Goleta City Council
July 18, 2023

Agenda Item B.8

CPMS CONSENT CALENDAR
Meeting Date: July 18, 2023
TO: Mayor and Councilmembers
FROM: Charles W. Ebeling, Public Works Director
CONTACT: Autumn Glaeser, Capital Improvement Program Manager SUBJECT: Public Works Professional Service Agreements for Fiscal Years 2023-24 and 2024-25
RECOMMENDATION:

A. Authorize the City Manager to execute a Professional Services Agreement for Project Management and Construction Support Services with DCME, Inc. in the not-to-exceed amount of $171,600, with a termination date of June 30, 2025; B. Authorize the City Manager to execute a Professional Services Agreement for Project Management Services with COM3 Consulting, Inc. in the not-to-exceed amount of $322,000, with a termination date of June 30, 2025;
C. Authorize the City Manager to execute Amendment No. 5 to Professional Services Agreement No. 2018 -079 for Development Services with MNS Engineers, Inc. , increasing the contract authority by $500,000 for a new not-to-exceed amount of $1,571,120 and extending the agreement termination date to June 30, 2025; D. Authorize the City Manager to execute a Professional Services Agreement for Encroachment Permit Support Services with Flowers & Associates, Inc. in the not-to- exceed amount of $238,690, with a termination date of June 30, 2024; and E. Authorize the City Manager to execute Amendment No. 2 to Professional Services Agreement No. 2022-047 with Filippin Engineering, Inc. for Construction Management and Inspection Services for Crosswalk at Calle Real/Fairview Center Pedestrian Hybrid Beacon Project in the amount of $21,500 for a new total not-to-exceed amount of $48,000, with a termination date of June 30, 2024.

BACKGROUND:

The City of Goleta (City) engages private consultants to perform a variety of City professional services. The City follows California Government Code, Title 1, Chapter 10, Sections 4525-4529 for the qualifications-based selection of Engineers, Land Surveying, and Construction Management firms. Prior to initiating a contract, the purchasing 1 Meeting Date: July 18, 2023

regulations in the Goleta Municipal Code require open solicitation for the necessary services. This is done through the Request for Proposals/Request for Qualifications (RFP/RFQ) process. The City currently has a pre-qualified consultant list that was adopted by the Council at the January 17, 2023, Council meeting. By maintaining current lists of pre-qualified consultants, the City can efficiently hire consultants on an as-needed basis. Once the consultant firms are qualified, the list can be used for three (3) years with the option to extend the contracts with two (2) one-year extensions for a total of five (5) years.

DISCUSSION:

Public Works has a significant amount of high-priority Capital Improvement Program (CIP) projects with upcoming grant funding deadlines. A majority of the CIP projects are moving into the final design and construction phases of the project delivery process, which are the most intensive and time-sensitive phases of a project. The workload associated with these projects is more than current Engineering and CIP division staff can manage, therefore additional project management assistance is needed.

The Engineering division has high-priority maintenance projects like the annual pavement rehabilitation and concrete repair project that require oversight and project management assistance. There are also development needs such as development review, encroachment permit processes, and inspection coordination that require oversight.

DCME, Inc. Professional Services Agreement – Project Management Support Services DCME, Inc. (DCME) was selected from the City’s approved pre-qualified consultant list to provide project management support services. DCME is qualified to perform the work and is currently providing project management and construction support services for the Cathedral Oaks Crib Wall Sink Hole Repair, Fairview Pedestrian Hybrid Beacon, and various Engineering and CIP related work efforts. City staff requested a scope of work to continue to provide project management and construction support services.

Justification/Recommendation:

Public Works staff have reviewed and agree with the proposed scope of work and the qualifications of the project manager; therefore, staff is recommending the City Council award and authorize the City Manager to execute a Professional Services Agreement with DCME for project management and construction support services for a total not-to- exceed amount of $171,600 with a termination date of June 30, 2025 (Attachment 1).

COM3 Consulting Inc. Professional Services Agreement – Project Management Support Services
COM3 Consulting, Inc. (COM3) was selected from the City’s approved pre-qualified consultant list to provide project management support services. COM3 is qualified to perform the work and is currently providing project management services for the Ekwill Street and Fowler Road Extension Project, Hollister Avenue Bridge Project, San Jose Creek Channel Fish Passage Modification Project, San Jose Creek Channel Maintenance 2 Meeting Date: July 18, 2023

Project, and various Engineering and CIP related work efforts. City staff requested a scope of work to continue to provide project management services.

Justification/Recommendation:

Public Works staff have reviewed and agree with the proposed scope of work and the qualifications of the project manager; therefore staff is recommending the City Council award and authorize the City Manager to execute a Professional Services Agreement with COM3 Consulting, Inc. for project management services for a total not-to-exceed amount of $322,000 with a termination date of June 30, 2025 (Attachment 2).

MNS Engineers Inc. Professional Services Agreement - Engineering Division Staff Augmentation
MNS Engineering Inc. (MNS) was selected from the City’s approved pre-qualified consultant list to provide development review, project and construction management and surveying support services. MNS has been performing the work and is currently working on development review for the following projects Heritage Ridge, Santa Felicia Medical Office Building, Seymore Duncan, and Sandpiper Golf Course development projects.

MNS will also continue supporting the other divisions within Public Works with project and construction management of capital improvements, complex maintenance projects and the development of longer-range plans. MNS will provide daily support including oversight of the annual pavement and concrete project issuing encroachment permits, review of code violations, and response to citizen inquiries.

Justification/Recommendation:

Public Works staff have reviewed and agree with the proposed scope of work and the qualifications of the project manager, therefore staff is recommending the City Council award and authorize the City Manager to execute Amendment No. 5 to Professional Services Agreement No. 2018-079 with MNS Engineering Inc. for Engineering Section Staff Augmentation services for an additional $500,000 and a new total not-to-exceed amount of $1,571,120 and extend the termination date to June 30, 2025 (Attachment 3).

The original Professional Services Agreement No. 2018-079 with MNS Engineering Inc. and Amendment Nos. 1-4 is provided in Attachment 7.

Flowers & Associates, Inc. Professional Services Agreement – Encroachment Permit Support Services
Flowers & Associates, Inc. (Flowers) was selected from the City’s approved pre-qualified consultant list to provide engineering support services. Flowers is qualified to perform the work and has been providing on-call night and weekend inspection support to the City for encroachment permits since 2015, and regularly interfaces with permit contractors as needed to perform their work. Public Works staff requested a scope of work to assist with processing encroachment permits for both private and public right-of-way projects.

Justification/Recommendation:

Public Works staff have reviewed and agree with the proposed scope of work and the qualifications of the project manager; therefore, staff is recommending the City Council 3 Meeting Date: July 18, 2023

award and authorize the City Manager to execute a Professional Services Agreement with Flowers for Encroachment Permit Support services for a total not-to-exceed amount of $238,690 with a termination date of June 30, 2024 (Attachment 4).

Filippin Engineering, Inc. Amendment No. 2

The City contracted with Filippin Engineering, Inc. (Filippin) to provide construction management and inspection services for the Crosswalk at Calle Real / Fairview Center PHB Project. The services include construction oversight, managing construction meetings, reviewing and approving submittals, requests for information, potential change orders, contract change orders, weekly statements of working days, monthly pay estimates, confirming and measuring bid quantities, construction correspondence, utility coordination, schedule coordination, and daily construction inspection. These services are critical to successfully managing the construction work.

Justification/Recommendation:

Filippin has an existing Professional Services Agreement No. 2022-047 for Construction Management and Inspection for Crosswalk at Calle Real/Fairview Center Pedestrian Hybrid Beacon (PHB) Project (CIP No. 9099). The agreement was executed on June 13, 2022, and expires on June 30, 2023. Amendment No. 1 was approved by the City Manager on June 30, 2023. Additional compensation is being requested to include additional full-time inspection. Public Works staff recommend the City Council authorize the City Manager to execute Amendment No. 2 to increase the contract amount by $21,500 for a new total not-to-exceed amount of $48,000 (Attachment 5). The original Professional Services Agreement No. 2022-047 and Amendment No. 1 with Filippin Engineering, Inc. is provided in Attachment 6.

FISCAL IMPACTS:

There are sufficient funds in the FY 2023-24 budget for the subject contracts, so no new additional appropriations are necessary for the proposed amendments. The table below lists the vendors, the contract or amendment amounts, the funding accounts, and the proposed FY 2023-24 budget amounts.

4 Meeting Date: July 18, 2023

ALTERNATIVES:

The City Council may elect not to approve the agreement with DCME, COM3, MNS, Flowers, and Filippin to provide professional services. Doing so could cause delays in the management and delivery of engineering and CIP projects and may jeopardize grant funding for various projects.

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 DCME, Inc.

2. Professional Services Agreement with COM3 Consulting, Inc.

Vendor
Contract
Amount or
Amendment
Amount
Account Fund Type
FY2023-24
Budget
FY2024-25
Budget
DCME $171,600
Professional
Services,
Contract
Services, and
Various CIP
Accounts
General Fund,
DIF, and
Measure A
Various PW
Accounts and
CIP Accounts
Various PW
Accounts and
CIP Accounts
COM3 $322,000
Professional
Services,
Contract
Services, and
Various CIP
Accounts
General Fund,
DIF, and
Measure A
Various PW
Accounts and
CIP Accounts
Various PW
Accounts and
CIP Accounts
MNS $500,000
Professional
Services,
Contract
Services,
Development
Review, and
Various CIP
Accounts
General Fund,
DIF, and
Measure A
Various PW
Accounts and
CIP Accounts
Various PW
Accounts and
CIP Accounts
Flowers $238,690
101-50-5200-
51200
Professional
Services
General Fund $411,000 N/A
Filippin $21,500 206-90-9099-
57071
Measure A
Grant $235,000* N/A
5 Meeting Date: July 18, 2023

3. Amendment No. 5 to Professional Services Agreement No. 2018 -079 with MNS Engineers, Inc.

4. Professional Services Agreement No. with Flowers & Associates, Inc.

5. Amendment No. 2 to Professional Services Agreement No. 2022-047 with Filippin Engineering, Inc.

6. Professional Services Agreement No. 2022 -047 and Amendment No. 1 with Filippin Engineering, Inc.

7. Professional Services Agreement No. 2018-079 with and Amendment Nos. 1 -4 MNS Engineers, Inc.
6 ATTACHMENT 1

Professional Services Agreement with DCME, Inc.
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Project Name: Project Management Support Services

AGREEMENT FOR PROFESSIONAL SERVICES

BETWEEN THE CITY OF GOLETA
AND
DCME, INC., (dba DAVIS CME)
This AGREEMENT FOR PROFESSIONAL SERVICES (herein referred to as “AGREEMENT”) is made and entered into this ________ day of ______ , 2023, by and between the CITY OF GOLETA, a municipal corporation (herein referred to as "CITY"), and DCME, INC., (dba DAVIS CME), a California Corporation (herein referred to as "CONSULTANT").

SECTION A. RECITALS

1. The CITY has a need for professional services for project and construction management support services for various Capital Improvement Program and Capital Maintenance projects; and

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

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

4. The City Council, on this _____ day of _______, 2023, approved this AGREEMENT and authorized the City Manager to execute the AGREEMENT.

SECTION B. TERMS

1. RETENTION AS CONSULTANT
CITY hereby retains CONSULTANT, and CONSULTANT hereby accepts such engagement, to perform the services described in Section 2. CONSULTANT warrants it has the 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 Services in conjunction with assigned various Capital Improvement Program (CIP) and Capital Maintenance projects Services shall generally include project management and 








 





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construction engineering support services 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. 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 $171,600 (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 June 30, 2025, 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 classification).

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

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

Unless CITY and CONSULTANT have agreed in writing before the performance of extra services, no liability and no ri ght to claim compensation for such extra services or expenses shall exist. The applicable hourly rates for extra services shall be at the hourly rates set forth in Exhibit B, if one is included as part of this agreement. Any compensation for extra services shall be part of the total compensation and shall not increase the not to exceed amount identified in Section

3. 








