Agenda Item B.8
CONSENT CALENDAR
Meeting Date: January 17, 2023
TO: Mayor and Councilmembers
FROM: Charles W. Ebeling, Public Works Director
CONTACT: Nina Buelna, Assistant Public Works Director
SUBJECT: Amendment No. 1 to Agreement No. 2022 -062 for Professional Design Services with Stantec Consulting Services
RECOMMENDATION:
A. Authorize the City Manager to execute Amendment No. 1 to Agreement No. 2022-062 for the Professional Design Services with Stantec Consulting Services, Inc. for the management of the City’s Tra ffic Engineering Operations and Maintenance Division to extend the term of the agreement by one year, to June 30, 2024, and increase the contracting authority by $200,000 in Fiscal Year 2022-23 and $400,000 for Fiscal Year 2023-24, for a new total not-t o-exceed amount of $80 0,000 over the two-year contract; and
B. Authorize a budget appropriation of $ 200,000 from the General Fund Unassigned Fund Balance to the Engineering Division Professional Services account for Fiscal Year 2022-23.
BACKGROUND:
The Traffic Engineering Operations and Maintenance Division (Division) is responsible for the safe and efficient movement of all traffic modes, including pedestrians, bicyclists, and vehicles. The Division oversees the operations and maintenance of all traffic control devices, including traffic signage and striping on 86 miles of streets, over 40 traffic signals, and other electronic traffic control devices that the City owns. The Division is responsible to prov ide and improve road and traffic circulation. This includes supporting projects which will enhance the efficiency of travel and accommodating multi-modal transportation which takes into consideration the various modes of transportation such as transit, rail, walking, bicycling, and the connections among all modes.
The City’s Hired Consultant for Traffic Engineering and Maintenance Services is Stantec Consulting Services Inc (Stantec) . Sta ntec has provided professional on -call Traffic Engineering Services for the City since 2016. Stantec has been delivering key aspects of the Division’s mission, including:
Addressing backlog of resident concerns.
1 Meeting Date: January 17, 2023
Logging and responding to resident requests.
Preparation of work orders for traffic signs, pavement, and curb markings. Preparation of transportation-related City Council reports. Engineering and Traffic Surveys establishing enforceable speed limits. Negotiation of electronic traffic control device mai ntenance agreement with the County of Santa Barbara.
Resolution of traffic signal maintenance responsibilities between the County of Santa Barbara and Goleta.
Electronic traffic control device equipment inventory and needs assessment.
Stantec has been providing baseline traffic support and with this amendment the Public Works Department shall move forward with long -range policy development, prioritizing Strategic Plan objectives, current planning, and long-term planning for this Division. This includes safety enhancements, traffic signal upgrades, traffic studies, and long-range planning for bicyclists and pedestrians.
Transportation safety is a vital component of any community, but it also has significant economic impacts . Over the past 10 yea rs, the City experience d approximately 350 collisions per year costing the public over $38 million annually. With this agreement, the City will continue to look at ways to implement traffic safety enhancements and apply programs and policies that can provide the City with a cost saving of over $2 million per year. The following programs align with the City’s strategic plan and will provide safety improvement and cost savings.
Vision Zero - Strategy to strive to eliminate all traffic fatalities and severe injuries in Goleta while enhancing safe, healthy and equitable mobility for all Neighborhood Traffic Calming
Improving Intersection Sight Distance
Review of Speed Limits
Citywide Systemic Traffic Signal Equipment Upgrades - Improves safety and mobility at signalized intersections where over 40% of collisions occur. Goleta Traffic Safety Study - 2021 study of eleven high -collision corridors that identified countermeasures to mitigate safety issues at intersectio ns and on-road segments and prioritized projects based on cost/benefit ratio. Local Road Safety Plan - A data-driven plan building off the Goleta Traffic Safety Study that coordinates the efforts of a wide range of organizations to reduce traffic accident fatalities and serious injuries on all public roads. Bike and Pedestrian Long-Range Plan - Adopted in 2018. A comprehensive plan that aims to expand and improve the pedestrian and bicycle network promote public health by encouraging people to walk and bike, reduce automobile usage and fuel consumption, and promote transportation equity.
2 Meeting Date: January 17, 2023
DISCUSSION:
Current Division Scope and Funding
Stantec has been assisting the City under an existing $200,000 annual contract that has been adequate for day-to-day operations, but not for the policy development and planning and long-term planning for this Division. Table 1 summarizes current contract amounts and future contract needs.
