Goleta City Council
April 2, 2024

Agenda Item A.4

CPMS CONSENT CALENDAR
Meeting Date: April 2, 2024

TO: Mayor and Councilmembers

SUBMITTED BY: Luz “Nina” Buelna, Interim Public Works Director

PREPARED BY: Michael Winnewisser, Assistant Engineer

SUBJECT: Ratification of Agreements and Amendments for 202 4 Emergency Storm Repair Projects , and execute Amendments to Existing Professional and Design Agreements and Budget Amendments Related to Other Projects

RECOMMENDATION:

A. Ratify the General Services Agreement with Mark Crane Tree and Arborist Services executed by the City Manager, for the Citywide Tree Removal Projects for a total not- to-exceed amount of $200,000;

B. Authorize the City Manager to execute retroactive Amendment 2 to General Services Agreement No. 2023-032 with Mark Crane Tree and Arborist Services, increasing the total not-to-exceed amount by $110,000 for a total not-to-exceed amount of $410,000, and extending the termination date through December 31, 2024;

C. Ratify the General Services Agreement with Tierra Verde executed by the City Manager, for the Citywide Tree Removal Projects for a total not-to-exceed amount of $50,000;

D. Ratify the Professional Services Agreement with Unico Engineering, Inc. executed by the City Manager, for the 2024 Emergency Storm Repair Projects for a total not -to- exceed amount of $1,000,000;

E. Authorize the City Manager to execute Amendment 1 to Professional Design Services Agreement number 2023-068 with RRM Design Group, increasing the total not -to- exceed amount by $17,000 for a total not -to-exceed amount of $ 53,000, and expanding the scope;

F. Authorize the City Manager to execute Amendment 3 to Professional Design Services Agreement number 2023-073 with Rincon Consultants, Inc., increasing the total not- to-exceed amount by $ 117,504 for a total not-to-exceed amount of $ 429,467, and expanding the scope;

Meeting Date: April 2, 2024

G. Ratify the Professional Services Agreement with Rincon Consultants, Inc. executed by the City Manager, for the 2024 Emergency Storm Repair Projects for a total not-to- exceed amount of $250,000;

H. Ratify the Professional Services Agreement with Filippin Engineering, Inc. executed by the City Manager, for the 2024 Emergency Storm Repair Projects for a total not-to- exceed amount of $100,000; and

I. Authorize budget appropriations in the amount of $2,916,5 91.96 from various funds as identified in Table 2 of the Fiscal Impact section of the staff report.

BACKGROUND:

In early February 2024, City of Goleta (City) staff began monitoring the potential for heavy rains to impact Santa Barbara County, particularly portions of the more densely populated areas of South County.

On February 4, 2024, an atmospheric river storm struck California. The significant rainfall caused flooding on public streets, watersheds, creeks, open spaces, wetlands, and other property in the City; damage to public rights-of-way; downed trees blocking sidewalks and streets; road closures; and disruption of public se rvices. The storm prompted the City of Goleta to declare a local emergency on February 4, 2024.

Pursuant to City of Goleta Municipal Code Section 3.05.120 for Urgencies, Public Works staff engaged in immediate emergency operations by securing necessary contractors and consultants to permit the continued performance of the operations and services of the City, and to avoid the immediate danger to life, health, or property caused by the storm.

DISCUSSION:

As a result of the storm, a wide range of damage occurred throughout the City of Goleta.

Public Works staff created a list of damages and consolidated them into the Public Works February 2024 Storm Damage List, which names each project and describes the damage caused by the storm , as well as needed repairs. The emergency agreements and amendments referenced in this report are necessary to cover services for one or more projects included on this list, as well as emergency clean-up and maintenance measures.

The current list is outlined below in Table 1.

Table 1: Public Works February 2024 Storm Damage List

Project Name Project Description
Citywide Pavement Damage
High flows resulted in damage to pavement
throughout the City. Repairs include a 4-inch dig-out
and resurfacing of damaged areas.

Meeting Date: April 2, 2024

Ellwood Mesa Emergency
Access Road
The service roadway to Ellwood Mesa was
irreparably damaged. Repairs include the installation
and reinforcement of a new culvert and restoration of
the access road overtop.

San Pedro Creek and Storm
Drain Repair
The concrete collar of the storm drain was exposed
and separated from a pipe in the high storm flows.

Repairs include excavation of existing pipe, and
installation of the new collar, headwall, and footing.

Nearby downed trees must also be removed.

Ellwood Beach Dr. Drain Repair
High flows caused erosion of the nearby slope past
the end of the roadway, and the repaired outlet has
been plugged by debris and sediment . Repairs
include the installation of a drainage system to
mitigate flows.

San Rossano & Padova Drain
Replacement
A sinkhole developed in the parkway near the curb
drain inlet by Evergreen Park due to pipe erosion.

Repairs include excavatio n, replacement of eroded
pipe, backfill, and compaction of the soil.

Cathedral Oaks Road
Further erosion of the underground voids has been
anticipated due to the high flows and thus resulted in
the closure of the westbound lane . Staff sought an
updated geotechnical report , the outcome of which
will determine the need for interim repairs and
whether to reopen the lane.

Ellwood Mesa Trail Erosion and
Beach Access Erosion
Due to the heavy rainfall flows , the coastal bluffs
eroded at two locations , and several beach access
trails were damaged. Repairs include regrading trail
segments to redirect runoff water away from the bluff
and cleaning up eroded areas.

Newport Drive Culvert

The southern end of the culvert is severely
undermined. Repairs include stabilization of the
culvert and creek bed with concrete foam and rip rap.

Covington and Camino
Venturoso Open Space
The drainage pipe has been plugged with debris and
sediment. The repairs include excavating and
clearing debris.

Brandon Open Space
The v -ditch has been under mined, a sinkhole has
formed in the channel and hillside, and the hillside
has begun to slump. Repairs include backfill and
compacting of damaged areas.

Tree Damage
93 trees across a ll parks and open spaces were
damaged or destroyed. Debris clearing, chip ping,
and tree felling will be performed under the direction
of certified arborists and biologists.

Beach Debris Cleanup
Debris (trees, trash, sediment, etc.) washed up onto
City beaches throughout the storm event and must
be removed and disposed of.

Meeting Date: April 2, 2024

Emergency Services Agreements

Mark Crane’s Tree and Arborist Services, Inc. (Mark Crane)

Mark Crane has been selected to enter into a General Services Agreement to address the tree damage listed in Table 1. The repairs for this project address life and safety concerns related to damaged and fallen trees in City parks, open spaces, and the public right-of-way. Table 3 provides the estimated cost and funding source for the contract. The Public Works Contract with Mark Crane for a total not-to-exceed amount of $200,000 with an expiration date of December 31, 2024, is provided as Attachment 1.

Mark Crane has an existing General Services Agreement No. 2023 -032 for tree and arborist services for the 2023 Winter Storm Projects. This agreement was entered into on July 18, 2023, and expired on December 31, 2023, and is included as Attachment 2. This agreement must be retroactively amended to increase the contract authority and extend the termination date to December 31, 2024 . Table 3 provides the estimated cost and funding source for the contract. The amendment shall increase contract authority by $110,000, to a new total not-to-exceed amount of $410,000. This amendment is included as Attachment 3.

Tierra Verde

Tierra Verde has also been selected to enter into a General Services Agreement to address the tree damage listed in Table 1. The repairs for this project addressed life and safety concerns related to damaged and fallen trees in City parks, open spaces, and the public right-of-way during the storm . Table 3 provides the estimated cost and funding source for the contract. The Public Works Contract with Tierra Verde for a total not -to- exceed amount of $50,000 with an expiration date of December 31, 2024, is provided as Attachment 4.

Unico Engineering (Unico)

Unico has been selected to enter into a Professional Service Agreement (On-Call) to provide construction management and inspection services as needed for the Citywide Pavement Damage repairs and various 2024 Storm Damages Projects. Table 3 provides the estimated cost and funding source for the contract. The Professional Services Agreement with Unico has a total not-to-exceed amount of $1,000,000 and an expiration date of December 31, 2024, and is included as Attachment 5.

RRM Design Group, Inc. (RRM)

RRM has an existing Professional Design Services Agreement No. 2023 -068 for the Ellwood Mesa Trail Erosion Project listed in Table 1. This agreement was entered into on July 31, 2023, and expires on December 31, 2024, and is included as Attachment 6. This agreement must be amended to increase the contract authority and revise the scope of services to finalize the project design. Table 3 provides the estimated cost and funding source for the contract. The amendment shall increase contract authority by $17,000, to Meeting Date: April 2, 2024

a new total not-to-exceed amount of $53,000. This amendment is included as Attachment

7. Rincon Consultants, Inc. (Rincon)

Rincon has an existing Professional Services Agreement No. 2023-073 for environmental and regulatory permit support for the 2023 Winter Storm Projects . This agreement was entered into on August 3, 2023, and expires on December 31, 2024, and is included as Attachment 8. This agreement must be amended to increase the contract authority and revise the scope of services to continue the project. Table 3 provides the estimated cost and funding source for the contract. The amendment shall increase contract authority by $117,504, to a new total not-to-exceed amount of $429,467. This amendment is included as Attachment 9.

Rincon has been selected to enter into a Professional Service Agreement to provide environmental and permitting support services for the various 2024 Emergency Storm Repair Projects listed in Table 1. Table 3 provides the estimated cost and funding source for the contract. The Professional Services Agreement with Rincon has a total not -to- exceed amount of $250,000 and an expiration date of June 30, 2025, and is included as Attachment 10.

Filippin Engineering, Inc. (Filippin)

Filippin has been selected to enter into a Professional Service Agreement (On-Call) to provide construction management, inspection, and testing services as needed for the various 2024 Emergency Storm Repair Projects listed in Table 1. Table 3 provides the estimated cost and funding source for the contract. The Professional Services Agreement with Filippin has a total not-to-exceed amount of $100,000 and an expiration date of June 30, 2025, and is included as Attachment 11.

FISCAL IMPACTS:

There are insufficient funds in the adopted Fiscal Year (FY) 2 3/24 budget to cover the cost of the services associated with the emergency response projects. There is an available balance of $452,892 in account 101-50-5200-54004 – Emergency Response.

At this time, s taff is recommending various budget appropriations for emergency response services, including other project budget adjustments, cleanup adjustments to adjust to an account balance , and budget transfer appropriations related to San Jose Creek Bike Path – Northern and Southern Segment. The budget appropriations involve budget transfers from projects not utilizing funding currently and new appropriations from Measure A fund balance and Bicycle & Pedestrian DIF fund balance that are available to support these projects. Of these appropriations, $992,722.55 is related to unencumbered funds programmed in San Jose Creek Channel Fish Passage Modification Projec t (CIP Project No. 9117), in which future funding will be recommended in FY 25/26 and further discussed as part of the Capital Improvement Program Budget Workshop for Fiscal Year Meeting Date: April 2, 2024

2024/25 (Mid -Cycle Update). Table 2 below summarizes these recommended appropriations.

Table 2 – Recommended Budget Appropriations

Fund Type Account From Account To Amount
General Fund 101-50-5800-51200 101-50-5200-54004 $ 40,000.00 General Fund 101-50-5400-51300 101-50-5200-54004 $ 50,000.00 General Fund 101-50-5700-51311 101-50-5200-54004 $ 150,000.00 General Fund 101-90-9117-57070 101-50-5200-54004 $ 992,722.55 Measure A Measure A Fund
Balance 205-50-5800-51073 $ 381,151.00
Emergency Response Subtotal $1,613,873.55
Measure A 205-90-9006-57070 205-90-9027-57070 $ 13,684.46 Cleanup Adjustment Subtotal $ 13,684.46
Measure A Measure A Fund
Balance 205-90-9006-57071 $ 479,613.00
Measure A 205-90-9110-57070 205-90-9006-57071 $ 16,949.80 Measure A 205-90-9110-57071 205-90-9006-57071 $ 286,374.25 Measure A 205-90-9087-57070 205-90-9006-57071 $ 7,913.10 Measure A 205-90-9087-57071 205-90-9006-57071 $ 59,812.63 Measure A 205-90-9114-57070 205-90-9006-57071 $ 58,212.99 Measure A 205-90-9099-57071 205-90-9006-57071 $ 107,954.18 Bicycle &
Pedestrian
DIF
Bicycle & Pedestrian
DIF Fund Balance 235-90-9006-57071 $ 272,204.00
San Jose Creek Bike Path (9006) Subtotal $1,289,033.95 Total $2,916,591.96

The recommended appropriations related to emergency response should be sufficient and will be encumbered on a task order basis through June 30, 2024 and may carryover with various CIP projects that may support costs.

The total combined not -to-exceed amounts requested for these emergency related contracts and amendments is $ 2,482,467 and corresponding funding sources are listed below. See Table 3 below.

Meeting Date: April 2, 2024

Table 3 – Estimated Costs and Funding for Strom Damages Projects

Storm
Year
Consultant/
Contractors Project Components Estimated
Costs
Funding Source Funding
Amounts
2024 Mark Crane Storm Tree Removal $200,000 General Fund (101-50-5200-
54004)
$452,892
2023 Mark Crane
Current Tree Removal
Costs and Additional
Tree Removal Costs
$400,000
Pending Budget
Appropriations
(See Table 2)
$1,613,874
2024 Tierra Verde Nick’s Tree Service
January Storm $50,000
Various CIP
Project Budgets:

9053 - $200,000
9112 - $125,000
9120 - $90,701

$415,701
2024 Unico Construction
Management Services $1,000,000
2023 RRM
Current Design Costs
and Additional Design
Support
$53,000
2023 Rincon
Current Support Costs
and Additional
Support Costs
$429,467
2024 Rincon Design Services $250,000
2024 Filippin Design Services $100,000
Total $2,482,467 Total $2,4892,467

It should be noted that some of these contracts such as with Unico, Rincon and Filippin are Master Services Agreements (MSAs) to procure the necessary emergency response services. For each specific project under an MSA, a detailed Task Order will be issued.

This order outlines the project’s scope of work, schedule, and costs. Essentially the Task Order functions as a sub -agreement to an MSA, so the full amount may not be utilized.

Issued Task Orders are then encumbered against available budget. If no budget is available, a Task Order should not be issued, as both budget authority and contrac t authority is needed to move forward with services.

ALTERNATIVES:

Meeting Date: April 2, 2024

The City Council can elect not to approve the amendments and agreements discussed herein; however, this would result in significant delays to the initiation and completion of the work associated with these emergency storm projects. This delay would result in many of these locations being inaccessible and hazardous to the public.

LEGAL REVIEW BY: Megan Garibaldi, City Attorney

APPROVED BY: Robert Nisbet, City Manager

ATTACHMENTS:

1. General Services Agreement with Mark Crane

2. Amendment 1 and General Services Agreement 2023-032 with Mark Crane

3. Retroactive Amendment No. 2 to Agreement 2023-032 with Mark Crane

4. General Services Agreement with Tierra Verde

5. Professional Services Agreement with Unico Engineering, Inc.

6. Agreement 2023-068 with RRM Design Group, Inc.

7. Amendment No. 1 to Agreement 2023-068 with RRM Design Group, Inc.

8. Amendment 2, Amendment 1, and Professional Services Agreement 2023 -073 with Rincon Consultants, Inc.

9. Amendment No. 3 to Agreement 2023-073 with Rincon Consultants, Inc.

10. Professional Services Agreement with Rincon Consultants, Inc.

11. Professional Services Agreement with Filippin Engineering, Inc.

ATTACHMENT 1

General Services Agreement with Mark Crane
City of Goleta Public Works Department Agreement with Mark Crane Tree Care, Inc. Page 1 of 26 Project Name: Emergency and Storm Removal and Tree Trimming AN AGREEMENT FOR GENERAL SERVICES BETWEEN THE CITY OF GOLETA AND MARK CRANE TREE CARE, INC. THIS GENERAL SERVICES AGREEMENT (“Agreement”), made and entered into this ____ day of , 2024, by and between the CITY OF GOLETA, a municipal corporation (hereinafter referred to as "City"), and MARK CRANE TREE CARE, INC., (hereinafter referred to as "Service Provider"). SECTION A. RECITALS 1. This Service Provider will be providing tree removal and tree trimming servicesin conjunction with emergency and storm response services as needed anddirected by the Parks and Open Space Manager in consultation with theconsulting city arborist and consulting biologist for emergency services causedby severe storms in February 2024; and2. Service Provider represents that it is sufficiently experienced and capableof providing the services agreed to herein and are sufficiently familiar withthe needs of the City; and3. Goleta Municipal Code Section 2.10.040(A)(6)(b) allows the City Manager(referenced as “Director of Emergency Services”) to “obtain vital supplies,equipment and such other properties found lacking and needed for theprotection of life and property and to bind the City for the fair value thereof”;and4. An emergency exists in the City due to the severe storms of February 2024which caused significant damage to roadways and City infrastructure.Therefore, it is necessary to the public health and safety that the City Managerimmediately authorize the start of work on emergency mitigation measures,subject to ratification by City Council; and5. The City procured these services in compliance with Goleta Municipal CodeSection 3.05.120. Goleta Municipal Code Section 3.05.120 expresslyauthorizes the City Manager to declare urgency subject to confirmation by theCity Council at its next meeting in order to authorize any purchase of up to$45,000.00 and over. By executing this Agreement, the City Manager declaresthat there are imminent public health and safety risks due to severe floodingand damage from the 2024 storms; and City of Goleta Public Works Department Agreement with Mark Crane Tree Care, Inc. Page 2 of 26

