Amendment No. 2 to Agreement with Flowers and Associates, Inc. for professional services related to Capital Improvements at the Goleta Community Center

Agenda Item B.6

CPMS CONSENT CALENDAR
Meeting Date: December 6, 2022

TO: Mayor and Councilmembers

FROM: Matthew R. Fore, General Services Director

SUBJECT: Amendment No. 2 to Agreement with Flowers and Associates, Inc. f o r professional services related to Capital Improvements at the Go leta Community Center

RECOMMENDATION:

A. Authorize the City Manager to execute Amendment No. 2 to Agreem ent No. 2021-041 with Flowers and Associates, Inc. for professional des ign services related to capital improvements at the Goleta Community Center, adding to the scope of work and increasing the contract authority by $26,300, for a total not- to-exceed amount of $191,300.

B. Authorize a budget transfer in the amount of $66,000 from th e Goleta Community Center Seismic Improvements Project (Project No. 9067) General Fund Design Account to the Goleta Community Center ADA Improvem ents Project (Project No. 9121) General Fund Design Account.

C. Authorize a budget transfer in the amount of $91,955 from th e Goleta Community Center Seismic Improvements Project (Project No. 9067 ) CDBG Design Account to the Goleta Community Center ADA Improvements Project (Project No. 9121) CDBG Design Account.

BACKGROUND:

On August 31, 2021, the City Council received a report on the s tatus of the Goleta Community Center facility and various capital projects that are planned at the facility.

The Council agenda report from August 31, 2021, provides extensive history and background information on the site and structures.
1 On June 1, 2021, the City Council authorized the City Manager t o execute Agreement No. 2021-041 with Flowers and Associates, Inc. (Flowers) to pro vide professional design services for the Goleta Community Center Improvements Project.

1 The August 31, 2021, Council Agenda Report is available at https://tinyurl.com/y4ahz9tn 1 Meeting Date: December 6, 2022

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On September 29, 2021, the City executed Amendment No. 1 to the Agreement to amend Exhibit A to identify a new Electrical Engineer for the project team.

DISCUSSION:

Since June of 2021, Flowers has developed preliminary designs for several potential Americans with Disabilities Act (ADA) improvements for the Goleta Community Center (CIP No. 9121). The proposed Amendment No. 2 to Agreement No. 2021-041 includes the following revisions:

1. Extension of the Term of the Agreement by six (6) months to June 30, 2023, and designation of a new City Project Manager.

2. Revision of Exhibit A – Scope of Work to update the list of professionals that comprise the Consultant’s Project Team and to include additional design work that goes beyond the originally approved scope including design of a stage lift, additional handrails throughout the facility, and survey and to pographic mapping for replacement of a sewer lateral.

3. Addition of $26,300 in additional compensation to cover the cost of the design work described above.

4. Addition of Exhibit C – Federal Contract Provisions: many of the improvements designed by Flowers will be funded, at least in part, by Commun ity Project Funding which the City was awarded in July of 2022. The grant f unding is administered by the Federal Department of Housing and Urban Dev elopment.

The addition of Exhibit C obligates Flowers to comply with fede ral laws and regulations, including federal contract provisions outlined in Exhibit C.

It should be noted that design work on the sewer lateral has ju st begun, and the cost is not fully covered by this Amendment No. 2. Therefore, Staff pla ns to bring Amendment No. 3 to this contract soon to facilitate completion of the des ign of the new sewer lateral that will serve the men’s and women’s restrooms, inclusive of t he additional ADA - compliant stalls.

FISCAL IMPACTS:

Sufficient budget exists in CIP Project 9121 ADA Improvements t o cover the cost of the amendment with Flowers. Therefore, Staff is not requesting additional appropriations with this Council action.

As part of this agenda item, Staff is requesting Council author ization for two budget transfers shown in the table below:

1. Transfer of funding for project design from the Seismic Impr ovements Project (CIP No. 9067) to project design for the ADA Improvements Proje ct (CIP No. 9121); and
2 Meeting Date: December 6, 2022

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2. Transfer of $91,955 in CDBG design funds from the Seismic Im provements Project (CIP No. 9067) to the ADA Improvements Project (CIP No. 9121). As part of this budget transfer, Staff also recommends transferring all related expenses and encumbrances (Flowers & Associates Agreement).

ALTERNATIVES:

The City Council may elect to not authorize the proposed contra ct amendment and provide staff alternative direction. However, doing so may resu lt in delays to the ADA Improvements Project.

Reviewed By: Legal Review By: Approved By:

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

ATTACHMENTS:

1. Amendment No. 2 to Professional Services Agreement No. 2021-041 with Flowers and Associates, Inc.

2. Amendment No. 1 to Professional Services Agreement No. 2021-041 with Flowers and Associates, Inc.

3. Professional Services Agreement No. 2021-041 with Flowers and Associates, Inc.

Projects: Goleta Community Center Seismic Improvements (Project No. 9067) And Goleta Community Center ADA Improvements (Project No. 9121) Account Fund Type FY 2022-23
Budget
YTD Activity/
Encumbrances
Requested
Appropriation Available
Balance
101-90-9067-57070
(Design)
General
Fund $230,015 $163,887 ($66,000) $-
402-90-9067-57070
(Design) CDBG $91,955 ($91,955) ($91,955) -
101-90-9121-57070
(Design)
General
Fund $483,490 $5,000 $66,000 $544,490
402-90-9121-57070
(Design) CDBG $ 2 7 1 , 3 01 +$91,955 $91,955 271,301
3 ATTACHMENT 1

Amendment No. 2 to Professional Services Agreement No. 2021-041 with Flowers and Associates

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AMENDMENT NO. 2

TO A PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF GOLETA
AND
Flowers & Associates, Inc.

This Amendment No. 2 to the Professional Design Services Agreement by and between the City of Goleta, a municipal corporation (“City”) and Flowers & Associates, Inc., a California Corporation ( “Consultant”) dated June 1, 2021, (“Agreement,” Agreement No. 2021-041) is made on this _____ day of December, 2022.

SECTION A. RECITALS

1. This Agreement is for producing design plans for access impr ovements to the Goleta Community Center Improvements Project (Project No. 9121); and

2. This Agreement has been amended to amend Exhibit A of the Ag reement to identify a new Electrical Engineer (Amendment No. 1); and

3. The Agreement currently provides in Section 3 Subsection (a) for the total compensation amount not to exceed $165,000; and

4. The parties desire to amend t he Agreement so as to provide for additional compensation in the amount of $26,300 for additional tasks; and

5. The Agreement currently designates in Section 5, Melissa Ang eles as the City Project Manager.

6. The parties desire to amend the Agreement to designate Matth ew Fore, General Services Director, as the City Project Manager.

