Agenda Item A.8
CPMS CONSENT CALENDAR
Meeting Date: June 17, 2025
TO: Mayor and Councilmembers
SUBMITTED BY: Peter Imhof, Planning and Environmental Review Director PREPARED BY: Lisa Prasse, Current Planning Manager
SUBJECT: Amendment No. 2 to Agreement No. 2019-055 for Building Services RECOMMENDATION:
Authorize the City Manager to execute Amendment No. 2 to Agreement No. 2019-055 with Willdan Engineering to continue to provide building and safety services on a revenue sharing basis extending the term until June 30, 2030 , to update the scope of work to reflect the name of the Building Official, update hourly rates applicable to City projects, and add FEMA reimbursement provisions.
BACKGROUND:
Upon City incorporation, Willdan Engineering started providing full service for planning, building and engineering until the City established its own planning and public works departments. Willdan continued providing “turnkey” building and safety services on a contract basis with a new contract executed in March 2010. Those services have included a Certified Building Official, plan checking by Certified Plans Examiners, inspections and permit reviews by Cert ified Building Inspectors; office administration and customer service by a Permit Counter Technician; emergency services response; the preparation of Building Code updates; and implementation of green building program. The 2010 contract with Willdan was amended four times between March 2010 through June 2019 to extend the length of the contract and to adjust the revenue sharing arrangement.
In 2019, an RFP for building services was issued to seek bids from qualified firms g iven the length of time of the original contract with Willdan Engineering. Over 800 firms were notified of the RFP. Five firms submitted responses , and staff evaluated the proposals submitted and interviewed four firms in May 2019. After concluding the interview process with four firm s, Willdan Engineering was selected based on the criteria outlined in the RFP.
On June 18, 2019, the City Council authorized the City Manager to enter a new contract (2019-055) with Willdan to provide full building services. The contract was approved fo r five (5) years until June 30, 2024. In May 2024, the contract was extended for 1 additional 1 Meeting Date: June 17, 2025
year (Amendment 1 to 2019 -055). Currently, the revenue-sharing arrangement of plan check and permit fees is 70% (Willdan) / 30% (City). The existing contract wi th Willdan Engineering ends on June 30, 2025.
DISCUSSION:
Willdan has been providing Building and Safety services to municipal agencies throughout California since 1979 and specifically to the City of Goleta since 2002. With over 40 years of building and safety experience and expertise, Willdan understands the process of complying with various codes, standards, regulations, and laws. The proposed contract amendment with Willdan Engineering outlines the revenue sharing, extends the contract length for an additional five years, and adds provisions needed to facilitate FEMA reimbursement if/when building services are needed in times of emergencies.
As negotiated with Willdan, the revenue sharing arrangement will continue to be 70% (Willdan) / 30% (City) of Building and Safety fees on private development collected. Time spent on City -related projects (i.e., plan check, inspections, permitting, after -hour inspections etc.) will be charged hourly rates as outlined in the fee schedule in the contract. Further, the hourly rate may be adjusted by Willdan yearly based on changes in the Consumer Price Index with a cap at 5% with a 60 -day notice. Stephanie Spieler will continue to serve as Building Official with the scope of work being revised to reflect this information.
Over the past six years, Willdan staff have continued to provide first-rate building services to the city and residents. Willdan has consistently provided the fastest plan check turn - around times in the area. Given Willdan’s performance, staff ’s recommendation is that the current contract be extended for another five years. This time frame will encompass the anticipated building activity increase expected from residential and non -residential projects with the lifting of the water moratorium and Housing Element adoption. Willdan has the depth, experience, and ability to expand capacity to provide full building services to the City that is expected to be needed during the upcoming time period.
FISCAL IMPACTS:
Building and Safety services are provided on a cost recovery fee -for-service basis, with the expenses and fee income separately recorded in the City financial records. The revenue and expense accounts for Building and Safety services are accounted for in the General Fund. As proposed in the contract, the City w ill continue to receive 30% of all plan check and Building Permit revenue for the next five years. This amount will vary depending on the construction activity occurring within the city. The City has received approximately $1.6 million over the past five fiscal calendar years (201 9-2020 through 2024-2025 Fiscal years).
