Goleta City Council
October 4, 2022

Agenda Item C.4

CONSENT CALENDAR
Meeting Date: October 4, 2022

TO: Mayor and Councilmembers

FROM: Matthew R. Fore, General Services Director

SUBJECT: Agreement Amendments with Project Partners, Inc. and Holmes St ructures for professional services related to Capital Improvements at th e Goleta Community Center

RECOMMENDATION:

A. Authorize the City Manager to execute Amendment No. 1 to Agreement No. 2022-044 with Project Partners, Inc. for project management, engineering support, and additional construction management services for the Goleta Comm unity Center Seismic and ADA improvements projects, increasing the contract authority by $89,500, for a total not-to-exceed amount of $134,400; and

B. Authorize the City Manager to execute Amendment No. 1 to Agreement No. 2022-070 with Holmes Structures for professional design services and additional project support for the Goleta Community Center Seismic and ADA improvements projects, increasing the contract authority by $53,500, for a total not-to-exceed amount of $83,500.

BACKGROUND:

On August 31, 2021, the City Council received a report on the s tatus of the Goleta Community Center facility and the approved Goleta Community Cen ter Improvements Capital Project to complete a seismic retrofit and related Amer icans with Disabilities Act access upgrades. The Council agenda report from August 31, 2022 provides extensive history and background information on the site and structures. 1 On May 24, 2022, the City Manager executed professional services agreement 2022-044 with Project Partners, Inc. (Project Partners) to provide engin e e r i n g a n d p r o j e c t management support services to the Seismic Improvement Project (CIP No. 9067) and Americans with Disabilities Act (ADA) Improvement Project (CIP No. 9121) at the Goleta Community Center.

On July 29, 2022, the City Manager executed professional services agreement 2022-070 with Holmes Structures to provide professional design services for the Seismic Improvements Project.

1 The August 31, 2021, Council Agenda Report is available at https://tinyurl.com/y4ahz9tn 1 Meeting Date: October 4, 2022

DISCUSSION:

The City is preparing to formall y solicit construction bids for the Seismic Improvements Project at the Goleta Community Center. Under Amendment No. 1 t o the Agreement, Project Partners will continue to provide project management support during bid solicitation, onboarding of the selected contractor, and throughout the construction phase.

Project Partners has proven invaluable to date and is in good standing with the City. The additional scope of work being requested aligns with an increas e of $89,500 to the agreement, for a total not-to-exceed amount of $134,400. Amendm ent No. 1 to Professional Services Agreement No. 2022-044 with Project Partners, Inc. is provided in Attachment 1. The original Professional Services Agreement No. 2022-044 with Project Partners, Inc. is provided in Attachment 2.

Under Amendment No. 1 to the Agreement, Holmes Structures will prepare bid and contract documents, additional engineering cost estimates, and w i l l a s s i s t t h e C i t y t o address issues that may arise during construction. The amendmen t adds additional budget of $53,500 to the agreement, for a total not-to-exceed a mount of $83,500.

Amendment No. 1 to Professional Services Agreement No. 2022-70 with Holmes Structures is provided in Attachment 3. The original Professional Services Agreement No. 2022-070 with Holmes Structures is provided in Attachment 4.

FISCAL IMPACTS:

Sufficient budget exists in CIP Projects 9067 – Seismic Improvements and 9121 – ADA Improvements to cover the cost of the amendments with Project P artners and Holmes Structures. Therefore, Staff is not requesting additional appro priations with this Council action.

ALTERNATIVES:

The City Council may elect to not authorize the proposed contra ct amendments and provide staff alternative direction. However, doing so may result in project delays and potential loss of grant funding.

Reviewed By: Legal Review By: Approved By:

___________________ ___________________ _________________ Kristine Schmidt Megan Garibaldi Robert Nisbet
Assistant City Manager City Attorney City Manager

2 Meeting Date: October 4, 2022

ATTACHMENTS:

1. Amendment No. 1 to Professional Services Agreement No. 2022-044 with Project Partners, Inc. for the Goleta Community Center Seismic and ADA Improvement Projects

2. Original Professional Services Agreement No. 2022-044 with Project Partners, Inc.

3. Amendment No. 1 to Agreement No. 2022-70 with Holmes Structures for the Goleta Community Center Seismic and ADA Improvement Projects

4. Original Professional Services Agreement No. 2022-070 with Holmes Structures 3 ATTACHMENT 1

Amendment No. 1 to Professional Services Agreement No. 2022-044 with Project Partners, Inc.

4 AMENDMENT NO. 1

TO A PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF GOLETA
AND
PROJECT PARTNERS, INC.

This Amendment No. 1 to the Professional Services Agreement by and between the City of Goleta , a municipal corporation ( “City”) and Project Partners, Inc. (“Consultant”) dated May 24, 2022 (“Agreement,” Agreement No. 2022-044) is made on this _____ day of ______, 2022.

SECTION A. RECITALS

1. This Agreement is for the engineering and project management support services for the Goleta Community Center Seismic and Americans with Disabilities Act (ADA) Improvements projects; and

2. The Agreement currently provides in Section 3 Subsection (a) for the total compensation amount not to exceed forty-four thousand nine hundred dollars ($44,900); and

3. The parties desire to amend t he Agreement so as to provide for additional compensation in the amount of eighty-nine thousand five hundred dollars ($89,500) for additional tasks; and

3. T he Agreement currently provides in Exhibit A entitled “Scope of Work” the complete and particular description of services; and

4. The parties desir e to amend Exhibit A by adding additional services as more completely and particularly set forth in the Scope of Work, attached as Exhibit "A-1"; and

5. The parties desire to amend the Agreement so as to add Secti on 32 – Federal Requirements and Appendix D – Federal Contract Provisions to address the use of federal funding related to the Seismic Improvement and Americans with Disabilities Act Improvement Projects at the Goleta Community Center; and

6. The City Council approved this Amendment No. 1, on this ____ _ day of ________, 2022.

SECTION B. AMENDED TERMS

Now therefore City and Consultant agree as follows that the Agreement be, an d hereby is, amended as follows:










 

 

 

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Amendment No. 1 to Agreement No. 2022-044

1. Subsection (a) of Section 3. COMPENSATION AND PAYMENT of the Agreement is amended to add an additional authorized amount of eighty-nine thousand and five hundred dollars ($89,500) and to read in its entirety:
(a) Maximum and Rate . The total compensation payable to CONSULTANT by CITY for the services under this AGREEMENT SHALL NOT EXCEED the sum of one hundred thirty-four thousand four hundred dollars ($134,400) (herein "not-to-exceed amount") and shall be earned as the work progresses.

Hourly at the hourly rates and with reimbursement to
CONSULTANT for those expenses set forth in
CONSULTANT's Schedule of Fees marked Exhibit "B,"
attached and incorporated herein. The rates and expenses set forth in that exhibit shall be binding upon CONSULTANT until June 30, 2023, after which any change in said rates and expenses must be approved in writing by CITY's Project
Manager as described in Section 5 (CITY is to be given 60 days notice of any rate increase request), provided the not to exceed amount is the total compensation due CONSULTANT
for all work described under this AGREEMENT.

2. This Agreement is amended to delete and replace in its entirety:

Exhibit A “Scope of Work” with Exhibit A-1 “Scope of Work” attached hereto and incorporated herein.

3. This Agreement is amended to add in its entirety:

Section 32. FEDERAL REQUIREMENTS
FEMA financial assistance will be used to fund all or a portion of this contract.

The Consultant shall comply with all federal requirements including, but not limited to, the following:

1. 2 C.F.R. Part 200 – Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, which is expressly i ncorporated herein by reference.

2. Federal Contract Provisions attached hereto as Exhibit “D” and incorporated herein by reference.

Subcontracts, if any, shall contain a provision making them sub ject to all of the provisions stipulated in the contract, including but not limited to, 2 C.F.R. Part 200 and the Federal Contract Provisions.

With respect to any conflict between such federal requirements and the terms of this 









 

 

 

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contract and/or the provisions of state law and except as otherwise required under federal law or regulation, the more stringent requirement shall control.

4. This Agreement is amended to add in its entirety:

APPENDIX D – FEDERAL CONTRACT PROVISONS
During the performance of this contract, Project Partners, Inc. ( t h e “Consultant”) shall comply with all applicable federal laws and regulations includi ng but not limited to the federal contract provisions in this Exhibit. In this Exhibit, the term “Agency” shall mean the local agency entering into this contract with the Consultant.

1. CONTRACTING WITH SMALL AND MINORITY FIRMS, WOMEN’S BUSINESS ENTERPRISE AND LABOR SURPLUS AREA FIRMS (2 C.F.R. § 200.321)

A. Consultant shall be subject to 2 C.F.R. § 200.321 and will t ake affirmative steps to assure that minority firms, women’s business enterprises, and labor surplus area firms are used when possible and will not be discriminated against on the grounds of race, color, religious creed, sex, or national origin in consideration for an award.

B. Affirmative steps shall include:

i. Placing qualified small and minority businesses and women's business enterprises on solicitation lists;
ii. Assuring that small and minority businesses, and women's bu siness enterprises are solicited whenever they are potential sources; iii. Dividing total requirements, when economically feasible, i nto smaller tasks or quantities to permit maximum participation by small an d minority business, and women's business enterprises;
iv. Establishing delivery schedules, where the requirement perm its, which encourage participation by s mall and minority business, a nd women's business enterprises; and
v. Using the services/assistance of the Small Business Administ ration (SBA), and the Minority Business Development Agency (MBDA) of the Department of Commerce.

Consultant shall submit evidence of compliance with the foregoi ng affirmative steps when requested by the Agency.

Notwithstanding the foregoing, the affirmative steps requiremen ts detailed above do not apply in the case of a noncompetitive procurement made u nder the emergency exception/exigency exception to competitive procurements.











 

 

 

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2. COST PRINCIPLES (2 C.F.R. PART 200, SUBPART E)

A. If any indirect costs will be charged to the Agency under th is contract, such costs must conform to the cost principles set forth under the Uniform Rules at 2 C.F.R. Part 200, subpart E (“Cost Principles”). In general, costs must (i) be necessary and reasonable; (ii) allocable to the grant aw ard; (iii) conform to any limitations or exclusions set forth in the Cost Principles; (iv) be adequately documented; and (v) be determined in accordance w ith generally accepted accounting pr inciples (“GAAP”), except, for state and local governments and Indian tribes only, as otherwise provided for in 2 C.F.R. Part 200, subpart E. 2 C.F.R. § 200.403. Costs that are determined unallowable pursuant to a federal audit are subject to repaymen t by Consultant.

3. ACCESS TO RECORDS & RECORD RETENTION (2 C.F.R. 200.336)

A. Consultant shall comply with 2 C.F.R. § 200.336 and provide the Federal Agency, Inspectors General, the Comptroller General of the United States, Agency, and the State of California or any of their authorized representatives access, during normal business hours, to docume nts, papers, books and records which are directly pertinent to this contract for the purposes of making and responding to audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to the Consultant personnel for the purpose of interview and discussion related to the books and records.

B. The Consultant agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed.

C. The Consultant agrees to provide the Federal Agency or its a uthorized representatives access to construction or other work sites pertaining to the work being completed under the contract.

4. REQUIRED CONTRACT PROVISIONS IN ACCORDANCE WITH APPENDIX II TO PART 200 – CONTRACT PROVISIONS FOR NON-FEDERAL ENTITY CONTRACTS UNDER FEDERAL AWARDS (2 C.F.R. § 200.326)

A. Appendix II to Part 200 (A); Appendix II to Part 200 (B): Re medies for Breach; Termination for Cause/Convenience. If the contract is in excess of $10,000 and the contract does not include provisions for both termination for cause and termination for convenience by the Agency, includ ing the manner by which it will be effected and the basis for settlemen t, then the 









 

 

 

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following termination clauses shall apply. If the contract is for more than the simplified acquisition threshold (see 2 C.F.R. § 200.88) at the t i m e t h e contract is executed and does not provide for administrative, contractual, or legal remedies in instances where Contractor violates or breaches the terms of the contract, then the following termination clauses shall apply and have precedence over the contract. Otherwise, the following termination clauses shall not be applicable to the contract.

i. Termination for Convenience. The Agency may, by written not ice to Consultant, terminate this contract for convenience, in whole o r in part, at any time by giving written notice to Consultant of suc h termination, and specifying the effective date thereof (“No tice of Termination for Convenience”). If the termination is for the convenience of the Agency, the Agency shall compensate Provider for work or materials fully and adequately provided through the effective date of termination. No amount shall be paid for unperformed work or materials not provided, including anticipat ed profit. Consultant shall provide documentation deemed adequate by the Agency to show the work actually completed or materials provided by Consultant prior to the effective date of termination. This contract shall terminate on the effective date of the Notice of Termination.

ii. Termination for Cause. If Consultant fails to perform pursuant to the terms of this contract, the Agency shall provide written notice t o Consultant specifying the default (“Notice of Default”). If Consultant does not cure such default within ten (10) calendar days of receipt of Notice of Default, the Agency may terminate this contract for cause.

If Consultant fails to cure a default as set forth above, the A gency may, by written notice to Consultant , terminate this contract for cause, in whole or in part, and specifying the effective date thereof (“Notice of Termination for Cause”). If the termination is for cause, Consultant shall be compensated for that portion of the work or materials provided which has been fully and adequately completed and accepted by the Agency as of the date the Agency provides the Notice of Termination. In such case, the Agency shall have the right to take whatever steps it deems necessary to complete the proje ct and correct Consultant’s deficiencies and charge the cost thereof to Consultant, who shall be liable for the full cost of the Agency 's corrective action, including reasonable overhead, profit and attorneys' fees.











