Agenda Item A.8
CONSENT CALENDAR
Meeting Date: August 15, 2023
TO: Mayor and Councilmembers
FROM: Charles W. Ebeling, Public Works Director
CONTACT: George Thomson, Parks and Open Space Manager
SUBJECT: Award of Professional Service Agreements for Ellwood Mesa Neighborhoods Hazard Fuel Reduction Project (CAL FIRE Grant) RECOMMENDATION:
A. Authorize the City Manager to execute a Professional Services Agreement with Rincon Consu ltants, Inc. for CALFIRE grant management and Hazard Fuel Risk Reduction Project implementation for a total not-to-exceed amount of $482,466 and a term expiring June 30, 2026;
B. Authorize the City Manager to execute a Professional Services Agreement with Althouse and Meade, Inc. for biological monitoring and monarch habitat specialist support for a total not -to-exceed amount of $ 148,074 and a term expiring June 30, 2026; and
C. Authorize the City Manager to execute a Professional Services Agreement with Legacy Philanthropy Works for public outreach and stakeholder engagement at Ellwood Mesa for a total not-to-exceed amount of $246,485 and a term expiring June 30, 2026.
BACKGROUND:
On October 4, 2022, City Council accepted a $1,708,872 grant from the Cal ifornia Department of Forestry and Fire Protection (CAL FIRE) California Climate Investments Wildfire Prevention Grants Program for the Ellwood Mesa Neighborhoods Hazard Fuel Reduction Project (Project). The grant -funded work will remove dead and hazardous eucalyptus and woody vegetation on approximately 90-acres of eucalyptus forests and forest perimeter at Ellwood , reducing wildfire risk to over 3,400 residences and wildlife habitat, including the western monarch butterfly. The Project will also conduct a community firesafe education campaign in the Ellwood Mesa neighborhoods.
The Project is part of the larger efforts the City is advancing to implement the Ellwood Mesa Monarch Butterfly Management Plan. Improving fire safety, and specifically reducing the large amounts of highly flammable dead eucalyptus trees onsite is a key component of the Project. In conjunction with proposed fire risk reduction , a suite of 1 Meeting Date: August 15, 2023
habitat improvements and public amenities are proposed under the Management Plan.
Proposed im provements are being permitted under a Coastal Development Permit separate from the hazard fuel reduction. Pending final approval by the Coastal Commission of the permit for haz ard fuel reduction, work on the ground could start as soon as fall of 2023.
DISCUSSION:
City Council approval of three professional service agreements to support grant management, complete environmental review and permitting, and community education and engagement is recommended . Each of the three consultants provides unique expertise necessary to successfully implement the Project.
Rincon Consultants, Inc. will provide overall grant management, environmental review, additional grant funding applications, compliance program management, and on -the- ground support during Project implementation.
Althouse and Meade, Inc. will provide monarch butterfly biologists to help guide the tree removal work and ensure overwintering monarch butterfly aggregation sites are protected.
Legacy Philanthropy Works will assist with various tasks in public communications and stakeholder engagement, including production of onsite signage, infographics, media relations, dashboard data development for City’s Ellwood Mesa webpage, stewardship program development, facilitation of up to six public forums and/or site tours, coordination with the FireSafe Communities program and the FireSafe Council.
GOLETA STRATEGIC PLAN:
The Project meets the following City-Wide Strategies and Strategic Goals.
City-Wide Strategy: 1. Support Environmental Vitality
Strategic Goal: 1.3. Adopt best practices in sustainability City-Wide Strategy: 3. Ensure Financial Stability
Strategic Goal : 3.2 Enhance revenue by seeking grants and implementing financing strategies that strengthen the City's budget
City-Wide Strategy: 7. Maintain A Safe Community
Strategic Goal: 7.2. Participate in regional public safety collaboration FISCAL IMPACTS:
The CAL FIRE grant award amount is $1,708,872 and will cover the cost of technical consultant support for grant reporting and permit compliance monitoring and reporting as detailed in the recommended professional services agreements (see attachments 1 -3).
In addition to funding professional services, $1,016,332 of the CAL FIRE grant will be 2 Meeting Date: August 15, 2023
used to fund County Fire and the California Conservation Corp work crews that will reduce the amount of highly flammable dead vegetation through chipping operations.
A previously awarded $3.9 million grant from the California Coastal Conservancy to implement the Ellwood Mesa Monarch Butterfly Management Plan is proposed to partially fund Legacy Philanthropy Works efforts in public communications and stakeholder engagement. From 2019 to the end of March 2023, $1.27 million of the $3.9 million Coastal Conservancy grant for Ellwood Mesa has been expended on project design, outreach, emergency tree work, vegetative fuels reduction, permitting, and technical studies required for better understanding the monarch butterfly habitat. The remaining $2.72 million is proposed to be spent on habitat enhancements, access improvements, outreach, and monitoring and reporting through February 2025. No new appropriations or general fund budget is proposed to fund the current agreements.