2 Meeting Date: June 17, 2025
ALTERNATIVES:
The Council could choose to continue the item for additional information and/or have staff seek bids for the service. If either of those options were to be selected, then Council should authorize the City Manager to enter into an agreement with Willdan Engineering to extend Professional Services Agreement 2019 -055 for an additional six months, so that there is not a lapse in the provision of Building Services.
LEGAL REVIEW BY: Isaac Rosen, City Attorney
APPROVED BY: Robert Nisbet, City Manager
ATTACHMENTS:
1. Amendment No. 2 to Agreement No. 2019-055
2. Agreement No. 2019-055 and Amendment No. 1
3 ATTACHMENT 1
Amendment No. 2 to Agreement No. 2019-055
4 City of Goleta and Willdan Engineering
Amendment No. 2 to Agreement No. 2019-055
Project Name: Building and Safety Services
AM
ENDMENT NO. 2
TO A PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF GOLETA
AND
WILLDAN ENGINEERING
T
his Amendment No. 2 to the Professional Services Agreement by and between the City of Goleta , a municipal corporation (“City”) and Willdan Engineering (“Consultant”) dated June 18, 2019 (“Agreement,” Agreement No. 2019-055) is made on this 17th day of June, 2025.
SECTION A. RECITALS
1. This Agreement is for the provision of professional Building and Safety services; and
2. T
his Agreement has been amended to extend the termination date of the Agreement to June 30, 2025 (Amendment No. 1); and
3. The Agreement currently provides in Section 6 for the termination of the Agreement on June 30, 2025; and
4. The parties desire to amend the Agreement so as to extend the termination of the Agreement to June 30, 2030; and
5. The Agreement currently provides in Exhibit A entitled “Scope of Work” the complete and particular description of services; and
6. The parties desire to amend Exhibit A by identifying a change in the Building Official as m ore completely and particularly set forth in the Scope of Work, attached as Exhibit "A-1"; and
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7. The Agreement currently provides in Exhibit B entitled “Schedule of Fees” the hourly rates; and
8. The parties desire to amend Exhibit B of the Agreement to identify the new hourly rates, attached as “Exhibit B-1”; and
9. T
he Agreement did not include provisions regarding the Suspension and Debarment Act, Byrd Anti-Lobbying Act, the Clean Air Act, and termination for cause/convenience and the parties desire to add these; and
10. The parties desire to amend the Agreement to include Exhibit “C” entitled, Federal Contract Provisions; and
11. The City Council approved this Amendment No. 2, on this 17 th day of June, 2025.
S
ECTION B. AMENDED TERMS
N
ow therefore City and Consultant agree 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 five years to read in its entirety:
T
he term of this Agreement is from the date first written above to June 30, 2030, unless the term of this Agreement is extended or the Agreement is terminated as provided for herein.
CO
NSULTANT 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.
2. T
his Agreement is amended to delete and replace in its entirety:
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Exhibit A “Scope of Work ” with Exhibit A-1 “Scope of Work” attached hereto and incorporated herein.
3. This Agreement is amended to delete and replace in its entirety:
Exhibit B “Schedule of Fees ” with Exhibit B -1 “Schedule of Fees ” attached hereto and incorporated herein.
4. S
ection 32. FEDERAL REQUIREMENTS of the Agreement is added to include Federal Requirement Provisions as follows:
F
EMA 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.
5. Except as otherwise specifically provided herein, all other provisions of the Agreement shall remain in full force and effect.
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Signatures on Following Page]
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Amendment No. 2 to Agreement No. 2019-055
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 Vanessa Munoz, President
ATTEST:
_____________________________ ______________________________ Deborah Lopez, City Clerk Kate Nguyen, Secretary
APPROVED AS TO FORM:
ISAAC ROSEN, CITY ATTORNEY
_____________________________
Scott Shapses, Deputy City Attorney
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EXHIBIT A-1
Scope of Services
1. CONSULTANT shall provide to CITY turnkey B uilding and S afety services, including: management of all contract services by a Certified Building Official; plan checking by Certified Plans Examiners; field inspections and permit reviews by Certified Building Inspectors; office administration and customer service by a Permit Counter Technician; emergency service response; the preparation of a fee study if requested; the preparation of code updates; and participation in the formulation and implementation of a green building program.