 

 

 

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iii. Reimbursement; Damages. The A gency shall be entitled to reimbursement for any compensation paid in excess of work rendered or materials provided and shall be entitled to withhol d compensation for defective work or other damages caused by Consultant performance of the work.

iv. Additional Termination Provisions. Upon receipt of a Notic e of Termination, either for cause or for convenience, Consultant sh all promptly discontinue the work unless the Notice directs to the contrary. Consultant shall deliver to the Agency and transfer title (if necessary) to all provided materials and completed work, and wo rk in progress including drafts, documents, plans, forms, maps, products, graphics, computer programs and reports. The rights and remedies of the parties provided in this Section are in addition to any other rights and remedies provided by law or under this contrac t.

Consultant acknowledges the Agency’s ri ght to terminate this contract with or without cause as provided in this Section, and hereby waives any and all claims for damages that might arise from the Agency’s termination of this contract. The Agency shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed work or materials not provided and shall not be entitled to damages or compensation for termination of work or supply of materials. If Agency terminates this contract for cause, and it is later determined that the termination for cause was wrongful, the termination shall automatically be converted to and treated as a termination for convenience. In such event, Consultant shall b e entitled to receive only the amounts payable under this Section, and Consultant specifically waives any claim for any other amounts or damages, including, but not limited to, any claim for consequential damages or lost profits. The rights and remedies of the Agency provided in this Section shall not be exclusive and are in addi tion to any other rights and remedies provided by law, equity or under this contract including, but not limited to, the right to specific performance.

B. Appendix II to Part 200 (C) – Equal Employment Opportunity: Except as otherwise provided under 41 C.F.R. Part 60, Consultant shall comply with the following equal opportunity clause, in accordance with Executive Order 11246 of September 24, 1965 entitled “Equal Employment Opportunity,” as 









 

 

 

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Amendment No. 1 to Agreement No. 2022-044

amended by Executive Order 11375 of October 13, 1967 and implementation regulations at 41 C.F.R. Chapter 60:

i. Consultant will not discriminate against any employee or app licant for employment because of race, color, religion, sex, or nation al origin. Consultant will take affirmative action to insure that applicants are employed and that employees are treated equally during employment, without regard to race, color, religion, sex, or na tional origin. Such action shall include, but not be limited to, the f ollowing:
employment upgrading, demotion, transfer, recruitment, or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training including apprenticeship. Consultant agrees to post in conspicuous places , available to employees and applicants for employment, notices to be provided by the Agency setting forth the provisions of this nondiscrimination clause.

ii. Consultant will, in all solicitations or advertisements for employees placed by or on behalf of Consultant , state that all qualifie d applicants will receive consideration for employment without re gard to their race, color, religion, sex, or national origin.

iii. Consultant will not discharge or in any other manner discr iminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclos ed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in wh ich an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to s uch information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, procee ding, hearing, or action, including an investigation conducted by the employer, or is consistent with Consultant‘s legal duty to furnish information.

iv. Consultant will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments under Section 202 of Executive Order No. 









 

 

 

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11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

v. Consultant will comply with all provisions of Executive Orde r 11246 of September 24, 1965, and of the rules, regulations, and relev ant orders of the Secretary of Labor.

vi. Consultant will furnish all information and reports require d by Executive Order No. 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and acco unts by the contracting agency and the Secretary of Labor for purpos es of investigation to ascertain compliance with such rules, regulations, and orders.

vii. In the event of Consultant’s noncompliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be cancelled, terminated or suspended in whole or in part and the contractor may be declare d ineligible for further Government contracts in accordance with procedures authorized in Executive Order No.11246 of Sept. 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order No.11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.

viii. Consultant will include the provisions of paragraphs (i) through (viii) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuan t to Section 204 of Executive Order No. 11246 of September 24,1965, so that such provisions will be binding upon each subcontractor or Consultant. Consultant will take such action with respect to an y subcontract or purchase order as may be directed by the Secreta ry of Labor as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that in the event Consult ant becomes involved in, or is threatened with, litigation with a subcontractor or Consultant as a result of such direction, Consultant may request the United States to enter into such litigation to protect the interests of the United States.











 

 

 

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C. Appendix II to Part 200 (D) – Davis-Bacon Act; Copeland Act: Not applicable to this contract.

D. Appendix II to Part 200 (E) – Contract Work Hours and Safety Standards Act:

i. If this contract is in excess of $100,000 and involves the e mployment of mechanics or laborers, Consultant shall comply with 40 U.S.C . 3702 and 3704, as supplemented by Department of Labor
regulations (29 C.F.R. Part 5). Under 40 U.S.C. 3702, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions wh ich are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ord inarily available on the open market, or contracts for transportation o r transmission of intelligence.

ii. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer o r mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek.

iii. In the event of any violation of the clause set forth in p aragraph (ii) of this section the contractor and any subcontractor responsibl e therefor shall be liable for the unpaid wages. In addition, suc h contractor and subcontractor shall be liable to the United Stat es (in the case of work done under contract for the District of Columb ia or a territory, to such District or to such territory), for liquid ated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (ii) of this section, in the sum of $10 for each calendar day on whi ch 









 

 

 

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such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtim e w a g e s r e q u i r e d b y t h e c l a u s e s e t f o r t h i n p a r a g r a p h ( i i ) o f t h is section.

iv. The Agency shall upon its own action or upon written reques t of an authorized representative of the Department of Labor withhold o r cause to be withheld, from any moneys payable on account of wor k performed by the Consultant or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to t h e Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (iii) of this section.

v. The Consultant or subcontractor shall insert in any subcontr acts the clauses set forth in paragraph (ii) through (v) of this Section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The Contractor shall be responsible fo r compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (ii) through (v) of this Section.

E. Appendix II to Part 200 (F) – Rights to Inventions Made Under a Contract or Agreement:

i. If the Federal award meets the definition of “funding agreement” under 37 C.F.R. § 401.2(a) and the non-Federal entity wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the non-Federal entity must comply with the requirements of 37 C.F.R. Part 401 (Rights to Inventio ns Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements), and any implementing regulations issued by the Agency.

ii. The regulation at 37 C.F.R. § 401.2(a) currently defines “funding agreement” as any contract, gr ant, or cooperative agreement entered into between any Federal agency, other than the Tennessee Valley Authority, and any contractor for the performance of 









 

 

 

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experimental, developmental, or research work funded in whole or in part by the Federal government. This term also includes any assignment, substitution of parties, or subcontract of any type entered into for the performance of experimental, developmental, or research work under a funding agreement as defined in the first sentence of this paragraph.

iii. This requirement does not apply to the Public Assistance, Hazard Mitigation Grant Program, Fire Management Assistance Grant Program, Crisis Counseling Assistance and Training Grant Program, Disaster Case Management Grant Program, and Federal Assistance to Individuals and Households – Other Needs Assistance Grant Program, as FEMA awards under these programs do not meet the definition of “funding agreement.”

F. Appendix II to Part 200 (G) – Clean Air Act and Federal Water Pollution Control Act: If this contract is in excess of $150,000, Consult ant shall comply with all applicable standards, orders, or requirements i ssued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Fe deral Water Pollution Control Act as amended (33 U.S.C. 1251-1387).

i. Pursuant to the Clean Air Act, (1) Consultant agrees to comp ly with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq., (2) Consultant agrees to report each violation to the Agency and understands a nd agrees that the Agency will, in turn, report each violation as required to assure notification to the Federal awarding agency and the appropriate Environmental Protection Agency Regional Office, an d (3) Consultant agrees to include these requirements in each subcontract exceeding $150,000.

ii. Pursuant to the Federal Water Pollution Control Act, (1) Co nsultant agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq., (2) Consultant agrees to repor t each violation to the Agency and understands and agrees that th e Agency will, in turn, report eac h violation as required to assu re notification to the Federal awarding agency and the appropriate Environmental Protection Agency Regional Office, and (3) Consultant agrees to include these requirements in each subcontract exceeding $150,000.











 

 

 

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G. Appendix II to Part 200 (H) – Debarment and Suspension: A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that impleme nt Executive Orders 12549 (3 C.F.R. part 1986 Comp., p. 189) and 1 2689 (3 C.F.R. part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, o r otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.

i. This contract is a covered transaction for purposes of 2 C.F .R. pt. 180 and 2 C.F.R. pt. 3000. As such Consultant is required to verify that none of the Consultant, its principals (defined at 2 C.F.R . § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935).

ii. Consultant must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into.
iii. This certification is a material representation of fact re lied upon by Agency. If it is later determined that Consultant did not compl y with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, i n addition to remedies available to the Agency, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment.

iv. Consultant warrants that it is not debarred, suspended, or otherwise excluded from or ineligible for participation in any federal programs.

Consultant also agrees to verify that all subcontractors perfor ming work under this contract are not debarred, disqualified, or otherwise prohibited from participation in accordance with the requiremen ts above. Consultant further agrees to notify the Agency in writin g immediately if Consultant or its subcontractors are not in compliance during the term of this contract.

H. Appendix II to Part 200 (I) – Byrd Anti-Lobbying Act: If this contract is in excess of $100,000, Consultant shall have submitted and filed the required certification pursuant to the Byrd Anti-Lobbying Amendment (31 U.S.C. § 1353). If at any time during the contract term funding exceeds $100,000.00, Consultant shall file with the Agency the Federal Standard Form LLL titled 









 

 

 

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“Disclosure Form to Report Lobbying.” Consultants that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used F ederal appropriated funds to pay any person or organization for influe ncing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disc lose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded fro m tier to tier up to the recipient.

I. Appendix II to Part 200 (J) – Procurement of Recovered Materials:

i. Consultant shall comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procurin g only items designated in guidelines of the Environmental Protec tion Agency (EPA) at 40 C.F.R. part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purc hase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement.

ii. In the performance of this contract, the Consultant shall m ake maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired:

Competitively within a timeframe providing for compliance with the contract performance schedule; Meeting contract performance requirements; or At a reasonable price.

iii. Information about this requirement, along with the list of E P A - designate items, is available at EPA’s Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive- procurement-guideline-cpg-program.











 

 

 

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5. MISCELLANEOUS PROVISIONS

A. The Consultant shall not use the DHS seal(s), logos, crests, o r reproductions of flags or likenesses of DHS agency officials without specific FEMA preapproval.

B. This is an acknowledgement that FEMA financial assistance will be used to fund the contract only. The Consultant will comply with all applicable federal law, regulations, executive orders, FEMA policies, procedures, and directives.

C. Consultant acknowledges that 31 U.S.C. Chapter 38 (Administr ative Remedies for False Claims and Statements) applies to the Consul tant’s actions pertaining to this contract.

D. The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the Agency, Consultant, any s ubcontractors or any other party pertaining to any matter resulting from the contract.

E. General and Administrative Expenses And Profit For Time And Materials Contracts/Amendments.

i. General and administrative expenses shall be negotiated and must conform to the Cost Principles.

ii. Profit shall be negotiated as a separate element of the cos t. To establish a fair and reasonable profit, consideration must be given to the complexity of the work to be performed, the risk borne by t he Consultant, the Consultant’s investment, the amount of
subcontracting, the quality of its record of past performance, and industry profit rates in the surrounding geographical area for similar work.

iii. Any agreement, amendment or change order for work performed on a time and materials basis shall include a ceiling price that Consultant exceeds at its own risk.

5. Except as otherwise specifically provided herein, all other pro visions of the Agreement shall remain in full force and effect











 

 

 

18 City of Goleta
Amendment No. 1 to Agreement No. 2022-044

In concurrence and witness whereof, this Amendment No. 1 has been executed by the parties effective on the date and year first above written.

CITY OF GOLETA CONSULTANT

____________________________ ______________________________ Michelle Greene, City Manager By: Kimo Look, P.E., President

A T T E S T :

_____________________________ ______________________________ Deborah Lopez, City Clerk By: Markiva Raissdana,
Chief Financial Officer

APPROVED AS TO FORM:

MEGAN GARIBALDI, CITY ATTORNEY

_____________________________
Winnie Cai, Assistant City Attorney











 

 

 

19 City of Goleta
Amendment No. 1 to Agreement No. 2022-044

EXHIBIT A-1

SCOPE OF WORK

Project Management, Construction Management & Engineering Suppo rt Services for the Goleta Community Center Seismic and ADA Improv ements Projects:

1. Consultant shall provide technical review and comment on the deliverables of other consultants and contractors that are involved in the S eismic and ADA Improvement Projects.

2. Consultant shall manage and monitor the progress on the proj ect and compare progress with the master project schedule and ensure th at the project completes on schedule. Regular submittal of progress re ports is expected throughout the various elements of the project.

3. Consultant shall establish and maintain project files and pr epare documentation and reports required for administration of the grant.

4. Consultant shall oversee the development of boilerplate cont ract documents, including the incorporation of plans and specifications for both the Seismic and the ADA Improvements projects.

5. Consultant shall oversee the development of bid packages, in cluding biddability and constructability review for both the Seismic an d the ADA Improvement projects.

6. Consultant shall oversee the production of a final set of co ntract documents incorporating addenda and contractor’s information.

7. Consultant shall assist the City with bidding support services including review of bid proposals.

8. Consultant shall assist the City with construction managemen t, and processing of progress payments, including any documentation requirements.