Ellwood Mesa Neighborhoods Hazard Fuel Reduction, FY 23/24 Fund Type Account FY 23/24
Budget (including
projected carryover)
YTD Activity/
Encumbrances
Available
Balance
CAL FIRE
Grant
310-50-
5400-51200
$1,708,872 $0 $1,708,872
CA Coastal
Conservancy
Grant
322-90-
9112-57070
$850,836 $395,783 $455,053
Total $2,559,708 $395,783 $2,163,925
ALTERNATIVES:
The Project is fully grant-funded and will not impact the City’s general fund. Although not recommended, the City could elect not to use the $1.7 million in grant funds from CAL FIRE to reduce the fire risk associated with dead vegetation and eucalyptus trees at Ellwood. The City would need to seek other funding to implement a fire-reduction vegetation management program and other activities described in the Monarch Butterfly Habitat Management Plan. This would likely result in increased demands on the City’s general fund money and/or delays or limitations in implementing the MBHMP.
Reviewed By: Legal Review By: Approved By:
___________________ ___________________ _________________ Kristine Schmidt Megan Garibaldi Robert Nisbet
Assistant City Manager City Attorney City Manager
3 Meeting Date: August 15, 2023
ATTACHMENTS:
1. Professional Services Agreement with Rincon Consultants, Inc. for the Ellwood Mesa Neighborhoods Hazard Fuel Reduction Project
2. Professional Services Agreement with Althouse and Meade, Inc. for the Ellwood Mesa Neighborhoods Hazard Fuel Reduction Project
3. Professional Services Agreement with Legacy Philanthropy Works for Ellwood Mesa Projects
4 ATTACHMENT 1
Professional Services Agreement with Rincon Consultants, Inc. for the Ellwood Mesa Neighborhoods Hazard Fuel Reduction Project
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Project Name: Hazardous Fuel Reduction at Ellwood Mesa / Sperling Preserve Open Space
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF GOLETA
AND
RINCON CONSULTANTS, INC.
This AGREEMENT FOR PROFESSIONAL SERVICES (herein referred to as “AGREEMENT”) is made and entered into this 15 th day of August, 2023, by and between the CITY OF GOLETA , a municipal corporation (herein referred to as "CITY"), and RINCON CONSULTANTS, INC., a California Corporation (herein referred to as "CONSULTANT").
SECTION A. RECITALS
1. The CITY has a need for professional arborist services to reduce hazardous fuels at and surrounding the Ellwood Mesa/Sperling Preserve Open Space; 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 15
th day of August, 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:
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Professional Arborist Services in conjunction with Hazardous Fuel Reduction at Ellwood Mesa and Sperling Preserve Open Space Services shall generally include tasks described and budgeted in the CAL FIRE grant application 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 $482,466 (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, 2026, 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 ea rned, which written verification shall be in a form satisfactory to CITY's Project Manager, as described in Section 5.
Invoices shall be made no more frequently than on a monthly basis, and describe the work performed (including a list of hour s worked by personnel classification).
All payments shall be made within 30 days after CITY’s approval of the invoice.
4. EXTRA SERVICES
CITY shall pay CONSULTANT for those CITY authorized extra services, not reasonably included within the services described in Section 2, as mutually agreed to writing in advance of the incurrence of extra services by CONSULTANT. Unless CITY and CONSULTANT have agreed in writing before the performance of extra services, no liability and no right to claim compensation for such extra services or expenses shal l 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 compensat ion 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 George Thomson, Parks and Open Space 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,
2026, unless term of this AGREEMENT is extended, or the AGREEMENT is terminated as provided for herein.
CONSULT
ANT 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 re quested 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.
Greg Ainsworth 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 su ch 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, dire ctly 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 professi onal 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 VI I 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 limi t 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 lim its 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 agenc ies shall be covered as additional insureds. Coverage shall apply to any and all liability arising out of the work performed or related to the cont ract. Additional insured status under the general liability 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 insur er’s liability. Coverage will not be limited to CITY’s vicarious liability.
c) Professional liability insurance policies inception date, continuity date, or retroactive date must be before the effective date of this agreement.
CONSULTANT agrees to maintain continuous coverage through a period no less than three years after completion of the services required by this agreement.
d) Except for professional liability insurance, liability coverage shall be primary and non-contributing with any insurance maintained by CITY.
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e) Evidence of coverage (including the wor kers’ 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 aga inst 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 wi th 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 ri ght 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 emp loyer 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 te rmination 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 servic es. 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 perf ormed; 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 pr epared 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 re spect to all matters covered by this AGREEMENT and will permit CITY to audit, examine and/or reproduce such records. CONSULTANT will retain such financial records, time sheets, work progress reports, invoices, bills and project records for at least two years after termination or final payment under this AGREEMENT.
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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 othe r 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 co ver 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 bus iness. 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 s ingular shall include the plural and vice versa, and the masculine gender shall inc lude 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, se xual 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 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 t o “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 respecti ve administrators, officers, directors, shareholders, divisions, s ubsidiaries, 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 unenfo rceable, 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: Rober t Nisbet, City Manager
City of Goleta
130 Cremona Drive, Suite B
Goleta, CA 93117
TO CONSULTANT: Rincon Consultants, Inc.
180 North Ashwood Ave.
Ventura, CA 93003
32. COUNTERPARTS AND ELECTRONIC/FACSIMILE SIGNATURES
This Agreement may be executed in several counterparts, which may be facsimile or electronic copies. Each counterpart is fully effective as an original, and together constitutes one and the same instrument.
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In concurrence and witness whereof , this AGREEMENT has been executed by the parties effective on the date and year first above written.
