Approval of Professional Service Agreements and Amendments for the Ellwood Mesa-Sperling Preserve Open Space Monarch Butterfly Habitat Management Plan

Agenda Item C.1

DISCUSSION/ACTION ITEM
Meeting Date: October 17, 2023
TO: Mayor and Councilmembers
FROM: Charles W. Ebeling, Public Works Director
CONTACT: George Thomson, Parks and Open Space Manager
Andrew Fuller, Senior Civil Engineer
SUBJECT: Approval of Professional Service Agreements and Amendments for the Ellwood Mesa /Sperling Preserve Open Space Monarch Butterfly Habitat Management Plan
RECOMMENDATION:

A. Authorize the City Manager to execute Amendment No. 2 to Agreement No. 2021-056 with Althouse and Meade, Inc., for butterfly aggregation site assessments and habitat enhancement recommendations, increasing the contract amount by $535,850 for a new total not-to-exceed amount of $1,042,604 and with a termination date of June 30, 2025;
B. Authorize the City Manager to execute Amendment No. 2 to Agreement No. 2021-063 with Rincon Consultants, Inc., for biologist, GIS, and permitting services, increasing the contract amount by $437,881 for a new total not-to-exceed amount of $1,162,392 and with a termination date of June 30, 2025;
C. Authorize the City Manager to execute Amendment No. 1 to Agreement No. 2022-096 with Storrer Environmental Services, LLC, for on-call biological survey and monitoring, increasing the contract amount by $44,999 for a new total not -to-exceed amount of $89,998 and with a termination date of June 30, 2025;
D. Authorize the City Manager to execute a Professional Services Agreement with University of California Santa Barbara Cheadle Center for Biodiversity and Ecological Restoration for habitat restoration and enhancement services for a not-to-exceed amount of $631,800 and with a termination date of June 30, 2025; E. Authorize the City Manager to execute a Purchase Agreement with Cal ifornia Polytechnic State University for new eucalyptus trees in the amount of $66,577.50; and
F. Approve a budget appropriation of $250,000 from account 10 -90-9115-57071 to account 101-90-9112-57070 as identified in the fiscal impact section of the report. 1 Meeting Date: October 17, 2023

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BACKGROUND:

On March 19, 2019, City Council adopted the Ellwood Mesa/Sperling Preserve Open Space Monarch Butterfly Habitat Management Plan (MBHMP). The MBHMP is a comprehensive, programmatic approach to management, enhancement, and monitoring of the monarch butterfly seasonal aggregation areas and supporting habitats at the Ellwood Mesa Open Space. The MBHMP outlines various programs intended to maintain and improve habitat conditions to ensure long -term viability of the monarch butterfly population, while allowing for coastal access, natural history education, compatible recreational opportunities, and improvement of public safety.

On June 15, 2021, City Council ap proved professional service agreements with RRM Design Group, Rincon Consultants, Inc. (Rincon) and Althouse and Meade, Inc. (Althouse and Meade) to provide technical expertise, permitting assistance, and construction plans to implement the MBHMP. The technical team has completed extensive habitat mapping, regulatory agency permit applications, critical infrastructure improvement designs, and habitat enhancement plans.

On August 16, 2022, City Council approved amendments to professional service agreements with RRM Design Group, Rincon, and Althouse and Meade to allow for the project team to continue community outreach, finalize the C oastal Development Permit (CDP) application, and complete the first phase of project implementation monitoring and reporting.

DISCUSSION:

The proposed contracts and amendments to existing contracts allow for the project team to finalize permit applications to governing agencies and implement Phase 1 of the MBHMP as outlined in the CDP.

Althouse and Meade, Inc.

Althouse and Meade provide expertise in the assessment and design of monarch butterfly habitat improvements at Ellwood Mesa. Specifically, Althouse and Meade has detailed tree size and counts, forest canopy structure, dead/alive tree status, and wind and sunlight infiltration into the aggregation areas to inform the landscape plans, vegetative fuels maintenance plans, and longer-term site maintenance requirements. Public Works staff recommend approval of an amendment with Althouse and Meade Agreement No. 2021-056 to continue to provide science-based recommendations to:
 Protect and enhance monarch sites at Ellwood;
 Lead project outreach and community engagement events related to technical monarch habitat site management issues;
 Conduct site monitoring, research, and adaptive management;  Serve as the City’s expert technical consultant for monarch butterfly issues during the permit application/regulatory agency phase; and
2 Meeting Date: October 17, 2023

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 Provide specific recommendations for tree planting locations and other habitat enhancements during construction to maximize benefits to monarch butterflies.

Amendment No. 2 will increase the contract authority by $535,850 for a new total not-to- exceed amount of $ 1,042,604, with a current termination date of June 30, 2025 (Attachment 1). Amendment No. 1 and Professional Services Agreement 2021 -056 with Althouse and Meade is provided in Attachment 2. If approved, the total agreement will span four calendar years and cover concept, preliminary, and final design stages, as well as the Phase 1 construction phase.

Rincon Consultants, Inc.

Rincon provides a range of technical assistance in the areas of permit applications and reporting, botanical surveys, certified arborist services, native plant restoration planning, data management, technical writing, wetland jurisdictional mapping, and bid support during the implementation phases of the MBHMP. During the next phase of the project, Rincon will be primarily responsible for permit applications to the California Coastal Commission, Army Corps of Engineers, Regional Water Quality Control Board, California Department of Fish and Wildlife, and City of Goleta , as well as permit requirements for annual reporting associated with the project Mitigation Monitoring and Reporting Program. Rincon will also provide onsite monitoring during construction, respond to RFI’s, and advise the City on longer term maintenance plan permitting after construction is complete. Lastly, Rincon provides biologists to perform the bi -monthly monarch butterfly population counts during the overwintering season at Ellwood Mesa. Public Works staff recommend approval of Amendment No. 2 to Agreement No. 2021- 063, increasing the contract authority by $437,881 for a new total not-to-exceed amount of $1,162,392, with a current termination date of June 30, 2025 ( Attachment 3). Amendment No. 1 and Professional Services Agreement 2021-063 with Rincon is provided in Attachment 4.

Storrer Environmental Services, LLC

Storrer Environmental Services, LLC (S torrer) provides services that generally include on-call biological survey and monitoring such as pre -work surveys , monitoring of maintenance activities during implementation, preparation of surv ey and inspection reports and providing recommendations to avoid incidental impacts to plant and wildlife habitat. A key component of Storrer’s work is pre-construction activity nesting bird surveys and avoidance protocols. Public Works staff recommends Storrer continue to provide these services in the Phase 1 Implementation of the MBHMP. Public Works staff also recommend approval of Amendment No. 1 to Agreement 202 2-096, increasing the contract authority by $ 44,999 for a new total not -to-exceed amount of $89,998, with a current termination date of June 30, 2025 ( Attachment 5). The original Professional Services Agreement No. 2022-096 with Storrer is provided in Attachment 6.

UCSB Cheadle Center for Biodiversity and Ecological Restoration

The University of California Santa Barbara (UCSB) Cheadle Center for Biodiversity and Ecological Restoration (UCSB Cheadle Center ) will provide habitat restoration and 3 Meeting Date: October 17, 2023

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enhancement services in support of the MBHMP. Specific tasks include, but are not limited to site maintenance, irrigation, weed eradication, restoration planning and implementation, interpretive programming, native seed collection and plant propagation, and collaboration with the larger management team and community. Public Works staff recommend execution of a professional services agreement for an amount not to exceed $631,800, with a current termination date of June 30, 2025 (Attachment 7).

Cal Poly State University

California Polytechnic State University (Cal Poly) San Luis Obispo will provide new eucalyptus trees for planting as a part of the habitat restoration work . Sourcing trees for the project from Cal Poly ensures pesticides are not used, which otherwise could expose monarch butterflies to systemic toxins, thereby undermining the intent of the project. In addition, students at Cal Poly involved with the project have an opportunity to partake in environmental stewardship and conversation efforts, furthering the City’s goal of community participation and sustainability. Three eucalyptus species will be grown for the project. The UCSB Cheadle Center will also feature educational components of the project for the wider Goleta and UCSB communities and will be providing native tree species for planting on site. Public Works staff recommend exec ution of a purchase agreement for an amount not to exceed $66,577.50 (Attachment 8).

FISCAL IMPACTS:

The total estimated costs and funding sources associated with the agreements and amendments identified in this report are listed in the tables below.

Table 1: Estimated Project Costs

Project Delivery Phase Project Cost Funding Source Funding Amounts Conceptual Design $1,650,000 General Fund (101) $200,000 Environmental $825,000 MBHMP Grant (322) $3,900,000
Final Design $1,375,000 Unfunded $6,405,000
Construction $6,655,000

Total Project $10,505,000 Total By Fund $10,505,000

Total project cost is contingent on project construction phasing, future project elements yet to be scoped, such as additional pedestrian creek crossings or butterfly aggregation site habitat restoration not currently included in the Phase 1 Implementation Plan. Some additional factors likely to impact final construction costs include escalating market costs, per unit pricing for certain project elements (economies of scale), and regulatory agency final permit requirements. Additional grant funding opportunities will be sought by City staff to reduce fiscal impacts to the City’s General Fund.

4 Meeting Date: October 17, 2023

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Table 2 – Althouse and Meade, Inc.

Project Components Estimated
Costs
Funding Source Funding
Amounts
Original Agreement $245,000 CA Coastal Conservancy
Grant - Design $770,739.25
Amendment No. 1 $261,754 CA Coastal Conservancy
Grant - Construction $154,400.00
Amendment No. 2 $535,850 General Fund $117,464.75
Total $1,042,604 Total $1,042,604.00

Table 3 – Rincon Consultants, Inc.

Project Components Estimated
Costs
Funding Source Funding
Amounts
Original Agreement $158,000 CA Coastal Conservancy
Grant - Design $724,511
Amendment No. 1 $566,511 CA Coastal Conservancy
Grant - Construction $180,268
Amendment No. 2 $437,881 General Fund $257,613
Total $1,162,392 Total $1,162,392

Table 4 – Storrer Environmental Services, LLC

Project Components Estimated
Costs
Funding Source Funding
Amounts
Original Agreement $44,999 CA Coastal Conservancy
Grant - Design $44,999
Amendment No. 1 $44,999 CA Coastal Conservancy
Grant - Construction $44,999
Total $89,998 Total $89,998

Table 5 – UCSB Cheadle Center for Biodiversity and Ecological Restoration

Project Components Estimated
Costs
Funding Source Funding
Amounts
Original Agreement $631,800 CA Coastal Conservancy
Grant - Construction $631,800
Total $631,800 Total $631,800

5 Meeting Date: October 17, 2023

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Table 6 – Cal Poly SLO

Project Components Estimated
Costs
Funding Source Funding
Amounts
Purchase Agreement $66,577.50 General Fund $66,577.50
Total $66,577.50 Total $66,577.50

Table 7: Project Funding

MBHMP Budget FY 23/24
Fund Type Account Current
Budget *
YTD Actuals/
Encumbrance
Requested
Appropriations
Total
Available
Budget
General Fund 101-90-9112-
57070
$200,000.00 $0.00 $250,000.00 $450,000.00
CA Coastal
Conservancy
Grant -
Design
322-90-9112-
57070
$807,601.96 $543,616.71 $0.00 $263,985.25
CA Coastal
Conservancy
Grant -
Construction
322-90-9112-
57071
$1,590,017.79 $0.00 $0.00 $1,590,017.79
Total $2,597,619.75 $543,616.71 $250,000.00 $2,304,003.04 *Includes Projected FY 22/23 carryovers.

ALTERNATIVES:

City Council can choose to direct staff to solicit technical services from other consultant firms. However, this will cause additional delay for the implementation of the MBHMP.

Reviewed By: Legal Review By: Approved By:

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

6 Meeting Date: October 17, 2023

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ATTACHMENTS:

1. Amendment No. 2 to Professional Services Agreement 2021-056 with Althouse and Meade, Inc.

2. Amendment No. 1 and Professional Services Agreement 2021-056with Althouse and Meade, Inc.

3. Amendment No. 2 to Professional Services Agreement 2021-063 with Rincon Consultants, Inc.

4. Amendment No. 1 and Professional Services Agreement 2021 -063 with Rincon Consultants, Inc.

5. Amendment No. 1 to Professional Services Agreement 2022-096 with Storrer Environmental Services, LLC.

6. Professional Services Agreement 2022-096 with Storrer Environmental Services, LLC.

7. Professional Services Agreement with UCSB Cheadle Center for Biodiversity and Ecological Restoration.

8. Purchase Agreement with Cal Poly State University

7 ATTACHMENT 1

Amendment No. 2 to Professional Services Agreement No. 2021-056 with Althouse and Meade, Inc.

8 AMENDMENT NO. 2

TO A PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF GOLETA
AND
ALTHOUSE AND MEADE, INC.

This Amendment No. 2 to the Professional Services Agreement by and between the City of Goleta, a municipal corporation (“City”) and Althouse and Meade, Inc. (“Consultant”) dated June 15, 2021 (“Agreement,” Agreement No. 2021-056) is made on this 17th day of October, 2023.

SECTION A. RECITALS

1. This Agreement is for the Ellwood Mesa Monarch Butterfly Habitat Management Plan Area; and

2. This Agreement has been amended to provide for additional services and additional compensation (Amendment No. 1); and

3. The Agreement currently provides in Section 3 Subsection (a) for th e total compensation amount not to exceed $506,754; and

4. The parties desire to amend the Agreement so as to provide for additional compensation in the amount of $535,850 for additional tasks; and

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

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

7. The Agreement currently provides in Exhibit B -1 entitled “Compensation” the hour ly rates; and

8. The parties desire to amend Exhibit B -1 of the Agreement to identify the new hourly rates, attached as “Exhibit B-2”; and

9. City Council approved this Amendment No. 2, on this 17th day of October, 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: 603D0615-EE6C-4772-882D-C2BA478CD4B6 9 1. Subsection (a) of Section 3. COMPENSATION AND PAYMENT of the Agreement is amended to add an additional authorized amount of $535,850 and to read in its entirety:
(a) Maximum and Rate. The total compensation payable to CONSULTANT by CITY for the services under this AGREEMENT SHALL NOT EXCEED the sum of $1,042,604 (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 -2," attached and incorporated herein. The rates and expenses set forth in that exhibit shall be binding upon CONSULTANT until June 30, 2025 , after which any change in said rates and expenses must be approved in writing by CITY's Project Manager as described in Section 5 (CITY is to be given 60 days notice of any rate increase request), provided the not to exceed amount is the total compensation due CONSULTANT for all work described under this AGREEMENT.

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

Exhibit A-1 “Scope of Work” with Exhibit A-2 “Scope of Work” attached hereto and incorporated herein.

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

Exhibit B-1 “Compensation” with Exhibit B-2 “Compensation” attached hereto and incorporated herein.

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

DocuSign Envelope ID: 603D0615-EE6C-4772-882D-C2BA478CD4B6 10 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 LynneDee Althouse, M.S., Principal

ATTEST:

_____________________________
Deborah Lopez, City Clerk

APPROVED AS TO FORM:

MEGAN GARIBALDI, CITY ATTORNEY
_____________________________
Scott Shapses, Deputy City Attorney

DocuSign Envelope ID: 603D0615-EE6C-4772-882D-C2BA478CD4B6 11 EXHIBIT A-2
Scope of Work

Task 1. Project Management Meetings. Amended to continue task:

Participate in project meetings with City of Goleta, consultant team, and contractors. Provide summary memos as issues arise, contribute to and review design work and plants for monarch aggregation sites and other locations on Ellwood Mesa. Cost Estimate: $88,200

Assumptions
We are assuming project meetings for 3 hours per week for 60 weeks over two years for LynneDee Althouse, Kyle Nessen, and Charis van der Heide for a total of 540 hours. These meetings are planned to be weekly until June 2023 and then decrease in frequency.

Deliverables
LynneDee Althouse, Kyle Nessen, and Charis van der Heide to attend meetings as directed by the City either in person or by call-in. Provide expertise, information, Ellwood Work Program AM Project #1107; Agreement 2021-056 HMP Scope of Work 2
historical perspective, and recommendations to benefit project planning and monarch butterfly habitat restoration.

Task 2. Prepare Request for Proposals (RFxs), Interviews, and Contracts. Assist with the development of of the Maintenance Plan for the Ellwood Mesa groves. Request for Bids, Request for Proposal, and other solicitations for contractor and consultant work.

Deliverables: Review, edit and provide RFxs prepared by the City and provide guidance regarding contractor and consultant work plans to ensure consistency with the MBHMP.

Task 3. Site Inspections. Review plans and contribute to design and permitting question resolutions. Conduct on the ground site inspections at Ellwood Mesa for project planning.

Provide analysis of GIS data and produce additional GIS products as needed.

Deliverables: Written responses, figures, exhibits, plan notations, and communications regarding Planting exhibits for butterfly tree restoration locations and pollinator enhancements, memos and communications regarding aggregation enhancement and grove management measures.

Amended to include:

Conduct on-the-ground site inspections at Ellwood Mesa for project planning and monarch butterfly surveys. Support with placement of flags for trees planting locations. Collect data to inform annual progress reports (2). Cost estimates: $51,100

We assume site visits and inspections to be a total of 360 hours LynneDee Althouse, Kyle Nessen, Charis van der Heide, and Daniel Keeley. Mileage will be billed at the current 2023 rate of 65.5 cents per mile.