7. The Agreement currently provides in Section 6 for the termin ation of the Agreement on December 31, 2022; and

8. The parties desire to amend t he Agreement so as to extend the termination of the Agreement to June 30, 2023; and

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

10. The parties desire 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

11. The parties desire to amend the Agreement so as to add Sect ion 32 – Federal Requirements and Appendix C – Federal Contract Provisions to address the use of federal funding; and

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12. The City Council approved this Amendment No. 2, on this _____ day of December, 2022.

SECTION B. AMENDED TERMS

Now therefore City and Consultant agree as follows that the Agreement be, an d 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 $26,300 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 $191,300 (herein "not-to-exceed amount") and shall be earned as the work progresses.

2. Section 6. CITY PROJECT MANAGER AND SERVICES BY CITY of the Agreement is amended to designate Matthew Fore, General Services Director, as the City Project Manager and to read in its entirety:

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 designated by CITY from time to time, and who presently is Matthew Fore, General Services Director. Project Manager sha ll 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.

3. Section 6. TERM, PROGRESS AND COMPLETION of the Agreement is amended to extend the term for an additional six (6) months to read in its entirety.

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The term of this Agreement is from the date first written above to June 30, 2023, unless the term of this Agreement 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 the term of this Agreement following the notice to proceed.

4. 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.

5. Section 33. FEDERAL REQUIREMENTS of the Agreement is added to include Federal Requirement Provisions as follows:

FEMA financial assistance will be used to fund all or a portion o f t h i s contract. The consultant shall comply with all federal require ments 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 incorporated herein by reference.

2. Federal Contract Provisions attached hereto as Exhibit “C” a n d 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.

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

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In concurrence and witness whereof, this Amendment No. 2 has been executed by the parties effective on the date and year first above written.

CITY OF GOLETA CONSULTANT

____________________________ ______________________________ Robert Nisbet, City Manager Robert A. Schmidt, P.E., Presiden t

A T T E S T :

_____________________________ ______________________________ Deborah Lopez, City Clerk Ver non E. Williams, P.E., CEO

APPROVED AS TO FORM:

MEGAN GARIBALDI, CITY ATTORNEY

_____________________________
Winnie Cai, Assistant City Attorney

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EXHIBIT A-1

SCOPE OF WORK

Consultant shall deliver the following services:

1. Review all site information related to the project provided by the City.

Communicate to and share site information with subconsultants. Assumed 21 hours total (between office engineers and project manager).

2. Coordinate with City Public Works staff in order to understand their site improvement goals and budget constraints and continue coordination throughout the project to ensure tasks and goals are met. Assumed 24 hours total.

3. Select a project Surveyor and coordinate inner-office and w/surveyor to define the necessary extents and details of the mapping in order to provide sufficient detail for grading and drainage design compliant with ADA requirements.

Assumed 12 hours total (split between engineer and project manager).

4. Select a project Architect and coordinate to confirm the scope of interior access improvements. Continue coordination/management of the Architect in order to confirm City goals and project tasks are met. Assumed 44 hours total (between engineer and project manager).

5. Prepare Preliminary Civil Grading and Drainage Plans incorporating all the exterior improvements identified in the aforementioned Crosby/Partner reports as modified by the forthcoming ADA assessment/update. These improvements shall include modifications to the parking lot (addition of disabled parking stalls, access aisles, etc.). Assumed 64 hours total (between engineers, Principal, and project manager).

6. Prepare Preliminary Architectural Plans for all the identified interior improvements, as defined below and in the forthcoming ADA Assessment/update:

Building A: Two new completely redesigned multi-user restrooms Door hardware, minor walls being moved, cabinets, and equipment ADA stage lift and associated handrails in auditorium
ADA handrails at the existing ramp at the main entrance, and th e handrails on the existing front entrance stairs
ADA stage and associated handrails in dining room
Replacement of sewer lateral that serves the existing restrooms and installation of grease interceptor (work includes all survey work, topographic mapping, and coordination with mechanical and plumbing subcontractors)

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Plans shall require that the Architect enlist and coordinate with a Structural Engineer, a Mechanical/Plumbing Engineer, an Electrical Engineer, a door hardware specialist, and an ADA specialist, all of which are defined below:

Structural Engineer: GSE, Thuy Greer, SE
Mechanical/Plumbing: MEC, Paul Tziouvaras and Linda Altomare Electrical: Alan Noelle Engineering, Alan Noelle
Door Hardware: IDS, Bob Simpson
ADA Specialist: Eric McSwain

7. Circulate preliminary plans to the City for review and address comments.

Revisions shall be limited to two rounds of comments/corrections. Revisions shall be limited to two rounds of comments/corrections. Assumed 20 hours (between engineer, Principal, and project manager).

8. Produce a construction level plan set (combined civil + architectural), incorporating revisions resulting from the Preliminary Plans review, and including construction details and specifications (on the sheets, not stand-alone specs).

Assumed 38 hours total (between engineer, principal engineer, and project manager).

9. Address comments from City (limited to one round of corrections/comments) and update the Plans, accordingly. Assumed 26 hours total (between engineer, principal engineer, and project manager).

10. Produce a Construction Cost Estimate for the project (interior costs from Architect and exterior costs from Consultant) and provide it to the City. This shall include coordination with the Architect and his sub-consultants. Assumed 13 hours total.

11. Provide design assistance during construction, which shall include Consultant’s review/comment on submittals required by Consultant’s plans, and review/response to RFIs (limit to no more than 10 RFIs), and up to 4 site visits for construction observation. This task excludes contract bidding and/or construction contract administration.

12. Attend meetings as requested by City, not to exceed 8 man-hours.

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CONSULTANT PROJECT TEAM
The below listed professionals have been selected by CONSULTANT for the subject project:

Civil Engineer: Flowers & Associates, Inc.

Architect: Paul Zink, AIA (and his subconsultants as defined above in Task 6) Surveyor: Gary Salmen, California Licensed Land Surveyor No. 5018

SPECIFIC EXCLUSIONS

Specifically not included in the above Scope of Services/Compensation are the following:

1. Geotechnical Engineering, including design, observation and testing of earthwork.

2. City review fees and permit costs.

3. Any involvement with hazardou s waste including detection, evaluation, and cleanup.

4. Reproduction expense including the cost of blueprinting and other reprographics.

5. Entitlement.

6. Environmental review, including storm water requirements (the new/replaced hardscape totals are not anticipated to trigger the City’s storm water requirements).

