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ATTACHMENT B
AGREEMENT FOR PROFESSIONAL SERVICES
SPACE NEEDS ASSESSMENT & FACILITY PLANNING
This Agreement is made on August 5, 2025 by and between Griffin Structures, Inc., a S-Corporation in California (“Contractor”), and the City of Santa Maria, a California Municipal Corporation and charter city (“City”), in Santa Maria, California, based on the following recitals:
WHEREAS, City has determine d that a Space Needs Assessment & Facility Planning involves performance of services of a temporary nature (the “Project”); and
WHEREAS, City does not have available employees to perform the services for the Project; and
WHEREAS, City has selected Contractor based on their submitted proposal dated May 22, 2025, and based on Contractor’s qualifications to perform the Project, including comparable experience in municipal facility planning projects; and
WHEREAS, City has determined Contractor’s rates were fair and reasonable compared to other firms performing similar services; and
WHEREAS, City has requested Contractor perform the services for the Project; and
WHEREAS, Contractor is registered or licensed in California to perform the services for the Project.
NOW, THEREFORE, IT IS AGREED:
1. Recitals true. The above recitals are true.
2. General.
2.01 Term and Termination. The term of this Agreement begins on the first date written above and ends at 11:59 p.m. on June 30, 2026. This Agreement may be extended by mutual consent of the parties. This Agreement may be terminated for breach of its terms or conditions, or because of discovery of any act which violates local, state , or federal law.
Termination is effective fourteen (14) days after deposit of notice as specified in this Agreement.
2.02 Services to be Performed. Contractor shall determine the method, details , and means of providing services for the Project. More specifically, Contractor agrees to perform the specific services listed in Exhibit “A.”
2.03 City’s Duties. City’s duties under this Agreement are to cooperate with the Contractor in the performance of the Agreement and timely pay invoices.
2.04 Payment. Payment terms under this Agreement are listed in Exhibit “B.”
2.05 Insurance. Contractor shall provide insurance as listed in Exhibit “C.”
2.06 Exhibits. Exhibits “A”, “B”, and “C”, are attached and incorporated.
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ATTACHMENT B
3. Contractor’s Obligations.
3.01 Minimum Amount of Service. Contractor shall devote sufficient time to perform services under this Agreement efficiently and effectively. Contractor may represent, perform services for and be employed by additional individuals or entities, in Contractor’s sole discretion, as long as the performance of these extracontractual services does not interfere with or present a conflict with the City's business.
3.02 Tools and Equipment. Except as otherwise stated in this Agreement, Contractor will supply all tools and equipment necessary to perform this Agreement.
3.03 Status. Contractor (including its employees) is an independent Contractor.
No employer/employee relationship exists between Contractor and City. Contractor's assigned personnel shall not be entitled to any benefits payable to employees of City. City is not required to make any deductions or withholdings from the compensation payable to Contractor under this Agreement. Contractor (as a business entity, including its employees) is a “design professional” as defined by California Civil Code section 2782.8(c)(3).
3.04 Indemnification. To the fullest extent permitted by law, Contractor shall indemnify, defend (with independent counsel approved by the City) and hold harmless the City, and its directors, officers, and employees from and against all liabilities (including without limitation all claims, losses, damages, penalties, fines, and judgments, associated investigation and administrative expenses, and defense costs, including but not limited to reasonable attorneys’ fees, court costs and costs of alternative dispute r esolution) regardless of nature or type that arise out of, pertain to, or relate to the negligence, reckless or willful misconduct of Contractor, including its employees. The provisions of this paragraph survive completion of the services or the termination of this contract. The provisions of this section are not limited by the provisions of the section relating to insurance.
4. Miscellaneous
4.01 Notices. All communication relating to the day -to-day activities of this Agreement shall be exchanged between a designated representative of City and a representative of Contractor, listed below . All notices shall be addressed as follows unless a written change is filed with the City:
City: Contractor:
Attn: Shad Springer Attn: Dustin Alamo
City of Santa Maria Griffin Structures, Inc.
Utilities Department 1 Technology Drive, Building I
2065 East Main Street Suite 829
Santa Maria, CA 93454 Irvine, CA 92618
If the designated Representative or address of either party changes during the term of this Agreement, a written notice shall be given to the other party prior to the effective date of change.
Any written notices required under this Agreement shall be effective five (5) days after deposit into United States mail, postage prepaid, addressed to the designated Representative, or upon confirmation of receipt of delivery if another notification process is used.
4.02 Compliance With Laws, etc. Contractor shall comply with all laws, including but not limited to the rules and policies of the City, in performing this Agreement.
4.03 Integration. This Agreement constitutes the entire agreement of the parties with respect to the subject matter. All modifications, amendments, or waivers of the terms of this Agreement must be in writing and signed by the appropriate representatives of the parties.
4.04 Interpretation. This Agreement shall be interpreted in accordance with the
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ATTACHMENT B
laws of the State of California.
4.05 Jurisdiction. Jurisdiction and venue of all disputes over the terms of this agreement shall be in the County of Northern Santa Barbara, State of California.