Deliverables
Planting exhibits for butterfly tree restoration locations and pollinator enhancements. Updates on observations from the site inspections and monarch butterfly counts and locations.

DocuSign Envelope ID: 603D0615-EE6C-4772-882D-C2BA478CD4B6 12 Task 4. Grove Assessment with LiDAR. Conduct aerial survey to generate data, including color optical images, multi-spectral, and lidar data and conduct data processing.

Deliverables: Point Cloud, Vectors, and Surface Models from Lidar; Imagery and Vectors from Digital Orthophotos; Tree and Canopy Metrics.

Task 5. Hemispherical photographic assessment of forest canopy structure.

Sampling of forest structure (basal area) through plots and transects and the use of historical photographs from the 1990s will be used to determine wind and insolation parameters. The acceptable environmental envelope for monarchs will be estimated from fine-scale occupancy patterns at Elwood and other sites.

Deliverables: Hemispherical photographs and Hemiview analyses, transect data.

Task 6. Forest Structure Analysis from LiDAR. Provide analyses of information from Lidar data, including windbreak structures, gap structures, forest size structure, and livedead stems and correlate with hemispherical photography and ground transects.

Deliverables: Analysis of current forest conditions, maps and graphics, sample cross sections of structures, correlations with hemispherical photographs, and initial zonation of forest into windbreak, cluster sites, and matrix. Will include a set of initial recommendations for management actions (tree planting, dead tree removal).

Task 7. Climate and forestry analysis. Analyze the intensity of the recent drought, projected droughts, and assessment of the density of trees that can be supported over the coming decades using LANDSAT images and the California Basin Characterization Model that includes annual Climatic Water Deficit.

Deliverables: Time series graphs and statistics, guidelines on desirable range of stem densities for different parts of Elwood complex, Projections of forest growth rates.

Task 8. GIS production. Mapping to synthesize Tasks 1-3 and finalize analysis.

Deliverables: Geodatabase with LiDAR maps, and output maps, tables, and analyses for inclusion in final implementation plan recommendations and report.

Deliverables: GIS data, map layers, analyses, and report graphics and tables.

Task 9. Final Report. Site-specific management plan to define actions such as snag removal and tree planting of various species to create windbreaks and cluster areas within the Ellwood complex; consideration and coordination with other plans (fire, creek restoration); and description of long-term adaptive management planning process.

Deliverables: final report for inclusion in comprehensive implementation plan.

Task 10. Tree Health Multispectral Analysis. Analyze multispectral data of eucalyptus groves collected via aerial survey to assess habitat quality for monarch butterflies. Data will include color and near-infrared orthomosaics of the eucalyptus grove with resolution not exceeding 1 in/px and georeferenced within 10cm accuracy. Analyze the data and report on grove canopy cover, tree health, and changes since data collected previously in 2017. Multi-spectral imagery will identify live foliage and estimate health of that foliage as abundance of chlorophyll in the canopy. Chlorophyll abundance can be compared over a time series to detect tree health and track tree health trajectory.

DocuSign Envelope ID: 603D0615-EE6C-4772-882D-C2BA478CD4B6 13 Deliverables: Multispectral data collection flights, final report and analysis comparing condition to 2017 and setting baseline condition.

Task 11. Collaborative Decisions. Develop habitat enhancement and restoration recommendations and implementation plans for project permitting decisions with expertise regarding monarch butterfly biology and behavior.

Deliverables: project team meetings and communications regarding preferred implementation actions with regards to monarch butterfly biology and behavior.

Task 12. Implementation Work Programs. Participate with project team in preparation of work programs by contractors, city staff, or volunteers.

Deliverables: Review work programs, provide edits and recommendations.

Amended to include:

MBHMP Implementation. Support, advise and track progress MBHMP planting/monitoring.

Develop and inform success criteria for planting. Provide arborist and monarch butterfly biology expertise on trees and monarch butterfly habitat. Prepare annual progress reports (2) on the implementation. Cost estimates: $154,400

Assumptions
We assume tasks for implementation and 2 annual progress reports to be a total of 1,040 hours LynneDee Althouse, Kyle Nessen, Charis van der Heide, and Daniel Keeley.

Deliverables
Two annual progress reports on the implementation. Daily or weekly advice and review of work progress, memos/reports, and planning to minimize the impact of emergency work to monarch butterfly habitat.

Task 13. Project Construction Site visits to guide installation of trees and plants, and provide inspection and monitoring of monarch habitat improvements. Review and comment on work plans. Deliverables On site work to locate and approve planting locations, and confirm project installation conditions. Provide review and written comments for work plans.

Task 14. Monitoring, Research and Adaptive Management. Provide habitat condition evaluation of fire treatment areas following vegetation work. Conduct analysis of grove health twice a year for Ellwood Mesa monarch habitat. Deliverables Report of fire treatment area vegetation clearance effect on habitat. Preliminary report of tree health in spring and annual report comparing changes in the fall to previous grove status based on multi-spectral and full spectrum photography.

Task 15. Planning, Design and Permitting Support. Amended to add task:

Review plans and contribute to design and permitting requirements. Provide analysis of GIS data and produce additional GIS products as needed. Assist with the development of the Implementation Plan Phase 1 and Implementation Plans for the following phases for the Ellwood Mesa over the next two years. Provide our monarch butterfly overwintering habitat expertise. Respond to California Coastal Commission, California Conservancy, Army Corps of Engineers, and other agencies as needed to obtain permit approvals. Cost Estimate: $181,400

DocuSign Envelope ID: 603D0615-EE6C-4772-882D-C2BA478CD4B6 14 We are assuming as needed tasks total of 1,240 hours LynneDee Althouse, Kyle Nessen, Charis van der Heide, Daniel Keeley, and Dr. Francis Villablanca, and Dr. Matt Ritter.

Deliverables
Memos, reports and communications regarding monarch habitat, aggregation enhancement and grove management measures. Review, edit, and provide comments on City maintenance work plans and implementation plans for Ellwood Mesa.

Task 16. Outreach and Education. Amended to add task:

Assist with the preparation, planning, and presentations in public meetings, including City Council meetings, community workshops, community forum with panel discussion, and consultation with community members and groups (FOTEM). Provide information and project support. Present on the progress of the MBHMP implementation, annually for two years.

Cost Estimate: $60,750

Assumptions
We are assuming 6 public meeting events (including the forum in May) for a total of 390 hours for LynneDee Althouse, Kyle Nessen, Charis van der Heide, Daniel Keeley, Dr. Francis Villablanca, and Dr. Matt Ritter. Mileage to attend events will be billed at the current 2023 rate of 65.5 cents per mile.

Deliverables
Attendance and presentations at 6 public meetings, including the forum and 2 annual progress report presentations to City Council.

DocuSign Envelope ID: 603D0615-EE6C-4772-882D-C2BA478CD4B6 15 EXHIBIT B-2

COMPENSATION

Summary of Amended Tasks: Costs
Task 1. Project Management Meetings $88,200
Task 2. Site Inspections $51,100
Task 3. Implementation Work Programs
Task 3.1. MBHMP Implementation $154,400
Task 3.2. Planning, Design and Permitting
Support
$181,400
Task 3.3. Outreach and Education $60,750
Total to be billed on a time and materials
basis – see hourly rates below
$535,850

DocuSign Envelope ID: 603D0615-EE6C-4772-882D-C2BA478CD4B6 16 City of Goleta
Amendment No. 2 to Agreement No.2021-056

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EXHIBIT B-2 (continued)

Hourly Rates:

DocuSign Envelope ID: 603D0615-EE6C-4772-882D-C2BA478CD4B6 17 ATTACHMENT 2

Amendment 1 and Professional Services Agreement No. 2021-056 with Althouse and Meade, Inc.

18 City of Goleta
Amendment No. 1 to Agreement No. 2021-05

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AMENDMENT NO. 1

TO A PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF GOLETA
AND
ALTHOUSE AND MEADE, INC.

This Amendment No. 1 to the Professional Services Agreement by and between the City of Goleta, a municipal corporation (“City”) and ALTHOUSE AND MEADE, INC. (“Consultant”) dated June 15th, 2021 (“Agreement,” Agreement No. 2021-056) is made on this 16th day of August, 2022.

SECTION A. RECITALS

1. This Agreement is for professional design services for a comprehensive implementation plan to manage and enhance the Ellwood Mesa Monarch Butterfly Habitat Management Plan Area; and

2. The Agreement currently provides in Section 3 Subsection (a) for the total compensation amount not to exceed $245,000; and

3. The parties desire to amend the Agreement so as to provide for additional compensation in the amount of $261,754 for continued tasks; and

4. This Agreement is for professional services to add a subcontractor to this amendment in Section 8 personal services/no assignments/subcontractor; and

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

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

7. The Agreement currently provides in Exhibit B entitled “Compensation” the hourly rates; and

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

9. City Council approved this Amendment No. 1, on this 16th day of August, 2022.

Project Name: Ellwood Mesa Monarch Butterfly Habitat Management Plan Implementation 2021-056.1
DocuSign Envelope ID: E153CCFA-2327-4C24-B50A-D7B929F5479E DocuSign Envelope ID: 38DDC66B-25D4-4211-9960-713329CC0036 19 City of Goleta
Amendment No. 1 to Agreement No. 2021-05

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

1. Subsection (a) of Section 3. COMPENSATION AND PAYMENT of the Agreement is amended to add an additional authorized amount of $233,400 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 su
m of $506,754 (herein "not-to-exceed
amount") and shall be earned as the work progresses.

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

2. Section 8. PERSONAL SERVICES/NOASSIGNMENT/SUBCONTRACTOR of the Agreement is amended to add the subcontractor listed below.

PERSONALSERVICES/NOASSIGNMENT/SUBCONTRACTOR
This AGREEMENT is for professional services which are personal to CITY. Daniel Meade is deemed to be specially experienced and is a key member of CONSULTANT's firm and shall be directly involved in the performance of this work. This key person shall communicate with, and periodically report to, CITY on the progress of the work.

Should any such individual be removed from assisting in this contracted work for any reason, CITY may terminate
this AGREEMENT. This AGREEMENT may not be assigned or
subcontracted without the City Manager’s prior written consent. CITY and CONSULTANT agree that the following subconsultant may provide the professional services contemplated by this agreement. x Creekside Center for Earth Observation – Chief Scientist (Stu Weiss)
DocuSign Envelope ID: E153CCFA-2327-4C24-B50A-D7B929F5479E DocuSign Envelope ID: 38DDC66B-25D4-4211-9960-713329CC0036 20 City of Goleta
Amendment No. 1 to Agreement No. 2021-05

Page 3 of 7 ends

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

Exhibit A “Scope of Work” with Exhibit A-1 “Scope of Work” attached hereto and incorporated herein.

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

Exhibit B “Compensation” with Exhibit B-1 “Compensation” attached hereto and incorporated herein.

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

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

Althouse and Meade, Inc.
______________________________
LynneDee Althouse, President
______________________________
Daniel Meade, Vice President
.

CITY OF GOLETA
____________________________
Robert Nisbet, City Manager
ATTEST:
___
__________________________
Deborah Lopez, City Clerk
APPROVED AS TO FORM:

MEGAN GARIBALDI, CITY ATTORNEY
_____________________________
Winnie Cai, Assistant City Attorney
DocuSign Envelope ID: E153CCFA-2327-4C24-B50A-D7B929F5479E DocuSign Envelope ID: 38DDC66B-25D4-4211-9960-713329CC0036 21 Exhibit A-1
Scope of Work
Althouse and Meade, Inc. for Ellwood Mesa Monarch Butterfly Habitat Management Plan Implementation
CONSULTANT shall provide scientific and technical expertise to support the ongoing resource management and habitat enhancement efforts underway by the City of Goleta at the Ellwood Mesa Monarch Butterfly Grov e. The complexity of the Ellwood Mesa Monarch Butterfly Grove requ ires a diverse approach to address regulatory permitting, community engagement, tree management, trail design, protection of sensitive natural resources, fuel reduction, and other issues outlined in the City’s Monarch Butterfly Habitat Management Plan (MBHMP). CONSULTANT provides scientific, biological, and other technical expertise to assist with developing a comprehensive implementation plan that meets the goals and further defines the specific actions outlined in the MBHMP.

Task 1. Project Management Meetings. Participate in project meetings with City of Goleta, consultant team, contractors, and community workshops. Provide summary memos as issues arise, contribute to and review design work and plans for aggregation sites and other locations on Ellwood Mesa.

Deliverables: Attendance by Dr. Meade and Dr. Weiss at meetings as directed by the City either in person or by call-in. Provide expertise, information, historical perspective, and recommendations to benefit project planning and monarch butterfly habitat restoration.

Participate in two Community Workshops.

Deliverables: Review, edit and provide RFxs prepared by the City and provide guidance regarding contractor and consultant work plans to ensure consistency with the MBHMP.

Task 3. Site Inspections. Review plans and contribute to design and permitting question resolutions. Conduct on the ground site inspections at Ellwood Mesa for project planning.

Provide analysis of GIS data and produce additional GIS products as needed.

Deliverables: Written responses, figures, exhi bits, plan notations, and communications regarding Planting exhibits for butterfly tree restoration locations and pollinator enhancements, memos and communications regarding aggregation enhancement and grove management measures.

City of Goleta
Amendment No. 1 to Agreement No. 2021-05

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DocuSign Envelope ID: E153CCFA-2327-4C24-B50A-D7B929F5479E DocuSign Envelope ID: 38DDC66B-25D4-4211-9960-713329CC0036 22 Task 4. Grove Assessment with LiDAR. Conduct aerial survey to generate data, including color optical images, multi-spectral, and lidar data and conduct data processing.

Deliverables: Point Cloud, Vectors, and Surface Models from Lidar; Imagery and Vectors from Digital Orthophotos; Tree and Canopy Metrics.

Task 5. Hemispherical photographic assessment of forest canopy structure.

Deliverables: Hemispherical photographs and Hemiview analyses, transect data.

Task 6. Forest Structure Analysis from LiDAR. Provide analyses of information from Lidar data, including windbreak structures, gap structures, forest size structure, and live- dead stems and correlate with hemispherical photography and ground transects.

Deliverables: Time series graphs and statistics, guidelines on desirable range of stem densities for different parts of Elwood complex, Projections of forest growth rates.

Task 8. GIS production. Mapping to synthesize Tasks 1-3 and finalize analysis.

Deliverables: Geodatabase with LiDAR maps, and output maps, tables, and analyses for inclusion in final implementation plan recommendations and report.

Deliverables: GIS data, map layers, analyses, and report graphics and tables.

Deliverables: final report for inclusion in comprehensive implementation plan.

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will include color and near-infrared orthomosaics of the eucalyptus grove with resolution not exceeding 1 in/px and georeferenced within 10cm accuracy. Analyze the data and report on grove canopy cover, tree health, and changes since data collected previously in 2017. Multi-spectral imagery will identify live foliage and estimate health of that foliage as abundance of chlorophyll in the canopy. Chlorophyll abundance can be compared over a time series to detect tree health and track tree health trajectory.

Deliverables: Multispectral data collection flights, final report and analysis comparing condition to 2017 and setting baseline condition.

Deliverables: project team meetings and communications regarding preferred implementation actions with regards to monarch butterfly biology and behavior.

Task 12. Implementation Work Programs. Participate with project team in preparation of work programs by contractors, city staff, or volunteers.

Deliverables: Review work programs, provide edits and recommendations.

Task 13. Project Construction Site visits to guide installation of trees and plants, and provide inspection and monitoring of monarch habitat improvements. Review and comment on work plans.

Deliverables On site work to locate and approve planting locations, and confirm project installation conditions. Provide review and written comments for work plans.

Deliverables Report of fire treatment area vegetation clearance effect on habitat.

Preliminary report of tree health in spring and annual report comparing changes in the fall to previous grove status based on multi-spectral and full spectrum photography.

DocuSign Envelope ID: E153CCFA-2327-4C24-B50A-D7B929F5479E DocuSign Envelope ID: 38DDC66B-25D4-4211-9960-713329CC0036 24 City of Goleta
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Exhibit B-1
Schedule of Fees
PLOTS The following charges will apply for color paper plots generated by the graphics and GIS systems: $1.00 for 8½xll, $1.25 for llx17, $24.00 for 24x36, and $36.00 for 36x48. There will be a charge of $5.00 for each non-color paper plot and $15.00 for each mylar plot.

REPRODUCTION In-house reproduction will be charged
at $0.10 per page for black and white and $1.00 per page for color.

Labor Category Rate
Principal Scientist $180
Principal Biologist $140
Senior Biologist/Project Manager $115
Range & Plant Scientist $115
Wildlife Biologist/Project Manager $110
Biologist III $90
Biologist II $85
Biologist I $80
Certified Arborist $90
GIS Program Manager $110
Drone Pilot and Drone $140
GIS Applications Specialist $100
GIS Specialist III $95
GIS Specialist II $85
GIS Specialist I $80
Project Coordinator $85
Technical Editor $85
Senior Administrator $80
Administrative Assistant $70
Technician $65
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Project Name: Ellwood Mesa Monarch Butterfly Habitat Management Plan Implementation

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 June, 2021, 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").

