Amendment No. 6 to Professional Design Services Agreement with Flowers & Associates, Inc. for Capital Improvements at the Goleta Community Center

Agenda Item A.7

CPMS CONSENT CALENDAR
Meeting Date: January 16, 2024
TO: Mayor and Councilmembers
FROM: Matthew R. Fore, General Services Director
SUBJECT: Amendment No. 6 to Professional Design Services Agreement with Flowers & Associates, Inc. for Capital Improvements at the Goleta Community Center
RECOMMENDATION:

Authorize the City Manager to execute Amendment No. 6 to Professional Design Services Agreement No. 2021-041 with Flowers & Associates, Inc. for the Americans with Disabilities Act Improvements Pr oject at the Goleta Community Center, updating the scop e of work and increasing the contract authority by $89,531, for a new total contract amount of $388,404.

BACKGROUND:

The Goleta Community Center ADA Improvements Project is included a s p art of the City’s 5- year Capital Improvement Program (CIP) and identified as Project No. 9 121.

On June 1, 2021, the City Council authorized the City Manager to execute Agre ement No. 2021-041 with Flowers & Associates, Inc. (Flowers) to provide professi onal design services for this capital project.

On Sept ember 29, 2021, the City ex ecuted Amendment No. 1 to the Agreement to amend Exh ibit A to ide ntify a new Electrical Engineer for th e project team .

Subsequently, o n December 6, 2022, the City executed Amendment No. 2 to amend Exhibit A -1 to update the list of professionals that compri se the Consultant’s Project Team; to include design of a s tage lift on the main auditorium , additional handrails throughout the facility; topographic mapping survey for replacement of a sew er lateral; inclusion of Federal Contract Provisions; and to extend the term of the agreement.

The City exe cuted Amen dment No. 3 to the Agreement on Februa ry 21, 2023, to complete the design o f the sewer lateral that will se rve the ADA -remodeled public restrooms, an d on May 16, 2023, executed Amendment No. 4 to include design services from a historic architect in order to comply with the City ’s Historic Preservation Ordinance.
1 Meeting Date: January 16, 2024

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On September 13, 2023, the City executed Amendment No. 5 to extend the term of the agreement to June 30, 2025.

DISCUSSION:

Since June of 20 21, Flowers has developed preliminary designs for several potential Americans with Disabilities Act (ADA) i mprovements for the Goleta Community Center.

The conceptual des ign is complete, building plan check is nearly comp lete, and environmental review is expected to be completed by late spring of 2024.

This Amendment No. 6 directs the project en gineer to produce a complete bid package which includes , but is not limited to plans, specification s, and cost estimates for the project.

Accessibility of Auditorium and Dining Room Performance Stages The ADA Project already calls for the installation of a wh eelchair lift on the main auditorium stage, which is part of the historic desi gn of the main GCC building. The lift will continue to provide an accessible stage for the building that will accommodate an array of uses and performance options.

Staff has considered the goals and tactics of the recently adopted Community Center Strategic Plan , specifi cally m aximizing the functionality of public spaces 1, in the development of the ADA Project. Accordingly, staff recommends removal of the small stage in the dining room and replacing it in the future with a portable (still accessible) stage that could be deployed throughout the facility, both interior and exterior. The dining room stage does not possess historic significance; moreover, staff confirmed with the Goleta Community Center Organization that use of the dining room stage was not significant, and future needs could be accommodated with a porta ble unit (while larger productions would continue to use the main auditorium stage).

This information was provided to the Parks and Recreation Commission as an update at its January 10, 2024 meeting.

FISCAL IMPACTS:

Amendment No. 6 adds $89,531 of contract authority. Sufficient budget exi sts in CIP Project No. 9121 Goleta Community Center ADA Improvements to cover the cost of the amendment.

ALTERNATIVES:

The City Council may elect not to authorize the proposed contract amendment and provide staff with alternative direction.
1 See Objective 1.3 of the Goleta Community Center Strategic Plan - http://tinyurl.com/Link-to-GCC- Strategic-Plan
2 Meeting Date: January 16, 2024

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However, doing so may delay completion of the ADA Improvements Project.

LEGAL REVIEW BY: Megan Garibaldi, City Attorney
APPROVED BY: Robert Nisbet, City Manager
ATTACHMENTS:

1. Amendment No. 6 to Professional Design Services Agreement No. 2021- 041 with Flowers & Associates, Inc.

2. Amendments No. 1-5 and Professional Design Services Agreement No. 2021-041 with Flowers & Associates, Inc.
3 ATTACHMENT 1

Amendment No. 6 to Professional Design Services Agreement No. 2021-041 with Flowers & Associates, Inc.
4 City of Goleta
Amendment No. 6 to Agreement No. 2021-041

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AMENDMENT NO. 6

TO A PROFESSIONAL DESIGN SERVICES AGREEMENT

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

This Amendment No. 6 to the Professional Design Services Agreement by and between the City of Goleta, a municipal corporation (“City”) and Flowers & Associates, Inc., a California Corporation (“Consultant”) dated June 1, 2021, (“Agreement,” Agreement No. 2021-041) is made on this day of January 2024.

SECTION A. RECITALS

1. This Agreement is for producing design plans for access improvements to the Goleta Community Center Improvements Project (Project No. 9121); and

2. This Agreement has been amended to identify a new electrical engineer and new City Project Manager, extend the term of the Agreement, add federal contract provisions, amend the scope of work, and add additional compensation (Amendments No. 1-5); and

3. The Agreement currently provides in Section 3 Subsection (a) for the total compensation amount not to exceed $298,873; and

4. The parties desire to amend the Agreement so as to provide for additional compensation in the amount of $89,531 for additional tasks; and

5. The Agreement currently provides in Exhibit A-3 entitled “Scope of Work” the complete and particular description of services; and

6. The parties desire to amend Exhibit A-3 by adding additional services as more completely and particularly set forth in the Scope of Work, attached as Exhibit A-5; and

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

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

9. The City Council approved this Amendment No. 6, on this day of __________ 2024.

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

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1. Subsection (a) of Section 3. COMPENSATION AND PAYMENT of the Agreement is amended to add an additional authorized amount of $89,531 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 $ 388,404 (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 expense s set forth in that exhibit shall be binding upon CONSULTANT until June 30, 2025, after which any change in said rates and expenses must be approved in writing by CITY's Project
Manager as described in Section 5 (CITY is to be given 60 days’ notice of any rate increase request), provided the not to exceed amount is the total compensation due CONSULTANT
for all work described under this AGREEMENT.

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

Exhibit A-3 “Scope of Work” with Exhibit A-5 “Scope of Work” attached hereto and incorporated herein.

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

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

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

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In concurrence and witness whereof, this Amendment No. 6 has been executed by the parties effective on the date and year first above written.

CITY OF GOLETA CONSULTANT

Robert Nisbet, City Manager Robert A. Schmidt, P.E., President

ATTEST:

Deborah Lopez, City Clerk Vernon E. Williams, P.E., CFO

APPROVED AS TO FORM:

MEGAN GARIBALDI, CITY ATTORNEY

Scott Shapses, Deputy City Attorney
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EXHIBIT A-5

SCOPE OF WORK
Consultant shall deliver the following services:

1. Review all site information related to the project provided by the City.

Communicate to and share site information with subconsultants. Assumed 21 hours total (between office engineers and project manager).

2. Coordinate with City Public Works staff in order to understand their site improvement goals and budget constraints and continue coordination throughout the project to ensure tasks and goals are met. Assumed 24 hours total.

