Goleta City Council
February 21, 2023

Agenda Item C.1

CPMS DISCUSSION/ACTION ITEM
Meeting Date: February 21, 2023

TO: Mayor and Councilmembers

FROM: Charles W. Ebeling, Public Works Director

CONTACT: Luz “Nina” Buelna, Assistant Public Works Director

SUBJECT: Ekwill Street and Fowler Road Extensions Project and Hollister Avenue Bridge Project Professional Services Agreement with Unico Engineering, Inc. for Construction Management for Resident Engineer, Inspection, Public Outreach, and Material Testing Services

RECOMMENDATION:

Award and authorize the City Manager to execute a Professional Services Agreement with Unico Engineering, Inc. for Construction Management for Resident Engineer, Inspection, Public Outreach, and Material Testing (CMT) Services for the combined Ekwill Street and Fowler Road Extensions Project and Hollister Avenue Bridge Project in the amount of $5,799,313.44.

BACKGROUND:

The City’s Ekwill Street and Fowler Road Extensions Project (Ekwill-Fowler Project) and Hollister Avenue Bridge Project are two projects located in Old Town Goleta that have been in development for a number of years and are considered two of the highest-priority transportation projects in the City. The two project locations overlap each other along Hollister Avenue near the Hollister Avenue and State Route 217 intersection. This overlap and the timing of the two federal grants prompted the decision to construct the two projects under a single construction contract a nd thereby provide efficiency, provide economy of scale, and minimize disruption and lane closures along Hollister Avenue during construction.

The Ekwill-Fowler Project will improve access to and circulation within Old Town Goleta, improve access to the Santa Barbara Airport, enhance pedestrian and bicycle circulation and safety, and allow the expansion of transit opportunities within the Old Town Goleta area.

The Ekwill-Fowler Project will construct:

 The Ekwill Street extension from Kellogg Avenue through to Fairview Avenue, with a roundabout at the Ekwill Street and Pine Avenue intersection. 1 Meeting Date: February 21, 2023

 Fowler Road from the terminus of existing South Street (South Kellogg Avenue) to existing Technology Drive.
 Operational improvements at the interchange of Hollister Avenue and State Route 217, including the installation of roundabouts at the State Route 217 Southbound and Northbound Hollister Avenue intersections.
 Widening of Kellogg Avenue to allow additional right turn storage capacity from northbound Kellogg Avenue to eastbound Hollister Avenue.

The Ekwill -Fowler Project is partially funded through the State Transportation Improvement Program (STIP) and with local funds as outlined in the fiscal impact section of this report. Additionally, a portion of the project along Hollister Avenue lies within State (Department of Transportation or Caltrans) right-of-way, therefore right-of-way and utility agreements are required to meet federal and Caltrans requirements.

The Hollister Avenue Bridge Project will complete the San Jose Creek Channel capacity and fish passage improvements to accommodate conveyance of the 100 -year flood waters within the channel and allow fish passage through the entire channel. The project will:

 Demolish the existing Hollister Avenue Bridge and construct a longer and wider bridge at approximately the same elevation.
 Demolish the remaining portion of the existing concrete trapezoidal channel and construct a wider rectangular channel consistent with the completed downstream section.
 Remove the existing steel bridge over San Jose Creek Channel downstream of Hollister Avenue.
 Construct a continuation of the fish passage low flow channel through the upstream channel, under the new bridge and up to the natural San Jose Creek.  Construct a concrete transition basin north of the new Hollister Avenue Bridge to address the hydraulic flow transition from the wide natural creek upstream of Hollister Avenue into the newly constructed concrete channel.

The Hollister Avenue Bridge Project is funded through the Highway Bridge Program (HBP). This program is a federal program whereby 88.53 percent of the cost of all phases of the project are reimbursed by federal funds and the remaining 11.47 percent is funded by the City.

The project is currently in the final design phase; therefore, the Public Works Department has solicited proposals for construction management services for the proj ect. These services include Construction Management, Resident Engineering, Inspection, Public Outreach, and Material Testing to ensure the City follows federal requirements for construction and to safeguard that the contractor builds the project according to the City Bid Documents.

Construction is anticipated to begin in the summer of 2023 with completion in the spring of 2026.
2 Meeting Date: February 21, 2023

Public Outreach
These projects were established and started prior to the City’s incorporation. Since the City’s incorporation, there have been over 30 points of interface with the public which include 3 public workshops ; 18 Council items ; 3 Planning Commission approvals ; California Transportation Commission (CTC) approvals ; California Coastal Commission approval; Santa Barbara County Association of Governments (SBCAG) approvals; and consultant contracts, contract amendment s, and project status update items brought before the Council for approval.

The public outreach team will coordinate with the City’s Community Relations Manager and Public Works staff to develop a public outreach campaign to keep the community informed of the project’s progress and the traffic impacts during the construction phase of the project. The public outreach portion of this project will include community meetings with the public, residents, and businesses impacted by this project, as well as community outreach to identify stakeholders impacted by construction activities. The public outreach team will, in partnership with the City, facilitate conversations and commuter outreach.

