CPMS Agenda Item A.10
CONSENT CALENDAR
Meeting Date: May 20, 2025
TO: Mayor and Councilmembers
SUBMITTED BY: Luz “Nina” Buelna, Public Works Director
PREPARED BY: Sarah Fox, Public Works Business and Administration Manager SUBJECT: Public Works Professional Services and General Services Amendments with Sweeping Corporation of America , LLC. and COM3 Consulting
RECOMMENDATION:
A. Authorize the City Manager to execute Amendment No. 2 to General Services Agreement number 2022 -036 with Sweeping Corporation of America LLC , increasing the total not-to-exceed amount by $212,095.50 for a total not-to-exceed amount of $572,304.51 and a termination date of June 30, 2026; and B. Authorize the City Manager to execute Amendment No. 1 to Professional Services Agreement number 2023 -082 with COM3 Consulting, increasing the total not -to- exceed amount by $154,000 for a total not -to-exceed amount of $4 76,000 and a termination date of June 30, 2026.
BACKGROUND:
Public Works has engaged consultants and contractors to provide a variety of professional and general services for the city since its incorporation in 2002. Public Works selected and executed agreements with the following consultants from the City’s approved pre-qualified consultant list, approved by Council on January 17, 2023, or through a request for proposal to provide various professional or general services for the Public Works Department. The information below summarizes the services provided by each consultant, proposed amendments and agreements, justification, and recommended actions.
1 Meeting Date: May 20, 2025
DISCUSSION:
Sweeping Corporation of America, LLC.
Cleanstreet LLC. was awarded a three-year General Services Agreement on April 5, 2022, for street sweeping services with a not-to-exceed amount of $360,209.01 following a public request for proposal procurement process. The agreement was amended on June 5, 2024, allowing CleanStreet LLC to assign its interests under Agreement No. 2022-036 and subsequent amendments to Sweeping Corporation of America LLC. Street sweeping is a best management practice of municipal stormwater management programs, and helps prevent pollution from entering local creeks and waterways.
Proposed Amendment No. 2 to General Services Agreement number 2022-036 with Sweeping Corporation of America, LLC, for municipal street sweeping services in Eastern Goleta, increases the total not-to-exceed amount by $212,095.50 for a total not-to-exceed amount of $572,304.51, and extends the termination date to June 30, 2026.
COM3
COM3 Consulting was awarded a two-year professional services agreement on July 18, 2023, for project management services in the amount of $322,000. The proposed Amendment No. 1 to Professional Services Agreement number 2023-082 with COM3 Consulting is for project management services, increasing the total not-to-exceed amount by $154,000 for a total not-to-exceed amount of $476,000, and extending the termination date to June 30, 2026.
FISCAL IMPACTS:
These amendments are funded by various accounts listed in Table 1 below. These expenses will be part of the Fiscal Year 2025-26 budget.
Table 1 – Estimated Costs and Funding for Agreements and Amendments Vendor Project
Component
Estimated
Total Costs
Funding Source Funding
Amounts
Sweeping
Corporation
of America
LLC
Municipal Street
Sweeping
Services
$212,095.50 211-50-5900-
51075
Maintenance-
Street Sweeping
$212,095.50
COM3 Project
Management
Services
$154,000.00 Various CIP
project accounts
$154,000.00
Subtotal $366,095.50 $366,095.50
2 Meeting Date: May 20, 2025
ALTERNATIVES:
The City Council can elect not to approve the amendments and agreements discussed herein; however, this would result in significant delays in completing work associated with street sweeping and capital improvement projects.
LEGAL REVIEW BY: Isaac Rosen, City Attorney
APPROVED BY: Robert Nisbet, City Manager
ATTACHMENTS:
1. Amendment No. 2 to General Services Agreement No. 2022-036 with Sweeping Corporation of America LLC
2. Amendment No. 1 and General Services Agreement No. 2022-036 with Sweeping Corporation of America LLC
3. Amendment No. 1 to Professional Services Agreement No. 2023-082 with COM3 Consulting
4. Professional Services Agreement No. 2023-082 with COM3 Consulting 3 ATTACHMENT 1
Amendment No. 2 to General Services Agreement No. 2022-036 with Sweeping Corporation of America LLC
4 City of Goleta
Amendment No. 2 to Agreement No. 2022-036
AMENDMENT NO. 2
TO A GENERAL SERVICES AGREEMENT
BETWEEN THE CITY OF GOLETA
AND
SCA of CA, LLC
This Amendment No. 2 to the General Services Agreement by and between the City of Goleta, a municipal corporation (“City”) and SCA of CA, LLC (“Service Provider”) dated April 5, 2022 (“Agreement,” Agreement No. 2022-036) is made on this 20th day of May, 2025.