3. Select a project Surveyor and coordinate inner-office and w/surveyor to define the necessary extents and details of the mapping in order to provide sufficient detail for grading and drainage design compliant with ADA requirements.

Assumed 12 hours total (split between engineer and project manager).

4. Select a project Architect and coordinate to confirm the scope of interior access improvements. Continue coordination/management of the Architect in order to confirm City goals and project tasks are met. Assumed 44 hours total (between engineer and project manager).

5. Prepare Preliminary Civil Grading and Drainage Plans incorporating all the exterior improvements identified in the aforementioned Crosby/Partner reports as modified by the forthcoming ADA assessment/update. These improvements shall include modifications to the parking lot (addition of disabled parking stalls, access aisles, etc.). Assumed 64 hours total (between engineers, Principal, and project manager).

6. Prepare Preliminary Architectural Plans for all the identified interior improvements, as defined below and in the forthcoming ADA Assessment/update:

Building A: Two new completely redesigned multi -user restrooms including X - Ray of the men’s and women’s restroom floor systems to determine size, spacing, and depth of reinforcing steel within the existing concrete slabs, and boring of two 6 -inch diameter holes in the existing concrete slabs to determine the existing building construction under the slabs . Door hardware, minor walls being moved, cabinets, and equipment ADA stage lift and associated handrails in auditorium and removal of dining room stage . ADA handrails at the existing ramp at the main entrance, and the handrails on the existing front entrance stairs . ADA stage and associated handrails in dining room.

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Replacement of sewer lateral that serves the existing restrooms and installation of grease interceptor. Preparation of sewer lateral replacement plans includes the following work:

a. Coordination with City staff regarding locations of existing sewer lines, conditions and elevations, and evaluation of which lines to investigate and pursue for replacement
b. Record searches for easements that allow connection to the sewer main, westerly, as opposed to travelling to the main on Hollister Avenue
c. Coordination, calls, site visits, and meetings with Goleta Sanitary District, the project surveyor, multiple plumbers, and scoping specialists to define the onsite sewer lines and elevations, to determine the best route for the new line
d. Review of past sewer line inspections and video inspections e. Calculate effluent loads from the Goleta Community Center and Boys and Girls Club and determine available capacity in the Goleta Sanitary District’s main line to receive these loads f. Coordination with contract plumbers, Goleta Sanitary District and City staff, to assess the viability of the new sewer line tie-in g. Design and produce plans for the sewer line replacement, including replacement of the concrete walkway/doorway exits to be ADA-compliant along the south side of the Goleta Community Center building

Plans shall require that the Architect enlist and coordinate with a Structural Engineer, a Mechanical/Plumbing Engineer, an Electrical Engineer, a door hardware specialist, and an ADA specialist, all of which are defined below:

Structural Engineer: GSE, Thuy Greer, SE
Mechanical/Plumbing: MEC, Paul Tziouvaras and Linda Altomare Electrical: Alan Noelle Engineering, Alan Noelle
Door Hardware: IDS, Bob Simpson
ADA Specialist: Eric McSwain

7. Consultant shall contract with a historic architect services consultant to provide Historic Preservation Consultation and Historic Preservation Architectural Services to the project architect for the design of accessibility upgrades in a manner consistent with the Secretary of the Interior’s Standards for the Treatment of Historic Properties, as well as other related historic preservation requirements. Deliverables shall include the following:

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Historic Preservation Consultation

Deliverables:
 Redlined drawings (one set) in digital format.
 Draft and Final Design Development (DD) Phase Secretary of the Interior (SOI) Standards Review Summary Memorandum.
 Updated significance diagrams
 Redlined drawings (one set at 60%) in digital format.

Historic Architectural Services

Deliverables:
 Design Development Drawings: door and window details
 Data sheets regarding door hardware and lights.
 Construction Documents Drawings: door and window details.  As needed, updated data sheets regarding door hardware and lights.  DD Specifications: historic architect services consultant will provide up to five (5) historic specifications sections in CSI format. Specification sections will likely include:
o 01 35 91 Historic Treatment Procedures
o 02 42 96 Historic Removal and Dismantling
o 08 03 14 Historic Treatment of Wood Doors
o 08 03 52 Historic Treatment of Wood Windows
o 09 03 20 Historic Treatment of Plaster
o Construction Document Historic Specifications: historic architect services consultant will provide up to five (5) historic specification sections in CSI Format.

Construction Administration

Deliverables:
 Respond to up to six (6) Requests for Information from the Contractor for Preservation Architect-related questions.
 Review project submittals required in historic specification sections, including product data, shop drawings, and samples. Perform two (2) reviews maximum per submittal.
o Contribution to punch list: as the Con structio n Contractor completes portions of the work, visit the site and perform a punch list walk-through with the Contractor and Client. Contractor will document items to be completed in written and photographic format and distribute digitally.

8. Circulate preliminary plans to the City for review and address comments.

Revisions shall be limited to two rounds of comments/corrections. Assumed 20 hours (between engineer, Principal, and project manager).

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9. Produce a construction level plan set for the sewer, parking lot, and building improvements (combined civil + architectural), incorporating revisions resulting from all City plan review as well as a stand-alone turn-key bid package, including, but not limited to, specifications, bid schedule, and front-end bid manual.

10. Address comments from and update the Plans, accordingly. Assumed 26 hours total.

11. Produce 50% and 100% Construction Cost Estimates for the project (interior costs from Architect and exterior costs from Consultant) and provide it to the City. This shall include coordination with the Architect and their sub-consultants.

12. Produce specifications for the Goleta Community Center Americans with Disabilities Act Improvements Project (CIP No. 9121). Deliverables include 100% technical specifications and Division 1 General Requirements including coordination and inclusion of other consultants’ technical specifications (Structural, Mechanical, Plumbing and Electrical).

Production of specifications does not include bid, procurement, and contract requirements for the Project Manual , bidding assistance, addendum, submittal review, estimates or value engineering, changes in technical specifications due to design changes or changes in product selections after consultants’ completion of individual specification sections.

13. Provide design assistance during construction, which shall include Consultant’s review/comment on submittals required by Consultant’s plans, and review/response to RFIs (limit to no more than 10 RFIs), and up to 4 site visits for construction observation. This task excludes contract bidding and/or construction contract administration.

14. Attend meetings as requested by City, not to exceed 8 man-hours.

CONSULTANT PROJECT TEAM

The below listed professionals have been selected by CONSULTANT for the subject project:

Civil Engineer: Flowers & Associates, Inc.

Architect: Paul Zink, AIA (and his subconsultants as defined above in Task 6) Surveyor: Gary Salmen, California Licensed Land Surveyor No. 5018 Historic Architect Services Consultant: Page & Turnbull Cost Estimator: Cumming Group
Specifications/Bid Documents: Richard McKenzie

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SPECIFIC EXCLUSIONS

Specifically not included in the above Scope of Services/Compensation are the following:

1. Geotechnical Engineering, including design, observation and testing of earthwork.

2. City review fees and permit costs.

3. Reproduction expense, including the cost of blueprinting and other reprographics.

4. Entitlement.

5. Environmental review, including storm water requirements (the new/replaced hardscape totals are not anticipated to trigger the City’s storm water requirements).