4.06 Warranty of authority. Each person signing this Agreement on behalf of a party warrants that he or she has authority to do so.
4.07 No Waiver. Failure to enforce with respect to a default shall not be construed as a waiver.
4.08 Severability. The provisions of this Agreement are severable. If any part of this Agreement is held invalid by a court of competent jurisdiction, the remainder of the Agreement shall remain in full force and effect unless amended or modified by mutual written consent of the parties.
4.09 Submittals. In addition to any oth er submittals required by this Agreement, Contractor shall submit copies of its current business license and current certificate of workers compensation coverage to the City before beginning work on this Project.
4.10 Prevailing Wage. If applicable, Contractor and all subcontractors are required to pay the general prevailing wage rates of per diem wages and overtime and holiday wages determined by the Director of the Department of Industrial Relations under Section 1720 et seq. of the California Labor Code. The Director's determination is on file and open to inspection at www.dir.ca.gov and is referred to and made a part hereof; the wage rates therein ascertained, determined, and specified are referred to and made a part hereof as though fully set forth herein.
CONTINUED ON NEXT PAGE
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ATTACHMENT B
IN WITNESS WHEREOF , this Agreement is executed by the parties on the date first written above.
“Contractor” “City”
GRIFFIN STRUCTURES, INC. CITY OF SANTA MARIA
a California S-Corporation a Municipal Corporation
By: By:
DUSTIN ALAMO SHAD S. SPRINGER, P.E., MPA
Vice President-Strategic Services Director of Utilities
ATTEST
By:
DONNA SCHWARTZ
Chief Deputy City Clerk
APPROVED AS TO FORM
Risk Manager
City Attorney
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ATTACHMENT B
EXHIBIT “A”
SERVICES TO BE PROVIDED
PROJECT UNDERSTANDING
The City of Santa Maria is planning to consolidate the Utilities Department, currently operating at the Santa Maria Regional Landfill (SMRL) and Wastewater Treatment Plant (WWTP), into a single facility located at the SMRL site. The consolidated facility w ill house the Business, Solid Waste, and Water Resources divisions.
The project requires evaluation of current space use, staffing, facility conditions, infrastructure systems, and operational workflows. The consolidated facility will include administrative areas, public amenities, warehousing, vehicle circulation, fleet p arking, and fueling. Work includes assessment of reuse opportunities, operational phasing, and planning for future expansion.
PROJECT APPROACH
Task 0: Project Kickoff and Administration
Contractor will initiate the project with a kickoff meeting to introduce key personnel, review project goals, confirm the scope of work, and refine the schedule and deliverables.
Contractor will collect and review existing documentation, including staffing rosters, organizational charts, floor plans, utility data, past studies, and budget materials. Contractor will establish communication protocols, define points of contact, and schedule bi-weekly check-ins.
A refined work plan will be submitted to Utilities Executive Staff with proposed timing and resource allocation. Contractor will implement a document -sharing system for use throughout the project.
Task 1: Space Needs Analysis
Contractor will assess existing and future space needs for the Business, Solid Waste, and Water Resources divisions.
The task includes issuing questionnaires, conducting interviews and surveys with City staff at both the SMRL and WWTP sites, and reviewing staff counts, organizational structures, and space use.
Contractor will document workspace allocations, including offices, shared workstations, locker rooms, break areas, meeting rooms, and storage. Future space requirements will be projected using City-provided growth data and planning ratios.
Deliverables:
• Draft and Final Space Needs Analysis
• Space projection matrix by division, staff type, and space category
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ATTACHMENT B
• Summary of staffing interviews and key observations
Task 2: Facilities Assessment
Contractor will perform a condition assessment of existing facilities at the SMRL and WWTP sites.
The assessment includes site walks and document review to inventory buildings, warehouses, administrative offices, shop spaces, utility connections, and parking areas. Facilities will be evaluated for structural integrity, ADA compliance, utility capacity, and envelope condition.
Contractor will assess water, sewer, power, propane, and fueling systems for capacity, redundancy, and future connection potential. Vehicle circulation, parking, and access for large vehicles will also be evaluated.
Deliverables:
• Draft and Final Facilities Assessment Report
• Inventory and condition summary of all site facilities • Utility infrastructure evaluation and constraints summary • Preliminary phasing considerations
Task 3: Alternative Development and Analysis
Contractor will begin with a review of base maps and topographic data to identify physical constraints, grading requirements, site access, elevation changes, and stormwater flow.
Contractor will conduct a utility infrastructure inventory and gap analysis for water, sewer, power, and communications. A feasibility analysis will be completed for extending potable water service.
Findings will be documented in a technical memorandum and supported with a conceptual utility routing exhibit.
Contractor will develop three to four site layout alternatives for the consolidated facility.
Alternatives will include test -fit site plans with building footprints, functional allocations, circulation routes, and access separation between public, staff, and fleet areas.
Each alternative will be evaluated for operational efficiency, implementation cost, phasing feasibility, staff adjacencies, and reuse of existing structures.
