Agenda Item A.8
CONSENT CALENDAR
Meeting Date: September 3, 2024
TO: Mayor and Councilmembers
SUBMITTED BY: Jaime A. Valdez, Assistant City Manager
PREPARED BY: JoAnne Plummer, Neighborhood Services Director SUBJECT: Amendment No. 3 to A greement No. 2023 -022 with Filippin Engineers, Inc. for Construction Management, Inspection, Testing and Engineering Services for the Community Garden at Armitos Park and the Splash Pad at Jonny D. Wallis Neighborhood Park RECOMMENDATION:
A. Authorize the City Manager to execute Amendment No. 3 to Professional Services Agreement No. 2023 -022 with Filippin Engineering, Inc. for Construction Management, Inspection, Testing and Engineering Services for the Community Garden at Armitos Park and the Splash Pad at Jonny D. Wallis Neighborhood Park, increasing the contract authority by $185,000, for a new total contract amount of $663,847.
B. Approve a budget expense appropriation for a total of $185,000 from the Park Development Impact Fee Fund as listed in the Fiscal Impact Section.
BACKGROUND:
On March 21, 2023, City Council awarded a Professional Services Agreement to Filippin Engineering, Inc. to provide construction management, inspection, and testing (CMIT) services for the Community Garden at Armitos Park and the Splash Pad at Jonny D Wallis Neighborhood Park in the amount of $291,847, assuming a maximum construction timeline of six months.
DISCUSSION:
The projects were planned and awarded to run simultaneously to reduce costs and impacts to the residents. Early in the project, supply chain demands on a primary element in the Splash Pad Project, created an unforeseen time extension of the projects, separating the efforts into two separate projects to manage. The project team evaluated opportunities to reduce oversight costs, but the demands of the project and need for daily inspections increased the necessary time in the field.
1 Meeting Date: September 3, 2024
On January 16, 2024, City Council awarded Amendment No. 2 in the amount of $187,000 for additional tasks for a total not -to-exceed amount of $ 478,847, with the assumption that both projects would be completed by April of 2024. As the project completion and closeout continue, this work effort req uires the need for additional funding. Staff is recommending an additional $185,000 for a total not-to-exceed amount of $663,847 for project completion and closeout for both projects.
JJ Fisher Construction, Inc. is t he contractor is the same for both contracts, with each project entering into liquidated damages (LDs), at $1,000 per day. The LDs for the Armitos Park Project, before any potential negotiations, are estimated to be $217,000, while the Jonny D. Wallis Park Project is estimated at $151,000 through the end of August. The amount of funding requested in Amendment No. 3 does include assumptions for closeout for both projects, including any potential claims, by the end of October 2024.
FISCAL IMPACTS:
The funding for the Community Garden Project and the Splash Pad Projects is currently encumbered in construction contracts, including the contingency. The Community Garden Project has $292,000 remaining in contingency to date , not including the $217,000 in LDs, while the Jonny D. Wallis Neighborhood Park Project is expected to be completed with LDs of approximately $151,000 by contract completion. LDs, at a minimum, are designed to cover the additional cost of projects when deadlines are not met due to contrac tor performance. Once the projects are closed out, any remaining encumbrances for contingency will be reduced. When combined with LDs for the City to receive, the remaining estimated budget of $660,00 may be eliminated to allow Park Development Impact Fee (DIF) funds to be used for other projects. As a result, staff is requesting an additional $185,000 from Park DIF funds to have sufficient budget authority now, even though the City is expecting to have the remaining budget once the encumbrance is removed and LDs are received at the end of the project. As a note, even with the extended deadlines and the two amendments for additional compensation in this contract, the CMIT costs for this project are less than 17% of total project costs.
Project Totals
Fund Type/
Project
Account FY
2024/2025
Current
Budget
YTD
Actuals
(currently
in
contracts)
Total
Appropriation &
not to exceed
amount
Requested
Total
Available
Budget
Park DIF
Community
Garden
221-90-
9084-
57071
$0 $2,067,134 $75,000 $2,142,134
Park DIF
Splash Pad
221-90-
9111-
57071
$28,564 $2,394,543 $110,000 $2,533,107
Total $28,564 $4,461,677 $185,000 $4,675,241
2 Meeting Date: September 3, 2024
LEGAL REVIEW BY: Megan Garibaldi, City Attorney
APPROVED BY: Robert Nisbet, City Manager
ATTACHMENTS:
1. Proposed Amendment No. 3 to Agreement No. 2023 -22 Professional Services Agreement Between the City of Goleta and Filippin Engineering, Inc.