6. Assumptions and Exclusions Related to Historic Preservation Consultation and Historic Architectural Services

 As-built drawings in digital format (AutoCAD or Revit) will be provided by the Client for historic architect services consultant ’s use. Where as-built drawings are not available, historic architect services consultant will use photographs to illustrate the scope of work.
 Unless noted otherwise, all deliverables will be provided in electronic format. The Prime Architect will be responsible for printing materials.  The design and construction periods will not extend beyond June 2024.  This Scope of Services does NOT include the following:
o formal environmental compliance analysis and documentation (CEQA and/or Section 106 of NHPA as required by FEMA).
o Condition Assessments.
o Hazardous materials identiﬁcation or abatement design. o Mechanical, electrical, plumbing and geotechnical engineering services.
o Bidding and Construction Administration.
o Costs to access high areas of the building ( i.e., rental costs for personnel lifts or ladders).
o Planning, plan-check, or permitting fees.
o Presentation to and/or attendance at public meetings or hearings. o Costs for a contractor to create and temporarily repair inspection openings to observe as built conditions.
o Cost estimating services.
o Preparation of City of Goleta application forms
o Review and commentary of a proposed project or project alternatives, as defined in an Environmental Impact Report. o CEQA technical support by the Historic Preservation Consultant.

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EXHIBIT B-1

SCHEDULE OF FEES

FEE SCHEDULE
Effective July 1, 2022
Until Revised

ENGINEERING SERVICES

HOURLY RATE
Principal Engineer $238.00
Associate Engineer $219.00
Senior Engineer II $208.00
Senior Engineer I $194.00
Drainage Engineer $194.00
Qualified SWPPP Practitioner $185.00
Design Engineer II $175.00
Water Resources Specialist $175.00
Project Manager $175.00
Design Engineer I $162.00
CAD Designer $147.00
CAD Technician $131.00
Administrative Support $112.00

PLANNING SERVICES
Principal Planner $238.00
Associate Planner $185.00
Senior Planner $174.00
Public Agency Coordinator $156.00

CONSTRUCTION PHASE SERVICES
Principal Construction Engineer $238.00
Associate Construction Engineer $219.00
Senior Construction Engineer $208.00
Resident Engineer $185.00
Prevailing Wage Construction Monitor $168.00
Construction Monitor $145.00

EXPERT TESTIMONY
Expert Testimony, Deposition, Court Appearance, and research related thereto will be Will be charged at 3.0 times the applicable hourly rate.

REIMBURSABLE EXPENSE
Plots and other expenses connected with the work will be charged at cost.

CONSULTANTS
Subcontracts administered by Flowers & Associates, Inc. will be charged at cost plus 10%.

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Amendments No. 1-5 and Professional Design Services Agreement No. 2021-041 with Flowers & Associates, Inc.
.
14 City of Goleta
Amendment No. 1 to Agreement No. 2021-041

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AMENDMENT NO. 1

TO A PROFESSIONAL DESIGN SERVICES AGREEMENT

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

This Amendment No. 1 to the Professional Design Services Agreement by and between the City of Goleta, a m unicipal corporation (“City”) and Flowers & Associates, Inc., a California corporation (“Consultant”) dated June 1, 2021 (“Agreement,” Agreement No. 2021 -041) is made on this _____ day of September, 2021.

S
ECTION A. RECITALS

1. This
Agreement is for producing design plans for access improvements to the Goleta Community Center associated with the Goleta Community Center Improvements Project (Project No. 9067) and

2. The Agr
eement currently provides in Exhibit A entitled “Scope of Work” the subconsultants; and

3. The par
ties desire to amend Exhibit A of the Agreement to identify a new Electrical Engineer, and

4. The City Manager approved this Amendment No. 1, on this _____ day of September, 2021.

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

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

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

3. Ex
cept as otherwise specifically provided herein, all other provisions of the Agreement shall remain in full force and effect
In c
oncurrence and witness whereof, this Amendment No. 1 has been executed by the parties effective on the date and year first above written.

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CITY OF GOLETA CONSULTANT

____________________________ ______________________________ Michelle Greene, City Manager Robert A. Schmidt, P.E., President

A T T E S T :

_____________________________ ______________________________ Deborah Lopez, City Clerk Vernon E. Williams, P.E., CEO

APPROVED AS TO FORM:

MICHAEL JENKINS, CITY ATTORNEY

_____________________________
Winnie Cai, Assistant City Attorney

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EXHIBIT A-1

SCOPE OF WORK

Consultant shall deliver the following services:

1. Review all site information related to the project provided by the City.

Communicate to and share site information with subconsultants. Assumed 21 hours total (between office engineers and project manager).

Assumed 12 hours total (split between engineer and project manager).

6. Prepare Preliminary Architectural Plans for all the identified interior improvements, as defined below and in the forthcoming ADA Assessment/update:

Building A: Two new completely redesigned multi-user restrooms Door hardware, minor walls being moved, cabinets, and equipment Building B: Doors, gates, and door hardware
Note, restroom work limited to grab bar installation only Note, no change to existing exterior door landings
Building C2: One new completely redesigned single user restroom Door hardware, modify door ramps, and cabinets
Building C4: Two new completely redesigned single user restrooms Door hardware and cabinets
Building D: Door hardware

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Note, no change to existing restrooms

7. Circulate preliminary plans to the City for review and address comments.

Revisions shall be limited to two rounds of comments/corrections. Revisions shall be limited to two rounds of comments/corrections. Assumed 20 hours (between engineer, Principal, and project manager).

8. Produce a construction level plan set (combined civil + architectural), incorporating revisions resulting from the Preliminary Plans review, and including construction details and specifications (on the sheets, not stand-alone specs).

Assumed 38 hours total (between engineer, principal engineer, and project manager).

9. Address comments from City (limited to one round of corrections/comments) and update the Plans, accordingly. Assumed 26 hours total (between engineer, principal engineer, and project manager).

10. Produce a Construction Cost Estimate for the project (interior costs from Architect and exterior costs from Consultant) and provide it to the City. This shall include coordination with the Architect and his sub-consultants. Assumed 13 hours total.

11. Provide design assistance during construction, which shall include Consultant’s review/comment on submittals required by Consultant’s plans, and review/response to RFIs (limit to no more than 10 RFIs), and up to 4 site visits for construction observation. This task excludes contract bidding and/or construction contract administration.

12. Attend meetings as requested by City, not to exceed 8 man-hours.

SPECIFIC EXCLUSIONS

Specifically not included in the above Scope of Services/Compensation are the following:

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1. Geotechnical Engineering, including design, observation and testing of earthwork.

2. City review fees and permit costs.

3. Any involvement with hazardous waste including detection, evaluation, and cleanup.

4. Reproduction expense including the cost of blueprinting and other reprographics.

5. Entitlement.

6. Environmental review, including storm water requirements (the new/replaced hardscape totals are not anticipated to trigger the City’s storm water requirements).

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AMENDMENT NO. 2

TO A PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF GOLETA
AND
Flowers & Associates, Inc.

This Amendment No. 2 to the Professional Design Services Agreement by and between the City of Goleta, a municipal corporation (“City”) and Flowers & Associates, Inc., a California Corporation (“Consultant”) dated June 1, 2021, (“Agreement,” Agreement No. 2021-041) is made on this _____ day of December, 2022.