Deliverables:
• Infrastructure technical memorandum
• One conceptual utility and topographic exhibit
• Three to four site layout alternatives
• Comparative evaluation matrix
• Presentation to Utilities Executive Staff and recommendation of preferred alternative
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ATTACHMENT B
Task 4: Concept Design, Estimates, and Phasing Plan
Based on the selected alternative, Contractor will develop a conceptual design for the consolidated Utilities Department facility.
The concept plan will include:
• Site layout with building footprints and functional allocations • Floor plans with room functions and adjacencies
• Vehicle and equipment circulation diagrams
• Staff and visitor parking layouts
• Preliminary utility tie-ins and infrastructure needs
Contractor will prepare a phasing strategy to maintain operations during construction. A high - level cost estimate will be developed using comparable data, escalation, soft costs, and contingency factors.
Contractor will identify potential environmental and regulatory review requirements, including CEQA or permitting triggers, and coordinate with City staff to align project planning with applicable thresholds.
Deliverables:
• Conceptual Design Package (site and floor plans)
• Cost Estimate with supporting assumptions
• Phasing Strategy and Schedule
• Summary Presentation of all tasks
SCHEDULE
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ATTACHMENT B
EXHIBIT “B”
PAYMENT
I. PROGRESS AUTHORIZATION
Written authorization to proceed from the City authorizes the Contractor to generate the
NOT-TO-EXCEED COST OF TWO HUNDRED TEN THOUSAND DOLLARS AND ZERO CENTS ($210,000.00) IN FEES for above listed tasks based on the rate schedule(s) that follows on the next page.
TOTAL NOT-TO-EXCEED COSTS: $210,000.00
The City reserves the right to withhold any amount if unsatisfied with the service the Contractor provides or if the Contractor exceeds this written authorization for the above not-to-exceed costs.
II. INVOICE PROCEDURE
The Contractor's bills shall be substantiated by appropriate documentation, and include an itemized listing of personnel, sub-Contractors, and other direct costs incurred.
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ATTACHMENT B
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ATTACHMENT B
EXHIBIT “C”
INSURANCE
Contractor shall procure and maintain, for the duration of the contract, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by Contractor, his/her agents, representatives, or employees. If Contractor maintains broader coverage and/or higher limits than the minimums shown below, City requires and shall be entitled to the broader coverage and/or higher limits maintained by Contractor.
1) Minimum Scope of Insurance
a) Coverage shall be at least as broad as:
i) Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001), including products and completed operations, property damage, bodily injury and personal & advertising injury.
ii) Insurance Services Office Business Auto Coverage Form Number CA 00 01 covering any auto (Code 1); or if Contractor has no owned autos, covering hired (Code 8) and non-owned autos (Code 9).
iii) Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance.
iv) Errors and Omissions liability insurance appropriate to the Contractor's profession.
Architects' and engineers' coverage is to be endorsed to include contractual liability. v) Contractor’s Pollution liability insurance applicable to the work being performed. vi) Cyber Liability insurance as applicable to the work being performed and appropriate to the Contractor’s profession. Such coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Contractor in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expen ses with limits sufficient to respond to these obligations.
2) Minimum Limits of Insurance
a) Contractor shall maintain limits no less than:
i) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
ii) Automobile Liability: $1,000,000 per accident for bodily injury and property damage. iii) Workers’ Compensation: Statutory limits.
iv) Employer's Liability: $1,000,000 per accident for bodily injury or disease. v) Errors and Omissions Liability: $1,000,000 per occurrence or claim, $2,000,000 aggregate.
vi) Contractors Pollution Liability : $2,000,000 per occurrence or claim, $2,000,000 aggregate.
vii) Cyber Liability: $2,000,000 per occurrence or claim, $2,000,000 aggregate.
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ATTACHMENT B
3) Self-insured Retentions
Self-insured retentions must be declared to and approved by City. City may require Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration and defense expenses within the retention.
4) Other Insurance Provisions
a) The commercial general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:
i) The City of Santa Maria, its officers, officials, employees, and volunteers are to be covered as additional insureds on the policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form or an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and CG 20 37 forms if later revisions are used). ii) For any claims related to this project, Contractor's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects City, its officers, officials, employees, and volunteers. Any insurance or self -insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of Contractor's insurance and shall not contribute with it. iii) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be cancelled or reduced, except with notice stating the title of this Agreement to the City. All notices provided pursuant to this Agreement shall be given to the City representative listed for notice in this agreement and shall specify the title of this Agreement. Notice may be given by overnight mail, facsimile with confirmation of receipt, or certified mail with return-receipt requested. iv) Contractor hereby grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not City has received a waiver of subrogation endorsement from the insurer. v) If any of the required policies provide claims-made coverage:
(1) The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work.
(2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. (3) If coverage is cancelled or non -renewed, and not replaced with another claims - made policy form with a Retroactive Date prior to the Agreement effective date, the Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.
5) Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City.
6) Verification of Coverage
a) Contractor shall furnish City with original certificates and amendatory endorsements of the applicable policy language effecting coverage required by this clause.
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ATTACHMENT B
b) All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive Contractor’s obligation to provide them. City reserves the ri ght to require complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications, at any time.
7) Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.