Goleta City Council
December 16, 2025

Agenda Item A.8

CPMS CONSENT CALENDAR
Meeting Date: December 16, 2025
TO: Mayor and Councilmembers
SUBMITTED BY: Luz “Nina” Buelna, Public Works Director
PREPARED BY: Teresa Lopes, Principal Engineer
SUBJECT: Public Works Professional Services Amendments with MNS Engineers, Inc. and DKS Associates, Inc.

RECOMMENDATION:

A. Authorize the City Manager to execute Amendment No. 2 to Agreement No. 2024- 087 with MNS Engineers, Inc. for Professional Design Services Agreement for the preparation of engineering cost estimates and graphics to support the Development Impact Fee Nexus Study , increasing the agreement amount by $45,000 for a total not-to-exceed amount of $201,282;
B. Authorize the City Manager to execute Amendment No. 2 to Agreement No. 2025- 058 with DKS Associates , Inc. for Professional Design Services Agreement to continue providing traffic engineering services, increasing the agreement amount by $ 55,000, for a total not -to-exceed amount of $ 100,000, and extending the termination date to June 30, 2027; and
C. Authorize a budget appropriation in the amount of $45,000 as identified in Table 4 of the Fiscal Impacts section of the staff report.

BACKGROUND:

Public Works staff has engaged private consultants to perform a variety of professional services for the City since 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 City Council on January 17, 2023, or through a request for proposal to provide various professional services for the Public Works Department. The information below summarizes the services being provided by each consultant, proposed amendments and agreements, justification, and recommended actions. 1 Meeting Date: December 16, 2025

DISCUSSION:

MNS Engineers, Inc. (MNS)
The Department of Public Works selected MNS to provide engineering services for the City from the City’s 2023 prequalified consultant list, which was approved by the City Council on January 17, 2023. MNS was selected to enter into a Professional Design Services Agreement to provide engineering cost estimate support for the DIF Nexus Study Update.

Under this agreement, MNS is responsible for developing current cost estimates for transportation projects identified in the updated Goleta Traffic Model (prepared by DKS).

The scope of work includes:
 Confirming the format and applied percentage factors used in transportation project development cost estimates;
 Verifying and updating project graphics;
 Updating cost estimates and graphics for existing capital improvement projects;  Preparing new cost estimates and project graphics for newly identified capital projects; and
 Preparing draft and final cost estimate reports.

A Professional Design Services Agreement with MNS was approved by City Council on August 20, 2024. Amendment No. 1 extending the termination date of the agreement to June 30, 2026, was approved by City Manager on December 2, 2025. See Attachment 2 for Agreement No. 2024-087 and Amendment No. 1.

Amendment No. 2 to this agreement (Attachment 1) will increase the not -to-exceed amount by $45,000, for a total not -to-exceed amount of $201,282 , to continue development of transportation projects identified in the DIF Nexus Study Update.

DKS Associates, Inc. (DKS)
The Department of Public Works selected DKS to provide traffic engineering services for the City from the City’s 2023 prequalified consultant list, which was approved by the City Council on January 17, 2023. An agreement with DKS was approved by Council on July 1, 2025, for DKS to deliver a range of traffic engineering services, including conducting field reviews of transportation concerns, preparing field and staff reports, presenting transportation-related items at City Council meetings, reviewing land development requirements, reviewing traffic control plans, assisting City staff with traffic signa l maintenance, performing monthly traffic data collection, and completing other traffic engineering duties as requested by the City. Amendment No. 1 to this agreement was executed on September 29, 2025, to add National Data Services (NDS) as a subconsultant to perform location-specific traffic counts. See Attachment 4 for Agreement No. 2025-058 and Amendment No. 1.

2 Meeting Date: December 16, 2025

Amendment No. 2 to this agreement (Attachment 3) will increase the not -to-exceed amount of the DKS agreement by $55,000, for a new total not -to-exceed amount of $100,000, to continue providing the traffic engineering services described above and to extend the termination date to June 30, 2027.

FISCAL IMPACTS:

These amendments are funded by a combination of existing budget appropriations and new DIF appropriations. The DKS amendment is fully funded within the current FY 2025- 26 budget. The MNS amendment requires an additional $45,000, which is recommended to be appropriated from available DIF fund balances as shown in Table 4.

Table 1 – Estimated Costs and Funding for Amendments

Vendor Project Components Estimated
Total Costs
Funding Source Funding
Amounts
DKS General Traffic
Engineering Services
$55,000 220-90-9002-57070 $45,000
101-50-5200-51200 $10,000
Total: $55,000 Total: $55,000

MNS DIF Nexus Study
Update –
Engineering Cost
Estimate Support
$45,000 220-50-5200-51200 $5,625
221-50-5200-51200 $5,625
222-50-5200-51200 $5,625
223-50-5200-51200 $5,625
229-50-5200-51200 $5,625
234-50-5200-51200 $5,625
235-50-5200-51200 $5,625
238-50-5200-51200 $5,625
Total: $45,000 Total: $45,000

Table 2 – MNS Agreement Funding

Project Components Project Costs

Funding Source Funding
Amounts
DIF Nexus Study Update –
Engineering Cost Estimate
Support
$201,282 220-50-5200-51200 $59,625
221-50-5200-51200 $59,625
222-50-5200-51200 $53,907
223-50-5200-51200 $5,625
229-50-5200-51200 $5,625
234-50-5200-51200 $5,625
235-50-5200-51200 $5,625
238-50-5200-51200 $5,625
Total: $201,282 Total: $201,282
3 Meeting Date: December 16, 2025

Table 3: DKS Agreement Funding

Project Components Estimated Costs    Funding Source   Funding Amounts
General Traffic
Engineering Services $100,000 101-50-5200-51200 $55,000 220-90-9002-57070 $45,000

Total: $100,000 Total: $100,000

Public Works s taff is recommending the following budget appropriation s. The MNS amendment requires an additional $45,000 in funding.