6. The City Manager approved this AGREEMENT pursuant to Goleta Municipal Code section 3.05.070. SECTION B. TERMS 1. RETENTION OF SERVICE PROVIDER City hereby retains Service Provider and Service Provider hereby accepts such engagement, to perform emergency and storm removal and tree trimming services, as needed and as requested by the City, and attached herein as Exhibit “A”. Service Provider warrants it has the qualifications, experience, and facilities to properly and timely perform said services. 2. COMPENSATION AND PAYMENT (a) Maximum and Rate. The total compensation earned by or payable to the Service Provider, by the City, for any and all services under this Agreement are estimated to be $200,000, and SHALL NOT EXCEED the sum of $200,000 over the life of the Agreement, and shall be earned on the following basis: Hourly at the hourly rates and with reimbursement to the Service Provider for those expenses set forth in Service Provider's Schedule of Fees marked Exhibit "B," attached and incorporated herein. (b) Payment. All payments shall be made within 30 days after the Service Provider has provided the City with written verification of the actual compensation earned, which written verification shall be in a form satisfactory to the City's Project Manager. 3. CITY PROJECT MANAGER AND SERVICES BY CITY The services to be performed by the Service Provider shall be accomplished under the general direction of, and coordinate with, the City's "Project Manager", as that staff person is designated by the City from time to time, and who presently is George Thomson. 4. PROGRESS AND COMPLETION Project Manager shall assign, in writing, Service Provider with discrete small projects, which shall in no event exceed $200,000 per project. Service Provider shall commence work on the services to be performed on each project as requested and authorized by the Project Manager. For each discrete job requested by the Project Manager, Service Provider must respond to provide at least an initial assessment of the project. Service City of Goleta Public Works Department Agreement with Mark Crane Tree Care, Inc. Page 3 of 26 Provider will provide an estimate to the Project Manager and only start work upon written authorization from the Project Manager. 5. AGREEMENT PERFORMANCE Non-Exclusivity. This Agreement is non-exclusive. City reserves the right to retain, employ, Agreement with other qualified providers of services during the term of this Agreement on such occasions and in such circumstances as City shall determine are appropriate. Ability to Perform. The Service Provider warrants that it possesses, or has arranged through subcontracts, all capital and other equipment, labor, materials, and licenses necessary to carry out and complete the work hereunder in compliance with any and all federal, state, county, city, and special district laws, ordinances, and regulations. Laws to be Observed. The Service Provider shall keep itself fully informed of and shall observe and comply with all applicable state and federal laws and county and City of Goleta ordinances, regulations and adopted codes during its performance of the work. Payment of Taxes. The Agreement prices shall include full compensation for all taxes which the Service Provider is required to pay. Permits and Licenses. The Service Provider shall procure all permits and licenses, pay all charges and fees, and give all notices necessary. Prevailing Wage. The Service Provider is obligated to pay prevailing wages under the California Labor Code. Service Provider agrees to indemnify, defend and hold City harmless from any claim that prevailing wages should have been paid, and shall be liable for the payment of the same and any penalties thereon. It is the responsibility of the Service Provider to be familiar with the California Labor Code, and failure or neglect of the Service Provider to understand the California Labor Code shall in no way relieve him from any obligations. Safety Provisions. The Service Provider shall conform to the rules and regulations pertaining to safety established by OSHA and the California Division of Industrial Safety. Preservation of City Property. The Service Provider shall provide and install suitable safeguards, approved by City, to protect City property from injury or damage. If City property is injured or damaged as a result of the Service Provider's operations, it shall be replaced or restored at the Service Provider's expense. The facilities shall be replaced or restored to a condition as good as when the Service Provider began work.

City of Goleta Public Works Department Agreement with Mark Crane Tree Care, Inc. Page 4 of 26 Immigration Act of 1986. The Service Provider warrants on behalf of itself and all subcontractor Providers engaged for the performance of this work that only persons authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be employed in the performance of the work hereunder. Service Provider Non-Discrimination. The Service Provider shall not discriminate based on race, color, gender, gender identity/expression, pregnancy, sexual orientation, disability, marital status, or any other characteristic protected under applicable federal or state law. Work Delays. Should the Service Provider be obstructed or delayed in the work required to be done hereunder by changes in the work or by any default, act, or omission of City, or by strikes, fire, earthquake, or any other Act of God, or by the inability to obtain materials, equipment, or labor due to federal government restrictions arising out of defense or war programs, then the time of completion may, at City's sole option, be extended for such periods as may be agreed upon by City and the Service Provider. In the event that there is insufficient time to grant such extensions prior to the completion date of the Agreement, City may, at the time of acceptance of the work, waive liquidated damages which may have accrued for failure to complete on time, due to any of the above, after hearing evidence as to the reasons for such delay, and making a finding as to the causes of same. Inspection. The Service Provider shall furnish City with every reasonable opportunity for City to ascertain that the services of the Service Provider are being performed in accordance with the requirements and intentions of this Agreement. All work done and all materials furnished, if any, shall be subject to City's inspection and approval. The inspection of such work shall not relieve Service Provider of any of its obligations to fulfill its Agreement requirements. Audit. City shall have the option of inspecting and/or auditing all records and other written materials used by Service Provider in preparing its invoices to City as a condition precedent to any payment to Service Provider.

City of Goleta Public Works Department Agreement with Mark Crane Tree Care, Inc. Page 5 of 26 Interests of Service Provider. The Service Provider covenants that it presently has no interest, and shall not acquire any interest, direct or indirect or otherwise, which would conflict in any manner or degree with the performance of the work hereunder. The Service Provider further covenants that, in the performance of this work, no subcontractor or person having such an interest shall be employed. The Service Provider certifies that no one who has or will have any financial interest in performing this work is an officer or employee of City. It is hereby expressly agreed that, in the performance of the work hereunder, the Service Provider shall at all times be deemed an independent Service Provider and not an agent or employee of City. 6. TERM This Agreement shall expire on June 30, 2025. 7. OWNERSHIP OF DOCUMENTS All drawings, designs, data, photographs, reports and other documentation (other than Service Provider's drafts, notes and internal memorandum), including duplication of same prepared by Service Provider in the performance of these services, shall become the property of the City upon termination of the consulting services pursuant to this Agreement and upon payment in full of all compensation then due Service Provider. If requested by the City, all, or the designated portions of such, shall be delivered to the City. The City agrees to hold the Service Provider 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 the Service Provider is first obtained. 8. PERSONAL SERVICES/NO ASSIGNMENT/SUBSERVICE PROVIDER This Agreement is for general services which are personal to City. Mark Crane, is deemed to be specially experienced and is a key lead for services provided, and shall be directly involved in performing, supervising or assisting 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. Service Provider must ensure that subcontractors adhere to all applicable provisions of this Agreement relating to providing services to City. This Agreement is not assignable by Service Provider without City’s prior consent in writing. 9. HOLD HARMLESS AND INDEMNITY (a) Hold Harmless for Service Provider's Damages. The Service City of Goleta Public Works Department Agreement with Mark Crane Tree Care, Inc. Page 6 of 26 Provider holds the City, its elected officials, officers and employees, harmless from all of Service Provider's claims, demands, lawsuits, judgments, damages, losses, injuries or liability to the Service Provider, to the Service Provider's employees, to Service Provider’s subconsultants or subcontractors, or to the owners of the Service Provider's firm, which damages, losses, injuries or liability occur during the work or services required under this Agreement, or occur while Service Provider is in a City building or on City property, or which are connected, directly or indirectly, with the Service Provider's performance of any activity or work required under this Agreement. (b) Defense and Indemnity of Third-Party Claims/Liability. Service Provider shall investigate, defend, and indemnify the City, its elected officials, officers and employees, from any claims, lawsuits, demands, judgments and all liability including, but not limited to, monetary or property damage, lost profit, personal injury, wrongful death, general liability, automobile, infringement of copyright/patent/trademark, professional errors and omissions arising out of, directly or indirectly, an error, a negligent act or negligent omission of the Service Provider or of Service Provider’s subconsultants or subcontractors, or the willful misconduct of the Service Provider or Service Provider’s subconsultants/subcontractors, in performing the services described in, or normally associated with, this type of contracted work. The duty to defend shall include any suits or actions in law or equity concerning any activity, product or work required under this Agreement, and also include the payment of all court costs, attorney fees, expert witness costs, investigation costs, claims adjusting costs and any other costs required for and related to such litigation. (c) Nonwaiver. The City does not waive, nor shall be deemed to have waived, any indemnity, defense or hold harmless rights under this section because of the acceptance by the City, or the deposit with the City, of any insurance certificates or policies described in section 10. 10. INSURANCE Service Provider shall, at Service Provider’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 in the aggregate.

City of Goleta Public Works Department Agreement with Mark Crane Tree Care, Inc. Page 7 of 26 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. Liability insurance policies required to be provided by Service Provider hereunder shall contain or be endorsed to contain the following provisions: a) Except for professional liability insurance, City, its employees, officials, agents and member agencies shall be covered as additional insureds. Coverage shall apply to any and all liability arising out of the work performed or related to the Agreement. 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) Except for professional liability insurance, liability coverage shall be primary and non-contributing with any insurance maintained by City. d) 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. e) No liability insurance coverage provided to comply with this Agreement shall prohibit Service Provider, or Service Provider’s employees, or agents, from waiving the right of recovery prior to a loss. Service Provider waives its right of recovery against City.

City of Goleta Public Works Department Agreement with Mark Crane Tree Care, Inc. Page 8 of 26 f) Service Provider agrees to deposit with City within fifteen days of Notice to Proceed of the Agreement certificates of insurance and required endorsements. g) There shall be no recourse against City for payment of premiums or other amounts with respect to the insurance required to be provided by Service Provider 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 Service Provider or City will withhold amounts sufficient to pay premium from Service Provider payments. h) Service Provider agrees to provide immediate notice to City of any claim or loss against Service Provider 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. RELATION OF THE PARTIES The relationship of the parties to this Agreement shall be that of independent contractor and that in no event shall Service Provider be considered an officer, agent, servant or employee of City. The Service Provider shall be solely responsible for any workers compensation insurance, withholding taxes, unemployment insurance, and any other employer obligations associated with the described work. 12. TERMINATION BY CITY The City, by notifying Service Provider in writing, may upon five (5) calendar days notice, terminate any portion or all of the services agreed to be performed under this Agreement. In the event of such termination, Service Provider 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 Service Provider within 30 days following submission of a final statement by Service Provider. 13. CORRECTIONS City of Goleta Public Works Department Agreement with Mark Crane Tree Care, Inc. Page 9 of 26 The Service Provider shall correct, at its expense, all errors in the work which may be disclosed during the City's review of the Service Provider's work. Should Service Provider fail to make such correction in a reasonably timely manner, such correction shall be made by the City, and the cost thereof shall be charged to Service Provider. 14. ACCEPTANCE OF FINAL PAYMENT CONSTITUTES RELEASE The acceptance by Service Provider of the final payment made under this Agreement shall operate as and be a release of the City from all claims and liabilities for compensation to Service Provider for anything done, furnished or relating to Service Provider'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 five (5) calendar days of the receipt of that check, which ever occurs first. However, any approval or payment by the City shall not constitute, nor be deemed, a release of the responsibility and liability of Service Provider, its employees, subcontractors, agents and Service Providers 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 the City for any defect or error in the work prepared by Service Provider, its employees, subcontractor, agents and Service Providers. 15. WAIVER; REMEDIES CUMULATIVE Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by the other party, irrespective of the length of time for which such failure continues, shall not constitute a waiver of such party's right to demand strict compliance by such other party in the future. No waiver by a party of a default or breach of the other party shall be effective or binding upon such party unless made in writing by such party, and no such waiver shall be implied from any omissions by a party to take any action with respect to such default or breach. No express written waiver of a specified default or breach shall affect any other default or breach, or cover any other period of time, other than any default or breach and/or period of time specified. 16. CONFLICT OF INTEREST Service Provider is unaware of any City employee or official that has a financial interest in Service Provider's business. During the term of this Agreement and/or as a result of being awarded this Agreement, the Service Provider shall not offer, encourage or accept any financial interest in Service Provider's business by any City employee or official. If a portion of Service Provider's services called for under this Agreement shall ultimately be paid for by reimbursement from and through an Agreement with a developer of any land within the City or with a City franchisee, the Service Provider warrants that it has not performed any work for such developer/franchisee within the last 12 months, and shall not negotiate, offer or accept any Agreement or request to perform services for that identified developer/franchisee during the term of this Agreement.

City of Goleta Public Works Department Agreement with Mark Crane Tree Care, Inc. Page 10 of 26

17. 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 and, should litigation occur, venue shall be in the Superior Court of Santa Barbara. 18. 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. 19. ENTIRE AGREEMENT BETWEEN PARTIES Except for Service Provider’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. 20. NOTICES Any notice required to be given hereunder shall be deemed to have been given by depositing said notice in the United States mail, postage prepaid, and addressed as follows: TO CITY: Robert Nisbet, City Manager City of Goleta 130 Cremona Drive, Suite B Goleta, CA 93117 TO SERVICE PROVIDER: Attention: Mark Crane Mark Crane’s Tree Care, Inc. PO Box 983 Goleta, Ca 93116 21. COUNTERPARTS AND ELECTRONIC/FACSIMILE SIGNATURES This Agreement may be executed in several counterparts, which may be City of Goleta Public Works Department Agreement with Mark Crane Tree Care, Inc. Page 11 of 26 facsimile or electronic copies. Each counterpart is fully effective as an original, and together constitutes one and the same instrument. 22. FEDERAL REQUIREMENTS FEMA financial assistance will be used to fund all or a portion of this contract. The Service Provider 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 provision making them subject to all of the provisions stipulated in the contract, including but not limited to, 2 C.F.R. Part 200 and the Federal Contract Provisions. With respect to any conflict between such federal requirements and the terms of this contract and/or the provisions of state law and except as otherwise required under federal law or regulation, the more stringent requirement shall control.

City of Goleta Public Works Department Agreement with Mark Crane Tree Care, Inc. Page 12 of 26 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 SERVICE PROVIDER _____________________________ ________________________________ Robert Nisbet, City Manager Mark Crane, President ATTEST: ____________________________ _______________________________ Deborah Lopez, City Clerk Kim Crane, Secretary APPROVED AS TO FORM: MEGAN GARIBALDI, CITY ATTORNEY ____________________________ Scott Shapses, Deputy City Attorney

City of Goleta Public Works Department Agreement with Mark Crane Tree Care, Inc. Page 13 of 26 EXHIBIT A SCOPE OF WORK Service provider shall provide emergency tree removal and tree trimming services in conjunction with the emergency and storm response services as needed and as directed by the Parks and Open Space Manager in consultation with the consulting city arborist and consulting biologist for emergency services. The scope of work includes but is not limited to: • Emergency Tree Trimming • Emergency Tree Removal • Haul and disposal of any large wood • Chip and Broadcast, Onsite, any remaining wood associated with tree trimming under this Scope of Work City of Goleta Public Works Department Agreement with Mark Crane Tree Care, Inc. Page 14 of 26

EXHIBIT B SCHEDULE OF FEES

City of Goleta Public Works Department Agreement with Mark Crane Tree Care, Inc. Page 15 of 26 EXHIBIT C FEDERAL CONTRACT PROVISIONS During the performance of this contract, Mark Crane’s Tree Care, Inc. (the “Service Providor”) 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 Service Providor. 1. CONTRACTING WITH SMALL AND MINORITY FIRMS, WOMEN’S BUSINESS ENTERPRISE AND LABOR SURPLUS AREA FIRMS (2 C.F.R. § 200.321) A. Service Provider 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 minority 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. Service Provider shall submit evidence of compliance with the foregoing affirmative steps when requested by the Agency. Notwithstanding the foregoing, the affirmative steps requirements detailed above do not apply in the case of a noncompetitive procurement made under the emergency exception/exigency exception to competitive procurements. 2. COST PRINCIPLES (2 C.F.R. PART 200, SUBPART E) A. If any indirect costs will be charged to the Agency under this contract, such costs must conform to the cost principles set forth under the Uniform Rules City of Goleta Public Works Department Agreement with Mark Crane Tree Care, Inc. Page 16 of 26 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 Service Provider. 3. ACCESS TO RECORDS & RECORD RETENTION (2 C.F.R. 200.336) A. Service Provider 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 Service Provider personnel for the purpose of interview and discussion related to the books and records. B. The Service Provider 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 Service Provider 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 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 City of Goleta Public Works Department Agreement with Mark Crane Tree Care, Inc. Page 17 of 26 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 Service Provider, terminate this contract for convenience, in whole or in part, at any time by giving written notice to Service Provider 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 and adequately provided through the effective date of termination. No amount shall be paid for unperformed work or materials not provided, including anticipated profit. Service Provider shall provide documentation deemed adequate by the Agency to show the work actually completed or materials provided by Service Provider 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 Service Provider fails to perform pursuant to the terms of this contract, the Agency shall provide written notice to Service Provider specifying the default (“Notice of Default”). If Service Provider 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 Service Provider fails to cure a default as set forth above, the Agency may, by written notice to Service Provider , terminate this contract for cause, in whole or in part, and specifying the effective date thereof (“Notice of Termination for Cause”). If the termination is for cause, Service Provider 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 Service Provider’s deficiencies and charge the cost thereof to Service Provider, who shall be liable for the full cost of the Agency's corrective action, including reasonable overhead, profit and attorneys' fees. iii. Reimbursement; Damages. The Agency shall be entitled to reimbursement for any compensation paid in excess of work rendered or materials provided and shall be entitled to withhold compensation for defective work or other damages caused by Service Provider performance of the work.

