Agenda Item A.9
CPMS CONSENT CALENDAR
Meeting Date: November 1, 2022
TO: Mayor and Councilmembers
FROM: Charles W. Ebeling, Public Works Director
CONTACT: George Thomson, Parks and Open Space Manager
SUBJECT: Amendment No. 1 to Professional Services Agreement 2022-001 with Rincon Consultants, Inc for Contract City Arborist
RECOMMENDATION:
Authorize the City Manager to execute Amendment No. 1 to Professional Services Agreement No. 2022 -001 with Rincon Consultants, Inc. for Contract City Arborist Services, increasing the contract authority by $62,001 for a new total contract amount of $107,000, and extending the agreement termination date to June 30, 2024.
BACKGROUND:
On January 3, 2022, the City of Goleta (City) executed a $44,999 professional services agreement with Rincon Consultants, Inc. (Rincon) for a contract City Arborist. This is a critical role that supports ongoing City operations and programs in the Public Works Department. A contract City Arborist provides a lead role in the implementation of the adopted Urban Forest Management Plan, staffing Public Tree Advisory Committee meetings, and advising on various maintenance operations and capital projects.
Additional contract authority for the contract City Arborist professional services agreement is needed to advance key initiatives and projects, including the sidewalk maintenance program, ongoing maintenance of the Stow Grove Redwoods, street tree maintenance, requests for public tree removals , and emergency response to hazardous trees. Public Works staff recommend amending the existing agreement with Rincon as the contract City Arborist has demonstrated consistent good performance and technical skill during the current contract period.
DISCUSSION:
The amendment to the scope includes additional contract authority for the Contract City Arborist to continue providing critical professional support services related to the urban forest for Public Works Capital Proje cts, Parks and Open Space stewardship activities, Streets Maintenance operations, and the General Services Department management of 1 Meeting Date: November 1, 2022
City facilities. The following services are included in the Contract City Arborist scope of services:
1. Tree Permit Application Support – Support the City with reviewing and processing tree permit applications for permission to trim, remove or plant trees on public land, including parkways, and for review of construction projects that may impact City trees. Included will be evaluations of trees and review of tree reports for compliance with the City’s tree protection ordinance. Rincon will receive general direction from staff and provide recommendations on best practices in the industry for maintaining trees located within public land and City right -of-way. A Certified Arborist will be available to coordinate and communicate with applicants on an as- needed basis.
2. Tree-Related Emergencies – Respond to emergency requests on an on-call basis for tree removal and pruning of potentially hazardous trees, including tree’s that present an imminent threat to people or property.
3. Conduct Tree Inspections – Conduct landscaping and tree inspections prior to commencement of work and during evaluation period, observation and overseeing of work in progress, and final inspection of completed work for various types of projects as needed.
4. Tree Inventories, Evaluations and Hazard Assessments – Rincon will coordinate with the City’s Parks and Open Space Manager on inventorying an d evaluating trees. An International Society of Arboriculture Qualified Tree Risk Assessor will conduct as-needed evaluations of trees located within public land, City parks (e.g., Evergreen Park), parkways, and right -of-way, including those that present a hazardous condition to people or property. Data will be collected on the whole tree, including identification of species, trunk diameter, height, canopy spread, physical condition, and health evaluation. Recommendations will be provided on procedures to trim branches, secure trees, or whole tree removal to minimize tree- related hazards. Data will be collected using Collector, Survey 123, ArborPro, or equivalent. Tree locations will be georeferenced and collected using a Global Positioning System (GPS) with sub-meter accuracy. Data will be provided in an Excel spreadsheet, including ArcGIS shapefiles for cataloging all tree inventories.
Data collected on all tree inventories, evaluations and hazard assessments will be documented for future reference and plan ning (e.g., Goleta Urban Forest Management Plan).
5. Prepare Tree Inspection Reports and Review Applicant Submitted Reports – Prepare tree reports and other tree related documents and analyses for City projects, such as parks and City maintained right -of way . Review and make recommendations as to the adequacy of tree reports by outside consultants for City projects, and their compliance with City ordinances, policies and guidelines.