 





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

6. TERM, PROGRESS AND COMPLETION
The term of this AGREEMENT is from the date first written above to June 30, 2025, 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. 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 services which are personal to CITY.

Matt Davis, Principal Engineer 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.










 





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9. HOLD 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 contractors 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.

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 








 





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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 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 insu rer’s liability. Coverage will not be limited to CITY’s vicarious liability.

c) Professional liability insurance po licies inception date, continuity date, or retroactive date must be before the effective date of this agreement.

CONSULTANT agrees to maintain continuous coverage through a period no less than three years after completion of the services required by this agreement.

d) Except for professional liability insurance, liability coverage shall be primary and non-contributing with any insurance maintained by CITY.










 





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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.

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.









 





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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 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. CONSULTA NT 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.









 





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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.

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. 








 





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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 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 AGREEM ENT 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 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.









 





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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: Matt Davis, Principal Engineer
DCME, Inc., (dba Davis CME)
1431 Olive Street
Santa Barbara, CA 93101

32. COUNTERPARTS AND ELECTRONIC/FACSIMILE SIGNATURES
This Agreement may be executed in several counterparts, which may be facsimile or electronic copies. Each counterpart is fully effective as an original, and together constitutes one and the same instrument.










 





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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 “D” 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.









 





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In concurrence and witness whereof , this AGREEMENT has been executed by the parties effective on the date and year first above written.

CITY OF GOLETA CONSULTANT

_____________________________ _____________________________ Robert Nisbet, City Manager Matt Davis, Principal Engineer

A T T E S T

_____________________________ _____________________________ Deborah Lopez, City Clerk Christine Davis, Secretary

APPROVED AS TO FORM:

MEGAN GARIBALDI, CITY ATTORNEY

_____________________________
Scott Shapses, Deputy City Attorney










 





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EXHIBIT A

SCOPE OF WORK

TASK 1 CIP SECTION PROJECT ASSISTANCE
Consultant shall provide support services to generally include project assistance requested by City staff related to the advancement and support of quality Capital Improvement Projects. Potential roles, as listed in DCME’s standard staff role/rate schedule, and as included in our 2023 Pre-Qualified Consultant SOQ, may include Principal Engineer, Program/Project Manager, Construction Manager, Project Engineer, PW Inspector, or Office Engineer. A list of the example areas currently identified for potential support in the coming term of this authorization agreement may include:

x 9053 Cathedral Oaks Crib Wall Repair, Slope Stabilization, and related improvements
x 9099 PHB Fairview
x Hollister Bike Path Lighting
x San Jose Creek Multipurpose Path, constructability review and/or related assistance
x CIP/City Project Schedule Document development and support x Constructability/Biddability Review
x Storm Drain system inventory, co nditions assessment, and repair coordination
x Contract Change Order (CCO) Review and Support
x Construction Project Procedures section development and support x CMIS Construction Project Management software implementation support x General CIP Section support, coordination, meetings, and correspondence
TASK 2 ENGINEERING SECTION PROJECT ASSISTANCE
Consultant shall provide support services to generally include project assistance requested by City staff related to the advancement and support of City Maintenance and Engineering Projects. Potential roles, as listed in DCME’s standard staff role/rate schedule included in our 2023 Pre-Qualified Consultant SOQ, may include Principal Engineer, Pr ogram/Project Manager, Construction Manager, Project Engineer, PW Inspector, or Office Engineer. A list of the example areas currently identified for potential support in the coming term of this authorization agreement may include:

x Emergency Storm Damage and Repair related assistance
x Annual Concrete Repair project review and field support x Constructability and Biddability Review
x Plan/Spec/Standards Review









 





20 City of Goleta
PW and DCME, Inc.

x Project Estimate and CM/3rd Party Review
x Storm Drain system inventory, co nditions assessment, and repair coordination
x Contract Change Order (CCO) Review and Support
x Construction Project Procedures section development and support x CMIS Construction Project Management software implementation support x General Engineering Section support, coordination, meetings, and correspondence










 





21 City of Goleta
PW and DCME, Inc.

EXHIBIT B

SCHEDULE OF FEES
Staff/Project Role 2023 Hourly Rate
Principal Engineer $165
Program/Project Manager $165
Construction Manager $165
Project Engineer $150
Inspector (Prevailing Wage) $145
Office Engineer/Administrative $105










 





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PW and DCME, Inc.

EXHIBIT C

SCHEDULE

Task Proposed Schedule
Task 1 Jul y 2023 through June 2025
Task 2 July 2023 through June 2025










 





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PW and DCME, Inc.

EXHIBIT D

FEDERAL CONTRACT PROVISIONS
During the performance of this contract, DCME, 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 MI NORITY 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 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.

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 co st 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)










 





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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 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 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. 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 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 








 





26 City of Goleta
PW and DCME, Inc.

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. Reimbursement; Damages. The Agency shall be entitled to reimbursement for any compensa tion 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 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
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 








 





27 City of Goleta
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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. 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:

i. Consultant 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 employment without regard to their race, color, religion, sex, or national origin.

iii. Consultant will not dischar ge 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 








 





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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 info rmation 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 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 








 





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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. 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. 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









 





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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
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.










 





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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 work under a funding agreement as defined in the first
sentence of this paragraph.

iii. This requirement does not apply to the Public Assistance, Hazard Mitigation Grant Program, Fire Management
Assistance Grant Program, Crisis Counseling Assistance and Training Grant Program, Disaster Case Management Grant
Program, and Federal Assistance to Individuals and
Households – Other Needs Assistance Grant Program, as
FEMA awards under these programs do not meet the
definition of “funding agreement.”

F. Appendix II to Part 200 (G) – Clean Air Act and Federal Water Pollution Control Act: If this contract is in excess of $150,000, Consultant shall comply with all applicable standards, orders, or requirements 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).










 





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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 Agen cy 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.

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 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 








 





33 City of Goleta
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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 “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. Appendix II to Part 200 (J) – Procurement of Recovered Materials:

i. Consultant shall comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and 








 





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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.

iii. Information about this requirement, along 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.

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 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 








 





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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 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.

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.










 





36 ATTACHMENT 2

Professional Services Agreement with COM3 Consulting, Inc. 37 City of Goleta
Public Works – COM3 Consulting, Inc.

Project Name: Project Management Support Services

AGREEMENT FOR PROFESSIONAL SERVICES

BETWEEN THE CITY OF GOLETA
AND
COM3 Consulting, Inc.

This AGREEMENT FOR PROFESSIONAL SERVICES (herein referred to as “AGREEMENT”) is made and entered into this 18th day of July, 2023, by and between the CITY OF GOLETA, a municipal corporation (herein referred to as "CITY"), and COM3 Consulting, Inc., a California Corporation (herein referred to as "CONSULTANT").

SECTION A. RECITALS

1. The CITY has a need for professional services for project management support services for various Capital Improvement Program and Capital Maintenance projects; and

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

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

4. The City Council, on this 18th day of July, 2023, approved this AGREEMENT and authorized the City Manager to execute the AGREEMENT.

SECTION B. TERMS

1. RETENTION AS CONSULTANT
CITY hereby retains CONSULTANT, and CONSULTANT hereby accepts such engagement, to perform the services desc ribed in Sect ion 2.

CONSULTANT warrants it has the qualifications, experience, a nd facilities to properly and timely perform said services.

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

Professional Services in conjunc tion with assigned various Capital Improvement Program (CIP) and C apital Maintenance projects DocuSign Envelope ID: CDE3EABC-3190-461D-82E0-E9A9EF929177 38 City of Goleta
Public Works – COM3 Consulting, Inc.

Services shall generally include project management support services as more particularl y set forth in the Scope of Work, attached as Exhibit “A,” and incorporated herein.

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

3. COMPENSATION AND PAYMENT
(a) Maximum and Ra te. The total compensation payable to CONSULTANT by CITY for the services under this AGREEMENT SHALL NOT EXCEED the sum of $ 322,000 (herein "not to exceed a mount"), an d shall be earned as the work progresses on the following basis:

Hourly a t the hourly rates and with reimbursement to
CONSULTANT for those expenses set forth in CONSULTANT's Schedule of Fees marked E xhibit "B," attached and incorporated herein. The rates and expenses set forth in that exhibit shall be binding upon CONSULTANT until June 30, 2025, af ter which any change in said rates and expenses must be approved in writing by CITY's Proje ct 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 to tal compensation due CONSULTANT for all work described under this AGREEMENT.
(b) Payment. CONSULTANT shall provi de CITY with written verification of the actual compensatio n earned, which written verification shall be in a form satisfactory to CITY's Project M anager, as describ ed 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 Sect ion 2, as m utually 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 lia bility and no right to claim compensation for such extra se rvices or e xpenses 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 ser vices shall be part of the total compensation and shall not increase the not to exceed amount identified in Section 3.

DocuSign Envelope ID: CDE3EABC-3190-461D-82E0-E9A9EF929177 39 City of Goleta
Public Works – COM3 Consulting, Inc.

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 Autumn Glaeser, Capital Improvement Program Manager. Project Manager shall have the authority to act on behalf of the CITY in administering this AGREEMENT but shall not b e authorize d to extend the term of the AGREEMENT or increase the not to exceed amount.

6. TERM, PROGRESS AND COMPLETION
The term of t his AGREEMENT is from the date first written above to June 30, 2025, 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 ins urance as required by Section 10 below, and (ii) CITY gives written authorization to proceed with the work provided by CITY's Project Manager.

7. OWNERSHIP OF DOCUMENTS
All drawin gs, 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 lat er time when r equested 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 autho rization of CONSULTANT is first obtained.

8. PERSONAL SERVICES/NO ASSIGNMENT/SUBCONTRACTOR
This AGREEMENT is for professional services which are personal to CITY. Gerald Comati, President is deemed to be specially experienced and is a key member of CO NSULTANT's firm, and shall be directly involved in the performance of this wo rk. This key person shall communicate with, and periodically report to, CIT Y 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 AGRE EMENT may n ot be assigned or subcontracted without the City Manager’s prior written consent.

DocuSign Envelope ID: CDE3EABC-3190-461D-82E0-E9A9EF929177 40 City of Goleta
Public Works – COM3 Consulting, Inc.

9. HOLD HARMLESS AND INDEMNITY
LANGUAGE FOR PROFESSIONAL SERVICES (A-C):
(a) Hold Harmless for CONSULTANT's Damages. CONSULTANT holds CITY, its elected officials, o fficers, agents, and employees, harmless from all of CONSULTANT's claims, demands, lawsuits, judgments, damages, losses, injuries or liability to CON SULTANT, to CONSULTANT's employees, to CONSULTANT’s contracto rs 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, wi th CONSULTANT's performance of any activity or work requi red under this AGREEMENT.
(b) Defense a nd Indemnity of Third Party Claims/Liability.

CONSULTANT shall investigate, defend, and indemnify CITY , its elected officials, officers, agents, and employees, fro m any claims, lawsuits, demands, judgments, an d all liabi lity including, but not limited to, monetary or property damage, lost profit, personal injury, wrongful death, general liability, automobi le, infringement of copyright/patent/trademark, or profession al errors and omissions arising out of, direct ly or indir ectly, an error, negligence, or omi ssion 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, emplo yees, representatives, subconsultants, or subc ontractors, in performing the services described in, or normally associated with, this type of contract ed work. The duty to defend shall include any suits or actio ns 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 adjust ing costs and any other costs required for and related thereto. (c) No Waiver. CITY does not waive, nor shall be deemed t o have waived, any indemnity, defen se or hold harmless rights under this section because of the acceptance by CITY, or the deposit with CI TY, 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 V II or better, or as ot herwise approved by CITY.

Insurance shall include the following (or broader) coverage:

DocuSign Envelope ID: CDE3EABC-3190-461D-82E0-E9A9EF929177 41 City of Goleta
Public Works – COM3 Consulting, Inc.

