Amendment No. 3 to Agreement with Flowers and Associates, Inc. for Professional Services Related to ADA Capital Improvements at the Goleta Community Center

Agenda Item B.5

CPMS CONSENT CALENDAR
Meeting Date: February 21, 2023
TO: Mayor and Councilmembers
FROM: Matthew R. Fore, General Services Director
SUBJECT: Amendment No. 3 to Agreement with Flowers and Associates, Inc. for Professional Services Related to ADA Capital Improvements at the Goleta Community Center
RECOMMENDATION:

Authorize the City Manager to execute Amendment No. 3 to Agreement No. 2021-041 with Flowers and Associates, Inc. for professional design services related to capi tal improvements at the Goleta Community Center, adding to the scope of work and increasing the contract authority by $34,489, for a total not-to-exceed amount of $225,789.

BACKGROUND:

On June 1, 2021, the City Council authorized the City Manager to execute Agr eement No. 2021 -041 with Flowers and Associates, Inc. (Flowers) to provide profession al design services for the Gol eta Community Ce nter Improvements Project (which consists of ADA improvements). On Sept ember 29, 2021, the City executed Amendment No. 1 to the Agreement to amend Exh ibit A to ide ntify a new Electri cal Engineer for the project team . On December 6, 2022, the City executed Amendment No. 2 to the Agreement to amend Exhibit A to update the list of professionals that comprise the Consultant’s Projec t Team ; to include design of a s tage lift , additional handrails throughout the facility; survey and topographic mapping for replacement of a sewer lateral; inclusion of Federal Contract Pro visions; and to extend the term of the agreement to June 30,2023.

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. 3 to Agreement No. 2021-041 includes the following revisions:
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1. Revision of Exhibit A-1 – Scope of Work to extend design work for the new sewer lateral and to direct Flowers to x-ray the restroom floor to ensure the adequacy of the restroom architecture; and

2. Increase compensation in the amount of $34,489 to cover the cost of t he design work described above.

Design work on the sewer lateral has begun but the full scope and cost are not ful ly covered by Amendment No. 2. Therefore, staff is recommending a pproval of Amendment No . 3 to complete this design work that is critical to the ADA -compliant restroom facilities.

FISCAL IMPACTS:

Sufficient budget exi sts in CIP Projec t No. 9121 Goleta Communi ty Center ADA Improvements to cover the cost of the a mendment with Flowers. Therefore, staff is not requesting additional appropriations with this Council action.

ALTERNATIVES:

The City Council may elect to not authorize the proposed contract amendment and provide staff alternative direction. However, doing so may result 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. 3 to Professional Services Agreement No. 2021-041 with Flowers and Associates, Inc. for the Gol eta Community Center Improvements

2. Amendment No. 2 to Professional Services Agreement No. 2021-041 with Flowers and Associates, Inc. for the Gol eta Co mmunity Center Improvements

3. Amendment No. 1 to Professional Services Agreement No. 2021-041 with Flowers and Associates, Inc. for the Goleta Community Center Improvements

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

Amendment No. 3 to Professional Services Agreement No. 2021-041 with Flowers and Associates, Inc. for the Goleta Community Center Improvements

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AMENDMENT NO. 3

TO A PROFESSIONAL SERVICES AGREEMENT

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

This Amendment No. 3 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 February 2023.

SECTION A. RECITALS

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

2. The Agreement currently provides in Section 3 Subsection (a) for the total compensation amount not to exceed $191,300; and

3. The parties desire to amend the Agreement so as to provide for additional compensation in the amount of $34,489 for additional tasks; and

4. The Agreement currently provides in Exhibit A-1 entitled “Scope of Work” the complete and particular description of services; and

5. The parties desire to amend Exhibit A-1 by adding additional services as more completely and particularly set forth in the Scope of Work, attached as Exhibit A-2; and

6. The City Council approved this Amendment No. 3, on this day of February 2023.

SECTION B. AMENDED TERMS

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

1. Subsection (a) of Section 3. COMPENSATION AND PAYMENT of the Agreement is amended to add an additional authorized amount of $34,489 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 $225,789 (herein "not -to-exceed amount") and shall be earned as the work progresses.
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2. This Agreement is amended to delete and replace in its entirety:

Exhibit A-1 “Scope of Work” with Exhibit A-2 “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. 3 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., President