 

 

 

20 ATTACHMENT 2

Professional Services Agreement No. 2022-070 with Holmes Structures

21 Project Name: Goleta Community Center Seismic and ADA Improvements

AGREEMENT FOR PROFESSIONAL SERVICES

BETWEEN THE CITY OF GOLETA
AND
PROJECT PARTNERS, INC.

This AGREEMENT FOR PROFESSIONAL SERVICES (herein referred to as “AGREEMENT”) is made and entered into this ________ day of ____ __ , 2022, by and between the CITY OF GOLETA, a municipal corporation (herein referred to as "CITY"), and PROJECT PARTNERS, INC. , a California Corporation (herein referred to as "CONSULTANT").

SECTION A. RECITALS

1. The CITY has a need for engineering support and project mana gement support services for the Goleta Community Center Seismic and Americans with Disabilities Act (ADA) Improvements projects.

2. The CITY does not have the personnel able and/or available t o perform the services required under this AGREEMENT, and therefore, the CITY desires to contract for professional services to accomplish this work; and

3. The CITY procured these services in compliance with Goleta M unicipal Code Section 3.05.260.

4. The CITY selected CONSULTANT based upon CONSULTANT’S significant experience in vertical construction, project management of public sector capital projects, and understanding of rules and regulations surrounding myriad sources of funds.

5. The City Manager approved this AGREEMENT pursuant to Goleta Municipal Code section 3.05.070.

SECTION B. TERMS

1. RETENTION AS CONSULTANT
CITY hereby retains CONSULTANT, and CONSULTANT hereby accepts s uch engagement, to perform the services described in Section 2. CO NSULTANT warrants it has the qualifications, experience, and facilities to properly and timely perform said services.

2. DESCRIPTION OF SERVICES
The services to be performed by CONSULTANT are as follows:

Professional Engineering Support and Project Management Support Services in conjunction with the Goleta Community Center Seismic and ADA Improvements projects shall generally include engineering support 






  








 

22 and project management support as more particularly set forth in the Scope of Work, attached as Exhibit “A,” and incorporated herein.

CONSULTANT shall deliver to CITY the deliverables defined in Exhibit “A.”

3. COMPENSATION AND PAYMENT
(a) Maximum and Rate . The total compensation payable to CONSULTANT by CITY for the services under this AGREEMENT SHALL NOT EXCEED t h e s u m o f $44,900 (herein "not to exceed amount"), and shall be earned as the wor k progresses on the following basis:

Hourly at the hourly rates and with reimbursement to CONSULTANT f o r those expenses set forth in CONSULTANT's Schedule of Fees marke d Exhibit "B", attached and incorporated herein. The rates and e xpenses set forth in that exhibit shall be binding upon CONSULTANT until Ju ne 30, 2023, after which any change in said rates and expenses must be approved in writing by CITY's Project Manager as described in Section 5 (CITY is to be given 60 days notice of any rate increase reques t), provided the not to exceed amount is the total compensation due CONSULTA NT for all work described under this AGREEMENT.
(b) Payment . CONSULTANT shall provide CITY with written verification of the actual compensation earned, which written verification shal l be in a form satisfactory to CITY's Project Manager, as described in Section 5. Invoices shall be made no more frequently than on a monthly basis, and describe the work perfo rmed (including a list of hours worked by personnel classification). All payments shall be made within 30 days after CITY’s approval of the invoice.

4. EXTRA SERVICES
CITY shall pay CONSULTANT for those CITY authorized extra servi ces, not reasonably included within the services described in Section 2, as mutually agreed to writing in advance of the incurrence of extra services by CONSU LTANT. Unless CITY and CONSULTANT have agreed in writing before the performance of extra services, no liability and no right to claim compensation for such extra services or expenses shall exist. The applicable hourly rates for extra services shall be at the hourly rates set forth in Exhibit B. Any compensation for extra services shall be part of the total compensation and shall not increase the not to exceed amount identified in Section 3.

5. CITY PROJECT MANAGER AND SERVICES BY CITY
The services to be performed by CONSULTANT shall be accomplishe d under the general direction of, and coordinate with, CITY's "Project Mana ger", as that staff person is designated by CITY from time to time, and who presently is Matthew R. Fore, General Services Director. Project Manager shall have the authority to act on behalf of th e CITY in administering this AGREEMENT but shall not be authorized to extend the term of the AGREEMENT or increase the not to exceed amount.







  







23 6. TERM, PROGRESS AND COMPLETION
The term of this AGREEMENT is from the date first written above to June 30, 2023, unless term of this AGREEMENT is extended, or the AGREEME NT is terminated as provided for herein.

CONSULTANT shall not commence work on the services to be perfor med until (i) CONSULTANT furnishes proof of insurance as required by Section 10 below, and (ii) CITY gives written authorization to proceed with the work provi ded by CITY's Project Manager.

OWNERSHIP OF DOCUMENTS
All drawings, designs, data, photographs, reports and other doc umentation (other than CONSULTANT's drafts, notes and internal memorandum), inclu ding duplication of same prepared by CONSULTANT in the performance of these services, are the property of CITY. CITY shall be entitled to immediate possession of the same upon completion of the work under this AGREEMENT, or at any earlier or later time when requested by CITY. CITY agrees to hold CONSULTANT harmless from all damages , claims, expenses, and losses arising out of any reuse of the plans and specifications for purposes other than those described in this AGREEMENT, unless w ritten authorization of CONSULTANT is first obtained.

7. PERSONAL SERVICES/NO ASSIGNMENT/SUBCONTRACTOR
This AGREEMENT is for professional services which are personal to CITY. Ed Wimmer, P.E., Senior Project Manager, is deemed to be specially experienced and is a key member of CONSULTANT's firm, and shall be directly involved in the performance of this work. This key person shall communicate with, and peri odically report to, CITY on the progress of the work. Should any such individual be rem oved from assisting in this contracted work for any reason, CITY may terminate this AG REEMENT. This AGREEMENT may not be assigned or subcontracted without the City Manager’s prior written consent.

8. HOLD HARMLESS AND INDEMNITY
(a) Hold Harmless for CONSULTANT's Damages. CONSULTANT holds CITY, its elected officials, officers, agents, and employees, h a r m l e s s f r o m a l l o f CONSULTANT's claims, demands, lawsuits, judgments, damages, los ses, injuries or liability to CONSULTANT, to CONSULTANT's employees, to CONSULTA NT’s contractors or subcontractors, or to the owners of CONSULTANT's firm, which damages, losses, injuries or liability occur during the work re quired under this AGREEMENT, or occur while CONSULTANT is on CITY property, or wh ich are connected, directly or indirectly, with CONSULTANT's performanc e of any activity or work required under this AGREEMENT.
(b) Defense and Indemnity of Third Party Claims/Liability. CONSULTANT shall investigate, defend, and indemnify CITY, its elected offi cials, officers, agents, and employees, from any claims, lawsuits, demands, judgments, and a ll liability including, but not limited to, monetary or property damage, lost profit, p ersonal injury, wrongful death, general liability, automobile, infringement of copyright /patent/trademark, or professional errors and omissions arising out of, directly or i ndirectly, an error, 






  







24 negligence, or omission of CONSULTANT or any of CONSULTANT’s of ficers, agents, employees, representatives, subconsultants, or subcontractors, or the willful misconduct of CONSULTANT or any of CONSULTANT’s officers, agents, employee s, representatives, subconsultants, or subcontractors, in performi ng the services described in, or normally associated with, this type of contracted work. The duty to defend shall include any suits or actions concerning any activity, product o r work required under this AGREEMENT, and also include the payment of all court costs, att orney fees, expert witness costs, investigation costs, claims adjusting costs and any other costs required for and related thereto.
(c) No Waiver. CITY does not waive, nor shall be deemed to have waived, any indemnity, defense or hold harmless rights under this secti on because of the acceptance by CITY, or the deposit with CITY, of any insurance certificates or policies described in Section 10.

9. INSURANCE
CONSULTANT shall, at CONSULTANT's sole cost and expense, provid e insurance as described herein. All insurance is to be placed w ith insurers authorized to do business in the State of California with an A.M. Best and Co mpany rating of A- or better, Class VII or better, or as otherwise approved by CITY.

Insurance shall include the following (or broader) coverage:

a) Insurance Services Office C ommercial Liability coverage “o ccurrence” form CG 00 01 or its exact equivalent with an edition date prior to 2004 and with minimum limits of $1,000,000 per occurrence and $2,000,000 gene ral aggregate.

b) Insurance Services Office form number CA 00 01 or equivalent covering Automobile Liability, including hired and non-owned automobile liability with a minimum limit of $1,000,000 per accident. If the Service Provi der owns no vehicles, this requirement may be satisfied by a non-owned and hired auto endorsement to Service Provider’s commercial general liability policy.

c) Workers’ Compensation insurance complying with California wo rker’s compensation laws, including statutory limits for workers’ comp ensation and an Employer’s Liability limit of $1,000,000 per accident or disease.

d) Professional liability insurance that covers the services to be performed in connection with this agreement, in the minimum amount of $1,000,000 per claim.

Liability insurance policies required to be provided by CONSULT ANT hereunder shall contain or be endorsed to contain the following provisions:

a) Except for professional liability insurance, CITY, its emp loyees, officials, agents and member agencies shall be covered as additional insur eds.

Coverage shall apply to any and all liability arising out of th e work performed or related to the contract. Additional insured status under th e general liability 






  







25 requirement shall be provided on Insurance Services Office Form CG 20 10, with an edition date prior to 2004, or its equivalent. Additio nal insured status for completed operations shall be provided either in the additi onal insured form or through another endorsement such as CG 20 37, or its equivalent.

b) General and automobile liability insurance shall apply sep arately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer’s liability. Coverage will not be limited to CITY’s vicarious liability.

c) Professional liab ility insurance policies inception date, continuity date, or r e t r o a c t i v e d a t e m u s t b e b e f o r e t h e e f f e c t i v e d a t e o f t h i s a g r eement.

CONSULTANT agrees to maintain continuous coverage through a per iod no less than three years after completion of the services required by this agreement.

d) Except for professional liability insurance, liability cov erage shall be primary and non-contributing with any insurance maintained by CITY.

e) Evidence of coverage (including the workers’ compensation and employer’s liability policies) shall provide that coverage shall not be su spended, voided, canceled or reduced in coverage or in limits except after 30 da ys’ prior written notice has been given to CITY. Such provision shall no t include any limitation of liability of the insurer for failure to provide such notice.

f) No liability insurance coverage provided to comply with th is AGREEMENT shall prohibit CONSULTANT, or CONSULTANT’s employees, or agents , from waiving the right of recovery prior to a loss. CONSULTANT waives its right of recovery against CITY.

g) CONSULTANT agrees to deposit with CITY within fifteen days of Notice to Proceed of the Contract certificates of insurance and required endorsements.

h) There shall be no recourse against CITY for payment of pre miums or other amounts with respect to the insurance required to be provided b y CONSULTANT hereunder. Any failure, actual or alleged, on the p art of CITY to monitor compliance with these requirements will not be deeme d as a waiver of any rights on the part of CITY. CITY has no addition al obligations by virtue of requiring the insurance set forth herein. In the event any policy of insurance required under this AGREEMENT does not comply with th ese requirements or is canceled and not replaced, CITY has the righ t but not the duty to obtain the insurance it deems necessary and any premium paid by CITY will be promptly reimbursed by CONSULTANT or CITY will wit hhold amounts sufficient to pay premium from CONSULTANT payments.

i) CONSULTANT agrees to provide immediate notice to CITY of a ny claim or loss against CONSULTANT arising out of the work performed under t h i s AGREEMENT. CITY assumes no obligation or liability by such not ice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve CITY.








  







26 10. RELATIONSHIP OF CONSULTANT TO CITY
The relationship of the CONSULTANT to CITY shall be that of an independent contractor and that in no event shall CONSULTANT be considered an officer, agent, servant or employee of CITY. CONSULTANT shall be solely respon sible for any workers compensation insurance, withholding taxes, unemployment insurance, and any other employer obligations associated with the described work.

11. CORRECTIONS
In addition to the above indemnification obligations, CONSULTAN T shall correct, at its expense, all errors in the work that may be disclosed du ring CITY's review of CONSULTANT's report or plans. Should CONSULTANT fail to make s uch correction in a reasonably timely manner, such correction shall be made by CI TY, and the cost thereof shall be charged to CONSULTANT or withheld from any fun d s d u e t o CONSULTANT hereunder.

12. TERMINATION BY CITY
CITY, by notifying CONSULTANT in writing, may upon 10 calendar days notice, terminate without cause any portion or all of the services agre ed to be performed under this AGREEMENT. If termination is for cause, no notice period need be given. In the event of termination, CONSULTANT shall have the right and oblig ation to immediately assemble work in progress for the purpose of closing out the jo b. All compensation for actual work performed and charges outstanding at the time of te rmination shall be payable by CITY to CONSULTANT within 30 days following submissi on of a final statement by CONSULTANT unless termination is for cause. In su ch event, CONSULTANT shall be compensated only to the extent required by law.

13. ACCEPTANCE OF FINAL PAYMENT CONSTITUTES RELEASE
The acceptance by CONSULTANT of the final payment made under th is AGREEMENT shall operate as and be a release of CITY from all claims and liabilities for compensation to CONSULTANT for anything done, furnished, or rel ating to CONSULTANT'S work or services. Acceptance of payment shall be any negotiation of CITY's check or the failure to make a written extra compensatio n claim within 10 calendar days of the receipt of that check. However, approval or payment by CITY shall not constitute, nor be deemed, a release of the responsibility and liability of CONSULTANT, its employees, subcontractors, agents and CONSULTAN T s f o r t h e accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by CITY for any defect or error in the work prepared by CONSULTANT, its employees, subcontractors, agents and consultants.

