Agenda — Solvang City Council, July 11, 2022 (part 2 of 3)

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EXHIBITC

Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City.

Consultant shall provide the following types and amounts of insurance:

Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 01, or a City approved equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence and in the aggregate.

Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the equivalent. Limits are subject to review, but in no event to be less than $1,000,000 per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non-owned auto endorsement to the general liability policy described above. If Consultant or Consultant's employees will use personal autos in any way on this project, Consultant shall provide evidence of personal auto liability coverage for each such person.

Workers Compensation on a state-approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident or disease.

The policy must "pay on behalf of' the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement.

General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant:

1. Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992, or a City approved equivalent. Consultant also agrees to require all contractors, and subcontractors to do likewise. 368
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2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise.

3. All insurance coverage and limits provided by Consultant and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage.

4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing.

5. Consultant's general liability policy shall not contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor.

6. All coverage types and limits required are subject to approval, reasonable modification and reasonable additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent.

7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not de]ivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option.

8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage by the carrier.

9. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, noncontributing basis in relation to any other insurance or self insurance available to City.

10. Consultant agrees to require that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 369
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11. Consultant shall be responsible for paying any deductibles or self-insured retentions on it's policies.

12. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City wiII negotiate additional compensation proportional to the increased benefit to City.

13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement.

14. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard.

15. Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason.

Termination of this obligation is not effective until City executes a written statement to that effect.

16. The provisions of any workers' compensation or similar act will not Emit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents.

17. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive.

18. These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such.

19. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section.

20. Consultant agrees to be responsible for ensuring that no contract used between itself and its sub-consultants reserves the right to charge City or Consultant for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.

21. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this agreement. City assumes no obligation or liability 370
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by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City.
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CITY OF SOLVANG

FIRST AMENDMENT
TO

PROFESSIONAL SERVICES AGREEMENT WITH MINTIER HARNISH, LP THIS FIRST AMENDMENT TO AGREEMENT (“ First Amendment”) is made and entered into by and between Mintier Harnish, LP (“ Consultant”), and the City of Solvang (“ City”), a political subdivision of the State of California, as of the date of execution as indicated on the execution page thereof.

The attached “ scope of work” herein referenced as “ proposal” details the additional terms of this agreement. The City Council authorized this amendment on May 24, 2021.

The scope of work includes the following:
1) Spanish Translation Services - $ 6,000
2) General Plan Advisory Committee - $ 12,800
3) Air Sage License Agreement - $ 5,000 (additional $ 5,000 included in base contract) Consultant:

Date: ________________ By: ______________________________ Jim Harnish, Mintier Harnish LP
City of Solvang:

Date: ________________ By: ______________________________ Xenia Bradford, City Manager
APPROVED AS TO FORM:

City Attorney: RICHARDS WATSON GERSHON
Date: ________________ By: ______________________________ Dave Fleishman, City Attorney
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Solvang Translation Costs 1 Scope of Work: Amendment # 1 April 28, 2021
Solvang Spanish Translation Costs
Scope of Work
April 28, 2021
In response to the Mayor’ s request to include Spanish Translation for the General Plan Update, we have prepared the following list of deliverables that will be provided in Spanish. The total cost for translation services below does not include verbal and/ or live translation at community events and does not include translation of documents ( i.e., Existing Conditions and Trends Workbook, Alternatives Report, Outreach Summaries, Policy Document, EIR).

Newsletter # 1: General Plan Overview ( Task 1.5)
Eblasts for Community Workshop # 2 (Task 2.5)
Newsletter # 2: Existing Conditions and Trends (Task 2.4) Eblast for Newsletter # 2: Existing Conditions Workbook/ Story Maps (Task 2.2/2.3/2.4) Eblasts for Community Workshop # 3: Land Use Alternatives ( Task 3.2) Community Workshop # 3: Land Use Alternatives Workshop Boards/ Materials ( Task 3.2) Online Exercises for Community Workshop # 3: Land Use Alternatives ( Task 3.2) Newsletter # 3: Draft General Plan (Task 4.5)
Eblast for Newsletter # 3: Draft General Plan (Task 4.5) Housing Element Newsletter: Housing Element Update Overview ( Task H1.4) Housing Element Community Workshop: Housing Needs and Concerns Online Survey ( Task H1.5) Total Translation Costs: $ 6,000
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GPAC Scope of Work 1 Scope of Work: Amendment # 1
May 5, 2021
General Plan Advisory Committee
Time/ Cost Estimate
May 5, 2021
In response to the City’ s decision to establish a General Plan Advisory Committee ( GPAC), we have prepared the following time and cost estimate for facilitating the GPAC. Our estimate assumes that we will submit draft documents to the GPAC for one round of review and that there will be a maximum of 10 meetings. Two of the meetings (GPAC # 1 and GPAC # 5) are informational only, and do not include document preparation/ review. For the other eight meetings, we will provide the documents to the GPAC members a week prior to each meeting. At these meetings, we will provide an overview of the document provided and the consultant would then lead, with support from City staff, a GPAC discussion about the document. The GPAC would reach a consensus on recommended edits and/ or modifications.

Following each meeting, the consultants will incorporate GPAC edits into a revised document for Planning Commission review.

After reviewing our existing budget, we would plan to attend the virtual meetings and associated meeting preparation as a part of the related tasks already in our scope of work. However, the follow-up document revisions will require more time than our current budget could adsorb and will require a budget amendment of $12,800 as documented below.

Meeting Follow- up Edits ( hrs)
GPAC 1: Introduction/ organization 0
GPAC 2: Vision and Guiding Principles 4
GPAC 3: Alternative Concepts 8
GPAC 4: Alternatives Report 8
GPAC 5: Financial Analysis ( information only) 0
GPAC 6: Policy Document 8
GPAC 7: Policy Document 8
GPAC 8: Policy Document 8
GPAC 9: Policy Document 8
GPAC 10: Policy Document; PC
Recommendations
12 Total Hours 64
Hourly Rate $ 200
TOTAL COST $ 12,800
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CITY OF SOLVANG

PROFESSIONAL SERVICES AGREEMENT
This agreement is made upon the date of execution, as set forth below, by and between Mintier Harnish, LP (" Consultant"), a planning consulting firm, and the City of Solvang City"). The parties hereto, in consideration of the mutual covenants contained herein, hereby agree to the following terms and conditions:

1. 0 GENERAL PROVISIONS

1. 01 Term: This agreement will become effective on the date of execution set forth below, and will continue in effect until terminated as provided herein.

1. 02 Services : Consultant shall perform the scope of work ( tasks) described and set forth in Exhibit A, attached hereto and incorporated herein as though set forth in full.

Consultant shall complete the tasks according to the project schedule which is also set forth in Exhibit A.

Consultant shall determine the method, details and means of performing the above - referenced services.

Consultant may, at their own expense, employ such assistants and subconsultants, as Consultant deems necessary to perform the services required of Consultant by this agreement. However, Consultant may not assign this agreement to any other person or entity in the performance of required project -related services, and the City may not control, direct or supervise Consultant' s assistants or employees in the performance of those services.

1. 03 Standard of Performance: Consultant' s services shall be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of Consultant' s profession currently practicing under similar conditions. Whenever the scope of work requires or permits approval by the City, it is understood to be approval solely for the purposes of conforming to the requirements of the scope of work and not acceptance of any professional or other responsibility for the work. Such approval does not relieve the Consultant of responsibility for complying with the standard of performance or laws, regulations, industry standards, or from liability for damages caused by negligent acts, errors, omissions, noncompliance with industry standards, or the willful misconduct of Consultant or its subcontractors. By delivery of completed work, Consultant certifies that the work conforms to the requirements of this contract and all applicable federal, state and local laws. If Consultant is retained to perform services requiring a license, certification, registration or other similar requirement under California law, Consultant shall maintain that license, certification, registration or other similar requirement throughout the term ofthis Contract.

1. 04 Compensation: In consideration for the services to be performed by Consultant, City agrees to pay Consultant monetary consideration for professional engineering services in accordance with the fee schedule set forth in Exhibit A. The parties agree that total compensation for fees and costs for the services detailed in Exhibit A shall not 426
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exceed the sum of $598, 602, unless and until this Agreement is amended as provided herein.

1. 05 Billing/Payment Terms. All charges for Consultant' s services and authorized related reimbursable expenses shall be billed monthly, and all undisputed charges will be paid by City within 30 ( thirty) days of receipt. The bills shall list all tasks under this Agreement, the task budget, project total budget, percentage completed for each task for that month, associated percentage billing against each task, and total billing for that month. In the event the Agreement is based on time & materials billing up to a not -to - exceed amount, the bill shall itemize by date all services and expenses provided during the invoice period ( under this Agreement) including a brief description of the nature of work performed, the person or vendor performing them, the applicable billing rate, and the time expended. All Consultant service invoices must be approved by either the Public Works Director or the City Manager prior to payment.

2. 0 OBLIGATIONS OF CONTRACTOR

2. 01 Contract Management and Service Performance: Consultant Project Manager will personally serve as the project manager and will personally prepare, or direct and supervise the preparation of, all work product called for by this agreement. Consultant represents that it has the qualifications, experience and facilities to properly perform all services hereunder in a thorough, competent, timely, and professional manner and shall, at all times during the term of this Agreement, have in full force and affect all licenses required of it by law. Consultant agrees to devote the hours and the human resources necessary to timely perform the services set forth in this agreement in an efficient, professional, and effective manner.

2. 02 Avoidance of Conflict of Interest. 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 or interfere with the timely performance and completion of Consultant' s services under this Agreement.

Consultant shall comply with all conflict of interest laws and regulations including, without limitation, the City' s Conflict of Interest Code ( on file in the City Clerk' s Office). All officers, employees and/ or agents of Consultant who will be working on behalf of the City pursuant to this Agreement may be required to file Statements of Economic Interest. Therefore, it is incumbent upon the Consultant or Consulting Firm to notify the City of any staff changes relating to this Agreement.