City of Goleta Public Works Department Agreement with Mark Crane Tree Care, Inc. Page 18 of 26 iv. Additional Termination Provisions. Upon receipt of a Notice of Termination, either for cause or for convenience, Service Provider shall promptly discontinue the work unless the Notice directs to the contrary. Service Provider shall deliver to the Agency and transfer title (if necessary) to all provided materials and completed work, and work in progress including drafts, documents, plans, forms, maps, products, graphics, computer programs and reports. The rights and remedies of the parties provided in this Section are in addition to any other rights and remedies provided by law or under this contract. Service Provider acknowledges the Agency’s right to terminate this contract with or without cause as provided in this Section, and hereby waives any and all claims for damages that might arise from the Agency’s termination of this contract. The Agency shall not be liable for any costs other than the charges or portions thereof which are specified herein. Service Provider shall not be entitled to payment for unperformed work or materials not provided and shall not be entitled to damages or compensation for termination of work or supply of materials. If Agency terminates this contract for cause, and it is later determined that the termination for cause was wrongful, the termination shall automatically be converted to and treated as a termination for convenience. In such event, Service Provider shall be entitled to receive only the amounts payable under this Section, and Service Provider specifically waives any claim for any other amounts or damages, including, but not limited to, any claim for consequential damages or lost profits. The rights and remedies of the Agency provided in this Section shall not be exclusive and are in addition to any other rights and remedies provided by law, equity or under this contract including, but not limited to, the right to specific performance. B. Appendix II to Part 200 (C) – Equal Employment Opportunity: Except as otherwise provided under 41 C.F.R. Part 60, Service Provider 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: i. Service Provider will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. Service Provider will take affirmative action to insure that applicants are employed and that employees are treated equally City of Goleta Public Works Department Agreement with Mark Crane Tree Care, Inc. Page 19 of 26 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. Service Provider 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. Service Provider will, in all solicitations or advertisements for employees placed by or on behalf of Service Provider , state that all qualified applicants will receive consideration for employment without regard to their race, color, religion, sex, or national origin. iii. Service Provider will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with Service Provider‘s legal duty to furnish information. iv. Service Provider will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments under Section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. v. Service Provider will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.

City of Goleta Public Works Department Agreement with Mark Crane Tree Care, Inc. Page 20 of 26 vi. Service Provider 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 Service Provider’s noncompliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be cancelled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order No.11246 of Sept. 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order No.11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. viii. Service Provider 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 Service Provider. Service Provider will take such action 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 Service Provider becomes involved in, or is threatened with, litigation with a subcontractor or Service Provider as a result of such direction, Service Provider may request the United States to enter into such litigation to protect the interests of the United States. C. Appendix II to Part 200 (D) – Davis-Bacon Act; Copeland Act: Not 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, Service Provider shall comply with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor City of Goleta Public Works Department Agreement with Mark Crane Tree Care, Inc. Page 21 of 26 regulations (29 C.F.R. Part 5). Under 40 U.S.C. 3702, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for 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 laborers 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 each calendar day on which 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 Service Provider or subcontractor under any such contract or any other Federal contract with the same prime City of Goleta Public Works Department Agreement with Mark Crane Tree Care, Inc. Page 22 of 26 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 Service Provider 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 Under 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 experimental, developmental, or research work funded in whole or in part by the Federal government. This term also includes any assignment, substitution 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, City of Goleta Public Works Department Agreement with Mark Crane Tree Care, Inc. Page 23 of 26 Disaster Case Management Grant Program, and Federal Assistance to Individuals and Households – Other Needs Assistance Grant Program, as FEMA awards under these programs do not meet the definition of “funding agreement.” F. Appendix II to Part 200 (G) – Clean Air Act and Federal Water Pollution Control Act: If this contract is in excess of $150,000, Service Provider 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) Service Provider 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) Service Provider 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) Service Provider agrees to include these requirements in each subcontract exceeding $150,000. ii. Pursuant to the Federal Water Pollution Control Act, (1) Service Provider 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) Service Provider 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) Service Provider agrees to include these requirements in each subcontract exceeding $150,000. 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.

City of Goleta Public Works Department Agreement with Mark Crane Tree Care, Inc. Page 24 of 26 i. This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such Service Provider is required to verify that none of the Service Provider, 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. Service Provider 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 Service Provider 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. Service Provider warrants that it is not debarred, suspended, or otherwise excluded from or ineligible for participation in any federal programs. Service Provider 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. Service Provider further agrees to notify the Agency in writing immediately if Service Provider 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, Service Provider 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, Service Provider shall file with the Agency the Federal Standard Form LLL titled “Disclosure Form to Report Lobbying.” Service Providers that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient.

City of Goleta Public Works Department Agreement with Mark Crane Tree Care, Inc. Page 25 of 26 I. Appendix II to Part 200 (J) – Procurement of Recovered Materials: i. Service Provider shall comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement. ii. In the performance of this contract, the Service Provider 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, along with the list of EPA-designate items, is available at EPA’s Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program. 5. MISCELLANEOUS PROVISIONS A. The Service Provider 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 Service Provider will comply with all applicable federal law, regulations, executive orders, FEMA policies, procedures, and directives. C. Service Provider acknowledges that 31 U.S.C. Chapter 38 (Administrative Remedies for False Claims and Statements) applies to the Service Provider’s actions pertaining to this contract.

City of Goleta Public Works Department Agreement with Mark Crane Tree Care, Inc. Page 26 of 26 D. The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the Agency, Service Provider, 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 borne by the Service Provider , the Service Provider’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 Service Provider exceeds at its own risk.

ATTACHMENT 2

Amendment No. 1 and General Services Agreement 2023-032 with Mark Crane City of Goleta
Amendment No. 1 to Agreement No. 2023-032

AMENDMENT NO. 1

TO A GENERAL SERVICES AGREEMENT

BETWEEN THE CITY OF GOLETA
AND
MARK CRANE’S TREE AND ARBORIST SERVICES
This Amendment No. 1 to the General Services Agreement by and between the CITY OF GOLETA , a municipal corporation ( “City”) and MARK CRANE’S TREE AND ARBORIST SERVICES (“Service Provider) dated March 7th, 2023 (“Agreement,” Agreement No. 2023-032) is made on this 18th day of July, 2023.

SECTION A. RECITALS

1. This Agreement is for environmental, permitting, and arborist services related to projects for emergency repair to public property, trees, parks, and other infrastructure caused by severe storms in March 2023; and

2. The Agreement currently provides in Section 3 Subsection (a) for the total compensation amount not to exceed $50,000; and

3. The parties desire to amend the Agreement so as to provide for additional compensation in the amount of $250,000 for continued tasks; and

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

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

6. The City Council approved this Amendment No. 1, on this 18th day of July, 2023.







 



 






  












 

 
  
 


City of Goleta
Amendment No. 1 to Agreement No. 2023-032

SECTION B. AMENDED TERMS
Now therefore City and Consultant agree as f ollows that the Agreement be, and hereby is, amended as follows:
 Subsection (a) of Section 3. COMPENSATION AND PAYMENT of the  Agreement is amended to add an additional authorized amount of $2 ,000 and to read in its entirety:

D
Maximum and Rate. The total compensation payable to SERVICE  PROVIDER by CITY for the services under this AGREEMENT  SHALL NOT EXCEED the sum of $300,000 (herein "not-to-exceed  amount") and shall be earned as the work progresses.

Hourly at the hourly rates and with reimbursement to 
CONSULTANT for those expenses set forth in 
CONSULTANT's Schedule of Fees marked Exhibit "B," 
attached and incorporated herein. The rates and expenses set forth in that exhibit shall be binding upon CONSULTANT until December 31, 2023, after which any change in said rates and expenses must be approved in writing by CITY's Project  Manager as described in Section 5 (CITY is to be given 60 days notice of any rate increase request), provided the not to exceed amount is the total compensation due CONSULTANT
for all work described under this AGREEMENT.
 This Agreement is amended to delete and replace in its entirety:

Exhibit B “Co mpensation” with Exhibit B- 1 “Compensation” attached  hereto and incorporated herein.
 Except as otherwise specifically provided herein, all other provisions of the Agreement shall remain in full force and effect.







 



 






  












 

 
  
 
City of Goleta
Amendment No. 1 to Agreement No. 2023-032

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

CITY OF GOLETA SERVICE PROVIDER

____________________________ ______________________________ Robert Nisbet, City Manager Mark Crane, President

A T T E S T :

_____________________________ ______________________________ Deborah Lopez, City Clerk Kim Crane, Vice President

APPROVED AS TO FORM:

MEGAN GARIBALDI, CITY ATTORNEY

_____________________________
Scott Shapses, Deputy City Attorney








 



 







  












 

 
  
 

City of Goleta
Amendment No. 1 to Agreement No. 2023-032

EXHIBIT B-1

Labor Billed port to port from our yard at 150C David Love Place, Goleta CA 93117 (*) Weekly rental discount on equipment:

Regular Time:
$105.00 Per Hour – Groundman/Rigger
$131.25 Per Hour – Groundman/Rigger

Overtime:
$157.50 Per Hour – Groundman/Rigger
$196.87 Per Hour – Climber/Aerial lift and other large equipment

Holidays and Emergency:
$210.00 Per Hour – Groundman/Rigger
$262.50 Per Hour – Climber/Aerial lift and other large equipment

Equipment:

Day Rate:
299 Cat Skid Steer $735.00 (Comes with bucket)
Grapple $210.00
Forestry Mower $300.00
Stump Auger $210.00
Drill $210.00
Palfinger 50002 Grapple Crane $3,150.00
Spider 83 Foot lift $787.50

* Weekly Rate (Per Day):
299 Cat Skid Steer $588.00 (Comes with bucket)
Grapple $147.00
Forestry Mower $210.00
Stump Auger $147.00
Drill $147.00
Palfinger 50002 Grapple Crane $2,520.00
Spider 83 Foot lift $630.00

Additional Equipment:

* Weekly Rate (Per Day):

Dump Trucks $147.00
Vermeer BC 1000 Chipper $147.00
Vermeer BC 1800 Chipper $336.00
Vermeer SC60TX $420.00








 



 






  












 

 
  
 
City of GoletaPublic Works Agreement with Mark Crane’s Tree & Arborist ServicesPage 1 of 27 Project Name:March 2023 Winter Storm Emergency Response Tree WorkAN AGREEMENT FOR GENERAL SERVICESBETWEEN THE CITY OF GOLETAANDMARK CRANE’S TREE AND ARBORIST SERVICES THIS GENERAL SERVICES AGREEMENT (“Agreement”), made and entered into this ____ day of ______ 2023,by and between the CITY OF GOLETA, a municipal corporation (hereinafter referred to as "City"), andMARK CRANE’S TREE AND ARBORIST SERVICES, a California Corporation (hereinafter referred to as "ServiceProvider"). SECTION A. RECITALSThe CITY has a need for general services for environmental, permitting, andarborist services related to projects for emergency repair to public property, treesparks, and other infrastructure caused by severe storms in 2023;The CITY does not have the personnel able and/or available to performthe services required under this AGREEMENT, and therefore, the CITYdesires to contract for professional services to accomplish this work; andThis Service Provider will be providing emergency tree trimming and removalservices in conjunction with the 2023 Winter Storm Emergency ResponseTree Work Project; andService Provider represents that it is sufficiently experienced and capable ofproviding the services agreed to herein and are sufficiently familiar with the needsof the City; andAn emergency exists in the CITY due to the severe storms of 2023 whichcaused significant damage to roadways and CITY infrastructure. Therefore, it isnecessary to the public health and safety that the City Manager immediatelyauthorize the start of work on emergency mitigation measures, subject toratification by City Council; andThis Service Providerwrillbe providingemergency tree trimming and removalpgg ygservices in conjunction with the 2023 Winter Srtorm Emergency ResponsejTree Work Project;and SECTION B. TERMS 1. RETENTION OF SERVICE PROVIDERCity hereby retains Service Provider, and Service Provider hereby accepts suchengagement, to perform emergency tree trimming and removal services, as requested, and attached herein as Exhibit “A”. Service Provider warrants it has the qualifications, experience, and facilities to properly and timely perform said services. 2. COMPENSATION AND PAYMENT(a) Maximum and Rate. The total compensation earned by or payable to theService Provider, by the City, for any and all services under this Agreement are estimated to be $50,000, and SHALL NOT EXCEED the sum of $50,000 over the life of the Agreement, and shall be earned on the following basis: Hourly at the hourly rates and with reimbursement to the Service Provider for those expenses set forth in Service Provider's Schedule of Fees marked Exhibit "B," attached and incorporated herein. (b) Payment. All payments shall be made within 30 days after the ServiceProvider has provided the City with written verification of the actual compensation earned, which written verification shall be in a form satisfactory to the City's Project Manager. 3. CITY PROJECT MANAGER AND SERVICES BY CITYThe services to be performed by the Service Provider shall be accomplished underthe general direction of, and coordinate with, the City's "Project Manager", as that staff person is designated by the City from time to time, and who presently is George Thomson, Parks and Open Space Manager. 4. PROGRESS AND COMPLETIONProject Manager shall assign, in writing, Service Provider with discreteprojects, which shall in no event exceed $50,000 per project. Service Provider shall commence work on the services to be performed on each project as requested and authorized by the Project Manager. For each discrete job requested by the Project Manager, Service Provider must respond to provide at least an initial assessment of the project. Service Provider will City of Goleta Public Works Agreement with Mark Crane’s Tree & Arborist Services Page 2 of 27 City of Goleta Public Works Agreement with Mark Crane’s Tree & Arborist Services Page 3 of 27 provide an estimate to the Project Manager and only start work upon written authorization from the Project Manager. 5. AGREEMENT PERFORMANCENon-Exclusivity. This Agreement is non-exclusive. City reserves the right to retain, employ, Agreement with other qualified providers of services during the term of this Agreement on such occasions and in such circumstances as City shall determine are appropriate. Ability to Perform. The Service Provider warrants that it possesses, or has arranged through subcontracts, all capital and other equipment, labor, materials, and licenses necessary to carry out and complete the work hereunder in compliance with any and all federal, state, county, city, and special district laws, ordinances, and regulations. Laws to be Observed. The Service Provider shall keep itself fully informed of and shall observe and comply with all applicable state and federal laws and county and City of Goleta ordinances, regulations and adopted codes during its performance of the work. Payment of Taxes. The Agreement prices shall include full compensation for all taxes which the Service Provider is required to pay. Permits and Licenses. The Service Provider shall procure all permits and licenses, pay all charges and fees, and give all notices necessary. Prevailing Wage. The Service Provider is obligated to pay prevailing wages under the California Labor Code. Service Provider agrees to indemnify, defend and hold City harmless from any claim that prevailing wages should have been paid, and shall be liable for the payment of the same and any penalties thereon. It is the responsibility of the Service Provider to be familiar with the California Labor Code, and failure or neglect of the Service Provider to understand the California Labor Code shall in no way relieve him from any obligations. Safety Provisions. The Service Provider shall conform to the rules and regulations pertaining to safety established by OSHA and the California Division of Industrial Safety. Preservation of City Property. The Service Provider shall provide and install suitable safeguards, approved by City, to protect City property from injury or damage. If City property is injured or damaged as a result of the Service Provider's operations, it shall be replaced or restored at the Service Provider's expense. The facilities shall be replaced or restored to a condition as good as when the Service Provider began work.

City of Goleta Public Works Agreement with Mark Crane’s Tree & Arborist Services Page 4 of 27 Immigration Act of 1986. The Service Provider warrants on behalf of itself, and all subcontractor Providers engaged for the performance of this work that only persons authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be employed in the performance of the work hereunder. Service Provider Non-Discrimination. The Service Provider shall not discriminate based on race, color, gender, gender identity/expression, pregnancy, sexual orientation, disability, marital status, or any other characteristic protected under applicable federal or state law. Work Delays. Should the Service Provider be obstructed or delayed in the work required to be done hereunder by changes in the work or by any default, act, or omission of City, or by strikes, fire, earthquake, or any other Act of God, or by the inability to obtain materials, equipment, or labor due to federal government restrictions arising out of defense or war programs, then the time of completion may, at City's sole option, be extended for such periods as may be agreed upon by City and the Service Provider. In the event that there is insufficient time to grant such extensions prior to the completion date of the Agreement, City may, at the time of acceptance of the work, waive liquidated damages which may have accrued for failure to complete on time, due to any of the above, after hearing evidence as to the reasons for such delay, and making a finding as to the causes of same. Inspection. The Service Provider shall furnish City with every reasonable opportunity for City to ascertain that the services of the Service Provider are being performed in accordance with the requirements and intentions of this Agreement. All work done and all materials furnished, if any, shall be subject to City's inspection and approval. The inspection of such work shall not relieve Service Provider of any of its obligations to fulfill its Agreement requirements. Audit. City shall have the option of inspecting and/or auditing all records and other written materials used by Service Provider in preparing its invoices to City as a condition precedent to any payment to Service Provider. Interests of Service Provider. The Service Provider covenants that it presently has no interest, and shall not acquire any interest, direct or indirect or otherwise, which would conflict in any manner or degree with the performance of the work hereunder. The Service Provider further covenants that, in the performance of this work, no subcontractor or person having such an interest shall be employed. The Service Provider certifies that no one who has or will have any financial interest in performing this work is an officer or employee of City. It is hereby expressly agreed that, in the performance of the work hereunder, the Service Provider shall at all times be deemed an independent Service Provider and not an agent or employee of City.