14. AUDIT OF RECORDS
At any time during normal business hours and as often as it may deem necessary, CONSULTANT shall make available to a representative of CITY for examination of all its records with respect to all matters cove red by this AGREEMENT and will permit CITY to audit, examine and/or reproduce such re cords. CONSULTANT will retain such financial records, time sheets, work progress reports, invoices, bills and 






  







27 project records for at least two years after termination or fin al payment under this AGREEMENT.

15. WAIVER; REMEDIES CUMULATIVE
Failure by a party to insist upon the strict performance of any of the provisions of this AGREEMENT by the other party, irrespective of the length of time for which such failure continues, shall not constitute a waiver of such party' s right to demand strict compliance by such other party in the future. No waiver by a party of a default or breach of the other party shall be effective or binding upon such part y unless made in writing by such party, and no such waiver shall be implied from any omissi ons by a party to take any action with respect to such default or breach. No express written waiver of a specified default or breach shall affect any other default or b reach, or cover any other period of time, other than any default or breach and/or period of time specified. All of the remedies permitted or available to a party under this AGREEMENT , or at law or in equity, shall be cumulative and alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with resp ect to any other permitted or available right of remedy.

16. CONFLICT OF INTEREST
CONSULTANT is unaware of any CITY employee or official that has a financial interest in CONSULTANT'S business. During the term of this AGR EEMENT and/or as a result of being awarded this AGREEMENT, CONSULTANT shall not of fer, encourage or accept any financial interest in CONSULTANT'S business by any C ITY employee or official.

17. CONSTRUCTION OF LANGUAGE OF AGREEMENT
The provisions of this AGREEMENT shall be construed as a whole according to its common meaning of purpose of providing a public benefit and not strictly for or against any party. It shall be construed consistent with the p rovisions hereof, in order to achieve the objectives and purposes of the parties. Wherever r equired by the context, the singular shall include the plural and vice versa, and the masculine gender shall include the feminine or neutral genders or vice versa.

18. MITIGATION OF DAMAGES
In all situations arising out of this AGREEMENT, the parties sh all attempt to avoid and minimize the damages resulting from the conduct of the other party.

19. GOVERNING LAW
This AGREEMENT, and the rights and obligations of the parties, shall be governed and interpreted in accordance with the laws of the Sta te of California. Should litigation occur, venue shall be in Superior Court of Santa Barbara County.

20. NONDISCRIMINATION
CONSULTANT shall not discriminate on the basis of race, color, gender, gender identity/expression, pregnancy, sexual orientation, disability, marital status, or any other characteristic protected under applicable federal or state law. 






  







28 21. TAXPAYER IDENTIFICATION NUMBER
CONSULTANT shall provide CITY with a complete Request for Taxpa yer Identification Number and Certification, Form W-9 (Rev. October 2018), as issued by the Internal Revenue Service.

22. NON-APPROPRIATION OF FUNDS
Payments due and payable to CONSULTANT for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of CITY funds. In the event CITY has not appropriated sufficient funds for payment of CONSULTANT services beyond the current fiscal year, this AGREEM ENT shall cover only those costs incurred up to the conclusion of the current fiscal year.

23. MODIFICATION OF AGREEMENT
The tasks described in this AGREEMENT and all other terms of th is AGREEMENT may be modified only upon mutual written consent of C ITY and CONSULTANT.

24. USE OF THE TERM “CITY”
Reference to “CITY” in this AGREEMENT includes City Manager or any authorized representative acting on behalf of CITY.

25. PERMITS AND LICENSES
CONSULTANT, at its sole expense, shall obtain and maintain duri ng the term of this AGREEMENT, all appropriate permits, licenses, and certific ates that may be required in connection with the performance of services under this AGREEMENT.

26. CAPTIONS
The captions or headings in this AGREEMENT are for convenience only and in no other way define, limit or describe the scope or intent of a ny provision or section of the AGREEMENT.

27. AUTHORIZATION
Each party has expressly authorized the execution of this AGREE MENT on its behalf and bind said party and its respective administrators, officers, directors, shareholders, divisions, subsidiaries, agents, employees, succe ssors, assigns, principals, partners, joint venturers, insurance carriers and a ny others who may claim through it to this AGREEMENT.

28. ENTIRE AGREEMENT BETWEEN PARTIES
Except for CONSULTANT'S proposals and submitted representations f o r obtaining this AGREEMENT, this AGREEMENT supersedes any other agreements, either oral or in writing, between the parties hereto with respect to the rendering of services, and contains all of the covenants and agreements betw een the parties with respect to said services.







  







29 29. PARTIAL INVALIDITY
If any provision in this AGREEMENT is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions wil l nevertheless continue in full force without being impaired or invalidated in any way.

30. NOTICES
Any notice required to be given hereunder shall be deemed to ha ve been given by depositing said notice in the United States mail, postage pr epaid, and addressed as follows:

TO CITY: Attention: Michelle Greene, City Manager
City of Goleta
130 Cremona Drive, Suite B
Goleta, CA 93117
TO CONSULTANT: Atte ntion: Kimo Look, P.E., Principal
Project Partners
23195 La Cadena Drive, Suite 101
Laguna Hills, CA 92653

31. COUNTERPARTS AND ELECTRONIC/FACSIMILE SIGNATURES
This Agreement may be executed in several counterparts, which may be facsimile or electronic copies. Each counterpart is fully effective as an original, and together constitutes one and the same instrument.

In concurrence and witness whereof, this AGREEMENT has been executed by the parties effective on the date and year first above written.

CITY OF GOLETA CONSULTANT

_____________________________ ___________________________ __ Michelle Greene, City Manager By: Kimo Look, P.E., President

A T T E S T

_____________________________ _____________________________ Deborah Lopez, City Clerk By: Markiva Raissdana, Chief Financial Officer

APPROVED AS TO FORM:

MEGAN GARIBALDI, CITY ATTORNEY








  







30 _____________________________
Winnie Cai, Assistant City Attorney








  







31 EXHIBIT A

SCOPE OF WORK

Project Management and Engineering Support Services for the Gol eta Community Center Seismic and ADA Improvements Projects:

1. Consultant shall provide technical review and comment on the deliverables of other consultants that are involved in the Seismic and ADA Impr ovement Projects.

2. Consultant shall develop boilerplate contract documents, inc luding incorporation of plans and specifications for both the Seismic and the ADA Improvements projects.

3. Consultant shall develop bid packages, including biddability and constructability review for both the Seismic and the ADA Improvement projects.

4. Optional Deliverable:

If sufficient budget remains following the completion of delive rables 1-3 above, consultant shall establish a system for the proper and legal use of each funding source to be used for each project in a manner that complies wi th the various rules and regulations pertaining to each funding source.








  







32 EXHIBIT B

SCHEDULE OF FEES

Work performed by Consultant on the Scope set forth in Exhibit A shall be billed at a rate of $140 per hour. Contractor shall travel to the City of G oleta a maximum of one (1) time per month. During travel, City shall pay Consultant’s hourly rate only. All other travel-related expenses will be borne solely by Consultant.

Classification Hourly Billing Rate for 2022
Sr. Project Manager $140.00








  







33 ATTACHMENT 3

Amendment No. 1 to Agreement No. 2022-70 with Holmes Structures

34 City of Goleta
Amendment No. 1 to Holmes Structures Agreement No. 2022-070

AMENDMENT NO. 1

TO A PROFESSIONAL DESIGN SERVICES AGREEMENT

BETWEEN THE CITY OF GOLETA
AND

HOLMES STRUCTURES

This Amendment No. 1 to the Professional Design Services Agreement by and between the City of Goleta, a municipal corporation (“City”) and Holmes Structures, a corporation (“Consultant”) dated July 29, 2022 (“Agreement,” Agreement No. 2022-070) is made on this ______ day of _________ 2022.

SECTION A. RECITALS

1. This Agreement is for the purpose of providing professional design services for Capital Projects at Goleta Community Center; and

2. The Agreement currently provides for the total compensation amount not to exceed thirty thousand dollars ($30,000); and

3. The parties desire to amend the Agreement so as to provide f or additional compensation in the amount of fifty-three thousand five hundred dollars ($53,500) for additional tasks; and

4. The Agreement currently provides in Exhibit A entitled “Scope of Work” the complete and particular description of services; and

5. The parties desire to amend Exhibit A by adding additional s ervices as more completely and particularly set forth in the Scope of Work, attached as Exhibit “A-1”; and

6. The parties desire to amend t he Agreement so as to add Section 32 – Federal Requirements and Appendix D – Federal Contract Provisions to address the use of federal funding related to the Seismic Improvement and Americans with Disabilities Act Improvement Projects at the Goleta Community Center; and

7. The City Council approves this Amendment No. 1, on this ____ d a y o f __________ 2022.

SECTION B. AMENDED TERMS

Now therefore City and Consultant agree as follows that the Agreement be, and hereby is, amended as follows:

1. Subsection (a) of Section 3. COMPENSATION AND PAYMENT of the Agreement is amended to add an additional authorized amount of $53,500 









 

 

 

35 City of Goleta
Amendment No. 1 to Holmes Structures Agreement No. 2022-070

and to read in its entirety:
a) Maximum and Rate. The total compensation payable to
CONSULTANT by CITY for the services under this AGREEMENT SHALL NOT EXCEED the sum of $83,500 (Eighty-three thousand five hundred) (herein “not -to-exceed”) and shall be earned as the work progresses on the following basis:

Hourly at the hourly rates and with reimbursement to CONSULTANT for those expenses set forth in CONSULTANT's Schedule of Fees marked Exhibit "B," attached and incorporated herein. The rates and expenses set forth in that exhibit shall be binding upon CONSUL TANT until June 30, 2023, after which any change in said rates and expenses must be approved in writing by CITY's Project Manager as described in Section 5 (CITY is to be given 60 days notice of any rate incre ase request), provided the not to exceed amount is the total compen sation due CONSULTANT for all work described under this AGREEMENT.

2. This Agreement is amended to de lete and replace in its entirety:

Exhibit A “Scope of Work” with Exhibit A-1 “Scope of Work” attached hereto and incorporated herein.

3. This Agreement is amended to add in its entirety:

Section 33. FEDERAL REQUIREMENTS

FEMA financial assistance will be used to fund all or a portion of this contract.

The Consultant shall comply with all federal requirements including, but not limited to, the following:

1. 2 C.F.R. Part 200 – Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, which is expressly i ncorporated herein by reference.

2. Federal Contract Provisions attached hereto as Exhibit “D” and incorporated herein by reference.

Subcontracts, if any, shall contain a provision making them sub ject to all of the provisions stipulated in the contract, including but not limited to, 2 C.F.R. Part 200 and the Federal Contract Provisions.

With respect to any conflict between such federal requirements and the terms of this contract and/or the provisions of state law and except as otherwise required under federal law or regulation, the more stringent requirement shall control.

4. This Agreement is amended to add in its entirety:

APPENDIX D – FEDERAL CONTRACT PROVISONS










 

 

 

36 City of Goleta
Amendment No. 1 to Holmes Structures Agreement No. 2022-070

During the performance of this contract, Holmes Structures (the “Consultant”) shall comply with all applicable federal laws and regulations including but not limited to the federal contract provisions in this Ex hibit. In this Exhibit, the term “Agency” shall mean the local agency entering into this contract with the Consultant.

1. CONTRACTING WITH SMALL AND MINORITY FIRMS, WOMEN’S BUSINESS ENTERPRISE AND LABOR SURPLUS AREA FIRMS (2 C.F.R. § 200.321)

A. Consultant shall be subject to 2 C.F.R. § 200.321 and will take affirmative steps to assure that minority firms, women’s business enterprises, and labor surplus area firms are used when possible and will not be discriminated against on the grounds of race, color, religious creed, sex, or national origin in consideration for an award.

B. Affirmative steps shall include:

i. Placing qualified small and minority businesses and women's business enterprises on solicitation lists;
ii. Assuring that small and minority businesses, and women's bu siness enterprises are solicited whenever they are potential sources;
iii. Dividing total requirements, when economically feasible, i nto smaller tasks or quantities to permit maximum participation by small and minority business, and women's business enterprises;
iv. Establishing delivery schedules, where the requirement perm its, which encourage participation by small and minority business, and wom en's business enterprises; and
v. Using the services/assistance of the Small Business Administ ration (SBA), and the Minority Business Development Agency (MBDA) of the Departme nt of Commerce.

Consultant shall submit evidence of compliance with the foregoi ng affirmative steps when requested by the Agency.

Notwithstanding the foregoing, th e affirmative steps requiremen ts detailed above do not apply in the case of a noncompetitive procurement made unde r the emergency exception/exigency exception to competitive procurements.

2. COST PRINCIPLES (2 C.F.R. PART 200, SUBPART E)

A. If any indirect costs will be charged to the Agency under this contract, such costs must conform to the cost principles set forth under the Uniform Rules at 2 C.F.R. Part 200, subpart E (“Cost Principles”). In general, costs must (i) be necessary and reasonable; (ii) allocable to the grant award; (iii) conform to any limitat ions or exclusions set forth in the Cost Principles; (iv) be adequately documented; and (v) be determined in accordance with generally accepted accounting principles (“GAAP”), except, for state and local governments and Indian tribes only, as otherwise prov ided for in 2 C.F.R. 