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EXHIBIT C

FEDERAL CONTRACT PROVISIONS
During the performance of this contract, Flowers & Associates, Inc. (the “Consultant”) shall comply with all applicable federal laws and regulations i ncluding 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, th e affirmative steps requirements 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 principle s (“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 (“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 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 purs uant to the terms of this contract, the Agenc y s h a l l p r o v i d e w r i t t e n n o t i c e 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 Agency may, by written notice to Consultant, terminate this contract f or 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 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 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 amended by Executive Order 11375 of October 13, 1967 and implementation regulations at 41 C.F.R. Chapter 60:

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i. Consultant will not discriminate against any employee or applicant 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 qualified applicants will receive consideration for employment without regard to the ir 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 t h e contractor's commitments under Section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notice in

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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 s uch 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 ordinarily 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 responsible 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

19 City of Goleta
Amendment No. 2 to Agreement No. 2021-41

Page 16 of 19 ends

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, Consultant 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.

20 City of Goleta
Amendment No. 2 to Agreement No. 2021-41

Page 17 of 19 ends

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 oth erwise 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

21 City of Goleta
Amendment No. 2 to Agreement No. 2021-41

Page 18 of 19 ends

“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.

22 City of Goleta
Amendment No. 2 to Agreement No. 2021-41

Page 19 of 19 ends

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 Consultant’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 cost. 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.

23 ATTACHMENT 2

Amendment No. 1 to Professional Services Agreement No. 2021-041 with Flowers and Associates

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000459
City Manager
■
Amendment No. 1 to Agreement No. 2021-041 for
Professional Design Services between the City of Goleta and Flowers & Associates, Inc.

Amendment No. 1 to a Professional Design Services Agreement between the City of Goleta and Flowers & Associates, Inc.Goleta Community Center Improvements (CIP 9067) Flowers & Associates, Inc.

N/A
Autumn Malanca, Project Manager
201 North Cesar Chavez, Suite 100, Santa Barba
805-966-2224 ext. 108
[email protected]
13775 exp. 8/31/2021
Melissa Angeles
x5122
[email protected]
Maureen Gaasch
[email protected]
PO #21CP023

25 PURCHASE ORDER
04/29/2021
ISSUED TO:

Date:

Vendor #: 000459

FLOWERS & ASSOCIATES
201 NORTH CALLE CESAR CHAVEZ
SUITE 100
SANTA BARBARA, CA 93013
SHIP TO: CITY OF GOLETA
130 CREMONA DRIVE, SUITE B
GOLETA, CA 93117
21CP023PO Number:

Requisition #: 21CP023
130 Cremona Drive, Suite B
Goleta, California 93117
PH: (805) 961-7500
FAX: (805) 685-2635

CITY OF GOLETA
UNITS DESCRIPTION AMOUNTGL ACCT #ITEM PRICEPROJ ACCT #
1 0 402-90-9067-57070 FLOWERS ASSOC AGMT 2021-041 402-90-9067-57070 140,633.000.00 2 0 101-90-9067-57070 FLOWERS ASSOC AGMT 2021-041 101-90-9067-57070 24,367.000.00 165,000.00TOTAL
SUBTOTAL: 165,000.00
Approvals

1. 2.

3. Include your PO Number on all invoices.

Email all invoices to [email protected]
If mailing, mail invoices to 130 Cremona Drive, Suite B, Goleta, CA 93117 TOTAL TAX: 0.00
Department:

Finance:

Finance Director:

Date:

26 MEMORANDUM

DATE: August 6, 2021

TO: Michelle Greene, City Manager

FROM: Melissa Angeles, Assistant Engineer

SUBJECT: Amendment No. 1 to Flowers & Associates, Inc. Professional Design Services Agreement No. 2021-041

On June 1, 2021, the City Council authorized a professional design services agreement with Flowers & Associates, Inc. for the de sign of accessibility improvements at the Goleta Community Center associated with the Goleta Community Center Improvements Project, CIP 9067.

Flowers & Associates has requested to amend their agreement to replace the Electrical Engineer Brian Smith, listed in the scope of work, with Electrical Engineer Alan Noelle due to Mr. Smith’s upcoming retirement. This change to the scope of work will not require an increase to the contract authority. Attached is Amendment No. 1 for your review and signature.

If you have any questions, please contact me at [email protected].

27 City of Goleta
Amendment No. 1 to Agreement No. 2021-041

Page 1 of 5 ends

AMENDMENT NO. 1

TO A PROFESSIONAL DESIGN SERVICES AGREEMENT

BETWEEN THE CITY OF GOLETA
AND
FLOWERS & ASSOCIATES, INC.

This Amendment No. 1 to the Professional Design Services Agreement by and between the City of Goleta, a municipal corporation (“City”) and Flowers & Associates, Inc., a California corporation (“Consultant”) dated June 1, 2021 (“Agreement,” Agreement No. 2021-041) is made on this _____ day of 6HSWHPEHU, 2021.

SECTION A. RECITALS

1. This Agreement is for producing design plans for access improvements to the Goleta Community Center associated with the Goleta Community Center Improvements Project (Project No. 9067) and

2. The Agreement currently provides in Exhibit A entitled “Scope of Work” the subconsultants; and

3. The parties desire to amend Exhibit A of the Agreement to identify a new Electrical Engineer, and

4. The City Manager approved this Amendment No. 1, on this _____ day of 6HSWHPEHU, 2021.

SECTION B. AMENDED TERMS
Now therefore City and Consultant agree as follows that the Agreement be, and hereby is, amended as follows:

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. 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.

28 City of Goleta
Amendment No. 1 to Agreement No. 2021-041

Page 2 of 5 ends

CITY OF GOLETA CONSULTANT

____________________________ ______________________________ Michelle Greene, City Manager Robert A. Schmidt, P.E., President

A T T E S T :

_____________________________ ______________________________ Deborah Lopez, City Clerk Vernon E. Williams, P.E., CEO

APPROVED AS TO FORM:

MICHAEL JENKINS, CITY ATTORNEY

_____________________________
Winnie Cai, Assistant City Attorney

29 City of Goleta
Amendment No. 1 to Agreement No. 2021-041

Page 3 of 5 ends

EXHIBIT A-1

SCOPE OF WORK

Consultant shall deliver the following services:

1. Review all site information related to the project provided by the City.

Communicate to and share site information with subconsultants. Assumed 21 hours total (between office engineers and project manager).

