Goleta City Council
June 4, 2024

CPMS
Agenda Item A.5

CONSENT CALENDAR
Meeting Date: June 4, 2024
TO: Mayor and Councilmembers
SUBMITTED BY: Luz “Nina” Buelna, Interim Public Works Director PREPARED BY: Sarah Fox, Public Works Business and Administration Manager SUBJECT: Public Works Professional Services Agreements and Amendments with Fugro, Stantec Consulting Services, Inc., Solid Waste Solutions, and Flowers and Associates, Inc.

RECOMMENDATION:

A. Authorize the City Manager to execute Professional Design Services Agreement with Fugro, for materials testing and geotechnical engineering services for the Cathedral Oaks Road Cribwall Repair Project for a total not -to-exceed amount of $310,575 and a termination date of December 31, 2025;
B. Authorize the City Ma nager to execute Professional Design Services Agreement with Stantec, Inc. for structural design for the Cathedral Oaks Road Cribwall Repair Project for a total not -to-exceed amount of $ 673,000 and a termination date of December 31, 2025;
C. Authorize the City Manager to execute Amendment No. 4 to Professional Services Agreement number 20 21-030 with Stantec Consulting Services, Inc. , increasing the total not -to-exceed amount by $ 15,000 for a total not -to-exceed amount of $200,800, expanding the scope of work, and extending the termination date June 30, 2025;
D. Authorize the City Manager to execute Amendment 1 to Professional Services Agreement 2022-058 with Solid Waste Solutions, Inc., increasing the agreement by $40,000 for a total not-to-exceed amount of $205,000 and a termination date of June 30, 2025;
E. Authorize the City Manager to execute Amendment No. 1 to Professional Services Agreement 2023-079 with Flowers and Associates, Inc., increasing the total not - to-exceed amount by $191,210 for a total not-to-exceed amount of $429,900, and a termination date of June 30, 2025; and
F. Authorize a budget approp riation in the amount $50,000 from the Traffic Engineering Operations and Maintenance account 205 -50-5700-51076 to the 1 Meeting Date: June 4, 2024

Hollister Avenue Old Town Interim Striping Project design and construction accounts as identified in Table 2 of the Fiscal Impacts section of the staff report.

BACKGROUND:

Public Works staff has engaged private consultants to perform a variety of professional services for the City since incorporation in 2002. Public Works selected and executed agreements with the following consultants from the City’s approved pre-qualified consultant list or through a request for proposal to provide various professional services for the Public Works Department. The information below summarizes the services being provided by each consultant, proposed amendments and agreements, justification, and recommended actions.

DISCUSSION:

Fugro
Fugro has been selected to enter into a Professional Design Services Agreement to provide geotechnical engineering and materials testing services as needed for the Cathedral Oaks Road and Cribwall Project. Table 1 provides the estimated cost and funding source for the contract. The Agreement with Fugro has a total not -to-exceed amount of $310,575 and a term ending December 31, 202 5, and is included as Attachment 1.

Stantec Consulting Services, Inc. (Cribwall)
On April 14, 2024, the City issued an RFQ/P for the Cathedral Oaks Emergency Cribwall Repair Project. The City received one proposal from Stantec Consulting Services, Inc. (Stantec). Stantec has been selected to enter into a Professional Design Services Agreement to provide design services as needed for the Cathedral Oaks Emergency Cribwall Repair Project. Table 1 provides the estimated cost and funding source for the contract. The Professional Design Services Agreement with Stantec has a total not -to- exceed amount of $673,000 with a term ending December 31, 2025, and is included as Attachment 2.

Stantec Consulting Services, Inc. (Interim Striping)
On May 3, 2021, the City executed Professional Services Agreement No. 2021-030 for $44,900 with Stantec Consulting Services, Inc. for professional traffic engineering and design services for the Hollister Avenue Old Town Interim Striping Project. This agreement has been amended to provide additional compensation in the amount of $114,820 for additional tasks and extend the term of the agreement to June 30, 2023 (Amendment No. 1); to provide for additional compensation in the amount of $26,000 for continued tasks and extend the term of the agreement to December 31, 2023 (Amendment No. 2); and to extend the term of the agreement to December 31, 2024 (Amendment No. 3). Amendment No. 4 provides for additional compensation in the 2 Meeting Date: June 4, 2024

amount of $15,000 for additional scope for design support during construction, updates the Schedule of Fees, and extends the termination date to June 30, 2025.

Solid Waste Solutions
On June 7, 2022, the City of Goleta (City) executed Professional Services Agreement No. 2022-058 for $165,000 with Solid Waste Solutions for professional project management and support services for Solid Waste and Recycling programs. Amendment No. 1 updates the Schedule of Fees and provides additional compensation of $15,000 for continued tasks in FY 2023/24 and $25,000 for continued tasks in FY 2024/25. With this Amendment No. 1, the new not-to-exceed amount is $205,000.

Flowers & Associates, Inc.

On July 18, 2023, the City executed Professional Services Agreement No. 2023 -079 for $238,690 with Flowers and Associates, Inc. for professional encroachment permit support services for encroachment permit processing with a term ending June 30, 2024 . In just the past four months over 180 encroachment permits have been processed so there is a continued need for support . Amendment No. 1 provides additional compensation of $191,210 for additional scope, updates the Schedule of Fees, and extends the termination date to June 30, 2025. With this Amendment No. 1, the new not -to-exceed amount is $429,900.

FISCAL IMPACTS:

These agreements and amendments are funded by various accounts listed in Table 1 below.

Table 1 – Estimated Costs and Funding for Agreements and Amendments Vendor Project Component Estimated
Total Costs
Funding
Source
Funding
Amounts
Fugro Cribwall
Geotechnical
$310,575 101-90-9053-
57070
$310,575
Stantec
(Cribwall)
Cribwall Design $673,000 101-90-9053-
57070
$673,000
Stantec
(Interim
Striping)
Design Support
During Construction
$200,800 205-90-9114-
57070
$200,800
Solid Waste
Solutions
Solid Waste &
Recycling Programs
$205,000 211-50-5900-
51200
$205,000
Flowers Inspection Services
& Encroachment
Permit Processing
$429,900 101-50-5200-
51200
$429,900
Subtotal $1,819,275 $1,819,275
3 Meeting Date: June 4, 2024

Staff is recommending the budget appropriations listed in Table 2 to fund additional design support services during the Hollister Avenue Old Town Interim Striping Project construction phase and to cover the cost of staff time on this project.

Table 2 – Recommended Budget Appropriations
Fund Type Account From Account To Amount
Measure A 205-50-5700-51076 205-90-9114-57070 $15,000
Measure A 205-50-5700-51076 205-90-9114-57071 $35,000
TOTAL $50,000
Funds for the Fugro Agreement are included in the approved FY 2023/24 budget. As such, no additional appropriations are required currently. Funds for the Stantec Agreement are included in the approved FY2023/24 and proposed FY 2024/25 budgets.

As such, no additional appropriations are required currently.

Based on updated preliminary project cost estimates, the estimated unfunded amount for construction costs is approximately $15.5 million . Public Works staff is working with Finance staff to explore options to close the unfunded gap prior to the construction bid award anticipated in early 2025. Table 3 outlines the estimated costs for the Cathedral Oaks Cribwall Repair Project (CIP 9053).

Table 3 – Estimated Costs and Funding for the Cathedral Oaks Cribwall Repair Project Project
Components   Estimated Costs   Funding Source   Funding Amounts Conceptual Design  $600,000 General Fund (101) $1,307,016 Environmental  $600,000 Measure A (205) $863,632
$863,632Final Design  $1,440,000 FHWA (420) 87,746
Land Acquisition $610,164 TBD/Unfunded $15,511,770
Construction  $14,520,000
Total:   $17,770,164    Total:   $17,770,164
ALTERNATIVES:

The City Council can elect not to approve the amendments and agreements discussed herein; however, this would result in significant delays in initiating and completing the work associated with the capital improvement projects.

LEGAL REVIEW BY: Megan Garibaldi, City Attorney
APPROVED BY: Robert Nisbet, City Manager
ATTACHMENTS:
4 Meeting Date: June 4, 2024

1. Professional Design Services Agreement with Fugro

2. Professional Design Services Agreement with Stantec Consulting Services Inc.

3. Amendment No. 4 to Professional Services Agreement No. 2021-030 with Stantec Consulting Services Inc.

4. Amendment No. 3, Amendment No. 2, Amendment No. 1, and Professional Services Agreement 2021-030 with Stantec Consulting Services Inc.

5. Amendment No. 1 to Professional Services Agreement No. 2022 -058 with Solid Waste Solutions

6. Professional Services Agreement No. 2022-058 with Solid Waste Solutions

7. Amendment No. 1 to Professional Services Agreement No. 2023-079 with Flowers & Associates, Inc.

8. Professional Services Agreement No. 2023-079 with Flowers & Associates, Inc. 5 ATTACHMENT 1
Agreement for Professional Design Services with FUGRO
6 City of Goleta
Public Works Department Agreement with Fugro

Project Name: 9053 Cathedral Oaks Cribwall

AGREEMENT FOR PROFESSIONAL DESIGN SERVICES

BETWEEN THE CITY OF GOLETA
AND
FUGRO USA Land, Inc.

T
his AGREEMENT FOR PROFESSIONAL DESIGN 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 FUGRO USA Land, Inc. , a Corporation (herein referred to as "CONSULTANT").

SECTION A. RECITALS

1. The CITY has a need for professional geotechnical design services for the Cathedral Oaks Cribwall Emergency Repair Project; and

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

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

4. The City Council, on this _____ day of __________, 2024, approved this AGREEMENT and authorized the City Manager to execute the AGREEMENT.

SECT
ION B. TERMS

1. RET

ENTION 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 S ervices in conjunction with Geotechnial Services shall generally include geotechnical field work and DocuSign Envelope ID: 7892E70C-80D0-4F5F-B192-82FF255DD39F 7 City of Goleta
Public Works Department Agreement with Fugro

geotechnical engineering 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. T he total compensation payable to CONSULTANT by CITY for the services under this AGREEMENT SHALL NOT EXCEED the sum of $310,575 (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, 2025, after which any change in said rates and expenses must be approved in writing by CITY's Project Manager as described in Section 5 ( CITY is to be given 60 days notice of any rate increase request), provided the not to exceed amount is the total compensation due CONSULTANT for all work described under this AGREEMENT.
(b) Payment. CONSULTANT shall provide CITY with written verification of the actual compensation earned, which written verification shall be in a form satisfactory to CITY's Project Manager , as described in Section 5.

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

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

4. EXTRA SERVICES
CITY shall pay CONSULTANT for those CITY authorized extra services, not reasonably included within the services described in Section 2, as mutually agreed to in writing in advance of the incurrence of extra services by CONSULTANT. Unless CITY and CONSULTANT have agreed in writing before the performance of extra services, no liability and no right to claim compensation for such extra services or expenses shall exist. The applicable hourly rates for extra services shall be at the hourly rates set forth in Exhibit B, if one is included as part of this agreement. Any compensation for extra services shall be part of the total compensation and shall not increase the not to exceed amount identified in Section 3.

DocuSign Envelope ID: 7892E70C-80D0-4F5F-B192-82FF255DD39F 8 City of Goleta
Public Works Department Agreement with Fugro

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, 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. All services shall be completed a ccording 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.

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

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

DocuSign Envelope ID: 7892E70C-80D0-4F5F-B192-82FF255DD39F 9 City of Goleta
Public Works Department Agreement with Fugro

9. HOLD HARMLESS AND INDEMNITY
(a) Indemnification and Defense for Professional Service. To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless the CITY and any and all of its officials, employees and agents (“Indemnified Parties”) from and against any and all claims, losses, liabilities, damages, costs and expenses, including attorney’s fees and costs, to the extent they arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT. CONSULTANT’s duty to defend shall consist of reimbursement of defense costs incurred by CITY in direct proportion to the CONSULTANT’s proportionate percentage of fault. CONSULTANT ’s percentage of fault shall be determined, as applicable, by a court of law, jury or arbitrator. In the event any loss, liability or damage is incurred by way of settlement or resolution without a court, jury or arbitrator having made a determination of t he CONSULTANT’s percentage of fault, the parties agree to mediation with a third party neutral to determine the CONSULTANT ’s proportionate percentage of fault for purposes of determining the amount of indemnity and defense cost reimbursement owed to the CITY.
(b) For All Other Liabilities. Notwithstanding the foregoing and without diminishing any rights of CITY, for any liability, claim, demand, allegation against CITY arising out of, related to, or pertaining to any act or omission of CONSULTANT, but which is not a design professional service, CONSULTANT shall defend, indemnify, and hold harmless CITY, its officials, employees, and agents (“Indemnified Parties”) from and against any and all damages, costs, expenses (including reasonable attorney fees and expert witness fees), judgments, settlements, and/or arbitration awards, whether for personal or bodily injur y, 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:

DocuSign Envelope ID: 7892E70C-80D0-4F5F-B192-82FF255DD39F 10 City of Goleta
Public Works Department Agreement with Fugro

a) Insurance Services Office Commercial Liability coverage “occurrence” form CG 00 01 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 12 19. Additional insured status for completed operations shall be provided either in the additional insured form or through another endorsement such as CG 20 37 12 19, 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.

DocuSign Envelope ID: 7892E70C-80D0-4F5F-B192-82FF255DD39F 11 City of Goleta
Public Works Department Agreement with Fugro

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 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, DocuSign Envelope ID: 7892E70C-80D0-4F5F-B192-82FF255DD39F 12 City of Goleta
Public Works Department Agreement with Fugro

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 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 DocuSign Envelope ID: 7892E70C-80D0-4F5F-B192-82FF255DD39F 13 City of Goleta
Public Works Department Agreement with Fugro

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 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.

DocuSign Envelope ID: 7892E70C-80D0-4F5F-B192-82FF255DD39F 14 City of Goleta
Public Works Department Agreement with Fugro

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
The City reaffirms its ongoing commitment to equality in the conduct of City business, and prohibits any policy, plan, program, custom or practice, including harassment, in the conduct of City business. No discrimination or discriminatory practice shall occur in either employment of persons for, or completion of, the work contemplated by this Agreement, when such discrimination is based on race, color, national origin, or ancestry; religion; sex; gender, gender identity, gender expression, or gender transitioning status; physical disability, mental disability, medical condition, or genetic information; marital or domestic partner status; citizenship status; age; sexual orientation; exercising a legally protected right to an employment leave of absence; status as a victim of domestic violence, sexual assault, or stalking; reproductive health decision- making, or any other classification protected under state or federal law. Among other possible violations of law, a violation of this section exposes CONSULTANT to the penalties provided for in Labor Code Section 1735.

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.

DocuSign Envelope ID: 7892E70C-80D0-4F5F-B192-82FF255DD39F 15 City of Goleta
Public Works Department Agreement with Fugro

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

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

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

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

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

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

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

DocuSign Envelope ID: 7892E70C-80D0-4F5F-B192-82FF255DD39F 16 City of Goleta
Public Works Department Agreement with Fugro

TO CITY: Attention: Robert Nisbet, City Manager
City of Goleta
130 Cremona Drive, Suite B
Goleta, CA 93117
TO CONSULTANT: Attention: Greg Denlinger, Project Manager Fugro
4800 McGrath St. #100
Ventura, CA 93003

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.

DocuSign Envelope ID: 7892E70C-80D0-4F5F-B192-82FF255DD39F 17 City of Goleta
Public Works Department Agreement with Fugro

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 Medji Sama, PhD, PE, Principal Engineer

ATTEST

_____________________________ _____________________________ Deborah Lopez, City Clerk Greg Denlinger, Principal Engineer

APPROVED AS TO FORM:

MEGAN GARIBALDI, CITY ATTORNEY

_____________________________
Scott Shapses, Deputy City Attorney

DocuSign Envelope ID: 7892E70C-80D0-4F5F-B192-82FF255DD39F 18 City of Goleta
Public Works Department Agreement with Fugro

EXHIBIT A

SCOPE OF WORK

DocuSign Envelope ID: 7892E70C-80D0-4F5F-B192-82FF255DD39F 19 04.P0252280 P-001(03) Cathedral Oaks Road Stabilization Project

FUGRO
Fugro USA Land, Inc.
4820 McGrath Street, Suite 100
Ventura, California 93003
United States
City of Goleta
130 Cremona Dr # B,
Goleta, CA 93117

April 25, 2024
Fugro Project No. 04.P0252280
Attention: Autumn Glaeser
Subject: Proposal for Geotechnical Engineering Services Cathedral Oaks Road Stabilization Project
Goleta, California
We are pleased to submit this proposal to provide geotechnical engineering services to aid in the design of proposed measures to stabilize a section of Cathedral Oaks Road in Goleta, California. The section of Cathedral Oaks Road to be stabilized is located between Winchester Canyon Road and Calle Real and has reportedly been impacted by subsidence and sinkholes associated with settlement and/or loss of backfill at two existing crib walls. The impacted section of roadway was previously studied by Earth Systems with work involving geotechnical site exploration, slope stability analyses, and input to potential stabilization options (Earth Systems, 2020). Geophysical studies consisting of GPR and cross-hole velocity surveys were also performed at the site by GEOVision under subcontract to Earth Systems (GEOVision 2019a, 2019b, and additional work in progress). The geophysical surveys were performed to assess possible sinkhole-related subsurface voids or cavities. A previous electromagnetic survey was performed by Subsurface Surveys under subcontract to Bengal Engineering (Subsurface Surveys 2017).

Observations and geophysical data suggest that voids and zones of loose soil are present within the crib walls and the overlying and adjacent embankment fill. Possible subsurface anomalies in the area interpreted from the geophysical studies are outlined in GEOVision (2019a, 2019b) and Subsurface Surveys (2017). Although these studies are useful in identifying subsurface anomalies possibly reflective of subsurface voids, the methods are not able to provide definitive mapping of subsurface voids that would allow for targeted mitigation.

As noted, Earth Systems provided concept-level input (including rough costs) to six stabilization options. Based on discussions with the City of Goleta, we anticipate the tieback or similar type wall option discussed in Earth Systems (2020) is likely to be the preferred stabilization option. However, DocuSign Envelope ID: 7892E70C-80D0-4F5F-B192-82FF255DD39F 20 City of Goleta

04.P0252280 P-001(04) Cathedral Oaks Road Stabilization Project

other options will be evaluated. In addition, significant earthwork and grading would likely be required to excavate and remove existing subsurface cavities (or subsurface zones filled with very loose soils).

Ground improvement methods could possibly be used in lieu of extensive grading efforts. In addition to those improvements, we understand the City of Goleta (City) wants to remove the existing crib walls and eliminate future risk associated with these facilities.

We understand that the City is interested in performing some additional evaluation of the roadway and crib wall conditions, determining a preferred stabilization option, and preparing design recommendations for the preferred option. We understand the City will select an engineering consultant to lead the design effort for the supplemental roadway stabilization and Fugro will provide geotechnical engineering services for the project under a separate contract with the City of Goleta. In our discussions with the City, we understand that some additional geotechnical exploration is desired as part of the geotechnical services for the project.