2. Agreement No. 2023 -022 and Amendments No. 1 and No. 2 to Professional Services Agreement Between the City of Goleta and Filippin Engineering, Inc. 3 ATTACHMENT 1
PROPOSED AMENDMENT NO. 3 TO AGREEMENT NO. 2023-022
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF GOLETA
AND
FILIPPIN ENGINEERING, INC.
4 City of Goleta
Amendment No. 3 to Agreement No. 2023-022
AMENDMENT NO. 3
TO A PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF GOLETA
AND
FILIPPIN ENGINEERING, INC.
This Amendment No. 3 to the Professional Services Agreement by and between the City of Goleta , a municipal corporation (“ City”) and Filippin Engineering, Inc. (“Consultant”) dated March 21, 2023 (“Agreement,” Agreement No. 2023- 022) is made on this 3rd day of September 2024.
SECTION A. RECITALS
1. T his Agreement is for the professional Construction Management, Inspection, and Material Testing services for the Community Garden, San Jose Creek Multi-Purpose Path, and Armitos Park Improvements Projects and Jonny D.
Wallis Neighborhood Park Splash Pad and Improvements Project; and
2. This Agreement has been amended to extend the termination date from December 31, 2023 to December 31, 2024 (Amendment No. 1); and
3. T he original Agreement provides in Section 3 Subsection (a) for the total compensation amount not to exceed two hundred ninety-one thousand, eight hundred forty-seven dollars ($291,847); and
4. This Agreement has been amended on January 27, 2024 (Amendment No. 2) to provide for additional compensation in the amount of one hundred eighty - seven thousand dollars ($187,000) for continued tasks; and
5. The parties desire to amend the Agreement so as to provide for additional compensation in the amount of one hundred eighty -five thousand dollars ($185,000) for continued tasks; and
6. T he City Council approved this Amendment No. 3, on this 3 rd day of September,
2024.
SECTION B. AMENDED TERMS
Now therefore City and Consultant agree as follows that the Agreement be, and hereby is, amended as follows:
Docusign Envelope ID: B738897C-E7AE-4D98-8EFD-325ACF0DB0AF 5 City of Goleta
Amendment No. 3 to Agreement No. 2023-022
1. S ubsection (a) of Section 3 . COMPENSATION AND PAYMENT of the Agreement is amended to add an additional authorized amount of $185 ,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 four hundred seventy -eight thousand, eight hundred forty-seven dollars ($663,847) (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 CONS ULTANT until December 31, 2024, after which any change in said rates and expenses must be approved in writing by CITY's Project Manager as described in Section 5 (CITY is to be given 60 days notice of any rate increase request), provided the not to exceed amount is the total compensation due CONSULTANT
for all work described under this AGREEMENT.
2. Except as otherwise specifically provided herein, all other provisions of the Agreement shall remain in full force and effect
In concurrence and witness whereof, this Amendment No. 3 has been executed by the parties effective on the date and year first above written.
CITY OF GOLETA CONSULTANT
____________________________ ______________________________ Robert Nisbet, City Manager Gino Filippin, P.E.
President
ATTEST:
_____________________________ ______________________________ Deborah Lopez, City Clerk Kelly Wheeler, P.E.
Vice President
Docusign Envelope ID: B738897C-E7AE-4D98-8EFD-325ACF0DB0AF 6 City of Goleta
Amendment No. 3 to Agreement No. 2023-022
APPROVED AS TO FORM:
MEGAN GARIBALDI, CITY ATTORNEY
_____________________________
Scott Shapses, Deputy City Attorney
Docusign Envelope ID: B738897C-E7AE-4D98-8EFD-325ACF0DB0AF 7 ATTACHMENT 2
AGREEMENT NO. 2023-022 AND AMENDMENTS NO. 1 AND NO. 2 TO
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF GOLETA
AND
FILIPPIN ENGINEERING, INC.
8 City of Goleta
Neighborhood Services and Filippin Engineering, Inc.
Project Name: Construction Management for Community Garden, San Jose Creek Multi- Purpose Path, and Armitos Park Improvements Project and the Jonny D. Wallis Neighborhood Park Splash Pad and Improvements Project
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF GOLETA
AND
FILIPPIN ENGINEERING, INC.