Table 1: Stantec Contract Funds Summary
Funding Source FY 2022/2023
Actuals
FY2022/2023
Projections
Unfunded Needs
General Fund (101) –
Contract Traffic
Engineer
$200,000 $400,000 -$200,000
The items listed in Table 2 below are within the current scope of work:
Table 2: Current Scope of Work Items and Approximate Costs
Current Scope
Item Description Approximate
Annual Cost
Administrative –
Public
Requests,
Council Reports,
etc.
Investigate requests from the public and communicate
findings. Prepare work orders for changes to signing,
striping, and traffic control devices. Prepare public
notices and City Council report s as required by City
policy and/or Municipal Code.
$75,000
Speed Surveys Review and update Engineering and Traffic Surveys to set enforceable speed limits Citywide. $15,000
Development
Review
Review development applications for transportation
safety, operational, and vehicle miles traveled impacts. $50,000 Maintenance:
Striping/Signing
Plans
Review annual pavement maintenance and through
coordination with local non -profits (C oalition for
Sustainable Transportation/Santa Barbara Bicycle
Coalition), look for ways to implement multi -modal
improvements.
$15,000
Permits Review/approve traffic control plans for public roadway encroachment permits. $20,000
Traffic Signal
Maintenance
Manage traffic signal maintenance contract with the
County of Santa Barbara. $25,000
Total $200,000
3 Meeting Date: January 17, 2023
Proposed Additional Division Scope and Funding
Table 3 below summarizes the proposed additional services and funding needed for the next two fiscal years.
Table 3: Proposed Additional Services and Estimated Costs
New Scope
Item Description Estimated
Annual Cost
Events in
Public Right of
Way Policy
Establish City policy, procedures, and requirements with respect to events in the public right of way. Focus is on maintaining a reasonable level of public safety when
events are held on public streets.
$10,000
Municipal Code
Updates
Review and discuss with affected agencies, compare to
other similar agencies and recommend changes to
municipal code. Proposed changes will update outdated
sections and look to aid with enforcement and
streamlining procedures to better serve the public.
$10,000
Traffic Signing,
Striping, and
Curb Marking
Inventory and
Maintenance
Program
Data collection, management system setup , and asset
extraction and presentation as GIS Layers.
$40,000
Vision Zero
Program
More than a program – it is a whole new way of thinking about safety that assumes that all collisions are
preventable and strives to reduce serious injury and fatal collisions to zero, th rough a combination of evaluation, education, engineering, and enforcement.
$60,000
Neighborhood
Traffic Calming
Program
First year would develop and gain City Council approval of the program. Subsequent years would be to
investigate requests, develop calming strategies , and
program capital projects.
$25,000
Traffic Corridor
Timing and
Coordination
Focus on reducing delays along key corridors without
sacrificing safety and multi -modal access. Efforts will include traffic data collection and projections, traffic modeling, implementation of timing changes and
verification of delay reductions in the field.
$25,000
Street Lighting
Underground
Overhead
Wiring
Annual program to design undergrounding of overhead
wiring to approximately 500 City-owned streetlights, with the goal of undergrounding the entire system within 10
years.
$20,000
4 Meeting Date: January 17, 2023
Development
Fee Program
Updates
Annual update to Development Impact Fees according to
annual cost index. Every 5 years, there is a separate
effort to update the programs which costs approximately $300,000.
$10,000
ONGOING
ANNUAL
COSTS
$200,000
TOTAL ANNUAL TRAFFIC DIVISION COST $400,00.00
FISCAL IMPACTS:
The recommended amendment is to extend the term of the agreement to June 30, 2024, and increase the annual contract authority from $200,000 to $400,000 per fiscal year , with a new total not -to-exceed amount of $800,000. This increases the total overall contract amount by $600,000 over the next two years.
The Fiscal Year 2022 -23 current available budget under Public Works Engineering Division is $181,570 in General Fund (101). To support the contract amendment, staff is recommending an a dditional budget appropriation of $200,000 from the General Fund Unassigned Fund Balance as shown in the table below. Future fiscal year budget will be programmed accordingly. Table 4 below summarizes the professional on -call tra ffic engineering services budget.