SECTION A. RECITALS
1. This Agreement is for providing street sweeping services in conjunction with the Street Sweeping Program project; and
2. This Agreement was amended on June 5th, 2024 to allow for CleanStreet LLC to assign its interests under Agreement No. 2022-036 and subsequent amendments to SCA of CA, LLC; and
3. The parties desire to further amend the Agreement to provide for additional compensation and extend the term by twelve months; and
4. The Agreement currently provides in Section 2 Subsection (a) for the total compensation amount not to exceed $360,209.01; and
5. The parties desire to amend the Agreement so as to provide for additional compensation in the amount of $212,095.50 for continued tasks; and
6. The Agreement currently provides in Section 6 for the termination of the Agreement on June 30, 2025; and
7. The parties desire to amend the Agreement so as to extend the termination of the Agreement to June 30, 2026; and
8. The Agreement currently provides in Exhibit A entitled “Scope of Work” the complete and particular description of services; and
9. 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
10. The Agreement currently provides in Exhibit B entitled “Schedule of Fees” the hourly rates; and
5 City of Goleta
Amendment No. 2 to Agreement No. 2022-036
11. The parties desire to amend Exhibit B of the Agreement to identify the new hourly rates, attached as “Exhibit B-1”; and
12. City Council approved this Amendment No. 2, on this 20th day of May, 2025.
SECTION B. AMENDED TERMS
Now therefore City and Service Provider agree that the Agreement be, and hereby is, amended as follows:
1. Subsection (a) of Section 2 . COMPENSATION AND PAYMENT of the Agreement is amended to add an additional authorized amount of $212,095.50 and to read in its entirety:
(a) Maximum and Rate . The total compensation earned by or payable to the Service Provider, by the City, for any and all services under this Agreement are estimated to be $572,304.51, and SHALL NOT EXCEED the sum of $572,304.51 (herein "not-to-exceed amount") and shall be earned on the following basis:
Hourly at the hourly rates and with reimbursement to the Service Provider for those expenses set forth in Service Provider's Schedule of Fees marked Exhibit "B," attached and incorporated herein.
2. Section 6. TERM of the Agreement is amended to extend the term for an additional twelve months to read in its entirety:
The term of this Agreement is from the date first written above to June 30, 2026 , unless the term of this Agreement is extended or the Agreement is terminated as provided for herein.
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. 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.
6 City of Goleta
Amendment No. 2 to Agreement No. 2022-036
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 SERVICE PROVIDER
____________________________ ______________________________ Robert Nisbet, City Manager Brad Becker, Regional Vice President ATTEST:
_____________________________ ______________________________ Deborah Lopez, City Clerk Patrick Carabin, Associate General Counsel APPROVED AS TO FORM:
ISAAC ROSEN, ACTING CITY ATTORNEY
_____________________________
Scott Shapses, Deputy City Attorney
7 City of Goleta
Amendment No. 2 to Agreement No. 2022-036
Exhibit A-1
Scope of Work
The Contractor shall furnish all materials, labor, supervision, and equipment necessary to perform all work required for the sweeping of streets in the City of Goleta in accordance with federal, state, and local laws, rules, and regulations. The services to be provided include those listed below, including the conditions and details outlined in the RFP dated January 27
th, 2022. All sweeping shall be conducted to the satisfaction of the City.
1. Standard Sweeping Services
City streets and parking lots at locations shown on the City’s Website www.cityofgoleta.org/StreetSweeping will be swept. The number of curb miles billable for each route are listed below. Any changes to curb miles billable shall be pre-approved by the City in writing.
