Goleta City Council
December 19, 2023

Agenda Item A.11

CONSENT CALENDAR
Meeting Date: December 19, 2023
TO: Mayor and Councilmembers
FROM: Charles W. Ebeling, Public Works Director
CONTACT: Andrew Fuller, Senior Engineer
SUBJECT: Agreement Amendments for the Ellwood Beach Drive Drainage Repair Project
RECOMMENDATION:

A. Authorize the City Manager to execute Amendment No. 1 to Agreement No. 2022-099 with Rincon Consultants, Inc ., for environmental consultin g services, increasing the agreement amount by $14,259 for a new total not -to-exceed amount of $104,259, extending the termination date to December 31, 2024, and updating the hourly rates; B. Authorize the City Manager to execute Amendment No. 1 to Agreement No. 2023-091 with MNS Engineers, Inc. for professional survey services, increasing the agreement amount by $5,210 for a new total not -to-exceed amount of $109, 210 and with a termination date of December 31, 2024;
C. Approve a budget appropriation transfer of $100,000 from account 101-50-5200- 54004 to account 101-90-9119-57070 as identified in the fiscal impact section of this report; and
D. Approve a budget appropriation transfer of $100,000 from account 234-90-9119- 57070 to account 234-90-9033-57071.

BACKGROUND:

The Ellwood Beach Drive Drainage Repair Project (Project) (CIP Project No. 9119) site is located at the southern terminus of Ellwood Beach Drive in the western portion of the City. The project site is located in the Coastal Zone and within an Environmentally Sensitive Habitat Area . In the existing condition, stormwater flows south on Ellwood Beach Drive via curb gutters toward a drainage pipe that conveys stormwater into Devereux Creek. This drainage system has been subject to clogging by debris which has caused erosion to an adjacent slope over time. The project was designated as a planned CIP project and on September 20, 2022 , City Council approved a professional services agreement with Rincon Consultants, Inc. (Rincon) as a first step in the project to provide environmental consulting services including environmental surveys and preparation of 1 Meeting Date: December 19, 2023

environmental studies. The environmental requirements were to be developed first to determine the type of construction work that would be permitted and time constraints, then a design firm would be hired.

After the winter storms in January and March of 2023 the condition of the slope continued to worsen due to ongoing erosion and the outlet pipe became disconnected. Emergency repairs were performed in May 2023 to improve the flow and stabilize the site, allowing the continued function of the system until permanent improvements can be completed.

On August 15, 2023, the City Council approved a professional services agreement with MNS Engineers, Inc. (MNS ) to provide civil engineering consulting services including survey, geotechnical investigation and reporting, and civil design services for the permanent improvements. MNS is currently working on a preliminary design to be reviewed by the City before the end of 2023.

On March 7, 2023, and June 6, 2023, the City Council approved budget allocations of $50,000 each towards the Project, allocating the funds from the Storm Drain Development Impact Fee (DIF) Fund.

DISCUSSION:

The proposed contract amendments will allow the Project team to continue work on the planning and design of the permanent improvements . The budget revisions will release Storm Drain DIF funds for use on projects more applicable to their purpose.

Rincon Consultants, Inc.

Rincon Consultants, Inc. (Rincon) is under contract to provide environmental consul ting services including biological and cultural resource analysis and reporting and assistance with regulatory permitting. The project was postponed due to staffing constraints and the storm events in early 2023 that demanded Public Works staff’s attention and emergency repairs. Staff recommends approval of an amendment to Agreement No. 2022-099 with Rincon to continue providing environmental consulting services on the Project. Staff recommends the extension due to the yearlong delay in the Project, work required to update previous work performed, and an updated project schedule.

Amendment No. 1 will increase the contracting authority by $14,259 for a new total not - to-exceed amoun t of $104,259, with a new termination date of December 31, 2024 (Attachment 1). The Professional Services Agreement 2022-099 with Rincon is provided in Attachment 2. This will be enough funding to get the project to the final design phase.

MNS Engineers, Inc.

MNS Engineers, Inc. (MNS) is under contract to provide civil engineering consulting services including surveying, geotechnical analysis and reporting, and civil improvements design. The survey and geotechnical field work have been complete d and site improvement design is underway. Due to the proximity of the proposed improvements to 2 Meeting Date: December 19, 2023

adjacent privately -owned structures, the City has requested MNS to supplement its survey with the right of way limits and property lines in the vicinity. Staff recommend approval of an amendment to Agreement No. 2023-091 with MNS to include t he survey work.

Amendment No. 1 will increase the contract authority by $5,210 for a new total not -to- exceed amount of $109,210 , with a current termination date of December 31, 2024 (Attachment 3). Professional Design Services Agreement 2023-091 with MNS is provided as Attachment 4.

Budget Reconciliation

During the Fiscal Year 2022-23 Second and Third Quarter Budget Adjustments on March 7, 2023, and June 6, 2023, respectively, City Council approved one-time transfers in the amount of $50,000 each from the Storm Drain Development Impact Fee (DIF) fund to the Ellwood Beach Drive Drainage Repair Project for a total project balance of $100,000 . A report titled Develop ment Impact Fee Update, published in January 2019 , provides the background and justification for the Storm Drain DIF. The report states that:

“The City may use storm drain facilities impact fee revenue to fund any capital project that expands the capacity of the City’s storm drain facilities.”

The report also states that if revenue is used to replace an existing facility without expanding capacity, the fee can only fund 25% of project costs to account for anticipated 25% growth from new development. Considering this project will not expand the capacity of the storm drain system and there is minimal likelihood of new development in this area that would benefit from the repaired system , Public Works staff recommend releasing Storm Drain DIF funds and appropriating them to the Hollister Avenue Bridge Project which aligns with the intended use of the funds. In response, Public Works staff recommend appropriating $100,000 from the Emergency Response account , 101 -50- 5200-54004, set aside for storm related projects to cover the balance.

FISCAL IMPACTS:

Table 1 below summarizes the total estimated project costs.

Table 1: Estimated Project Costs

Project Components  Costs    Funding Source  Funding Amounts Conceptual Design $5,000 General (101) $243,000
Environmental $100,000
Final Design $264, 225
Land Acquisition $0
Construction* $871,200 Unfunded $997,425
Total:  $1,240,425  Total:  $1,240,425
3 Meeting Date: December 19, 2023

*Estimated Costs
Table 2 below summarizes the project budget amounts, including carryovers, and funding source. There are sufficient funds in the adopted FY 23/24 budget to cover the cost of the professional services associated with this amendment.