WHEREAS, the C ITY has a need for professi onal services for a comprehensive implementation plan to manage and enhance the Ellwood Mesa Monarch Butterfly Habitat Management Plan Area; and
WHEREAS, the CITY does not have the personnel able and/or available to perfor
m the services required under this AGREEMENT, and therefore, the CITY desires to contrac
t for professional services to accomplish this work; and WHEREAS, the C ITY procured these services in compliance with Goleta Municipal Code Section 3.05.260 by selecting CONSULTANT from the City’s pre-authorized qualified consultants list for various professional services, which was compiled from a competitive Request for Proposals/Request for Qualifications (RFP/RFQ) process, approved by City Council on December 3, 2019; and
WHEREAS, the City Council, on this 15 th
day of June, 2021, approved
this AGREEMENT and authorized the City Manager to execute the AGREEMENT.

CITY and CONSULTANT agree as follows:

1. RETENTION AS CONSULTANT
CITY hereby retains CONSULTANT, and CONSULTANT hereby accepts such engagement, to perform the services described in Section 2. CONSULTANT warrants it has the qualifications, experience, and facilities to properly and timely perform said services.

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

Professional Services in conjunction with the Ellwood Butterfly Habitat Management Plan. Services shall generally include biological surveys, mapping, modelling, eucalyptus grove assessments, and recommendations

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to enhance monarch butterfly habitat, 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 $245,000 (herein "not to exceed amount"), and shall be earned as the work progresses on the following basis:

Hourly at the hourly rates and with reimbursement to CONSULTANT for those expenses set forth in CONS ULTANT's Schedule of Fees marked Exhibit "B," attached and incorporated herein. The rates and expenses set forth in that exhibit shall be binding upon CONSULTANT until December 31, 2021, after which any change in said rates and expenses must be approved in writing by CITY's Project Manager as described in Section 5 (CITY is to be given 60 days’ notice of any rate increase request), provided the not to exceed amount is the total compensation due CONSULTANT for all work described under this AGREEMENT.
(b) Payment. CONSULTANT shall provide CITY with written verification of the actual compensation earned, which written verification shall be in a form satisfactory to CITY's Project Manager, as described in Section 5. Invoices shall be made no more frequently than on a monthly basis, and describe the work performed (including a list of hours worked by personnel classification). All payments shall be made within 30 days after CITY’s approval of the invoice.

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 in writing in advance of the incurrence of extra services by CONSULTANT. Unless CITY and CONSULTANT have agreed in writing before the performance of extra services, no liability and no right to claim compensation for such extra services or expenses shall exist.

The applicable hourly rates for extra services shall be at the hourly rates set forth in the compensation exhibit. Any compensation for extra services shall be part of the total compensation and shall not increase the not to exceed amount identified in Section 3.

5. CITY PROJECT MANAGER AND SERVICES BY CITY
The services to be performed by CONSULTANT shall be accomplished under the general direction of, and coordinate with, CITY's "Project Manager", as that staff person is designated by CITY from time to time, and who presently is George Thomson, Parks and Open Space Manager. Project Manager shall have the authority to act on behalf of

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the CITY in administering this AGREEMENT but shall not be authorized to extend the term of the AGREEMENT or increase the not to exceed amount.

6. TERM, PROGRESS AND COMPLETION
The term of this AGREEMENT is from the date first written above to June 30, 2025, unless term of this AGREEMENT is extended, or the AGREEMENT is terminated as provided for herein.

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

CITY agrees to hold CONSULTANT harmles s 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 SERVI CES/NO ASSIGNMENT/SUBCONTRACTOR
This AGREEMENT is for professional services which are personal to CITY. Daniel Meade is deemed to be specially experienced and is a key member of CONSULTANT's firm and shall be directly involved in the performance of this work. This key person shall communicate with, and periodically report to, CITY on the progress of the work. Should any such individual be removed from assisting in this contracted work for any reason, CITY may terminate this AGREEMENT. This AGREEMENT may not be assigned or subcontracted without the City Manager’s prior written consent.

9. HOLD HARMLESS AND INDEMNITY
(a) 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.

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

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

Insurance shall include the following (or broader) coverage:
a) Insurance Services Office Commercial Liability coverage “occurrence” form CG 00 01 or its exact equivalent with an edition date prior to 2004 and with minimum limits of $1,000,000 per occurrence and $2,000,000 general aggregate.
b) Insurance Services Office form number CA 00 01 or equivalent covering Automobile Liability, including hired and non-owned automobile liability with a minimum limit of $1,000,000 per accident. If the Service Provider owns no vehicles, this requirement may be satisfied by a non-owned and hired auto endorsement to Service Provider’s commercial general liability policy. c) Workers’ Compensation insurance complying with California worker’s compensation laws, including statutory limits for workers’ compensation and an Employer’s Liability limit of $1,000,000 per accident or disease.

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

Liability insurance policies required to be provided by CONSULTANT hereunder shall contain or be endorsed to contain the following provisions:
a) CITY, its employees, officials, agents and member agencies shall be covered as additional insureds. Cove rage shall apply to any and all liability arising out of the work performed or related to the contract. Additional insured status under the general liability requirement shall be provided on Insurance Services Office Form CG 20 10, with an edition date prior to 2004, or its equivalent. Additional insured status for completed operations shall be provided either in the additional insured form or through another endorsement such as CG 20 37, or its equivalent.
b) General and automobile liability insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer’s liability. Coverage will not be limited to CITY’s vicarious liability.
c) Professional liability insurance polic ies inception date, continuity date, or retroactive date must be before the effective date of this agreement.

CONSULTANT agrees to maintain continuous coverage through a period no less than three years after completion of the services required by this agreement.
d) Liability coverage shall be primary and non-contributing with any insurance maintained by CITY.
e) Evidence of coverage (including the workers’ compensation and employer’s liability policies) shall provide that coverage shall not be suspended, voided, canceled or reduced in coverage or in limits except after 30 days’ prior written notice has been given to CITY. Such provision shall not include any limitation of liability of the insurer for failure to provide such notice. f) No liability insurance coverage provided to comply with this AGREEMENT shall prohibit CONSULTANT, or 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.

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h) There shall be no recourse against CITY for payment of premiums or other amounts with respect to the insurance required to be provided by CONSULTANT hereunder. Any failure, actual or alleged, on the part of CITY to monitor compliance with these re quirements will not be deemed as a waiver of any rights on the part of CITY. CITY has no additional obligations by virtue of requiring the insurance set forth herein. In the event any policy of insurance required under this AGREEMENT does not comply with these requirements or is canceled and not replaced, CITY has the right but not the duty to obtain the insurance it deems necessary and any premium paid by CITY will be promptly reimbursed by CONSULTANT or CITY will withhold amounts sufficient to pay premium from CONSULTANT payments. i) CONSULTANT agrees to provide immediate notice to CITY of any claim or loss against CONSULTANT arising out of the work performed under this AGREEMENT. CITY assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve CITY.

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

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.

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14. ACCEPTANCE OF FINAL PAYMENT CONSTITUTES RELEASE
The acceptance by CONSULTANT of the final payment made under this AGREEMENT shall operate as and be a release of CITY from all claims and liabilities for compensation to CONSULTANT for anything done, furnished, or relating to CONSULTANT'S work or services. Acceptance of payment shall be any negotiation of CITY's check or the failure to make a written extra compensation claim within 10 calendar days of the receipt of that check. Howeve r, approval or payment by CITY shall not constitute, nor be deemed, a release of the responsibility and liability of CONSULTANT, its employees, subcontractors, agents and CONSULTANTs for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by CITY for any defect or error in the work prepared by CONSULTANT, its employees, subcontractors, agents and consultants.

15. AUDIT OF RECORDS
At any time during normal business hours and as often as it may deem necessary, CONSULTANT shall make available to a representative of CITY for examination of all its records with respect to all matters covered by this AGREEMENT and will permit CITY to audit, examine and/or reproduce such records. CONSULTANT will retain such financial records, time sheets, work progress reports, invoices, bills and project records for at least two years after termination or final payment under this AGREEMENT.

16. WAIVER; REMEDIES CUMULATIVE
Failure by a party to insist upon the strict performance of any of the provisions of this AGREEMENT by the other party, irrespective of the length of time for which such failure continues, shall not constitute a waiver of such party's right to demand strict compliance by such other party in the future. No waiver by a party of a default or breach of the other party shall be effective or binding upon such party unless made in writing by such party, and no such waiver shall be implied from any omissions by a party to take any action with respect to such default or breach. No express written waiver of a specified default or breach shall affect any other default or breach, or cover any other period of time, other than any default or breach and/or period of time specified. All of the remedies permitted or available to a party under this AGREEMENT, or at law or in equity, shall be cumulative and alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right of remedy.

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

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

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

20. GOVERNING LAW
This AGREEMENT, and the rights and obligations of the parties, shall be governed and interpreted in accordance with the laws of the State of California. Should litigation occur, venue shall be in Superior Court of Santa Barbara County.

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

22. TAXPAYER IDENTIFICATION NUMBER
CONSULTANT shall provide CITY with a complete Request for Taxpayer Identification Number and Certification, Form W-9 (Rev. October 2018), as issued by the Internal Revenue Service.

23. NON-APPROPRIATION OF FUNDS
Payments due and payable to CONSULTANT for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of CITY funds. In the event CITY has not ap propriated 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.

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

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

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

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

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

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

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

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TO CITY: Attention: Michelle Greene, City Manager
City of Goleta
130 Cremona Drive, Suite B
Goleta, CA 93117
TO CONSULTANT: Attention: Daniel Meade, Vice President
Althouse and Meade, Inc.
1602 Spring Street
Paso Robles, CA 934463765

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 Althouse and Meade, Inc.
_____________________________ _____________________________ Michelle Greene, City Manager LynneDee Althouse, President

A T T E S T
_____________________________ _____________________________ Deborah Lopez, City Clerk Daniel Meade, Vice President APPROVED AS TO FORM:

MICHAEL JENKINS, CITY ATTORNEY
____________
_________________
Winnie Cai, Assistant City Attorney

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Exhibit A
Scope of Work
Althouse and Meade, Inc. for Ellwood Mesa Monarch Butterfly Habitat Management Plan Implementation
CONSULTANT shall provide scientific and technical expertise to support the ongoing resource management and habitat enhancement efforts underway by the City of Goleta at the Ellwood Mesa Monarch Butterfly Grove. The complexity of the Ellwood Mesa Monarch Butterfly Grove requires a diverse approach to address regulatory permitting, community engagement, tree management, trail design, protection of sensitive natural resources, fuel reduction, and other issues outlined in the City’s Monarch Butterfly Habitat Management Plan (MBHMP). CONSULTANT provides scientific, biological, and other technical expertise to assist with developing a comprehensive implementation plan that meets the goals and further defines the specific actions outlined in the MBHMP.

Task 1. Project Management Meetings. Participate in project meetings with City of Goleta, consultant team, contractors, and community workshops.

Deliverables: Attendance at meetings as directed by the City. Provide expertise, information, historical perspective, and recommendations to benefit project planning and monarch butterfly habitat restoration. Participate in two Community Workshops.

Task 2. Prepare Request for Proposals (RFxs), Interviews, and Contracts. Assist with the development of Request for Bids, Request for Proposal, and other solicitations for contractor and consultant work.

Deliverables: Review RFxs prepared by the City and provide guidance regarding contractor and consultant work plans to ensure consistency with the MBHMP.

Task 3. Site Inspections. Conduct on the ground site inspec tions at Ellwood Mesa for project planning.

Deliverables: Planting exhibits for butterfly tree restoration locations and pollinator enhancements, memos and communications regarding aggregation enhancement and grove management measures.

Task 4. Grove Assessment with LiDAR. Conduct aerial survey to generate data, including color optical images, multi-spectral, and lidar data and conduct data processing.

Deliverables: Point Cloud, Vectors, and Surface Models from Lidar; Imagery and Vectors from Digital Orthophotos; Tree and Canopy Metrics.

Task 5. Hemispherical photographic assessment of forest canopy structure.

Sampling of forest structure (basal area) through plots and transects and the use of

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historical photographs from the 1990s will be us ed to determine wind and insolation parameters. The acceptable environmental envelope for monarchs will be estimated from fine-scale occupancy patterns at Elwood and other sites.

Deliverables: Hemispherical photographs and Hemiview analyses, transect data.

Task 6. Forest Structure Analysis from LiDAR. Provide analyses of information from Lidar data, including windbreak structures, gap structures, forest size structure, and live- dead stems and correlate with hemispherical photography and ground transects.

Deliverables: Time series graphs and statis tics, guidelines on desirable range of stem densities for different parts of Elwood complex, Projections of forest growth rates.

Task 8. GIS production. Mapping to synthesize Tasks 1-3 and finalize analysis.

Deliverables: Geodatabase with LiDAR maps, and output maps, tables, and analyses for inclusion in final implementation plan recommendations and report.

Deliverables: GIS data, map layers, analyses, and report graphics and tables.

Deliverables: final report for inclusion in comprehensive implementation plan.

Deliverables: Multispectral data collection flights, final report and analysis comparing condition to 2017 and setting baseline condition.

DocuSign Envelope ID: 537FF1D1-5594-4C75-B5CD-D55BED5B9A3A 37 City of Goleta
Public Works Department and Althouse and Meade, Inc.

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Deliverables: project team meetings and communications regarding preferred implementation actions with regards to monarch butterfly biology and behavior.

Task 12. Implementation Work Programs. Participate with project team in preparation of work programs by contractors, city staff, or volunteers.

Deliverables: Review work programs, provide edits and recommendations.

DocuSign Envelope ID: 537FF1D1-5594-4C75-B5CD-D55BED5B9A3A 38 City of Goleta
Public Works Department and Althouse and Meade, Inc.

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Exhibit B
Schedule of Fees

PLOTS The following charges will apply for color paper plots generated by the graphics and GIS systems: $1.00 for 8½xll, $1.25 for llx17, $24.00 for 24x36, and $36.00 for 36x48. There will be a charge of $5.00 for each non-color paper plot and $15.00 for each mylar plot. REPRODUCTION In-house reproduction will be charged at $0.10 per page for black and white and $1.00 per page for color.

DocuSign Envelope ID: 537FF1D1-5594-4C75-B5CD-D55BED5B9A3A 39 ATTACHMENT 3

Amendment No. 2 to Professional Services Agreement No. 2021-063 with Rincon Consultants, Inc.

40 City of Goleta
Amendment No. 2 to Agreement No. 2021-063

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AMENDMENT NO. 2

TO A PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF GOLETA
AND
RINCON CONSULTING, INC.

This Amendment No. 2 to the Professional Services Agreement by and between the City of Goleta , a municipal corporation (“City”) and Rincon Consulting, Inc. (“Consultant”) dated June 15, 2023 (“Agreement,” Agreement No. 2021-063) is made on this 17th day of October, 2023.

SECTION A. RECITALS

1. This Agreement is for professional design services for a comprehensive implementation plan to manage and enhance the Ellwood Mesa Monarch Butterfly Habitat Management Plan Area; and

2. This Agreement has been amended to provide additional compensation, additional services, and new hourly rates (Amendment No. 1); and

3. The Agreement currently provides in Section 3 Subsection (a) for th e total compensation amount not to exceed $724,511; and

4. The parties desire to amend the Agreement so as to provide for additional compensation in the amount of $437,881 for additional tasks; and

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

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

7. The Agreement currently provides in Exhibit B -1 entitled “Compensation” the hourly rates; and

8. The parties desire to amend Exhibit B-1 of the Agreement to identify the new hourly rates, attached as “Exhibit B-2”; and

9. City Council approved this Amendment No. 2, on this 17th day of October, 2023.

DocuSign Envelope ID: 028E04B8-2B04-4A3F-B60F-45301105542F 41 City of Goleta
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SECTION B. AMENDED TERMS

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

1. Subsection (a) of Section 3. COMPENSATION AND PAYMENT of the Agreement is amended to add an additional authorized amount of $437,881 and to read in its entirety:
(a) Maximum and Rate . The total compensation payable to CONSULTANT by CITY for the services under this AGREEMENT SHALL NOT EXCEED the sum of $1,162,392 (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 -2,"
attached and incorporated herein. The rates and expenses set forth in that exhibit shall be binding upon CONSULTANT until June 30, 2025, after which any change in said rates and expenses must be approved in writing by CITY's Project
Manager as described in Section 5 (CITY is to be given 60 days notice of any rate increase request), provided the not to exceed amount is the total compensation due CONSULTANT
for all work described under this AGREEMENT.

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

Exhibit A-1 “Scope of Work” with Exhibit A-2 “Scope of Work” attached hereto and incorporated herein.

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

Exhibit B-1 “Compensation” with Exhibit B-2 “Compensation” attached hereto and incorporated herein.

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

DocuSign Envelope ID: 028E04B8-2B04-4A3F-B60F-45301105542F 42 City of Goleta
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In concurrence and witness whereof, this Amendment No. 2 has been executed by the parties effective on the date and year first above written.