SECTION A. RECITALS

1. This Agreement is for producing design plans for access improvements to the Goleta Community Center Improvements Project (Project No. 9121); and

2. This Agreement has been amended to amend Exhibit A of the Agreement to identify a new Electrical Engineer (Amendment No. 1); and

3. The Agreement currently provides in Section 3 Subsection (a) for the total compensation amount not to exceed $165,000; and

4. The parties desire to amend the Agreement so as to provide for additional compensation in the amount of $26,300 for additional tasks; and

5. The Agreement currently designates in Section 5, Melissa Angeles as the City Project Manager.

6. The parties desire to amend the Agreement to designate Matthew Fore, General Services Director, as the City Project Manager.

7. The Agreement currently provides in Section 6 for the termination of the Agreement on December 31, 2022; and

8. The parties desire to amend the Agreement so as to extend the termination of the Agreement to June 30, 2023; and

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

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

11. The parties desire to amend the Agreement so as to add Section 32 – Federal Requirements and Appendix C – Federal Contract Provisions to address the use of federal funding; and

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12. The City Council approved this Amendment No. 2, on this _____ day of December, 2022.

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 $26,300 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 $191,300 (herein "not-to-exceed amount") and shall be earned as the work progresses.

2. Section 6. CITY PROJECT MANAGER AND SERVICES BY CITY of the Agreement is amended to designate Matthew Fore, General Services Director, as the City Project Manager and to read in its entirety:

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 Matthew Fore, General Services Director. Project Manager shall have the authority to act on behalf of the CITY in administering this AGREEMENT but shall not be authorized to extend th e term of the AGREEMENT or increase the not to exceed amount.

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

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The term of this Agreement is from the date first written above to June 30, 2023, unless the term of this Agreement is extended or the Agreement is terminated as provided for herein.

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

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

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

5. Section 33. FEDERAL REQUIREMENTS of the Agreement is added to include Federal Requirement Provisions as follows:

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

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

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

Subcontracts, if any, shall contain a pro vision making them subject to all of the provisions stipulated in the contract, including but not limited to, 2 C.F.R. Part 200 and the Federal Contract Provisions.

With respect to any conflict between such federal requirements and the terms of this contract and/or the provisions of state law and except as otherwise required under federal law or regulation, the more stringent requirement shall control.

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

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In concurrence and witness whereof, this Amendment No. 2 has been executed by the parties effective on the date and year first above written.

CITY OF GOLETA CONSULTANT

____________________________ ______________________________ Robert Nisbet, City Manager Robert A. Schmidt, P.E., President

ATTEST:

_____________________________ ______________________________ Deborah Lopez, City Clerk Vernon E. Williams, P.E., CEO

APPROVED AS TO FORM:

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

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EXHIBIT A-1

SCOPE OF WORK

Consultant shall deliver the following services:

1. Review all site information related to the project provided by the City.

Communicate to and share site information with subconsultants. Assumed 21 hours total (between office engineers and project manager).

Assumed 12 hours total (split between engineer and project manager).

6. Prepare Preliminary Architectural Plans for all the identified interior improvements, as defined below and in the forthcoming ADA Assessment/update:

Building A: Two new completely redesigned multi-user restrooms Door hardware, minor walls being moved, cabinets, and equipment ADA stage lift and associated handrails in auditorium
ADA handrails at the existing ramp at the main entrance, and the handrails on the existing front entrance stairs
ADA stage and associated handrails in dining room
Replacement of sewer lateral that serves the existing restrooms and installation of grease interceptor (work includes all survey work , topographic mapping, and coordination with mechanical and plumbing subcontractors)

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7. Circulate preliminary plans to the City for review and address comments.

Assumed 38 hours total (between engineer, principal engineer, and project manager).

9. Address comments from City (limited to one round of corrections/comments) and update the Plans, accordingly. Assumed 26 hours total (between engineer, principal engineer, and project manager).

12. Attend meetings as requested by City, not to exceed 8 man-hours.

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CONSULTANT PROJECT TEAM
The below listed professionals have been selected by CONSULTANT for the subject project:

Civil Engineer: Flowers & Associates, Inc.

Architect: Paul Zink, AIA (and his subconsultants as defined above in Task 6) Surveyor: Gary Salmen, California Licensed Land Surveyor No. 5018

SPECIFIC EXCLUSIONS

Specifically not included in the above Scope of Services/Compensation are the following:

1. Geotechnical Engineering, including design, observation and testing of earthwork.

2. City review fees and permit costs.

3. Any involvement with hazardous waste including detection, evaluation, and cleanup.

4. Reproduction expense including the cost of blueprinting and other reprographics.

5. Entitlement.

6. Environmental review, including storm water requirements (the new/replaced hardscape totals are not anticipated to trigger the City’s storm water requirements).

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EXHIBIT C

FEDERAL CONTRACT PROVISIONS
During the performance of this contract, Flowers & Associates, Inc. (the “Consultant”) shall comply with all applicable federal laws and regulations including but not limited to the federal contract provisions in this Exhibit. In this Exhibit, the term “Agency” shall mean the local agency entering into this contract with the Consultant.

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

A. Consultant shall be subject to 2 C.F.R. § 200.321 and will take affirmative steps to assure that minority firms, women’s business enterprises, and labor surplus area firms are used when possible and will not be discriminated against on the grounds of race, color, religious creed, sex, or national origin in consideration for an award.

B. Affirmative steps shall include:

i. Placing qualified small and minority businesses and women's business enterprises on solicitation lists;
ii. Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources; iii. Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority business, and women's business enterprises;
iv. Establishing delivery schedules, where the requirement permits, which encourage participation by small and m inority business, and women's business enterprises; and
v. Using the services/assistance of the Small Business Administration (SBA), and the Minority Business Development Agency (MBDA) of the Department of Commerce.

Consultant shall submit evidence of complia nce with the foregoing affirmative steps when requested by the Agency.

Notwithstanding the foregoing, the affirmative steps requirements detailed above do not apply in the case of a noncompetitive procurement made under the emergency exception/exigency exception to competitive procurements.

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

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

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

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

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

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

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

A. Appendix II to Part 200 (A); Appendix II to Part 200 (B): Remedies for Breach; Termination for Cause/Convenience. If the contract is in excess of $10,000 and the contract does not include provisions for both termination for cause and termination for convenience by the Agency, including the manner by which it will be effected and the basis for settlement, then the DocuSign Envelope ID: 3A6304AB-C4EB-409F-A186-625B6A0CAB8A DocuSign Envelope ID: 54F32F29-9EC8-4818-BAF5-6272D4645FD8 28 City of Goleta
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following termination clauses shall apply. If the contract is for more than the simplified acquisition threshold (see 2 C.F.R. § 200.88) at the time the contract is executed and does not provide for administrative, contractual, or legal remedies in instances where Contractor violates or breaches the terms of the contract, then the following termination clauses shall apply and have precedence over the contract. Otherwise, the following termination clauses shall not be applicable to the contract.

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

ii. Termination for Cause. If Consultant fails to perform pursuant to the terms of this contract, the Agency shall provide written notice to Consultant specifying the default (“Notice of Default”). If Consultant does not cure such default within ten (10) calendar days of receipt of Notice of Default, the Agency may terminate this contract for cause.

If Consultant fails to cure a default as set forth above, the Agency may, by written notice to Consultant, terminate this contract for cause, in whole or in part, and specifying the effective date thereof (“Notice of Termination for Caus e”). If the termination is for cause, Consultant shall be compensated for that portion of the work or materials provided which has been fully and adequately completed and accepted by the Agency as of the date the Agency provides the Notice of Termination. In such case, the Agency shall have the right to take whatever steps it deems necessary to complete the project and correct Consultant’s deficiencies and charge the cost thereof to Consultant, who shall be liable for the full cost of the Agency's corrective action, including reasonable overhead, profit and attorneys' fees.