This AGREEMENT FOR PROFESSIONAL SERVICES (herein referred to is made and entered into this ________ day of ______ ,
20____, by and between the CITY OF GOLETA, a municipal corporation (herein referred to as "CITY"), and FILIPPIN ENGINEERING, INC. , a California Corporation (herein referred to as "CONSULTANT").
SECTION A. RECITALS
1. The CITY has a need for professional Construction Management, Inspection and Material Testing services for the Community Garden, San Jose Creek Multi-Purpose Path, and Armitos Park Improvements Project and Jonny D. Wallis Neighborhood Park Splash Pad and Improvements Project; and
2. The CITY does not have the personnel able and/or available to perform the services required under this AGREEMENT, and therefore, the CITY desires to contract for professional services to accomplish this work; and
3. The CITY procured these services in compliance with Goleta Municipal Code Section 3.05.260.
4. The City Council, on this ____ 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:
9 City of Goleta
Neighborhood Services and Filippin Engineering, Inc.
Professional Construction Management, Inspection and Material Testing Services in conjunction with Community Garden, San Jose Creek Multi-Purpose Path, and Armitos Park Improvements Project and Jonny D. Wallis Neighborhood Park Splash Pad and
Improvements Project. Services shall generally include as more particularly set forth in the Scope of Work, attached as Exhibit and incorporated herein.
CONSULTANT shall deliver to CITY the deliverables defined in .
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 $291,847 (herein "not to exceed amount"), and shall be earned as the work progresses on the following basis:
Hourly at the hourly rates and with reimbursement to
CONSULTANT for those expenses set forth in CONSULTANT's Schedule of Fees marked Exhibit "B," attached and incorporated herein. The rates and expenses set forth in that exhibit shall be binding upon CONSULTANT until December 31, 2023, after which any change in said rates and expenses must be approved in writing by CITY's Project Manager as described in Section 5 (CITY is to be given 60 days notice of any rate increase request), provided the not to exceed amount is the total compensation due CONSULTANT for all work described under this AGREEMENT.
(b) Payment . CONSULTANT shall provide CITY with written verification of the actual compensation earned, which written verification shall be in a form satisfactory to CITY's Project Manager, as described in Section 5.
Invoices shall be made no more frequently than on a monthly basis, and describe the work performed (including a list of hours worked by personnel classification).
All payments shall be made within 30 days after CITY pproval 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 10 City of Goleta
Neighborhood Services and Filippin Engineering, Inc.
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 JoAnne Plummer, Project Manager shall have the authority to act on behalf of the CITY in administering this AGREEMENT but shall not be authorized to extend the term of the AGREEMENT or increase the not to exceed amount.
6. TERM, PROGRESS AND COMPLETION
The term of this AGREEMENT is from the date first written above to December 31, 2023 unless term of this AGREEMENT is extended, or the AGREEMENT is terminated as provided for herein.
CONSULTANT shall not commence work on the services to be performed until (i) CONSULTANT furnishes proof of insurance as required by Section 10 below, and (ii) CITY gives written authorization to proceed with the work provided by CITY's Project Manager.
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. Kelly Wheeler, P.E., 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 M
sent.
11 City of Goleta
Neighborhood Services and Filippin Engineering, Inc.
9. HOLD HARMLESS AND INDEMNITY
(a) Hold Harmless for CONSULTANT's Damages. CONSULTANT holds CITY, its elected officials, officers, agents, and employees, harmless from all of CONSULTANT's claims, demands, lawsuits, judgments, damages, losses, injuries or liability to CONSULTANT, to CONSULTANT's employees, to CONSULTAN contractors, or to the owners of
CONSULTANT's firm, which damages, losses, injuries or liability occur during the work required under this AGREEMENT, or occur while CONSULTANT is on CITY property, or which are connected, directly or indirectly, with CONSULTANT's performance of any activity or work required under this AGREEMENT.
(b) Defense and Indemnity of Third Party Claims/Liability.