CITY OF GOLETA CONSULTANT

____________________________ ______________________________ Robert Nisbet, City Manager Steven Hongola, Vice President

ATTEST:

_____________________________ ______________________________ Deborah Lopez, City Clerk Lacrissa Davis, Chief Financial Officer

APPROVED AS TO FORM:

MEGAN GARIBALDI, CITY ATTORNEY
_____________________________
Scott Shapses, Deputy City Attorney

DocuSign Envelope ID: 028E04B8-2B04-4A3F-B60F-45301105542F 43 City of Goleta
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EXHIBIT A-2
Scope of Work

Task 1: Tree Removals & Mitigation
 Task 1.1 Collaborate with the project team to identify replacement tree planting locations for first aggregation site, Ellwood Main.
 Task 1.2 Identify and collect data for dead eucalyptus trees to trim and remove for:
 Hazard (threating private property and/or trails) mitigation, grove -wide Implementation of the Community Wildfire Protection Program, grove-wide.  Task 1.3 Identify native plant restoration location for Ellwood Main.  Task 1.4 Utilize tree/grove imagery data collected by project team to updat e applicable tree inventory data at aggregation sites as applicable.  Task 1.5 Assess tree health and identify threats at priority aggregation sites under the MBHMP Tree Management Program as needed.

Task 1: Project Management (Amended to Include:)
 Includes attending weekly meetings with the project team, attending meetings with teaming partners and regulatory agencies, providing reports/graphics/ materials as needed, attending and provide supporting materials for public meetings and events.

Task 2: Habitat Maintenance
 Task 2.1 Identify locations where CWPP buffer treatments will be conducted and provide oversight during treatments.
 Task 2.2 Support the need for emergency tree removals (including) hazardous and fallen trees as needed.
 Task 2.3 Conduct a survey for non-native and invasive botanic species and map areas of highest need for removals of invasive species.  Task 2.4 Review the need/feasibility of irrigating specific portions of the grove.

Task 2: Maintenance Program (Amended to Include:)
 Includes preparing a 5 -Year Maintenance Plan and preparing and managing location data and maps showing maintenance activities.

Task 3: Enhancement Activities
 Task 3.1 Collaborate with the project team to understand the long-range research studies being conducted.
 Task 3.2 Collaborate with the project team to utilize weather and imagery data collected and determine approach for adaptive management of the grove.  Task 3.3 Collaborate with the project team to track ecosystem -wide tree and vegetation health using multispectral imaging.

DocuSign Envelope ID: 028E04B8-2B04-4A3F-B60F-45301105542F 44 City of Goleta
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Task 3: Planning, Design and Permitting (Amended to Include:)  Includes preparing reports, such as the Biological Resources Assessment Report, jurisdictional Delineation Report, and application packages for submission to regulatory agencies for review and approval.

Task 4: Restoration Activities
 Task 4.1 Identify native planting locations to occur in relationship to the Ellwood Main aggregation site.
 Task 4.2 Collaborate with project team to finalize comprehensive list of native plant species to install in restoration areas.
 Task 4.3 Collaborate with the project team and identify restoration activities to occur in the riparian corridor along Devereux Creek.
 Task 4.4 Conduct Jurisdictional Delineation (JD) at Devereux Creek an d prepare a JD report.
 Task 4.5 Prepare and submit application packages to regulatory agencies for Devereux Creek restoration activities for temporary impacts during euc removals (assumes regulated by all 3 agencies).
 Task 4.6 Identify other locations for restoration of native habitats within the grove.  Task 4.7 Support the City in engaging with regulatory agencies.  Task 4.8 Develop monitoring program for the grove in collaboration with the project team, utilizing data collected during studies.
 Task 4.9 Conduct a survey and records search of cultural resources and engage USACE for compliance with Section 106.

Task 4: Outreach and Education (Amended to Include:)
 Includes supporting the City in development of materials to present to the public, attendance at public events as needed and support of the interpretative and docent programs.

Task 5: Protection/Monitoring Measures for Monarchs and Wildlife  Task 5.1 Conduct wildlife (other than butterfly or nesting birds) surveys as needed.  Task 5.2 Review wildli fe survey data from other consultants regarding nesting birds, etc.
 Task 5.3 First Protocol monarch survey.

Task 5: Construction Project Management (Amended to Include:)  Includes oversight of contractors during construction, as well as biological and cultural surveys, monitoring and reporting prior to and during fuel reduction (vegetation management) and habitat enhancement activities.

DocuSign Envelope ID: 028E04B8-2B04-4A3F-B60F-45301105542F 45 City of Goleta
Amendment No. 2 to Agreement No. 2021-063

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Task 6: Public Access Improvements
 Task 6.1 Collaborate with the project team to develop the Interpretive Program  Task 6.2 Coordinate internally with City departments to support outreach and education with the Community Advisory and Docent Program

Task 6: Waiver de Minimis/CWPP Implementation (Amended to Include:)  Includes preparing RFPs for contractor, contractor oversight, flagging of resources as contractors prepare to remove trees, and preparing and submitting monitoring and daily logs.

Task 7: Rincon will prepare the content for the required sections of the CMP  Task 7.1 Tree Removals and Mitigation
Describe and map the following:
o Highest priority restoration sites and sequence for enhancements at aggregations sites
o Locations and extent of the aggregation sites as well as the secondary and associated area if larger area needs dead tree removals and/or trimming. o Describe means and methods for determining.
o Dead eucalyptus tree removals/trimmings.
o Eucalyptus tree planting locations.
 Task 7.2 Habitat Maintenance
o Describe means and methods for determining: CWPP buffer treatments, emergency tree removals including hazardous trees, Fallen tree removals , mapping of and removal of invasive species (not eucalyptus). o Describe approach to irrigation of portions of the grove as maintenance. o Prepare the integrated Pest Management Program Plan.
o Prepare the Waste Management Program Plan.
 Task 7.3 Enhancement
o Collaborate with the project team to describe means and methods for studying and tracking weather, canopy data, overall grove health, dead eucalyptus trees, and locations of concentrated decline in the grove. o Collaborate with the project team to describe the long -range research that will conducted to understand monarch butterflies and their preferred habitat. o Describe approach for adaptive management utilizing data collec ted by weather stations and imagery studies.
o Describe monitoring program for eucalyptus grove over wintering observations.
o Describe survey results tracking methods and use of survey data in enhancement decisions.
o Describe methods for quantitative comparisons of data, and analysis to inform enhancement and restoration activities.
 Task 7.4 Restoration
o Describe means and methods for determining:
o Native plant restoration locations
o Restoration activities to occur in the riparian corridor along Devereux Creek DocuSign Envelope ID: 028E04B8-2B04-4A3F-B60F-45301105542F 46 City of Goleta
Amendment No. 2 to Agreement No. 2021-063

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o Other locations for restoration of native habitats within the grove o Prepare section regarding the riparian nature of Devereux Creek. o Prepare the Jurisdictional Delineation Report to be included as an appendix. o Describe approach for engaging with regu latory agencies and partnering agencies.
o Prepare restoration monitoring section including goals, objectives, success o criteria and reporting.
o Prepare the Restoration Monitoring Plan to be included as an appendix.  Task 7.5 Wildlife
o Describe data management a pproach for butterfly, nesting bird and other wildlife survey findings.
o Describe approach for conducting monarch and wildlife surveys and tracking.
o Presence/absence, protocol surveys at aggregations sites and grove-wide o Describe goals of enhancement in relationship to annual monarch butterfly overwintering observations
o Describe survey results tracking methods and use of survey data i n enhancement decisions
o Describe methods for quantitative comparisons of data, and analysis to inform enhancement and restoration activities
 Task 7.6 Public Access Improvements
o Describe approach for public outreach and public education, which will be done in collaboration with the City’s Community Advisory and Docent Program.

Task 7: Restoration Planting and Monitoring (Amended to Include:)  Incudes identifying locations for native plant restoration, collaborating with the project team to identify locations for replacement eucalyptus tree plantings, biological surveys needed prior to planting, monitoring of plantings, native plant and eucalyptus tree monitoring reports.

Task 8 Project Management
 Task 8.1 Rincon will support the City in preparation of the application form and supplemental documents as needed in combination with the CMP, such as the cover letter and Additional Details Appendices if needed.  Task 8.2 In order to ascertain approvals from the City Council, Coastal Commission the and public, we will prepare needed materials, and attend publi c meetings, workshops, and hearings as needed.
 Task 8.3 Track the progress of application package once it’s submitted to the Coastal Commission, provide responses as needed and coordinate and track overlapping activities, requirements, and reporting for related and subsequent.  Task 8.4 Coordinate with the City and prepare materials to engage with and select contractors as needed.
 Task 8.5 Provide reports/data/materials as needed for City leadership and the public as needed.

DocuSign Envelope ID: 028E04B8-2B04-4A3F-B60F-45301105542F 47 City of Goleta
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 Task 8.6 Provide budgets, reports, and documentation for the Conservancy’s.  Task 8.7 Attend weekly meetings, provide team coordination, and support with other activities as directed by the Open Space Manager.

Task 8: Monitoring, Research, and Adaptive Management (Amended to Include:)  Includes conducting annual monarch butterfly over -wintering surveys, and collaborating with the project team to develop adaptive management strategies for the management plan area.

DocuSign Envelope ID: 028E04B8-2B04-4A3F-B60F-45301105542F 48 City of Goleta
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EXHIBIT B-2
Compensation

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EXHIBIT B-2
Compensation (Cont.)

DocuSign Envelope ID: 028E04B8-2B04-4A3F-B60F-45301105542F 50 ATTACHMENT 4

Amendment 1 and Professional Services Agreement No. 2021-063 with Rincon Consultants, Inc.

51 City of Goleta
Amendment No. 1 to Agreement No. 2021-063

Page 1 of 1 ends

AMENDMENT NO. 1

TO A PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF GOLETA
AND
RINCON CONSULTANTS, INC.

This Amendment No. 1 to the Professional Services Agreement by and between the
City of Goleta , a municipal corporation (“City”) and Rincon Consultants, Inc., (“Consultant”) dated June 15th, 2021 (“Agreement,” Agreement No. 2021-063) is made on this 16th day of August, 2022.

SECTION A. RECITALS

1. This Agreement is for professional design services for a comprehensive implementation plan to manage and enhance the Elwood Mesa Monarch Butterfly Habitat Management Plan Area; and

2. The Agreement currently provides in Section 3 Subsection (a) for the total compensation amount not to exceed $158,000; and

3. The parties desire to amend the Agreement so as to provide for additional compensation in the amount of $566,511 for continued tasks; and

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

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

6. The Agreement currently provides in Exhibit B entitled “Compensation” the hourly rates; and

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

8. City Council approved this Amendment No. 1, on this 16th day of August, 2022.

Project Name: Ellwood Mesa Monarch Butterfly Habitat Management Plan Implementation 2021-063.1
DocuSign Envelope ID: CE19A4F3-CEDC-49C6-A4C2-1A619E03395D 52 City of Goleta
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SECTION B. AMENDED TERMS
Now therefore City and Consultant agree as follows that the Agreement be, and hereby is, amended as follows:
Subsection (a) of Section 3. COMPENSATION AND PAYMENT of the Agreement is amended to add an additional authorized amount of 566,511 and to read in its entirety:

D
Maximum and Rate . The total compensation payable to CONSULTANT by CITY for the services under this AGREEMENT SHALL NOT EXCEED the sum
of 724,511 (herein "not-to-exceed
amount") and shall be earned as the work progresses.

Exhibit A “Scope of Work” with Exhibit A-1 “Scope of Work” attached hereto and incorporated herein.

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

Exhibit B “Compensation” with Exhibit B-1 “Compensation” attached hereto and incorporated herein.

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

DocuSign Envelope ID: CE19A4F3-CEDC-49C6-A4C2-1A619E03395D 53 City of Goleta
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In concurrence and witness whereof, this Amendment No.1 has been executed by the parties effective on the date and year first above written.

Rincon Consultants, Inc.
______________________________
Steven Hongola, Vice President
______________________________
Lacrissa Davis,
Chief Financial Officer
.

CITY OF GOLETA
____________________________
Michelle Greene, City Manager
ATTEST:
___
__________________________
Deborah Lopez, City Clerk
APPROVED AS TO FORM:

MEGAN GARIBALDI, CITY ATTORNEY
_____________________________
Winnie Cai, Assistant City Attorney
DocuSign Envelope ID: CE19A4F3-CEDC-49C6-A4C2-1A619E03395D 54 City of Goleta
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Exhibit A-1 Scope of Work
Rincon Consultants, Inc. for Ellwood Mesa Monarch Butterfly Grove Comprehensive Implementation Plan
CONSULTANT shall provide professional expertise to support the ongoing resource management and enhancement tasks underway by the City of Goleta. The complexity of the Ellwood Mesa Monarch Butterfly Grove requires a diverse approach to address regulatory permitting, community engagement, tree management, trail design, protection of sensitive natural resources, fuel reduction, and other issues outlined in the City’s Monarch Butterfly Habitat Management Plan. CONSULTANT provides scientific, computer modeling, and other biological expertise to assist with developing a comprehensive implementation plan that meets the goals and further defines the specific actions outlined in the Monarch Butterfly Habitat Management Plan.

Task 1: Tree Removals & Mitigation
Task 1.1 Collaborate with the project team to identify replacement tree planting locations for first aggregation site, Ellwood Main
Task 1.2 Identify and collect data for dead eucalyptus trees to trim and remove for:

Task 2: Habitat Maintenance
Task 2.1 Identify locations where CWPP buffer treatments will be conducted and provide oversight during treatments
Task 2.2 Support the need for emergency tree removals (including) hazardous and fallen trees as needed
Task 2.3 Conduct a survey for non-native and invasive botanic species and map areas of highest need for removals of invasive species
Task 2.4 Review the need/feasibility of irrigating specific portions of the grove Task 2: Maintenance Program
Includes preparing a 5-Year Maintenance Plan, and preparing and managing location data and maps showing maintenance activities.

DocuSign Envelope ID: CE19A4F3-CEDC-49C6-A4C2-1A619E03395D 55 City of Goleta
Amendment No. 1 to Agreement No. 2021-063

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Task 3: Enhancement Activities
Task 3.1 Collaborate with the project team to understand the long-range research studies being conducted
Task 3.2 Collaborate with the project team to utilize weather and imagery data collected and determine approach for adaptive management of the grove Task 3.3 Collaborate with the project team to track ecosystem-wide tree and vegetation health using multispectral imaging
Task 3: Planning, Design and Permitting
Includes preparing reports, such as the Biological Resources Assessment Report, jurisdictional Delineation Report, and application packages for submission to regulatory agencies for review and approval.

Task 4: Restoration Activities
Task 4.1 Identify native planting locations to occur in relationship to the Ellwood Main aggregation site
Task 4.2 Collaborate with project team to finalize comprehensive list of native plant species to install in restoration areas
Task 4.3 Collaborate with the project team and identify restoration activities to occur in the riparian corridor along Devereux Creek
Task 4.4 Conduct Jurisdictional Delineation (JD) at Devereux Creek and prepare a JD report
Task 4.5 Prepare and submit application packages to regulatory agencies for Devereux Creek restoration activities for temporary impacts during euc removals (assumes regulated by all 3 agencies)
Task 4.6 Identify other locations for restoration of native habitats within the grove Task 4.7 Support the City in engaging with regulatory agencies Task 4.8 Develop monitoring program for the grove in collaboration with the project team, utilizing data collected during studies
Task 4.9 Conduct a survey and records search of cultural resources and engage USACE for compliance with Section 106
Task 4: Outreach and Education
Includes supporting the City in development of materials to present to the public, attendance at public events as needed and support of the interpretative and docent programs.

Task 5: Protection/Monitoring Measures for Monarchs and Wildlife Task 5.1 Conduct wildlife (other than butterfly or nesting birds) surveys as needed
Task 5.2 Review wildlife survey data from other consultants regarding nesting birds, etc.

Task 5.3 First Protocol monarch survey
DocuSign Envelope ID: CE19A4F3-CEDC-49C6-A4C2-1A619E03395D 56 City of Goleta
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Task 5: Construction Project Management
Includes oversight of contractors during construction, as well as biological and cultural surveys, monitoring and reporting prior to and during fuel reduction (vegetation management) and habitat enhancement activities.

Task 6: Public Access Improvements
Task 6.1 Collaborate with the project team to develop the Interpretive Program Task 6.2 Coordinate internally with City departments to support outreach and education with the Community Advisory and Docent Program Task 6: Waiver de Minimis/CWPP Implementation
Includes preparing RFPs for contractor, contractor oversight, flagging of resources as contractors prepare to remove trees, and preparing and submitting monitoring and daily logs.

Task 7: Rincon will prepare the content for the required sections of the CMP Task 7.1 Tree Removals and Mitigation
Describe and map:
• Highest priority restoration sites and sequence for enhancements at aggregations sites
• Locations and extent of the aggregation sites as well as the secondary and associated area if larger area needs dead tree removals and/or trimming
• Describe means and methods for determining:
• Dead eucalyptus tree removals/trimmings
• Eucalyptus tree planting locations
Task 7.2 Habitat Maintenance
Describe means and methods for determining: CWPP buffer treatments, Emergency tree removals including hazardous trees, Fallen tree removals Mapping of and removal of invasive species (not eucalyptus) Describe approach to irrigation of portions of the grove as maintenance Prepare the integrated Pest Management Program Plan
Prepare the Waste Management Program Plan
Task 7.3 Enhancement
Collaborate with the project team to describe means and methods for studying and tracking weather, canopy data, overall grove health, dead eucalyptus trees, and locations of concentrated decline in the grove
Collaborate with the project team to describe the long-range research that will conducted to understand monarch butterflies and their preferred habitat Describe approach for adaptive management utilizing data collected by weather stations and imagery studies
Describe monitoring program for eucalyptus grove
DocuSign Envelope ID: CE19A4F3-CEDC-49C6-A4C2-1A619E03395D 57 City of Goleta
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Task 7 cont.