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 Liabil ity, including hired and non -owned automobile liability with a minimum limit of $1,000,000 per accident. If the Servi ce 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 c omplying with California worker’s compensation laws, incl uding statutory limits for workers’ compensation and an Employer’s Liability limit of $1,000,000 per accident or disease.

d) Professional li ability insurance that covers the services to be performed in connection with this agreement, in the min imum 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 liab ility 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 perform ed or related to the contract. Additional insured status und er the general liability requirement shall be provided on Insurance Services Office Form CG 20 10, with an edition date prior to 20 04, 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 eff ective date of this agreement. CONSULTANT agrees to maintain continuous coverage through a period no les s t han three y ears after completion of the services required by this agreement.

DocuSign Envelope ID: CDE3EABC-3190-461D-82E0-E9A9EF929177 42 City of Goleta
Public Works – COM3 Consulting, Inc.

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 (includi ng the workers ’ compensation and employer’s liability policies) shall provide that coverage shall not be suspended, voided, canceled or reduced in cover age or in limits except after 30 days’ prior written notice h as 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 o f r ecovery pri or 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 r ecourse against CITY for payment of premiums or other amounts with respect to the insurance required to be provided by CONSULTANT hereunder. Any failur e, actual or alleged, on the part of CITY to monitor complian ce 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 eve nt any policy of insurance required under this AGREEMENT does not comply with these requirements or is canceled and no t 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 r eimbursed by CONSULTANT or CITY will withhold amounts suffici ent 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, b ut has the right (but not the duty) to moni tor the handling of any such claim or claims if they are likely to involve CITY.

11. RELATIONSHIP OF CONSULTANT TO CITY
The relationship of the CONSULTANT to CITY shall be that of an independent contractor and that in no event shall CONSULTANT be considered an officer, agent, servant or employee of CITY. CONSULTANT shall be solely responsible for any workers compensation insurance, withholding taxes, DocuSign Envelope ID: CDE3EABC-3190-461D-82E0-E9A9EF929177 43 City of Goleta
Public Works – COM3 Consulting, Inc.

unemployment insurance, and any other employer obligations associa ted 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 reasonabl y 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 per iod need be given. In the event of termination, CONSULTANT shall have the right and obligation to immed iately assembl e 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 st atement 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 s hall 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 responsibili ty and liability of CONSULTANT, its employe es, 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 err or 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 DocuSign Envelope ID: CDE3EABC-3190-461D-82E0-E9A9EF929177 44 City of Goleta
Public Works – COM3 Consulting, Inc.

records. CONSULTANT will retain such financial records, time sheet s, work progress reports, invoices, bills a nd project records for at least two years after termination or final payment under this AGREEMENT.

16. WAIVER; REMEDIES CUMULATIVE
Failure by a party to in sist upon the strict performance of any of the provisions of this AGREEMENT by the other party, irrespec tive of the le ngth of time for which such failure continues, shall not constitute a waiver of such party's right to demand strict compliance by such oth er party in the future. No waiver by a party of a default or breach of the other party shall be effecti ve 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 cumula tive and alter native, 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 off icial 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 in terest 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 mea ning of purpose of providing a public benefit and not strictl y for or against any party. It shall be co nstrued consis tent with the provisions hereof, in order to achieve the objectives and purposes of the parties.

Wherever required by the context, the si ngular shall include the plural and vice versa, and the masculine gender shall include the feminine or n eutral 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.

DocuSign Envelope ID: CDE3EABC-3190-461D-82E0-E9A9EF929177 45 City of Goleta
Public Works – COM3 Consulting, Inc.

20. GOVERNING LAW
This AGREEMENT, and the rights a nd 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 discrimina te on the basi s 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 payab le to CONSULTANT for current services are within the curr ent 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 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 o ther 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 may be required in connection with the performance of services under this AGREEMENT.

DocuSign Envelope ID: CDE3EABC-3190-461D-82E0-E9A9EF929177 46 City of Goleta
Public Works – COM3 Consulting, Inc.

27. CAPTIONS
The captions or headings in this AGREEMENT are for convenien ce only and in no other way define, limit o r 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, shareh olders, 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 par ties hereto with respect to the rendering of services, and co ntains 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 t o be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force w ithout being i mpaired or invalidated in any way.

31. NOTICES
Any notice required to be given hereunder shall be deemed to have been given by depositing sai d 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: Gerald Comati, President
COM3 Consulting, Inc.
1943 Grand Avenue
Santa Barbara, CA 93103

DocuSign Envelope ID: CDE3EABC-3190-461D-82E0-E9A9EF929177 47 City of Goleta
Public Works – COM3 Consulting, Inc.

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.

DocuSign Envelope ID: CDE3EABC-3190-461D-82E0-E9A9EF929177 48 City of Goleta
Public Works – COM3 Consulting, Inc.

In concurrence an d 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 Gerald Comati, President

ATTEST

_____________________________ _____________________________ Deborah Lopez, City Clerk Gerald Comati, Chief Financial Officer

APPROVED AS TO FORM:

MEGAN GARIBALDI, CITY ATTORNEY

_____________________________
Scott Shapses, Deputy City Attorney

DocuSign Envelope ID: CDE3EABC-3190-461D-82E0-E9A9EF929177 49 City of Goleta
Public Works – COM3 Consulting, Inc.

EXHIBIT A

SCOPE OF WORK

Task 1: Consultant shall provide the following for various CIP Projects:

 Provide continuous interface with City staff regarding projects.  Attend City meetings and prepare meeting agendas and action items.  Follow up to ensure action items are performed.
 Coordination with consultants.
 Coordinate with other agencies.
 Provide review and comment on consultant deliverables.  Development/maintenance of project schedules.
 Prepare bid-packages.
 Track and monitor project costs and funding.
 Prepare grant funding claims as required.
 Prepare grant applications.
 Prepare RFPs for professional services, as required to continue progress of projects.
 Development impact fee program services, as required.

Consultant shall provide services on the following list of CIP Projects:

1. EKWILL/FOLWER EXTENSION PROJECT
 Provide continuous interface with City staff regarding project.  As required, schedule and attend project team meetings and prepare meeting agendas and action items.
 Support CMIT Team during construction phase of project.  Coordination with Caltrans.
 Coordinate with other agencies including SBCAG, SB Bicycle Coalition, Resource Agencies, and County Flood Control.
 Prepare draft Staff Reports for Council Action items and prepare presentations to Council.
 Prepare, review and comment on any cooperative agreements necessary for projects.
 Prepare project correspondence for City as required.
 Track and monitor project costs and funding.
 Coordinate with Caltrans re/ STIP funding and prepare STIP funding documentation as required.
 Assist City Staff in preparation of grant funding claims, as necessary.  Assist City in securing additional funding for project, as necessary.  Assist in public outreach as required.
 Oversee right of way acquisition process.
 Participate in ongoing eminent domain litigation.
 Meet with private property owners as required.

DocuSign Envelope ID: CDE3EABC-3190-461D-82E0-E9A9EF929177 50 City of Goleta
Public Works – COM3 Consulting, Inc.

2. HOLLISTER AVENUE BRIDGE PROJECT
 Provide continuous interface with City staff regarding project.  As required, schedule and attend project team meetings and prepare meeting agendas and action items.
 Support CMIT Team during construction phase of project.  Coordination with Caltrans.
 Coordinate with other agencies including SBCAG, SB Bicycle Coalition, Resource Agencies, and County Flood Control.
 Prepare draft Staff Reports for Council Action items and prepare presentations to Council.
 Prepare, review and comment on any cooperative agreements necessary for projects.
 Prepare project correspondence for City as required.
 Track and monitor project costs and funding.
 Coordinate with Caltrans Local Assistance regarding HBP and prepare HBP funding documentation as required.
 Assist City Staff in preparation of grant funding claims, as necessary.  Assist City in securing additional funding for project, as necessary.  Assist in public outreach as required.
 Oversee right of way acquisition process.
 Participate in ongoing eminent domain litigation.
 Meet with private property owners as required.

3. SAN JOSE CREEK CHANNEL FISH PASSAGE MODIFICATION PROJECT  Provide continuous interface with City staff regarding projects.  Schedule and host project team meetings and prepare meeting agendas and action items and track action items.
 Coordinate with other agencies including Caltrans, Resource Agencies, and County Flood Control.
 Oversee consultants preparing design and environmental/permitting.  Prepare project status reports for City including reports to Council on project status.
 Prepare draft Staff Reports for Council Action items and prepare presentations to Council.
 Prepare, review and comment on any cooperative agreements necessary for projects.
 Prepare project correspondence for City as required.
 Provide review and comment on engineering deliverables.  Development/maintenance of project schedules.
 Track and monitor project costs.
 Track and monitor project funding.
 Assist City Staff in securing additional funding for project, as necessary.  Attend public hearings as required.
 Oversee right of needs and agreements.
 Meet with private property owners as required.

DocuSign Envelope ID: CDE3EABC-3190-461D-82E0-E9A9EF929177 51 City of Goleta
Public Works – COM3 Consulting, Inc.

4. SAN JOSE CREEK CHANNEL MAINTENANCE PROJECT
 Provide coordination re/ San Jose Creek Channel maintenance related projects.  Provide coordination with Santa Barbara Flood Control District.  Coordination with City Maintenance Division regarding construction contracts and budgeting.
 Prepare project status reports for project as required.  Track and monitor project costs.
 Track and monitor project funding.

DocuSign Envelope ID: CDE3EABC-3190-461D-82E0-E9A9EF929177 52 City of Goleta
Public Works – COM3 Consulting, Inc.

EXHIBIT B

SCHEDULE OF FEES
Staff/Project Role FY 23-24 & 24-25
Gerald Comati – Project
Manager
$200
Administration $53

SCHEDULE OF EXPENSES
Expenses Unit $/Unit
Mail EA actual
Reproduction EA actual

DocuSign Envelope ID: CDE3EABC-3190-461D-82E0-E9A9EF929177 53 ATTACHMENT 3

Amendment No. 5 to Professional Services Agreement No. 2018-079 for Development Services with MNS Engineers, Inc.
54 City of Goleta
Amendment
No. 5 to Agreement No.
2018-079 Page 1 of 5
AMENDMENT NO. 5

TO A PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF GOLETA
AND
MNS ENGINEERS, INC.

This Amendment No. 5 to the Professional Services Agreement by and between the City of Goleta , a municipal corporation ( “City”) and MNS ENGINEERS, INC. (“Consultant”) dated August 21, 2018 (“Agreement,” Agreement No. 2018-079) is made on this 18th day of July 2023.

SECTION A. RECITALS

1. This Agreement is for the Public Works Engineering Division support services; and

2. This Agreement has been amended to add additional compensation, extend the termination date, and expand the services in the scope of work to include permit review and approval (Amendment No. 1, 2, 3, and 4); and

3. The Agreement currently provides in Section 3 Subsection (a) for the total compensation amount not to exceed $ 1,071,120 (one million seventy-one, one hundred and twenty dollars); and

4. The parties desire to amend the Agreement so as to provide for additional compensation in the amount of $500,000 for continued tasks; and

5. The Agreement currently provides in Section 6 for the termination of the Agreement on June 30, 2024; and

6. The parties desire to amend the Agreement so as to extend the termination of the Agreement to June 30, 2025; and

7. The City Council approved this Amendment No. 5, on this 18th day of July 2023.

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









 

 


55 City of Goleta
Amendment
No. 5 to Agreement No.
2018-079 Page 2 of 5

1. Subsection (a) of Section 3. COMPENSATION AND PAYMENT of the Agreement is amended to add an additional authorized amount of $500,000 and to read in its entirety:
(a) Maximum and Rate . The total compensation payable to CONSULTANT by CITY for the services under this AGREEMENT SHALL NOT EXCEED the sum of Insert amount ($1,571,120) (herein "not-to-exceed amount") and shall be earned as the work progresses.

Hourly at the hourly rates and with reimbursement to
CONSULTANT for those expenses set forth in
CONSULTANT's Schedule of Fees marked Exhibit "B-1,"
attached and incorporated herein. The rates and expenses set forth in that exhibit shall be binding upon CONSULTANT until June 30, 2025, after which any change in said rates and expenses must be approved in writing by CITY's Project
Manager as described in Section 5 (CITY is to be given 60 days notice of any rate increase request), provided the not to exceed amount is the total compensation due CONSULTANT
for all work described under this AGREEMENT.