• The City reserves the right to change frequency of sweeping routes, modify routes with either reduction or addition of curb miles swept, and add new streets and routes to be swept. The Contractor may utilize the 25% contingency, at the mileage rate outlined in Exhibit A-1, with prior written request by Contractor and written approval from the City. Adjustments to frequency, including increases and/or decreases, may be made by the City, upon 15 days’ notice to the Contractor.
• Curb Miles Billable by Zone:
o Zone 1: 66 curb miles
o Zone 2: 61 curb miles
o Zone 3: 76.5 curb miles
2. Sweeping after Special Events
The Contractor shall attend pre-event meetings at the City’s request in the week before each event to review required logistics and timing. The Contractor shall immediately sweep after the event in the manner to be described at the pre-event meeting the week before each event. Some events may require the contractor to provide two or three sweepers. Event dates and details are subject to change:
• Independence Day Parade (Saturday closest to July 4th) • Holiday Parade (First Friday in December)
• Annual Household Goods and Hazardous Waste Day (Second Saturday in April)
8 City of Goleta
Amendment No. 2 to Agreement No. 2022-036
3. Obstructions
Contractor shall conduct monthly and ad-hoc manual cleaning (with leaf vacuum, manual removal, or other method) and debris collection surrounding obstructions, such as parked cars and personal property. Areas of the City with a high propensity for obstructions that will be cleaned monthly are depicted on the City’s website www.cityofgoleta.org/StreetSweeping.
4. Trash Conditions Observations
The sweeper shall note the existing condition of each route as the route is being swept. Sweeper shall categorize the pre-existing condition of each route as one of the following:
• A: Low Trash Level (clean)
• B: Moderate Trash Level (mostly clean)
• C: High Trash Level (noticeable trash)
• D: Very High Trash Level (lots of trash)
Key staff shall attend a training provided by the City.
5. Emergency Services
As part of the standard sweeping service, the Contractor shall provide an emergency phone number of the Contractor’s representative for emergencies. The Contractor shall respond to City emergency requests within four (4) hours. If the four- hour time is exceeded, then Contractor shall not be paid for that week’s regularly scheduled street sweeping services.
6. Reporting and Daily Logs
Deliverable: Reports on daily activities shall be maintained daily and submitted to the City with monthly invoices or upon request; reports shall contain the following:
• Route identification, date, day of the week
• Curb miles swept
• Day of the week
• Volume of debris
• Trash Conditions Observations of each route (A, B, C, or D) • Reason for cancellation/missed sweeps
• Block numbers and street names that are not swept due to obstructions the
9 type of obstruction
• Information regarding manual litter removal around obstructions (block and street number).
Deliverable: Monthly summaries on key topics shall also be included. Reports shall include the following content:
• Citizen complaints and resolution
• Hazardous conditions report
• Street sweeping obstruction report
• Street sweeping route schedule compliance
• Routes swept
• Curb miles swept
• Debris collected in tons and cubic yards for all sweeping services provided Monthly services will not be paid until the reporting of this section are submitted and approved by the City.
7. Regular Meetings
The Contractor shall attend regular meetings with the City to review progress, questions, complaints, and any other street sweeping matters. The Contractor’s supervisor shall attend the meetings with the City in City offices at mutually acceptable times as arranged by the City.
City of Goleta
Amendment No. 2 to Agreement No. 2022-036
10 City of Goleta
Amendment No. 2 to Agreement No. 2022-036
Exhibit B-1
Schedule of Fees
Contractor is responsible for disposal costs.
Disposal costs will be paid for by Contractor
Scope Item Description and Notes Unit $/Unit Total
Standard
Sweeping Service
Municipal street sweeping
services inclusive of
reporting, trash condition
notes, meetings,
administration, special
events, debris disposal etc.
Billed at a flat monthly
rate of $15487.33
Year $92,924.00 $185,848.00
Standard
Cleaning Around
Obstructions
Monthly cleaning around
obstructions in areas
identified by City Project
Manager, cost includes
debris disposal. Billed at a
flat monthly rate of
$2,051.00
Year $24,612.00 $24,612.00
Ad Hoc Debris
Disposal
Ad hoc disposal for debris
collected in addition to
debris from standard
sweeping service and
standard monthly cleaning
around obstructions. The
contract includes funding
for 50 tons of additional
debris disposal. Additional
debris disposal must be
approved in writing by the
City Project Manager before
work is executed.
