORM
PATRICK O. SULLIVAN
City AttorneY
By:
e K. Litvin
Deputy CitY AttorneY
Attachrnent A: Agreement C2017-015
ln all other respects, the Agreement between the clTY and cONSULTANT is ratified and reaffirme¿ as Jmended and remains in full force and effect' Northgate Environmental Management, lnc'
a California corPoration
By
Willis, PrinciPal
ATTEST:
City Clerk, MMC
00i4440 I
125
126
sEcoND AMENDMENT TO CONSULTTNG SERVTCES AGREEMENT (C2017-0{5} This Second Amendment to Consulting Services Agreement C2017-015 (the "Second Amendment") is effective as of February 8,2023, by and between the CITY OF TORRANCE ("C|TY"), a municipal corporation, and NORTHGATE ENVIRONMENTAL MANAGEMENT, lNC. a California corporation ("CONSULTANT').
RECITALS:
A. The C¡TY previously circulated a Request for Proposal ("RFP") for Machado Lake Watershed TMDL Monitoring Services for Five (5) Years, RFP No. 82016- 68 (the "RFP").
B. CONSULTANT submitted a Proposal in response to the RFP. ln its Proposal, the CONSULTANT represented that it was qualified to peform those services requested in the RFP. Based upon its review of all Proposals submitted in response to the RFP, the CITY awarded the Agreement to CONSULTANT.
C. On February 8,2017, CITY and CONSULTANT entered into Consulting Services Agreement (C2017-015) (the "Agreement"), whereby CONSULTANT agreed to provide water quality monitoring services in order to implement requirements of the Machado Lake Nutrient Total Maximum Load and the Machado Lake Pesticides and polychlorinated biphenyls (PCBS) Total Maximum Load in an amount not to exceed $768,250. A true and correct copy of the Agreement is attached herein at Exhibit A.
D. On February 8,2022, City Council approved a First Amendment to Consulting Services Agreement (C2017-015) (the "First Amendment"), extending the term thr:ough Febr:uary 7,2023. A true and co¡:rect copy of the First Amendment is attached herein at Exhibit B.
E. CITY is satisfied with the level of service provided by CONSULTANT F. Clry now wishes to extend the term of the Agreement by one (1) year, through February 7,2024, to continue water quality monitoring services of Machado Lake maintaining the current terms and conditions of the Agreement.
AGREEMENT:
Paragraph 2, of the Agreement, entitled "TERM' is amended to read in its entírety as follows:
1 00387284.doc
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2 ..2. TERM
Unless earlier terminated in accordance with Paragraph 4 below, this Agreement will continue in full force and effect from the Effective Date through February 7, 2024."
ln all other respects, the Agreement between the CITY and CONSULTANT ís ratified and reaffirmed as amended and remains in full force and effect.
CITY OF TORRANCE,
a municipal corporation
Northgate Environmental Management, lnc.
a California corporation
By By:
George K. Chen, Mayor
APPROVED AS TO FORM
PATRICK Q. SULLIVAN
City Attorney
By:
Galen W. Bean
Legal Counselor
rrick Willis, Principal
ATTEST
Rebecca Poirier
City Clerk, MMC
Attachments: Exhibit A - Consulting Services Agreement (C2017-015) Exhibit B - First Amendment to Consulting Services Agreement(C2017- 01 5)
00387284.doc
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Exhibit A
00387284.doc
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This CONSULTING SERVICES AGREEMENT ("Agreement") is made and entered into as of February 8, 2017 (the "Effective Date"), by and betweerithe CITY OF TORRANCE, a municipal corporation ("C|TY'), and Northgate Environrnental Management, tnc., a Callfornia corporation ("CONSULTANT')' RECITALS:
9oMPENSAfloN
A. CONSULîANT's Fee.
A. CIJ{ wishes to retain the services of an experienced and qualified CONSULTANT to provide water quality monitoring sCIrvices in order to implement requirements of the Machado Lake Nutrient Total Maxímum Load and the Machado Lake Pesticides and polychlorinated biphenyls (PCBs) Total Maximum Dally Load' B. ln order to obtain the desired services, CITY has circulated its Request for Proposal for Machado Lake Watershed TMDL Monitoring Services for Five (5) Years, RFP No, 82016-68. (the "RFP").
