Agenda Item A.10
CPMS CONSENT CALENDAR
Meeting Date: October 3, 2023
TO: Mayor and Councilmembers
FROM: Charles W. Ebeling, Public Works Director
CONTACT: Autumn Glaeser, Capital Improvement Program Manager
SUBJECT: Amendment 3 to Agreement with Filippin Engineering, Inc. for Construction Management and Inspection Services for Crosswalk at Calle Real/Fairview Center Pedestrian Hybrid Beacon Project
RECOMMENDATION:
Authorize the City Manager to execute Amendment No. 3 to Professional Services Agreement No. 2022-047 with Filippin Engineering, Inc. for Construction Management and Inspection Services for the Crosswalk at Calle Real /Fairview Center Pedestrian Hybrid Beacon Project in the amount of $ 8,100 for a new total not -to-exceed amount of $56,100.
BACKGROUND:
The City of Goleta has a Capital Improvement Program (CIP) project, known as the Crosswalk at Calle Real/Fairview Center Pedestrian Hybrid Beacon ( PHB) Project (CIP No. 9099) , to provide a crosswalk on Calle Real approximately 550 feet west of the Fairview Avenue intersection. A PHB will be installed to enhance pedestrian safety and improve visibility for pedestrians. The installation of a formalized crosswalk add resses existing pedestrian crossing patterns from the Fairview Avenue overcrossing on the south to destinations to the north including schools, services, and the Fairview Center. The project includes constructing PHB signals on poles with mast arms, develo ping a power supply, and installing pedestrian push buttons, new crosswalk striping, and signage.
The City contracted with Filippin Engineering, Inc. (Filippin) to provide construction management and inspection services for the Crosswalk at Calle Real/Fai rview Center PHB Project. The services include construction oversight, managing construction meetings, reviewing and approving submittals, requests for information (RFIs), potential change orders (PCOs), contract change orders (CCOs), weekly statements of working days (WSWDs), and monthly pay estimates, confirming and measuring bid quantities, construction correspondence, utility coordination, schedule coordination, and daily construction inspection. These services are critical to successfully manage the construction work.
1 Meeting Date: October 3, 2023
DISCUSSION:
Public Works s taff is recommending an amendment for additional cost incurred and additional work required for increased construction duration, extended lead times, increased prevailing wage rates, contract change order work and coordination . Filippin has an existing Professional Services Agreement No. 2022 -047 for Construction Management and Inspection for this project. The agreement was executed on June 13, 2022, and expires on June 30, 202 4. Amendment No. 1 was approved by the City Manager on June 30, 2023. Amendment No. 2 was approved by the City Manager on July 18, 2023. Additional compensation is being requested to include additional full-time inspection and construction management . Public Works staff is requesting to execute Amendment No. 3 to increase the contract amount by $8,100 for a new total not-to-exceed amount of $56,100.
FISCAL IMPACTS:
There are sufficient funds in the FY 2023-24 project budget for the subject contract, so no new additional appropriations are necessary for the proposed amendment. Table 1 below outlines the estimated costs for the Project.
Table 1: Estimated Project Costs
Project Components Estimated Costs Funding Source Funding Amounts Conceptual Design $0 Measure A (205) $268,500
Environmental $0 Measure A Grant
(206) $297,500
Final Design $376,000 Misc. Grant (311) $300,000
Construction $490,000
Total: $866,000 Total: $866,000
Table 2 below summarizes the project budget amounts, including carryovers, and funding source. There are sufficient funds in the adopted FY 23/24 budget to cover the cost of the professional services associated with this amendment.
Table 2: Project Funding
*Projected carryover from FY 2022-23
Account Fund Type FY2023-24
Budget
YTD Activity/
Encumbrances
Available
Balance
205-90-9099-
57071 Measure A $212,510* $58,041 $154,469
2 Meeting Date: October 3, 2023
ALTERNATIVES:
The City Council may elect not to approve the agreement with Filippin to provide professional services. Doing so could cause delays in the management and delivery of engineering and CIP projects and may jeopardize grant funding for various projects.
Reviewed By: Legal Review By: Approved By:
___________________ ___________________ _________________ Kristine Schmidt Megan Garibaldi Robert Nisbet
Assistant City Manager City Attorney City Manager
ATTACHMENTS:
1. Amendment No. 3 of Professional Services Agreement No. 2022-047 with Filippin Engineering, Inc.
2. Amendment No. 2, Amendment No. 1, and Professional Services Agreement No. 2022-047 with Filippin Engineering, Inc.
3 ATTACHMENT 1
Professional Services Amendment 3 to Agreement 2022-047 with Filippin Engineering, Inc.
4 City of Goleta
Amendment No. 3 to Agreement No. 2022-047
AMENDMENT NO. 3
TO A PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF GOLETA
AND
FILIPPIN ENGINEERING, INC.
