RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF SANTA MARIA, CALIFORNIA
AWARDING A PROFESSIONAL SERVICES AGREEMENT TO
ACHIEVEMENT ENGINEERING CORP. FOR ON-CALL
GEOTECHNICAL ENGINEERING AND MATERIALS TESTING
SERVICES IN THE AMOUNT OF $300,000
WHEREAS, the need exists for the City to obtain prompt professional Geotechnical Engineering and Materials Testing to support municipal improvement projects; and
WHEREAS, on March 13, 2025, the City issued a Request for Proposal (RFP) for on-call Geotechnical Engineering and Materials Testing Professional Services for projects within the City and notified firms that specialize in this work, including those firms who had expressed interest, as well as those who had previously completed work for the City; and
WHEREAS, on April 14, 2025, the City received four proposals from firms that perform this work; and,
WHEREAS, staff formed a selection committee to independently review and score each firm’s proposal based on specific criteria in the RFP; and,
WHEREAS, following deliberations, the selection committee determined that Achievement Engineering Corp. satisfied the requirements of the RFP and was deemed a qualified firm to provide the needed On-Call Geotechnical Engineering and Materials Testing services; and,
WHEREAS, the firm will provide services on an on-call, as-needed, project-specific basis as defined by the City, and all task orders will have a defined scope, schedule, and fee arrangement that will be negotiated based on the hourly rate schedule included in the agreement; and,
WHEREAS, the City of Santa Maria determined that the proposed action is not a project as defined by the California Environmental Quality Act (CEQA ) ( CCR, Title 14, Chapter 3 (CEQA Guidelines), Article 20, Section 15378). In addition, CEQA Guidelines Section 15061 includes the general rule that CEQA applies only to activities which have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment. Any subsequent discretionary projects resulting from this action will be assessed for CEQA applicability.
//
NOW, THEREFORE, IT IS HEREBY RESOLVED by the City Council of the City of Santa Maria, California, as follows:
SECTION 1. A Professional Services Agreement for Geotechnical Engineering and Materials Testing Services is awarded to Achievement Engineering Corp., for a term ending on June 30, 2026, at 11:59 pm, with an annual fee not to exceed $300,000; and
SECTION 2. That the City Manager, or designee, is authorized to execute the Professional Services Agreement upon receipt of information required by the Request for Proposal; and
SECTION 3. The Chief Deputy City Clerk is hereby authorized to make minor changes herein to address clerical errors, so long as substantial conformance of the intent of this document is maintained. In doing so, the Chief Deputy City Clerk shall consult with the City Manager and City Attorney concerning any changes deemed necessary.
PASSED AND ADOPTED at a regular meeting of the City Council of the City of Santa Maria held this 16th day of September 2025.
ATTEST:
Chief Deputy City Clerk
Mayor
APPROVED AS TO FORM:
_______________________________
City Attorney
APPROVED AS TO CONTENT:
_______________________________
Department Director
_______________________________
City Manager
Attachment B
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF SANTA MARIA, CALIFORNIA
AWARDING A PROFESSIONAL SERVICES AGREEMENT TO
EARTH SYSTEMS PACIFIC FOR ON-CALL GEOTECHNICAL
ENGINEERING AND MATERIALS TESTING
SERVICES IN THE AMOUNT OF $300,000
WHEREAS, the need exists for the City to obtain prompt professional Geotechnical Engineering and Materials Testing to support municipal improvement projects; and
WHEREAS, on March 13, 2025, the City issued a Request for Proposal (RFP) for on-call Geotechnical Engineering and Materials Testing Professional Services for projects within the City and notified firms that specialize in this work, including those firms who had expressed interest, as well as those who had previously completed work for the City; and
WHEREAS, on April 14, 2025, the City received four proposals from firms that perform this work; and,
WHEREAS, staff formed a selection committee to independently review and score each firm’s proposal based on specific criteria in the RFP; and,
WHEREAS, following deliberations, the selection committee determined that Earth Systems Pacific satisfied the requirements of the RFP and was deemed a qualified firm to provide the needed On-Call Geotechnical Engineering and Materials Testing services; and,
WHEREAS, the firm will provide services on an on-call, as-needed, project-specific basis as defined by the City, and all task orders will have a defined scope, schedule, and fee arrangement that will be negotiated based on the hourly rate schedule included in the agreement; and,
WHEREAS, the City of Santa Maria determined that the proposed action is not a project as defined by the California Environmental Quality Act (CEQA ) ( CCR, Title 14, Chapter 3 (CEQA Guidelines), Article 20, Section 15378). In addition, CEQA Guidelines Section 15061 includes the general rule that CEQA applies only to activities which have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment. Any subsequent discretionary projects resulting from this action will be assessed for CEQA applicability.
//
Attachment B
NOW, THEREFORE, IT IS HEREBY RESOLVED by the City Council of the City of Santa Maria, California, as follows:
SECTION 1. A Professional Services Agreement for Geotechnical Engineering and Materials Testing Services is awarded to Earth Systems Pacific, for a term ending on June 30, 2026, at 11:59 pm, with an annual fee not to exceed $300,000; and
SECTION 2. The City Manager, or designee , is authorized to execute the Professional Services Agreement upon receipt of information required by the Request for Proposal; and
SECTION 3. The Chief Deputy City Clerk is hereby authorized to make minor changes herein to address clerical errors, so long as substantial conformance of the intent of this document is maintained. In doing so, the Chief Deputy City Clerk shall consult with the Cit y Manager and City Attorney concerning any changes deemed necessary.
PASSED AND ADOPTED at a regular meeting of the City Council of the City of Santa Maria held this 16th day of September 2025.
ATTEST:
Chief Deputy City Clerk
Mayor
APPROVED AS TO FORM:
_______________________________
City Attorney
APPROVED AS TO CONTENT:
_______________________________
Department Director
_______________________________
City Manager
Attachment C
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF SANTA MARIA, CALIFORNIA
AWARDING A PROFESSIONAL SERVICES AGREEMENT TO
ENGEO FOR ON-CALL GEOTECHNICAL ENGINEERING AND
MATERIALS TESTING SERVICES IN THE AMOUNT OF $300,000
WHEREAS, the need exists for the City to obtain prompt professional Geotechnical Engineering and Materials Testing to support municipal improvement projects; and
WHEREAS, on March 13, 2025, the City issued a Request for Proposal (RFP) for on-call Geotechnical Engineering and Materials Testing Professional Services for projects within the City and notified firms that specialize in this work, including those firms who had expressed interest, as well as those who had previously completed work for the City; and
WHEREAS, on April 14, 2025, the City received four proposals from firms that perform this work; and,
WHEREAS, staff formed a selection committee to independently review and score each firm’s proposal based on specific criteria in the RFP; and,
WHEREAS, following deliberations, the selection committee determined that EnGeo satisfied the requirements of the RFP and was deemed a qualified firm to provide the needed On-Call Geotechnical Engineering and Materials Testing services; and,
WHEREAS, the firm will provide services on an on-call, as-needed, project-specific basis as defined by the City, and all task orders will have a defined scope, schedule, and fee arrangement that will be negotiated based on the hourly rate schedule included in the agreement; and,
WHEREAS, the City of Santa Maria determined that the proposed action is not a project as defined by the California Environmental Quality Act (CEQA ) ( CCR, Title 14, Chapter 3 (CEQA Guidelines), Article 20, Section 15378). In addition, CEQA Guidelines Section 15061 includes the general rule that CEQA applies only to activities which have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment. Any subsequent discretionary projects resulting from this action will be assessed for CEQA applicability.
//
NOW, THEREFORE, IT IS HEREBY RESOLVED by the City Council of the City of Santa Maria, California, as follows:
SECTION 1. A Professional Services Agreement for Geotechnical Engineering and Materials Testing Services is awarded to EnGeo, for a term ending on June 30, 2026, at 11:59 pm, with an annual fee not to exceed $300,000; and
SECTION 2. The City Manager, or designee , is authorized to execute the Professional Services Agreement upon receipt of information required by the Request for Proposal; and
SECTION 3. The Chief Deputy City Clerk is hereby authorized to make minor changes herein to address clerical errors, so long as substantial conformance of the intent of this document is maintained. In doing so, the Chief Deputy City Clerk shall consult with the City Manager and City Attorney con cerning any changes deemed necessary.
PASSED AND ADOPTED at a regular meeting of the City Council of the City of Santa Maria held this 16th day of September 2025.
ATTEST:
Chief Deputy City Clerk
Mayor
APPROVED AS TO FORM:
_______________________________
City Attorney
APPROVED AS TO CONTENT:
_______________________________
Department Director
_______________________________
City Manager
Attachment D
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL
OF THECITY OF SANTA MARIA, CALIFORNIA
AWARDING A PROFESSIONAL SERVICES AGREEMENT
TO KRAZAN AND ASSOCIATES FOR ON-CALL
GEOTECHNICAL ENGINEERING AND MATERIALS TESTING
SERVICES IN THE AMOUNT OF $300,000
WHEREAS, the need exists for the City to obtain prompt professional Geotechnical Engineering and Materials Testing to support municipal improvement projects; and
WHEREAS, on March 13, 2025, the City issued a Request for Proposal (RFP) for on-call Geotechnical Engineering and Materials Testing Professional Services for projects within the City and notified firms that specialize in this work, including those firms who had expressed interest, as well as those who had previously completed work for the City; and
WHEREAS, on April 14, 2025, the City received four proposals from firms that perform this work; and,
WHEREAS, staff formed a selection committee to independently review and score each firm’s proposal based on specific criteria in the RFP; and,
WHEREAS, following deliberations, the selection committee determined that Krazan and Associates satisfied the requirements of the RFP and was deemed a qualified firm to provide the needed On-Call Geotechnical Engineering and Materials Testing services; and,
WHEREAS, the firm will provide services on an on-call, as-needed, project-specific basis as defined by the City, and all task orders will have a defined scope, schedule, and fee arrangement that will be negotiated based on the hourly rate schedule included in the agreement; and,
WHEREAS, the City of Santa Maria determined that the proposed action is not a project as defined by the California Environmental Quality Act (CEQA ) ( CCR, Title 14, Chapter 3 (CEQA Guidelines), Article 20, Section 15378). In addition, CEQA Guidelines Section 15061 includes the general rule that CEQA applies only to activities which have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment. Any subsequent discretionary projects resulting from this action will be assessed for CEQA applicability.
//
NOW, THEREFORE, IT IS HEREBY RESOLVED by the City Council of the City of Santa Maria, California, as follows:
SECTION 1. A Professional Services Agreement for Geotechnical Engineering and Materials Testing Services is awarded to Krazan and Associates, for a term ending on June 30, 2026, at 11:59 pm, with an annual fee not to exceed $300,000; and
SECTION 2. The City Manager, or designee , is authorized to execute the Professional Services Agreement upon receipt of information required by the Request for Proposal; and
SECTION 3. The Chief Deputy City Clerk is hereby authorized to make minor changes herein to address clerical errors, so long as substantial conformance of the intent of this document is maintained. In doing so, the Chief Deputy City Clerk shall consult with the Cit y Manager and City Attorney concerning any changes deemed necessary.
PASSED AND ADOPTED at a regular meeting of the City Council of the City of Santa Maria held this 16th day of September 2025.
ATTEST:
Chief Deputy City Clerk
Mayor
APPROVED AS TO FORM:
_______________________________
City Attorney
APPROVED AS TO CONTENT:
_______________________________
Department Director
_______________________________
City Manager
Attachment E
1 Atty. Rev. 2021
AGREEMENT FOR PROFESSIONAL SERVICES
ON-CALL GEOTECHNICAL ENGINEERING AND MATERIALS TESTING SERVICES
This Agreement is made on September 16, 2025, by and between Achievement Engineering Corp., a California Corporation (“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 determined it is in the public interest to proceed with the work hereinafter described as "Project"; and
WHEREAS, City has determined the Project involves the performance of engineering services of a temporary nature; and
WHEREAS, City does not have available employees to perform the services for the Project; and
WHEREAS, City has requested the Contractor to provide manpower to complete the Project; and
WHEREAS, Contractor is registered or licensed in California to perform construction 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 contract is until 11:59 p.m. on June 30, 2026, beginning on the date first written above. This contract may be extended by mutual consent of the parties. This contract 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 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 On-Call Traffic Engineering services. 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 Contractor in the performance of the contract 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.” Attachment E
2 Atty. Rev. 2021
2.06. Exhibits. Exhibits “A,” “B,” “C” and “D” are attached and incorporated.
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 extra-contractual services does not interfere with or present a conflict with 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 the City.
Contractor's assigned personnel shall not be entitled to any benefits payable to employees of the City. The City is not required to make any deductions o r 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, the 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 resolution) regardless of nature or type that arise out of, pertain to, or relate to the negligence, reckless, or willful misconduct of the Contractor including its agents, subcontractors and employees. The provisions of this paragraph survive completion of the se rvices or the termination of this contract. The provisions of this Section are not limited by the provisions of the Section relating to insurance.
3.05. Use of Subcontractors. CONTRACTOR may subcontract with third party providers that were listed in CON TRACTOR’s Response to Request for Proposals and whose rate sheets have been included in this Agreement.
Subcontractors shall be billed at the rates listed in Exhibit B. CONTRACTOR is fully responsible for the actions and omissions of any subcontractor.
CONTRACTOR must ensure subcontractor adherence to the same quality standards and assurances required of CONTACTOR. CONTACTOR shall ensure that this Agreement is incorporated by reference into any Agreement Attachment E
3 Atty. Rev. 2021
with a subcontractor and that subcontractor complies with the insurance requirements of EXHIBIT C.
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 the CITY and a representative of CONTRACTOR, listed below. All notices shall be addressed as follows unless a written change is filed with the City:
To City:
David Beas, P.E.
Senior Civil Engineer
110 East Cook Street
Santa Maria, CA 93454
To Contractor:
Achievement Engineering Corp.
Attn: Josh Fournier
1145 S Third Street,
San Jose, CA 95112
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 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 Attachment E
4 Atty. Rev. 2021
of this agreement is held inval id 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 other 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. 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 determinati on 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. Contractor shall follow the prevailing wage requirements in Exhibit D where work qualifies for prevailing wage.
IN WITNESS WHEREOF, this agreement is executed by the parties on the date first written above.
ACHIEVEMENT ENGINEERING
CORP., a California Corporation
CITY OF SANTA MARIA, a Municipal
Corporation
___________________________
By: Arash Firouzjaei
President
___________________________
Brett Fulgoni
Public Works Director
ATTEST:
___________________________
Donna G. Schwartz, CMC
Chief Deputy City Clerk
APPROVED AS TO FORM:
______________________
City Attorney
______________________
Risk Manager
Attachment E
Atty. Rev. 2021
EXHIBIT “A”
SCOPE OF WORK
TYPICAL SERVICES REQUIRED
The required services and abilities required to successfully perform geotechnical engineering and testing services on the project types listed above include but are not limited to:
• Constructability Review and Plan Check
• Understanding and application of standard details and specifications from:
o City of Santa Maria
o Caltrans
o Greenbook
o APWA
o AWWA
o County of Santa Barbara
• Knowledge and understanding of the use of and requirements of federal documentation for design associated with federally-funded construction projects. • Best Management Practices
• Ability to work with utilities, special districts, and public agencies in and adjacent to the City of Santa Maria.
• Understanding of environmental regulations relevant to construction activities. • Consultant is responsible for keeping City regularly informed with regard to issues related to cost, schedule, contract or legal issues among others. • Consultant and its sub-consultants shall pay employees the applicable prevailing wages as determined by California Department of Industrial Relations and Federal, State, and local laws.
The Consultant will be expected to provide written reports, technical memorandums, calculations, and other documentation as necessary, and provide engineering and field support during construction activities. The Consultant shall provide geotechnical engineering support services including, but not limited to the following:
• Geotechnical engineering investigations
• Geotechnical feasibility studies
• Failure investigations of foundations, retaining walls, slopes, and pavement • Engineering analysis of settlement-reduction methods
• Geologic evaluations, slope stability studies, and fault location studies • Development of criteria for earth retention structures • Groundwater monitoring and sampling
• Laboratory analysis of soil and groundwater samples
• Monitoring well installation and development
• Geophysical exploration
• Liquefaction and seismicity studies
Attachment E
Atty. Rev. 2021
• Seismic refraction/rippability studies
• Document and drawing review
• Field inspections and data collection
• Cost estimating
• Meeting attendance
• Design calculations and/or calculation review
• Design drawings or details
• Design requirements or recommendations
• Coordination with other consultants
The field and laboratory data will be expected to be reviewed by a Registered Geotechnical Engineer, and evaluated with respect to development of geotechnical criteria for site preparation, grading, utility trenches, foundations, slabs-on-grade and exterior pedestrian flatwork, retaining walls, pavement sections, drainage around improvements, and observation and testing. The following items will be addressed:
• Soil and groundwater conditions encountered
• Preparation of the building area prior to construction • Grading criteria
• Types and depths of foundations
• Slab-on-grade design criteria
• Maximum allowable bearing capacities
• California Building Code (CBC) seismic criteria for use in foundation design • Liquefaction potential
• Estimated total and differential settlement
• Resistance to lateral loads
• Retaining wall design criteria
• Pavement design criteria
• Drainage around improvements
• Observation and testing
During construction, consultant may be asked to provide construction observation, special inspection, and materials testing. These may include, but limited to the following:
• Geotechnical observation and field testing of soils
• Geotechnical certification of grading
• Geotechnical inspection of deep foundation systems
• Reinforced concrete special inspection
• Post-tensioned concrete special inspection
• Masonry special inspection
• Asphalt concrete placement inspection
• Spray-applied fireproofing special inspection and testing • Shop and field welding special inspection
• Special inspection of high strength bolting and shear studs • Shotcrete special inspection
• Inspection of shot pins and expansion anchors
Attachment E
Atty. Rev. 2021
• Inspection of reflected ceiling bracing and support
• DR-Meter (pachometer) testing of reinforced masonry and concrete • Mobile asphalt laboratory testing
• Welder certification
• Concrete sampling and testing, including slump, air content, casting test • cylinders, and compression testing
• Masonry sampling and testing, including block units, prisms, block shrinkage, • mortar strength, grout strength and cores of completed • Shotcrete sampling and testing, including slump, casting test panels, and • compression testing
• Sampling and testing of reinforcing steel, torque testing, • Bolt tension testing
• Bolt torque testing
• Asphalt, concrete, and grout mix designs and review of contractor submittals
Soil samples will be tested in the laboratory to determine various engineering properties. The following types of tests are anticipated:
• Unit weight and moisture
• Expansion index
• Maximum density vs. optimum moisture
• Angle of internal friction and cohesion
• One dimensional consolidation
• R-value
Attachment E
Atty. Rev. 2021
EXHIBIT “B”
PAYMENT
I. Progress Authorization
This contract is subject to the requirements of Page G -9 of the Purchasing Guidelines for the City of Santa Maria.
Individual task orders will be created under this Master Agreement for the completion of each task and billed according to the attached rate sheet.
During the duration of this Master Agreement the Ci ty will identify individual task, and upon agreed scope of work, schedule, and cost, a Notice to Proceed and Purchase Ordered will be issued for each task not to exceed $75,000 per task as indicated in Section 1.1B.
The aggregate not -to-exceed fee for all tasks provided during the initial term of the Agreement shall be $300,000.
II. Invoice procedure.
A. Payment shall be at the conclusion of the Project based on the billable charges.
B. The Consultant shall present the bill for charges by the second day of the month.
C. The Consultant's bill shall be substantiated by appropriate documentation, and include an itemized listing of personnel, subconsultants, and other direct costs incurred.
III. Maximum billable amounts
Under no circumstance shall the total of all payments to the Consultant exceed ninety percent (90%) of the maximum not-to-exceed cost, prior to acceptance by the City of all items to be completed as noted within Exhibit "A".
Attachment E
Atty. Rev. 2021
Attachment E
Atty. Rev. 2021
Attachment E
Atty. Rev. 2021
Attachment E
Atty. Rev. 2021
EXHIBIT “C”
INSURANCE REQUIREMENTS
Consultant 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 the Consultant, his/her agents, representatives, or employees. If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Consultant.
A. Minimum Scope of Insurance
Coverage shall be at least as broad as:
1. Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001), including products and completed operations, property damage, bodily injury and personal & advertising injury.
2. Insurance Services Office Business Auto Coverage Form Number CA 00 01 covering any auto (Code 1), or if Consultant has no owned autos, covering hired (Code 8) and non-owned autos (Code 9).
3. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance.
4. Errors and Omissions liability insurance appropriate to the Consultant's profession. Architects' and engineers' coverage is to be endorsed to include contractual liability.
5. Cyber Liability Insurance, Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Vendor in this agreement and shall include, but not be limited to, claims involving infringe ment 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 Attachment E
Atty. Rev. 2021
monitoring expenses with limits sufficient to respond to these obligations.
B. Minimum Limits of Insurance
Consultant shall maintain limits no less than:
1. 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.
2. Automobile Liability - $1,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation: Statutory limits.
4. Employer's Liability - $1,000,000 per accident for bodily injury or disease.
5. Errors and Omissions Liability - $1,000,000 per occurrence or claim, $2,000,000 aggregate.
6. Cyber Liability - $2,000,000 per occurrence or claim, $2,000,000 aggregate.
C. Self-insured Retentions
Self-insured retentions must be declared to and approved by the City. The City may require the Consultant 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.
D. Other Insurance Requirements
The liability policies are to contain, or be endorsed to contain, the following provisions:
1. The City, its officers, officials, employees and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed Attachment E
Atty. Rev. 2021
by or on behalf of the Consultant 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 Consultant’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).
2. For any claims related to this p roject, the Consultant's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the 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 the Consultant's insurance and shall not contribute with it.
3. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled or reduced, except with notice stating the title of this contract 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 b y overnight mail, facsimile with confirmation of receipt, or certified mail with return-receipt requested.
4. Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virt ue of the payment of any loss under such insurance. Consultant agrees to obtain any
endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogatio n
endorsement from the insurer.
5. If any of the required policies provide claims-made coverage:
a. The Retroactive Date must be shown, and must be
before the date of the contract or the beginning of
contract work.
b. Insurance must be maintained and evidence of
insurance must be provided for at least five (5) years
after completion of the contract of work.
c. If coverage is canceled or non -renewed, and not
replaced with another claims -made policy form with a
Retroactive Date prior to the contract effective date, the Attachment E
Atty. Rev. 2021
Consultant must purchase “extended reporting”
coverage for a minimum of five (5) years after
completion of work.
E. 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.
F. Verification of Coverage
Consultant shall furnish the City with original certificates and amendatory endorsem ents of the applicable policy language effecting coverage required by this clause. 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 be ginning shall not waive the Consultant’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications at any time.
G. Special Risks or Circumstances
The 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.
Attachment E
Atty. Rev. 2021
EXHIBIT “D”
PREVAILING WAGE REQUIREMENTS FOR MAINTENANCE WORK, DESIGN AND
PRECONSTRUCTION PHASES OF CONSTRUCTION, AND INSTALLATIONS
The terms of this Agreement apply to all public works projects for over $1,000.
For purposes of this Exhibit, “Public Works” includes any project of a type defined in California Labor Code section 1720 when paid for in whole or in part by public funds. These projects include: construction, alteration, demolition, installation, or repair work done under contract. For purposes of this definition, "construction" includes work performed during the design, site assessment, feasibility study, and other preconstruction phases of construction, including, but not limited to, inspection and land surveying work, regardless of whether any further construction work is conducted, and work performed during the postconstruction phases of construction, including, but not limited to, all cleanup work at the jobsite. For purposes of this definition, "installation" includes, but is not limited to, the assembly and disassembly of freestanding and affixed modular office systems.
Pursuant to California Labor Code sections 1720 and 1771, construction, alteration, demolition, installation, repair and maintenance work performed under this Agreement is subject to State prevailing wage laws. State prevailing wage laws require certain provisions be included in all contracts for public works. The Contractor and any subcontractors shall comply with all applicable State prevailing wage laws, whether included in this agreement or inadvertently omitted, including but not limited to the requirements listed below:
1. Compliance with Prevailing Wage Requirements. Pursuant to California Labor Code sections 1720 through 1861, the Contractor and all subcontractors shall ensure that all workers who perform work under this Agreement are paid not less than the prevailing rate of per diem wages as determined by the Director of the California Department of Industrial Relations (DIR). This includes work performed during the design, site assessment, feasibility study, and other preconstruction phases of construction, including but not limited to inspection and land surveying work, regardless of whether any further construction work is conducted, and work performed during the post-construction phases of construction, including but not limited to all cleanup work at the jobsite.
1.1. Copies of such prevailing rate of per diem wages are on file at the City Public Works Department and are available for inspection to any interested party on request. Copies of the prevailing rate of per diem wages also may be found at http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm. The Contractor and all subcontractors shall post a copy of the prevailing rate of per diem wages determination at each job site and shall make them available to any interested party upon request.