 

 

 

37 City of Goleta
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Part 200, subpart E. 2 C.F.R. § 200.403. Costs that are deter mined unallowable pursuant to a federal audit are subject to repayment by Consultant.

3. ACCESS TO RECORDS & RECORD RETENTION (2 C.F.R. 200.336)

A. Consultant shall comply with 2 C.F.R. § 200.336 and provide the Federal Agency, Inspectors General, the Comptroller General of the United State s, Agency, and the State of California or any of their authorized representatives access, during normal business hours, to documents, papers, books and records which are directly pertinent to this contract for the purposes of making and responding to a udits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to the Consultant personnel for the purpose of interview and discussion related to the books and records.

B. The Consultant agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed.

C. The Consultant agrees to provide the Federal Agency or its authorized representatives access to construction or other work sites pertaining to the wo rk being completed under the contract.

4. REQUIRED CONTRACT PROVISIONS IN ACCORDANCE WITH APPENDIX II TO PART 200 – CONTRACT PROVISIONS FOR NON-FEDERAL ENTITY CONTRACTS UNDER FEDERAL AWARDS (2 C.F.R. § 200.326)

A. Appendix II to Part 200 (A); Appendix II to Part 200 (B): Re medies for Breach; Termination for Cause/Convenience. If the contract is in excess of $10,000 and the contract does not include provisions for both termination for c ause and termination for convenience by the Agency, including the manner by which it will be effected and the basis for settlement, then the following termination clauses shall apply. If the contract is for more than the simplified acquisition threshold (see 2 C.F.R. § 200.88) at the time the contract is executed and does not provide for a dministrative, contractual, or legal remedies in instances where Contractor violates or breaches the terms of the contract, then the following termination clauses s hall apply and have precedence over the contract. Otherwise, the following termination clauses shall not be applicable to the contract.

i. Termination for Convenience. The Agency may, by written notice to Consultant, terminate this contract for convenience, in whole or in part, at any time by giving written notice to Consultant of such termination, and specifying the effective date thereof (“Notice of Termination for Convenience”). If the termination is for the convenience of the Agency, the Agency shall compensate Provider for work or materials fully and adequately provided through the effective date of termination.

No amount shall be paid for unperformed work or materials not p rovided, including anticipated profit. Con sultant shall provide document ation deemed 









 

 

 

38 City of Goleta
Amendment No. 1 to Holmes Structures Agreement No. 2022-070

adequate by the Agency to show the work actually completed or m aterials provided by Consultant prior to the effective date of terminati on. This contract shall terminate on the effective date of the Notice of Termination.

ii. Termination for Cause. If Consultant fails to perform purs uant to the terms of this contract, the Agency shall provide written notice to Consu ltant specifying the default (“Notice of Default”). If Consultant does not cure such default within ten (10) calendar days of receipt of Notice of Default, the Agency may terminate this contract for cause. If Consultant fails to cure a default as set forth above, the Agency may, by written notice to Consultant , terminate thi s contract for cause, in whole or in part, and specifying the e ffective date thereof (“Notice of Termination for Cause”). If the terminat ion is for cause, Consultant shall be compensated for that portion of the work or materials provided which has been fully and adequately completed and accepted by the Agency as of the date the Agency provides the Notice of Termination. In such case, the Agency shall have the right to take whatever steps it deems necessary to complete the project and correct Consultant’s deficiencies and charge the cost thereof to Consultant, who shall be liable for the full cost of the Agency's corrective ac tion, including reasonable overhead, profit and attorneys' fees.

iii. Reimbursement; Damages. The Agency shall be entitled to r eimbursement for any compensation paid in excess of work rendered or materials p rovided and shall be entitled to withhold compensation for defective work or other damages caused by Consultant performance of the work.

iv. Additional Termination Provisions. Upon receipt of a Notic e of Termination, either for cause or for convenience, Consultant shall promptly discontinue the work unless the Notice directs to the contrary. Consultant sha ll deliver to the Agency and transfer title (if necessary) to all provided materials and completed work, and work in progress including drafts, documents, plans, forms, maps, products, graphics, computer programs and reports. The rights and remedies of the parties provided in this Section are in addition to any other rights and remedies provided by law or under this contract. Consultant ack nowledges the Agency’s right to terminate this contract with or without cause as provided in this Section, and hereby waives any and all claims for damages that might arise from the Agency’s termination of this contract. The Agency shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperf ormed work or materials not provided and shall not be entitled to damages or compensation for termination of work or supply of materials. If Agency terminates this contract for cause, and it is later determined that the termination for caus e was wrongful, the termination shall automatically be converted to and treated as a termination for convenience. In such event, Consultant shall be entitled to receive only the amounts payable under this Section, and Consultant specifically waives any claim for any other amounts or damages, including, but not limited to, any claim 









 

 

 

39 City of Goleta
Amendment No. 1 to Holmes Structures Agreement No. 2022-070

for consequential damages or lost profits. The rights and remed ies of the Agency provided in this Section shall not be exclusive and are in addition to any other rights and remedies provided by law, equity or under this contract including, but not limited to, the right to specific performance.

B. Appendix II to Part 200 (C) – Equal Employment Opportunity: Except as otherwise provided under 41 C.F.R. Part 60, Consultant shall comply with the following equal opportunity clause, in accordance with Executive Order 11246 of September 24, 1965 entitled “Equal Employment Opportunity,” as amended by Executive Order 11375 of October 13, 1967 and implementation regulations at 41 C.F.R. Chapter 60:

i. Consultant will not discrim inate against any employee or app licant for employment because of race, color, religion, sex, or national origin. Consultant will take affirmative action to insure that applicants are empl oyed and that employees are treated equally during employment, without regard to race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment upgrad ing, demotion, transfer, recrui tment, or recruitment advertising; layoff or termination; rates of pay or o t h e r f o r m s o f compensation; and selection for training including apprenticesh ip. Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Agency setting forth the provisions of this nondiscrimination clause.

ii. Consultant will, in all solicitations or advertisements for employees placed by or on behalf of Consultant, state that all qualified applicants wi ll receive consideration for employment without regard to their race, colo r, religion, sex, or national origin.

iii. Consultant will not discharge or in any other manner discr iminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shal l not apply to instances in which an employee who has access to the compensati on information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action , including an investigation conducted by the employer, or is consistent with Consultant‘s legal duty to furnish information.

iv. Consultant will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or u nderstanding, a notice, to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments unde r Section 202 









 

 

 

40 City of Goleta
Amendment No. 1 to Holmes Structures Agreement No. 2022-070

of Executive Order No. 11246 of September 24, 1965, and shall p ost copies of the notice in conspicuous places available to employees and app licants for employment.

v. Consultant will comply with all provisions of Executive Orde r 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.

vi. Consultant will furnish all information and reports require d by Executive Order No. 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rul es, regulations, and orders.

vii. In the event of Consultant’s noncompliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or ord ers, this contract may be cancelled, terminated or suspended in whole or in part a nd the contractor may be declared ineligible for further Government co ntracts in accordance with procedures authorized in Executive Order No.112 46 of Sept. 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order No.11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.

viii. Consultant will include the provisions of paragraphs (i) through (viii) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 of September 24,1965, so that such provisions will be binding upon each subcontractor or Consultant. Consultant will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for no ncompliance:

Provided, however, that in the event Consultant becomes involve d in, or is threatened with, litigation with a subcontractor or Consultant as a result of such direction, Consultant may request the United States to enter into such litigation to protect the interests of the United States.

C. Appendix II to Part 200 (D) – Davis-Bacon Act; Copeland Act: Not applicable to this contract.

D. Appendix II to Part 200 (E) – Contract Work Hours and Safety Standards Act:

i. If this contract is in excess of $100,000 and involves the e mployment of mechanics or laborers, Consultant shall comply with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. Part 5). Under 40 U.S.C. 3702, each contractor must be required to compute the wages of 









 

 

 

41 City of Goleta
Amendment No. 1 to Holmes Structures Agreement No. 2022-070

every mechanic and laborer on the basis of a standard work week of 40 hours.

Work in excess of the standard work week is permissible provide d that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroun dings or under working conditions which are unsanitary, hazardous or dangerous . These requirements do not apply to the purchases of supplies or mater ials or articles ordinarily available on the open market, or contracts for trans portation or transmission of intelligence.

ii. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mech anics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek.

iii. In the event of any violation of the clause set forth in p aragraph (ii) of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor sh all be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory) , for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (ii) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (ii) of this section.

iv. The Agency shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the Consulta nt or subcontractor under any such contract or any other Federal cont ract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to s atisfy any liabilities of such contractor or subcontractor for unpaid wage s and liquidated damages as provided in the clause set forth in paragraph (iii) of this section.

v. The Consultant or subcontractor shall insert in any subcontr acts the clauses set forth in paragraph (ii) through (v) of this Section and also a clause requiring the subcontractors to include these clauses in any lower tier subco ntracts. The Contractor shall be responsible for compliance by any subcontra ctor or lower 









 

 

 

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Amendment No. 1 to Holmes Structures Agreement No. 2022-070

tier subcontractor with the clauses set forth in paragraphs (ii) through (v) of this Section.

E. Appendix II to Part 200 (F) – Rights to Inventions Made Under a Contract or Agreement:

i. If the Federal award meets the definition of “funding agreement” under 37 C.F.R. § 401.2(a) and the non-Federal entity wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitut ion of parties, assignment or performance of experimental, developmental, or re search work under that “funding agreement,” the non - F e d e r a l e n t i t y m u s t c o m p l y w i t h t h e requirements of 37 C.F.R. Part 401 (Rights to Inventions Made b y Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements), and any implementing regulations issued by the Agency.

ii. The regulation at 37 C.F.R. § 401.2(a) currently defines “funding agreement” as any contract, grant, or cooperative agreement entered into between any Federal agency, other than the Tennessee Valley Authority, and any cont ractor for the performance of experimental, developmental, or research work funded in whole or in part by the Federal government. This term also includes a ny assignment, substitution of parties, or subcontract of any type entered into for the performance of experimental, developmental, or research work under a funding agreement as defined in the first sentence of this paragraph.

iii. This requirement does not apply to the Public Assistance, Hazard Mitigation Grant Program, Fire Management Assistance Grant Program, Crisis Counseling Assistance and Training Grant Program, Disaster Case Management Grant Program, and Federal Assistance to Individuals and Households – Other Needs Assistance Grant Program, as FEMA awards under these programs do not meet the definition of “funding agreement.”

F. Appendix II to Part 200 (G) – Clean Air Act and Federal Water Pollution Control Act:

If this contract is in excess of $150,000, Consultant shall com ply with all applicable standards, orders, or requirements issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amen ded (33 U.S.C. 1251-1387).

i. Pursuant to the Clean Air Act, (1) Consultant agrees to comp ly with all applicable standards, orders or regulations issued pursuant to the Clean A ir Act, as amended, 42 U.S.C. § 7401 et seq., (2) Consultant agrees to rep ort each violation to the Agency and understands and agrees that the Agency will, in turn, report each violation as required to assure notification to the Federal awarding agency and the appropriate Environmental Protection Agency Regi onal Office, 









 

 

 

43 City of Goleta
Amendment No. 1 to Holmes Structures Agreement No. 2022-070

and (3) Consultant agrees to include these requirements in each subcontract exceeding $150,000.

ii. Pursuant to the Federal Water Pollution Control Act, (1) Co nsultant agrees to comply with all applicable standards, orders or regulations iss ued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq., (2) Consultant agrees to report each violation to the Agency an d understands and agrees that the Agency will, in turn, report each violation as required to assure notification to the Federal awarding agency and the appropriate Environmental Protection Agency Regional Office, and (3) Consultant agrees to include these requirements in each subcontract exceeding $150,000.

G. Appendix II to Part 200 (H) – Debarment and Suspension: A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the gov ernment wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 C.F.R. part 1986 Comp., p. 189) and 12689 (3 C.F.R. part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.

i. This contract is a covered transaction for purposes of 2 C.F .R. pt. 180 and 2 C.F.R. pt. 3000. As such Consultant is required to verify that none of the Consultant, its principals (defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180. 940) or disqualified (defined at 2 C.F.R. § 180.935).

ii. Consultant must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these r egulations in any lower tier covered transaction it enters into.
iii. This certification is a material representation of fact re lied upon by Agency. If it is later determined that Consultant did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies ava ilable to the Agency, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment.

iv. Consultant warrants that it is not debarred, suspended, or otherwise excluded from or ineligible for participation in any federal programs. C onsultant also agrees to verify that all subcontractors performing work under this contract are not debarred, disqualified, or otherwise prohibited from partic ipation in accordance with the requirements above. Consultant further agrees to notify the Agency in writing immediately if Consultant or its subcontracto rs are not in compliance during the term of this contract.











 

 

 

44 City of Goleta
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H. Appendix II to Part 200 (I) – Byrd Anti-Lobbying Act: If this contract is in excess of $100,000, Consultant shall have submitted and filed the require d certification pursuant to the Byrd Anti-Lobbying Amendment (31 U.S.C. § 1353) . If at any time during the contract term funding exceeds $100,000.00, Consultant shall file with the Agency the Federal Standard Form LLL titled “Disclosure Form to Report Lobbying.” Consultants that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization fo r influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award . Such disclosures are forwarded from tier to tier up to the recipient.