CITY OF GOLETA CONSULTANT
_____________________________ _____________________________ Robert Nisbet, City Manager Steven Hongola, Vice President
A T T E S T
_____________________________ _____________________________ Deborah Lopez, City Clerk Lacrissa Davis, Chief Financial Officer
APPROVED AS TO FORM:
MEGAN GARIBALDI, CITY ATTORNEY
_____________________________
Scott Shapses, Deputy City Attorney
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EXHIBIT A
SCOPE OF WORK
Task 1: Technical Writing
Task 1.1 Preparation of Permits/Applications/Reports for Agency Approval The City currently holds regulatory approval from the California Coastal Commission to conduct hazardous fuel reduction in a majority of the project area with the exception of two sections: Coronado Butterfly Preserve (owned by the Santa Barbara County Land Trust) and six acres of vegetation owned by the City in between the northern residential development areas. This technical writing task includes preparing application packages and ascertaining approval from regulatory agencies to conduct fuel reduction activities within the remainder of the project area including a coastal development permit from the Coastal Commission, a Development Plan from City Council, and certifications and permits from agencies with jurisdiction over regulated waters if needed. This task includes the preparation of a document that assesses potential impacts consistent with the California Environmental Quality Act (CEQA) where needed. Includes the consultant in the preparation of applications for additional grant funding that is consistent with the goals and objectives of this project which in summary are:
1) Reduce the amount of combustible material.
2) Reduce likely flame height.
3) Improve the likelihood of wildfire suppression.
4) Provide firefighters with the necessary safe separation distance to effectively defend residential structures.
5) Improve understanding in the Ellwood Mesa community about the importance of personal responsibility for fireproofing private structures, fire suppression activities, and the balance between fire suppression and special status species habitat enhancement.
We estimate that this task will require approximately 350 hours of staff time and will not exceed:
$59,840.
Task 1.2 CEQA
Initial Study - Mitigated Negative Declaration
The Consultant will complete a draft Initial Study following the CEQA Guidelines Appendix G Environmental Checklist for the project, documenting the existing conditions, project impacts (if any) and mitigation measures (if required), and the resulting level of significance for each of the topical areas required under CEQA.
Wherever practical/warranted, impacts will be quantified; in all cases, determinations will be supported by facts and analysis. The scope of work for the Initial Study - Mitigated Negative Declaration (IS-MND) will include a review of technical studies provided by the City, if applicable. The Consultant will submit the draft IS-MND in electronic format. (Draft work products will be provided in Microsoft Word and Portable Document File (PDF) formats. If requested, drafts
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will be provided on a Secure File sharing site acceptable to the City. If so, The Consultant will be responsible for maintaining the site, including cost and security.) It is assumed that one Administrative Draft IS-MND, one screen check Draft IS-MND, and one Print check IS-MND will be required. We have not included costs for printing copies of the document(s); however, printing can be added at an additional cost upon request. For the proposed project, it is anticipated that all impacts can be mitigated below thresholds of significance. If our analysis determines that one or more impacts may remain significant, we will immediately inform City staff to determine the appropriate course of action, which could include revising the scope and budget for the preparation of a focused EIR.
We assume the City will cover Assembly Bill (AB) 52 consultation with local tribes.
If the City would like assistance with AB 52 compliance and consultation, the Consultant can provide this support for an additional cost upon request.
Notice of Availability
The Consultant will prepare the Notice of Intent to Adopt an IS-MND and transmit the required forms and copies of the IS-MND to the State Clearinghouse and Santa Barbara County (County) Clerk. It is assumed that the City will be responsible for mailing copies and notices to responsible agencies, if any, as well as other noticing required under CEQA or the City’s procedures, including posting at the site, distribution to neighboring or nearby property owners or residents, newspaper noticing, and/or sending to interested parties. If requested, The Consultant can assist with these tasks and can support the City with compiling the distribution list and protocol at an additional cost.
Comments and Responses
The Consultant will provide written responses to comments on the Public Draft IS- MND. We have budgeted 30 hours of professional staff time for this task. If the number or complexity of public comments requires more than 30 hours to prepare responses, additional budget may be needed.
Attendance at Decision Making Hearings
The Consultant’s Principal-in-Charge or Project Manager will attend up to two (2) virtual or in-person public meetings/hearings in addition to the meetings noted specifically in this work scope. This proposal assumes this task will not exceed two hearings before the City Council. Attendance will include oral presentations to the hearing body regarding the IS-MND process and findings and supporting graphic presentations, if requested. These hearings can be scheduled and selected at the City’s discretion.
We estimate that this task will require approximately 270 hours of staff time and will not exceed $45,900.
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Task 1.3 CAL FIRE Grant Funding Applications
The CAL FIRE Wildfire Prevention Grants Program solicits annual competitive applications to receive grant funding.