Task 7.4 Restoration
Describe means and methods for determining:

Prepare the Jurisdictional Delineation Report to be included as an appendix Describe approach for engaging with regulatory agencies and partnering agencies
Prepare restoration monitoring section including goals, objectives, success criteria and reporting.

Prepare the Restoration Monitoring Plan to be included as an appendix Task 7.5 Wildlife
Describe data management approach for butterfly, nesting bird and other wildlife survey findings
Describe approach for conducting monarch and wildlife surveys and tracking presence/absence, protocol surveys at aggregations sites and grove-wide Describe goals of enhancement in relationship to annual monarch butterfly overwintering observations
Describe survey results tracking methods and use of survey data in enhancement decisions
Describe methods for quantitative comparisons of data, and analysis to inform enhancement and restoration activities
Task 7.6 Public Access Improvements
Describe approach for public outreach and public education, which will be done in collaboration with the City’s Community Advisory and Docent Program Task 7: Restoration Planting and Monitoring
Incudes identifying locations for native plant restoration, collaborating with the project team to identify locations for replacement eucalyptus tree plantings, biological surveys needed prior to planting, monitoring of plantings, native plant and eucalyptus tree monitoring reports.

Task 8 Project Management
Task 8.1 Rincon will support the City in preparation of the application form and supplemental documents as needed in combination with the CMP, such as the cover letter and Additional Details Appendices if needed.

Task 8.2 In order to ascertain approvals from the City Council, Coastal Commission the and public, we will prepare needed materials, and attend public meetings, workshops, and hearings as needed.

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Task 8.4 Coordinate with the City and prepare materials to engage with and select contractors as needed
Task 8.5 Provide reports/data/materials as needed for City leadership and the public as needed
Task 8.6 Provide budgets, reports, and documentation for the Conservancy’s Work Programs
Task 8.7 Attend weekly meetings, provide team coordination, and support with other activities as directed by the Open Space Manager.

Task 8: Monitoring, Research, and Adaptive Management
Includes conducting annual monarch butterfly over-wintering surveys, and collaborating with the project team to develop adaptive management strategies for the management plan area.

DocuSign Envelope ID: CE19A4F3-CEDC-49C6-A4C2-1A619E03395D 59 City of Goleta
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Exhibit B-1
Schedule of
Fees
Rincon Consultants, Inc. for Ellwood Mesa Monarch Butterfly Grove Comprehensive Implementation Plan
2022 Standard Fee Schedule for Environmental Sciences and Planning Services Professional, Technical & Support Personnel* Hourly Rate Principal II $247
Director II $247
Principal I $280
Director I $227
Senior Supervisor II $211
Supervisor I $228
Senior Professional II $212
Senior Professional I $197
Professional IV $174
Professional III $161
Professional II $145
Professional I $108
Associate III $117
Associate II $93
Associate I $84
Project Assistant $92
Senior GIS Specialist $144
GIS/CADD Specialist II $160
GIS/CADD Specialist I $115
Technical Editor $115
Production Specialist $105
Clerical $95
Direct Costs Rate
Photocopies - Black and White $0.20 (single sided) & $0.40 (double sided) Photocopies - Color $1.50 (single sided) & $3.00 (double sided) Photocopies - 11 ڠ17 $0.50 (B & W) & $3.30 (color)
Oversized Maps $8.00/square foot
Reproduction: CDs and USB Flash Drive $15 / disc and $20/flash drive DocuSign Envelope ID: CE19A4F3-CEDC-49C6-A4C2-1A619E03395D 60 City of Goleta
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Equipment Day Rate
Environmental Site Assessment
Soil Vapor Extraction Monitoring Equipment $144
Four Gas Monitor $124
Flame Ionization Detector $100
Photo Ionization Detector $75
Hand Auger Sampler $57
Water Level Indicator, DC Purge Pump $41
Natural Resources Field Equipment
UAS Drone $250
Spotting or Fiberoptic Scope $155
Pettersson Bat Ultrasound Detector/Recording Equipment $155 Sound Level Metering Field Package: anemometer, tripod and digital camera. $103 Trimble GPS $190
GPS (sub-meter accuracy) $60
Infrared Sensor Digital Camera or Computer Field Equipment $52 Scent Station $21
Laser Rangefinder/Altitude $10
Pit-fall Traps, Spotlights, Anemometer, GPS Units, Sterilized Sample Jar $8 Mammal Trap, Large/Small $1.50/$.50
Water & Marine Resources Equipment
Boat (26 ft. Radon or Similar) $565
Boat (20 ft. Boston Whaler or Similar) $310
Multi Parameter Sonde (Temp, Cond, Turbidity, DO, pH) with GPS $155 Water Quality Equipment (DO, pH, Turbidity, refractometer, temperature) $57 Refractometer (salinity) or Turbidity Meter $35
Large Block Eets $103
Minnow trap $88
Eet, Hand/Large Seine $10/$50
Field Equipment Packages
Standard Field Package (digital camera, GPS, thermometer, binoculars, tablet, safety equipment, and botanic collecting equipment) $95
Remote Field Package, (digital camera, GPS, thermometer, binoculars, tablet and mifi, Delorme Satellite Beacon, 24-Hour Safety Phone) $130
Amphibian/Vernal Pool Field Package: (digital camera, GPS, thermometer, decon chlorine, waders, float tube, hand net, field microscope) $155
Fisheries Equipment Package: (waders, wetsuits, dip nets, seine nets, bubblers, buckets) $52 Underwater & Marine Sampling Gear includes: U/W Photo/Video Camera, SCUBA Equipment (Tanks, BCD, Regulators, Wetsuits, etc.) $50/diver
Marine Field Package: (Personal Flotation Devices (PFDs),100 ft. Reel Tapes w/ Stainless Carabiners, Pelican Floats, Underwater Slates, Thermometer, Refractometer, Anemometer, various Field Guides) $50 Insurance, Hazard & Safety Fees
L & H Dive Insurance $50/diver
Level C Health and Safety $60 person
DocuSign Envelope ID: CE19A4F3-CEDC-49C6-A4C2-1A619E03395D 61 City of Goleta
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Project Name: Ellwood Mesa Monarch Butterfly Habitat Management Plan Implementation

AGREEMENT FOR PROFESSIONAL SERV ICES

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 15th day of June, 2021, 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").

WHEREAS, the CITY has a need for professional design services for a comprehensive implementation plan to manage and enhance the Ellwood Mesa Monarch Butterfly Habitat Management Plan Area; and
WHEREAS, the CITY does not have the personnel able and/or available to per
form the services required under this AGREEMENT, and therefore, the CITY desires to co
ntract for professional services to accomplish this work; and WHEREAS, the CITY procured these services in compliance with Goleta Municipal C
ode Section 3.05.260 by selecting CONSULTANT from the City’s pre-authorized qual
ified consultants list for various professional services, which was compiled from a competitive Request for Proposals/Request for Qualifications (RFP/RFQ) proces s, approved by City Council on December 3, 2019; and
WHEREAS, the City Council, on this 15 th day of June 2021, approved this
AGREEMENT and authorized the City Manager to execute the AGREEMENT.

CITY and CONSULTANT agree as follows:

1. RETENTION AS CONSULTANT
CITY hereby retains CONSULTANT, and CONSULTANT hereby accepts such engagement, to perform the services described in Section 2. CONSULTANT warrants it has the qualifications, experience, and fac ilities to properly and timely perform said services.

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

Professional Services in conjunction with the Ellwood Butterfly Habitat Management Plan. Services shall generally include biological surveys, mapping, wetland delineation, wildfi re fuel assessments, and permit

DocuSign Envelope ID: E21961DD-0851-4A3B-9661-C4C9D44CADFC 2021-063
62 City of Goleta
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preparation, 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 $158,000 (herein "not to exceed amount"), and shall be earned as the work progresses on the following basis:

Hourly at the hourly rates and with reimbursement to CONSULTANT for those expenses set forth in CONSULTANT's Schedule of Fees marked Exhibit "B," attached and incorporated herein. The rates and expenses set forth in that exhibit shall be binding upon CONSULTANT until December 31, 2021, after which any change in said rates and expenses must be approved in writing by CITY's Project Manager as described in Section 5 (CITY is to be given 60 days notice of any rate increase request), provided the not to exceed amount is the total compensation due CONSULTANT for all work described under this AGREEMENT.
(b) Payment . CONSULTANT shall provide CITY with written verification of the actual compensation earned, which written verification shall be in a form satisfactory to CITY's Project Manager, as described in Section 5. Invoices shall be made no more frequently than on a monthly basis, and describe the work performed (including a list of hours worked by personnel classification). All payments shall be made within 30 days after CITY’s approval of the invoice.

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 in writing in advance of the incurrence of extra services by CONSULTANT. Unless CITY and CONSULTANT have agreed in writing befo re the performance of extra services, no liability and no right to claim compensation for such extra services or expenses shall exist.

DocuSign Envelope ID: E21961DD-0851-4A3B-9661-C4C9D44CADFC 63 City of Goleta
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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.

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. Dan Meade is deemed to be specially experienced and is a key member of CONSULTANT's firm, and shall be directly involved in the performance of this work. This key person shall communicate with, and periodically report to, CITY on the progress of the work. Should any such individual be removed from assisting in this contracted work for any reason, CITY may terminate this AGREEMENT. This AGREEMENT may not be assigned or subcontracted without the City Manager’s prior written consent.

DocuSign Envelope ID: E21961DD-0851-4A3B-9661-C4C9D44CADFC 64 City of Goleta
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(b) Defense and Indemnity of Third Party Claims/Liability. CONSULTANT shall investigate, defend, and indemnify CITY, its elected officials, officers, agents, and employees, from any claims, lawsuits, demands, judgments, and all liability including, but not limited to, monetary or property damage, lost profit, personal injury, wrongful death, general liability, automobile, infringement of copyright/patent/trademark, or professional errors and omissions arising out of, directly or indirectly, an error, negligence, or omission of CONSULTANT or any of CONSULTANT’s officers, agents, employees, representatives, subconsultants, or subcontractors, or the willful misconduct of CONSULTANT or any of CONSULTANT’s officers, agents, employees, representatives, subconsultants, or subcontractors, in performing the services described in, or normally associated with, this type of contracted work. The duty to defend shall include any suits or actions concerning any activity, product or work required under this AGREEMENT, and also include the payment of all court costs, attorney fees, expert witness costs, investigation costs, claims adjusting costs and any other costs required for and related thereto.
(c) No Waiver. CITY does not waive, nor shall be deemed to have waived, any indemnity, defense or hold harmless rights under this section because of the acceptance by CITY, or the deposit with CITY, of any insurance certificates or policies described in Section 10.

Insurance shall include the following (or broader) coverage:

a) Insurance Services Office Commercial Liability coverage “occurrence” form CG 00 01 or its exact equivalent with an edition date prior to 2004 and with minimum limits of $1,000,000 per occurrence and $2,000,000 general aggregate.

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

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

DocuSign Envelope ID: E21961DD-0851-4A3B-9661-C4C9D44CADFC 65 City of Goleta
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d) Professional liability insurance that covers the services to be performed in connection with this agreement, in the minimum amount of $1,000,000 per claim.

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

a) CITY, its employees, officials, agents and member agencies shall be covered as additional insureds. Coverage shall apply to any and all liability arising out of the work performed or related to the contract. Additional insured status under the general liability requirement shall be provided on Insurance Services Office Form CG 20 10, with an edition date prior to 2004, or its equivalent. Additional insured status for completed operations shall be provided either in the additional insured form or through another endorsement such as CG 20 37, or its equivalent.

b) General and automobile liability insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer’s liability. Coverage will not be limited to CITY’s vicarious liability.

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

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

d) Liability coverage shall be primary and non-contributing with any insurance maintained by CITY.

e) Evidence of coverage (including the workers’ compensation and employer’s liability policies) shall provide that coverage shall not be suspended, voided, canceled or reduced in coverage or in limits except after 30 days’ prior written notice has been given to CITY. Such provision shall not include any limitation of liability of the insurer for failure to provide such notice.

f) No liability insurance coverage pr ovided 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

DocuSign Envelope ID: E21961DD-0851-4A3B-9661-C4C9D44CADFC 66 City of Goleta
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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 CONSULTA NT 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.

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.

DocuSign Envelope ID: E21961DD-0851-4A3B-9661-C4C9D44CADFC 67 City of Goleta
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14. ACCEPTANCE OF FINAL PAYMENT CONSTITUTES RELEASE
The acceptance by CONSULTANT of the final payment made under this AGREEMENT shall operate as and be a release of CITY from all claims and liabilities for compensation to CONSULTANT for anything done, furnished, or relating to CONSULTANT'S work or services. Acceptance of payment shall be any negotiation of CITY's check or the failure to make a written extra compensation claim within 10 calendar days of the receipt of that check. However, approval or payment by CITY shall not constitute, nor be deemed, a release of th e responsibility and liability of CONSULTANT, its employees, subcontractors, agents and CONSULTANTs for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by CITY for any defect or error in the work prepared by CONSULTANT, its employees, subcontractors, agents and consultants.

DocuSign Envelope ID: E21961DD-0851-4A3B-9661-C4C9D44CADFC 68 City of Goleta
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19. MITIGATION OF DAMAGES
In all situations arising out of this AGREEMENT, the parties shall attempt to avoid and minimize the damages resulting from the conduct of the other party.

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.

DocuSign Envelope ID: E21961DD-0851-4A3B-9661-C4C9D44CADFC 69 City of Goleta
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25. USE OF THE TERM “CITY”
Reference to “CITY” in this AGREEMENT includes City Manager or any authorized representative acting on behalf of CITY.

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

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

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

DocuSign Envelope ID: E21961DD-0851-4A3B-9661-C4C9D44CADFC 70 City of Goleta
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TO CITY: Attention: Michelle Greene, City Manager
City of Goleta
130 Cremona Drive, Suite B
Goleta, CA 93117
TO CONSULTANT: Attention: Chris Julian, Principal
Rincon Consultants, Inc.
209 East Victoria Street
Santa Barbara, CA, 93101

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

DocuSign Envelope ID: E21961DD-0851-4A3B-9661-C4C9D44CADFC 71 City of Goleta
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CITY OF GOLETA Rincon Consultants, Inc.
_____________________________ _____________________________ Michelle Greene, City Manager Steven Hongola, Vice President ATTEST
_____________________________ _____________________________ Deborah Lopez, City Clerk Lacrissa Davis, Chief Financial Officer APPROVED AS TO FORM:

MICHAEL JENKINS, CITY ATTORNEY
_____________________________
Winnie Cai, Assistant City Attorney

DocuSign Envelope ID: E21961DD-0851-4A3B-9661-C4C9D44CADFC 72 City of Goleta
Public Works Department and Rincon Consultants, Inc.

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Exhibit A
Scope of Work
Rincon Consultants, Inc. for Ellwood Mesa Monarch Butterfly Grove Comprehensive Implementation Plan
CONSULTANT shall provide professional expertise to support the ongoing resource management and enhancement tasks underway by the City of Goleta. The complexity of the Ellwood Mesa Monarch Butterfly Grove requires a diverse approach to address regulatory permitting, community engagement, tree management, trail design, protection of sensitive natural resources, fuel reduction, and other issues outlined in the City’s Monarch Butterfly Habitat Management Plan. CONSULTANT provides scientific, computer modeling, and other biological expertise to assist with developing a comprehensive implementation plan that meets the goals and further defines the specific actions outlined in the Monarch Butterfly Habitat Management Plan.

Hazard (threating private property and/or trails) mitigation, grove-wide Implementation of the Community Wildfire Protection Program, grove-wide Task 1.3 Identify native plant restoration location for Ellwood Main Task 1.4 Utilize tree/grove imagery data collected by project team to update applicable tree inventory data at aggregation sites as applicable Task 1.5 Assess tree health and identify threats at priority aggregation sites under the MBHMP Tree Management Program as needed
Task 2: Habitat Maintenance
Task 2.1 Identify locations where CWPP buffer treatments will be conducted and provide oversight during treatments
Task 2.2 Support the need for emergency tree removals (including) hazardous and fallen trees as needed
Task 2.3 Conduct a survey for non-native and invasive botanic species and map areas of highest need for removals of invasive species
Task 2.4 Review the need/feasibility of irrigating specific portions of the grove Task 3. Enhancement Activities
Task 3.1 Collaborate with the project team to understand the long-range research studies being conducted
Task 3.2 Collaborate with the project team to utilize weather and imagery data collected and determine approach for adaptive management of the grove Task 3.3 Collaborate with the project team to track ecosystem-wide tree and vegetation health using multispectral imaging

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Task 4. Restoration Activities
Task 4.1 Identify native planting locations to occur in relationship to the Ellwood Main aggregation site
Task 4.2 Collaborate with project team to finalize comprehensive list of native plant species to install in restoration areas
Task 4.3 Collaborate with the project team and identify restoration activities to occur in the riparian corridor along Devereux Creek
Task 4.4 Conduct Jurisdictional Delineation (JD) at Devereux Creek and prepare a JD report
Task 4.5 Prepare and submit application packages to regulatory agencies for Devereux Creek restoration activities for temporary impacts during euc removals (assumes regulated by all 3 agencies)
Task 4.6 Identify other locations for restoration of native habitats within the grove Task 4.7 Support the City in engaging with regulatory agencies Task 4.8 Develop monitoring program for the grove in collaboration with the project team, utilizing data collected during studies
Task 4.9 Conduct a survey and records search of cultural resources and engage USACE for compliance with Section 106
Task 5 Protection/Monitoring Measures for Monarchs and Wildlife Task 5.1 Conduct wildlife (other than butterfly or nesting birds) surveys as needed
Task 5.2 Review wildlife survey data from other consultants regarding nesting birds, etc.