1.2. The wage rates determined by the DIR refer to expiration dates. If the published wage rate does not refer to a predetermined wage rate to be paid after the expiration date, then the published rate of wage shall be in effect for the life of this Agreement. If the published wage rate refers to a predetermined wage rate to become effective upon expiration of the Attachment E
Atty. Rev. 2021
published wage rate and the predetermined wage rate is on file with the DIR, such predetermined wage rate shall become effective on the date following the expiration date and shall apply to this Agreement in the same manner as if it had been published in said publication. If the predetermined wage rate refers to one or more additional expiration dates with additional predetermined wage rates, which expiration dates occur during the life of this Agreement, each successive predetermined wage rate shall apply to this Agreement on the date following the expiration date of the previous wage rate. If the last of such predetermined wage rates expires during the life of this Agreement, such wage rate shall apply to the balance of the Agreement.
2. Penalties for Violations. The Contractor and all subcontractors shall comply with California Labor Code section 1775 in the event a worker is paid less than the prevailing wage rate for the work or craft in which the worker is employed. This shall be in addition to any other applicable penalties allowed under California Labor Code sections 1720 through 1861. k
3. Payroll Records. The Contractor and all subcontractors shall comply with California Labor Code section 1776, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. The Contractor shall require all subcontractors to also comply with section 1776. The Contractor and all subcontractors shall furnish records specified in section 1776 on a monthly basis, both to the City and directly to the Labor Commissioner in the manner required by California Labor Code section 1771.4. The Contractor shall ensure its subcontractors prepare and submit payroll records to the City and the DIR as required by this section. The City may require the Contractor and its subcontractors to prepare and submit records specified in section 1776 to the City and the Labor Commissioner on a weekly basis, at no additional cost to the City.
4. Apprentices. The Contractor and all subcontractors shall comply with California Labor Code sections 1777.5, 1777.6 and 1777.7 concerning the employment and wages of apprentices. The Contractor is responsible for compliance with this section for all apprenticeable occupations pursuant to California Labor Code section 1777.5(n).
5. Working Hours. The Contractor and all subcontractors shall comply with California Labor Code sections 1810 through 1815, including but not limited to: (i) restrict working hours on public works contracts to eight hours a day and forty hours a week, unless all hours worked in excess of 8 hours per day are compensated at not less than 1½ times the basic rate of pay; and (ii) specify penalties to be imposed on contractors and subcontractors of $25 per worker per day for each day the worker works more than 8 hours per day and 40 hours per week in violation of California Labor Code sections 1810 through 1815.
6. Required Provisions for Subcontracts. The Contractor shall include, at a minimum, a copy of the following provisions in any contract they enter into with a subcontractor:
California Labor Code sections 1771, 1771.1, 1775, 1776, 1777.5, 1810, 1813, 1815, 1860 and 1861.
7. Labor Code Section 1861 Certification. In accordance with California Labor Code section 3700, the Contractor is required to secure the payment of compensation of its Attachment E
Atty. Rev. 2021
employees. By signing the Agreement, to which this is an exhibit, the Contractor certifies that:
“I am aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this Agreement.”
8. Compliance Monitoring and Enforcement. This project is subject to compliance monitoring and enforcement by the DIR. The City must withhold contract payments from the Contractor as directed by the DIR, pursuant to California Labor Code section 1727.
9. Contractor and Subcontractor Registration Requirements. The Contractor and all subcontractors shall not engage in the performance of any contract for public work, unless currently registered and qualified to perform public work pursuant to California Labor Code section 1725.5 Contractor certifies that the Contractor has verified that all Contractor and all subcontractors (if any approved by City) used on this project are registered with the DIR in compliance with California Labor Code sections 1771.1 and 1725.5. The Contractor shall provide proof of registration for themselves and all listed subcontractors to the City at the time of signature of contract and immediately upon any changes or City’s request.
10. Stop Order. Where a contractor or subcontractor engages in the performance of any public work contract without having been registered in violation of California Labor Code sections 1725.5 or 1771.1, the Labor Commissioner must issue and serve a stop order prohibiting the use of the unregistered contractor or subcontractor on ALL public works until the unregistered contractor or subcontractor is registered. Failure to observe a stop order is a misdemeanor.
Attachment F
1 Atty. Rev. 2021
AGREEMENT FOR PROFESSIONAL SERVICES
ON-CALL GEOTECHNICAL ENGINEERING AND MATERIALS TESTING SERVICES
This Agreement is made on September 16, 2025, by and between Earth Systems Pacific, a California Corporation (“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 determined it is in the public interest to proceed with the work hereinafter described as "Project"; and
WHEREAS, City has determined the Project involves the performance of engineering services of a temporary nature; and
WHEREAS, City does not have available employees to perform the services for the Project; and
WHEREAS, City has requested the Contractor to provide manpower to complete the Project; and
WHEREAS, Contractor is registered or licensed in California to perform construction 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 contract is until 11:59 p.m. on June 30, 2026, beginning on the date first written above. This contract may be extended by mutual consent of the parties. This contract 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 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 On-Call Traffic Engineering services. 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 Contractor in the performance of the contract 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.” Attachment F
2 Atty. Rev. 2021
2.06. Exhibits. Exhibits “A,” “B,” “C” and “D” are attached and incorporated.
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 extra-contractual services does not interfere with or present a conflict with 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 relati onship exists between Contractor and the City.
Contractor's assigned personnel shall not be entitled to any benefits payable to employees of the City. The City is not required to make any deductions or withholdings from the compensation payable to Contrac tor 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, the 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 judgm ents, associated investigation and administrative expenses, and defense costs, including but not limited to reasonable attorneys’ fees, court costs and costs of alternative dispute resolution) regardless of nature or type that arise out of, pertain to, or relate to the negligence, reckless, or willful misconduct of the Contractor including its agents, subcontractors and 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.
3.05. Use of Subcontractors. CONTRACTOR may subcontract with third party providers that were listed in CONTRACTOR’s Response to Request for Proposals and whose rate sheets h ave been included in this Agreement.
Subcontractors shall be billed at the rates listed in Exhibit B. CONTRACTOR is fully responsible for the actions and omissions of any subcontractor.
CONTRACTOR must ensure subcontractor adherence to the same quality standards and assurances required of CONTACTOR. CONTACTOR shall ensure that this Agreement is incorporated by reference into any Agreement Attachment F
3 Atty. Rev. 2021
with a subcontractor and that subcontractor complies with the insurance requirements of EXHIBIT C.
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 the CITY and a representative of CONTRACTOR, listed below. All notices shall be addressed as follows unless a written change is filed with the City:
To City:
David Beas, P.E.
Senior Civil Engineer
110 East Cook Street
Santa Maria, CA 93454
To Contractor:
Earth Systems Pacific
Attn: Robert Down, PE
2049 Preisker Lane, Suite E
Santa Maria, CA 93454
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 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 Attachment F
4 Atty. Rev. 2021
of this agreement is held invalid by a court of competent jurisdiction, the remainder of the agreem ent 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 other 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. 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 determinati on 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. Contractor shall follow the prevailing wage requirements in Exhibit D where work qualifies for prevailing wage.
IN WITNESS WHEREOF, this agreement is executed by the parties on the date first written above.
EARTH SYSTEMS PACIFIC, a
California Corporation
CITY OF SANTA MARIA, a Municipal
Corporation
___________________________
By: Robert Down, PE
Senior Vice President
___________________________
Brett Fulgoni
Public Works Director
ATTEST:
___________________________
Donna G. Schwartz, CMC
Chief Deputy City Clerk
APPROVED AS TO FORM:
______________________
City Attorney
______________________
Risk Manager
Attachment F
Atty. Rev. 2021
EXHIBIT “A”
SCOPE OF WORK
TYPICAL SERVICES REQUIRED
The required services and abilities required to successfully perform geotechnical engineering and testing services on the project types listed above include but are not limited to:
• Constructability Review and Plan Check
• Understanding and application of standard details and specifications from:
o City of Santa Maria
o Caltrans
o Greenbook
o APWA
o AWWA
o County of Santa Barbara
• Knowledge and understanding of the use of and requirements of federal documentation for design associated with federally-funded construction projects. • Best Management Practices
• Ability to work with utilities, special districts, and public agencies in and adjacent to the City of Santa Maria.
• Understanding of environmental regulations relevant to construction activities. • Consultant is responsible for keeping City regularly informed with regard to issues related to cost, schedule, contract or legal issues among others. • Consultant and its sub-consultants shall pay employees the applicable prevailing wages as determined by California Department of Industrial Relations and Federal, State, and local laws.
The Consultant will be expected to provide written reports, technical memorandums, calculations, and other documentation as necessary, and provide engineering and field support during construction activities. The Consultant shall provide geotechnical engineering support services including, but not limited to the following:
• Geotechnical engineering investigations
• Geotechnical feasibility studies
• Failure investigations of foundations, retaining walls, slopes, and pavement • Engineering analysis of settlement-reduction methods
• Geologic evaluations, slope stability studies, and fault location studies • Development of criteria for earth retention structures • Groundwater monitoring and sampling
• Laboratory analysis of soil and groundwater samples
• Monitoring well installation and development
• Geophysical exploration
• Liquefaction and seismicity studies
Attachment F
Atty. Rev. 2021
• Seismic refraction/rippability studies
• Document and drawing review
• Field inspections and data collection
• Cost estimating
• Meeting attendance
• Design calculations and/or calculation review
• Design drawings or details
• Design requirements or recommendations
• Coordination with other consultants
The field and laboratory data will be expected to be reviewed by a Registered Geotechnical Engineer, and evaluated with respect to development of geotechnical criteria for site preparation, grading, utility trenches, foundations, slabs-on-grade and exterior pedestrian flatwork, retaining walls, pavement sections, drainage around improvements, and observation and testing. The following items will be addressed:
• Soil and groundwater conditions encountered
• Preparation of the building area prior to construction • Grading criteria
• Types and depths of foundations
• Slab-on-grade design criteria
• Maximum allowable bearing capacities
• California Building Code (CBC) seismic criteria for use in foundation design • Liquefaction potential
• Estimated total and differential settlement
• Resistance to lateral loads
• Retaining wall design criteria
• Pavement design criteria
• Drainage around improvements
• Observation and testing
During construction, consultant may be asked to provide construction observation, special inspection, and materials testing. These may include, but limited to the following:
• Geotechnical observation and field testing of soils
• Geotechnical certification of grading
• Geotechnical inspection of deep foundation systems
• Reinforced concrete special inspection
• Post-tensioned concrete special inspection
• Masonry special inspection
• Asphalt concrete placement inspection
• Spray-applied fireproofing special inspection and testing • Shop and field welding special inspection
• Special inspection of high strength bolting and shear studs • Shotcrete special inspection
• Inspection of shot pins and expansion anchors
Attachment F
Atty. Rev. 2021
• Inspection of reflected ceiling bracing and support
• DR-Meter (pachometer) testing of reinforced masonry and concrete • Mobile asphalt laboratory testing
• Welder certification
• Concrete sampling and testing, including slump, air content, casting test • cylinders, and compression testing
• Masonry sampling and testing, including block units, prisms, block shrinkage, • mortar strength, grout strength and cores of completed • Shotcrete sampling and testing, including slump, casting test panels, and • compression testing
• Sampling and testing of reinforcing steel, torque testing, • Bolt tension testing
• Bolt torque testing
• Asphalt, concrete, and grout mix designs and review of contractor submittals
Soil samples will be tested in the laboratory to determine various engineering properties. The following types of tests are anticipated:
• Unit weight and moisture
• Expansion index
• Maximum density vs. optimum moisture
• Angle of internal friction and cohesion
• One dimensional consolidation
• R-value
Attachment F
Atty. Rev. 2021
EXHIBIT “B”
PAYMENT
I. Progress Authorization
This contract is subject to the requirements of Page G -9 of the Purchasing Guidelines for the City of Santa Maria.
Individual task orders will be created under this Master Agreement for the completion of each task and billed according to the attached rate sheet.
During the duration of this Master Agreement the Ci ty will identify individual task, and upon agreed scope of work, schedule, and cost, a Notice to Proceed and Purchase Ordered will be issued for each task not to exceed $75,000 per task as indicated in Section 1.1B.
The aggregate not -to-exceed fee for all tasks provided during the initial term of the Agreement shall be $300,000.
II. Invoice procedure.
A. Payment shall be at the conclusion of the Project based on the billable charges.
B. The Consultant shall present the bill for charges by the second day of the month.
C. The Consultant's bill shall be substantiated by appropriate documentation, and include an itemized listing of personnel, subconsultants, and other direct costs incurred.
III. Maximum billable amounts
Under no circumstance shall the total of all payments to the Consultant exceed ninety percent (90%) of the maximum not-to-exceed cost, prior to acceptance by the City of all items to be completed as noted within Exhibit "A".
Attachment F
Atty. Rev. 2021
Attachment F
Atty. Rev. 2021
Attachment F
Atty. Rev. 2021
Attachment F
Atty. Rev. 2021
Attachment F
Atty. Rev. 2021
Attachment F
Atty. Rev. 2021
Attachment F
Atty. Rev. 2021
Attachment F
Atty. Rev. 2021
EXHIBIT “C”
INSURANCE REQUIREMENTS
Consultant 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 the Consultant, his/her agents, representatives, or employees. If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Consultant.
A. Minimum Scope of Insurance
Coverage shall be at least as broad as:
1. Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001), including products and completed operations, property damage, bodily injury and personal & advertising injury.
2. Insurance Services Office Business Auto Coverage Form Number CA 00 01 covering any auto (Code 1), or if Consultant has no owned autos, covering hired (Code 8) and non-owned autos (Code 9).
3. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance.
4. Errors and Omissions liability insurance appropriate to the Consultant's profession. Architects' and engineers' coverage is to be endorsed to include contractual liability.
5. Cyber Liability Insurance, Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Vendor in this agreement and shall include, but not be limited to, claims involving infringe ment 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 Attachment F
Atty. Rev. 2021
monitoring expenses with limits sufficient to respond to these obligations.
B. Minimum Limits of Insurance
Consultant shall maintain limits no less than:
1. 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.
2. Automobile Liability - $1,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation: Statutory limits.
4. Employer's Liability - $1,000,000 per accident for bodily injury or disease.
5. Errors and Omissions Liability - $1,000,000 per occurrence or claim, $2,000,000 aggregate.
6. Cyber Liability - $2,000,000 per occurrence or claim, $2,000,000 aggregate.
C. Self-insured Retentions
Self-insured retentions must be declared to and approved by the City. The City may require the Consultant 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.
D. Other Insurance Requirements
The liability policies are to contain, or be endorsed to contain, the following provisions:
1. The City, its officers, officials, employees and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed Attachment F
Atty. Rev. 2021
by or on behalf of the Consultant 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 Consultant’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).
2. For any claims related to this p roject, the Consultant's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the 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 the Consultant's insurance and shall not contribute with it.
3. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled or reduced, except with notice stating the title of this contract 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 b y overnight mail, facsimile with confirmation of receipt, or certified mail with return-receipt requested.
4. Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virt ue of the payment of any loss under such insurance. Consultant agrees to obtain any
endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogatio n
endorsement from the insurer.
5. If any of the required policies provide claims-made coverage:
a. The Retroactive Date must be shown, and must be
before the date of the contract or the beginning of
contract work.
b. Insurance must be maintained and evidence of
insurance must be provided for at least five (5) years
after completion of the contract of work.
c. If coverage is canceled or non -renewed, and not
replaced with another claims -made policy form with a
Retroactive Date prior to the contract effective date, the Attachment F
Atty. Rev. 2021
Consultant must purchase “extended reporting”
coverage for a minimum of five (5) years after
completion of work.
E. 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.
F. Verification of Coverage
Consultant shall furnish the City with original certificates and amendatory endorsem ents of the applicable policy language effecting coverage required by this clause. 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 be ginning shall not waive the Consultant’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications at any time.
G. Special Risks or Circumstances
The 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.
Attachment F
Atty. Rev. 2021
EXHIBIT “D”
PREVAILING WAGE REQUIREMENTS FOR MAINTENANCE WORK, DESIGN AND
PRECONSTRUCTION PHASES OF CONSTRUCTION, AND INSTALLATIONS
The terms of this Agreement apply to all public works projects for over $1,000.
For purposes of this Exhibit, “Public Works” includes any project of a type defined in California Labor Code section 1720 when paid for in whole or in part by public funds. These projects include: construction, alteration, demolition, installation, or repair work done under contract. For purposes of this definition, "construction" includes work performed during the design, site assessment, feasibility study, and other preconstruction phases of construction, including, but not limited to, inspection and land surveying work, regardless of whether any further construction work is conducted, and work performed during the postconstruction phases of construction, including, but not limited to, all cleanup work at the jobsite. For purposes of this definition, "installation" includes, but is not limited to, the assembly and disassembly of freestanding and affixed modular office systems.
Pursuant to California Labor Code sections 1720 and 1771, construction, alteration, demolition, installation, repair and maintenance work performed under this Agreement is subject to State prevailing wage laws. State prevailing wage laws require certain provisions be included in all contracts for public works. The Contractor and any subcontractors shall comply with all applicable State prevailing wage laws, whether included in this agreement or inadvertently omitted, including but not limited to the requirements listed below:
1. Compliance with Prevailing Wage Requirements. Pursuant to California Labor Code sections 1720 through 1861, the Contractor and all subcontractors shall ensure that all workers who perform work under this Agreement are paid not less than the prevailing rate of per diem wages as determined by the Director of the California Department of Industrial Relations (DIR). This includes work performed during the design, site assessment, feasibility study, and other preconstruction phases of construction, including but not limited to inspection and land surveying work, regardless of whether any further construction work is conducted, and work performed during the post-construction phases of construction, including but not limited to all cleanup work at the jobsite.
1.1. Copies of such prevailing rate of per diem wages are on file at the City Public Works Department and are available for inspection to any interested party on request. Copies of the prevailing rate of per diem wages also may be found at http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm. The Contractor and all subcontractors shall post a copy of the prevailing rate of per diem wages determination at each job site and shall make them available to any interested party upon request.
1.2. The wage rates determined by the DIR refer to expiration dates. If the published wage rate does not refer to a predetermined wage rate to be paid after the expiration date, then the published rate of wage shall be in effect for the life of this Agreement. If the published wage rate refers to a predetermined wage rate to become effective upon expiration of the Attachment F
Atty. Rev. 2021
published wage rate and the predetermined wage rate is on file with the DIR, such predetermined wage rate shall become effective on the date following the expiration date and shall apply to this Agreement in the same manner as if it had been published in said publication. If the predetermined wage rate refers to one or more additional expiration dates with additional predetermined wage rates, which expiration dates occur during the life of this Agreement, each successive predetermined wage rate shall apply to this Agreement on the date following the expiration date of the previous wage rate. If the last of such predetermined wage rates expires during the life of this Agreement, such wage rate shall apply to the balance of the Agreement.
2. Penalties for Violations. The Contractor and all subcontractors shall comply with California Labor Code section 1775 in the event a worker is paid less than the prevailing wage rate for the work or craft in which the worker is employed. This shall be in addition to any other applicable penalties allowed under California Labor Code sections 1720 through 1861. k
3. Payroll Records. The Contractor and all subcontractors shall comply with California Labor Code section 1776, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. The Contractor shall require all subcontractors to also comply with section 1776. The Contractor and all subcontractors shall furnish records specified in section 1776 on a monthly basis, both to the City and directly to the Labor Commissioner in the manner required by California Labor Code section 1771.4. The Contractor shall ensure its subcontractors prepare and submit payroll records to the City and the DIR as required by this section. The City may require the Contractor and its subcontractors to prepare and submit records specified in section 1776 to the City and the Labor Commissioner on a weekly basis, at no additional cost to the City.
4. Apprentices. The Contractor and all subcontractors shall comply with California Labor Code sections 1777.5, 1777.6 and 1777.7 concerning the employment and wages of apprentices. The Contractor is responsible for compliance with this section for all apprenticeable occupations pursuant to California Labor Code section 1777.5(n).
5. Working Hours. The Contractor and all subcontractors shall comply with California Labor Code sections 1810 through 1815, including but not limited to: (i) restrict working hours on public works contracts to eight hours a day and forty hours a week, unless all hours worked in excess of 8 hours per day are compensated at not less than 1½ times the basic rate of pay; and (ii) specify penalties to be imposed on contractors and subcontractors of $25 per worker per day for each day the worker works more than 8 hours per day and 40 hours per week in violation of California Labor Code sections 1810 through 1815.
6. Required Provisions for Subcontracts. The Contractor shall include, at a minimum, a copy of the following provisions in any contract they enter into with a subcontractor:
California Labor Code sections 1771, 1771.1, 1775, 1776, 1777.5, 1810, 1813, 1815, 1860 and 1861.
7. Labor Code Section 1861 Certification. In accordance with California Labor Code section 3700, the Contractor is required to secure the payment of compensation of its Attachment F
Atty. Rev. 2021
employees. By signing the Agreement, to which this is an exhibit, the Contractor certifies that:
“I am aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this Agreement.”
8. Compliance Monitoring and Enforcement. This project is subject to compliance monitoring and enforcement by the DIR. The City must withhold contract payments from the Contractor as directed by the DIR, pursuant to California Labor Code section 1727.
9. Contractor and Subcontractor Registration Requirements. The Contractor and all subcontractors shall not engage in the performance of any contract for public work, unless currently registered and qualified to perform public work pursuant to California Labor Code section 1725.5 Contractor certifies that the Contractor has verified that all Contractor and all subcontractors (if any approved by City) used on this project are registered with the DIR in compliance with California Labor Code sections 1771.1 and 1725.5. The Contractor shall provide proof of registration for themselves and all listed subcontractors to the City at the time of signature of contract and immediately upon any changes or City’s request.
10. Stop Order. Where a contractor or subcontractor engages in the performance of any public work contract without having been registered in violation of California Labor Code sections 1725.5 or 1771.1, the Labor Commissioner must issue and serve a stop order prohibiting the use of the unregistered contractor or subcontractor on ALL public works until the unregistered contractor or subcontractor is registered. Failure to observe a stop order is a misdemeanor.
Attachment G
1 Atty. Rev. 2021
AGREEMENT FOR PROFESSIONAL SERVICES
ON-CALL GEOTECHNICAL ENGINEERING AND MATERIALS TESTING SERVICES
This Agreement is made on September 16, 202 5, by and between EnGeo, a California Corporation (“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 determined it is in the public interest to proceed with the work hereinafter described as "Project"; and
WHEREAS, City has determined the Project involves the performance of engineering services of a temporary nature; and
WHEREAS, City does not have available employees to perform the services for the Project; and
WHEREAS, City has requested the Contractor to provide manpower to complete the Project; and
WHEREAS, Contractor is registered or licensed in California to perform construction 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 contract is until 11:59 p.m. on June 30, 2026, beginning on the date first written above. This contract may be extended by mutual consent of the parties. This contract 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 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 On-Call Traffic Engineering services. 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 Contractor in the performance of the contract 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.” Attachment G
2 Atty. Rev. 2021
2.06. Exhibits. Exhibits “A,” “B,” “C” and “D” are attached and incorporated.
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 extra-contractual services does not interfere with or present a conflict with 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 relati onship exists between Contractor and the City.
Contractor's assigned personnel shall not be entitled to any benefits payable to employees of the City. The City is not required to make any deductions or withholdings from the compensation payable to Contrac tor 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, the 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 judgm ents, associated investigation and administrative expenses, and defense costs, including but not limited to reasonable attorneys’ fees, court costs and costs of alternative dispute resolution) regardless of nature or type that arise out of, pertain to, or relate to the negligence, reckless, or willful misconduct of the Contractor including its agents, subcontractors and 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.
3.05. Use of Subcontractors. CONTRACTOR may subcontract with third party providers that were listed in CONTRACTOR’s Response to Request for Proposals and whose rate sheets h ave been included in this Agreement.
Subcontractors shall be billed at the rates listed in Exhibit B. CONTRACTOR is fully responsible for the actions and omissions of any subcontractor.
CONTRACTOR must ensure subcontractor adherence to the same quality standards and assurances required of CONTACTOR. CONTACTOR shall ensure that this Agreement is incorporated by reference into any Agreement Attachment G
3 Atty. Rev. 2021
with a subcontractor and that subcontractor complies with the insurance requirements of EXHIBIT C.
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 the CITY and a representative of CONTRACTOR, listed below. All notices shall be addressed as follows unless a written change is filed with the City:
To City:
David Beas, P.E.