As such, we assume the City will want to continuously pursue grant funding for additional projects throughout the time frame of this grant. Therefore, we have provided this task to assist the City in applying for additional CAL FIRE grant funding for the 2023/2024, 2024/2025, and 2025/2026 grant cycles. Each grant will involve requesting a project tracking number from CAL FIRE and completing the 5-page application cover letter. This cover letter includes high level information about the project and ensures that all resources required for the application are uploaded to the grant platform. This task will also involve the creation and submission of Geo Points into the Fire Prevention Grants Mapping Center. Each application will also include the development of the approximately 20-page Project Scope of Work. The Consultant will take the lead on the development of the Scope of Work and collaborate with the City to provide input and direction. We assume that the City will be responsible for the Community Support and the administration section of the Scope of Work. A detailed project budget will be provided in an Excel spreadsheet to be attached to the grant application. The budget will be developed in coordination with the City to develop high-level cost assumptions for items such as: City salaries and wages, employee benefits, consultants, travel, supplies, equipment, and other costs. We assume the City will be responsible for the City salaries and wages and employee benefits.
We estimate that this task will require approximately 70 hours of staff time and will not exceed $11,900.
Assumptions
▪ Permitting support will begin in January 2023.
▪ The City will be responsible for Community Support and Administration section of the CAL FIRE grant
funding Scope of Work.
▪ Task 1.3 includes staff time for CAL FIRE grand funding support for the three upcoming grant cycles.
Task 2: Grant Administration Support
The Consultant will attend meetings with the project team and CAL FIRE, County Fire to get the project kicked off. This task includes review of the grant agreements and all requirements associated with the grant application package and support in the administration of the $1.7 million dollar CAL FIRE grant, such as budget tracking and reporting. We estimate that this task will require approximately 30 hours of staff time and will not exceed $5,100.
Assumptions
▪ This task will be completed over the four-year grant-funding time frame for the project.
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▪ This task does not include contract support which is being completed under a separate scope of work.
Task 3: Compliance Program Oversight
Task 3.1 Compliance Program Development
The Consultant will develop the Compliance Program for dead and down tree removal activities which will include: a matrix that shows all measures, requirements, conditions, etc. applicable to the project (including compliance with the IS-MND [State Clearinghouse No. 2019011059] for the MBHMP as well as applicant-proposed measures to further minimize impacts to sensitive species), electronic monitoring logs that will be completed and submitted to the City regularly, and a tracking program that demonstrates compliance with the project requirements both for the City and for submission to regulatory agencies. The Consultant understands that dead and down tree removal activities that will be completed under this grant-funding time frame will be located within the boundaries defined in the Waiver de Minimis 1 and 2 for the Ellwood Mesa Open Space Fuel Reduction, which have been or will be submitted to the California Coastal Commission. The Consultant will also assist in notification to the public, including preparation of a Notice of Pending Permit required by the California Coastal Commission, sandwich board notifications, and flyers for City Hall
Task 3.2 GIS Data Update
The Consultant’s arborists and biologists will confirm and update past location data for down and dead tree removals in collaboration with the City and monarch butterfly biologists. The Consultant will use GPS devices with past information and will collect current data to post in ArcGIS. Our GIS staff will update the dead tree removal information and will prepare figures and data files for use by contractors who will conduct down and dead tree removal activities.
Task 3.3 Vegetation Thinning Prescription and Kick Off
The Consultant’s Senior Planner with a background in wildfire planning will collaborate with the City to develop a vegetation removal prescription that describes in detail activities that various contractors will conduct to remove down and dead trees and implement the CWPP. The techniques will consider current fuel loading and desired outcomes with the safety of all parties incorporated into all treatment objectives. The prescription will include a flagging code (e.g., pink flags mean avoid vegetation and blue flags mean remove), a detailed map, safety measures, etc. The wildfire planner will be on the ground with the project team and contractor the first three days of vegetation removal or until the process for communicating with the contractors on the ground has been determined.
Task 3.4 Vegetation Removal Oversight
The Consultant project manager will coordinate with the City and the contractor’s lead personnel to understand the project schedule, help ensure all pre-
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construction requirements are met, and coordinate flagging of sensitive resources and vegetation that will be removed ahead of work. This includes coordination between the firm conducting pre-construction surveys and The Consultant’s GIS staff to map sensitive resources on a smart tablet device using ArcGIS applications. The project manager will be on site daily or weekly, depending on the tree removal schedule, to provide guidance, answer questions, and provide quality assurance and quality control (QA/QC) of data collected from previous workdays. The project manager will provide updates to the City and the project team daily and will attend meetings to coordinate the work effort as needed.
Task 3.5 Pre-Construction Resource Flagging
The Consultant arborists and biologists will use past and current data to identify and flag protected resources on the ground with highly visible materials prior to the contractors beginning the removal of vegetation and dead and downed trees. .
Flagging will be installed in work areas 1-5 business days prior to tree removal contractors beginning work activities.
Task 3.7 Project Reporting
The Consultant will compile data collected over the course of the project, prepare post-project maps and figures, and publish final data in ArcGIS. We will compile monitoring logs, work summaries, and prepare reports as needed for the City to meet requirements of all regulatory agencies, and for CAL FIRE to meet grant requirements. Reports will include a comprehensive summary showing compliance with the project requirements.
We estimate that the entire scope of work under Task 3 will require approximately 691 staff hours and will not exceed $144,140.
Assumptions
▪ Vegetation and tree removal activities are anticipated to begin April 2023 and end July 2025.
▪ Pre-activity biological surveys are anticipated to begin March 2023.