The project will have a dedicated website, business cards specific to the project with a dedicated hotline, and infographics. The public outreach team will coordinate with Caltrans regarding the Caltrans projects concurrently constructing in the area to ke ep Goleta residents aware of any traffic impacts due to these projects.

DISCUSSION:

The Public Works Capital Improvement Program (CIP) Division is responsible for constructing and repairing City infrastructure such as roads, bridges, drainage facilities, and traffic signals. For these projects to be successful, cost-efficient, and safe, they must be managed by a team of engineers and inspectors.

On October 27, 2022, a Request for Proposals was advertised and issued on PlanetBids for Construction Management for Resident Engineer, Inspection, Public Outreach, and Material Testing (CMT) Services for the combined Ekwill Street and Fowler Road Extensions Project and Hollister Avenue Bridge Project . Proposals were due on November 23, 2022, and the City received three proposals from the following firms:

1. Unico Engineering, Inc.

2. MNS Engineers, Inc.

3. Filippin Engineering
A five-member evaluation team that included three City staff members from Public Works, one member from Caltrans, and one member from the City of Santa Barb ara evaluated the proposals and interviewed the three firms. Unico Engineering was the top-ranked firm based on the proposal submitted and the interview.

City staff worked with Unico Engineering to negotiate the staffing and cost CMT services to ensure the project meets all federal guidelines and bid document requirements. Federal requirements outlined in the Caltrans Local Assistance Procedures Manual Chapter 16 3 Meeting Date: February 21, 2023

“Administer Construction Contracts ” in section 16.1 introductions states that the City is required to adequately staff and equip the project team to properly admini ster the contract; therefore, the CMT will be full-time for the project duration.

Public Works staff recommends awarding this contract prior to construction award because there are preconstruction items that the CMT has to perform prior to the start of construction. Preconstruction task includes constructability review, public outreach, environmental compliance coordination, and utility coordination.

FISCAL IMPACTS:

There are fiscal impacts associated with the execution of the CMT contract. The CMT contract totals $5,799,313.44 and includes an annual escalation percentage of 5% per year, which is a federal requirement outlined in the Caltrans Local Assistance Procedures Manual Chapter 10 “Consultant Selection”, form 10 -H Cost Proposal. This project is scheduled to have CMT needs for approximately 3.2 years which includes construction, and pre- and post-construction requirements; therefore, the CMT will be approximately $1.8 million a year. Public Works staff has a fiduciary responsibility to the City and will monitor the tasks of the CMT and the City will only pay for tasks performed.

There is sufficient budget in FY 2022-23 to cover the City’s share of the CMT contract.

This portion of work qualifies for grant funds and will be reimbursed an approximate $2 million portion of the CMT . The specific account s that will fund this expenditure will be account numbers (Transportation DIF) 220-90-9002-57051 and (HBP Federal Grant) 401-90-9033-57051. The future fiscal year budget will be programmed accordingly to pay the CMT cost.

Table 1 and 2 below summarize the FY 2022-23 project budget estimated carryovers and FY 2022-23 adopted budget amounts and funding source accounts, followed by updated project cost amounts in Table 3 and 4:

Based on updated project cost estimates, t here is currently an estimated unfunded amount of $10.2 million for construction costs. At the time of budget adoption on June 21, 2022, the unfunded amount was estimated at $1.4 million, which was supported by additional and available Transportation DIF funds at the time. Public Wor ks staff is working with Finance staff to close th e full $10.2 million gap prior to the bid award scheduled in summer 2023.

The American Rescue Plan Act (ARPA) funds of $4,933,990 current ly programmed towards the Cathedral Oaks Crib Wall Interim Repair Project (9053) will be requested to be transferred to this project to meet the funding deadline requirements . ARPA funds need to either be expended or encumbered by December 31, 2024, with all funds expended by December 31, 2026. Due to construction timing and priority need of funding for the Ekwill Fowler project, staff will be recommending this transfer. (This will leave a $4.9 million unfunded amount against a project budget of $7.6 million for Cathedral Oaks Cribwall Interim Repair Project (9053), and staff will be evaluating other funding strategies to support this amount.)
4 Meeting Date: February 21, 2023

Once ARPA funds are transferred, this will leave a $5.3 million funding gap for the Ekwill Fowler Project. Further project funding will be evaluated during the CIP workshops held in spring of 2023. Requests for funding appropriation will be done for this project at the time of the construction award and final negotiated amounts are known.

Project Funding

Table 1 and 2 summarize the available funds for FY 2022-23 for the projects.