Ton $123.00 $6,150.00
Ad Hoc per mile
cost for Standard
Sweeping Service
As-needed standard street
sweeping services inclusive
of reporting, trash condition
notes, meetings,
administration, etc. The
contract includes funding
for 100 miles of ad hoc
standard street sweeping.
Mile $47.60 $4,760.00
Ad Hoc per mile
Standard
Cleaning Around
Obstructions
As-needed removal of
trash, litter, and other debris
in obstruction areas
identified by the City Project
Manager. The contract
includes funding for 50
miles of ad hoc standard
cleaning around
obstructions.
Mile $154.51 $7,725.50
TOTAL $212,095.50
11 ATTACHMENT 2
Amendment No. 1 and General Services Agreement No. 2022-036 with Sweeping Corporation of America LLC
12 City of Goleta
Amendment No. 1 to Agreement No. 2022-036
AMENDMENT NO. 1
TO A GENERAL SERVICES AGREEMENT
BETWEEN THE CITY OF GOLETA
AND
CLEANSTREET, LLC.
This Amendment No. 1 to the General Services Agreement by and between the City of Goleta , a municipal corporation ( “City”) and CleanStreet LLC , a California Corporation (“Service Provider”) dated April 5, 2022 (“Agreement,” Agreement No. 2022- 036) is made on this _____ day of _______, 2024.
SECTION A. RECITALS
1. This Agreement is for providing street sweeping services in conjunction with the Street Sweeping Program project; and
2. The parties desire to amend the Agreement to allow for CleanStreet LLC to assign its interests under Agreement No. 2022-036 and subsequent amendments to SCA of CA, LLC; and
3. The City Manager approved this Amendment No. 1, on this _____ day of _______, 2024.
SECTION B. AMENDED TERMS
Now therefore City and Service Provider agree that the Agreement be, and hereby is, amended as follows:
1. The City hereby approves CleanStreet LLC (“Assignor”) to assign its interests under Agreement No. 2022-036 and subsequent amendments of Agreement No. 2022-036 to SCA of CA, LLC (“Assignee”). Upon assignment, Assignee shall assume all rights, obligations, and liabilities of Agreement No. 2022-036 and subsequent amendments of Agreement No. 2022-036. Assignor shall remain liable to City for full performance of Agreement No. 2022-036 in the event Assignee fails to perform during the current term of Agreement No. 2022-036.
2. Except as otherwise specifically provided herein, all other provisions of the Agreement shall remain in full force and effect.
13 City of Goleta
Amendment No. 1 to Agreement No. 2022-036
(The remainder of this page is intentionally left blank)
In concurrence and witness whereof, this Amendment No. 1 has been executed by the parties effective on the date and year first above written.
CITY OF GOLETA SERVICE PROVIDER
____________________________ ______________________________ Robert Nisbet, City Manager Brad Becker, Regional Vice President
ATTEST:
_____________________________ ______________________________ Deborah Lopez, City Clerk Patrick Carabin, Associate General Counsel
APPROVED AS TO FORM:
MEGAN GARIBALDI, CITY ATTORNEY
_____________________________
Scott Shapses, Deputy City Attorney
14 CITY COUNCIL
Paula Perotte
Mayor
Luz Reyes -Martín
Mayor Pro Tempore
District 1
Stuart Kasdin
Councilmember
James Kyriaco
Councilmember
District 2
Kyle Richards
Councilmember
CITY MANAGER
Robert Nisbet
April 26, 2024
Brad Becker
SCA of CA, LLC
4141 Rockside Road, Suite 100
Cleveland, OH 44131
RE: CleanStreet Agreement 2022-036 Assignment Approval
Dear Mr. Becker,
The City has received a letter from Patrick Carabin and Brad Becker dated March 26, 2024 notifying the City that CleanStreet LLC has assigned its interests under the Agreement No. 2022- 036 and subsequent amendments and requesting that the City approve such assignment to SCA of CA, LLC.
The City of Goleta hereby approves the assignment effective July 1, 2024.