A. In accomplishing the scope of services of this Agreement, all officers, employees and/ or agents of the Consultant( s) unless as indicated in Subsection B, will be performing a very limited and closely supervised function, and therefore, unlikely to have a conflict of interest arise. No disclosures are required for any officers, employees, and/ or agents of Consultant, except as indicated in Subsection B. { Initials). 427
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B. In accomplishing the scope of services of this Agreement, Consultant( s) will be performing a specialized or general service for the City, and there is substantial likelihood that the Consultants work product will be presented, either written or orally for the purpose of influencing a governmental decision. As a result, the following Consultant( s) shall be subject to the City' s Conflict of Interest Code.

2. 03 Tools and Instrumentalities: Consultant shall provide all tools and instrumentalities to perform the services under this agreement.

2. 04 Workers' Compensation and Other Employee Benefits: City and Consultant intend and agree that Consultant is an independent contractor of City and agree that Consultant and Consultant' s employees and agents have no right to Workers' Compensation and other City -sponsored employee benefits. Consultant agrees to provide Workers' Compensation and other employee benefits, where required by law, for Consultant' s employees and agents. Consultant agrees to hold harmless and indemnify City for any and all claims arising out of any claim for injury, disability, or death of Consultant and any of Consultant' s employees or agents.

2. 05 Indemnification
a) Non -design, non -construction Professional Services: To the fullest extent permitted by law (including, but not limited to California Civil Code Sections 2782 and 2782. 8), Consultant shall indemnify, defend, and hold harmless the City, and its elected officials, officers, employees, volunteers, and agents (" City Indemnitees"), from and against any and all causes of action, claims, liabilities, obligations, judgments, or damages, including reasonable legal counsels' fees and costs of litigation (" claims"), arising out of the Consultant' s performance or Consultant' s failure to perform its obligations under this Agreement or out of the operations conducted by Consultant, including the City' s active or passive negligence, except for such loss or damage arising from the sole negligence or willful misconduct of the City. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from Consultant' s performance of this Agreement, the Consultant shall provide a defense to the City Indemnitees or at the City' s option, reimburse the City Indemnitees their costs of defense, including reasonable legal fees, incurred in defense of such claims. b) Non -design, construction Professional Services: To the extent the Scope of Services involve a " construction contract" as that phrase is used in Civil Code Section 2783, this paragraph shall apply in place ofparagraph A. To the fullest extent permitted by law (including, but not limited to California Civil Code Sections 2782 and 2782.8), Consultant shall indemnify, defend, and hold harmless the City, and its elected officials, officers, employees, volunteers, and agents (" City Indemnitees"), from and against any 428
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and all causes of action, claims, liabilities, obligations, judgments, or damages, including reasonable legal counsels' fees and costs of litigation ("claims"), arising out of the Consultant' s performance or Consultant' s failure to perform its obligations under this Agreement or out of the operations conducted by Consultant, except for such loss or damage arising from the active negligence, sole negligence or willful misconduct of the City. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from Consultant' s performance of this Agreement, the Consultant shall provide a defense to the City Indemnitees or at the City' s option, reimburse the City Indemnitees their costs of defense, including reasonable legal fees, incurred in defense of such claims.
c) Design Professional Services: In the event Consultant is a " design professional", and the Scope of Services require Consultant to provide " design professional services" as those phrases are used in Civil Code Section 2782. 8, this paragraph shall apply in place of paragraphs A or B. To the fullest extent permitted by law (including, but not limited to California Civil Code Sections 2782 and 2782. 8) Consultant shall indemnify, defend and hold harmless the City and its elected officials, officers, employees, volunteers and agents (" City Indemnitees"), from and against all claims, damages, injuries, losses, and expenses including costs, reasonable attorney fees, expert consultant and expert witness fees arising out of, pertaining to or relating to, the negligence, recklessness or willful misconduct of Consultant, except to the extent caused by the sole negligence, active negligence or willful misconduct of the City. Negligence, recklessness or willful misconduct of any subcontractor employed by Consultant shall be conclusively deemed to be the negligence, recklessness or willful misconduct of Consultant unless adequately corrected by Consultant. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from Consultant' s negligence, recklessness, or willful misconduct, the Consultant shall provide a defense to the City Indemnitees or at the City' s option, reimburse the City Indemnitees their costs of defense, including reasonable legal fees, incurred in defense of such claims.

In no event shall the cost to defend charged to Consultant under this paragraph exceed Consultant' s proportionate percentage offault. However, notwithstanding the previous sentence, in the event one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, Consultant shall meet and confer with other parties regarding unpaid defense costs.
d) The review, acceptance or approval of the Consultant' s work or work product by any indemnified party shall not affect, relieve or reduce the Consultant' s indemnification or defense obligations. This Section survives completion of the services or the termination of this contract. The provisions of this Section are not limited by and do not affect the provisions of this contract relating to insurance.

2. 06 Insurance: Consultant shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit C attached to and part of this agreement
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3. 0 OBLIGATIONS OF CITY

3. 01 Cooperation: City agrees to comply with all reasonable requests of Consultant necessary to the performance of Consultant' s duties under this agreement. City employees, agents and officers of the City agree to disclose all information relevant to this project to Consultant. Consultant shall be entitled to reasonably rely upon the accuracy and completeness of information furnished by City, provided that Consultant shall give City prompt written notice of any known defects in such information.

4. 0 TERMINATION OF AGREEMENT

4. 01 Termination Notice: Notwithstanding any other provision of this agreement, any party hereto may terminate this agreement, at any time, without cause, by giving at least 30 ( thirty) days' prior written notice to the other parties to this agreement.

4. 02 Termination on Occurrence of Stated Events: This agreement shall terminate automatically on the occurrence of any of the following events:
a. Sale of the business of any party;
b. The end of the 30 ( thirty) days as set forth in section 4. 01; C. End of the contract to which Consultant' s services were necessary; or d. Assignment of this agreement by Consultant without the consent of City. e. Death of any parry.

4. 03 Termination by any Party for Default: Should any party default in the performance of this agreement or materially breach any of its provisions, the non - breaching party, at its option, may terminate this agreement, immediately, by giving written notice oftermination to the breaching party.

4. 04 Termination: This agreement shall terminate on July 31, 2022, unless earlier extended as set forth in this Section. The City, with the agreement of Consultant, is authorized to extend the term of this agreement beyond the termination date, as needed, under the same terms and conditions as set forth in this agreement. Any such extension shall be in writing and be an amendment to this agreement.

5.0 SPECIAL PROVISIONS

5. 01 Additional Tasks as May Be Assigned by Public Works Director or the City Manaser: Prior to initiating any Consultant work on matters relating to Fifth Street Sidewalk Project, but outside this contract, it shall be the responsibility of Consultant to 430
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obtain written approval of the Public Works Director, or the City Manager, prior to initiation of such tasks.

5. 02 Time Schedule: Consultant is to begin work upon receipt and execution of City contract. It is contemplated that most of the services hereunder, including but not limited to preparation, public and agency review, and submission of the Final Program EIR and Adoption of the General Plan, to Planning and Building Department and City Council for certification, will be completed on or before July 31, 2022. TIME IS OF THE ESSENCE OF THIS CONTRACT. Consultant agrees to engage its best efforts to adhere strictly to the schedule set forth in Exhibit A and incorporated herein.

5. 03 Work Outside Contract Scope: No payment for changed or additional work shall be made unless the changed or additional work has first been approved in writing by the Contract Manager and the parties have agreed upon the appropriate adjustment, if any, to the payment schedule and maximum payment amount for the changed or additional work. The Contract Manger may order changes or additions to the scope of work. Whether a change or addition to the scope of work is proposed by the Consultant or ordered by the Contract Manager, the parties shall in good faith negotiate an appropriate adjustment, if any, to the payment schedule and maximum payment for the changed or additional work. An approved change or addition, along with the payment adjustment, if any, will be effective upon an amendment to this contract executed by both parties. The amendment shall not render ineffective or invalidate unaffected portions of this contract.

5. 04 Confidentiality:
a) Confidential Nature of Information. Consultant shall treat all information obtained from the City in the performance of this contract as confidential and proprietary to the City. Consultant shall treat all records and work product prepared or maintained by Consultant in the performance of this contract as confidential. b) Limitation on use and disclosure. Consultant agrees that it will not use any information obtained as a consequence of the performance of work for any purpose other than fulfillment of Consultant' s scope of work. Consultant will not disclose any information prepared for the City, or obtained from the City or obtained as a consequence of the performance of work to any person other than the City, or its own employees, agents or subcontractors who have a need for the information for the performance of work under this contract unless such disclosure is specifically authorized in writing by the City.
c) Security plan. If requested by the Contract Manager, Consultant shall prepare a security plan to assure that information obtained from the City or as a consequence of the performance of work is not used for any unauthorized purpose or disclosed to unauthorized persons. Consultant shall advise the City of any request for disclosure of information or of any actual or potential disclosure of information. 431
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d) Survival. Consultant' s obligations under this paragraph shall survive the termination of this contract.

6.0 MISCELLANEOUS

6. 01 Notices: Except as otherwise expressly provided by law, any and all notices or other communications required or permitted by this agreement or by law to be served on or given to any party to this agreement shall be in writing and delivered or, in lieu of such personal service, when deposited in the United States mail, first class postage prepaid, to the following address for each respective party:

PARTY ADDRESS
TO: CITY OF SOLVANG City of Solvang
1644 Oak Street
Solvang, CA 93463
Attention: City Clerk
Copy to: Chip Wullbrandt
City Attorney
Price, Postel and Parma, LLP
200 E. Carrillo Street, Suite 400
Santa Barbara, CA 93101
TO CONSULTANT: Mintier Hamish, LP
1415 20"' Street
Sacramento, CA 95811
Attn: Jim Hamish, Principal/Owner

6. 02 Governing Law: This agreement and all matters relating to this agreement shall be governed by the laws of the State of California in force at the time, should any need for interpretation of this agreement or any decision or holding concerning this agreement arise.