Table 1: Ekwill-Fowler Project FY 2022-23 Project Budget Estimated Carryovers and FY 2022-23 Adopted Budget Amounts and Funding Source Accounts

Project: Ekwill-Fowler Road Extensions Project (Project No. 9002) Account Fund
Type
FY 2021-22
Carryovers
FY 2022-23
Adopted
Budget
YTD Activity/
Encumbrances

Available
Balance
220-90-9002-57050
(Land Acquisition) DIF $119,946 $325,000 $247,012 $197,934 220-90-9002-57070
(Design) DIF $1,206,173 $1,406,416 $424,388 $2,188,201 220-90-9002-57071
(Construction) DIF $5,525,648 $0 $16,000 $5,509,648 230-90-9002-57071
(Construction) LRDP $1,821,577 $0 $0 $1,821,577
308-90-9002-57071
(Construction)
STIP –
State
Grant
$11,372,000 $0 $0 $11,372,000
Total $20,045,344 $1,731,416 $687,400 $21,089,360

5 Meeting Date: February 21, 2023

Table 2: Hollister Avenue Bridge Project FY 2022-23 Project Budget Estimated Carryovers and FY 2022-23 Adopted Budget Amounts and Funding Source Accounts

Project: Hollister Ave Bridge Project (Project No. 9033) Account Fund
Type
FY 2021-22
Carryovers
FY 2022-23
Adopted
Budget
YTD Activity/
Encumbrances

Available
Balance
205-90-9033-
57070
(Design)
Measure
A $57,125 $0 $315 $56,810
220-90-9033-
57050
(Land Acquisition)
DIF $2,229,132 $0 $47,217 $2,181,915
220-90-9033-
57070
(Design)
DIF $389,389 $0 $84,922 $304,467
220-90-9033-
57071
(Construction)
DIF $500,000 $0 $0 $500,000
205-90-9033-
57071
(Design/Env)
Measure
A $0 $0 $0 $0
401-90-9033-
57050
(Land Acquisition)
HBP
Federal
Grant
$2,186,102 $0 $8,853 $2,177,249
401-90-9033-
57070
(Design/Env)
HBP
Federal
Grant
$1,034,041 $0 $182,830 $851,211
401-90-9033-
57071
(Construction)
HBP
Federal
Grant
$10,486,500 $1,668,000 $0 $12,154,500
Total $16,882,289 $1,668,000 $324,137 $18,226,152

Project Cost Estimates

Table 3 and 4 summarize the project costs by each phase and the funding sources. Some of these costs have already been realized in previous fiscal years.

6 Meeting Date: February 21, 2023

Table 3: Ekwill-Fowler Project (CIP #9002)

Project Components Estimated
Costs Funding Source Funding
Amounts
Conceptual Design $1,133,279 General Fund $1,920,000
Environmental $1,133,279 DIF (Transportation) $13,733,000 Final Design $5,853,442 STIP (308) (grant) $15,822,000 Right-of-Way $5,763,000 CDBG (402) (grant) $97,000
Construction $26,871,316 LRDP (230) $1,821,577
Construction Management
and Inspection (CMT) $3,479,588 RDA (601) $654,000
Construction Oversight
Staff and Consultant Time $755,090

ARPA (1) $4,933,990

Measure A $701,328

Unfunded $5,306,099
Total: $44,988,994  Total: $44,988,994
(1) Assumes ARPA budget transfer from Cathedral Oaks Cribwall Repair (Project 9053)

Table 4: Hollister Ave Bridge Project (CIP #9033)

Project Components Estimated
Costs
Funding Source Funding
Amounts
Conceptual Design $300,000 Measure A $438,672
Environmental $400,000 HBP (401) $24,301,573
Final Design $2,782,000 General Fund $10,000
Right-of-Way $4,220,000 DIF Transportation $3,644,358 Construction $17,869,485
Construction Management
and Inspection (CMT) $2,319,725
Construction Oversight
Staff and Consultant Time $503,393
Total: $28,394,603 Total: $28,394,603

Total Project Cost

Table 5 below shows the combined totals for the Ekwill -Fowler Project and the Hollister Avenue Bridge Project by each phase and funding source.

7 Meeting Date: February 21, 2023

Table 5: Total Project Cost Ekwill-Fowler Project and Hollister Avenue Bridge Project

Project Components Estimated
Costs
Funding Source Funding
Amounts
Conceptual Design $1,433,279 Grant Funds $40,220,573
Environmental $1,533,279 City $27,856,925
Final Design $8,635,442 Unfunded $5,306,099
Right-of-Way $9,983,000
Construction $44,740,801
Construction Management
and Inspection (CMT) $5,799,313
Construction Oversight
City Staff Time $1,258,483
Total: $73,383,597 Total: $73,383,597

ALTERNATIVES:

The City Council may elect not to approve the CMT agreement. However, doing so would prevent the combined Ekwill -Fowler and Hollister Avenue Bridge projects from proceeding into the construction phase in 2023. This in turn will jeopardize approximately $18 million of HBP funds and $11.4 million of STIP funds.

Reviewed By: Legal Review By: Approved By:

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

ATTACHMENTS:

1. Professional Services Agreement with Unico Engineering, Inc.

2. Ekwill-Fowler and Hollister Avenue Bridge Projects CMT Agreement Presentation 8 ATTACHMENT 1

Professional Services Agreement with Unico Engineering, Inc. 9 City of Goleta
Public Works Department and UNICO Engineering, Inc.

Project Name: Ekwill Street & Fowler Road Extensions
and Hollister Avenue Bridge Projects

AGREEMENT FOR PROFESSIONAL SERVICES

BETWEEN THE CITY OF GOLETA
AND
UNICO ENGINEERING, INC.