C. CONSULTANT has submitted a P¡:oposal (the'Proposal") in response to the RFP. ln its Proposal CONSULTANT represents that it is qualified to perform those services reQuested in the RFP. Based upon its review of all proposals submitted in response to the RFP, CITY ls willing to award this Agreement to CONSULTANT.
AGREEMENT:
SERV'SES TO BE PERFORIi{FD BY CONSULTAIIT
COñSUlfnNT will provide the services and install those materials listed in CONSULTANT's Proposa! submitted in response to the RFP. A copy of the RFP ls attached as Ëxhibit A. A copy of the Proposal is attached as Exhibit B.
CONSULTANT warrants that atl work and services set forth in the Proposalwill be performed in a competent, professional and satisfactory manner.
TERM.
Unless earlier terminated in accordance with Paragraph 4 below, this Agreement will continue in fult force and effect from the Effective Date through February 7, 2422.
CONSULTING SERVICES AGREEMENT
For services rendered pursuant to thls Agreement, CONSULTANT will be paid in accordance with the Compensation Schedule set forth in the Proposal; provided, however, that in no event will the total amount of money paid ÇQNSULTANT, for services initially contemplated by this (:>
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2. 3.
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4. Agreement, exceed the sum of $768,250 ("Agreement sum'), Unless othenryise first approved in writing by CITY'
B. Schedule of PaYment.
provided that CONSULTANT is not in default under the terms of this Agreement, upon presentation of an invoice' CONSULTANT will be paid thã fees desci¡bed in Paragraph 3.A. above, according to the Compensation Schedule. Þayment will be due within 30 days after the date of the invoice.
TERMINATION OF AGREEMENT
A. Termination by CITY for Convenience.
1. clTY may, at any time, terminate the Agreement for ClTY,s convenience and without causo'
2. Upon receipt of written notice from CITY of such termination for CiTY's convenience, CONSULTANT will:
a'ceaseoperationsasdirectedbyC|TYinthenotice;
b. take actions neoessarV, or that CITY may direct, for the protection and preservation of the work; and
c. äxcept for work directed to be performed prior to the effeotive date of termination stated in the notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracb and purchase orders'
3. ln case of termination for CITY's convenience, CONSULTANT will be entitled to receive payment for work executed, together with costs incr¡rred by reason of the termination, along with reasonable overhead and profit on work not executed'
B. Termination for Cause.
1. ff either party fails to perform any term, covenant or condition in this Agreement and that failure continues for 15 calendar days after tñe nondefaulting party gives the defaulting party written notice of the failure toperform, this Agroement may be terminated for cause; provided, however, that if during the notice period the defaulting þarty has promptly commenced and continues díligent efforts toJemeây the default, the defaulting party will have such additional time ás is reasonably necessary to remedy the default. ln the event this Agreement is terminated for causo by the default of CONSULTANT, CITY may, at the oxpense of CoNSULTANT
and íts surety, complete this Agreement or cause it to be completed. Ãny check or bond delivered to the CITY in connection 2 2
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with this Agreement, and the money payable thereon, will be forfelted to and remain the property of the clTY. All moneys due CONSULTANT under the terms of thls Agreement will be retained by clTY, but the retention will not release CoNSULTANT and its súrety from liability for the default. Under these clrcunistances, however, CoNSULTANT and its surety wilt be credited with the amgunt of money retained, toward any amount by which the cost of completion exceeds the Agreement Sum and any amount
authorized for extra services.