Table 4 – Recommended Budget Appropriations

Fund Type From Account To Amount
DIF Fund Balance 220-50-5200-51200 $5,625
DIF Fund Balance 221-50-5200-51200 $5,625
DIF Fund Balance 222-50-5200-51200 $5,625
DIF Fund Balance 223-50-5200-51200 $5,625
DIF Fund Balance 229-50-5200-51200 $5,625
DIF Fund Balance 234-50-5200-51200 $5,625
DIF Fund Balance 235-50-5200-51200 $5,625
DIF Fund Balance 238-50-5200-51200 $5,625
Total $45,000

ALTERNATIVES:

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

LEGAL REVIEW BY: Isaac Rosen, City Attorney

APPROVED BY: Robert Nisbet, City Manager

ATTACHMENTS:

1. Amendment No. 2 to Professional Design Services Agreement No. 2024-087 with MNS Engineers, Inc

2. Professional Design Services Agreement 2024-087 with MNS Engineers, Inc. and Amendment No. 1

3. Amendment No. 2 to Professional Design Services Agreement No. 2025 -058 with DKS Associates, Inc.
4 Meeting Date: December 16, 2025

4. Professional Design Service s Agreement 2025 -058 with DKS Associates, Inc. and Amendment No. 1

5 ATTACHMENT 1

Amendment No. 2 to Professional Design Services Agreement No. 2024-087 with MNS Engineers, Inc.
6 7
8 ATTACHMENT 2

Professional Design Services Agreement No. 2024-087 with MNS Engineers, Inc. and Amendment No. 1
9 City of Goleta
Public Works Department and MNS Engineers, Inc.

Project Name: 2024 DIF Update Phase 2

AGREEMENT FOR PROFESSIONAL SERVICES

BETWEEN THE CITY OF GOLETA
AND

MNS ENGINEERS, INC

This AGREEMENT FOR PROFESSIONAL SERVICES (herein referred to as “AGREEMENT”) is made and entered into this ________ day of ______ , 20____, by and between the CITY OF GOLETA, a municipal corporation (herein referred to as " CITY"), and MNS ENGINEERS , INC, a California Corporation (herein referred to as "CONSULTANT").

SECTION A. RECITALS

1. T he CITY has a need for professional services for the purpose of preparing the CITY’s 2024 Development Impact Fee Nexus Study and Traffic Model Update; and

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

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

4. The City Council, on this 20th day of August, 2024, 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:

Docusign Envelope ID: 9A9186A3-0586-4878-B355-07A0CBDC42A6 Docusign Envelope ID: F94D0311-A1C2-4BA9-840F-57244A284741 24 2024-087
August20
10 City of Goleta
Public Works Department and MNS Engineers, Inc.

Professional S ervices in conjunction with the 2024 Development Impact Fee update shall generally include update of the Goleta Traffic Model and preparation of the Nexus Study update 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 $15 6,282 (herein "not to exceed amount"), and shall be earned as the work progresses on the following basis:

Hourly at the hourly rates and with reimbursement to
CONSULTANT for those expenses set forth in CONSULTANT 's Schedule of Fees marked Exhibit "B," attached and incorporated herein. The rates and expenses set forth in that exhibit shall be binding upon CONSULTANT until December 31, 2025 , after which any change in said rates and expenses must be approved in writing by CITY's Project Manager as described in Section 5 (CITY is to be given 60 days notice of any rate increase request), provided the not to exceed amount is the total compensation due CONSULTANT for all work described under this AGREEMENT.
(b) Payment. CONSULTANT shall provide CITY with written verification of the actual compensation earned, which written verification shall be in a form satisfactory to CITY 's Project Manager, as described in Section 5.

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

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

4. EXTRA SERVICES
CITY shall pay CONSULTANT for those CITY authorized extra services, not reasonably included within the services described in Section 2, as mutually agreed to writing in advance of the incurrence of extra services by CONSULTANT. Unless CITY and CONSULTANT have agreed in writing before the performance of extra services, no liability and no right to claim compensation for such extra services or expenses shall exist. The applicable hourly rates for extra services shall be at the hourly rates set forth in Exhibit B, if one is included as part of this agreement. Any compensation for extra services shall be part of Docusign Envelope ID: 9A9186A3-0586-4878-B355-07A0CBDC42A6 Docusign Envelope ID: F94D0311-A1C2-4BA9-840F-57244A284741 11 City of Goleta
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the total compensation and shall not increase the not to exceed amount identified in Section 3.

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

6. TERM, PROGRESS AND COMPLETION
The term of this AGREEMENT is from the date first written above to December 31, 2025, unless term of this AGREEMENT is extended, or the AGREEMENT is terminated as provided for herein.

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

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

8. PERSONAL SERVICES/NO ASSIGNMENT/SUBCONTRACTOR
This AGREEMENT is for professional services which are personal to CITY. Shawn Kowalewski is deemed to be specially experienced and is a key member of CONSULTANT' s firm, and shall be directly involved in the performance of this work. This key person shall communicate with, and periodically report to, CITY on the progress of the work. Should any such individual be removed from assisting in this contracted work for any reason, CITY Docusign Envelope ID: 9A9186A3-0586-4878-B355-07A0CBDC42A6 Docusign Envelope ID: F94D0311-A1C2-4BA9-840F-57244A284741 12 City of Goleta
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may terminate this AGREEMENT. This AGREEMENT may not be assigned or subcontracted without the City Manager’s prior written consent.

9. HOLD HARMLESS AND INDEMNITY
(a) Hold Harmless for CONSULTANT's Damages. CONSULTANT holds CITY, its elected officials, officers, agents, and employees, harmless from all of CONSULTANT's claims, demands, lawsuits, judgments, damages, losses, injuries or liability to CONSULTANT, to CONSULTANT's employees, to CONSULTANT’s contractors or subcontractors, or to the owners of CONSULTANT's firm, which damages, losses, injuries or liability occur during the work required under this AGREEMENT, or occur while CONSULTANT is on CITY property, or which are connected, directly or indirectly, with CONSULTANT's performance of any activity or work required under this AGREEMENT.
(b) Defense and Indemnity of Third-Party Claims/Liability.