6.03 Binding Effect: This agreement shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors and assigns of the parties hereto, but nothing in this Section shall be construed as consent by City to any assignment of this agreement or any interest in the agreement.

6. 04 Remedies: The remedies set forth in this agreement shall not be exclusive, but shall be cumulative with, and in addition to, all remedies now or hereafter allowed by law or equity.

6. 05 Due Authority: The parties hereby represent that the individuals executing this agreement are expressly authorized to do so on and in behalf of the parties. 432
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6. 06 Ownership of Work Product: Upon delivery, the work product, including without limitation, all original reports, writings, recordings, drawings, files, and detailed calculations developed under this contract are the property of the City. Consultant agrees that all copyrights, which arise from creation of the work pursuant to this contract, shall be vested in the City and waives and relinquishes all claims to copyright or other intellectual property rights in favor of the City. City acknowledges that its use of the work product is limited to the purposes contemplated by the scope of work and that the Consultant makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work.

6. 07. Integration and Modification: This contract represents the entire understanding and agreement of the City and Consultant as to those matters contained herein. This agreement correctly sets forth the obligations of the parties hereto to each other as of the date of this agreement. All agreements or representations respecting the subject matter of this agreement not expressly set forth or referred to in this agreement are null and void.

No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This contract may not be modified, amended, or altered except in writing signed by the City and Consultant.

6. 08. Advice of Counsel: The parties agree that they are aware that they have the right to be advised by counsel with respect to the negotiations, terms, and conditions of this contract, and that the decision of whether or not to seek the advice of counsel with respect to this contract is a decision which is the sole responsibility of each ofthe parties hereto. This contract shall not be construed in favor or against either party by reason of the extent to which each party participated in the drafting of the contract.

6. 09. Independent Review: Each party hereto declares and represents that in entering this contract it has relied and is relying solely upon its own judgment, belief and knowledge of the nature, extent, effect and consequence relating thereto. Each party further declares and represents that this contract is being made without reliance upon any statement or representation not contained herein of any other party, or any representative, agent, or attorney of any other parry.

6. 10. Attorney Fees: In the event of any controversy, claim or dispute between the parties hereto, arising out of or relating to this agreement, or the breach hereof, the prevailing party shall be entitled, in addition to other such relief as may be granted, to a reasonable sum as and for attorney fees.

6. 11 No waiver: The waiver of any breach by any party of any provision of this agreement shall not constitute a continuing waiver or a waiver of any subsequent breach of this agreement.

6. 12. Assignment: This agreement is specifically not assignable by Consultant to any person or entity. Any assignment or attempt to assign by Consultant whether it be voluntary or involuntary, by operation of law or otherwise, is void and is a material breach of this agreement, giving rise to a right to terminate as set forth in Section 4.03. 433
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6. 13. Time for Performance: Except as otherwise expressly provided for in this agreement, should the performance of any act required by this agreement to be performed by either party be prevented or delayed by reason by any act of God, strike, lockout, labor trouble, inability to secure materials, epidemics, pandemics, or any other cause, except financial inability, which is the fault of the party required to perform the act, the time for performance of the act will be extended for a period of time equivalent to the period of delay and performance of the act during the period of delay will be excused: provided, however, that nothing contained in this Section shall exclude the prompt payment by either party as required by this agreement of the performance of any act rendered difficult or impossible solely because of the financial condition of the party required to perform the act.

6. 14 Severability: Should any provision of this agreement be held by a court of competent jurisdiction or by a legislative or rulemaking act to be either invalid, void or unenforceable, the remaining provisions of this agreement shall remain in full force and effect, unimpaired by the holding, legislation or rule.

6. 15. Construction: The parties agree that each has had an opportunity to have their counsel review this agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this agreement or any amendments or exhibits thereto. The captions of the sections are for convenience and reference only, and are not intended to be construed to define or limit the provision to which they relate.

6. 16. Amendments: Amendments to this agreement shall be in writing and shall be made only with the mutual written consent of all the parties to this agreement.

6. 17. Signatures: The individuals executing this contract represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities.
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IN WITNESS WHEREOF, the parties have executed this contract on the following date.

Consultant:

Date: 10/ 14/ 2020
City of Solvang:

Date:

APPROVED AS TO FORM:

City Attom: ey
Date: ' i Ca Z
ATTEST:

Xenia Bradtord, City Clerk
By:

Principal,
By:

Xenia B ndford
City Manager
PricMosa
City Attorney
dt
m ,
L
435
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EXHIBIT A

SCOPE OF WORK,

FEE SCHEDULE

PROJECT SCHEDULE
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EXHIBIT A: SCOPE OF WORK
Task 2. 1: Existing Conditions and Trends Data Development and Evaluation The Consultant will collect, research, and assess existing conditions and trends forth e following topics.

As described earlier, a summary of key information will be presented in the Existing Conditions and Trends Workbook ( Task 2. 2) and StoryMap set while the full data assessment will be included in the EIR under Phase 5. The following described the work under both Phase 2 and 5, at a level of data collection and assessment appropriate for that phase.

Land Use. The Consultant will analyze the existing General Plan land uses and other adopted plans that affect development in Solvang. The Consultant will map and analyze existing land uses based on available GIS and/ or Assessor' s data and identify opportunities and constraints for future development and reuse. The Consultant will also describe regional planning efforts affecting the city.

The Consultant will also assess the community character of Solvang neighborhoods and districts and the design characteristics of each. This will include an understanding of architectural patterns, community gateways, and major geographic features that define the character of Solvang.

Population, Employment, and Housing. The Consultant will collect and assess historical, current, and projected population, employment, and housing characteristics in the Planning Area. The Consultant will work with the Santa Barbara County Association of Governments ( SBCAG) to obtain the most current demographic and housing data, including US Census data, and data available from the California Department of Finance.

Circulation and Transportation. The Consultant will compile data and information on roadway segments, transit services, and bicycle and pedestrian facilities. The Consultant will prepare a detailed description accompanied with maps and graphics illustrating the roadway system, bicycle and pedestrian facilities, peak hour traffic counts, and transit routes and stops. The Consultant will use available Census and travel survey data (i. e., Journey to Work Data) to describe the travel behavior of Solvang residents and employees, as well as, Federal, State, regional, and local regulations pertaining to multi -modal circulation in Solvang. Further details on the data collection and traffic analysis to be conducted is included under Task 5. 3.

Biological Resources. The Consultant will compile data on sensitive habitats, principal vegetation cover types, and special -status and endangered species. This will include primary source material from the local and regional habitat plans, supplemented with limited windshield surveys and review of existing biology studies completed for the city.

Cultural Resources. The Consultant will compile data on historic structures and locations and conduct an archaeological sensitivity analyses for both prehistoric and historic sites using records maintained at the regional information center and published in research papers. The Consultant will ensure that appropriate individuals are contacted with the surrounding Native American Tribes to ensure sensitive cultural resources areas are documented appropriately. This assessment will include identification of areas for the protection of cultural resources consistent with recent State mandates (SB 18, SB 52).

Economics. The Consultant will update the City' s economic and market data. The update will cover key demographic, economic, and real estate factors affecting the city and its role in the broader region. The Solvang General Plan Update 5 October 5, 2020
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Consultant will identify the strengths of the local economy, key competitive attributes and positioning, and challenges and opportunities related to an economy heavily reliant on tourism.

Public Facilities, Services, and Infrastructure. The Consultant will compile data on infrastructure, resources, services, and facilities related to: water supply and delivery, wastewater collection and disposal, stormwater drainage, solid waste and recycling, energy and telecommunications, law enforcement, fire protection, health care, schools, and education, and government services. For each topical area described, the Consultant will identify planned facility improvements and estimate future demands based on projected development compared to available capacity and planned improvements, identifying potential facility and/ or service shortfalls. The Consultant will also assess if the General Plan must include information related to recent State mandates that require cities to identify service needs for unincorporated disadvantaged communities ( SB 244).

Noise. The Consultant will review existing noise data, including recent EIRs and studies, and summarize the existing noise environment in Solvang resulting from major roadways and highways, and stationary noise sources and activities. The Consultant will also document existing noise -sensitive areas and sites.

The Consultant will also summarize current information on ground vibration. As part ofthe General Plan Phase 4) and EIR ( Phase 5) components, the Consultant will also update existing noise contours based on the data collected during the noise monitoring survey and traffic data developed/ collected.

Air Quality. The Consultant will compile data on existing air quality conditions within Solvang and the nearby vicinity. This will specifically include the location of existing sensitive receptors and emission sources, existing mass emissions, ambient air quality concentration data from the most applicable monitoring station( s), attainment designations, and natural factors that relate to the transport and dispersion of air pollutants. This summary will include applicable Federal, State, and local regulations, as well as thresholds of significance recommended by the Santa Barbara County Air Pollution Control District and rules for which compliance will be required.

Climate Change. The Consultant will prepare a climate change section that includes a discussion of climate change and how the General Plan Update will address this issue, including both the reduction of GHG emissions and climate change vulnerability and adaptation. The report will briefly summarize relevant background information regarding these topics and lay out a framework for the General Plan Update to address climate change.

Safety and Hazards ( including Geology). The Consultant will compile data on existing natural and manmade hazards. As part of this evaluation, The Consultant will summarize the geological environment and associated hazards. This section will address Seismic Hazard Zones ( i. e., Seismic Hazards Mapping Act of 1990 and the Alquist- Priolo Earthquake Fault Zoning Act of 1972) and soil strength properties. The Consultant will describe major creeks, streams, and drainages, and will summarize the latest FEMA floodplain mapping to illustrate potential safety and development constraints. The Consultant will summarize urban and wildland fire risks, fire hazard risk areas, and fire protection resources. The Consultant will also summarize major users and producers of hazardous materials within or adjacent to the City.