CONSULTANT shall investigate, defend, and indemnify CITY, its elected officials, officers, agents, and employees, from any claims, lawsuits, demands, judgments, and all liability including, but not limited to, monetary or property damage, lost profit, personal injury, wrongful death, general liability, automobile, infringement of copyright/patent/trademark, or professional errors and omissions arising out of, directly or indirectly, an error, negligence, or omission of representatives, subconsultants, or subcontractors, or the willful misconduct of CONSULTANT or any of CONSULT
representatives, subconsultants, or subcontractors, in performing the services described in, or normally associated with, this type of contracted work. The duty to defend shall include any suits or actions concerning any activity, product or work required under this AGREEMENT, and also include the payment of all court costs, attorney fees, expert witness costs, investigation costs, claims adjusting costs and any other costs required for and related thereto. (c) No Waiver. CITY does not waive, nor shall be deemed to have waived, any indemnity, defense or hold harmless rights under this section because of the acceptance by CITY, or the deposit with CITY, of any insurance certificates or policies described in Section 10.
10. INSURANCE
CONSULTANT shall, at CONSULTANT's sole cost and expense, provide insurance as described herein. All insurance is to be placed with insurers authorized to do business in the State of California with an A.M. Best and Company rating of A- or better, Class VII or better, or as otherwise approved by CITY.
12 City of Goleta
Neighborhood Services and Filippin Engineering, Inc.
Insurance shall include the following (or broader) coverage:
a)
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
ial general liability policy.
c) on insurance complying with C
compensation laws, including statutory limits for work
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
bility. Coverage will not be
limited to CITY ability.
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.
13 City of Goleta
Neighborhood Services and Filippin Engineering, Inc.
d) Except for professional liability insurance, liability coverage shall be primary and non-contributing with any insurance maintained by CITY.
e) Evidence of coverage (includi ation and
emplo liability policies) shall provide that coverage shall not be suspended, voided, canceled or reduced in coverage or in limits itten 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
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 14 City of Goleta
Neighborhood Services and Filippin Engineering, Inc.
responsible for any workers compensation insurance, withholding taxes, unemployment insurance, and any other employer obligations associated with the described work.
12. CORRECTIONS
In addition to the above indemnification obligations, CONSULTANT shall correct, at its expense, all errors in the work that may be disclosed during CITY's review of CONSULTANT's report or plans. Should CONSULTANT fail to make such correction in a reasonably timely manner, such correction shall be made by CITY, and the cost thereof shall be charged to CONSULTANT or withheld from any funds due to CONSULTANT hereunder.
13. TERMINATION BY CITY
CITY, by notifying CONSULTANT in writing, may upon 10 calendar days notice, terminate without cause any portion or all of the services agreed to be performed under this AGREEMENT. If termination is for cause, no notice period need be given. In the event of termination, CONSULTANT shall have the right and obligation to immediately assemble work in progress for the purpose of closing out the job. All compensation for actual work performed and charges outstanding at the time of termination shall be payable by CITY to CONSULTANT within 30 days following submission of a final statement by CONSULTANT unless termination is for cause. In such event, CONSULTANT shall be compensated only to the extent required by law.
14. ACCEPTANCE OF FINAL PAYMENT CONSTITUTES RELEASE
The acceptance by CONSULTANT of the final payment made under this AGREEMENT shall operate as and be a release of CITY from all claims and liabilities for compensation to CONSULTANT for anything done, furnished, or relating to CONSULTANT'S work or services. Acceptance of payment shall be any negotiation of CITY's check or the failure to make a written extra compensation claim within 10 calendar days of the receipt of that check.
However, approval or payment by CITY shall not constitute, nor be deemed, a release of the responsibility and liability of CONSULTANT, its employees, subcontractors, agents and CONSULTANTs for the accuracy and competency of the information provided and/or work performed; nor shall such approval or 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 15 City of Goleta
Neighborhood Services and Filippin Engineering, Inc.
AGREEMENT and will permit CITY to audit, examine and/or reproduce such records. CONSULTANT will retain such financial records, time sheets, work progress reports, invoices, bills and project records for at least two years after termination or final payment under this AGREEMENT.
16. WAIVER; REMEDIES CUMULATIVE
Failure by a party to insist upon the strict performance of any of the provisions of this AGREEMENT by the other party, irrespective of the length of time for which such failure continues, shall not constitute a waiver of such party's right to demand strict compliance by such other party in the future. No waiver by a party of a default or breach of the other party shall be effective or binding upon such party unless made in writing by such party, and no such waiver shall be implied from any omissions by a party to take any action with respect to such default or breach. No express written waiver of a specified default or breach shall affect any other default or breach, or cover any other period of time, other than any default or breach and/or period of time specified. All of the remedies permitted or available to a party under this AGREEMENT, or at law or in equity, shall be cumulative and alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right of remedy.