Table 2: Ellwood Beach Drive Drainage Repair Project Funding Fund
Type
Account FY 23/24
Current
Budget*
YTD Actuals/
Encumbrances
Requested
Appropriation
Total
Available
Budget
General 101-90-
9119-57070
(Design)
$134,359 $85,359 $100,000** $49,000
Storm
Drain DIF
234-90-
9119-57070
(Design)
$100,000 $100,000 -$100,000** $0
Total $234,359 $185,359 $0 $49,000
*Includes projected FY 22/23 carryovers
**Reappropriation of encumbrance from Storm Drain DIF account to General Fund account
The Emergency Response account, 101-50-5200-54004, has approximately $168,303 of unencumbered budget that is available to support the $100,000 transfer to the Ellwood Beach Drive Drainage Repair Project.

ALTERNATIVES:

City Council may elect not to execute the contract amendments and/or approve the budget appropriations. Doing so would delay the design and construction of permanent improvements to address the current potential for further damage in the area over time.

Additionally, this Project provides an opportunity to implement improvements identified in the City’s Watershed Management Plan which would also be delayed.

Reviewed By: Legal Review By: Approved By:
___________________ ___________________ _________________ Kristine Schmidt Megan Garibaldi Robert Nisbet
Assistant City Manager City Attorney City Manager
ATTACHMENTS:

1. Amendment No. 1 to Professional Services Agreement 2022 -099 with Rincon Consultants, Inc.
4 Meeting Date: December 19, 2023

2. Professional Services Agreement 2022-099 with Rincon Consultants, Inc.

3. Amendment No. 1 to Professional Design Services Agreement 2023-091 with MNS Engineers, Inc.

4. Professional Design Services Agreement 2023-091 with MNS Engineers, Inc. 5 ATTACHMENT 1

Amendment No. 1 to Professional Services Agreement No. 2022-099 with Rincon Consultants, Inc.

6 City of Goleta
Amendment No. 1 to Agreement No. 2022-099

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 September 20, 2022 (“Agreement,” Agreement No. 2022-099) is made on this 19th day of December, 2023.

SECTION A. RECITALS

1. This Agreement is for the professional environmental consulting services for the Ellwood Beach Drive Drainage Repair Project; and

2. The Agreement currently provides in Section 3 Subsection (a) for the total compensation amount not to exceed $90,000; and

3. The parties desire to amend the Agreement so as to provide for additional compensation in the amount of $14,259 for continued tasks; and

4. The Agreement currently provides in Section 6 for the termination of the Agreement on December 31, 2023; and

5. The parties desire to amend the Agreement so as to extend the termination of the Agreement to December 31, 2024; and

6. The Agreement currently provides in Exhibit B entitled “Fee Schedule” 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. The City Council approved this Amendment No. 1, on this _____ day of ____, 20_____.

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: CAC7F33A-662E-427F-8A01-799C7509960F 7 City of Goleta
Amendment No. 1 to Agreement No. 2022-099

1. Subsection (a) of Section 3. COMPENSATION AND PAYMENT of the Agreement is amended to add an additional authorized amount of $14,259 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 $104,259 (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 December 31, 2024, after which any change in said rates and expenses must be approved in writing by CITY's Project Manager as described in Section 5 (CITY is to be given 60 days notice of any rate increase request), provided the not to exceed amount is the total compensation due CONSULTANT
for all work described under this AGREEMENT.

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

The term of this Agreement is from the date first written above to December 31, 2024, unless the term of this Agreement is extended or the Agreement is terminated as provided for herein.

CONSULTANT shall not commence work on the services to be performed until (i) CONSULTANT furnishes proof of insurance as required by Section 10 below, and (ii) CITY gives written authorization to proceed with the work provided by CITY’s Project Manager. All services shall be completed within the term of this Agreement following the notice to proceed.

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.

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

DocuSign Envelope ID: CAC7F33A-662E-427F-8A01-799C7509960F 8 City of Goleta
Amendment No. 1 to Agreement No. 2022-099

Exhibit B “Fee Schedule” with Exhibit B-1 “Fee Schedule” 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.

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 Jennifer Haddow, Vice President

ATTEST:

_____________________________ ______________________________ Deborah Lopez, City Clerk Richard Daulton, Secretary

APPROVED AS TO FORM:

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

DocuSign Envelope ID: CAC7F33A-662E-427F-8A01-799C7509960F 9 Rincon Consultants, Inc.

Standard Fee Schedule for Environmental Sciences and Planning Services Professional, Technical and Support Personnel* January 1, 2024 – December 31, 2024 Senior Principal $319
Principal $307
Director $307
Senior Supervisor II $292
Supervisor I $272
Senior Professional II $255
Senior Professional I $238
Professional IV $211
Professional III $196
Professional II $174
Professional I $155
Associate III $130
Associate II $117
Associate I $109
Field Technician $94
Data Solutions Architect $196
Senior GIS Specialist $187
GIS/CADD Specialist II $167
GIS/CADD Specialist I $150
Technical Editor $147
Project Accountant $125
Billing Specialist $107
Publishing Specialist $120
Clerical $107
* Professional classifications include environmental scientists, urban planners, biologists, geologists, marine scientists, GHG verifiers, sustainability experts, cultural resources experts, and other professionals. Expert witness services consisting of depositions or in-court testimony are charged at the hourly rate of $400.

Reimbursable Expenses
Direct Cost Rates
Photocopies – B/W $0.25 (single-sided), $0.45 (double-sided) Photocopies – Color $1.55 (single-sided), $3.10 (double-sided) Photocopies – 11” by 17” $0.55 (B/W), $3.40 (color)
Oversized Maps $8.50/square foot
Digital Production $15/CD, $20/flash drive
Light-Duty and Passenger Vehicles* $90/day
4WD and Off-Road Vehicles* $150/day
* Current IRS mileage rate for mileage over 50 and for all miles incurred in employee-owned vehicles.

Other direct costs associated with the execution of a project, that are not included in the hourly rates above, are billed at cost plus 16%. These may include, but are not limited to, laboratory and drilling services, subcontractor services, authorized travel expenses, permit charges and filing fees, mailings and postage, performance bonds, sample handling and shipment, rental equipment, and vehicles other than covered by the above charges.

Annual Escalation. Standard rates subject to 3.5% annual escalation, on January 1.

Payment Terms. All fees will be billed to Client monthly and shall be due and payable upon receipt or as indicated in the contract provisions for the assignment. Invoices are delinquent if not paid within 10 days from receipt or per the contractually required payment terms.

Exhibit B-1
Fee Schedule
DocuSign Envelope ID: CAC7F33A-662E-427F-8A01-799C7509960F 10 Rincon Consultants, Inc.