This Amendment No. 3 to the Professional Services Agreement by and between the City of Goleta, a municipal corporation (“City”) and Filippin Engineering, Inc. (“Consultant”) dated June 13, 2022 (“Agreement,” Agreement No. 2022-047) is made on this 3rd day of October, 2023.
SECTION A. RECITALS
1. This Agreement is for professional inspection services for the 9099 Crosswalk at Calle Real/Fairview Center Pedestrian Hybrid Beacon (PHB) Project; and
2. This Agreement has been amended to extend the termination date from June 30, 2023 to June 30, 2024 (Amendment No. 1); and
3. This Agreement has been amended to provide additional compensation in the amount of twenty -one thousand five hundred dollars ($21,500) for additional tasks for a new not -to-exceed of forty -eight thousand dollars ($48,000) (Amendment No. 2); and
4. The A
greement currently provides in Section 3 Subsection (a) for the total compensation amount not to exceed forty -eight thousand dollars ($48,0 00); and
5. The par
ties desire to amend the Agreement so as to provide for additional compensation in the amount of e ight thousand one hundred dollars ($8,100) for continued tasks; and
6. The C
ity Council approved this Amendment No. 3 , on this 3rd day of October, 2023.
SECTION B. AMENDED TERMS
N
ow therefore City and Consultant agree as follows that the Agreement be, and hereby is, amended as follows:
1. Subsection (a) of Section 3. COMPENSATION AND PAYMENT of the Agreement is amended to add an additional authorized amount of $8,100 and to read in its entirety:
DocuSign Envelope ID: 183E6127-F5FE-4803-A506-9CB118B9C2AF 5 City of Goleta
Amendment No. 3 to Agreement No. 2022-047
(a) Maximum and Rate. The total compensation payable to CONSULTANT by CITY for the services under this AGREEMENT SHALL NOT EXCEED the sum of fifty -six thousand, one hundred dollars ($56, 100) (herein "not -to-exceed amount") and shall be earned as the work progresses.
Hourly at the hourly rates and with reimbursement to
CONSULTANT for those expenses set forth in
CONSULTANT's Schedule of Fees marked Exhibit "B -1,"
included in Amendment 3. The rates and expenses set forth in that exhibit shall be binding upon CONSULTANT until June 30, 2024, after which any change in said rates and expenses must be approved in writing by CITY's Project Manager as described in Section 5 (CITY is to be given 60 days notice of any rate increase request), provided the not to exceed amount is the total compensation due CONSULTANT for all work
described under this AGREEMENT.
2. Except as otherwise specifically provided herein, all other provisions of the Agreement shall remain in full force and effect.
DocuSign Envelope ID: 183E6127-F5FE-4803-A506-9CB118B9C2AF 6 City of Goleta
Amendment No. 3 to Agreement No. 2022-047
Scott Shapses,
In concurrence and witness whereof, this Amendment No. 3 has been executed by the parties effective on the date and year first above written.
CITY OF GOLETA CONSULTANT
Robert Nisbet, City Manager Gino Filippin, P.E.
Principal Civil Engineer
ATTEST:
Deborah Lopez, City Clerk Kelly Wheeler
Vice President
APPROVED AS TO FORM:
MEGAN GARIBALDI, CITY ATTORNEY
Deputy City Attorney
DocuSign Envelope ID: 183E6127-F5FE-4803-A506-9CB118B9C2AF 7 City of Goleta
Amendment No. 3 to Agreement No. 2022-047
EXHIBIT B-1
SCHEDULE OF FEES
DocuSign Envelope ID: 183E6127-F5FE-4803-A506-9CB118B9C2AF 8 ATTACHMENT 2
Amendment No. 2, Amendment No. 1, and Professional Services Agreement No. 2022-047 with Filippin Engineering, Inc.
9 City of Goleta
Amendment No. 2 to Agreement No. 2022-047
AMENDMENT NO. 2
TO A PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF GOLETA
AND
FILIPPIN ENGINEERING, INC.
This Amendment No. 2 to the Professional Agreement by and between the City of Goleta, a municipal corporation (“City”) and Filippin Engineering, Inc. (“Consultant”) dated June 13, 2022 (“Agreement,” Agreement No. 2022-047) is made on this 18th day of July, 2023.