2. Section 6. TERM, PROGRESS AND COMPLETION of the Agreement is amended to extend the term for an additional one year to read in its entirety.

The term of this Agreement is from the date first written above to June 30, 2025, unless the term of this Agreement is exte nded 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.

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









 

 


56 City of Goleta
Amendment
No. 5 to Agreement No.
2018-079 Page 3 of 5
In concurrence and witness whereof, this Amendment No. 5 has been executed by the parties effective on the date and year first above written.

CITY OF GOLETA CONSULTANT
____________________________ ______________________________ Robert Nisbet, City Manager Greg Chelini, President
A T T E S T :
_____________________________ ______________________________ Deborah Lopez, City Clerk Jeff Edwards, Vice President APPROVED AS TO FORM:

MEGAN GARIBALDI, CITY ATTORNEY

_____________________________
Scott Shapses, Deputy City Attorney









 

 


57 City of Goleta
Amendment No. 5 to Agreement No.
2018-079 Page 4 of 5
EXHIBIT B-1

SCHEDULE OF FEES
2023 STANDARD SCHEDULE OF FEES

PROJECT/PROGRAM MANAGEMENT
Principal-In-Charge ............................... $325 Senior Project/Program Manager ...... 310
Project/Program Manager .................... 260
Assistant Project/Program Manager 245
Senior Project Coordinator ................... 185
Project Coordinator ................................. 155

ENGINEERING
Principal Engineer .................................. $290 Lead Engineer ............................................ 255 Supervising Engineer .............................. 245 Senior Project Engineer ......................... 225
Project Engineer........................................ 200 Associate Engineer .................................. 180 Assistant Engineer.................................... 165

SURVEYING
Principal Surveyor .................................. $265 Lead Surveyor ............................................ 255 Supervising Surveyor .............................. 220 Senior Project Surveyor ......................... 200
Project Surveyor........................................ 175 Associate Project Surveyor ................... 165
Assistant Project Surveyor .................... 150
Party Chief (PW) ........................................ 180 Chainperson (PW) .................................... 150 One-Person Survey Crew (PW) ........... 215

CONSTRUCTION MANAGEMENT
Principal Construction Manager ...... $315
Senior Construction Manager ............. 275
Senior Resident Engineer ...................... 250
Resident Engineer .................................... 240 Structure Representative ....................... 235
Construction Manager ........................... 220
Assistant Resident Engineer................. 200
Sr. Construction Inspector (PW) ........ 175
Construction Inspector (PW) .............. 168
Office Administrator ................................ 130

TECHNICAL SUPPORT
CADD Manager ....................................... $200 Supervising Technician .......................... 170
Senior Technician ..................................... 160 Engineering Technician .......................... 125















58 City of Goleta
Amendment No. 5 to Agreement No.
2018-079 Page 5 of 5

ADMINISTRATIVE SUPPORT
Senior Management Analyst ............. $185
Management Analyst.............................. 155
IT Technician ............................................... 140 Graphics/Visualization Specialist ....... 150
Administrative Assistant ........................ 100

GOVERNMENT SERVICES
City Engineer ........................................... $250 Deputy City Engineer .............................. 225 Assistant City Engineer ........................... 215 Plan Check Engineer................................ 190 Permit Engineer ......................................... 185 City Inspector ............................................. 185 Senior City Inspector (PW) .................. 195
City Inspector (PW) .................................. 185 Principal Stormwater Specialist .......... 180
Senior Stormwater Specialist ............... 170
Stormwater Specialist ............................. 160 Stormwater Technician .......................... 140
Building Official ......................................... 220 Senior Building Inspector ...................... 235
Building Inspector .................................... 165 Planning Director ...................................... 225 Senior City Planner .................................. 205 Assistant Planner ...................................... 195 Senior Grant Writer .................................. 180 Grant Writer ................................................ 170 Associate Grant Writer ........................... 150
Assistant Grant Writer ............................ 130 














59 ATTACHMENT 4

Professional Services Agreement with Flowers & Associates, Inc. 60 City of Goleta
Department of Public Works and Flowers & Associates, Inc.

Project Name: Encroachment Permit Support Services

AGREEMENT FOR PROFESSIONAL SERVICES

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

This AGREEMENT FOR PROFESSIONAL SERVICES (herein referred to as “AGREEMENT”) is made and entered into this 18th day of July, 2023, 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").

SECTION A. RECITALS

1. The CITY has a need for professional encroachment permit support services for encroachment permit processing; and

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

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

4. The City Council, on this 18th day of July 2023, approved this AGREEMENT and authorized the City Manager to execute the AGREEMENT.

SECTION B. TERMS

1. RETENTION AS CONSULTANT
CITY hereby retains CONSULTANT, and CONSULTANT hereby accepts such engagement, to perform the services described in Section 2.

CONSULTANT warrants it has the qualifications, experience, a nd facilities t o properly and timely perform said services.

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

Professional Encroachment Permit Support Services in conjunction with City encroachment permits. Services shall ge nerally include assistance in processing encroachment permits for both private and DocuSign Envelope ID: F2CFEB5C-D808-4FAD-A1E5-B7A0E4BD3B4D 61 City of Goleta
Department of Public Works and Flowers & Associates, Inc.

public right-of-way projects as more particularl y set forth in the Scope of Work, attached as Exhibit “A,” and incorporated herein.

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

3. COMPENSATION AND PAYMENT
(a) Maximum and Ra te. The total compensation payable to CONSULTANT by CITY for the services under this AGREEMENT SHALL NOT EXCEED the sum of $238,690 (herein "not to exceed amount"), and shall be earned as the work progresses on the following basis:

Hourly a t 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 expense s set forth in that ex hibit shall be binding upon CONSULTANT until June 30, 2024 , af ter 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 to tal 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 writte n verification shall b e in a form satisfactory to CITY's Project M anager, as describ ed 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 classifi cation).

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 adva nce 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 sha ll exist. The applica ble 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.

DocuSign Envelope ID: F2CFEB5C-D808-4FAD-A1E5-B7A0E4BD3B4D 62 City of Goleta
Department of Public Works and Flowers & Associates, Inc.

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 perso n is designated by CITY from time to time, and who presently is Melissa Angeles, Assistant Engineer. Project Manager shall have the authority to act on behalf of the CITY in administering this AGREEMENT but shall not be authorized to extend the term of the AGREEMENT or increase the not to exceed amount.

6. TERM, PROGRESS AND COMPLETION
The term of t his AGREEMENT is from the date first written above to June 30, 2024, 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 ins urance as required by Section 10 below, and (ii) CITY gives written authorization to proceed with the work provided by CITY's Project Manager.

7. OWNERSHIP OF DOCUMENTS
All drawin gs, 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, ar e 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 profession al services which are personal to CITY. Alan H. Chierici, Vice President, 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 pers on shall communicate w ith, and periodically report to, CIT Y 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.

DocuSign Envelope ID: F2CFEB5C-D808-4FAD-A1E5-B7A0E4BD3B4D 63 City of Goleta
Department of Public Works and Flowers & Associates, Inc.

9. HOLD 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 claim s, demands, lawsuits, judgments, damages, losses, injuries or liability to CONSULTANT, to CONSULTANT's employees, to CONSULTANT’s contractors or subcontractors, or to the owners of CONSULTANT's firm, which damages, losses, injuries or liability occur during the work required un der 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 a nd Indemnity of Third Par ty 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, pers onal 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 omi ssion of CONSULTANT or an y of CONSULTANT’s offi cers, agents, employees, representatives, subconsultants, or subcontractors, or the willful misconduct of CONSULTANT or any of CONSULTANT’s officers, agents, employees, representatives, subconsultants, or subc ontractors, 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, defen se or hold harmless right s 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 V II or better, or as ot herwise approved by CITY.

Insurance shall include the following (or broader) coverage:

DocuSign Envelope ID: F2CFEB5C-D808-4FAD-A1E5-B7A0E4BD3B4D 64 City of Goleta
Department of Public Works and Flowers & Associates, Inc.

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 an d 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 Emp loyer’s Liability limi t 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 min imum amount of $1,000,000 per claim.

Liability insurance policies requi red 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 d ate prior to 20 04, 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 insura nce shall apply separa tely 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 les s than three years after completion of the services required by this agreement.

DocuSign Envelope ID: F2CFEB5C-D808-4FAD-A1E5-B7A0E4BD3B4D 65 City of Goleta
Department of Public Works and Flowers & Associates, Inc.

d) Except for p rofessional liability insurance, l iability coverage shall be primary and non-contributing with any insurance maintained by CITY.

e) Evidence of coverage (includi ng the workers’ compensation and employer’s liability policies) shall pro vide that coverage sha ll 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 o f 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 r ecourse against CITY for payment of premiums or other amounts with respec t to the insurance req uired 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 t he 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 moni tor the handling of any such claim or claims if they are likely to involve CITY.

11. RELATIONSHIP OF CONSULTANT TO CITY
The relationship of the CONSULTANT to CITY shall be that of an independent contractor and that in no event shall CONSULTANT be considered an officer, agent, servant or employee of CITY. CONSULTANT shall be sole ly responsible for any workers compensation insurance, withholding taxes, DocuSign Envelope ID: F2CFEB5C-D808-4FAD-A1E5-B7A0E4BD3B4D 66 City of Goleta
Department of Public Works and Flowers & Associates, Inc.

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 reasonabl y timely manner, such correction shall be made by CITY, and the cost ther eof shall be charged t o 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 immed iately 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 st atement 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 compensat ion 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 o f that check.

However, approval or payment by CITY shall not constitute, nor be deemed, a release of the responsibility and liability of CONSULTANT, its employe es, subcontractors, agents and CONSULTANTs for the accuracy and competenc y of the information p rovided 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 err or 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 thi s AGREEMENT and will p ermit CITY to audit, examine and/or reproduce such DocuSign Envelope ID: F2CFEB5C-D808-4FAD-A1E5-B7A0E4BD3B4D 67 City of Goleta
Department of Public Works and Flowers & Associates, Inc.

records. CONSULTANT will retain such financial records, time sheets, work progress reports, invoices, bills a nd 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, irrespec tive of the length of time for which such failure continues, shall not co nstitute 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 effecti ve or binding upon such party unless made in writing by such party, and n o 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 defaul t 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 cumula tive and alternative, and invocation of any such right or remedy shall no t 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 off icial 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 provisi ons 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 co nstrued consistent with the provisions hereof, in order to achieve the ob jectives 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 n eutral genders or vice versa.

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

DocuSign Envelope ID: F2CFEB5C-D808-4FAD-A1E5-B7A0E4BD3B4D 68 City of Goleta
Department of Public Works and Flowers & Associates, Inc.

20. GOVERNING LAW
This AGREEMENT, and the rights a nd obligations of the parties, shall be governed and interpreted in accor dance 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 discrimina te on the basis of race, color, gender, gender identity/expression, pregn ancy, sexual orientati on, 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 an d 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 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 may be required in connection with th e performance of services under this AGREEMENT.

DocuSign Envelope ID: F2CFEB5C-D808-4FAD-A1E5-B7A0E4BD3B4D 69 City of Goleta
Department of Public Works and Flowers & Associates, Inc.

27. CAPTIONS
The captions or headings in this AGREEMENT are for convenience only and in no other way define, limit o r 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, shareh olders, 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 oth er 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 w ithout being impaired or invalidated in any way.

31. NOTICES
Any notice required to be given hereu nder 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: Alan H. Chierici, Vice President
Flowers & Associates, Inc.
115 W. Canon Perdido Street
Santa Barbara, CA 93101

DocuSign Envelope ID: F2CFEB5C-D808-4FAD-A1E5-B7A0E4BD3B4D 70 City of Goleta
Department of Public Works and Flowers & Associates, Inc.