2 Meeting Date: November 1, 2022
6. Review Construction Plans – review design and construction plans for City projects to ensure protection of City trees; prepare project conditions and measures to protect City trees.
7. As-Needed Consultation and Meeting Support – Provide as-needed consultation to the City on all subjects concerning City trees, including as-needed support with the City's Public Tree Advisory Commission (PTAC). Rincon’s Director of Urban Forestry and Arborist Services (Lead Arborist), Greg Ainsworth, will be available to support City staff in pre -project scoping meetings, construction -related meetings, Planning Commission meetings, City Council meetings, public hearings, PTAC meetings, and other meetings where arborist support is requested. Rincon’s Lead Arborist will be available to attend meetings, share files/plans as needed, and lead discussions.
FISCAL IMPACTS:
There are sufficient funds in the current adopted Fiscal Year budget to cover the proposed contract amendment. The following table summarizes the proposed funding sources:
Fiscal Year 22-23 Funding Sources
Fund
Type
GL
Account
Current
Budget
YTD Actuals/
Encumbrances
New
Contractual
Amount
Total
Available
Budget
General
Fund
101-50-
5400-51200
$100,000 $1,719 $40,001 $58,280
General
Fund
101-50-
5800-51062
$100,000 $32,698 $10,000 $57,302
General
Fund
101-18-
1810-51200
$43,000 $0 $5,000 $38,000
General
Fund
101-50-
5800-51071
$160,800 $53,900 $7,000 $99,900
Total $403,800 $88,317 $62,001 $253,482
ALTERNATIVES:
Per Municipal Code Section 3.05.080(D)(5), the Council may reject the proposal presented and use whatever method deemed appropriate, such as issuing a new RFP or negotiating a contract. However, doing so could delay the services necessary to effectively manage the City’s urban forest and associated maintenance programs and timely response to citizens. Issuing a new RFP for a contract City Arborist could result in delays of up to four months and may not produce any additional responsive and responsible proposals from consultants that are more qualified.
3 Meeting Date: November 1, 2022
Reviewed By: Legal Review By: Approved By:
___________________ ___________________ _________________ Kristine Schmidt Megan Garibaldi Robert Nisbet
Assistant City Manager City Attorney City Manager
ATTACHMENTS:
1. Amendment No. 1 to Professional Services Agreement No. 2022-001 with Rincon Consultants, Inc. for Contract City Arborist Services
2. Professional Services Agreement No. 2022-001 with Rincon Consultants, Inc.
4 ATTACHMENT 1
Amendment No. 1 to Agreement No. 2022-001 with Rincon Consultants, Inc.
5 City of Goleta
Amendment No.1 to Agreement No. 2022-001
AMENDMENT NO. 1
TO A PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF GOLETA
AND
RINCON CONSULTANTS, INC.
This Amendment No. 1 to the Professional Services Agreement by and between the City of Go leta, a municipal cor poration (“City”) and Rincon Consultants, Inc. , (“Consultant”) dated January 3, 2022 (“Agreement,” Agreement No.2022-001) is made on this 1
st day of November, 2022.
SECTION A. RECITALS
1. This Agreement is for the professional On-Call Arborist services to suppor t the Parks and Open Space division.
2. The Agreement currently provides in Section 3 Subsection (a) for the total compensation amount not to exceed $44,999; and
3. The parties desire to amend the Agreement so as to provide for additional compensation in the amount of $62,001 for continued tasks; and
4. The City Council approved this Amendment No. 1, on this 1st day of November 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 $62,001 and to
read in its entirety:
(a) Maximum and Rate. The total compensation payable to CONSULTANT by CITY for the serv ices under this AGREEMENT SHALL NOT EXCEED the sum of $107,000 (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 fort
h in that exhibit shall be binding upon
CONSULTANT until June 30, 2024, after which any change in said 6 City of Goleta
Amendment No.1 to Agreement No. 2022-001
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. 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
____________________________ ______________________________ Michelle Greene, City Manager Steven Hongola, Vice President A T T E S T :
_____________________________ ______________________________ Deborah Lopez, City Clerk Lacrissa Davis,
Chief Financial Officer
APPROVED AS TO FORM:
MEGAN GARIBALDI, CITY ATTORNEY
_____________________________
Winnie Cai, Assistant City Attorney
7 ATTACHMENT 2
Professional Services Agreement No. 2022-001 with Rincon Consultants, Inc.