Sincerely,
Robert Nisbet
City Manager
CC: Assignment Request Letter from SCA of CA, LLC
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30 ATTACHMENT 3
Amendment No. 1 to Professional Services Agreement No. 2023-082 with COM3 Consulting
31 City of Goleta
Amendment No. 1 to Agreement No. 2023-082
AMENDMENT NO. 1
TO A PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF GOLETA
AND
COM3 CONSULTING, INC.
This Amendment No. 1 to the Professional Services Agreement by and between the City of Goleta , a municipal corporation (“City”) and COM3 Consulting, Inc. (“Consultant”) dated July 18, 2023 (“Agreement,” Agreement No. 2023-082) is made on this ____ day of ___________, 2025.
SECTION A. RECITALS
1. This Agreement is for the project management support services for various Capital Improvement Program and Capital Maintenance projects; and
2. The Agreement currently provides in Section 3 Subsection (a) for the total compensation amount not to exceed three hundred and twenty-two thousand dollars ($322,000); and
3. The parties desire to amend the Agreement so as to provide for additional compensation in the amount of $154,000 for continued tasks; and
4. The Agreement currently provides in Section 6 for the termination of the Agreement on June 30, 2025; and
5. The parties desire to amend the Agreement so as to extend the termination of the Agreement to June 30, 2026; and
6. The Agreement currently provides in Exhibit B entitled “Schedule of Fees” the hourly rates; and
7. The parties desire to amend Exhibit B of the Agreement to identify the new hourly rates, attached as “Exhibit B-1”; and
8. The City Council approved this Amendment No. 1, on this __ _____ day of _____________, 2025.
SECTION B. AMENDED TERMS
Now therefore City and Consultant agree that the Agreement be, and hereby is, amended as follows:
Docusign Envelope ID: 55EFA38F-A7F6-4F2D-AEE5-583385FCEC37 32 City of Goleta
Amendment No. 1 to Agreement No. 2023-082
1. Subsection (a) of Section 3. COMPENSATION AND PAYMENT of the Agreement is amended to add an additional authorized amount of $154,000 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 and seventy -six thousand dollars ($476,000) (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, 2026, after which any change in said rates and expenses must be approved in writing by CITY's Project
Manager as described in Section 5 (CITY is to be given 60 days notice of any rate increase request), provided the not to exceed amount is the total compensation due CONSULTANT
for all work described under this AGREEMENT.
2. Section 6. TERM, PROGRESS AND COMPLETION of the Agreement is amended to extend the term for an additional year to read in its entirety:
The term of this Agreement is from the date first written above to June 30, 2026, 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 B “Schedule of Fees” with Exhibit B-1 “Schedule of Fees” attached
4. Except as otherwise specifically provided herein, all other provisions of the Agreement shall remain in full force and effect.
Docusign Envelope ID: 55EFA38F-A7F6-4F2D-AEE5-583385FCEC37 33 City of Goleta
Amendment No. 1 to Agreement No. 2023-082
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 Gerald Comati, President
ATTEST:
_____________________________ ______________________________ Deborah Lopez, City Clerk Gerald Comati, Chief Financial Officer
APPROVED AS TO FORM:
ISAAC ROSEN, ACTING CITY ATTORNEY
_____________________________
Scott Shapses, Deputy City Attorney
Docusign Envelope ID: 55EFA38F-A7F6-4F2D-AEE5-583385FCEC37 34 EXHIBIT B-1
SCHEDULE OF FEES
Docusign Envelope ID: 55EFA38F-A7F6-4F2D-AEE5-583385FCEC37 35 ATTACHMENT 4
Professional Services Agreement No. 2023-082 with COM3 Consulting
36 City of Goleta
Public Works – COM3 Consulting, Inc.
Project Name: Project Management Support Services
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF GOLETA
AND
COM3 Consulting, Inc.
This AGREEMENT FOR PROFESSIONAL SERVICES (herein referred to as “AGREEMENT”) is made and entered into this ________ day of ______ , 2023, by and between the CITY OF GOLETA , a municipal corporation (herein referred to as "CITY"), and COM3 Consulting, Inc. , a California Corporation (herein referred to as "CONSULTANT").