General Site Conditions
Crib Wall A and B are offset about 40 and 60 feet, respectively, from the westbound traveled way of Cathedral Oaks Road and a guard rail, paved bike path, and unpaved drainage swale are located in the embankment fill area between the road and the crib walls.

Data in Earth Systems (2020) indicate the geotechnical conditions in the project area consist of embankment fill (including the two crib wall structures, labeled Crib Wall A and Crib Wall B) overlying older alluvium with Monterey Formation shale bedrock at depth. Crib Wall A is located about 400 feet north of Calle Real, and is reported to be about 92 feet long, with a maximum height of 17 feet. The wall supports an additional 10 feet of overlying embankment fill with a slope gradient of 2h:1v. Crib Wall B is located about 700 feet north of Calle Real and is reportedly 320 feet long, with a typical height of about 12 feet and a maximum height of about 38 feet. Crib Wall B also supports an additional 8 feet of embankment fill with a slope gradient of 2h:1v. Both Crib walls were constructed in former natural drainage channels.

Proposed Scope of Services
We developed our proposed scope of services through discussions with the City of Goleta and anticipate the work will include project coordination and planning, subsurface drilling and sampling, laboratory testing and geotechnical evaluation/analyses, and preparing a geotechnical report for the project. The report will summarize the work performed, findings, conclusions, and recommendations.

Geotechnical drilling and sampling and other activities proposed that require field services are key elements of the work and are being performed for design. As such these activities are professional services.

Our anticipated scope of services is anticipated to involve the following work tasks.

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04.P0252280 P-001(04) Cathedral Oaks Road Stabilization Project

Task 1 – Project Kick-off and Project Review
We will meet and coordinate with City staff and their design consultant to discuss our proposed geotechnical services, logistics, schedule, access to the work areas, and participation in an initial site reconnaissance with the project team. Work for this task will also include coordination with and management of our subcontractors, participating in project team meetings during execution of our scope of work, correspondence and performing general project management tasks. Our fee for this task assumes a maximum of 2 meetings attended by Fugro, each up to 1 hour in duration.

Work for this task will also involve reviewing past geotechnical-related documents prepared by others that are considered relevant to the proposed road stabilization project. Currently, we anticipate our review would focus on the following reports/studies:
 Earth Systems (2020),
 GEOVision (2019a),
 GEOVision (2019b),
 GEOVision (2024, when available) and
 Subsurface Surveys (2017).

However, we would also review the geotechnical report prepared for the original development of Cathedral Oaks Road and the crib walls, if available and relevant to the work.

Optional Task 2 – Geotechnical Input to Stabilization Alternatives Analysis Using the geo-data reviewed in Task 1, we will work with the City and their design consultant and provide qualitative input to an alternatives analysis for stabilization of the roadway. We have assumed that Fugro would provide geotechnical input and that the City’s design consultant would lead the analysis.

For estimating fees for this task, we have assumed that the work will be limited to 10 hours of principal- level staff time and 20 hours of senior project-level staff time. Additional staff hours, if required, will be provided on a time and expense basis.

Although other options might be evaluated for design, for the purposes of this proposal, we have assumed that the preferred stabilization alternative will consist of a structural wall constructed behind the existing crib walls.

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04.P0252280 P-001(04) Cathedral Oaks Road Stabilization Project

Task 3 – Pre-Investigation Services
Preliminary Geotechnical Exploration Plan
As noted previously, we proposed to perform additional geotechnical explorations for the project to supplement data provided in Earth Systems (2020). Currently, we anticipate the supplemental exploration program will consist of excavating up to seven (7) geotechnical borings at various locations within the project area to depths of up to about 50 to 75 feet below the ground surface. Because of the existing site constraints, we anticipate exploration locations will be located between the existing guard rail/bike path and Cathedral Oaks Road with two borings in the westbound shoulder area. Preliminary exploration locations are outlined below in Figure 1. We anticipate that final bore hole locations of the proposed geotechnical bore holes will be determined based on input from the City and their design consultant.

We understand that it may be desired to obtain subsurface data at two locations at or near the base of Wall B (eastern wall). We discussed this request with City staff and reviewed the site conditions on Google Earth and we are doubtful that mechanical drilling equipment can access areas near the base of the wall. Therefore, we are not able to provide a scope for exploration work below the guard rail/bike path area at this time. However, we will work with the City and consult with specialty drilling contractors as part of this task to evaluate the feasibility of performing mechanical drilling and sampling near the base of the wall. We will work with the City to develop a separate proposal and fee estimate to perform exploration work at or near the base of the wall, if feasible. We presume the exploration may be desired, even if the work is limited to hand excavation methods.

DocuSign Envelope ID: 7892E70C-80D0-4F5F-B192-82FF255DD39F 23 City of Goleta

04.P0252280 P-001(04) Cathedral Oaks Road Stabilization Project

Figure 1 – Preliminary Geotechnical Exploration Locations Site Reconnaissance and Utility Clearance
We will perform a site reconnaissance to observe the existing conditions at the crib walls and the embankment fill areas (where accessible). We anticipate that representatives from the City and their design consultant who are knowledgeable of the conditions will participate in the site reconnaissance with Fugro.

As part of the reconnaissance effort, we will evaluate equipment/vehicle access and other potential constraints. We will also determine the final exploration locations and mark the locations with stakes or paint for utility clearance purposes.

After the bore hole locations are marked, we will contact 811/Underground Service Alert (USA) to request member utilities mark their underground facilities in the proposed work areas. We anticipate that USA will notify utility owners of the proposed work, and that those agencies will locate and mark underground utilities in the vicinity of the exploration locations. Fugro will not be responsible for DocuSign Envelope ID: 7892E70C-80D0-4F5F-B192-82FF255DD39F 24 City of Goleta

04.P0252280 P-001(04) Cathedral Oaks Road Stabilization Project

impacts to underground utilities or buried structures that are not marked or those that are improperly located in the field. We note that private utility location services utilizing ground penetrating radar, electromagnetic surveys, or potholing are not included in our cost estimate.

Project Health and Safety Plan
Safety is key to our operations, and we will develop a site-specific health, safety, and environment plan (HSEP) prior to the geotechnical exploration work that describes work procedures and health, safety, and environmental risk mitigation measures through the use of Task Risk Assessments. The HSEP is intended to guide Fugro’s field operations and procedures and will be reviewed by our subcontractors; daily safety meetings will be conducted and documented at the beginning of each shift.

Permitting
We have assumed that no permits will be required to perform the planned geotechnical exploration or, if required, they will be provided to Fugro at no cost. We have also assumed that the work areas will be free of culturally or environmentally sensitive habitats and that the City will facilitate access to the proposed work areas.

Traffic Control
We have assumed that the City of Goleta will provide traffic control or close Cathedral Oaks Road between Calle Real and Winchester Canyon Road when work is performed in the traveled way.

Alternatively, Fugro can provide subcontracted traffic control services during the work as additional services.

Task 4 – Supplemental Geotechnical Exploration
The geotechnical drilling and sampling work will be performed using a conventional truck-mounted drilling rig equipment equipped for hollow-stem-auger drilling and sampling. Samples of soil and formational materials will be obtained from the proposed geotechnical exploration program at discrete intervals using a 3-inch O.D. modified California sampler or a Standard Penetration Test (SPT) sampler.

The samplers will be driven using a 140-lb. automatic trip hammer with a 30-inch fall. A Fugro field engineer or geologist will oversee the exploration program and log the soil and formational materials encountered in the borings. Soils will be classified using the USCS classification and the field descriptions will be consistent with Standard Practice for Description and Identification of Soils (Visual- Manual Procedures) ASTM D2488. SPT samples will be packaged in sealed plastic bags. Modified California samples will be placed in plastic sleeves with end caps. Samples will be appropriately labeled and transported to the laboratory for testing. We anticipate the subsurface exploration work will be limited to five (5) days onsite.

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04.P0252280 P-001(04) Cathedral Oaks Road Stabilization Project

Upon completion of the drilling work, we will backfill the boreholes and soundings with cement- bentonite grout in accordance with DWR requirements and pavement surfaces penetrated by the drilling work (where needed) will be repaired using cold mix asphalt or quick-set concrete.

Our proposed scope of services does not include the evaluation of the presence or absence of hazardous substances in the soil or groundwater, or consideration of the potential presence of biologically or culturally sensitive resources. Therefore, for the purpose of this proposal, we have assumed that the exploration work can be performed with Level D PPE, and soil and groundwater encountered will be non-hazardous. As such, we have assumed that soil materials generated from the drilling work can be dispersed on the ground at the drilling locations. Alternatively, the soil materials can be placed in a 55-gallon DOT drums or a roll-off container, analytically profiled, and subsequently disposed of by a waste disposal subcontractor as extra services. Disposal of the drummed material would occur after analytical screening or profiling of the materials is complete. Because waste profiling is required prior to disposal, the DOT drums would need to remain onsite for about two or three weeks before arrangements can be made for disposal. We anticipate the drilling work could generate about 20 drums of excess soil material.

Optional Task 5 – Supplemental Subsurface Cavity Evaluation Optional Task 5.1 Supplemental Geophysical Survey
Geophysical survey work has been performed at the site by others to identify subsurface anomalies that suggest the presence of cavities or zones of very loose soils in selected areas between the guard rail/bike path and the north edge of pavement at Cathedral Oaks Road. Survey methods employed consisted of ground penetrating radar, electrical resistivity, and cross-hole velocity measurements. The data indicate that anomalies are present and identify those features on various maps and plans.

These studies have limitations but provide useful qualitative information regarding the potential locations and risks associated with subsurface cavities or zones of very loose soil caused by settlement of the crib wall backfill or loss of soil backfill material. Based on a limited review, the data suggest that the anomalies are present between the guard rail/bike path and the existing bioswale but may not extend beneath Cathedral Oaks Road.

Although uncertain, we believe it could be beneficial to perform some additional geophysical studies for the project. From a practical perspective, we anticipate that a combination of supplemental electrical resistivity (ER) and ground penetrating radar (GPR) surveys might be most appropriate in this effort. GPR is generally capable of scanning to depths of about 2 meters and we anticipate ER is capable of scanning to a depth of several meters at the site.

Based on discussions with you, we understand that additional GPR data has recently been acquired between the guard rail/bike path and the westbound lane of Cathedral Oaks Road and we understand that work is currently being evaluated and reported. Therefore, the scope of the additional geophysical DocuSign Envelope ID: 7892E70C-80D0-4F5F-B192-82FF255DD39F 26 City of Goleta

04.P0252280 P-001(04) Cathedral Oaks Road Stabilization Project

work at the site outlined here is limited to acquiring and interpreting additional ER survey data. On a preliminary basis, we anticipate ER survey data would be acquired in the area between the guard rail at the top of slope and the westbound edge of pavement at Cathedral Oaks Road and extend about 125 feet beyond the end of Crib Wall A and Crib Wall B..

We estimate that ER data would be acquired along three to four (3 to 4) survey lines with the line lengths ranging from about 120 feet to 750 feet. About two weeks of field time is anticipated to complete the ER surveys. Estimated fees outlined herein for this optional task are preliminary and will need to be finalized based on the City’s desire to pursue the work and the actual geophysical surveying scope to be performed.

We anticipate that the GPR and ER data can be interpreted and presented in a fence-diagram format to allow for a quasi-3D visualization of the lateral and vertical extent of anomalies. Because the characterization will be based on geophysical data, we believe the findings, risks, and possible recommendations developed from the work should be considered qualitative.

Optional Task 5.2 CPT-Based Cavity Evaluation
We propose to perform a supplemental subsurface cavity evaluation task that involves performing cone penetration testing (CPT) in selected areas where geophysical testing suggest the presence of subsurface anomalies. We anticipate the work would consist of performing CPT soundings in specific areas, augmented with soundings performed on a grid pattern. CPT soundings in the grid areas would also focus on anomaly areas identified in the geophysical survey work or in other areas selected by the project team. Probing using the CPT will allow for quantitative evaluation of the presence of cavities, voids or zones of very loose soil fill. Those features can be identified in the CPT data by very low or zero measured tip resistance. However, the data will be limited to the actual locations tested. Therefore, a grid layout of CPT soundings might be preferred in combination with targeted locations We anticipate the CPT soundings would be performed to depths of up to about 50 feet with about 5 to 7 soundings performed per day. In estimating fees for this optional task, we have assumed that up to three (3) days of CPT work will be performed with the work performed as a separate operation.

Additional days of CPT data acquisition, if needed, will be performed on a time and expense basis.

Task 6 - Laboratory Testing
We will perform laboratory tests on selected samples collected during the proposed drilling program outlined in Task 4 to estimate engineering parameters of the materials. Based on our experience with similar projects, we anticipate the laboratory tests, as outlined in Table 1, will be performed. However, the actual testing program will be evaluated and determined after the field exploration has been completed and the field logs and recovered samples have been reviewed.

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04.P0252280 P-001(04) Cathedral Oaks Road Stabilization Project

Table 1: Presumptive Laboratory Testing Program
Type of Test Estimated Number of Tests
Moisture Content or Moisture and Dry Unit Weight (ASTM
D2216/D7263)
30 Sieve Analysis (ASTM D6913 6
Atterberg Limit (ASTM D4318) 6
Direct Shear Testing (ASTM D3080) 8
Unconsolidated Undrained Compression Testing (ASTM D2850) 7 R-Value (ASTM D2844) 2
Chemical Testing for Corrosion Potential 5
Modified Proctor Compaction Test (ASTM D1557) 2
Sample Transport 1
Task 7 – Geotechnical Engineering Analyses for Wall Design and Geotechnical Engineering Report
Work for this task is anticipated to involve compilation, review and evaluation of data acquired from the geotechnical exploration and laboratory testing programs, interpretation of soil parameters for analyses, engineering analyses, and preparation of a geotechnical engineering report. Although a different stabilization option may be selected for final design, as discussed, we have assumed that the design will involve construction of a tie-back wall or similar structure, combined with potential measures to mitigate impacts of subsurface cavities and zones of loose soils that could represent a settlement/sinkhole risk to Cathedral Oaks Road and the bike path. We anticipate work for this task will involve providing static and seismic earth pressures for design, evaluating the overall gross stability of the wall and selected embankment fill slopes, and qualitative input to potential cavity mitigation measures.

We will document the findings and design recommendations for the project in a geotechnical engineering report. We anticipate the report will provide the following:
 Project site description, vicinity map and site map indicating project-specific and previous geotechnical explorations;
 Discussion of existing subsurface conditions, including earth materials encountered and groundwater conditions;
 Logs of soil borings indicating sample numbers, depth of each stratum, soil classification and description, groundwater information, blow counts, and other pertinent observations;  Results of project-specific and previous geotechnical laboratory testing;  A maximum of four geotechnical cross-sections depicting the soil profiles and subsurface conditions encountered with sampler blow counts, selected laboratory test data shown at the corresponding locations and elevations;
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04.P0252280 P-001(04) Cathedral Oaks Road Stabilization Project

 Idealized soil profile(s) for geotechnical analyses and design input;  Site geology and gross slope stability evaluations and design input associated with the proposed wall and embankment slopes (we have assumed that a total of four wall/embankment slope cross sections will be evaluated);
 Map-based seismic design parameters developed using ASCE 7-16 (or ASCE 7-22, as required) and the California Building Code;
 Lateral earth pressures for wall design and tieback anchor resistance; Qualitative geotechnical input to potential cavity mitigation measures;
 Recommendations for general earthwork, site grading and pavement restoration;  Construction considerations such as temporary excavations and grading; and  Corrosion potential of on-site soils and recommendations for cement type.

The geotechnical report will be signed and sealed by California Registered Geotechnical Engineer and Certified Engineering Geologist. We will provide a draft copy of our report to the project team for internal review and comment. We will review comments received and work to incorporate those comments into a final report. Both the draft and final reports will be provided in Portable Document Format (pdf).

Task 8 – Geotechnical Consulting During Design and Plan and Specification Review For this task, we will consult with the project team on issues involving geotechnical engineering aspects of the stabilization design and construction. Services may include attending meetings with the project team, preparing brief correspondence, and meeting and interacting with specialty geotechnical contractors. Services could also consist of reviewing selected plans and specifications that involve geotechnical engineering components of the project.

We have assumed services for this task will involve up to 40 hours of principal-level staff time.

Additional staff time, if required, will be considered as additional services.

Estimated Fee
The following is a breakdown of estimated costs for the scope of work described above. Actual fees will be invoiced monthly, on a time-and-expenses basis, in accordance with our current fee schedule. We currently anticipate that the proposed basic scope of services can be completed for $156,018. A breakdown of our estimated fees (including the optional task) for the proposed work scope is provided below in Table 2. The is estimated to be approximately $310,575 if the optional tasks are authorized.

Table 2: Estimated Fee
DocuSign Envelope ID: 7892E70C-80D0-4F5F-B192-82FF255DD39F 29 City of Goleta

04.P0252280 P-001(04) Cathedral Oaks Road Stabilization Project

Task Description
Estimated
Fugro Staff
Hours
Estimated
Labor
Costs
Estimated Other Direct Costs Estimated
Cost
Task 1 – Project Kick-off and
Project Review 20 $5,380 -- $5.380
Optional Task 2 –
Geotechnical Input to
Stabilization Alternatives
Analysis
30 $7,350 -- $7,350
Task 3 – Pre-Investigation
Services 40 $10,760 $135 (Fugro Field Vehicle) $10,895
Task 4 – Supplemental
Geotechnical Exploration 80 $18,280
$2,466 (Fugro Vehicle and Per Diem)
$34,500 (Drilling Subcontractor)
$55,246
Optional Task 5 –
Supplemental Subsurface
Cavity Evaluation

Optional Task 5.1
Supplemental Geophysical
Survey
94 $16,070
$4,662 (Fugro Vehicle and Per Diem)
$83,835 (Geophysical Specialist)
$104,567
Optional Task 5.2 CPT-Based
Cavity Evaluation 38 $8,350
$1,400 (Fugro Vehicle and Per Diem)
$32,890 (CPT Subcontractor)
$42,640
Task 6 Laboratory Testing 6 $1,560 $12,597 (Laboratory Testing Fees) $14,157 Task 7 – Geotechnical
Engineering Analyses for
Wall Design and
Geotechnical Design Report
250 $58,140 -- $58,140
Task 8 – Geotechnical
Consulting During Design
Development and Plan and
Specification Review
40 $12,200 -- $12,200
Totals
(Excluding Optional Task
2 and Optional Task 5)
436 $106,320 $49,698 $156,018

Schedule
The following anticipated schedule of work was developed based on our understanding of the project requirements and our experience. We anticipate mobilization of equipment and personnel for field services can occur about three (3) weeks after notice to proceed. However, actual scheduling of field activities (i.e. drilling/sampling, geophysical survey, CPT soundings) will depend on subcontractor availability and backlog and weather conditions. We anticipate the draft report noted in Task 7 can be completed within about six weeks after completion of the geotechnical exploration work. The final report can be completed within two to three weeks of receiving comments on the draft report.