Table 4: Professional On-Call Traffic Engineering Services
ALTERNATIVES:
The alternative to the recommended contract increase and extension would be to maintain status -quo. Stantec would continue with resident requests and day -to-day operations, but there would be no budget for moving major transportation initiatives forward.
Account Fund
Type
FY 2022-
23 Budget
YTD Activity/
Encumbrances
Requested
Appropriation Available
Balance
101-50-5200-
51200
General
Fund $490,000 $308,430 $200,000 $381,570
5 Meeting Date: January 17, 2023
Reviewed By: Legal Review By: Approved By:
___________________ ___________________ _________________ Kristine Schmidt Megan Garibaldi Robert Nisbet
Assistant City Manager City Attorney City Manager
ATTACHMENTS:
1. Amendment No. 1 to Professional Design Services Agreement No. 2022-062 with Stantec Consulting Services, Inc.
2. Professional Design Services Agreement No. 2022 -062 with Stantec Consulting Services, Inc.
6 ATTACHMENT 1
Amendment No. 1 to Professional Design Services Agreement No. 2022-062 with Stantec Consulting Services, Inc.
7 City of Goleta
Amendment No. 1 to Agreement No. 2022-062
AMENDMENT NO. 1
TO A PROFESSIONAL DESIGN SERVICES AGREEMENT
BETWEEN THE CITY OF GOLETA
AND
STANTEC CONSULTING SERVICES INC.
This Amendment No. 1 to the Professional Design Se rvices Agreement by and between the City of Goleta , a municipal corporation (“City”) and STANTEC CONSULTING SERVICES INC. (“Consultant”) dated J une 21, 2022 (“Agreement,” Agreement No. 2022-062) is made on this 17th day of January 2023.
SECTION A. RECITALS
1. This Agreement is for the m anagement of the City’s Transportation Engineering, Operations, and Maintenance Division; and
2. The Agreement currently provides in Section 3 Subsection (a) for the total compensation amount not to exceed two hundred thousand dollars ($200,000); and
3. The parties desire to amend the Agr eement so as to provide for additional compensation in the am ount $200,000 in Fiscal Year 2022-23 and add an additional increased total amount of $400,000 for Fiscal Year 2023-24, for a total increase compensation of $600,00 and a new total not-to-exceed amount of $800,000 for continued tasks; and
4. The Agreement currently provides in Section 6 for the termination of the Agreement on June 30, 2023; and
5. The parties desire to amend the Agreement so as to extend the termination of the Agreement to June 30, 2024; and
6. The Agreement currently provides in Exhibit A entitled “Scope of Work” the complete and particular description of services; and
7. 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
8. The City Council approved this Amendment No. 1, on this 17th day of January, 2023.
SECTION B. AMENDED TERMS
8 City of Goleta
Amendment No. 1 to Agreement No. 2022-062
Now therefore City and Consultant agree as follo ws that the Agreement be, and hereby is, amended as follows:
1. Subsection (a) of Section 3. COMPENSATION AND PAYMENT of the Agreement is amended to add an additio nal authorized amount of $600,000, for an increase total amount of $800,000 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 eight hundred thousand
($800,000) (herein "not-to-exceed amount") and shall be earned as the work progresses.
Hourly at the hourly rates and with reimbursement to
CONSULTANT for those expenses set forth in
CONSULTANT's Schedule of Fees marked Exhibit "B,"
attached and incorporated herein. The rates and expenses set forth in that exhibit s hall be binding upon CONSULTANT until June 30, 2024, after which any change in said rates and expenses must be approved in writing by CITY's Project
Manager as described in Section 5 (CITY is to be given 60 days notice of any rate increase request), provided the not to exceed amount is the total compensation due CONSULTANT
for all work described under this AGREEMENT.
2. Section 6. TERM , PROGRESS AND COMPLETION of the Agreement is amended to extend the term for an additional one year to read in its entirety.
The term of this Agreement is from the date first written above to June 30, 2024, unless the term of this Agreement is ext ended 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 aut horization to proceed with t he work provided by CITY’s Project Manager. All services shall be completed within the term of this Agreement following the notice to proceed.
3. 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.
4. Except as otherwise specifically provided herein, all other provisions of the Agreement shall remain in full force and effect
9 City of Goleta
Amendment No. 1 to Agreement No. 2022-062
In concurrence and witness whereof, this Amendment No. 1 has been executed by the parties effective on the date and year first above written.