Task 4: Tree and Vegetation Removal Oversight and Monitoring The Consultant’s International Society of Arboriculture (ISA) certified arborists will monitor vegetation and dead and downed tree removal activities to help ensure contractors are completing the work activities in accordance with the prescriptions and in compliance with the MBHMP IS-MND and applicant-proposed measures.
The monitor will be responsible for flagging and mapping the vegetation in accordance with the mapped CWPP data and the prescription and will confirm flagging of sensitive resources has been completed prior to tree removal activities.
The monitor will also be a qualified biologist familiar with monarch butterflies, nesting birds, jurisdictional waters, and sensitive plant and wildlife. The monitor will be on site to provide guidance for resource protection and input regarding tree removal activities using the mapped sensitive resources data and mapped treatment data (that includes specific directives for vegetation
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thinning, pruning and removal of the down and dead trees). The monitor will complete a daily monitoring log documenting work activities, communications, compliance notes, photos, and any other pertinent details of each working day.
Logs will be submitted to the Consultant’s project manager at the conclusion of the monitor’s workday. In addition, when a live tree has an imminent or probable likelihood of failure and is in need of substantial pruning or removal, a Senior Arborist will assess the tree on site. The Consultant understands that the City will hire an additional consulting firm to conduct monitoring in and adjacent to monarch aggregation sites for activities that have a potential to impact monarch aggregation sites. The Consultant will work closely with this other firm to help ensure consistent and adequate biological resource protection.
Assumptions
▪ Vegetation and tree removal crews will work 10-hour days. ▪ One monitor will be on-site daily during vegetation and tree removal activities. ▪This scope is prepared consistent with the grant application, which estimated 67 acres of vegetation/tree removal requiring 194 crew working days. The work will be completed by the California Conservation Corps and a private contractor for tree removal/chipping. The majority of the work will be completed in Years 2 and
3. Year 3 will include a pilot study for bi-annual efforts to maintain the eucalyptus groves and is anticipated to require fewer crew days.
▪ This scope includes 120 biological monitoring days for the Consultant’s ISA Certified Arborist/biologist.
We estimate that the entire Task 4 will require approximately 691 staff hours and will not exceed $215,586.
Costs are based on The Consultant's 2022 standard fee schedule and labor classifications (attached), which will be valid through 2023. Rates are subject to annual escalation through 2024 and 2025. Please note that this scope and cost is negotiable and can be adjusted to meet the City’s needs. Thank you for the opportunity to provide this scope for this important project.
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EXHIBIT B
SCOPE OF WORK
23 ATTACHMENT 2
Professional Services Agreement with Althouse and Meade, Inc. for the Ellwood Mesa Neighborhoods Hazard Fuel Reduction Project
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Project Name: Ellwood Mesa Neighborhoods Hazard Fuel Reduction Project
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF GOLETA
AND
ALTHOUSE AND MEADE, INC.
This AGREEMENT FOR PROFESSIONAL SERVICES (herein referred to as “AGREEMENT”) is made and entered into this 15th day of August, 2023, by and between the CITY OF GOLETA, a municipal corporation (herein referred to as "CITY"), and ALTHOUSE AND MEADE, INC., a California Corporation (herein referred to as "CONSULTANT").
SECTION A. RECITALS
1. The CITY has a need for professional biological monitoring services for Ellwood Mesa Neighborhoods Hazard Fuel Reduction Project; and
2. The CITY does not have the perso nnel 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 15th day of August, 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 qualific ations, 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 biological monitoring services in conjunction with Ellwood Mesa Neighborhoods Hazard Fuel Reduction Project Services shall generally include Biological Monitoring and Monarch
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Habitat Specialist support 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 $148,074 (herein "not to exceed amount"), and shall be earned as the work progresses on the following basis:
Hourly at the hourly rates and with r eimbursement to
CONSULT
ANT 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, 2026, 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 hou rs worked by personnel classification).
All payments shall be made within 30 days after CITY’s approval of the invoice.
4. EXTRA SERVICES
CITY shall pay CONSULTANT for those CITY authorized extra services, not reasonably included within the services described in Section 2, as mutually agreed to writing in advance of the incurrence of extra services by CONSULTANT. Unless CITY and CONSULTANT have agreed in writing before the performance of extra services, no liability and no right to claim compensation for such extra services or expenses shall exist. The applicable hourly rates for extra services shall be at the hourly rates set forth in Exhibit B, if one is included as part of this agreement. Any compensat ion 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 George Thomson, Parks and Open Space 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 J une 30,
2026, unless term of this AGREEMENT is extended, or the AGREEMENT is terminated as provided for herein.
CONSULT
ANT shall not commence work on the serv ices to be performed until (i) CONSUL
TANT 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 profession al services which are personal to CITY. LynneDee Althouse 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 prog ress 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, wrongf ul 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 C ONSULTANT’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 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 cost s, 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 VI I or better, or as otherwise approved by CITY.
Insurance shall include the following (or broader) coverage:
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a) Insurance Services Office Commercial Liability coverage “occurrence” form CG 00 01 or its exact equivalent with an edition date prior to 2004 and with minimum limits of $1,000,000 per occurrence and $2,000,000 general aggregate.
b) Insurance Services Office form number CA 00 01 or equivalent covering Automobile Liability, including hired and non-owned automobile liability with a minimum limit of $1,000,000 per accident. If the Service Provider owns no vehicles, this requirement may be satisfied by a non-owned and hired auto endorsement to Service Provider’s commercial general liability policy.
c) Workers’ Compensation insurance complying with California worker’s compensation laws, including statutory limits for workers’ compensation and an Employer’s Liability limit of $1,000,000 per accident or disease.
d) Professional liability insurance that covers the services to be performed in connection with this agreement, in the minimum amount of $1,000,000 per claim.