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04.P0252280 P-001(04) Cathedral Oaks Road Stabilization Project

Assumptions and Exemptions
Note that due to subcontractor equipment and personnel availability, pricing, and capabilities we may substitute other subcontractors as needed to complete our work. Some of the assumptions made in developing our work scope and fee estimate are outlined below:
 Field services such as geotechnical drilling, geophysical survey, and CPT soundings (and related work items) are required for design and are considered as professional services;  No permits will be required for the work or, if required, they will be provided to Fugro at no cost;
 Access, right-of-entry, and any other permits required for site access will be obtained by others prior to our arrival on-site;
 Fugro will have full access to the work areas during the proposed field exploration and testing services;
 Our proposal includes one (1) mobilization/demobilization to the jobsite with the necessary equipment and a continuous operation for each of the proposed field work efforts (geotechnical exploration, optional geophysical program, and optional CPT probing work). Additional mobilization charges, if required, shall be considered extra work, and charged as mutually agreed upon. Our proposal is based on continuous work activity without delays beyond our control. Delays beyond our control will be considered as extra services.  Geotechnical exploration locations will be free of overhead and underground obstructions. All buried utilities and underground obstructions will be cleared by others prior to our arrival on- site. Fugro will contact 811/Underground Service Alert prior to our mobilization to the site.

Supplemental utility screening in the work areas using GPR or other methods are not included in the proposed scope of work;
 The City of Goleta will locally close Cathedral Oaks Road or provide traffic control services.

Alternatively Fugro can provide traffic control services as an additional cost;  Site topography (in CADD format) of the study area and utility plans will be provided to us by others prior to our site reconnaissance;
 The boring locations will be located in the field by hand-held GPS to an accuracy of 3 meters/10 feet and in accordance with the exploration plan provided to the project team;  The site is assumed to be accessible to and capable of supporting pick-up trucks and conventional truck-mounted drilling rigs. We have assumed that no grading, concrete coring, or other make-ready work will be necessary to perform the field services. We have also assumed no matting or specialty/track rigs will be necessary to access the site and/or exploration locations. If required, any of the items listed above will be quoted and provided as additional services;
 Fieldwork will be performed in Level D personal protective equipment, which consists of hard hats, safety shoes, safety glasses and gloves. If contaminated or hazardous materials are DocuSign Envelope ID: 7892E70C-80D0-4F5F-B192-82FF255DD39F 31 City of Goleta

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encountered during our field exploration, activities will cease until the City provides us with the results of an environmental assessment of the boring locations. Hazardous or contaminated materials will not be removed from the site;
 Field exploration activities for the project are not considered a construction activity and are not subject to any special consideration with respect to workplace safety (e.g., project specific safety training, drug screening program) other than Fugro's standard health, environment, and safety procedures;
 A source of water for drilling on or near the site will be available for our use at no cost;  Cuttings and other drilling soils will be spread on-site, and boreholes will be backfilled with cement-bentonite grout. Containing cuttings in DOT drums and subsequent disposal, if needed, will be performed as additional services;
 Standby time, waiting on site access, and any weather-related delays will be billed on an hourly basis;
 Fugro will not be responsible for site reclamation of any impacts as a result of field exploration activities;
 Our crew will be able to work 10-hour days, Monday through Friday;  Decontamination of drilling equipment between boring locations will not be required;  Environmental assessment, evaluation, and/or analyses are outside the scope of this study;  Fugro reserves the right to seek equitable time and compensation for delays (including suspensions) and damages not caused by Fugro or those under its control, including any unknown underground obstructions, and changes to the work;  We will receive and address one round of consolidated comments from the design team;  The work will not be subject to Skilled and Trained Workforce Requirements as defined in Chapter 2.9 (Section 2600 et seq.) of the Public Contract Code;  The project will not be under a Project Labor Agreement; and  Work for the project will be subject to prevailing wage requirements.

Closure
This proposal can be considered valid for a period of 90 days, after which time Fugro reserves the right to revise the proposal prior to receiving authorization for our services. We anticipate our services will be performed under a mutually agreeable contract between the City and Fugro.

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04.P0252280 P-001(04) Cathedral Oaks Road Stabilization Project

We look forward to working with the City of Goleta and to providing geotechnical services for the stabilization of portions of Cathedral Oaks Road. Please call our office if you have any questions regarding information presented in this proposal.

Sincerely,
Gregory S. Denlinger, GE
Principal Engineer
Medji Sama, PhD, PE
Principal Engineer
Copies Submitted: (PDF) Addressee
DocuSign Envelope ID: 7892E70C-80D0-4F5F-B192-82FF255DD39F 33 City of Goleta

04.P0252280 P-001(04) Cathedral Oaks Road Stabilization Project

Document Control
Document Information
Project Title Cathedral Oaks Road Stabilization Project, Goleta, California Project Type Proposal for Geotechnical Engineering Services Document Type Proposal
Fugro Project No. 04.P0252280
Fugro Document No. 04.P0252280-P-001
Version Number 04
Version Status Final
Fugro Legal Entity Fugro USA Land
Issuing Office Address 4820 McGrath Street, Suite 100, Ventura, California 93003 Client Information
Client
Client Address 130 Cremona Dr # B, Goleta,
CA 93117
Client Contact Carrie Autumn Glaeser
Revision History
Issue Date Status Comments on Content Prepared
By
Checked
By
Approved
By
01 March 15, 2024 Draft Submitted for Review GSD MS MS
02 April 4, 2024 Draft Address comments and
resubmit draft proposal GSD MS MS
03 April 11, 2024 Final Address comments and submit
as final GSD MS MS
03 April 25, 2024 Final Revised GSD MS MS
Project Team
Initials Name Role
GD Gregory S. Denlinger, GE Principal Engineer
MS Medji Sama, PE Principal Engineer/Southern California Manager

DocuSign Envelope ID: 7892E70C-80D0-4F5F-B192-82FF255DD39F 34 City of Goleta
Public Works Department Agreement with Fugro

EXHIBIT B

SCHEDULE OF FEES

DocuSign Envelope ID: 7892E70C-80D0-4F5F-B192-82FF255DD39F 35 2024 | Western US Regional Fee Schedule

2024 Western US and International Projects Fee Schedule Analysis, Consultation and Report Preparation
Fees for Fugro professional services, including project administration and travel time between home office and project locations, are based on the time of professional, technical, and other support personnel directly applied to the project. Rates for overtime (other than as described below), weekend work, and emergency response will be quoted upon request. Personnel participating in judicial proceedings, whether it be expert of witness testimony, delivery of depositions, consultation to legal counsel, or preparation for such, will be billed at $525 per hour. Rates for overtime (other than as described below), weekend work, and emergency response will be quoted on request.

Professional Staff Hourly Rate
Staff Professional .............................................................................................................................................................................................. $165 Senior Staff Professional ................................................................................................................................................................................ $190 Project Professional ......................................................................................................................................................................................... $205 Senior Project Professional ........................................................................................................................................................................... $215 Senior Professional .......................................................................................................................................................................................... $240 Associate Professional .................................................................................................................................................................................... $255 Principal Professional ....................................................................................................................................................................................... $305 Vice President / Senior Principal Professional ...................................................................................................................................... $355 Technical and Office Staff Hourly Rate
Office Assistant ..................................................................................................................................................................................................... $95 Technical Assistant/Records Coordinator ............................................................................................................................................... $110 Word Processor/Clerical ................................................................................................................................................................................ $120 Laboratory Technician .................................................................................................................................................................................... $130 Graphics Illustrator ........................................................................................................................................................................................... $145 HSE Manager ..................................................................................................................................................................................................... $215 Engineering Field Technician – Non-Prevailing Wage, Straight Time .......................................................................................... $145 Engineering Field Technician – Prevailing Wage, Straight Time ..................................................................................................... $170 Overtime Rates for Technical and Office Staff
a. Saturdays or over 8 hours/day during weekdays .............................................................................................1.5 x straight time b. Saturdays over 8 hours or Sunday/holidays .......................................................................................................2.0 x straight time c. Swing or graveyard shift premium .........................................................................................................................1.3 x straight time Other Direct Charges
Outside Services ............................................................................................................................................................................. Cost Plus 15% Prevailing Wage/Certified Payroll ...................................................................................................................................................... $225/day Automobiles ........................................................................................................................................................... IRS Standard Mileage Rate DocuSign Envelope ID: 7892E70C-80D0-4F5F-B192-82FF255DD39F 36 2024 | Western US Regional Fee Schedule

Basic Field Vehicle ................................................................................................................................................................................... $135/day Field Vehicle with Sampling and Logging Equipment .............................................................................................................. $225/day IMASW Equipment ................................................................................................................................................................................. $485/day Topcon IS Imaging Station / DGPS .................................................................................................................................................. $235/day Rope Safety Equipment ........................................................................................................................................................................ $200/day Toughbook Computers ........................................................................................................................................................................... $70/day Workstation Applications ....................................................................................................................................................................... $70/day Generator ...................................................................................................................................................................................................... $40/day Trench Supplies ......................................................................................................................................................................................... $12/foot Plotter Generated Maps ........................................................................................................................................................................ $7/sheet Copies (photocopy) .............................................................................................................................................................................. $.23/sheet Hardware/Software Interpretive Programs
SMT/Fledermaus ............................................................................................................................................................................................ $40/hr GIS/ACAD ......................................................................................................................................................................................................... $40/hr Finite Element/Finite Different Packages ............................................................................................................................................. $40/hr Seismic Data Processing ............................................................................................................................................................................. $40/hr Laboratory and Specialty Testing and Equipment See Separate Schedules *Outside services include subcontracted services, outside consultants, outside laboratory testing, equipment rentals, outside reproduction and photographic work, travel and subsistence, field supplies, and any other out of pocket expenses directly related to the project.

Applicability
Fee Schedule is subject to periodic revision, typically at the first of the year. Rates apply only to services provided in the Western United States and internationally from United States offices, unless otherwise noted. Rates may vary for complex projects, or personnel in other locations and will be provided upon request.

Fee Schedule is subject to periodic revision, typically at the first of the year.

Effective 01/01/2024

DocuSign Envelope ID: 7892E70C-80D0-4F5F-B192-82FF255DD39F 37 2024 Western US and International Projects
Laboratory and Materials Testing Fee Schedule
2024 Western Fee Schedule | Laboratory and Materials Testing Fee Schedule

Classification Tests
Moisture Content (ASTM D2216) ............................................ $ 34 Moisture and Density (ASTM D2937) ..................................... $ 61 - add for shelby tube with above tests ........................ $ 30 Reaction with HCl (ASTM D2488) ............................................. $ 13 Irregular Shape Density (USACE) .............................................. $ 67 Plastic and Liquid Limits, wet prep, 3 point LL
(ASTM D4318) ................................................................................... $ 218 Specific Gravity (ASTM D854) ..................................................... $ 159 Organic Content (ASTM D2974) ............................................... $ 122 Sand Equivalent (ASTM D2419) ................................................ $ 116 Sieve Analysis, up to 8 sieves (ASTM D422) ........................ $ 146 - add for each additional sieve in stack....................... 13 - add for coarse fraction (>#4 sieve) ............................ $ 97 Percent Passing #200 Sieve (ASTM D1140) ........................ $ 103 Hydrometer and Sieve (ASTM D422) ..................................... $ 212 Processing Clay Shales (USACE) ................................................ $ 91 Tests listed above include classification
(ASTM D2488 or D2487)
Volume Change Tests
Incremental Consolidation (ASTM D2435)
- up to 8 load increments ................................................... $ 485 - additional load increment ............................................... $ 61 Constant Rate of Strain Consolidation
- to 16 ksf max (ASTM D4186) ......................................... $ 516 - with intermediate rebound and reload .................... $ 607 Expansion Index (ASTM D4829/UBC 29-1) .......................... $ 286 Swell and Collapse Tests
- wet after load, 4 point (ASTM D4546-A) ................. $ 728 - wet after load, 1 point (ASTM D4546-B) ................. $ 194 - load after wet, 1 point (ASTM D4546-C) ................. $ 243 Static Strength Tests
Hand Penetrometer ......................................................................... $ 19 Torvane .................................................................................................. $ 30 Miniature Vane (ASTM D4648) .................................................. $ 61 Miniature Vane with Residual .................................................... $ 67 Unconfined Compression
- Soil (ASTM D2166) .............................................................. $ 134 - Rock, excludes strain (ASTM D7012-C) .................... $ 170 - Rock, with axial strain (ASTM D7012-D) .................. $ 334 - add for radial strain ............................................................ $ 151 Triaxial Compression
- Unconsolidated Undrained (ASTM D2850) ............ $ 188 - add for back pressure saturation ................................ $ 122 - *Consolidated Undrained with pore pressure
measurements, per point (ASTM D4767) ............................. $ 607 - *Consolidated Drained, per point (USACE) ............ $ 789 Direct Shear, 3 points, (ASTM D3080) .................................... $ 546 - add for residual strength, per point .......................... $ 61 Point Load Index (ASTM D5731) .............................................. $ 72 *Multiply single point rate by 2 for up to 3 stages of
consolidated, drained or undrained staged triaxial tests Hydraulic Conductivity Tests
Constant Head, 2-3” Dia. (ASTM D2434) .............................. $ 353 Constant Head, 6” Dia. Includes remolding
(ASTM D2434) .................................................................................... $ 455 Flexible Wall (ASTM D5084) ........................................................ $ 485 - add for additional effective stress .............................. $ 122 Clay Properties & Chemistry Tests
Double Hydrometer (ASTM D4221) ....................................... $ 353 Pinhole Dispersion (ASTM D4647) .......................................... $ 328 Crumb Test (ASTM 6572) ............................................................. $ 55 X-Ray Diffraction .............................................................................. $ 364 Soil Chemistry for Corrosion
(pH, chloride, sulfate, resistivity) ..................................... $ 303 pH (soil or water)................................................................... $ 67 Earthwork Tests
Standard Proctor, 4 points (ASTM D698)
- 4-inch mold............................................................................ $ 255 - 6-inch mold............................................................................ $ 297 Modified Proctor, 4 points (ASTM D1557)
- 4-inch mold............................................................................ $ 303 - 6-inch mold............................................................................ $ 334 California Impact Compaction (Cal 216) ............................... $ 303 Moisture - Density Check Point
- 4-inch mold............................................................................ $ 97 - 6-inch mold............................................................................ $ 127 - add for rock correction for above .............................. $ 110 Cement/ Lime Treatment
- Moisture/Density Relation (ASTM D558) ...................... $ 339 - Wet & Dry Cycles, 2 spec., (ASTM D559) ................ $ 620 - Strength, w/ molding, (ASTM D1633)....................... $ 116 - Est. pH for Stabilization, (ASTM D6276) .................. $ 255 Index Density and Unit Weight (ASTM D4253)
Maximum ................................................................................... $ 382 Minimum .................................................................................... $ 164 R-Value (ASTM D2844/Cal 301) ................................................ $ 389 Treated Soil ............................................................................... $ 406 Aggregate Base ....................................................................... $ 418 DocuSign Envelope ID: 7892E70C-80D0-4F5F-B192-82FF255DD39F 38 2024 Western Fee Schedule | Laboratory and Materials Testing Fee Schedule

Base with Admixture ............................................................. $ 437 CBR, per point (ASTM D1883) .................................................... $ 413 Proctor Compaction with above CBR ..................................... $ 255 Surcharge for Admixture .............................................................. $ 61 Sample Preparation for Soil with PI>20 ................................ $ 67 Aggregate Tests
Sieve Analysis (ASTM C136/Cal202)
- Coarse Aggregate ............................................................... $ 97 - add for samples > 5000g ................................................ $ 349 - Fine Aggregate .................................................................... $ 146 Sand Equivalent (ASTM D2419/Cal 217) ............................... $ 116 Cleanness Value (ASTM C142/Cal 227) ................................. $ 183 Durability Index (ASTM C3744/Cal 229)
- Coarse Fraction..................................................................... $ 170 - Fine Fraction .......................................................................... $ 170 Specific Gravity & Absorption
- Coarse Aggregate (ASTM C127/Cal206) ................ $ 97 - Fine Aggregate (ASTM C128/Cal 207) .................... $ 151 % Crushed Particles, per fraction
(ASTM D5821/Cal 205) .................................................................. $ 122 Flat & Elongated Particles (ASTM D4791) ............................ $ 218 Uncompacted Void Content of Fine Aggregate
(AASHTO T304) .................................................................................. $ 243 Moisture Content (ASTM C566) ............................................... $ 72 Sulfate Soundness, per fraction
(ASTM C88/Cal 214) ........................................................................ $ 151 L.A. Abrasion 500 rev. (ASTM C131/Cal 211) ...................... $ 261 - add for 100 rev ..................................................................... $ 61 Percent Passing #200 Sieve (ASTM C117) .......................... $ 103 Unit Weight and Voids (ASTM C29/Cal 212) ...................... $ 116 Organic Impurities (ASTM C40) ................................................. $ 61 Asphalt Concrete Tests
Stabilometer Value, 3 briquettes
(ASTM D1560/Cal 366) .................................................................. $ 425 Lab Compacted Unit Weight
- each briquette (Cal 304/Cal 308) ................................. $ 134 - surcharge for rubberized AC ......................................... $ 24 Unit Weight of AC Cores (Cal 308) .......................................... $ 79 Theoretical Max. S.G. (Cal 309) .................................................. $ 183 Extraction and Sieve (ASTM D2172/D5444) ........................ $ 382 Asphalt Content by Ignition (Cal 382) .................................... $ 183 Calibration Curve for Ignition Test ......................................... $ 425 Slurry Wet Track Abrasion (ASTM D3910) .......................... $ 116 Concrete, Masonry, and Steel Tests
Concrete Compression
- Each 6x12 or 4x8 Cylinder (ASTM C39) .................... $ 43 - Add for Elastic Modulus (ASTM C469) ..................... $ 224 -Hold or Additional Test .................................................... $ 43 - Light Weight Concrete (CTM 548) .............................. $ 48 Cylinder Molds with Lids .............................................................. $ 9 Compression of Core (ASTM C42) ........................................... $ 110 Shrinkage of Mortar and Concrete 3 Bars
(ASTM C157) ............................................................................. $ 533 Unit Weight of Concrete Cylinders
- Air-Dried .................................................................................. $ 37 - Oven-Dried ............................................................................ $ 48 Shotcrete Panel, Lab Coring & Compression
- 3 cores (ASTM C42)............................................................ $ 455 Grout and Mortar Compression (ASTM C39)
- Grout ......................................................................................... $ 55 - Mortar ....................................................................................... $ 48 Composite Prism Compression (ASTM E447)
- 8x8 ....................................................................................... Quote - 8x12 ...................................................................................... Quote - 8x16 ...................................................................................... Quote CMU Block Compression (ASTM C140) ............................. Quote CMU Absorption & Moisture (ASTM C140) ........................ $ 116 Concrete Moisture Emission Test Kit, each ......................... $ 72 Rebar - Tensile and Bend (ASTM A-370) ........................... Quote Miscellaneous Laboratory Tests and Charges
Sample Remold Surcharge .......................................................... $ 61 Special Processing .......................................................... Hourly Rates Extrude Tube Sample and Visually Classify ......................... $ 85 Sample Tube Cutting, each cut ................................................. $ 30 Sample Preparation - Non-Routine ........................................ $ 122 Steel Drum - 55 Gallon with Lid ................................................ $ 97 Gas Powered Generator ................................................................ $ 97 Shelby Tube with Caps .................................................................. $ 55 Addition of Soil Admixtures and Curing ............................... $ 116 Capping of Strength Test ............................................................. $ 48 Weight of Roofing Materials (ASTM D2829) ...................... $ 61 Density of Sprayed Fireproofing Materials .......................... $ 72 Static Friction Test
- Per Surface Location (ASTM C1028) .......................... $ 457 Coring Equip/Bit Charge, per half day ................................... $ 103 Bit Charge - Difficult Materials, per half day....................... $ 122 Specimen End Prep
- Less than 4” Diameter, per cut ..................................... $ 15 - 4” to 8” Diameter, per cut ............................................... $ 22 Special Capping of Specimen .................................................... $ 48 Patch or Grout Core Hole............................................................. $ 43 DocuSign Envelope ID: 7892E70C-80D0-4F5F-B192-82FF255DD39F 39 2024 Western Fee Schedule | Laboratory and Materials Testing Fee Schedule

Photograph of Sample .................................................................. $ 48 Additional Copies of Photographs ............................. Cost + 15% Local Site Pick up of Laboratory Sample(s)
- within 30-mile radius, up to 200 lbs .......................... $ 103 Notes:
1) Remaining portions of tested samples will be disposed of 60 days after project completion without notice.