This AGREEMENT FOR PROFESSIONAL SERVICES (herein referred to as “AGREEMENT”) is made and entered into this 21st day of February 2023, by and between the CITY OF GOLETA, a municipal corporation (herein referred to as " CITY"), and UNICO ENGINEERING, INC. , a California Corporation (herein referred to as "CONSULTANT").

SECTION A. RECITALS

1. T he CITY has a need for professional Construction Management services for Ekwill Street and Fowler Road Extensions and Hollister Avenue Bridge Projects; and

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

3. T he CITY procured these services in compliance with Goleta Municipal Code Section 3.05.260.

4. T he City Council, on this 21st day of February 2023, approved this AGREEMENT and authorized the City Manager to execute the AGREEMENT.

SECTION B. TERMS

1. RET

ENTION 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. DES

CRIPTION OF SERVICES
The services to be performed by CONSULTANT are as follows:
10 City of Goleta
Public Works Department and UNICO Engineering, Inc.

Professional Construction Management Services in conjunction with Ekwill Street and Fowler Road Extensions and Hollister Avenue Bridge Projects. Services shall generally include Services Prior to Construction to include constructability and biddability review, meetings, bid support; Construction Management Services including project schedule review, stakeholder coordination, project controls, traffic handling, SWPPP compliance, monthly reporting, contract administration, public outreach and coordination, change order management, field inspection; and Construction Closeout Services and Quality Control Plan as more particularly set forth in the Scope of Work, attached as Exhibit “A,” and incorporated herein.

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

3. CO

MPENSATION AND PAYMENT
(a) Maximum and Rate. T he total compensation payable to CONSULTANT by CITY for the services under this AGREEMENT SHALL NOT EXCEED the sum of $5,799,313.44 (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, 2027, 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) P
ayment . 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 classification).

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

4. EXTRA SERVICES
CITY shall pay CONSULTANT for those CITY authorized extra services, not reasonably included within the services described in Section 2, as mutually agreed to writing in advance of the incurrence of extra services by CONSULTANT.

Unless CITY and CONSULTANT h ave agreed in writing before the performance of extra services, no liability and no right to claim compensation for such extra 11 City of Goleta
Public Works Department and UNICO Engineering, Inc.

services or expenses shall exist. The applicable hourly rates for extra services shall be at the hourly rates set forth in Exhibit B, if one is included as part of this agreement. Any compensation for extra services shall be part of the total compensation and shall not increase the not to exceed amount identified in Section

3. 5. CI TY 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 Nina Buelna, Assistant Public Works 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 the term of the AGREEMENT or increase the not to exceed amount.

6. T

ERM, PROGRESS AND COMPLETION
The term of this AGREEMENT is from the date first written above to December 31, 2027, unless 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.

7. O WNERSHIP 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. PER

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

Cesar Montes de Oca, PE, 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 12 City of Goleta
Public Works Department and UNICO Engineering, Inc.

AGREEMENT. This AGREEMENT may not be assigned or subcontracted without the City Manager’s prior written consent.
• Flowers & Associates, Inc., Alan H. Chierici, 805-966-2224 • Twining, Inc., Linas Vitkus, 562-426-3355
• KMP Strategies, LLC, Sarah Modeste, 916-548-1982
• CPM Partners, Inc., Maribel R. Janecek, 562-365-4989
• Waters Cardenas Land Surveying, LLP, Jose Cardenas, 805-967-4416 • ICF Jones & Stokes, Inc., Christopher C. Elliott, 916-231-9587

9. HO LD HARMLESS AND INDEMNITY
(a) Hold Harmless for CONSULTANT's Damages. CONSULTANT holds CITY, its elected officials, officers, agents, and employees, harmless from all of CONSULTANT's claims, demands, lawsuits, judgments, damages, losses, injuries or liability to CONSULTANT, to CONSULTANT's employees, to CONSULTANT’s contra ctors or subcontractors, or to the owners of CONSULTANT's firm, which damages, losses, injuries or liability occur during the work required under this AGREEMENT, or occur while CONSULTANT is on CITY property, or which are connected, directly or indirectly, with CONSULTANT's performance of any activity or work required under this AGREEMENT. (b) Defense and Indemnity of Third Party Claims/Liability.

CONSULTANT shall investigate, defend, and indemnify CITY, its elected officials, officers, agents, and employees, from any claims, lawsuits, demands, judgments, and all liability including, but not limited to, monetary or property damage, lost profit, personal injury, wrongful death, general liability, automobile, infringement of copyright/patent/trademark, or professional errors and omissions arising out of, directly or indirectly, an error, negligence, or omission of CONSULTANT or any of CONSULTANT’s officers, agents, employees, representatives, subconsultants, or subcontractors, or the willful misconduct of CONSULTANT or any of CONSULTANT’s officers, agents, employees, representatives, subconsultants, or subcontractors, in performing the services described in, or normally associated with, this type of contracted work. The duty to defend shall include any suits or actions concerning any activity, product or work required under this AGREEMENT, and also include the payment of all court costs, attorney fees, expert witness costs, investigation costs, claims adjusting costs and any other costs required for and related thereto.
(c) No Waiver. CITY does not waive, nor shall be deemed to have waived, any indemnity, defense or hold harmless rights under this section because of the acceptance by CITY, or the deposit with CITY, of any insurance certificates or policies described in Section 10.
13 City of Goleta
Public Works Department and UNICO Engineering, Inc.