2. Coordinate with City Public Works staf f in order to understand their site improvement goals and budget constraints and continue coordination throughout the project to ensure tasks and goals are met. Assumed 24 hours total.

Assumed 12 hours total (split between engineer and project manager).

6. Prepare Preliminary Architectural Plans for all the identified interior improvements, as defined below and in the forthcoming ADA Assessment/update:

Building A: Two new completely redesigned multi-user restrooms Door hardware, minor walls being moved, cabinets, and equipment Building B: Doors, gates, and door hardware
Note, restroom work limited to grab bar installation only Note, no change to existing exterior door landings
Building C2: One new completely redesigned single user restroom Door hardware, modify door ramps, and cabinets
Building C4: Two new completely redesigned single user restrooms Door hardware and cabinets
Building D: Door hardware

30 City of Goleta
Amendment No. 1 to Agreement No. 2021-041

Page 4 of 5 ends

Note, no change to existing restrooms

7. Circulate preliminary plans to the City for review and address comments.

Assumed 38 hours total (between engineer, principal engineer, and project manager).

9. Address comments from City (limited to one round of corrections/comments) and update the Plans, accordingly. Assumed 26 hours total (between engineer, principal engineer, and project manager).

11. Provide design assistance during constr uction, which shall include Consultant’s review/comment on submittals required by Consultant’s plans, and review/response to RFIs (limit to no more than 10 RFIs), and up to 4 site visits for construction observation. This task excludes contract bidding and/or construction contract administration.

12. Attend meetings as requested by City, not to exceed 8 man-hours.

SPECIFIC EXCLUSIONS

Specifically not included in the above Scope of Services/Compensation are the following:

31 City of Goleta
Amendment No. 1 to Agreement No. 2021-041

Page 5 of 5 ends

1. Geotechnical Engineering, including design, observation and testing of earthwork.

2. City review fees and permit costs.

3. Any involvement with hazardous waste including detection, evaluation, and cleanup.

4. Reproduction expense including the cost of blueprinting and other reprographics.

5. Entitlement.

6. Environmental review, including storm water requirements (the new/replaced hardscape totals are not anticipated to trigger the City’s storm water requirements).

32 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

INSURER(S) AFFORDING COVERAGE
INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A :

NAIC #
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FAX
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PHONE

INSURED
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A s tatement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

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CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $
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DATE (MM/DD/YYYY)

CANCELLATION

AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.

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33 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

Countersigned by
Authorized Representative
(1) Printed in U.S.A.Form WC 04 03 06
Policy Expiration Date:

WAIVER OF OUR RIGHT TO RECOVER FROM

OTHERS ENDORSEMENT - CALIFORNIA
Endorsement Number:Policy Number:
Effective Date: Effective hour is the same as stated on the Information Page of the policy.

Named Insured and Address:
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule.

The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration.

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34 COMMERCIAL AUTOMOBILE
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THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

COMMERCIAL AUTOMOBILE BROAD FORM

ENDORSEMENT
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM
To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply.

1. BROAD FORM INSURED d. Any "employee" of yours while using a covered "auto" you don't own, hire or A. Subsidiaries and Newly Acquired or borrow in your business or yourFormed Organizations
personal affairs.The Named Insured shown in the
C. Lessors as InsuredsDeclarations is amended to include:

Paragraph A.1. - WHO IS AN INSURED - of (1) Any legal business entity other than a Section II - Liability Coverage is amended topartnership or joint venture, formed as a add:subsidiary in which you have an
ownership interest of more than 50% on e. The lessor of a covered "auto" while the the effective date of the Coverage Form. "auto" is leased to you under a written However, the Named Insured does not agreement if:
include any subsidiary that is an (1) The agreement requires you to"insured" under any other automobile provide direct primary insurance for policy or would be an "insured" under the lessor andsuch a policy but for its termination or (2) The "auto" is leased without a driver.the exhaustion of its Limit of Insurance.

Such a leased "auto" will be considered a (2) Any organization that is acquired or covered "auto" you own and not a covered formed by you and over which you "auto" you hire.maintain majority ownership. However,
the Named Insured does not include any D. Additional Insured if Required by Contract newly formed or acquired organization: (1) Paragraph A.1. - WHO IS AN INSURED (a) That is a partnership or joint - of Section II - Liability Coverage is venture, amended to add:
(b) That is an "insured" under any other f. When you have agreed, in a writtenpolicy, contract or written agreement, that a (c) That has exhausted its Limit of person or organization be added as Insurance under any other policy, or an additional insured on your business auto policy, such person or (d) 180 days or more after its organization is an "insured", but only acquisition or formation by you, to the extent such person orunless you have given us notice of organization is liable for "bodilythe acquisition or formation. injury" or "property damage" causedCoverage does not apply to "bodily by the conduct of an "insured" under injury" or "property damage" that results paragraphs a. or b. of Who Is Anfrom an "accident" that occurred before Insured with regard to theyou formed or acquired the organization. ownership, maintenance or use of a B. Employees as Insureds covered "auto." Paragraph A.1. - WHO IS AN INSURED - of
SECTION II - LIABILITY COVERAGE is
amended to add:
© 2011, The Hartford (Includes copyrighted material
Form HA 99 16 03 12 Page 1 of 5of ISO Properties, Inc., with its permission.) 8(*+&

35 E. Primary and Non-Contributory ifThe insurance afforded to any such Required by Contractadditional insured applies only if the "bodily injury" or "property damage" Only with respect to insurance provided to occurs: an additional insured in 1.D. - Additional
(1) During the policy period, and Insured If Required by Contract, the following provisions apply:(2) Subsequent to the execution of such written contract, and (3) Primary Insurance When Required By Contract(3) Prior to the expiration of the period
of time that the written contract This insurance is primary if you have requires such insurance be provided agreed in a written contract or written to the additional insured. agreement that this insurance be primary. If other insurance is also (2) How Limits Apply primary, we will share with all that otherIf you have agreed in a written contract insurance by the method described inor written agreement that another Other Insurance 5.d.person or organization be added as an (4) Primary And Non-Contributory To Otheradditional insured on your policy, the Insurance When Required By Contractmost we will pay on behalf of such additional insured is the lesser of: If you have agreed in a written contrac t or written agreement that this insurance(a) The limits of insurance specified in is primary and non-contributory with the the written contract or written additional insured's own insurance, this agreement; or
insurance is primary and we will not(b) The Limits of Insurance shown in seek contribution from that otherthe Declarations. insurance.