Untested bulk samples can be returned to client at
client's expense or stored at a fee of $17 per bag per
month.
2) Fugro USA Land, Inc.’s laboratories are accredited or validated by AASHTO (R-18), Caltrans, USACE,
DSA/(LEA).
3) The following are included at NO CHARGE:
a) Visual classification, natural water content and
density with all triaxial, direct shear, volume change, and hydraulic conductivity tests.
b) Sample photographs for triaxial, hydraulic
conductivity, and PLI tests.
4) Rates for other tests and test variations, including mix designs, can be furnished on request.
5) Rush assignments are subject to a 25% surcharge.

Weekend or Holiday test assignments are subject to a
50% surcharge.
6) Testing for contaminated samples (EPA Level C & D)
will be invoiced at 1.5 times listed rates.
7) Shipping or other outside costs at cost +15%.
8) Reusable thin-walled tube shipping boxes (ASTM
D4220) can be provided at no cost (except for
shipping charges) for samples shipped to Fugro’s
laboratory for testing.
9) Please contact the laboratory prior to shipping
international soils to make proper arrangements and
obtain our foreign soil permit.
10) A surcharge of $2 per linear foot of test boring depth will be added to cover the cost of standard
engineering field supplies including sample tubes and
caps, stakes, etc.

Fee Schedule is subject to periodic revision, typically at the first of the year.

Field Instrumentation/Equipment
Mini RAE (PID/LEL/COs) Detector ............................. $ 183/day Dynamic or Stainless-Steel Penetrometer ............ $ 61/day Brass or Stainless-Steel Sample Sleeves ................ $ 9/each Use of 10 Modified Cal. Sleeves ................................ $ 37/box Keyed-Alike Locks ........................................................... $ 30/each 55-gallon Drum ................................................................ $ 97/each Field Filter ........................................................................... $ 30/unit Stainless Steel Hand-Auger Sampler ...................... $ 61/day Teflon Tape - 4” roll ....................................................... $ 91/roll Liquinox ............................................................................... $ 27/bottle Tyvek..................................................................................... $ 19/each Nitrile Gloves ..................................................................... $ 24/box Respirator Cartridges ..................................................... $ 13/set Inclinometer Probe and Readout Device .............. $ 226/day Rotary Hammer ................................................................ $ 48/day CPN Corp. Hydroprobe................................................. $ 91/day Double-Ring Infiltrometer ........................................... $ 91/day Downhole Soil Samplers .............................................. $ 91/day (2½-inch California liner, SPT)
Kernlevel ............................................................................. $ 24/day 24-Channel Seismograph ............................................ $ 1820/wk Instantel Mini Mate Pro4 Vibration Monitor ....... $ 183/day Instantel Mini Mate Pro 6 Vibration Monitor ...... $ 243/day Larsen/Davis LXT Sound Monitor ............................. $ 146/day Nuclear Gauge .................................................................. $ 61/day Manometer ........................................................................ $ 67/day Asphalt/Concrete Patch ................................................ Cost +15% Baroid Drilling Fluid Test Kit ....................................... $ 37/day Conductivity Probe (in situ) ........................................ $ 67/day Fisher TW-6 Metal Detector ....................................... $ 61/day Gas Powered 120v Generator .................................... $ 97/day Peristaltic Pump ............................................................... $ 61/day Positive Displacement Pump ...................................... $ 30/day Temperature-pH-Conductivity Meter..................... $ 30/day Pressure Transducer ....................................................... $ 91/day Water Level Indicator .................................................... $ 24/day Water Sampling Pump .................................................. $ 243/day (Bladder Pump or Electric Submersible)
Well Bailer - Standard ................................................... $ 30/day Well Bailer - Disposable ............................................... $ 19/each 2-inch Diameter Water Meter .................................... $ 24/day 4-inch Diameter Water Meter .................................... $ 48/day Well Cap 2” ........................................................................ $ 26/each Digital Camera .................................................................. $ 30/day Field Computer ................................................................ $ 37/day Subcontracted Specialty Equipment ....................... Cost + 15% DocuSign Envelope ID: 7892E70C-80D0-4F5F-B192-82FF255DD39F 40 City of Goleta
Public Works Department Agreement with Fugro

EXHIBIT C

FEDERAL CONTRACT PROVISIONS
During the performance of this contract, Fugro USA Land, 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 DocuSign Envelope ID: 7892E70C-80D0-4F5F-B192-82FF255DD39F 41 City of Goleta
Public Works Department Agreement with Fugro

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, fo r 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)
DocuSign Envelope ID: 7892E70C-80D0-4F5F-B192-82FF255DD39F 42 City of Goleta
Public Works Department Agreement with Fugro

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
DocuSign Envelope ID: 7892E70C-80D0-4F5F-B192-82FF255DD39F 43 City of Goleta
Public Works Department Agreement with Fugro

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 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 DocuSign Envelope ID: 7892E70C-80D0-4F5F-B192-82FF255DD39F 44 City of Goleta
Public Works Department Agreement with Fugro

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 appl icant.

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 DocuSign Envelope ID: 7892E70C-80D0-4F5F-B192-82FF255DD39F 45 City of Goleta
Public Works Department Agreement with Fugro

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, 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 DocuSign Envelope ID: 7892E70C-80D0-4F5F-B192-82FF255DD39F 46 City of Goleta
Public Works Department Agreement with Fugro

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

D. A
ppendix II to Part 200 (E) – Contract Work Hours and Safety Standards Act:
i. I
f 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.
ii. N
o 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
DocuSign Envelope ID: 7892E70C-80D0-4F5F-B192-82FF255DD39F 47 City of Goleta
Public Works Department Agreement with Fugro

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 e 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 (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.

DocuSign Envelope ID: 7892E70C-80D0-4F5F-B192-82FF255DD39F 48 City of Goleta
Public Works Department Agreement with Fugro

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.”

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).

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Public Works Department Agreement with Fugro

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.

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 DocuSign Envelope ID: 7892E70C-80D0-4F5F-B192-82FF255DD39F 50 City of Goleta
Public Works Department Agreement with Fugro

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 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:

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Public Works Department Agreement with Fugro

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 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.

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Public Works Department Agreement with Fugro

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.

DocuSign Envelope ID: 7892E70C-80D0-4F5F-B192-82FF255DD39F 53 ATTACHMENT 2

Agreement for Professional Design Services with Stantec Consulting Services Inc

54 City of Goleta
Department of Public Works and Stantec, Inc.

Project Name: Cathedral Oaks Road and Crib Wall Project (CIP 9053)

AGREEMENT FOR PROFESSIONAL DESIGN SERVICES

BETWEEN THE CITY OF GOLETA
AND
STANTEC INC.

This AGREEMENT FOR PROFESSIONAL DESIGN 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 STANTEC INC. , a Corporation (herein referred to as
"CONSULTANT").

SECTION A. RECITALS

1. The CITY has a need for professional design services for the Cathedral Oaks Road and Crib Wall Project; and

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

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

4. The City Council, on this _____ day of _______, 20___, approved this AGREEMENT and authorized the City Manager to execute the AGREEMENT.

SECTION B. TERMS

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

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

Professional Design Services in conjunction with the Cathedral Oaks Road and Crib Wall Project shall generally include design of the 55 City of Goleta
Department of Public Works and Stantec, Inc.

project 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 $673,000 (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, 2025, after which any change in said rates and expenses must be approved in writing by CITY's Project Manager as described in Section 5 (CITY is to be given 60 days notice of any rate increase request), provided the not to exceed amount is the total compensation due CONSULTANT for all work described under this AGREEMENT.
(b) Payment . CONSULTANT shall provide CITY with written verification of the actual compensation earned, which written verification shall be in a form satisfactory to CITY's Project Manager, as described in Section 5.

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

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

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

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

3. 56
City of Goleta
Department of Public Works and Stantec, Inc.

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

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

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

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

9. HOLD HARMLESS AND INDEMNITY
(a) Indemnification and Defense for Professional Service. To the fullest extent permitted by law, Consultant shall indemnify, defend and hold 57 City of Goleta
Department of Public Works and Stantec, Inc.

harmless the CITY and any and all of its officials, employees and agents (“Indemnified Parties”) from and against any and all claims, losses, liabilities, damages, costs and expenses, including attorney’s fees and costs, to the extent they arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT. CONSULTANT’s duty to defend shall consist of reimbursement of defense costs incurred by CITY in direct proportion to the CONSULTANT’s proportionate percentage of fault. CONSULTANT’s percentage of fault shall be determined, as applicable, by a court of law, jury or arbitrator. In the event any loss, liability or damage is incurred by way of settlement or resolution without a court, jury or arbitrator having made a determination of the CONSULTANT’s percentage of fault, the parties agree to mediation with a third party neutral to determine the CONSULTANT’s proportionate percentage of fault for purposes of determining the amount of indemnity and defense cost reimbursement owed to the CITY.
(b) For All Other Liabilities. Notwithstanding the foregoing and without diminishing any rights of CITY, for any liability, claim, demand, allegation against CITY arising out of, related to, or pertaining to any act or omission of CONSULTANT, but which is not a design professional service, CONSULTANT shall defend, indemnify, and hold harmless CITY, its officials, employees, and agents (“Indemnified Parties”) from and against any and all damages, costs, expenses (including reasonable attorney fees and expert witness fees), judgments, settlements, and/or arbitration awards, whether for personal or bodily injury, property damage, or economic injury, and arising out of, related to, any concurrent or contributory negligence on the part of the CITY, except for the sole or active negligence of, or willful misconduct of the CITY.
(c) No Waiver. ClTY does not waive, nor shall be deemed to have waived, any indemnity, defense or hold harmless rights under this section because of the acceptance by CITY, or the deposit with CITY, of any insurance certificates or policies described in Section 10.

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

Insurance shall include the following (or broader) coverage:

a) Insurance Services Office Commercial Liability coverage “occurrence” form CG 00 01 or its exact equivalent with an edition date prior to 2004 58 City of Goleta
Department of Public Works and Stantec, Inc.

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.

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

59 City of Goleta
Department of Public Works and Stantec, Inc.

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

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

CONSULTANT waives its right of recovery against CITY.

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

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

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

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

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

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

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

16. WAIVER; REMEDIES CUMULATIVE
Failure by a party to insist upon the strict performance of any of the provisions of this AGREEMENT by the other party, irrespective of the length of time for which such failure continues, shall not constitute a waiver of such party's right to demand strict compliance by such other party in the future. No waiver by a party of a default or breach of the other party shall be 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 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. 62 City of Goleta
Department of Public Works and Stantec, Inc.

21. NONDISCRIMINATION
The City reaffirms its ongoing commitment to equality in the conduct of City business, and prohibits any policy, plan, program, custom or practice, including harassment, in the conduct of City business. No discrimination or discriminatory practice shall occur in either employment of persons for, or completion of, the work contemplated by this Agreement, when such discrimination is based on race, color, national origin, or ancestry; religion; sex; gender, gender identity, gender expression, or gender transitioning status; physical disability, mental disability, medical condition, or genetic information; marital or domestic partner status; citizenship status; age; sexual orientation; exercising a legally protected right to an employment leave of absence; status as a victim of domestic violence, sexual assault, or stalking; reproductive health decision-making, or any other classification protected under state or federal law. Among other possible violations of law, a violation of this section exposes CONSULTANT to the penalties provided for in Labor Code Section 1735.

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 63 City of Goleta
Department of Public Works and Stantec, Inc.

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:

TO CONSULTANT:

Attention: Robert Nisbet, City Manager
City of Goleta
130 Cremona Drive, Suite B
Goleta, CA 93117
Attention: Carrie Poytress
Stantec Consulting
Inc.
200 E. Carillo Street, Suite 101
Santa Barbara, CA 93101
64 City of Goleta
Department of Public Works and Stantec, Inc.

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

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

CITY OF GOLETA CONSULTANT

_____________________________ _____________________________ Robert Nisbet, City Manager Tama Snow, Vice President

_____________________________
Theresa Jang,
Chief Financial Officer

ATTEST

_____________________________
Deborah Lopez, City Clerk
APPROVED AS TO FORM:

MEGAN GARIBALDI, CITY ATTORNEY
_____________________________
Scott Shapses, Deputy City Attorney
65 City of Goleta
Department of Public Works and Stantec, Inc.

EXHIBIT A

SCOPE OF WORK

66 Stantec Consulting Services Inc.
200 East Carrillo Street Suite 101, Santa Barbara, CA 93101-2317

April 26, 2024
File: 184083000
Attention: Ms. Autumn Glaeser, PE
City of Goleta
130 Cremona Drive, Suite B
Goleta, CA 93117
Dear Ms. Glaeser,
Reference: Cathedral Oaks Crib Wall Emergency Repair Project- Qualifications and Proposal Stantec is pleased to submit our qualifications and proposal to provide engineering design services for the City of Goleta for the Cathedral Oaks Crib Wall Emergency Repair Project (Project).

Qualifications
A. Litigation, Arbitration, and Negotiated/ Settled History Below is a comprehensive table settled history with
previous clients within the State of California in the past five years. The table includes the issues in the litigation, the status of the litigation, names of parties, and outcome.

PROJECT NAME, LOCATION &
OWNER

DESCRIPTION OF CLAIM
Long Beach MUST Pilot Testing
Long Beach, California
Owner- City of Long Beach
Intact Insurance v City of Long Beach, Stantec Consulting Services Inc. et al; USDC, Central District; Case No. 2:21cv-03907-SB-SP; served on May 20, 2021; Allegations from equipment supplier of damage to equipment arising from operation by City/Stantec. Claim amount in excess of $200,000. Settled and dismissed April 2022. 1111 Arroyo Building
Los Angeles, California
Owner - Art Center College of
Design
Art Center College of Design v Pacific National Group, et al.; Superior Court, County of Los Angeles; Case No. 20STCV45144; Cross Complaint against Stantec Consulting Services Inc. Allegations regarding problems with mechanical system in new building. Claim amount unspecified. Filed January 25, 2021. Settled and dismissed, January 2024.

North County Jail
Santa Maria, California
Owner - County of Santa Barbara
County of Santa Barbara v Rosser International, Inc. Superior Court County of Santa Barbara; Case No. 19CV03608; Cross Complaint against Stantec Consulting Services Inc. served February 2020.

Allegation regarding incomplete information in water delivery study.

Claim amount unspecified. Stantec dismissed by cross-claimant. 67 April 26, 2024
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Reference: Cathedral Oaks Crib Wall Emergency Repair Project- Qualifications and Proposal

PROJECT NAME, LOCATION &
OWNER

DESCRIPTION OF CLAIM
Tulloch Hydroelectric Project
Calaveras/Tuolumne Counties,
CA
Owner Tri-Dam Project, JV
Tri-Dam Project v. MWH Americas, Stantec Consulting Services Inc., et al.; Superior Court, County of Tuolumne, Case No. CV61638.

Allegation re design errors in design of access road; commenced May 2017; claim amount in excess of $3M; settled and dismissed June 2022.

Windy Ridge Tank
Anaheim, CA
Owner City of Anaheim
Kana Engineering Group, Inc. v City of Anaheim; Superior Court, County of Orange, Case No. 30-2018-00978399-CU-BC-CJC.

Indemnity against Stantec for claim made by Kana Engineering against the City of Anaheim. The City is involved in a dispute with Kana Engineering for wrongful termination of its contract. After awarding the contract to construct the project to Kana, the City initially delayed its NTP to Kana due to problems clearing vegetation City
realized its background survey information was inaccurate, resulting in problems with the plans prepared by Stantec. Settled and closed November 2020.

B. Form of Agreement
We have reviewed your professional design services form of agreement, and should we be selected for this form of agreement terms and conditions without changes.

C. Firm Profile
Stantec, a corporation founded in 1954, unites more than 28,000 employees working in over 400 locations across six continents. We have provided infrastructure improvements, wall system design, grading and drainage, multi-modal paths, and miscellaneous engineering support services in Southern California for nearly seven decades.

With more than 1,000 water resources and community development specialists in California, we provide a full
in conducting multi-objective, large-scale, and complex projects, applying the most advanced and state-of the-art technologies, demonstrating world-class engineering expertise in the design of major infrastructure projects. The collective expertise resulting from decades of service to the industry resides within Stantec as a company, as well as the individual key personnel on our proposed project team.

Through our extensive experience in California, we have developed the expertise and project management systems that exceed quality, safety, budget, and schedule goals. Stantec has the local resources necessary

The Stantec team brings extensive experience in all design disciplines for retaining wall replacements including industry-leading expertise in seismic assessment. Wework together with our clients to consider, strategize, and develop solutions that manage capital cost constraints and project phasing, practicability, conflicts with existing utilities and structures, maintenance accessibility, permitting requirements, and construction impacts to the community.
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For 30+ years, Stantec has partnered with our clients to successfully apply for grants and loans and have helped our clients secure over $4 billion in funding. Funding services is a natural and complementary extension of the other technical and professional services we offer as a firm. With Stantec, from concept to construction you have an integrated team of resources at your fingertips not only grant writers, but over 150 funding experts and experienced financial consultants. We have a team of funding advisors that have decades of experience developing financial plans and securing grants and loans and have successfully leveraged our technical offerings into our funding services to create robust applications that wow funding agencies.