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

iv. Additional Termination Provisions. Upon receipt of a Notice of Termination, either for cause or for convenience, Consultant shall promptly discontinue the work unless the Notice directs to the contrary. Consultant shall deliver to the Agency and transfer ti tle (if necessary) to all provided materials and completed work, and work in progress including drafts, documents, plans, forms, maps, products, graphics, computer programs and reports. The rights and remedies of the parties provided in this Section are in addition to any other rights and remedies provided by law or under this contract.

Consultant acknowledges the Agency’s right to terminate this contract with or without cause as provided in this Section, and hereby waives any and all claims for damages th at might arise from the Agency’s termination of this contract. The Agency shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed work or materials not provided and shall not be entitled to damages or compensation for termination of work or supply of materials. If Agency terminates this contract for cause, and it is later determined that the termination for cause was wrongful, the termination shal l automatically be converted to and treated as a termination for convenience. In such event, Consultant shall be entitled to receive only the amounts payable under this Section, and Consultant specifically waives any claim for any other amounts or damages, including, but not limited to, any claim for consequential damages or lost profits. The rights and remedies of the Agency provided in this Section shall not be exclusive and are in addition to any other rights and remedies provided by law, equity or unde r this contract including, but not limited to, the right to specific performance.

B. Appendix II to Part 200 (C) – Equal Employment Opportunity: Except as otherwise provided under 41 C.F.R. Part 60, Consultant shall comply with the following equal opportunity clause, in accordance with Executive Order 11246 of September 24, 1965 entitled “Equal Employment Opportunity,” as amended by Executive Order 11375 of October 13, 1967 and implementation regulations at 41 C.F.R. Chapter 60:

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

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

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

iv. Consultant will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer, advising the labor union or workers' rep resentative of the contractor's commitments under Section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notice in DocuSign Envelope ID: 3A6304AB-C4EB-409F-A186-625B6A0CAB8A DocuSign Envelope ID: 54F32F29-9EC8-4818-BAF5-6272D4645FD8 31 City of Goleta
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conspicuous places available to employees and applicants for employment.

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

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

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

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

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C. Appendix II to Part 200 (D) – Davis-Bacon Act; Copeland Act: Not applicable to this contract.

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

i. If this contract is in excess of $100,000 and involves the employment of mechanics or laborers, Consultant shall comply with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor
regulations (29 C.F.R. Part 5). Under 40 U.S.C. 3702, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 37 04 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies o r materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.

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

iii. In the event of any violation of the clause set forth in paragraph (ii) of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (ii) of this section, in the sum of $10 for eac h calendar day on which DocuSign Envelope ID: 3A6304AB-C4EB-409F-A186-625B6A0CAB8A DocuSign Envelope ID: 54F32F29-9EC8-4818-BAF5-6272D4645FD8 33 City of Goleta
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such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (ii) of this section.

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

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

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

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

ii. The regulation at 37 C.F.R. § 401.2(a) currently defines “funding agreement” as any contract, grant, or cooperative agreement entered into between any Federal agency, other than the Tennessee Valley Authority, and any contractor for the performance of DocuSign Envelope ID: 3A6304AB-C4EB-409F-A186-625B6A0CAB8A DocuSign Envelope ID: 54F32F29-9EC8-4818-BAF5-6272D4645FD8 34 City of Goleta
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experimental, developmental, or research work funded in whole or in part by the Federal government. This term also includes any assignment, su bstitution of parties, or subcontract of any type entered into for the performance of experimental, developmental, or research work under a funding agreement as defined in the first sentence of this paragraph.

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

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

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

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

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

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

ii. Consultant must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into.
iii. This certification is a material representation of fact relied upon by Agency. If it is later determined that Consultant did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the Agency , the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment.

iv. Consultant warrants that it is not debarred, suspended, or otherwise excluded from or ineligible for participation in any federal programs.

Consultant also agrees to verify that all subcontractors performing work under this contract are not debarred, disqualified, or otherwise prohibited from participation in accordance with the requirements above. Consultant further agrees to notify the Agency in writing immediately if Consultant or its subcontractors are not in compliance during the term of this contract.

H. Appendix II to Part 200 (I) – Byrd Anti-Lobbying Act: If this contract is in excess of $100,000, Consultant shall have submitted and filed the required certification pursuant to the Byrd Anti -Lobbying Amendment (31 U.S.C. § 1353). If at any time during the contract term funding exceeds $100,000.00, Consultant shall file with the Agency the Federal Standard Form LLL titled DocuSign Envelope ID: 3A6304AB-C4EB-409F-A186-625B6A0CAB8A DocuSign Envelope ID: 54F32F29-9EC8-4818-BAF5-6272D4645FD8 36 City of Goleta
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“Disclosure Form to Report Lobbying.” Consultants that apply or bid for an award exceeding $100,000 must file the required certifica tion. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or emp loyee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient.

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

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

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

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

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

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5. MISCELLANEOUS PROVISIONS

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

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

C. Consultant acknowledge s that 31 U.S.C. Chapter 38 (Administrative Remedies for False Claims and Statements) applies to the Consultant’s actions pertaining to this contract.

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

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

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

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

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

DocuSign Envelope ID: 3A6304AB-C4EB-409F-A186-625B6A0CAB8A DocuSign Envelope ID: 54F32F29-9EC8-4818-BAF5-6272D4645FD8 38 DocuSign Envelope ID: 1FB80ACC-12DB-4F6A-9712-6F97692AB904 City of Goleta
Amendment No. 3 to Agreement No. 2021-041

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AMENDMENT NO. 3

TO A PROFESSIONAL SERVICES AGREEMENT

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

This Amendment No. 3 to the Professional Design Services Agreement by and between the City of Goleta , a municipal corporation (“City”) and Flowers & Associates, Inc., a California Corporation (“Consultant”) dated June 1, 2021, (“Agreement,” Agreement No. 2021-041) is made on this day of February 2023.

SECTION A. RECITALS

1. This Agreement is for producing design plans for access improvements to the Goleta Community Center Improvements Project (Project No. 9121); and

2. The Agreement currently provides in Section 3 Subsection (a) for the total compensation amount not to exceed $191,300; and

3. The parties desire to amend the Agreement so as to provide for additional compensation in the amount of $34,489 for additional tasks; and

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

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

6. The City Council approved this Amendment No. 3, on this day of February 2023.

SECTION B. AMENDED TERMS

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

1. Subsection (a) of Section 3. COMPENSATION AND PAYMENT of the Agreement is amended to add an additional authorized amount of $34,489 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 EXCEE D the sum of $225,789 (herein "not -to-exceed amount") and shall be earned as the work progresses.

DocuSign Envelope ID: 62499EBE-CE23-47C3-A995-76476951CBB2 21st
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2. This Agreement is amended to delete and replace in its entirety:

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

3. 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. 3 has been executed by the parties effective on the date and year first above written.