Hydrology and Water Quality. The Consultant will summarize sources of groundwater and surface water, water consumption rates, measures used to conserve water, and renewable water facilities and Solvang General Plan Update 6 October 5, 2020
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EXHIBIT A: SCOPE OF WORK
resources. This section will document potential pollution sources, areas susceptible to water quality degradation, and source issues and capacity constraints.

Social and Environmental Justice. The Consultant will prepare a section that provides a background on Social and Environmental Justice. The discussion will focus on healthy and affordable housing, access to job markets, access to health care and healthy foods, community equality, and community empowerment. While Solvang does not have any identified disadvantaged communities, this topic can be considered in the update to address similar localized needs.

Task 2. 2: Existing Conditions and Trends Workbook
The Consultant will prepare an Existing Conditions and Trends Workbook. The Consultant will write the Workbook in an engaging way to tell a thought- provoking story of Solvang— where it has been, where it is today, and the trends that will shape its future. The Workbook will be highly graphical and will use infographics, charts, maps, and photographs combined with storytelling techniques. While the content will largely depend on the direction provided by staff, decision -makers, and the community during the initial outreach efforts, the Consultant assume the workbook will cover, at a minimum, the following topics:

Purpose of the General Plan Update.

Location and geographic boundary descriptions, including the regional setting, Planning Area, Sphere of Influence, and City limits
A description of the city' s history, including a graphic timeline of significant events, places, and people in Solvang' s past
A description of what has changed since Solvang last updated its General Plan, including local trends as well as national and global trends that have shaped our lives and will continue to shape the future (e.g., online shopping, social networking, car sharing, self -driving cars, sustainable community initiatives)
A snapshot of current conditions and trends, including a demographic profile, housing characteristics, economic and market conditions, transportation infrastructure and travel patterns, community character description, and population and development trends A description of quality -of -life characteristics, including parks and open space, arts and culture, and public realm improvements that have made Solvang an exceptional place to live This task includes preparation of an initial outline, an administrative draft for staff review, and a final draft that incorporates edits following one round of review by City staff. Should the city choose, the Consultant will use the Workbook, along with the General Plan Story Maps developed in Task 2. 3, to help shape the discussion about policy options and land use choices.

Task 2. 3: Existing Conditions StoryMaps
The Consultant will develop an online map book for the city using StoryMaps by ESRI. While maps and geography play a key role, the StoryMaps will be a mix of maps, graphics, and text that will summarize the information from the Existing Conditions and Trends Workbook in an exciting and accessible format.

A link to the StoryMaps set will be posted on the Update website.

Solvang General Plan Update 7 October 5, 2020
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Task 2. 4: Newsletter # 2: Existing Conditions and Trends The Consultant will prepare a two- page newsletter that promotes the information available in the Existing Conditions and Trends Workbook and Story Maps component. The newsletter will be used to promote use of these documents ( which will be available on the project website) and online engagement opportunities.

Task 2. 5: Community Workshop # 2: Visioning and Assets, Issues, and Opportunities
The Consultant, with assistance from City staff, will facilitate Community Workshop #2. The workshop will provide community members an opportunity to discuss their needs, ideas, and vision forth future of Solvang through the year 2040. The workshop will start with a presentation on the Update project and work completed to date. The Consultant and City staff will then conduct a series of interactive exercises. The workshop will provide participants with an opportunity to give input on what they feel are the City' s most important assets and opportunities for the future and what critical issues and topics should be addressed in the General Plan Update. The Consultant will also engage the community in a visioning exercise designed to provide community input into the General Plan' s vision statement.

The Consultant will prepare materials for the workshop, including maps, charts, interactive exercises, display material and/ or handouts. The workshop will also include an educational overview of the project and a summary of why the General Plan Update is important. Depending on county and State COVID- 19- related health guidelines, the Consultant will work with City staff to determine the appropriate Community Workshop #2 format.

Task 2. 6: General Plan Audit
The Consultant will work with City staff to evaluate the 1996 General Plan to determine what works, what does not work, and where the plan is not providing adequate or current guidance. This will be done using our proprietary General Plan Audit Tool. Our General Plan Audit Tool will provide insights on the existing General Plan' s clarity; linkages to other plans; progress in achieving desired outcomes; and whether goals, policies, and actions should be carried forward, modified, or removed. This audit will also look at the additions needed to address changes in State law, the new 2017 OPR General Plan Guidelines, and contemporary planning practice and content. The results of this review will be documented in a General Plan Audit Report.

Task 2. 7: Vision and Guiding Principles
The Consultant will prepare the Administrative Draft Vision Statement. The Administrative Draft Vision State will represent the ideal future for the community and a set of Guiding Principles that support the Vision and represent the City' s core values. The Consultant will base the Vision and Guiding Principles on input gathered at the Stakeholder Interviews, Community Study Session ( Community Workshop # 1), Community Workshop # 2, the community survey, as well as input from City staff. Following City staff review, the Consultant will revise the Administrative Draft and prepare a Public Review Draft Vision and Guiding Principles for review with the City Council and Planning Commission at a Joint Study Session.

Solvang General Plan Update 8 October 5, 2020
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Task 2. 8: City Council/ Planning Commission Joint Study Session The Consultant and City staff will facilitate a joint study session with the City Council and Planning Commission to discuss progress on the project, the General Plan Audit process and key findings, the proposed General Plan organization, and possible areas for land use changes. At this Study Session, the Consultant will also present the Public Review Draft Vision Statement and Guiding Principles. Input on these components will be important in guiding development of alternatives in Phase 3. Following the Joint Study Session, the Consultant and City staff will finalize the Vision Statement and Guiding Principles for incorporation into the General Plan.

Deliverables:

Existing Conditions and Trends Workbook ( digital version) General Plan Story Maps ( digital version)
General Plan Audit Report ( digital version)
Community Workshop # 2 Materials
Community Workshop # 2 Summary ( digital version)
Newsletter # 2: Existing Conditions and Trends ( 50 hard copies, digital version) Study Session Materials
Public Review Draft Vision and Guiding Principles ( digital version) Final Vision and Guiding Principles ( digital version)
Phase 3: Alternative Choices
During this phase, the Consultant will facilitate dialogue with the community and decision -makers to establish community priorities for future growth and change. The Consultant will use the results of the Existing Conditions and Trends Workbook, Community Study Session, Community Workshop # 2, community survey, General Plan Audit, and the Vision and Guiding Principles to develop land use and policy alternatives that will be reviewed with the community, Planning Commission, and City Council.

Out of this dialogue the Consultant expect to emerge with direction on future growth and change that will be used to guide development of the General Plan.

Task 3. 1: Growth and Policy Alternatives
Based on the initial direction from the City Council and Planning Commission ( Task 2. 8), the Consultant will prepare issue and opportunity area maps and a potential development areas map that will form a framework for the discussion of land use alternatives. The Consultant will also prepare a list of key policy alternatives for discussion based on the range of community inputs and staff review conducted to this point.

Task 3. 2: Community Workshop # 3: Land Use Alternatives The Consultant will assist City staff to organize and facilitate a Community Workshop to present the findings to date and to present initial growth and policy alternatives. Following a presentation of the potential alternatives, the Consultant and City staff will facilitate breakout sessions with community members organized around development opportunity sites and policy options. Using maps, graphics, Solvang General Plan Update 9 October 5, 2020
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and three-dimensional building blocks, community members will provide their ideas about growth and change. Questions the Consultant might ask the participants are:

What is your big idea for the future development of each area? Which types of development and uses should be part of this area' s future? How should each area be connected to the rest of the city? What is the best way to get in, out, and around in Solvang? Would changes need to be made to make the city more accessible? Are there areas of the city you would like to see reimagined? How would you like to see them change?
The Consultant and City staff will then use the results of Workshop # 3 to refine the two final alternatives for inclusion in the Alternatives Report and future presentation at a joint study session of the City Council and Planning Commission. Depending on county and State COVID- 19- related health guidelines, to Consultant will work with City staff to determine the appropriate Community Workshop # 3 format.

Task 3. 3 Alternatives Report
Based on input received from the community as well as ideas from the Consultant team, the Consultant will prepare an Administrative Draft Alternatives Report for review by City staff. This Report will contain two land use and circulation alternatives as well as key policy alternatives.

The Alternatives Report will include maps and descriptions for land use alternatives that cover each of the growth/ change areas identified. The Consultant will group these location - specific alternatives into alternative packages that achieve the Vision and Guiding Principles. The assessment conducted will include an evaluation of alternatives in terms of implications for growth, city boundaries, land use and community character, mobility and connectivity, public facilities and services, economic development, City fiscal health, and the natural environment. For each policy alternative, the Consultant will identify the issues for which there is clear policy choice and direction, as well as issues where choice and direction is not as clear. The Consultant will complete a qualitative comparative assessment of the policy implications of each alternative based on clarity and congruence with key issues.

The Consultant will prepare an Alternatives Report that clearly communicates the potential implications of each alternative, supporting a more informed choice. The Consultant will base the assessment of each alternative choice primarily on a qualitative look at factors that can be used to differentiate the alternatives and their potential impacts on the community relative to achieving the Vision and Guiding Principles. There are three areas where the Consultant will provide more quantifiable information:
traffic model forecasts, fiscal impact analysis, and parking analysis.

The work completed at this stage is designed to help the community evaluate the alternatives presented and is not intended to be a full CEQA alternatives analysis (which will be performed as part of a later phase). Following review of the Administrative Draft Alternatives Report, the Consultant will make modifications to reflect changes directed by staff and produce and publish the Alternatives Report.

Solvang General Plan Update 10 October 5, 2020
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Technical Studies
Traffic Model Forecast
Using the City Traffic Model, the Consultant will perform circulation forecasts for the land use alternatives. The Consultant will also perform future year buildout traffic operations analyses for each alternative, review future year VMT and LOS forecast results for reasonableness relative to existing conditions, and identify future deficiencies in the city. As part of this analysis, the Consultant will analyze the possible application of transportation system management strategies for their potential success in reducing existing traffic congestion and vehicle miles traveled.