D. Previous Experience of Similar Nature
projects has been refined by continually applying and developing that knowledge locally and around the world. We are committed to providing the City
Cities and agencies throughout California and across the country. Our project experience highlighted in this document demonstrates our successful history of delivering projects of similar size and complexity, emphasizing how our relevant experience aligns with your potential scope of work. Our listed projects experience.

1. Sacramento Railyards Brownfield Development | City of Sacramento and Downtown Railyard Venture LLC | Sacramento, CA
considered the largest infill brownfield development in the country. Once home to the western terminus of the historic transcontinental rail lines, this mixed-use, transit-oriented redevelopment is designed for 12,000 multi-family housing units, 2.4 million square feet of office, and 1.9 million square feet of retail, hotel, and other commercial space. With 29 acres of parks and open space, the Railyards will be home to nearly 30,000 residents at completion.

Of the needed $700 million in infrastructure improvements, the Railyards received nearly $300 million in federal, state, and local funding support. Supporting the City of Sacramento and the Downtown Railyard Venture LLC, Stantec played a key role in identifying and securing this funding.

Numerous projects have been designed and some are under construction, including six freight and passenger rail lines, new above and below ground passenger facilities and rail support, three major overpasses crossing rail, three tunnels under rail, numerous arterial roads, retaining walls for roadway construction, and deep high-capacity utilities. Winner of numerous awards, the Railyards is simultaneously undergoing a $200 million soil, vapor, and groundwater cleanup effort. The money, applied to a variety of planning, transportation, and environmental clean-up efforts, was instrumental in building momentum around the project and attracting private participation and investment. In addition to providing technical and design support to all aspects of land redevelopment, we helped identify, apply, and manage funding.

Key Staff: Carrie Poytress, David Palmer, Buddy Hain, Jonny Zukowski, and Katie Menzer

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Reference: Cathedral Oaks Crib Wall Emergency Repair Project- Qualifications and Proposal

2. Trilogy Enclave at Rice Ranch | Shea Homes | Orcutt, CA Shea Homes embarked on a journey to build an energy-efficient community in Orcutt, California, where -powered residences boast a variety of energy
saving features like low-E windows and high-efficiency HVAC equipment, designed to reduce or eliminate monthly electric bills.

Trilogy Enclave at Rice Ranch is the largest
residential development in Santa Barbara County 725 new residential units and 300 acres of public open space. With woodlands, meadows, hiking trails, and a 26-acre community park and sports complex this family friendly neighborhood has a lot to offer outdoor lovers of all ages.

As a significant partner in this monumental undertaking, our survey and civil engineering design services include grading and drainage, utilities, lot sizing, and neighborhood roadway design. From entitlement support, final grading, drainage design to construction staking, we were involved from start to finish.

Key Staff: Buddy Hain and Jonny Zukowski

3. Basins 2 and 3 Collection Systems Improvements | City of San Mateo | San Mateo, CA Wastewater Master Plan identified capital projects that, when constructed together, will provide a complete, system-wide elimination of storm-sewer system overflows during the design storm. The City divided the improvements into five design basins and ranked the project construction priority. The most critical upgrades are in Basins 2 and 3.

A series of technical, environmental, and social analyses were performed during this project. The results of the analyses indicate a series of critical upgrades for design and construction. Projects identified in Basins 2 and 3 include 11 relief sewers, 3 pump station replacement or upgrade projects, and an in-system storage facility.

The in-system storage facility includes a 5.3 MG buried concrete tank to temporarily store contents from the combined storm-sewer system during high rainfall events. Construction of the 5.3 MG storage tank required deep excavations in soils subjected to high groundwater. As part of the design process, tie-back shoring systems alternatives secant piles, deep-cement soil mixing walls, and diaphragm slurry walls were evaluated to confirm constructability.

Key Staff: David Palmer

4. Fish Screen Project | West Stanislaus Irrigation District | Stanislaus County, CA This project includes a 350-cfs intake and pump station on the San Joaquin River, sheet pipe retaining wall, an outfall structure, radial gate spillway structure, and multiple irrigation channel crossing structures. The river intake will use state-of-the-art technology for positive barrier fish screens that meet fish screen criteria per NOAA Fisheries and California Department of Fish and Wildlife. The pump station includes five vertical mixed flow pumps set in concrete caisson structures, a concrete collection structure, and a CMU Electrical Building.
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The project is in an area of high seismicity. Challenging geotechnical conditions included high groundwater and loose sands subject to liquefaction. Several project alternative configurations were developed during the preliminary engineering effort to arrive at the preferred alternative. The fish screens, pump caissons and collection structure are pile supported to mitigate liquefaction and poor foundation soil concerns. The existing grade at the pump station site is well below the 100-year flood elevation. A sheet pile retaining wall system is included to build-up the finished grade surrounding the pump station site above the 100-year flood elevation. The design was completed and is currently awaiting construction funding.

Key Staff: David Palmer

5. Fish Screen Intake Project | Patterson Irrigation District | Patterson, CA The $10 million Patterson Irrigation District Fish Screen Intake Project involved replacement of the existing pumping facility and its fish screens with a state-of-the-art structure with high profile bar fish screens. The intake pump station structure is a 144-foot-long pile-supported concrete structure built into the riverbank.

Upstream and downstream of the structure, retaining walls are incorporated to control scouring, support the elevated site grading, and transition back to the natural riverbank grading. The retaining walls include pile supported concrete walls, anchored sheet pile walls, and cantilevered sheet pile walls. At the discharge point into the irrigation canal, a reinforced concrete headwall is provided.

The project was awarded the 2011 Water Resources Project of the Year by the local Sacramento Chapter of ASCE, and the Statewide Association of California Water Agencies (ACWA), 2012 Clair A. Hill Excellence Award, as well as the 2012 ASCE Region 9 Water Project of the Year.

Key Staff: David Palmer
E. Key Personnel
support this project. Our team is that team. Our entire design team is located within California and our project manager is local to Santa Barbara. Site visits, regulatory meetings, and additional needs that arise can be scheduled and addressed quickly to maintain schedule and collaboration with City staff.

The proposed Stantec team has worked together on multiple projects. The value we bring is illustrated in our team, our success, and our clients who repeatedly engage our services. In addition to their individual qualifications, this proposed team has years of experience working together on projects throughout southern California, giving you a cohesive, collaborative team. The resumes are provided in Appendix A and provide more detailed information on the key team member roles, qualifications, and experience.

Project Understanding
accommodate the Winchester Commons housing development. Fill was added to the area to extend the road and to provide the housing pads between Cathedral Oaks Road and Winchester Circle. Two crib walls were added, Wall A and Wall B, to support Cathedral Oaks Road. Perforated 4-inch diameter polyvinyl 71 April 26, 2024
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Reference: Cathedral Oaks Crib Wall Emergency Repair Project- Qualifications and Proposal

chloride (PVC) subdrain pipe surrounded by 3/4-inch gravel wrapped in filter fabric was constructed in the existing flowlines of the canyons/ gullies to the toe of the walls. One subdrain pipe was constructed from the undeveloped lot, across the road, to Wall B, and out through the dissipation structure. The City noted that there is a continuous flow of water from these subdrains.

It is our understanding that there is significant erosion and subsidence around the existing crib walls and embankment slopes west of Cathedral Oaks Road between Winchester Canyon Road and Calle Real, and potentially soil voids under Cathedral Oaks Road. Due to safety concerns, the existing Class I bike path has been fenced off and plastic was placed over the area for multiple years to control storm water runoff.

However, on February 4, 2024, the City closed Cathedral Oaks Road to vehicular traffic between Calle Real and Winchester Circle after inspection reports showed additional erosion after the winter storms. The City reopened the road on April 18
th after a series of geotechnical testing was done that determined it was safe to reopen the road for the dry season. Due to the importance of this roadway, the City is expediting the repair/ replacement of the crib walls.

Cathedral Oaks Road right-of-way (ROW) is 104-feet wide, and the roadway was originally planned for two lanes in each direction. However, the road never saw the expected traffic, so the road was not widened, and the asphalt was stripped with only one lane in each direction. The existing asphalt pavement width is about 65 feet from the edge of the concrete gutter to the asphalt curb. The ROW includes an existing 6-foot sidewalk, 6-inch concrete curb, 2-foot concrete gutter, 3-foot bike lane, 10-foot-9-inch northbound lane, 11- foot-7-inch southbound lane, 5-foot-9-inch bike lane, 6-inch high and 10-inch wide asphalt curb, 16-foot-6- inch landscape swale, 8-foot asphalt bike path, and 8-foot-6-inch landscape area to the guardrail. If the road needs to be replaced as part of the wall construction, the City is interested in reducing the asphalt, whether it be removing the asphalt bike path or adjusting the road width.

The City is contracting with the Geotechnical Engineer, Fugro, for the additional geotechnical field work, testing, and an updated geotechnical engineering report. Stantec will work closely with the Fugro to confirm that the geotechnical report includes the information required to complete the structural design of the proposed wall.

Scope of Work
Based on our request from you, we understand the following scope of work will be required for this project:

Task 1 Preliminary Design Services

1.1 TOPOGRAPHIC MAPPING
Stantec will prepare a topographic base map of the project area. Survey limits are shown in blue on the image below.
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1.1.1 Right of Way Determination
Stantec will conduct research with the County of Santa Barbara to obtain recorded maps and documents pertaining to land boundaries and survey monumentation. Field surveying will be conducted to recover and tie the controlling survey monuments sufficient to analyze and compute the existing right of way boundaries of Cathedral Oaks Road and the northerly lines of Calle Real within the mapping area.

1.1.2 Topographic Survey
Perform a control survey to establish fixed horizontal and vertical targets to control an UAS (unmanned aerial systems) topographic survey. Survey control points, and topographic features will be referenced to SBCN NAVD88 State Plane or as directed by the client.

Obtain aerial imagery using a registered UAS rotorcraft that will fly patterns over the site. An FAA certified operator/coordinator and visual observer will keep visual contact with the unmanned aerial vehicle (UAV). The operator/coordinator for this operation will be the liaison to all FAA personnel for coordination and notifications for flight operation safety.

Generate Digital ortho-rectified image files.
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Perform supplemental ground survey to locate elevations and features not accurately defined by the aerial mapping. Visible surface features and critical structures used in design constraints shall be located including curbs, sidewalks, walls, median and parkway planters, drainage structures and facilities, trees larger tha
utility markings (accessible sewer and storm drain manholes will be opened and dipped to obtain invert elevation, pipe size and material). Pavement areas shall include crowns, flow lines, grade breaks, and speed bumps.

Create DTM (digital terrain model) and topographic base map in an AutoCAD drawing for the project base map, including a title sheet with

1.1.3 Utility Research and Base Mapping
Stantec will perform a record search utilizing USA Dig Alert and available record drawings. Using the USA Dig Alert database and our contacts with the various utility agencies, we will request available as-built data, and request information on existing facilities -
foot contour interval.

We will plot the information received from the utility providers on to the topographic map to prepare the utility base map and perform a site visit to verify all surface features on the basemap drawing. All information received from utility providers will be submitted to the City for record keeping.

Deliverables (Electronic to City PM):

Stantec will provide AutoCAD drawing and ortho-rectified image files via email, CD/DVD, or posting to our FTP site for this project. We will include a PDF of the topographic base map signed and sealed by a California Licensed Land Surveyor in a digital format. Hard copies available upon request.

The ortho-rectified image files will have a minimum pixel resolution of 0.25 feet (each pixel will be one -foot contour interval,
attached to the AutoCAD base map drawing.

Topographic Mapping Assumptions
This proposal was based on the following assumptions related to the proposed project:

In performing its services, Stantec may receive information prepared or compiled by others, including plans, CAD files, and/or other information. Stantec is entitled to rely upon the accuracy and completeness of said information, without independent evaluation or verifications. Stantec will not be held liable for any errors or omissions resulting from the use of plans or data provided by the client or

are not discretional elements or phases to be chosen or eliminated. Our fee to execute the individual tasks will be a Time & Materials/Not to Exceed basis of the total dollar amount shown. The incremental portions of that overall fee are presented for informational purposes only and are not to be considered, or used as, separate independent budgets.

Additional requirements may affect the proposed costs and items above.

Any existing easements requiring additional survey work to properly tie them to the boundary of the property are not included in this Scope of Services.
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If information depicted on the proposed survey should lead to further investigation by Stantec staff, additional fees may be incurred, and are not included within this Scope of Services. Stantec will handle requests of this nature under separate, written authorization.

If information depicted on the proposed survey should lead to further investigation by persons not connected to this firm, Stantec will not be held liable for costs associated with or any delays caused by said efforts.

1.2 Coordination with Geotechnical Engineer
The City will contract with the Fugro, for the additional geotechnical field work, testing, slope stability analyses, and an updated geotechnical engineering report. Stantec will work closely with Fugro to confirm that the geotechnical report includes the information required to complete the structural design of the proposed wall.

1.2.1 Review Geotechnical Report
Our Stantec Geotechnical Engineer with review the draft geotechnical engineering report by Fugro and provide comments.

1.2.2 Coordination Meetings with Geotechnical
We anticipate multiple meetings between Stantec and Fugro to discuss the field work findings and the geotechnical engineering report.

1.3 Wall Alternatives Analysis
In coordination with the Geotechnical E Structural Engineer will conduct an alternatives analysis to determine which retaining wall system (type) provides the highest-value long-term solution for the City. Based on the required height of the wall at some sections, it is anticipated that the wall system will need to incorporate tiebacks for at least a portion of the wall. The scope of work assumes that three retaining wall systems will be considered during the alternatives analysis phase. These may include secant pile, soldier pile, and soil nail walls. Based on the poor performance of the existing crib wall system, a crib wall will not be considered as an option. In addition to cost, the alternatives analysis will consider schedule and existing site constraints, including the property line proximity, slope, access limitations and the presence of the existing crib wall along the western side of Cathedral Oaks Road, as well as the existing housing development on the eastern side of the road.

The findings will be documented in an Alternatives Analysis Report and provided to the City for review and discussion.

Deliverables (Electronic to City PM):

Draft Alternatives Analysis Report (PDF to City PM)
Final Alternatives Analysis Report (PDF to City PM)
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Following the Draft Alternatives Analysis Report submittal, the City will provide one set of compiled comments and All
comments (agreed upon by City and Stantec) will be incorporated into the final report. The preferred retaining wall system will be selected with the City prior to the start of the 60% design work. Changing the retaining wall system type after the start of the 60% design may result in additional fees.

1.4 Landscape Architecture Concepts
In coordination with the Civil and Environmental team members Stantec Landscape Architects will prepare concept sections and plans to explore pedestrian and cyclist safety and circulation improvements along north side of Cathedral Oaks Road between Calle Real and Winchester Circle. Principles of Complete Streets will be taken into consideration. We will explore options of reducing the exiting impervious surfacing at the shared use path and roadway medians, as well as introducing possible stormwater infiltration in planting areas.

Stantec will submit three (3) concept alternatives that each include a section and segment plan to the City for review and selection of the final concept to be used in the final design submittals.

Deliverables (Electronic to City PM):

Three (3) concept alternatives (PDF to City PM)
Landscape Assumption:

We assume domestic municipal water service is available on-site for irrigation system design.

Task 2 Environmental Study

2.1 California Coastal Commission Coastal Development Permit The California Coastal Commission (CCC) has planning, regulatory, and permitting responsibilities, in

upon initial review, Stantec determined that the proposed Project occurs within the Coastal Zone and will therefore require a Coastal Development Permit (CDP). The City of Goleta is in the process of developing a Local Coastal Program (LCP); however, the final LCP is still subject to review and certification by the CCC.

As such, the City would be required to obtain a CDP directly from the CCC for the Project. 1:

Cover letter and project description.

Completed Application Form (including signatures of all applicants and agents as required by Section VII, Section VIII, Appendix A, and Appendix D below).
provided by Client).

1 CDP_Application_Form_scc.pdf
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Assessor Parcel Map(s) showing the proposed development site and all adjacent properties within 100 feet of the property boundary.

Vicinity map.

Two sets of full-size project plans, including Site Plan and other applicable plans and one set of

Environmental documents for the project (e.g., Notice of Exemption, Negative Declaration), including all comments and responses to date.

Technical reports (Wetlands Delineation, Biological Survey).

Verification of all other permits, permissions or approvals applied for or granted by other public agencies.

Declaration of Campaign Contributions (Appendix A).

Local approval of the project with local staff signature (Appendix B).

occupants, known interested persons, and government agencies, with a complete list of all names and addresses (Appendix C).

Declaration that the Notice of Pending Permit is posted as required (Appendix D).

Filing fee (Appendix E).

Stantec will address one round of consolidated comments on the draft CDP application package and will prepare a final CDP application package for submission to the CCC. This task includes preparing draft responses to two rounds of CCC comments during the permit review and processing period. Stantec will also address one round of consolidated City review comments on the draft responses to CCC comments and will prepare final responses for submittal to the CCC. pursuant to Section 13238.1, Title 14, California Code of Regulations. Pending completion of field studies and further design review, Stantec can provide a revised scope of work and fee to support the De Minimis Waiver processing through the CCC if deemed applicable.

Deliverables:

Draft permit application package (electronic format).

Final permit application package for the CDP (electronic format).

Draft responses to two rounds of comments/requests for additional information from the CCC (electronic format).

Final responses to two rounds of comments/requests for additional information from the CCC (electronic format).

CDP Assumptions:

Client will provide Stantec conceptual plans, project description information, 30% design plans to support Project permitting.

Client will provide site plan, topographic map, and grading/ drainage plan to support CDP application package.

Excludes CDP permit fees.
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2.2 California Environmental Quality Act Compliance
Projects consistent with the categorical exemptions described in Section 15300 of the California Code of Regulations are exempt from further California Environmental Quality Act (CEQA) analysis unless there is an exception to the exemption that would require further CEQA evaluation and disclosure (Section 15300.2). To determine whether an exception applies, the impacts of a project must be considered in the context of the existing environmental setting. The environmental setting (or baseline) consists of the existing environmental conditions in the vicinity of a project relevant to a particular resource as they exist at the time environmental analysis is commenced.

Based on preliminary review, Stantec assumes the Project would qualify for a CEQA categorical exemption.

As such, this task includes CEQA Exemption support including desktop screening of environmental resources within the Project area and surrounding project vicinity. The desktop screening will include the following issue areas at a high level in support of a CEQA Exemption, if deemed applicable:

Land Use, Land Cover Type, Zoning, Site Access
Agricultural Resources
Sensitive Receptors (Visual and Noise)
Flood Plains, Water Quality, Runoff Impacts
Geology/Soils/Topographical Features
Hazardous Materials
Wildfire Hazards
Information regarding Biological Resources (e.g., State and Federal listed wildlife and plant species, Critical Habitat, Sensitive Habitats, Wilderness Areas), Wetlands and Jurisdictional Waters, and Cultural and Tribal Resources will also be considered (refer to Tasks 2.4, 2.5, and 2.6).