2. In so doing, CONSULTANT shall assign Ms. Stephanie Spieler, Certified Building Official, as the Goleta Building Official. Ms. Spieler shall have regular office hours as agreed by Willdan and the City as well as on an on -call basis. The Goleta Building Official shall advise the Planning and Environmental Review staff of the City on technical matters regarding grading and construction, so as to provide early identification of special study needs and permit condi tions related to discretionary project development applications.
3. In so doing, CONSULTANT shall provide plan check services by a team of Certified Plans Examiners and Plan Check Engineers, where required by law, as well as non-structural plan check services by Certified Building Inspectors and/or a Permit Counter Technician as allowed by law and appropriate to the caseload processing objectives of the CITY.
4. In so doing, CONSULTANT shall provide a team of Certified Building Inspectors for field inspection, correction and sign- off of grading and construction development projects. The inspectors shall also be available for office appointments and project meetings in the field and at City Hall, as needed. Willdan will provide vehicles for its employees’ use, unless otherwise authorized by the City Manager.
5. In so doing, CONSULTANT shall provide emergency response services by the Goleta Building Official and/or Certified Building Inspectors on an on- call basis, such as assessing entry conditions following a structural fire, seismic event or other incident.
6. In so doing, CONSULTANT shall provide a Permit Counter Technician to conduct public information outreach, application intake and processing, data collection, revenue collection and records management.
7. In so doing, CONSULTANT shall periodically prepare updates to Building and Safety Codes, as governed by law.
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8. In so doing, CONSULTANT shall assist the CITY's Director of Planning and Environmental Review in the formulation and implementation of a green building program, including the provision of technical assistance, review of peer agency programs, and public outreach on energy efficiency strategies, House Energy Reduction Systems (HERS) inspections and diagnostic audits.
9. In so doing, CONSULTANT shall provide these turnkey services on a schedule to be reviewed and set by the Goleta Building Official and the CITY's Director of Planning and Environmental review.
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EXHIBIT B-1
Schedule of Fees
Private Development Revenue Sharing
Service Rate
Building Plan Check 70% of fees collected to Willdan
30% of fees collected to the City of Goleta
Building Permits 70% of fees collected to Willdan
30% of fees collected to the City of Goleta
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Hourly rates applicable for City Projects Plan Review and Inspection Services* Position Currently Staffed By Hourly Rate
Administrative Assistant Anallyce Armstrong $65
Building Official Stephanie Spieler $155
Building Inspector Colton Herbruck $105
Building Inspector, Senior Vacant $115
Building Inspector, Assistant Vacant $90
Building Inspector, CASp Steve Raney $135
Permit Technician Nick Dallow
Amanda Gaillard
$75
Permit Technician, Senior Barbara Koch $85
Plans Examiner Ehab Baraket $125
Plans Examiner, Senior Lonnie Cassidy $135
Plans Examiner, CASp Steve Raney $135
Plan Check Engineer Ted Beckwith
Ricardo Guzman
Aaron Cowen
Carl Wilson
$145
*Willdan reserves the right to increase the above hourly rates once per fiscal year with 60-day notice to the City to the value between the 12-month percent change of the Consumer Price Index for the area and five percent.
Miscellaneous/ Extra Services
Service Rate
After business hour and overtime
inspections
1.5 times the hourly rate of the person
performing the inspection
Holiday inspections 2 time the hourly rate of the person performing the inspection
Mileage Billed at the current IRS standard mileage
rate in effect at the time of the provision of
extra services
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EXHIBIT C
FEDERAL CONTRACT PROVISIONS
During the performance of this contract, Willdan Engineering (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 under the emergency exception/exigency exception to competitive procurements.