Senior Civil Engineer
110 East Cook Street
Santa Maria, CA 93454
To Contractor:
EnGeo
Attn: Randy Hildebrant, PE, GE
2646 Santa Maria Way, Suite 107
Santa Maria, CA 93455
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 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 Attachment G
4 Atty. Rev. 2021
of this agreement is held invalid by a court of competent jurisdiction, the remainder of the agreem ent 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 other 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. 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 determinati on 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. Contractor shall follow the prevailing wage requirements in Exhibit D where work qualifies for prevailing wage.
IN WITNESS WHEREOF, this agreement is executed by the parties on the date first written above.
ENGEO, a California Corporation CITY OF SANTA MARIA, a Municipal Corporation
___________________________
By: Josef J. Tootle, PE, GE
Principal
___________________________
Brett Fulgoni
Public Works Director
ATTEST:
___________________________
Donna G. Schwartz, CMC
Chief Deputy City Clerk
APPROVED AS TO FORM:
______________________
City Attorney
______________________
Risk Manager
Attachment G
Atty. Rev. 2021
EXHIBIT “A”
SCOPE OF WORK
TYPICAL SERVICES REQUIRED
The required services and abilities required to successfully perform geotechnical engineering and testing services on the project types listed above include but are not limited to:
• Constructability Review and Plan Check
• Understanding and application of standard details and specifications from:
o City of Santa Maria
o Caltrans
o Greenbook
o APWA
o AWWA
o County of Santa Barbara
• Knowledge and understanding of the use of and requirements of federal documentation for design associated with federally-funded construction projects. • Best Management Practices
• Ability to work with utilities, special districts, and public agencies in and adjacent to the City of Santa Maria.
• Understanding of environmental regulations relevant to construction activities. • Consultant is responsible for keeping City regularly informed with regard to issues related to cost, schedule, contract or legal issues among others. • Consultant and its sub-consultants shall pay employees the applicable prevailing wages as determined by California Department of Industrial Relations and Federal, State, and local laws.
The Consultant will be expected to provide written reports, technical memorandums, calculations, and other documentation as necessary, and provide engineering and field support during construction activities. The Consultant shall provide geotechnical engineering support services including, but not limited to the following:
• Geotechnical engineering investigations
• Geotechnical feasibility studies
• Failure investigations of foundations, retaining walls, slopes, and pavement • Engineering analysis of settlement-reduction methods
• Geologic evaluations, slope stability studies, and fault location studies • Development of criteria for earth retention structures • Groundwater monitoring and sampling
• Laboratory analysis of soil and groundwater samples
• Monitoring well installation and development
• Geophysical exploration
• Liquefaction and seismicity studies
Attachment G
Atty. Rev. 2021
• Seismic refraction/rippability studies
• Document and drawing review
• Field inspections and data collection
• Cost estimating
• Meeting attendance
• Design calculations and/or calculation review
• Design drawings or details
• Design requirements or recommendations
• Coordination with other consultants
The field and laboratory data will be expected to be reviewed by a Registered Geotechnical Engineer, and evaluated with respect to development of geotechnical criteria for site preparation, grading, utility trenches, foundations, slabs-on-grade and exterior pedestrian flatwork, retaining walls, pavement sections, drainage around improvements, and observation and testing. The following items will be addressed:
• Soil and groundwater conditions encountered
• Preparation of the building area prior to construction • Grading criteria
• Types and depths of foundations
• Slab-on-grade design criteria
• Maximum allowable bearing capacities
• California Building Code (CBC) seismic criteria for use in foundation design • Liquefaction potential
• Estimated total and differential settlement
• Resistance to lateral loads
• Retaining wall design criteria
• Pavement design criteria
• Drainage around improvements
• Observation and testing
During construction, consultant may be asked to provide construction observation, special inspection, and materials testing. These may include, but limited to the following:
• Geotechnical observation and field testing of soils
• Geotechnical certification of grading
• Geotechnical inspection of deep foundation systems
• Reinforced concrete special inspection
• Post-tensioned concrete special inspection
• Masonry special inspection
• Asphalt concrete placement inspection
• Spray-applied fireproofing special inspection and testing • Shop and field welding special inspection
• Special inspection of high strength bolting and shear studs • Shotcrete special inspection
• Inspection of shot pins and expansion anchors
Attachment G
Atty. Rev. 2021
• Inspection of reflected ceiling bracing and support
• DR-Meter (pachometer) testing of reinforced masonry and concrete • Mobile asphalt laboratory testing
• Welder certification
• Concrete sampling and testing, including slump, air content, casting test • cylinders, and compression testing
• Masonry sampling and testing, including block units, prisms, block shrinkage, • mortar strength, grout strength and cores of completed • Shotcrete sampling and testing, including slump, casting test panels, and • compression testing
• Sampling and testing of reinforcing steel, torque testing, • Bolt tension testing
• Bolt torque testing
• Asphalt, concrete, and grout mix designs and review of contractor submittals
Soil samples will be tested in the laboratory to determine various engineering properties. The following types of tests are anticipated:
• Unit weight and moisture
• Expansion index
• Maximum density vs. optimum moisture
• Angle of internal friction and cohesion
• One dimensional consolidation
• R-value
Attachment G
Atty. Rev. 2021
EXHIBIT “B”
PAYMENT
I. Progress Authorization
This contract is subject to the requirements of Page G -9 of the Purchasing Guidelines for the City of Santa Maria.
Individual task orders will be created under this Master Agreement for the completion of each task and billed according to the attached rate sheet.
During the duration of this Master Agreement the City will identify individual task, and upon agreed scope of work, schedule, and cost, a Notice to Proceed and Purchase Ordered will be issued for each task not to exceed $75,000 per task as indicated in Section 1.1B.
The aggregate not -to-exceed fee for all tasks provided during the initial term of the Agreement shall be $300,000.
II. Invoice procedure.
A. Payment shall be at the conclusion of the Project based on the billable charges.
B. The Consultant shall present the bill for charges by the second day of the month.
C. The Consultant's bill shall be substantiated by appropriate documentation, and include an itemized listing of personnel, subconsultants, and other direct costs incurred.
III. Maximum billable amounts
Under no circumstance shall the total of all payments to the Consultant exceed ninety percent (90%) of the maximum not-to-exceed cost, prior to acceptance by the City of all items to be completed as noted within Exhibit "A".
Attachment G
Atty. Rev. 2021
Attachment G
Atty. Rev. 2021
Attachment G
Atty. Rev. 2021
Attachment G
Atty. Rev. 2021
Attachment G
Atty. Rev. 2021
Attachment G
Atty. Rev. 2021
Attachment G
Atty. Rev. 2021
EXHIBIT “C”
INSURANCE REQUIREMENTS
Consultant 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 the Consultant, his/her agents, representatives, or employ ees. If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Consultant.
A. Minimum Scope of Insurance
Coverage shall be at least as broad as:
1. Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001), including products and completed operations, property damage, bodily injury and personal & advertising injury.
2. Insurance Services Office Business Auto Coverage Form Number CA 00 01 covering any auto (Code 1), or if Consultant has no owned autos, covering hired (Code 8) and non-owned autos (Code 9).
3. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance.
4. Errors and Omissions liability insurance appropriate to the Consultant's profession. Architects' and engineers' coverage is to be endorsed to include contractual liability.
5. Cyber Liability Insurance, Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Vendor 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 a nd network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit Attachment G
Atty. Rev. 2021
monitoring expenses with limits sufficient to respond to these obligations.
B. Minimum Limits of Insurance
Consultant shall maintain limits no less than:
1. 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.
2. Automobile Liability - $1,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation: Statutory limits.
4. Employer's Liability - $1,000,000 per accident for bodily injury or disease.
5. Errors and Omissions Liability - $1,000,000 per occurrence or claim, $2,000,000 aggregate.
6. Cyber L iability- $2,000,000 per occurrence or claim, $2,000,000 aggregate.
C. Self-insured Retentions
Self-insured retentions must be declared to and approved by the City. The City may require the Consultant 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.
D. Other Insurance Requirements
The liability policies are to contain, or be endorsed to contain, the following provisions:
1. The City, its officers, officials, employees and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed Attachment G
Atty. Rev. 2021
by or on behalf of the Consultant 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 Consultant’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).
2. For any claims related to this project, the Consultant's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the 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 the Consultant's insurance and shall not contribute with it.
3. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled or reduced, except with notice stating the title of this contract 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 A greement. Notice may be given by overnight mail, facsimile with confirmation of receipt, or certified mail with return-receipt requested.
4. Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any
endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation
endorsement from the insurer.
5. If any of the required policies provide claims-made coverage:
a. The Retroactive Date must be shown, and must be
before the date of the contract or the beginning of
contract work.
b. In surance must be maintained and evidence of
insurance must be provided for at least five (5) years
after completion of the contract of work.
c. If coverage is canceled or non -renewed, and not
replaced with another claims -made policy form with a
Retroactive Date prior to the contract effective date, the Attachment G
Atty. Rev. 2021
Consultant must purchase “extended reporting”
coverage for a minimum of five (5) years after
completion of work.
E. 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.
F. Verification of Coverage
Consultant shall furnish the City with original certificates and amendatory endorsem ents of the applicable policy language effecting coverage required by this clause. 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 be ginning shall not waive the Consultant’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications at any time.
G. Special Risks or Circumstances
The 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.
Attachment G
Atty. Rev. 2021
EXHIBIT “D”
PREVAILING WAGE REQUIREMENTS FOR MAINTENANCE WORK, DESIGN AND
PRECONSTRUCTION PHASES OF CONSTRUCTION, AND INSTALLATIONS
The terms of this Agreement apply to all public works projects for over $1,000.
For purposes of this Exhibit, “Public Works” includes any project of a type defined in California Labor Code section 1720 when paid for in whole or in part by public funds. These projects include: construction, alteration, demolition, installation, or repair work done under contract. For purposes of this definition, "construction" includes work performed during the design, site assessment, feasibility study, and other preconstruction phases of construction, including, but not limited to, inspection and land surveying work, regardless of whether any further construction work is conducted, and work performed during the postconstruction phases of construction, including, but not limited to, all cleanup work at the jobsite. For purposes of this definition, "installation" includes, but is not limited to, the assembly and disassembly of freestanding and affixed modular office systems.
Pursuant to California Labor Code sections 1720 and 1771, construction, alteration, demolition, installation, repair and maintenance work performed under this Agreement is subject to State prevailing wage laws. State prevailing wage laws require certain provisions be included in all contracts for public works. The Contractor and any subcontractors shall comply with all applicable State prevailing wage laws, whether included in this agreement or inadvertently omitted, including but not limited to the requirements listed below:
1. Compliance with Prevailing Wage Requirements. Pursuant to California Labor Code sections 1720 through 1861, the Contractor and all subcontractors shall ensure that all workers who perform work under this Agreement are paid not less than the prevailing rate of per diem wages as determined by the Director of the California Department of Industrial Relations (DIR). This includes work performed during the design, site assessment, feasibility study, and other preconstruction phases of construction, including but not limited to inspection and land surveying work, regardless of whether any further construction work is conducted, and work performed during the post-construction phases of construction, including but not limited to all cleanup work at the jobsite.
1.1. Copies of such prevailing rate of per diem wages are on file at the City Public Works Department and are available for inspection to any interested party on request. Copies of the prevailing rate of per diem wages also may be found at http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm. The Contractor and all subcontractors shall post a copy of the prevailing rate of per diem wages determination at each job site and shall make them available to any interested party upon request.
1.2. The wage rates determined by the DIR refer to expiration dates. If the published wage rate does not refer to a predetermined wage rate to be paid after the expiration date, then the published rate of wage shall be in effect for the life of this Agreement. If the published wage rate refers to a predetermined wage rate to become effective upon expiration of the Attachment G
Atty. Rev. 2021
published wage rate and the predetermined wage rate is on file with the DIR, such predetermined wage rate shall become effective on the date following the expiration date and shall apply to this Agreement in the same manner as if it had been published in said publication. If the predetermined wage rate refers to one or more additional expiration dates with additional predetermined wage rates, which expiration dates occur during the life of this Agreement, each successive predetermined wage rate shall apply to this Agreement on the date following the expiration date of the previous wage rate. If the last of such predetermined wage rates expires during the life of this Agreement, such wage rate shall apply to the balance of the Agreement.
2. Penalties for Violations. The Contractor and all subcontractors shall comply with California Labor Code section 1775 in the event a worker is paid less than the prevailing wage rate for the work or craft in which the worker is employed. This shall be in addition to any other applicable penalties allowed under California Labor Code sections 1720 through 1861. k
3. Payroll Records. The Contractor and all subcontractors shall comply with California Labor Code section 1776, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. The Contractor shall require all subcontractors to also comply with section 1776. The Contractor and all subcontractors shall furnish records specified in section 1776 on a monthly basis, both to the City and directly to the Labor Commissioner in the manner required by California Labor Code section 1771.4. The Contractor shall ensure its subcontractors prepare and submit payroll records to the City and the DIR as required by this section. The City may require the Contractor and its subcontractors to prepare and submit records specified in section 1776 to the City and the Labor Commissioner on a weekly basis, at no additional cost to the City.
4. Apprentices. The Contractor and all subcontractors shall comply with California Labor Code sections 1777.5, 1777.6 and 1777.7 concerning the employment and wages of apprentices. The Contractor is responsible for compliance with this section for all apprenticeable occupations pursuant to California Labor Code section 1777.5(n).
5. Working Hours. The Contractor and all subcontractors shall comply with California Labor Code sections 1810 through 1815, including but not limited to: (i) restrict working hours on public works contracts to eight hours a day and forty hours a week, unless all hours worked in excess of 8 hours per day are compensated at not less than 1½ times the basic rate of pay; and (ii) specify penalties to be imposed on contractors and subcontractors of $25 per worker per day for each day the worker works more than 8 hours per day and 40 hours per week in violation of California Labor Code sections 1810 through 1815.
6. Required Provisions for Subcontracts. The Contractor shall include, at a minimum, a copy of the following provisions in any contract they enter into with a subcontractor:
California Labor Code sections 1771, 1771.1, 1775, 1776, 1777.5, 1810, 1813, 1815, 1860 and 1861.
7. Labor Code Section 1861 Certification. In accordance with California Labor Code section 3700, the Contractor is required to secure the payment of compensation of its Attachment G
Atty. Rev. 2021
employees. By signing the Agreement, to which this is an exhibit, the Contractor certifies that:
“I am aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this Agreement.”
8. Compliance Monitoring and Enforcement. This project is subject to compliance monitoring and enforcement by the DIR. The City must withhold contract payments from the Contractor as directed by the DIR, pursuant to California Labor Code section 1727.
9. Contractor and Subcontractor Registration Requirements. The Contractor and all subcontractors shall not engage in the performance of any contract for public work, unless currently registered and qualified to perform public work pursuant to California Labor Code section 1725.5 Contractor certifies that the Contractor has verified that all Contractor and all subcontractors (if any approved by City) used on this project are registered with the DIR in compliance with California Labor Code sections 1771.1 and 1725.5. The Contractor shall provide proof of registration for themselves and all listed subcontractors to the City at the time of signature of contract and immediately upon any changes or City’s request.
10. Stop Order. Where a contractor or subcontractor engages in the performance of any public work contract without having been registered in violation of California Labor Code sections 1725.5 or 1771.1, the Labor Commissioner must issue and serve a stop order prohibiting the use of the unregistered contractor or subcontractor on ALL public works until the unregistered contractor or subcontractor is registered. Failure to observe a stop order is a misdemeanor.
Attachment H
1 Atty. Rev. 2021
AGREEMENT FOR PROFESSIONAL SERVICES
ON-CALL GEOTECHNICAL ENGINEERING AND MATERIALS TESTING SERVICES
This Agreement is made on September 16, 202 5, by and between Krazan and Associates, a California Corporation (“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 determined it is in the public interest to proceed with the work hereinafter described as "Project"; and
WHEREAS, City has determined the Project involves the performance of engineering services of a temporary nature; and
WHEREAS, City does not have available employees to perform the services for the Project; and
WHEREAS, City has requested the Contractor to provide manpower to complete the Project; and
WHEREAS, Contractor is registered or licensed in California to perform construction 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 contract is until 11:59 p.m. on June 30, 2026, beginning on the date first written above. This contract may be extended by mutual consent of the parties. This contract 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 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 On-Call Traffic Engineering services. 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 Contractor in the performance of the contract 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.” Attachment H
2 Atty. Rev. 2021
2.06. Exhibits. Exhibits “A,” “B,” “C” and “D” are attached and incorporated.
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 extra-contractual services does not interfere with or present a conflict with 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 relati onship exists between Contractor and the City.
Contractor's assigned personnel shall not be entitled to any benefits payable to employees of the City. The City is not required to make any deductions or withholdings from the compensation payable to Contrac tor 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, the 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 judgm ents, associated investigation and administrative expenses, and defense costs, including but not limited to reasonable attorneys’ fees, court costs and costs of alternative dispute resolution) regardless of nature or type that arise out of, pertain to, or relate to the negligence, reckless, or willful misconduct of the Contractor including its agents, subcontractors and 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.
3.05. Use of Subcontractors. CONTRACTOR may subcontract with third party providers that were listed in CONTRACTOR’s Response to Request for Proposals and whose rate sheets h ave been included in this Agreement.
Subcontractors shall be billed at the rates listed in Exhibit B. CONTRACTOR is fully responsible for the actions and omissions of any subcontractor.
CONTRACTOR must ensure subcontractor adherence to the same quality standards and assurances required of CONTACTOR. CONTACTOR shall ensure that this Agreement is incorporated by reference into any Agreement Attachment H
3 Atty. Rev. 2021
with a subcontractor and that subcontractor complies with the insurance requirements of EXHIBIT C.
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 the CITY and a representative of CONTRACTOR, listed below. All notices shall be addressed as follows unless a written change is filed with the City:
To City:
David Beas, P.E.
Senior Civil Engineer
110 East Cook Street
Santa Maria, CA 93454
To Contractor:
Krazan and Associates
Attn: Larry Burns
705 Fiero Lane, Suite 10
San Luis Obispo, CA 93401
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 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 Attachment H
4 Atty. Rev. 2021
of this agreement is held invalid by a court of competent jurisdiction, the remainder of the agreem ent 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 other 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. 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 determinati on 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. Contractor shall follow the prevailing wage requirements in Exhibit D where work qualifies for prevailing wage.
IN WITNESS WHEREOF, this agreement is executed by the parties on the date first written above.
KRAZAN AND ASSOCIATES, a
California Corporation
CITY OF SANTA MARIA, a Municipal
Corporation
___________________________
By: Dave Jarosz, PE
Principal In Charge
___________________________
Brett Fulgoni
Public Works Director
ATTEST:
___________________________
Donna G. Schwartz, CMC
Chief Deputy City Clerk
APPROVED AS TO FORM:
______________________
City Attorney
______________________
Risk Manager
Attachment H
Atty. Rev. 2021
EXHIBIT “A”
SCOPE OF WORK
TYPICAL SERVICES REQUIRED
The required services and abilities required to successfully perform geotechnical engineering and testing services on the project types listed above include but are not limited to:
• Constructability Review and Plan Check
• Understanding and application of standard details and specifications from:
o City of Santa Maria
o Caltrans
o Greenbook
o APWA
o AWWA
o County of Santa Barbara
• Knowledge and understanding of the use of and requirements of federal documentation for design associated with federally-funded construction projects. • Best Management Practices
• Ability to work with utilities, special districts, and public agencies in and adjacent to the City of Santa Maria.
• Understanding of environmental regulations relevant to construction activities. • Consultant is responsible for keeping City regularly informed with regard to issues related to cost, schedule, contract or legal issues among others. • Consultant and its sub-consultants shall pay employees the applicable prevailing wages as determined by California Department of Industrial Relations and Federal, State, and local laws.
The Consultant will be expected to provide written reports, technical memorandums, calculations, and other documentation as necessary, and provide engineering and field support during construction activities. The Consultant shall provide geotechnical engineering support services including, but not limited to the following:
• Geotechnical engineering investigations
• Geotechnical feasibility studies
• Failure investigations of foundations, retaining walls, slopes, and pavement • Engineering analysis of settlement-reduction methods
• Geologic evaluations, slope stability studies, and fault location studies • Development of criteria for earth retention structures • Groundwater monitoring and sampling
• Laboratory analysis of soil and groundwater samples
• Monitoring well installation and development
• Geophysical exploration
• Liquefaction and seismicity studies
Attachment H
Atty. Rev. 2021
• Seismic refraction/rippability studies
• Document and drawing review
• Field inspections and data collection
• Cost estimating
• Meeting attendance
• Design calculations and/or calculation review
• Design drawings or details
• Design requirements or recommendations
• Coordination with other consultants
The field and laboratory data will be expected to be reviewed by a Registered Geotechnical Engineer, and evaluated with respect to development of geotechnical criteria for site preparation, grading, utility trenches, foundations, slabs-on-grade and exterior pedestrian flatwork, retaining walls, pavement sections, drainage around improvements, and observation and testing. The following items will be addressed:
• Soil and groundwater conditions encountered
• Preparation of the building area prior to construction • Grading criteria
• Types and depths of foundations
• Slab-on-grade design criteria
• Maximum allowable bearing capacities
• California Building Code (CBC) seismic criteria for use in foundation design • Liquefaction potential
• Estimated total and differential settlement
• Resistance to lateral loads
• Retaining wall design criteria
• Pavement design criteria
• Drainage around improvements
• Observation and testing
During construction, consultant may be asked to provide construction observation, special inspection, and materials testing. These may include, but limited to the following:
• Geotechnical observation and field testing of soils
• Geotechnical certification of grading
• Geotechnical inspection of deep foundation systems
• Reinforced concrete special inspection
• Post-tensioned concrete special inspection
• Masonry special inspection
• Asphalt concrete placement inspection
• Spray-applied fireproofing special inspection and testing • Shop and field welding special inspection
• Special inspection of high strength bolting and shear studs • Shotcrete special inspection
• Inspection of shot pins and expansion anchors
Attachment H
Atty. Rev. 2021
• Inspection of reflected ceiling bracing and support
• DR-Meter (pachometer) testing of reinforced masonry and concrete • Mobile asphalt laboratory testing
• Welder certification
• Concrete sampling and testing, including slump, air content, casting test • cylinders, and compression testing
• Masonry sampling and testing, including block units, prisms, block shrinkage, • mortar strength, grout strength and cores of completed • Shotcrete sampling and testing, including slump, casting test panels, and • compression testing
• Sampling and testing of reinforcing steel, torque testing, • Bolt tension testing
• Bolt torque testing
• Asphalt, concrete, and grout mix designs and review of contractor submittals
Soil samples will be tested in the laboratory to determine various engineering properties. The following types of tests are anticipated:
• Unit weight and moisture
• Expansion index
• Maximum density vs. optimum moisture
• Angle of internal friction and cohesion
• One dimensional consolidation
• R-value
Attachment H
Atty. Rev. 2021
EXHIBIT “B”
PAYMENT
I. Progress Authorization
This contract is subject to the requirements of Page G -9 of the Purchasing Guidelines for the City of Santa Maria.
Individual task orders will be created under this Master Agreement for the completion of each task and billed according to the attached rate sheet.
During the duration of this Master Agreement the Ci ty will identify individual task, and upon agreed scope of work, schedule, and cost, a Notice to Proceed and Purchase Ordered will be issued for each task not to exceed $75,000 per task as indicated in Section 1.1B.
The aggregate not -to-exceed fee for all tasks provided during the initial term of the Agreement shall be $300,000.
II. Invoice procedure.
A. Payment shall be at the conclusion of the Project based on the billable charges.
B. The Consultant shall present the bill for charges by the second day of the month.
C. The Consultant's bill shall be substantiated by appropriate documentation, and include an itemized listing of personnel, subconsultants, and other direct costs incurred.
III. Maximum billable amounts
Under no circumstance shall the total of all payments to the Consultant exceed ninety percent (90%) of the maximum not-to-exceed cost, prior to acceptance by the City of all items to be completed as noted within Exhibit "A".
Attachment H
Atty. Rev. 2021
Attachment H
Atty. Rev. 2021
Attachment H
Atty. Rev. 2021
Attachment H
Atty. Rev. 2021
Attachment H
Atty. Rev. 2021
Attachment H
Atty. Rev. 2021
Attachment H
Atty. Rev. 2021
Attachment H
Atty. Rev. 2021
EXHIBIT “C”
INSURANCE REQUIREMENTS
Consultant 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 the Consultant, his/her agents, representatives, or employees. If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Consultant.
A. Minimum Scope of Insurance
Coverage shall be at least as broad as:
1. Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001), including products and completed operations, property damage, bodily injury and personal & advertising injury.
2. Insurance Services Office Business Auto Coverage Form Number CA 00 01 covering any auto (Code 1), or if Consultant has no owned autos, covering hired (Code 8) and non-owned autos (Code 9).
3. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance.