Equipment Rate
Environmental Site Assessment
Soil Vapor Extraction Monitoring Equipment $160
Four Gas Monitor $137
Flame Ionization Detector $110
Photo Ionization Detector $82
Hand Auger Sampler $62
Water Level Indicator, DC Purge Pump $46
CAPDash $7,500
Natural Resources Field Equipment
UAS Drone $276
Spotting or Fiberoptic Scope $170
Pettersson Bat Ultrasound Detector/Recording Equipment $170 Sound Level Metering Field Package (Anemometer, Tripod and Digital Camera) $113 GPS (Submeter Accuracy) $67
Infrared Sensor Digital Camera or Computer Field Equipment $57 Scent Station $23
Laser Rangefinder/Altitude $11
Pitfall Traps, Spotlights, Anemometer, GPS Units, Sterilized Sample Jar $9 Mammal Trap, Large/Small $1.55/$0.55
Water and Marine Resources Equipment
Boat (20-foot Boston Whaler or Similar) $800
Multiparameter Sonde (Temperature, Conductivity, Turbidity, DO, pH) with GPS $170 Water Quality Equipment (DO, pH, Turbidity, Refractometer, Temperature) $62 Refractometer (Salinity) or Turbidity Meter $38
Large Block Nets $114
Minnow Trap $98
Net, Hand/Large Seine $57
Field Equipment Packages
Standard Field Package (Digital Camera, GPS, Thermometer, Binoculars, Tablet, Safety Equipment, and Botanic Collecting Equipment)
$114
Remote Field Package (Digital Camera, GPS, Thermometer, Binoculars, Tablet and Mifi, Delorme Satellite Beacon, 24‐Hour Safety Phone)
$144
Amphibian/Vernal Pool Field Package (Digital Camera, GPS, Thermometer, Decon Chlorine, Waders, Float Tube, Hand Net, Field Microscope)
$170
Fisheries Equipment Package (Waders, Wetsuits, Dip Nets, Seine Nets, Bubblers, Buckets) $57 Underwater and Marine Sampling Gear (Photo/Video Camera, Scuba Equipment [Tanks, BCD, Regulators, Wetsuits, etc.])
$57/diver
Marine Field Package (Personal Flotation Devices, 100-foot Reel Tapes with Stainless Carabiners, Pelican Floats, Underwater Slates, Thermometer, Refractometer, Anemometer, Various Field Guides)
$100
Insurance, Hazard, and Fees
Historic Research Fees $55
L&H Dive Insurance $57/diver
Level C Health and Safety $70/person
DocuSign Envelope ID: CAC7F33A-662E-427F-8A01-799C7509960F 11 ATTACHMENT 2

Professional Services Agreement No. 2022-099 with Rincon Consultants, Inc.

12 City of Goleta
Department and Rincon Consultants, Inc.

Project Name: Ellwood Beach Drive Drainage Repair (Project #9119)

AGREEMENT FOR PROFESSIONAL SERVICES

BETWEEN THE CITY OF GOLETA
AND
Rincon Consultants, Inc.

This AGREEMENT FOR PROFESSIONAL SERVICES (herein referred to as “AGREEMENT”) is made and entered into this 20th day of September 2022, by and between the CITY OF GOLETA, a municipal corporation (herein referred to as "CITY"), and RINCON CONSULTANTS, INC., a California Corporation (herein referred to as "CONSULTANT").

SECTION A. RECITALS

1. The CITY has a need for professional environmental services for the Ellwood Beach Drive Drainage Repair Project (Project #9119) and

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

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

4. The City Council, on this 20
th day of September 2022 approved this
AGREEMENT and authorized the City Manager to execute the AGREEMENT.

SECTION B. TERMS

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

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

Professional Services in conjunction with Ellwood Beach Drive Drainage Repair. Services shall generally include Technical Reports and Consultation Assistance, Initial Study-Mitigated Negative Declaration, attendance at a public meeting, project management, 






 
 
 







DocuSign Envelope ID: B8CAEABF-368E-41ED-9C12-76FA4E62B4A5 2022-099
13 City of Goleta
Department and Rincon Consultants, Inc.

and coordination with the California Coastal Commission 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 $90,000 (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, 2023, after which any change in said rates and expenses must be approved in writing by CITY's Project Manager as described in Section 5 (CITY is to be given 60 days notice of any rate increase request), provided the not to exceed amount is the total compensation due CONSULTANT for all work described under this AGREEMENT.
(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: B8CAEABF-368E-41ED-9C12-76FA4E62B4A5 14 City of Goleta
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5. CITY PROJECT MANAGER AND SERVICES BY CITY
The services to be performed by CONSULTANT shall be accomplished under the general direction of, and coordinate with, CITY's "Project Manager", as that staff person is designated by CITY from time to time, and who presently is Debbie Talarico, Project Manager shall have the authority to act on behalf of the CITY in administering this AGREEMENT but shall not be authorized to extend the term of the AGREEMENT or increase the not to exceed amount.

6. TERM, PROGRESS AND COMPLETION
The term of this AGREEMENT is from the date first written above to December 31, 2023, unless term of this AGREEMENT is extended, or the AGREEMENT is terminated as provided for herein.

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

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.

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

Shelby Cramton 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: B8CAEABF-368E-41ED-9C12-76FA4E62B4A5 15 City of Goleta
Department and Rincon Consultants, Inc.

8. 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.

9. 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.







 
 
 







DocuSign Envelope ID: B8CAEABF-368E-41ED-9C12-76FA4E62B4A5 16 City of Goleta
Department and Rincon Consultants, Inc.

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

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

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

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

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

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

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

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

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

e) Evidence of coverage (including the workers’ compensation and employer’s liability policies) shall provide that coverage shall not be 






 
 
 







DocuSign Envelope ID: B8CAEABF-368E-41ED-9C12-76FA4E62B4A5 17 City of Goleta
Department and Rincon Consultants, Inc.

suspended, voided, canceled or reduced in coverage or in limits except after 30 days’ prior written notice has been given to CITY. Such provision shall not include any limitation of liability of the insurer for failure to provide such notice.

f) No liability insurance coverage provided to comply with this AGREEMENT shall prohibit CONSULTANT, or CONSULTANT’s
employees, or agents, from waiving the right of recovery prior to a loss.

CONSULTANT waives its right of recovery against CITY.

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

h) There shall be no recourse against CITY for payment of premiums or other amounts with respect to the insurance required to be provided by CONSULTANT hereunder. Any failure, actual or alleged, on the part of CITY to monitor compliance with these requirements will not be deemed as a waiver of any rights on the part of CITY. CITY has no additional obligations by virtue of requiring the insurance set forth herein. In the event any policy of insurance required under this AGREEMENT does not comply with these requirements or is canceled and not replaced, CITY has the right but not the duty to obtain the insurance it deems necessary, and any premium paid by CITY will be promptly reimbursed by CONSULTANT or CITY will withhold amounts sufficient to pay premium from CONSULTANT payments.

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

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







 
 
 







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11. 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.

12. 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.

13. 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.

14. 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.







 
 
 







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15. 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.

16. 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.

17. 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.

18. 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.