I. Appendix II to Part 200 (J) – Procurement of Recovered Materials:

i. Consultant shall comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requ irements of Section 6002 include procuring only items designated in guid elines of the Environmental Protection Agency (EPA) at 40 C.F.R. part 247 tha t contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establi shing an affirmative procurement.

ii. In the performance of this contract, the Consultant shall m ake maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired: Competitively within a timefram e providing for compliance with the contract performance schedule; Meeting cont ract performance requirements; or At a reasonable price.

iii. Information about this requirement, along with the list of EPA-designate items, is available at EPA’s Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg- program.

5. MISCELLANEOUS PROVISIONS

A. The Consultant shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA preapproval.











 

 

 

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B. This is an acknowledgement that FEMA financial assistance wi ll be used to fund the contract only. The Consultant will comply with all applicable f ederal law, regulations, executive orders, FEMA policies, procedures, and directives.

C. Consultant acknowledges that 31 U.S.C. Chapter 38 (Administr ative Remedies for False Claims and Statements) applies to the Consultant’s actions pertaining to this contract.

D. The Federal Government is not a party to this contract and i s not subject to any obligations or liabilities to the Agency, Consultant, any subco ntractors or any other party pertaining to any matter resulting from the contract.

E. General and Administrative Expenses And Profit For Time And Materials Contracts/Amendments.

i. General and administrative expenses shall be negotiated and must conform to the Cost Principles.

ii. Profit shall be negotiated as a separate element of the cos t. To establish a fair and reasonable profit, consideration must be given to the complexity of the work to be performed, the risk borne by the Consultant , the Consultant’s investment, the amount of subcontracting, the quality of its record of past performance, and industry profit rates in the surrounding geographical area for similar work.

iii. Any agreement, amendment or change order for work performe d on a time and materials basis shall include a ceiling price that Consultant exceeds at its own risk.

5. Except as otherwise specifically provided herein, all other provisions of the Agreement shall remain in full force and effect.

In concurrence and witness whereof, this Amendment No. 1 has been executed by the parties effective on the date and year first above written.

CITY OF GOLETA CONSULTANT

Robert Nisbet, City Manager Nina Mahjoub, Principal











 

 

 

46 City of Goleta
Amendment No. 1 to Holmes Structures Agreement No. 2022-070

ATTEST:

Deborah Lopez, City Clerk Denny Kwan, Principal

APPROVED AS TO FORM:

MEGAN GARIBALDI, CITY ATTORNEY

Winnie Cai, Assistant City Attorney











 

 

 

47 City of Goleta
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EXHIBIT A-1

SCOPE OF WORK

CONSULTANT performed design work and developed construction doc umentation for Seismic Improvements at the Goleta Community Center. The City i s now working to obtain building permits and entitlements and is preparing procu rement and contract documents to commence the work.

For these next steps, the City will need assistance from CONSULTANT in the following capacity:

1) Under a separate agreement, CITY has contracted with Project Partners, Inc. to develop project bid and contract documents. CONSULTANT’S plans and specifications are a primary component of the ultimate bid pack age. From time to time, at City’s request, CONSULTANT will collaborate with Project Partners, Inc. to provide design advice and analysis and review of draft documents.

2) Respond to plan check comments from permitting agencies.

3) Provide regularly updated engineering and construction cost estimates to reflect current market prices and construction start dates.

4) Review, revise and develop design and documentation as neede d in relation to building permits, grant requirements, procurement, construction , plan and specifications, bid documents, and contract documents.

5) Advise City and City contractors on issues that may arise or tasks related to project construction, and post-construction documentation.

Work performed by CONSULTANT in this capacity and under this Agreement will be billed pursuant to the Schedule of Fees set forth in Exhibit B.











 

 

 

48 ATTACHMENT 4

Professional Services Agreement No. 2022-070 with Holmes Structures

49 City of Goleta
General Services Department and Holmes Structures

Project Name: Design Services for Capital Projects at Goleta Community Center

AGREEMENT FOR PROFESSIONAL DESIGN SERVICES

BETWEEN THE CITY OF GOLETA
AND

HOLMES STRUCTURES

This AGREEMENT FOR PROFESSIONAL DESIGN SERVICES (herein referred to as “AGREEMENT”) is made and entered into this _____ ___ day of ______ , 2022, by and between the CITY OF GOLETA, a municipal corporation (herein referred to as "CITY"), and HOLMES STRUCTURES , a California Registered Partnership (herein referred to as "CONSULTANT").

SECTION A. RECITALS

1. The CITY has a need for professional design services for cap ital projects at the Goleta Community Center; and

2. The CITY does not have the personnel able and/or available t o perform the services required under this AGREEMENT, and therefore, the CITY desires to contract for professional services to accomplish this work; and

3. The CITY procured these services in compliance with Goleta M unicipal Code Section 3.05.260; and,

4. The City Manager approved this AGREEMENT pursuant to Goleta Municipal Code section 3.05.070.

SECTION B. TERMS

1. RETENTION AS CONSULTANT
CITY hereby retains CONSULTANT, and CONSULTANT hereby accepts such engagement, to perform the services described in Section 2 .

CONSULTANT warrants it has the qualifications, experience, and facilities to properly and timely perform said services.

2. DESCRIPTION OF SERVICES
Professional Design Services in conjunction with Goleta Communi ty Center Capital Projects shall generally include design services as more particularly set forth in the Scope of Work, attached as Exhibi t "A," and incorporated herein


















50 City of Goleta
General Services Department and Holmes Structures

3. COMPENSATION AND PAYMENT
(a) Maximum and Rate . The total compensation payable to CONSULTANT by CITY for the services under this AGREEMENT SHALL NOT EXCEED the sum of $30,000.00 (herein "not to exceed amount"), and sha ll be earned as the work progresses on the following basis:

Hourly at the hourly rates and with reimbursement to CONSULTANT for those expenses set forth in CONSULTANT's Schedule of Fees marke d Exhibit "B," attached and incorporated herein. The rates and expenses set forth in that exhibit shall be binding upon CONSULTANT until June 30, 2023, a fter which any change in said rates and expenses must be approved in writing by CITY's Project Manager as described in Section 5 (CITY is to be given 60 days notice of any rate increase request), provided the not to exceed amount is th e total compensation due CONSULTANT for all work described under this AGREEMENT.
(b) Payment . CONSULTANT shall provide CITY with written verification of the actual compensation earned, which written v erification shall be in a form satisfactory to CITY's Project Manager, as described in Section 5.

Invoices shall be made no more frequently than on a monthly basis, and describe the work performed (including a list of hours worked by personn el classification).

All payments shall be made within 30 days after CITY’s approval of the invoice.

4. EXTRA SERVICES
CITY shall pay CONSULTANT for those CITY authorized extra servi ces, not reasonably included within the services described in Sectio n 2, as mutually agreed to writing in advance of the incurrence of extra service s by CONSULTANT. Unless CITY and CONSULTANT have agreed in writing b efore the performance of extra services, no liability and no right to claim compensation for such extra services or expen ses shall exist. The applicabl e hourly rates for extra services shall be at the hourly rates set forth in Exhibi t B, if one is included as part of this agreement. Any compensation for extra services shall be part of the total compensation and shall not increase the not to exceed amount identified in Section 3.

5. CITY PROJECT MANAGER AND SERVICES BY CITY
The services to be performed by CONSULTANT shall be accomplishe d under the general direction of, and coordinate with, CITY's "Pr oject Manager", as that staff person is designated by CITY from time to time, and who presently is Matthew Fore, General Services Director. Project Manager shall have the authority to act on behalf of the CITY in administering this AG REEMENT but shall not be authorized to extend the term of the AGREEMENT or increase the not to exceed amount.












51 City of Goleta
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6. TERM, PROGRESS AND COMPLETION
The term of this AGREEMENT is from the date first written above to June 30, 2023, unless term of this AGREEMENT is extended, or the AGR EEMENT is terminated as provided for herein.

CONSULTANT shall not commence work on the services to be perfor med until (i) CONSULTANT furnishes proof of insurance as required b y Section 10 below, and (ii) CITY gives written authorization to proceed with the work provided by CITY's Project Manager.

7. OWNERSHIP OF DOCUMENTS
All drawings, designs, data, photographs, reports and other documentation (other than CONSULTANT's drafts, notes and intern al memorandum), including duplication of same prepared by CONSULTA NT in the performance of these services, are the property of CITY. CITY shall be entitled to immediate possession of the same upon completion of the work under this his AGREEMENT, or at any earlier or later time when requested by CI T Y . C I T Y agrees to hold CONSULTANT, its employees, and its subconsultants harmless from all damages, claims, expenses, and losses arising out of a ny reuse of the plans and specifications for purposes other than those describe d in this AGREEMENT, unless written authorization of CONSULTANT is first obtained.

8. PERSONAL SERVICES/NO ASSIGNMENT/SUBCONTRACTOR
This AGREEMENT is for professional services which are personal to CITY. Nina Mahjoub, P.E. LEED AP is deemed to be specially ex perienced and is a key member of CONSULTANT's firm, and shall be directly inv olved in the performance of this work. This key person shall communicate wi th, and periodically report to, CITY on the progress of the work. Shou ld any such individual be removed from assisting in this contracted work for any reason, CITY may terminate this AGREEMENT. This AGREEMENT may not be assigne d or subcontracted without the City Manager’s prior written consent, except in regard to the following subcontractors:
• Page & Turnbull, John Lesak, Historic Preservation Consultation • Cumming, Trevor Shulters, Cost Estimation Services
• Fugro, Gregory S. Denlinger, Geotechnical Engineering Services

9. HOLD HARMLESS AND INDEMNITY
( a ) I n d e m n i f i c a t i o n a n d D e f e n s e f o r P r o fessional Service. To the fullest extent permitted by law, Consultant shall indemnify, de fend and hold harmless the CITY and any and all of its officials, employees a nd agents (“Indemnified Parties”) from and against any and all claims, lo sses, liabilities, damages, costs and expenses, including attorney’s fees and cost s, to the extent 











52 City of Goleta
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they arise out of, pertain to, or relate to the negligence, rec klessness, or willful misconduct of the CONSULTANT. CONSULTANT’s duty to defend shall consist of reimbursement of defense costs incurred by CITY in direct pr oportion to the CONSULTANT’s proportionate percentage of fault. CONSULTANT’s pe rcentage of fault shall be determined, as applicable, by a court of law, jury or arbitrator. In the event any loss, liability or damage is incurred by way of s ettlement or resolution without a court, jury or arbitrator having made a determination of the CONSULTANT’s percentage of fault, the parties agree to mediatio n with a third party neutral to determine the CONSULTANT’s proportionate perce ntage of fault for purposes of determining the amount of indemnity and defense c o s t reimbursement owed to the CITY.
(b) For All Other Liabilities. Notwithstanding the foregoing and without diminishing any rights of CITY, for any liability, claim, deman d, allegation against CITY arising out of, related to, or pertaining to any act or om ission of CONSULTANT, but which is not a design professional service, CONSULTANT shall defend, indemnify, and hold harmless CITY, its officials, employees, and agents (“Indemnified Parties”) from and against any and all dam ages, costs, expenses (including reasonable attorney fees and expert witness f e e s ) , judgments, settlements, and/or arbitration awards, whether for personal or bodily injury, property damage, or economic injury, and arising out of , related to, any concurrent or contributory negligence on the part of the CITY, except for the sole or active negligence of, or willful misconduct of the CITY. ( c ) N o W a i v e r . ClTY does not waive, nor shall be deemed to have waived, any indemnity, defense or hold harmless rights under th is section because of the acceptance by CITY, or the deposit with CITY, of any insurance certificates or policies described in Section 10.

10. INSURANCE
CONSULTANT shall, at CONSULTANT's sole cost and expense, provid e insurance as described herein. All insurance is to be placed w ith insurers authorized to do business in the State of California with an A. M. Best and Company rating of A- or better, Class VII or better, or as othe rwise approved by CITY.

Insurance shall include the following (or broader) coverage:
a) Insurance Services Office Commercial Liability coverage “occurrence” form CG 00 01 or its exact equivalent with an edit ion date prior to 2004 and with minimum limits of $1,000,000 per occurrence and $2,000,000 general aggregate.
b) Insurance Services Office form number CA 00 01 or equivalent covering Automobile Liability, including hired and non-owned automobile liability with a minimum limit of $1,000,000 per acc ident. 











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If the Service Provider owns no vehicles, this requirement may be satisfied by a non-owned and hired auto endorsement to Service Provider’s commercial general liability policy.
c) Workers’ Compensation insurance complying with California worker’s compensation laws, including statutory limits for workers’ compensation and an Employer’s Liability limit of $1,000,000 per accident or disease.
d) Professional liability insurance that covers the services to b e performed in connection with this agreement, in the minimum amount of $1,000,000 per claim.

Liability insurance policies required to be provided by CONSULT ANT hereunder shall contain or be endorsed to contain the following provisions:
a) Except for professional liability insurance, CITY, its emplo yees, officials, agents and member agencies shall be covered as additional insureds. Coverage shall apply to any and all liabi lity arising out of the work performed or related to the contract.

Additional insured status under the general liability requireme nt shall be provided on Insurance Services Office Form CG 20 10, with an edition date prior to 2004, or its equivalent. Additional insu red status for completed operations shall be provided either in the additi onal insured form or through another endorsement such as CG 20 37, o r its equivalent.
b) General and automobile liability insurance shall apply separ ately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer’s liability. Coverage will not be limited to CITY’s vicarious liability.
c) Professional liability insurance policies inception date, co ntinuity date, or retroactive date must be before the effective date of this agreement. CONSULTANT agrees to maintain continuous coverage through a period no less than three years after completion of t he services required by this agreement.
d) Except for professional liability insurance, liability cover age shall be primary and non-contributing with any insurance maintained by CITY.
e) Evidence of coverage (including the workers’ compensation an d employer’s liability policies) shall provide that coverage shal l not be suspended, voided, canceled or reduced in coverage or in limits except after 30 days’ prior written notice has been given to CI TY. 