4. Errors and Omissions liability insurance appropriate to the Consultant's profession. Architects' and engineers' coverage is to be endorsed to include contractual liability.
5. Cyber Liability Insurance, Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Vendor 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 Attachment H
Atty. Rev. 2021
monitoring expenses with limits sufficient to respond to these obligations.
B. Minimum Limits of Insurance
Consultant shall maintain limits no less than:
1. 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.
2. Automobile Liability - $1,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation: Statutory limits.
4. Employer's Liability - $1,000,000 per accident for bodily injury or disease.
5. Errors and Omissions Liability - $1,000,000 per occurrence or claim, $2,000,000 aggregate.
6. Cyber Liability - $2,000,000 per occurrence or claim, $2,000,000 aggregate.
C. Self-insured Retentions
Self-insured retentions must be declared to and approved by the City. The City may require the Consultant 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.
D. Other Insurance Requirements
The liability policies are to contain, or be endorsed to contain, the following provisions:
1. The City, its officers, officials, employees and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed Attachment H
Atty. Rev. 2021
by or on behalf of the Consultant 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 Consultant’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).
2. For any claims related to this project, the Consultant's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, official s, employees and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees or volunteers shall be excess of the Consultant's insurance and shall not contribute with it.
3. Each insurance policy required by th is clause shall be endorsed to state that coverage shall not be canceled or reduced, except with notice stating the title of this contract 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.
4. Consultant hereby grants to City a waiver of any ri ght to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any
endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation
endorsement from the insurer.
5. If any of the required policies provide claims-made coverage:
a. The Retroactive Date must be shown, and must be
before the d ate of the contract or the beginning of
contract work.
b. Insurance must be maintained and evidence of
insurance must be provided for at least five (5) years
after completion of the contract of work.
c. If coverage is canceled or non -renewed, and not
replaced with another claims -made policy form with a
Retroactive Date prior to the contract effective date, the Attachment H
Atty. Rev. 2021
Consultant must purchase “extended reporting”
coverage for a minimum of five (5) years after
completion of work.
E. 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.
F. Verification of Coverage
Consultant shall furnish the City with original certificates and amendatory endorsements of the applicable policy language effecting coverage required by this clause. 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 the Consultant’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications at any time.
G. Special Risks or Circumstances
The City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experienc e, insurer, coverage, or other special circumstances.
Attachment H
Atty. Rev. 2021
EXHIBIT “D”
PREVAILING WAGE REQUIREMENTS FOR MAINTENANCE WORK, DESIGN AND
PRECONSTRUCTION PHASES OF CONSTRUCTION, AND INSTALLATIONS
The terms of this Agreement apply to all public works projects for over $1,000.
For purposes of this Exhibit, “Public Works” includes any project of a type defined in California Labor Code section 1720 when paid for in whole or in part by public funds. These projects include: construction, alteration, demolition, installation, or repair work done under contract. For purposes of this definition, "construction" includes work performed during the design, site assessment, feasibility study, and other preconstruction phases of construction, including, but not limited to, inspection and land surveying work, regardless of whether any further construction work is conducted, and work performed during the postconstruction phases of construction, including, but not limited to, all cleanup work at the jobsite. For purposes of this definition, "installation" includes, but is not limited to, the assembly and disassembly of freestanding and affixed modular office systems.
Pursuant to California Labor Code sections 1720 and 1771, construction, alteration, demolition, installation, repair and maintenance work performed under this Agreement is subject to State prevailing wage laws. State prevailing wage laws require certain provisions be included in all contracts for public works. The Contractor and any subcontractors shall comply with all applicable State prevailing wage laws, whether included in this agreement or inadvertently omitted, including but not limited to the requirements listed below:
1. Compliance with Prevailing Wage Requirements. Pursuant to California Labor Code sections 1720 through 1861, the Contractor and all subcontractors shall ensure that all workers who perform work under this Agreement are paid not less than the prevailing rate of per diem wages as determined by the Director of the California Department of Industrial Relations (DIR). This includes work performed during the design, site assessment, feasibility study, and other preconstruction phases of construction, including but not limited to inspection and land surveying work, regardless of whether any further construction work is conducted, and work performed during the post-construction phases of construction, including but not limited to all cleanup work at the jobsite.
1.1. Copies of such prevailing rate of per diem wages are on file at the City Public Works Department and are available for inspection to any interested party on request. Copies of the prevailing rate of per diem wages also may be found at http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm. The Contractor and all subcontractors shall post a copy of the prevailing rate of per diem wages determination at each job site and shall make them available to any interested party upon request.
1.2. The wage rates determined by the DIR refer to expiration dates. If the published wage rate does not refer to a predetermined wage rate to be paid after the expiration date, then the published rate of wage shall be in effect for the life of this Agreement. If the published wage rate refers to a predetermined wage rate to become effective upon expiration of the Attachment H
Atty. Rev. 2021
published wage rate and the predetermined wage rate is on file with the DIR, such predetermined wage rate shall become effective on the date following the expiration date and shall apply to this Agreement in the same manner as if it had been published in said publication. If the predetermined wage rate refers to one or more additional expiration dates with additional predetermined wage rates, which expiration dates occur during the life of this Agreement, each successive predetermined wage rate shall apply to this Agreement on the date following the expiration date of the previous wage rate. If the last of such predetermined wage rates expires during the life of this Agreement, such wage rate shall apply to the balance of the Agreement.
2. Penalties for Violations. The Contractor and all subcontractors shall comply with California Labor Code section 1775 in the event a worker is paid less than the prevailing wage rate for the work or craft in which the worker is employed. This shall be in addition to any other applicable penalties allowed under California Labor Code sections 1720 through 1861. k
3. Payroll Records. The Contractor and all subcontractors shall comply with California Labor Code section 1776, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. The Contractor shall require all subcontractors to also comply with section 1776. The Contractor and all subcontractors shall furnish records specified in section 1776 on a monthly basis, both to the City and directly to the Labor Commissioner in the manner required by California Labor Code section 1771.4. The Contractor shall ensure its subcontractors prepare and submit payroll records to the City and the DIR as required by this section. The City may require the Contractor and its subcontractors to prepare and submit records specified in section 1776 to the City and the Labor Commissioner on a weekly basis, at no additional cost to the City.
4. Apprentices. The Contractor and all subcontractors shall comply with California Labor Code sections 1777.5, 1777.6 and 1777.7 concerning the employment and wages of apprentices. The Contractor is responsible for compliance with this section for all apprenticeable occupations pursuant to California Labor Code section 1777.5(n).
5. Working Hours. The Contractor and all subcontractors shall comply with California Labor Code sections 1810 through 1815, including but not limited to: (i) restrict working hours on public works contracts to eight hours a day and forty hours a week, unless all hours worked in excess of 8 hours per day are compensated at not less than 1½ times the basic rate of pay; and (ii) specify penalties to be imposed on contractors and subcontractors of $25 per worker per day for each day the worker works more than 8 hours per day and 40 hours per week in violation of California Labor Code sections 1810 through 1815.
6. Required Provisions for Subcontracts. The Contractor shall include, at a minimum, a copy of the following provisions in any contract they enter into with a subcontractor:
California Labor Code sections 1771, 1771.1, 1775, 1776, 1777.5, 1810, 1813, 1815, 1860 and 1861.
7. Labor Code Section 1861 Certification. In accordance with California Labor Code section 3700, the Contractor is required to secure the payment of compensation of its Attachment H
Atty. Rev. 2021
employees. By signing the Agreement, to which this is an exhibit, the Contractor certifies that:
“I am aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this Agreement.”
8. Compliance Monitoring and Enforcement. This project is subject to compliance monitoring and enforcement by the DIR. The City must withhold contract payments from the Contractor as directed by the DIR, pursuant to California Labor Code section 1727.
9. Contractor and Subcontractor Registration Requirements. The Contractor and all subcontractors shall not engage in the performance of any contract for public work, unless currently registered and qualified to perform public work pursuant to California Labor Code section 1725.5 Contractor certifies that the Contractor has verified that all Contractor and all subcontractors (if any approved by City) used on this project are registered with the DIR in compliance with California Labor Code sections 1771.1 and 1725.5. The Contractor shall provide proof of registration for themselves and all listed subcontractors to the City at the time of signature of contract and immediately upon any changes or City’s request.
10. Stop Order. Where a contractor or subcontractor engages in the performance of any public work contract without having been registered in violation of California Labor Code sections 1725.5 or 1771.1, the Labor Commissioner must issue and serve a stop order prohibiting the use of the unregistered contractor or subcontractor on ALL public works until the unregistered contractor or subcontractor is registered. Failure to observe a stop order is a misdemeanor.
COUNCIL AGENDA REPORT
TO: Mayor and City Council
FROM: Brett Fulgoni, Director of Public Works
DATE: September 16, 2025
SUBJECT: Adoption of a Resolution Awarding a Professional Services Agreement for Resident Enginee r, Construction Management , and Inspection Services for the Santa Maria Sports Complex Project
Description:
The City Council will consider approving the award of a Professional Services Agreement to Filippin Engineering, Inc. for Resident Engineer , Construction Management , and Inspection Services associated with the Santa Maria Sports Complex project. The Sports Complex project requires technical assistance related to construction management and inspection services.
Environmental Notice: The activity is not a “Project” as defin ed under Section 15378 of the California Environmental Quality Act State Guidelines; therefore, pursuant to State Guidelines Section 15060(c)(3) no environmental review is required.
With respect to the Sports Complex project, a Final Supplemental Environmental Impact Report (SCH 1994107909) was prepared in connection with the Blosser -Southeast Specific Plan Amendment
RECOMMENDATION:
1. Adopt a Resolution awarding a Professional Services Agreement to Filippin Engineering, Inc. for Resident Engineer, Construction Management , Inspection Services for the Santa Maria Sports Complex in the amount of $1,425,638.60; and
2. Authorize City Manager or designee to execute agreement.
BACKGROUND:
The City of Santa Maria owns, operates, and maintains mun icipal infrastructure, structures, and facilities throughout the city. The Santa Maria Sports Complex Project (PW 2024-11) was awarded to Specialty Construction, Inc. on November 19, 2024, with construction commencing in spring 2025. Due to the scale and complexity of this project, which includes extensive grading, utility work, athletic field construction, and supporting facilities, specialized construction management and inspection services are required to ensure quality control, adherence to contract documents, and compliance with regulatory requirements.
2 While the City employs Civil Engineers on staff, the magnitude and technical demands of the Sports Complex exceed the normal workload capacity of existing staff. Therefore, the City must retain outside consultants with the necessary expertise to supplement staff resources. Awarding a Professional Services Agreement to Filippin Engineering, Inc. will provide dedicated construction management and inspection support, ensuring that the project proceeds efficiently, remains in compliance with all applicable standards, and is delivered in a timely manner.
DISCUSSION:
To initiate construction management and inspection support f or the Sports Complex Project (PW 2024 -11), the Public Works Department released a R equest for Proposals (RFP) on January 7, 2025, for Resident Engineer and Construction Management Services. The RFP was publicly advertised through PlanetBids in accordance with the City’s procurement procedures. Proposals were due on February 4, 2025, and evaluated by a selection committee in accordance with the criteria outlined in the RFP, including:
• Understanding of work involved;
• Organization and approach;
• Quality and experience of proposed staff; and
• Firm qualifications and references.
Based on this evaluation process, Filippin Engineering , Inc. was determined to be the most qualified firm to provide the required services. Staff subsequently negotiated a Professional Services Agreement with Filippin Engineering , Inc. for construction management and inspection services to supplement City staff and ensure timely and compliant delivery of the project.
Alternative(s)
City Council may choose not to award the Professional Services Agreement.
Environmental Review
As required by the California Environmental Quality Act, a Notice of Determination (NOD) was prepared and filed in connection with the Blosser -Southeast Specific Plan Amendment (SCH 1994107909), Santa Maria, California. In addition, the original NOD was filed with the Department of Fish and Wildlife payment.
Fiscal Considerations
Filippin Engineering, Inc. has provided a proposal with a cost estimate of $1,425,638.60 to perform Resident Engineer and Construction Management Services for the Sports Complex Project. The consultant contract will be with the City and managed by the Public Works Department. To ensure timely delivery and proper oversight of this high -priority project, staff is requesting that funds in the amount of $1,425,638.60 to be allocated and appropriated from the appropriate project accounts to support the professional services agreement with Filippin Engineering, Inc.
3 Impact on the Community
The community will benefit from the new sports complex which includes four multipurpose playing fields, spor ts lighting, restroom buildings, and integrated space for community events.
ATTACHMENT(S)
A. Resolution
B. Agreement
Attachment A
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF SANTA MARIA, CALIFORNIA
AWARDING A PROFESSIONAL SERVICES AGREEMENT TO
FILIPPIN ENGINEERING, INC. FOR RESIDENT ENGINEER,
CONSTRUCTION MANAGEMENT, AND INSPECTION SERVICES
FOR THE SANTA MARIA SPORTS COMPLEX PROJECT
IN THE AMOUNT OF $1,425,638.60
WHEREAS, the City has determined the need to obtain Resident Engineer, Construction Management, and Inspection Services to the Santa Maria Sports Complex Project; and
WHEREAS, on January 7, 2025, the City issued a Request for Proposal (RFP) for such services, which was publicly advertised; and
WHEREAS, on February 4, 2025, the City received proposals that were reviewed and scored by a selection committee based on the criteria outlined in the RFP, including understanding of the work involved, organization and approach, qualifications and experience of proposed staff, and firm qualifications and references; and,
WHEREAS, following deliberations, the selection committee determined that Filippin Engineering, Inc. was the most qualified firm to provide Resident Engineer and Construction Management services for the Sports Complex Project; and,
WHEREAS, the City of Santa Maria determined that this action is not a “project” as defined by the California Environmental Quality Act (CEQA ) (CCR, Title 14, Chapter 3 (CEQA Guidelines), Article 20, Section 15378). In addition, CEQA Guidelines Section 15061 includes the general rule that CEQA applies only to activities that have the potential for causing a significant effect on the environment, and it can be seen with certainty that this action will not have such an effect. Any subsequent discretionary projects resulting from this action will be assessed for CEQA applicability.
NOW, THEREFORE, IT IS HEREBY RESOLVED by the City Council of the City of Santa Maria, California, as follows:
SECTION 1. Award the Professional Services Agreement to Filippin Engineering, Inc., for Resident Engineer, Construction Management, and Inspection Services for the Santa Maria Sports Complex Project in the amount of $1,425,638.60; and
SECTION 2. Authorize City Manager, or designee, to execute the Professional Services Agreement upon receipt of all information required by the RFP; and
//
SECTION 3. The Chief Deputy City Clerk is hereby authorized to make minor changes herein to address clerical errors, so long as substantial conformance of the intent of this document is maintained. In doing so, the Chief Deputy City Clerk shall consult with the City Manager and City Attorney concerning any changes deemed necessary.
PASSED AND ADOPTED at a regular meeting of the City Council of the City of Santa Maria held this 16th day of September 2025.
ATTEST:
Chief Deputy City Clerk
Mayor
APPROVED AS TO FORM:
_______________________________
City Attorney
APPROVED AS TO CONTENT:
_______________________________
Department Director
_______________________________
City Manager
Attachment B
AGREEMENT FOR PROFESSIONAL SERVICES
Resident Engineer, Construction Management, and Inspection Services for the Santa Maria Sports Complex Project
This Agreement is made on September 16, 2025, by and between Filippin Engineering, Inc., a California Corporation (“Consultant”), 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 determined it is in the public interest to proceed with the work associated with the City of Santa Maria Sports Complex project hereinafter described as "Project"; and
WHEREAS, City has determined the Project involves the performance of engineering services of a temporary nature; and
WHEREAS, City does not have available employees to perform the services for the Project; and
WHEREAS, City has requested the Consultant to provide manpower to complete the Project; and
WHEREAS, Consultant is registered or licensed in California to perform construction 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 contract is two (2) year, beginning on the date first written above. This contract may be extended by mutual consent of the parties. This contract 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 14 days after deposit of notice as specified in this Agreement.
2.02. Services to be Performed. Consultant shall determine the method, details, and means of providing Resident Engineer and Construction Management services for the project. More specifically, Consultant 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 Consultant in the performance of the contract and timely pay invoices.
2.04. Payment. Payment terms under this Agreement are listed in Exhibit “B.”
2.05. Insurance. Consultant shall provide insurance as listed in Exhibit “C.” 2 Atty. Rev. 2021
Attachment B
2.06. Exhibits. Exhibits “A,” “B,” “C”, and “D” are attached and incorporated.
3. Consultant’s Obligations.
3.01. Minimum Amount of Service. Consultant shall devote sufficient time to perform services under this agreement efficiently and effectively. Consultant may represent, perform services for, and be employed by additional individuals or entities, in Consultant’s sole discretion, as long as the performance of these extra-contractual services does not interfere with or present a conflict with City's business.
3.02. Tools and Equipment. Except as otherwise stated in this Agreement, Consultant will supply all tools and equipment necessary to perform this Agreement.
Status. Consultant (including its employees) is an independent Consultant.
No employer/employee relationship exists between Consultant and the City.
Consultant's assigned personnel shall not be entitled to any benefits payable to employees of the City. The City is not required to make any deductions or withholdings from the compensation payable to Consultant under this agreement. Consultant (as a business entity, including its employees) is a “design professional” as defined by California Civil Code section 2782.8(c)(3).
3.03. Indemnification. To the fullest extent permitted by law, the Consultant 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 att orneys’ fees, court costs and costs of alternative dispute resolution) regardless of nature or type that arise out of, pertain to, or relate to the negligence, reckless, or willful misconduct of the Consultant including its agents, subcontractors and emplo yees. 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 the CITY and a representative of CONSULTANT, listed below. All notices shall be addressed as follows unless a written change is filed with the City:
3 Atty. Rev. 2021
Attachment B
To City:
Luis A. Magallón, P.E.
Senior Civil Engineer
110 S. Pine Street Ste. 221
Santa Maria, CA 93454
To Consultant:
Filippin Engineering, Inc.
Attn.: Kelly Wheeler
994 Mill Street, Suite 230
San Luis Obispo, CA 93401
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. Consultant 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 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.
Atty. Rev. 2021
Attachment B
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 other submittals required by this agreement, Consultant 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 and DIR Registration. Prevailing Wage. If applicable, Consultant and all Subconsultants 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 (DIR) 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. DIR Registration. Projects contemplated by this agreement may need to be registered with the DIR. Consultant is required to register with DIR. Consultant’s DIR Registration number is ______________________. Subconsultant’s performing qualifying work are required to register with DIR. Consultant shall provide subconsultant’s DIR Registration numbers when necessary. Contractor shall follow the requirements in Exhibit D.
IN WITNESS WHEREOF, this agreement is executed by the parties on the date first written above.
FILIPPIN ENGINEERING, INC., a
California Corporation
By: GINO FILIPPIN
President
CITY OF SANTA MARIA, a Municipal
Corporation
By: David W. Rowlands
City Manager
ATTEST:
Donna G. Scwartz
Chief Deputy City Clerk
Atty. Rev. 2021
Attachment B
APPROVED AS TO FORM:
City Attorney
Risk Manager
Atty. Rev. 2021
Attachment B
EXHIBIT “A”
SERVICES TO BE PERFORMED
Basic services shall be to perform various professional services related to construction management tasks typical of a municipal agency. Tasks may include, but are not limited to the following:
Project Management Services
TYPICAL SERVICES REQUIRED
The required services and abilities required to successfully perform CMI services on the projects listed above include, but are not limited to:
Constructability Review
Oversight of construction surveying and material testing Pre-job coordination and administration activities
Understanding of standard details and specifications from:
o Caltrans
o Greenbook
o APWA
o AWWA
o City of Santa Maria
o County of Santa Barbara
Experience in documentation of activities through Daily Inspection Logs Construction Safety Orders
Best Management Practices
Inspection:
o Traffic Control
o Storm Water Prevention Measures
o General Street Construction
o Underground Utility Construction
o Landscaping and Irrigation Installation
o Street Striping
Ability to work with utilities and public agencies in and adjacent to the City of Santa Maria Understanding of environmental regulations relevant to construction activities.
Atty. Rev. 2021
Attachment B
EXHIBIT “B”
PAYMENT
I. Progress Authorization
Written authorization to proceed from the City authorizes the Consultant to generate the not-toexceed cost of ONE MILLION FOUR HUNDRED TWENTY- FIVE THOUSAND SIX HUNDRED THIRTY-EIGHT DOLLARS AND 60/100 ($1,425,638.60) in fees for all work.
Task Description Amount
1 Pre-Construction Services $21,783.92
2 Construction Services $1,039,756.24
3 Geotech and Materials Testing & Special Inspection $167,433.20 4 Surveying (Scope Item Removed in Addendum 2) $0.00
5 Environmental Mitigation & Monitoring $174,396.20
6 Stormwater Monitoring (hours included in Task 2) $3,150.00 7 Post-Construction Services $19,119.04
Total $1,425,638.60
II. Invoice procedure.
A. Payment shall be monthly based on the billable charges.
B. The Consultant shall present the bill for charges from the previous month.
C. The Consultant's bill shall be substantiated by appropriate documentation, and include an itemized listing of personnel, subcontractors, and other direct costs incurred.
D. City may withhold payment for disputed work. Payment of fees shall not constitute an acceptance of work.
III. Rates shall be billed according to Consultant’s attached fee schedule, up to the not-to-exceed amount. Work Authorized by Change Order/Amendment shall be billed at on a time and materials basis according to the attached fee schedule, unless another payment method is agreed to in writing by the City.
IV. If Consultant’s response to the City’s RFP or RFQ is attached, all terms other than those concerning the Consultant’s billing rates are null and void.
Atty. Rev. 2021
Attachment B
The terms of this Agreement apply to all public works projects for over $1,000.
For purposes of this Exhibit, “Public Works” includes any project of a type defined in California Labor Code section 1720 when paid for in whole or in part by public funds. These projects include: construction, alteration, demolition, installation, or repa ir work done under contract. For purposes of this definition, "construction" includes work performed during the design, site assessment, feasibility study, and other preconstruction phases of construction, including, but not limited to, inspection and land surveying work, regardless of whether any further construction work is conducted, and work performed during the postconstruction phases of construction, including, but not limited to, all cleanup work at the jobsite. For purposes of this definition, "installation" includes, but is not limited to, the assembly and disassembly of freestanding and affixed modular office systems.
Pursuant to California Labor Code sections 1720 and 1771, construction, alteration, demolition, installation, repair and maintenan ce work performed under this Agreement is subject to State prevailing wage laws. State prevailing wage laws require certain provisions be included in all contracts for public works. The CONTRACTOR and any subcontractors shall comply with all applicable Sta te prevailing wage laws, whether included in this agreement or inadvertently omitted, including but not limited to the requirements listed below:
1. Compliance with Prevailing Wage Requirements. Pursuant to California Labor Code sections 1720 through 1861, t he CONTRACTOR and all subcontractors shall ensure that all workers who perform work under this Agreement are paid not less than the prevailing rate of per diem wages as determined by the Director of the California Department of Industrial Relations (DIR). This includes work performed during the design, site assessment, feasibility study, and other preconstruction phases of construction, including but not limited to inspection and land surveying work, regardless of whether any further construction work is conducted, and work performed during the post -construction phases of construction, including but not limited to all cleanup work at the jobsite.
1.1. Copies of such prevailing rate of per diem wages are on file at the City Public Works Department and are available for inspection to any interested party on request. Copies of the prevailing rate of per diem wages also may be found at http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm. The CON TRACTOR and all subcontractors shall post a copy of the prevailing rate of per diem wages determination at each job site and shall make them available to any interested party upon request.
1.2. The wage rates determined by the DIR refer to expiration dates. If the published wage rate does not refer to a predetermined wage rate to be paid after the expiration date, then the published rate of wage shall be in effect for the life of this Agreement. If the published wage rate refers to a predetermined wage rate to become effective upon expiration of the published wage rate and the predetermined wage rate is on file with the DIR, such predetermined wage rate shall become effective on the date following the expiration date and shall apply to this Agreement in the same manner as if it had been published in said publication. If the predetermined wage rate refers to one or more additional expiration dates with additional predetermined wage rates, which expiration dates occur during the life of this Agreement, each success ive predetermined wage rate shall apply to this Agreement on the date following the expiration date of the previous Atty. Rev. 2021
Attachment B
wage rate. If the last of such predetermined wage rates expires during the life of this Agreement, such wage rate shall apply to the balance of the Agreement.
2. Penalties for Violations. The CONTRACTOR and all subcontractors shall comply with California Labor Code section 1775 in the event a worker is paid less than the prevailing wage rate for the work or craft in which the worker is employed. This shall be in addition to any other applicable penalties allowed under California Labor Code sections 1720 through 1861.