Liability insurance policies required to be provided by CONSULTANT hereunder shall contain or be endorsed to contain the following provisions:
a) Except for professional liability insurance, CITY, its employees, officials, agents and member agencies shall be covered as additional insureds. Coverage shall apply to any and all liability arising out of the work performed or related to the contract. Additional insured status under the general liability requirement shall be provided on Insurance Services Office Form CG 20 10, with an edition date prior to 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 insur er’s liability. Coverage will not be limited to CITY’s vicarious liability.
c) Professional liability insurance policies inception date, continuity date, or retroactive date must be before the effective date of this agreement. CONSULTANT agrees to maintain continuous coverage through a period no less than three years after completion of the services required by this agreement.
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d) Except for professional liability insurance, liability 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 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 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,
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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 plan s. 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 te rmination 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 s ubmission 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 CONSULTA NT 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 per formed; 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 re spect to all matters covered by this AGREEMENT and will permit CITY to audit, examine and/or reproduce such
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records. CONSULTANT will retain such financial records, time sheets, work progress reports, invoices, bills and proje ct 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 othe r 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 wa iver 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 inv ocation 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.
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20. GOVERNING LAW
This AGREEMENT, and the rights and obl igations of the parties, shall be governed and interpreted in accordance with the laws of the State of California.
Should litigation occur, venue shall be in Superior Court of Santa Barbara County.
21. NONDISCRIMINATION
CONSULTANT shall not discriminate on the basis of race, color, gender, gender identity/expression, pregnancy, se xual 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 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 the performance of services under this AGREEMENT.
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27. CAPTIONS
The captions or headings in this AGREEMENT are for convenience only and in no other way define, limit or describe the scope or intent of any provision or section of the AGREEMENT.
28. AUTHORIZATION
Each party has expressly authorized the execution of this AGREEMENT on its behalf and bind said party and its respective administrators, officers, directors, shareholders, divisions, subsidiaries, agents, employees, successors, assigns, principals, partners, joint ventur ers, 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, betw een 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 unenfo rceable, 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: Althouse and Meade, Inc.
1650 Ramada Dr. Suite 180
Paso Robles, CA 93446
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32. COUNTERPARTS AND ELECTRONIC/FACSIMILE SIGNATURES
This Agreement may be executed in several counterparts, which may be facsimile or electronic copies. Each counterpart is fully effective as an original, and together constitutes one and the same instrument.
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 Lynndee Althouse, M.S., Principle
A T T E S T
_____________________________
Deborah Lopez, City Clerk
APPROVED AS TO FORM:
MEGAN GARIBALDI, CITY ATTORNEY
_____________________________
Scott Shapses, Deputy City Attorney
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EXHIBIT A
SCOPE OF WORK
Task 1: Biological Monitoring and Monarch Habitat Specialist Support.
Our team of A&M-qualified biological monitors and monarch butterfly biologists will guide the tree removal work, providing support to the tree and debris removal teams (private contractors and California Conservation Corps) and Rincon biological monitors. A&M monitors will be available to support work each day, to evaluate the sensitive resources, and to be present on-site during all operations.
The task includes approximately 60 field days of A&M biologists’ effort, two (4 total) visits by technical experts, Stu Weiss and/or Francis Villablanca, and 20 hours of their support time.
Cost Estimate: $128,760
Task 2: Project Management and Communication.
Our A&M team leader and Principal will coordinate with Rincon team leader daily during work periods to coordinate tree removal efforts and treatment plans.
Coordination will include the number of biological monitors needed to cover the tree and debris removal teams on a day-today basis in sensitive resource areas.
Cost Estimate: $19,314
Total Cost Estimate: $148,074
Assumptions:
We assume the vegetation and tree removal activities are anticipated to begin April 2023 and end July 2025.
Pre-activity biological surveys are anticipated to begin March 2023.
Vegetation and tree removal crews will work 10-hour days.
One monitor will be on site daily during vegetation and tree removal activities.
This scope is prepared consistent with the grant application, which estimated
26.4 acres of tree removal requiring approximately 60 crew working days.
Timing: Work will begin upon return of our signed proposal and retainer. This proposal is valid
for 45 days.
Terms: Contract is a Not to Exceed estimate to be billed on a Time and Materials (T&M) basis.
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EXHIBIT B
SCHEDULE OF FEES
For a Total Not-To-Exceed amount of $148,074
37 ATTACHMENT 3
Professional Services Agreement with Legacy Philanthropy Works for Ellwood Mesa Projects 38 City of Goleta
Public Works Department and Legacy Philanthropy Works
Project Name: Communication and Outreach for Ellwood Mesa Monarch Butterfly Management Plan – Phase 2
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF GOLETA
AND
LEGACY PHILANTHROPY WORKS
This AGREEMENT FOR PROFESSIONAL SERVICES (herein referred to as “AGREEMENT”) is made and entered into this 15th day of August, 2023, by and between the CITY OF GOLETA, a municipal corporation (herein referred to as "CITY"), and LEGACY PHILANTHROPY WORKS , a California Corporation (herein referred to as "CONSULTANT").