CITY OF GOLETA CONSULTANT
____________________________ ______________________________ Robert Nisbet, City Manager Derek Rapp, T.E. Principal
ATTEST:
_____________________________ ______________________________ Deborah Lopez, City Clerk Hady Izadpanah, Principal
APPROVED AS TO FORM:
MEGAN GARIBALDI, CITY ATTORNEY
_____________________________
Winnie Cai, Assistant City Attorney
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Amendment No. 1 to Agreement No. 2022-062
EXHIBIT A-1
SCOPE OF WORK
CONSULTANT shall assist Public Works staff by:
Conducting field reviews of trans portation concerns and documenting existing conditions with measurements, notes and photographs. Preparing reports describing observations of existing conditions and providing recommendations, justified by appliable standards, guidance and options from accepted sources, including: CAMUTCD, California Highway Design Manual, Caltrans and APWA Standard Plans and Specifications, AASHTO and NACTO publications, etc.
Preparing City Council Reports and res ponses to members of the public. Presenting transportation-related item to the City Council. Reviewing land development submittals for traffic and safety impacts, site circulation and access issues, and traffic impact fee requirements. Resolving traffic signal maintenance issues contracted with the County of Santa Barbara.
Developing traffic engineering polici es that address the needs of the community (e.g. Neighborhood Traffic Management, Intersection Sight Distance, Safe Routes to School, etc.).
Performing other traffic engineering duties as requested by the City.
Additional Tasks:
Events in Public Right of Way Policy
Establish City policy, procedures, and requirements with respect to events in the public right of way. Focus is on maintaining a reasonable level of public safety when events are held on public streets.
Municipal Code Updates
Review and discuss with affected agencies, compare to other similar agencies and recommend changes to municipal code. Proposed changes will update outdated sections and look to aid with enforcement and streamlining procedures to better serve the public.
Traffic Signing, Striping, and Curb Marking Inventory and Maintenance Program
Data collection, management system setup, and asset extraction and presentation as GIS Layers.
11 City of Goleta
Amendment No. 1 to Agreement No. 2022-062
Vision Zero Program
Neighborhood Traffic Calming Program
Traffic Corridor Ti ming and Coordination
Street Lighting Underground Overhead Wiring
Development Fee Program Updates
12 ATTACHMENT 2
Professional Design Services Agreement No. 2022-062 with Stantec Consulting Services, Inc.
13 City of Goleta
Public Work Department and Stantec Consulting Services, Inc.
Project Name: On-Call Professional Traffic Engineering Services
AGREEMENT FOR PROFESSIONAL DESIGN SERVICES
B
ETWEEN THE CITY OF GOLETA
AND
STANTEC CONSULTING SERVICES INC.
This
AGREEMENT PROFESSIONAL DESIGN SERVICES (herein referred to as “AGREEMENT”) is made and entered into this 21st day of June, 2022, by and between the CITY OF GOLETA, a municipal corporation (herein referred to
as "CITY"), and STANTEC CONSULTING SERVICES INC., a New York Corporation (herein referred to as "CONSULTANT").
SECTION A. RECITALS
1. The CITY has a need for professional traffic engineering services; and
2. The CITY does not have the personne
l able and/or available to perform
the services required under this AGREEMENT, and therefore, the CITY desires to contract for professional
services to accomplish this work; and
3. The CITY procured these services in compliance with Goleta Municipal Code Section 3.05.260.
4. The City Council, on this
21st day of June, 2022, approved this
AGREEMENT and authorized the City Manager to execute the AGREEMENT.
SECTION B. TERMS
1. RETENTION AS CONSULTANT
CITY hereby retains CONSULTANT , and CONSULTANT hereby accepts such engagement, to perform the services described in Section 2. CONSULTANT warrants it has the qualificat ions, experience, and facilities to properly and timely perform said services.
2. DESCRIPTION OF SERVICES
The services to be performed by CONSULTANT are as-needed Professional Traffic Engineering Services, as more particularly set forth in the Scope of Work, attached as Exhibit “A,” and incorporated herein.