Fiscal Impact Analysis
The Consultant will prepare a study that will quantify immediate and longer- term development opportunities within the city and to identify policy measures necessary to achieve these potentials. The market analysis will provide an important " reality check" both for the General Plan land use alternatives and for the development assumptions used in the Citywide Fiscal Impact Model in Task 3. 5. It will also inform the market- based strategic framework for Task 4.2 the Economic Development Element.

Given that the city is largely built out, the market analysis will focus on opportunities for infill development, redevelopment and/ or annexations within the Urban Growth Boundary area. The analysis will place particular emphasis on identifying potential for intensifying and revitalizing older commercial/ industrial corridors. To appropriately focus the market study effort, the Consultant would coordinate with City staff early in the process to identify key sites or subareas of the city where future development or redevelopment is most likely to occur. The market analysis will include the following land use categories:

Residential ( with an emphasis on housing types appropriate for anticipated infill development/ redevelopment areas)
Retail/ restaurant
Professional office space
Industrial/ R& D/ tech space
Hotel/ motel facilities
Whereas the initial market study will be citywide in scope and, therefore, be useful for a variety of City decision- making processes, the findings will ultimately be applied to identify sub -area and site- specific development potential. In particular, the market study will enable the Consultant to understand the unique market potentials of each targeted development area within the context of citywide demand patterns, maximizing opportunities for the different subareas to complement rather than compete with each other in terms of the envisioned land uses.

In addition to providing a citywide framework for quantifying demand for development in individual subareas, the analysis will also consider qualitative issues affecting each area' s development potential.

In this regard, the analysis will identify the specific market niches or types of development ( in terms of density, market orientation, etc.) that would be appropriate for the unique character of each sub -area.

Solvang General Plan Update 11 October 5, 2020
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Task 3. 4: Pro Forma Financial Analysis
To define feasible development densities/ intensities for targeted land use types in the identified subareas ( or potentially on specific " opportunity sites"). This information regarding " developer feasible" densities will inform the Consultant recommendations regarding development standards and allowable densities, and can also potentially be used to facilitate discussions with community groups regarding the tradeoffs" inherent in intensification of development ( i. e., higher densities could allow for revitalization of areas/ corridors that might otherwise stagnate due to the infeasibility of reinvestment at lower density levels).

Task 3. 5: Citywide Fiscal Impact Model
By their nature, planning and economic development programs are closely related to a city' s budgeting process in the sense that future development represents a potential flow of municipal revenues and costs. A credible analysis ofthe fiscal implications of implementing the General Plan is important not only to ensure that the adopted General Plan represents sound fiscal conditions at buildout, but also that actual development during the interim period occurs in a fiscally balanced manner. To facilitate this analysis, the Consultant will develop a customized fiscal impact model based on the City' s current budget. The fiscal impact model will allow the consulting team to define the " optimal" land use mix from a fiscal perspective and to identify related strategies for revenue enhancement. Various Plan alternatives can then be " tested" to identify their relative attractiveness from the City' s cost/ revenue perspective.

Task 3. 6: Parking Policies
Parking Management Evaluation
The Consultant will assess current City parking policies and practices as well as parking market trends for the following parking issues:

Parking enforcement hours and time limits
Parking permit program
Parking meter/ station feasibility
Parking fees and other revenue options
Potential public parking garage( s)
Parking district formation and management
The Consultant will review previous parking studies and analysis including the City' s Downtown Parking Plan and the current Public Parking Study currently being developed by Walker Consultants. The Consultant will evaluate approximate costs and benefits of various parking scenarios (e. g., metered parking, residential and business parking permits, etc.). The Consultant will evaluate the advantages and disadvantages of forming a parking district to allocate costs associated with future parking needs. The evaluation would include potential boundaries for a parking district, and the benefits and risks associated with parking district formation.

The Consultant will also review of up to three (3) nearby and/ or similar cities' parking management approaches and provide a summary of their practices. Based on these assessments and analysis, the Consultant will develop an Initial Findings Discussion Paper. The discussion paper will highlight key Solvang General Plan Update 12 October 5, 2020
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findings from the peer city review and evaluation of current and potential parking management policies and practices within the downtown area. The Consultant will meet with City staff and key stakeholders to present the initial findings and get feedback on the evaluation findings before developing the final recommendations.

Parking Recommendations and Draft Report
Based on the feedback received, the Consultant will develop a draft report with recommendations consistent with feedback received, the assessment of existing and peer city policies, practices, and established best parking practices for similarly sized cities. The draft report will include the following sections:

Executive Summary
Goals and Objectives
Existing Parking Supply and Demand
Downtown Parking Analysis
Parking Management Evaluation and Alternatives
Recommendations
Next Steps
The draft report will document available parking management alternatives, their relative costs and benefits, and provide a consolidated set of recommendations to improve parking management in the Downtown area to optimize the parking supply to meet both current and future parking demand. The recommendations will assess the need for any additional parking supply, timed parking restrictions, paid parking options, and other parking management strategies for the Downtown area. All recommendations will include estimated benefits and costs, potential funding sources, and near-term and long- term implementation timelines. The Consultant will present the draft Downtown Parking Management Plan to the Planning Commission and City Council.

Parking Final Report
Based on feedback received from City staff, key stakeholders, public comment, the Planning Commission, and the City Council, the Consultant will develop the final City Parking Management Plan.

Task 3. 7: City Council/ Planning Commission Joint Study Session # 2 The Consultant will assist City staff to facilitate a joint study session of the City Council and Planning Commission to present the results of Community Workshop #3, discuss the results ofthe Alternatives Report, and discuss the Consultant and City Staff recommendations. The Consultant will ask the City Council to provide direction on their preferred alternative. Following the Joint Study Session, the Consultant and City staff will prepare a Preferred Alternative land use diagram and description, as well as a set of preferred policy options to address identified assets, issues, and opportunities.

Deliverables:

Draft Growth and Policy Alternatives ( digital version) Community Workshop # 3 materials ( display boards, maps, handouts) Community Workshop # 3 Summary ( digital version)
Study Session Materials
Solvang General Plan Update 13 October 5, 2020
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Administrative Draft Alternatives Report ( digital version) Initial Parking Findings Discussion Paper ( digital version) Draft Downtown Parking Management Plan ( digital version) Two (2) Teleconference Meetings with City Staff and Key Stakeholders on Parking One ( 1) Planning Commission Meeting on Parking
One ( 1) City Council Meeting on Parking
Final City Parking Management Plan ( digital version)
Final Alternatives Report ( digital version)
Phase 4: Preparing the General Plan
Preparing the General Plan is the most enduring part of the Update process. The goals, policies, and implementation programs will serve as the City' s blueprint for growth and development for the next 20 - plus years. The General Plan memorializes all the decisions and directions made to this point in the Update process and acts as the guide for how the City and community can achieve the vision for the future. The Consultant will craft the General Plan as an effective tool for staff implementation and it will be a highly graphic, engaging plan that is easy for everyone in the community to understand.

Task 4. 1: Administrative Draft General Plan
The Consultant and staff will prepare an Administrative Review Draft General. The Consultant will format the General Plan to be attractive, contemporary, and user- friendly, using extensive photos, illustrations, and maps. The plan will address the State -mandated topics, including land use, circulation, conservation, open space, safety, noise, and environmental justice, as well as optional elements and topics ( e. g., public facilities and services, cultural and historic resources, economic development, parks and recreation, and other topics of local concern). The Consultant will address all the requirements of State law, such as complete streets, adaptation, and resiliency using the 2017 OPR General Plan Guidelines as a guide. The Plan will reflect best practices for addressing contemporary planning issues, such as retail trends, transportation technology, and community health.

The Consultant will discuss General Plan organizational options with City staff, Planning Commission, and City Council as part of Tasks 1. 1 and 2. 8. Cross -cutting topics, such as climate change/ sustainability and healthy communities could be addressed either as themes addressed throughout the General Plan or separate, stand- alone elements. The General Plan will include a matrix or similar tool to illustrate that proposed elements are fully integrated and internally consistent.

The Consultant will prepare a comprehensive implementation strategy that includes discrete, tangible actions the City will undertake to implement the goals and policies. The implementation strategy will include an updated economic development strategy. The Consultant will also review current implementation ordinances/ regulations and include recommendations as a part of the implementation programs for ordinance revisions needed to maintain consistency with the General Plan.

Task 4. 2: Economic Development Element
This task would address the City' s development, business retention/ expansion/ attraction, and fiscal stability goals. The Economic Development Element will include the following components:

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The City' s goals, policies, and objectives for Economic Development, presented in a format consistent with other elements of the General Plan.

A summary of the issues and opportunities identified during the market and fiscal analyses.

This summary will include the identification of key factors that should drive the formulation of an updated land use plan ( e. g., how much land should be allocated for various types of commercial and industrial development).

Specific strategies for attracting targeted land uses (e. g., retail, industrial, hotels, etc.).

Task 4.3: Prepare Land Use and Circulation Diagrams
The Consultant will prepare an updated land use diagram as part of the Administrative Draft General Plan. The Consultant will discuss options for streamlining the land use designations and graphic design options for making the land use diagram user- friendly. Based on the distribution of land uses on the Land Use Diagram, the Consultant will develop and prepare a Draft Circulation Diagram. The Consultant will review existing roadway classifications and work with staff to develop a concise set of roadway classifications that fit the needs of the City and that address new State regulations related to multimodal transportation. The classifications and diagram will indicate the distribution, location, and standards for county roadways. If desired by the City, the classifications could also expand upon the functional classifications to consider street context and non -auto travel modes.

Task 4.4: Preliminary Public Review Draft General Plan
Following City staff review, the Consultant will revise the Administrative Draft General Plan and prepare a Preliminary Public Review Draft General Plan for review by the community, Planning Commission, and City Council. The step of reviewing the Preliminary Public Review Draft General Plan with advisory bodies and decision - makers is important to ensure the Draft Plan meets expectations before conducting the CEQA analysis.