Such amount shall be a part of and not (3) (4)Paragraphs and do not apply to other in addition to Limits of Insurance shown insurance to which the additional insuredin the Declarations and described in this has been added as an additional insured.Section.

When this insurance is excess, we will have no (3) Additional Insureds Other Insurance duty to defend the insured against any "suit" if If we cover a claim or "suit" under this any other insurer has a duty to defend the Coverage Part that may also be covered insured against that "suit". If no other insurer by other insurance available to an defends, we will undertake to do so, but we will additional insured, such additional be entitled to the insured's rights against all insured must submit such claim or "suit" those other insurers. to the other insurer for defense and When this insurance is excess over otherindemnity. insurance, we will pay only our share of the However, this provision does not apply amount of the loss, if any, that exceeds the sum to the extent that you have agreed in a of:
written contract or written agreement (1) The total amount that all such otherthat this insurance is primary and non- insurance would pay for the loss in thecontributory with the additional insured's absence of this insurance; andown insurance. (2) The total of all deductible and self-insured (4) Duties in The Event Of Accident, Claim, amounts under all that other insurance.Suit or Loss We will share the remaining loss, if any, by the If you have agreed in a written contract method described in Other Insurance 5.d.or written agreement that another

2. AUTOS RENTED BY EMPLOYEESperson or organization be added as an additional insured on your policy, the Any "auto" hired or rented by your "employee" additional insured shall be required to on your behalf and at your directionw i l lb e comply with the provisions in LOSS considered an "auto" you hire.

CONDITIONS 2. - DUTIES IN THE The OTHER INSURANCE Condition is amended EVENT OF ACCIDENT, CLAIM , SUIT by adding the following:

OR LOSS – OF SECTION IV –
BUSINESS AUTO CONDITIONS, in the
same manner as the Named Insured.
© 2011, The Hartford (Includes copyrighted material
Form HA 99 16 03 12 Page 2 of 5of ISO Properties, Inc., with its permission.)

36 5 PHYSICAL DAMAGE - ADDITIONALIf an "employee’s" personal insurance also .

TEMPORARY TRANSPORTATION EXPENSE applies on an excess basis to a covered "auto" COVERAGEhired or rented by your "employee" on your
behalf and at your direction, this insurance will Paragraph A.4.a. of SECTION III - PHYSICAL be primary to the "employee’s" personal DAMAGE COVERAGE is amended to provide a insurance. limit of $50 per day and a maximum limit of

3. AMENDED FELLOW EMPLOYEE EXCLUSION $1,000.

6. LOAN/LEASE GAP COVERAGEEXCLUSION 5. - FELLOW EMPLOYEE - of SECTION II - LIABILITY COVERAGE does not Under SECTION III - PHYSICAL DAMAGE apply if you have workers' compensation COVERAGE, in the event of a total "loss" to a insurance in-force covering all of your covered "auto", we will pay your additional legal "employees". obligation for any difference between the actual Coverage is excess over any other collectible cash value of the "auto" at the time of the "loss" insurance. and the "outstanding balance" of the loan/lease.

4. HIRED AUTO PHYSICAL DAMAGE COVERAGE "Outstanding balance" means the amount you owe on the loan/lease at the time of "loss" less If hired "autos" are covered "autos" for Liability any amounts representing taxes; overdueCoverage and if Comprehensive, Specified payments; penalties, interest or chargesCauses of Loss, or Collision coverages are resulting from overdue payments; additionalprovided under this Coverage Form for any mileage charges; excess wear and tear charges;"auto" you own, then the Physical Damage lease termination fees; security deposits not Coverages provided are extended to "autos" you returned by the lessor; costs for extendedhire or borrow, subject to the following limit. warranties, credit life Insurance, health, accidentThe most we will pay for "loss" to any hired or disability insurance purchased with the loan or "auto" is: lease; and carry-over balances from previous (1) $100,000; loans or leases.
(2) The actual cash value of the damaged or7. AIRBAG COVERAGE stolen property at the time of the "loss"; or Under Paragraph B. EXCLUSIONS - of (3) The cost of repairing or replacing the SECTION III - PHYSICAL DAMAGE damaged or stolen property, COVERAGE, the following is added:
whichever is smallest, minus a deductible. The The exclusion relating to mechanical breakdown deductible will be equal to the largest deductible does not apply to the accidental discharge of an applicable to any owned "auto" for that airbag.
coverage. No deductible applies to "loss" caused 8. ELECTRONIC EQUIPMENT - BROADENEDby fire or lightning. Hired Auto Physical Damage COVERAGEcoverage is excess over any other collectible a. The exceptions to Paragraphs B.4 -insurance. Subject to the above limit, deductible EXCLUSIONS - of SECTION III - PHYSICAL and excess provisions, we will provide coverage DAMAGE COVERAGE are replaced by the equal to the broadest coverage applicable to any following:covered "auto" you own.

4.c. 4.d.Exclusions and do not apply to We will also cover loss of use of the hired "auto" equipment designed to be operated solelyif it results from an "accident", you are legally by use of the power from the "auto's"liable and the lessor incurs an actual financial electrical system that, at the time of "loss", loss, subject to a maximum of $1000 per is:"accident".
(1) Permanently installed in or upon This extension of coverage does not apply to the covered "auto";any "auto" you hire or borrow from any of your "employees", partners (if you are a partnership), (2) Removable from a housing unit members (if you are a limited liability company), which is permanently ins talled in or members of their households. or upon the covered "auto"; (3) An integral part of the same unit
housing any electronic
equipment described in
Paragraphs (1) and (2) above; or
© 2011, The Hartford (Includes copyrighted material
Form HA 99 16 03 12 Page 3 of 5of
ISO Properties, Inc., with its permission.)