SECTION A. RECITALS
1. T his Agreement is for professional inspection services for the 9099 Crosswalk at Calle Real/Fairview Center Pedestrian Hybrid Beacon (PHB) Project; and
2. This Agreement has been amended to extend the termination date from June 30, 2023 to June 30, 2024 (Amendment No. 1); and
3. T he Agreement currently provides in Section 3 Subsection (a) for the total compensation amount not to exceed twenty-six thousand and five hundred dollars ($26,500); and
4. T he parties desire to amend the Agreement so as to provide for additional compensation in the amount of twenty -one thousand and five hundred dollars ($21,500) for additional tasks for a new not -to-exceed of forty-eight thousand dollars ($48,000); and
5. T he Agreement currently provides in Exhibit B entitled “Rate Schedule” the hourly rates; and
6. T he parties desire to amend Exhibit B of the Agreement to identify the new hourly rates, attached as “Exhibit B-1”; and
7. T he City Council approved this Amendment No. 2, on this 18th day of July, 2023.
SECTION B. AMENDED TERMS
Now therefore City and Consultant agree as follows that the Agreement be, and hereby is, amended as follows:
DocuSign Envelope ID: B3932BEF-2DE5-4B81-8BA7-1CDBCF298DB7 DocuSign Envelope ID: 40965C09-FD24-47D5-887D-132854D9D8E8 2022-047.2
10 City of Goleta
Amendment No. 2 to Agreement No. 2022-047
1. S ubsection (a) of Section 3 . COMPENSATION AND PAYMENT of the Agreement is amended to add an additional authorized amount of $21,500 and to read in its entirety:
(a) Maximum and Rate. The total compensation payable to CONSULTANT by CITY for the services under this AGREEMENT SHALL NOT EXCEED the sum of forty -eight thousand dollars ($48,000) (herein "not-to-exceed amount") and shall be earned as the work progresses.
Hourly at the hourly rates and with reimbursement to
CONSULTANT for those expenses set forth in
CONSULTANT's Schedule of Fees marked Exhibit "B -1,"
attached and incorporated herein. The rates and expenses set forth in that exhibit shall be binding upon CONS ULTANT until June 30, 2024, after which any change in said rates and expenses must be approved in writing by CITY's Project
Manager as described in Section 5 (CITY is to be given 60 days notice of any rate increase request), provided the not to exceed amount is the total compensation due CONSULTANT
for all work described under this AGREEMENT.
2. This Agreement is amended to delete and replace in its entirety:
Exhibit B “Rate Schedule” with Exhibit B-1 “Schedule of Fees” attached hereto and incorporated herein.
3. Except as otherwise specifically provided herein, all other provisions of the Agreement shall remain in full force and effect.
DocuSign Envelope ID: B3932BEF-2DE5-4B81-8BA7-1CDBCF298DB7 DocuSign Envelope ID: 40965C09-FD24-47D5-887D-132854D9D8E8 11 City of Goleta
Amendment No. 2 to Agreement No. 2022-047
In concurrence and witness whereof, this Amendment No. 2 has been executed by the parties effective on the date and year first above written.
CITY OF GOLETA CONSULTANT
____________________________ ______________________________ Robert Nisbet, City Manager Gino Filippin, P.E.
Principal Civil Engineer
ATTEST:
_____________________________ ______________________________ Deborah Lopez, City Clerk Kelly Wheeler
Vice President
APPROVED AS TO FORM:
MEGAN GARIBALDI, CITY ATTORNEY
_____________________________
Scott Shapses, Deputy City Attorney
DocuSign Envelope ID: B3932BEF-2DE5-4B81-8BA7-1CDBCF298DB7 DocuSign Envelope ID: 40965C09-FD24-47D5-887D-132854D9D8E8 12 City of Goleta
Amendment No. 2 to Agreement No. 2022-047
EXHIBIT B-1
SCHEDULE OF FEES
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Amendment No. 1 to Agreement No.2022-047
AMENDMENT NO. 1
TO A PROFESSIONAL AGREEMENT
BETWEEN THE CITY OF GOLETA
AND
FILIPPIN ENGINEERING, INC.
This Amendment No. 1 to the Professional Services Agreement by and between the City of Goleta , a municipal corporation (“City”) and Filippin Engineering, Inc. (“Consultant”) dated June 13, 2022 (“Agreement,” Agreement No. 2022-047) is made on this _____ day of ____________ 2023.
SECTION A. RECITALS
1. T his Agreement is for the professional inspection services for the 9099 Crosswalk at Calle Real/Fairview Center Pedestrian Hybrid Beacon(PHB) Project; and
2. The parties desire to retroactively amend this Agreement so that this Amendment is effective as of June 30, 202 3 and the term of the Agreement extends to June 30, 2024; and
3. T he City Manager approved this Amendment No. 1, on this _____ day of ____, 2023.
SECTION B. AMENDED TERMS
Now therefore City and Consultant retroactively agree as follows that the Agreement be, and hereby is, amended as of June 30, 2023 as follows:
1. Section 6. TERM, PROGRESS AND COMPLETION of the Agreement is amended to extend the term for an additional 12 months, through June 30 , 2024.
2. Except as otherwise specifically provided herein, all other provisions of the Agreement shall remain in full force and effect.
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July6th
2022-047.1
14 City of Goleta
Amendment No. 1 to Agreement No.2022-047
In concurrence and witness whereof, this Amendment No. 1 has been executed by the parties effective on the date and year first above written.