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

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






 
 
 







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20. 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.

21. 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.

22. 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.

23. 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.

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

25. 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.

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







 
 
 







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27. 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.

28. 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.

29. 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.

30. 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: Attention: Shelby Cramton, Environmental Planner
Rincon Consultants, Inc.
209 East Victoria Street
Santa Barbara, CA, 93101

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








 
 
 







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

CITY OF GOLETA Rincon Consultants, Inc.

_____________________________ _____________________________ Robert Nisbet, City Manager Deanna Hansen, Vice President/Principal

A T T E S T

_____________________________ _____________________________ Deborah Lopez, City Clerk Richard Daulton, Secretary/Principal

APPROVED AS TO FORM:

MEGAN GARIBALDI, CITY ATTORNEY

_____________________________
Winnie Cai, Assistant City Attorney








 
 
 







DocuSign Envelope ID: B8CAEABF-368E-41ED-9C12-76FA4E62B4A5 23 City of Goleta
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Exhibit A
Scope of Work

Task 1. Technical Reports and Consultation Assistance
Consultant shall prepare project-specific technical reports for biological and cultural resources, as described in Subtasks 1.1 and 1.2 below. Consultant shall provide draft technical reports in electronic format (Microsoft Word and PDF) for City review. Consultant shall revise each draft report based on one round of consolidated comments from the City, to be provided in an electronic, editable format. The final version of the reports shall be provided in electronic format. This scope of work and cost estimate do not include providing technical reports that are accessible pursuant to the Americans with Disabilities Act (ADA) or printed copies.

However, accessible documents and/or printed copies can be provided for an additional fee. Optional Subtask 1.2.5 have been included for Consultant to assist the City with Native American consultation in accordance with Assembly Bill (AB) 52, if requested.

Subtask 1.1. Biological Resources
Subtask 1.1.1. Biological Resources Assessment
Consultant shall complete a Biological Resources Assessment (BRA) for the project site to determine if sensitive biological resources are present (or potentially present) and potentially at risk of project-related impacts. The BRA shall include a literature/database review, a field survey, and a report of findings. The report shall be prepared in accordance with current industry standards, Section 17.30.030(A) of the City’s Municipal Code, and the City’s Creek and Watershed Management Plan. A detailed description of the Consultant’s proposed scope of work to complete the BRA is provided below.

Literature and Database Review. The literature and agency database review shall include the review of the California Department of Fish and Wildlife (CDFW) California Natural Diversity Database (CNDDB) to determine if there are any recorded observations of special status species or natural terrestrial communities, or other special status biological resources in the vicinity (five miles) of the project site. Consultant’s biologists shall review readily available maps, photographs, and other relevant materials to better characterize the existing biological resources on the project site and within five miles of the site. Consultant’s biologists shall also review the United States Fish and Wildlife Service (USFWS) Critical Habitat Portal, California Native Plant Society (CNPS) Inventory of Rare and Endangered Plants of California, CDFW’s Special Animals List, and relevant federal, State, and local plans, ordinances, policies, and regulations pertaining to biological resources.

Site Reconnaissance Survey. A field reconnaissance survey shall be completed to assess the project site for the presence, or potential for presence, of special status species. The survey shall consist of Consultant’s biologists walking meandering transects across the project site and within a 200-foot buffer study 






 
 
 







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area, where access is granted, while observing species, signs of species (e.g., tracks, scat, nests), and/or habitat features indicating the potential for species’ presence. Observed species and habitat features shall be noted and finds will be discussed in the BRA report related to presence and potential for presence of special status species.

Report Preparation. Consultant shall present the findings of the literature review and field survey in a BRA report and shall include an impact analysis and recommended measures for avoidance or minimization of impacts to biological resources that may result from the proposed project. Specifically, the BRA report shall include the following information:
ƒ Project/construction footprint description
ƒ Survey area description and survey methodology
ƒ Biological inventory

Physical site characteristics (topography, soil, geology, drainages)

Habitat classifications and map

Plant and wildlife species observed on the site (including map[s], as needed) and wildlife movement corridors

Identification and analysis of special status species observed or with potential to occur based on a habitat suitability assessment

Identification of protected trees

Evaluation of potential jurisdictional aquatic features ƒ Impact assessment

Assessment of the potential impacts of the project to identified regulated/sensitive habitats, wetlands and drainages, protected trees, wildlife movement, nesting birds, and/or special status species

Identification of measures to avoid, minimize, and/or mitigate potential significant impacts to regulated biological resources

Recommendations for additional studies and/or plans, if necessary, such as a jurisdictional delineation, species-specific survey, and/or arborist report ƒ Photo-documentation of the existing site conditions
ƒ Graphics depicting site location, habitats, and special status species (if observed)
Subtask 1.1.2. Aquatic Resources Delineation
Consultant shall conduct a formal delineation of aquatic resources, including streams and wetlands, within the project site using the most current guidance provided by the regulatory agencies. Consultant shall delineate the boundaries of aquatic features with special emphasis on features subject to jurisdiction by the United States Army Corps of Engineers (USACE), Regional Water Quality Control Board (RWQCB), and/or CDFW. The aquatic resources delineation field survey shall focus on the location of the drainage structure repair plus a 100-foot buffer where access is granted. Specifically, Consultant shall confirm the location and extent of the following potential jurisdictional waters:







 
 
 







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ƒ Non-wetland waters of the United States, regulated by the USACE and RWQCB under Section 404 and Section 401, respectively, of the Clean Water Act (CWA), shall be delineated based on the Ordinary High Water Mark (OHWM)
ƒ Wetlands, also considered waters of the United States, shall be delineated based on the USACE’s three-parameter method considering hydrology, vegetation, and soils
ƒ Santa Barbara County Wetlands as defined in the County’s Environmental Thresholds and Guidelines Manual
ƒ Streambeds and riparian vegetation regulated by the CDFW under Section 1600 et seq. of the California Fish and Game Code (CFGC) shall be delineated at the top of the physical bank or outer dripline of riparian vegetation, whichever is greater
To meet the requirements of the USACE and State methodologies, this task includes:
ƒ The review of available background and agency database information ƒ Field reconnaissance for data collection on the three wetland parameters and/or OHWM indicators
ƒ Write-up of findings and maps suitable for submittal to the USACE, RWQCB, and CDFW
Findings from the aquatic resources delineation shall be presented in the BRA report (see Subtask 1.1.1). The aquatic resources section of the report shall include a discussion of methodologies and results that detail the background information, field observations, data collected, and a summary of findings. A location map, soils survey map, data observation forms, complete list of plant species observed, and jurisdictional delineation map shall also be included. The BRA report shall contain narrative descriptions of the identified jurisdictional waters and wetlands, as well as representative photographs and quantified lengths and acreages.