CITY OF GOLETA CONSULTANT

Robert Nisbet, City Manager Robert A. Schmidt, P.E., President

ATTEST:

Deborah Lopez, City Clerk Vernon E. Williams, P.E., CFO

APPROVED AS TO FORM:

MEGAN GARIBALDI, CITY ATTORNEY

Winnie Cai, Assistant City Attorney
DocuSign Envelope ID: 62499EBE-CE23-47C3-A995-76476951CBB2 40 DocuSign Envelope ID: 1FB80ACC-12DB-4F6A-9712-6F97692AB904 City of Goleta
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EXHIBIT A-2

SCOPE OF WORK

Consultant shall deliver the following services:

1. Review all site information related to the project provided by the City.

Communicate to and share site information with subconsultants. Assumed 21 hours total (between office engineers and project manager).

Assumed 12 hours total (split between engineer and project manager).

6. Prepare Preliminary Architectural Plans for all the identified interior improvements, as defined below and in the forthcoming ADA Assessment/update:

Building A: Two new completely redesigned multi -user restrooms including X - Ray of the men’s and women’s restroom floor systems to determine size, spacing, and depth of reinforcing steel within the existing concrete slabs, and boring of two 6 -inch diameter holes in the existing concrete slabs to determine the existing building construction under the slabs . Door hardware, minor walls being moved, cabinets, and equipment ADA stage lift and associated handrails in auditorium . ADA handrails at the existing ramp at the main entranc e, and the handrails on the existing front entrance stairs. ADA stage and associated handrails in dining room.

DocuSign Envelope ID: 62499EBE-CE23-47C3-A995-76476951CBB2 41 DocuSign Envelope ID: 1FB80ACC-12DB-4F6A-9712-6F97692AB904 City of Goleta
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Replacement of sewer lateral that serves the existing restrooms and installation of grease interceptor. Preparation of sewer lateral replacement plans includes the following work:

a. Coordination with City staff regarding locations of existing sewer lines, conditions and elevations, and evaluation of which lines to investigate and pursue for replacement
b. Record searches for easements that allow connection to the sewer main, westerly, as opposed to travelling to the main on Hollister Avenue
c. Coordination, calls, site visits, and meetings with Goleta Sanitary District, the project surveyor, multiple p lumbers, and scoping specialists to define the onsite sewer lines and elevations, to determine the best route for the new line
d. Review of past sewer line inspections and video inspections e. Calculate effluent loads from the Goleta Community Center and Boys an d Girls Club and determine available capacity in the Goleta Sanitary District’s main line to receive these loads. f. Coordination with contract plumbers, Goleta Sanitary District and City staff, to assess the viability of the new sewer line tie-in g. Design and produce plans for the sewer line replacement, including replacement of the concrete walkway/doorway exits to be ADA-compliant along the south side of the Goleta Community Center building

7. Circulate preliminary plans to the City for review and address comments.

Revisions shall be limited to two rounds of comments/corrections. Assumed 20 hours (between engineer, Principal, and project manager).

Assumed 38 hours total (between engineer, principal engineer, and project manager).

DocuSign Envelope ID: 62499EBE-CE23-47C3-A995-76476951CBB2 42 DocuSign Envelope ID: 1FB80ACC-12DB-4F6A-9712-6F97692AB904 City of Goleta
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9. Address comments from City (limited to one round of corrections/comments) and update the Plans, accordingly. Assumed 26 hours total (between engineer, principal engineer, and project manager).

12. Attend meetings as requested by City, not to exceed 8 man-hours.

CONSULTANT PROJECT TEAM
The below listed professionals have been selected by CONSULTANT for the subject project:

Civil Engineer: Flowers & Associates, Inc.

Architect: Paul Zink, AIA (and his subconsultants as defined above in Task 6) Surveyor: Gary Salmen, California Licensed Land Surveyor No. 5018

SPECIFIC EXCLUSIONS

Specifically not included in the above Scope of Services/Compensation are the following:

1. Geotechnical Engineering, including design, observation and testing of earthwork.

2. City review fees and permit costs.

3. Any involvement with hazardous waste including detection, evaluation, and cleanup.

4. Reproduction expense including the cost of blueprinting and other reprographics.

5. Entitlement.

6. Environmental review, including storm water requirements (the new/replaced hardscape totals are not anticipated to trigger the City’s storm water requirements).

>
DocuSign Envelope ID: 62499EBE-CE23-47C3-A995-76476951CBB2 43 City of Goleta
Amendment No. 4 to Agreement No. 2021-041

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AMENDMENT NO. 4

TO A PROFESSIONAL SERVICES AGREEMENT

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

This Amendment No. 4 to the Professional Design Services Agreement by and between the City of Goleta, a municipal corporation (“City”) and Flowers & Associates, Inc., a California Corporation (“Consultant”) dated June 1, 2021, (“Agreement,” Agreement No. 2021-041) is made on this day of ______ 2023.

SECTION A. RECITALS

1. This Agreement is for producing design plans for access improvements to the Goleta Community Center Improvements Project (Project No. 9121); and

2. The Agreement currently provides in Section 3 Subsection (a) for the total compensation amount not to exceed $225,789; and

3. The parties desire to amend the Agreement so as to provide for additional compensation in the amount of $73,084 for additional tasks; and

4. The Agreement currently provides in Exhibit A-2 entitled “Scope of Work” the complete and particular description of services; and

5. The parties desire to amend Exhibit A-2 by adding additional services as more completely and particularly set forth in the Scope of Work, attached as Exhibit A-3; and

6. The City Council approved this Amendment No. 4, on this day of ______ 2023.

SECTION B. AMENDED TERMS

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

1. Subsection (a) of Section 3. COMPENSATION AND PAYMENT of the Agreement is amended to add an additional authorized amount of $73,084 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 $2 98,873 (herein "not-to-exceed amount") and shall be earned as the work progresses.

DocuSign Envelope ID: AB4ACCDA-0ACE-451F-B221-F48DC1F413B2 DocuSign Envelope ID: FD5EC4BC-9443-4527-9D54-B3FC5C3B8899 May
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2. This Agreement is amended to delete and replace in its entirety:

Exhibit A-2 “Scope of Work” with Exhibit A-3 “Scope of Work” attached hereto and incorporated herein.

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

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

CITY OF GOLETA CONSULTANT

Robert Nisbet, City Manager Robert A. Schmidt, P.E., President

ATTEST:

Deborah Lopez, City Clerk Vernon E. Williams, P.E., CFO

APPROVED AS TO FORM:

MEGAN GARIBALDI, CITY ATTORNEY

Winnie Cai, Assistant City Attorney
DocuSign Envelope ID: AB4ACCDA-0ACE-451F-B221-F48DC1F413B2 DocuSign Envelope ID: FD5EC4BC-9443-4527-9D54-B3FC5C3B8899 45 City of Goleta
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EXHIBIT A-3

SCOPE OF WORK

Consultant shall deliver the following services:

1. Review all site information related to the project provided by the City.

Communicate to and share site information with subconsultants. Assumed 21 hours total (between office engineers and project manager).

Assumed 12 hours total (split between engineer and project manager).

6. Prepare Preliminary Architectural Plans for all the identified interior improvements, as defined below and in the forthcoming ADA Assessment/update:

Building A: Two new completely redesigned multi-user restrooms including X - Ray of the men’s and women’s restroom floor systems to determine size, spacing, and depth of reinforcing steel within the existing concrete slabs, and boring of two 6 -inch diameter holes in the existing concrete slabs to determine the existing building construction under the slabs . Door hardware, minor walls being moved, cabinets, and equipment ADA stage lift and associated handrails in auditorium . ADA handrails at the existing ramp at the main entrance, and the handrails on the existing front entrance stairs. ADA stage and associated handrails in dining room.