CITY OF GOLETA
____________
________________
Robert Nisbet, City Manager
ATTEST:
____________
_________________
Deborah Lopez, City Clerk
CONSULTANT
______________________________
Gino Filippin, P.E. Principle Civic
Engineer
______________________________
Kelly Wheeler, Vice President
APP
ROVED AS TO FORM:
MEGAN GARIBALDI, CITY ATTORNEY
_____________________________
Scott Shapses, Deputy City Attorney
DocuSign Envelope ID: 0B8F2E9F-221E-4147-8077-8BDFB9030CEB 15 City of Goleta
Public Works and Filippin Engineering, Inc.
Project Name: Crosswalk at Calle Real / Fairview Center Pedestrian Hybrid Beacon (PHB)
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF GOLETA
AND
Filippin Engineering, Inc.
This AGREEMENT FOR PROFESSIONAL SERVICES (herein referred to as “AGREEMEN T”) is made and entered into this ________ day of ______ , 2022, by and between the CITY OF GOLETA, a municipal corporation (herein referred to as " CITY"), and FILIPPIN ENGINEERING, I NC., a California Corporation (herein referred to as "CONSULTANT").
SECTION A. RECITALS
1. T he CITY has a need for professional services for Construction Management and Inspection Services for the C rosswalk at Calle Real / Fairview Center Pedestrian Hybrid Beacon Project; and
2. T he CITY does not have the personnel able and/or available to perform the services required under thi s AGREEMENT, and therefore, the CITY desires to contract for professional services to accomplish this work; and
3. T he CITY procured these services in compliance with Goleta M unicipal Code Section 3.05.260.
4. T he City Manager approved this AGREEMENT pursuant to Goleta Municipal Code section 3.05.070.
SECTION B. TERMS
1. RET ENTION AS CONSULTANT
CITY hereby retains CONSULTANT , and CONSULTANT hereby accepts such engagement, to perform the services described in Sec tion 2.
CONSULTANT warrants it has the qualifications, experience, and facilities to properly and timely perform said services.
2. DES CRIPTION OF SERVICES
The services to be performed by CONSULTANT are as follows:
Professional Construction Management and Inspection S ervices in conjunction with Crosswalk at Calle Real / Fairview Center DocuSign Envelope ID: 8E890DF6-9872-4319-95C8-4D789CCC1F90 13th
2022-047
June
16 City of Goleta
Public Works and Filippin Engineering, Inc.
Pedestrian Hybrid Beacon Project . Services shall generally include project plans and specification review, managing pre-construction conference, project communication and coo rdination, submittals, RFI response, and contract change order management, and close- out services a s more particularly set forth in the Scope of Work, attached as Exhibit “A,” and incorporated herein.
CONSULTANT shall deliver to CITY the deliverables def ined in Exhibit “A.”
3. CO MPENSATION AND PAYM ENT
(a) Maximum and Ra te. T he total compensation payable to CONSULTANT by CITY for the services under this AGREEMENT SHALL NOT EXCEED the sum of $2 6,500 (herein "not to exceed amount"), and shall be earned as the work progresses on the following basis:
Hourly a t the hourly rates and with reimbursement to
CONSULTANT for those expenses set forth in CONSULTANT 's Schedule of Fees marked Exhibit "B," attached and incorporated herein. The rates and expenses set forth in that exhibit shall be binding upon CONSULTANT until June 30, 2023, af ter which any change in said rates and expenses must be approved in writing by CITY's Project Manager as described in Section 5 ( CITY is to be given 60 days notice of any rate increase request), provided the not to exceed amount is the total compensation due CONSULTANT for all work described under this AGREEMENT.
(b) P
ayment . CONSULTANT shall provide CITY with written
verification of the actual compensation earned, which written verification shall be in a form satisfactory to CITY's Project M anager, as described in Section 5.
Invoices shall be made no more frequently than on a monthly basis, and describe the work performed (including a list of hours worked by personnel classification).
All payments shall be made within 30 days after CITY’s approval of the invoice.
4. EXTRA SERVICES
CITY shall pay CONSULTANT for those CITY authorized extra services, not reasonably included within the services described in Section 2, as mutually agreed to writing in advance of the incurrence of extra services by CONSULTANT. Unless CITY and CONSULTANT have agreed in writing before the performance of extra services, no liability and no right to claim compensation for such extra services or expenses shall exist. The appli cable hourly rates for extra services shall be at the hourly rates set forth in Exhibit ”B” if one is included as part of this agreement. Any compensation for extra services shall be part of the total compensation and shall not increase the not to exceed amount identified in Section 3.
DocuSign Envelope ID: 8E890DF6-9872-4319-95C8-4D789CCC1F90 17 City of Goleta
Public Works and Filippin Engineering, Inc.