Task 5.3 First Protocol monarch survey
Task 6 Public Access Improvements
Task 6.1 Collaborate with the project team to develop the Interpretive Program Task 6.2 Coordinate internally with City departments to support outreach and education with the Community Advisory and Docent Program Task 7: Rincon will prepare the content for the required sections of the CMP Task 7.1 Tree Removals and Mitigation
Describe and map:
x Highest priority restoration sites and sequence for enhancements at aggregations sites
x Locations and extent of the aggregation sites as well as the secondary and associated area if larger area needs dead tree removals and/or trimming
x Describe means and methods for determining:
x Dead eucalyptus tree removals/trimmings
x Eucalyptus tree planting locations
Task 7.2 Habitat Maintenance
Describe means and methods for determining: CWPP buffer treatments, Emergency tree removals including hazardous trees, Fallen tree removals

DocuSign Envelope ID: E21961DD-0851-4A3B-9661-C4C9D44CADFC 74 City of Goleta
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Task 7 cont.

Mapping of and removal of invasive species (not eucalyptus) Describe approach to irrigation of portions of the grove as maintenance Prepare the integrated Pest Management Program Plan
Prepare the Waste Management Program Plan
Task 7.3 Enhancement
Collaborate with the project team to describe means and methods for studying and tracking weather, canopy data, overall grove health, dead eucalyptus trees, and locations of concentrated decline in the grove
Collaborate with the project team to describe the long-range research that will conducted to understand monarch butterflies and their preferred habitat Describe approach for adaptive management utilizing data collected by weather stations and imagery studies
Describe monitoring program for eucalyptus grove
Task 7.4 Restoration
Describe means and methods for determining:

Native plant restoration locations
Restoration activities to occur in the riparian corridor along Devereux Creek Other locations for restoration of native habitats within the grove Prepare section regarding the riparian nature of Devereux Creek. Prepare the Jurisdictional Delineation Report to be included as an appendix Describe approach for engaging with regulatory agencies and partnering agencies
Prepare restoration monitoring section including goals, objectives, success criteria and reporting. Prepare the Restoration Monitoring Plan to be included as an appendix
Task 7.5 Wildlife
Describe data management approach for butterfly, nesting bird and other wildlife survey findings
Describe approach for conducting monarch and wildlife surveys and tracking presence/absence, protocol surveys at aggregations sites and grove-wide Describe goals of enhancement in relationship to annual monarch butterfly overwintering observations
Describe survey results tracking methods and use of survey data in enhancement decisions
Describe methods for quantitative comparisons of data, and analysis to inform enhancement and restoration activities
Task 7.6 Public Access Improvements
Describe approach for public outreach and public education, which will be done in collaboration with the City’s Community Advisory and Docent Program Task 8 Project Management
Task 8.1 Rincon will support the City in preparation of the application form and supplemental documents as needed in combination with the CMP, such as the cover letter and Additional Details Appendices if needed.

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Task 8.2 In order to ascertain approvals from the City Council, Coastal Commission the and public, we will prepare needed materials, and attend public meetings, workshops, and hearings as needed.

Task 8.3 Track the progress of application package once it’s submitted to the Coastal Commission, provide responses as needed and coordinate and track overlapping activities, requirements, and reporting for related and subsequent CDPs
Task 8.4 Coordinate with the City and prepare materials to engage with and select contractors as needed
Task 8.5 Provide reports/data/materials as needed for City leadership and the public as needed
Task 8.6 Provide budgets, reports, and documentation for the Conservancy’s Work Programs
Task 8.7 Attend weekly meetings, provide team coordination, and support with other activities as directed by the Open Space Manager.

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DocuSign Envelope ID: E21961DD-0851-4A3B-9661-C4C9D44CADFC 77 Equipment Day Rate
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DocuSign Envelope ID: E21961DD-0851-4A3B-9661-C4C9D44CADFC 78 ATTACHMENT 5

Amendment No. 1 to Professional Services Agreement No. 2022-096 with Storrer Environmental Services, LLC

79 City of Goleta
Amendment No. 1 to Agreement No. 2022-096

Page 1 of 2 ends

AMENDMENT NO. 1

TO A PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF GOLETA
AND

STORRER ENVIRONMENTAL SERVICES

This Amendment No. 1 to the Professional Services Agreement by and between the City of Goleta, a municipal corporation (“City”), and STORRER ENVIRONMENTAL SERVICES (“Consultant”) dated November 14 th, 2022 (“Agreement,” Agreement No. 2022-096) is made on this _____ day of _____, 2023.

SECTION A. RECITALS

1. This Agreement is for the environmental services for the Ellwood Mesa Monarch Butterfly Habitat Management Project; and

2. The Agreement currently provides in Section 3 Subsection (a) for th e total compensation amount not to exceed $44,999; and

3. The parties desire to amend the Agreement so as to provide for additional compensation in the amount of $44,999 for continued tasks; and

4. The City Council approved this Amendment No. 1 on this ____day of _____, 2023.

SECTION B. AMENDED TERMS

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

1. Subsection (a) of Section 3. COMPENSATION AND PAYMENT of the Agreement is amended to add an additional authorized amount of $44,999 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 $89,998 (herein "not-to-exceed amount") and shall be earned as the work progresses.

Page 2 of 2 ends

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.

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 CONSULTANT

____________________________ ______________________________ Robert Nisbet, City Manager John Storrer, CEO

ATTEST:

_____________________________
Deborah Lopez, City Clerk

APPROVED AS TO FORM:

MEGAN GARIBALDI, CITY ATTORNEY
_____________________________
Scott Shapses, Deputy City Attorney

DocuSign Envelope ID: C921810F-BF68-412C-A98B-D21919459B7D 81 ATTACHMENT 6

Professional Services Agreement No. 2022-096 with Storrer Environmental Services, LLC

82 City of Goleta
Parks and Open Space and Storrer Environmental Services, LLC

Page 1 of 13 ends

Project Name: Ellwood Mesa Monarch Butterfly Habitat Management Project

AGREEMENT FOR PROFESSIONAL SERVICES

BETWEEN THE CITY OF GOLETA
AND
Storrer Environmental Services, LLC

This AGREEMENT FOR PROFESSIONAL (herein referred to as
“AGREEMENT”) is made and entered into this ________ day of ______ , 2022, by and between the CITY OF GOLETA , a municipal corporation (herein referred to as "CITY"), and Storrer Environmental Services, LLC, a California company (herein referred to as "CONSULTANT")
SECTION A. RECITALS

1. The CITY has a need for professional environmental services for the Ellwood Mesa Monarch Butterfly Habitat Management Project; 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 Manager approved this AGREEMENT pursuant to Goleta Municipal Code section 3.05.070.

SECTION B. TERMS

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

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

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

Professional environmental services in conjunction with Ellwood Mesa Monarch Butterfly Habitat Management Project services shall generally include on-call biological survey and monitoring as more particularly set forth in the Scope of Work, attached as Exhibit “A,” and incorporated herein.

DocuSign Envelope ID: 438B0926-A62A-4217-8CBF-A19928A24057 November
2022-096
14 83

City of Goleta
Parks and Open Space and Storrer Environmental Services, LLC

Page 2 of 13 ends

CONSULTANT shall deliver to CITY the deliverables defined in Exhibit “A.” or as follows: The scope of services would include pre-work surveys of areas scheduled for maintenance (e.g., nesting birds), monitoring of maintenance activities during implementation (e.g., tree trimming and removal), preparation of survey and inspection reports, and providing recommendations to avoid incidental impacts to plant and wildlife habitat.

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 $44,999 (herein "not to exceed amount"), and shall be earned as the work progresses on the following basis:

Hourly at the hourly rates and with reimbursement to
CONSULTANT for those expenses set forth in
CONSULTANT's Schedule of Fees marked Exhibit "B,"
attached and incorporated herein. The rates and expenses set forth in that exhibit shall be binding upon CONSULTANT until June 30, 2025 after which any change in said rates and expenses must be approved in writing by CITY's Project
Manager as described in Section 5 (CITY is to be given 60 days notice of any rate increase request), provided the not to exceed amount is the total compensation due
CONSULTANT for all work described under this
AGREEMENT.
(b) Payment . CONSULTANT shall provide CITY with written verification of the actual compensation earned, which written verification shall be in a form satisfactory to CITY's Project Manager, as described in Section 5. Invoices shall be made no more frequently than on a monthly basis, and describe the work performed (including a list of hours worked by personnel classification). All payments shall be made within 30 days after CITY’s approval of the invoice.

4. EXTRA SERVICES
CITY shall pay CONSULTANT for those CITY authorized extra services, not reasonably included within the services described in Section 2, as mutually agreed to writing in advance of the incurrence of extra services by CONSULTANT. Unless CITY and CONSULTANT have agreed in writing before the performance of extra services, no liability and no 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 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: 438B0926-A62A-4217-8CBF-A19928A24057 84 City of Goleta
Parks and Open Space and Storrer Environmental Services, LLC

Page 3 of 13 ends

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, 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.

7. OWNERSHIP OF DOCUMENTS
All drawings, designs, data, photographs, reports and other documentation (other than CONSULTANT's drafts, notes and internal memorandum), including duplication of same prepared by CONSULTANT in the performance of these services, are the property of CITY. CITY shall be entitled to immediate possession of the same upon completion of the work under this AGREEMENT, or at any earlier or later time when requested by CITY. CITY agrees to hold CONSULTANT harmless from all damages, claims, expenses, and losses arising out of any reuse of the plans and specifications for purposes other than those described in this AGREEMENT, unless written authorization of CONSULTANT is first obtained.

8. PERSONAL SERVICES/NO ASSIGNMENT/SUBCONTRACTOR
This AGREEMENT is for professional services which are personal to CITY. John Storrer is deemed to be specially experienced and is a key member of CONSULTANT's firm, and shall be directly involved in the performance of this work. This key person shall communicate with, and periodically report to, CITY on the progress of the work. Should any such individual be removed from assisting in this contracted work for any reason, CITY may terminate this AGREEMENT. This AGREEMENT may not be assigned or subcontracted without the City Manager’s prior written consent.

DocuSign Envelope ID: 438B0926-A62A-4217-8CBF-A19928A24057 85 City of Goleta
Parks and Open Space and Storrer Environmental Services, LLC

Page 4 of 13 ends

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

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

Insurance shall include the following (or broader) coverage:

DocuSign Envelope ID: 438B0926-A62A-4217-8CBF-A19928A24057 86 City of Goleta
Parks and Open Space and Storrer Environmental Services, LLC

Page 5 of 13 ends

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 requireme nt shall be provided on Insurance Services Office Form CG 20 10, with an edition date prior to 2004, or its equivalent. Additional insured status for completed operations shall be provided either in the additional insured form or through another endorsement such as CG 20 37, or its equivalent.

b) General and automobile liability insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insu rer’s liability. Coverage will not be limited to CITY’s vicarious liability.

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

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

DocuSign Envelope ID: 438B0926-A62A-4217-8CBF-A19928A24057 87 City of Goleta
Parks and Open Space and Storrer Environmental Services, LLC

Page 6 of 13 ends

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

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.

DocuSign Envelope ID: 438B0926-A62A-4217-8CBF-A19928A24057 88 City of Goleta
Parks and Open Space and Storrer Environmental Services, LLC

Page 7 of 13 ends

withholding taxes, unemployment insurance, and any other employer obligations associated with the described work.

14. ACCEPTANCE OF FINAL PAYMENT CONSTITUTES RELEASE
The acceptance by CONSULTANT of the final payment made under this AGREEMENT shall operate as and be a release of CITY from all claims and liabilities for compensation to CONSULTANT for anything done, furnished, or relating to CONSULTANT'S work or services. Acceptance of payment shall be any negotiation of CITY's check or the failure to make a written extra compensation claim within 10 calendar days of the receipt of that check. However, approval or payment by CITY shall not constitute, nor be deemed, a release of the responsibility and liability of CONSULTANT, its employees, subcontractors, agents and CONSULTANTs for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by CITY for any defect or error in the work prepared by CONSULTANT, its employees, subcontractors, agents and consultants.

DocuSign Envelope ID: 438B0926-A62A-4217-8CBF-A19928A24057 89 City of Goleta
Parks and Open Space and Storrer Environmental Services, LLC

Page 8 of 13 ends

No waiver by a party of a default or breach of the other party shall be effective or binding upon such party unless made in writing by such party, and no such waiver shall be implied from any omissions by a party to take any action with respect to such default or breach. No express written waiver of a specified default or breach shall affect any other default or breach, or cover any other period of time, other than any default or breach and/or period of time specified. All of the remedies permitted or available to a party under this AGREEMENT, or at law or in equity, shall be cumulative and alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right of remedy.

DocuSign Envelope ID: 438B0926-A62A-4217-8CBF-A19928A24057 90 City of Goleta
Parks and Open Space and Storrer Environmental Services, LLC

Page 9 of 13 ends

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.

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.

DocuSign Envelope ID: 438B0926-A62A-4217-8CBF-A19928A24057 91 City of Goleta
Parks and Open Space and Storrer Environmental Services, LLC

Page 10 of 13 ends

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

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

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

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

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

DocuSign Envelope ID: 438B0926-A62A-4217-8CBF-A19928A24057 92 City of Goleta
Parks and Open Space and Storrer Environmental Services, LLC

Page 11 of 13 ends

TO CITY: Robert Nisbet, City Manager
City of Goleta
130 Cremona Drive, Suite B
Goleta, CA 93117
TO CONSULTANT: John Storrer, CEO
Storrer Environmental Services, LLC
2565 Puesta Del Sol Road, Suite 203 Santa
Barbara, CA 93105

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 John Storrer, CEO

A T T E S T

_____________________________
Deborah Lopez, City Clerk

APPROVED AS TO FORM:

MEGAN GARIBALDI, CITY ATTORNEY

_____________________________
Winnie Cai, Assistant City Attorney

DocuSign Envelope ID: 438B0926-A62A-4217-8CBF-A19928A24057 93 City of Goleta
Parks and Open Space and Storrer Environmental Services, LLC

Page 12 of 13 ends

EXHIBIT A

SCOPE OF WORK
The scope of services would include pre-work surveys of areas scheduled for maintenance (e.g., nesting birds), monitoring of maintenance activities during i
mplementation (e.g., tree trimming and removal), preparation of survey and inspection
reports, and providing recommendations to avoid incidental impacts to
plant and wildlife habitat at the Ellwood Mesa Monarch Butterfly Habitat Project.

DocuSign Envelope ID: 438B0926-A62A-4217-8CBF-A19928A24057 94 City of Goleta
Parks and Open Space and Storrer Environmental Services, LLC

Page 13 of 13 ends

EXHIBIT B

SCHEDULE OF FEES

CITY OF GOLETA PUBLIC WORKS DEPARTMENT ELLWOOD MESA

MONARCH BUTTERFLY HABITAT MANAGEMENT PROJECT

PROFESSIONAL SERVICES

Principal Professional....................................................................$140/hour Senior Biologist/Botanist................................................................$120/hour Staff Biologist.................................................................................$110/hour Qualified SWPPP Practitioner (QSP)........................................... $120/hour

OTHER DIRECT CHARGES

Subcontracted Services.............................................................. Cost Plus 15%

DocuSign Envelope ID: 438B0926-A62A-4217-8CBF-A19928A24057 95 ATTACHMENT 7

Professional Services Agreement with UCSB Cheadle Center for Biodiversity and Ecological Restoration

96 City of Goleta
Public Works Department and Regents of University of California, Santa Barbara

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Project Name: Ellwood Mesa Monarch Butterfly Habitat Restoration Project

AGREEMENT FOR PROFESSIONAL SERVICES
B

ETWEEN THE CITY OF GOLETA
AND

THE REG ENTS O F UNIVERSITY OF CALIFORNIA, SANT A BARBARA -

CHEADLE CENTER FOR BIODIVERSITY AND ECOLOGICAL RESTORATION This AGREEMENT FOR PROFESSIONAL SERVICES (herein referred to as “AGREEMENT”) is made and entered into this 1 7th day of October, 2023, by and between the CITY OF GOLETA, a municipal corporation (herein referred to as "CITY"), and THE REGENTS OF UNIVERSITY OF CALIFORNIA,

SANTA BARBARA - CHEADLE CENTER FOR BIODIVERSITY AND
ECOLOGICAL RESTORATION, a Cali fornia Corporation (herein referred to as "C ONSULTANT").

SECTION A. RECITALS

1. The CITY has a need for professional restoration services for Ellwood Mesa Monarch Butterfly Habitat Restoration Project; 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; an
d

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

3.05.260.

4. The City Council, on this 17th day of October, 2023, approved this AGREEMENT and authorized the City Manager to execute the AGREEMENT.