CONSULTANT shall investigate, defend, and indemnify CITY, its elected officials, officers, agents, and employees, from any claims, lawsuits, demands, judgments, and all liability including, but not limited to, monetary or property damage, lost profit, personal injury, wrongful death, general liability, automobile, infringement of copyright/patent/trademark, or professional errors and omissions arising out of, directly or indirectly, an error, negligence, or omission of CONSULTANT or any of CONSULTANT’s officers, agents, employees, representatives, subconsultants, or subcontractors, or the willful misconduct of CONSULTANT or any of CONSULTANT’s officers, agents, employees, representatives, subconsultants, or subcontractors, in performing the services described in, or normally associated with, this type of contracted work. The duty to defend shall include any suits or actions concerning any activity, product or work required under this AGREEMENT, and also include the payment of all court costs, attorney fees, expert witness costs, investigation costs, claims adjusting costs and any other costs required for and related thereto. (c) No Waiver. CITY does not waive, nor shall be deemed to have waived, any indemnity, defense or hold harmless rights under this section because of the acceptance by CITY, or the deposit with CITY, of any insurance certificates or policies described in Section 10.

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 Docusign Envelope ID: 9A9186A3-0586-4878-B355-07A0CBDC42A6 Docusign Envelope ID: F94D0311-A1C2-4BA9-840F-57244A284741 13 City of Goleta
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Company rating of A - or better, Class V II or better, or as otherwise approved by CITY.

Insurance shall include the following (or broader) coverage:

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

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

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

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

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

a) Except for professional liability insurance, CITY , its employees, officials, agents and member agencies shall be covered as additional insureds. Coverage shall apply to any and all liability arising out of the work performed or related to the contract. Additional insured status under the general liability requirement shall be provided on Insurance Services Office Form CG 20 10, with an edition date prior to 200 4, 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.

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c) Professional liability insurance policies inception date, continuity date, or retroactive date must be before the effective date of this agreement. CONSULTANT agrees to maintain continuous coverage through a period no less than three years after completion of the services required by this agreement.

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

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

Such provision shall not include any limitation of liability of the insurer for failure to provide such notice.

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

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

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

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

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

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

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

14. ACCEPTANCE OF FINAL PAYMENT CONSTITUTES RELEASE
The acceptance by CONSULTANT of the final payment made under this AGREEMENT shall operate as and be a release of CITY from all claims and liabilities for compensation to CONSULTANT for anything done, furnished, or relating to CONSULTANT'S work or services. Acceptance of payment shall be any negotiation of CITY 's check or the failure to make a written extra compensation claim within 10 calendar days of the receipt of that check.

However, approval or payment by CITY shall not constitute, nor be deemed, a release of the responsibility and liability of CONSULTANT , its employees, subcontractors, agents and CONSULTANTs for the accuracy and competency of the information provided and/or work performed; nor shall such approval or Docusign Envelope ID: 9A9186A3-0586-4878-B355-07A0CBDC42A6 Docusign Envelope ID: F94D0311-A1C2-4BA9-840F-57244A284741 16 City of Goleta
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payment be deemed to be an assumption of such responsibility or liability by CITY for any defect or error in the work prepared by CONSULTANT , its employees, subcontractors, agents and consultants.

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

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

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

18. CONSTRUCTION OF LANGUAGE OF AGREEMENT
The provisions of this AGREEMENT shall be construed as a whole according to its common meaning of purpose of providing a public benefit and not strictly for or against any party. It shall be construed consistent with the provisions hereof, in order to achieve the objectives and purposes of the parties.

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Wherever required by the context, the singular shall include the plural and vice versa, and the masculine gender shall include the feminine or neutral genders or vice versa.

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

20. GOVERNING LAW
This AGREEMENT, and the rights and obligations of the parties, shall be governed and interpreted in accordance with the laws of the State of California.

Should litigation occur, venue shall be in Superior Court of Santa Barbara County.

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

Among other possible violations of law, a violation of this section exposes CONSULTANT to the penalties provided for in Labor Code Section 1735.

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

23. NON-APPROPRIATION OF FUNDS
Payments due and payable to CONSULTANT for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of CITY funds. In the event CITY has not appropriated sufficient funds for payment of CONSULTANT services beyond the Docusign Envelope ID: 9A9186A3-0586-4878-B355-07A0CBDC42A6 Docusign Envelope ID: F94D0311-A1C2-4BA9-840F-57244A284741 18 City of Goleta
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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.

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

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

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

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

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

TO CITY: Attention: Robert Nisbet, City Manager
City of Goleta
130 Cremona Drive, Suite B
Goleta, CA 93117
TO CONSULTANT: Attention: Shawn Kowalewski PE
VP and Principal Engineer
MNS Engineers, Inc.
201 N. Calle Cesar Chavez, Suite 300
Santa Barbara, CA 93103

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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Public Works Department and MNS Engineers, Inc.

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 Darren Riegler, CEO

ATTEST

_____________________________ _____________________________ Deborah Lopez, City Clerk Miranda Patton, Secretary

APPROVED AS TO FORM:

ISAAC ROSEN, ACTING CITY ATTORNEY

_____________________________
Scott Shapses, Deputy City Attorney

Docusign Envelope ID: 9A9186A3-0586-4878-B355-07A0CBDC42A6 Docusign Envelope ID: F94D0311-A1C2-4BA9-840F-57244A284741 21 City of Goleta
Public Works Department and MNS Engineers, Inc.

EXHIBIT A - SCOPE

Task 1 – Project Initiation
CONSULTANT shall conduct a kick-off meeting with key CITY staff and consultants to discuss project scope, purpose, requirements and details. The team in attendance at this meeting will make up the project development team (PDT) and will take part in all project developments and decisions.

CONSULTANT shall collect and review available record data from the CITY staff.

Data may include State, County, CITY and other record/documents, existing CAD/GIS files of street, storm drain, survey centerline and property monument data, topographic maps, aerial photographs, and traffic studies or reports.