Termination for cause will not affect or terminate any of the rights of clTY as againot ooNSULTANT or its surety then existing, or that may thereafter accrue because of the default; this provision is in additlbn to all other rights and remedies available to the CITY under law.
C. Termination for Breach of Law.
ln the event CONSULTANT or any of its officers, directors, shareholders, employees, agents, subsldiaries or affiliates is convicted (l) of a criminal offénse as an-incident to obtaining or attempting to obtain a public or pr¡vate contract or subcontract, or in the performance of a contract or iubcontract; (ii) under state or federal etatutes of embezzlement, theft, forgery, b¡beþ, fatsification or destruction of records, receiving stolen proper.ty, or any other offense indicatlng a lack of business integrity or busineis honesty that currently, seriously, and directly affects responsibilig as a public consultant or CONSULTANT; (iii) under state or fedbral antitiust statutes arislng out of the submission of bids or proposals; or (iv) of violation of Paragraph 19 of this Agreement; or for äny pttre,f caUçe CITY determines to be so serious and,goqRelling as to affäct CONSULTANT's responsibilig as a public consultant or coNsuLTANT, including but not limited to, debarment by another governmental agency, then CITY reserves the unilateral right to terminate this Agreement ór to impose such othor sanctions (which may include financial sanctions, temporary suspensions or any other condition deemed appropriate short of termination) as it deems proper. CITY will not take action until oONSULTANT has been given notice and an opportunity to present evidence in mitigation.
FORCE MAJEURE
@erforrnitsobligationsbecauseofstrikes,lockouts,labor
Oispútäs, émbargoes, acts of God, lnability to obtain labor or materials or reasonable substitutes for labor or materials, governmental restrictions, governrnental regUlations, governmental control, judioial ordors, enemy or ñostile governmental action, civil commotion, fire or other casualty, or other "ausesl"yond
the reasonable control of the party obligated to perform, then J
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7. 6.
I
9. that party's performance will be excused for a period equal to the period of that cause for failure to Perform.
RETçNT|OI-\I OF FUNDS
ffi CffY to deduct from any amount payable to
coNsuLTANT (whether or not arising out of thie Agreement) any amounts the payment of whiclr may be in dispute or tfrat are neoessary to compensate CITY ioi"ny losses, costs,-liabilities, or damages suffered by CITY, and all amounts for which CITY may be liable to thlrd parties, by I9199l.of CONSULTANT's acts or omissions in performing or failing to perform coNsuLTANT',s obligations under this Agreement. tn ttre evenlthat any clairn i1ry9" by a third party, the amount or vãliaity of which is disputed by CONSULTAIT, or any indebtedness exists that appears to be the basis for a claim of lien, clTY may withhold from any paymeni du", without liability for interest because of the withholding, an "niorni
sufficient to cover the dåim. The failure of CITY to exercise the right to deduct or to withhold will not, however, affect the obligations of CONSULTANT to insure, indemnig, and protect CITY as elsewhere provided ln this Agreement.
CITY REPRESENTATIVE
ffiasthe..CityRepresentative,'authorizedtoactinits
behalf with respect tõ tne work and services specified in this Agreement and to make all decisions in connectlon with this Agreement. Whenever approval, directions, or other actions are required by CITY under this Agreement, lhqse actions w¡il Ue taken by the City Representative, unless otherwise stated. The ôity ¡¡"n"ger has the right to designate another City Representative at any time, by providing notice to CONSULTANT.