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3. COMPENSATION AND PAYMENT
(a) Maximum and Rate . The total compensation payable to CONSULTANT by CITY for the services under this AGREEMENT SHALL NOT EXCEED the sum of $200,000 (herein "not to exceed amount") and shall be earned as the work progresses on the following basis:
Hourly at the hourly rates and with reimbursement to CONSULTANT for those expenses set forth in CO NSULTANT's Schedule of Fees marked Exhibit "B," attached and incorporated herein. The rates and expenses set forth in that exhibit shall be binding upon CONSULTANT until June 30, 2023 after which any change in said rates and expenses must be approved in writing by CITY's Project Manager as described in Section 5 (CITY is to be given 60 days notice of any rate increase request) , provided the not to exceed amount is the total compensati on due CONSULTANT for all work described under this AGREEMENT.
(b) Payment . CONSULTANT shall pr ovide CITY with written verification of the actual compensation ear ned, which written verification shall be in a form satisfactory to CITY's Project Manager, as described in Section 5.
Invoices shall be made no more frequently than on a monthly basis, and describe the work performed (including a list of hour s worked by personnel classification).
All payments shall be made within 30 days after CITY’s approval of the invoice.
4. EXTRA SERVICES
CITY shall pay CONSULTANT for those CITY authorized extra services, not reasonably included within the services described in Section 2, as mutually agreed to writing in advance of the incurrence of extra services by CONSULTANT.
Unless CITY and CONSULTANT have agreed in writing before the performance of extra services, no liability and no right to claim compensation for such extra services or expenses shall exist. The applicable hourly rates for extra services shall be at the hourly rates set forth in Exhibit B, if one is included as part of this agreement. Any compensation for extra se rvices shall be part of the total compensation and shall not increase the not to exceed amount identified in Section
3. 5. CITY PROJECT MANAGER AND SERVICES BY CITY
The services to be performed by CONSULTANT shall be accomplished under the general direction of, and coordinate with, CITY's "Project Manager", as that staff person is designated by CITY fr om time to time, and who presently is Charlie Ebeling. Project Manager shall have the aut hority to act on behalf of the CITY in administering this AGREEMENT but shall not be authorized to extend the term of the AGREEMENT or increase the not to exceed amount.
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6. TERM, PROGRESS AND COMPLETION
The term of this AGREEMENT is from the date first written above to June 30, 2023, unless term of this AGREEMEN T is extended, or the AGREEMENT is terminated as provided for herein.
CONSULTANT shall not commence work on the services to be performed until (i) CONSULTANT furnishes proof of insurance as required by Section 10 below, and (ii) CITY gives written authorization to proceed with the work provided by CITY's Project Manager.
7. OWNERSHIP OF DOCUMENTS
All drawings, designs, data, photographs, reports and other documentation (other than CONSULTANT's drafts, not es and internal memorandum), including duplication of same prepared by CONSUL TANT in the perf ormance of these services, are the property of CITY. CITY shall be entitled to immediate possession of the same upon completion of the work under this AGREEMENT, or at any earlier or later time when requested by CITY . CITY agrees to hold CONSULTANT harmless from all damages, claims, expenses, and losses arising out of any reuse of the plans and specifications for purpos es other than those described in this AGREEMENT, unless written authorization of CONSULTANT is first obtained.
8. PERSONAL SERVI CES/NO ASSIGNMENT/SUBCONTRACTOR
This AGREEMENT is for professional services which are personal to CITY.
Derek Rapp is deemed to be specially experienced and is a key member of CONSULTANT's firm, and shall be directly involved in the performance of this work. This key person shall communicate with, and periodically report to, CITY on the progress of the work. Should any such individual be removed from assisting in this contracted work for any reason, CITY may terminate this AGREEMENT.
This AGREEMENT may not be assigned or subcontracted without the City Manager’s prior written consent.
9. HOLD HARML ESS AND INDEMNITY
(a) Indemnification and Defense for Professional Service. To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless the CITY and any and all of its officials, employees and agents (“Indemnified Parties”) from and agains t any and all claims, losses, liabilities, damages, costs and expenses, including attorney’s fees and costs, to the extent they arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT. CONSULTANT’s duty to defend shall consist of reimbursement of defense costs incurred by CITY in direct proportion to the CONSULTANT’s proportionate percentage of fault. CONSULTANT’s percentage of fault shall be determined, as
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applicable, by a court of law, jury or arbitrator. In the event any loss, liability or damage is incurred by way of settl ement or resolution without a court, jury or arbitrator having made a determination of the CONSULTANT’s percentage of fault, the parties agree to mediation with a third party neutral to determine the CONSULTANT’s proportionate percentage of fault for purposes of determining the amount of indemnity and defense cost reimbursement owed to the CITY.