City of Goleta Public Works Agreement with Mark Crane’s Tree & Arborist Services Page 5 of 27

6. TERMThis Agreement shall expire on December 3, 2023. 7. OWNERSHIP OF DOCUMENTSAll drawings, designs, data, photographs, reports, and other documentation (other than Service Provider's drafts, notes and internal memorandum), including duplication of same prepared by Service Provider in the performance of these services, shall become the property of the City upon termination of the consulting services pursuant to this Agreement and upon payment in full of all compensation then due Service Provider. If requested by the City, all, or the designated portions of such, shall be delivered to the City. The City agrees to hold the Service Provider 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 the Service Provider is first obtained. 8. PERSONAL SERVICES/NO ASSIGNMENT/SUBSERVICE PROVIDERThis Agreement is for general services which are personal to City. Mark Crane, President, is deemed to be specially experienced and is a key lead for services provided, and shall be directly involved in performing, supervising or assisting 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. Service Provider must ensure that subcontractors must adhere to all applicable provisions of this Agreement relating to providing services to City. 9. HOLD HARMLESS AND INDEMNITY(a) Hold Harmless for Service Provider's Damages. The Service Providerholds the City, its elected officials, officers and employees, harmless from all of Service Provider's claims, demands, lawsuits, judgments, damages, losses, injuries or liability to the Service Provider, to the Service Provider's employees, to Service Provider’s Service Providers or subcontractor, or to the owners of the Service Provider's firm, which damages, losses, injuries or liability occur during the work or services required under this Agreement, or occur while Service Provider is in a City building or on City property, or which are connected, directly or indirectly, with the Service Provider's performance of any activity or work required under this Agreement. (b) Defense and Indemnity of Third Party Claims/Liability. Service Providershall investigate, defend, and indemnify the City, its elected officials, officers and City of Goleta Public Works Agreement with Mark Crane’s Tree & Arborist Services Page 6 of 27 employees, from any claims, lawsuits, demands, judgments and all liability including, but not limited to, monetary or property damage, lost profit, personal injury, wrongful death, general liability, automobile, infringement of copyright/patent/trademark, professional errors and omissions arising out of, directly or indirectly, an error, a negligent act or negligent omission of the Service Provider or of Service Provider’s subcontractor, or the willful misconduct of the Service Provider or Service Provider’s Service Providers/subcontractor, in performing the services described in, or normally associated with, this type of contracted work. The duty to defend shall include any suits or actions in law or equity concerning any activity, product or work required under this Agreement, and also include the payment of all court costs, attorney fees, expert witness costs, investigation costs, claims adjusting costs and any other costs required for and related to such litigation. (c) Nonwaiver. The City does not waive, nor shall be deemed to have waived,any indemnity, defense or hold harmless rights under this section because of the acceptance by the City, or the deposit with the City, of any insurance certificates or policies described in section 10. 10. INSURANCEService Provider shall, at Service Provider’s sole cost and expense, provideinsurance 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” formCG 00 01 or its exact equivalent with an edition date prior to 2004 and withminimum limits of $1,000,000 per occurrence and $2,000,000 in theaggregate.b) Insurance Services Office form number CA 00 01 or equivalent coveringAutomobile Liability, including hired and non-owned automobile liability with aminimum limit of $1,000,000 per accident. If the Service Provider owns novehicles, this requirement may be satisfied by a non-owned and hired autoendorsement to Service Provider’s commercial general liability policy.c) Workers’ Compensation insurance complying with California worker’scompensation laws, including statutory limits for workers’ compensation andan Employer’s Liability limit of $1,000,000 per accident or disease.Liability insurance policies required to be provided by Service Provider hereunder shall contain or be endorsed to contain the following provisions:

City of Goleta Public Works Agreement with Mark Crane’s Tree & Arborist Services Page 7 of 27 a) Except for professional liability insurance, City, its employees, officials,agents, and member agencies shall be covered as additional insureds.Coverage shall apply to any and all liability arising out of the work performedor related to the Agreement. Additional insured status under the generalliability requirement shall be provided on Insurance Services Office Form CG20 10, with an edition date prior to 2004, or its equivalent. Additional insuredstatus for completed operations shall be provided either in the additionalinsured form or through another endorsement such as CG 20 37, or itsequivalent.b) General and automobile liability insurance shall apply separately to eachinsured against whom a claim is made, or suit is brought, except with respectto the limits of the insurer’s liability. Coverage will not be limited to City’svicarious liability.c) Except for professional liability insurance, liability coverage shall be primaryand non-contributing with any insurance maintained by City.d) Evidence of coverage (including the workers’ compensation and employer’sliability policies) shall provide that coverage shall not be suspended, voided,canceled or reduced in coverage or in limits except after 30 days’ prior writtennotice has been given to City. Such provision shall not include any limitationof liability of the insurer for failure to provide such notice.e) No liability insurance coverage provided to comply with this Agreement shallprohibit Service Provider, or Service Provider’s employees, or agents, fromwaiving the right of recovery prior to a loss. Service Provider waives its rightof recovery against City.f) Service Provider agrees to deposit with City within fifteen days of Notice toProceed of the Agreement certificates of insurance and requiredendorsements.g) There shall be no recourse against City for payment of premiums or otheramounts with respect to the insurance required to be provided by ServiceProvider hereunder. Any failure, actual or alleged, on the part of City tomonitor compliance with these requirements will not be deemed as a waiverof any rights on the part of City. City has no additional obligations by virtue ofrequiring the insurance set forth herein. In the event any policy of insurancerequired under this Agreement does not comply with these requirements or iscanceled and not replaced, City has the right but not the duty to obtain theinsurance it deems necessary, and any premium paid by City will be promptly City of Goleta Public Works Agreement with Mark Crane’s Tree & Arborist Services Page 8 of 27 reimbursed by Service Provider or City will withhold amounts sufficient to pay premium from Service Provider payments. h) Service Provider agrees to provide immediate notice to City of any claim orloss against Service Provider arising out of the work performed under thisAgreement. City assumes no obligation or liability by such notice but has theright (but not the duty) to monitor the handling of any such claim or claims ifthey are likely to involve City.11. RELATION OF THE PARTIESThe relationship of the parties to this Agreement shall be that of independent contractor and that in no event shall Service Provider be considered an officer, agent, servant, or employee of City. The Service Provider shall be solely responsible for any workers compensation insurance, withholding taxes, unemployment insurance, and any other employer obligations associated with the described work. 12. TERMINATION BY CITYThe City, by notifying Service Provider in writing, may upon five (5) calendar days notice, terminate any portion or all of the services agreed to be performed under this Agreement. In the event of such termination, Service Provider 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 Service Provider within 30 days following submission of a final statement by Service Provider. 13. CORRECTIONSThe Service Provider shall correct, at its expense, all errors in the work which may be disclosed during the City's review of the Service Provider's work. Should Service Provider fail to make such correction in a reasonably timely manner, such correction shall be made by the City, and the cost thereof shall be charged to Service Provider. 14. ACCEPTANCE OF FINAL PAYMENT CONSTITUTES RELEASEThe acceptance by Service Provider of the final payment made under this Agreement shall operate as and be a release of the City from all claims and liabilities for compensation to Service Provider for anything done, furnished, or relating to Service Provider'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 five (5) calendar City of Goleta Public Works Agreement with Mark Crane’s Tree & Arborist Services Page 9 of 27 days of the receipt of that check, whichever occurs first. However, any approval or payment by the City shall not constitute, nor be deemed, a release of the responsibility and liability of Service Provider, its employees, subcontractors, agents and Service Providers 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 the City for any defect or error in the work prepared by Service Provider, its employees, subcontractor, agents and Service Providers. 15. WAIVER; REMEDIES CUMULATIVEFailure 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. 16. CONFLICT OF INTERESTService Provider is unaware of any City employee or official that has a financial interest in Service Provider's business. During the term of this Agreement and/or as a result of being awarded this Agreement, the Service Provider shall not offer, encourage or accept any financial interest in Service Provider's business by any City employee or official. If a portion of Service Provider's services called for under this Agreement shall ultimately be paid for by reimbursement from and through an Agreement with a developer of any land within the City or with a City franchisee, the Service Provider warrants that it has not performed any work for such developer/franchisee within the last 12 months, and shall not negotiate, offer or accept any Agreement or request to perform services for that identified developer/franchisee during the term of this Agreement. 17. GOVERNING LAWThis Agreement, and the rights and obligations of the parties, shall be governed and interpreted in accordance with the laws of the State of California and, should litigation occur, venue shall be in the Superior Court of Santa Barbara. 18. 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.

City of Goleta Public Works Agreement with Mark Crane’s Tree & Arborist Services Page 10 of 27

19. ENTIRE AGREEMENT BETWEEN PARTIESExcept for Service Provider’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. 20. NOTICESAny notice required to be given hereunder shall be deemed to have been given by depositing said notice in the United States mail, postage prepaid, and addressed as follows: TO CITY: Robert Nisbet, City Manager City of Goleta 130 Cremona Drive, Suite B Goleta, CA 93117 TO SERVICE PROVIDER: Attention: Mark Crane, President Mark Crane’s Tree and Arborist Services PO Box 983 Goleta, CA 93116 City of Goleta Public Works Agreement with Mark Crane’s Tree & Arborist Services Page 11 of 27

21. COUNTERPARTS AND ELECTRONIC/FACSIMILE SIGNATURESThis 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. 22. FEDERAL REQUIREMENTSFEMA financial assistance will be used to fund all or a portion of this contract.The Service Provider 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” andincorporated herein by reference. Subcontracts, if any, shall contain a provision making them subject to all of the provisions stipulated in the contract, including but not limited to, 2 C.F.R. Part 200 and the Federal Contract Provisions. With respect to any conflict between such federal requirements and the terms of this contract and/or the provisions of state law and except as otherwise required under federal law or regulation, the more stringent requirement shall control.

City of Goleta Public Works Agreement with Mark Crane’s Tree & Arborist Services Page 12 of 27 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 SERVICE PROVIDER _____________________________ ________________________________Robert Nisbet, City Manager By: Mark Crane Title: President ATTEST: ____________________________ ________________________________ Deborah Lopez, City Clerk By: Kim Crane Title: Vice President APPROVED AS TO FORM: MEGAN GARIBALDI, CITY ATTORNEY ____________________________ Winnie Cai, Assistant City Attorney

City of Goleta Public Works Agreement with Mark Crane’s Tree & Arborist Services Page 13 of 27 EXHIBIT A SCOPE OF WORK Service provider shall provide emergency and storm removal and tree trimming services in conjunction with the emergency and storm response services and tree trimming project as directed by the Parks and Open Space Manager in consultation with the consulting city arborist and consulting biologist for emergency services. The scope of work includes but is not limited to: • Emergency Tree Trimming• Emergency Tree Removal• Haul and disposal of any large wood• Chip and Broadcast, Onsite, any remaining wood associated with treetrimming under this Scope of Work City of Goleta Public Works Agreement with Mark Crane’s Tree & Arborist Services Page 14 of 27 EXHIBIT B SCHEDULE OF FEES Mark Cranes Tree Inc., Labor and Equipment Rate Sheet Labor – Billed port to port from our yard at 150c David Love Place, Goleta CA 93117 Regular Time $105.00 per hour Groundman / Rigger $131.25 per hour Climber / Aerial lift and other large equipment Overtime $157.50 per hour Groundman / Rigger $196.85 per hour Climber / Aerial lift and other large equipment *Holidays or Emergency$210.00 per hour Groundman / Rigger $262.50 per hour Climber / Aerial lift and other large equipment *The labor rate includes 1 dump truck, 1 chipper, and or 1 aerial lift per crew.Equipment Day Rate $735.00 per day 299 CAT Skid Steer with Bucket $210.00 per day Grapple $300.00 per day Mower $210.00 per day Drill $3,150.00 per day Pal Finger 5002 Grapple Crane $787.50 per day Spider 83-foot lift $200.00 per day Mid Skid Steer Additional Equipment Day Rate $210.00 per day Dump Trucks $210.00 per day Vermeer BC 1000 Chipper $420.00 per day Vermeer BC 1800 Chipper $525.00 per day Vermeer SC60TX City of Goleta Public Works Agreement with Mark Crane’s Tree & Arborist Services Page 15 of 27 EXHIBIT C FEDERAL CONTRACT PROVISIONS During the performance of this contract, Mark Crane (the “Service Providor”) 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 Service Providor. 1.CONTRACTING WITH SMALL AND MINORITY FIRMS, WOMEN’S BUSINESSENTERPRISE AND LABOR SURPLUS AREA FIRMS (2 C.F.R. § 200.321)A. Service Provider shall be subject to 2 C.F.R. § 200.321 and will takeaffirmative steps to assure that minority firms, women’s businessenterprises, and labor surplus area firms are used when possible and willnot 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'sbusiness enterprises on solicitation lists;ii. Assuring that small and minority businesses, and women's businessenterprises are solicited whenever they are potential sources;iii. Dividing total requirements, when economically feasible, into smallertasks or quantities to permit maximum participation by small andminority business, and women's business enterprises;iv. Establishing delivery schedules, where the requirement permits,which encourage participation by small and minority business, andwomen's business enterprises; andv. Using the services/assistance of the Small Business Administration(SBA), and the Minority Business Development Agency (MBDA) ofthe Department of Commerce.Service Provider shall submit evidence of compliance with the foregoing affirmative steps when requested by the Agency. Notwithstanding the foregoing, the affirmative steps requirements detailed above do not apply in the case of a noncompetitive procurement made under the emergency exception/exigency exception to competitive procurements.

City of Goleta Public Works Agreement with Mark Crane’s Tree & Arborist Services Page 16 of 27

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 Service Provider. 3. ACCESS TO RECORDS & RECORD RETENTION (2 C.F.R. 200.336) A. Service Provider 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 Service Provider personnel for the purpose of interview and discussion related to the books and records. B. The Service Provider 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 Service Provider 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

City of Goleta Public Works Agreement with Mark Crane’s Tree & Arborist Services Page 17 of 27 manner by which it will be effected and the basis for settlement, then the following termination clauses shall apply. If the contract is for more than the 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 Service Provider, terminate this contract for convenience, in whole or in part, at any time by giving written notice to Service Provider 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 and adequately provided through the effective date of termination. No amount shall be paid for unperformed work or materials not provided, including anticipated profit. Service Provider shall provide documentation deemed adequate by the Agency to show the work actually completed or materials provided by Service Provider 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 Service Provider fails to perform pursuant to the terms of this contract, the Agency shall provide written notice to Service Provider specifying the default (“Notice of Default”). If Service Provider 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 Service Provider fails to cure a default as set forth above, the Agency may, by written notice to Service Provider , terminate this contract for cause, in whole or in part, and specifying the effective date thereof (“Notice of Termination for Cause”). If the termination is for cause, Service Provider 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 Service Provider’s deficiencies and charge the cost thereof to Service Provider, who

City of Goleta Public Works Agreement with Mark Crane’s Tree & Arborist Services Page 18 of 27 shall be liable for the full cost of the Agency's corrective action, including reasonable overhead, profit and attorneys' fees. iii. Reimbursement; Damages. The Agency shall be entitled to reimbursement for any compensation paid in excess of work rendered or materials provided and shall be entitled to withhold compensation for defective work or other damages caused by Service Provider performance of the work. iv. Additional Termination Provisions. Upon receipt of a Notice of Termination, either for cause or for convenience, Service Provider shall promptly discontinue the work unless the Notice directs to the contrary. Service Provider shall deliver to the Agency and transfer title (if necessary) to all provided materials and completed work, and work in progress including drafts, documents, plans, forms, maps, products, graphics, computer programs and reports. The rights and remedies of the parties provided in this Section are in addition to any other rights and remedies provided by law or under this contract. Service Provider acknowledges the Agency’s right to terminate this contract with or without cause as provided in this Section, and hereby waives any and all claims for damages that might arise from the Agency’s termination of this contract. The Agency shall not be liable for any costs other than the charges or portions thereof which are specified herein. Service Provider shall not be entitled to payment for unperformed work or materials not provided and shall not be entitled to damages or compensation for termination of work or supply of materials. If Agency terminates this contract for cause, and it is later determined that the termination for cause was wrongful, the termination shall automatically be converted to and treated as a termination for convenience. In such event, Service Provider shall be entitled to receive only the amounts payable under this Section, and Service Provider specifically waives any claim for any other amounts or damages, including, but not limited to, any claim for consequential damages or lost profits. The rights and remedies of the Agency provided in this Section shall not be exclusive and are in addition to any other rights and remedies provided by law, equity or under this contract including, but not limited to, the right to specific performance.

City of Goleta Public Works Agreement with Mark Crane’s Tree & Arborist Services Page 19 of 27 B. Appendix II to Part 200 (C) – Equal Employment Opportunity: Except as otherwise provided under 41 C.F.R. Part 60, Service Provider 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: i. Service Provider will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. Service Provider 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. Service Provider 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. Service Provider will, in all solicitations or advertisements for employees placed by or on behalf of Service Provider , state that all qualified applicants will receive consideration for employment without regard to their race, color, religion, sex, or national origin. iii. Service Provider will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with Service Provider‘s legal duty to furnish information.