ATTEST:

Deborah Lopez, City Clerk Vernon E. Williams, P.E., CFO

APPROVED AS TO FORM:

MEGAN GARIBALDI, CITY ATTORNEY

Winnie Cai, Assistant City Attorney
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EXHIBIT A-2

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 including X - Ray of the men’s and women’s restroom floor systems to determine size, spacing, and depth of reinforcing steel within the existing concrete slabs, and boring of two 6 -inch diameter holes in the existing concrete slabs to d etermine the existing building construction under the slabs . 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 the handrails o n the existing front entrance stairs. ADA stage and associated handrails in dining room. 6 DocuSign Envelope ID: 1FB80ACC-12DB-4F6A-9712-6F97692AB904 City of Goleta
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Replacement of sewer lateral that serves the existing restrooms and installation of grease interceptor. Preparation of sewer lateral replacement plans includes the following work:

a. Coordination with City staff regarding locations of existing sewer lines, conditions and elevations, and evaluation of which lines to investigate and pursue for replacement
b. Record searches for easements that allow connection to the sewer main, westerly, as opposed to travelling to the main on Hollister Avenue
c. Coordination, calls, site visits, and meetings with Goleta Sanitary District, the project surveyor, multiple plumbers, and scoping specialists to define the onsite sewer lines and elevations, to determine the best route for the new line
d. Review of past sewer line inspections and video inspections e. Calculate effluent loads from the Goleta Community Center and Boys and Girls Club and determine available capacity in the Goleta Sanitary District’s main line to receive these loads. f. Coordination with contract plumbers, Goleta Sanitary District and City staff, to assess the viability of the new sewer line tie-in g. Design and produce plans for the sewer line replacement, including replacement of the concrete walkway/doorway exits to be ADA-compliant along the south side of the Goleta Community Center building

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. 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).
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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.

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 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).

>
8 ATTACHMENT 2

Amendment No. 2 to Professional Services Agreement No. 2021-041 with Flowers and Associates, Inc. for the Goleta Community Center Improvements

9 City of Goleta
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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 improvements to the Goleta Community Center Improvements Project (Project No. 9121); and

2. This Agreement has been amended to amend Exhibit A of the Agreement 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 the 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 Angeles as the City Project Manager.

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

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

8. The parties desire to amend the 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 Section 32 – Federal Requirements and Appendix C – Federal Contract Provisions to address the use of federal funding; and

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2021-041.2
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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, and hereby is, amended as follows:

1. Subsection (a) of Section 3. COMPENSATION AND PAYMENT of the Agreement is amended to add an additional authorized amount of $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 shall have the authority to act on behalf of the CITY in administering this AGREEMENT but shall not be authorized to extend th e 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 of this contract. The consultant shall comply with all federal requirements including, but not limited to, the following:

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

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

Subcontracts, if any, shall contain a pro vision making them subject 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., President

ATTEST:

_____________________________ ______________________________ Deborah Lopez, City Clerk Vernon 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).

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 ADA stage lift and associated handrails in auditorium
ADA handrails at the existing ramp at the main entrance, and the 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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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).

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-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 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).

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

B. Affirmative steps shall include:

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

Consultant shall submit evidence of complia nce with the foregoing affirmative steps when requested by the Agency.

Notwithstanding the foregoing, the affirmative steps requirements detailed above do not apply in the case of a noncompetitive procurement made under 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 this contract, such costs must conform to the cost principles set forth under the Uniform Rules at 2 C.F.R. Part 200, subpart E (“Cost Principles”). In general, costs must (i) be necessary and reasonable; (ii) allocable to the grant award; (iii) conform to any limitations or exclusions set forth in the Cost Principles; (iv) be adequately documented; and (v) be determined in accordance with generally accepted accounting principles (“GAAP”), except, for state and local governments and Indian tribes only, as otherwise 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 repayment by Consultant.