(b) For All Other Liabilities. Notwithstanding the foregoing and without diminishing any rights of CITY, for any liability, claim, demand, allegation against CITY arising out of, related to, or pertaining to any act or omission of CONSULTANT, but which is not a design professional service, CONSULTANT shall defend, indemnify, and hold harmless CITY, its officials, employees, and agents (“Indem nified Parties”) from and against any and all damages, costs, expenses (including reasonable attorney fees and expert witness fees), judgments, settlements, and/or arbitration awards, whether for personal or bod ily injury, property damage, or economic injury, and arising out of, related to, any concurrent or contributory negligence on the part of the CITY, except for the sole or active negligence of, or willful misconduct of the CITY.
( c ) N o W a i v e r . ClTY does not waive, nor shall be deemed to have waived, any indemnity, defense or hold harmless rights under this section because of the acceptance by CITY, or the deposit with CITY, of any insurance certificates or policies described in Section 10.
10. INSURANCE
CONSULTANT shall, at CONSULTANT's sole cost and expense, provide insurance as described herein. All insu rance is to be placed with insurers authorized to do business in the State of California with an A.M. Best and Company rating of A- or better, Class VII or better, or as otherwise approved by CITY.
Insurance shall include the following (or broader) coverage:
a) Insurance Services Office Co mmercial Liability coverage “occurrence” form CG 00 01 or its exact equivalent with an edition date prior to 2004 and with minimum limits of $1,000,000 per occurrence and $2,000,000 general aggregate.
b) Insurance Services Office form number CA 00 01 or equivalent covering Automobile Liability, including hired and non-owned automobile liability with a minimum limit of $1,000,000 per accident. If the Service Provider owns no vehi cles, this requirement may be satisfied by a non-owned and hir ed auto endorsement to Service Provider’s commercial general liability policy.
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c) Workers’ C
ompensation insurance complying with California worker’s compensation laws, including statutory limits for workers’ compensation and an Employer’s Liabi lity limit of $1,000,000 per accident or disease.
d) Professional liability insurance that covers the services to be performed in connection with this agreement, in the minimum amount of $1,000,000 per claim.
Liability insurance policies required to be provided by CONSULTANT hereunder shall contain or be endorsed to contain the following provisions:
a) Except for professional liabili ty insurance, CITY, its employees, officials, agents and member agencies shall be covered as additional insureds. Coverage shall apply to any and all liability arising out of the work performed or related to the cont ract. Additional insured status under the general liability requirem ent shall be provided on Insurance Services Office Form CG 20 10, with an edition date prior to 2004, or its equivalent. Additional insured status for completed operations shall be provided either in the additio nal insured form or through another endorsement such as CG 20 37, or its equivalent.
b) General and automobile liability insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer’s liability. Coverage will not be limited to CITY’s vicarious liability.
c) Professional liability insurance po licies inception date, continuity date, or retroactive date must be before the effective date of this agreement.
CONSULTANT agrees to maintain continuous coverage through a period no less than three years afte r completion of the services required by this agreement.
d) Except for professional liability insurance, 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 suspended, voided, canceled or reduced in coverage or in limits except after 30 days’ prior written notice has been given to CITY. Such provision shall not include any limitation of liability of the insurer for failure to provide such notice.
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f) No liability insurance cove rage provided to comply with this AGREEMENT shall prohibit CONSULTANT, or CONSULTANT’s
employees, or agents, from waiving the right of recovery prior to a loss.
CONSULTANT waives its right of recovery against CITY.
g) CONSULTANT agrees to depos it with CITY within fifteen days of Notice to Proceed of the Contract certificates of insurance and required endorsements.
h) There shall be no recourse agains t CITY for payment of premiums or other amounts with respect to the insurance required to be provided by CONSULTANT hereunder. Any failure, actual or alleged, on the part of CITY to monitor compliance wit h these requirements will not be deemed as a waiver of any rights on the part of CITY. CITY has no additional obligations by virtue of requiring the insurance set forth herein. In the event any policy of insurance required under this AGREEMENT does not comply with these requirements or is canceled and not replaced, CITY has the right but not the duty to obtain the insurance it deems necessary and any premium paid by CITY will be promptly reimbursed by CONSULTANT or CITY will withhold amounts sufficient to pay premium from CONSULTANT payments.
i) CONSULTANT agrees to provide immediate notice to CITY of any claim or loss against CONSULTANT arising out of the work performed under this AGREEMENT. CITY assume s no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve CITY.