SECTION A. RECITALS
1. The CITY has a need for professional services for project management support services for various Capital Improvement Program and Capital Maintenance projects; 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 _______, 2023, approved this AGREEMENT and authorized the City Manager to execute the AGREEMENT.
SECTION B. TERMS
1. RETENTION AS CONSULTANT
CITY hereby retains CONSULTANT, and CONSULTANT hereby accepts such engagement, to perform the services described in Section 2.
CONSULTANT warrants it has the qualifications, experience, and facilities to properly and timely perform said services.
2. DESCRIPTION OF SERVICES
The services to be performed by CONSULTANT are as follows:
Professional Services in conjunction with assigned various Capital Improvement Program (CIP) and Capital Maintenance projects
37 City of Goleta
Public Works – COM3 Consulting, Inc.
Services shall generally include project management support services 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 $322,000 (herein "not to exceed amount"), and shall be earned as the work progresses on the following basis:
Hourly at the hourly rates and with reimbursement to
CONSULTANT for those expenses set forth in CONSULTANT's Schedule of Fees marked Exhibit "B," attached and incorporated herein. The rates and expenses set forth in that exhibit shall be binding upon CONSULTANT until June 30, 2025, after which any change in said rates and expenses must be approved in writing by CITY's Project Manager as described in Section 5 (CITY is to be given 60 days notice of any rate increase request), provided the not to exceed amount is the total compensation due CONSULTANT for all work described under this AGREEMENT.
(b) Payment. CONSULTANT shall provide CITY with written verification of the actual compensation earned, which written verification shall be in a form satisfactory to CITY's Project Manager, as described in Section 5.
Invoices shall be made no more frequently than on a monthly basis, and describe the work performed (including a list of h ours 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 servic es 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 compensat ion for extra services shall be part of the total compensation and shall not increase the not to exceed amount identified in Section 3.
38 City of Goleta
Public Works – COM3 Consulting, 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 Autumn Glaeser, Capital Improvement Program Manager. Project Manager shall have the authority to act on behalf of the CITY in administering this AGREEMENT but shall not be authorized to extend the term of the AGREEMENT or increase the not to exceed amount.
6. TERM, PROGRESS AND COMPLETION
The term of this AGREEMENT is from the date first written above to June 30, 2025, unless term of this AGREEMEN T 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 profession al services which are personal to CITY. Gerald Comati, President 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 prog ress 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.
39 City of Goleta
Public Works – COM3 Consulting, Inc.
9. HOLD HARMLESS AND INDEMNITY
LANGUAGE FOR PROFESSIONAL SERVICES (A-C):
(a) Hold Harmless for CONSULTANT's Damages. CONSULTANT holds CITY, its elected officials, officers, agents, and employees, harmless from all of CONSULTANT's claims, demands, lawsuits, judgments, damages, losses, injuries or liability to CONSULTANT, to CONSULTANT's employees, to CONSULTANT’s contracto rs or subcontractors, or to the owners of CONSULTANT's firm, which damages, losses, injuries or liability occur during the work required under this AGREEMENT, or occur while CONSULTANT is on CITY property, or which are connected, directly or indirectly, with CONSULTANT's performance of any activity or work required under this AGREEMENT.
(b) Defense and Indemnity of Third Party Claims/Liability.
CONSULTANT shall investigate, defend, and indemnify CITY, its elected officials, officers, agents, and employees, from any claims, lawsuits, demands, judgments, and all liability including, but not limited to, monetary or property damage, lost profit, personal injury, wrongful death, general liability, automobile, infringement of copyright/patent/trademark, or professional errors and omissions arising out of, directly or indirectly, an error, negligence, or omission of CONSULTANT or any of CONSULTANT’s officers, agents, employees, representatives, subconsultants, or subc ontractors, or the willful misconduct of CONSULTANT o r any of CONSULTANT’s officers, agents, emplo yees, 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 VI I or better, or as otherwise approved by CITY.