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

_____________________________ _____________________________ Robert Nisbet, City Manager Alan H. Chierici, Vice President

ATTEST

_____________________________ _____________________________ Deborah Lopez, City Clerk Robert A. Schmidt, P.E., Principal

APPROVED AS TO FORM:

MEGAN GARIBALDI, CITY ATTORNEY

_____________________________
Scott Shapses, Deputy City Attorney

DocuSign Envelope ID: F2CFEB5C-D808-4FAD-A1E5-B7A0E4BD3B4D 71 City of Goleta
Department of Public Works and Flowers & Associates, Inc.

EXHIBIT A

SCOPE OF WORK

Scope of Services

Consultant shall assist with City Encroachment Permits, up to 20 hours per week, which shall include but not be limited to:

- Using Magnet processing software.
- Access to City files for permit purposes only.
- Receive and process Permit applications and extension requests. - Generate Permit number.
- Assign Permit Fees.
- Route DRAFT permits to sub-consultants for review, i.e., traffic control and radio frequency-communications review.
- Track Permit process.
- Assign tasks to City support team.
- Work with and train City support team.
- Provide limited City Inspector vacation encroachment permit field review, anticipated for up to two hundred forty hours (240 hours) per year. - Other responsibilities as designated.
- Attend quarterly utility coordination and pre-construction meetings at City request, up to 12 meetings at City offices.

Services to be provided by the City of Goleta

The City shall perform the following tasks and shall include but not be limited to:

- Process payments from applicants.
- Process F&A invoices.
- Public notices where required.
- Access to City files for permit purposes only.
- Receive and process Permit applications.

DocuSign Envelope ID: F2CFEB5C-D808-4FAD-A1E5-B7A0E4BD3B4D 72 City of Goleta
Department of Public Works and Flowers & Associates, Inc.

EXHIBIT B

SCHEDULE OF FEES

DocuSign Envelope ID: F2CFEB5C-D808-4FAD-A1E5-B7A0E4BD3B4D 73 ATTACHMENT 5

Amendment No. 2 to Professional Services Agreement No. 2022-047 with Filippin Engineering, Inc.

74 City of Goleta
Amendment No. 2 to Agreement No. 2022-047

AMENDMENT NO. 2

TO A PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF GOLETA
AND
FILIPPIN ENGINEERING, INC.

This Amendment No. 2 to the Professional Agreement by and between the City of Goleta, a municipal corporation (“City”) and Filippin Engineering, Inc. (“Consultant”) dated June 13, 2022 (“Agreement,” Agreement No. 2022-047) is made on this 18th day of July, 2023.

SECTION A. RECITALS

1. T his Agreement is for professional inspection services for the 9099 Crosswalk at Calle Real/Fairview Center Pedestrian Hybrid Beacon (PHB) Project; and

2. This Agreement has been amended to extend the termination date from June 30, 2023 to June 30, 2024 (Amendment No. 1); and

3. T he Agreement currently provides in Section 3 Subsection (a) for the total compensation amount not to exceed twenty-six thousand and five hundred dollars ($26,500); and

4. T he parties desire to amend the Agreement so as to provide for additional compensation in the amount of twenty -one thousand and five hundred dollars ($21,500) for additional tasks for a new not -to-exceed of forty-eight thousand dollars ($48,000); and

5. T he Agreement currently provides in Exhibit B entitled “Rate Schedule” the hourly rates; and

6. T he parties desire to amend Exhibit B of the Agreement to identify the new hourly rates, attached as “Exhibit B-1”; and

7. T he City Council approved this Amendment No. 2, on this 18th day of July, 2023.

SECTION B. AMENDED TERMS

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

DocuSign Envelope ID: B3932BEF-2DE5-4B81-8BA7-1CDBCF298DB7 75 City of Goleta
Amendment No. 2 to Agreement No. 2022-047

1. S ubsection (a) of Section 3 . COMPENSATION AND PAYMENT of the Agreement is amended to add an additional authorized amount of $21,500 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 forty -eight thousand dollars ($48,000) (herein "not-to-exceed amount") and shall be earned as the work progresses.

Hourly at the hourly rates and with reimbursement to
CONSULTANT for those expenses set forth in
CONSULTANT's Schedule of Fees marked Exhibit "B -1,"
attached and incorporated herein. The rates and expenses set forth in that exhibit shall be binding upon CONS ULTANT until June 30, 2024, after which any change in said rates and expenses must be approved in writing by CITY's Project
Manager as described in Section 5 (CITY is to be given 60 days notice of any rate increase request), provided the not to exceed amount is the total compensation due CONSULTANT
for all work described under this AGREEMENT.

2. This Agreement is amended to delete and replace in its entirety:

Exhibit B “Rate Schedule” with Exhibit B-1 “Schedule of Fees” 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.

DocuSign Envelope ID: B3932BEF-2DE5-4B81-8BA7-1CDBCF298DB7 76 City of Goleta
Amendment No. 2 to Agreement No. 2022-047

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 Gino Filippin, P.E.

Principal Civil Engineer

ATTEST:

_____________________________ ______________________________ Deborah Lopez, City Clerk Kelly Wheeler
Vice President

APPROVED AS TO FORM:

MEGAN GARIBALDI, CITY ATTORNEY

_____________________________
Scott Shapses, Deputy City Attorney

DocuSign Envelope ID: B3932BEF-2DE5-4B81-8BA7-1CDBCF298DB7 77 City of Goleta
Amendment No. 2 to Agreement No. 2022-047

EXHIBIT B-1

SCHEDULE OF FEES

DocuSign Envelope ID: B3932BEF-2DE5-4B81-8BA7-1CDBCF298DB7 78 ATTACHMENT 6

Professional Services Agreement No. 2022-047 and Amendment No. 1 with Filippin Engineering, Inc.

79 City of Goleta
Amendment No. 1 to Agreement No.2022-047

AMENDMENT NO. 1

TO A PROFESSIONAL AGREEMENT

BETWEEN THE CITY OF GOLETA
AND
FILIPPIN ENGINEERING, INC.

This Amendment No. 1 to the Professional Services Agreement by and between the City of Goleta , a municipal corporation (“City”) and Filippin Engineering, Inc. (“Consultant”) dated June 13, 2022 (“Agreement,” Agreement No. 2022-047) is made on this _____ day of ____________ 2023.

SECTION A. RECITALS

1. This Agreement is for the professional inspection services for the 9099 Crosswalk at Calle Real/Fairview Center Pedestrian Hybrid Beacon(PHB) Project; and

2. The parties desire to retroactively amend this Agreement so that this Amendment is effective as of June 30, 2023 and the term of the Agreement extends to June 30, 2024; and

3. The City Manager approved this Amendment No. 1, on this _____ day of ____, 2023.

SECTION B. AMENDED TERMS

Now therefore City and Consultant retroactively agree as follows that the Agreement be, and hereby is, amended as of June 30, 2023 as follows:

1. Section 6. TERM, PROGRESS AND COMPLETION of the Agreement is amended to extend the term for an additional 12 months, through June 30, 2024.

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








 













80 City of Goleta
Amendment No. 1 to Agreement No.2022-047

In concurrence and witness whereof, this Amendment No. 1 has been executed by the parties effective on the date and year first above written.

CITY OF GOLETA
____________________________
Robert Nisbet, City Manager
ATTEST:
_____________________________
Deborah Lopez, City Clerk

CONSULTANT
______________________________
*LQR)LOLSSLQ3(3ULQFLSOH&LYLF
(QJLQHHU

______________________________
.HOO\:KHHOHU9LFH3UHVLGHQW
APPROVED AS TO FORM:

MEGAN GARIBALDI, CITY ATTORNEY

_____________________________
Scott Shapses, Deputy City Attorney







 





81 City of Goleta
Public Works and Filippin Engineering, Inc.

Project Name: Crosswalk at Calle Real / Fairview Center Pedestrian Hybrid Beacon (PHB)

AGREEMENT FOR PROFESSIONAL SERVICES

BETWEEN THE CITY OF GOLETA
AND
Filippin Engineering, Inc.

This AGREEMENT FOR PROFESSIONAL SERVICES (herein referred to as “AGREEMENT”) is made and entered into this ________ day of ______ , 2022, by and between the CITY OF GOLETA , a municipal corporation (herein referred to as "CITY"), and FILIPPIN ENGINEERI NG, INC., a California Corporation (herein referred to as "CONSULTANT").

SECTION A. RECITALS

1. The CITY has a need for professional services for Construction Management and Inspection Services for the Crosswalk at Calle Real / Fairview Center Pedestrian Hybrid Beacon Project; and

2. The CITY does not have the pers onnel able and/or available to perform the services required under this AG REEMENT, and theref ore, the CITY desires to contract for professional services to accomplish this work; and

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

4. The City Manager approved this AGREEMENT pursuant to Goleta Municipal Code section 3.05.070.

SECTION B. TERMS

1. RETENTION AS CONSULTANT
CITY hereby retains CONSULTANT , and CONSULTANT hereby accepts such engagement, to perform the services described in Section 2.

CONSULTANT warrants it has the 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 Construction Management and Inspection Services in conjunction with Crosswalk at Calle Real / Fairview Center 








 













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Pedestrian Hybrid Beacon Project. Services shall generally include project plans and specification review, managing pre-construction conference, project communicati on and coordination, submittals, RFI response, and contract change order management, and close- out services 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. 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 $26,500 (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 ex hibit shall be binding upon CONSULTA NT until June 30, 2023, after which any change in said rates and expenses must be approved in writing by CITY's Project Manager as descri bed 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 co mpensation due CONSULTANT for all work described under this AGREEMENT.
(b) Payment . CONSULTANT shall pr ovide CITY with written verification of the actual compensation ear ned, which written verification shall be in a form satisfactory to CITY's Project Manager, as described in Section 5.

Invoices shall be made no more frequently than on a monthly basis, and describe the work performed (including a list of hour s worked by personnel classification).

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

4. EXTRA SERVICES
CITY shall pay CONSULTANT for those CITY authorized extra services, not reasonably included within the services described in Section 2, as mutually agreed to writing in advance of the incurrence of extra services by CONSULTANT. Unless CITY and CONSULTA NT have agreed in writing before the performance of extra services, no liability and no right to claim compensation for such extra services or expenses shall exist. The applicable hourly rates for extra services shall be at the hourly rates set forth in Exhibit ”B” if one is included as part of this agreement. Any compensati on for extra services shall be part of the total compensation and shall not increase the not to exceed amount identified in Section 3.









 








83 City of Goleta
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5. CITY PROJECT MANAGE R AND SERVICES BY CITY
The services to be performed by CONSULTANT shall be accomplished under the general direction of, and coordinate with, CITY's "Project Manager", as that staff person is designat ed by CITY from time to time, and who presently is Debbie Talarico, Project Manager shall have the authority to act on behalf of the CITY in administering this AGREEMEN T but shall not be authorized to extend the term of the AGREEMENT or increase the not to exceed amount.

6. TERM, PROGRESS AND COMPLETION
The term of this AGREEMENT is from the date first written above to June 30, 2023, unless term of this AGREEMEN T is extended, or the AGREEMENT is terminated as provided for herein.

CONSULTANT shall not commence work on the services to be performed until (i) CONSULTANT furnishes proof of insurance as required by Section 10 below, and (ii) CITY gives written authorization to proceed with the work provided by CITY's Project Manager.

7. OWNERSHIP OF DOCUMENTS
All drawings, designs, data, photographs, reports and other documentation (other than CONSULTA NT's drafts, notes and internal memorandum), including duplication of sa me prepared by CO NSULTANT 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 fr om all damages, claims, expenses, and losses arising out of any reuse of the plans and s pecifications for purposes other than those described in this AGRE EMENT, unless written authorization of CONSULTANT is first obtained.

8. PERSONAL SERVI CES/NO ASSIGNMENT/SUBCONTRACTOR
This AGREEMENT is for professiona l services which are personal to CITY. Kevin Connors, P. E., Principal Engineer, is deemed to be specially experienced and is a key member of CONS ULTANT's firm and shall be directly involved in the performance of this work. This key person shall communicate with, and periodically report to, 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.