17. CONFLICT OF INTEREST
CONSULTANT is unaware of any CITY employee or official that has a financial interest in CONSULTANT'S business. During the term of this AGREEMENT and/or as a result of being awarded this AGREEMENT, CONSULTANT shall not offer, encourage or accept any financial interest in CONSULTANT'S business by any CITY employee or official.
18. CONSTRUCTION OF LANGUAGE OF AGREEMENT
The provisions of this AGREEMENT shall be construed as a whole according to its common meaning of purpose of providing a public benefit and not strictly for or against any party. It shall be construed consistent with the provisions hereof, in order to achieve the objectives and purposes of the parties.
Wherever required by the context, the singular shall include the plural and vice 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. 16 City of Goleta
Neighborhood Services and Filippin Engineering, Inc.
20. GOVERNING LAW
This AGREEMENT, and the rights and obligations of the parties, shall be governed and interpreted in accordance with the laws of the State of California.
Should litigation occur, venue shall be in Superior Court of Santa Barbara County.
21. NONDISCRIMINATION
CONSULTANT shall not discriminate on the basis of race, color, gender, gender identity/expression, pregnancy, sexual orientation, disability, marital status, or any other characteristic protected under applicable federal or state law.
22. TAXPAYER IDENTIFICATION NUMBER
CONSULTANT shall provide CITY with a complete Request for Taxpayer Identification Number and Certification, Form W-9 (Rev. October 2018), as issued by the Internal Revenue Service.
23. NON-APPROPRIATION OF FUNDS
Payments due and payable to CONSULTANT for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of CITY funds. In the event CITY has not appropriated sufficient funds for payment of CONSULTANT services beyond the current fiscal year, this AGREEMENT shall cover only those costs incurred up to the conclusion of the current fiscal year.
24. MODIFICATION OF AGREEMENT
The tasks described in this AGREEMENT and all other terms of this AGREEMENT may be modified only upon mutual written consent of CITY and CONSULTANT.
25. U CITY
Referen CITY 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.
17 City of Goleta
Neighborhood Services and Filippin Engineering, Inc.
27. CAPTIONS
The captions or headings in this AGREEMENT are for convenience only and in no other way define, limit or describe the scope or intent of any provision or section of the AGREEMENT.
28. AUTHORIZATION
Each party has expressly authorized the execution of this AGREEMENT on its behalf and bind said party and its respective administrators, officers, directors, shareholders, divisions, subsidiaries, agents, employees, successors, assigns, principals, partners, joint venturers, insurance carriers and any others who may claim through it to this AGREEMENT.
29. ENTIRE AGREEMENT BETWEEN PARTIES
Except for CONSULTANT'S proposals and submitted representations for obtaining this AGREEMENT, this AGREEMENT supersedes any other agreements, either oral or in writing, between the parties hereto with respect to the rendering of services, and contains all of the covenants and agreements between the parties with respect to said services.
30. PARTIAL INVALIDITY
If any provision in this AGREEMENT is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.
31. NOTICES
Any notice required to be given hereunder shall be deemed to have been given by depositing said notice in the United States mail, postage prepaid, and addressed as follows:
TO CITY: Attention: Robert Nisbet, City Manager
City of Goleta
130 Cremona Drive, Suite B
Goleta, CA 93117
TO CONSULTANT: Filippin Engineering, Inc.
354 S. Fairview Avenue, D
Goleta, CA 93117
18 City of Goleta
Neighborhood Services and Filippin Engineering, 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.
CITY OF GOLETA CONSULTANT
_____________________________ _____________________________ Robert Nisbet, City Manager Gino Filippin, P.E Principle Civil Engineer
ATTEST
_____________________________ _____________________________ Deborah Lopez, City Clerk Kelly Wheeler, PE
Vice President
APPROVED AS TO FORM:
MEGAN GARIBALDI, CITY ATTORNEY
_____________________________
Winnie Cai, Assistant City Attorney
19 City of Goleta
Amendment No. 1 to Agreement No. 2023-022
AMENDMENT NO. 1
TO A PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF GOLETA
AND
FILIPPIN ENGINEERING, INC.
This Amendment No. 1 to the Professional Services Agreement by and between the City of Goleta , a municipal corporation ( City ) and Filippin Engineering, Inc. ( Consultant ) dated March 21, 2023 , Agreement No. 2023-022) is made on this _____ day of ___, 20______.
SECTION A. RECITALS
1. This Agreement is for professional Construction Management, Inspection, and Material Testing services for the Community Garden, San Jose Creek Multi-Purpose Path, and Armitos Park Improvements Projects and Jonny D.