following principa l(s) of CONSULTANT are designated as being the princip al(s) and r:epresentative(s) of CONSULTANT authorized to act in ils behalf with resPect to the work specified in this Agreement and make all decisions in connection with this Agreement:
Derrick Willis
INDEPENDENT CONTRACTOR
s will remaln as to CITY, a wholly independent
contractor. Neither CITY nor any of its agents will have control over the conduct of CONSULTANT or any of COÑSULTANT's employees, except as otherwise set forth in this Agreemént. çONSULTANT's agents and ernployees are not and shall not be consldered empfoyees of CIW for any purpose. CONSULTANT may not, at any time or in any manner, represent thatit^or any of its agents.or "*ptoy"ut u* it any manner agents or employees of CITY' CITY has no du$, obligaiion, o¡. ¡urponiibility to CÓ¡¡SULTANT's agents or employees under the Affoidable Care Act. COÑSULTANT is solely responsible for any tax penalties associated with the failure to offer affordable coverage to its agents and employees under the Affordable Care Act and any other líabilities, claims and (001 1 2037.docl 4
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obligations regarding compliance with the Affordable Care Act with respect to CONSULTANT's agents and employees. CITY is not responsible and shall not be held liable fc¡r CONSULTANT's failure to comply with CONSULTANT's duties, obligations, and responsibilities under the Affordable Care Act. CONSULTANT agrees to defend, indemnify and hold CITY harmless for any and all taxes and penalties that may be assessed against CITY as a result of CONSULTANT's obllgatlons under the Affordable Care Act relatlng to CONSULTANT's agents and employee$.
10. Bus[lEs.glrcENSE
CONSULTANT must obtain a City buslness license prior to the start of work under this Agreement, unless CONSULTANT is qualified for an exemption.
11. OTI-|ER LTCENSES ANp PERMTTE
CONSULTANT warrants that it has all professional, contracting and other permits and licensed required to undertake the work contemplated by this Agreement.
12 FAMTLIARITY WTH WORK
By executing this Agreement, CONSULTANT warrante that CONSULTANT (a) has thoroughly investigated and considered the scope of services to be porformed, (b) has carefully considered how the services should be performed, and (c) fully understands the facilities, difficulties and restrictions attending performance of the services required undor this Agreernent. lf the services involve work upon any slte, CONSULTANT warrants that CONSULTANT has or will investigate the site and ís orwill be fully acquainted with the conditions there existing, prior to commencement of the services set forth ln this Agreement.
Should CONSULTANT discover any latent or unknown conditions that will materially affect the performance of the services set forth in this Agreement, CONSULTANT must immediately inform CITY of that fact and may not proceed except at CONSULTANT's risk untllwritten instructions are receíved from CITY. ,l3. CARE OF WORK
CONSULTANT must adopt reasonable methods during tho term of the Agreement to furnish continuous protection to the work, and the equípment, materials, paper$, documents, plans, studies and other components to prevent losses or damages, and will be responsible for all damages to persons or property, until acceptance of the work by CITY, except those losses or darnages as may be caused by CITY's own negligence.
14. CONSULTANTjS AccOUNTINc REÇOFD$: OTHER PROJEÇT REGORDS Records of CONSULTANT's tirne pertaining to the project, and records of accounts between CITY and CONSULTANT, will be kept on a generally recognized accounting basis. CONSULTANT will also maintain all other records, including without limitation, specifications, drawings, progress reports and the like, relating to the work and services identified in Exhibit A. All records 5[00] l2037.doc]
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15. 16.
17. INDEMNIFICATION
ffilndemnify,defend,andholdharmlessClTY,theSuccessor
Agency to the Former Redevelopment Agency of the City of Torrance, the City Cõuncil, each member thereof, present and future, mernbers of boards and commissions, thelr offlcers, agents, employees and volunteers (collectively "City Affiliates") from and aga[nst any and all liability, expenses' including defense costs and legal fees, ãnd claims for damages whatsoever, including' but not limited to, thóse arising from breach of contract, bodily injury, death, personal injury, property damagã, loss of use, or property loss however the same may be .árr"d and regardleJs of the responsiblllty for negligence. The obligation to indemnify, defãnd and hold harmless includes, but is not limited to, any liability o, expuntu, including defense costs and legal fees, ?fling fromthe negligent acts är omissions, oiwillfut misconduct of CONSULTANT, lts offlcers, employees, agents, subcoNSULTANTs or vendors. ÇONSULTANT'g obligaiions tolndemnify, defend and hold harmless will apply even inthe event of cõncurrent negligence on the part of City Affiliates, except for liability rosulting solely from the negligence or wlllful misconduct of City Affiliates. Payment by CI1y ls not a cond¡t¡ón precedent to enforcement of this indemnity. ln the event of any dispute between CONSULTANT and CITY, as to whether liabítity arises from ihe sble negligence of City Afüliates, CONSULTANT will be obllgated to pay for the defensã of City Affiúates until such time as a final judgment has been eniered adjudicating City Affiliates as solely negligent. CONSULTANT will not be enti¡ed in the evlnt of such a determination to any reimbursement of defense oosts including but not limited to attorney's fees, expert fees and costs of litigation.