City of Goleta Public Works Agreement with Mark Crane’s Tree & Arborist Services Page 20 of 27 iv. Service Provider will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments under Section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. v. Service Provider will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. vi. Service Provider 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 Service Provider’s noncompliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be cancelled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order No.11246 of Sept. 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order No.11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. viii. Service Provider 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 Service Provider. Service Provider will take such action 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,

City of Goleta Public Works Agreement with Mark Crane’s Tree & Arborist Services Page 21 of 27 however, that in the event Service Provider becomes involved in, or is threatened with, litigation with a subcontractor or Service Provider as a result of such direction, Service Provider may request the United States to enter into such litigation to protect the interests of the United States. C. Appendix II to Part 200 (D) – Davis-Bacon Act; Copeland Act: Not 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, Service Provider shall comply with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. Part 5). Under 40 U.S.C. 3702, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for 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 laborers 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

City of Goleta Public Works Agreement with Mark Crane’s Tree & Arborist Services Page 22 of 27 contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (ii) of this section, in the sum of $10 for each calendar day on which such individual was required or 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 Service Provider or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (iii) of this section. v. The Service Provider 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

City of Goleta Public Works Agreement with Mark Crane’s Tree & Arborist Services Page 23 of 27 with the requirements of 37 C.F.R. Part 401 (Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under 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 experimental, developmental, or research work funded in whole or in part by the Federal government. This term also includes any assignment, substitution of parties, or subcontract of any type entered into for the performance of experimental, developmental, or research work under a funding agreement as defined in the first sentence of this paragraph. iii. This requirement does not apply to the Public Assistance, Hazard Mitigation Grant Program, Fire Management Assistance Grant Program, Crisis Counseling Assistance and Training Grant Program, Disaster Case Management Grant Program, and Federal Assistance to Individuals and Households – Other Needs Assistance Grant Program, as FEMA awards under these programs do not meet the definition of “funding agreement.” F. Appendix II to Part 200 (G) – Clean Air Act and Federal Water Pollution Control Act: If this contract is in excess of $150,000, Service Provider 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) Service Provider 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) Service Provider 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) Service Provider agrees to include these requirements in each subcontract exceeding $150,000.

City of Goleta Public Works Agreement with Mark Crane’s Tree & Arborist Services Page 24 of 27 ii. Pursuant to the Federal Water Pollution Control Act, (1) Service Provider 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) Service Provider 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) Service Provider agrees to include these requirements in each subcontract exceeding $150,000. 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 purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such Service Provider is required to verify that none of the Service Provider, 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. Service Provider 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 Service Provider 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. Service Provider warrants that it is not debarred, suspended, or otherwise excluded from or ineligible for participation in any federal

City of Goleta Public Works Agreement with Mark Crane’s Tree & Arborist Services Page 25 of 27 programs. Service Provider 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. Service Provider further agrees to notify the Agency in writing immediately if Service Provider 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, Service Provider 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, Service Provider shall file with the Agency the Federal Standard Form LLL titled “Disclosure Form to Report Lobbying.” Service Providers that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient. I. Appendix II to Part 200 (J) – Procurement of Recovered Materials: i. Service Provider shall comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement. ii. In the performance of this contract, the Service Provider shall make maximum use of products containing recovered materials that are

City of Goleta Public Works Agreement with Mark Crane’s Tree & Arborist Services Page 26 of 27 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, along with the list of EPA-designate items, is available at EPA’s Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program. 5. MISCELLANEOUS PROVISIONS A. The Service Provider 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 Service Provider will comply with all applicable federal law, regulations, executive orders, FEMA policies, procedures, and directives. C. Service Provider acknowledges that 31 U.S.C. Chapter 38 (Administrative Remedies for False Claims and Statements) applies to the Service Provider’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, Service Provider, 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 borne by the Service Provider , the Service Provider’s investment, the amount of subcontracting, the quality of its record of past performance, and

City of Goleta Public Works Agreement with Mark Crane’s Tree & Arborist Services Page 27 of 27 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 Service Provider exceeds at its own risk.

ATTACHMENT 3

Retroactive Amendment No. 2 to Agreement 2023-032 with Mark Crane City of Goleta
Amendment No. 2 to Agreement No. 2023-032

AMENDMENT NO. 2

TO A GENERAL SERVICES AGREEMENT

BETWEEN THE CITY OF GOLETA
AND
MARK CRANE’S TREE AND ARBORIST SERVICES

This Amendment No. 2 to the General Services Agreement by and between the City of Goleta , a municipal corporation ( “City”) and Mark Crane’s Tree and Arborist Services (“Consultant”) dated March 7th, 2023 (“Agreement,” Agreement No. 2023-032) is made on this _____ day of ___________ 2024.

SECTION A. RECITALS

1. This Agreement is for environmental, permitting, and arborist services related to projects for emergency repair to public property, trees, parks, and other infrastructure caused by severe storms in March 2023; and

2. This Agreement has been amended to provide for additional compensation in the amount of $250,000 for continued tasks, for a not-to-exceed amount of $300,000 and to identify new staff hourly rates (Amendment No. 1); and

3. The Agreement currently provides in Section 3 Subsection (a) for the total compensation amount not to exceed $300,000; and

4. The parties desire to amend the Agreement so as to provide for additional compensation in the amount of $110,000 for continued emergency storm response tasks; and

5. The parties desire to retroactively amend this Agreement so that this Amendment is effective as of December 31, 2023, and the term of the Agreement extends to December 31, 2024, for continued emergency storm response tasks; and

6. Goleta Municipal Code Section 2.10.040(A)(6)(a) allows the City Manager (referenced as “Director of Emergency Services”) to “make and issue rules and regulations on matters reasonably related to the protection of life and property as affected by such emergency; provided however, such rules and regulations must be confirmed at the earliest practicable time by the City Council”; and

7. An emergency exists in the CITY due to the severe storms of 2024 which caused significant damage to roadways and CITY infrastructure. Therefore, it is necessary to the public health and safety that the City Manager immediately authorize the start of work on emerg ency mitigation measures, subject to ratification by City Council; and The City Manager authorized this retroactive agreement pursuant to Goleta Municipal Code Section 2.10.040(A)(6)(a) and 















City of Goleta
Amendment No. 2 to Agreement No. 2023-032

the City Council ratified this retroactive agreement at its next public meeting; and

8. The City Manager authorized this retr oactive agreement pursuant to Goleta Municipal Code Section 2.10.040(A)(6)(a) and the City Council ratified this agreement at its next meeting.

SECTION B. AMENDED TERMS
Now therefore City and Consultant retroactively agree that the Agreement be, and hereby is, amended as of December 31st, 2023, as follows:

1. Subsection (a) of Section 2. COMPENSATION AND PAYMENT of the Agreement is amended to add an additional authorized amount of $110,000 and to read in its entirety:
(a) Maximum and Rate . The total compensation earned by or payable to Service Provider by City for th e services under this Agreement SHALL NOT EXCEED the sum of $410,000 (herein "not-to-exceed amount"), and shall be earned on the following basis:

Hourly at the hourly rates and with reimbursement to the Service Provider for those expenses set forth in Service Provider's Schedule of Fees marked Exhibit "B-1," attached and
incorporated herein.

2. Section 6. TERM of the Agreement is amended to extend the term for an additional one year through December 31, 2024.

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
















City of Goleta
Amendment No. 2 to Agreement No. 2023-032

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 Mark Crane, President

A T T E S T :

_____________________________ ______________________________ Deborah Lopez, City Clerk Kim Crane, Vice President

APPROVED AS TO FORM:

MEGAN GARIBALDI, CITY ATTORNEY

_____________________________
Scott Shapses, Deputy City Attorney


















City of Goleta
Amendment No. 1 to Agreement No. 2023-032

EXHIBIT B-1
Labor Billed port to port from our yard at 150C David Love Place, Goleta CA 93117 (*) Weekly rental discount on equipment:

Regular Time:
$105.00 Per Hour – Groundman/Rigger
$131.25 Per Hour – Groundman/Rigger
Overtime:
$157.50 Per Hour – Groundman/Rigger
$196.87 Per Hour – Climber/Aerial lift and other large equipment Holidays and Emergency:
$210.00 Per Hour – Groundman/Rigger
$262.50 Per Hour – Climber/Aerial lift and other large equipment Equipment:

Day Rate:
299 Cat Skid Steer $735.00 (Comes with bucket)
Grapple $210.00
Forestry Mower $300.00
Stump Auger $210.00
Drill $210.00
Palfinger 50002 Grapple Crane $3,150.00
Spider 83 Foot lift $787.50
* Weekly Rate (Per Day):
299 Cat Skid Steer $588.00 (Comes with bucket)
Grapple $147.00
Forestry Mower $210.00
Stump Auger $147.00
Drill $147.00
Palfinger 50002 Grapple Crane $2,520.00
Spider 83 Foot lift $630.00
Additional Equipment:
* Weekly Rate (Per Day):

Dump Trucks $147.00
Vermeer BC 1000 Chipper $147.00
Vermeer BC 1800 Chipper $336.00
Vermeer SC60TX $420.00







 



 






  












 

 
  
 
ATTACHMENT 4

General Services Agreement with Tierra Verde

City of Goleta Public Works Department Agreement with Tierra Verde Tree Care Page 1 of 25 Project Name: Emergency and Storm Removal and Tree Trimming AN AGREEMENT FOR GENERAL SERVICES BETWEEN THE CITY OF GOLETA AND TIERRA VERDE TREE CARE THIS GENERAL SERVICES AGREEMENT (“Agreement”), made and entered into this ____ day of , 2024, by and between the CITY OF GOLETA, a municipal corporation (hereinafter referred to as "City"), and TIERRA VERDE TREE CARE, (hereinafter referred to as "Service Provider"). SECTION A. RECITALS 1. This Service Provider will be providing tree removal and tree trimming servicesin conjunction with emergency and storm response services as needed anddirected by the Parks and Open Space Manager in consultation with theconsulting city arborist and consulting biologist for emergency services causedby severe storms in February 2024; and2. Service Provider represents that it is sufficiently experienced and capable ofproviding the services agreed to herein and are sufficiently familiar with theneeds of the City; and3. Goleta Municipal Code Section 2.10.040(A)(6)(b) allows the City Manager(referenced as “Director of Emergency Services”) to “obtain vital supplies,equipment and such other properties found lacking and needed for theprotection of life and property and to bind the City for the fair value thereof”;and4. An emergency exists in the City due to the severe storms of February 2024which caused significant damage to roadways and City infrastructure.Therefore, it is necessary to the public health and safety that the City Managerimmediately authorize the start of work on emergency mitigation measures,subject to ratification by City Council; and5. The City procured these services in compliance with Goleta Municipal CodeSection 3.05.120. Goleta Municipal Code Section 3.05.120 expresslyauthorizes the City Manager to declare urgency subject to confirmation by theCity Council at its next meeting in order to authorize any purchase of up to$45,000.00 and over. By executing this Agreement, the City Manager declaresthat there are imminent public health and safety risks due to severe floodingand damage from the 2024 storms; and City of Goleta Public Works Department Agreement with Tierra Verde Tree Care Page 2 of 25

6. The City Manager approved this AGREEMENT pursuant to Goleta Municipal Code section 3.05.070. SECTION B. TERMS 1. RETENTION OF SERVICE PROVIDER City hereby retains Service Provider and Service Provider hereby accepts such engagement, to perform emergency and storm removal and tree trimming services, as needed and as requested by the City, and attached herein as Exhibit “A”. Service Provider warrants it has the qualifications, experience, and facilities to properly and timely perform said services. 2. COMPENSATION AND PAYMENT (a) Maximum and Rate. The total compensation earned by or payable to the Service Provider, by the City, for any and all services under this Agreement are estimated to be $50,000, and SHALL NOT EXCEED the sum of $$50,000 over the life of the Agreement, and shall be earned on the following basis: Hourly at the hourly rates and with reimbursement to the Service Provider for those expenses set forth in Service Provider's Schedule of Fees marked Exhibit "B," attached and incorporated herein. (b) Payment. All payments shall be made within 30 days after the Service Provider has provided the City with written verification of the actual compensation earned, which written verification shall be in a form satisfactory to the City's Project Manager. 3. CITY PROJECT MANAGER AND SERVICES BY CITY The services to be performed by the Service Provider shall be accomplished under the general direction of, and coordinate with, the City's "Project Manager", as that staff person is designated by the City from time to time, and who presently is George Thomson. 4. PROGRESS AND COMPLETION Project Manager shall assign, in writing, Service Provider with discrete small projects, which shall in no event exceed $50,000 per project. Service Provider shall commence work on the services to be performed on each project as requested and authorized by the Project Manager. For each discrete job requested by the Project Manager, Service Provider must respond to provide at least an initial assessment of the project. Service City of Goleta Public Works Department Agreement with Tierra Verde Tree Care Page 3 of 25 Provider will provide an estimate to the Project Manager and only start work upon written authorization from the Project Manager. 5. AGREEMENT PERFORMANCE Non-Exclusivity. This Agreement is non-exclusive. City reserves the right to retain, employ, Agreement with other qualified providers of services during the term of this Agreement on such occasions and in such circumstances as City shall determine are appropriate. Ability to Perform. The Service Provider warrants that it possesses, or has arranged through subcontracts, all capital and other equipment, labor, materials, and licenses necessary to carry out and complete the work hereunder in compliance with any and all federal, state, county, city, and special district laws, ordinances, and regulations. Laws to be Observed. The Service Provider shall keep itself fully informed of and shall observe and comply with all applicable state and federal laws and county and City of Goleta ordinances, regulations and adopted codes during its performance of the work. Payment of Taxes. The Agreement prices shall include full compensation for all taxes which the Service Provider is required to pay. Permits and Licenses. The Service Provider shall procure all permits and licenses, pay all charges and fees, and give all notices necessary. Prevailing Wage. The Service Provider is obligated to pay prevailing wages under the California Labor Code. Service Provider agrees to indemnify, defend and hold City harmless from any claim that prevailing wages should have been paid, and shall be liable for the payment of the same and any penalties thereon. It is the responsibility of the Service Provider to be familiar with the California Labor Code, and failure or neglect of the Service Provider to understand the California Labor Code shall in no way relieve him from any obligations. Safety Provisions. The Service Provider shall conform to the rules and regulations pertaining to safety established by OSHA and the California Division of Industrial Safety. Preservation of City Property. The Service Provider shall provide and install suitable safeguards, approved by City, to protect City property from injury or damage. If City property is injured or damaged as a result of the Service Provider's operations, it shall be replaced or restored at the Service Provider's expense. The facilities shall be replaced or restored to a condition as good as when the Service Provider began work.

City of Goleta Public Works Department Agreement with Tierra Verde Tree Care Page 4 of 25 Immigration Act of 1986. The Service Provider warrants on behalf of itself and all subcontractor Providers engaged for the performance of this work that only persons authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be employed in the performance of the work hereunder. Service Provider Non-Discrimination. The Service Provider shall not discriminate based on race, color, gender, gender identity/expression, pregnancy, sexual orientation, disability, marital status, or any other characteristic protected under applicable federal or state law. Work Delays. Should the Service Provider be obstructed or delayed in the work required to be done hereunder by changes in the work or by any default, act, or omission of City, or by strikes, fire, earthquake, or any other Act of God, or by the inability to obtain materials, equipment, or labor due to federal government restrictions arising out of defense or war programs, then the time of completion may, at City's sole option, be extended for such periods as may be agreed upon by City and the Service Provider. In the event that there is insufficient time to grant such extensions prior to the completion date of the Agreement, City may, at the time of acceptance of the work, waive liquidated damages which may have accrued for failure to complete on time, due to any of the above, after hearing evidence as to the reasons for such delay, and making a finding as to the causes of same. Inspection. The Service Provider shall furnish City with every reasonable opportunity for City to ascertain that the services of the Service Provider are being performed in accordance with the requirements and intentions of this Agreement. All work done and all materials furnished, if any, shall be subject to City's inspection and approval. The inspection of such work shall not relieve Service Provider of any of its obligations to fulfill its Agreement requirements. Audit. City shall have the option of inspecting and/or auditing all records and other written materials used by Service Provider in preparing its invoices to City as a condition precedent to any payment to Service Provider. Interests of Service Provider. The Service Provider covenants that it presently has no interest, and shall not acquire any interest, direct or indirect or otherwise, which would conflict in any manner or degree with the performance of the work hereunder. The Service Provider further covenants that, in the performance of this work, no subcontractor or person having such an interest shall be employed. The Service Provider certifies that no one who has or will have any financial interest in performing this work is an officer or employee of City. It is hereby expressly agreed that, in the performance of the work hereunder, the Service Provider shall at all times be deemed an independent Service Provider and not an agent or employee of City.