3. Payroll Records. The CONTRACTOR and all subcontractors shall comply with California Labor Code section 1776, which generally requi res keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. The CONTRACTOR shall require all subcontractors to also comply with section 1776. The CONTRACTOR and all subcontractors shall furnish records specified in section 1776 on a monthly basis, both to the City and directly to the Labor Commissioner in the manner required by California Labor Code section 1771.4. The CONTRACTOR shall ensure its subcontractors prepare and submit payroll records to the City and the DIR as required by this section. The City may require the CONTRACTOR and its subcontractors to prepare and submit records specified in section 1776 to the City and the Labor Commissioner on a weekly basis, at no additional cost to the City.
4. Apprentices. The CONTRACTOR and all subcontractors shall comply with California Labor Code sections 1777.5, 1777.6 and 1777.7 concerning the employment and wages of apprentices. The CONTRACTOR is responsible for compliance with this section for all apprenticeable occupations pursuant to California Labor Code section 1777.5(n).
5. Working Hours. The CONTRACTOR and all subcontractors shall comply with California Labor Code sections 1810 through 1815, including but not limited to: (i) restrict working hours on public works contracts to eight hours a day and forty hours a week, unless all hours worked in excess of 8 hours per day are compensated at not less than 1½ times the basic rate of pay; and (ii) specify penalties to be imposed on CONTRACTORs and s ubcontractors of $25 per worker per day for each day the worker works more than 8 hours per day and 40 hours per week in violation of California Labor Code sections 1810 through 1815.
6. Required Provisions for Subcontracts. The CONTRACTOR shall include, at a minimum, a copy of the following provisions in any contract they enter into with a subcontractor: California Labor Code sections 1771, 1771.1, 1775, 1776, 1777.5, 1810, 1813, 1815, 1860 and 1861.
7. Labor Code Section 1861 Certification. In accordance with California Labor Code section 3700, the CONTRACTOR is required to secure the payment of compensation of its employees. By signing the Agreement, to which this is an exhibit, the CONTRACTOR certifies that:
“I am aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self -insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this Agreement.”
Atty. Rev. 2021
Attachment B
8. Compliance Monitoring and Enforcement. This project is subject to compliance monitoring and enforcement by the DIR. The City must withhold contract payments from the CONTRACTOR as directed by the DIR, pursuant to California Labor Code section 1727.
9. CONTRACTOR and Subcontractor Registration Requirements. The CONTRACTOR and all subcontractors shall not engage in the performance of any contract for public work, unless currently registered and qualified to perform publ ic work pursuant to California Labor Code section 1725.5 CONTRACTOR certifies that the CONTRACTOR has verified that all CONTRACTOR and all subcontractors (if any approved by City) used on this project are registered with the DIR in compliance with Californ ia Labor Code sections 1771.1 and 1725.5. The CONTRACTOR shall provide proof of registration for themselves and all listed subcontractors to the City at the time of signature of contract and immediately upon any changes or City’s request.
10. Stop Order. Where a CONTRACTOR or subcontractor engages in the performance of any public work contract without having been registered in violation of California Labor Code sections 1725.5 or 1771.1, the Labor Commissioner must issue and serve a stop order prohibiting the use of the unregistered CONTRACTOR or subcontractor on ALL public works until the unregistered CONTRACTOR or subcontractor is registered. Failure to observe a stop order is a misdemeanor.
Attachment B
Atty. Rev. 2021
Attachment B
EXHIBIT “C”
INSURANCE
INSURANCE REQUIREMENTS
Provider 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 the Provider, his/her agents, representatives, or employees.
If the Provider maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Provider.
A. Minimum Scope of Insurance
Coverage shall be at least as
broad as:
1. Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001), including products and completed operations, property damage, bodily injury and personal & advertising injury.
2. Insurance Services Office Business Auto Coverage Form Number CA 00 01 covering any auto (Code 1), or if Provider has no owned autos, covering hired (Code 8) and non -owned autos (Code 9).
3. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance.
4. Errors and Omissions liability insurance appropriate to the Provider's profession.
5. Cyber Liability Insurance, Coverage shall be sufficiently broad to respond to the duties and obligations as is
undertaken by Vendor 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 expenses with limits sufficient to respond to these obligations.
Atty. Rev. 2021
Attachment B
B. Minimum Limits of Insurance
Provider shall maintain limits no less than:
1. 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.
2. Automobile Liability - $1,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation: Statutory limits.
4. Employer's Liability - $1,000,000 per accident for bodily injury or disease.
5. Errors and Omissions Liability - $1,000,000 per occurrence or claim,
$2,000,000 aggregate.
6. Cyber Liability- $2,000,000 per occurrence or claim, $2,000,000 aggregate.
C. Self-insured Retentions
Self-insured retentions must be declared to and approved by the City.
The City may require the Provider 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.
D. Other Insurance Provisions
The commercial general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:
1. The City, its officers, officials, employees and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Provider 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 Provider’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG Atty. Rev. 2021
Attachment B
20 26, CG 20 33, or CG 20 38 and CG
20 37 forms if later revisions are used).
2. For any claims related to this project, the Provider's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the 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 the Provider's insurance and shall not contribute with it.
3. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled or reduced, except with notice stating the title of this contract 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.
4. Provider hereby grants to City a waiver of any right to subrogation which any insurer of said Provider may acquire against the City by virtue of the payment of any loss under such insurance. Provider agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.
5. If any of the required policies provide claims-made coverage:
a. The Retroactive Date must be shown, and must be
before the date of the contract or the beginning of contract work.
b. Insurance must be maintained and evidence of
insurance must be provided for at least five (5) years after completion of the contract of work.
c. If coverage is canceled or non-renewed, and not
replaced with another claims-made policy form with a
Retroactive Date prior to the contract effective date, the Provider must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.
Atty. Rev. 2021
Attachment B
E. 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.
F. Verification of Coverage
Provider shall furnish the City with original certificates and amendatory endorsements of the applicable policy language effecting coverage required by this clause. 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 the Provider’s obligation to provide them.
The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications at any time.
G. Special Risks or Circumstances
The 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.
Atty. Rev. 2021
EXHIBIT “D”
PREVAILING WAGE REQUIREMENTS FOR MAINTENANCE WORK, DESIGN AND
PRECONSTRUCTION PHASES OF CONSTRUCTION, AND INSTALLATIONS
The terms of this Agreement apply to all public works projects for over $1,000.
For purposes of this Exhibit, “Public Works” includes any project of a type defined in California Labor Code section 1720 when paid for in wh ole or in part by public funds.
These projects include: construction, alteration, demolition, installation, or repair work done under contract. For purposes of this definition, "construction" includes work performed during the design, site assessment, feas ibility study, and other preconstruction phases of construction, including, but not limited to, inspection and land surveying work, regardless of whether any further construction work is conducted, and work performed during the postconstruction phases of c onstruction, including, but not limited to, all cleanup work at the jobsite. For purposes of this definition, "installation" includes, but is not limited to, the assembly and disassembly of freestanding and affixed modular office systems.
Pursuant to California Labor Code sections 1720 and 1771, construction, alteration, demolition, installation, repair and maintenance work performed under this Agreement is subject to State prevailing wage laws. State prevailing wage laws require certain provisions be inc luded in all contracts for public works. The CONTRACTOR and any subcontractors shall comply with all applicable State prevailing wage laws, whether included in this agreement or inadvertently omitted, including but not limited to the requirements listed below:
1. Compliance with Prevailing Wage Requirements. Pursuant to California Labor Code sections 1720 through 1861, the CONTRACTOR and all subcontractors shall ensure that all workers who perform work under this Agreement are paid not less than the prevailin g rate of per diem wages as determined by the Director of the California Department of Industrial Relations (DIR). This includes work performed during the design, site assessment, feasibility study, and other preconstruction phases of construction, including but not limited to inspection and land surveying work, regardless of whether any further construction work is conducted, and work performed during the post -construction phases of construction, including but not limited to all cleanup work at the jobsite.
1.1. Copies of such prevailing rate of per diem wages are on file at the City Public Works Department and are available for inspection to any interested party on request. Copies of the prevailing rate of per diem wages also may be found at http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm. The CONTRACTOR and all subcontractors shall post a copy of the prevailing rate of per diem wages determination at each job site and shall mak e them available to any interested party upon request.
1.2. The wage rates determined by the DIR refer to expiration dates. If the Atty. Rev. 2021
published wage rate does not refer to a predetermined wage rate to be paid after the expiration date, then the published rate of wage shall be in effect for the life of this Agreement. If the published wage rate refers to a predetermined wage rate to become effective upon expiration of the published wage rate and the predetermined wage rate is on file with the DIR, such predetermine d wage rate shall become effective on the date following the expiration date and shall apply to this Agreement in the same manner as if it had been published in said publication. If the predetermined wage rate refers to one or more additional expiration da tes with additional predetermined wage rates, which expiration dates occur during the life of this Agreement, each successive predetermined wage rate shall apply to this Agreement on the date following the expiration date of the previous wage rate. If the last of such predetermined wage rates expires during the life of this Agreement, such wage rate shall apply to the balance of the Agreement.
2. Penalties for Violations. The CONTRACTOR and all subcontractors shall comply with California Labor Code section 1775 in the event a worker is paid less than the prevailing wage rate for the work or craft in which the worker is employed. This shall be in addition to any other applicable penalties allowed under California Labor Code sections 1720 through 1861.
3. Payroll Records. The CONTRACTOR and all subcontractors shall comply with California Labor Code section 1776, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. The CONTRACTOR shall require all subcontractors to also comply with section 1776. The CONTRACTOR and all subcontractors shall furnish records specified in section 1776 on a monthly basis, both to the City and directly to the Labor Commissioner in the manner re quired by California Labor Code section 1771.4. The CONTRACTOR shall ensure its subcontractors prepare and submit payroll records to the City and the DIR as required by this section. The City may require the CONTRACTOR and its subcontractors to prepare and submit records specified in section 1776 to the City and the Labor Commissioner on a weekly basis, at no additional cost to the City.
4. Apprentices. The CONTRACTOR and all subcontractors shall comply with California Labor Code sections 1777.5, 1777.6 and 1777.7 concerning the employment and wages of apprentices. The CONTRACTOR is responsible for compliance with this section for all apprenticeable occupations pursuant to California Labor Code section 1777.5(n).
5. Working Hours. The CONTRACTOR and all subcont ractors shall comply with California Labor Code sections 1810 through 1815, including but not limited to: (i) restrict working hours on public works contracts to eight hours a day and forty hours a week, unless all hours worked in excess of 8 hours per day are compensated at not less than 1½ times the basic rate of pay; and (ii) specify penalties to be imposed on CONTRACTORs and subcontractors of $25 per worker per day for each day the worker works more than 8 hours per day and 40 hours per week in violation of Atty. Rev. 2021
California Labor Code sections 1810 through 1815.
6. Required Provisions for Subcontracts. The CONTRACTOR shall include, at a minimum, a copy of the following provisions in any contract they enter into with a subcontractor: California Labor Code sections 1771, 1771.1, 1775, 1776, 1777.5, 1810, 1813, 1815, 1860 and 1861.
7. Labor Code Section 1861 Certification. In accordance with California Labor Code section 3700, the CONTRACTOR is required to secure the payment of compensation of its employees. By signing the Agreement, to which this is an exhibit, the CONTRACTOR certifies that:
“I am aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self -insurance in accordance with the provisions of that code, and I w ill comply with such provisions before commencing the performance of the work of this Agreement.”
8. Compliance Monitoring and Enforcement. This project is subject to compliance monitoring and enforcement by the DIR. The City must withhold contract payments from the CONTRACTOR as directed by the DIR, pursuant to California Labor Code section 1727.
9. CONTRACTOR and Subcontractor Registration Requirements. The CONTRACTOR and all subcontractors shall not engage in the performance of any contract for public work, unless currently registered and qualified to perform public work pursuant to California Labor Code section 1725.5 CONTRACTOR certifies that the CONTRACTOR has verified that all CONTRACTOR and all subcontractors (if any approved by City) used on this project are registered with the DIR in compliance with California Labor Code sections 1771.1 and 1725.5. The CONTRACTOR shall provide proof of registration for themselves and all listed subcontractors to the City at the time of signature of contract and immediately upon any changes or City’s request.
10. Stop Order . Where a CONTRACTOR or subcontractor engages in the performance of any public work contract without having been registered in violation of California Labor Code sections 1725.5 or 1771.1, the Labor Commissioner must issue and serve a stop order prohibiting the use of the unregistered CONTRACTOR or subcontractor on ALL public works until the unregistered CONTRACTOR or subcontractor is registered. Failure to observe a stop order is a misdemeanor.
COUNCIL AGENDA REPORT
TO: Mayor and City Council
FROM: Brett Fulgoni, Director of Public Works
DATE: September 16, 2025
SUBJECT: Adoption of a Resolution Approving a Transit “Ride Free” Fare Promotion Reimbursement Agreement with Santa Barbara County Association of Governments
Description:
The City Council will consider authorizing a “Ride Free” Fare Promotion Reimbursement Agreement with the Santa Barbara County Association of Governments.
Environmental Notice: The activity is not a “Project” as defined under Section 15378 of the California Environmental Quality Act State Guidelines; therefore, pursuant to State Guidelines Section 15060(c)(3) no environmental review is required.
RECOMMENDATION:
1. Adopt a Resolution approving a Transit Fare Promotion Reimbursement Agreement with the Santa Barbara County Association of Governments; and
2. Authorize the City Manager or designee to execute agreement and administer administrative and immaterial changes as needed during the life of the agreement.
BACKGROUND:
The Santa Barbara County Association of Governments (SBCAG) provides regional planning and coordination for public transit agencies in Santa Barbara County. In Fiscal Year (FY) 24-25, SBCAG was awarded Low Carbon Transportation Opportunity Program (LCTOP) funds. The purpose of these funds, and the resulting agreement, is to support area transit agencies in offering recurring promotional “Ride Free” promotions b y reimbursing them for fare revenue lost during these periods.
The term of this Agreement will commence upon execution by all Parties and will end no later than June 30, 2029, unless terminated earlier.
The agreement formalizes SBCAG’s reimbursement to Santa Maria Regional Transit (SMRT) for “Ride Free” periods using the State of California’s FY 24 -25 LCTOP funds, per the terms of the agreement.
2 DISCUSSION:
A common strategy used by transit providers to increase ridership is to offer “Free Rides” promotions. These promotions help reduce financial barriers for riders and encourage ridership during lower -demand periods, such as weekends. However, transit providers typically offer these promotions on a limited basis, as fare revenue is an important funding source for both operations and capital needs.
Using State LCTOP funds, SBCAG has created an agreement that allows participating transit agencies to be reimbursed for “Ride Free” promotions, thereby making it possible to offer them more frequently and without financial loss.
Under this program, the transit provider will submit a valid invoice to SBCAG listing the number of passengers boarding by rider category and total amount due. As backup documentation, SMRT shall attach a farebox system report fo r the promotion period showing boardings by route and rider category.
Upon receipt and acceptance of a valid invoice, SBCAG will reimburse SMRT at a rate equal to its current average cash fare ($1.00), in accordance with the Fare Promotion Agreement program rules.
Alternative(s)
An alternative is not to approve the proposed Transit Fare Promotion Reimbursement Agreement. This is not recommended, as it would prevent the City of Santa Maria from participating in SBCAG -coordinated fare promotions and receiving reimbursement for free or reduced fares. It would also limit opportunities to increase transit ridership and awareness of available services.
Fiscal Considerations
There are no impacts on the City’s General Fund. The Transit Division is an Enterprise Fund with its own operational and capital funding sources. Approving the agreement will allow SMRT to be reimbursed by SBCAG for fare revenues not collected during “Ride Free” promotional periods. These funds help support the Transit Program’s operations.
Impact on the Community
Participation in this agreement will positively impact the community by increasing awareness of public transit services and encouraging higher ridership through free or reduced fares. This can enhance mobility for residents and potentially reduce greenhouse gas emissions by promoting public transit use.
ATTACHMENT(S)
A. Resolution
B. Agreement
Attachment A
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF SANTA MARIA, CALIFORNIA
APPROVING A TRANSIT FARE PROMOTION
REIMBURSEMENT AGREEMENT WITH THE
SANTA BARBARA COUNTY ASSOCIATION OF GOVERNMENTS
WHEREAS, the City of Santa Maria operates Santa Maria Regional Transit (SMRT) to provide public transportation services to the community; and
WHEREAS, the Santa Barbara County Association of Governments (SBCAG) serves as a regional planning and coordinating agency for public transit throughout Santa Barbara County; and
WHEREAS, SBCAG has been awarded Low Carbon Transportation Opportunity Program (LCTOP) funds for fiscal year 2024-2025; and
WHEREAS, SBCAG has developed a Fare Promotion Reimbursement Agreement to cooperatively provide reimbursement to participating transit providers for the fare revenue not collected during promotional "free ride" periods; and
WHEREAS, entering into this Agreement will allow SMRT to participate in these coordinated promotions, wh ich will increase ridership and raise awareness of transit services in the community, with no negative fiscal impact on the City’s General Fund; and
WHEREAS, the City Council of the City of Santa Maria has reviewed the proposed Transit Fare Promotion Reimbursement Agreement and finds that it is in the best interest of the City and its residents to execute this Agreement.
NOW, THEREFORE, IT IS HEREBY RESOLVED by the City Council of the City of Santa Maria, California, as follows:
SECTION 1. Authorize the City Manager, or designee, to enter into the Transit Fare Promotion Reimbursement Agreement with the SBCAG; and
SECTION 2. Authorize the City Manager, or their designee, to administer administrative and immaterial changes should they be needed during the life of the Agreement.
SECTION 3. The Chief Deputy City Clerk is hereby authorized to make m inor changes herein to address clerical errors, so long as substantial conformance of the intent of this document is maintained. In doing so, the Chief Deputy City Clerk shall consult with the City Manager and City Attorney concerning any changes deemed necessary.
Attachment A
PASSED AND ADOPTED at a regular meeting of the City Council of the City of Santa Maria, California, held this 16th day of September 2025.
ATTEST:
Chief Deputy City Clerk
Mayor
APPROVED AS TO FORM:
_______________________________
City Attorney
APPROVED AS TO CONTENT:
_______________________________
Department Director
_______________________________
City Manager
Attachment B
Fare Program Agreement with Santa Maria Regional Transit operated by the City of Santa Maria
Fare Promotion Reimbursement Agreement for Transit Providers
AGREEMENT BETWEEN THE SANTA BARBARA COUNTY ASSOCIATION OF
GOVERNMENTS (SBCAG) AND THE CITY OF SANTA MARIA
This Agreement is entered into by and between the Santa Barbara County Association of Governments (SBCAG), and the Santa Maria Regional Transit operated by the City of Santa Maria (Provider) herein referred to individually as Party, collectively as Parties.
WHEREAS, SBCAG provides regional planning and coordination between multiple public transit agencies operating in Santa Barbara County; and,
WHEREAS, the Parties desire to raise awareness of public transit availability and incentivize increased utilization of services countywide by offering free or reduced fares through coordinated promotional activities; and,
WHEREAS, the Parties seek to memorialize the reimbursement for participation in such coordinated promotional activities.
NOW THEREFORE, in consideration of the mutual promises and undertakings herein made and the mutual benefits to be derived therefrom, the Parties agree as follows:
1. Purpose
The purpose of this Agreement is for the SBCAG to cooperatively provide reimbursement for the allowance of transit passengers to ride free or at a reduced rate during SBCAG-coordinated Fare Promotions.
2. Term
The term of this Agreement shall commence as of the date of execution by all Parties and shall end no later than June 30, 2029, unless earlier terminated.
3. Performance Work Statement
A. The Performance Work Statement for this Agreement will be implemented via written Fare Promotion Exhibits that will be individually authorized by each Party and attached hereto and incorporated herein by reference. (collectively referred to herein as “program” ). SBCAG’s Executive Director is authorized to execute these binding Fare Promotion Exhibits. To participate in a Fare Promotion, Provider will be required to agree to each promotion’s program rules, eligibility criteria, length of time , and any additional terms that may be required by the specific funding used for the promotion.
Attachment B
Fare Program Agreement with Santa Maria Regional Transit operated by the City of Santa Maria
B. Fare Promotions. Fare Promotions are coordinated activities to intentionally waive or reduce transit passenger fares to promote an increase in transit ridership and raise awareness of transit services . Program rules will be developed for each Fare Promotion, which at a minimum shall include the prescribed purpose, rules for transit passenger eligibility and participation, and the period of time the Fare Promotion is available to the public.
C. Fare Promotion Representatives. Provider shall assign a designated representative for the purpose of planning and coordinating Fare Promotions with SBCAG . The SBCAG Fare Promotion Representative shall be Aaron Bonfilio, Director of Multimodal Programs.
D. Planning and Coordination. SBCAG shall prepare upcoming Fare Promotions for Provider’s consideration no less than 30 -days prior to a given Fare Promotion. Provider will coordinate with SBCAG to finalize program rules , passenger eligibility criteria and program length. Provider’s participation is not required in every Fare Promotion that SBCAG will offer.
E. Fare Collection. Eligible passengers shall provide the transit vehicle operator (driver) or the Provider, as may be applicable and determined by Provider, the appropriate proof of eligibility and/or fare payment based on Fare Promotion rules. Subject to Provider’s oversight, policies, procedures, or other written instruments, Provider may require its transit vehicle operator to receive passengers proof of eligibility and/or necessary fare payment. Provider must record the number of participating passengers and may do so by using onboard farebox systems or manual driver tally sheets.
4. Funding and Reimbursement
A. Provider will submit a valid invoice. To be valid the invoice must include a n accounting listing the number of participating transit passenger boardings by rider category and total amount due no more than once a month to the SBCAG.
As backup Provider shall attach the corresponding driver tally sheets , OR, original and untampered farebox system reports for the Fare Promotion period that accurately reflects the number of times valid boardings by route and rider category were recorded.
B. Upon receipt of a valid invoice, SBCAG will reimburse Provider at a rate of their current single-trip cash fare for the associated rider category according to the Fare Promotion program rules. SBCAG will provide the reimbursement within thirty days following acceptance of the valid invoice.
Attachment B
Fare Program Agreement with Santa Maria Regional Transit operated by the City of Santa Maria
C. SBCAG’s failure to discover or object to any unsatisfactory work or billings prior to payment will not constitute a waiver of SBCAG’s right to require Provider to correct work or billings or seek any other legal remedy.
D. Funding Limitation. SBCAG anticipates the following funding amounts for Fare Promotions’ will be available among all Providers participating in the program:
i. SBCAG FY 2025-2026 $75,000
ii. SBCAG FY 2026-2027 $75,000
iii. SBCAG FY 2027-2028 $0
Nothing in this Agreement allows the total aggregated amounts of the FY’s above ($150,000) to be exceeded. SBCAG’s Executive Director may shift funding between FY’s if allowed by the funding stream and if deemed appropriate. If SBCAG anticipates funding will not be available it will promptly notify Provider.
5. No Third Parties of Interest
This Agreement is for the sole benefit of the Parties hereto and no third party, individual, organization, group, firm, or other entity shall have any claim for benefits hereunder.
6. Points of Contact & Notices
Any notice or consent required or permitted to be given under this Agreement shall be given to the primary point of contact in writing, by first -class mail, postage prepaid, or otherwise delivered. Notices or consents provided by mail, shall be deemed to b e received five (5) days following their deposit in the U.S. mail. This section shall not be construed as meaning that Parties agree to service of process except as required by applicable law.
Parties Contact Individual and Information
SBCAG Aaron Bonfilio
Director of Multimodal Programs
260 North San Antonio Road, Suite B
Santa Barbara, CA 93110
[email protected]
Provider Gamaliel Anguiano
Transit Manager, Public Works
110 South Pine Street, Suite 221
Santa Maria, CA 93458
[email protected]
Attachment B
Fare Program Agreement with Santa Maria Regional Transit operated by the City of Santa Maria
7. Indemnification
In lieu of and notwithstanding the pro rata risk allocation which might otherwise be imposed between the Parties pursuant to California Government Code Section 895.6, the Parties agree that all losses or liabilities incurred by a party shall not be shared pro rata but instead all parties agree that pursuant to California Government Code Section 895.4, each of the Parties hereto shall fully indemnify and hold each of the other parties, their officers, board members, employees and agents, harmless from any claim, expense or cost, damage or liability imposed for injury (as defined by California Government Code Section 810.8) occurring by reason of the negligent acts or omissions or willful misconduct of the indemnifying party, its officers, board members, employees or agents, under or in connection with or arising out of any work, authority or jurisdiction delegated to s uch party under this Agreement. No party, nor any officer, board member, employee or agent thereof shall be responsible for any damage or liability occurring by reason of the negligent acts or omissions or willful misconduct of other Parties hereto, their officers, board members, employees or agents, under or in connection with or arising out of any work, authority or jurisdiction delegated to such other parties under this Agreement. The indemnification provisions in this Agreement shall survive any expirat ion or termination of this Agreement.