Optional Subtask 1.1.3. Regulatory Permitting
The proposed project may trigger the need for the City to obtain one or more regulatory permits. The following optional subtasks have been included to support permitting of the proposed drainage structure replacement, if requested.

Section 404 Permit Application. Based on Consultant’s understanding of the project and the assumption that project impacts to non-wetland waters would be less than 0.5 acre, Consultant believes a Nationwide Permit (NWP) 3, Maintenance Projects, will be the most applicable permit for the project to achieve compliance with CWA Section 404. If requested by the City, Consultant shall prepare a permit package for coverage under NWP 3 that shall include the Pre- construction Notification (PCN) form and supporting maps and documentation.

Consultant shall provide the City with the completed application for review and, upon approval, Consultant shall submit the application to the USACE Los Angeles District on behalf of the City.







 
 
 







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Section 401 Water Quality Certification Application. The need for an NWP would trigger the requirement for a Water Quality Certification from the Central Coast Regional Water Quality Control Board (CCRWQCB) to achieve compliance with CWA Section 401. If requested by the City, Consultant shall prepare and submit to the City for review an application for a Water Quality Certification to be submitted to the CCRWQCB. The application would include applicable measures to be implemented to avoid or minimize water quality impacts from sedimentation during construction. Upon approval, Consultant shall submit the application to the CCRWQCB on behalf of the City. This scope of work and cost estimate assumes the City will be responsible for the application processing fee.

Section 1602 Streambed Alteration Agreement Application. Based on Consultant’s review of the proposed culvert design, impacts to CDFW jurisdictional areas are anticipated. If requested by the City, Consultant shall prepare an application for issuance of a Streambed Alteration Agreement (SAA) pursuant to Section 1602 of the CFGC. Consultant shall prepare and submit an application for an SAA to the City for review. Upon approval, Consultant shall submit the application to CDFW on behalf of the City. Upon submitting the SAA notification, CDFW has 30 days to review the notification package and determine if the submittal is complete. Once CDFW determines the notification packet is complete, and an SAA is required, CDFW may conduct a site visit and then would prepare the draft agreement within 60 calendar days. Consultant shall also assist with follow-up communication and review of the draft agreement, if requested by the City, for an additional fee.

Task 1.2. Cultural and Tribal Cultural Resources
Subtask 1.2.1. Cultural Resources Records Search
Consultant shall conduct a California Historical Resources Information System (CHRIS) records search of the project site and a 0.5-mile radius buffer at the Central Coastal Information Center (CCIC) located at the Santa Barbara Museum of Natural History. The primary purpose of the records search is to identify cultural resources known to exist within or adjacent to the project site. In addition to the archaeological inventory records and reports, Consultant shall examine readily available historical maps, National Register of Historic Places (NRHP), California Register of Historical Resources (CRHR), California Historical Landmarks List, California Points of Historical Interest List, California Built Environment Resource Directory, and Archaeological Determinations of Eligibility List. The records search shall also reveal the nature and extent of cultural resources work previously conducted within or near the project site. For cost-estimating purposes, Consultant assumes CCIC direct expenses shall not exceed $900.

Subtask 1.2.2. Native American Heritage Commission Sacred Lands File Search
Consultant shall contact the Native American Heritage Commission (NAHC) to request a Sacred Lands File (SLF) search. The SLF search shall indicate whether 






 
 
 







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cultural resources important to Native Americans are present within the vicinity of the project site. This task does not constitute Native American consultation under AB 52. Consultant has included Optional Subtask 1.2.5, Assembly Bill 52 Consultation Assistance, if the City prefers Consultant’s assistance with AB 52 consultation (see below).

Subtask 1.2.3. Field Survey
Upon completion of the records search, Consultant shall conduct a Phase I pedestrian survey of the project site. Consultant’s archaeologist shall conduct the survey in a single day using pedestrian transects spaced at maximum intervals of five meters, covering the entire project site where access is available. Transect accuracy shall be maintained through use of a hand-held global positioning system (GPS) unit. For the purposes of this scope and cost estimate, Consultant assumes that the survey will be negative for cultural resources (inclusive of historic-period built environment resources). Should any cultural resources be identified during the survey, a scope and budget amendment shall be requested for formal recordation or record updating. This scope of work also assumes no testing or excavation shall be conducted, nor shall any artifacts, samples, or specimens be collected during the survey.

Subtask 1.2.4. Negative Findings Letter Report
Consultant shall prepare a letter report to the City for a negative study. The letter report shall be prepared consistent with the City’s recently approved Historic Preservation and Archaeological and Tribal Cultural Resources Ordinance and shall include a project description, summary of background research, survey methods, management recommendations (if necessary), and figures. A draft report shall be submitted to the City for review and approval. Should cultural resources be found during the survey, a scope and budget amendment shall be submitted to complete a full technical report to address the project finds.

Optional Subtask 1.2.5. Assembly Bill 52 Consultation Assistance If requested by the City, Consultant shall assist the City with AB 52 consultation.

Under this subtask, Consultant shall assist the City with AB 52 consultation by requesting a list of AB 52-specific Native American contacts from the NAHC.

Consultant shall provide the City with letters to be placed on City letterhead and mailed to the contacts and detailed instructions to ensure meaningful consultation with interested Native American groups shall be completed in accordance with AB

52. This scope of work and cost estimate do not include Consultant’s attendance at consultation meetings; however, Consultant can provide such support for an additional fee, if requested by the City.
(d) Task 2. Initial Study-Mitigated Negative Declaration Based on our understanding of the proposed project and the project area, Consultant assumes an IS-MND shall be the appropriate CEQA-compliance document for the project. If, however, during further project evaluation, Consultant 






 
 
 







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determines potentially significant impacts may occur that cannot be mitigated to less-than-significant levels, an Environmental Impact Report (EIR) may be required, unless the project can be redesigned to eliminate unavoidable potentially significant impacts. In this case, Consultant would advise the City immediately, and a scope and budget amendment would be necessary.

This scope of work and cost estimate do not include preparation of ADA-accessible documents or printed copies. However, accessible documents and/or printed copies can be provided for an additional fee.

Subtask 2.1. Administrative Draft IS-MND
Consultant shall prepare an administrative Draft IS-MND using the City’s preferred format, based on the CEQA Guidelines Appendix G environmental checklist.

Consultant shall incorporate information from relevant and available technical studies to assist in addressing environmental checklist issues. Where appropriate, impacts shall be quantified in relation to established thresholds of significance.

Consultant shall conduct modeling to quantify air criteria pollutant and greenhouse gas emissions during project construction. Consultant assumes construction would occur within the allowable hours for construction in the City’s Municipal Code, and therefore, quantification of construction noise is not necessary. Vehicle miles traveled (VMT) during construction are assumed to be minimal and would not require quantification to assess potential impacts. Based on the nature of the project, it is assumed operation of the project (post-construction) would result in zero or nominal emissions, and no air quality, greenhouse gas, noise, or VMT operational modeling/calculations are necessary for the IS-MND. Consultant understands the City will provide a project-specific Water Pollution Control Plan and Geotechnical Soils Evaluation for use in the environmental Impact analysis.