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.

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

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

a) Except for professional liability insurance, CITY, its employees, officials, agents and member agencies shall be covered as additional insureds. Coverage shall apply to any and all liability arising out of the work performed or related to the 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 200 4, 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 14 City of Goleta
Public Works Department and UNICO Engineering, Inc.

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) Except for professional liability insurance, l iability 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 CONSULTANT’s
employees, or agents, from waiving the right of recovery prior to a loss.

CONSULTANT waives its right of recovery against CITY.

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

h) There shall be no recourse against CITY for payment of 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. 15 City of Goleta
Public Works Department and UNICO Engineering, Inc.

11. RELATIONSHIP OF CONSULTANT TO CITY
The relationship of the CONSULTANT to CITY shall be that of an independent contractor and that in no event shall CONSULTANT be considered an officer, agent, servant or employee of CITY. CONSULTANT shall be solely responsible for any workers 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 CONSULTANT 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.

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 16 City of Goleta
Public Works Department and UNICO Engineering, Inc.

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 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. 17 City of Goleta
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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 suffic ient funds for payment of CONSULTANT services beyond the current fiscal year, this AGREEMENT shall cover only those costs incurred up to the conclusion of the current fiscal year.

24. MODIFICATION OF AGREEMENT
The tasks described in this AGREEMENT and all other terms of this AGREEMENT may be modified only upon mutual written consent of CITY and CONSULTANT.

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

26. PERMITS AND LICENSES
CONSULTANT, at its sole expense, shall obtain and maintain during the term of this AGREEMENT, all appropriate permits, licenses, and certificates that 18 City of Goleta
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may be required in connection with the performance of services under this AGREEMENT.

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

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

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

30. PARTIAL INVALIDITY
If any provision in this AGREEMENT is held by a court of competent jurisdiction to be invalid, void or 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:

TO CITY: Attention: Robert Nisbet, City Manager
City of Goleta
130 Cremona Drive, Suite B
Goleta, CA 93117
TO CONSULTANT: Attn: Cesar Montes de Oca, PE, President UNICO Engineering, Inc.
110 Blue Ravine Road, Suite 101
Folsom, CA 95630
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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.

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

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

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

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

Subcontracts, if any, shall contain a provision 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.

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

_____________________________ _____________________________ Robert Nisbet, City Manager Cesar Montes de Oca, PE, President 20 City of Goleta
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ATTEST CONSULTANT

_____________________________ _
____________________________
Deborah Lopez, City Clerk Cesar Montes de Oca, PE, Secretary

APPROVED AS TO FORM:

MEGAN GARIBALDI, CITY ATTORNEY

_____________________________
Winnie Cai, Assistant City Attorney

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EXHIBIT A

SCOPE OF WORK

Consultant shall provide the following:

Task 1: Services Prior to Construction
Constructability and Biddability Review: Conduct a constructability and biddability review. Prepare a verification matrix of items identified in the documents, plans, specifications, and permits.

Meetings: Prepare agendas, minutes, and action items, and facilitate meetings.

Review meetings are anticipated with the utility providers, design team, Caltrans, Santa Barbara MTD, Santa Barbara Airbus, and impacted businesses.

Bid Support: Review and analyze the bid for compliance with the contract requirements, including local, state, and federal regulations.

Task 2: Construction Management
Project Schedule: Review the Contractor’s schedule for compliance. Evaluate and compare the 3-week look-ahead schedule to identify any major delays.

Stakeholder Coordination: Provide coordination between the Contractor, design team, City staff, City Council, Caltrans, County, utility agencies, residents, businesses, and the public regarding construction activities and project progress.

Project Controls: Measure, document, and prepare quantity sheets (based on Caltrans sheets) to approve progress pay estimates. Use quantity forecasting tool to recognize potential quantity overruns early and manage the budget. Track and review certified payroll and request notices of non-performance.

Traffic Handling: Review traffic handling submittal and coordinate review and approval by other agencies. Drive the sites daily to review the traffic control and detours, report issues, and make recommendations for improvements.

SWPPP: Monitor Contractor compliance with the SWPPP. Review the BMPs established at each site.

Monthly Report: Prepare a Monthly Report to include with invoice and pay request, including tracking logs, summary of items accomplished, upcoming completion items, schedule status, and items outstanding.

Task 2.1: Contract Administration

Meetings: Prepare agendas, minutes, and action items, and facilitate meetings.

Bring the updated logs for submittals, RFIs, and CCOs to provide progress updates and identify safety concerns. Require Contractor to provide weekly look- ahead schedules.
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Document Control: Organize project filing system utilizing CMIS to review, track, coordinate, and log submittals, shop drawings, change orders, pay requests, communications, RFIs, and change directives. Submittals, shop drawings, and the progress schedule will be stamped as necessary.