Stantec will prepare a brief CEQA Exemption Memorandum outlining the results of the desktop screening for the above-noted issue areas, identification of the Categorical Exemption(s) that apply to the Project (if applicable), as well as a review of the exceptions listed in Section 15300.02 of the California Code of Regulations.

Deliverables:

Draft CEQA Exemption Memorandum (electronic format).

Final CEQA Exemption Memorandum (electronic format).

CEQA Assumptions:

Stantec assumes that the Project is exempt from CEQA and that no further CEQA documentation will CEQA Initial Study, Initial Study Mitigated Negative Declaration, or Environmental Impact Report.

Includes desktop analysis only and assumes that publicly available data will be utilized that does not require additional purchase; no fieldwork is proposed.
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2.3 National Environmental Policy Act Compliance
As stated below in Task 4, Stantec will provide the City with research for funding opportunities. If the City utilizes federal funding, the project will need to be in compliance with the National Environmental Policy Act (NEPA). It is assumed that NEPA compliance will include preparation of a Categorical Exclusion (CE). A CE is a class of actions that a federal agency has determined do not individually or cumulative have a significant effect on the human environment for which neither an Environmental Assessment (EA) or Environmental Impact Statement (EIS) is normally required. The type of federal funding and lead federal agency is unknown currently. Each federal agency has different NEPA CE guidelines and requirements; therefore, we are unable to determine the appropriate CE document.

Once the federal funding source is determined, Stantec will work with the lead federal agency to prepare the NEPA CE. In addition, Stantec has included preparation of a Biological Assessment (Task 2.5) to address federally listed species and for consultation with the United States Fish and Wildlife Service (USFWS) pursuant to Section 7 of the Federal Endangered Species Act (FESA), if required. Also, Stantec has included the required cultural resources information pursuant to Section 106 of the National Historic Preservation Act (Task 2.6).

Deliverables:

Draft NEPA CE (electronic format).

Final NEPA CE (electronic format).

NEPA Assumptions:

The level of effort required for the NEPA CE is unknown at this time, as the federal funding source has not been determined.

Stantec has assumed 40 hours for NEPA compliance; however, once the federal funding source has been determined, Stantec will re-evaluate the budget for this task and will inform the City if it is adequate, or if additional budget will be required.

2.4 Biological Reconnaissance Survey and Report
Literature Review: A literature review will be performed prior to conducting field surveys of the Project site.

A review of the California Department of Fish and Wildlife (CDFW) California Natural Diversity Database (CNDDB) will be conducted for the U.S. Geological Survey (USGS) 7.5-minute topographic quadrangle in which the Project site occurs along with the surrounding quadrangles. The purpose of the review is to determine the special-status plants, wildlife, and vegetation communities that have been documented within the vicinity of the Project site or otherwise have potential to occur. Additional data regarding the potential occurrence of special-status species and policies relating to these special-status natural resources is generally gathered from the following sources:

State and federally listed endangered and threatened animals of California; CDFW Special Animals List;
CDFW California Wildlife Habitat Relationships;
United States Fish and Wildlife Service (USFWS) Information for Planning and Consultation (IPaC) online tool;
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California Native Plant Society (CNPS) Inventory of Rare and Endangered Vascular Plants of California;
Calflora.org website;
Locally Important Species Lists; and
Aerial imagery of the Project site and surrounding areas.

Reconnaissance-level Biological Survey: Stantec will conduct a reconnaissance level biological survey at the approximately 14.2-acre Project site to collect data to support the preparation of a Biological Resources Technical Report (BRTR). Stantec biologists will conduct a focused (non-protocol level) reconnaissance-level survey to provide a general biological resources inventory of the Project site and within a 300-ft buffer where accessible, collectively considered the Biological Study Area (BSA). The reconnaissance-level survey will be used determine the presence/absence of and the potential for occurrence of common and special-status plants, wildlife, or vegetation communities, document existing site conditions, map all habitats within the BSA, and note site characteristics that may facilitate or restrict wildlife movement.

While the reconnaissance level survey will serve to document all plants and wildlife observed in the BSA, it will generally focus on the detection of sensitive birds, mammals, reptiles, invertebrates, amphibians, and plants that may occur on or near the Project parcel(s). To the extent possible the survey will be conducted when certain special-status plant species would be in bloom or identifiable, migratory birds would be passing through and returning to the site, resident bird species would be nesting and fledging, small mammals would be active, and above-ground amphibian and reptile movement would be detectable.

However, it is acknowledged that some wildlife species and/or individuals may be difficult to detect due to their elusive nature, cryptic morphology, or nocturnal behavior.

The reconnaissance-level survey will be performed by methodically walking meandering transects through the entirety of the parcels at an average pace of approximately 2-miles per hour while visually searching for and listening to wildlife songs and calls and searching for animal signs (i.e., scat, footprints, fur, burrows, etc.). The walking surveys will be halted approximately every 50 meters to listen for wildlife or whenever necessary to identify, record, or enumerate any other detected species. The survey will be conducted during daylight hours when temperatures are such that most reptiles and birds would be active. Visual observations will be made to locate basking reptiles and potential bird nests, and potential refuge areas, such as debris piles (i.e., woody debris, trash, etc.), will be searched. All refugia sites search will be returned to their original state upon survey completion. Observations of sensitive wildlife will be logged using an Arrow GPS or GPS-enabled mapping tablet and mapped on aerial imagery. Stantec biologists will also note the presence and distribution of invasive plants within the BSA.

Vegetation Mapping: Vegetation descriptions and names will be based on The Manual of California Vegetation (Sawyer et al. 2009) and will be defined at least to the alliance level. Utilizing GPS, Stantec biologists will map vegetation communities while on site and immediately upload the data to the cloud for processing with GIS back at the office. Vegetation maps will be prepared by collecting positional data for tentative vegetation type boundaries while in the field, then digitizing these polygons in GIS. Most boundaries shown on the resulting maps are accurate within approximately three to five feet; however, boundaries between some vegetation types are less precise due to difficulties interpreting aerial imagery and accessing stands of vegetation.
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BRTR: The BRTR will be prepared to support the CDP and CEQA processes. The BRTR will include a project description with environmental setting and will detail regulatory requirements, the results of the reconnaissance-level biological survey, an assessment of the potential for special-status species to occur in or near the BSA, maps of special-status resources observed and vegetation communities occurring within the BSA, and recommendations for additional protocol surveys (if required). Additional figures/maps, Project site photos, and preliminary Project plans (if available) will be included as appendices to the BRTR.

Deliverables:

Draft BRTR (electronic format, Word and/or PDF).

Final BRTR (electronic format, Word and/or PDF).

Biological Reconnaissance Assumptions:

Stantec assumes that City of Goleta will provide access to the site for field activities.

Stantec does not propose to conduct any focused botanical surveys, protocol wildlife surveys or a jurisdictional waters assessment/delineation as part of this scope of work.

Stantec will respond to one round of consolidated comments from City of Goleta on the draft report.

The BSA is based on the Project boundary provided in Figure 1. Project information that has been provided by City of Goleta includes a construction area that will be from the existing wall to the west of the black plastic observed in the aerial in Figure 1, where the existing crib walls will need to be removed. If the BSA or Project scope substantially differ from this assumption, a change order/amendment may be required.

2.5 Biological Assessment
Literature Review: To supplement the literature review proposed above for the Project BRTR, an official species list from USFWS will be requested online via the USFWS Information for Planning and Consultation (IPaC) website for the Project site/Action Area to support the federal Biological Assessment (BA). This list of federally listed species will be included as an appendix to the BA.

BA: If federal funding or other federal approvals are required for the Project, the federal lead agency is anticipated to be the Federal Highway Administration (FHWA), The BA will be prepared on behalf of FHWA for the FESA Section 7 consultation process. The BA will include a Project description, discussion of environmental setting, discussion of biological surveys conducted, survey methodology utilized, results of ection 7 effects
determinations for each federally listed species considered. Maps of locations where federally listed species are observed (if applicable) and vegetation communities occurring within the BSA will also be included as appendices to the BA, as well as Project site photos and preliminary Project plans (if available).

USFWS Consultation: Stantec will facilitate FESA Section 7 consultation with USFWS through submittal of the Project BA to the Ventura FWS Office. The purpose of consultation with USFWS will be to either 1)

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Deliverables:

Draft BA, with responses to one round of consolidated client comments (electronic format, Word and/or PDF).

Final BA (electronic format, Word and/or PDF).

Biological Assessment Assumptions:

Stantec assumes that the client will provide access to the site for field activities.

Based on preliminary consideration of habitats within the Action Area and regional federally listed within the Action Area is low. Stantec does not propose to conduct any protocol wildlife surveys as part of this scope of work; if additional protocol surveys are determined to be required, they can be conducted under a separate/amended scope of work.

Stantec will respond to one round of consolidated comments from the client on all draft reports.

The Action Area for consideration within the BA will include the Project site boundary and an approximately 300-foot buffer (i.e., equivalent to the BRTR Biological Study Area [BSA]). Project information includes a construction area that will be from the existing wall to the west of the black plastic observed in the aerial in Figure 1, where the existing crib walls will need to be removed. If the Action Area or Project scope substantially differ from this assumption, a change order/amendment may be required.

2.6 Cultural Resources Survey and Report
Pre-Field Background Study: Prior to conducting the field survey, Stantec archaeologists will conduct desktop research to identify previously recorded cultural resources in the Project site and to characterize the cultural resources sensitivity of the study area. Stantec will conduct a records search at the Central Coast Information Center (CCIC) at the Santa Barbara Museum of Natural History; complete a literature and map review of published and online information relevant to the Project site; and submit a Sacred Lands File search request to the Native American Heritage Commission (NAHC). The CCIC will include a review of cultural resource records and historical register listings for the Project site and a surrounding 0.25-mile radius. Records of previously completed studies of the study area and vicinity on file at the CCIC will be reviewed to inform the field survey.

Tribal Outreach: The Project is subject to AB 52 tribal consultation requirements under CEQA and Section 106 of the National Historic Preservation Act (NHPA)
and
NHPA as these relate to tribal cultural resources, Stantec can prepare draft tribal consultation letters for the City and federal agency for their distribution to local tribes. This task would be conducted at the request of the respective agencies.

Cultural Resources Inventory: Stantec will conduct a pedestrian cultural resources survey of the Project site. The pedestrian survey may exclude locations that have been previously inventoried, are developed and disturbed with a low potential for containing significant cultural resources, or areas which represent a potential safety hazard to staff. The survey will be overseen by a Secretary of the Interior-qualified archaeologist and will be completed using 15 to 30-meter-wide transect intervals. 82 April 26, 2024
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Reporting: Following the field survey, Stantec will prepare a Cultural Resources Inventory Report. The report will describe results of the tasks described above and provide recommended measures to mitigate Project impacts. Stantec will address one round of City and CCC, and federal agency comments on the Draft report, not to exceed 8 hours of total effort. A Final report will be prepared within 1 week of receipt of all agency comments. Stantec will submit a copy of the Final report to the CCIC. The Draft and Final Report deliverables will be in electronic formats (e.g., Word or pdf) and may exclude confidential appendices related to cultural resource locations.

Deliverables:

Draft Cultural Resources Inventory Report (electronic format, Word and/or PDF).

Final Cultural Resources Inventory Report (electronic format, Word and/or PDF).

Cultural Resources Assumptions:

For scoping purposes, Stantec assumes a field inventory of the 14-acre Project site.

We assume that there are no cultural resources in the Project site that require recordation or evaluation to

behalf. All coordination and consultation with tribes will be handled by the respective agencies.

A tribal monitor is not included.

No agency permits are required prior to survey.

One report will be prepared for all reviewing agencies addressing both CEQA and Section 106 NHPA requirements.

Task 3 Final Design

3.1 Structural
A complete structural design will be provided for the selected retaining wall system way. The design will include all necessary structural calculations, drawings, and specifications for permitting and construction of the wall. The design will be done in accordance with the California Building Code.

During the final design stage, the structural engineer will continue to coordinate with the geotechnical engineer to ensure the wall is designed using appropriate loads from static and seismic soil pressures and traffic surcharges. Detailing of the wall will also be coordinated with the geotechnical engineer to ensure the design satisfies stability requirements associated with the structural loads and the slope stability analyses performed by the geotechnical engineer.

3.2 Civil
The extent of grading will depend on the location of the proposed wall, the type of wall system, and the landscaping and/or bike path area. The grading design assumes that the existing road and concrete sidewalk will not be replaced. The roadway striping may be revised depending on the potential bike path concepts and road striping plans are included in this proposal. The grading and drainage design will coordinate with both the structural design and landscaping design. The wall/ roadway drainage is a key 83 April 26, 2024
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Reference: Cathedral Oaks Crib Wall Emergency Repair Project- Qualifications and Proposal

element of the project to prevent erosion and subsidence in the future. Further review of the existing subdrains is needed and will be included as part of the 60% design phase.

3.3 Landscape Architecture
Based on the City selected concept from Task 1.4, Stantec will prepare landscape sections and plans to address pedestrian and cyclist safety and circulation improvements along north side of Cathedral Oaks Road between Calle Real and Winchester Circle. Principles of Complete Streets will be taken into consideration. The design will reduce the exiting impervious surfacing at the shared use path and roadway medians, as well as incorporate stormwater infiltration in planting areas at appropriate locations that do not impact the proposed wall system.

3.4 Detailed Design Submittals
Stantec will prepare the design drawings, specifications, cost estimate, and calculations based on our previous experience with the City, project site meeting discussions, and design development work. The plans, specifications, and estimates (PS&E) will be prepared California Building Code, and all applicable State design manuals.

Drawings will be developed using AutoCAD (version 2019 or later) and related Autodesk platforms such as Civil 3D and Revit. The drawings will be completed in accordance with Stantec CAD Standards. The plan .

Technical specifications will be developed in Microsoft Word. The technical specifications will be based on Stantec guideline specifications, which are based on the Construction Specifications Institute Master Format.

Structural calculations will be completed in accordance with the California Building Code.

At each stage of design, Stantec will perform an Independent Technical Review (QA/QC) of the design materials.

All submittal materials will be provided to the City Project Manager in PDF format for review.

3.4.1 Develop 60 Percent Design Documents
During the 60 percent design phase, the technical design will be developed to provide the following information and level of detail.

Preliminary Civil design drawings including the layout of the wall with the associated grading, drainage pipeline alignments, pipe material and diameter.

Preliminary Structural design drawings including the retaining wall design criteria, concept, and structural layout.
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Preliminary Landscape
Architecture concept sections. Preliminary drawings will include layout landscape elements, preliminary fencing elements, preliminary pavement selections and alignments, preliminary planting palette, and locations of proposed trees, if any. Stantec will prepare preliminary irrigation design and coordinate with the City electrical connection for irrigation if needed.

Deliverables (Electronic to City PM):
60 percent drawing set (PDF to City PM)
Following the 60 percent design submittal, the City will provide one set of compiled comments and Stantec All comments (agreed upon
by City and Stantec) will be incorporated into the next phase of the design. Projects extents will be reviewed and approved by the City prior to 90% design development. Changes to the structural design concept, extent of the walls, and associated grading, drainage, and landscape architecture concept after 60% comments are incorporated may result in additional fee.

3.4.2 Develop 90 percent Design Documents
During the 90 percent design phase, and associated
work incorporated into the drawings.

Drawings will be developed to provide detailed design information pertinent to the Civil, Structural, and Landscape Architecture design, sufficient to develop a Class 2 opinion of probably cost estimate and to communicate the overall design details to the City.

Specifications will be developed.

A
construction prices will be developed.

Deliverables (Electronic to City PM):
90 percent drawing set (PDF to City PM)
90 percent draft technical specifications (PDF to City PM) 90 percent opinion of probable costs (PDF to City PM)
Following the 90 percent design submittal, the City will provide one set of compiled comments and Stantec All comments (agreed upon
by City and Stantec) will be incorporated into the final design documents.

3.4.3 Final Construction Bid Documents
During the final construction bid documents
associated work incorporated into the drawings. Drawings will be developed to provide final design information pertinent to the Civil, Structural, and Landscape Architecture design, suitable for permit 85 April 26, 2024
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Reference: Cathedral Oaks Crib Wall Emergency Repair Project- Qualifications and Proposal

application and building department review. Specifications will be finalized. The Probable Construction Costs estimate will be updated and finalized.

Deliverables (Electronic to City PM):

Final drawing set, signed and sealed (PDF to City PM)
Final drawings (CAD eTransmit to City PM)
Final technical specifications, signed and sealed (PDF to City PM) Structural calculations, signed and sealed (PDF to City PM) Final Class 2 opinion of probable costs (PDF to City PM) Task 4 Funding Research
We understand that funding assistance was not included in the RFP/Q but adding this task could be beneficial to the project. Stantec can provide funding research to see if this project qualifies for any grants or low interest loans; however, since the project area is not located in a disadvantaged community, which is prioritized for funding, the funding opportunities may be limited.

Stantec will research funding opportunities for the City pertaining for this project only. The research will encompass federal and state grant opportunities, with non-exclusive emphasis on federal grant programs and American Rescue Plan Ac will focus on grant opportunities but include low-interest loans when appropriate.

In consultation with City staff, the consultant shall assess funding opportunities for their applicability to the project. Stantec will review application and award guidelines for each funding opportunity to evaluate if the project is a good fit.

Stantec will research and document the ability to qualify for preferential status under grant program guidelines based on its socioeconomic conditions and current program priorities.

Stantec will prioritize funding opportunities and report our best professional judgement on the likelihood of success of award and opportunities that can enhance the scoring or steps needed to strengthen the chance for award. For each prioritized funding opportunity, the consultant shall report the possible benefit versus level of investment required.

Stantec will deliver a concise memorandum (no longer than ten pages) that summarizes outcomes of funding research and provides recommendations to the City for which grant opportunities should be pursued. In addition to a matrix summarizing identified funding options, the memorandum shall include a timeline of application deadlines and a brief scope to complete each application.

Stantec will facilitate two virtual meetings (1 hour each) to discuss the research results and present the funding opportunities.

Deliverables:

Funding Research Memo (PDF to City PM)
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Task 5 Project Management
Stantec will provide an experienced, trained project manager to lead the project and act as the key point of contact for the Stantec team. The project management task will include the following key sub-tasks:

5.1 Project Management
The Project Management task includes general project coordination, communication, and management of scope, schedule, and budget to ensure project is progressing as planned. Each month the Project Manager will prepare and submit a monthly progress report and invoice to the City. The Project Manager will coordinate the internal quality control and quality assurance of the deliverable documents to the City. And the Project Manager will manage the project closeout activities and final delivery and approval of the project.

5.2 Project Meetings and Site Visit
The Stantec Project Manager and Structural Lead will attend a site walk with City ahead of design. The Project Manager will conduct scheduled progress meetings (kickoff meeting, progress meetings, and review meetings at the 60% and 90% design stages). Meetings will be held virtually. We anticipate one meeting per month for 1 hour each with two Stantec team members.