37 (4) Necessary for the normal If another Hartford Financial Services Group, operation of the covered "auto" or Inc. company policy or coverage form that is not the monitoring of the covered an automobile policy or coverage form applies to "auto's" operating system. the same "accident", the following applies:
b.Section III – Version CA 00 01 03 10 of the (1) If the deductible under this Business Auto Business Auto Coverage Form, Physical Coverage Form is the smaller (or smallest) Damage Coverage, Limit of Insurance, deductible, it will be waived; Paragraph C.2 and Version CA 00 01 10 01 of (2) If the deductible under this Business Auto the Business Auto Coverage Form, Physical Coverage Form is not the smaller (or Damage Coverage, Limit of Insurance, smallest) deductible, it will be reduced by Paragraph C are each amended to add the the amount of the smaller (or smallest) following: deductible.
$1,500 is the most we will pay for "loss" in 12. AMENDED DUTIES IN THE EVENT OF any one "accident" to all electronic ACCIDENT, CLAIM, SUIT OR LOSS equipment (other than equipment designed The requirement in LOSS CONDITIONS 2.a. -solely for the reproduction of sound, and DUTIES IN THE EVENT OF ACCIDENT,CLAIM,accessories used with such equipment) SUIT OR LOSS - of SECTION IV - BUSINESSthat reproduces, receives or transmits AUTO CONDITIONS that you must notify us of audio, visual or data signals which, at the an "accident" applies only when the "accident" istime of "loss", is: known to:
(1) Permanently installed in or upon (1) You, if you are an individual;the covered "auto" in a housing, (2) A partner, if you are a partnership;opening or other location that is not normally used by the "auto" (3) A member, if you are a limited liability manufacturer for the installation of company; or
such equipment; (4) An executive officer or insurance manager, if (2) Removable from a permanently you are a corporation. installed housing unit as described 13. UNINTENTIONAL FAILURE TO DISCLOSE in Paragraph 2.a. above or is an HAZARDSintegral part of that equipment; or If you unintentionally fail to disclose any hazards(3) An integral part of such equipment. existing at the inception date of your policy, we c. For each covered "auto", should loss be limitedwill not deny coverage under this Coverage to electronic equipment only, our obligation to Form because of such failure. pay for, repair, return or replace damaged or14. HIRED AUTO - COVERAGE TERRITORYstolen electronic equipment will be reduced by Paragraph e. of GENERAL CONDITIONS 7. -the applicable deductible shown in the POLICY PERIOD, COVERAGE TERRITORY -Declarations, or $250, whichever deductible is of SECTION IV - BUSINESS AUTO less.

CONDITIONS is replaced by the following:9. EXTRA EXPENSE - BROADENED e. For short-term hired "autos", the coverageCOVERAGE
territory with respect to Liability Coverage isUnder Paragraph A. - COVERAGE - of SECTION anywhere in the world provided that if theIII - PHYSICAL DAMAGE COVERAGE, we will "insured's" responsibility to pay damages for pay for the expense of returning a stolen covered "bodily injury" or "property damage" is "auto" to you. determined in a "suit," the "suit" is brought in

10. GLASS REPAIR - WAIVER OF DEDUCTIBLE the United States of America, the territories and possessions of the United States ofUnder Paragraph D. - DEDUCTIBLE - of SECTION America, Puerto Rico or Canada or in a III - PHYSICAL DAMAGE COVERAGE, the settlement we agree to.following is added:

15. WAIVER OF SUBROGATIONNo deductible applies to glass damage if the glass is repaired rather than replaced. TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - of SECTION IV -11. TWO OR MORE DEDUCTIBLES BUSINESS AUTO CONDITIONS is amended byUnder Paragraph D. - DEDUCTIBLE - of SECTIONadding the following:I II - PHYSICAL DAMAGE COVERAGE, the
following is added:
© 2011, The Hartford (Includes copyrighted material
Form HA 99 16 03 12 Page 4 of 5of ISO Properties, Inc., with its permission.)

38 We waive any right of recovery we may have c.Regardless of the number of autos deemed a against any person or organization with whom total loss, the most we will pay under this you have a written contract that requires such Hybrid, Electric, or Natural Gas Vehicle waiver because of payments we make for Payment Coverage provision for any one damages under this Coverage Form. "loss" is $10,000.

16. RESULTANT MENTAL ANGUISH COVERAGE For the purposes of the coverage provision, The definition of "bodily injury" in SECTION V- a.A "non-hybrid" auto is defined as an auto that DEFINITIONS is replaced by the following: uses only an internal combustion engine to move the auto but does not include autos"Bodily injury" means bodily injury, sickness or powered solely by electricity or natural gas.disease sustained by any person, including mental anguish or death resulting from any of b.A "hybrid" auto is defined as an auto with an these. internal combustion engine and one or more
electric motors; and that uses the internal17. EXTENDED CANCELLATION CONDITION combustion engine and one or more electric Paragraph 2. of the COMMON POLICY motors to move the auto, or the internal CONDITIONS - CANCELLATION - applies combustion engine to charge one or more except as follows: electric motors, which move the auto.

If we cancel for any reason other than 19. VEHICLE WRAP COVERAGEnonpayment of premium, we will mail or deliver In the event of a total loss to an "auto" for whichto the first Named Insured written notice of Comprehensive, Specified Causes of Loss, orcancellation at least 60 days before the effective Collision coverages are provided under thisdate of cancellation.

Coverage Form, then such Physical Damage18. HYBRID, ELECTRIC, OR NATURAL GAS Coverages are amended to add the following:VEHICLE PAYMENT COVERAGE In addition to the actual cash value of the "auto", In the event of a total loss to a "non-hybrid" auto we will pay up to $1,000 for vinyl vehicle wraps for which Comprehensive, Specified Causes of which are displayed on the covered "auto" at theLoss, or Collision coverages are provided under time of total loss. Regardless of the number ofthis Coverage Form, then such Physical autos deemed a total loss, the most we will pay Damage Coverages are amended as follows: under this Vehicle Wrap Coverage provision for a.If the auto is replaced with a "hybrid" auto orany one "loss" is $5,000. For purposes of this an auto powered solely by electricity or natural coverage provision, signs or other graphics gas, we will pay an additional 10%, to a painted or magnetically affixed to the vehicle are maximum of $2,500, of the "non-hybrid" auto’s not considered vehicle wraps. actual cash value or replacement cost,
whichever is less,
b.The auto must be replaced and a copy of a bill
of sale or new lease agreement received by us
within 60 calendar days of the date of "loss,"
© 2011, The Hartford (Includes copyrighted material
Form HA 99 16 03 12 Page 5 of 5of ISO Properties, Inc., with its permission.)

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41 ATTACHMENT 3

Professional Services Agreement No. 2021-041 with
Flowers and Associates

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6/1/2021 000459
Accessibility improvements for the Goleta Valley
Community Center.