8. Insurance.
A. Each Party shall maintain its own insurance coverage, through commercial insurance, self-insurance or a combination thereof, against any claim, expense, cost, damage, or liability arising out of the performance of its responsibilities pursuant to this Agreement.
B. Notification of Accidents. Parties shall notify the other Party immediately in the event of any accident or injury arising out of or in connection with this Agreement.
9. Non-Partnership.
This Agreement is not intended by the Parties to constitute or create a joint venture, pooling arrangement, or formal business organization of any kind. The rights and obligations of the Parties shall be only those expressly set forth herein.
10. Agreement and Amendments
In conjunction with the matters considered herein, this Agreement contains the entire understanding of the Parties and there have been no promises, representations, Attachment B
Fare Program Agreement with Santa Maria Regional Transit operated by the City of Santa Maria
agreements, warranties or undertakings by any of the parties, either oral or written, of any character or nature hereafter binding except as set forth herein. This Agreement may be altered, amended or modified only by an instrument in writing, executed by the Parties and by no other means. Each Party waives their future right to claim, contest or assert that this Agreement was modified, canceled, superseded, or changed by any oral agreements, course of conduct, waiver or estoppel.
11. Debarment and Suspension
Provider certifies to SBCAG that it and its employees and principals are not debarred, suspended, or otherwise excluded from or ineligible for, participation in federal, state or local government contracts. Provider certifies that it shall not contract with a contractor to participate in this program that is so debarred or suspended.
12. Conflict of Interest
The Parties covenant that they presently have no employment or interest and shall not acquire any employment or interest, direct or indirect, including any interest in any business, property, or source of income, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement.
Provider agrees to promptly disclose to SBCAG, in writing, any potential conflict of interest. SBCAG retains the right to waive a conflict of interest disclosed if SBCAG determines it to be immaterial, and such waiver is only effective if provided by SBCAG in writing.
13. Records, Audit and Review
The Parties shall keep such business records pursuant to this Agreement as would be kept by a reasonably prudent practitioner of its profession and shall maintain such records for at least four (4) years following the termination of t his Agreement. All accounting records shall be kept in accordance with generally accepted accounting practices. The Parties shall have the right to audit and review all such documents and records at any time during regular business hours or upon reasonable notice. In addition, if this Agreement exceeds ten thousand dollars ($10,000.00) the Parties shall be subject to the examination and audit of the State Auditor General for a period of three (3) years after final payment under the Agreement (Cal. Govt. Code Section 8546.7). The Parties shall participate in any audits and review, whether by SBCAG or the State, at no charge to SBCAG.
If federal, state or other regulatory audit exceptions are made relating to this Agreement, Provider shall reimburse all cost s incurred by SBCAG associated with defending against the audit exceptions or performing any audits or follow-up audits, including but not limited to: audit fees, court costs, attorneys’ fees based upon a Attachment B
Fare Program Agreement with Santa Maria Regional Transit operated by the City of Santa Maria
reasonable hourly Agreement for attorneys in the co mmunity, travel costs, penalty assessments and all other costs of whatever nature. Immediately upon notification from SBCAG, Provider shall reimburse the Agreement of the audit exceptions and any other related costs directly to SBCAG as specified by SBCAG in the notification.
14. Nondiscrimination
The Parties shall comply with Title VI of the Civil Rights Act of 1964, as amended, and with the provisions contained in Title 49, Code of Federal Regulations (CFR), Part 21 through Appendix C and 23 CFR 710.405(b). During the performance of this Agreement, the Parties, for itself, its assignees and successors in interest agrees as follows:
A. Compliance with Regulations. The Parties shall comply with the regulations relative to nondiscrimination in federally-assisted programs of the Department of Transportation (hereinafter, "DOT") 49 CFR Part 21, as they may be amended from time to time (hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of this Agreement.
B. Nondiscrimination. The Parties or contractor(s) shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract.
The Parties shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT-assisted contracts. Failure by the Provider to carry out these requirements is a material breach of this Agreement, which may result in the termination of this Agreement or such other remedy as SBCAG deems appropriate. Provider, with regard to the work performed by it during the Agreement, shall not discriminate on the grounds of race, religion, color, sex, age or national origin in the selection or retention of subcontractors, including procurement of materials and leases of equipment. The P arites shall not participate either directly or indirectly in the discrimination prohibited by Title 49, Code of Federal Regulations, section 21.5, including employment practices when the contract covers a program set forth in Appendix B of the regulations.
C. Solicitations for Contractors including Procurement of Materials and Equipment.
If applicable, i n all solicitations either by competitive bidding or negotiations made by Provider to be performed under this Agreement, including procurement of materials or leases of equipment, each potential contractor or supplier shall be notified by Provider of the obligations under this Agreement, and the Regulations relative to nondiscrimination on the grounds of race, religion, color, sex, age or national origin.
D. Information and Reports . Provider shall provide all information and reports required by the Regulations or directives issued pursuant thereto, and shall Attachment B
Fare Program Agreement with Santa Maria Regional Transit operated by the City of Santa Maria
permit access to its books, records, accounts, other sources of information and its facilities as may be det ermined by SBCAG to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of Provider is in the exclusive possession of another who fails or refuses to furnish this information, Provider shall so certify to SBCAG, and shall set forth what efforts it has made to obtain the information.
E. Sanctions for Noncompliance . In the event of noncompliance with the nondiscrimination provisions of this Agreement, SBCAG shall impose such contract sanctions as i t may determine to be appropriate, including, but not limited to:
i. Withholding of payments under this Agreement until Provider complies, and/or
ii. Cancellation, termination or suspension of the Agreement in whole or in part.
15. Termination
A. For Convenience. Either Party may terminate this Agreement in whole or in part upon thirty (30) days written notice.
B. For Nonappropriation of Funds . Notwithstanding any other provision of this Agreement, in the event that no funds or insufficient funds are appropriated or budgeted by federal, state or local governments, or funds are not otherwise available for payments in the fiscal year(s) covered by the term of this Agreement, then SBCAG will notify Provider of such occurrence and SBCAG may terminate or suspend this Agreement in whole or in part, with or without a prior notice period. Subsequent to termination of this Agreement under this provision, SBCAG shall have no obligation to make payments with regard to the remainder of the term.
C. For Cause. Should Provider default in the performance of this Agreement or materially breach any of its provisions, SBCAG may, at SBCAG's sole option, terminate or suspend this Agreement in whole or in part by written notice. Upon receipt of notice, Provider shall immediately discontinue all program work affected (unless the notice directs otherwise) and notify SBCAG as to the status of its performance. The date of termination shall be the date the notice is received by Provider unless the notice directs otherwise.
D. Upon termination, Provider shall deliver to SBCAG all data, estimates, graphs, summaries, reports, and all other property, records, documents or papers as may have been accumulated or produced by Provider in performing this Agreement, Attachment B
Fare Program Agreement with Santa Maria Regional Transit operated by the City of Santa Maria
whether completed or in process, except such items as SBCAG may, by written permission, permit Provider to retain. Notwithstanding any other payment provision of this Agreement, SBCAG shall reimburse Provider for valid invoices to the date of termination. In no event shall Provider be paid an amount in excess of the full amount under this Agreement. The foregoing is cumulative and shall not affect any right or remedy which SBCAG may have in law or equity.
16. Section Headings
The headings of the several sections, and any table of contents appended hereto, shall be solely for convenience of reference and shall not affect the meaning, construction or effect hereof.
17. Severability
If any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such provision or provisions shall be deemed severable from the remaining provisions hereof, and such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
18. Remedies Not Exclusive
No remedy herein conferred upon or reserved is intended to be exclusive of any other remedy or remedies, and each and every such remedy, to the extent permitted by law, shall be cumulative and in addition to any other remedy given hereunder or now or hereafter existing at law or in equity or otherwise.
19. No Waiver of Default
No delay or omission of any of the Parties to exercise any right or power arising upon the occurrence of any event of default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein; and every power and remedy given by this Agreement shall be exercised from time to time and as often as may be deemed expedient.
20. Successors and Assigns
All representations, covenants and warranties set forth in this Agreement, by or on behalf of, or for the benefit of any or all of the Parties hereto, shall be binding upon and inure to the benefit of such party, its successors and assigns.
Attachment B
Fare Program Agreement with Santa Maria Regional Transit operated by the City of Santa Maria
21. Compliance with Law
The Parties shall, at their sole cost and expense, comply with all SBCAG, Local, State, and Federal ordinances, statutes, and regulations now in force or which may hereafter be in force with regard to this Agreement. Applicable federal laws may include but are not limited to Title 2, Code of Federal Regulations (CFR), Part 200.
22. California Law and Jurisdiction
This Agreement shall be governed by the laws of the State of California. Any litigation regarding this Agreement or its contents shall be filed in the County of Santa Barbara, if in State court, or in the federal district court nearest to Santa Barbara County, if in federal court.
23. Counterparts
This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original; and all such counterparts, or as many of them as the Parties shall preserve undestroyed, shall together constitute one and the same instrument.
24. Authority
All signatories and Parties to this Agreement warrant and represent that they have the power and authority to enter into this Agreement in the names, titles and capacities herein stated and on behalf of any entities, persons, or firms represented or purported to be represented by such entity(ies), person(s), or firm(s) and that all formal requirements necessary or required by any State and/or federal law in order to enter into this Agreement have been fully complied with.
25. Survival
All provisions of this Agreement which by their nature are intended to survive the termination or expiration of this Agreement shall survive such termination or expiration.
26. Precedence
In the event of conflict between the provisions contained in the numbered sections of this Agreement and the provisions contained in the Exhibits, the provisions of the numbered sections shall prevail over those in the Exhibits.
27. Administrative Amendments
Attachment B
Fare Program Agreement with Santa Maria Regional Transit operated by the City of Santa Maria
The SBCAG Executive Director, or designee, is authorized to make immaterial amendments to the Agreement such as updating the Designated Representative, updating addresses for notices, or other clerical error corrections which will not result in a material change to the Agreement, Statement of Work, or total Agreement amount, in accordance with Section 10 and upon review and concurrence by legal counsel.
IN WITNESS WHEREOF, the Parties have executed this Agreement to be effective on the date when fully executed by both Parties.
CITY OF SANTA MARIA (Provider) SANTA BARBARA COUNTY
ASSOCIATION OF GOVERNMENTS
David W. Rowlands Marjie Kirn
City Manager Executive Director
Date: ________________ Date: ________________
APPROVED AS TO FORM:
ATTEST: Rachel Van Mullem
County Counsel
Donna G. Scwartz
Chief Deputy City Clerk
Senior Deputy County Counsel
APPROVED AS TO FORM:
City Attorney
Risk Manager
Attachment B
Fare Program Agreement with Santa Maria Regional Transit operated by the City of Santa Maria
Fare Promotion – Exhibit 1
Title: Santa Maria - Guadalupe Consolidation “Ride Free” Fare Promotion Purpose:
To encourage members of the public in both Guadalupe and Santa Maria to use transit through a “Ride Free” fare promotion by reducing barriers associated with fare payment during the consolidation of the Guadalupe City transit services with the Santa Maria Regional Transit (SMRT) system. Free fare promotions provide incentives to use and raise awareness about public transit. Increased transit use improves air quality, reduces congestion on the road network and mitigates parking and traffic impacts in the local community, improving pedestrian safety.
Description:
Santa Maria Regional Transit (SMRT) shall waive fares for all passengers on all SMRT fixed routes.
Promotion Period:
Monday, June 30, 2025, to Friday, July 11, 2025, during normal service hours.
Reporting:
During this time SMRT will record free fare boardings and report that to SBCAG for reimbursement.
Reimbursement:
SBCAG shall reimburse the transit service provider $1.00 per boarding.
Eligibility:
The promotion is available to all/any rider categories. There are no requirements to board the bus and utilize the free fare promotion. Transit service providers reserve the right to refuse service based on their agency rider code of conduct and/or rules regarding rider behavior.
COUNCIL AGENDA REPORT
TO: Mayor and City Council
FROM: Brett Fulgoni, Director of Public Works
DATE: September 16, 2025
SUBJECT: Adoption of a Resolution Approving a Memorandum of Understanding with the San Luis Obispo Council of Governments and the City of San Luis Obispo for a Pilot Route Express Transit Service between Santa Maria and San Luis Obispo
Description:
The City Council will consider approving a Memorandum of Understanding (MOU) with the San Luis Obispo Council of Governments and the City San Luis Obispo. The MOU establishes a new pilot express transit route connecting Santa Maria to San Luis Obispo.
This pilot service is scheduled to begin on Se ptember 15, 2025, and will operate for two years unless terminated or extended. The service will utilize the City of San Luis Obispo's right-of-way at the Downtown Transit Center.
Environmental Notice: The activity is not a “Project” as defined under Sect ion 15378 of the California Environmental Quality Act State Guidelines; therefore, pursuant to State Guidelines Section 15060(c)(3) no environmental review is required.
RECOMMENDATION:
1. Adopt a Resolution approving a Memorandum of Understanding with the San Luis Obispo Council of Governments and the City of San Luis Obispo for a pilot express transit service between Santa Maria and San Luis Obispo; and
2. Authorize City Manager or designee to execute the M emorandum of Understanding.
BACKGROUND:
For several years, City staff and regional partners have recognized strong demand for increased direct public transit connections between Santa Maria and San Luis Obispo, with the two communities being economically i ntertwined. This corridor is an important transit link, providing access between Santa Maria’s housing stock and San Luis Obispo’s employment centers, educational institutions (e.g. Cal Poly), medical facilities and commercial centers.
San Luis Obispo Council of Governments (SLOCOG), as the Metropolitan Planning Organization (MPO) for the San Luis Obispo (SLO) region, provides regional transportation planning and oversees federal and state transportation funding for San Luis Obispo County. In an effort to improve regional connectivity, Santa Maria Regional Transit 2 (SMRT) has collaborated with SLOCOG and the City of San Luis Obispo to develop an agreement outlining the parameters for a new, dedicated express transit route between the two communities while ensuring there are no adverse impacts on existing SLO County transit services (e.g., SLO RTA). This collaboration has resulted in the proposed MOU
DISCUSSION:
Beginning in September 2025, SMRT will operate a new express fixed-route pilot service from Sa nta Maria and San Luis Obispo. The pilot will run for two years, with direct weekday service during peak commute times in the morning and afternoon. The route will depart from the Santa Maria Crossroads Shopping Center and travel directly to the Downtown Transit Center in San Luis Obispo.
The Memorandum of Understanding (MOU) formalizes each agency's roles, responsibilities, data -sharing protocols, and communication methods during the pilot phase. SMRT will also participate in the SLO RTA Regional Pass Pro gram, allowing passengers to use their existing regional passes on the new route. RTA, which administers the program, will reimburse SMRT for accepted regional passes. Should SMRT determine that the route should become permanent, a new MOU will be developed to outline additional roles and responsibilities for transit operators within San Luis Obispo County.
SMRT will provide monthly performance reports to SLOCOG and San Luis Obispo Transit, including on-time performance, ridership by stop, and customer feedback data.
The pilot service will benefit commuters traveling between Santa Maria and San Luis Obispo, particularly those making weekday morning and evening trips. It is not entirely duplicative of RTA’s Route 10, as it provides nonstop service between the two cities. By offering competitive travel times compared to driving, the direct route is expected to attract additional riders, reduce roadway congestion, and support regional mobility goals. Both SLOCOG and San Luis Obispo staff are supportive of this enhanced transit service.
Alternative(s)
Deny the recommendation: This would prevent the creation of the new route and the fare- sharing agreement. The unmet regional transit need would persist, and the city would miss an opportunity to secure grant funding for this project.
Fiscal Considerations
The City’s Transit Program is an Enterprise Fund sustained solely by State and Federal funding sources that do not compete with General Fund programs. The Transit Program’s budget includes dedicated state and federal funding for this project. Because these funds are based on state and federal appropriation bills, they are considered consistent and ongoing.
Additionally, the MOU outlines that SMRT will retain all fares collected on the pilot route, except for trips paid with the San Luis Obispo Regional Pass, for which SMRT will be reimbursed. This provides an added source of route funding. 3 Impact on the Community
The pilot express service will improve regional m obility by providing a faster, more convenient connection between Santa Maria and San Luis Obispo. It will expand access to jobs, education, medical care, and services, while helping reduce traffic congestion and emissions. The route particularly benefits commuters, students, and residents without personal vehicles.
ATTACHMENT(S)
A. Resolution
B. Memorandum of Understanding
Attachment A
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF SANTA MARIA, CALIFORNIA
APPROVING A MEMORANDUM OF UNDERSTANDING WITH THE
SAN LUIS OBISPO COUNCIL OF GOVERNMENTS AND THE
CITY OF SAN LUIS OBISPO FOR A PILOT EXPRESS TRANSIT
SERVICE BETWEEN SANTA MARIA AND SAN LUIS OBISPO
WHEREAS, the City of Santa Maria operates Santa Maria Regional Transit (SMRT), which provides public transit services to the community; and
WHEREAS, City staff and regional partners have identified a strong demand fo r direct transit service between Santa Maria and San Luis Obispo to improve access to employment, education, medical care, and commercial services; and
WHEREAS, the San Luis Obispo Council of Governments (SLOCOG), as the Metropolitan Planning Organization for the San Luis Obispo region, has collaborated with the City of Santa Maria and the City of San Luis Obispo to support enhanced regional connectivity; and
WHEREAS, a new Memorandum of Understanding (MOU) has been developed to establish a two -year pi lot express transit service between Santa Maria and San Luis Obispo, beginning in September 2025, with defined roles, responsibilities, and performance reporting requirements for the parties involved; and
WHEREAS, the pilot service will provide a direct, competitive transit option during weekday peak commute hours, help reduce roadway congestion, and improve mobility for commuters, students, and residents without access to personal vehicles.
NOW, THEREFORE, IT IS HEREBY RESOLVED by the City Council of t he City of Santa Maria, California, as follows:
SECTION 1. The City Council approves the MOU with the SLOCOG and the City of San Luis Obispo for a pilot express transit service between Santa Maria and San Luis Obispo, and authorizes the City Manager, or designee, to execute the MOU on behalf of the City; and
SECTION 2. The Chief Deputy City Clerk is hereby authorized to make m inor changes herein to address clerical errors, so long as substantial conformance of the intent of this document is maintained. In doing so, the Chief Deputy City Clerk shall consult with the City Manager and City Attorney concerning any changes deemed necessary.
Attachment A
PASSED AND ADOPTED at a regular meeting of the City Council of the City of Santa Maria, California, held this 16th day of September 2025.
ATTEST:
Chief Deputy City Clerk
Mayor
APPROVED AS TO FORM:
_______________________________
City Attorney
APPROVED AS TO CONTENT:
_______________________________
Department Director
_______________________________
City Manager
M
EMORANDUM OF UNDERSTANDING (MOU) FOR PILOT SANTA MARIA TO SAN
LUIS OBISPO EXPRESS TRANSIT SERVICES
Between
S
AN LUIS OBISPO COUNCIL OF GOVERNMENTS
1114 MARSH STREET
SAN LUIS OBISPO, CA 93401
An
d
C
ITY OF SAN LUIS OBISPO
990 PALM STREET
SAN LUIS OBISPO, CA 93401
An
d
S
ANTA MARIA REGIONAL TRANSIT
1303 FAIRWAY DRIVE
SANTA MARIA, CA 93455
T
HIS AGREEMENT is entered into this day of , by the San Luis Obispo Council of Governments, the Metropolitan Planning Organization (MPO) for the San Luis Obispo region pursuant to 23 USC M,L Section 134 of Title, (herein referred to as “SLOCOG”) and between the CITY OF SAN LUIS OBISPO, (herein referred to as “SAN LUIS OBISPO”) and the SANTA MARIA REGIONAL TRANSIT, (hereinafter referred to as “SANTA MARIA”), collectively referred to as “the parties”.
T
HIS AGREEMENT is made between SLOCOG, SAN LUIS OBISPO and SANTA MARIA for the dissemination of information and the coordination of a pilot express service and service planning efforts, fare structures, use of bus stops, and facilitation of transfers.
RE
CITALS:
W
HEREAS, SAN LUIS OBISPO and SANTA MARIA provide general public transit in the counties of San Luis Obispo and Santa Barbara; and, W
HEREAS, Santa Maria will begin to operate a pilot express transit route (SLO 210) beginning September 15, 2025, that will utilize SAN LUIS OBISPO right-of-way at (the Downtown Transit Center located on the 800 block of Osos Street); and, Attachment B
WHEREAS, to efficiently serve the travel demands of each county, each agency agrees to coordinate and cooperate in route planning, scheduling, and disseminating information; and
WHEREAS, SAN LUIS OBISPO and SANTA MARIA desire to enter into this memorandum of understanding for the provision of the pilot express fixed route service between San Luis Obispo and Santa Maria; and
WHEREAS, SLOCOG provides regional transportation planning and oversees Federal and State transportation funding within San Luis Obispo County and has agreed to facilitate communication and performance of this agreement between SAN LUIS OBISPO and SANTA MARIA.
NOW THEREFORE, “the parties” mutually agree as follows:
1. TERM OF AGREEMENT.
A. The term of this AGREEMENT shall be effective September 15, 2025, and will remain in effect for two (2) years or until terminated with or without cause or extended by either party by giving 90 days' written notice to the other party. Any party may terminate this AGREEMENT immediate “for cause” provided the terminating party notifies the other party of the basis for termination and provides the other party with a reasonable opportunity to cure.
2. HOLD HARMLESS AGREEMENTS.
A. In the performance of this AGREEMENT, SAN LUIS OBISPO shall jointly and severally indemnify, defend, and hold harmless SANTA MARIA, its officers, agents and employees against any and all suits, claims, demands, liabilities, losses, and damages, including reasonable attorneys’ fees and costs, arising from or connected with injury to persons or property, or any alleged injury, occurring during the performance of this AGREEMENT and resulting from the negligent or intentional acts or omissions of SAN LUIS OBISPO or its officers, employees or agents (Collectively “Claims”). SAN LUIS OBISPO shall, at its own expense, pay all legal costs, attorneys’ fees, and expenses arising from or related to such Claims, and shall satisfy and discharge any judgment rendered against SANTA MARIA or any of its officers, agents or employees arising from or related to such Claims.
B. In the performance of this AGREEMENT, SANTA MARIA jointly and severally indemnify, defend, and hold harmless SAN LUIS OBISPO, its officers, agents and employees against any and all suits, claims,
demands, liabilities, losses, and damages, including reasonable attorneys’ fees and costs, arising from or connected with injury to persons or property, or any alleged injury, occurring during the performance of this AGREEMENT and resulting from the negligent or intentional acts or omissions of SANTA MARIA or its officers, employees or agents (Collectively “Claims”). SANTA MARIA shall, at its own expense, pay all legal costs, attorneys’ fees, and expenses arising from or related to such Claims, and shall satisfy and discharge any judgment rendered against SAN LUIS OBISPO, or any of its officers, agents or employees arising from or related to such Claims.
C. In performance of this Agreement, SANTA MARIA and SAN LUIS OBISPO shall jointly and severally indemnify, defend, and hold harmless SLOCOG, its officers, agents, and employees from and against any and all suits, claims, demands, liabilities, losses, and damages, including reasonable attorneys' fees and costs, arising from or connected with injury to persons or property, or any alleged injury, occurring during the performance of this AGREEMENT, and resulting from the negligent or intentional acts or omissions of SANTA MARIA, SAN LUIS OBISPO, or their respective officers, employees, or agents (Collectively “Claims”). Both SANTA MARIA and SAN LUIS OBISPO shall, at their own expense, pay all legal costs, attorneys' fees, and expenses arising from or related to such Claims, and shall satisfy and discharge any judgment rendered against SLOCOG or its officers, agents, or employees arising from or related to such Claims.
3. SEVERABILITY
A. Should it be determined by a court of competent jurisdiction that any term, section, or provision of this agreement is void, invalid or unenforceable, the other provisions of this agreement shall remain in full force and effect.
4. GOVERNING LAW
A. This agreement shall be governed by, construed, and enforced in accordance with the laws of the State of California.
5. SERVICE COORDINATION/DATA EXCHANGE
A. Each party shall inform the other of future plans for pilot and/or permanent new routes, schedules, and fares, exclusive of emergencies, within San Luis Obispo County. Any plans by SANTA
MARIA for implementing new or pilot routes, not previously identified in Exhibit 1, must be pre-approved by SAN LUIS OBISPO and SLOCOG prior to implementation. SAN LUIS OBISPO and SLOCOG reserve the right to conduct an analysis of any proposed changes or addition of new routes, schedules and fares. If analysis determines that the contemplated change could adversely impact the SAN LUIS OBISPO’s or other transit services in San Luis Obispo County, SAN LUIS OBISPO and SLOCOG reserve the right to deny such change.