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2. COST PRINCIPLES (2 C.F.R. PART 200, SUBPART E)
A. If any indirect costs will be charged to the Agency under this contract, such costs must conform to the cost principles set forth under the Uniform Rules at 2 C.F.R. Part 200, subpart E (“Cost Principles”). In general, costs must (i) be necessary and reasonable; (ii) allocable to the grant award; (iii) conform to any limitations or exclusions set forth in the Cost Principles; (iv) be adequately documented; and (v) be determined in accordance with generally accepted accounting principles (“GAAP”), except, for state and local governments and Indian tribes only, as otherwise provided for in 2 C.F.R. Part 200, subpart E. 2 C.F.R. § 200.403. Costs that are determined unallowable pursuant to a federal audit are subject to repayment by Consultant.
3. ACCESS TO RECORDS & RECORD RETENTION (2 C.F.R. 200.336)
A. Consultant shall comply with 2 C.F.R. § 200.336 and provide the Federal Agency, Inspectors General, the Comptroller General of the United States, Agency, and the State of California or any of their authorized representatives access, during normal business hours, to documents, papers, books and records which are directly pertinent to this contract for the purposes of making and responding to audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to the Consultant personnel for the purpose of interview and discussion related to the books and records.
B. The Consultant agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed.
C. The Consultant agrees to provide the Federal Agency or its authorized representatives access to construction or other work sites pertaining to the work being completed under the contract.
4. REQUIRED CONTRACT PROVISIONS IN ACCORDANCE WITH APPENDIX II TO PART 200 – CONTRACT PROVISIONS FOR NON- FEDERAL ENTITY CONTRACTS UNDER FEDERAL AWARDS (2 C.F.R. § 200.326)
A. Appendix II to Part 200 (A); Appendix II to Part 200 (B): Remedies for Breach; Termination for Cause/Convenience. If the contract is in excess of $10,000 and the contract does not include provisions for both termination for cause and termination for convenience by the Agency, including the Docusign Envelope ID: C7422603-155D-40C9-9EF8-F07AF9B00BE5 14 City of Goleta and Willdan Engineering
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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 adequately completed and accepted by the Agency as of the date the Agency provides the Notice of Termination. In such case, the Agency shall have the right to take whatever steps it deems necessary to complete the project and correct Consultant’s deficiencies and charge the cost thereof to Consultant, who shall be liable for the full cost of the Agency's corrective action, including reasonable overhead, profit and attorneys' fees.
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iii. Reimbursement; Damages. The Agency shall be entitled to reimbursement for any compensation paid in excess of work rendered or materials provided and shall be entitled to withhold compensation for defective work or other damages caused by Consultant performance of the work.
iv. Additional Termination Provisions. Upon receipt of a Notice of Termination, either for cause or for convenience, Consultant shall promptly discontinue the work unless the Notice directs to the contrary. Consultant shall deliver to the Agency and transfer 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 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:
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i. Consultant will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. Consultant will take affirmative action to insure that applicants are employed and that employees are treated equally during employment, without regard to race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following:
employment upgrading, demotion, transfer, recruitment, or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training including apprenticeship. Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Agency setting forth the provisions of this nondiscrimination clause.
ii. Consultant will, in all solicitations or advertisements for employees placed by or on behalf of Consultant, state that all qualified applicants will receive consideration for employment without regard to their race, color, religion, sex, or national origin.
iii. Consultant will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with Consultant‘s legal duty to furnish information.
iv. Consultant will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer, advising the labor union or workers' representat ive 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.
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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 exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 of September 24,1965, so that such provisions will be binding upon each subcontractor or Consultant. Consultant will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that in the event Consultant becomes involved in, or is threatened with, litigation with a subcontractor or Consultant as a result of such direction, Consultant may request the United States to enter into such litigation to protect the interests of the United States.
C. Appendix II to Part 200 (D) – Davis-Bacon Act; Copeland Act: Not applicable to this contract.
D. Appendix II to Part 200 (E) – Contract Work Hours and Safety Standards Act:
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i. If this contract is in excess of $100,000 and involves the employment of mechanics or laborers, Consultant shall comply with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor
regulations (29 C.F.R. Part 5). Under 40 U.S.C. 3702, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.
ii. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek.
iii. In the event of any violation of the clause set forth in paragraph (ii) of this section the contractor and any subcontractor responsible therefore 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.
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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 c lause 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 responsibl e for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (ii) through (v) of this Section.