Task 1 Deliverables
• Kick-Off Meeting with Agenda and Minutes
• Collect, Review and Organize Data

Task 2 – Update Existing and Develop New GTIP Projects
CONSULTANT shall use the CITY’s electronic version of the existing Transportation DIF worksheets developed in 2018, for this work. CONSULTANT shall try to improve the function and operation of the worksheets if the budget and schedule allow.

CONSULTANT will verify with the CITY which of the unconstructed existing GTIP Transportation DIF Projects will remain in the 2024 DIF Update. Following this verification from the CITY, CONSULTANT shall convert the existing Transportation DIF projects to the new format and update the project graphics and estimates. CONSULTANT shall assumes twenty existing projects will be updated.

CONSULTANT shall develop new Transportation DIF Update Projects identified by the CITY Traffic Consultant. CONSULTANT shall assume ten new projects will be developed.

Overall, this effort shall include the following activities:
• Update/develop graphics showing project Location within CITY of Goleta. • Update/develop graphics showing existing conditions and proposed project improvements.
• Update/develop quantity take off for proposed improvements. • Update/develop cost estimate.
• Review and approval by CITY of updated project graphics and cost estimate.

Docusign Envelope ID: 9A9186A3-0586-4878-B355-07A0CBDC42A6 Docusign Envelope ID: F94D0311-A1C2-4BA9-840F-57244A284741 22 City of Goleta
Public Works Department and MNS Engineers, Inc.

Task 2 Deliverables
• Project graphics and cost estimates for all 2024 Transportation DIF Update Projects.

Task 3 – Prepare Documentation
CONSULTANT shall prepare a preliminary 2024 Transportation DIF Update Projects Report. The report shall consist of an overall summary as well as the individual project concept exhibits and reports, traffic data, estimated costs, expected timing, etc.

The preliminary report shall be provided to the CITY for review and comment.

Once the CITY has completed the preliminary report review, CONSULTANT shall conduct a meeting to review the comments and discuss changes to the scope of work or direction of the final project deliverables.

The GTIP 2024 Transportation DIF Update Projects Report and individual projects shall be revised and finalized to address the CITY review comments.

The final report will be provided in indexed PDF format as well as original hardcopy in a binder. CITY comments shall be incorporated or otherwise addressed. A written response to each review comment will be provided to the CITY with the final 2024 Transportation DIF Update Projects Report.

Task 3 Deliverables
• Preliminary 2024 Transportation DIF Update Projects Report with Project Concept Exhibits and Reports (up to 30 projects)
• Preliminary Review Comments Response Memorandum
• Final 2024 Transportation DIF Update Projects Report with Project Concept Exhibits and Reports (up to 30 projects)

Services Not Included
• Professional land surveying or public right of way or private real property investigations.
• R- value testing for pavement design.
• Traffic analysis or impact studies (provided by the CITY Traffic Consultant) • Utility research and location of underground utilities. • Environmental documentation or permitting determinations.

Should work be needed in these areas, or areas not previously described, CONSULTANT will prepare a proposal or amendment, at the CITY’s request, which contains the Scope of Services, fee and schedule required to complete the additional work items.

Docusign Envelope ID: 9A9186A3-0586-4878-B355-07A0CBDC42A6 Docusign Envelope ID: F94D0311-A1C2-4BA9-840F-57244A284741 23 City of Goleta
Public Works Department and MNS Engineers, Inc.

CITY Provided Items
• Previously prepared documents, studies, project budget details, etc. • List and scope of new 2024 Transportation DIF Update Projects. • GIS or CAD files for base mapping and project concepts (new projects)

Docusign Envelope ID: 9A9186A3-0586-4878-B355-07A0CBDC42A6 Docusign Envelope ID: F94D0311-A1C2-4BA9-840F-57244A284741 24 City of Goleta
Public Works Department and MNS Engineers, Inc.

EXHIBIT B

ENGINEERING CONSTRUCTION MANAGEMENT GOVERNMENT SERVICES Principal Engineer $305 Principal Construction
Manager $330 City Engineer $265
Lead Engineer 270 Senior Construction
Manager 290 Deputy City Engineer 235
Supervising Engineer 255 Senior Resident Engineer 265 Assistant City Engineer 225 Senior Project Engineer 235 Resident Engineer 250 Plan Check Engineer 185 Project Engineer 210 Structure Representative 245 Permit Engineer 175 Associate Engineer 190 Construction Manager 230 City Inspector 168 Assistant Engineer 175 Assistant Resident
Engineer 210 Senior City Inspector (PW) 185
Sr. Construction Inspector
(PW) 185 City Inspector (PW) 177
SURVEYING Construction Inspector
(PW) 177 Principal Stormwater
Specialist
190
Principal Surveyor $280 Office Administrator 135 Senior Stormwater Specialist
180
Lead Surveyor 270 Stormwater Specialist 170
Supervising Surveyor 230 PLANNING Stormwater Technician 150 Senior Project Surveyor 210 Planning Director $235 Building Official 250 Project Surveyor 185 City Planner/Planning
Manager 220 Senior Building Inspector 200
Associate Project
Surveyor 175 Principal Planner 205 Building Inspector 175 Assistant Project
Surveyor 160 Senior Planner 190 Senior Grant Writer 190 Party Chief (PW) 190 Associate Planner 160 Grant Writer 180 Chainperson (PW) 160 Assistant Planner 135 Associate Grant Writer 160 One-Person Survey
Crew (PW) 225 Planning Technician 115 Assistant Grant Writer 145

TECHNICAL SUPPORT ADMINISTRATIVE SUPPORT
CADD Manager $210 Senior Management
Analyst $195
Supervising Technician 180 Management Analyst 165
Senior T echnician 170 IT T echnician 150
Engineering T echnician 130 Graphics/Visualization
Specialist 160
Administrative Assistant 105

DIRECT EXPENSES
Use of outside consultants as well as copies, blueprints, survey stakes, monuments, computer plots, telephone, travel (out of area) and all similar charges directly connected with the work will be charged at cost plus fifteen percent (15%).