3. ACCESS TO RECORDS & RECORD RETENTION (2 C.F.R. 200.336) A. Consultant shall comply with 2 C.F.R. § 200.336 and provide the Federal Agency, Inspectors General, the Comptroller General of the United States, Agency, and the State of California or any of their authorized representatives access, during normal business hours, to documents, papers, books and records which are directly pertinent to this contract for the purposes of making and responding to 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 authorized 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): Remedies 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, including the manner by which it will be effected and the basis for settlement, then the DocuSign Envelope ID: 3A6304AB-C4EB-409F-A186-625B6A0CAB8A DocuSign Envelope ID: 54F32F29-9EC8-4818-BAF5-6272D4645FD8 18 City of Goleta
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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 time the 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 notice to Consultant, terminate this contract for convenience, in whole or in part, at any time by giving wri tten notice to Consultant of such termination, and specifying the effective date thereof (“Notice of Termination for Convenience”). If the termination is for the convenience of the Agency, the Agency shall compensate Provider for work or materials fully a nd adequately provided through the effective date of termination. No amount shall be paid for unperformed work or materials not provided, including anticipated profit. Consultant shall provide documentation deemed adequate by the Agency to show the work ac tually completed or materials provided by Consultant prior to the effective date of termination. This contract shall terminate on the effective date of the Notice of Termination.

ii. Termination for Cause. If Consultant fails to perform pursuant to the terms of this contract, the Agency shall provide written notice to 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 for cause, in whole or in part, and specifying the effective date thereof (“Notice of Termination for Caus e”). 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 project and correct Consultant’s deficiencies and charge the cost thereof to Consultant, who shall be liable for the full cost of the Agency's corrective action, including reasonable overhead, profit and attorneys' fees.

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

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

Consultant 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 th at 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 shal l automatically be converted to and treated as a termination for convenience. In such event, Consultant shall be entitled to receive only the amounts payable under this Section, and Consultant specifically waives any claim for any other amounts or damages, including, but not limited to, any claim for consequential damages or lost profits. The rights and remedies of the Agency provided in this Section shall not be exclusive and are in addition to any other rights and remedies provided by law, equity or unde r 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 discrimin ate against any employee or applicant for employment because of race, color, religion, sex, or national 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 national origin. Such action shall include, but not be limited to, the following:
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 their race, color, religion, sex, or national origin.

iii. Consultant will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which 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 such information, unless suc h disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with Consultant‘s legal duty to furnish information.

iv. Consultant will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer, advising the labor union or workers' rep resentative of the contractor's commitments under Section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notice in DocuSign Envelope ID: 3A6304AB-C4EB-409F-A186-625B6A0CAB8A DocuSign Envelope ID: 54F32F29-9EC8-4818-BAF5-6272D4645FD8 21 City of Goleta
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conspicuous places available to employees and applicants for employment.

v. Consultant will comply with a ll provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.

vi. Consultant will furnish all information and reports required by Executive Order No. 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such 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 i n part and the contractor may be declared 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 pursuant to Section 204 of Executive Order No. 11246 of September 24,1965, so that such provisions will be binding upon each subcontractor or Consultant. Consultant will take such a ction with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that in the event Consultant becomes involved in, or is t hreatened 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 employment 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. 37 04 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies o r materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.

ii. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of l aborers 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 or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek.

iii. In the event of any violation of the clause set forth in paragraph (ii) of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (ii) of this section, in the sum of $10 for eac h calendar day on which DocuSign Envelope ID: 3A6304AB-C4EB-409F-A186-625B6A0CAB8A DocuSign Envelope ID: 54F32F29-9EC8-4818-BAF5-6272D4645FD8 23 City of Goleta
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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 overtime wages required by the clause set forth in paragraph (ii) of this section.
iv. The Agency shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the Consultant or subcontractor under any such contract or any other Fe deral contract with the same prime contractor, or any other federally -assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to 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 subcontracts 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 for 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 Inventions Made by Nonprofit Organizations and Small Business Firms Unde r Government Grants, Contracts and Cooperative Agreements), and any implementing regulations issued by the Agency.
ii. The regulation at 37 C.F.R. § 401.2(a) currently defines “funding agreement” as any contract, grant, or cooperative agreement entered into between any Federal agency, other than the Tennessee Valley Authority, and any contractor for the performance of DocuSign Envelope ID: 3A6304AB-C4EB-409F-A186-625B6A0CAB8A DocuSign Envelope ID: 54F32F29-9EC8-4818-BAF5-6272D4645FD8 24 City of Goleta
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experimental, developmental, or research work funded in whole or in part by the Federal government. This term also includes any assignment, su bstitution 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 Ass istance 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 issued pursuant to the Clean Air Act (42 U.S.C. 7401 -7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387).