Professional Design Services Agreement Goleta Community Center Improvements (CIP 9067) Flowers & Associates, Inc.
$1
Autumn Malanca, Project Manager
201 North Calle Cesar Chavez, Suite 100, Santa
805-966-2224 ext. 108
[email protected]
13775 exp. 8/31/2021
Melissa Angeles
x5122
[email protected]
Maureen Gaasch
x7560
[email protected]
&3

43 REQUISITION
04/29/2021
ISSUED TO:

Date:

Vendor #: 000459
201 NORTH CALLE CESAR CHAVEZ
SUITE 100
SANTA BARBARA, CA 93013

FLOWERS & ASSOCIATES
SHIP TO:
130 CREMONA DRIVE, SUITE B
GOLETA, CA 93117

CITY OF GOLETA
Requisition #: 21CP023
UNITS DESCRIPTION PRICE AMOUNTGL ACCOUNT NUMBERITEM ITEM # 1 0 101-90-9067-57070 FLOWERS ASSOC AG M 0.00 101-90-9067-57070 24,367.00 2 0 402-90-9067-57070 FLOWERS ASSOC AG M 0.00 402-90-9067-57070 140,633.00 On June 1, 2021 City Council, To authorize the City Manager to execute a Professional Design Services Agreement with Flowers & Associates, Inc. for the Goleta Community Center Upgrade Project (CIP 9067) in an amount not to exceed $165,000 with a termination date of December 31, 2022.
165,000.00TOTAL
SHIPPING:

TOTAL TAX:

SUBTOTAL:

0.00 0.00
165,000.00
Authorized By:

AGREEMENT #2021-PENDING 9067 GOLETA COMMUNITY CENTER - ACCESSIBILITY IMPROVEMENTS Detailed Description:

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Project Name: Goleta Community Center Improvements (Project No. 9067)

AGREEMENT FOR PROFESSIONAL DESIGN SERVICES

BETWEEN THE CITY OF GOLETA
AND
Flowers & Associates, Inc.

This AGREEMENT FOR PROFESSIONAL DESIGN SERVICES (herein referre d to as “AGREEMENT”) is made and entered into this 1 st day of June, 2021, by and between the CITY OF GOLETA, a municipal corporation (herein referred to as "CITY"), and Flowers & Associates, Inc. , a California corporation (herein referred to as "CONSULTANT").

WHEREAS, the CITY has a need for professional design services for the G oleta Community Center Improvements Project; and
WHEREAS, the CITY does not have the personnel able and/or available to perform the services required under this AGREEMENT, and therefo re, the CITY desires to contract for professional services to accomplish this work; and WHEREAS, CONSULTANT was approved by Council on December 3, 2019 and placed on a short list of pre-approved consultants for engineer ing design services after a review of a Request for Qualifications in compliance with Goleta Municipal Code Section 3.05.260; and
WHEREAS, the City Council, on this 1 st day of June 2021, approved this AGREEMENT and authorized the City Manager to execute the AGREEMENT.

CITY and CONSULTANT agree as follows:

1. RETENTION AS CONSULTANT
CITY hereby retains CONSULTANT, and CONSULTANT hereby accepts s uch 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
The services to be performed by CONSULTANT are as follows:

Professional Design Services in conjunction with Goleta Communi ty Center Improvements Project services shall generally include pr oducing design plans for access improvements to the Goleta Community Center as more particularly set forth in the Scope of Work, attached as E xhibit “A,” and incorporated herein.

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CONSULTANT shall deliver to CITY the deliverables defined in Ex hibit “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 su m of $165,000 (herein "not to exceed amount"), and shall be earned a s 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 e xpenses set forth in that exhibit shall be binding upon CONSULTANT unti l December 31, 2022, after which any change in said rates and exp enses must be approved in writing by C ITY's Project Manager as descri bed 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 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 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 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 services, not reasonably included within the services described in Section 2, as mutually agreed to writing in advance of the incurr ence 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 ser vices or expenses shall exist. The applicable hourly rates for extra services shall be at the hourly rates set forth in the compensation exhibit. 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 Manager", as that staff person is designated by CITY from time to time, and who present ly is Melissa Angeles.

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.

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6. TERM, PROGRESS AND COMPLETION
The term of this AGREEMENT is from the date first written above to December 31, 2022, unless term of this AGREEMENT is extended, or the AGR EEMENT is terminated as provided for herein.

7. OWNERSHIP OF DOCUMENTS
All drawings, designs, data, photographs, reports and other documentation (other than CONSULTANT's drafts, notes and internal memorandum), inclu ding duplication of same prepared by CONSULTANT in the performance of these service s , a r e t h e property of CITY. CITY shall be entitled to immediate possessi on 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.

8. PERSONAL SERVICES/NO ASSIGNMENT/SUBCONTRACTOR
This AGREEMENT is for professional services which are personal to CITY.

Autumn Malanca is deemed to be specially experienced and is a key member of CONSULTANT's firm and shall be directly involved in the perform ance of this work.

This key person shall communicate with, and periodically report t o , C I T Y o n t h e progress of the work. Should any such individual be removed fr om assisting in this contracted work for any reason, CITY may terminate this AGREEME NT. This AGREEMENT may not be assigned or subcontracted without the City Manager’s prior written consent.

9. HOLD HARMLESS 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 against any and all claims, losses, liabilities, damages, costs and expenses, including attorney’s fees and costs, to the exten t they arise out of, pertain to, or relate to the negligence, recklessness, or willf ul misconduct of the CONSULTANT. CONSULTANT’s duty to defend shall consist of reimbursement of defense costs incurred by CITY in direct proportion to the C ONSULTANT’s proportionate percentage of fault. CONSULTANT’s percentage of fault shall be determined, as applicable, by a court of law, jury or arbitrato r. In the event any

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loss, liability or damage is incurred by way of settlement or r esolution without a court, jury or arbitrator having made a determination of the CO NSULTANT’s percentage of fault, the parties agree to mediation with a third party neutral to determine the CONSULTANT’s proportionate percentage of fault fo r purposes of determining the amount of indemnity and defense cost reimbursem ent 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 omission of CONSULTANT, but which is not a design professional service, CON SULTANT 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) No Waiver. ClTY 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.

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 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 Commercial 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 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 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.

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d) Professional liability insuran ce 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) CITY, its employees, officials, agents and member agencies shall be covered as additional insureds. Coverage shall apply to any an d all liability arising out of the work performed or related to the contract. Additional insured status under the general liability requirement shall be p r o v i d e d o n 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 provided either in the additional insured form or through anoth er 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 liability insurance policies inception date, continuity date, or retroactive date must be before the effective date of this agre ement.

CONSULTANT agrees to maintain continuous coverage through a per iod no less than three years after completion of the services required b y t h i s agreement.
d) Liability coverage 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.