Mileage will be charged at the current federal mileage reimbursement rate.

PREVAILING WAGE RATES
Rates shown with Prevailing Wage “(PW)” annotation are used for field work on projects subject to federal or state prevailing wage law and are subject to increases per DIR.

ANNUAL ESCALATION
Standard fee rates provided for each classification are subject to 5% annual escalation or the most recent US Bureau of Labor Statistics Consumer Price Index, whichever is higher.

OVERTIME
Overtime for non-exempt employees will be charged at 1.5 x hourly rate; overtime for exempt employees and other classifications will be charged at 1 x hourly rate.

Docusign Envelope ID: 9A9186A3-0586-4878-B355-07A0CBDC42A6 Docusign Envelope ID: F94D0311-A1C2-4BA9-840F-57244A284741 25 Docusign Envelope ID: 33BA6AC2-E1CC-4AFF-9C5A-5004955B38F8 City of Goleta
Amendment No. 1 to Agreement No. 2024-087

AMENDMENT NO. 1

TO A PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF GOLETA
AND

MNS ENGINEEERS, INC
Th
is Amendment No. 1 to the Professional Services Agreement by and between the City of Goleta , a municipal corporation (“City”) and MNS ENGINEERS, INC (“Consultant”) dated August 20, 2024 (“Agreement,” Agreement No. 2024- 087) is made on this day of , 20 .

SECTION A. RECITALS

1. This Agreement is for the purpose of preparing the CITY’s 2025 Development Impact Fee Nexus Study and Traffic Model Update; and

2. The Agreement currently provides in Section 6 for the termination of the Agreement on December 31, 2025; and

3. The parties desire to amend the Agreement so as to extend the termination of the Agreement to June 30, 2026; and

4. The City Manager approved this Amendment No. 1, on this day of , 20 .

SECT
ION B. AMENDED TERMS
Now
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 six months to read in its entirety:

The t
erm 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.

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

Docusign Envelope ID: D9E110A2-78BC-4C24-BC90-5DFA97E2E6D6 25 2024-087.1
2nd 25December
December2nd
26 Docusign Envelope ID: 33BA6AC2-E1CC-4AFF-9C5A-5004955B38F8 City of Goleta
Amendment No. 1 to Agreement No. 2024-087

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

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

CIT

Y OF GOLETA CONSULTANT
Robert Nisbet, City Manager Darren Riegler, CEO
ATTE
ST:

Deborah Lopez, City Clerk Jeff Edwards, Vice President
APPR
OVED AS TO FORM:

ISAAC ROSEN, CITY ATTORNEY
Scott Shapses, Deputy City Attorney
Docusign Envelope ID: D9E110A2-78BC-4C24-BC90-5DFA97E2E6D6 27 ATTACHMENT 3

Amendment No. 2 to Professional Design Services Agreement No. 2025-058 with DKS Associates, Inc.
28 City of Goleta
Amendment No. 2 to Agreement No. 2025-058

AMENDMENT NO. 2

TO A PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF GOLETA

AND DKS ASSOCIATES, INC

This Amendment No. 2 to the Professional Services Agreement by and between the City of Goleta , a municipal corporation (“City”) and DKS Associates, Inc. (“Consultant”) dated July 1, 2025 (“Agreement,” Agreement No. 2025-058) is made on this 16th day of December, 2025.

SECTION A. RECITALS

1. This Agreement is for the Professional Traffic Engineering Services; and

2. This Agreement has been amended to update the scope of work and identify subcontractor (Amendment No. 1); and

3. The Agreement currently provides for the total compensation amount not to exceed $ 45,000; and

4. The parties desire to amend the Agreement so as to provide for additional compensation in the amount of $55,000 for continued tasks; and

5. The Agreement currently provides in Section 6 for the termination of the Agreement on June 30, 2026; and

6. The parties desire to amend the Agreement so as to extend the termination of the Agreement to June 30, 2027; and

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

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

9. City Council approved this Amendment No. 2, on this
day of , 20 .

SECTION B. AMENDED TERMS
Now therefore City and Consultant agree that the Agreement be, and hereby is, amended as follows:







 






29 City of Goleta
Amendment No. 2 to Agreement No. 2025-058

1. Subsection (a) of Section 3. COMPENSATION AND PAYMENT of the Agreement is amended to add an additional authorized amount of $55,000 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 $100,000 (herein "not-to-exceed amount") and shall be earned as the work progresses.

Hourly at the hourly rates and with reimbursement to
CONSULTANT for those expenses set forth in
CONSULTANT's Schedule of Fees marked Exhibit "B,"
attached and incorporated herein. The rates and expenses set forth in that exhibit shall be binding upon CONSULTANT until June, 30 2027, 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 one year to read in its entirety:

The term of this Agreement is from the date first written above to June 30, 2027, unless the term of this Agreement is extended or the Agreement is terminated as provided for herein.

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

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

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

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







 






30 City of Goleta
Amendment No. 2 to Agreement No.
2025-058

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 DKS ASSOCIATES, INC.

Robert Nisbet, City Manager John Bosket, Vice President

ATTEST:

Deborah Lopez, City Clerk Jim Damkowitch, Managing Director

APPROVED AS TO FORM:

ISAAC ROSEN, CITY ATTORNEY

Scott Shapses, Deputy City Attorney







 






31 City of Goleta
Amendment No. 2 to Agreement No.
2025-058

EXHIBIT A-2

SCOPE OF WORK
CONSULTANT shall assist Public Works staff by:
x Conducting or overseeing field reviews of transportation concerns and documenting existing conditions with measurements, notes and photographs.
x Preparing reports describing observations of existing conditions and providing recommendations, justified by applicable standards, guidance and options from accepted sources including: CAMUTCD, California Highway Design Manual, Caltrans and APWA Standard Plans and Specifications, AASHTO and NACTO publications, etc.
x Preparing or overseeing preparation of staff reports and responses prepared by City staff in response to transportation-related items. x Presenting transportation-related items at City Council meetings and other meetings as needed.
x Reviewing land development submittals for traffic and safety impacts, site circulation and access issues, and traffic impact fee requirements. x Reviewing traffic control plans for consistency with current regulations for encroachment permits.
x Assisting City staff in resolving tr affic signal maintenance issues in coordination with contracted maintenance technicians.
x Performing or overseeing monthly collection of traffic data for the purpose of updating City Council on the performance of the City’s Interim Striping Project through Old Town.
x
Performing other traffic engineering duties as requested by the City. 