 








84 City of Goleta
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9. HOLD HARML ESS AND INDEMNITY
(a) Hold Harmless for CONSULTANT's Damages. CONSULTANT holds CITY, its elected officials, offi cers, 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 contractor s 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 wh ile CONSULTANT is on CITY property, or which are connected, directly or indirectly, with CONSULTANT's performance of any acti vity or work required under this AGREEMENT.
(b) Defense and Indemnity of Third-Party Claims/Liability.

CONSULTANT shall investigate, def end, 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, gener al 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 subc ontractors, 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 su its 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.

10. INSURANCE
CONSULTANT shall, at CONSULTANT's sole cost and expense, provide insurance as described herein. All insu rance is to be placed with insurers authorized to do business in the State of California with an A.M. Best and Company rating of A- or better, Class VII or better, or as otherwise approved by CITY.

Insurance shall include the following (or broader) coverage:

a) Insurance Services Office Comme rcial Liability coverage “occurrence” form CG 00 01 or its exact equivalent with an edition date prior to 








 








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2004 and with minimum limits of $1,000,000 per occurrence and $2,000,000 general aggregate.

b) Insurance Services Office form number CA 00 01 or equivalent covering Automobile Liability, including hired and non-owned automobile liability with a minimum limit of $1,000,000 per accident. If the Service Provider owns no vehi cles, this requirement may be satisfied by a non-owned and hir ed auto endorsement to Service Provider’s commercial general liability policy.

c) Workers’ Compensation insurance complying with California worker’s compensation laws, including statutory limits for workers’ compensation and an Employer’s Liabi lity limit of $1,000,000 per accident or disease.

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

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

a) Except for professional liabili ty insurance, CITY, its employees, officials, agents, and member agencies shall be covered as additional insureds. Coverage shall apply to an y and all liability arising out of the work performed or related to t he contract. Additional insured status under the general liability r equirement shall be provided on Insurance Services Office Form CG 20 10, with an edition date prior to 2004, or its equivalent. Additi onal 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 in surer’s liability. Coverage will not be limited to CITY’s vicarious liability.

c) Professional liability insurance po licies inception date, continuity date, or retroactive date must be befor e 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, liability coverage shall be primary and non-contributing with any insurance maintained by CITY.










 








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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 li mitation of liability of the insurer for failure to provide such notice.

f) No liability insurance cove rage provided to comply with this AGREEMENT shall prohibit CONSULTANT, or CONSULTANT’s
employees, or agents, from waiving t he right of recovery prior to a loss. CONSULTANT waives its right of recovery against CITY.

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

h) There shall be no recourse agains t CITY for payment of premiums or other amounts with respect to the insurance required to be provided by CONSULTANT hereunder. Any failur e, actual or a lleged, on the part of CITY to monitor complianc e with these requirements will not be deemed as a waiver of any right s 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 wit h these requirements or is canceled and not replaced, CITY has the right but not the duty to obtain the insurance it deems neces sary, and any premium paid by CITY will be promptly reimbursed by CONSULTANT or CITY will withhold amounts sufficient to pay premium from CONSULTANT payments.

i) CONSULTANT agrees to provid e immediate notice to CITY of any claim or loss against CONSULTANT arising out of the work performed under this AGREEMENT. CITY assume s no obligation or liability by such notice but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve CITY.

11. RELATIONSHIP OF CONSULTANT TO CITY
The relationship of the CONSULTANT to CITY shall be that of an independent contractor and t hat in no event shall CONSULTANT be considered an officer, agent, servant or employee of CITY. CONSULTANT shall be solely responsible for any workers compensat ion insurance, withholding taxes, unemployment insurance, and any other employer obligations associated with the described work.









 








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12. CORRECTIONS
In addition to the above indemnifica tion obligations, CONSULTANT shall correct, at its expense, all errors in the work that may be disclosed during CITY's review of CONSULTANT's report or pl ans. Should CONSULTA NT fail to make such correction in a reasonably timely manner, such correction shall be made by CITY, and the cost thereof shall be charged to CONSULTANT or withheld from any funds due to CONSULTANT hereunder.

13. TERMINATION BY CITY
CITY, by notifying CONSULTANT in wr iting, may upon 10 calendar days’ notice, terminate without cause any portion or all of the services agreed to be performed under this AGREEMENT. If term ination is for cause, no notice period need be given. In the event of terminat ion, CONSULTANT shall have the right and obligation to immediately assemble work in progress for the purpose of closing out the job. A ll compensation for actual work performed and charges outstanding at the time of terminat ion shall be payable by CITY to CONSULTANT within 30 days following s ubmission of a fi nal statement by CONSULTANT unless termination is for cause. In such event, CONSULTANT shall be compensated only to the extent required by law.

14. ACCEPTANCE OF FINAL PAYMENT CONSTITUTES RELEASE
The acceptance by CONSULTANT of the final payment made under this AGREEMENT shall operate as and be a release of CITY from all claims and liabilities for compensation to CONSUL TANT for anything done, furnished, or relating to CONSULTANT'S work or serv ices. Acceptance of payment shall be any negotiation of CITY's check or th e 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 liabilit y 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 su ch responsibility or liability by CITY for any defect or error in t he 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 avail able to a representative of CITY for examination of all its re cords with respect to all matters covered by this AGREEMENT and will permit CITY to audit, examine and/or reproduce such records. CONSULTANT will retain such financial records, time sheets, work progress reports, invoices, bills and projec t records for at least two years after termination or final payment under this AGREEMENT.









 








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16. WAIVER; REMEDIES CUMULATIVE
Failure by a party to insist upon t he strict performance of any of the provisions of this AGREEMEN T by the other party, irrespective of the length of time for which such failure continues, shall not constitute a waiver of such party's right to demand strict compliance by such ot her party in the future. No waiver by a party of a default or breach of the other party shall be effective or binding upon such party unless made in writing by su ch party, and no such waiver shall be implied from any omissions by a party to take any action with respect to such default or breach. No expr ess written waiver of a sp ecified 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 in vocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right of remedy.

17. CONFLICT OF INTEREST
CONSULTANT is unaware of any CITY employee or official that has a financial interest in CONSULTANT'S business. During the term of this AGREEMENT and/or as a result of being awarded this AGREEMENT, CONSULTANT shall not offer, encourage or accept any financial interest in CONSULTANT'S business by any CITY employee or official.

18. CONSTRUCTION OF LANGUAGE OF AGREEMENT
The provisions of this AGREEMEN T shall be construed as a whole according to its common meaning of purpo se of providing a public benefit and not strictly for or against any party. It shall be co nstrued consistent with the provisions hereof, in order to achieve the objectives and purposes of the parties.

Wherever required by the c ontext, the singular shall in clude the plural and vice versa, and the masculine gender shall incl ude the feminine or neutral genders or vice versa.

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

20. GOVERNING LAW
This AGREEMENT, and the rights and obli gations of the parties, shall be governed and interpreted in accordance with t he laws of the State of California.

Should litigation occur, venue shall be in Superior Court of Santa Barbara County.









 








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21. NONDISCRIMINATION
CONSULTANT shall not di scriminate on the basis of race, color, gender, gender identity/expression, pregnancy, sexual orientation, disability, marital status, or any other characteristic protected under applicable federal or state law.

22. TAXPAYER IDENTIFICATION NUMBER
CONSULTANT shall provi de CITY with a complete Request for Taxpayer Identification Number and Ce rtification, Form W-9 (R ev. October 2018), as issued by the Internal Revenue Service.

23. NON-APPROPRIATION OF FUNDS
Payments due and payable to CONSULTA NT 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 fiscal year, this AGREEMENT shal l cover only those costs incurred up to the conclusion of the current fiscal year.

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

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

26. PERMITS AND LICENSES
CONSULTANT, at its sole expense, shall obtain and maintain during the term of this AGREEMENT, a ll appropriate permits, license s, 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 descri be the scope or intent of any provision or section of the AGREEMENT.









 








90 28. AUTHORIZATION
Each party has expressly authorized the execution of this AGREEMENT on its behalf and bind said party and its re spective administrators, officers, directors, shareholders, divisions, subs idiaries, agents, employees, successors, assigns, principals, partners, joint vent urers, insurance ca rriers 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 contai ns all of the covenants and agreements between the parties with respect to said services.

30. PARTIAL INVALIDITY
If any provision in this AGREEMENT is held by a court of competent jurisdiction to be invalid, void, or unenf orceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.

31. NOTICES
Any notice required to be given her eunder shall be deemed to have been given by depositing said notice in the United States mail, po stage prepaid, and addressed as follows:

TO CITY: Attention: Michelle Greene, City Manager
City of Goleta
130 Cremona Drive, Suite B
Goleta, CA 93117
TO CONSULTANT: Filippin Engineering, Inc.
354 S. Fairview Avenue, D
Goleta, CA 93117

32. COUNTERPARTS AND ELECTRONIC/FACSIMILE SIGNATURES
This Agreement may be executed in several counterparts, which may be  facsimile or electronic copies. Each count erpart 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
Public Works and Filippin Engineering, Inc.










 








91 City of Goleta
Public Works and Filippin Engineering, Inc.

CITY OF GOLETA CONSULTANT
_____________________________ ____________ _________________ Michelle Greene, City Manager Gino Filippin, P.E.

Principle Civil Engineer
ATTEST
_____________________________ _______ ______________________ Deborah Lopez, City Clerk Kelly Wheeler, Vice President APPROVED AS TO FORM:

MEGAN GARIBALDI, CITY ATTORNEY
_____________________________
Winnie Cai, Assistant City Attorney









 








92 City of Goleta
Public Works and Filippin Engineering, Inc.

EXHIBIT “A”

SCOPE OF WORK
Pre-Construction Services:

Consultant shall provide the following tasks to be performed prior to the construction phase:
x Pre-Construction Conference – Coordinate and chair the Pre- construction Conference. Schedule meeting and provide notices to project participants prior to the start of any field activities. Prepare and distribute minutes of the conference.
x Document Control – Establish document control procedures and Construction Management procedures to ensure organized, complete, and effective construction management and documentation at the onset and throughout the project duration.

Construction Phase Services:

During the construction phase of the project, Consultant’s team shall perform construction management and observation, in addition to those requested by City staff during the course of construction, as follows:
x Site Management & Construction Phase Communication -
Establish and implement coordination and communication procedures among City, other permitting agencies, property owners, Consultant, and Contractors.
x Construction Administration Procedures – On all projects administered by Consultant, the Caltrans Local Assistance Procedures Manual shall be utilized as a basis for construction document control, modifying as necessary for any agency or funding-specific requirements.

Consultant shall utilize the Construction Management procedures for reviewing and processing request for clarifications and interpretations of the Contract Documents; shop drawings, samples, and other submittals; contract schedule adjustments; change order proposals; written proposals for substitutions; payment applications; and the maintenance of logs. As City’s representative at the construction site, Consultant shall be the party to whom all such information shall be submitted.
x Review of Requests for Information, Shop Drawings, & Other Submittals - Review the Contractors' requests for information, shop drawings, samples, and other submittals to determine the anticipated effect on compliance with the Project requirements, the Project and Construction Budget, and the Baseline Schedule. Forward to the City as appropriate for review of the request for clarification or interpretation, shop drawing, sample, or other submittals, along with Consultant’s comments. 








 








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Consultant comments shall not relate to design considerations, but rather to matters of constructability, cost, sequencing, scheduling, and time of construction. Return all information received from the City in a timely manner to the Contractor.
x Change Order Management - The Consultant’s approach in managing change orders involves the Construction Manager/Inspector constantly communicating with the Contractor to ensure that project issues are surfaced and addressed in a timely manner. If an issue does arise where the Contractor feels it is out of the contract requirements, the Construction Manager/Inspector shall assess the concern promptly and coordinate with the Contractor and City Project Manager to evaluate the Notice of Potential Claim (NOPC). The Consultant Construction Manager shall assist the City Project Manager through the formal processing of any NOPCs on the project. The Consultant’s approach is to continually work to resolve any project claims prior to completion of the contract in an effort to avoid arbitration or litigation at the end of the project. x Claims Assistance - The Consultant shall strive to resolve all NOPCs in a timely manner and avoid the claims resolution process.