A determination of significance shall be made for each issue area and mitigation measures shall be provided as necessary for identified significant effects.

Consultant shall submit the administrative Draft IS-MND in electronic format for City review.

Subtask 2.2. Public Review Draft IS-MND
Consultant shall respond to up to two rounds of consolidated comments on the Administrative Draft IS-MND from the City, to be provided in an electronic, editable format. Upon approval by the City, Consultant shall provide a website-ready PDF version of the public review Draft IS-MND. If requested by the City, Consultant shall prepare the Notice of Intent (NOI) to adopt an IS-MND and the Notice of Completion (NOC). Consultant assumes the City will be responsible for distributing the NOI and/or Draft IS-MND to interested parties; uploading the NOI, NOC, and Draft IS-MND to the State Clearinghouse’s website; and publishing the NOI in a local newspaper and paying the associated publishing fee; however, Consultant may assist with these tasks upon request from the City, for an additional fee.

Consultant shall be responsible for filing the NOI with the Santa Barbara County Clerk and payment of the necessary filing fee ($50).







 
 
 







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Subtask 2.3. Final IS-MND
Upon receipt of public comments on the public review Draft IS-MND, Consultant shall prepare draft responses to comments and the administrative Final IS-MND.

For the purposes of cost estimating, this scope of work assumes up to five brief (three or fewer pages) comment letters will be received that can be adequately responded to within a maximum of 16 professional staff hours. The actual level of effort required to respond will depend on the length, detail, and sophistication of the comments, in addition to the number of letters received. Consultant reserves the right to reevaluate the effort level and request a scope amendment upon close of the public comment period. Consultant shall also prepare a Mitigation Monitoring and Reporting Program (MMRP), which shall include a list of all mitigation measures as well as required monitoring actions, responsible parties for monitoring, and timing of mitigation and monitoring activities.

Consultant shall also prepare and file the Notice of Determination (NOD) with the County Clerk and pay applicable filing fees ($50 for the County Clerk and $2,548 for the CDFW, if filed in 2022; it is noted the CDFW filing fee increases every January 1). Consultant assumes the City will be responsible for filing the NOD with the State Clearinghouse; however, Consultant may file with the State Clearinghouse on behalf of the City for an additional fee. (e) Task 3. Public Hearing
Consultant’s Project Manager or Principal-in-Charge shall attend one public hearing on the project/IS-MND (virtual or in-person, depending on the City’s protocol in response to the COVID-19 pandemic). If requested by the City, Consultant may also present a summary of the environmental review process and IS-MND conclusions at the hearing. Consultant’s attendance at additional hearings can occur for an additional fee.
(f) Task 4. Project Management
This task includes general management of Consultant’s staff, budget and schedule management, and attendance by Consultant’s Project Manager and/or Principal- in-Charge at up to four 1-hour virtual meetings/conference calls with City staff. (g) Optional Task 5: Coordination with the California Coastal Commission
Due to the project’s location within the Coastal Zone, a Coastal Development Permit (CDP) will be necessary for project implementation. Per the City’s request, this optional task has been included in this proposal for consideration. If requested by the City, Consultant could assist City staff during coordination with California Coastal Commission (CCC) staff regarding the CDP for the project. A Consultant senior entitlement planner and a Consultant’s biologist could meet with City and CCC staff to discuss the project, results of the BRA (Subtask 1.1.1) and Aquatic Resources Delineation (Subtask 1.1.2), and the CCC’s expectations for Local Coastal Plan compliance. Following the meeting, Consultant could provide 






 
 
 







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ongoing assistance to City staff with CCC coordination, including email correspondence and necessary conference calls for CDP approval. Consultant assumes up to 20 hours of Consultant entitlement staff time and up to 4 hours of Consultnat’s biologist staff time for this task. Consultant also assume the City would be responsible for payment of any fees related to permitting agency coordination.







 
 
 







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Exhibit B
Fee Schedule








 
 
 







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DocuSign Envelope ID: B8CAEABF-368E-41ED-9C12-76FA4E62B4A5 33 ATTACHMENT 3

Amendment No. 1 to Professional Design Services Agreement No. 2023-091 with MNS Engineers, Inc.

34 City of Goleta
Amendment No. 1 to Agreement No. 2023-091

AMENDMENT NO. 1

TO A PROFESSIONAL DESIGN SERVICES AGREEMENT

BETWEEN THE CITY OF GOLETA
AND
MNS ENGINEERS, INC.

This Amendment No. 1 to the Professional Design Services Agreement by and between the City of Goleta, a municipal corporation (“City”) and MNS Engineers, Inc. (“Consultant”) dated August 15, 2023 (“Agreement,” Agreement No. 2023-091) is made on this 19th day of December, 2023.

SECTION A. RECITALS

1. This Agreement is for the professional design services for the Ellwood Beach Drive Drainage Repair Project; and

2. The Agreement currently provides in Section 3 Subsection (a) for the total compensation amount not to exceed $104,000; and

3. The parties desire to amend the Agreement so as to provide for additional compensation in the amount of $5,210 for continued tasks; and

4. The City Council approved this Amendment No. 1, on this _____ day of ____, 20_____.

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 $5,210 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 $109,210 (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,"
attached and incorporated herein. The rates and expenses set forth in that exhibit shall be binding upon CONSULTANT DocuSign Envelope ID: 0DAC391E-6FCB-4C6D-A835-52BBED800736 35 City of Goleta
Amendment No. 1 to Agreement No. 2023-091

until December 31, 2024, after which any change in said rates and expenses must be approved in writing by CITY's Project Manager as described in Section 5 (CITY is to be given 60 days notice of any rate increase request), provided the not to exceed amount is the total compensation due CONSULTANT
for all work described under this AGREEMENT.

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

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 Greg Chelini, President

ATTEST:

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

APPROVED AS TO FORM:

MEGAN GARIBALDI, CITY ATTORNEY
_____________________________
Scott Shapses, Deputy City Attorney
DocuSign Envelope ID: 0DAC391E-6FCB-4C6D-A835-52BBED800736 36 ATTACHMENT 4

Professional Design Services Agreement No. 2023-091 with MNS Engineers, Inc.

37 City of Goleta
Public Works Department and MNS Engineers, Inc.

Project Name: Ellwood Beach Drive Drainage Repair

AGREEMENT FOR PROFESSIONAL DESIGN SERVICES

BETWEEN THE CITY OF GOLETA
AND
MNS ENGINEERS, INC.