 






32 City of Goleta
Amendment No. 2 to Agreement No. 2025-058

The following scope of service is to provide a one year update on the current operations of Hollister Avenue from Fairview Avenue to Kellogg Avenue. The intent of this study is to provide City staff with information necessary to update the Council on the impacts that the interim striping plan has had on the local community in relation to the project goals of increasing parking spaces, reducing traffic speeds, reducing collisions, improving bike and pedestrian conditions, and maintaining traffic flow. This will be the second update on this project with the previous update having been presented in March 2025 based on data collected in December 2024 and January 2025.
(a) Task 1: Data Collection
The first task of this project will be to collect data which reflects traffic conditions since January of 2025. Based on the previous staff report data needs to be compiled related to parking occupancy, collisions, speeds, and traffic volumes. Based on conversations with City staff, the City will collect data related to parking occupancy and travel speeds on Hollister Avenue and provide this data to DKS for processing. City staff will also provide DKS with collision data for crashes occurring between July 2024 (after project implementation) and July 2025.

DKS will have National Data Services (NDS) collect volume data at locations and in a manner consistent with the prior analysis. This includes collecting one day 24-hour hose counts at the following five locations for one day each in August, September, and October. These counts will be collected mid-week (Tuesday-Thursday) on non-holiday weeks.
x Hollister Avenue between Magnolia Avenue and Pine Avenue x Gaviota Street between Magnolia Avenue and Pine Avenue x Mandarin Drive between Magnolia Avenue and Pine Avenue x Armitos Drive between Cardinal Avenue and Kinman Avenue x Gato Avenue between Cardinal Avenue and Kinman Avenue

In addition to the 24-hour counts, NDS will collect AM (7-9am) and PM (4-6pm) intersection turning movement counts at five locations at the same time that the hose counts are being conducted in August, September, and October. These counts will include pedestrian and bicyclist activity. The following five locations will be counted:

x Hollister Avenue and Pine Avenue
x Pine Avenue and Gaviota Street
x Pine Avenue and Mandarin Av enue
x Kinman Avenue and Armitos Avenue
x Kinman Avenue and Gato Av enue







 






33 City of Goleta
Amendment No. 2 to Agreement No. 2025-058

(b) Task 2: Data Analysis
After compiling the data in Task 1, DKS will conduct data trend analysis relevant to understanding if the goals of the project are being met. This includes crash trend analysis, summary speed statistics and comparison with prior data collection, trends in daily and peak period travel patterns, and intersection delay analysis at the intersection of Pine Avenue and Hollister Avenue

(c) Task 3: Documentation
DKS will document the findings of analysis to support a staff report to council on the current operations of Hollister Avenue in Old Town. This will include a draft memorandum for review by City staff with one round of comments before final submittal.

DKS will also support the preparation of materials for the staff presentation to Council. 






 






34 ATTACHMENT 4

Professional Design Services Agreement No. 2025-058 with DKS Associates, Inc. and Amendment No. 1
35 City of Goleta
Public Works Department and DKS Associates

Project Name: On-Call Traffic Engineering

AGREEMENT FOR PROFESSIONAL SERVICES

BETWEEN THE CITY OF GOLETA

AND DKS ASSOCIATES

This AGREEMENT FOR PROFESSIONAL SERVICES (herein referred to as “AGREEMENT”) is made and entered into this ________ day of ______ , 20____, by and between the CITY OF GOLETA, a municipal corporation (herein referred to as "CITY"), and DKS ASSOCIATES, a Corporation (herein referred to as "CONSULTANT").

SECTION A. RECITALS

1. The CITY has a need for professional traffic engineering services; and

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

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

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

SECTION B. TERMS

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

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

Professional Traffic Engineering Services shall generally include on- call traffic 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.”
Docusign Envelope ID: 88761843-7096-433A-B745-0D5871F6CF36 25 1st
2025-058
July
36 City of Goleta
Public Works Department and DKS Associates

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 $45,000 (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, 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.
(b) Payment. CONSULTANT shall provide CITY with written verification of the actual compensation earned, which written verification shall be in a form satisfactory to CITY's Project Manager , as described in Section 5 .

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

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

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

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

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

Docusign Envelope ID: 88761843-7096-433A-B745-0D5871F6CF36 37 City of Goleta
Public Works Department and DKS Associates

6. TERM, PROGRESS AND COMPLETION
The term of this AGREEMENT is from the date first written above to June 30, 2026, unless term of this AGREEMENT is extended, or the AGREEMENT is terminated as provided for herein.

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

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

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

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

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

9. HOLD HARMLESS AND INDEMNITY
(a) Hold Harmless for CONSULTANT's Damages. CONSULTANT holds CITY, its elected officials, officers, agents, and employees, harmless from all of CONSULTANT's claims, demands, lawsuits, judgments, damages, losses, injuries or liability to CONSULTANT, to CONSULTANT's employees, to CONSULTANT’s contra ctors 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.

Docusign Envelope ID: 88761843-7096-433A-B745-0D5871F6CF36 38 City of Goleta
Public Works Department and DKS Associates

(b) Defense and Indemnity of Third-Party Claims/Liability.