5. CITY PROJECT MANAGER AND SERVICES BY CITY
The services to be performed by CONSULTANT shall be accomplished under the general direction of, and coordinate with, CITY's "Project Manager", as that staff person is designated by CITY from time to time, and who presently is Debbie Talarico, Project M anager shall have the authority to act on behalf of the CITY in administering this AGREEMENT but shall not be authorized to extend the term of the AGREEMENT or increase the not to exceed amount.
6. T ERM, PROGRESS AND COMPLETION
The term of t his AGREEMENT is from the date first written above to June 30, 2023, unless term of this AGREEMENT is extended, or the AGREEMENT is terminated as provided for herein.
CONSULTANT shall not commence work on the services to be performed until (i) CONSULTANT furnishes proof of insurance as required by Section 10 below, and (ii) CITY gives written authorization to proceed with the work provided by CITY's Project Manager.
7. O WNERSHIP OF DOCUMENTS
All drawin gs, designs, data, photographs, reports and other documentation (other than CONSULTANT 's drafts, notes and internal memorandum), including duplication of same prepared by CONSULTANT in the performance of these services, are the property of CITY . CITY shall be entitled to immediate possession of the same upon completion of the work under this AGREEMENT, or at any earlier or later time when requested by CITY. CITY agrees to hold CONSULTANT harmless from all damages, claims, expenses, and losses arising out of any reuse of the plans and specifications for purposes other than those described in this AGREEMENT , unless written authorization of CONSULTANT is first obtained.
8. PER
SONAL SERVICES/NO ASSIGNMENT/SUBCONTRACTOR
This AGREEMENT is for professional services which are personal to CITY. Kevin Con nors, P.E., Prin cipal Engineer , is deemed to be specially experienced and is a key member of CONSULTANT' s firm and shall be directly involved in the performance of this work. This key person shall communicate with, and p eriodically 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.
DocuSign Envelope ID: 8E890DF6-9872-4319-95C8-4D789CCC1F90 18 City of Goleta
Public Works and Filippin Engineering, Inc.
9. HOLD HARMLESS AND INDEMNITY
(a) Hold Harmless for CONSULTANT's Damages. CONSULTANT holds CITY, its elected officials, officers, agents, and employees, harmless from all of CONSULTANT's 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 A GREEMENT, 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 injur y, wrongful death, general liability, automobile, infringement of copyright/patent/trademark, or professional errors and omissions arising out of, directly or indirectly, an error, negligence, or omission of CONSULTANT or any of CONSULTANT’s officers, agen ts, 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 wit ness 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 t he 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 w ith insurers authorized to do business in the State of California with an A.M. Best and Company rating of A - or better, Class V II or better, or as 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 DocuSign Envelope ID: 8E890DF6-9872-4319-95C8-4D789CCC1F90 19 City of Goleta
Public Works and Filippin Engineering, Inc.
2004 and with minimum limits of $1,000,000 per occurrence and $2,000,000 general aggregate.
b) Insurance Services Office form number CA 00 01 or equivalent covering Automobile Liability, including hired and non- owned automobile liability with a minimum limit of $1,000,000 per accident. If the Service Provider owns no vehicles, this requirement may be satisfied by a non- owned and hired auto endorsement to Service Provider’s commercial general liability policy.
c) Workers’ Compensation insurance complying with California worker’s compensation laws, including statutory limits for workers’ compensation and an Employer’s Liability limit of $1,000, 000 per accident or disease.
d) Professional liability insurance that covers the services to be performed in connection with this agreement, in the minimum amount of $1,000,000 per claim.
Liability insurance policies required to be provided by CONSULTANT hereunder shall contain or be endorsed to contain the following provisions:
a) Except for professional liability insurance, CITY, its employees, officials, agents, and member agencies shall be covered as additional insureds. Coverage shall apply to any and all liability arising out of the work performed or related to the contract. Additional insured status under the general liability requirement shall be provided on Insurance Services Office Form CG 20 10, with an edition date prior to 200 4, or its equivalent. Additional insured status for completed operations shall be provided either in the additional insured form or through another endorsement such as CG 20 37, or its equivalent.
b) General and automobile liability insurance shall apply separately to each insured against whom a claim is made, or suit is brought, except with respect to the limits of the insurer’s liability. Coverage will not be limited to CITY’s vicarious liability.
c) Professional liability insurance policies inception date, continuity date, or retroactive date must be before the effective date of this agreement. CONSULTANT agrees to maintain continuous coverage through a period no less than three years after completion of the services required by this agreement.
d) Except for professional liability insurance, liability coverage shall be primary and non-contributing with any insurance maintained by CITY.
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Public Works and Filippin Engineering, Inc.
e) Evidence of coverage (including the workers’ compensation and employer’s liability policies) shall provide that coverage shall not be suspended, voided, canceled, or reduced in coverage or in limits except after 30 days’ prior written notice has been given to CITY.