City of Goleta Public Works Department Agreement with Tierra Verde Tree Care Page 5 of 25

6. TERM This Agreement shall expire on June 30, 2025. 7. OWNERSHIP OF DOCUMENTS All drawings, designs, data, photographs, reports and other documentation (other than Service Provider's drafts, notes and internal memorandum), including duplication of same prepared by Service Provider in the performance of these services, shall become the property of the City upon termination of the consulting services pursuant to this Agreement and upon payment in full of all compensation then due Service Provider. If requested by the City, all, or the designated portions of such, shall be delivered to the City. The City agrees to hold the Service Provider 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 the Service Provider is first obtained. 8. PERSONAL SERVICES/NO ASSIGNMENT/SUBSERVICE PROVIDER This Agreement is for general services which are personal to City. Terry Peterson, is deemed to be specially experienced and is a key lead for services provided, and shall be directly involved in performing, supervising or assisting 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. Service Provider must ensure that subcontractors adhere to all applicable provisions of this Agreement relating to providing services to City. This Agreement is not assignable by Service Provider without City’s prior consent in writing. 9. HOLD HARMLESS AND INDEMNITY (a) Hold Harmless for Service Provider's Damages. The Service Provider holds the City, its elected officials, officers and employees, harmless from all of Service Provider's claims, demands, lawsuits, judgments, damages, losses, injuries or liability to the Service Provider, to the Service Provider's employees, to Service Provider’s subconsultants or subcontractors, or to the owners of the Service Provider's firm, which damages, losses, injuries or liability occur during the work or services required under this Agreement, or occur while Service Provider is in a City building or on City property, or which are connected, directly or indirectly, with the Service Provider's performance of any activity or work required under this Agreement.

City of Goleta Public Works Department Agreement with Tierra Verde Tree Care Page 6 of 25 (b) Defense and Indemnity of Third-Party Claims/Liability. Service Provider shall investigate, defend, and indemnify the City, its elected officials, officers and employees, from any claims, lawsuits, demands, judgments and all liability including, but not limited to, monetary or property damage, lost profit, personal injury, wrongful death, general liability, automobile, infringement of copyright/patent/trademark, professional errors and omissions arising out of, directly or indirectly, an error, a negligent act or negligent omission of the Service Provider or of Service Provider’s subconsultants or subcontractors, or the willful misconduct of the Service Provider or Service Provider’s subconsultants/subcontractors, in performing the services described in, or normally associated with, this type of contracted work. The duty to defend shall include any suits or actions in law or equity concerning any activity, product or work required under this Agreement, and also include the payment of all court costs, attorney fees, expert witness costs, investigation costs, claims adjusting costs and any other costs required for and related to such litigation. (c) Nonwaiver. The City does not waive, nor shall be deemed to have waived, any indemnity, defense or hold harmless rights under this section because of the acceptance by the City, or the deposit with the City, of any insurance certificates or policies described in section 10. 10. INSURANCE Service Provider shall, at Service Provider’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 in the 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.

City of Goleta Public Works Department Agreement with Tierra Verde Tree Care Page 7 of 25 Liability insurance policies required to be provided by Service Provider hereunder shall contain or be endorsed to contain the following provisions: a) Except for professional liability insurance, City, its employees, officials, agents and member agencies shall be covered as additional insureds. Coverage shall apply to any and all liability arising out of the work performed or related to the Agreement. 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) Except for professional liability insurance, liability coverage shall be primary and non-contributing with any insurance maintained by City. d) 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. e) No liability insurance coverage provided to comply with this Agreement shall prohibit Service Provider, or Service Provider’s employees, or agents, from waiving the right of recovery prior to a loss. Service Provider waives its right of recovery against City. f) Service Provider agrees to deposit with City within fifteen days of Notice to Proceed of the Agreement certificates of insurance and required endorsements. g) There shall be no recourse against City for payment of premiums or other amounts with respect to the insurance required to be provided by Service Provider 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 City of Goleta Public Works Department Agreement with Tierra Verde Tree Care Page 8 of 25 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 Service Provider or City will withhold amounts sufficient to pay premium from Service Provider payments. h) Service Provider agrees to provide immediate notice to City of any claim or loss against Service Provider 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. RELATION OF THE PARTIES The relationship of the parties to this Agreement shall be that of independent contractor and that in no event shall Service Provider be considered an officer, agent, servant or employee of City. The Service Provider shall be solely responsible for any workers compensation insurance, withholding taxes, unemployment insurance, and any other employer obligations associated with the described work. 12. TERMINATION BY CITY The City, by notifying Service Provider in writing, may upon five (5) calendar days notice, terminate any portion or all of the services agreed to be performed under this Agreement. In the event of such termination, Service Provider 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 Service Provider within 30 days following submission of a final statement by Service Provider. 13. CORRECTIONS The Service Provider shall correct, at its expense, all errors in the work which may be disclosed during the City's review of the Service Provider's work. Should Service Provider fail to make such correction in a reasonably timely manner, such correction shall be made by the City, and the cost thereof shall be charged to Service Provider. 14. ACCEPTANCE OF FINAL PAYMENT CONSTITUTES RELEASE The acceptance by Service Provider of the final payment made under this Agreement shall operate as and be a release of the City from all claims and liabilities for compensation to Service Provider for anything done, furnished or relating to Service City of Goleta Public Works Department Agreement with Tierra Verde Tree Care Page 9 of 25 Provider'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 five (5) calendar days of the receipt of that check, which ever occurs first. However, any approval or payment by the City shall not constitute, nor be deemed, a release of the responsibility and liability of Service Provider, its employees, subcontractors, agents and Service Providers 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 the City for any defect or error in the work prepared by Service Provider, its employees, subcontractor, agents and Service Providers. 15. WAIVER; REMEDIES CUMULATIVE Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by the other party, irrespective of the length of time for which such failure continues, shall not constitute a waiver of such party's right to demand strict compliance by such other party in the future. No waiver by a party of a default or breach of the other party shall be effective or binding upon such party unless made in writing by such party, and no such waiver shall be implied from any omissions by a party to take any action with respect to such default or breach. No express written waiver of a specified default or breach shall affect any other default or breach, or cover any other period of time, other than any default or breach and/or period of time specified. 16. CONFLICT OF INTEREST Service Provider is unaware of any City employee or official that has a financial interest in Service Provider's business. During the term of this Agreement and/or as a result of being awarded this Agreement, the Service Provider shall not offer, encourage or accept any financial interest in Service Provider's business by any City employee or official. If a portion of Service Provider's services called for under this Agreement shall ultimately be paid for by reimbursement from and through an Agreement with a developer of any land within the City or with a City franchisee, the Service Provider warrants that it has not performed any work for such developer/franchisee within the last 12 months, and shall not negotiate, offer or accept any Agreement or request to perform services for that identified developer/franchisee during the term of this Agreement. 17. 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 and, should litigation occur, venue shall be in the Superior Court of Santa Barbara. 18. CAPTIONS City of Goleta Public Works Department Agreement with Tierra Verde Tree Care Page 10 of 25 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. 19. ENTIRE AGREEMENT BETWEEN PARTIES Except for Service Provider’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. 20. NOTICES Any notice required to be given hereunder shall be deemed to have been given by depositing said notice in the United States mail, postage prepaid, and addressed as follows: TO CITY: Robert Nisbet, City Manager City of Goleta 130 Cremona Drive, Suite B Goleta, CA 93117 TO SERVICE PROVIDER: Attention: Terry Peterson Tierra Verde Tree Care PO Box 61345 Santa Barbara, Ca 93160 21. 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. 22. FEDERAL REQUIREMENTS FEMA financial assistance will be used to fund all or a portion of this contract. The Service Provider 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 City of Goleta Public Works Department Agreement with Tierra Verde Tree Care Page 11 of 25 by reference. 2. Federal Contract Provisions attached hereto as Exhibit “C” and incorporated herein by reference. Subcontracts, if any, shall contain a provision making them subject to all of the provisions stipulated in the contract, including but not limited to, 2 C.F.R. Part 200 and the Federal Contract Provisions. With respect to any conflict between such federal requirements and the terms of this contract and/or the provisions of state law and except as otherwise required under federal law or regulation, the more stringent requirement shall control. In concurrence and witness whereof, this Agreement has been executed by the parties effective on the date and year first above written. CITY OF GOLETA SERVICE PROVIDER _____________________________ ________________________________ Robert Nisbet, City Manager Terry Peterson, Owner ATTEST: ____________________________ _______________________________ Deborah Lopez, City Clerk Travis Shaw, Manager APPROVED AS TO FORM: MEGAN GARIBALDI, CITY ATTORNEY ____________________________ Scott Shapses, Deputy City Attorney

City of Goleta Public Works Department Agreement with Tierra Verde Tree Care Page 12 of 25 EXHIBIT A SCOPE OF WORK Service provider shall provide emergency tree removal and tree trimming services in conjunction with the emergency and storm response services as needed and as directed by the Parks and Open Space Manager in consultation with the consulting city arborist and consulting biologist for emergency services. The scope of work includes but is not limited to: • Emergency Tree Trimming • Emergency Tree Removal • Haul and disposal of any large wood • Chip and Broadcast, Onsite, any remaining wood associated with tree trimming under this Scope of Work City of Goleta Public Works Department Agreement with Tierra Verde Tree Care Page 13 of 25 EXHIBIT B SCHEDULE OF FEES A. Labor (Classification) Groundman Regular $95/per hour Overtime $142.50/per hour Emergency/Holiday $190/per hour B. Labor (Classification) Tree Trimmer Regular $100/per hour Overtime $150/per hour Emergency/Holiday $200/per hour C. Labor (Classification) Landscaper Regular $55/per hour Overtime $82.50/per hours Emergency/Holiday $110/per hour Normal Operational Hours are: Monday through Friday, 7 am until 4 pm Emergency Services are available 24/7 *There is a $275 minimum service charge for after-hours or emergency response Note: Rate billed at General Prevailing Wage Determination SC-102-X-20-2022-2 and General Prevailing Wage Determination Increase SC-102-X-20-Pre per the CA State DIR.

City of Goleta Public Works Department Agreement with Tierra Verde Tree Care Page 14 of 25 EXHIBIT C FEDERAL CONTRACT PROVISIONS During the performance of this contract, Tierra Verde Tree Care (the “Service Providor”) 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 Service Providor. 1. CONTRACTING WITH SMALL AND MINORITY FIRMS, WOMEN’S BUSINESS ENTERPRISE AND LABOR SURPLUS AREA FIRMS (2 C.F.R. § 200.321) A. Service Provider 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 minority 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. Service Provider shall submit evidence of compliance with the foregoing affirmative steps when requested by the Agency. Notwithstanding the foregoing, the affirmative steps requirements detailed above do not apply in the case of a noncompetitive procurement made under the emergency exception/exigency exception to competitive procurements. 2. COST PRINCIPLES (2 C.F.R. PART 200, SUBPART E) A. If any indirect costs will be charged to the Agency under this contract, such costs must conform to the cost principles set forth under the Uniform Rules City of Goleta Public Works Department Agreement with Tierra Verde Tree Care Page 15 of 25 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 Service Provider. 3. ACCESS TO RECORDS & RECORD RETENTION (2 C.F.R. 200.336) A. Service Provider 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 Service Provider personnel for the purpose of interview and discussion related to the books and records. B. The Service Provider 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 Service Provider 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 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 City of Goleta Public Works Department Agreement with Tierra Verde Tree Care Page 16 of 25 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 Service Provider, terminate this contract for convenience, in whole or in part, at any time by giving written notice to Service Provider 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 and adequately provided through the effective date of termination. No amount shall be paid for unperformed work or materials not provided, including anticipated profit. Service Provider shall provide documentation deemed adequate by the Agency to show the work actually completed or materials provided by Service Provider 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 Service Provider fails to perform pursuant to the terms of this contract, the Agency shall provide written notice to Service Provider specifying the default (“Notice of Default”). If Service Provider 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 Service Provider fails to cure a default as set forth above, the Agency may, by written notice to Service Provider , terminate this contract for cause, in whole or in part, and specifying the effective date thereof (“Notice of Termination for Cause”). If the termination is for cause, Service Provider 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 Service Provider’s deficiencies and charge the cost thereof to Service Provider, who shall be liable for the full cost of the Agency's corrective action, including reasonable overhead, profit and attorneys' fees. iii. Reimbursement; Damages. The Agency shall be entitled to reimbursement for any compensation paid in excess of work rendered or materials provided and shall be entitled to withhold compensation for defective work or other damages caused by Service Provider performance of the work.

City of Goleta Public Works Department Agreement with Tierra Verde Tree Care Page 17 of 25 iv. Additional Termination Provisions. Upon receipt of a Notice of Termination, either for cause or for convenience, Service Provider shall promptly discontinue the work unless the Notice directs to the contrary. Service Provider shall deliver to the Agency and transfer title (if necessary) to all provided materials and completed work, and work in progress including drafts, documents, plans, forms, maps, products, graphics, computer programs and reports. The rights and remedies of the parties provided in this Section are in addition to any other rights and remedies provided by law or under this contract. Service Provider acknowledges the Agency’s right to terminate this contract with or without cause as provided in this Section, and hereby waives any and all claims for damages that might arise from the Agency’s termination of this contract. The Agency shall not be liable for any costs other than the charges or portions thereof which are specified herein. Service Provider shall not be entitled to payment for unperformed work or materials not provided and shall not be entitled to damages or compensation for termination of work or supply of materials. If Agency terminates this contract for cause, and it is later determined that the termination for cause was wrongful, the termination shall automatically be converted to and treated as a termination for convenience. In such event, Service Provider shall be entitled to receive only the amounts payable under this Section, and Service Provider specifically waives any claim for any other amounts or damages, including, but not limited to, any claim for consequential damages or lost profits. The rights and remedies of the Agency provided in this Section shall not be exclusive and are in addition to any other rights and remedies provided by law, equity or under this contract including, but not limited to, the right to specific performance. B. Appendix II to Part 200 (C) – Equal Employment Opportunity: Except as otherwise provided under 41 C.F.R. Part 60, Service Provider 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: i. Service Provider will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. Service Provider 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 City of Goleta Public Works Department Agreement with Tierra Verde Tree Care Page 18 of 25 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. Service Provider 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. Service Provider will, in all solicitations or advertisements for employees placed by or on behalf of Service Provider , state that all qualified applicants will receive consideration for employment without regard to their race, color, religion, sex, or national origin. iii. Service Provider will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with Service Provider‘s legal duty to furnish information. iv. Service Provider will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments under Section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. v. Service Provider will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.

City of Goleta Public Works Department Agreement with Tierra Verde Tree Care Page 19 of 25 vi. Service Provider 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 Service Provider’s noncompliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be cancelled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order No.11246 of Sept. 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order No.11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. viii. Service Provider 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 Service Provider. Service Provider will take such action 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 Service Provider becomes involved in, or is threatened with, litigation with a subcontractor or Service Provider as a result of such direction, Service Provider may request the United States to enter into such litigation to protect the interests of the United States. C. Appendix II to Part 200 (D) – Davis-Bacon Act; Copeland Act: Not 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, Service Provider 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 City of Goleta Public Works Department Agreement with Tierra Verde Tree Care Page 20 of 25 contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for 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 laborers 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 each calendar day on which 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 Service Provider or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime City of Goleta Public Works Department Agreement with Tierra Verde Tree Care Page 21 of 25 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 Service Provider 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 Under 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 experimental, developmental, or research work funded in whole or in part by the Federal government. This term also includes any assignment, substitution of parties, or subcontract of any type entered into for the performance of experimental, developmental, or research work under a funding agreement as defined in the first sentence of this paragraph. iii. This requirement does not apply to the Public Assistance, Hazard Mitigation Grant Program, Fire Management Assistance Grant Program, Crisis Counseling Assistance and Training Grant Program, Disaster Case Management Grant Program, and Federal Assistance to Individuals and Households – Other Needs Assistance Grant City of Goleta Public Works Department Agreement with Tierra Verde Tree Care Page 22 of 25 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, Service Provider 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) Service Provider 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) Service Provider 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) Service Provider agrees to include these requirements in each subcontract exceeding $150,000. ii. Pursuant to the Federal Water Pollution Control Act, (1) Service Provider 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) Service Provider 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) Service Provider agrees to include these requirements in each subcontract exceeding $150,000. 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 purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such Service Provider is required to verify that none of the Service Provider, its principals (defined at 2 C.F.R. § City of Goleta Public Works Department Agreement with Tierra Verde Tree Care Page 23 of 25 180.995), 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. Service Provider 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 Service Provider 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. Service Provider warrants that it is not debarred, suspended, or otherwise excluded from or ineligible for participation in any federal programs. Service Provider 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. Service Provider further agrees to notify the Agency in writing immediately if Service Provider 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, Service Provider 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, Service Provider shall file with the Agency the Federal Standard Form LLL titled “Disclosure Form to Report Lobbying.” Service Providers that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient. I. Appendix II to Part 200 (J) – Procurement of Recovered Materials:

City of Goleta Public Works Department Agreement with Tierra Verde Tree Care Page 24 of 25 i. Service Provider shall comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement. ii. In the performance of this contract, the Service Provider 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, along with the list of EPA-designate items, is available at EPA’s Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program. 5. MISCELLANEOUS PROVISIONS A. The Service Provider 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 Service Provider will comply with all applicable federal law, regulations, executive orders, FEMA policies, procedures, and directives. C. Service Provider acknowledges that 31 U.S.C. Chapter 38 (Administrative Remedies for False Claims and Statements) applies to the Service Provider’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, Service Provider, any City of Goleta Public Works Department Agreement with Tierra Verde Tree Care Page 25 of 25 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 borne by the Service Provider , the Service Provider’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 Service Provider exceeds at its own risk.

ATTACHMENT 5

Professional Services Agreement with Unico Engineering, Inc.