will be available to CITY during normal working hours. CONSULTANT will maintain these records for three years after final payment. o cl
ror emþioyee öf CITY trnil-be þeisonally fiáble to CONSULTANT, in the event of any default or breach by the CITY or for any amount that may become due to CONSULTANÏ.
INSURANCE
A.JOreULTANT and its subCONSULTANTs must maintain at their sole expense the following insurance, which will be full coverage, not subject to self insurance Provisions:
Automobile Liability, including owned, non-owned and hired vehicles, with at least the following limits of liability:
a. Primary Bodily lnjury with limits of at least $500,000 per person, $1,000,000 per occurrence; and
b. Primary Property Damage of at least $250,000 per
occurrence; or
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18. 19.
C¡ Combined single limits of $1,000,000 per occurrence. 2, General Liability including coverage for premises, products and completed opeiations, independent CONSU LTANTs/vendors, personal injúry and contractual obligationa with combined single iimits of coverage of at least $1,000,000 per occurrence.
3. workers' compensation with limits as required by the state of california and Employels Liability with limits of at least $1'000'000.
B. The insurance provided by CONSULTANT will be primary and non- contributory.
C. ClTy, the Successor Agenoy to the Former Redevelopnrent AgencrT of the City of Torrance, the City Council and each member thereof, members of boårds and commissions, every offlcer, agent, official, employee and volunteer must be narned as additional insureds under the automobile and general liabilitY Policies.
D. coNsuLTANT must provide certificates of insurance and/or endorsemenûs indlcating appropriate coverage, to the Clty Clerk of the City of Torrance before the commoncement of work'
E. Each insurance policy requlred by this Paragraph must contaln a provlsion that no termination, cancellation or change of coverage can be made without thirty days notice to CITY.
ç r,Æ n! p.lÆl$,çx 9" r, l Il!,9 Ir FFn,9
ffiãgiêementwill be satiËfactory only if issued by
companies admitted io do business in California, rated "B+" or better in the most ¡."r"nt edition of Best's Key Rating Guide, and only if they are of a financial .
category Class Vll or better, unless these requirements are waived by the Risk nÍanãgér of CI¡y ('Risk Manage/') due to unique circumstances. ln the event tfre Risk Manager determines ihat the work or services to be porformed under this Agreemeni creates an increased or decreased risk of loss to CITY, the CONSULTANT agrees that the minímum limits of any insurance policies or performance bonãs required by this Agreemgnt may be changed accordingly upon receipt of written notice from the Risk Manager; provided that CO¡VSUIfÂNT will have the right to appeal a determinatíon of increased coverage by the Risk Manageito the City Council of CITY within 10 days of receipt of notice from the Risk Manager.
CONFLICT OF INTEREST , I'
A. No officer or ernptoyee of the CITY may have any financial interest, direct or indirect, in this Agreement, nor may any officer or employee participate [00112037.doc1 7
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in any decision relating to the Agreement that effects the officer or emplåyee's financial interest or the financial interest of any corporation, partnership or association in which the officer or ernployee is, directly or indirectly interested, in violation of any law, rule or regulat¡on.