CONSULTANT shall investigate, defend, and indemnify CITY, its elected officials, officers, agents, and employees, from any claims, lawsuits, demands, judgments, and all liability including, but not limited to, monetary or property damage, lost profit, personal injury, wrongful death, general liability, automobile, infringement of copyright/patent/trademark, or professional errors and omissions arising out of, directly or indirectly, an error, negligence, or omission of CONSULTANT or any of CONSULTANT’s officers, agents, employees, representatives, subconsultants, or subcontractors, or the willful misconduct of CONSULTANT or any of CONSULTANT’s officers, agents, employees, representatives, subconsultants, or subcontractors, in performing the services described in, or normally associated with, this type of contracted work. The duty to defend shall include any suits or actions concerning any activity, product or work required under this AGREEMENT, and also include the payment of all court costs, attorney fees, expert witness costs, investigation costs, claims adjusting costs and any other costs required for and related thereto.
(c) No Waiver. CITY does not waive, nor shall be deemed to have waived, any indemnity, defense or hold harmless rights under this section because of the acceptance by CITY, or the deposit with CITY, of any insurance certificates or policies described in Section 10.

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

Insurance shall include the following (or broader) coverage:
a) Insurance Services Office Commercial Liability coverage “occurrence” form CG 00 01 or its exact equivalent with an edition date prior to 2004 and with minimum limits of $1,000,000 per occurrence and $2,000,000 general aggregate.
b) Insurance Services Office form number CA 00 01 or equivalent covering Automobile Liability, including hired and non -owned automobile liability with a minimum limit of $1,000,000 per accident. If the Service Provider owns no vehicles, this requirement may be satisfied by a non -owned and hired auto endorsement to Service Provider’s commercial general liability policy.
c) Workers’ Compensation insurance complying with California worker’s compensation laws, including statutory limits for workers’ Docusign Envelope ID: 88761843-7096-433A-B745-0D5871F6CF36 39 City of Goleta
Public Works Department and DKS Associates

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 ei ther in the additional insured form or through another endorsement such as CG 20 37, or its equivalent.
b) General and automobile liability insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer’s liability. Coverage will not be limited to CITY’s vicarious liability.
c) Professional liability insurance policies inception date, continuity date, or retroactive date must be before the effective date of this agreement.

CONSULTANT agrees to maintain continuous coverage through a period no less than three years after completion of the services required by this agreement.
d) Except for professional liability insurance, l iability coverage shall be primary and non-contributing with any insurance maintained by CITY. e) Evidence of coverage (including the workers’ compensation and employer’s liability policies) shall provide that coverage shall not be suspended, voided, canceled or reduced in coverage or in limits except after 30 days’ prior written notice has been given to CITY. Such provision shall not include any limitation of liability of the insurer for failure to provide such notice.
f) No liability insurance coverage provided to comply with this AGREEMENT shall prohibit CONSULTANT, or CONSULTANT’s
employees, or agents, from waiving the right of recovery prior to a loss.

CONSULTANT waives its right of recovery against CITY.

Docusign Envelope ID: 88761843-7096-433A-B745-0D5871F6CF36 40 City of Goleta
Public Works Department and DKS Associates

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

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

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

13. TERMINATION BY CITY
CITY, by notifying CONSULTANT in writing, may upon 10 calendar days notice, terminate without cause any portion or all of the services agreed to be performed under this AGREEMENT. If termination is for cause, no notice period Docusign Envelope ID: 88761843-7096-433A-B745-0D5871F6CF36 41 City of Goleta
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need be given. In the event of termination, CONSULTANT shall have the right and obligation to immediately assemble work in progress for the purpose of closing out the job. All compensation for actual work performed and charges outstanding at the time of termination shall be payable by CITY to CONSULTANT within 30 days following submission of a final statement by CONSULTANT unless termination is for cause. In such event, CONSULTANT shall be compensated only to the extent required by law.

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

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

16. WAIVER; REMEDIES CUMULATIVE
Failure by a party to insist upon the strict performance of any of the provisions of this AGREEMENT by the other party, irrespective of the length of time for which such failure continues, shall not constitute a waiver of such party's right to demand strict compliance by such other party in the future. No waiver by a party of a default or breach of the other party shall be effective or binding upon such party unless made in writing by such party, and no such waiver shall be implied from any omissions by a party to take any action with respect to such default or breach. No express written waiver of a specified default or breach shall affect any other default or breach, or cover any other period of time, other than any default or breach and/or period of time specified. All of the remedies permitted or available to a party under this AGREEMENT, or at law or in equity, shall be Docusign Envelope ID: 88761843-7096-433A-B745-0D5871F6CF36 42 City of Goleta
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cumulative and alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right of remedy.

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

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

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

20. GOVERNING LAW
This AGREEMENT, and the rights and obligations of the parties, shall be governed and interpreted in accordance with the laws of the State of California.

Should litigation occur, venue shall be in Superior Court of Santa Barbara County.

21. NONDISCRIMINATION
The City reaffirms its ongoing commitment to equality in the conduct of City business, and prohibits any policy, plan, program, custom or practice, including harassment, in the conduct of City business. No discrimination or discriminatory practice shall occur in either employment of persons for, or completion of, the work contemplated by this Agreement, when such discrimination is based on race, color, national origin, or ancestry; religion; sex; gender, gender identity, gender expression, or gender transit ioning status; physical disability, mental disability, medical condition, or genetic information; marital or domestic partner status; citizenship status; age; sexual orientation; exercising a legally protected right to an employment leave of absence; statu s as a victim of domestic violence, sexual assault, or stalking; reproductive health decision -making, or any other classification protected under state or federal law. Among other possible violations Docusign Envelope ID: 88761843-7096-433A-B745-0D5871F6CF36 43 City of Goleta
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of law, a violation of this section exposes CONSULTANT to the penalties provided for in Labor Code Section 1735.

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

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

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

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

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

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

28. AUTHORIZATION
Each party has expressly authorized the execution of this AGREEMENT on its behalf and bind said party and its respective administrators, officers, directors, shareholders, divisions, subsidiaries, agents, employees, successors, assigns, Docusign Envelope ID: 88761843-7096-433A-B745-0D5871F6CF36 44 City of Goleta
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principals, partners, joint venturers, insurance carriers and any others who may claim through it to this AGREEMENT.