Insurance shall include the following (or broader) coverage:
40 City of Goleta
Public Works – COM3 Consulting, Inc.
a) Insurance Services Office Commercial Liability coverage “occurrence” form CG 00 01 or its exact equivalent with an edition date prior to 2004 and with minimum limits of $1,000,000 per occurrence and $2,000,000 general aggregate.
b) Insurance Services Office form number CA 00 01 or equivalent covering Automobile Liability, including hired and non-owned automobile liability with a minimum limit of $1,000,000 per accident. If the Service Provider owns no vehicles, this requirement may be satisfied by a non-owned and hired auto endorsement to Service Provider’s commercial general liability policy.
c) Workers’ Compensation insurance complying with California worker’s compensation laws, including statutory limits for workers’ compensation and an Employer’s Liability limit of $1,000,000 per accident or disease.
d) Professional liability insurance that covers the services to be performed in connection with this agreement, in the minimum amount of $1,000,000 per claim.
Liability insurance policies required to be provided by CONSULTANT hereunder shall contain or be endorsed to contain the following provisions:
a) Except for professional liability insurance, CITY, its employees, officials, agents and member agencies shall be covered as additional insureds. Coverage shall apply to any and all liability arising out of the work performed or related to the contract. Additional insured status under the general liability requirement shall be provided on Insurance Services Office Form CG 20 10, with an edition date prior to 2004, or its equivalent. Additional insured status for completed operations shall be provided either in the additional insured form or through another endorsement such as CG 20 37, or its equivalent.
b) General and automobile liability insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer ’s liability. Coverage will not be limited to CITY’s vicarious liability.
c) Professional liability insurance policies inception date, continuity date, or retroactive date must be before the effective date of this agreement. CONSULTANT agrees to maintain continuous coverage through a period no less than three years after completion of the services required by this agreement.
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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 h as been given to CITY.
Such provision shall not include any li mitation 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 (b ut 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 compensat ion insurance, withholding taxes,
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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 plan s. 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 te rmination 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 s ubmission 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 CONSULTA NT 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 per formed; 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 re spect to all matters covered by this AGREEMENT and will permit CITY to audit, examine and/or reproduce such
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records. CONSULTANT will retain such financial records, time sheets, work progress reports, invoices, bills and proje ct 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 wa iver 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 th is AGREEMENT, or at law or in equity, shall be cumulative and alternative, and inv ocation 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.
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20. GOVERNING LAW
This AGREEMENT, and the rights and obl igations 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, se xual orientation, disability, marital status, or any other characteristic protected under applicable federal or state law.
22. TAXPAYER IDENTIFICATION NUMBER
CONSULTANT shall provide CITY with a complete Request for Taxpayer Identification Number and Certification, Form W-9 (Rev. October 2018), as issued by the Internal Revenue Service.
23. NON-APPROPRIATION OF FUNDS
Payments due and payable to CONSULTANT for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of CITY funds. In the event CITY has not appropriated sufficient funds for payment of CONSULTANT services beyond the current fiscal year, this AGREEMENT shall cover only those costs incurred up to the conclusion of the current fiscal year.
24. MODIFICATION OF AGREEMENT
The tasks described in this AGREEMENT and all other terms of this AGREEMENT may be modified only upon mutual written consent of CITY and CONSULTANT.
25. USE OF THE TERM “CITY”
Reference to “CITY” in this AGREEMENT includes City Manager or any authorized representative acting on behalf of CITY.
26. PERMITS AND LICENSES
CONSULTANT, at its sole expense, shall obtain and maintain during the term of this AGREEMENT, all appropriate permits, licenses, and certificates that may be required in connection with the performance of services under this AGREEMENT.
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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 ventur ers, 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, betw een 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 unenfo rceable, 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: Gerald Comati, President
COM3 Consulting, Inc.
1943 Grand Avenue
Santa Barbara, CA 93103
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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.
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In concurrence and witness whereof , this AGREEMENT has been executed by the parties effective on the date and year first above written.