This AGREEMENT FOR PROFESSIONAL DESIGN SERVICES (herein referred to as “AGREEMENT”) is made and entered into this 15th day of August, 2023, by and between the CITY OF GOLETA, a municipal corporation (herein referred to as " CITY"), and MNS ENGINEERS, INC., a California Corporation (herein referred to as "CONSULTANT").

SECTION A. RECITALS

1. The CITY has a need for professional design services for Ellwood Beach Drive Drainage Repair 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 Council, on this 15th day of August, 2023, approved this AGREEMENT and authorized the City Manager to execute the AGREEMENT.

SECTION B. TERMS

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

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

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

Professional Design Services in conjunction w ith Ellwood Beach Drive Drainage Re pair shall generally include field sur vey, environmental coordination, geotechnical invest igation, preparation of plans, specifications and engineer’s estimate as more particularly DocuSign Envelope ID: D35FBE9F-C7C2-4751-B47F-A4B904BF3A55 DocuSign Envelope ID: F41463B4-4AD6-4C4D-A1F8-94E3E5DC1C78 2023-091
38 City of Goleta
Public Works Department and MNS Engineers, Inc.

set forth in the Scope of Work, attached as Exhibit “A,” a nd incorporated herein.

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

3. COMPENSATION AND PAYMENT
(a) Maximum and Ra te. The total compensation payable to CONSULTANT by CITY for the services under this AGREEMENT SHALL NOT EXCEED the sum of $ 104,000 (herein "no t to exceed amount"), and sh all be earned as the work progresses on the following basis:

Hourly a t the hourly rates and with reimbursement to
CONSULTANT for those expenses set forth in CONSULTANT's Schedule of Fees marked Exhibit "B," attached and in corporated herein. The rates and expenses set forth in that exhibit shall be binding upon CONSULTANT until December 31, 2024, after which any change in said rates and expenses must be a pproved in writing by CITY's Project Manager as described in Section 5 (CITY is to be given 60 days notice of any rate increase request), provided the not to exceed amount is the to tal compensation due CONSULTANT for all work described under this AGREEMENT.
(b) Payment. CONSULTANT shall provide CITY with written verification of the a ctual compensation earned, w hich written verification shall be in a form satisfactory to CITY's Project M anager, as describ ed in Section 5 .

Invoices shall be made no more frequently than on a monthly basis, and describe the work performed (including a lis t of hours worked by personn el 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 m utually agreed to writing in advance of the incurrence of extra services by CONSULTANT. Unless CITY and CONSULTANT have agreed in writing before the performance of extra services, no liability and no right to claim compensation for such extra services or e xpenses shall exist. The applicable hourly rates for extra services shall be at the hourly rates set forth in Exhibit B, if one is included as part of this agreement. Any compensation for extra services shall be part of the total compensation and shall not increase the not to exceed amount identified in Section 3.

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Public Works Department and MNS Engineers, Inc.

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

6. TERM, PROGRESS AND COMPLETION
The term of t his AGREEMENT is f rom the date first written above to December 31 , 202 4, 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. All s ervices shall be completed according to the schedule for delivery of services attached as Exhibit “C” and incorporated herein.

7. OWNERSHIP OF DOCUMENTS
All drawin gs, designs, data, photographs, reports and other documentation (oth er 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 w ork 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. Tyler Hunt, PE is deemed to be special ly 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 , CIT Y on the progress of the work. Should any such individual be removed from assisting in this contracted work for any reason, CITY may terminate this AGREEMENT. This AGREEMENT may not be assigned or subcontracted without the City Manager’s prior written consent.

Subconsultants include Yeh and Associ ates, Inc. Jo n Bla nchard, Geotechnical.

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Public Works Department and MNS Engineers, Inc.

9. HOLD HARMLESS AND INDEMNITY
(a) Indemnification and Defense for Professional Service. To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless the CITY and any and all of its officials, employ ees and agents (“Indemnified Parties”) from and against any and all claims, lo sses, liabilities, damages, costs and expenses, including attorney’s fees and costs, to the extent they arise out of, pertain to, or relate to the negligence, recklessness, or wi llful misconduct of the CONSULTANT.

CONSULTANT’s duty to defend shall consist of reimbursement of defense costs incurred by CITY in direct proportion to the CONSULTANT’s proportionate percentage of fault. CONSULTANT’s percentage of fault shall be determine d, as applicable, by a court of law, jury or arbitrator. In the event any loss , liability or damage is incurred by way of settlement or resolution without a court, jury or arbitrator having made a determination of the CONSULTANT’s percentage of fault, the parties agree to mediation with a third party neutral to determine the CONSULTANT’s proportionate percentage of fault for purposes of determining the amount of indemnity and defense cost reimbursement owed to the CITY.
(b) For All Other Liabilities. Notwithstanding the foregoing and without diminishing any rights of CITY, for a ny liability, claim, demand, allegation against CITY arising out of, related to, or pertaining to any act or omission of CONSULTANT, but which is not a design professional servic e, CONSULTANT shall defend, indemnify, and hold harmless CITY, its officials, employees, and agents (“Indemnified Parties”) from and against any and all damages, costs, expenses (including reasonable attorney fees and expert witness fees), judgments, settl ements, and/or arbitration awards, whether for personal or bodily injury, prop erty damage, or economic injury, and arising out of, related to, any concurrent or contributory negligence on the part of the CITY, except for the sole or active negligence of, or willful misconduct of the CITY. (c) No Waiver. ClTY 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 w ith 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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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 l imits 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 a nd 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 l aws, including statutory limits for workers’ compensation and an Employer’s Liability limit of $1,000,000 per accident or disease.

d) Professional liability insurance that covers the services to be performed in connection with this agreement, in th e 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 profes sional 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 c ontract. Additional insured status under the general liability requirement s hall be pr ovided on Insurance Services Office Form CG 20 10, with an edition date prior to 20 04, or its equivalent. Additional insured status for completed operations shall be pr ovided either in the additio nal insured form or through another endorsement such as CG 20 37, or its equivalent.

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

c) Professional liability insurance policies inception date, continuity date, or retroactive date must be before the effective date of this agreement. CONSULTANT agrees t o maintain continuous coverage DocuSign Envelope ID: D35FBE9F-C7C2-4751-B47F-A4B904BF3A55 DocuSign Envelope ID: F41463B4-4AD6-4C4D-A1F8-94E3E5DC1C78 42 City of Goleta
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through a period n o less than three years after completion of the services required by this agreement.

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

e) Evidence of coverage (in cluding th e 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 writt en 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 p rohibit CONSULTANT, or CONSULTANT’s
employees, or agents, from waiving the ri ght o f recovery prior to a loss. CONSULTANT waives its right of recovery against CITY.

g) CONSULTANT agrees to deposit with CITY within fifteen days of Notice to Proceed of the Co ntract certificates of insur ance 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 insur ance 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 amou nts 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 ob ligation or liability by such notice, but has the right (but not the duty) to monitor t he handling of any such claim or claims if they are likely to involve CITY.