Certified Payroll/Labor Compliance: Review Contractor’s certified payroll for compliance and conduct labor interviews monthly.

Weekly Statement of Working Days: Prepare, track, and update the Contractor as necessary.

Task 2.2: Public Outreach and Coordination

Community Meetings and Workshops: Plan, coordinate, facilitate, and lead up to twelve (12) community meetings and workshops.

Webpage: Develop content, secure graphic images, and update the existing project webpage.

Information Line: Establish dedicated project email address and phone number.

Business cards will be provided to the team to redirect questions to the information line.

Infographic: Develop an infographic map that highlights key project components.

Update monthly for project webpage and social media channels.

Collateral Materials: Develop collateral materials to inform the community/stakeholders about the project.

Existing City Communication Channels: Provide content to the City for distribution via the Monarch Press, email, and social media channels with project milestones and traffic impact updates.

Community Outreach: Identify parcels/groups impacted by construction activities and, in partnership with the City, facilitate conversations.

Traffic Delays/Commuter Outreach: Develop footprint for a geo-targeted advertising campaign to inform Goleta residents, commuters, and visitors of upcoming traffic delays.

Task 2.3: Change Order Management

Evaluate change orders for merit and coordinate with the Contractor to analyze the supporting costs in comparison with independent cost analysis and Time Impact Analysis.

Approach the project with a “partnering” mentality to resolve issues at the lowest possible level within the dispute escalation ladder. If a claim arises, analyze additional compensation claims that are submitted and prepare responses.

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Task 2.4: Field Inspection

Inspection: Inspect work for compliance with plans, specifications, permits, City QAP, and applicable federal, state, and local codes. Document inspections in Daily Reports (DRs). Attend daily and weekly Contractor safety meetings. Take photographs and record video prior, during, and post construction.

Photographs will be in the DRs and electronically filed via CMIS.

Materials Testing: Provide materials testing and special inspection. Verify that materials used comply with the City’s QAP.

Permitting Compliance and Monitoring: Provide biological monitoring and regulatory permitting support services to verify compliance with permits and mitigation measures, including SWPPP.

Survey Layout and Staking Verification: Provide survey staking verification.

Task 3: Construction Closeout

Task 3.1: Substantial and Final Completion
Prepare a punch list to track items that are incomplete, require corrective action, or are subject to testing. Review and comment on final Record Drawings provided in comparison to the field sets. Balance quantities, process final change orders, and recommend final payment and release of retention. Provide documentation for compliance with the MMRP and 90-day plant establishment period.

Task 3.2: Records Compilation and Submittal
The final project records will be organized in accordance with the Caltrans LAPM and delivered to the City electronically via CMIS.

Task 3.3: Warranty and Lien Information
Collect warranty and lien information, including software licenses for traffic devices, training, and manuals prior to final acceptance.

Task 3.4: Final Electronic Submittal
Deliver audit-ready project records in accordance with the Caltrans LAPM to the City electronically.

Task 4: Quality Control Plan
Prepare and deliver to the City two (2) copies of a project-specific Quality Control Plan in compliance with Caltrans LAPM Chapter 16. Include: supervision and inspection, project records, tracking time, subcontractors, DRs, employment practices, change orders, QAP, environmental stewardship, progress payments, 24 City of Goleta
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accounting procedures, safety, disputes, claims, Caltrans oversight, and other items.

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EXHIBIT B

SCHEDULE OF FEES

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EXHIBIT C

FEDERAL CONTRACT PROVISIONS
During the performance of this contract, UNICO Engineering, 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 b usiness 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 minority 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 compliance with the foregoing affirmative steps when requested by the Agency.

48 City of Goleta
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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.

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.

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

No amount shall be paid for unperformed work or materials not provided, including anticipated profit. Consultant shall provide documentation deemed adequate by the Agency to
show the work actually completed or materials provided by Consultant prior to the effective date of termination. This contract shall terminate on the effective date of the Notice of Termination.

ii. Ter
mination 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 50 City of Goleta
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cure a default as set forth above, the Agency may, by wri tten notice to Consultant , terminate this contract for cause, in whole or in part, and specifying the effective date thereof (“Notice of Termination for Cause”). If the termination is for cause, Consultant shall be compensated for that portion of the work or materials provided which has been fully and
adequately completed and accepted by the Agency as of the date the Agency provides the Notice of Termination. In such case, the Agency shall have the right to take whatever steps it deems necessary to complete the 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.

iii. R
eimbursement; 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. A
dditional 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 title (if necessary) to all provided materials and completed work, and work in progress including drafts, documents, plans, forms, maps, products, graphics, computer programs and reports. The rights and remedies of the parties provided in this Section are in addition to any other rights and remedies provided by law or under this contract.

Consultant acknowledges the Agency’s right to terminate this contract with or without cause as provided in this Section, and hereby waives any and all claims for damages that might arise from the Agency’s termination of this contract. The Agency shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed work or materials not provided and shall not be entitled to damages or
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compensation for termination of work or supply of materials.