B. 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, âccept, or agree to accept from another. person, a gratu¡ty or an offer of employnìent in connection with any dec¡sion, approval, disapproval, recommendation, preparation or any part of a program requiiement or a purchase request, influencing the content of any spåcification or piocurement standard, rendering of advice, investigation, auditing, or in any other advlsory capac¡ty in any way pertaining.to any program requirement, contract or subcontract, or to any solicitation or proposal.
NOTIGE
n. ¡tl notices, requests, demands, or other communlcations under this Agreement wili be in writing, Notice will be sufüclently given for all purposes as follovvs:
1. Personal delivery. when personally delivered to the recipient, notice is effective on delivery.
Z, First Class mail. When mailed first class to the last address of the recipient known to the party giving not¡ce, notice is effective three maii del¡very days after deposit ln an United States Postal Service ofüce or mailbox.
20. 3
4. Certified mail, When rnailed certified mail, return rÞceipt requested, nöt¡Ce is effective on recoipt, if delivery is confirmed by a return receipt.
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 conf¡rmed by the delivery service.
Facsimile lransmiasion. When sent by fax to the last fax number of tho recipiont known to the party giving notice, notice is effective on receipt. Any notice given by fax will be deemed received on the next ùusiness day if it is received after 5:00 p.m, (recipient's time) or on a non-b'uslness day.
6. Addresses for purpose of giving notice are a$ follows:
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CONTRACTOR
GITY:
Northgate Environmental Management
lnc.
24411Ridge Route Drive, Suite 130
Laguna Hills, CA 92653
Fax: 949- 716-0055
Clty Clerk
City of Tonance
3031 Torrance Boulevard
Tonance, C 90509-2970
Fax (310) 618-2931
c.
B.
This Agreernent and all exhlbits are inding on helrs, successors, and assigns of the parties. The ,{greement may not be assigned or subcontracted bY either CITY or CONSULTANT without the prior written oonsent of the other This Agreement rePrésents the entire understanding of CITY and CONSULTANT as to those matters contained in it. No prlor oral or written understanding will be Any conectly addressed notice that is refused, unclaimed, or unåeliverable 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.
Either party may change its address or fax number by giving the other party noticã otitre change in any manner permitted by thís Agreement' of any force or effect with respect to lhe terms of this Agreement. The Agieörnent may not be modifièd oi âltefed eÍceþt in wiitin$ signed by both parties.
INTERPRETATION
ffireementshouldbeconstruedinaccordancewiththe
meaning of the language used and should not be construed for or against either party bi reason of [ne ãuthorship of this Agreement or by any other rule of construction that might otherwise apply.
SEVERABILITY
ìG¡¡/ d,tffi Agreement is found to be in conflict with applicable laws, that part witt be inoperaiive, null and void insofar as it ís in conflict with any äppllcable lawè, but the remainder of the Agreement w¡ll remain in full force and effect.
IIME oF ESSENCE
¡¡m" is of the esáence in the pedormance of this Agreement,
21. 22.
23. 24.
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31. GoVEßNING I-A,wr JUBtgFlFllohf
and interpreted under the laws of the State
of California. ¡u¡sàici¡on of any lltigation arising from the Agreement will be in Los Angeles CountY, California.
ANT will be k of and will with all applicable
federal, state, county and city statutes, rules, regulatloRs, ordinances and orders.
WAIVER OF BREACH
ffitheexerciseofanyrightorremedybyanondefaulting
p"rry-*
"ny
oetauit will impair the right or remedy or be construed as a waiver' A party,s consent or àfptoù"lof anyãct by the other.party requÌring the first pu*y'r ionsent ot "pj-uulwitl
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 Le in writing ãnd will not.be a waiver of any other default concerning the same or any other provision of this Agreernent' ATTOANEY|S FEEq
ã@rî'rinParagraph15'inanydispute,-litiga!ion'arbitration,or ;iÀ* d;"åeding UV *fri"l'r onJp"*¡, e¡iher seeks io enforce its rights under this Agreement (whether in contract, tort or both) or seeks a declaration of any rights tiàLirgãti"ns un¿er this Agreement, the prevailing party will be awarded reasonable attornãy's teesl together with any cos{s and expenses' to resolve the diepute and to enforce any Judgment'
30. EXHIFITS
All exhibits identified in this Agreement are incorporated into the Agreement by this reference.