CITY OF GOLETA CONSULTANT
_____________________________ _____________________________ Robert Nisbet, City Manager Gerald Comati, President
A T T E S T
_____________________________ _____________________________ Deborah Lopez, City Clerk Gerald Comati, Chief Financial Officer
APPROVED AS TO FORM:
MEGAN GARIBALDI, CITY ATTORNEY
_____________________________
Scott Shapses, Deputy City Attorney
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EXHIBIT A
SCOPE OF WORK
Task 1: Consultant shall provide the following for various CIP Projects:
x Provide continuous interface with City staff regarding projects. x Attend City meetings and prepare meeting agendas and action items. x Follow up to ensure action items are performed.
x Coordination with consultants.
x Coordinate with other agencies.
x Provide review and comment on consultant deliverables. x Development/maintenance of project schedules.
x Prepare bid-packages.
x Track and monitor project costs and funding.
x Prepare grant funding claims as required.
x Prepare grant applications.
x Prepare RFPs for professional services, as required to continue progress of projects.
x Development impact fee program services, as required.
Consultant shall provide services on the following list of CIP Projects:
1. EKWILL/FOLWER EXTENSION PROJECT
x Provide continuous interface with City staff regarding project. x As required, schedule and attend proj ect team meetings and prepare meeting agendas and action items.
x Support CMIT Team during construction phase of project. x Coordination with Caltrans.
x Coordinate with other agencies in cluding SBCAG, SB Bicycle Coalition, Resource Agencies, and County Flood Control.
x Prepare draft Staff Reports for Council Ac tion items and prepare presentations to Council.
x Prepare, review and comment on any cooperative agreements necessary for projects.
x Prepare project correspondence for City as required.
x Track and monitor project costs and funding.
x Coordinate with Caltrans re/ ST IP funding and prepare STIP funding documentation as required.
x Assist City Staff in preparation of grant funding claims, as necessary. x Assist City in securing additional funding for project, as necessary. x Assist in public outreach as required.
x Oversee right of way acquisition process.
x Participate in ongoing eminent domain litigation.
x Meet with private property owners as required.
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2. HOLLISTER AVENUE BRIDGE PROJECT
x Provide continuous interface with City staff regarding project. x As required, schedule and attend proj ect team meetings and prepare meeting agendas and action items.
x Support CMIT Team during construction phase of project. x Coordination with Caltrans.
x Coordinate with other agencies in cluding SBCAG, SB Bicycle Coalition, Resource Agencies, and County Flood Control.
x Prepare draft Staff Reports for Council Ac tion items and prepare presentations to Council.
x Prepare, review and comment on any cooperative agreements necessary for projects.
x Prepare project correspondence for City as required.
x Track and monitor project costs and funding.
x Coordinate with Caltrans Local Assi stance regarding HBP and prepare HBP funding documentation as required.
x Assist City Staff in preparation of grant funding claims, as necessary. x Assist City in securing additional funding for project, as necessary. x Assist in public outreach as required.
x Oversee right of way acquisition process.
x Participate in ongoing em inent domain litigation.
x Meet with private property owners as required.
3. SAN JOSE CREEK CHANNEL FISH PASSAGE MODIFICATION PROJECT x Provide continuous interface with City staff regarding projects. x Schedule and host project team meetin gs and prepare meeting agendas and action items and track action items.
x Coordinate with other agencies incl uding Caltrans, Resource Agencies, and County Flood Control.
x Oversee consultants preparing desi gn and environmental/permitting. x Prepare project status reports for City including reports to Council on project status.
x Prepare draft Staff Reports for Council Ac tion items and prepare presentations to Council.
x Prepare, review and comment on any cooperative agreements necessary for projects.
x Prepare project correspondence for City as required.
x Provide review and comment on engineering deliverables. x Development/maintenance of project schedules.
x Track and monitor project costs.
x Track and monitor project funding.
x Assist City Staff in securing additional funding for project, as necessary. x Attend public hearings as required.
x Oversee right of needs and agreements.
x Meet with private property owners as required.
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4. SAN JOSE CREEK CHANNEL MAINTENANCE PROJECT
x Provide coordination re/ San Jose Creek Channel maintenance related projects. x Provide coordination with Santa Barbara Flood Control District. x Coordination with City Maintenance Divi sion regarding construction contracts and budgeting.
x Prepare project status reports for project as required. x Track and monitor project costs.
x Track and monitor project funding.
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EXHIBIT B
SCHEDULE OF FEES
Staff/Project Role FY 23-24 & 24-25
Gerald Comati – Project
Manager
$200
Administration $53
SCHEDULE OF EXPENSES
Expenses Unit $/Unit
Mail EA actual
Reproduction EA actual
52