i. Pursuant to the Clean Air Act, (1) Consultant agrees to comply 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 and agrees that the Agency will, in turn, report each violation as required to assure notification to the Federal awarding agency and the appropriate Environmental Protection Agency Regional Office, and (3) Consultant agrees to include these requirements in each subcontract exceeding $150,000.

ii. Pursuant to the Federal Water Pollution Control Act, (1) Consultant 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 agree s to report each violation to the Agency and understands and agrees that the Agency will, in turn, report each violation as required to assure notification to the Federal awarding agency and the appropriate Environmental Protection Agency Regional Office, and (3) Consultant agrees to include these requirements in each subcontract exceeding $150,000.

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G. Appendix II to Part 200 (H) – Debarment and Suspension: A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 C.F.R. part 1986 Comp., p. 189) and 12689 (3 C.F.R. part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. i. This contract is a covered transaction for purp oses 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 relied upon by Agency. If it is later determined that Consultant did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies 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 performing work under this contract are not debarred, disqualified, or otherwise prohibited from participation in accordance with the requirements above. Consultant further agrees to notify the Agency in writing 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 DocuSign Envelope ID: 3A6304AB-C4EB-409F-A186-625B6A0CAB8A DocuSign Envelope ID: 54F32F29-9EC8-4818-BAF5-6272D4645FD8 26 City of Goleta
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“Disclosure Form to Report Lobbying.” Consultants that apply or bid for an award exceeding $100,000 must file the required certifica tion. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or emp loyee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient.

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

i. Consultant shall comply with section 6002 of the Solid Waste Disposal Act, as amen ded by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. part 247 that contain the highest percentage of recovered ma terials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste manage ment 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 make 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, alon g with the list of EPA - designate items, is available at EPA’s Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive- procurement-guideline-cpg-program.

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5. MISCELLANEOUS PROVISIONS

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

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 acknowledge s that 31 U.S.C. Chapter 38 (Administrative 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 subcontractors 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 born e by the Consultant, the Consultant’s investment, the amount of
subcontracting, the quality of its record of past performance, and industry profit rates in the surrounding geographical area for similar work.

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

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Amendment No. 1 to Professional Services Agreement No. 2021-041 with Flowers and Associates, Inc. for the Goleta Community Center Improvements

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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

DocuSign Envelope ID: FDD44D05-97AB-46E7-A305-99BCAEA3C3D9 9/29/2021
30 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:

DocuSign Envelope ID: FDD44D05-97AB-46E7-A305-99BCAEA3C3D9 31 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 design 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].

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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 m unicipal 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 September, 2021.

S
ECTION 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 Agr
eement currently provides in Exhibit A entitled “Scope of Work” the subconsultants; and

3. The par
ties 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 September, 2021.

SE
CTION 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. Ex
cept as otherwise specifically provided herein, all other provisions of the Agreement shall remain in full force and effect
In c
oncurrence and witness whereof, this Amendment No. 1 has been executed by the parties effective on the date and year first above written.

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

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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-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).

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

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Note, no change to existing restrooms
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:

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).

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:

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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).

DocuSign Envelope ID: FDD44D05-97AB-46E7-A305-99BCAEA3C3D9 37 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 #
NAME:

CONTACT
(A/C, No):

FAX
E-MAIL
ADDRESS:

PRODUCER
(A/C, No, Ext):

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 e ndorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A st atement 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.

OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIO D INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

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. $
$
$
$PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)

COMBINED SINGLE LIMIT

AUTOS ONLY

AUTOSAUTOS ONLY

NON-OWNED

SCHEDULEDOWNED

ANY AUTO

AUTOMOBILE LIABILITY
Y / N

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under

ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
ER
OTH-

STATUTE
PER

LIMITS(MM/DD/YYYY)

POLICY EXP
(MM/DD/YYYY)

POLICY EFF

POLICY NUMBERTYPE OF INSURANCELTR
INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

EXCESS LIAB
UMBRELLA LIAB $EACH OCCURRENCE
$AGGREGATE
$
OCCUR

CLAIMS-MADE
DED RETENTION $
$PRODUCTS - COMP/OP AGG
$GENERAL AGGREGATE
$PERSONAL & ADV INJURY
$MED EXP (Any one person)
$EACH OCCURRENCE

DAMAGE TO RENTED
$PREMISES (Ea occurrence)

COMMERCIAL GENERAL LIABILITY

CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:

POLICY PRO-

JECT LOC

CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY)

CANCELLATION

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

CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED

AUTOS ONLY

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APPROVED 4/29/21
(MM/DD/YYY

POLICY EF

21221222222222222

DocuSign Envelope ID: FDD44D05-97AB-46E7-A305-99BCAEA3C3D9 38 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.