pefso ns executing this Agreement on behalf of CONSULTANT waruant that (i) coNsu LTANT is duly organized and existing; (ii) they are dulY authorized to execute this Agreement on behalf of CONSULTANT; (iii) by so executing this Agreement, CONS ULTANT is formallY bound to the Provigions of this [o01 12037,doc1 10
139
Agreement; and (iv) the entering into this Agreernent-do9s not violate any priui.ion ni
"ny
àtÉ"r Agreement to which CçNSULTANT is bound'
CITY OF TORRANCE.
amu
ATTEST
Northgate Environmental Management, lnc'
A Californla CorPoration
Willis,
Principle
mlr
êf' c
City Clenk
APPROVED AS TO FORM:
JOHN L. FELLOWS III
City
By: L
Attachments:
Revise-d: 7 152Q14
Request for ProPosals
Proposal
Exhibit A
Exhibit B
Io01 12037,doc1 11
140
Exhibit B
00387284.doc
141
FIRST AMENDMENT TO CONSULTING SËRVICES AGREEMENT (C2017-015} This First Amendment to consulting services Agreement c2017-015 is made and entered into as of Februa ry B,2O2l, by and between the clTY oF TORRANCE iört"tl, à municipat corpáration, and-NoRTHGA'rE ENVIRoNMENTAL il¡nf'.¡néfMENT, it tC. u balifornia corporation ("CONSULTANT")' RECITALS:
A. The clTY previously circulated a Request for Proposal ("RFP") forJilachado Lake watersheo ïvror- Monitoring services for Five (5) Years, RFP No' 82016- 68 (the "RFP").
B. CONSULTANT submitted a Proposal in response to the RFP. ln its Proposal, the CONSULTANT represented that it was qualified to perform those services requested in the RFP.' Based upon its reView of all Proposals submitted in |.""pon"* to the RFP, the clTY awarded the Agreement to cONSULTANT' c, on February 8,2017, CITY and CONSULTANT entered into consulting services -' Ãgr.u*entlCZOtT-015) (the "Agreement"), whereby CONSULTANT agreed to provide water luality mbnitorin_g
-services.in order to implement requirements of
the Machado Late Nutrient Íotal Maximum Load and the Machado Lake pesticides anaìàtychlorinated biphenyls (PCBS) Total Maximum Load in an arnount not to exceed $768,250.
D. CITY is satisfied with the level of service provided by OONSULTANT' E. CITY wishes to extend the consulting services Agreement Terry for one year from through Februa ry 7, 2023 to continue water quality monitoring services of Machado Lake maintaining the current ternts and conditions of the Agreement' AGREEMENT:
1 Paragraph 2, of the Agreement, entitled "TERM" is amended to read in its entirety as follows:
..2. TERM
unless earlier terminated in accordance with Paragraph 4 below, this Agreement witl continue ín full force and effect from the Effectíve Date through FebruarY 7, 2A23."
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00i4440 |
142
2 CITY OF TORRANCE,
a municipal corPoration
By:
Northgate Environmental Management, lnc
a California corPoration
By
Willis, Principal
ATTEST:
Pairier
City Clerk, MMC
tn all other respects, the Agreement between the CITY and CONSULTANT is ratified and reaffirmed as Jmended and remains in full force and effect' r
APPROVED AS TO FORM
PATRICK Q. SULLIVAN
City AttorneY
e K. Litvin
Deputy CitY AttorneY
Attachment A: Agreement C2O17-O15
00i4440 I
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