Stantec will invite key, select staff members to participate in the various meetings with the City. We will have staff members versed in the various disciplines of public works for which this scope of work entails.

Participation in meetings with the City will be part of the project management task.

Deliverables (Electronic to City PM):

Meeting Agendas and Notes
Project Reports and Invoices
Project Schedule
The following services and all other services not specifically listed herein are excluded:

1. Governmental and public agency fees.

2. Sub-surface utility detection or potholing services.

3. Preparation of grant Deeds or Document Recording.

4. Additional exhibits or documents not specifically outlined herein.

5. Placing new or additional boundary monuments.

6. Revisions to work completed or underway due to a change in information or instruction provided to be provided for District approval prior to any additional work.

7. Construction Staking Services

8. Traffic control plans.

9. Permit fees.
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10. Geotechnical services and slope stability analyses.

11. Bidding Support services

12. Engineering support during construction and construction administration. We would be happy to provide an additional scope of work if this service is requested.

13. Construction management services (change order, pay applications, dispute management and cost control).

14. Record Drawings

15. Applying for grants or funding opportunities. We would be happy to provide an additional scope of work if this service is requested.

16. Services not listed herein.

Conclusion
Thank you for providing this opportunity for Stantec to provide our qualifications and proposal for the Cathedral Oaks Crib Wall Emergency Repair Project. We look forward to discussing this proposal further.

Regards,
Stantec Consulting Services Inc.

Carrie Poytress P.E.

Project Manager, Senior Technical Leader
Phone: 805-308-9158
[email protected]
David Palmer S.E.

Senior Principal, Structural Engineer
Phone: 916-418-8290
[email protected]
Attachment: Resumes
pc https://stantec.sharepoint.com/teams/goletacathedraloakswall/shared documents/general/proposal/proposal_cathedral oaks wall_v04.docx 88 City of Goleta
Department of Public Works and Stantec, Inc.

EXHIBIT B

SCHEDULE OF FEES

89 SCHEDULE OF BILLING RATES 2024
Billing
Level
Hourly
Rate Description
3 4
5 $128
$135
$152
Junior Level position
Independently carries out assignments of limited scope using standard procedures, methods, and techniques
Assists senior staff in carrying out more advanced procedures Completed work is reviewed for feasibility and soundness of judgment Graduate from an appropriate post-secondary program or equivalent Generally, one t
6 7
8 $158
$172
$179
Fully Qualified Professional Position
Carries out assignments requiring general familiarity within a broad field of the respective profession Makes decisions by using a combination of standard methods and techniques Actively participates in planning to ensure the achievement of objectives Works independently to interpret information and resolve difficulties Graduate from an appropriate post-secondary program, with credentials or equivalent Generally, three to
9 10
11 $187
$196
$210
First Level Supervisor or first complete Level of Specialization Provides applied professional knowledge and initiative in planning and coordinating work programs Adapts established guidelines as necessary to address unusual issues Decisions accepted as technically accurate, however may on occasion be reviewed for soundness of judgment
Graduate from an appropriate post-secondary program, with credentials or equivalent nce
12 13
14 $222
$231
$250
Highly Specialized Technical Professional or Supervisor of groups of professionals Provides multi-discipline knowledge to deliver innovative solutions in related field of expertise Participates in short- and long-range planning to ensure the achievement of objectives Makes responsible decisions on all matters, including policy recommendations, work methods, and financial controls associated with large expenditures
Reviews and evaluates technical work
Graduate from an appropriate post-secondary program, with credentials or equivalent 15 16
17 $263
$280
$289
Senior Level Consultant or Management
Recognized as an authority in a specific field with qualifications of significant value Provides multi-discipline knowledge to deliver innovative solutions in related field of expertise Independently conceives programs and problems for investigation Participates in discussions to ensure the achievement of program and/or project objectives Makes responsible decisions on expenditures, including large sums or implementation of major programs and/or projects
Graduate from an appropriate post-secondary program, with credentials or equivalent Generally, more th
18 19
20 21
$290
$300
$311
$330
Senior Level Management under review by Vice President or higher Recognized as an authority in a specific field with qualifications of significant value Responsible for long range planning within a specific area of practice or region Makes decisions which are far reaching and limited only by objectives and policies of the organization
Plans/approves projects requiring significant human resources or capital investment Graduate from an appropriate post-secondary program, with credentials or equivalent Generally, fifteen
Survey Crews
Crew Size
1-Person
2-Person
3-Person
Regular Rate
$240
$365
$490
Overtime Rate
$295
$475
$655
Expert Witness Services carry a 50% premium on labor. Overtime may be charged at 1.5 times the standard billing rate. All labor rates will be subject to annual increase.

T-3 2024 CA
90 ATTACHMENT 3

Amendment No. 4 to Professional Services Agreement No. 2021-030 with Stantec Consulting Services, Inc.

91 City of Goleta
Amendment No. 4 to Agreement No. 2021-030

AMENDMENT NO. 4

TO A PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF GOLETA
AND
STANTEC CONSULTING SERVICES, INC.

This Amendment No. 4 to the Professional Services Agreement by and between the City of Goleta, a municipal corporation (“City”) and Stantec Consulting Services, Inc. (“Consultant”) dated May 3, 2021 (“Agreement,” Agreement No. 2021-030) is made on this ____ day of _________, 2024.

SECTION A. RECITALS

1. T his Agreement is for professional traffic engineering and design services for the Hollister Avenue Old Town Interim Striping Project; and

2. This Agreement has been amended to provide additional compensation in the amount of $114,820 for additional tasks and extend the term of the agreement to June 30, 2023 (Amendment No. 1); to provide for additional compensation in the amount of $26,000 for continued tasks and extend the term of the agreement to December 31, 2023 (Amendment No. 2); and to extend the term of the agreement to December 31, 2024 (Amendment No. 3); and

3. T he Agreement currently provides in Section 3 Subsection (a) for the total compensation amount not to exceed $185,800; and

4. T he parties desire to amend the Agreement so as to provide for additional compensation in the amount of $15,000 for additional tasks; and

5. T he Agreement currently provides in Section 6 for the termination of the Agreement on December 31, 2024; and

6. T he parties desire to amend the Agreement so as to extend the termination of the Agreement to June 30, 2025; and

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

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

9. T he Agreement currently provides in Exhibit B entitled “Schedule of Fees” the hourly rates; and

10. The parties desire to amend Exhibit B of the Agreement to identify the new DocuSign Envelope ID: 0C1D0630-4396-47BB-9B1D-BB0F3011639C 92 City of Goleta
Amendment No. 4 to Agreement No. 2021-030

hourly rates, attached as “Exhibit B-1”; and

11. The City Council approved this Amendment No. 4, on this 4th day of June, 2024.

SECTION B. AMENDED TERMS

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

1. S ubsection (a) of Section 3 . COMPENSATION AND PAYMENT of the Agreement is amended to add an additional authorized amount of $15,000 and to read in its entirety:
(a) M aximum and Rate. The total compensation payable to CONSULTANT by CITY for the services under this AGREEMENT SHALL NOT EXCEED the sum of $200,800 (herein "not-to-exceed amount") and shall be earned as the work progresses.

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

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

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

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

DocuSign Envelope ID: 0C1D0630-4396-47BB-9B1D-BB0F3011639C 93 City of Goleta
Amendment No. 4 to Agreement No. 2021-030

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

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

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

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

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

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

CITY OF GOLETA CONSULTANT

____________________________ ______________________________ Robert Nisbet, City Manager Derek Rapp, Senior Principal

ATTEST:

_____________________________ ______________________________ Deborah Lopez, City Clerk Geremy Salts, Senior Principal

APPROVED AS TO FORM:

MEGAN GARIBALDI, CITY ATTORNEY

_____________________________
Scott Shapses, Deputy City Attorney

DocuSign Envelope ID: 0C1D0630-4396-47BB-9B1D-BB0F3011639C 94 City of Goleta
Amendment No. 4 to Agreement No. 2021-030

EXHIBIT A-2

SCOPE OF WORK

Consultant shall provide the following services:

Task I - C
onceptual Design

1. Review traffic volume projection assumptions contained in Complete Streets Masterplan traffic study, including “cut-through” traffic findings.

2. Refine future volume projections based on historic and General Plan growth rate projections.

3. Develop up to three (3) striping alternatives with the goal of:
a. Increasing on-street parking
b. Improving bicycle safety and accommodation.
c. Providing opportunities for creative use of public right of way.

4. Conduct operational analyses (LOS and queuing) of various striping alternatives.

These analyses shall consider:
a. Diversion of through traffic on Hollister Ave due to capacity reductions b. Changes in local traffic circulation resulting from suggested turn restrictions and/or intersection controls.
c. Coordinated timing of traffic signals.

5. Prepare operational and pro/cons summary for each of three (3) alternatives.

6. Assist City in meeting with and communicating with stakeholder groups.

7. Refine alternative(s) based on City staff and/or stakeholder input.

8. Prepare conceptual striping and signing plans.

9. Prepare preliminary cost estimate(s).

Task II –
Design and Preparation of Bid Documents:

1. Meet with County Fire Department to discuss any issue or concerns they may have with lane reductions and/or access turn restrictions.

2. Meet with the Goleta Chamber of Commerce to present concepts for Old Town and receive feedback.

3. Conduct one meeting with key Old Town resident stakeholders to present concepts for Old Town and receive feedback.

DocuSign Envelope ID: 0C1D0630-4396-47BB-9B1D-BB0F3011639C 95 City of Goleta
Amendment No. 4 to Agreement No. 2021-030

Task III – Construction Phase Services

1. Attend construction kick-off meeting.

2. Review Contractor material submittals against Contract specifications and approve or make comments for correction.

3. Review and respond to Contractor’s request for information (RFI).

4. Prepare plan revisions/clarifications as directed by the City.

5. Review Contractor change orders and provide recommendations to City regarding their validity or reasonableness based on a review of the Contract documents.

6. Conduct up to three (3) site visits to review existing conditions.

7. Conduct field review of City punch list items.

8. Prepare as-built drawings from Contractor and Inspector sketches and notes of deviations for the Plans during construction.

DocuSign Envelope ID: 0C1D0630-4396-47BB-9B1D-BB0F3011639C 96 City of Goleta
Amendment No. 4 to Agreement No. 2021-030

EXHIBIT B-1

SCHEDULE OF FEES

DocuSign Envelope ID: 0C1D0630-4396-47BB-9B1D-BB0F3011639C 97 ATTACHMENT 4

Amendment No. 3, Amendment No. 2, Amendment No. 1 and
Professional Services Agreement 2021-030 with Stantec Consulting Services, Inc.

98 City of Goleta
Amendment No. 3 to Agreement No. 2021-030

AMENDMENT NO. 3

TO A PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF GOLETA
AND
STANTEC CONSULTING SERVICES, INC.

This Amendment No. 3 to the Professional Service Agreement by and between the City of Goleta, a municipal corporation ( “City”) and Stantec Consulting Services, (“Consultant”) dated May 3 rd, 2021 (“Agreement,” Agreement No. 2021-30) is made on this _____ day of ___, 20______.

SECTION A. RECITALS

1. This Agreement is for the professional traffic engineering in conjunction with Hollister Avenue Old Town Interim Striping Project; and

2. This Agreement has been amended to provide for additional compensation in the amount of $114,820 for additional tasks and extend the term of the Agreement to June 30, 2023 (Amendment No. 1), and provide for additional compensation in the amount of $26,000 for continued tasks and extend the term of the Agreement to December 31, 2023 (Amendment No. 2); and

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

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

5. The City Manager approved this Amendment No. 3, on this _____ day of ____, 20_____.

SECTION B. AMENDED TERMS

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

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

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










 
 













99 City of Goleta
Amendment No. 3 to Agreement No. 2021-030

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

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

In concurrence and witness whereof, this Amendment No. 3 has been executed by the parties effective on the date and year first above written.

CITY OF GOLETA CONSULTANT

____________________________ _________ _____________________ Robert Nisbet, City Manager Derek Rapp, Principal

A T T E S T :

_____________________________ ______________________________ Deborah Lopez, City Clerk Ha dy Izadpanah, Senior Principal

APPROVED AS TO FORM:

MEGAN GARIBALDI, CITY ATTORNEY

_____________________________
Scott Shapses, Deputy City Attorney










 
 

100
City of Goleta
Amendment No. 2 to Agreement No. 2021 - 030

AMENDMENT NO. 2

TO A PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF GOLETA
AND
STANTEC CONSULTING SERVICES, INC.

This Amendment No. 2 to the Professional Service Agreement by and between the City of Goleta, a municipal corporation ( “City”) and Stantec Consulting Services, Inc (“Consultant”) dated May 3rd, 2021 (“Agreement,” Agreement No. 2021-030) is made on this 6th day of June, 2023.

SECTION A. RECITALS

1. This Agreement is for Professional Traffic Engineering in conjunction with the Hollister Avenue Old Town Interim Striping Project; and

2. This Agreement has been amended to provide for additional compensation in the amount of $114,820 for additional tasks and extended term of the Agreement to June 30, 2023 (Amendment No. 1); and

3. The Agreement currently provides in Section 3 Subsection (a) for the total compensation amount not to exceed one hundred fifty-nine thousand eight hundred ($159,800); and

4. The parties desire to amend the Agreement so as to provide for additional compensation in the amount of $26,000 for continued tasks; and

5. The Agreement currently provides in Section 6 for the termination of the Agreement on June 30, 2023; and

6. The parties desire to amend the Agreement so as to extend the termination of the Agreement to December 31, 2023; and

7. The City Council approved this Amendment No. 2, on this 6th day of June, 2023.

SECTION B. AMENDED TERMS

Now therefore City and Consultant agree as follows that the Agreement be, and hereby is, amended as follows:
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City of Goleta
Amendment No. 2 to Agreement No. 2021 - 030

1. Subsection (a) of Section 3. COMPENSATION AND PAYMENT of the Agreement is amended to add an additional authorized amount of $26,000 and to read in its entirety:
(a) Maximum and Rate . The total compensation payable to CONSULTANT for the services under this AGREEMENT SHALL
NOT EXCEED the sum of one hundred eighty-five thousand eight hundred ($185,800) (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.

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

The term of this Agreement is from the date first written above to December 31, 2023, unless the term of this Agreement is extended or the Agreement is terminated as provided for herein.

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

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

102
City of Goleta
Amendment No. 2 to Agreement No. 2021 - 030

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 Derek Rapp, Principal

ATTEST:

_____________________________ ______________________________ Deborah Lopez, City Clerk Hady Izadpanah, Senior Principal

APPROVED AS TO FORM:

MEGAN GARIBALDI, CITY ATTORNEY

_____________________________
Winnie Cai, Assistant City Attorney

103
City of Goleta
Amendment No. 1 to Agreement No. 2021-030

AMENDMENT NO. 1

TO A PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF GOLETA
AND
STANTEC CONSULTING SERVICES, INC.

This Amendment No. 1 to the PROFESSIONAL DESIGN SERVICES Agreement by and between the City of Goleta , a municipal corporation (“City”) and STANTEC CONSULTING SERVICES (“Consultant”) dated May 3, 2021 (“Agreement,” Agreement No. 2021-030) is made on this 2nd day of November, 2021.

SECTION A. RECITALS

1. This Agreement is for the professional traffic engineering and design services and topographic surveys for the Hollister Old Town Interim Striping Project; and

2. The Agreement currently provides in Section 3 Subsection (a) for the total compensation amount not to exceed $44,980.00; and

3. The parties desire to amend the Agreement so as to provide for additional compensation in the amount of $114,820 for additional tasks; and

4. The Agreement currently provides in Section 6 for the termination of the Agreement on June 30, 2022; and

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

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

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

8. The City Council approved this Amendment No. 1, on this 2nd day of November, 2021.

104
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Amendment No. 1 to Agreement No. 2021-030

SECTION B. AMENDED TERMS

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

1. Subsection (a) of Section 3. COMPENSATION AND PAYMENT of the Agreement is amended to add an additional authorized amount of $114,820 and to read in its entirety:
(a) Maximum and Rate . The total compensation payable to CONSULTANT by CITY for the services under this AGREEMENT SHALL NOT EXCEED the sum of $159,800 (herein "not-to-exceed amount") and shall be earned as the work progresses.

2. Section 6. TERM, PROGRESS AND COMPLETION of the Agreement is amended to extend the term for an additional 1 year to read in its entirety.

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

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

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

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

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

105
City of Goleta
Amendment No. 1 to Agreement No. 2021-030

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

CITY OF GOLETA CONSULTANT

____________________________ ______________________________ Michelle Greene, City Manager Derek Rapp, Principal

ATTEST:

_____________________________ ______________________________ Deborah Lopez, City Clerk Hady Izadpanah, Senior Principal

APPROVED AS TO FORM:

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

106
City of Goleta
Amendment No. 1 to Agreement No. 2021-030

EXHIBIT A -1
Scope of Work

Consultant shall provide the following services:

Task I - Conceptual Design

1. Review traffic volume projection assumptions contained in Complete Streets Masterplan traffic study, including “cut-through” traffic findings.

2. Refine future volume projections based on historic and General Plan growth rate projections.

3. Develop up to three (3) striping alternatives with the goal of:
a. Increasing on-street parking
b. Improving bicycle safety and accommodation.
c. Providing opportunities for creative use of public right of way.

4. Conduct operational analyses (LOS and queuing) of various striping alternatives.

These analyses shall consider:
a. Diversion of through traffic on Hollister Ave due to capacity reductions b. Changes in local traffic circulation resulting from suggested turn restrictions and/or intersection controls.
c. Coordinated timing of traffic signals.

5. Prepare operational and pro/cons summary for each of three (3) alternatives.

6. Assist City in meeting with and communicating with stakeholder groups.

7. Refine alternative(s) based on City staff and/or stakeholder input.

8. Prepare conceptual striping and signing plans.

9. Prepare preliminary cost estimate(s).

Task II - Design and Preparation of Bid Documents:

1. Meet with County Fire Department to discuss any issue or concerns they may have with lane reductions and/or access turn restrictions.

2. Meet with the Goleta Chamber of Commerce to present concepts for Old Town and receive feedback.

3. Conduct one meeting with key Old Town resident stakeholders to present concepts for Old Town and receive feedback.

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City of Goleta
PW Department and Stantec Consulting Services, Inc.,

Project Name: Hollister Avenue Old Town Interim Striping Project

AGREEMENT FOR PROFESSIONAL DESIGN SERVICES

BETWEEN THE CITY OF GOLETA
AND
STANTEC CONSULTING SERVICES, INC.

This AGREEMENT FOR PROFESSIONAL DESIGN SERVICES (herein referred to as “AGREEMENT”) is made and entered into this ________ day of ______ , 2021, by and between the CITY OF GOLETA , a municipal corporation (herein referred to as "CITY"), and STANTEC CONSULTING SERVICES, INC. (Stantec),a California Corporation (herein referred to as "CONSULTANT").