SECT
ION 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:

DocuSign Envelope ID: 8B22A0F4-1EAC-401C-BF06-FE00438D3FDB 97 City of Goleta
Public Works Department and Regents of University of California, Santa Barbara

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Professional r estoration services in conjunction with the Ellwood Mesa Restoration Project services shall generally include aid in the realms of site maintenance, irrigation, weed eradication, restoration planning and implementation (e.g. set up, seed collection, plant propagation, planting, erosion control, irrigation, weed control), and with interpretive sign content and collaboration with the larger management team a s more particularl y 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 PAYMEN
T
(a) Maximum and Ra te. The total compensation payable to CONSULTANT by CITY for the services under this AGREEMENT SHALL NOT EXCEED the sum of $631,800 (herein "not to exceed amount"), and shall be earned as the work progresses on the following basis:

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 describ ed in Sect ion 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 applicable hourly rates for extra services shall be at the hourly rates set forth in Exhibit B, if one is included as part of this agreement. Any compensation for extra services shall be part of DocuSign Envelope ID: 8B22A0F4-1EAC-401C-BF06-FE00438D3FDB 98 City of Goleta
Public Works Department and Regents of University of California, Santa Barbara

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the total compensation and shall not increase the not to exceed amount identified in Section 3.

5. CI TY PROJECT MANAGER AND SERVICES BY CITY
The services to be performed by CONSULTANT shall be accomplished under the general direction of, and coordinate with, CITY 's "Project Manager", as that staff person is designated by CITY from time to time, and who presently is George Thomson. Project Manager shall have the authority to act on behalf of the CITY in administering this AGREEMENT but shall not be authorized to extend the term of the AGREEMENT or increase the not to exceed amount.

6. T ERM, PROGRESS AND COMPLETION
The term of t his AGREEMENT is from the date first written above to June 30, 2025, unless term of this AGREEMENT is extended, or the AGREEMENT is terminated as provided for herein.

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

7. 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 unde r 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. P ERSONAL SERVICES/NO ASSIGNMENT/SUBCONTRACTOR
This AGREEMENT is for professional services which are personal to CITY. Lisa Stratton, Ph.D ., Ecosystem Director , is deemed to be specially experienced and is a key member of CONSULTANT' s firm, and shall be directly involved in the performance of this work. This key person shall communicate with, and periodically report to, CITY on the progress of the work. Should any such individual be removed from assisting in this contracted work for any reason, CITY may terminate this AGREEMENT. This AGREEMENT may not be assigned or subcontracted without the City Manager’s prior written consent.

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Public Works Department and Regents of University of California, Santa Barbara

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9. HO LD HARMLESS AND INDEMNITY
(a) Hold Harmless for CONSULTANT's Damages. CONSULTANT holds CITY, its elected officials, officers, agents, and employees, harmless from all of CONSULTANT's claims, demands, lawsuits, judgments, damages, losses, injuries or liability to CONSULTANT, to CONSULTANT's employe es, 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 a nd Indemnity of Third Party Claims/Liability.

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

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

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City of Goleta
Public Works Department and Regents of University of California, Santa Barbara

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Insurance shall include the following (or broader) coverage:

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.

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.

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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City of Goleta
Public Works Department and Regents of University of California, Santa Barbara

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d) Except for professional liability insurance, liability coverage shall be primary and non-contributing with any insurance maintained by 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 C ONSULTANT, 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 moni tor the handling of any such claim or claims if they are likely to involve CITY.

11. RELATIONSHIP OF CONSULTANT TO CITY
The relationship of the CONSULTANT to CITY shall be that of an independent contractor and that in no event shall CONSULTANT be considered an officer, agent, servant or employee of CITY . CONSULTANT shall be solely DocuSign Envelope ID: 8B22A0F4-1EAC-401C-BF06-FE00438D3FDB 102
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Public Works Department and Regents of University of California, Santa Barbara

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responsible for any workers compensation insurance, withholding taxes, unemployment insurance, and any other employer obligations associated with the described work.

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

However, approval or payment by CITY shall not constitute, nor be deemed, a release of the responsibility and liability of CONSULTANT, its employees, subcontractors, agents and CONSULTANTs for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by CITY for any defect or error in the work prepared by CONSULTANT , its employees, subcontractors, agents and consultants.

15. AUDIT OF RECORDS
At any time during normal business hours and as often as it may deem necessary, CONSULTANT shall make available to a representative of CITY for examination of all its records with respect to all matters covered by this DocuSign Envelope ID: 8B22A0F4-1EAC-401C-BF06-FE00438D3FDB 103
City of Goleta
Public Works Department and Regents of University of California, Santa Barbara

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AGREEMENT and will permit CITY to audit, examine and/or reproduce such records. CONSULTANT will retain such financial records, time sheets, work progress reports, invoices, bills and project records for at least two years after termination or final payment under this AGREEMENT.

16. WAIVER; REMEDIES CUMULATIVE
Failure by a party to insist upon the strict performance of any of the provisions of this AGREEMENT by the other party, irrespective of the length of time for which such failure continues, shall not constitute a waiver of such party's right to demand strict compliance by such other party in the future. No waiver by a party of a default or breach of the other party shall be effective or binding upon such party unless made in writing by such party, and no such waiver shall be implied from any omissions by a party to take any action with respect to such default or breach. No express written waiver of a specified default or breach shall affect any other default or breach, or cover any other period of time, other than any default or breach and/or period of time specified. All of the remedies permitted or available to a party under this AGREEMENT , or at law or in equity, shall be cumulative and alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right of remedy.

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

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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City of Goleta
Public Works Department and Regents of University of California, Santa Barbara

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

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

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

22. TAXPAYER IDENTIFICATION NUMBER
CONSULTANT shall provide CITY with a complete Request for Taxpayer Identification Number and Certification, Form W -9 (Rev. October 2018), as issued by the Internal Revenue Service.

23. NON-APPROPRIATION OF FUNDS
Payments due and payable to CONSULTANT for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of CITY funds. In the event CITY has not appropriated sufficient funds for payment of CONSULTANT services beyond the current fiscal year, this AGREEMENT shall cover only those costs incurred up to the conclusion of the current fiscal year.

24. MODIFICATION OF AGREEMENT
The tasks described in this 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 s ole 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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City of Goleta
Public Works Department and Regents of University of California, Santa Barbara

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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 venturers, insurance carriers and any others who may claim through it to this AGREEMENT.

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

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

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

TO CITY: Attention: Robert Nisbet, City Manager
City of Goleta
130 Cremona Drive, Suite B
Goleta, CA 93117
TO CONSULTANT: The Regents of University of California, Santa Barbara - Cheadle Center For
Biodiversity And Ecological Restoration
Harder South Building 578
Santa Barbara, CA 93106

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City of Goleta
Public Works Department and Regents of University of California, Santa Barbara

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

ONSULTANT
_________
____________________
Lisa Stratton, Ph.D.,
Ecosystem Director, CCBER at
UCSB
_____________ ________________
Leila T homas, Esq., Senior
Contracts Analyst

CITY OF GOLETA
_____________________________
Robert Nisbet, City Manager
ATTEST
_____________________________
Deborah Lopez, City Clerk
APPROVED AS TO FORM:

MEGAN GARIBALDI, CITY ATTORNEY
_____________________________
Winnie Cai, Assistant City Attorney
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Public Works Department and Regents of University of California, Santa Barbara

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EXHIBIT A

SCOPE OF WORK

Support the C ity’s Open Space Management on Ellwood Mesa with the restoration and enhancement of the Monarch Habitat area.

Provide educational opportunities to UCSB students and expertise in a flexible manner to support the larger vision for the region.

Work will fall in the categories below and be invoiced to the City on an approximately monthly basis.

Cheadle Center for Biodiversity and Ecological Restoration will aid in the realms of: site maintenance, irrigation, weed eradication, restoration planning and implementation (e.g. set up, seed collection, plant propagation, planting, erosion control, irrigation, weed control), and with interpretive sign content and collaboration with the larger management team. Coordination with Your Children’s trees and provision of locally sourced Oaks, Sycamore, Alder, Elderberry, Toyon as well as nectar -providing shrubs and sub -shrubs, as needed.

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Public Works Department and Regents of University of California, Santa Barbara

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EXHIBIT B

SCHEDULE OF FEES

Estimated per/year Cost: $315,900 x 2 years = NTE $631,800 DocuSign Envelope ID: 8B22A0F4-1EAC-401C-BF06-FE00438D3FDB 109
ATTACHMENT 8

Purchase Agreement with Cal Poly State University

110
City of Goleta
Public Works Department agreement with Cal Poly State University

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PURCHASE AGREEMENT

BETWEEN THE CITY OF GOLETA
AND

CAL POLY STATE UNIVERSITY

THIS PURCHASE AGREEMENT (“Agreement”) made and entered into this 17th day of October, 2023, by and between the CITY OF GOLETA , a municipal corporation (herein referred to as "City"), and CAL POLY STATE UNIVERSITY, a California Corporation (herein referred to as "Vendor").

SECTION A. RECITALS

1. City has a need to purchase Eucalyptus Trees for the Ellwood Mesa Monarch Butterfly Habitat Management Project; and

2. Vendor represents that it is sufficiently experienced and capable of providing the equipment that is the subject of this agreement and are sufficiently familiar with the needs of the City; and

3. The City procured the equipment in compliance with Goleta Municipal Code Section 3.05.080; and

4. The City Council, on this 17th day of October, 20 23, approved this Agreement and authorized the City Manager to execute this Agreement.

SECTION B. TERMS

1. DESCRIPTION OF EQUIPMENT

The equipment to be purchased is described as follows:

Eucalyptus trees in conjunction with Ellwood Mesa Monarch Butterfly Management Project . Equipment is set forth in the List of Equipment , attached as Exhibit “ A,” and incorporated herein. Vendor shall deliver to City the deliverables defined in Exhibit “A”

2. ACCEPTANCE/AGREEMENT

City of Goleta reserves the right to reject any and all quotations, to waive any informalities, and, unless otherwise specified by Vendor, to accept any item in a quotation. By signing this Purchase Agreement, Vendor agrees to the terms and conditions herein which shall prevail over any inconsistent provision in any form or other paper submitted by Vendor. All shipments or services performed shall be deemed to have been made pursuant hereto. No othe r terms are acceptable. This Purchase Agreement, including all specifications and drawings, bid documents including exhibits, shall constitute the entire agreement between the parties unless modified in writing by the City.

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Public Works Department agreement with Cal Poly State University

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3. CITY’S PROPERTY

Vendor agrees that the information, tools, jigs, dies, or materials, and drawings, patterns, and specification supplied or paid for by the City shall be and remains City’s property and shall be held by Vendor for the City unless directed otherwise. Vendor shall account for such items and keep them protected, insured, and in good working conditions without expense to the City.

4. DELIVERY

The term of delivery is projected for July 30, 2024. Deliveries shall be free on board (FOB) destination and Vendor shall identify with City staff where equipment is to be delivered. The obligation of Vendor to meet the delivery dates, specifications, and quantities set forth herein is of the essence of this Purchase Agreement, no boxing, packing, or cartage charge wil l be allowed .

Deliveries are to be made both in quantities and at times specified herein or, if not, such quantities and times are specified pursuant to the City’s written instruction. Items not delivered may be canceled without penalty to the City. Shipments in greater or lesser quantity than ordered may be returned at Vendor’s expense unless written authorization is issued by the City.

5. PRICES

The total price for equipment identified in Exhibit A shall not exceed the sum of $66,577.50. Notwithstanding the prices set forth in the Purchase Agreement the City shall receive the benefit of any general reduction in the price of any item(s) listed herein which may be made by Vendor at any time prior to the last delivery of goods or services covered by this Purchase Agreement.

6. TERMINATION

The City shall have the right to terminate this Purchase Agreement or any part thereof upon ten (10) d ays notice in writing to Vendor for the following reasons:

a) Without Cause. The City may terminate all or any part of this Purchase Agreement without cause. Any claim by Vendor for damages due to termination without cause must be submitted to the City within thirty (30) days after effective date of termination.

b) For Cause. If Vendor fails to make any delivery in accordance with the agreed delivery date, delivery schedule, or otherwise fails to observe or comply with any of the other instructions, terms, conditions or warranties applicable to this Purchase Agreement, the City may, in addition to any DocuSign Envelope ID: 603D0615-EE6C-4772-882D-C2BA478CD4B6 112
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Public Works Department agreement with Cal Poly State University

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other right or remedy provided by this Purchase Agreement or by law, terminate all or any part of this Purchase Agreement in writing without any liability of the City with respect to Vendor at any time during the term of this Purchase Agreement In the event of termination for cause, the City may purchase supplies or services elsewhere on such terms or in such manner as the City may deem appropriate and Vendor shall be liable to the City for any cost and other expenses incurred by the City which is charged to the City.

7. CITY PROJECT MANAGER

The equipment to be purchased by Vendor shall be accomplished under the general direction of the 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 increase the not to exceed amount Agreement.

8. CHANGES

The City shall have the right at any time by written notice via Purchase Agreement Change Order to Vendor to make changes in the specifications, the quantity of items called for, delivery schedules, and requirements covering testing, packaging, or destination. Any claim by Vendor for adjustment under this clause shall be deemed waived unless made in writing within (10) days after receipt by Vendor of notice of such change. Price increases or extensions of time for delivery shall not be binding on the City unless evidenced by a Purchase Agreement Change Order issued by the City’s Purchasing Officer.

9. INSPECTION

The City shall have the right to inspect and approve or reject any materials, supplies, services and/or installations upon arrival of notice of completion prior to payment without regard to the manne r of shipment, completion, or any shipping or price terms contained in this Purchase Agreement. All materials, supplies, services and/or installations must be furnished as specified.

a) Defective, damaged, and nonconforming materials and/or supplies may be returned for credit or refund, at Vendor’s expense. The City may charge Vendor for all expenses of unpacking, examining, repacking and reshipping of such materials and/or supplies.

b) Defective, incorrect and nonconforming se rvices and/or installations may be returned for credit or refund, at Vendor’s expense. All of the above notwithstanding prior payment by the City.

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10. WARRANTY

Vendor expressly warrants that all materials, supplies, services and/or installations covered by this Purchase Agreement shall:

a) Conform to the specifications, drawings, samples, or other descriptions specified by the City or if none are so specified, to Vendor’s standard specification;

b) Be new and unless specified to the contrary on the face hereof, will be free from defects in material and workmanship and will be free of all liens and encumbrances and will conform to any affirmation of facts made on the container or label;

c) Be adequately contained, packaged, marked, la beled and/or provided in compliance with all applicable federal and state laws and regulations (including materials deemed hazardous);

d) Be performed within the rules and regulations of the Occupational Safety and Health Act of 1970 (as amended);

e) Be produced or transferred or disposed of as required by federal and state laws and regulation under the conditions of the Toxic Substances Control Act; the Hazardous Materials Control and Hazardous Waste Regulations; and other toxic laws and programs. Vendor furth er expressly agrees to protect, indemnify, and hold harmless the City, its employees and agents for any loss, damage, fine, liability, fee (including reasonable charges and fees) or expense arising in connection with or resulting from Vendor’s failure to furnish materials or supplies or perform services that conform with any warranty contained herein.

f) Have good marketable title.

g) All Warranties to be provided under this Purchase Agreement shall be manufacturers’ warranties.

11. GOVERNING LAW

This Purchase Agreement shall be governed by the laws of the State of California.

12. INDEPENDENT CONTRACTOR, INSURANCE

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Public Works Department agreement with Cal Poly State University

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Vendor shall, at V endor’s sole cost and expense, maintain and provide insurance as described herein. All insurance is to be placed with insu rers authorized to do business in the State of California with an A.M. Best and Company rating of A - or better, Class VII or better, or as otherwise approved by C ity. Liability insurance policies required to be provided by V endor hereunder shall be endors ed to adequately protect the City against such damage, liabilities, claims, losses, and expenses (including attorneys’ fees).

Insurance shall include the following (or broader) coverage:

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 in the aggregate.

13. EQUAL OPPORTUNITY CLAUSE

Vendor shall comply with all federal, state, and local laws prohib iting discrimination, including without limitation, laws prohibiting discrimination, because of race, color, national origin, religion, age, sex or handicap.

14. FORCE MAJEURE

The City may delay delivery or acceptance occasioned by causes beyond its control. Vendor shall hold such materials, supplies, services and or installations at the direction of the City and shall deliver them when the cause affecting the delay has been removed. The City shall be responsible only for Vendor’s direct additional costs in holding the goods or delaying performance of this Purchase Agreement at the City’s request. Vendor shall also be excused if delivery is delayed by unforeseen events beyond its rea sonable control, provided Vendor notifies the City as soon as they occur. The City may cancel this Purchase Agreement if such delay exceeds thirty (30) days from the original delivery date. Vendor shall use its best efforts to grant preference to this Purchase Agreement over those of other customers which were placed after this Purchase Agreement.

15. CITY OF AGENT OR FACTOR

Vendor represents that, whenever it executes this Purchase Agreement on behalf of a third party as an agent or factor, it shall disclose the existence of the agency or factor relationship to the City. Vendor shall be deemed to have the legal authority to enter into this Purchase Agreement with the City on behalf of the third party.

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16. INTERPRETATION OF CONTRACT DOCUMENTS

In the event of a conflict between the terms of this Purchase Agreement and the attached specification with respect to any obligation of Vendor, the provision which impose the greater obligations upon Vendor shall prevail.