11. RELATIONSHIP OF CONSULTANT TO CITY
The relationship of the CONSULTANT to CITY shall be that of an independent contractor and t hat in no event shall CONSULTANT be considered an officer, agent, servant or employee of CITY. CONSULTANT shall be solely responsible for any workers compensat ion insurance, withholding taxes, unemployment insurance, and any other employer obligations associated with the described work.
12. CORRECTIONS
In addition to the above indemnification obligations, CONSULTANT shall correct, at its expense, all errors in the work that may be disclosed during CITY's review of CONSULTANT's report or pl ans. Should CONSULTA NT fail to make such correction in a reasonably timely manner, such correction shall be made by CITY, and the cost thereof shall be charged to CONSULTANT or withheld from any funds due to CONSULTANT hereunder.
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13. TERMINATION BY CITY
CITY, by notifying CONSULTANT in writing, may upon 10 calendar days notice, terminate without cause any portion or all of the services agreed to be performed under this AGREEMENT. If term ination is for cause, no notice period need be given. In the event of termination, CONSULTANT shall have the right and obligation to immediately assemble work in progress for the purpose of closing out the job. All compensation for actual wo rk performed and charges outstanding at the time of termination shall be payable by CITY to CONSULTANT within 30 days following submission of a final statement by CONSULTANT unless termination is for cause. In such event, CONSULTANT shall be compensated only to the extent required by law.
14. ACCEPTANCE OF FINAL PAYMENT CONSTITUTES RELEASE
The acceptance by CONSULTANT of the final payment made under this AGREEMENT shall operate as and be a release of CITY from all claims and liabilities for compensation to CONSUL TANT for anything done, furnished, or relating to CONSULTANT'S work or serv ices. Acceptance of payment shall be any negotiation of CITY's check or the failure to make a written extra compensation claim within 10 calendar days of the receip t of that check. However, approval or payment by CITY shall not constitu te, nor be deemed, a release of the responsibility and liability of CONSULTANT, its employees, subcontractors, agents and CONSULTANTs for the accuracy and competency of the information provided and/or work performed; nor shall such appr oval or payment be deemed to be an assumption of such responsibility or liability by CITY for any defect or error in the work prepared by CONSULTANT, its em ployees, subcontractors, agents and consultants.
15. AUDIT OF RECORDS
At any time during normal business hours and as often as it may deem necessary, CONSULTANT shall make avail able to a representative of CITY for examination of all its re cords with respect to all matters covered by this AGREEMENT and will permit CITY to audit, examine and/or reproduce such records. CONSULTANT will retain such financial records, time sheets, work progress reports, invoices, bills and projec t records for at least two years after termination or final payment under this AGREEMENT.
16. WAIVER; REMEDIES CUMULATIVE
Failure by a party to insist upon t he strict performance of any of the provisions of this AGREEMEN T by the other party, irrespective of the length of time for which such failure continues, shall not constitute a waiver of such party's right to demand strict compliance by such ot her party in the future. No waiver by a party of a default or breach of the other party shall be effective or binding upon
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such party unless made in writing by su ch party, and no such waiver shall be implied from any omissions by a party to take any action with respect to such default or breach. No express written waiver of a specified default or breach shall affect any other default or breach, or cover any other period of time, other than any default or breach and/or period of time specified. All of the remedies permitted or available to a party under this AGREEMEN T, or at law or in equity, shall be cumulative and alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right of remedy.
17. CONFLICT OF INTEREST
CONSULTANT is unaware of any CITY employee or official that has a financial interest in CONSULTANT'S business. During the term of this AGREEMENT and/or as a result of being awarded this AGREEMENT, CONSULTANT shall not offer, encourage or accept any financial interest in CONSULTANT'S business by any CITY employee or official.
18. CONSTRUCTION OF LANGUAGE OF AGREEMENT
The provisions of this AGREEMEN T shall be construed as a whole according to its common meaning of purpose of providing a public benefit and not strictly for or against any party. It shall be construed consistent with the provisions hereof, in order to achieve the objectives and purposes of the parties. Wherever required by the context, t he singular shall include the plural and vice versa, and the masculine gender shall include the feminine or neutral genders or vice versa.