8 City of Goleta
PW and Rincon Consultants
Project Name: On Call Arborist Services
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF GOLETA
AND
RINCON CONSULTANTS, INC.
This AGREEMENT FOR PROFESSIONAL SERVICES (herein referred to as “AGREEMENT”) is made and entered into this ________ day of ______, 2021, by and between the CITY OF GOLETA, a municipal corporat ion (herein referred to as "CITY"), and RINCON CONSULTA NTS, INC., a California Corporation (herein referred to as "CONSULTANT").
SECTION A. RECITALS
1. The CITY has a need for professional On -Call Arborist services to support the Parks and Open Space Division; and
2. The CITY does not have the personnel able and/or available to 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 the Goleta Municipal Code Section 3.05.260 by selecting CONSULTANT from the City’s pre-authorized qualified consultants list for various pr ofessional services, which was complied from a competitive Request for Proposals/ Request for Qualifications (RFP/RFQ) process, approved by City Council on December 3, 2019.
4. The City Manager approved this AG REEMENT 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 qualificat ions, experience, and facilities to properly and timely perform said services.
2. DESCRIPTION OF SERVICES
The services to be performed by CONSULTANT are as follows:
9 City of Goleta
PW and Rincon Consultants
Professional On-Call Arborist services to support the Parks and Open Space Division shall generally include on-call support services as more particularly set forth in the Scope of Work, attached as Exhibit “A,” and incorporated herein.
CONSULTANT shall deliver to CI TY 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 the sum of $ 44,999 (herein "not to exceed amount"), 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 CO NSULTANT'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, 2024, 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 reques t), provided the not to exceed amount is the total compensation due CONSULTANT for all work described under this AGREEMENT.
(b) Payment . CONSULTANT shall pr ovide CITY with written verification of the actual compensation ear ned, which written verification 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 hour s 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 services, not reasonably included within the services described in Section 2, as mutually agreed to writing in advance of the incurrence of extra services by CONSULTANT.
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, if one is included as part of this agreement. Any compensation for extra se rvices shall be part of the total compensation and shall not increase the not to exceed amount identified in Section
3.
10 City of Goleta
PW and Rincon Consultants
5. CITY PROJECT MANAGER AND SERVICES BY CITY
The services to be performed by CONSULTANT shall be accomplished under the general direction of, and coordinate with, CITY's "Project Manager", as that staff person is designat ed by CITY from time to time, and who presently is George Thomson, Project Manager shall have the authority to act on behalf of the CITY in administering this AGREEMENT but shall not be authorized to extend the term of the AGREEMENT or increase the not to exceed amount.
6. TERM, PROGRESS AND COMPLETION
The term of this AGREEMENT is from the date first written above to June 30, 2024, unless term of this AGREEMEN T is extended, or the AGREEMENT is terminated as provided for herein.
CONSULTANT shall not commence work on the services to be performed until (i) CONSULTANT furnishes proof of insurance as required by Section 10 below, and (ii) CITY gives written authorization to proceed with the work provided by CITY's Project Manager. All services shall be completed within terms of this agreement.
7. OWNERSHIP OF DOCUMENTS
All drawings, designs, data, photographs, reports and other documentation (other than CONSULTANT's drafts, not es and internal memorandum), including duplication of same prepared by CONSUL TANT in the perf ormance 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 purpos es other than those described in this AGREEMENT, unless written authorization of CONSULTANT is first obtained.
8. PERSONAL SERVI CES/NO ASSIGNMENT/SUBCONTRACTOR
This AGREEMENT is for professional services which are personal to CITY.