17. INDEMNIFICATION

Vendor shall protect, defend, indemnify, and hold the City harmless against all damages, liability, claims, losses and expenses (including attorney’s fees) arising out of, or resulting in any way from Vendor’s negligence (including supplying defective products) in providing the goods or services purchased hereunder or from any act or omission of Vendor, its agents, employees, or subcontractors.

18. PERMITS AND LICENSES

Vendor, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, licenses, and certificates, including a CITY business license, that may be required in connection with the performance of services under this Agreement.

19. 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 Vendor.

20. USE OF THE TERM “CITY”
Reference to “C ity” in this Agreement includes City Manager or any authorized representative acting on behalf of City.

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

22. ENTIRE AGREEMENT BETWEEN PARTIES
Except for Vendor’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.

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23. 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.

24. 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: City Manager
City of Goleta
130 Cremona Drive, Suite B
Goleta, CA 93117
TO VENDOR: May Reid-Marr, Project Analyst
Biological Sciences Dept - Cal Poly State
University
San Luis Obispo, CA, 93407

25. 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.

26. FEDERAL REQUIREMENTS
FEMA financial assistance will be used to fund all or a portion of this contract. The vendor shall comply with all federal requirements including, but not limited to, the following:

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

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

Subcontracts, if any, shall contain a provision making them subject to all of the provisions stipulated in the contract, including but not limited to, 2 C.F.R.

Part 200 and the Federal Contract Provisions.

With respect to any conflict between such federal requirements and the terms of this contract and/or the provisions of state law and except as DocuSign Envelope ID: 603D0615-EE6C-4772-882D-C2BA478CD4B6 117
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otherwise required under federal law or regulation, the more stringent requirement shall control.

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

CITY OF GOLETA VENDOR

__________________________ _______________________
Robert Nisbet, City Manager May Reid-Marr, Project Analyst - Biological Sciences Department

ATTEST:

_____________________________
Deborah Lopez, City Clerk

APPROVED AS TO FORM:

MEGAN GARIBALDI, CITY ATTORNEY

_____________________________
Scott Shapses, Deputy City Attorney

EXHIBIT A

Tree Order:
609 of Eucalyptus Sideroxylon
183 of Eucalyptus Diversicolor
15 of Eucalyptus Globulus

Total Cost/Delivery:

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Trees are sold by the size of the container they come in.

All Trees will be delivered in a 15-gallon bucket at a set amount of $82.50 each, for a total of $66,577.50.

Delivery will be in spring/summer 2024 once the trees are ready for delivery.

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EXHIBIT B

FEDERAL CONTRACT PROVISIONS
During the performance of this contract, Cal Poly State University (the “Vendor”) shall comply with all applicable federal laws and regulations including but not limited to the federal contract provisions in this Exhibit. In this Exhibi t, the term “Agency” shall mean the local agency entering into this contract with the Vendor.

1. CONTRACTING WITH SMALL AND MINORITY FIRMS, WOMEN’S
BUSINESS ENTERPRISE AND LABOR SURPLUS AREA FIRMS (2
C.F.R. § 200.321)

A. Vendor shall be subject to 2 C.F.R. § 2 00.321 and will take affirmative steps to assure that minority firms, women’s business enterprises, and labor surplus area firms are used when possible and will not be discriminated against on the grounds of race, color, religious creed, sex, or national origin in consideration for an award.

B. Affirmative steps shall include:

i. Placing qualified small and minority businesses and women ’s business enterprises on solicitation lists;

ii. Assuring that small and minority businesses, and women ’s business enterprises are solicited whenever they are potential sources;

iii. Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority business, and women’s business enterprises;

iv. Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority business, and women’s business enterprises; and

v. Using the services/assistance of the Small Business
Administration (SBA), and the Minority Business Devel opment Agency (MBDA) of the Department of Commerce.

Vendor shall submit evidence of compliance with the foregoing affirmative steps when requested by the Agency.

Notwithstanding the foregoing, the affirmative steps requirements detailed above do not apply in the case of a noncompetitive procurement made under the emergency exception/exigency exception to competitive DocuSign Envelope ID: 603D0615-EE6C-4772-882D-C2BA478CD4B6 120
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procurements.

2. COST PRINCIPLES (2 C.F.R. PART 200, SUBPART E)

A. If any indirect costs will be charged to the Agency under this contract, such costs must conform to the cost principles set forth under the Uniform Rules at 2 C.F.R. Part 200, subpart E (“Cost Principles”). In general, costs must (i) be necessary and reasonable; (ii) allocable to the grant award; (iii) conform to any limitations or exclusions set forth in the Cost Principles; (iv) be adequately documented; and (v) be determined in accordance with generally accepted accounting principles (“GAAP”), except, for state and local governments and Indian tribes only, as otherwise provid ed for in 2 C.F.R. Part 200, subpart E. 2 C.F.R. § 200.403. Costs that are determined unallowable pursuant to a federal audit are subject to repayment by Vendor.

3. ACCESS TO RECORDS & RECORD RETENTION (2 C.F.R. 200.336)

A. Vendor shall comply with 2 C.F.R. § 200.336 and provide the Federal Agency, Inspectors General, the Comptroller General of the United States, Agency, and the State of California or any of their authorized representatives access, during normal business hours, to documents, papers, books and records which are directly pertinent to this contract for the purposes of making and responding to audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to the Vendor ’s personnel for the purpose of interview and discussion related to the books and records.

B. The Vendor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed.

C. The Vendor agrees to provide the Federal Agency or its authorized representatives access to construction or other work sites pertaining to the work being completed under the contract.

4. REQUIRED CONTRACT PROVISIONS IN ACCORDANCE WITH
APPENDIX II TO PART 200 – CONTRACT PROVISIONS FOR NON - FEDERAL ENTITY CONTRACTS UNDER FEDERAL AWARDS (2 C.F.R. § 200.326)

A. Appendix II to Part 200 (A); Appendix II to Part 200 (B): Remedies for Breach; Termination for Cause/Convenience. If the contract is in excess of $10,000 and the contract does not include provisio ns for both DocuSign Envelope ID: 603D0615-EE6C-4772-882D-C2BA478CD4B6 121
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termination for cause and termination for convenience by the Agency, including the manner by which it will be effected and the basis for settlement, then the following termination clauses shall apply. If the contract is for more than the simpl ified acquisition threshold (see 2 C.F.R. § 200.88) at the time the contract is executed and does not provide for administrative, contractual, or legal remedies in instances where Contractor violates or breaches the terms of the contract, then the following termination clauses shall apply and have precedence over the contract. Otherwise, the following termination clauses shall not be applicable to the contract.

i. Termination for Convenience. The Agency may, by written notice to Vendor, terminate this contract for convenience, in whole or in part, at any time by giving written notice to Vendor of such termination, and specifying the effective date thereof (“Notice of Termination for Convenience”). If the termination is for the convenience of the Agency, t he Agency shall compensate Vendor for work or materials fully and adequately provided through the effective date of termination. No amount shall be paid for unperformed work or materials not provided, including anticipated profit. Vendor shall provide docu mentation deemed adequate by the Agency to show the work actually completed or materials provided by Vendor prior to the effective date of termination. This contract shall terminate on the effective date of the Notice of Termination.

ii. Termination for Cause. If Vendor fails to perform pursuant to the terms of this contract, the Agency shall provide written notice to Vendor specifying the default (“Notice of Default”). If Vendor does not cure such default within ten (10) calendar days of receipt of Notice of Default, the Agency may terminate this contract for cause. If Vendor fails to cure a default as set forth above, the Agency may, by written notice to Vendor, terminate this contract for cause, in whole or in part, and specifying the effective date thereof (“Notice of Termination for Cause”). If the termination is for cause, Vendor shall be compensated for that portion of the work or materials provided which has been fully and adequately completed and accepted by the Agency as of the date the Agency provides the Notice of Termination. In such case, the Agency shall have the right to take whatever steps it deems necessary to complete the project and correct Vendor ’s deficiencies and charge the cost thereof to Vendor, who shall be liabl e for the full cost of the Agency ’s corrective action, including reasonable DocuSign Envelope ID: 603D0615-EE6C-4772-882D-C2BA478CD4B6 122
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overhead, profit and attorneys’ fees.

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

iv. Additional Termination Provisions. Upon receipt of a Notice of Termination, either for cause or for convenience, Vendor s hall promptly discontinue the work unless the Notice directs to the contrary. Vendor shall deliver to the Agency and transfer title (if necessary) to all provided materials and completed work, and work in progress including drafts, documents, plans, forms , maps, products, graphics, computer programs and reports. The rights and remedies of the parties provided in this Section are in addition to any other rights and remedies provided by law or under this contract. Vendor acknowledges the Agency’s right to terminate this contract with or without cause as provided in this Section, and hereby waives any and all claims for damages that might arise from the Agency’s termination of this contract. The Agency shall not be liable for any costs other than the charges or portions thereof which are specified herein. Vendor shall not be entitled to payment for unperformed work or materials not provided, and shall not be entitled to damages or compensation for termination of work or supply of materials. If Agency terminates this contract for cause, and it is later determined that the termination for cause was wrongful, the termination shall automatically be converted to and treated as a termination for convenience. In such event, Vendor shall be entitled to receive only the amounts payable under this Section, and Vendor specifically waives any claim for any other amounts or damages, including, but not limited to, any claim for consequential damages or lost profits. The rights and remedies of the Agency provided in this Section shall not be exclusive and are in addition to any other rights and remedies provided by law, equity or under this contract including, but not limited to, the right to specific performance.

B. Appendix II to Part 200 I – Equal Employment Opportunity: Except as otherwise provided under 41 C.F.R. Part 60, Vendor shall comply with the following equal opportunity clause, in accordance with Executive Order 11246 of September 24, 1965 entitled “Equal Employment Opportunity,” as amended by Executive Order 1137 5 of October 13, DocuSign Envelope ID: 603D0615-EE6C-4772-882D-C2BA478CD4B6 123
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1967 and implementation regulations at 41 C.F.R. Chapter 60:

i. Vendor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. Vendor will take affirmative action to insure that applicants are employed and that employees are treated equally during employment, without regard to race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment upgrading, demotion, transfer,
recruitment, or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training including apprenticeship. Vendor agrees to post in conspicuous places, available to employees and applicants f or employment, notices to be provided by the Agency setting forth the provisions of this nondiscrimination clause.

ii. Vendor will, in all solicitations or advertisements for employees placed by or on behalf of Vendor, state that all qualified applicants will receive consideration for employment without regard to their race, color, religion, sex, or national origin.

iii. Vendor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the
compensation information of other employees or applicants as a part of such employee ’s essential job functions discloses the compensation of such other employees or applicants to
individuals who do not otherwise have access to such
information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with Vendor ’s legal duty to furnish information.

iv. Vendor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer, advising the labor union or workers ’ representative of the contractor ’s commitments under Sec tion 202 of Executive Order No. 11246 of September 24, 1965, and DocuSign Envelope ID: 603D0615-EE6C-4772-882D-C2BA478CD4B6 124
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shall post copies of the notice in conspicuous places available to employees and applicants for employment.

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

vi. Vendor will furnish all information and reports required by Executive Order No. 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of L abor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.

vii. In the event of Vend or’s noncompliance with the
nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be cancelled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order No.11246 of Sept. 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order No.11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.

viii. Vendor will include the provisions of paragraphs (i) through (viii) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor iss ued pursuant to Section 204 of Executive Order No. 11246 of September 24,1965, so that such provisions will be binding upon each subcontractor or vendor. Vendor will take such action with respect to any subcontract or purchase order as may be directed by t he Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that in the event Vendor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction, Vendor may request the United States to enter into such litigation to protect the interests of the United States.

C. Appendix II to Part 200 (D) – Davis-Bacon Act; Copeland Act: Not DocuSign Envelope ID: 603D0615-EE6C-4772-882D-C2BA478CD4B6 125
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applicable to this contract.

D. Appendix II to Part 200 I – Contract Work Hours and Safety Standards Act:

i. If this contract is in excess of $100,000 and involves the employment of mechanics or laborers, Vendor shall comply with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F. R. Part 5). Under 40 U.S.C. 3702, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for tr ansportation or transmission of intelligence.

ii. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any wor kweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one -half times the basic rate of pay for all hours worked in excess of forty hours in such workweek.

iii. In the event of any violation of the clause set forth in paragraph (ii) of this section the contractor and any subcontractor responsible therefore shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (ii) of this section, in the sum of $10 for each calendar day on which such individual was required or DocuSign Envelope ID: 603D0615-EE6C-4772-882D-C2BA478CD4B6 126
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permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (ii) of this section.

iv. The Agency shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the Vendor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (iii) of this section.

v. The Vendor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (ii) through (v) of this Section and also a clause requiring the subcontractors to in clude these clauses in any lower tier subcontracts. The Contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (ii) through (v) of this Section.

E. Appendix II to Part 200 (F) – Rights to Inventions Made Under a Contract or Agreement:

i. If the Federal award meets the definition of “funding agreement” under 37 C.F.R. § 401.2(a) and the non-Federal entity wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the non -Federal entity must comply with the requirements of 37 C.F.R. Part 401 (Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Unde r Government Grants, Contracts and Cooperative Agreements), and any implementing regulations issued by the Agency.

ii. The regulation at 37 C.F.R. § 401.2(a) currently defines “funding agreement” as any contract, grant, or cooperative agreement entered into between any Federal agency, other than the Tennessee Valley Authority, and any contractor for the
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performance of experimental, developmental, or research work funded in whole or in part by the Federal government. This term also includes any assignment, su bstitution of parties, or subcontract of any type entered into for the performance of experimental, developmental, or research work under a funding agreement as defined in the first sentence of this paragraph.

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

F. Appendix II to Part 200 (G) – Clean Air Act and Federal Water Pollution Control Act: If this contract is in excess of $150,000, Vendor shall comply with all applicable standards, orders, or requirements issued pursuant to the Clean Air Act (42 U.S.C. 7401 -7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387).

i. Pursuant to the Clean Air Act, (1) Vendor agrees to compl y with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq., (2) Vendor agrees to report each violation to the Agency and understands and agrees that the Agency will, in turn, report each violation as required to assure notification to the Federal awarding agency and the appropriate Environmental Protection Agency Regional Office, and (3) Vendor agrees to include these requirements in each subcontract exceeding $150,000.

ii. Pursuant to the Federal Water Pollution Control Act, (1) Vendor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq., (2) Vendor agrees to report each violatio n to the Agency and understands and agrees that the Agency will, in turn, report each violation as required to assure notification to the Federal awarding agency and the appropriate Environmental Protection Agency Regional Office, and (3) Vendor agrees to include these requirements in each subcontract exceeding $150,000.

G. Appendix II to Part 200 (H) – Debarment and Suspension: A contract DocuSign Envelope ID: 603D0615-EE6C-4772-882D-C2BA478CD4B6 128
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award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Awa rd Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 C.F.R. part 1986 Comp., p. 189) and 12689 (3 C.F.R. part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.

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

ii. Vendor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into.

iii. This certification is a material r epresentation of fact relied upon by Agency. If it is later determined that Vendor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the Agency, the Federal Government may pursue availabl e remedies, including but not limited to suspension and/or debarment.

iv. Vendor warrants that it is not debarred, suspended, or otherwise excluded from or ineligible for participation in any federal programs. Vendor also agrees to verify that all subcontract ors performing work under this contract are not debarred,
disqualified, or otherwise prohibited from participation in accordance with the requirements above. Vendor further agrees to notify the Agency in writing immediately if Vendor or its subcontractors are not in compliance during the term of this contract.

H. Appendix II to Part 200 (I) – Byrd Anti-Lobbying Act: If this contract is in excess of $100,000, Vendor shall have submitted and filed the required certification pursuant to the Byrd Anti-Lobbying Amendment (31 U.S.C. § 1353). If at any time during the contract term funding exceeds DocuSign Envelope ID: 603D0615-EE6C-4772-882D-C2BA478CD4B6 129
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$100,000.00, Vendor shall file with the Agency the Federal Standard Form LLL titled “Disclosure Form to Report Lobbying.” Vendors that apply or bid for an award exceedi ng $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352.

Each tier must also disclose any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient.

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

i. Vendor shall comply with section 6002 o f the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include
procuring only items designated in guidelines of the
Environmental Protection Agency (EPA) at 40 C.F.R. part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceede d $10,000; procuring solid waste
management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement.

ii. In the performance of this contract, the Vendor shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired:

Competitively within a timeframe providing for compliance with the contra ct performance schedule; Meeting contract
performance requirements; or at a reasonable price.

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

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

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

C. Vendor acknowledges that 3 1 U.S.C. Chapter 38 (Administrative Remedies for False Claims and Statements) applies to the Vendor’s actions pertaining to this contract.

D. The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the Agency, Vendor, any subcontractors or any other party pertaining to any matter resulting from the contract.

E. General and Administrative Expenses And Profit For Time And Materials Contracts/Amendments.

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

ii. Profit shall be negotiated as a separate element of the cost. To establish a fair and reasonable profit, consideration must be given to the complexity of the work to be performed, the risk borne by the Vendor, the Vendor ’s investment, the amount of subcontracting, the quality of its record of past performance, and industry profit rates in the surrounding geographical area for similar work.

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

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Goleta City CouncilOctober 17, 2023

Goleta City Council
October 17, 2023