Such provision shall not include any limitation of liability of the insurer for failure to provide such notice.
f) No liability insurance coverage provided to comply with this AGREEMENT shall prohibit CONSULTANT , or CONSULTANT’s
employees, or agents, from waiving the right of recovery prior to a loss. CONSULTANT waives its right of recovery against CITY.
g) CONSULTANT agrees to deposit with CITY within fifteen days of Notice to Proceed of the Contract certificates of insurance and required endorsements.
h) There shall be no recourse against CITY for payment of premiums or other amounts with respect to the insurance required to be provided by CONSULTANT hereunder. Any failure, actual or alleged, on the part of CITY to monitor compliance with these requirements will not be deemed as a waiver of any rights on the part of CITY . CITY has no additional obligations by virtue of requir ing 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 c ompensation insurance, withholding taxes, unemployment insurance, and any other employer obligations associated with the described work.
DocuSign Envelope ID: 8E890DF6-9872-4319-95C8-4D789CCC1F90 21 City of Goleta
Public Works and Filippin Engineering, Inc.
12. CORRECTIONS
In addition to the above indemnification obligations, CONSULTANT shall correct, at its expense, all errors in the work that may be disclosed during CITY's review of CONSULTANT's report or plans. Should CONSULTANT fail to make such correction in a reasonably timely manner, such correction shall be made by CITY, and the cost thereof shall be charged to CONSULTANT or withheld from any funds due to CONSULTANT hereunder.
13. TERMINATION BY CITY
CITY, by notifying CONSULTANT in writing, may upon 10 calendar days’ notice, terminate without cause any portion or all of the services agreed to be performed under this AGREEMENT. If termination is for cause, no notice period need be given. In the event of termination, CONSULTANT shall have the right and obligation to immediately assemble work in progress for the purpose of closing out the job. All compensation for actual work performed and charges outstanding at the time of termination shall be payable by CITY to CONSULTANT within 30 days following submission of a final statement by CONSULTANT unless termination is for cause. In such event, CONSULTANT shall be compensated only to the extent required by law.
14. ACCEPTANCE OF FINAL PAYMENT CONSTITUTES RELEASE
The acceptance by CONSULTANT of the final payment made under this AGREEMENT shall operate as and be a release of CITY from all claims and liabilities for compensation to CO NSULTANT 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 an d/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by CITY for any defect or error in the work prepared by CONSULTANT , its employees, subcontractors, agents and consultants.
15. AUDIT OF RECORDS
At any time during normal business hours and as often as it may deem necessary, CONSULTANT shall make available to a representative of CITY for examination of all its records with respect to all matters covered by this AGREEMENT and will permit CIT Y t o 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.
DocuSign Envelope ID: 8E890DF6-9872-4319-95C8-4D789CCC1F90 22 City of Goleta
Public Works and Filippin Engineering, Inc.
16. WAIVER; REMEDIES CUMULATIVE
Failure by a party to insist upon the strict performance of any of the provisions of this AGREEMENT by the other party, irrespective of the length of time for which such failure continues, shall not constitute a waiver of such party 's right to demand strict compliance by such other party in the future. No waiver by a party of a default or breach of the other party shall be effecti ve or binding upon such party unless made in writing by such party, and no such waiver shall be implied from any omissions by a party to take any action with respect to such default or breach. No express written waiver of a specified default or breach shall affect any other default or breach, or cover any other period of time, other than any default or breach and/or period of time specified. All of the remedies permitted or available to a party under this AGREEMENT , or at law or in equity, shall be cumulative and alternative, and invocation of any such right or remedy shall not constitute a waiver or electi on 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 par ties.
Wherever required by the context, the singular shall include the plural and vice versa, and the masculine gender shall include the feminine or neutral genders or vice versa.
19. MITIGATION OF DAMAGES
In all situations arising out of this AGREEMENT , the parties shall attempt to avoid and minimize the damages resulting from the conduct of the other party.
20. GOVERNING LAW
This AGREEMENT, and the rights and obligations of the parties, shall be governed and interpreted in accordance with the laws of the Stat e of California.
Should litigation occur, venue shall be in Superior Court of Santa Barbara County.
DocuSign Envelope ID: 8E890DF6-9872-4319-95C8-4D789CCC1F90 23 City of Goleta
Public Works and Filippin Engineering, Inc.
21. NONDISCRIMINATION
CONSULTANT shall not discriminate on the basis of race, color, gender, gender identity/expression, pregnancy, sexual orientation, disab ility, 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. U SE 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 perform ance 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.
DocuSign Envelope ID: 8E890DF6-9872-4319-95C8-4D789CCC1F90 24 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 vent urers, insurance carriers and any others who may claim through it to this AGREEMENT.
29. ENTIRE AGREEMENT BET WEEN PARTIES
Except for CONSULTANT'S proposals and submitted representations for obtaining this AGREEMENT, this AGREEMENT supersedes any other agreements, either oral or in writing, between the parties hereto with respect to the rendering of services and contains all of the covenants and agreements between the parties with respect to said services.