SCHEDULE
Person or Organization Job Description
:(*3,

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DocuSign Envelope ID: FDD44D05-97AB-46E7-A305-99BCAEA3C3D9 39 COMMERCIAL AUTOMOBILE
HA 99 16 03 12
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 orA. 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 forpolicy 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 onlyacquisition 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" underinjury" 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 aB. 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(*+&

DocuSign Envelope ID: FDD44D05-97AB-46E7-A305-99BCAEA3C3D9 40 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 contract 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 direction will be 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.)

DocuSign Envelope ID: FDD44D05-97AB-46E7-A305-99BCAEA3C3D9 41 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 or 7. 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 installed 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.)

DocuSign Envelope ID: FDD44D05-97AB-46E7-A305-99BCAEA3C3D9 42 (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 limited will 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 or 14. 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 SECTION adding the following:III - 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.)

DocuSign Envelope ID: FDD44D05-97AB-46E7-A305-99BCAEA3C3D9 43 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 electricParagraph 2. of the COMMON POLICY motors to move the auto, or the internalCONDITIONS - CANCELLATION - applies combustion engine to charge one or moreexcept 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 wrapsfor 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 payDamage Coverages are amended as follows: under this Vehicle Wrap Coverage provision for a.If the auto is replaced with a "hybrid" auto or any 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.)

DocuSign Envelope ID: FDD44D05-97AB-46E7-A305-99BCAEA3C3D9 44 32/,&<180%(5
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DocuSign Envelope ID: FDD44D05-97AB-46E7-A305-99BCAEA3C3D9 46 ATTACHMENT 4
Professional Services Agreement No. 2021-041 with Flowers and Associates, Inc. 47 City of Goleta
Public Works Department and Flowers & Associates, Inc.

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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 referred 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 Goleta 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 therefore, 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 engineering 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 such engagement, to perform the services described in Section 2. CONSULTANT warrants it has the qualifications, experience, and facilities to properly and timely perform said services.

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

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

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

3. COMPENSATION AND PAYMENT
(a) Maximum and Rate . The total compensation payable to CONSULTANT by CITY for the services under this AGREEMENT SHALL NOT EXCEED the sum of $165,000 (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 CONSULTANT's Schedule of Fees marked Exhibit "B," attached and incorporated herein. The rates and expenses set forth in that exhibit shall be binding upon CONSULTANT until December 31, 2022, 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. (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 performed (including a list of hours worked by personnel cla ssification). 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 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 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 Melissa Angeles.

Project Manager shall have the authority to act on behalf of the CITY in administering this AGREEMENT but shall not be authorized to extend the term of the AGREEMENT or increase the not to exceed amount.

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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 AGREEMENT 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), including duplication of same prepared by CONSULTANT in the performance of these services, are the property of CITY. CITY shall be entitled to immediate possession of the same upon completion of the work under this AGREEMENT, or at any earlier or later time when requested by CITY. CITY agrees to hold CONSULTANT harmless from all damages, claims, expenses, and losses arising out of any reuse of the plans and specifications for purposes other than those described in this AGREEMENT, unless written authorization of CONSULTANT is first obtained.

8. PERSONAL SERVICES/NO ASSIGNMENT/SUBCONTRACTOR
This AGREEMENT is for professional serv ices 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 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 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 extent they arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT. CONSULTANT’s duty to defend shall consist of reimbursement of defense costs incurred by CITY in direct proportion to the CONSULTANT’s proportionate percentage of fault. CONSULTANT’s percentage of fault shall be determined, as applicable, by a court of law, jury or arbitrator. In the event any

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loss, liability or damage is incurred by way of settlement 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 (“Indemnified 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 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 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 insurance 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 Commercial 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 vehicles, this requirement may be satisfied by a non-owned and hired auto endorsement to Service Provider’s commercial general liability policy. c) Workers’ Compensation insurance complying with California worker’s compensation laws, including statutory limits for workers’ compensation and an Employer’s Liability limit of $1,000,000 per accident or disease.