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Such provision shall not include any limitation of liability of the insurer for failure to provide such notice.
f) No liability insurance coverage provided to comply with this AGREEMENT shall prohibit CONSULTANT, or CONSULTANT’s
employees, or agents, from waiving the right of recovery prior to a loss. CONSULTANT waives its right of recovery against CITY. g) CONSULTANT agrees to deposit with CITY within fifteen days o f Notice to Proceed of the Contract certificates of insurance and required endorsements.
h) There shall be no recourse against CITY for payment of premi ums or other amounts with respect to the insurance required to be prov ided by CONSULTANT hereunder. Any failure, actual or alleged, on th e part of CITY to monitor compliance with these requirements will not be deemed as a waiver of any rights on the part of CITY. CITY has no additional obligations by virtue of requiring the insurance set forth herein. In the event any policy of insurance required under th is AGREEMENT does not comply with these requirements or is canceled and not replaced, CITY has the right but not the duty to obtain the insurance it deems necessary and any premium paid by CITY will be promptly reimbursed by CONSULTANT or CITY will withhold amounts sufficient to pay premium from CONSULTANT payments.
i) CONSULTANT agrees to provide immediate notice to CITY of any claim or loss against CONSULTANT arising out of the work performed under this AGREEMENT. CITY assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve CITY.

11. RELATIONSHIP OF CONSULTANT TO CITY
The relationship of the CONSULTANT to CITY shall be that of an independent contractor and that in no event shall CONSULTANT be considered an officer, agent, servant or employee of CITY. CONSULTANT sha ll be solely responsible for any workers compensation insurance, withholding taxes, unemployment insurance, and any other employer obligations asso ciated with the described work.

12. CORRECTIONS
In addition to the above indemnification obligations, CONSULTAN T shall correct, at its expense, all errors in the work that may be dis closed during CITY's review of CONSULTANT's report or plans. Should CONSULTANT fail to make 











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such correction in a reasonably timely manner, such correction shall be made by CITY, and the cost thereof shall be charged to CONSULTANT or wi thheld from any funds due to CONSULTANT hereunder.

13. TERMINATION BY CITY
CITY, by notifying CONSULTANT in writing, may upon 10 calendar days notice, terminate without cause any portion or all of the servi ces agreed to be performed under this AGREEMENT. If termination is for cause, n o notice period need be given. In the event of termination, CONSULTANT shall h ave the right and obligation to immediately assemble work in progress for the purpose of closing out the job. All compensation for actual work performe d and charges outstanding at the time of termination shall be payable by CITY t o CONSULTANT within 30 days following submission of a final state ment by CONSULTANT unless termination is for cause. In such event, CON SULTANT shall be compensated only to the extent required by law.

14. ACCEPTANCE OF FINAL PAYMENT CONSTITUTES RELEASE
The acceptance by CONSULTANT of the final payment made under th is AGREEMENT shall operate as and be a release of CITY from all cl aims and liabilities for compensation to CONSULTANT for anything done, f urnished, or relating to CONSULTANT'S work or services. Acceptance of payme nt shall be any negotiation of CITY's check or the failure to make a written extra compensation claim within 10 calendar days of the receipt of th at check.

However, approval or payment by CITY shall not constitute, nor be deemed, a release of the responsibility and liability of CONSULTANT, its employees, subcontractors, agents and CONSULTANTs for the accuracy and com petency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by CITY for any defect or error in the work prepared by CONSULTANT , its employees, subcontractors, agents and consultants.

15. AUDIT OF RECORDS
At any time during normal business hours and as often as it may d e e m necessary, CONSULTANT shall make available to a representative of CITY for examination of all its records with respect to all matters cove red by this AGREEMENT and will permit CITY to audit, examine and/or reprodu ce such records. CONSULTANT will retain such financial records, time s heets, work progress reports, invoices, bills and project records for at le ast two years after termination or final payment under this AGREEMENT.

16. WAIVER; REMEDIES CUMULATIVE
Failure by a party to insist upon the strict performance of any of the provisions of this AGREEMENT by the other party, irrespective o f the length of 











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time for which such failure continues, shall not constitute a w aiver of such party's right to demand strict compliance by such other party in the fu ture. No waiver by a party of a default or breach of the other party shall be effective or binding upon such party unless made in writing by such party, and no such wa iver shall be implied from any omissions by a party to take any action with r espect to such default or breach. No express written waiver of a specified de fault or breach shall affect any other default or breach, or cover any other pe riod of time, other than any default or breach and/or period of time specified. Al l of the remedies permitted or available to a party under this AGREEMENT, or at l aw or in equity, shall be cumulative and alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with resp ect to any other permitted or available right of remedy.

17. CONFLICT OF INTEREST
CONSULTANT is unaware of any CITY employee or official that has a financial interest in CONSULTANT'S business. During the term o f this AGREEMENT and/or as a result of being awarded this AGREEMENT, CONSULTANT shall not offer, encourage or accept any financial interest in CONSULTANT'S business by any CITY employee or official.

18. CONSTRUCTION OF LANGUAGE OF AGREEMENT
The provisions of this AGREEMENT shall be construed as a whole according to its common meaning of purpose of providing a publi c benefit and not strictly for or against any party. It shall be construed consistent with the provisions hereof, in order to achieve the objectives and purpo ses of the parties.

Wherever required by the context, the singular shall include th e plural and vice versa, and the masculine gender shall include the feminine or n eutral genders or vice versa.

19. MITIGATION OF DAMAGES
In all situations arising out of this AGREEMENT, the parties sh all attempt to avoid and minimize the damages resulting from the conduct of the other party.

20. GOVERNING LAW
This AGREEMENT, and the rights and obligations of the parties, shall be governed and interpreted in accordance with the laws of the Sta te of California.

Should litigation occur, venue shall be in Superior Court of Sa nta Barbara County.

21. NONDISCRIMINATION












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CONSULTANT shall not discriminate on the basis of race, color, gender, gender identity/expression, pregnancy, sexual orientation, disa bility, marital status, or any other characteristic protected under applicable federal or state law.

22. Taxpayer Identification Number
CONSULTANT shall provide CITY with a complete Request for Taxpa yer Identification Number and Certification, Form W-9 (Rev. October 2018), as issued by the Internal Revenue Service.

23. Non-Appropriation of Funds
Payments due and payable to CONSULTANT for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of CITY funds. In the event CITY ha s not appropriated sufficient funds for payment of CONSULTANT service s beyond the current fiscal year, this AGREEMENT shall cover only those cost s incurred up to the conclusion of the current fiscal year.

24. Modification of AGREEMENT
The tasks described in this AGREEM ENT and all other terms of th is AGREEMENT may be modified only upon mutual written consent of CITY and CONSULTANT.

25. Use of the term “CITY”
Reference to “CITY” in this AGREEMENT includes City Manager or any authorized representative acting on behalf of CITY.

26. Permits and Licenses
CONSULTANT, at its sole expense, shall obtain and maintain duri ng the term of this AGREEMENT, all appropriate permits, licenses, and certificates that may be required in connection with the performance of services under this AGREEMENT.

27. CAPTIONS
The captions or headings in this AGREEMENT are for convenience only and in no other way define, limit or describe the scope or inte nt of any provision or section of the AGREEMENT.

28. AUTHORIZATION
Each party has expressly authorized the execution of this AGREE MENT on its behalf and bind said party and its respective administra tors, officers, directors, shareholders, divisions, subsidiaries, agents, emplo yees, successors, 











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assigns, principals, partners, joint venturers, insurance carriers and any others who may claim through it to this AGREEMENT.

29. ENTIRE AGREEMENT BETWEEN PARTIES
Except for CONSULTANT'S proposals and submitted representations for obtaining this AGREEMENT, this AGREEMENT supersedes any other agreements, either oral or in writing, between the parties here to with respect to the rendering of services, and contains all of the covenants an d agreements between the parties with respect to said services.

30. PARTIAL INVALIDITY
If any provision in this AGREEMENT is held by a court of compet ent jurisdiction to be invalid, void or unenforceable, the remainin g provisions will nevertheless continue in full force without being impaired or i nvalidated in any way.

31. NOTICES
Any notice required to be given hereunder shall be deemed to ha ve been given by depositing said notice in the United States mail, post age prepaid, and addressed as follows:

TO CITY: Attention: Michelle Greene, City Manager
City of Goleta
130 Cremona Drive, Suite B
Goleta, CA 93117
TO CONSULTANT: Atte ntion: Nina Mahjoub, P.E. LEED AP
Holmes Structures
523 West 6th Street, Suite 1122
Los Angeles, CA 90014

32. COUNTERPARTS AND ELECTRONIC/FACSIMILE SIGNATURES
This Agreement may be executed in several counterparts, which may be facsimile or electronic copies. Each counterpart is fully effective as an original, and together constitutes one and the same instrument.

In concurrence and witness whereof, this AGREEMENT has been executed by the parties effective on the date and year first above written.













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CITY OF GOLETA CONSULTANT

_____________________________ ___________________________ __ Michelle Greene, City Manager Nina Mahjoub, Principal

A T T E S T

_____________________________ _____________________________ Deborah Lopez, City Clerk Denny Kwan, Principal

APPROVED AS TO FORM:

MEGAN GARIBALDI, CITY ATTORNEY

_____________________________
Winnie Cai, Assistant City Attorney













60 City of Goleta
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EXHIBIT A

SCOPE OF WORK

CONSULTANT performed design work and developed construction documentation for Seismic Improvements at the Goleta Community Center. The City is now working to obtain building permits and entitlements and is preparing procurement and contract documents to commence the work.

For these next steps, the City will need assistance from CONSUL TANT in the following capacity:
1) Under a separate agreement, CITY has contracted with Project P artners, Inc. to develop project bid and contract documents. CONSULTANT’S plans and specifications are a primary component of the ultimate bid pack age. From time to time, at City’s request, CONSU LTANT will collaborate with Proje ct Partners, Inc. to provide design advice and analysis and review of draft documents. 2) Responding to plan check comments from permitting agencies. 3) Revising design and documentation as needed in relation to b uilding permits, grant requirements, procurement and construction.
4) Advising City and City contra ctors on issues that may arise or tasks related to project construction, and post-construction documentation.

Work performed by CONSULTANT in this capacity and under this Ag reement will be billed pursuant to the Schedule of Fees set forth in Exhibit B.













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EXHIBIT B

SCHEDULE OF FEES
Work performed by Consultant shall be billed on a time and mate rials basis pursuant to the rate schedule below. Where discrete deliverables are known, City Staff, or City’s contracted project manager, Project Partners, Inc. may issue task orders to be billed at the rates below.

All time and materials are charged at consultant's current standard hourly rates.

Consultant's standard hourly rate schedule is:

Subcontractors
Work performed by Holmes’ sub-Consultant shall be billed on a t ime and materials basis pursuant to the rate schedule below. Where disc rete deliverables are known, City Staff, or City’s contracted project manager, Pr oject Partners, Inc. may issue task orders to be billed at the rates below.

Page & Turnbull – Architectural & Historic Consulting

x Principal in Charge: $260.00
x Project Manager: $190.00
x Project Architect: $150.00
x Cultural Resource Planner: $145.00

Fugro Western US – Geotechnical Services
Analysis, Consultation and Report Preparation
Fees for Fugro professional services, including project adminis tration and travel time between home office and project locations, are based on th e time of professional, technical, and other support personnel directly applied to the project. Rates for overtime (other than as described below), we ekend work, and Principal $275-$325 Structural Designer $140
Associate Principal $220-250 Senior Revit Specialist $165 Senior Engineer $185-200 Revit Specialist $140 -$160
Project Engineer $150-170 Administration $85













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emergency response will be quoted upon request. Personnel parti cipating in judicial proceedings, whether it be expert of witness testimony, delivery of depositions, consultation to legal counsel, or preparation for such, will be billed at $400 per hour. Rates for overtime (other than as described belo w), weekend work, and emergency response will be quoted on request.