However, in the event that the Consultant and the Contractor cannot agree to resolve a potential claim, the Consultant shall assist the City in resolving that claim. This task will include researching the project records to obtain any pertinent information and analyzing and summarizing the facts in a claim summary report that includes a recommended course of action for the City. If, after review of the claim summary report, the City and the Contractor still cannot come to a settlement, the Consultant shall assist the City in developing a strategy that could involve resolving the claim by way of negotiation, a dispute resolution board, arbitration, or litigation on a time and materials basis.
x Jobsite Progress Meetings – Conduct weekly progress meetings to review progress and quality, notify the attendees of any contractor deficiencies, determine availability of labor, material, and equipment for upcoming work, coordinate utility outages and site disruptions, and address coordination matters. Additional special meetings may be required to address special issues and conditions and to address special coordination conditions. Consultant shall chair these meetings, conduct each meeting according to published agenda, and have minutes prepared and promptly distributed. Minutes will detail action items, the discussions that ensued, and announce the time and date of the next meeting. x Contractor's Construction Schedule - Consultant shall review the Contractor's Construction Schedule and shall verify that the schedule is prepared in accordance with the requirements of the Contract Documents and that it establishes completion dates that comply with the requirements 








 








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of the approved Baseline Schedule. In addition, Consultant shall track conformance with the project schedule, requiring submission of a make-up schedule if necessary, to keep the project on track for completion within the time deadlines.

x Progress Payments - Consultant shall review the payment applications submitted by each Contractor and determine whether the amount requested reflects the progress of the Contractor's work.

Consultant shall make appropriate adjustments to each payment application and shall prepare and forward to City a Progress Payment Report. The Report shall state the total contract price, payments to date, current payment requested, retainage and actual amounts owed for the current period.

x Photographs - Provide photographic documentation of project site prior to, during, and after construction.

x Reports - Prepare weekly statements of working days and daily observation reports, and other reports related to field services requested by City staff.

x Field Observation - Provide full-time detailed field observation services to verify compliance and conformance with the contract documents. Daily construction reports shall be completed.

x Traffic Control and Public Safety – Coordinate with City of Goleta for review of traffic control and public safety plans. Monitor throughout construction for compliance with the approved plans and safety laws and regulations. Review all detour, lane closures, temporary access, signing, delineation and traffic control as necessary. Report deficiencies to Contractor.

x Public Relations – Perform public relations and outreach as necessary to the surrounding community. The Consultant is sensitive to the need to be good neighbors, being proactive, responsive, and informative.

x Coordination – Perform coordination between the City, permitting agencies, property owners, materials testing laboratory, surveyor (assumed to be City staff currently), and other stakeholders or agencies as necessary throughout the project. On this project, coordination will be most especially important during the Engineer’s direction to the Contractor on gradation and placement of proposed materials. Consultant’s field personnel shall watch this coordination closely and involve City staff as necessary to try and catch any potential issues between the Engineer’s 








 








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direction and the Contractor’s anticipated operations as quickly and efficiently as possible.

x Labor Compliance – The Office Engineer shall perform labor compliance checks as recommended by the Caltrans Construction Manual and the Caltrans Local Assistance Procedures Manual, including labor compliance interviews for the prime contractor and subcontractors, review of certified payrolls, and notifications of any observed labor non- compliances so that sanctions can be imposed per City (and/or Caltrans, per standard specifications as applicable) policy.

Close-out Services:

The Consultant shall address the need for the following services during the construction close-out phase:
x Reports - Prepare reports that may be required during the final acceptance and project closeout.

x Final Inspection and Punch list - Provide final inspection and prepare list of project construction deficiencies for resolution by Contractor.

x Construction Approval/Acceptance - Make recommendations to City regarding final project approval and acceptance.

x Final Payment - Make recommendations regarding Contractor's final progress payment request. Prepare final progress payment report for submission to the City.

x Project Closeout - Prepare documentation needed for project closeout. Deliver all project documentation to City.










 








96 City of Goleta
Public Works and Filippin Engineering, Inc.

EXHIBIT “B”

RATE SCHEDULE

EFFECTIVE JULY 1, 2022 to JUNE 30, 2023
Engineering

Construction Management

Engineering Technician $ 110.00 Assistant Construction Manager $ 165.00 Senior Engineering Technician $ 120.00 Associate Construction Manager $ 170.00 Senior Construction Manager $ 195.00
Junior Engineer $ 155.00 Principal Construction Manager $ 205.00 Assistant Engineer $ 170.00 Senior Construction Inspector (PW) $ 155.00 Associate Engineer $ 180.00 Chief Inspector/Owner’s Rep (PW) $ 160.00 Senior Engineer $ 190.00 (PW) Prevailing Wage
Principal Engineer $ 210.00
General
Technical/Clerical Support $ 110.00
Office Engineer $ 120.00
Senior Program Manager $ 190.00










 








97 ATTACHMENT 7

Professional Services Agreement No. 2018 -079 and Amendment Nos. 1 -4 with MNS Engineers, Inc.

98 City of Goleta
Amendment No. 4 to Agreement No. 2018-079

AMENDMENT NO. 4

TO A PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF GOLETA
AND
MNS ENGINEERS, INC.

This Amendment No. 4 to the Professional Services Agreement by and between the City of Goleta , a municipal corporation ( “City”) and MNS ENGINEERS, INC. (“Consultant”) dated August 21, 2018, (“Agreement,” Agreement No. 2018-079) is made on this ___ day of ________, 2023.

SECTION A. RECITALS

1. This Agreement is for the Publ ic Works Engineering Division support services; and

2. This Agreement has been amended to add additional compensation, extend the termination date, and expand the services in the scope of work to include permit review and approval (Amendment No. 1, 2, and 3); and

3. The Agreement currently provides in Section 6 for the termination of the Agreement on June 30, 2023; and

4. The parties desire to amend the Agreement to extend the termination of the Agreement to June 30, 2024; and

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

6. The parties desire to amend Exhibit A of the Agreement to identify the amended Scope of Work, attached as “Exhibit A-1”; and

7. T he Agreement currently provides in Exhibit B entitled “Schedule of Fees” the hourly rates; and

8. The parties desire to amend Exhibit B of the Agreement to identify the new hourly rates, attached as “Exhibit B-1”; and

9. The City Manager approved this Am endment No. 4, on this _____ day of ________, 2023.


























99 City of Goleta
Amendment No. 4 to Agreement No. 2018-079

SECTION B. AMENDED TERMS

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

1. Section 6. TERM, PROGRESS AND COMPLETION of the Agreement is amended to extend the term for an additional one year to read in its entirety.

The term of this Agreement is from the date first written above to June 30, 2024, unless the term of this Agreement is exte nded 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 authorizati on 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.

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. This Agreement is amended to delete and replace in its entirety:

Exhibit B “Schedule of Fees ” with Exhibit B-1 “Schedule of Fees ” attached hereto and incorporated herein.

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
















100
City of Goleta
Amendment No. 4 to Agreement No. 2018-079

In concurrence and witness whereof, this Amendment No. 4 has been executed by the parties effective on the date and year first above written.

CITY OF GOLETA CONSULTANT

____________________________ ______________________________ Robert Nisbet, City Manager Greg Chelini, President

A T T E S T :

_____________________________ ______________________________ Deborah Lopez, City Clerk Jeff Edwards, Vice President

APPROVED AS TO FORM:

MEGAN GARIBALDI, CITY ATTORNEY

_____________________________
Scott Shapses, Deputy City Attorney
















101
City of Goleta
Amendment No. 4 to Agreement No. 2018-079

Deliverables:
x Provide plan check comments electronically on land development and encroachment permit projects and file in the Public Works Department electronic filing system.
x Provide application completeness memos for land development projects within the deadline specified and file in the Public Works Department electronic filing system.
x Provide Public Works conditions of approval (COA) for land development projects within the deadline specified and file in the Public Works Department electronic filing system.
x Attend Planning and Environmental Review Department coordination meetings and draft and file meeting minutes.
x Attend meetings with staff and consultants.
x Develop and/or review design plans and specifications for capital maintenance projects.
x Provide memos, studies, and reports as needed as it relates to Engineering Division related items.
x Provide Public Works Department inspection services and provide inspector daily logs of work activities.
















102
City of Goleta
Amendment No. 4 to Agreement No. 2018-079

EXHIBIT B-1

SCHEDULE OF FEES

2023 STANDARD SCHEDULE OF FEES

PROJECT/PROGRAM MANAGEMENT
Principal-In-Charge ............................... $325 Senior Project/Program Manager ...... 310
Project/Program Manager .................... 260
Assistant Project/Program Manager 245
Senior Project Coordinator ................... 185
Project Coordinator ................................. 155

ENGINEERING
Principal Engineer .................................. $290 Lead Engineer ............................................ 255 Supervising Engineer .............................. 245 Senior Project Engineer ......................... 225
Project Engineer........................................ 200 Associate Engineer .................................. 180 Assistant Engineer.................................... 165

SURVEYING
Principal Surveyor .................................. $265 Lead Surveyor ............................................ 255 Supervising Surveyor .............................. 220 Senior Project Surveyor ......................... 200
Project Surveyor........................................ 175 Associate Project Surveyor ................... 165
Assistant Project Surveyor .................... 150
Party Chief (PW) ........................................ 180 Chainperson (PW) .................................... 150 One-Person Survey Crew (PW) ........... 215

CONSTRUCTION MANAGEMENT
Principal Construction Manager ...... $315
Senior Construction Manager ............. 275
Senior Resident Engineer ...................... 250
Resident Engineer .................................... 240 Structure Representative ....................... 235
Construction Manager ........................... 220
Assistant Resident Engineer................. 200
Sr. Construction Inspector (PW) ........ 175
Construction Inspector (PW) .............. 168
Office Administrator ................................ 130

TECHNICAL SUPPORT
CADD Manager ....................................... $200 Supervising Technician .......................... 170
Senior Technician ..................................... 160 Engineering Technician .......................... 125
















103
City of Goleta
Amendment No. 3 to Agreement No. 2018-079

AMENDMENT NO. 3

TO A PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF GOLETA
AND
MNS ENGINEERS, INC.

This Amendment No. 3 to the MNS ENGINEERS, INC. Agreement by and between the City of Goleta, a municipal corporation (“City”) and MNS ENGINEERS, INC. a California Corporation, (“Consultant”) dated August 21, 2018 (“Agreement,” Agreement No. 3) is made on thisVWday of June, 2022.

SECTION A. RECITALS
 This Agreement is for the professional services for Public Works Engineering Division support services; and
 This Agreement has been amended on December 17, 2019, so as to add  additional compensation in the amount of two hundred fifty thousand five  hundred and sixty dollar ($250,560) for two fiscal years, thus extending the  termination date to June 30, 2021, for a total not-to-exceed amount of $801,120 and expanding the services to scope of work to include permit review and  approval, Pavement Management Program, Inspection Services and  Development Review. (“Amendment No. 1”) and on June 15, 2021, add  additional compensation in the amount of $270,000 for a total not-to-exceed  amount of $1,071,120 and extend the termination of the Agreement to June 30, 2022 (“Amendment No. 2”); and
 The Agreement currently provides in Section 3 Subsection (a) for the total compensation amount not to exceed one million seventy-one thousand one  hundred and twenty dollars ($1,071,120); and
 The parties desire to amend the Agreement so as to provide for additional compensation in the amount of $270,000 for continued tasks; and  The Agreement currently provides in Section 6 for the termination of the Agreement on June 30, 2022; and
 The parties desire to amend the Agreement so as to extend the termination of the Agreement to June 30, 2023; and
 The City Council approved this Amendment No. 3, on this VW day of June, 2022.