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

Liability insurance policies required to be provided by CONSULTANT hereunder shall contain or be endorsed to contain the following provisions:
a) CITY, its employees, officials, agents and member agencies shall be covered as additional insureds. Coverage shall apply to any and all liability arising out of the work performed or related to the contract. Additional insured status under the general liability requirement shall be provided on Insurance Services Office Form CG 20 10, with an edition date prior to 2004, or its equivalent. Additional insured status for completed operations shall be provided either in the additional insured form or through another endorsement such as CG 20 37, or its equivalent.
b) General and automobile liability insurance shall apply separately to each insured against whom a claim is made, or suit is brought, except with respect to the limits of the insurer’s liability. Coverage will not be limited to CITY’s vicarious liability.
c) Professional liability insurance policies 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 after completion of the services required by this 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 suspended, voided, canceled or reduced in coverage or in limits except after 30 days’ prior written notice has been given to CITY. Such provision shall not include any limitation of liability of the insurer for failure to provide such notice. f) No liability insurance coverage provided to comply with this AGREEMENT shall prohibit CONSULTANT, or CONS ULTANT’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 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 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 right but not the duty to obtain the insurance it deems necessary and any premium paid by CITY will be promptly reimbursed by CONSULTANT or CITY will withhold amounts sufficient to pay premium from CONSULTANT payments. i) CONSULTANT agrees to provide immediate notice to CITY of any claim or loss against CONSULTANT arising out of the work performed under this AGREEMENT. CITY assumes no obligation or liability by such notice but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve CITY.

11. RELATIONSHIP OF CONSULTANT TO CITY
The relationship of the CONSULTANT to CITY shall be that of an independent contractor and that in no event shall CONSULTANT be considered an officer, agent, servant or employee of CITY. CONSULTA NT shall be solely responsible 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, CONSULTANT 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 CONS ULTANT fail to make such correction in a reasonably timely manner, such correction shall be made by CITY, and the cost thereof shall be charged to CONSULTANT or withheld from any funds due to CONSULTANT hereunder.

13. TERMINATION BY CITY
CITY, by notifying CONSULTANT in writing, may upon 10 calendar days notice, terminate without cause any portion or all of the services agreed to be performed under this AGREEMENT. If termination 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 work 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.

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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 CONSULTANT for anything done, furnished, or relating to CONSULTANT'S work or services. Acceptance of payment shall be any negotiation of CITY's check or the failure to make a written extra compensation 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 CONSULTANTs for the 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 deem necessary, CONSULTANT shall make available to a representative of CITY for examination of all its records 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 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 such party unless made in writing by such party, and no such waiver shall be implied from any omissions by a party to take any action with respect to such default or breach. No express written waiver of a specified default or breach shall affect any other default or breach, or cover any other period of time, other than any default or breach and/or period of time specified. All of the remedies permitted or available to a party under this AGREEMENT, or at law or in equity, shall be cumulative and alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with 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

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or accept any financial interest in CONSULTANT'S business by any CITY employee or official.

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

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

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 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 within an available, unexhausted and unencumbered appropriation of CITY funds. In the event CITY has not appropriated sufficient funds for payment of CONSULTANT services beyond the current fi scal 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 AGREEMENT and all other terms of this AGREEMENT may be modified only upon mutual written consent of CITY 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 during the term of this AGREEMENT, all appropriate permits, licenses, and certificates that may be required in connection with the performance of services under this AGREEMENT.

27. CAPTIONS
The captions or headings in this AGREEMENT are for convenience only and in no other way define, limit or describe the scope or 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 respecti ve administrators, officers, directors, shareholders, divisi ons, subsidiaries, agents, employees, successors, assigns, principals, partners, joint venturers, insurance carriers and any others who may claim through it to this AGREEMENT.

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

30. PARTIAL INVALIDITY
If any provision in this AGREEMENT is hel d 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 have 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).

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:

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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.

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:

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, 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 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%.

Goleta City CouncilFebruary 21, 2023

Goleta City Council
February 21, 2023