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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 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 this AGREEMENT does not comply with these 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 obliga tion 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.

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 respon sible for any workers compensation insurance, withholding taxes, unemployment insurance, and any other employer obligations associated 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 disclosed during CITY's review of CONSULTANT's report or plans. Should CONSULTANT fail to make such 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 ds 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 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 such event, CONSULTANT shall be compensated only to the extent required by law.

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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, furnished, or r e l a t i n g t o 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.

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 o f C I T Y f o r 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 records. CONSULTANT will retain such financial record s, time sheets, work progress reports, invoices, bills and project 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 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 su ch 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 AGREEMENT, or at law or in equity, shall be cumulative and alternative, an d invocation of any such right or remedy shall not constitute a waiver or election of re medies 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 AGR EEMENT and/or as a result of being awarded this AGREEMENT, CONSULTANT shall not offer, encourage

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or accept any financial interest in CONSULTANT'S business by an y 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 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 r equired by the context, the singular shall include the plural and vice versa, and the m asculine 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 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 State of California. Should litigation occur, venue shall be in Superior Court of Santa Barbara County.

21. 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.

22. TAXPAYER IDENTIFICATION NUMBER
CONSULTANT shall provide CITY with a complete Request for Taxpa yer Identification Number and Certification, Form W-9 (Rev. October 2 0 1 8 ) , a s i s s u e d b y 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 has not appropriated sufficie nt 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.

24. 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.

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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 certific ates 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 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, o fficers, 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.

29. 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 resp ect to the rendering of services, and contains all of the covenants and agreements betw een 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 unenforceable, 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 ha ve been given by depositing said notice in the United States mail, postage prepaid, and addressed as follows:

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TO CITY: Attention: Michelle Greene, City Manager
City of Goleta
130 Cremona Drive, Suite B
Goleta, CA 93117
TO CONSULTANT: Attention: Autumn Malanca, Project Manager Flowers & Associates, Inc.
201 North Calle Cesar Chavez, Suite 100
Santa Barbara, CA 93103

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 Robert A. Schmidt, P.E., President

A T T E S T
_____________________________ _____________________________ Deborah Lopez, City Clerk Vernon E. Williams, P.E., CEO APPROVED AS TO FORM:

MICHAEL JENKINS, CITY ATTORNEY
_____________________________
Winnie Cai, Assistant City Attorney

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EXHIBIT A

SCOPE OF WORK
Consultant shall deliver the following services:

1. Review all site information related to the project provided by the City.

Communicate to and share site information with subconsultants. Assumed 21 hours total (between office engineers and project manager).

3. Select a project Surveyor and coordinate inner-office and w/ surveyor to define the necessary extents and details of the mapping in order to provide sufficient detail for grading and drainage design compliant with ADA requirements.

Assumed 12 hours total (split between engineer and project manager).

5. Prepare Preliminary Civil Grading and Drainage Plans incorpo rating all the exterior improvements identified in the aforementioned Crosby/Partner reports as modified by the forthcoming ADA assessment/update. These improvements shall include modifications to the parking lot (addition of disabled parking stalls, access aisles, etc.). Assumed 64 hours total (between engineers, Principal, and project manager).

6. Prepare Preliminary Architectural Plans for all the identifi ed interior improvements, as defined below and in the forthcoming ADA Assessment/update:

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Structural Engineer: GSE, Thuy Greer, SE
Mechanical/Plumbing: MEC, Paul Tziouvaras and Linda Altomare Electrical: Smith Engineering, Brian Smith
Door Hardware: IDS, Bob Simpson
ADA Specialist: Eric McSwain

7. Circulate preliminary plans to the City for review and address comments.

8. Produce a construction level plan set (combined civil + arch itectural), incorporating revisions resulting from the Preliminary Plans review, and including construction details and specifications (on the sheets, not stand-alone specs).

Assumed 38 hours total (between engineer, principal engineer, and project manager).

9. Address comments from City (limited to one round of corrections/comments) and update the Plans, accordingly. Assumed 26 hours total (between engineer, principal engineer, and project manager).

12. Attend meetings as requested by City, not to exceed 8 man-h ours.

SPECIFIC EXCLUSIONS
Specifically not included in the above Scope of Services/Compensation are the following:

1. Geotechnical Engineering, including design, observation and testing of earthwork.

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2. City review fees and permit costs.

3. Any involvement with hazardous waste including detection, ev aluation, and cleanup.

4. Reproduction expense including the cost of blueprinting and other reprographics.

5. Entitlement.

6. Environmental review, including storm water requirements (th e new/replaced hardscape totals are not anticipated to trigger the City’s storm water requirements).

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EXHIBIT B

SCHEDULE OF FEES
Effective January 1, 2021
Until Revised

ENGINEERING SERVICES HOURLY RATE
Principal Engineer ........................................................................................................ $216.00 Associate Engineer ...................................................................................................... $199.00 Senior Engineer II ......................................................................................................... $189.00 Senior Engineer I .......................................................................................................... $176.00 Drainage Engineer ....................................................................................................... $176.00 Qualified SWPPP Practitioner ...................................................................................... $176.00 Design Engineer II ........................................................................................................ $166.00 Water Resources Specialist ......................................................................................... $166.00 Project Manager ........................................................................................................... $166.00 Design Engineer I ......................................................................................................... $154.00 CAD Designer .............................................................................................................. $140.00 CAD Technician ........................................................................................................... $125.00 Administrative Support ................................................................................................. $107.00

PLANNING SERVICES
Principal Planner .......................................................................................................... $189.00 Associate Planner ........................................................................................................ $168.00 Senior Planner ............................................................... ............................................... $158.00 Public Agency Coordinator ........................................................................................... $142.00

CONSTRUCTION PHASE SERVICES
Principal Construction Engineer ................................................................................... $216.00 Associate Construction Engineer ................................................................................. $199.00 Senior Construction Engineer ............................................................... ........................ $187.00 Resident Engineer ........................................................................................................ $176.00 Prevailing Wage Construction Monitor ......................................................................... $160.00 Construction Monitor .................................................................................................... $138.00

EXPERT TESTIMONY
Expert Testimony, Deposition, Court Appearance, and research related thereto will be charged at 3.0 times the applicable hourly rate.

REIMBURSABLE EXPENSE
Plots and other expenses connected with the work will be charged at cost.

CONSULTANTS
Subcontracts administered by Flowers & Associates, Inc. will be charged at cost plus 10%.

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Goleta City CouncilDecember 6, 2022

Goleta City Council
December 6, 2022