DocuSign Envelope ID: D35FBE9F-C7C2-4751-B47F-A4B904BF3A55 DocuSign Envelope ID: F41463B4-4AD6-4C4D-A1F8-94E3E5DC1C78 43 City of Goleta
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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 obligati ons 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 reas onably 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 notifyin g 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 fin al statement by CONSULTANT unless termination is for cause. In such event, CONSULTANT shall be compensated only to the extent required by law.

14. ACCEPTANCE OF FINAL PAYMENT CONSTITUTES RELEASE
The acceptance by CONSULTANT of the final payment made under th is 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 o f payment shall be any negotiation of CITY's chec k or the f ailure 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 b e deemed, a release of the r esponsibility and liability of CONSULTANT, its em ployees, 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 res ponsibility or liability by CITY for any defect o r error in the work prepared by CONSULTANT, its employees, subcontractors, agents and consultants.

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Public Works Department and MNS Engineers, Inc.

15. AUDIT OF RECORDS
At any time during normal business hours and as often as it ma y 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 re tain such financial records, time sheets, work progress reports, invoices, bi lls 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 p erformance of any of the provisions of this AGREEMENT by the other party, irr espective 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 ef fective 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 expre ss written waiver of a specified default or breac h 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 t his AGREEMENT, or at law or in equity, shall be c umulative 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 o r 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 offe r, encourage or accept any f inancial interest in CONSULTANT'S business by any CITY employee or official.

18. CONSTRUCTION OF LANGUAGE OF AGREEMENT
The provisions of this AGREEMENT shall be construed as a whole according to its common meaning of purpose of pro viding 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 t he plural and vice versa, and the masculine gender shall include the feminine or neutral genders or vice versa.

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

20. GOVERNING LAW
This AGREEMENT, and the rig hts 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 discr iminate 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 du e 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 payme nt of CONSULTANT services beyond the current fiscal year, this AGREEMENT shall cover only those costs incurred up to the conclusion of the current fiscal year.

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

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

26. PERMITS AND LICENSES
CONSULTANT, at its sole expense, shall obtain and maintain during the term of this AGREEMENT, all appropriate permits, licenses, and certificates that DocuSign Envelope ID: D35FBE9F-C7C2-4751-B47F-A4B904BF3A55 DocuSign Envelope ID: F41463B4-4AD6-4C4D-A1F8-94E3E5DC1C78 46 City of Goleta
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may be required in connection with the performance of services under this AGREEMENT.

27. CAPTIONS
The captions or headi ngs in this AGREEMENT are for convenience only and in no other way define, li mit 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, s hareholders, 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 respe ct to the rendering of servi ces, 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 fo rce w ithout 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 prepai d, and addressed as follows:

TO CITY: Attention: Robert Nisbet, City Manager
City of Goleta
130 Cremona Drive, Suite B
Goleta, CA 93117
TO CONSULTANT: MNS Engineers, Inc.
201 N. Calle Cesar Chavez, Suite 300
Santa Barbara, CA 93103

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Public Works Department and MNS Engineers, Inc.

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

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

CITY OF GOLETA CONSULTANT

_____________________________ _____________________________ Robert Nisbet, City Manager Greg Chelini, President

ATTEST

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

APPROVED AS TO FORM:

MEGAN GARIBALDI, CITY ATTORNEY

_____________________________
Scott Shapses, Deputy City Attorney

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Public Works Department and MNS Engineers, Inc.

EXHIBIT A

SCOPE OF WORK

Task 1: Project Management, Quality Assurance/Quality Control, and Coordination

Consultant shall project management, quality assurance/quality control (QA/QC) and client coordination/meetings.

1.1 Project Management

1.2 QA/QC

Task 2: Preliminary Plans and Environmental Support

Consultant shall support the City’s environmental consultant, Rincon, by developing a preliminary site plan and project description for use in obtaining environmental clearances. Additional support will be provided to Rincon through the duration of the Project. Preliminary hydraulics and design will also be completed for the trash capture device.

Task 3: Geotechnical Investigation

Consultant shall provide a Geotechnical Report for the design of the Project.

These services will consist of visiting the site, clearing utilities by contacting Underground Services Alert, a no-fee encroachment permit from the City, drilling two borings to 20 feet at the site, laboratory testing, summarizing data collected and performing geotechnical analysis as a basis for preparing recommendation for design of the Project.

Task 4: Topographic Survey

Consultant shall perform ground surveying and mapping for the proposed improvements. The mapping will be on an assumed local datum with control set for future construction reference/use. Survey will include the southern terminus of Ellwood Beach Drive and the surrounding area. The ground survey mapping over the above-described limits will include hardscape, structures, striping, signage, walls, fences, trees (6” in diam. and above), and observable utilities.

Task 5: 90% and Final PS&E

Consultant shall provide a 90% complete draft set of plans, specifications, and cost opinion (PS&E) for construction of the proposed improvements. We will incorporate appropriate environmental mitigations as recommended by Rincon.

The design will be based on the topographic survey prepared in Task 4, discussions with the City, and the environmental consultant, The plan set will include:

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Public Works Department and MNS Engineers, Inc.

 Title sheet
 General, civil, grading, and environmental protection notes  Demolition plan
 Site grading and improvement plan
 Trash capture device plan and sections
 Retaining wall plan and sections
 Civil details
 Erosion control plan and restoration

The 90% draft plan set will be submitted for review by the City. Based on the City comments and the design review meeting, we will revise the plan set to Final.

Our scope of work assumes one round of combined comments from the City.

The Final plans will be stamped and signed by a licensed civil engineer, registered in California.

Specifications will be in special provision format at the 90% and Final design levels with references to the 2021 Standard Specifications for Public Works Construction (Greenbook) requirements modified as appropriate. An opinion of probable cost will be provided at the 90% and Final design levels documenting the expected cost to construct the Project.

Deliverables
A. Conceptual Site Plan
B. Geotechnical Report
C. Project Description
D. 90% PS&E
E. Final PS&E

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EXHIBIT B

SCHEDULE OF FEES

No annual escalation will be allowed

Reimbursables + 10% markup
No mileage will be reimbursed
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Public Works Department and MNS Engineers, Inc.

EXHIBIT C

PROPOSED SCHEDULE

Kick-off Meeting September 27, 2023
Topographic Survey October 25, 2023
Geotechnical Investigation November 22, 2023
Draft Preliminary Site Plan and Project
Description
December 6, 2023
City Review Four Weeks
Final Preliminary Site Plan and Project
Description
January 24, 2024
90% and Final Design TBD

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