DocuSign Envelope ID: AB4ACCDA-0ACE-451F-B221-F48DC1F413B2 DocuSign Envelope ID: FD5EC4BC-9443-4527-9D54-B3FC5C3B8899 46 City of Goleta
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Replacement of sewer lateral that serves the existing restrooms and installation of grease interceptor. Preparation of sewer lateral replacement plans includes the following work:

a. Coordination with City staff regarding locations of existing sewer lines, conditions and elevations, and evaluation of which lines to investigate and pursue for replacement
b. Record searches for easements that allow connection to the sewer main, westerly, as opposed to travelling to the main on Hollister Avenue
c. Coordination, calls, site visits, and meetings with Goleta Sanitary District, the project surveyor, multiple plumbers, and scoping specialists to define the onsite sewer lines and elevations, to determine the best route for the new line
d. Review of past sewer line inspections and video inspections e. Calculate effluent loads from the Goleta Community Center and Boys and Girls Club and determine available capacity in the Goleta Sanitary District’s main line to receive these loads. f. Coordination with contract plumbers, Goleta Sanitary District and City staff, to assess the viability of the new sewer line tie-in g. Design and produce plans for the sewer line repl acement, including replacement of the concrete walkway/doorway exits to be ADA-compliant along the south side of the Goleta Community Center building

DocuSign Envelope ID: AB4ACCDA-0ACE-451F-B221-F48DC1F413B2 DocuSign Envelope ID: FD5EC4BC-9443-4527-9D54-B3FC5C3B8899 47 City of Goleta
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Historic Preservation Consultation

Historic Architectural Services

Construction Administration

8. Circulate preliminary plans to the City for review and address comments.

Revisions shall be limited to two rounds of comments/corrections. Assumed 20 hours (between engineer, Principal, and project manager).

DocuSign Envelope ID: AB4ACCDA-0ACE-451F-B221-F48DC1F413B2 DocuSign Envelope ID: FD5EC4BC-9443-4527-9D54-B3FC5C3B8899 48 City of Goleta
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9. Produce a construction level plan set (combined civil + architectural), incorporating revisions resulting from the Preliminary Plans review, and including construction details and specifications (on the sheets, not stand -alone specs).

Assumed 38 hours total (between engineer, principal engineer, and project manager).

10. Address comments from City (limited to one round of corrections/comments) and update the Plans, accordingly. Assumed 26 hours total (between engineer, principal engineer, and project manager).

11. Produce a Construction Cost Estimate for the project (interior costs from Architect and exterior costs from Consultant) and provide it to the City. This shall include coordination with the Architect and his sub-consultants. Assumed 13 hours total.

12. Provide design assistance during construction, which shall include Consultant’s review/comment on submittals required by Consultant’s plans, and review/response to RFIs (limit to no more than 10 RFIs), and up to 4 site visits for construction observation. This task excludes contract bidding and/or construction contract administration.

13. Attend meetings as requested by City, not to exceed 8 man-hours.

CONSULTANT PROJECT TEAM
The below listed professionals have been selected by CONSULTANT for the subject project:

Civil Engineer: Flowers & Associates, Inc.

Architect: Paul Zink, AIA (and his subconsultants as defined above in Task 6) Surveyor: Gary Salmen, California Licensed Land Surveyor No. 5018 Historic Architect Services Consultant: Page & Turnbull

SPECIFIC EXCLUSIONS

Specifically not included in the above Scope of Services/Compensation are the following:

1. Geotechnical Engineering, including design, observation and testing of earthwork.

2. City review fees and permit costs.

3. Any involvement with hazardous waste including detection, evaluation, and cleanup.

4. Reproduction expense including the cost of blueprinting and other reprographics.

5. Entitlement.

DocuSign Envelope ID: AB4ACCDA-0ACE-451F-B221-F48DC1F413B2 DocuSign Envelope ID: FD5EC4BC-9443-4527-9D54-B3FC5C3B8899 49 City of Goleta
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6. Environmental review, including storm water requirements (the new/replaced hardscape totals are not anticipated to trigger the City’s storm water requirements).

7. Assumptions and Exclusions Related to Historic Preservation Consultation and Historic Architectural Services

 As-built drawings in digital format (AutoCAD or Revit) will be provided by the Client for historic architect services consultant ’s use. Where as-built drawings are not available, historic architect services consultant will use photographs to illustrate scope of work.
 Unless noted otherwise, all deliverables will be provided in electronic format. The Prime Architect will be responsible for printing materials.  The design and construction periods will not extend beyond June 2024.  This Scope of Services does NOT include the following:
o formal environmental compliance analysis and documentation (CEQA and/or Section 106 of NHPA as required by FEMA).
o Condition Assessments.
o Hazardous materials identiﬁcation or abatement design. o Mechanical, electrical, plumbing and geotechnical engineering services.
o Bidding and Construction Administration.
o Costs to access high areas of the building (i.e. rental costs for personnel lifts or ladders).
o Planning, plan-check, or permitting fees.
o Presentation to and/or attendance at public meetings or hearings. o Costs for a contractor to create and temporarily repair inspection openings to observe as built conditions.
o Cost estimating services.
o Preparation of City of Goleta application forms
o Review and commentary of a proposed project or project alternatives, as defined in an Environmental Impact Report. o CEQA technical support by the Historic Preservation Consultant.

DocuSign Envelope ID: AB4ACCDA-0ACE-451F-B221-F48DC1F413B2 DocuSign Envelope ID: FD5EC4BC-9443-4527-9D54-B3FC5C3B8899 50 City of Goleta
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AMENDMENT NO. 5

TO A PROFESSIONAL SERVICES AGREEMENT

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

This Amendment No. 5 to the Professional Design Services Agreement by and between the City of Goleta, a municipal corporation (“City”) and Flowers & Associates, Inc., a California Corporation (“Consultant”) dated June 1, 2021, (“Agreement,” Agreement No. 2021-041) is made on this day of _______ 2023.

SECTION A. RECITALS

1. This Agreement is for producing design plans for access improvements to the Goleta Community Center Improvements Project (Project No. 9121); and

2. This Agreement has been amended to identify a new electrical engineer (Amendment 1); to identify a new City Project Manager, extend the term of the Agreement, add federal contract provisions, amend the scope of work, and add additional compensation (Amendment 2); and amend the scope of work and add additional compensation (Amendments 3 and 4); and

3. The parties desire to retroactively amend this Agreement so that this Amendment is effective as of June 30, 2023, and the term of the Agreement extends to June 30, 2025; and

4. The City Manager approved this Amendment No. 5 on this day of ________ 2023.

SECTION B. AMENDED TERMS

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

1. Section 6. TERM PROGRESS AND COMPLETION of the Agreement is amended to extend the term for an additional two (2) years and to read in its entirety:

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

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

CITY OF GOLETA CONSULTANT

Robert Nisbet, City Manager Robert A. Schmidt, P.E., President

ATTEST:

Deborah Lopez, City Clerk Vernon E. Williams, P.E., CFO

APPROVED AS TO FORM:

MEGAN GARIBALDI, CITY ATTORNEY

Scott Shapses, Deputy City Attorney

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Project Name: Goleta Community Center Improvements (Project No. 9067)

AGREEMENT FOR PROFESSIONAL DESIGN SERVICES

BETWEEN THE CITY OF GOLETA
AND
Flowers & Associates, Inc.