Task 4.5: Newsletter #3: Draft General Plan
The Consultant will prepare a newsletter summarizing the Preliminary Public Review Draft General Plan and advertising the upcoming Planning Commission and City Council meetings.

Task 4.6: Planning Commission Study Session: Preliminary Public Review Draft General Plan
The Consultant will assist City staff to facilitate a study session with the Planning Commission to review and confirm the Preliminary Public Review Draft General Plan. The Consultant will summarize the status of the General Plan Update. The Planning Commission will recommend any revisions or adjustments to the General Plan to the City Council.

Task 4. 7: City Council Study Session: Preliminary Public Review Draft General Plan
The Consultant will assist City staff to facilitate a study session with the City Council to review and confirm the Preliminary Public Review Draft General Plan. The Consultant will summarize the status of the General Plan Update so far, as well as the Planning Commission recommendations. The City Council Solvang General Plan Update is October 5, 2020
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EXHIBIT A: SCOPE OF WORK
will provide direction on revisions or adjustments to the General Plan prior to the Consultant conducting the CEQA analysis.

Task 4. 8: Public Review Draft General Plan
Based on direction from the City Council, the Consultant will prepare the Public Review Draft General Plan for publication and environmental review.

Task 4. 9: General Plan Consultation and Referrals
State law requires consultation with a variety of Federal, State, regional, and local agencies whenever a jurisdiction updates or amends its general plan (e. g., Native American Tribes, Military Branches, water agencies). These statutes are located throughout the Government Code and have varying requirements for when draft and final documents must be submitted and how long agencies have to review and provide comments. The Consultant maintains a checklist of agency consultation requirements that the Consultant will use to ensure the City provides the Public Review Draft General Plan to the appropriate agencies.

Deliverables:

Administrative Draft General Plan ( digital versions)
Preliminary Public Review Draft General Plan ( digital versions) Newsletter #3: Draft General Plan ( 50 hard copies, digital version) Public Review Draft General Plan ( 25 hard copies, digital versions) Phase 5: Environmental Review
Based on review of the City' s request for proposals ( RFP) and our experience preparing General Plan EIRs, the Consultant recommend the preparation of a programmatic environmental impact report (EIR) to comply with the California Environmental Quality Act (CEQA). Use of a programmatic EIR provides the City with the opportunity to consider broad policy alternatives and program wide mitigation measures and greater flexibility to address environmental issues and/ or cumulative impacts on a comprehensive basis.

Once an EIR has been certified, subsequent activities within the program, such as a development application consistent with the General Plan, may be evaluated to determine its consistency with the Program EIR. This comparison will directly support the decision as to what, if any, additional CEQA documentation needs to be prepared. If the EIR addresses the program' s effects as specifically and comprehensively as possible, many subsequent activities could be found to be consistent with the EIR mitigation parameters and additional environmental documentation may not be required ( CEQA Guidelines Section 15168( c)). In such a scenario, the EIR serves a valuable first-tier environmental analysis that will assist in streamlining and possibly exempting future projects from CEQA. The Program EIR will evaluate the potential physical impacts of the General Plan' s goals, policies, and programs. While the Consultant will strive to prepare a self -mitigating general plan, many General Plan EIRs reveal additional policy direction that can be folded back into the elements, thereby streamlining future actions consistent with the General Plan.

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Task 5. 1: Notice of Preparation
The Consultant will develop a preliminary project description and prepare a draft Notice of Preparation NOP) pursuant to the CECA Guidelines for City staff to review. The NOP is geared toward other public agencies, but it also intended to inform the broader public of the pending environmental review. The Consultant will make any necessary changes to the NOP and provide an electronic copy to City staff for signatures, publication, and distribution. The Consultant will distribute the NOP to the State Clearinghouse and distribute the NOP to the County Clerk/ Registrar Recorder and the City' s list of local interested parties, commencing a 30 -day public review period.

Task 5. 2: Scoping Meeting
The Consultant will conduct a public scoping meeting during the 30 -day NOP period to provide an overview of the Program EIR process and obtain input on the EIR scope of work. The scoping process may also help in framing possible alternatives that would avoid potential significant environmental impacts. Ideally, this meeting can be held in conjunction with a draft General Plan rollout meeting, underscoring the value of reviewing both the draft plan and the incumbent environmental analysis together. The scoping meeting will include an oral presentation supported with graphic information and will be designed to stimulate input and comments from attendees pertaining to the scope of the EIR.

The Consultant assumes that the scoping meeting location identification, invitation, logistics, and other noticing will be arranged by City staff. The scoping meeting details would also be included in the NOP itself. The Consultant will summarize input gathered during the scoping meeting as well as all written input received during the 30 -day NOP review period. The Consultant assumes that City staff will be the point of contact responsible for gathering public comments outside of the scoping meeting.

Task 5. 3: Administrative Draft Program EIR
The Consultant will prepare an Administrative Draft EIR that will address each topic in accordance with the CEQA Guidelines. Upon completion, printed copies and electronic versions of the administrative draft document will be delivered to City staff for review and comment. The Administrative Draft EIR will include the following sections:

Executive Summary
Introduction
Project Description
Environmental Setting
Discussion of Existing Conditions, Environmental Impacts, Mitigation Measures, and Cumulative Impacts
Effects Found Not to be Significant
Other CEQA- Mandated Sections
References and Organizations/ Persons Consulted
The project description, to be developed closely with the City and General Plan team, will contain the City' s primary objectives for the General Plan, a description of the plan' s jurisdictional boundaries, and existing conditions. It will present proposed land uses, infrastructure concepts, policies, programs, and development regulations. Phasing information will also be included, if available. The information will be described in text, tabular, and graphic forms ( maps and diagrams).

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The Consultant typically orients analyses around clear impact statements that are separately highlighted in the text. This allows a more precise statement of the specific issue at hand and sets the stage for the technical discussion that follows. If the impact level warrants mitigation measures, they are indexed to and immediately follow the numbered impact in question. The Consultant has found that such an approach focuses the analysis and becomes clearer for the public and decision -makers to follow. Each topical section will include:
existing environmental conditions and pertinent regulatory policies; thresholds of significance;
a description of environmental changes that would result from implementation of the General Plan and whether those changes would be significant;
mitigation measures to reduce or avoid the potentially significant impacts; a conclusion as to whether significant impacts would remain after implementation of mitigation measures; and
a discussion of cumulative impacts.

Issues to be analyzed in a programmatic framework will include:

Aesthetics
Agriculture/ Forestry Resources
Air Quality
Biological Resources
Cultural Resources
Energy
Geology and Soils
Greenhouse Gas Emissions
Hazards and Hazardous Materials
Hydrology and Water Quality
Land Use and Planning
Mineral Resources
Noise
Population and Housing
Public Services
Recreation
Transportation and Traffic
Tribal Resources
Utilities and Service Systems
Wildfire
Approaches to the impact analysis for the Program EIR will be discussed with City staff and will be consistent with the assumptions and methodologies used in recent EIRs in the city of Solvang to the extent possible. In general, the impact analysis will focus on the issues present in the Planning Area and likely to be affected or impacted by the General Plan Update. Some issues may not require a detailed analysis relative to other issues because they do not occur in Solvang or would be unaffected by the Solvang General Plan Update 18 October 5, 2020
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EXHIBIT A: SCOPE OF WORK
project. For such issue areas, the analysis will be contained in the " Effects Found Not to be Significant' section of the Program EIR.

Alternatives Analysis. A range of alternatives will be considered in the Program EIR. State CECtA Guidelines require consideration of the " No Project' Alternative. For purposes of this Program EIR, the No Project Alternative would be a continuation of the existing General Plan without any updates or additions. In addition to the " No - Project' Alternative, the Consultant will consider other alternatives such as alternative land use scenarios) that were developed during the General Plan Update. Evaluation of alternatives will be in less detail than that for the proposed project, though the analysis will provide decision - makers and the public adequate information to decide between alternatives. This section will also identify the " environmentally superior alternative." If the " No Project' Alternative is determined to be environmentally superior, the ADPEIR will identify the environmentally superior alternative among the remaining scenarios.

Climate Adaptation and Resiliency. As required by SB 379, the Consultant will address climate adaptation in the General Plan. The Consultant will create a short, easily digestible " state of the science" about historic and future climate hazards, such as flooding and drought, extreme heat events, and wildfire. Using this climate -related hazard data, The Consultant will first prepare a vulnerability assessment describing the potential impacts of climate change on vulnerable physical assets ( e. g., properties and buildings, transportation systems, and open space and ecosystem areas) and populations. Then the Consultant will define adaptation and resilience strategies and actions for the General Plan. These policies will be integrated throughout the plan to ensure resiliency is considered in all aspects of planning.

Climate Change Vulnerability Assessment. To better understand the potential impacts and vulnerabilities to climate change hazards and meet the requirements of SB 379, the Consultant will prepare a vulnerability analysis to begin defining future adaptation responses. The Consultant will begin by preparing a " state of the science" climate hazard report to better understand the historical and projected trends for temperature, precipitation, extreme heat, drought, urban flooding, sea level rise and coastal flooding, and air quality, among other climate hazards. Reporting will include a short narrative description of the climate -related hazard and historical and projected trends related to the hazard in Solvang. This climate -related hazard information will be supported by a variety of maps, infographics, and other data, drawing on existing and on- going work such as data compiled from CalAdapt and other sources. Where data is available, projected trend hazard data will include a midcentury and an end -of -century scenario.

After finalizing the climate hazard reporting, The Consultant will conduct a vulnerability assessment to identify community assets that are vulnerable to the potential impacts of climate change. This analysis will help Solvang begin to define and prioritize adaptation goals and actions. The vulnerability analysis will seek to uncover a broad range of direct and indirect climate impacts across key sectors, including infrastructure, buildings, natural systems, economic assets, and populations. The analysis will identify key sectors and their assets exposed to climate hazards, assess the sensitivity and adaptive capacity of each sector, and evaluate the vulnerability of each consistent with the California Adaptation Planning Guide and ART framework and in alignment with SB 379.