19. MITIGATION OF DAMAGES
In all situations arising out of this AGREEMENT, the parties shall attempt to avoid and minimize the damages resulting from the conduct of the other party.
20. GOVERNING LAW
This AGREEMENT, and the rights and obli gations of the parties, shall be governed and interpreted in accordance with t he laws of the State of California.
Should litigation occur, venue shall be in Superior Court of Santa Barbara County.
21. NONDISCRIMINATION
CONSULTANT shall not di scriminate on the basis of race, color, gender, gender identity/expression, pregnancy, sexual orientation, disability, marital status, or any other characteristic protected under applicable federal or state law.
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22. TAXPAYER IDENTIFICATION NUMBER
CONSULTANT shall provide CITY with a complete Request for Taxpayer Identification Number and Certification, Form W-9 (Rev. October 2018), as issued by the Internal Revenue Service.
23. NON-APPROPRIATION OF FUNDS
Payments due and payable to CONSULTANT for current services are within the current budget and wit hin an available, unexha usted and unencumbered appropriation of CITY funds. In the event CITY has not appropriated sufficient funds for payment of CONSULTANT servic es beyond the current fiscal year, this AGREEMENT shall cover only those costs incurred up to the conclusion of the current fiscal year.
24. MODIFICATION OF AGREEMENT
The tasks described in this AGR EEMENT and all other terms of this AGREEMENT may be modified only upon mu tual written consent of CITY and CONSULTANT.
25. USE OF THE TERM “CITY”
Reference to “CITY” in this AGR EEMENT includes City Manager or any authorized representative acting on behalf of CITY.
26. PERMITS AND LICENSES
CONSULTANT, at its sole expense, shall obtain and maintain during the term of this AGREEMENT, all appropriate permits, licen ses, and certificates that may be required in connection with the pe rformance 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, officers, directors, shareholders, divisions, subsidiaries , agents, employees, successors, assigns, principals, partners, joint venturers, insurance carriers and any others who may claim through it to this AGREEMENT.
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29. ENTIRE AGREEMENT BETWEEN PARTIES
Except for CONSULTANT'S proposals and submitted representations for obtaining this AGREEMENT, this AGREEMENT supersedes any other agreements, either oral or in writing, between the parties hereto with respect to the rendering of services, and contains all of the covenants and agreements between the parties with respect to said services.
30. PARTIAL INVALIDITY
If any provision in this AGREEMENT is held by a court of competent jurisdiction to be invalid, void or unenf orceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.
31. NOTICES
Any notice required to be given hereunder shall be deemed to have been given by depositing said notice in the United States mail, po stage prepaid, and addressed as follows:
TO CITY: Attention: Mi chelle Greene, City Manager
City of Goleta
130 Cremona Drive, Suite B
Goleta, CA 93117
TO CONSULTANT: Attention: Derek Rapp, Senior Principal
Stantec
200 East Carrillo Street
Santa Barbara, CA 93101
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.
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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 Derek Rapp, T.E. Principal
A T T E S T
_____________________________ _____________________________ Deborah Lopez, City Clerk Hady Izadpanah,Principal
APPROVED AS TO FORM:
MEGAN GARIBALDI, CITY ATTORNEY
_____________________________
Winnie Cai,
Assistant City Attorney
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EXHIBIT A
SCOPE OF SERVICES
CONSULTANT shall assist Public Works staff by:
x Conducting field reviews of trans portation concerns and documenting existing conditions with measurements, notes and photographs.
x Preparing reports describing observations of existing conditions and providing recommendations, justified by appliable standards, guidance and options from accepted sources, including: CAMUTCD, California Highway Design Manual, Caltrans and APWA Standard Plans and Specifications, AASHTO and NACTO publications, etc.
x Preparing City Council Reports and re sponses to members of the public.
x Presenting transportation-related item to the City Council.
x Reviewing land development submittals for traffic and safety impacts, site circulation and access issues, and traffic impact fee requirements.
x Resolving traffic signal maintenance issues contracted with the County of Santa Barbara.
x Developing traffic engineering polici es that address the needs of the community (e.g. Neighborhood Traffic Management, Intersection Sight Distance, Safe Routes to School, etc.).
x Performing other traffic engineering duties as requested by the City.
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EXHIBIT B
SCHEDULE OF FEES
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