B. SANTA MARIA shall provide, on request by SAN LUIS OBISPO or SLOCOG, data that is readily available including boardings and alightings by stop and passenger load information for all inter-county services operated in between SANTA MARIA AND SAN LUIS OBISPO during the term of this AGREEMENT. Should a data request require extensive efforts, SANTA MARIA shall advise the requesting party of the expected costs; and, if the requesting party still desires the data, it shall so advise Santa Maria which shall provide the data and which may charge a fee to recover its actual costs.
6. SERVICE TO BE OPERATED.
A. SANTA MARIA’s proposed pilot service may not deviate from the agreed upon service route, fare levels, service times, service days, and designated bus stop(s) (as shown in EXHIBIT 1) without prior consent from SAN LUIS OBISPO and SLOCOG. Minor modifications to the service route, fare levels, service times, service days, and/or stop placement can be made without an amendment to this AGREEMENT if approved in writing by the authorized representatives of SAN LUIS OBISPO and SANTA MARIA.
7. CHANGES IN FARE OR SERVICE LEVELS
A. Proposed service changes require ninety (90) days’ written notice from SAN LUIS OBISPO or SANTA MARIA and are subject to the mutual written approval of all parties.
B. Major Service Changes, such as, establishing a new or eliminating a fixed route, realignment of more than 25% of the length of the route, adding or eliminating more than one (1) bus stops, moving a stop more than one quarter of a mile, or changing service span that impacts the agencies existing transit service shall require an amendment to this AGREEMENT.
8. PUBLIC INFORMATION
A. Each party shall cooperate, to the extent feasible, in providing the general public with specific transit information and in advertising of operations of SAN LUIS OBISPO and SANTA MARIA’S services, in
promoting the general use of public transit, and in providing participation and support in required public hearings.
9. REGIONAL PASS/FARES
A. SANTA MARIA agrees to participate in the San Luis Obispo County Regional Pass Program, which means that on the pilot express route operated between Santa Maria and San Luis Obispo, the Regional Day or Month Pass will be an accepted form of payment on the route.
SANTA MARIA will be paid the fare revenue for the San Luis Obispo County Regional Pass for riders of the pilot express route.
B. SANTA MARIA will conduct quarterly surveys or use other means agreed to by the parties to determine the ridership levels of customers using San Luis Obispo County regional passes on SANTA MARIA’s transit system. SANTA MARIA shall provide the quarterly survey results to SAN LUIS OBISPO and SLOCOG
C. SANTA MARIA shall retain all fares or other revenues collected on its pilot route with respect to that service for payments not made with the San Luis Obispo Regional Pass.
D. SANTA MARIA will provide access to the pilot express bus service, without charge, to SAN LUIS OBISPO staff for the purposes of checking/monitoring the bus service performance.
10. BUS STOPS/FACILITY SHARING
A. Each party is responsible for the installation, maintenance, and expenses for bus stop infrastructure.
B. Pilot express routes may utilize existing bus stop infrastructure for signage, provided such signage complies with all applicable SAN LUIS OBISPO Standard Specifications and Engineering Standards.
C. All signage for jointly used bus stops shall be subject to prior approval by SAN LUIS OBISPO before installation.
D. Each Party shall be solely responsible for any claims or damages arising from the installation of its own bus stop signs, posts, or poles.
E. SAN LUIS OBISPO shall provide access to restroom facilities for SANTA MARIA bus drivers at the City Hall Building facility located at 990 Palm Street.
F. All parties agree that SAN LUIS OBISPO vehicles have priority over pilot express transit service parking at the Downtown Transit Center
11. EXHIBITS
A. All exhibits referenced in this AGREEMENT are hereby incorporated into the AGREEMENT as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this AGREEMENT, the terms of this AGREEMENT shall control.
12. NOTICES.
A. Any notice required to be given pursuant to the terms and provisions hereof shall be in writing, and shall be sent by certified or registered mail to:
SAN LUIS OBISPO:
Public Works Director
City of San Luis Obispo
919 Palm Street,
San Luis Obispo, CA 93401
AND
City Clerk
City of San Luis Obispo
990 Palm Street,
San Luis Obispo, CA 93401
SANTA MARIA:
Transit Manager
City of Santa Maria
110 E Cook Street
Santa Maria, CA 93454
AND
SAN LUIS OBISPO COUNCIL OF GOVERNMENTS
Executive Director
City of San Luis Obispo
1114 Marsh Street
San Luis Obispo, CA 93401
13. ENTIRE AGREEMENT.
A. The terms and conditions set forth in this AGREEMENT, including exhibits referenced, constitute the complete and exclusive statement of the agreement between all of the parties with respect to the subject matter hereof, and there are no other representations, promises, warranties, covenants or undertakings with respect thereto and this agreement may not be contradicted by prior or contemporaneous agreements.
IN WITNESS WHEREOF, this AGREEMENT has been executed by the parties hereto, upon the date first above written.
CITY OF SANTA MARIA CITY OF SAN LUIS OBISPO &
SLOCOG
ATTEST:
Mayor
City of Santa Maria
Name
City Clerk
ATTEST:
Erica A. Stewart, Mayor
City of San Luis Obispo
Name
City Clerk
APPROVED AS TO FORM AND
LEGAL EFFECT:
Name
City Counsel
By:
City Attorney
Date:
APPROVED AS TO FORM AND
LEGAL EFFECT:
Name
City Counsel
By:
City Attorney
Date:
By:
SLOCOG Legal Counsel
Date:
SLOCOG
President
SLOCOG Board of Directors
Date:
EXHIBIT 1
Figure 1: Proposed Schedule – Weekdays Only
COUNCIL AGENDA REPORT
TO: Mayor and City Council
FROM: Brett Fulgoni, Director of Public Works
DATE: September 16, 2025
SUBJECT: Adoption of a Resolution Authorizing the Execution of a Master Agreement and Program Supplements for State -Funded Transit Projects with the California Department of Transportation (Caltrans) For Transit and Intercity Rail Capital Program (TIRCP) Funds
Description:
The City Council will consider executing a Master Agreement with Caltrans for the allocation of the Transit Program’s previous award of CA SB -125 and Transit & Intercity Rail Capital Program (TIRCP) grant funds in the amount of $17,544,169. These funds will be used for an Over-the-Road Coach, Bus Rapid Transit, an Administrative Facility, and Electric Vehicle infrastructure projects.
Environmental Notice: The activity is not a “Project” as defined under Section 15378 of the California Environmental Quality Act State Guidelines; therefore, pursuant to State Guidelines Section 15060(c)(3) no environmental review is required. Further, California State Bill 2922 (SB922) exempts transit projects from having to conduct the CEQA analysis until 2030.
RECOMMENDATION:
1. Adopt a Resolution authorizing the execution of a Master Agreement, and Program Supplements for State-Funded Transit Projects with the California Department of Transportation (Caltrans); and
2. Authorize City Manager or designee to execute agreement.
BACKGROUND:
Transit and Intercity Rail Capital Program (TIRCP) is a statewide program that provides funding to transit agencies for capital improvements that reduce greenhouse gas emissions, expand and improve transit service, and integrate the rail and transit networks.
As noted at the May 6, 2025, Santa Maria City Council meeting, Santa Maria was awarded a total of $17,544,169 through a combination of formula-based California Senate Bill 125 (SB-125) funds and competitive discretionary TIRCP funds.
The statutes related to state -funded transit projects require a local or regional implementing agency, such as the City of Santa Maria, to execute a Master Agreement with Caltrans before it can be reimbursed for project expenditures. This Master 2 Agreement serves as the overarching contractual framework governing the administration and reimbursement of state transit funds.
DISCUSSION:
Caltrans utilizes Master Agreements for State -Funded Transit Projects, along with associated Program Supplements, to administer and reimburse state transit funds to local agencies. The Master Agreement outlines the general terms and conditions applicable to all state -funded transit projects the City may undertake with Caltrans. Each specific project awarded through programs like TIRCP will then have a corresponding Program Supplement that details the specific scope, budget, schedule, and other project -specific requirements.
Execution of this Master Agreement is a prerequisite for the City to access and receive TIRCP funds awarded. Without an executed Master Agreement, Caltrans cannot disburse funds, regardless of the City's successful grant application. The proposed Resolution delegates authority to the City Manager, or designee, to execute this Master Agreement, all Award Agreements, and all Program Supplements, and any amendments thereto. This delegation streamlines the administrative process, allowing the City to promptly enter into agreements for awarded funds, thereby avoiding delays in project implementation and reimbursement.
By adopting the recommended Resolution, the City Council affirms the City's commitment to comply with all conditions and requirements set forth in these agreements and applicable statutes, regulations, and guidelines for all state-funded transit projects.
Santa Maria Regional Transit Projects
As presented to City Council on May 6, 2025, TIRCP funds were awarded to Santa Maria Regional Transit (SMRT) for broader scale deployment of zero emission vehicles, construction of associated charging infrastructure, the development of transformative transit models (e.g. Bus Rapid Tr ansit), and the purchase and/or construction of administrative facilities necessary to support rapidly expanding transit programs throughout the County. SMRT is ready to move forward with these projects.
Santa Maria Regional Transit Projects
SMRT Project
SB-125
Formula
TIRCP
Competitive
Project
Total
Electric Over the Road Bus and Charger $1,472,428 $1,472,428 Facility Build/Improvement $2,800,000 $9,500,000 $12,300,000 Opportunity Charging $1,071,741 $1,071,741
Bus Rapid Transit $1,200,000 $1,500,000 $2,700,000
Grant Total $17,544,169
3 Alternative(s)
City Council may elect not to accept the allocation of TIRCP funds; however, this course is not recommended as it would forgo a significant one -time opportunity for the transit program to supplement its ongoing and increasing capital expenditures.
Fiscal Considerations
There is no direct fiscal impact associated with the execution of the Master Agreement itself, as it is an administrative document. However, execution of this agreement is essential for the City to receive and expend awarded TIRCP funds. The specific fiscal impact related to future TIRCP projects will be detailed in individual staff reports accompanying each Program Supplement or Award Agreement for specifi c projects. All expenditures will be within the scope of awarded grant funds and approved project budgets.
Impact on the Community
There are no anticipated impacts to the community as this is an administrative item.
ATTACHMENT(S)
A. Resolution
B. Agreement
Attachment A
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF SANTA MARIA, CALIFORNIA
AUTHORIZING THE EXECUTION OF A MASTER AGREEMENT,
AND PROGRAM SUPPLEMENTS FOR STATE-FUNDED
TRANSIT PROJECTS WITH THE CALIFORNIA DEPARTMENT
OF TRANSPORTATION (Caltrans)
WHEREAS, the City of Santa Maria may receive state funding from the California Department of Transportation (Department) now or sometime in the future for transit projects; and
WHEREAS, substantial revisions were made to the programming and funding process for the transportation projects programmed in the Transit and Intercity Rail Capital Program, by Chapter 36 (SB 862) of the Statutes of 2014; and
WHEREAS, the statutes related to state -funded transit projects require a local or regional implementing agency to execute an agreement with the Department before it can be reimbursed for project expenditures; and
WHEREAS, the Department utilizes Master Agreements for State-Funded Transit Projects, along with associated Program Supplements, for the purpose of administering and reimbursing state transit funds to local agencies; and
WHEREAS, the City of Santa Maria wishes to delegate authorization to execute these agreements and any amendments thereto to the City Manager or designee.
NOW, THEREFORE, IT IS HEREBY RESOLVED by the City Council of the City of Santa Maria, California, as follows:
SECTION 1. Authorize City Manager, or designee , to execute the Master Agreement, all Award Agreements, and all Program Supplements for State -Funded Transit Projects and any Amendments thereto with the California Department of Transportation; and
SECTION 2 . The fund recipient agrees to comply with all conditions and requirements set forth in this agreement and applicable statutes, regulations and guidelines for all state-funded transit projects.
SECTION 3. The Chief Deputy City Clerk is hereby authorized to make m inor changes herein to address clerical errors, so long as substantial conformance of the intent of this document is maintained. In doing so, the Chief Deputy City Clerk shall consult with the City Manager and City Attorney concerning any changes deemed necessary.
//
Attachment A
PASSED AND ADOPTED at a regular meeting of the City Council of the City of Santa Maria, California, held this 16th day of September 2025.
ATTEST:
Chief Deputy City Clerk
Mayor
APPROVED AS TO FORM:
_______________________________
City Attorney
APPROVED AS TO CONTENT:
_______________________________
Department Director
_______________________________
City Manager
Attachment B
Santa Maria Regional Transit
Master Agreement No. 64SantaMariaMA
8/26/2025 Page 1
California State Transportation Agency
Transit and Intercity Rail Capital Program
Grant Recipient:
Santa Maria Regional Transit
CalSTA Transit and Intercity Rail Capital Program Administered by:
California Department of Transportation
Division of Local Assistance
1120 N Street, Room 3300
Santa Maria Regional Transit
Master Agreement No. 64SantaMariaMA
P.O. Box 942874, MS-39
Sacramento, California 94274-0001
TABLE OF CONTENTS
RECITALS ___________________________________________________________________________________________ 4 ARTICLE I - DEFINITIONS __________________________________________________________________________ 5 ARTICLE II – TIRCP PROJECTS AND ADMINISTRATION ____________________________________________ 7 Section 1. TIRCP Projects and Project Management ____________________________________________ 7 Section 2. Program Supplement ________________________________________________________________ 8 A. General __________________________________________________________________________________ 8 B. Project Overrun _______________________________________________________________________ 10 C. Cost Savings and Project Completion _________________________________________________ 10 D. Scope of Work ________________________________________________________________________ 11 E. Program Supplement Amendments __________________________________________________ 11 Section 3. Allowable Costs and Payments ____________________________________________________ 11 A. Allowable Costs and Progress Payment Invoice ______________________________________ 11 B. Final Invoice ___________________________________________________________________________ 12 ARTICLE III – GENERAL PROVISIONS _____________________________________________________________ 12 Section 1. Funding ____________________________________________________________________________ 12 Section 2. Audits and Reports ________________________________________________________________ 12 A. Cost Principles ________________________________________________________________________ 12 B. Record Retention _____________________________________________________________________ 13 C. Reporting Requirements ______________________________________________________________ 14 Section 3. Special Requirements ______________________________________________________________ 16 A. California Transportation Commission Resolutions ___________________________________ 16 B. Recipient Resolution __________________________________________________________________ 16 C. Termination ___________________________________________________________________________ 17 D. Third Party Contracting _______________________________________________________________ 18 E. Change in Funds and Terms/Amendments ___________________________________________ 18 F. Project Ownership ____________________________________________________________________ 18 G. Disputes _______________________________________________________________________________ 20 H. Hold Harmless and Indemnification __________________________________________________ 21 I. Labor Code Compliance ______________________________________________________________ 22 J. Non-Discrimination Clause ___________________________________________________________ 22 K. State Fire Marshal Building Standards Code __________________________________________ 23 L. Americans with Disabilities Act _______________________________________________________ 23 M. Access for Persons with Disabilities ___________________________________________________ 23 N. Disabled Veterans Program Requirements ___________________________________________ 24 Santa Maria Regional Transit
Master Agreement No. 64SantaMariaMA
O. Environmental Process ________________________________________________________________ 24 P. Force Majeure _________________________________________________________________________ 24 ARTICLE IV – MISCELLANEOUS PROVISIONS ____________________________________________________ 25 Section 1. Miscellaneous Provisions __________________________________________________________ 25 A. Successor Acts ________________________________________________________________________ 25 B. Successor and Assigns to the Parties _________________________________________________ 25 C. Notice _________________________________________________________________________________ 25 D. Amendment ___________________________________________________________________________ 26 E. Representation and Warranties of the Parties ________________________________________ 26 F. Construction, Number, Gender and Captions _________________________________________ 27 G. Complete Agreement _________________________________________________________________ 28 H. Partial Invalidity _______________________________________________________________________ 28 I. Conflicts _______________________________________________________________________________ 28 J. Counterparts __________________________________________________________________________ 28 K. Governing Law ________________________________________________________________________ 28 Appendix A - TIRCP PROGRAM GUIDELINES AND DEPARTMENT DELEGATION ________________ 30 Appendix B - RECIPIENT'S RESOLUTION _________________________________________________________ 32
Santa Maria Regional Transit
Master Agreement No. 64SantaMariaMA
STATE OF CALIFORNIA
DEPARTMENT OF TRANSPORTATION
Effective Date of this Agreement: August 31, 2025 or upon final signature, whichever is later
Termination Date of this Agreement: August 31, 2035
Recipient: Santa Maria Regional Transit
Application Funding: The Greenhouse Gas Reduction Fund, Senate Bill 1 Fund, and General Fund are the applicable funding
sources covered by this Agreement and will be
identified in each specific Program Supplement ,
adopting the terms of this Agreement.
RECITALS
1. WHEREAS, The Global Warming Solutions Act of 2006, codified at Cal. Health & Safety C. § 38500 et seq. (the “Act”) (Assembly Bill [AB] 32, Nunez, Chapter 488) created a comprehensive program to reduce greenhouse gas emissions in California. The Act required California to reduce greenhouse gases to 1 990 levels by 2020, and to maintain and continue reductions beyond 2020. In March 2012, Governor Brown signed Executive Order B‐16‐2012 affirming a long‐range climate goal for California to reduce greenhouse gases from the transportation sector to 80 percent below 1990 levels by 2050.
2. WHEREAS, the Cap‐and‐Trade Program is a key element in California’s climate plan.
It creates a limit on the emissions from sources responsible for 85 percent of California’s greenhouse gas emissions, establishes the price sign al needed to drive long ‐term investment in cleaner fuels and more efficient use of energy, and gives covered entities flexibility to implement the lowest‐cost options to reduce greenhouse gas emissions.
3. WHEREAS, in 2012, the Legislature passed and Governor Brown signed into law three bills, AB 1532 (Pérez, Chapter 807, Statutes of 2012), Senate Bill (SB) 535 (De León, Chapter 830, Statutes of 2012), and SB 1018 (Budget and Fiscal Review Committee, Chapter 39, Statutes of 2012), that established the Greenhou se Gas Reduction Fund (GGRF) to receive proceeds from the distribution of allowances via auction and provided the framework for how those auction proceeds will be appropriated and expended. These statutes require that expenditures from the GGRF be used to facilitate the achievement of greenhouse gas emission reductions and further the purposes of the Act.
Santa Maria Regional Transit
Master Agreement No. 64SantaMariaMA
4. WHEREAS, in 2017, the Legislature passed and Governor Brown signed into law the Road Repair and Accountability Act of 2017 SB 1, which directed additional funding to the Transit and Intercity Rail Capital Program (TIRCP).
5. WHEREAS, TIRCP is funded pursuant to Public Resources Code section 75220 et seq. and Health and Safety Code section 39719 et seq.
6. WHEREAS, a s directed by Cal. Pub. Resources C. §§ 75223, 75224 , CalSTA has established and updated TIRCP Program Guidelines that describe the policy, standards, criteria, and procedures for the development, ado ption and management of the TIRCP Program.
7. WHEREAS, Recipient submitted an application , been evaluated and selected by CalSTA in accordance with the TIRCP Program Guidelines.
8. WHEREAS, on August 17, 2015, CalSTA delegated the administration of the TIRCP Program to the Department pursuant to the TIRCP Program Guidelines and the Department’s policies and procedures for the administration of similar grant programs.
9. NOW THEREFORE, in consideration of the recitals and the rights, duties and covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree to the following:
10. This Agreement, entered into effective as of the date set forth above, is between the signatory public entity identified hereinabove, (hereinafter referred to as Recipient), and the STATE OF CALIFORNIA, acting by and through the California Department of Transportation (hereinafter referred to as DEPARTMENT), and subject to the approval of the California State Transportation Agency (CalSTA).
ARTICLE I - DEFINITIONS
The terms defined in thi s Article I shall for all purposes of this Agreement have the meanings specified herein.
1.1 “Act” refers to the Global Warming Solutions Act of 2006 (the “Act”) (Assembly Bill [AB] 32, Nunez, Chapter 488) codified at Cal. Health & Safety C. §§ 38500 et seq.
1.2 “Agreement” shall mean this Agreement, inclusive of all appendices and Program Supplements, whereby the Department, on behalf of CalSTA, and pursuant to the Act and as set forth herein, administers the TIRCP Program.
Santa Maria Regional Transit
Master Agreement No. 64SantaMariaMA
1.3 “Award Agreement” shall mean a pro ject-specific subcontract to this agreement executed following Project award and may include Project specific information, expected outcomes, and deliverables.
1.4 “California Department of Transportation” or “Caltrans” or “Department” or “State” means the State of California, acting by and through its Department of Transportation of the State of the State of California , and any entity succeeding to the powers, authorities and responsibilities of the Department invoked by or under this Agreement or the Program Supplements.
1.5 “California Transportation Commission” or “CTC” shall refer to the commission established in 1978 by Assembly Bill 402 (Chapter 1106, Statutes of 1977).
1.6 “Effective Date” means the date set forth on page 4 of this Agreement.
1.7 “Greenhouse Gas Reduction Funds” or “GGRF” shall mean the funds subject to Chapter 26, Statu tes of 2014, authorizing the State to fund capital improvements and operational investments for California’s transit systems and intercity, commuter, and urban rail systems.
1.8 “Senate Bill 1” or “SB 1” shall mean the funds subject to Chapter 5, Statutes of 2017, authorizing the State to fund capital improvements and investments for California’s transit systems and intercity, commuter, and urban rail systems.
1.9 “General Fund” shall mean the funds subject to Chapters 21, 69, and 240, Statutes of 2021, authorizing the State to fund capital improvements and investments for California’s transit systems and intercity, commuter, and urban rail systems.
1.10 “Overall Funding Plan” has the meaning set forth in Article II, Section 2(A)(5)(c).
1.11 “Program Guidelines” shall mean the policy, standards, criteria, and procedures for the development, adoption and management of the TIRCP Projects established by CalSTA and provided in Appendix A.
1.12 “Program Supplement” shall mean a project-specific subcontract to this Agreement that is executed following a CTC approved action and includes all Project specific information needed to encumber funding and shall include expected outcomes and deliverables. Also referred to as Project Supplement Agreement.
1.13 “Program Supplement Last Expenditure Date” and refers to the last date for Recipient to incur valid Project costs or credits.
Santa Maria Regional Transit
Master Agreement No. 64SantaMariaMA
1.14 “Program Supplement Termination” shall occur when the Recipient’s obligations have been fully performed as set forth in Article II, Section 2D and Article III, Section 3(C)(2) or when terminated by convenience as set forth in Article III, Section 3(C)(1).
1.15 “Project” shall mean the project identified in Recipient’s application.
1.16 “Project Closeout Report” shall have the meaning set forth in Article II, Section 3(B).
1.17 “Project Financial Plan” shall have the meaning set forth in Article II, Section 2(A)(5)(d).
1.18 “Progress Payment Invoice” shall have the meaning set forth in Article II, Section 3A.
1.19 “Project Schedule” has the meaning set forth in Article II, Section 2(A)(5)(b).
1.20 “Scope of Work” has the meaning set forth in Article II, Section 2(A)(5)(a).
1.21 “Secretary” shall mean the Secretary of the California State Transportation Agency (CalSTA). Unless the context otherwise requires, any reference to the Secretary includes CalSTA and its officers and employees.
1.22 “State” shall mean the State of California.
1.23 “TIRCP Projects” shall mean projects that are selected and funded pursuant to the Transit and Intercity Rail Capital Program.
ARTICLE II – TIRCP PROJECTS AND ADMINISTRATION
Section 1. TIRCP Projects and Project Management
1. TIRCP Projects, pursuant to the Act, are established by CalSTA in accordance with the TIRCP Program Guidelines. Under delegation from CalSTA, the Department will administer the TIRCP Program in accordance with the TIRCP Program Guidelines and best management practices identified in the administration of similar Department grant programs.
2. By this reference, TIRCP Program Guidelines are made an express part of this Agreement and shall apply to each TIRCP Program funded Project as may be amended or updated. Recipient will cause its specific TIRCP mandated Resolution to be attached as part of any TIRCP funded Program Supplement as a condition precedent to the acceptance of GGRF, SB 1, and/or General Funds (upon availability and allocation) , for such project.
Santa Maria Regional Transit
Master Agreement No. 64SantaMariaMA
3. All inquiries during the term of this Agreement and any applicable Program Supplement will be directed to the project representatives identified below:
State’s Project Administrator:
Department of Transportation
Cinthia Spitaleri
Branch Chief,
Capital Projects Central Branch
Phone: (916) 764-2514
Email: [email protected]
Recipient’s Project Administrator:
Santa Maria Regional Transit
Gamaliel Anguiano
Transit Manager
(805) 925-0951 ext. 2480
Email:[email protected]
Section 2. Program Supplement
A. General
1. This Agreement shall have no force and effect with respect to the Project unless and until a separate Project specific program supplement hereinafter referred to as “Program Supplement,” adopting all of the terms and conditions of this Agreement has been fully executed by both State and Recipient.