City of Goleta Public Works Department and UNICO Engineering Page 1 of 29 Project Name: 2024 Emergency Storm Repair Projects AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF GOLETA AND UNICO ENGINEERING, INC This AGREEMENT FOR PROFESSIONAL SERVICES (herein referred to as “AGREEMENT”) is made and entered into this ________ day of ______ , 2024, by and between the CITY OF GOLETA, a municipal corporation (herein referred to as "CITY"), and UNICO ENGINEERING, INC., a California Corporation (herein referred to as "CONSULTANT"). SECTION A. RECITALS 1. The CITY has a need for professional construction management and inspection services for 2024 Emergency Storm Repairs Project; and 2. The CITY does not have the personnel able and/or available to perform the services required under this AGREEMENT, and therefore, the CITY desires to contract for professional services to accomplish this work; and 3. Goleta Municipal Code Section 2.10.040(A)(6)(a) allows the City Manager (referenced as “Director of Emergency Services”) to “make and issue rules and regulations on matters reasonably related to the protection of life and property as affected by such emergency; provided however, such rules and regulations must be confirmed at the earliest practicable time by the City Council”; and 4. An emergency exists in the CITY due to the severe storms of February 2024 which caused significant damage to roadways and CITY infrastructure. Therefore, it is necessary to the public health and safety that the City Manager immediately authorize the start of work on emergency mitigation measures, subject to ratification by City Council; and 5. The City Manager authorized this agreement pursuant to Goleta Municipal Code Section 2.10.040(A)(6)(a) and the City Council ratified this agreement at its next public meeting.

City of Goleta Public Works Department and UNICO Engineering Page 2 of 29 SECTION B. TERMS 1. RETENTION AS CONSULTANT CITY hereby retains CONSULTANT, and CONSULTANT hereby accepts such engagement, to perform the services described in Section 2. CONSULTANT warrants it has the qualifications, experience, and facilities to properly and timely perform said services. 2. DESCRIPTION OF SERVICES The services to be performed by CONSULTANT are as follows: Professional construction management and inspection services in conjunction with 2024 Emergency Storm Repair projects. Services shall generally include construction management and inspection as more particularly set forth in the Scope of Work, attached as Exhibit “A,” and incorporated herein. CONSULTANT shall deliver to CITY the deliverables defined in Exhibit “A.” 3. COMPENSATION AND PAYMENT (a) Maximum and Rate. The total compensation payable to CONSULTANT by CITY for the services under this AGREEMENT SHALL NOT EXCEED the sum of $1,000,000 (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 June 30, 2025, after which any change in said rates and expenses must be approved in writing by CITY's Project Manager as described in Section 5 (CITY is to be given 60 days notice of any rate increase request), provided the not to exceed amount is the total compensation due CONSULTANT for all work described under this AGREEMENT. (b) Payment. CONSULTANT shall provide CITY with written verification of the actual compensation earned, which written verification shall be in a form satisfactory to CITY's Project Manager, as described in Section 5. Invoices shall be made no more frequently than on a monthly basis, and describe the work performed (including a list of hours worked by personnel classification). All payments shall be made within 30 days after CITY’s approval of the invoice.

City of Goleta Public Works Department and UNICO Engineering Page 3 of 29

4. EXTRA SERVICES CITY shall pay CONSULTANT for those CITY authorized extra services, not reasonably included within the services described in Section 2, as mutually agreed to writing in advance of the incurrence of extra services by CONSULTANT. Unless CITY and CONSULTANT have agreed in writing before the performance of extra services, no liability and no right to claim compensation for such extra services or expenses shall exist. The applicable hourly rates for extra services shall be at the hourly rates set forth in Exhibit B, if one is included as part of this agreement. Any compensation for extra services shall be part of the total compensation and shall not increase the not to exceed amount identified in Section 3. 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 Daniel Virgen Jr, Assistant Engineer. Project Manager shall have the authority to act on behalf of the CITY in administering this AGREEMENT but shall not be authorized to extend the term of the AGREEMENT or increase the not to exceed amount. 6. TERM, PROGRESS AND COMPLETION The term of this AGREEMENT is from the date first written above to June 30, 2025, unless term of this AGREEMENT is extended, or the AGREEMENT is terminated as provided for herein. CONSULTANT shall not commence work on the services to be performed until (i) CONSULTANT furnishes proof of insurance as required by Section 10 below, and (ii) CITY gives written authorization to proceed with the work provided by CITY's Project Manager. 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.

City of Goleta Public Works Department and UNICO Engineering Page 4 of 29

8. PERSONAL SERVICES/NO ASSIGNMENT/SUBCONTRACTOR This AGREEMENT is for professional services which are personal to CITY. Craig Schellenger is deemed to be specially experienced and is a key member of CONSULTANT's firm, and shall be directly involved in the performance of this work. This key person shall communicate with, and periodically report to, CITY on the progress of the work. Should any such individual be removed from assisting in this contracted work for any reason, CITY may terminate this AGREEMENT. This AGREEMENT may not be assigned or subcontracted without the City Manager’s prior written consent. 9. HOLD HARMLESS AND INDEMNITY (a) Hold Harmless for CONSULTANT's Damages. CONSULTANT holds CITY, its elected officials, officers, agents, and employees, harmless from all of CONSULTANT's claims, demands, lawsuits, judgments, damages, losses, injuries or liability to CONSULTANT, to CONSULTANT's employees, to CONSULTANT’s contractors or subcontractors, or to the owners of CONSULTANT's firm, which damages, losses, injuries or liability occur during the work required under this AGREEMENT, or occur while CONSULTANT is on CITY property, or which are connected, directly or indirectly, with CONSULTANT's performance of any activity or work required under this AGREEMENT. (b) Defense and Indemnity of Third Party Claims/Liability. CONSULTANT shall investigate, defend, and indemnify CITY, its elected officials, officers, agents, and employees, from any claims, lawsuits, demands, judgments, and all liability including, but not limited to, monetary or property damage, lost profit, personal injury, wrongful death, general liability, automobile, infringement of copyright/patent/trademark, or professional errors and omissions arising out of, directly or indirectly, an error, negligence, or omission of CONSULTANT or any of CONSULTANT’s officers, agents, employees, representatives, subconsultants, or subcontractors, or the willful misconduct of CONSULTANT or any of CONSULTANT’s officers, agents, employees, representatives, subconsultants, or subcontractors, in performing the services described in, or normally associated with, this type of contracted work. The duty to defend shall include any suits or actions concerning any activity, product or work required under this AGREEMENT, and also include the payment of all court costs, attorney fees, expert witness costs, investigation costs, claims adjusting costs and any other costs required for and related thereto. (c) No Waiver. CITY does not waive, nor shall be deemed to have waived, any indemnity, defense or hold harmless rights under this section because of the acceptance by CITY, or the deposit with CITY, of any insurance certificates or policies described in Section 10.

City of Goleta Public Works Department and UNICO Engineering Page 5 of 29

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. d) Professional liability insurance that covers the services to be performed in connection with this agreement, in the minimum amount of $1,000,000 per claim. Liability insurance policies required to be provided by CONSULTANT hereunder shall contain or be endorsed to contain the following provisions: a) Except for professional liability insurance, CITY, its employees, officials, agents and member agencies shall be covered as additional insureds. Coverage shall apply to any and all liability arising out of the work performed or related to the contract. Additional insured status under the general liability requirement shall be provided on Insurance Services Office Form CG 20 10, with an edition date prior to 2004, or its equivalent. Additional insured status for completed operations shall be provided either in the additional insured form or through another endorsement such as CG 20 37, or its equivalent. b) General and automobile liability insurance shall apply separately to each insured against whom a claim is made or suit is brought, except City of Goleta Public Works Department and UNICO Engineering Page 6 of 29 with respect to the limits of the insurer’s liability. Coverage will not be limited to CITY’s vicarious liability. c) Professional liability insurance policies inception date, continuity date, or retroactive date must be before the effective date of this agreement. CONSULTANT agrees to maintain continuous coverage through a period no less than three years after completion of the services required by this agreement. d) Except for professional liability insurance, liability coverage shall be primary and non-contributing with any insurance maintained by CITY. e) Evidence of coverage (including the workers’ compensation and employer’s liability policies) shall provide that coverage shall not be suspended, voided, canceled or reduced in coverage or in limits except after 30 days’ prior written notice has been given to CITY. Such provision shall not include any limitation of liability of the insurer for failure to provide such notice. f) No liability insurance coverage provided to comply with this AGREEMENT shall prohibit CONSULTANT, or CONSULTANT’s employees, or agents, from waiving the right of recovery prior to a loss. CONSULTANT waives its right of recovery against CITY. g) CONSULTANT agrees to deposit with CITY within fifteen days of Notice to Proceed of the Contract certificates of insurance and required endorsements. h) There shall be no recourse against CITY for payment of premiums or other amounts with respect to the insurance required to be provided by CONSULTANT hereunder. Any failure, actual or alleged, on the part of CITY to monitor compliance with these requirements will not be deemed as a waiver of any rights on the part of CITY. CITY has no additional obligations by virtue of requiring the insurance set forth herein. In the event any policy of insurance required under this AGREEMENT does not comply with these requirements or is canceled and not replaced, CITY has the right but not the duty to obtain the insurance it deems necessary and any premium paid by CITY will be promptly reimbursed by CONSULTANT or CITY will withhold amounts sufficient to pay premium from CONSULTANT payments. i) CONSULTANT agrees to provide immediate notice to CITY of any claim or loss against CONSULTANT arising out of the work performed under this AGREEMENT. CITY assumes no obligation or liability by City of Goleta Public Works Department and UNICO Engineering Page 7 of 29 such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve CITY. 11. RELATIONSHIP OF CONSULTANT TO CITY The relationship of the CONSULTANT to CITY shall be that of an independent contractor and that in no event shall CONSULTANT be considered an officer, agent, servant or employee of CITY. CONSULTANT shall be solely responsible for any workers compensation insurance, withholding taxes, unemployment insurance, and any other employer obligations associated with the described work. 12. CORRECTIONS In addition to the above indemnification obligations, CONSULTANT shall correct, at its expense, all errors in the work that may be disclosed during CITY's review of CONSULTANT's report or plans. Should CONSULTANT fail to make such correction in a reasonably timely manner, such correction shall be made by CITY, and the cost thereof shall be charged to CONSULTANT or withheld from any funds due to CONSULTANT hereunder. 13. TERMINATION BY CITY CITY, by notifying CONSULTANT in writing, may upon 10 calendar days notice, terminate without cause any portion or all of the services agreed to be performed under this AGREEMENT. If termination is for cause, no notice period need be given. In the event of termination, CONSULTANT shall have the right and obligation to immediately assemble work in progress for the purpose of closing out the job. All compensation for actual work performed and charges outstanding at the time of termination shall be payable by CITY to CONSULTANT within 30 days following submission of a final statement by CONSULTANT unless termination is for cause. In such event, CONSULTANT shall be compensated only to the extent required by law. 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 City of Goleta Public Works Department and UNICO Engineering Page 8 of 29 payment be deemed to be an assumption of such responsibility or liability by CITY for any defect or error in the work prepared by CONSULTANT, its employees, subcontractors, agents and consultants. 15. AUDIT OF RECORDS At any time during normal business hours and as often as it may deem necessary, CONSULTANT shall make available to a representative of CITY for examination of all its records with respect to all matters covered by this AGREEMENT and will permit CITY to audit, examine and/or reproduce such records. CONSULTANT will retain such financial records, time sheets, work progress reports, invoices, bills and project records for at least two years after termination or final payment under this AGREEMENT. 16. WAIVER; REMEDIES CUMULATIVE Failure by a party to insist upon the strict performance of any of the provisions of this AGREEMENT by the other party, irrespective of the length of time for which such failure continues, shall not constitute a waiver of such party's right to demand strict compliance by such other party in the future. No waiver by a party of a default or breach of the other party shall be effective or binding upon such party unless made in writing by such party, and no such waiver shall be implied from any omissions by a party to take any action with respect to such default or breach. No express written waiver of a specified default or breach shall affect any other default or breach, or cover any other period of time, other than any default or breach and/or period of time specified. All of the remedies permitted or available to a party under this AGREEMENT, or at law or in equity, shall be cumulative and alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right of remedy. 17. CONFLICT OF INTEREST CONSULTANT is unaware of any CITY employee or official that has a financial interest in CONSULTANT'S business. During the term of this AGREEMENT and/or as a result of being awarded this AGREEMENT, CONSULTANT shall not offer, encourage or accept any financial interest in CONSULTANT'S business by any CITY employee or official. 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 City of Goleta Public Works Department and UNICO Engineering Page 9 of 29 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 fiscal year, this AGREEMENT shall cover only those costs incurred up to the conclusion of the current fiscal year. 24. MODIFICATION OF AGREEMENT The tasks described in this AGREEMENT and all other terms of this AGREEMENT may be modified only upon mutual written consent of CITY and CONSULTANT. 25. USE OF THE TERM “CITY” Reference to “CITY” in this AGREEMENT includes City Manager or any authorized representative acting on behalf of CITY.

City of Goleta Public Works Department and UNICO Engineering Page 10 of 29

26. PERMITS AND LICENSES CONSULTANT, at its sole expense, shall obtain and maintain during the term of this AGREEMENT, all appropriate permits, licenses, and certificates that may be required in connection with the performance of services under this AGREEMENT. 27. CAPTIONS The captions or headings in this AGREEMENT are for convenience only and in no other way define, limit or describe the scope or intent of any provision or section of the AGREEMENT. 28. AUTHORIZATION Each party has expressly authorized the execution of this AGREEMENT on its behalf and bind said party and its respective administrators, officers, directors, shareholders, divisions, subsidiaries, agents, employees, successors, assigns, principals, partners, joint venturers, insurance carriers and any others who may claim through it to this AGREEMENT. 29. ENTIRE AGREEMENT BETWEEN PARTIES Except for CONSULTANT'S proposals and submitted representations for obtaining this AGREEMENT, this AGREEMENT supersedes any other agreements, either oral or in writing, between the parties hereto with respect to the rendering of services, and contains all of the covenants and agreements between the parties with respect to said services. 30. PARTIAL INVALIDITY If any provision in this AGREEMENT is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. 31. NOTICES Any notice required to be given hereunder shall be deemed to have been given by depositing said notice in the United States mail, postage prepaid, and addressed as follows: TO CITY: Attention: Robert Nisbet, City Manager City of Goleta 130 Cremona Drive, Suite B Goleta, CA 93117 City of Goleta Public Works Department and UNICO Engineering Page 11 of 29 TO CONSULTANT: Attn: Cesar Montes de Oca, P.E., President City of Goleta 130 Cremona Drive, Suite B Goleta, CA 93117 32. COUNTERPARTS AND ELECTRONIC/FACSIMILE SIGNATURES This Agreement may be executed in several counterparts, which may be facsimile or electronic copies. Each counterpart is fully effective as an original, and together constitutes one and the same instrument. 33. FEDERAL REQUIREMENTS 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 provision making them subject to all of the provisions stipulated in the contract, including but not limited to, 2 C.F.R. Part 200 and the Federal Contract Provisions. With respect to any conflict between such federal requirements and the terms of this contract and/or the provisions of state law and except as otherwise required under federal law or regulation, the more stringent requirement shall control.

City of Goleta Public Works Department and UNICO Engineering Page 12 of 29 In concurrence and witness whereof, this AGREEMENT has been executed by the parties effective on the date and year first above written. CITY OF GOLETA CONSULTANT _____________________________ _____________________________ Robert Nisbet, City Manager Cesar Montes de Oca, P.E., President ATTEST _____________________________ _____________________________ Deborah Lopez, City Clerk Cesar Montes de Oca, P.E., President APPROVED AS TO FORM: MEGAN GARIBALDI, CITY ATTORNEY _____________________________ Scott Shapses, Deputy City Attorney

City of Goleta Public Works Department and UNICO Engineering Page 13 of 29 EXHIBIT A SCOPE OF SERVICES The scope of services includes, but is not limited to: 1. The inspection of concrete placement, reinforcing steel, falsework construction, providing lost deck dowel elevations and other construction survey tasks, aggregate placement and compaction, native soil compaction, metal railings, masonry block walls, placement and compaction of hot mix asphalt, scheduling field sampling of materials by material testing personnel; 2. Writing construction inspection daily reports; 3. Batch plant inspections for trial batching; 4. Tagging and sampling of structural steel, rebar, and other related materials; 5. Verifying the field testing of a concrete slump, soil compaction, and other related materials; 6. Verifying the field testing of welds, and bolted connections; 7. Scheduling, verifying, and organizing laboratory testing data for materials on each project; 8. Provide ongoing reporting to City staff detailing the status of construction; 9. Review all submittals to ensure compliance with the contract and provide written responses to each; 10. Provide onsite civil engineer supervision and oversight of construction activities at a minimum weekly basis or as directed; 11. Draft and review contract change order language and provide a recommended course of action to City staff; 12. Documenting all inspection and construction activities with both hard copy and digital records following the Caltrans Construction Manual Section 5-102 Organization of Project Documents indexing system as modified by City directives; 13. Measurement and payment tasks including field measuring, quantity calculation worksheets signed and checked; and 14. Taking quantity calculation worksheets and producing progress payment calculations, payment vouchers, and contingency tracking on a monthly basis following the Caltrans Construction Manual processes as modified by City directives.