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The vulnerability assessment will combine qualitative and quantitative analysis. The Consultant will map Solvang' s critical infrastructure ( e. g., roads and highways, railways, water systems), sensitive population groups and disadvantaged communities, parks and open space areas, and other key assets to better understand exposure to each climate hazard. This spatial/ quantitative analysis will be combined with an assessment of existing plans and efforts underway to minimize the impacts of climate change to ascertain vulnerability, such as the Sustainable Communities Program and draft update to the Santa Barbara County Multi -Jurisdictional Hazard Mitigation Plan. Where possible, the relative vulnerability will be mapped for each asset category, using maps in combination with text and tables that provide insight into the vulnerabilities.

The vulnerability assessment will help Solvang develop a strong basis for understanding the implications for adaptation planning and will help identify goals, objectives, and actions to include in the General Plan' s Land Use and Safety Elements, among others.

Adaptation and Resilience Strategy. The Consultant will develop a set of policies and actions guided by the Vulnerability Assessment that will improve resiliency and reduce or eliminate risks from natural hazards in Solvang. The Consultant will ensure resilience policies and strategies are fully integrated into the General Plan with emphasis on land use, circulation, and safety in a way that is effective and implementable.

The Adaptation and Resilience Strategy will include suggested projects, programs, and funding sources for natural hazard mitigation and response, and will directly tie to the forthcoming Santa Barbara County Multi -Jurisdictional Hazard Mitigation Plan. The strategy will be developed in coordination with City staff, including the Public Works and Community Development Department, local emergency response providers, and elected officials.

Technical Studies: Transportation
Evaluating Current General Plan and Existing Conditions The Consultant will examine transportation and mobility in the city of Solvang. The Consultant will cover key topics including existing roadway facilities, safety, traffic level -of -service ( LOS) at key intersections and roadway segments, current General Plan, and the operative legislative framework under which this Transportation and Mobility Element update will be developed ( i. e., SB 743, AB 32, AB 1358, etc.).

Although VMT will be the new metric for identifying CEQA impacts, the Consultant will describe the current status and future needs of the following countywide sub -systems:

Roadways, including roadways of all functional classifications and designations Transit services, including local and regional services Railway facilities
Bikeway facilities, Class I — IV
Pedestrian facilities
Goods movement—truck, rail, and air freight
Aviation Facilities
Transportation coordination with land use
Transportation demand management
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Transportation system management
Costs and revenues for major roadway and transportation improvements The update tothe Transportation andMnbi| hxE| ernentwU| detenn| neapprooriateVMT thresholds of significance ( per SB 743). The Consultant are familiar with implementation guidelines for SB 743 by the Office of Planning and Research ( OPR) and have been assisting local and regional agencies statewide on how to address these new CEQA requirements — including the cities of Goleta and Santa Maria. The VIVIT 1hresho| davvi|| ref{ectthe" fu|| trip'| enQth" oftripsthathaveat| eestonetrip' endoutsidetheOty| inoits.

The Consultant will also use the SBCAG model to examine full trip lengths and associated VMT. The Consultant will compare and validate modeled information relative to the most recent commuter data available from the Longitudinal Employment and Housing Dynamic ( LEHD) and information the Central Coast Origin - Destination Study ( SBCAG, 2016). Recommended thresholds will be consistent with OPR guidance onthe implementation ofSB743.

In recognition that the City will likely want to retain its roadway operational performance policies | nthe General Plan, The Consultant will also examine roadway operations including roadway segment and intersection LOS. The Consultant will also incorporate complete streets standards for all modes, including pedestrians, bicyclists, and transit. These efforts comply with the Current beat practices, such asthe multimodal LOS and Level of Traffic Stress methodologies as well as the Complete Streets legislation ( AB 1358) at the state level. The Consultant has performed these analyses for several general plan updates in California and will assist the City in realizing and evaluating its own complete streets goals as well as the requirements of the California Complete Streets Act.

Traffic Count Inventory
The Consultant will consolidate all existing traffic count data and stratify this data by count source, facility type, and age ofcount. Existing traffic count data bases from existing studies, state highway published volumes, Highway Performance Monitoring System ( HPMS), City, SBCAG, and SBCAG travel demand model validation counts will be examined for applicability, Pre- COVID- 19 existing counts that properly reflect the existing condition of the City' s transportation infrastructure will be used. For consistency and trend assessments, count data necessary toanalyze all ofthe local City roadways identified in the current General Plan' s Circulation Element will be obtained ( 6 roadways segments and 10 intersections). Per the City' s direction, additional roadways could be added to this list.

For SR 246 ( Mission Drive), the Consultant will use the most recent published traffic volume data from Caltrans. Published peak hour volumes or available traffic counts from Caltrans' Trend Stations will be used to derive K and D factors ( peak hour and directional factors) as well as seasonal and weekend adjustment factors, if desired.

Traffic Background Conditions Analysis
After all traffic count data has been harvested, the Consultant will examine existing condition traffic operations analysis for Mission Drive ( SR 246) and local City roadways. The Consultant will coordinate with the City as to whether intersections and multi -modal ( Complete Streets) LOS analysis on select roadways within the City is desired.

Asdescribed previously, the Consultant will use the SQCAGRegional Travel Demand Model ( RTDM) and coordinate closely with the City to determine appropriate VIVIT thresholds of significant for evaluating So| nanQGeneral Plan Update 21 October 5, 2020
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traffic impacts under CEQA ( per SB 743). The Consultant will use the same approach as applied for the City of Goleta and City of Santa Maria for developing their VMT Thresholds.

For City -owned roadway segments, The Consultant will collect all geometric and design information. The City' s adopted thresholds will be compared relative to the HCM 6th Edition planning level peak hour and ADT threshold procedure and LOS stratifications. City staff will make the determination to either retain its current ADT threshold or modify it based on this new information. The Consultant will determine roadway segment conditions based on the procedure selected by the City. The Consultant will apply the same approach for study intersections. As previously described, operational analyses performed as part of the Santa Ynez Valley Traffic Circulation and Safety Study (SBCAG, 2020) can be used in lieu of performing new analysis.

Based on the information described above relative to the applicable performance service standards f each facility analyzed, The Consultant will identify existing deficiencies within the city. I Aspart ofTraffic Backgroundassessment, The Consultant will examine the City' s parking supply associated with the City' s five municipal parking lots as well as on -street parking supply. Objectives and policies associated with the management of the city' s parking supply will be reexamined and updated as appropriate based oninput from the City.

The Consultant will review and document the existing Santa YnezValley Transit LSYVT\ transit services most recent transit ridership data available. Weekday system diagnostic performance measures ( i. e., fair box ratio, passenger service mile, revenue service hours, revenue service miles etc.) tracked as part of the required Triennial Performance Audit process will also be documented. The most recent Triennial Performance Audit will be used for this purpose ( 2016- 18 TDA Triennial Performance Audit). Past triennial performance audits will also be examined to identify trends in these system -side performance measures. This information will be reviewed relative to the service performance measures, goals, and policies documented inthe transit reports, documents, and studies.

The Assessment Reports will be reviewed to identify unmet transit needs and any prominent needs that have been expressed by the community groups within the city for improved fixed route or ADA compliant social service transportation services. This will reflect pertinent SYVT related information in the 2020 Transit Needs Assessment ( SBCAG, 2020).

The Consultant will use the City' s and/ or SBCAG' s GIS database to prepare the following GIS maps:
w Transit serviceroutes/ lines
Local Service Lines
Regional Service Lines
Although the city is not directly served by rail, there is an Amtrak passenger rail bus service that connects the City ofSmlvang tothe Pacific 5urOinerwhich provides passenger service toregions north and south. This service will bereviewed and documented.

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Bikeway Background Conditions Analysis
The Consultant will review information provided in the Santa Ynez Valley Bicycle Master Plan ( SBCAG, 2O19) and the Regional Active Transportation Plan ( SBCAG, 2015), and SBCAGs 2040 RTP/ SCS. The City' s bicycle network will be stratified and described based on Class 1, Class 11, Class III and Class IV facilities. A connectivityassessmmentandTrafficLeve| ofSLreos( TLS\ assessmentvvi|| beperfornnedontheexist{ ng bicycle network within the city, This information will be informed by the goals and policies documented in the existing General Plan, the City' s Bike Maps and the S0CA6 RTP/ SCS.

The Consultant will use available GIS databases to prepare the following GIS maps:

Bikeway facilities ( existing and planned)
Class | facilities
Class Ufacilities
Class III facilities
Class Nfacilities
Level of Traffic Stress
The Consultant will evaluate the existing conditions for pedestrians in the city, examining connectivity, access, and maintenance ofthe existing facilities. Using the GIS information asastarting point, the key pedestrian/ tourist activity centers or corridors will be identified, including locations of public services, such as schools, hospitals, and government offices, as well as bus stops and transit centers. Connectivity for pedestrian movements as well as pedestrian access within downtown pedestrian activity centers will be evaluated.

The Consultant will provide xnassessment ofgoods movement. This analysis will address the primary modes of goods movement including truck, rail, and air. This assessment will include a review of the linkages and coordination issues between these modes for goods movement within the City of Solvang and Santa Barbara County. In consultation with City staff, the Consultant will identify those city roadways where existing heavy- duty vehicle levels are being experienced, Where observations of high levels of STAA- sized trucks are operating on non- Terminal or Service Access STAA designated routes will be noted, For these roadways, the Consultant will adjust the heavy vehicle percentages in the traffic operations to adequately account for higher passenger car equivalents in these calculations under the future conditions analysis.