PROFESSIONAL STAFF HOURLY RATE Staff Professional……………………………………………………………………………………………………………………$135 Senior Staff Professional...………………………………………………………………………………………………………$155 Project Professional...…………………………………………………………………………………………………………..…$170 Senior Project Professional...………………………………………………………………………………………….………$180 Senior Professional...………………………………………………………………………………………………………………$200 Associate Professional...…………………………………………………………………………………………………………$215 Principal Professional...……………………………………………………………………………………………………..……$250 Vice President / Senior Principal Professional...……………………………………………………………………..$300

TECHNICAL AND OFFICE STAFF HOURLY RATE Office Assistant...………………………………………………………………………………………………………………………$78 Technical Assistant/Records Coordinator...……………………………………………………………………………...$95 Word Processor/Clerical...………………………………………………………………………………………………………$100 Laboratory Technician...………………………………………………………………………………………………………....$110 Graphics Illustrator...………………………………………………………………………………………………………………$125 HSE Manager...………………………………………………………………………………………………………………………$180 Engineering Field Technician – Non-Prevailing Wage, Straight Time……………………………………$125 Engineering Field Technician – Prevailing Wage, Straight Time……………………………………………$145 Overtime Rates for Technical and Office Staff
a. Saturdays or over 8 hours/day during weekdays…………………………………...1.5 x straight time b. Saturdays over 8 hours or Sunday/holidays……………………………………………2.0 x straight time c. Swing or graveyard shift premium………………………………………………………….1.3 x straight time

OTHER DIRECT CHARGES
Outside Services..…………………………………………………………………………….................................Cost Plus 15% Prevailing Wage/Certified Payroll..……………………………………………………..…………………….….....$200/day Automobiles..……………………………………………………………………………………....IRS Standard Mileage Rate Basic Field Vehicle..…………………………………………………………………………….......................................$100/day Field Vehicle with Sampling and Logging Equipment..…………………………………………………..$200/day IMASW Equipment..…………………………………………………………………………….....................................$400/day Topcon IS Imaging Station / DGPS..……………………………………………………………………………….$200/day Rope Safety Equipment..……………………………………………………………………………………………......$165/day Toughbook Computers..……………………………………………………………………………..............................$50/day Workstation Applications..……………………………………………………………………………..........................$50/day Generator..……………………………………………………………………………..........................................................$25/day Trench Supplies..……………………………………………………………………………...............................................$5/foot Plotter Generated Maps..……………………………………………………………………………............................$5/sheet Copies (photocopy) ..…………………………………………………………………………….................................$15/sheet













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HARDWARE/SOFTWARE INTERPRETIVE PROGRAMS
SMT/Fledermaus.………………………………………………… ……………………………………………………………$25/hr GIS/ACAD.…………………………………………………..……………………………………………………………………...$25/hr Finite Element/Finite Different Packages.……………………………………………………………………………$25/hr Seismic Data Processing.…………………………………………………………………………………………………….$25/hr

LABORATORY AND SPECIALTY TESTING AND EQUIPMENT See Separate Sch edules

*Outside services include subcontracted services, outside consultants, outside laboratory testing, equipment rentals, outside reproduction and photographic work, travel and subsistence, field supplies, and any other out of pocket expenses directly related to the project.

Fee Schedule is subject to periodic revision, typically at the first of the year.













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2020 Western US Projects
Laboratory and Materials Testing Fee Schedule
Classification T e s t s
Moisture Content (ASTM D2216) ............................................$ 28 Moisture and Density (ASTM D2937).....................................$ 50 - add for shelby tube with above tests........................$ 25 Reaction with HCl (ASTM D2488).............................................$ 10 Irregular Shape Density (USACE) ..............................................$ 55 Plastic and Liquid Limits, wet prep, 3 point LL
(ASTM D4318) ...................................................................................$ 180 Specific Gravity (ASTM D854).....................................................$ 130 Organic Content (ASTM D2974) ...............................................$ 100
Sand Equivalent (ASTM D2419) ................................................$ 95 Sieve Analysis, up to 8 sieves (ASTM D422)........................$ 120 - add for each additional sieve in stack....................... 10 - add for coarse fraction (>#4 sieve) ............................$ 80 Percent Passing #200 Sieve (ASTM D1140) ........................$ 85 Hydrometer and Sieve (ASTM D422) .....................................$ 175 Processing Clay Shales (USACE)................................................$ 75 Tests listed above include classification (ASTM D2488 or D2487)
Volume Change Tests
Incremental Consolidation (ASTM D2435)
- up to 8 load increments...................................................$ 400 - additional load increment...............................................$ 50 Constant Rate of Strain Consolidation
- to 16 ksf max (ASTM D4186).........................................$ 425 - with intermediate rebound and reload....................$ 5 0 0 Expansion Index (ASTM D4829/UBC 29-1)..........................$ 235 Swell and Collapse Tests
- wet after load, 4 point (ASTM D4546-A) .................$ 600 - wet after load, 1 point (ASTM D4546-B) .................$ 160 - load after wet, 1 point (ASTM D4546-C) .................$ 200 Static Strength Tests
Hand Penetrometer.........................................................................$ 15 Torvane..................................................................................................$ 25 Miniature Vane (ASTM D4648)..................................................$ 5 0 Miniature Vane with Residual ....................................................$ 55 Unconfined Compression
- *Consolidated Undrained with pore pressure
measurements, per point (ASTM D4767)............................. $ 500
- *Consolidated Drained, per point (USACE)............ $ 650 Direct Shear, 3 points, (ASTM D3080).................................... $ 450 - add for residual strength, per point .......................... $ 50 Point Load Index (ASTM D5731) .............................................. $ 60 *Multiply single point rate by 2 for up to 3 stages of
consolidated, drained or undrained staged triaxial tests Hydraulic Conductivity Tests
Constant Head, 2-3” Dia. (ASTM D2434).............................. $ 290 Constant Head, 6” Dia. Includes remolding
(ASTM D2434).................................................................................... $ 375 Flexible Wall (ASTM D5084)........................................................ $ 400 - add for additional effective stress .............................. $100

Clay Properties & Chemistry Tests
Double Hydrometer (ASTM D4221) ...................................... $ 290 Pinhole Dispersion (ASTM D4647) ......................................... $ 270 Crumb Test (ASTM 6572) ........................................................... $ 45 X-Ray Diffraction ........................................................................... $ 300 Soil Chemistry for Corrosion
(pH, chloride, sulfate, resistivity) .....................................$ 250 pH (soil or water)................................................................... $ 55 Earthwork Tests
Standard Proctor, 4 points (ASTM D698)
- 4-inch mold............................................................................ $ 210 - 6-inch mold............................................................................ $ 245 Modified Proctor, 4 points (ASTM D1557)
- 4-inch mold............................................................................ $ 250 - 6-inch mold............................................................................ $ 275 California Impact Compaction (Cal 216)............................... $ 250 Moisture - Density Check Point

Maximum ........................................................... $ 315 Minimum ............................................................ $ 135 R-Value (ASTM D2844/Cal 301) $ 320
Treated Soil ........................................................ $ 335 Aggregate Base .................................................. $ 345 - Soil (ASTM D2166) .......................................... $ 110 - Rock, excludes strain (ASTM D7012-C) ............ $ 140 - Rock, with axial strain (ASTM D7012-D) ........... $ 275 - add for radial strain ........................................... $ 125 Triaxial Compression
- Unconsolidated Undrained (ASTM D2850) ....... $ 155
- add for back pressure saturation....................... $ 100 - 4-inch mold ....................................................... $ 80 - 6-inch mold ....................................................... $ 105 - add for rock correction for above ....................... $ 9 0 Cement/ Lime Treatment
- Moisture/Density Relation (ASTM D558) $

280
- Wet & Dry Cycles, 2 spec., (ASTM D559) ......... $ 510 - Strength, w/ molding, (ASTM D1633) ................ $ 95 - Est. pH for Stabilization, (ASTM D6276) ........... $ 210 Index Density and Unit Weight (ASTM D4253)













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Base with Admixture ................................ ......................... $ 360 CBR, per point (ASTM D1883) ................................ ................. $ 340 Proctor Compaction with above CBR ................................ ... $ 210 Surcharge for Admixture ................................ ........................... $ 50 Sample Preparation for Soil with PI>20 .............................. $ 55 Aggregate Tests
Sieve Analysis ( A STM C136/Cal202)
- Coarse Aggregate ...............................................................$ 80 - add for samples > 5000g................................................$ 30 - Fine Aggregate ............. ................................................. . .....$ 120 Sand Equivalent (ASTM D2419/Cal 217)...............................$ 95 Cleanness Value (ASTM C142/Cal 227) .................................$ 150 Durability Index (ASTM C3744/Cal 2 29)
- Coarse Fr action........................................... . .........................$ 140 - Fine Fraction ..........................................................................$ 140 Specific Gravity & Absorption
- Coarse Aggregate (ASTM C127/Cal206) ............. ...$ 80 - Fine Aggregate (ASTM C128/Cal 207) .. . .................$ 125 % Crushed Particles, per f raction
(ASTM D5821/Cal 205) ..................................................................$ 100 Flat & Elongated Particles (ASTM D4791)............... .............$ 180 Uncompacted Void Content of Fi n e Aggregate
(AASHTO T304)..................................................................................$ 200 Moisture Content (ASTM C566) ...............................................$ 60 Sulfate Soundness, per fraction
(ASTM C88/Cal 214)....... . ................................................................$ 125 L.A. Abrasion 500 rev. (ASTM C131/Cal 211)......................$ 215 - add for 100 rev .............................................. ............. $ 50 Percent Passing #200 Sieve (AST M C117) ..........................$ 85 Unit Weight and Voids (ASTM C29/Cal 212) ......................$ 95 Organic Impurities (ASTM C40).................................................$ 50 Asphalt Concrete Tests
Stabilometer Value, 3 briquettes
(ASTM D156 0 /Cal 366) ..................................................................$ 350 Lab Compacted Unit Weight
- each briquette (Cal 304/Cal 308) ............................... $ 110 - surcharge for rubberized AC ................................ ....... $ 20 Unit Weight of AC Cores (Cal 308) ................................ ........ $ 65 Theoretical Max. S.G. (Ca l 309) ................................ ................ $ 150 Extraction and Sieve (ASTM D2172/D5444) ....................... $ 315 Asphalt Content by Ignition (Cal 382) ................................ .. $ 150 Calibration Curve for Ignition Test ................................ ......... $ 350 Slurry Wet Track Abrasion (ASTM D3910) .......................... $ 95 Concrete, Ma sonry, and Steel Tests
Concrete Compression
- Each 6 x12 or 4x8 Cylinder (ASTM C39).................... $ 35 - Add for Elastic Modulus (ASTM C469) ..................... $ 185 - Hold or Additional Test.................................................... $ 35 - Li ght Weight Concrete (CTM 548).................... . ......... $ 40 Cylinder Molds with Lids .............................................................. $ 8 Compression of Core (ASTM C42)........................................... $ 90 Shrinkage of Mort ar and Concrete 3 Bars
(ASTM C157)................. . ........................................................... $ 440 Unit Weight of Concrete Cylinders
- Air - Dried.................................................................................. $ 30 - Oven - Drie d ............................................... . ............................ $ 40 Shotcrete Panel, Lab Coring & Compression
- 3 cores (ASTM C42)............................................................ $ 375 Grout and Mortar Compression (ASTM C39)
- Grout . ............................................... . ........................................ $ 45 - Mortar....................................................................................... $ 40 Composite Prism Compression (ASTM E447)
- 8x8 ................................ ................................ .......................... Quote - 8x12 ................................ ................................ ........................ Quote - 8x16 ................................ ................................ ........................ Quote CMU Block Compression (ASTM C140) ................................ .... Quote CMU Absorption & Moisture (ASTM C140)........................ $ 95 Concrete Moisture Emission Test Kit, each ......................... $ 60 Rebar - Tensile and Bend (ASTM A - 370) ................................ . Quote Miscellaneous Laborat ory Tests and Charges
Sample Remold Surcharge.... ...................................................... $ 50 Special Processing ................................ ............................... Hourly Rates Extrude Tube Sample and Visually Classify ......................... $ 70 Sample Tube Cutting, each cut ............ ..................................... $ 25 Sample Preparation - Non - Routine ........................................ $ 100 Steel Drum - 55 Gallon with Lid................................................ $ 80 Gas Powered Generator........................... ..................................... $ 80 Shelby Tube with Caps .................................................................. $ 45 Addition of So il Admixtures and Curing............................... $ 95 Capping of Strength Test ................... .......................................... $ 40 W eight of Roofing Materials (ASTM D2829)...................... $ 50 Density of Sprayed Fireproofing Materials.......................... $ 60 Static Friction Test
- Per Surface Location (ASTM C1028)............. ............. $ 375 Coring Equip/Bit Charge, per h alf day................................... $ 85 Bit Charge - Difficult Materials, per half day....................... $ 100 Specimen End Prep
- Less than 4” Diameter, per cut .............................. $ 12 - 4” to 8” Diameter, per cut ................................ ..... $ 18 Special Capping of Specimen ................................ .................. $ 40 Patc h or Grout Core Hole ................................ .......................... $ 35













66 City of Goleta
General Services Department and Holmes Structures

Photograph of Sample ..................................................................$ 40 Additional Copies of Photographs.................................. .Cost + 15% Local Site Pick up of Laboratory Sample(s)
- within 30-mile radius, up to 200 lbs ..........................$ 85 Notes:
1) Remaining portions of tested samples will be disposed of 60 days after project completion without notice. Untested bulk samples can be returned to client at client's expense or stored at a fee of $15 per bag per month.
2) Fugro USA Land, Inc.’s laboratories are accredited or validated by AASHTO (R-18), Caltrans, USACE, DSA/(LEA).
3) The following are included at NO CHARGE:
a) Visual classification, natural water content and density with all triaxial, direct shear, volume change, and hydraulic conductivity tests.
b) Sample photographs for triaxial, hydraulic conductivity, and PLI tests. 4) Rates for other tests and test variations, including mix designs, can be furnished on request. 5) Rush assignments are subject to a 25% surcharge. Weekend or Holiday test assignments are subject to a 50% surcharge.
6) Testing for contaminated samples (EPA Level C & D) will be invoiced at 1.5 times listed rates. 7) Shipping or other outside costs at cost +15%.
8) Reusable thin-walled tube shipping boxes (ASTM D4220) can be provided at no cost (except for shipping charges) for samples shipped to Fugro’s laboratory for testing. 9) Please contact the laboratory prior to shipping international soils to make proper arrangements and obtain our foreign soil permit.
10) A surcharge of $1 per linear foot of test boring depth will be added to cover the cost of standard engineering field supplies including sample tubes and caps, stakes, etc.

Fee Schedule is subject to periodic revision, typically at the first of the year.













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