Greg Ainsworth, M.C.R.P., Certified Arborist, is deemed to be specially experienced and is a key member of CONS ULTANT's firm, and shall be directly involved in the performance of this work. This key person shall communicate with, and periodically report to, CI TY on the progress of the work. Should any such individual be removed from assisting in this contracted work for any reason, CITY may terminate this AGREEMENT. This AGREEMENT may not be assigned or subcontracted without the City Manager’s prior written consent.
11 City of Goleta
PW and Rincon Consultants
9. HOLD HARML ESS AND INDEMNITY
(a) Indemnification and Defense for Professional Service. To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless the CITY and any and all of its officials, employees and agents (“Indemnified Parties”) from and agai nst any and all claims, losses, liabilities, damages, costs and expenses, including attorney’s fees and costs, to the extent they arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT. CONSULTANT’s duty to defend shall consist of reimbursement of defense costs incurred by CITY in direct proportion to the CONSULTANT’s proportionate percentage of fault. CONSULTANT’s percentage 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 settl ement or resolution without a court, jury or arbitrator having made a determination of the CONSULTANT’s percentage of fault, the parties agree to mediation with a third party neutral to determine the CONSULTANT’s proportionate percentage of fault for purposes of determining the amount of indemnity and defense cost reimbursement owed to the CITY.
(b) For All Other Liabilities. Notwithstanding the foregoing and without diminishing any rights of CITY, for any liability, claim, demand, allegation against CITY arising out of, related to, or pertaining to any act or omission of CONSULTANT, but which is not a design professional service, CONSULTANT shall defend, indemnify, and hold harmless CITY, its officials, employees, and agents (“Indem nified Parties”) from and against any and all damages, costs, expenses (including reasonable attorney fees and expert witness fees), judgments, settlements, and/or arbitration awards, whether for personal or b odily 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 this 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, provide insurance as described herein. All insu rance is to be placed with 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 otherwise approved by CITY.
12 City of Goleta
PW and Rincon Consultants
Insurance shall include the following (or broader) coverage:
a) Insurance Services Office Comme rcial Liability coverage “occurrence” 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 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 accident. If the Service Provider owns no vehi cles, this requirement may be satisfied by a non-owned and hir ed 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 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 CONSULTANT hereunder shall contain or be endorsed to contain the following provisions:
a) CITY, its employees, officials, agents and member agencies shall be covered as additional insureds. Co verage shall apply to any and all liability arising out of the work per formed or related to the contract.
Additional insured status under the general liability requirement shall be provided on Insurance Services Office Form CG 20 10, with an edition date prior to 2004, or its equivalent. Additional insured status for completed operations shall be pr ovided either in the additional insured form or through another endorsement such as CG 20 37, or its equivalent.
b) General and automobile liability insurance shall apply separately 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 po licies inception date, continuity 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 afte r completion of the services required by this agreement.
13 City of Goleta
PW and Rincon Consultants
d) Liability coverage shall be pr imary 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 suspended, voided, canceled or reduced in coverage or in limits except after 30 days’ prior written notice has been given to CITY. Such provision shall not include any limitation of liability of the insurer for failure to provide such notice.
f) No liability insurance cove rage 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 depos it with CITY within fifteen days of Notice to Proceed of the Contract certificates of insurance and required endorsements.
h) There shall be no recourse agains t CITY for payment of premiums or other amounts with respect to the insurance required to be provided by CONSULTANT hereunder. Any failure, actual or alleged, on the part of CITY to monitor compliance wit h 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 this 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 provid e immediate notice to CITY of any claim or loss against CONSULTANT arising out of the work performed under this AGREEMENT. CITY assume s 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 shall be solely responsible for any workers compensat ion insurance, withholding taxes,
14 City of Goleta
PW and Rincon Consultants
unemployment insurance, and any other employer obligations associated with the described work.