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

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

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

TO CITY: Attention: Robert Nisbet, City Manager
City of Goleta
130 Cremona Drive, Suite B
Goleta, CA 93117
TO CONSULTANT: Attention: Jim Damkowitch, Managing Director DKS Associates
428 J Street, Suite 340
Sacramento, CA 95814

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

_____________________________
John Bosket, Vice President
ATTEST
_____________________________ _____________________________ Deborah Lopez, City Clerk Jim Damkowitch, Managing Director APPROVED AS TO FORM:

ISAAC ROSEN, CITY ATTORNEY
_____________________________
Scott Shapses, Deputy City Attorney
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EXHIBIT A

SCOPE OF WORK
CONSULTANT shall assist Public Works staff by:
• Conducting or overseeing field reviews of transportation concerns and documenting existing conditions with measurements, notes and photographs.
• Preparing reports describing observations of existing conditions and providing recommendations, justified by applicable standards, guidance and options from accepted sources including: CAMUTCD, California Highway Design Manual, Caltrans and APWA Standard Plans and Specifications, AASHTO and NACTO publications, etc.
• Preparing or overseeing preparation of staff reports and responses prepared by City staff in response to transportation-related items. • Presenting transportation-related items at City Council meetings and other meetings as needed.
• Reviewing land development submittals for traffic and safety impacts, site circulation and access issues, and traffic impact fee requirements. • Reviewing traffic control plans for consistency with current regulations for encroachment permits.
• Assisting City staff in resolving traffic signal maintenance issues in coordination with contracted maintenance technicians.
• Performing or overseeing monthly collection of traffic data for the purpose of updating City Council on the performance of the City’s Interim Striping Project through Old Town.
• Performing other traffic engineering duties as requested by the City.

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EXHIBIT B

SCHEDULE OF FEES

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Amendment No. 1 to Agreement No. 2025-058

AMENDMENT NO. 1

TO A PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF GOLETA
AND
DKS ASSOCIATES, INC.

This Amendment No. 1 to the Professional Services Agreement by and between the City of Goleta , a municipal corporation (“City”) and DKS Associates, Inc . (“Consultant”) dated July 1, 2025 (“Agreement,” Agreement No. 2025-058) is made on this ____ day of ___, 20___.

SECTION A. RECITALS

1. This Agreement is for the Professional Traffic Engineering Services; and

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

3. 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

4. The parties desire to amend Section 8 so as to allow Personal Service/ Assignment/Subcontractor; and

5. The City Manager approved this Amendment No. 1, on this _____ day of ____, 20_____.

SECTION B. AMENDED TERMS

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

1. 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.

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

Jim Damkowitch 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, Docusign Envelope ID: D52758DF-5A45-43E1-9436-F84592ADF5BB 29th 25
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CITY on the progress of the work. Should any such individual be removed from assisting in this contracted work for any reason, CITY may terminate this AGREEMENT.

This AGREEMENT may not be assigned or subcontracted without the City Manager’s prior written consent. City has agreed that CONSULTANT may subcontract services through:

• National Data Services (NDS), Ruben Gallegos, Southwest Regional Manager, Traffic Counts

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

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

CITY OF GOLETA CONSULTANT

____________________________ ______________________________ Robert Nisbet, City Manager John Bosket, Vice President

ATTEST:

_____________________________ ______________________________ Deborah Lopez, City Clerk Jim Damkowitch, Managing Director

APPROVED AS TO FORM:

ISAAC ROSEN, CITY ATTORNEY
_____________________________
Scott Shapses, Deputy City Attorney

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EXHIBIT A-1

SCOPE OF WORK

The following scope of service is to provide a one year update on the current operations of Hollister Avenue from Fairview Avenue to Kellogg Avenue. The intent of this study is to provide City staff with information necessary to update the Council on the impacts that the interim striping plan has had on the local community in relation to the project goals of increasing parking spaces, reducing traffic speeds, reducing collisions, improving bike and pedestrian conditions, and maintaining traffic flow. This will be the second update on this project with the previous update having been presented in March 2025 based on data collected in December 2024 and January 2025.

Task 1: Data Collection
The first task of this project will be to collect data which reflects traffic conditions since January of 2025. Based on the previous staff report data needs to be compiled related to parking occupancy, collisions, speeds, and traffic volumes. Based on conversations with City staff, the City will collect data related to parking occupancy and travel speeds on Hollister Avenue and provide this data to DKS for processing. City staff will also provide DKS with collision data for crashes occurring between July 2024 (after project implementation) and July 2025.

DKS will have National Data Services (NDS) collect volume data at locations and in a manner consistent with the prior analysis. This includes collecting one day 24-hour hose counts at the following five locations for one day each in August, September, and October. These counts will be collected mid-week (Tuesday-Thursday) on non-holiday weeks.

• Hollister Avenue between Magnolia Avenue and Pine Avenue • Gaviota Street between Magnolia Avenue and Pine Avenue • Mandarin Drive between Magnolia Avenue and Pine Avenue • Armitos Drive between Cardinal Avenue and Kinman Avenue • Gato Avenue between Cardinal Avenue and Kinman Avenue

In addition to the 24-hour counts, NDS will collect AM (7-9am) and PM (4-6pm) intersection turning movement counts at five locations at the same time that the hose counts are being conducted in August, September, and October. These counts will include pedestrian and bicyclist activity. The following five locations will be counted:

• Hollister Avenue and Pine Avenue
• Pine Avenue and Gaviota Street
• Pine Avenue and Mandarin Avenue
• Kinman Avenue and Armitos Avenue
• Kinman Avenue and Gato Avenue

Task 2: Data Analysis
After compiling the data in Task 1, DKS will conduct data trend analysis relevant to understanding if the goals of the project are being met. This includes crash trend analysis, summary speed statistics and comparison with prior data collection, trends in daily and peak period travel patterns, and intersection delay analysis at the intersection of Pine Avenue and Hollister Avenue.

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Task 3: Documentation
DKS will document the findings of analysis to support a staff report to council on the current operations of Hollister Avenue in Old Town. This will include a draft memorandum for review by City staff with one round of comments before final submittal. DKS will also support the preparation of materials for the staff presentation to Council.

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