If Agency terminates this contract for cause, and it is later determined that the termination for cause was wrongful, the termination shall automatically be converted to and treated as a termination for convenience. In such event, Consultant shall 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 under this contract including, but not limited to, the right to specific performance.

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

Chapter 60:

i. C
onsultant will not discriminate 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 52 City of Goleta
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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 such
disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with Consultant‘s legal duty to furnish information.

iv. Consultant will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments under Section 202 of Executive Order No. 11246 of
September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

v. Consultant will comply with all provisions of Executive 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.

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vii. In the event of Consultant’s noncompliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be cancelled, terminated or suspended in whole or in part and the contractor may be 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 action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that in the event Consultant becomes involved in, or is threatened with,
litigation with a subcontractor or Consultant as a result of such direction, Consultant may request the United States to enter into such litigation to protect the interests of the United States.

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

D. A ppendix 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 54 City of Goleta
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compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or
dangerous. These requirements do not apply to the
purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.

ii. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or 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 each calendar day on which such individual was required or
permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (ii) of this section.

iv. The Agency shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the Consultant or
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subcontractor under any such contract or any other Federal 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 Under Government Grants, Contracts and Cooperative Agreements), and any
implementing regulations issued by the Agency.

ii. The regulation at 37 C.F.R. § 401.2(a) currently defines “funding agreement” as any contract, grant, or cooperative agreement entered into between any Federal agency, other than the Tennessee Valley Authority, and any contractor for the performance of experimental, developmental, or research work funded in whole or in part by the Federal government.

This term also includes any assignment, substitution of parties, or subcontract of any type entered into for the performance of experimental, developmental, or research 56 City of Goleta
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work under a funding agreement as defined in the first
sentence of this paragraph.

iii. This requirement does not apply to the Publi c 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 As sistance Grant Program, as
FEMA awards under these programs do not meet the
definition of “funding agreement.”

F. A
ppendix 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. P
ursuant 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 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.
57 City of Goleta
Public Works Department and UNICO Engineering, Inc.

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

ii. Consultant must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into.
iii. This certification is a material representation of fact 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.

58 City of Goleta
Public Works Department and UNICO Engineering, Inc.

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

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

i. Consultant shall comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include
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 materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes
energy and resource recovery; and 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. 59 City of Goleta
Public Works Department and UNICO Engineering, Inc.

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

5. MISCELLANEOUS PROVISIONS

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

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

C. Consultant acknowledges that 31 U.S.C. Chapter 38 (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. G
eneral and Administrative Expenses And Profit For Time And Materials Contracts/Amendments.

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

ii. Profit shall be negotiated as a separate element of the cost.

To establish a fair and reasonable profit, consideration must be given to the complexity of the work to be performed, the risk borne by 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.

60 City of Goleta
Public Works Department and UNICO Engineering, Inc.

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.