This AGREEMENT FOR PROFESSIONAL DESIGN SERVICES (herein referred to as “AGREEMENT”) is made and entered into this 1 st day of June, 2021, by and between the CITY OF GOLETA, a municipal corporation (herein referred to as "CITY"), and Flowers & Associates, Inc. , a California corporation (herein referred to as "CONSULTANT").

WHEREAS, the CITY has a need for professional design services for the Goleta Community Center Improvements Project; and
WHEREAS, 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 WHEREAS, CONSULTANT was approved by Council on December 3, 2019 and placed on a short list of pre-approved consultants for engineering design services after a review of a Request for Qualifications in compliance with Goleta Municipal Code Section 3.05.260; and
WHEREAS, the City Council, on this 1
st day of June 2021, approved this
AGREEMENT and authorized the City Manager to execute the AGREEMENT.

CITY and CONSULTANT agree as follows:

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

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

Professional Design Services in conjunction with Goleta Community Center Improvements Project services shall generally include producing design plans for access improvements to the Goleta Community Center as more particularly set forth in the Scope of Work, attached as Exhibit “A,” and incorporated herein.

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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 $165,000 (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, 2022, 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 cla ssification). 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 the compensation exhibit. Any compensation for extra services shall be part of the total compensation and shall not increase the not to exceed amount identified in Section

3. 5. CITY PROJECT MANAGER AND SERVICES BY CITY
The services to be performed by CONSULTANT shall be accomplished under the general direction of, and coordinate with, CITY's "Project Manager", as that staff person is designated by CITY from time to time, and who presently is Melissa Angeles.

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.

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6. TERM, PROGRESS AND COMPLETION
The term of this AGREEMENT is from the date first written above to December 31, 2022, unless term of this AGREEMENT is extended, or the AGREEMENT is terminated as provided for herein.

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

8. PERSONAL SERVICES/NO ASSIGNMENT/SUBCONTRACTOR
This AGREEMENT is for professional serv ices which are personal to CITY.

Autumn Malanca is deemed to be specially experienced and is a key member of CONSULTANT's firm and shall be directly involved in the performance of this work.

This key person shall communicate with, and periodically report to, CITY on the progress of the work. Should any such individual be removed from assisting in this contracted work for any reason, CITY may terminate this AGREEMENT. This AGREEMENT may not be assigned or subcontracted without the City Manager’s prior written consent.

9. HOLD HARMLESS AND INDEMNITY

(a) 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, employees and agents (“Indemnified Parties”) from and against any and all claims, losses, 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 willful 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 determined, as applicable, by a court of law, jury or arbitrator. In the event any

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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 any 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 service, 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, settlements, and/or arbitration awards, whether for personal or bodily injury, property 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 with an A.M. Best and Company rating of A- or better, Class VII or better, or as otherwise approved by CITY.

Insurance shall include the following (or broader) coverage:

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

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

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

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

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

a) CITY, its employees, officials, agents and member agencies shall be covered as additional insureds. 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) Liability coverage shall be primary and non-contributing with any insurance maintained by CITY.

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

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

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

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

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

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

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

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

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

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

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

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

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or accept any financial interest in CONSULTANT'S business by any CITY employee or official.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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TO CITY: Attention: Michelle Greene, City Manager
City of Goleta
130 Cremona Drive, Suite B
Goleta, CA 93117
TO CONSULTANT: Attention: Autumn Malanca, Project Manager Flowers & Associates, Inc.
201 North Calle Cesar Chavez, Suite 100
Santa Barbara, CA 93103

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

_____________________________ _____________________________ Michelle Greene, City Manager Robert A. Schmidt, P.E., President

A T T E S T

_____________________________ _____________________________ Deborah Lopez, City Clerk Vernon E. Williams, P.E., CEO

APPROVED AS TO FORM:

MICHAEL JENKINS, CITY ATTORNEY

_____________________________
Winnie Cai, Assistant City Attorney

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EXHIBIT A

SCOPE OF WORK

Consultant shall deliver the following services:

1. Review all site information related to the project provided by the City.

Communicate to and share site information with subconsultants. Assumed 21 hours total (between office engineers and project manager).

Assumed 12 hours total (split between engineer and project manager).

6. Prepare Preliminary Architectural Plans for all the identified interior improvements, as defined below and in the forthcoming ADA Assessment/update:

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Structural Engineer: GSE, Thuy Greer, SE
Mechanical/Plumbing: MEC, Paul Tziouvaras and Linda Altomare Electrical: Smith Engineering, Brian Smith
Door Hardware: IDS, Bob Simpson
ADA Specialist: Eric McSwain

7. Circulate preliminary plans to the City for review and address comments.

Assumed 38 hours total (between engineer, principal engineer, and project manager).

9. Address comments from City (limited to one round of corrections/comments) and update the Plans, accordingly. Assumed 26 hours total (between engineer, principal engineer, and project manager).

11. Provide design assistance during constr uction, which shall include Consultant’s review/comment on submittals required by Consultant’s plans, and review/response to RFIs (limit to no more than 10 RFIs), and up to 4 site visits for construction observation. This task excludes contract bidding and/or construction contract administration.

12. Attend meetings as requested by City, not to exceed 8 man-hours.

SPECIFIC EXCLUSIONS

Specifically not included in the above Scope of Services/Compensation are the following:

1. Geotechnical Engineering, including design, observation and testing of earthwork.

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2. City review fees and permit costs.

3. Any involvement with hazardous waste including detection, evaluation, and cleanup.

4. Reproduction expense including the cost of blueprinting and other reprographics.

5. Entitlement.

6. Environmental review, including storm water requirements (the new/replaced hardscape totals are not anticipated to trigger the City’s storm water requirements).

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EXHIBIT B

SCHEDULE OF FEES
Effective January 1, 2021
Until Revised

ENGINEERING SERVICES HOURLY RATE

Principal Engineer ........................................................................................................ $216.00 Associate Engineer ...................................................................................................... $199.00 Senior Engineer II ......................................................................................................... $189.00 Senior Engineer I .......................................................................................................... $176.00 Drainage Engineer ....................................................................................................... $176.00 Qualified SWPPP Practitioner ...................................................................................... $176.00 Design Engineer II ........................................................................................................ $166.00 Water Resources Specialist ......................................................................................... $166.00 Project Manager ........................................................................................................... $166.00 Design Engineer I ......................................................................................................... $154.00 CAD Designer .............................................................................................................. $140.00 CAD Technician ........................................................................................................... $125.00 Administrative Support ................................................................................................. $107.00

PLANNING SERVICES

Principal Planner .......................................................................................................... $189.00 Associate Planner ........................................................................................................ $168.00 Senior Planner .............................................................................................................. $158.00 Public Agency Coordinator ........................................................................................... $142.00

CONSTRUCTION PHASE SERVICES

Principal Construction Engineer ................................................................................... $216.00 Associate Construction Engineer ................................................................................. $199.00 Senior Construction Engineer ....................................................................................... $187.00 Resident Engineer ........................................................................................................ $176.00 Prevailing Wage Construction Monitor ......................................................................... $160.00 Construction Monitor .................................................................................................... $138.00

EXPERT TESTIMONY

Expert Testimony, Deposition, Court Appearance, and research related thereto will be charged at 3.0 times the applicable hourly rate.

REIMBURSABLE EXPENSE

Plots and other expenses connected with the work will be charged at cost.

CONSULTANTS

Subcontracts administered by Flowers & Associates, Inc. will be charged at cost plus 10%.

Goleta City CouncilJanuary 16, 2024

Goleta City Council
January 16, 2024