City of Goleta Public Works Department and UNICO Engineering Page 14 of 29

15. The Consultant shall prepare all required calculations and reports in accordance with the contract documents, City standards, and the Caltrans Construction Manual latest edition listed in order of precedence beginning with the contract documents. COMMON TASK ORDER DELIVERABLES 1. Written correspondence to contractor project managers including responses to Requests for Information (due within 5 days of receipt of contractor request); 2. Meeting agendas and minutes (due weekly); 3. Completed submittal review and submittal responses to contractors within specified timeframes; 4. Assistant Structure Representative/Resident Engineer's Daily Diary - A written report documenting all labor, equipment names, makes and models, and hours used on each project item of work, noting materials used on the project, and noting the time of day notable actions were taken by the contractor and any issues or conversations (due daily); 5. Structure Representative/Resident Engineer's Weekly Diary - Written report of notable conversations, project issues, and progress, not duplicating the Assistant Resident Engineer's Daily Diary, with pertinent photographs (due weekly); 6. Weekly Statement of Working Days Forms (due weekly); 7. Weekly Jobsite Labor Forms (due weekly); and 8. Measurement and payment documents including quantity calculation worksheets, monthly progress pay estimates, and payment vouchers signed and checked for City review and subsequent payment, et al per Caltrans Construction Manual & City directives. 9. Utilize C-MIS (online software platform @ www.c-mis.com) to complete ARE daily diaries: documenting all labor, equipment names, makes and models and hours used on each project item of work, noting materials used on the project, noting the time of day notable actions were taken by the contractor and any issues or conversations, descriptive narratives of work (who, what, when, where, and how), relevant photos with descriptions (due daily); 10. Complete daily extra work reports (DEWRs) or Tentative Agreements (TAs) with the contractor to document and agree upon the labor hours, equipment hours, and materials used (due daily); City of Goleta Public Works Department and UNICO Engineering Page 15 of 29

11. Measurement and payment tasks including field measuring, and quantity calculation worksheets (signed and checked); and 12. Due to the design-build nature of storm repair projects, provide technical analysis, support, and engineering recommendations as needed.

City of Goleta Public Works Department and UNICO Engineering Page 16 of 29

EXHIBIT B SCHEDULE OF FEES

City of Goleta Public Works Department and UNICO Engineering Page 17 of 29 EXHIBIT C FEDERAL CONTRACT PROVISIONS During the performance of this contract, UNICO Engineering, 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 minority 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 compliance with the foregoing affirmative steps when requested by the Agency. Notwithstanding the foregoing, the affirmative steps requirements detailed above do not apply in the case of a noncompetitive procurement made City of Goleta Public Works Department and UNICO Engineering Page 18 of 29 under the emergency exception/exigency exception to competitive procurements. 2. COST PRINCIPLES (2 C.F.R. PART 200, SUBPART E) A. If any indirect costs will be charged to the Agency under this contract, such costs must conform to the cost principles set forth under the Uniform Rules at 2 C.F.R. Part 200, subpart E (“Cost Principles”). In general, costs must (i) be necessary and reasonable; (ii) allocable to the grant award; (iii) conform to any limitations or exclusions set forth in the Cost Principles; (iv) be adequately documented; and (v) be determined in accordance with generally accepted accounting principles (“GAAP”), except, for state and local governments and Indian tribes only, as otherwise 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) City of Goleta Public Works Department and UNICO Engineering Page 19 of 29 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 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 written 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 and 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 actually 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 Cause”). If the termination is for cause, Consultant shall be compensated for that portion of the work or materials City of Goleta Public Works Department and UNICO Engineering Page 20 of 29 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. 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 title (if necessary) to all provided materials and completed work, and work in progress including drafts, documents, plans, forms, maps, products, graphics, computer programs and reports. The rights and remedies of the parties provided in this Section are in addition to any other rights and remedies provided by law or under this contract. 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 that might arise from the Agency’s termination of this contract. The Agency shall not be liable for any costs other than the charges or portions thereof which are specified herein. 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 shall 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 City of Goleta Public Works Department and UNICO Engineering Page 21 of 29 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 under 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: i. Consultant will not discriminate 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 City of Goleta Public Works Department and UNICO Engineering Page 22 of 29 employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with 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' representative 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 conspicuous places available to employees and applicants for employment. v. Consultant will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. vi. 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 in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order No.11246 of Sept. 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order No.11246 of September 24, City of Goleta Public Works Department and UNICO Engineering Page 23 of 29 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 action 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 threatened 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. 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. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.

City of Goleta Public Works Department and UNICO Engineering Page 24 of 29 ii. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any 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 each calendar day on which 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 Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (iii) of this section. v. The Consultant or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (ii) through City of Goleta Public Works Department and UNICO Engineering Page 25 of 29 (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 Under 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 experimental, developmental, or research work funded in whole or in part by the Federal government. This term also includes any assignment, substitution of parties, or subcontract of any type entered into for the performance of experimental, developmental, or research work under a funding agreement as defined in the first sentence of this paragraph. iii. This requirement does not apply to the Public Assistance, Hazard Mitigation Grant Program, Fire Management Assistance Grant Program, Crisis Counseling Assistance and Training Grant Program, Disaster Case Management Grant Program, and Federal Assistance to Individuals and Households – Other Needs Assistance Grant Program, as FEMA awards under these programs do not meet the definition of “funding agreement.” City of Goleta Public Works Department and UNICO Engineering Page 26 of 29 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 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. 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.

City of Goleta Public Works Department and UNICO Engineering Page 27 of 29 i. This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such 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 “Disclosure Form to Report Lobbying.” Consultants that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 City of Goleta Public Works Department and UNICO Engineering Page 28 of 29 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 amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement. ii. In the performance of this contract, the 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, along with the list of EPA-designate items, is available at EPA’s Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program. 5. MISCELLANEOUS PROVISIONS 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 City of Goleta Public Works Department and UNICO Engineering Page 29 of 29 applicable federal law, regulations, executive orders, FEMA policies, procedures, and directives. C. Consultant acknowledges 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 borne 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.

ATTACHMENT 6

Agreement 2023-086 with RRM Design Group, Inc.

City of Goleta
Department of Public Works and RRM Design Group

Project Name: Elwood Mesa Trail Erosion Repair (23STRM-04)

AGREEMENT FOR PROFESSIONAL DESIGN SERVICES

BETWEEN THE CITY OF GOLETA
AND

RRM DESIGN GROUP

This AGREEMENT FOR PROFESSION AL DESIGN SERVICES (herein referred to as “AGREEMENT”) is made and entered into this ________ day of ______, 20____, by and between the CITY OF GOLETA, a municipal corporation (herein referred to as "CITY"), and RRM Design Group, a California Corporation (herein referred to as "CONSULTANT").

SECTION A. RECITALS

1. The CITY has a need for professional design services for the Elwood Mesa Trail Erosion Repair Project (23STRM-04); and

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

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

4. The City Manager approved this AGREEMENT pursuant to Goleta Municipal Code section 3.05.070.

SECTION B. TERMS

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

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

Professional Design Services in conjunction with Elwood Mesa Trail Erosion Repair Project Services shall generally include a topographic survey, development of trail site improvement plans, 







 















 







City of Goleta
Department of Public Works and RRM Design Group

project coordination and meetings, and planting plan, as more particularly set forth in the Scope of Work, attached as Exhibit “A,” and incorporated herein.

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

3. COMPENSATION AND PAYMENT
(a) Maximum and Rate . The total compensation payable to CONSULTANT by CITY for the services under this AGREEMENT SHALL NOT EXCEED the sum of $36,000 (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, 2024 after which any change in said rates and expenses must be approved in writing by CITY's Project Manager as described in Sect ion 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 earne d, which written verification shall be in a form satisfactory to CITY's Project Manager, as described in Section 5.

Invoices shall be made no more frequently than on a monthly basis, and describe the work performed (including a list of hours worked by personnel classification).

All payments shall be made within 30 days after CITY’s approval of the invoice.

4. EXTRA SERVICES
CITY shall pay CONSULTANT for those CITY authorized extra services, not reasonably included within the services described in Section 2, as mutually agreed to writing in advance of the incurrence of extra services by CONSULTANT.

Unless CITY and CONSULTANT have agreed in writing before the performance of extra services, no liability and no right to claim compensation for such extra services or expenses shall exist. The applicable hourly rates for extra services shall be at the hourly rates set forth in Exhib it B, if one is included as part of this agreement. Any compensation for extra services shall be part of the total compensation and shall not increase the not to exceed amount identified in Section

3. 







 















 
City of Goleta
Department of Public Works and RRM Design Group

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 Michael Winnewisser. Project Manager shall have the authority to act on behalf of the CITY in administering this AGREEMENT but shall not be authorized to extend the term of the AGREEMENT or increase the not to exceed amount.

6. TERM, PROGRESS AND COMPLETION
The term of this AGREEMENT is from the date first written above to  December 31, 2024, unless term of this AGREEMENT is extended, or the AGREEMENT is terminated as provided for herein.

CONSULTANT shall not commence work on the services to be performed until (i) CONSULTANT furnishes proof of insurance as required by Section 10 below, and (ii) CITY gives written authorization to proceed with the work provided by CITY's Project Manager. All servi ces shall be completed according to the schedule for delivery of services attached as Exhibit “C” and incorporated 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 services which are personal to CITY.

Alan Lewis is deemed to be specially experienced and is a key member of CONSULTANT's firm, and shall be directly involved in the performance of this work. This key person shall communicate with, and periodically report to, CITY on the progress of the work. Should any such individual be removed from assisting in this contracted work for any reason, CITY may terminate this AGREEMENT.

This AGREEMENT may not be assigned or subcontracted without the City Manager’s prior written consent.








 















 
City of Goleta
Department of Public Works and RRM Design Group

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 expens es, 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 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 (“In demnified 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:








 















 
City of Goleta
Department of Public Works and RRM Design Group

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

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

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

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

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

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

b) General and automobile liability insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the 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.









 















 
City of Goleta
Department of Public Works and RRM Design Group

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

e) Evidence of coverage (including the workers’ compensation and employer’s liability policies) shall provide that coverage shall not be 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 CONS ULTANT, or CONSULTANT’s
employees, or agents, from waiving the right of recovery prior to a loss.

CONSULTANT waives its right of recovery against CITY.

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

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

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

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







 















 
City of Goleta
Department of Public Works and RRM Design Group

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

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

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

14. ACCEPTANCE OF FINAL PAYMENT CONSTITUTES RELEASE
The acceptance by CONSULTANT of the final payment made under this AGREEMENT shall operate as and be a release of CITY from all claims and liabilities for compensation to CONSULTA NT for anything done, furnished, or relating to CONSULTANT'S work or serv ices. 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 







 















 
City of Goleta
Department of Public Works and RRM Design Group

records. CONSULTANT will retain such financial records, time sheets, work progress reports, invoices, b ills 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 ot her 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 bu siness. During the term of this AGREEMENT and/or as a result of being awarded this AGREEMENT, CONSULTANT shall not offer, encourage or accept any financial interest in CONSULTANT'S business by any CITY employee or official.

18. CONSTRUCTION OF LANGUAGE OF AGREEMENT
The provisions of this AGREEMEN T 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. 







 















 
City of Goleta
Department of Public Works and RRM Design Group

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 fiscal year, this AGREEMENT shall cover only those costs incurred up to the conclusion of the current fiscal year.

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

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

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








 















 
City of Goleta
Department of Public Works and RRM Design Group

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

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

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

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

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

TO CITY: Attention: Robert Nisbet, City Manager
City of Goleta
130 Cremona Drive, Suite B
Goleta, CA 93117
TO CONSULTANT: Attention: Alan Lewis
RRM Design Group
3765 S Higuera St Ste 102,
San Luis Obispo, CA 93401








 















 
City of Goleta
Department of Public Works and RRM Design Group

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.

33. FEDERAL REQUIREMENTS
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 “D” and incorporated herein by reference.

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

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








 















 
City of Goleta
Department of Public Works and RRM Design Group

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 RRM DESIGN GROUP

_____________________________ _____________________________ Robert Nisbet, City Manager Jeff Ferber, Senior Vice President, Principal

A T T E S T

_____________________________ _____________________________ Deborah Lopez, City Clerk Michael Hamilton, Vice President, P r i n c i p a l

APPROVED AS TO FORM:

MEGAN GARIBALDI, CITY ATTORNEY

_____________________________
Scott Shapses, Deputy City Attorney









 
















 

City of Goleta
Department of Public Works and RRM Design Group

EXHIBIT A

SCOPE OF SERVICES

Task S: Topographic Survey
Consultant shall perform limited topographic surveying and mapping as required by City to assist in documenting the surface terrain within and immediately adjacent to the two sites. The base map will depict the elevation contours of the existing ground, details of the surface terrain, and area drainage for incorporation with the final plans. The horizontal and vertical datum will be based on the CCS83 (2011) State Plane Coordinates and NAVD 88 unless suitable local agency controls are available.

Survey shall include:
x Contours at one-foot intervals
x Trails, trees, and other pertinent planimetric features within the supplemental topographic limits established by RRM
x Record boundary mapping

Deliverables:
x AutoCAD file of mapping

Task C.01: Trail Site Improvement Plans
Consultant shall develop construction documents, in conjunction with the project team and regulatory agencies, for the two eroded areas located along the Ellwood Mesa beachfront trail. The plan project-specific design drawings for each site shall provide grading plans, grading details, and temporary erosion control facilities.

Temporary erosion control facilities shall be placed for the protection of exposed graded areas. Details and appropriate notes for best management practices (BMP) and guidelines for implementation are proposed to be in conformance with the State of California Water Resources Board requirements and the City of Goleta recommendations. These plans shall include:
x Existing and proposed contours, spot elevations, and slopes x Grading of the trails to include locations for cut and fill x Raw earthwork calculations will be perf ormed; quantities and associated assumptions will be listed on the plans
x Location of erosion and sediment control BMP
x Equipment washout areas with containment plan

Deliverables:
x One (1) site visit
x One (1) trail improvement plan providing construction documents showing, for each site, grading, erosion and sediment control, and appurtenant details. Assumes 24” x 36” for each sheet









 















 
City of Goleta
Department of Public Works and RRM Design Group

Task C.02: Project Coordination and Meetings
Consultant shall provide ongoing coordination with the Client, the project team, and the City of Goleta on an as-needed basis to facilitate the processing and approval of this project. Consultant shall assist in these efforts by providing the services listed below as needed:

x When requested, consultant shall provide research, coordination, and advice on development strategies and processing requirements x Coordinate and attend project-related meetings with the City x Preparation of exhibits required for project approval not identified in the above scope of services
x Transfer of electronic data or print sets to project team or local jurisdictions
x Cost estimating
x Attend meetings with City staff to review design and address comments or concerns

Deliverables:
x Exhibits required for coordination or project approval

Task L.01: Planting Plan
Consultant shall develop a planting plan to include native coastal scrub vegetation planted and seeded in areas disturbed by proposed grading. The project limit of work is based upon two exhibits provided by Earth Systems in a May 22, 2023, Draft Report (23-5-27) titled Site No. 1 Drainage Area and Site No. 2 Drainage Area. Planting is anticipated to occur in the drainage features and areas immediately surrounding them, in addition to areas adjacent to trails proposed to be regraded up to 10’ from the existing trail edge.

Plant species will be provided by the City or City’s consultants, along with general planting and seeding locations for each species or species mixture. Hatches and unique plant symbols will be utilized to differentiate between different planting types. Symbol quantities and area takeoffs for each planting area will be provided in a planting legend. Planting specifications shall be prepared in Greenbook format for the final bid package.

This task includes reasonable revisions for up to three rounds of plan check comments from City Staff, City Council review, and/or California Coastal Commission staff.

Deliverables:
x One (1) draft planting plan
x One (1) bid set planting plan








 















 
City of Goleta
Department of Public Works and RRM Design Group

x Greenbook planting specifications
x Three (3) rounds of revisions to the plans and specifications based on input from Staff, City Council review, and/or CA Coastal Commission









 















 
City of Goleta
Department of Public Works and RRM Design Group

EXHIBIT B

SCHEDULE OF FEES








 















 
City of Goleta
Department of Public Works and RRM Design Group

EXHIBIT C

PROJECT SCHEDULE

Task Description Deadline
Kickoff meeting Thursday, June 22
Topographic survey to be completed Frida y, July 7
Design coordination meeting Wednesday, July 12
90% PS&E deliverables due to the City of Goleta Frida y, July 28 Design review meeting #1 Wednesda y, August 5
100% PS&E deliverables due to the City of Goleta Friday, August 18 Design review meeting #2 Wednesda y, August 23
Complete design package to the City of Goleta Friday, September 1, 2023









 















 
City of Goleta
Department of Public Works and RRM Design Group

EXHIBIT D

FEDERAL CONTRACT PROVISIONS
During the performance of this contract, RRM Design Group (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 minority 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 compliance with the foregoing affirmative steps when requested by the Agency.

Notwithstanding the foregoing, the affirmative steps requirements detailed above do not apply in the case of a noncompetitive procurement made 







 















 
City of Goleta
Department of Public Works and RRM Design Group

under the emergency exception/exigency exception to competitive procurements.

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

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








 















 
City of Goleta
Department of Public Works and RRM Design Group

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 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 written 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 and 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 actually 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 Cause”). If the termination is for cause, Consultant shall be compensated for that portion of the work or materials provided which has been fully and








 















 
City of Goleta
Department of Public Works and RRM Design Group