30. PARTIAL INVALIDITY
If any provision in this AGREEMENT is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.
31. NOTICES
Any notice required to be given hereunder shal l be deemed to have been given by depositing said notice in the United States mail, postage prepaid, and addressed as follows:
TO CITY: Attention: Michelle Greene, City Manager
City of Goleta
130 Cremona Drive, Suite B
Goleta, CA 93117
TO CONSULTANT: Filippin Engineering, Inc.
354 S. Fairview Avenue, D
Goleta, CA 93117
32. COUNTERPARTS AND ELECTRONIC/FACSIMILE SIGNATURES
This Agreement may be executed in several counterparts, which may be facsimile or electronic copies. Each 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
Public Works and Filippin Engineering, Inc.
DocuSign Envelope ID: 8E890DF6-9872-4319-95C8-4D789CCC1F90 25 City of Goleta
Public Works and Filippin Engineering, Inc.
CIT
Y OF GOLETA CONSULTANT
_________
____________________ _____________________________
Michelle Greene, City Manager Gino Filippin, P.E.
Principle Civil Engineer
AT
TEST
_____________________________ _____________________________ Deborah Lopez, City Clerk Kelly Wheeler, Vice President APPRO
VED AS TO FORM:
MEGAN GARIBALDI, CITY ATTORNEY
_________
____________________
Winnie Cai, Assistant City Attorney
DocuSign Envelope ID: 8E890DF6-9872-4319-95C8-4D789CCC1F90 26 City of Goleta
Public Works and Filippin Engineering, Inc.
EXHIBIT “A”
SC
OPE OF WORK
Pre-Construction Services:
Consultant shall provide the following tasks to be performed prior to the construction phase:
• Pre-Construction Conference – Coordinate and chair the Pre- construction Conference. Schedule meeting and provide notices to project participants prior to the start of any field activities. Prepare and distribute minutes of the conference.
• Docum
ent Control – Establish document control procedures and Construction Management procedures to ensure organized, complete, and effective construction management and documentation at the onset and throughout the project duration.
Construction Phase Services:
During the construction phase of the project, Consultant’s team shall perform construction management and observation, in addition to those requested by City staff during the course of construction, as follows:
• Site Management & Construction Phase Communication -
Establish and implement coordination and communication procedures among City, other permitting agencies, property owners, Consultant, and Contractors.
• Const
ruction Administration Procedures – On all projects
administered by Consultant, the Caltrans Local Assistance Procedures Manual shall be utilized as a basis for construction document control, modifying as necessary for any agency or funding-specific requirements.
Consultant shall utilize the Construction Management procedures for reviewing and processing request for clarifications and interpretations of the Contract Documents; shop drawings, samples, and other submittals; contract schedule adjustments; change order proposals; written proposals for substitutions; payment applications; and the maintenance of logs. As City’s representative at the construction site, Consultant shall be the party to whom all such information shall be submitted.
• Revi
ew of Requests for Information, Shop Drawings, & Other
Submittals - Review the Contractors' requests for information, shop drawings, samples, and other submittals to determine the anticipated effect on compliance with the Project requirements, the Project and Construction Budget, and the Baseline Schedule. Forward to the City as appropriate for review of the request for clarification or interpretation, shop drawing, sample, or other submittals, along with Consultant’s comments.
DocuSign Envelope ID: 8E890DF6-9872-4319-95C8-4D789CCC1F90 27 City of Goleta
Public Works and Filippin Engineering, Inc.
Consultant comments shall not relate to design considerations, but rather to matters of constructability, cost, sequencing, scheduling, and time of construction. Return all information received from the City in a timely manner to the Contractor.
• Change Order Management - The Consultant’s approach in managing change orders involves the Construction Manager/Inspector constantly communicating with the Contractor to ensure that project issues are surfaced and addressed in a timely manner. If an issue does arise where the Contractor feels it is out of the contract requirements, the Construction Manager/Inspector shall assess the concern promptly and coordinate with the Contractor and City Project Manager to evaluate the Notice of Potential Claim (NOPC). The Consultant Construction Manager shall assist the City Project Manager through the formal processing of any NOPCs on the project. The Consultant’s approach is to continually work to resolve any project claims prior to completion of the contract in an effort to avoid arbitration or litigation at the end of the project. • Claims Assistance - The Consultant shall strive to resolve all NOPCs in a timely manner and avoid the claims resolution process.
However, in the event that the Consultant and the Contractor cannot agree to resolve a potential claim, the Consultant shall assist the City in resolving that claim. This task will include researching the project records to obtain any pertinent information and analyzing and summarizing the facts in a claim summary report that includes a recommended course of action for the City. If, after review of the claim summary report, the City and the Contractor still cannot come to a settlement, the Consultant shall assist the City in developing a strategy that could involve resolving the claim by way of negotiation, a dispute resolution board, arbitration, or litigation on a time and materials basis.