61 ATTACHMENT 2

Ekwill-Fowler and Hollister Avenue Bridge Projects CMT Agreement Presentation

62 Ekwill Street and Fowler
Road Extensions Project
and Hollister Avenue
Bridge Project
Construction Management for
Resident Engineer, Inspection, Public
Outreach, and Material Testing
Services (CMT)
Public Works Department
City Council Meeting
February 21, 2023
63 Presentation Outline
Project Background
Project Improvements
Construction Management Award
Project Budget
Project Schedule
2February 21, 2023, City Council – Ekwill Street and Fowler Road Extensions Project and Hollister Avenue Bridge Project 64 Background
 Two highest priority transportation projects in Goleta  Overlap on Hollister Avenue prompted decision to construct the two projects under a single contra
ct
 Benefits of combining construction are:
• Minimizes disruption on Hollister Avenue (compared to sequential construction projects)
• Economy of scale by combining
• Reduce transition areas and throw-away costs
February 21, 2023, City Council – Ekwill Street and Fowler Road Extensions Project and Hollister Avenue Bridge Project 3 65 Map of Projects Area
February 21, 2023, City Council– Ekwill Street and Fowler Road Extensions Project and Hollister Avenue Bridge Project 4 66 Ekwill Street Extension
February 21, 2023, City Council– Ekwill Street and Fowler Road Extensions Project and Hollister Avenue Bridge Project 5 67 Fowler Road Extension
February 21, 2023, City Council– Ekwill Street and Fowler Road Extensions Project and Hollister Avenue Bridge Project 6 68 Hollister Avenue
February 21, 2023, City Council– Ekwill Street and Fowler Road Extensions Project and Hollister Avenue Bridge Project 7 69 Hollister Avenue
February 21, 2023, City Council– Ekwill Street and Fowler Road Extensions Project and Hollister Avenue Bridge Project 8 70 Hollister Avenue Bridge Footprint
February 21, 2023, City Council– Ekwill Street and Fowler Road Extensions Project and Hollister Avenue Bridge Project 9 71 Right of Way
February 21, 2023, City Council– Ekwill Street and Fowler Road Extensions Project and Hollister Avenue Bridge Project 10 Street Property
Acquisition
Total cost Right of Way
Secured for
Construction
Ekwill-Fowler 19 5.7 Million
Hollister
Ave 5 4.2 Million
Projected Cost for R/W 9.9 Million
72 Utility Relocations
Street Utility Relocations Street Utility Relocations
Ekwill and
Fowler SCE 8 Hollister Ave SCE 2
Frontier 4 Frontier 2
COX 2 COX 4
GWD 24 GWD 6
SCG 3 SCG 1
Street Total 41 Street Total 15
Project Total 56
February 21, 2023, City Council– Ekwill Street and Fowler Road Extensions Project and Hollister Avenue Bridge Project 11 73 Construction Management Team
(CMT) Award
October 27, 2022, Request for
Proposals (RFP) advertised
November 23, 2022, Three firms
submitted proposals
Five-member evaluation team evaluated
the proposals and interviewed the three
firms
Unico Engineering was the top-ranked
firm
12 February 21, 2023, City Council– Ekwill Street and Fowler Road Extensions Project and Hollister Avenue Bridge Project 74 CMT Responsibilities
Construction Management, Resident
Engineering, Inspection, Public
Outreach, and Material
Testing
CMT ensures the City follows federal
requirements for construction and to
safeguard that the contractor builds
the project to the City’
s bid documents
13 February 21, 2023, City Council– Ekwill Street and Fowler Road Extensions Project and Hollister Avenue Bridge Project 75 CMT Costs
CM Categories Cost
Resident Engineer, Inspection,
Office Engineer, and
Structures Representative
$ 4,225,889.78
Public Outreach $ 511,101.22
Material Testing $ 581,290.22
Environmental Compliance $ 481,032.22
TOTAL CMT COST $ 5,799,313.44
14February 21, 2023, City Council– Ekwill Street and Fowler Road Extensions Project and Hollister Avenue Bridge Project 76 Historically 30 points of interface with the Public to date
Construction Outreach
Community Meetings
Dedicated Website
Dedicated Hotline
Project Specific E-mail
Public Outreach
15 February 21, 2023, City Council– Ekwill Street and Fowler Road Extensions Project and Hollister Avenue Bridge Project 77 Project Budget
16February 21, 2023, City Council– Ekwill Street and Fowler Road Extensions Project and Hollister Avenue Bridge Project Hollister Ave Bridge Project (CIP #9033
Project Components  Estimated
Costs
Funding
Source
Funding
Amounts
Conceptual Design $300,000 Measure A $438,672
Environmental $400,000 HBP (401) $24,301,573
Final Design $2,782,000 General Fund $10,000
Right-of-Way $4,220,000 DIF
Transportation $3,644,358
Construction $17,869,485 Unfunded
Construction
Management and
Inspection (CMT)
$2,319,725
Construction
Oversight Staff and
Consultant Time
$503,393
Total:  $28,394,603  Total:  $28,394,603
Ekwill-Fowler Project (CIP #9002)
Project Components  Estimated
Costs
Funding
Source
Funding
Amounts
Conceptual Design $1,133,279 General Fund $1,920,000
Environmental $1,133,279 DIF
(Transportation) $13,733,000
Final Design $5,853,442 STIP (308)
(grant) $15,822,000
Right-of-Way $5,763,000 CDBG (402)
(grant) $97,000
Construction $26,871,316 LRDP $1,821,577
Construction
Management and
Inspection (CMT)
$3,479,588 RDA (601)
$654,000
Construction
Oversight Staff and
Consultant Time
$755,090 ARPA
$4,933,990
Measure A $701,328
Unfunded $5,306,099
Total:  $44,988,994

Total:  $44,988,994
(1) Assumes ARPA budget transfer from Cathedral Oaks Cribwall Repair (Project 9053) 78 Project Budget
17February 21, 2023, City Council– Ekwill Street and Fowler Road Extensions Project and Hollister Avenue Bridge Project Project Components  Estimated
Costs
Funding
Source
Funding
Amounts
Conceptual Design $1,433,279 Grant Funds $40,220,573
Environmental $1,533,279 City $27,856,925
Final Design $8,635,442 Unfunded $5,306,099
Right-of-Way $9,983,000
Construction $44,740,801
Construction
Management and
Inspection (CMT) $5,799,313
Construction
Oversight City Staff
Time $1,258,483
$73,383,597 $73,383,597
Total Project Cost
79 Project Schedule
18 Year 2023
Grant Funds Allocated March 2023
Final Design May 2023
Advertise for Construction May 2023
Project Award July 2023
Start of Construction August 2023
Year
Construction
Year
Construction
Year
Construction Completion Spring 2026
2026
2024
2025
Jun Jul Aug Sep Oct Nov DecJan Feb Mar Apr May
February 21, 2023, City Council– Ekwill Street and Fowler Road Extensions Project and Hollister Avenue Bridge Project 80 Questions?
19February 21, 2023, City Council– Ekwill Street and Fowler Road Extensions Project and Hollister Avenue Bridge Project 81