 







 












104
City of Goleta
Amendment No. 3 to Agreement No. 2018-079

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 $270,000 and to read in its entirety:

Maximum and Rate . The total compensation payable to
CONSULTANT by CITY for the services under this AGREEMENT SHALL NOT EXCEED the sum of $ 1,341,120 (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 June 30, 2023, after which any change in said rates and expenses must be approved in writing by CITY's Project Manager as described in Section 5 (CITY is to be given 60 days notice of any rate increase request), provided the not to exceed amount is the total compensation due CONSULTANT for all work described under this AGREEMENT

2. Section 6. TERM, PROGRESS AND COMPLETION of the Agreement is amended to extend the term for an additional one year to read in its entirety.

The term of this Agreement is from the date first written above to June 30, 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.

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










 







 







105
City of Goleta
Amendment No. 3 to Agreement No. 2018-079

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

____________________________ ______________________________ Michelle Greene, City Manager James A Salvito, President

A T T E S T :

_____________________________ ______________________________ Deborah Lopez, City Clerk Jeff Edwards, Vice President

APPROVED AS TO FORM:

MEGAN GARIBALDI, CITY ATTORNEY

_____________________________
Winnie Cai, Assistant City Attorney










 








 







106
City of Goleta
Amendment No. 4 to Agreement No. 2018-079

EXHIBIT A-1

SCOPE OF WORK

CONSULTANT shall provide the City with professi onal engineering and surveying services to assist the Public Works Department with land development review, review of encroachment permits applications and plans, review, field inspection, development, review of capital maintenance projects and other duties and responsibilities typically assigned to the Engineering Division of the Public Works Department. CONS ULTANT shall work to protect the interests of the City and to provide the highest quality services possible for the City.

CONSULTANT is a qualified profe ssional capable of providing the services listed below to the City. Scope elements include:

x Management of city staff which includes training, meetings, coaching, assisting with evaluations and documentation.
x Oversight and manage all consultant staff performing work for the Engineering department.
x Oversight and management of the paving and concrete program x 5-year pavement and concrete program plan
x 30-year pavement and concrete program plan
x Encroachment oversight and coordination.
x Review land development projects (land use permit projects). Provide application completeness comments, conditions of approval and attend Public Works Department staff meetings for coordination.
x Review of Subdivision Maps and assisting with recording of Final Maps x Coordinate with the Planning and Environmental Review Department on land development projects.
x Review engineering permit applications for the Public Works Department. Verify completeness and adherence to Public Works requirements. x Provide plan check services for development and encroachment permit projects. x Storm drain, sewer and water system design, as needed. x Provide design services as needed for capital maintenance programs and projects.
x Provide inspection and field observation services as needed for development and encroachment permit projects.
x Provide engineering support services for Flood Plain Manager related items. x Provide surveying services as needed and in support of City projects or inquiries.
x Assist City Code Enforcement Officials with the investigation and resolution of violations of the Public Works Sections of the Municipal Code relating. x Assist the City with establishing and/or modifying Public Works Department policies and procedures.
x Prepare City Council staff reports.
x Coordinate with the City Manager’s Office and/or City Attorney Departments as it relates to Public Works Department items, including development and encroachment permit projects.
x Respond to Public Works Department citizen inquires.
















107
City of Goleta
Amendment No. 4 to Agreement No. 2018-079

ADMINISTRATIVE SUPPORT
Senior Management Analyst ............. $185
Management Analyst.............................. 155
IT Technician ............................................... 140 Graphics/Visualization Specialist ....... 150
Administrative Assistant ........................ 100

GOVERNMENT SERVICES
City Engineer ........................................... $250 Deputy City Engineer .............................. 225 Assistant City Engineer ........................... 215 Plan Check Engineer................................ 190 Permit Engineer ......................................... 185 City Inspector ............................................. 185 Senior City Inspector (PW) .................. 195
City Inspector (PW) .................................. 185 Principal Stormwater Specialist .......... 180
Senior Stormwater Specialist ............... 170
Stormwater Specialist ............................. 160 Stormwater Technician .......................... 140
Building Official ......................................... 220 Senior Building Inspector ...................... 235
Building Inspector .................................... 165 Planning Director ...................................... 225 Senior City Planner .................................. 205 Assistant Planner ...................................... 195 Senior Grant Writer .................................. 180 Grant Writer ................................................ 170 Associate Grant Writer ........................... 150
Assistant Grant Writer ............................ 130
















108
City of Goleta
Amendment No. 2 to Agreement No. 2018-079 MNS Engineers, Inc.

AMENDMENT NO. 2

TO A PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF GOLETA
AND
MNS ENGINEERS, INC.

This Amendment No. 2 to the Professional Services Agreement by and between the City of Goleta , a municipal corporation (“Cit y”) and MNS Engineers, Inc., (“Consultant”) dated August 21, 2018 (“Agreement,” Agreement No. 2018-079) is made on this 15th day of June, 2021.

RECITALS
WHEREAS, this Agreement is for the professional services for Public Works Engineering Division support services; and
WHEREAS, on August 21, 2018, the parties entered into an agreement for a total not-to-exceed amount of $300,000 and a termination date of June 30, 2020; and

WHEREAS, on December 17, 2019, the Ag reement was amended to add additional compensations in t he amount of two hundred fifty thousand five hundred and sixty dollar ($250,560) for two fi scal years, thus extending the termination date to June 30, 2021 and expanding the services to scope of work to include permit review and approval, Pavement Management Program, Inspection Services and Development Review. (“Amendment No.1”); and
WHEREAS, the Agreement currently provides in Section 3 Subsection (a) for the total compensation amount not to e xceed eight hundred one thousand one hundred twenty dollar ($801,120); and
WHEREAS, the parties desire to amend the Agreement so as to provide for additional compensation in the amount of $270,000 for continued tasks; and WHEREAS, the Agreement currently provides in Section 6 for the termination of the Agreement on June 30, 2021; and

WHEREAS, the parties desire to amend the Agreement so as to extend the termination of the Agreement to June 30, 2022; and

WHEREAS, the Agreement currently provides in Exhibit A-1 entitled “Scope of Work” the complete and particular description of services; and WHEREAS, the parties desire to amend Exhibit A-1 by adding additional services as more completely and particularly set fort h in the Scope of Work, attached as Exhibit "A-2"; and











 













 


 





109
City of Goleta
Amendment No. 2 to Agreement No. 2018-079 MNS Engineers, Inc.

WHEREAS, the City Council approved this Amendment No.2, on this 15th day of June, 2021.

AMENDED TERMS

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

1. Subsection (a) of Section 3. COMPENSATION AND PAYMENT of the Agreement is amended to add an additional authorized amount of $270,560 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 $1,071,120 (herein "not-to-exceed amount") and shall be earned as the work progresses on the following basis:

Hourly at the hourly rates and with reimbursement to CONSULTANT for those expenses set forth in CO NSULTANT's Schedule of Fees marked Exhibit "B," attached and incorporated herein. The rates and expenses set forth in that exhibit shall be binding upon CONSULTANT until June 30, 2022, a fter which any change in said rates and expenses must be approved in writing by CITY's Project Manager as described in Section 5 (CITY is to be given 60 days notice of any rate increase reques t), provided the not to exceed amount is the total compensati on due CONSULTANT for all work described under this AGREEMENT

2. Section 6. TERM, PROGRESS AND COMPLETION of the Agreement is amended to extend the term for an additional one year to read in its entirety.

The term of this Agreement is from the date first written above to June 30, 2022, unless the term of this Agreement is ex tended 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 author ization 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.

3. 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.











 













 


 
110
City of Goleta
Amendment No. 2 to Agreement No. 2018-079 MNS Engineers, Inc.

4. 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. 2 has been executed by the parties effective on the date and year first above written.

CITY OF GOLETA CONSULTANT

____________________________ ______________________________ Michelle Greene, City Manager James A Salvito, President

A T T E S T :

_____________________________ ______________________________ Deborah Lopez, City Clerk Jeff Edwards, Vice President

APPROVED AS TO FORM:

MICHAEL JENKINS, CITY ATTORNEY

_____________________________
Winnie Cai, Assistant City Attorney












 













 


 
111
City of Goleta
Amendment No. 2 to Agreement No. 2018-079 MNS Engineers, Inc.

EXHIBIT A-2

SCOPE OF WORK

CONSULTANT shall provide the City with profes sional engineering and surveying services to assist the Public Works Department with land development review, review of encroachment permits applications and plans, review of traffic engineering related items, field inspection, and development and review of capital maintenance proj ects. CONSULTANT shall work to protect the interests of the City and to provide the highest quality services possible for the City.

CONSULTANT is a qualified professional capable of providing the services listed below to the City. Scope elements include:

x Review land development projects (land use permit projects). Provide application completeness comments, conditions of approval and attend Public Works Department staff meetings for coordination.
x Coordinate with the Planning and Environmental Review Department on land development projects.
x Review engineering permit applications for the Public Works Department. Verify completeness and adherence to Public Works requirements. x Provide plan check services for develop ment and encroachment permit projects. x Storm drain, sewer and water system design, as needed. x Provide design services as needed for capital maintenance programs and projects. x Provide inspection and field observation services as needed for development and encroachment permit projects.
x Provide engineering support services for Flood Plain Manager related items. x Assist the City with establishing and/or modifying Public Works Department policies and procedures.
x Coordinate with the City Manager’s Office and /or City Attorney Departments as it relates to Public Works Department items, including traffic engineering, development and encroachment permit projects.
x Respond to Public Works Department citizen inquires.

Deliverables:
x Provide plan check comments electronical ly on land development and encroachment permit projects and file in the Public Works Department electronic filing system. 










 













 


 
112
City of Goleta
Amendment No. 1 to Agreement No. 2018-079

AMENDMENT NO. 1

TO A PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF GOLETA
AND
MNS ENGINEERS, INC.

This Amendment No. 1 to a PROFESSIONAL SERVICES AGREEMENT SERVICES by and between the City of Goleta, a municipal corporation (“City”) and MNS Engineers, Inc., a California Corporation dated August 21, 2018, (“Agreement,” Agreement No. 2018-079) is made this 17th day of December, 2019.

RECITALS
WHEREAS, the CITY has a need for professional services for the Public Works Engineering Division Land Development Review Services Project; and WHEREAS, on August 21, 2018, the parties entered into an agreement for a total not-to-exceed amount of $300,000 and a termination date of June 30, 2020,; and WHEREAS, the Agreement between City and Consultant currently provides in Section 3 Subsection (a) for the total compensation amount not to exceed three hundred thousand dollars ($300,000) and a termination date of June 30, 2020; and WHEREAS, the parties desire to amend the Agreement so as to provide for additional compensation in the amount of two hundred fifty thousand five hundred and sixty dollar ($250,560) for Fiscal Year 2019/20 and by an additional two hundred fifty thousand five hundred and sixty dollar ($250,560) for Fiscal Year 2020/21, a total increase amount of $501,120, for a total contract not-to-exceed amount of $801,120 for continued tasks in conjunction with the Land Development Review Services; and WHEREAS, the Agreement between City and Consultant currently provides in Section 6 for the termination of the Agreement on June 30, 2020; and

WHEREAS, the parties desire to amend the Agreement so as to extend the termination of the Agreement to June 30, 2021; and

WHEREAS, the Agreement between City and Consultant currently provides in Exhibit A entitled “Scope of Work” the complete and particular description of services as set forth for Consultant; and
WHEREAS, the parties desire to amend Exhibit A of the Agreement by adding additional services for permit review and approval, Pavement Management Program, Inspection Services, and Development Review, as more completely and particularly set forth in the Scope of Work, attached as Exhibit "A-1"; and










 




113
City of Goleta
Amendment No. 1 to Agreement No. 2018-079

WHEREAS, the City Council approved this Amendment No. 1, on this 17th day of December, 2019.

AMENDED TERMS

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

1. Section 3. COMPENSATION AND PAYMENT of the Agreement is amended to add an additional authorized amount of $250,560 for Fiscal Year 2019/20 and by an additional $250,560 for Fiscal Year 2020/21, a total increase amount of $501,120 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 $801,120 (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 June 30, 2021, 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 classification). All payments shall be made within 30 days after CITY’s approval of the invoice.

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

The term of this Agreement is from the date first written above to December 31, 2020, 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.









 

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