• Jobsite Progress Meetings – Conduct weekly progress meetings to review progress and quality, notify the attendees of any contractor deficiencies, determine availability of labor, material, and equipment for upcoming work, coordinate utility outages and site disruptions, and address coordination matters. Additional special meetings may be required to address special issues and conditions and to address special coordination conditions. Consultant shall chair these meetings, conduct each meeting according to published agenda, and have minutes prepared and promptly distributed. Minutes will detail action items, the discussions that ensued, and announce the time and date of the next meeting. • Cont
ractor's Construction Schedule - Consultant shall review the Contractor's Construction Schedule and shall verify that the schedule is prepared in accordance with the requirements of the Contract Documents and that it establishes completion dates that comply with the requirements DocuSign Envelope ID: 8E890DF6-9872-4319-95C8-4D789CCC1F90 28 City of Goleta
Public Works and Filippin Engineering, Inc.
of the approved Baseline Schedule. In addition, Consultant shall track conformance with the project schedule, requiring submission of a make-up schedule if necessary, to keep the project on track for completion within the time deadlines.
• Progress Payments - Consultant shall review the payment applications submitted by each Contractor and determine whether the amount requested reflects the progress of the Contractor's work.
Consultant shall make appropriate adjustments to each payment application and shall prepare and forward to City a Progress Payment Report. The Report shall state the total contract price, payments to date, current payment requested, retainage and actual amounts owed for the current period.
• Photographs - Provide photographic documentation of project site prior to, during, and after construction.
• Reports - Prepare weekly statements of working days and daily observation reports, and other reports related to field services requested by City staff.
• Field Observation - Provide full-time detailed field observation services to verify compliance and conformance with the contract documents. Daily construction reports shall be completed.
• Traffic Control and Public Safety – Coordinate with City of Goleta for review of traffic control and public safety plans. Monitor throughout construction for compliance with the approved plans and safety laws and regulations. Review all detour, lane closures, temporary access, signing, delineation and traffic control as necessary. Report deficiencies to Contractor.
• Public Relations – Perform public relations and outreach as necessary to the surrounding community. The Consultant is sensitive to the need to be good neighbors, being proactive, responsive, and informative.
• Coordination – Perform coordination between the City, permitting agencies, property owners, materials testing laboratory, surveyor (assumed to be City staff currently), and other stakeholders or agencies as necessary throughout the project. On this project, coordination will be most especially important during the Engineer’s direction to the Contractor on gradation and placement of proposed materials. Consultant’s field personnel shall watch this coordination closely and involve City staff as necessary to try and catch any potential issues between the Engineer’s DocuSign Envelope ID: 8E890DF6-9872-4319-95C8-4D789CCC1F90 29 City of Goleta
Public Works and Filippin Engineering, Inc.
direction and the Contractor’s anticipated operations as quickly and efficiently as possible.
• Labor Compliance – The Office Engineer shall perform labor compliance checks as recommended by the Caltrans Construction Manual and the Caltrans Local Assistance Procedures Manual, including labor compliance interviews for the prime contractor and subcontractors, review of certified payrolls, and notifications of any observed labor non- compliances so that sanctions can be imposed per City (and/or Caltrans, per standard specifications as applicable) policy.
Close-out
Services:
The Consultant shall address the need for the following services during the construction close-out phase:
• Reports - Prepare reports that may be required during the final acceptance and project closeout.
• Final Inspection and Punch list - Provide final inspection and prepare list of project construction deficiencies for resolution by Contractor.
• Construction Approval/Acceptance - Make recommendations to City regarding final project approval and acceptance.
• Final Payment - Make recommendations regarding Contractor's final progress payment request. Prepare final progress payment report for submission to the City.
• Project Closeout - Prepare documentation needed for project closeout. Deliver all project documentation to City.
DocuSign Envelope ID: 8E890DF6-9872-4319-95C8-4D789CCC1F90 30 City of Goleta
Public Works and Filippin Engineering, Inc.
EXHIBIT “B”
RATE SCHEDULE
EFFECTIVE JULY 1, 2022 to JUNE 30, 2023
Engineering
Construction Management
Engineering Technician $ 110.00 Assistant Construction Manager $ 165.00 Senior Engineering Technician $ 120.00 Associate Construction Manager $ 170.00 Senior Construction Manager $ 195.00
Junior Engineer $ 155.00 Principal Construction Manager $ 205.00 Assistant Engineer $ 170.00 Senior Construction Inspector (PW) $ 155.00 Associate Engineer $ 180.00 Chief Inspector/Owner’s Rep (PW) $ 160.00 Senior Engineer $ 190.00 (PW) Prevailing Wage
Principal Engineer $ 210.00
General
Technical/Clerical Support $ 110.00
Office Engineer $ 120.00
Senior Program Manager $ 190.00
DocuSign Envelope ID: 8E890DF6-9872-4319-95C8-4D789CCC1F90 31