Wallis Neighborhood Park Splash Pad and Improvements Project; and
2. The Agreement currently provides in Section 6 for the termination of the Agreement on December 31, 2023; and
3. The parties desire to amend the Agreement so as to extend the termination of the Agreement to December 31, 2024; and
4. The City Manager approved this Amendment No. 1, on this _____ day of ____, 20_____.
SECTION B. AMENDED TERMS
Now therefore City and Consultant agree as follows that the Agreement be, and hereby is, amended as follows:
1. Section 6. TERM, PROGRESS AND COMPLETION of the Agreement is amended to extend the term for an additional twelve months (12) to read in its entirety:
The term of this Agreement is from the date first written above to December 31, 2024, unless the term of this Agreement is extended or the Agreement is terminated as provided for herein.
CONSULTANT shall not commence work on the services to be performed until (i) CONSULTANT furnishes proof of insurance as required by Section 10 below, and (ii) CITY gives written authorization to proceed with the Project Manager. All services shall be completed within the term of this Agreement following the notice to proceed.
20 City of Goleta
Amendment No. 1 to Agreement No. 2023-022
2. Except as otherwise specifically provided herein, all other provisions of the Agreement shall remain in full force and effect.
In concurrence and witness whereof, this Amendment No. 1 has been executed by the parties effective on the date and year first above written.
CITY OF GOLETA CONSULTANT
____________________________ ______________________________ Robert Nisbet, City Manager Gino Filippin, P.E.
President
ATTEST:
_____________________________ ______________________________ Deborah Lopez, City Clerk Kelly Wheeler, P.E.
Vice President
APPROVED AS TO FORM:
MEGAN GARIBALDI, CITY ATTORNEY
_____________________________
Scott Shapses, Deputy City Attorney
21 City of Goleta
Amendment No. 2 to Agreement No. 2023-022
AMENDMENT NO. 2
TO A PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF GOLETA
AND
FILIPPIN ENGINEERING, INC
This Amendment No. 2 to the Professional Services Agreement by and between the City of Goleta , a municipal corporation ( City ) and Filippin Engineering, Inc. ( Consultant ) dated March 21, 2023 , Agreement No. 2023-022) is made on this 16th day of January, 2024.
SECTION A. RECITALS
1. This Agreement is for the professional Construction Management, Inspection, and Material Testing services for the Community Garden, San Jose Creek Multi-Purpose Path, and Armitos Park Improvements Projects and Jonny D.
Wallis Neighborhood Park Splash Pad and Improvements Project; and
2. This Agreement has been amended to extend the termination date from December 31, 2023 to December 31, 2024 (Amendment No. 1); and
3. The Agreement currently provides in Section 3 Subsection (a) for the total compensation amount not to exceed two hundred ninety-one thousand, eight hundred forty-seven dollars ($291,847); and
4. The parties desire to amend the Agreement so as to provide for additional compensation in the amount of one hundred eighty-seven thousand dollars ($187,000) for continued tasks; and
5. The City Council approved this Amendment No. 2, on this 16 th day of January,
2024.
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 $187,000 and to read in its entirety:
(a) Maximum and Rate . The total compensation payable to CONSULTANT by CITY for the services under this AGREEMENT SHALL NOT EXCEED the sum of four hundred seventy-eight 22 City of Goleta
Amendment No. 2 to Agreement No. 2023-022
thousand, eight hundred forty-seven dollars ($478,847) (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, 2024, after which any change in said rates and expenses must be approved in writing by CITY's Project Manager as described in Section 5 (CITY is to be given 60 days notice of any rate increase request), provided the not to exceed amount is the total compensation due CONSULTANT
for all work described under this AGREEMENT.
2. Except as otherwise specifically provided herein, all other provisions of the Agreement shall remain in full force and effect
In concurrence and witness whereof, this Amendment No. 2 has been executed by the parties effective on the date and year first above written.
CITY OF GOLETA CONSULTANT
____________________________ ______________________________ Robert Nisbet, City Manager Gino Filippin, P.E.
President
ATTEST:
_____________________________ ______________________________ Deborah Lopez, City Clerk Kelly Wheeler, P.E.
Vice President
APPROVED AS TO FORM:
MEGAN GARIBALDI, CITY ATTORNEY
_____________________________
Scott Shapses, Deputy City Attorney
23