E. Appendix II to Part 200 (F) – Rights to Inventions Made Under a Contract or Agreement:
i. If the Federal award meets the definition of “funding agreement” under 37 C.F.R. § 401.2(a) and the non- Federal entity wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the non-Federal entity must comply with the requirements of 37 C.F.R. Part 401 (Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Unde r Government Grants, Contracts and Cooperative Agreements), and any implementing regulations issued by the Agency.
ii. The regulation at 37 C.F.R. § 401.2(a) currently defines “funding agreement” as any contract, grant, or cooperative agreement entered into between any Federal agency, other than the Tennessee Valley Authority, and any contractor for the performance of 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.
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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).
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 Of fice, and (3) Consultant agrees to include these r equirements 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 Of fice, 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 Docusign Envelope ID: C7422603-155D-40C9-9EF8-F07AF9B00BE5 21 City of Goleta and Willdan Engineering
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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 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 Docusign Envelope ID: C7422603-155D-40C9-9EF8-F07AF9B00BE5 22 City of Goleta and Willdan Engineering
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lobbying with non- F ederal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient.
I. A
ppendix II to Part 200 (J) – Procurement of Recovered Materials:
i. C
onsultant 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. I
n 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 perfor mance requirements; or at a reasonable price.
iii. I
nformation 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.
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5. MISCELLANEOUS PROVISIONS
A. The Consultant shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA preapproval.
B. This is an acknowledgement that FEMA financial assistance will be used to fund the contract only. The Consultant will comply with all applicable federal law, regulations, executive orders, FEMA policies, procedures, and directives.
C. Consultant acknowledges that 31 U.S.C. Chapter 38 (Administrative Remedies for False Claims and Statements) applies to the Consultant ’s actions pertaining to this contract.
D. The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the Agency, Consultant , any subcontractors or any other party pertaining to any matter resulting from the contract.
E. General and Administrative Expenses And Profit For Time And Materials Contracts/Amendments.
i. General and administrative expenses shall be negotiated and must conform to the Cost Principles.
ii. Profit shall be negotiated as a separate element of the cost. To establish a fair and reasonable profit, consideration must be given to the complexity of the work to be performed, the risk borne by the Consultant, the Consultant’s investment, the amount of subcontracting, the quality of its record of past performance, and industry profit rates in the surrounding geographical area for similar work.
iii. Any agreement, amendment or change order for work performed on a time and materials basis shall include a ceiling price that Consultant exceeds at its own ris
k.
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Agreement No. 2019-055 and Amendment No. 1
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39 City of Goleta
Amendment No. 1 to Agreement No. 2019-055
AMENDMENT NO. 1
TO A PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF GOLETA
AND
WILLDAN ENGINEERING
T
his Amendment No. 1 to the Professional Services Agreement by and between the City of Goleta , a municipal corporation (“City”) and Willdan Engineering (“Consultant”) dated June 18, 2019 (“Agreement,” Agreement No. 2019-055) is made on this ____ day of _______, 2024.
SECTION A. RECITALS
1. This Agreement is for the professional Building and Safety services; and
2. The Agreement currently provides in Section 6 for the termination of the Agreement on June 30, 2024; and
3. The parties desire to amend the Agreement so as to extend the termination of the Agreement to June 30, 2025; and
4. The City Manager approved this Amendment No.1, on this ____ day of ________, 2024.
S
ECTION B. AMENDED TERMS
N
ow therefore City and Consultant agree 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 one (1) year to read in its entirety:
The 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.
CO
NSULTANT 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.
2. E
xcept as otherwise specifically provided herein, all other provisions of the Agreement shall remain in full force and effect.
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Amendment No. 1 to Agreement No. 2019-055
In concurrence and witness whereof, this Amendment No. 1 has been executed by the parties effective on the date and year first above written.
C
ITY OF GOLETA CONSULTANT
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_________________________ ______________________________ Robert Nisbet, City Manager Vanessa Munoz, President
A
TTEST:
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__________________________ ______________________________ Deborah Lopez, City Clerk Kate Nguyen, Secretary
AP
PROVED AS TO FORM:
MEGAN GARIBALDI, CITY ATTORNEY
_____________________________
Scott Shapses, Deputy City Attorney
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