2. Recipient agrees to complete the defined scope of work for the Project, described in the Program Supplement adopting all of the terms and conditions of this Agreement.
3. A financial commitment of actual funds will only occur in each detailed and separate Program Supplement. No funds are obligated by the prior execution of this Agreement alone.
4. Recipient further agrees, as a condition t o the release and payment of the funds encumbered for the scope of work described in each Program Supplement, to comply with the terms and conditions of this Agreement and all the agreed -upon special covenants and conditions attached to or made a part of t he Program Supplement identifying and defining the nature of that specific scope of work.
5. The Program Supplement shall include a detailed scope of work , which shall include but not be limited to, a Project Description, a Project Schedule, an Overall Funding Plan, and a Project Financial Plan as required in the TIRCP Program Guidelines. a. The Scope of Work shall include a detailed description of the Project and will itemize the major tasks and their estimated costs.
Santa Maria Regional Transit
Master Agreement No. 64SantaMariaMA
b. The Project Schedule shall include major tasks and/or milestones and their associated beginning and ending dates and duration.
c. The Overall Funding Plan shall itemize the various Project Components, the committed funding program(s) or source(s), and the matching funds to be provided by Recipient and/or other funding sources, if any [these Components include Environmental and Permits; Plans, Specifications and Estimates (PS&E); Right -of-Way (ROW); and Construction (including transit vehicle acquisition)].
d. The Project Financial Plan shall identify estimated expenditures for the Project Component by funding source, provided that for the purposes of this Agreement the State is only monitoring compliance for expenditures for the TIRCP, including but not limited to GGRF, SB 1 and/or General Funds allocated for the Project Component.
6. Adoption and execution of the Program Supplement by Recipient and State, incorporating the terms and conditions of this Agreement into the Program Supplement as though fully set forth therein, shall be sufficient to bind Recipient to these terms and conditions when performing the Project. Unless otherwise expressly delegated to a third- party in a resolution by Recipient’s governing body, which delegation must be expressly assented to and concurred in by State, the Program Supplement shall be managed by Recipient.
7. The estimated cost and scope of the Project will be as described in the applicable Program Supplement . The State shall not participate in any fundin g for the Project beyond those amounts actually encumbered by the STATE as evidenced in the applicable Program Supplement unless the appropriate steps are followed and approval is granted by the CTC as described below.
8. Upon the stated expiration date of t his Agreement, any Program Supplement executed under this Agreement for the Project with obligations yet to be completed pursuant to the approved Project Schedule, deliverables, and reporting requirements shall be deemed to extend the term of this Agreement only to conform to the specific Project termination or completion date , including completion of deliverables and reporting requirements, contemplated by the applicable Program Supplement to allow that uncompleted Project to be administered under the extended terms and conditions of this Agreement.
9. Total project cost includes the cost of a project for all phases (Plans, Specifications, and Estimates (PS&E), Project Approval and Environmental Document (PA&ED) Right-of- Way (ROW), and Construction (CON) including rolling stock) of a Project from start to finish.
Santa Maria Regional Transit
Master Agreement No. 64SantaMariaMA
B. Project Overrun
1. If Recipient or the State determine, at any time during the performance of the Project, that the Project budget may be exceeded, Recipient shall take the following steps:
a. Notify the designated State representative of the nature and projected extent of the overrun and, within a reasonable period thereafter, identify and quantify potential cost savings or other measures which Recipient will institute to bring the Project Budget into balance; and
b. Identify the source of additional Recipient or other third -party funds that can be made available to complete Project. Recipient agrees that the allocation of the GGRF, SB 1 and/or General Funds is subject to the allocation propo sed by the CalSTA, submitted by the State, and approved by the CTC.
C. Cost Savings and Project Completion
1. Recipient is encouraged to evaluate design and construction alternatives that would mitigate the costs of delivering the commitments for the Project. Re cipient shall take all steps necessary on a commercially reasonable basis that would generally be taken in accordance with best management practices. In determining cost savings, the Parties shall take into account all avoided costs, including avoided des ign, material, equipment, labor, construction, testing, acceptance and overhead costs and avoided costs due to time savings, and all the savings in financing costs associated with such avoided costs.
2. If there is an identification and implementation of any CalSTA approved alternative resulting in reduction of the Project costs, the parties agree that the recipient shall provide a prorated share of Project or TIRCP funded Project component cost savings based on the overall project match to the Department no later than 30 days after the submission of the final invoice. Subject to CalSTA’s approval, savings may be used towards another project component or towards increasing project benefits that are consistent with the original project award while maintaining the overall project match referenced in the project award and program supplements.
3. Program supplements will indicate the Project or Component proration of funding match.
4. The Recipient agrees to complete the Project and accepts sole responsibility for the payment of any cost increases. If either the Project or the funded components are not completed, the Recipient shall bear the burden of full TIRCP funds reimbursement to the Department.
Santa Maria Regional Transit
Master Agreement No. 64SantaMariaMA
D. Scope of Work
1. Recipient shall be responsible for complete performance of the work described in the approved Program Supplement for the Project related to the commitment of encumbered funds. All work shall be accomplished in accordance with t he applicable provisions of the Act, Public Utilities Code, the Streets and Highways Code, the Government Code, and other applicable statutes and regulations.
2. Recipient acknowledges and agrees that Recipient is the sole control and manager of the Project and its subsequent employment, operation, repair and maintenance for the benefit of the public. Recipient shall be solely responsible for complying with the funding and use restrictions established by (a) the statutes from which the GGRF,SB1, and General Funds are derived, (b) the CTC, (c) the State Treasurer, (d) the Internal Revenue Service, (e) the applicable Program Supplement, and (f) this Agreement.
3. Recipient acknowledges and agrees that the Recipient is responsible for complying with all reporting requirements established by the TIRCP Guidelines and California Air Resource Board (CARB) Funding Guidelines.
E. Program Supplement Amendments
Program Supplement amendments will be required whenever there are CalSTA or CTC approved actions, including but not limited to, Financial Allocations, Financial Allocation Amendments, Time Extensions and Technical Corrections . These changes shall be mutually binding upon the Parties only following the execution of a Program Supplement amendment.
Section 3. Allowable Costs and Payments
A. Allowable Costs and Progress Payment Invoice
1. Not more frequently than once a month, Recipient will prepare and submit to State signed Progress Payment Invoice for actual Project costs incurred and paid for by Recipient consistent with the allocation and Scope of Work document in the Program Supplement and State shall pay those uncontested allowable costs once the invoice is reviewed and approved by the Department, subject to CalSTA’s approval. If no costs were incurred during any given quarter, Recipient is exempt from submitting a signed Progress Payment Invoice.
2. State shall not be required to reimburse more funds, cumulatively, per quarter of any fiscal year greater than the sums identified and included in the Project Financial Plan.
The State shall hold the right to determine reimbursement availability based on an Santa Maria Regional Transit
Master Agreement No. 64SantaMariaMA
approved expenditure plan and TIRCP anticipated or actual fundi ng capacity. Each such invoice will report the total of Project expenditures from GGRF, SB 1 and/or General Funds (including those of Recipient and third parties) and will specify the percent of State reimbursement requested and the GGRF, SB 1 and/or General Funds source.
B. Final Invoice
The Program Supplement Last Expenditure Dates(s) refer to the last date for Recipient to incur valid Project costs or credits. Recipient has one hundred and eighty (180) days after that Last Expenditure Date to make already incurred final allowable payments to Project contractors or vendors, prepare the Project Closeout Report, and submit the final invoice to State for reimbursement of allowable Project costs before those remaining State funds are unencumbered and those funds are reverted as no longer available to pay any Project costs. Recipient expressly waives any right to allowable reimbursements from State pursuant to this Agreement for costs incurred after that termination date and for costs invoiced to Recipient for payment after that one hundred and eightieth (180 th) day following the Project Last Expenditure Date.
ARTICLE III – GENERAL PROVISIONS
Section 1. Funding
1. Recipient agrees to contribute at least the statutorily or other required local contribution of matching funds (other than State or federal funds), if any is specified within the Program Supplement or any appendices thereto, toward the actual cost of the Project or the amount, if any, specified in any executed SB 2800 (Streets and Highways Code Section 164.53) Agreement for local match fund credit, whichever is greater.
Recipient shall contribute not less than its required match amount toward the Project cost in accordance with a schedule of payments as shown in the Project Financial Plan prepared by Recipient and approved by State as part of a Program Supplement.
Section 2. Audits and Reports
A. Cost Principles
1. Recipient agrees to comply with Title 2 Code of Federal Regulations 200 (2 CFR 200) Uniform Administrative Requirements , Cost Principles for State and Local Government, and Audit Requirements for Federal Awards.
2. Recipient agrees, and will assure that its contractors and subcontract ors will be obligated to follow 2 CFR 200 and which shall be used to determine the allowability of Santa Maria Regional Transit
Master Agreement No. 64SantaMariaMA
individual Project cost ite ms. Every sub-recipient receiving Project funds as a contractor or sub-contractor under this Agreement shall comply with 2 CFR 200.
3. Any Project costs for which Recipient has received payment or credit that are determined by subsequent audit to be unallowable under 2 CFR 200, are subject to repayment by Recipient to State. Should Recipient fail to reimburse moneys due State within thirty (30) days of demand, or within such other period as may be agreed in writing between the Parties hereto, State is authorized to intercept and withhold future payments due to Recipient from State or any third-party source whose funding passes through the State, including but not limited to, the State Treasurer, the State Controller and the CTC.
4. The State may terminate the grant for any reason at any time if it is determined by the State, based on an audit under this section, that there has been a violation of any State or federal law or policy by the Recipient during performance under this or any other grant agreement or contract entered into with the State. If the grant is terminated under this section, the Recipient may be required to fully or partially repay funds.
B. Record Retention
1. Recipient agrees, and will assure that its contractors and subcontractors shall establish and maintain an accounting system and records that properly accumulate and segregate incurred Project costs and matching fu nds by line item for the Project. The accounting system of Recipient, its contractors and all subcontractors shall conform to Generally Accepted Accounting Principles (GAAP), enable the determination of incurred costs at interim points of completion, and provide support for reimbursement payment vouchers or invoices. All accounting records and other supporting papers of Recipient, its contractors and subcontractors connected with Project performance under this Agreement and each Program Supplement shall be maintained for a minimum of three (3) years from the date of final payment to Recipient under a Program Supplement and shall be held open to inspection, copying, and audit by representatives of State, the California State Auditor, and auditors re presenting the federal government. Copies thereof will be furnished by Recipient, its contractors, and subcontractors upon receipt of any request made by State or its agents. In conducting an audit of the costs and match credits claimed under this Agreement, State will rely to the maximum extent possible on any prior audit of Recipient pursuant to the provisions of federal and State law. In the absence of such an audit, any acceptable audit work performed by Recipient’s external and internal auditors may be relied upon and used by State when planning and conducting additional audits.
2. For the purpose of determining compliance with Title 21, California Code of Regulations, Section 2500 et seq., when applicable, and other matters connected with the Santa Maria Regional Transit
Master Agreement No. 64SantaMariaMA
performance of Recipient’s contracts with third parties pursuant to Government Code section 8546.7, Recipient, Recipient’s contractors and subcontractors, and State shall each maintain and make available for inspection all books, documents, papers, accounting records, and other evidence pertaining to the performance of such contracts, including, but not limited to, the costs of administering those various contracts. All of the above referenced parties shall make such Agreement and Program Supplement materials available at their respective offices at all reasonable times during the entire Project period and for three (3) years from the date of final payment to Recipient under any Program Supplement. State, the California State Auditor, or any duly authorized represent ative of State or the United States Department of Transportation, shall each have access to any books, records, and documents that are pertinent to the Project for audits, examinations, excerpts, and transactions, and Recipient shall furnish copies thereof if requested.
3. Recipient, its contractors and subcontractors will permit access to all records of employment, employment advertisements, employment application forms, and other pertinent data and records by the State Fair Emplo yment Practices and Housing Commission, or any other agency of the State of California designated by State, for the purpose of any investigation to ascertain compliance with this Agreement and the Act.
C. Reporting Requirements
1. Reporting requirements of Recipient will include whether reported implementation activities are within the scope of the Project Program Supplement and in compliance with State laws, regulations, and administrative requirements.
2. TIRCP Progress Reporting shall be no more frequently than monthly and no less frequently than quarterly at the discretion of the State and shall generally include the following information;
a. Activities and progress made towards implementation of the project during the reporting period and activities anticipated to take place in the next reporting period; b. Identification of whether the Project is proceeding on schedule and within budget;
c. Identification of whether the Project Deliverables are proceeding on schedule.
d. Identification of changes to the Project funding plan, milestone schedule, or deliverables completion date;
Santa Maria Regional Transit
Master Agreement No. 64SantaMariaMA
e. Any actual or anticipated problems which could lead to delays in schedule, increased costs or other difficulties for either the Project or other Sta te funded projects impacted by the Project’s scope of work and the efforts or activities being undertaken to minimize impacts to schedule, cost, or deliverables;
3. CARB Reporting shall be no more frequently than monthly and no less frequently than semiannually at the discretion of CARB and shall include the following information (subject to modification by CARB);
a. Identify metrics and benefits achieved for disadvantaged communities, low income communities, and/or low-income households;
b. continued reporting foll owing project implementation to identify benefits achieved.
c. Any and all other requirements instituted by CARB.
4. Within one year of the Project or reportable Project components becoming operable, the implementing agency must provide a final delivery report i ncluding at a minimum:
a. Scope of completed Project as compared to Programmed Project; b. Performance outcomes derived from the project as compared to outcomes described in the Project application and shall include but not be limited to before and after measurements and estimates for ridership, service levels, greenhouse gas reductions, updated estimated greenhouse gas reductions over the life of the project, benefits to disadvantaged communities, low income communities, and/or low income households, and project co-benefits as well as an explanation of the methodology used to quantify the benefits.
c. Before and after photos documenting the project
d. The final costs as compared to the approved project budget by component and fund type, and an estimate of the TIRCP fun ds spent to benefit disadvantaged communities, low-income communities, and/or low-income households, and e. The project duration as compared to the project schedule in the project application.
Santa Maria Regional Transit
Master Agreement No. 64SantaMariaMA
Section 3. Special Requirements
A. California Transportation Commission Resolutions
1. Recipient shall adhere to applicable CTC policies on “Timely Use of Funds” as stated in Resolution G -06-04, adopted April 26, 2006, addressing the expenditure and reimbursement of GGRF, SB 1 and/or General Funds. These resolutions, and/or successor resolutions in place at the time a Program Supplement is executed, shall be applicable to GGRF, SB 1 and/or General Funds, respectively.
2. Recipient shall be bound to the terms and conditions of this Agreement, the Project application contained in the Program Supplement (as applicable); and CTC Resolutions G-06-04, G-09-11 and/or their respective successors in place at the time the Program Supplement is signed (as applicable) and all restrictions, rights, duties and obligations established therein on behalf of State and CTC shall accrue to the benefit of the CTC and shall thereafter be subject to any necessary enforcement action by CTC or State. All terms and conditions stated in the aforesaid CTC Resolutions and CTC -approved Guidelines in place at the time the Program Supplement is signed (if applicable) shall also be considered to be binding provisions of this Agreement.
3. Recipient shall conform to any and all permit and mitigation duties associated with Project as well as all environmental obligations established in CTC Resolution G -91-2 and/or its successors in place at the time a Program Supplement is signed, as applicable, at the expense of Recipient and/or the responsible party and without any further financial contributions or obligations on the part of State unless a separate Program Supplement expressly provides funding for the specific purpose of hazardous materials remediation.
B. Recipient Resolution
1. Recipient has executed this Agreement pursuant to the authorizing Recipient resolution, attached as Appendix B to this Agreement, which empowers Recipient to enter into this Agreement and which may also empower Recipient to enter into all subsequent Program Supplements adopting the provisions of this Agreement.
2. If Recipient or State determines that a separate Resolution is needed for each Program Supplement , Recipient will provide information as to who the authorized designee is to act on behalf of the Recipient to bind Recipient with regard to the terms and conditions of any said Program Supplement or amendment and will provide a copy of that additional Resolution to State with the Program Supplement or any amendment to that document.
Santa Maria Regional Transit
Master Agreement No. 64SantaMariaMA
C. Termination
1. Termination Convenience by State
a. State reserves the right to terminate funding for any Program Supplement, subject to CalSTA approval, upon written notice to Recipient in the event that Recipient fails to proceed with Project work in accordance with the Program Supplement , or otherwise violates the conditions of this Agreement and/or the Program Supplement or the funding allocation such that substantial performance is significantly endangered. b. No such termination shall become effective if, within thirty (30) days after receipt of a notice of termination , Recipient either cures the default involved or, if not reasonably susceptible of cure within said thirty (30) -day period, Recipient proceeds thereafter to complete the cure in a manner and time line acceptable to State. Any such termination shall be accomplished by delivery to Recipient of a notice of termination , which notice shall become effective not less than thirty (30) days after receipt, specifying the reason for the termination, the extent to which funding of work under this Agreement is terminated and the date upon which such termination becomes effective, if beyond thirty (30) days after receipt. During the period before the effective termination date, Recipient and State shall meet to attempt to resolve any dispute. c. Following a fund encumbrance made pursuant to a Program Supplement, if Recipient fails to expend GGRF,SB 1, and/or General Funds monies within the time allowed specified in the Program Supplement, those funds may revert, and be deemed withdrawn and will no longer be available to reimburse Project work unless those funds are specifically made available beyond the end of that Fiscal Year through re -appropriation or other equivalent action of the Legislature and written notice of that action is provided to Recipient by State.
d. In the event State terminates a Program Supplement for convenience and not for a default on the part of Recipient as is contemplated in this section, Recipient shall be reimbursed its authorized costs up to State’s proportionate and maximum share of allowable Project costs incurred to the date of Recipient’s receipt of that notice of termination, including any unavoidable costs reasonably and necessarily incurred up to and followin g that termination date by Recipient to effect such termination following receipt of that termination notice.
2. Termination After Recipient’s Obligations Fully Performed Following project completion, and all obligations as defined in the TIRCP Guidelines, CARB Guidelines, and Program Supplement are fully performed, including Project completion of all deliverables and reporting, the Program Supplement shall be terminated. If the Santa Maria Regional Transit
Master Agreement No. 64SantaMariaMA
Project obligations are not fully performed, as defined under this section, the Recipient may be required to fully or partially repay funds.
D. Third Party Contracting
1. Recipient shall not award a construction contract over $10,000 or other contracts over $25,000 [excluding professional service contracts of the type which are required to be procured in accordance with Government Code Sections 4525 (d), (e) and (f)] on the basis of a noncompetitive negotiation for work to be performed under this Agreement without the prior written approval of State. Contracts awarded by Recipient, if intended as local match credit, must meet the requirements set forth in this Agreement regarding local match funds.
2. Any subcontract entered into by Recipient as a result of this Agreement shall contain th e provisions of ARTICLE II I – GENERAL PROVISIONS, Section 2. Audits and Reports and shall mandate that travel and per diem reimbursements and third -party contract reimbursements to subcontractors will be allowable as Project costs only after those costs are incurred and paid for by the subcontractors.
3. In addition to the above, the preaward requirements of third-party contractor/consultants with local transit agencies should be consistent with Local Program Procedures (LPP-00-05).
E. Change in Funds and Terms/Amendments
This Agreement and the resultant Program Supplement s may be modified, altered, or revised only with the joint written consent of Recipient and State.
F. Project Ownership
1. Unless expressly provided to the contrary in a Program Supplement, subject to the terms and provisions of this Agreement, Recipient, or a designated subrecipient acceptable to State, as applicable, shall be the sole owner of all improvements and property included in the Project constructed, installed or acquired by Recipient or subrecipient with funding provided to Recipient under this Agreement. Recipient, or subrecipient, as applicable, is obligated to continue operation and maintenance of the physical aspects of the Project dedicated to the public transportation purposes for which Project was initially approved unless Recipient, or subrecipient, as applicable, ceases ownership of such Project property; ceases to utilize the Project property for the intended public transportation purposes; or sells or transfers title to or control over Project and State is refunded the Credits due State as provided in paragraph (2) herein below.
Santa Maria Regional Transit
Master Agreement No. 64SantaMariaMA
2. Project right-of-way, Project facilities constructed or reconstructed on the Project site and/or Project property (including vehicles and vessels) purchased by Recipient (excluding temporary construction easements and excess property whose proportionate resale proceeds are distributed pursuant to this Agreement) shall remain permanently dedicated to the described public transit use in the same proportion and scope, and to the same extent as mandated in the Program Supplement, unless State agrees otherwise in writing. Vehicles acquired as part of Project, including, but not limited to, buses, vans, rail passenger equipment, shall be dedicated to that public transportation use for their full economic life cycle, which, for the purpose of this Agreement, will be determined in accordance with standard national tran sit practices and applicable rules and guidelines, including any extensions of that life cycle achievable by reconstruction, rehabilitation or enhancements. The exceptions to this section are outlined below:
a. Except as otherwise set forth in this Section, State, or any other State- assignee public body acting on behalf of the CTC, shall be entitled to a refund or credit (collectively the Credit), at State’s sole option, equivalent to the proportionate Project funding participation received by Recipient from State if Recipient, or a sub-recipient, as applicable, (i) ceases to utilize Project for the original intended public transportation purposes or (ii) sells or transfers title to or control over Project. If federal funds (meaning only those federal funds received directly by Recipient and not federal funds derived through or from the State) have contributed to the Project, Recipient shall notify both State and the original federal source of those funds of the disposition of the Project assets or the intended use of those sale or transfer receipts. b. State shall also be entitled to an acquisition c redit for any future purchase or condemnation of all or portions of Project by State or a designated representative or agent of State.
c. The Credit due State will be determined by the ratio of State’s funding when measured against the Recipient’s funding participation (the Ratio). For purposes of this Section, the State’s funding participation includes federal funds derived through or from State. That Ratio is to be applied to the then present fair market value of Project property acquired or constructed as provided in (d) and (e) below. d. For Mass Transit vehicles, this Credit [to be deduct ed from the then remaining equipment value] shall be equivalent to the percentage of the full extendable vehicle economic life cycle remaining, multiplied by the Ratio of funds provided for that equipment acquisition. For real property, this same funding Ratio shall be applied to the then present fair market value, as determined by State, of the Project property acquired or improved under this Agreement.
Santa Maria Regional Transit
Master Agreement No. 64SantaMariaMA
e. Such Credit due State as a refund shall not be required if Recipient dedicates the proceeds of such sale or transfer exclusively to a new or replacement State approved public transit purpose, which replacement facility or vehicles will then also be subject to the identical use restrictions for that new public purpose and t he Credit ratio due State should that replacement project or those replacement vehicles cease to be used for that intended described pre-approved public transit purpose. i. In determining the present fair market value of property for purposes of calculating State’s Credit under this Agreement, any real property portions of the Project site contributed by Recipient shall not be included. In determining State’s proportionate funding participation, State’s contributions to third parties (other than Recipient) shall be included if those contributions are incorporated into the Project. ii. Once State has received the Credit as provided for above because Recipient, or a sub -recipient, as applicable, has (a) ceased to utilize the Project for the described intended public transportation purpose(s) for which State funding was provided and State has not consented to that cessation of services or (b) sold or transferred title to or control over Project to another party (absent State approval for the continued transit operation of the Project by that successor party under an assignment of Recipient’s duties and obligations), neither Recipient, subrecipient, nor any party to whom Recipient or subrecipient, as applicable, has transferred said title or control shall have any further obligation under this Agreement to continue operation of Project and/or Project facilities for those described public transportation purposes, but may then use Project and/or any of its facilities for any lawful purpose.
iii. To the extent that Recipient operates and maintains Intermodal Transfer Stations as any integral part of Project, Recipient shall maintain each station and all its appurtenances, including, but not limited to, restroom facilities, in good condition and repair in accordance with high standards of cleanliness (Public Utilities Code section 99317.8). Upon request of State, Recipient shall also authorize State-funded bus services to use those stations and appurtenances without any charge to State or the bus operator.
This permitted use will include the placement of signs and informational material designed to alert the public to the availability of the State -funded bus service (for the purpose of this paragraph, "State -funded bus service" means any bus service funded pursuant to Public Utilities Code section 99316).
G. Disputes
Parties shall develop a mutually agreed upon issue resolution process, as described below, and issues between the Parties are to be resolved in a timely manner. The Parties agree to the following:
Santa Maria Regional Transit
Master Agreement No. 64SantaMariaMA