12. CORRECTIONS
In addition to the above indemnification obligations, CONSULTANT shall correct, at its expense, all errors in the work that may be disclosed during CITY's review of CONSULTANT's report or pl ans. Should CONSULTA NT fail to make such correction in a reasonably timely manner, such correction shall be made by CITY, and the cost thereof shall be charged to CONSULTANT or withheld 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 services agreed to be performed under this AGREEMENT. If term ination is for cause, no notice period need be given. In the event of termination, CONSULTANT shall have the right and obligation to immediately assemble work in progress for the purpose of closing out the job. All compensation for actual wo rk performed and charges outstanding at the time of termination shall be payable by CITY to CONSULTANT within 30 days following submission of a final statement by CONSULTANT unless termination is for cause. In such event, CONSULTANT 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 this AGREEMENT shall operate as and be a release of CITY from all claims and liabilities for compensation to CONSUL TANT for anything done, furnished, or relating to CONSULTANT'S work or serv ices. Acceptance of payment shall be any negotiation of CITY's check or the failure to make a written extra compensation claim within 10 calendar days of the receip t of that check. However, approval or payment by CITY shall not constitu te, nor be deemed, a release of the responsibility and liability of CONSULTANT, its employees, subcontractors, agents and CONSULTANTs for the accuracy and competency of the information provided and/or work performed; nor shall such appr oval 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 em ployees, subcontractors, agents and consultants.
15. AUDIT OF RECORDS
At any time during normal business hours and as often as it may deem necessary, CONSULTANT shall make avail able to a representative of CITY for examination of all its re cords with respect to all matters covered by this AGREEMENT and will permit CITY to audit, examine and/or reproduce such
15 City of Goleta
PW and Rincon Consultants
records. CONSULTANT will retain such financial records, time sheets, work progress reports, invoices, bills and projec t records for at least two years after termination or final payment under this AGREEMENT.
16. WAIVER; REMEDIES CUMULATIVE
Failure by a party to insist upon t he strict performance of any of the provisions of this AGREEMEN T 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 ot her 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 party unless made in writing by such party, and no such waiver shall be implied from any omissions 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 breach, 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 AGREEMEN T, 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 remedi es with respect 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 of 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 AGREEMEN T 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 provisions hereof, in order to achieve the objectives and purposes of the parties. Wherever required 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.
19. MITIGATION OF DAMAGES
In all situations arising out of this AGREEMENT, the parties shall attempt to avoid and minimize the damages resulting from the conduct of the other party.
16 City of Goleta
PW and Rincon Consultants
20. GOVERNING LAW
This AGREEMENT, and the rights and obli gations of the parties, shall be governed and interpreted in accordance with t he laws of the State of California.
Should litigation occur, venue shall be in Superior Court of Santa Barbara County.
21. NONDISCRIMINATION
CONSULTANT shall not di scriminate 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.
22. TAXPAYER IDENTIFICATION NUMBER
CONSULTANT shall provide CITY with a complete Request for Taxpayer 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 wit hin an available, unexha usted and unencumbered appropriation of CITY funds. In the event CITY has not appropriated sufficient funds for payment of CONSULTANT servic es beyond the current fiscal year, this AGREEMENT shall cover only those costs incurred up to the conclusion of the current fiscal year.
24. MODIFICATION OF AGREEMENT
The tasks described in this AGR EEMENT and all other terms of this AGREEMENT may be modified only upon mu tual written consent of CITY and CONSULTANT.
25. USE OF THE TERM “CITY”
Reference to “CITY” in this AGR EEMENT 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 during the term of this AGREEMENT, all appropriate permits, licen ses, and certificates that may be required in connection with the performance of services under this AGREEMENT.
17 City of Goleta
PW and Rincon Consultants
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 intent of any provision or section of the AGREEMENT.
28. AUTHORIZATION
Each party has expressly authorized the execution of this AGREEMENT on its behalf and bind said party and its respective administrators, officers, directors, shareholders, divisions, subsidiaries, agents, employees, successors, 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 hereto with respect to the rendering of services, and contains all of the covenants and agreements between the parties with respect to said services.
30. PARTIAL INVALIDITY
If any provision in this AGREEMENT is held by a court of competent jurisdiction to be invalid, void or unenf orceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.