WHEREAS, the CITY has a need for professional traffic engineering and design services for the Hollister Avenue Old Town Interim Striping Project; and WHEREAS, the CITY does not have the personnel able and/or available to perform the services required under this AGREEMENT, and therefore, the CITY desires to contract for professional services to accomplish this work; and WHEREAS, the CITY procured these services in compliance with Goleta Municipal Code Section 3.05.260 by means of a formal request for proposal/qualifications process; and
WHEREAS, the City Manager approved this AGREEMENT pursuant to Goleta Municipal Code section 3.05.070.

CITY and CONSULTANT agree as follows:

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

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

Professional Traffic Engineering Services in conjunction with the Hollister Avenue Old Town Interim Striping Project shall generally include the evaluation and development of a restriping plan that would reduce the number of travel lanes from two to one in order to make room to add bike lanes through the Old Town Hollister neighborhood as more particularly 











 






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PW Department and Stantec Consulting Services, Inc.,

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

3. COMPENSATION AND PAYMENT
(a) Maximum and Rate . The total compensation payable to CONSULTANT by CITY for the services under this AGREEMENT SHALL NOT EXCEED the sum of $44,980.00 (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, 2022, after which any change in said rates and expenses must be approved in writing by CITY's Project Manager as described in Section 5 (CITY is to be given 60 days notice of any rate increase request), provided the not to exceed amount is the total compensation due CONSULTANT for all work described under this AGREEMENT.
(b) Payment . CONSULTANT shall provide CITY with written verification of the actual compensation earned, which written verification shall be in a form satisfactory to CITY's Project Manager, as described in Section 5. Invoices shall be made no more frequently than on a monthly basis, and describe the work performed (including a list of hours worked by personnel 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 the compensation exhibit. Any compensation for extra services shall be part of the total compensation and shall not increase the not to exceed amount identified in Section

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












 
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6. TERM, PROGRESS AND COMPLETION
The term of this AGREEMENT is from the date first written above to June 30, 2022, 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.

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

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

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

9. HOLD HARMLESS AND INDEMNITY
(a) Indemnification and Defense for Professional Service. To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless the CITY and any and all of its officials, employees and agents (“Indemnified Parties”) from and against any and all claims, losses, liabilities, damages, costs and expenses, including attorney’s fees and costs, to the extent they arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT. CONSULTANT’s duty to defend shall consist of reimbursement of defense costs incurred by CITY in direct proportion to the CONSULTANT’s proportionate percentage of fault. CONSULTANT’s percentage of fault shall be determined, as applicable, by a court of law, jury or arbitrator. In the event any 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 











 
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City of Goleta
PW Department and Stantec Consulting Services, Inc.,

percentage of fault, the parties agree to mediation with a third party neutral to determine the CONSULTANT’s proportionate percentage of fault for purposes of determining the amount of indemnity and defense cost reimbursement owed to the CITY.
(b) For All Other Liabilities. Notwithstanding the foregoing and without diminishing any rights of CITY, for any liability, claim, demand, allegation against CITY arising out of, related to, or pertaining to any act or omission of CONSULTANT, but which is not a design professional service, CONSULTANT shall defend, indemnify, and hold harmless CITY, its officials, employees, and agents (“Indemnified Parties”) from and against any and all damages, costs, expenses (including reasonable attorney fees and expert witness fees), judgments, settlements, and/or arbitration awards, whether for personal or bodily injury, property damage, or economic injury, and arising out of, related to, any concurrent or contributory negligence on the part of the CITY, except for the sole or active negligence of, or willful misconduct of the CITY. (c) No Waiver. ClTY does not waive, nor shall be deemed to have waived, any indemnity, defense or hold harmless rights under this section because of the acceptance by CITY, or the deposit with CITY, of any insurance certificates or policies described in Section 10.

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

Insurance shall include the following (or broader) coverage:

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

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

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













 
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PW Department and Stantec Consulting Services, Inc.,

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

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

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

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

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

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

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

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

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

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













 
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City of Goleta
PW Department and Stantec Consulting Services, Inc.,

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

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

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











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

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

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

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











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

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

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

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

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

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

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

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












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

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

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

28. AUTHORIZATION
Each party has expressly authorized the execution of this AGREEMENT on its behalf and bind said party and its respective administrators, officers, directors, shareholders, divisions, subsidiaries, agents, employees, successors, assigns, principals, partners, joint venturers, 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:












 
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TO CITY: Attention: Michelle Greene, City Manager
City of Goleta
130 Cremona Drive, Suite B
Goleta, CA 93117
TO CONSULTANT: Derek Rapp, Principal
Stantec Consulting Services, Inc.
111 East Victoria Street
Santa Barbara, CA 93101-2018

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

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

CITY OF GOLETA CONSULTANT

_____________________________ _____________________________ Michelle Greene, City Manager Derek Rapp, Principal

A T T E S T

_____________________________ _____________________________ Deborah Lopez, City Clerk Hady Izadpanah, Senior Principal

APPROVED AS TO FORM:

MICHAEL JENKINS, CITY ATTORNEY

_____________________________
Winnie Cai, Assistant City Attorney













 
117
City of Goleta
PW Department and Stantec Consulting Services, Inc.,

EXHIBIT A
Scope of Work

Consultant shall provide the following services:

1. Review traffic volume projection assumptions contained in Complete Streets Masterplan traffic study, including “cut-through” traffic findings.

2. Refine future volume projections based on historic and General Plan growth rate projections.

3. Develop up to three (3) striping alternatives with the goal of:
a. Increasing on-street parking
b. Improving bicycle safety and accommodation.
c. Providing opportunities for creative use of public right of way.

4. Conduct operational analyses (LOS and queuing) of various striping alternatives.

These analyses shall consider:
a. Diversion of through traffic on Hollister Ave due to capacity reductions b. Changes in local traffic circulation resulting from suggested turn restrictions and/or intersection controls.
c. Coordinated timing of traffic signals.

5. Prepare operational and pro/cons summary for each of three (3) alternatives.

6. Assist City in meeting with and communicating with stakeholder groups.

7. Refine alternative(s) based on City staff and/or stakeholder input.

8. Prepare final striping and signing plan for construction.

9. Prepare preliminary cost estimate(s) and final construction costs estimate.

Cost Estimate
The cost to perform the work is for a not-to-exceed amount of $44,980.













 
118
City of Goleta
PW Department and Stantec Consulting Services, Inc.,

EXHIBIT B
Schedule of Fees
Billing
Level
Hourly
Rate

Description

3

$102 Junior Level Position
‰ Independently carries out assignments of limited scope using standard procedures, methods and techniques
‰ Assists senior staff in carrying out more advanced procedures ‰ Completed work is reviewed for feasibility and soundness of judgment ‰ Graduate from an appropriate post-secondary program or equivalent ‰ Generally, one to three years’ experience
4 $107
5 $121

6

$126
Fully Qualified Professional Position
‰ Carries out assignments requiring general familiarity within a broad field of the respective profession
‰ Makes decisions by using a combination of standard methods and techniques ‰ Actively participates in planning to ensure the achievement of objectives ‰ Works independently to interpret information and resolve difficulties ‰ Graduate from an appropriate post-secondary program, with credentials or equivalent ‰ Generally, three to six years’ experience
7 $137
8 $142

9

$152
First Level Supervisor or First Complete Level of Specialization ‰ Provides applied professional knowledge and initiative in planning and coordinating work programs
‰ Adapts established guidelines as necessary to address unusual issues ‰ Decisions accepted as technically accurate, however may on occasion be reviewed for soundness of judgment
‰ Graduate from an appropriate post-secondary program, with credentials or equivalent ‰ Generally, five to nine years’ experience
10 $158
11 $168

12

$177
Highly Specialized Technical Professional or Supervisor of Groups of Professionals ‰ Provides multi-discipline knowledge to deliver innovative solutions in related field of expertise ‰ Participates in short and long range planning to ensure the achievement of objectives ‰ Makes responsible decisions on all matters, including policy recommendations, work methods, and financial controls associated with large expenditures ‰ Reviews and evaluates technical work
‰ Graduate from an appropriate post-secondary program, with credentials or equivalent ‰ Generally, ten to fifteen years’ experience with extensive, broad experience 13 $185
14 $201

15

$211
Senior Level Consultant or Management
‰ Recognized as an authority in a specific field with qualifications of significant value ‰ Provides multi-discipline knowledge to deliver innovative solutions in related field of expertise ‰ Independently conceives programs and problems for investigation ‰ Participates in discussions to ensure the achievement of program and/or project objectives ‰ Makes responsible decisions on expenditures, including large sums or implementation of major programs and/or projects
‰ Graduate from an appropriate post-secondary program, with credentials or equivalent ‰ Generally, more than twelve years’ experience with extensive experience 16 $225
17 $249

18

$292 Senior Level Management under review by Vice President or higher ‰ Recognized as an authority in a specific field with qualifications of significant value ‰ Responsible for long range planning within a specific area of practice or region ‰ Makes decisions which are far reaching and limited only by objectives and policies of the organization
‰ Plans/approves projects requiring significant human resources or capital investment ‰ Graduate from an appropriate post-secondary program, with credentials or equivalent ‰ Generally, fifteen years’ experience with extensive professional and management experience 19 $317
20 $353
21 $389

SURVEY CREWS

Crew Size
1-Person
2-Person
3-Person

Regular Rate
$190
$285
$375

Overtime Rate
$220
$375
$500












 
119

ATTACHMENT 5

Amendment No. 1 to Professional Services Agreement No. 2022-058 with Solid Waste Solutions

120
City of Goleta
Amendment No. 1 to Agreement No. 2022-058

AMENDMENT NO. 1

TO A PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF GOLETA
AND
SOLID WASTE SOLUTIONS, INC.

This Amendment No. 1 to the Professional Services Agreement by and between the City of Goleta , a municipal corporation (“City”) and SOLID WASTE SOLUTIONS, INC., a California Corporation (“Consultant”) dated June 7 , 2022 (“Agreement,” Agreement No. 2022-058) is made on this 4th day of June, 2024.

SECTION A. RECITALS

1. This Agreement is for the professional project management and support services for Solid Waste and Recycling programs; and

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

3. The parties desire to amend the Agreement so as to provide for additional compensation in the amount of $1 5,000 for continued tasks in FY20 24 and provide for additional compensation in the amount of $2 5,000 for continued tasks in FY2025; and

4. The Agreement currently provides in Exhibit B entitled “Schedule of Fees” 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 4th day of June, 2024.

SECTION B. AMENDED TERMS

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

1. Subsection (a) of Section 3. COMPENSATION AND PAYMENT of the Agreement is amended to add an additional authorized amount of $40,000 and to read in its entirety:
(a) Maximum and Rate . The total compensation payable to CONSULTANT by CITY for the services under this AGREEMENT DocuSign Envelope ID: 5EDC8FD7-629E-4707-AA09-A9F37A65596C 121
City of Goleta
Amendment No. 1 to Agreement No. 2022-058

SHALL NOT EXCEED the sum of $205,000 (herein "not-to-exceed amount") and shall be earned as the work progresses.

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

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

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

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

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

CITY OF GOLETA CONSULTANT

____________________________ ______________________________ Robert Nisbet, City Manager Kimberly C Nilsson, President

ATTEST:

_____________________________ ______________________________ Deborah Lopez, City Clerk Lars J Nilsson, Vice President

APPROVED AS TO FORM:

MEGAN GARIBALDI, CITY ATTORNEY
_____________________________
Scott Shapses, Deputy City Attorney
DocuSign Envelope ID: 5EDC8FD7-629E-4707-AA09-A9F37A65596C 122
City of Goleta
Amendment No. 1 to Agreement No. 2022-058

Exhibit B-1
Schedule of Fees

Professional Staff Hourly Rate
Recycling Coordinator & Permit
Processor
$86.00/hour
Project Coordinator $106.00/hour
Project Management $133.00/hour
Senior Manager/Computer
Programming/Database
Development/Management
$174.00/hour
Principal $199.00/hour
Travel Actual Costs
2024 IRS Mileage Reimbursement $0.67/mile

Note: All hourly rates are effective for 12 months after the date of proposal or contract execution, at which time they can be raised due to the cost-of-living increases and inflation (CPI).

DocuSign Envelope ID: 5EDC8FD7-629E-4707-AA09-A9F37A65596C 123

ATTACHMENT 6

Professional Services Agreement No. 2022-058 with Solid Waste Solutions

124
City of Goleta
Public Works Department and Solid Waste Solutions, Inc.

Project Name: Solid Waste and Recycling Services

AGREEMENT FOR PROFESSIONAL SERVICES

BETWEEN THE CITY OF GOLETA
AND
SOLID WASTE SOLUTIONS, INC.

This AGREEMENT FOR PROFESSIONAL SERVICES (herein referred to as “AGREEMENT”) is made and ent ered into this 7th day of June, 2022, by and between the CITY OF GOLETA, a municipal corporation (herein referred to as "CITY"), and SOLID WASTE SOLUTIONS, INC., a California Corporation (herein referred to as "CONSULTANT").

SECTION A. RECITALS

1. T he CITY has a need for professional project management and support services for Solid Waste and Recycling programs; and

2. T he 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. T he CITY procured these services in compliance with Goleta Municipal Code Section 3.05.260.

4. T he City Council, on this 7
th day of June, 2022, approved this
AGREEMENT and authorized the City Manager to execute the AGREEMENT.

SECTION B. TERMS

1. RET

ENTION 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 qualif ications, experienc e, a nd facilities to properly and timely perform said services.

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

Professional Services in conjuncti on with On-Call Solid Waste and recycling Project Management Services shall g enerally include project and program management services, and coordination and implementation of solid waste and recycling programs a s more DocuSign Envelope ID: 912D5EC4-00F8-487B-8724-0FC79C6B0250 DocuSign Envelope ID: 5FE72A8F-E25A-405A-B42B-0E2A7541D832 2022-058
125
City of Goleta
Public Works Department and Solid Waste Solutions, Inc.

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. CO MPENSATION AND PAYM ENT
(a) Maximum and Ra te. T he total compensation payable to CONSULTANT by CITY for the services under this AGREEMENT SHALL NOT EXCEED the sum of $165,000 (herein "not to exceed amount") for an authorized amount of $55,000 for Fiscal Year 2022/23, $55,000 for Fiscal Year 2023/24, and $55,000 for Fiscal Year 2024/25, and shall be earned as the work progresses on the following basis:

Hourly a t the hourly rates and with reimbursement to
CONSULTANT for those expenses set forth in CONSULTANT 's Schedule of Fees marked Exhibit "B," attached and incorporated herein. The rates and expenses set forth in that exhibit shall be binding upon CONSULTANT until June 30, 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) P
ayment . CONSULTANT shall p rovide CITY with written
verification of the actual compensation earned, which written verification shall be in a form satisfactory to CITY's Project M anager, as described in Section 5.

Invoices shall be made no more frequently than on a monthly basis, and describe the work performed (including a list of hours worked b y 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 Sect ion 2, as mutually agreed to writing in advance of the incurrence of extra services by CONSULTANT. Unless CITY a nd CONSULTANT have agreed in writing before the performance of extra services, no liability and no right to claim compensation for such extra serv ices or expenses shall exist. The applicable hourly rates for extra services shall be at the hourly rates set forth in Exhibit B, if one is included as part of this agreement. Any compensation for extra services shall be part of the total compensation and shall not increase the not to exceed amount identified in Section 3.

DocuSign Envelope ID: 912D5EC4-00F8-487B-8724-0FC79C6B0250 DocuSign Envelope ID: 5FE72A8F-E25A-405A-B42B-0E2A7541D832 126
City of Goleta
Public Works Department and Solid Waste Solutions, Inc.

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

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

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

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

8. PER SONAL SERVICES/NO ASSIGNMENT/SUBCONTRACTOR
This AGREEMENT i s for professional services which are personal to CITY. Kimberly Nilsson 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 w ith, 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. HO

LD HARMLESS AND INDEMNITY
(a) Hold Harmless for CONSULTANT's Damages. CONSULTANT holds CITY, its elected officials, officers, agents, and employees, harmless from DocuSign Envelope ID: 912D5EC4-00F8-487B-8724-0FC79C6B0250 DocuSign Envelope ID: 5FE72A8F-E25A-405A-B42B-0E2A7541D832 127
City of Goleta
Public Works Department and Solid Waste Solutions, Inc.

all of CONSULTANT's claims, demands, lawsuits, jud gments, damages, losses, injuries or liability to CONSULTANT, to CONSULTANT's employees, to CONSULTANT’s co ntractors or subcont ractors, 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 indirec tly, 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 propert y damage, lost profit, pers onal 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 offi cers, 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 c ourt costs, attorney fees, expert wi tness 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 hav e 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. I NSURANCE
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 t o 2004 and with minimum limits of $1,000,000 per occurrence and $2,000,000 general aggregate.

DocuSign Envelope ID: 912D5EC4-00F8-487B-8724-0FC79C6B0250 DocuSign Envelope ID: 5FE72A8F-E25A-405A-B42B-0E2A7541D832 128
City of Goleta
Public Works Department and Solid Waste Solutions, Inc.

b) Insurance Services Office form num ber 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 Pr ovider 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 insuran ce, CITY, its employees, officials, agents and member agencies shall be covered as additional insureds. Coverage shall apply to any and all liability arising out of the work performed or related to the contract. Additional insured status under the general liability requirement shall be provided on Insurance Services Office Form CG 20 10, with an edition date prior to 200 4, or i ts 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 separat ely 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 ma intain continuous coverage through a period no less than three years after completion of the services required by this agreement.

d) Except for pr ofessional 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 shal l n ot be suspended, voided, canceled or reduced in coverage or in limits except after 30 days’ prior written notice has been given to CITY.

DocuSign Envelope ID: 912D5EC4-00F8-487B-8724-0FC79C6B0250 DocuSign Envelope ID: 5FE72A8F-E25A-405A-B42B-0E2A7541D832 129
City of Goleta
Public Works Department and Solid Waste Solutions, Inc.

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 CIT Y for payment of premiums or other amounts with respect to the insurance require d 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 rep laced, CITY has the right but not the duty to obtain the insurance it deems necessary and any premium paid by CITY will be promptly reimbursed by CONSULTANT or CITY will withhold amounts sufficient to pay premium from CONSULTANT payments.

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

11. RELATIONSHIP OF CONSULTANT TO CITY
The relationship of the CONSULTANT to CITY shall be that of an independent contractor and that in no event s hall CONSULTANT be considered an officer, agent, servant or employee of CITY. CONSULTANT shall be solely responsible for any wor kers c ompensation 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 DocuSign Envelope ID: 912D5EC4-00F8-487B-8724-0FC79C6B0250 DocuSign Envelope ID: 5FE72A8F-E25A-405A-B42B-0E2A7541D832 130
City of Goleta
Public Works Department and Solid Waste Solutions, Inc.