SECTION A. RECITALS
1. The CITY has a need for professional communication and outreach services for Ellwood Mesa Monarch Butterfly Management Plan; and
2. The CITY does not have the perso nnel 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 15th day of August, 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 communication and outreach services in conjunction with Ellwood Mesa Monarch Butterfly Management Plan Services
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shall generally include project communication 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 $246,485 (herein "not to exceed amount"), and shall be earned as the work progresses on the following basis:
Hourly at the hourly rates and with r eimbursement to
CONSULT
ANT 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, 2026, 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 ho urs worked by personnel classification).
All payments shall be made within 30 days after CITY’s approval of the invoice.
4. EXTRA SERVICES
CITY shall pay CONSULTANT for those CITY authorized extra services, not reasonably included within the services described in Section 2, as mutually agreed to writing in advance of the incurrence of extra services by CONSULTANT. Unless CITY and CONSULTANT have agreed in writing before the performance of extra services, no liability and no right to claim compensation for such extra services or expenses shal l 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 compensat ion 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 George Thomson, Parks and Open Space 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, 2026 unless term of this AGREEMENT is extended, or the AGREEMENT is terminated as provided for herein.
CONSULT
ANT 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/SUBTHE CONSULTANT
This AGREEMENT is for profession al services which are personal to CITY. Bill Leahy is deemed to be spec ially 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 The Consultants 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 CONSULTA NT’s officers, agents, e mployees, 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 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 VI I or better, or as otherwise approved by CITY.
Insurance shall include the following (or broader) coverage:
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a) Insurance Services Office Commercial Liability coverage “occurrence” form CG 00 01 or its exact equivalent with an edition date prior to 2004 and with minimum limits of $1,000,000 per occurrence and $2,000,000 general aggregate.
b) Insurance Services Office form number CA 00 01 or equivalent covering Automobile Liability, including hired and non-owned automobile liability with a minimum limit of $1,000,000 per accident. If the Service Provider owns no vehicles, this requirement may be satisfied by a non-owned and hired auto endorsement to Service Provider’s commercial general liability policy.
c) Workers’ Compensation insurance complying with California worker’s compensation laws, including statutory limits for workers’ compensation and an Employer’s Liabil ity 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 insur er’s liability. Coverage will not be limited to CITY’s vicarious liability.
c) Professional liability insurance policies inception date, continuity date, or retroactive date must be before the effective date of this agreement. CONSULTANT agrees to maintain continuous coverage through a period no less than three years after completion of the services required by this agreement.
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d) Except for professional liabilit y insurance, liability 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 cove rage 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 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 nec essary 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 compensat ion insurance, withholding taxes,
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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 plan s. 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 te rmination 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 compensati on for actual work performed and charges outstanding at the time of termination shall be payable by CITY to CONSULTANT within 30 days following s ubmission 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 CONSULTA NT 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, subcontractor, agents, and CONSULTANTs for the accuracy and competency of the information provided and/or work per formed; 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 re spect to all matters covered by this AGREEMENT and will permit CITY to audit, examine and/or reproduce such
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records. CONSULTANT will retain such financial records, time sheets, work progress reports, invoices, bills and proje ct 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 othe r 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 wa iver 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 inv ocation 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.
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20. GOVERNING LAW
This AGREEMENT, and the rights and obl igations of the parties, shall be governed and interpreted in accordance with the laws of the State of California.
Should litigation occur, venue shall be in Superior Court of Santa Barbara County.
21. NONDISCRIMINATION
CONSULTANT shall not discriminate on the basis of race, color, gender, gender identity/expression, pregnancy, se xual 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 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 the performance of services under this AGREEMENT.
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27. CAPTIONS
The captions or headings in this AGREEMENT are for convenience only and in no other way define, limit or describe the scope or intent of any provision or section of the AGREEMENT.
28. AUTHORIZATION
Each party has expressly authorized the execution of this AGREEMENT on its behalf and bind said party and its respective administrators, officers, directors, shareholders, divisions, subs idiaries, agents, employees, successors, assigns, principals, partners, joint ventur ers, 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, bet ween 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 unenfo rceable, 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: Legacy Philanthropy Works
521 Santa Barbara Street
Santa Barbara, CA 93101
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32. COUNTERPARTS AND ELECTRONIC/FACSIMILE SIGNATURES
This Agreement may be executed in several counterparts, which may be facsimile or electronic copies. Each counterpart is fully effective as an original, and together constitutes one and the same instrument.
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 Carl Palmer, Executive Director
A T T E S T
_____________________________ _____________________________ Deborah Lopez, City Clerk Ellen Kwiatkowski, Deputy Director
APPROVED AS TO FORM:
MEGAN GARIBALDI, CITY ATTORNEY
_____________________________
Scott Shapses, Deputy City Attorney
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EXHIBIT A
SCOPE OF WORK
The Consultant and the City’s Project Team (“City”; to include technical consultants and Goleta Parks & Open Space staff) will continue to work collaboratively to implement communicat ions plan(s), manage and update tools developed in Phase One (website, communications deck, dashboards, story maps), and facilitate other communications to enable the City to receive and respond effectively to public input and al low important stories about at Ellwood Mesa Open Space Preserve.