31. NOTICES
Any notice required to be given hereunder shall be deemed to have been given by depositing said notice in the United States mail, po stage prepaid, and addressed as follows:
TO CITY: Attention: Mi chelle Greene, City Manager
City of Goleta
130 Cremona Drive, Suite B
Goleta, CA 93117
TO CONSULTANT: Attention: Chris Julian, Principal
Rincon Consultants, Inc.
209 East Victoria Street
Santa Barbara, CA, 93101
18 City of Goleta
PW and Rincon Consultants
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.
CITY OF GOLETA CONSULTANT
_____________________________ ___________ _______________ Michelle Greene, City Manager Steven Hongola, Vice President
A T T E S T
_____________________________ ___________________________ Deborah Lopez, City Clerk Lacrissa Davis,
Chief Financial Officer
APPROVED AS TO FORM:
MEGAN GARIBALDI, CITY ATTORNEY
_____________________________
Winnie Cai, Assistant City Attorney
19 City of Goleta
PW and Rincon Consultants
EXHIBIT A
SCOPE OF WORK
Task 1
Tree Permit Application Support – Support the City with reviewing and processing tree permit applications for permission to trim, remove or plant trees on public land, including parkways, including construction projects that may impact City trees.
Included will be evaluations of trees and review of tree reports for compliance with the City’s tree protection ordinance. Rincon will receive general direction from staff and provide recommendations on best practice s in the industry for maintaining trees located within public land and City right-of-way. A Certified Arborist will be available to coordinate and communicate with applicants on an as-needed basis.
Task 2
Tree-Related Emergencies – Respond to emergency requests on an on-call basis for tree removal and pruning of potentially hazardous trees, including tree’s that present an imminent threat to people or property.
Task 3
Conduct Tree Inspections – Conduct landscaping and tree inspections prior to commencement of work and during evaluation period, observation and overseeing of work in progress, and final inspection of completed work for various types of projects as needed.
Task 4
Tree Inventories, Evaluations and Haza rd Assessments – Rincon will coordinate with the City’s Parks and Open Space M anager on inventorying and evaluating trees. An International Society of Arboriculture Qualified Tree Risk Assessor (TRAQ) will conduct as-needed evaluations of trees located within public land, City parks (e.g., Evergreen Park), parkways, and right-of-way, including those that present a hazardous condition to people or property. Data will be collected on the whole tree, including identif ication of species, trunk diameter, height, canopy spread, physical condition, and health evaluation. Recomm endations will be provided on procedures to trim branches, secure trees, or whole tree removal to minimize tree-related hazards. Data will be collected using Collector, Survey 123, ArborPro, or equivalent. Tree locations will be geo-referenced and collected using a Global Poisoning System (GPS) with sub-meter accuracy. Data will be provided in Excel spreadsheet, including ArcGIS shapefiles for cataloging all tree inventories. Data collected on all tree inventories, evaluations and hazard assessments will be documented for future reference and planning (e.g., City Urban Forest Management Plan).
Task 5
Prepare Tree Inspection Reports and Revi ew Applicant Submitted Reports – Prepare tree reports and other tree re lated documents and analyses for City
20 City of Goleta
PW and Rincon Consultants
projects, such as parks and City maintained right-of way. Review and make recommendations as to the adequacy of tr ee reports by outside consultants for City projects, and their compliance with City ordinances, policies and guidelines.
Task 6
Review Construction Plans – review design and construction plants for City projects to ensure protection of City trees; prepare project conditions and measures to protect City trees.
Task 7
As-Needed Consultation and Meeting Suppor t – Provide as-needed consultation to the City on all subjects concerning City trees, including as-needed support with the City's Public Tree Advisory Commission (PTAC). Rincon’s Director of Urban Forestry and Arborist Services (Lead Arbor ist), Greg Ainsworth, will be available to support City staff in pre-project scoping meetings, construction-related meetings, Planning Commission meetings, City Council meetings, public hearings, PTAC meetings, and other meetings where arborist support is requested. Rincon’s Lead Arborist will be available to attend vi rtual meetings, share files/plans as needed, and lead discussions.
21 City of Goleta
PW and Rincon Consultants
EXHIBIT B
SCHEDULE OF FEES
22 City of Goleta
PW and Rincon Consultants
23