1. Continue to manage, and adapt communications and messaging anchored around key project themes and issues developed in Phase One. Current theme areas include a) habitat restoration and Monarch butterfly enhancements; b) catastrophic wildfire prevention and fuels reduction; c) land stewardship; d) neighbor and neighborhood impact issues; and e) public access and experience. ● The Consultant will provide day-to-day management of the website and monitor and facilitate community feedback and inputs in coordination with the City of Goleta during the contract period.
● The Consultant will refine messages, build additional content, and strategize on specific outreach actions as required.
● The Consultant will continue to participate in regular weekly meetings with the City of Goleta team members as needed.
● The Consultant will maintain and regularly update the public-facing dashboard and other communications e lements (for example, story maps, video documentaries, and social media interactions)
2. Participate in the development of onsite signage concepts and other methods to provide practical, timely, and relatable information to help visitors and neighbors understand what is happening and why.
● The Consultant will work with the City to incorporate key messaging from Ellwood Mesa Phase One products (communications deck and website) into other collateral materials, signage, and interpretation tools. ● The Consultant will support and facilitate the deployment of communications in concert with fuel redu ction, habitat restoration, planting activities, and other work implemented over the next 14 months.
3. Continue to collaborate with the City to convey project design concepts and provide progress updates, key learnings, and other outcomes. Regularly communicate output for the public, stakeholder, and funder audiences in text and infographics to include on the newly launched Ellwood Mesa website and other materials and for inclusion in grant reports.
● The Consultant will participate in ongo ing meetings, and site visits with the POSD team and tech consultants as significant projects at Ellwood Mesa move
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forward and update various tools and messaging as necessary.
4. Identify Project milestones, storytelling opportunities, and metrics to be tracked and communicated through various methods. Develop key metrics and messages and design project dashboards. Capture voices through video to convey the story of Ellwood Mesa restor ation and activate public support and appreciation for the commitment of the City to active stewardship; use the process of development to engage key voices and strengthen understanding of the importance of restoring the Ellwood Mesa and its Monarchs. ● The Consultant will work with the City to develop and implement project progress dashboards for the public.
● The Consultant will engage a videographer-documentarian to collect footage and interviews in support of immediate communications needs and which could serve as components of a future film documentary about the history of Ellwood Mesa. This scope includes a budget for 3 days of engagement and production costs. The Consultant and City will confer on specific scope of the video work in advance and may seek additional funding from other sources in support of this effort.
B. Continue strategic outreach to key stakeholders, partners, and community.
Continue active communications and follow up with priority groups identified in Phase One, including FOTEM, FOTEC, HOA, Land Trust, Watershed Council members (environmental community), Bluffs HOA, and Coronado/SB Shores neighbors.
● The Consultant will coordinate with the City’s Project Team to facilitate up to six (6) presentations, public forums and/or field visits to develop additional feedback and inputs from stakeholders and enlist support and possible engagement with community outreach efforts going forward. (Maintain and update partner and stakeholder spreadsheet.)
Continue outreach to potential partne rs to engage in future activities and programming at Ellwood Mesa. The desired outcome is building a cadre of partners who are standing up, leading or guiding, and, ultimately, ensuring sustaining community education and volunteer stewardship activities at Ellwood. ● The Consultant will coordinate with the City's Project Team to facilitate field visits or collaborative planning sessi ons with potential partner collaborators focused on key activities. We anticipate up to ten (10) over the length of the engagement –
● Ellwood Mesa butterfly docent program
●Education
●Trails Stewardship
●Restoration and land stewardship
● Fire safe community
(Overlaps with the two previous efforts) In consultation with the City’s Project team, Consultant will continue to engage selected stakeholder/partners identified in Phase DRAFT One and others to be identified in the future to establish a widening circle of advisors and collaborators in support of
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outreach and communications efforts.
● The Consultant and City Project Team will regularly consult to ensure the appropriate level of engagement is maintained with stakeholders. (See separate stakeholder and partner outreach tracking spreadsheet.)
● If feasible under this contract time period, support the City of Goleta Project Team kick - off more formal “friends of Ellwood Mesa” with focus on community engagement and outreach (beyond “watchdog” role)
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EXHIBIT B
SCHEDULE OF FEES
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14-Month Project Cost Estimate
Based on a 14-month engagement, we estimate the cost breakdown for the above scope to be as follows:
The Consultant Group staff hours $216,285
Travel & Direct Cost Reimbursement $1,400
Outreach Facilitation & Support $20,000
Video Production $8,800
Total Estimated Budget $246,485
Proposed Fee Structure
Given the variable and unpredictable nature of the project over the 14-month time horizon, and based on our current hours of work on this engagement, we propose a monthly invoice based on The Consultant ’s actual time and materials and other direct costs associated with work performed in the prior month.
The monthly billing would not exceed $15,000 per month. Travel & Cost reimbursement, plus any costs for subcontract work agreed to by The Consultant and the City will be in addition to and not a part of the monthly not to exceed amount.
The Consultant and City will discuss in advance the engagement of subcontractor for work contemplated in the scope and corresponding additions or adjustments to the monthly not to exceed amount will be agreed to in each circumstance.
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