The Consultant will prepare the following GIS maps:
a STAA National and Terminal Access Routes ( existing)
Although not owned bvthe City, the Consultant will provide anassessment ofthe Santa YnezAirport and its general aviation facilities, This assessment will include utilization trends and a review of the accessibility and coordination linkages between the airport and the City of, Solvan# General Plan Update 23 October G, 2U2U
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Based onthe existing general plan, the Consultant will accurately characterize the goals, objectives, strategies and policies that compliment transportation and land use coordination in the city. This will also include those goals/ objectives/ strategies/ policies that may serve as barriers to effective coordination. The connection between transportation and land use may or may not lead to General Plan policies that encourage densification, mixed use development, connectivity for non -motorized travel; which are often miss -applied as surrogates for development patterns that provide more opportunity for non -motorized travel uruse uftransit. Quantification ofthese land use performance measures iunot incorporated into this work scope, However, the Consultant will work with the City and the General Plan team to check the consistency between these metrics and SBCAG' s RTP/ SCS goals, objectives, and Transportation Demand Management ( TDM)/ System Management ( TSM) Existing Conditions Analysis
The Consultant will examine the following data sources for travel demand characteristics and demand management trends asthey pertain 10the City.

American Community Surveys kuCS
Longitudinal Employment and Housing Dynamic ( LEHD)
Household Travel Surveys
w California Household Travel Survey ( CHTS), 2O1U
National Household Travel Survey ( NHTS)
The status ofTSM strategies such aspark- and- hdelots, traffic signal timing management, pavement management and intelligent transportation system will beaddressed. Astatus update and estimate of maintenance backlog of the City' s pavement management system will be documented ( Le., miles of roadway, miles in need of maintenance and projected maintenance cost).

The Consultant will work with the City to develop significance criteria to evaluate the transportation system. The Consultant will develop future daily traffic forecasts at up to six ( 6) roadways ( some with multiple segments) and up to ten ( 10) key intersections for the Final General Plan, These forecasts will be adjusted to account for model error before being used in subsequent operations analysis. The Consultant will coordinate with the City to apply Level of Service ( LOS) thresholds to conduct the daily roadway travel forecasts. The Consultant will also develop vehicle miles of travel estimates for the greenhouse gas assessment in compliance with the OPR' s 2017 General Plan Guidelines, SB 375 and SB 743. Daily traffic volumes ( existing and forecast) will provide inputs to noise analysis.

The Consultant will also qualitatively evaluate the impacts ontransit and non -motorized systems ofthe No Project and the Preferred Alternative and recommend mitigation measures to address potentially significant impacts of the Plan. The Consultant will summarize the results of the assessment as part of the Circulation chapter ofthe E| R.

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Ilk
impacts to a less than significant level, The Consultant expects that other project team memberswill use the various technical reports to prepare the administrative draft and draft Circulation section of the EIR, and the Consultant will review the draft documents for consistency with the analysis.

The Consultant will use SBCAGs RTDM to evaluate the General Plan and two project alternatives using VMT estimates, including citywide VMT, home- based VMT, and employment based VMT relative to a countywide baseline average or citywide baseline average, The Consultant will also use the SBCAG model to examine full trip lengths for all internal- external A - X) and external- internal ( M) trip lengths.

The Consultant will produce daily roadway segments and pea hour intersection turn movement forecasts for the preferred alternative, The Consultant will also identify the major transportation infrastructure necessary to address the deficiencies identified through modeling. The results will determine the effectiveness potential circulation improvements resulting from the General Plan for the final Preferred Alternative and include the final land use and circulation system improvements.

Cumulative Impacts. The document will evaluate cumulative impacts based on planning documents for the Planning Area. The contribution of the proposed project to the overall cumulative impact will also be Other CEQA Sections. The ADPE| Rwill provide, inaddition tothe sections discussed above, all other required CEQAsections, including areas wfknown controversy, growth inducement effects, and significant unavoidable impacts.

Task 5. 4: Staff Review/ Screen Check Draft Program EIR The Consultant will incorporate City staff input into the ADPEIR and provide City staff with digital versions of the ADPEIR in both Word and PDF formats. City staff will conduct one review of the ADPEIR and provide consolidated comments and edits. The Consultant will incorporate appropriate revisions and prepare a Screen Check Draft Program EIR, The Consultant will provide the Screen Check version in a digital format,
Task 5. 5: Draft Program EIR
After the City has reviewed the Administrative Draft FIR, the Consultant will meet with City Staff to review the City' s comments and strategize on how best to address important issues ( e. g., future streamlining, SB 743, and project specific analysis). Following this meeting with City staff, the Consultant will respond toCity comments onthe Administrative Draft E| R.

After addressing the City' s comments, the Consultant will provide the requisite number ofprinted copies of the Draft EIR to City staff for distribution and a PDF file optimized for web posting and public noticing. The Consultant will oversee the submittal ofthe BR tothe State Clearinghouse for the 4S -day public review period and will prepare for posting a Notice of Availability with the Santa Barbara County Clerk' s office. The Consultant will be responsible for mailing the Notice of Availability to the County Clerk, responsible and local agencies, stakeholders, and a newspaper of general circulation, Draft and Final Notice ofPreparation ( digital version and submittal ofcopies nftheNOPwith the State Clearinghouse)
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1111111
111111111 1F P 11111
Scoping Meeting Materials
Administrative Draft Program E| R ( 2 hand copies and 10 CD copies to the City) m^ Screen Check Draft Program E| 0( digital version)
Draft Program EIR ( 10 hard copies and 10 CD copies sent to the City and 15 hard copies of the Executive Summary and 15 CD copies of the Draft Program EIR submitted to the State Clearinghouse, NOA submitted to the County Clerk)
h a s e 6: Certification of the Final Program EIR and Adoption of thTT 11EXAT-3M.

Within three weeks of receipt of all comment letters on the Draft Program EIR, the Consultant will submit a draft Response to Comments to City staff for review. The Response to Comments document will include a list of commenters, comment letters, responses to comments, and any added or revised text of the Draft Program EIR that may be necessary. All responses will include reasoned analysis and, as necessary, will include additional analysis. The final version of the Response to Comments will be incorporated as an appendix to the Final Program EIR.

The scope and budget assume a level of effort that would include 72 hours of staff time for this task.

This assumes receipt of approximately 15 to 25 comment letters. If the number of comment letters and the effort to prepare responses is greater than anticipated, the Consultant will notify City staff immediately and discuss options to amend our scope of work and budget, as necessary. Following receipt of City staff comments, the Consultant will finalize the Response to Comments.

Task 6, 2: Mitigation, Monitoring, and Reporthrig Program Concurrent with the Response to Comments, the Consultant will prepare a Mitigation Monitoring and Reporting Plan ( MMRP), which will be included in the Final Program EIR. The MMRP will be provided in a lormat designed for use by planners, environmental monitors, or code enforcement officers, Essentially, this plan will take the form of a detailed table that describes:

Persons/ agencies responsible for monitoring compliance with each condition Timing when monitoring must occur
Frequency ofmonitoring
Criteria tobeused tudetermine compliance with conditions Task 63: Final Program EIR
The Consultant will complete the Final Program EIR after the review period has closed and all comments submitted during that period have been received. The Final Program EIR will include corrections to the Draft Program EIR ( if warranted), comments received, and responses. The Consultant will prepare a Screen Check Final Program EIR for City staff review and confirmation followed by a Final Program EIR fr* 7w**LApoKiWm[ mkoxi,-tfirAt&--w[[[-wroduce print and digital co ies of the Final Program EIR. Within one day of Final Program FIR certification and project approval, The Sokang General Plan Update 26 October 5, 2020
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Consultant will submit the draft Notice of Determination / NOD\ to City staff for delivery to the County Clerk and/ or State Clearinghouse.

Task 6.A: Planning Con"imiss^on, 1- iearing
The Consultant will attend one public hearing with the Planning Commission facilitated by City staff to review the Draft General Plan and Final Program El R. The Planning Commission will consider the comments made during the public hearing and make recommendations to the City Council. If it is desired for the Consultant to attend more than one hearing, then the additional meetings will be added asadditional tasks.

Task 6, 5: City Council Hearings y2\
Draft 2040 General Plan and Final Program EIR. At these hearings, the City Council will consider the Planning Commission recommendations and the comments made at the Planning Commission public hearing. After the hearings, the City Council will direct the Consultant to incorporate their recommendations and prepare the Final General Plan and Final Program EIR. I Task 6, 6: Fina0Genera Plan Documents
Following public review ofthe Draft General Plan, the Consultant will prepare the Final General Plan for adoption.

Task & T City Council Adoption H(-,,,,,, a^ Ylg
The Consultant will attend one hearing with the City Council for certification of the Final Program EIR and adoption ofthe Final 2O4OGeneral Plan.

Mitigation, Monitoring, and Reporting Program ( digital version) Final Program E| R/ 1Qhard copies and 15 [ D copies tothe City) Tracking mfcomments and recommendations ( all meetings, digital versions) Final 2040 General Plan ( digital version, 50 bound hardcopies, 1 unbound hard copy for m Final 2O4OGeneral Plan Land Use Map ( digital version, and 25hardconies Compilation CD with all milestone documents, data, and GIS files ( 3 CDs) So| vang General Plan Update 27 October 5i2D2O
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EXHIBIT C

Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess ofthe limits and coverage required in this agreement and which is applicable to a given loss, will be available to City.

Consultant shall provide the following types and amounts ofinsurance:

Commercial General Liability Insurance using Insurance Services Office " Commercial General Liability" policy form CG 00 01, or a City approved equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $ 1, 000, 000 per occurrence and in the aggregate.

Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol I ( Any Auto) or the equivalent. Limits are subject to review, but in no event to be less than $ 1, 000,000 per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If Consultant or Consultant' s employees will use personal autos in any way on this project, Consultant shall provide evidence of personal auto liability coverage for each such person.

Workers Compensation on a state -approved policy form providing statutory benefits as required by law with employer' s liability limits no less than $ 1, 000, 000 per accident or disease.

The policy must " pay on behalf of the insured and must include a provision establishing the insurer' s duty to defend. The policy retroactive date shall be on or before the effective date of this agreement.

Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the state of California and with an A.M. Bests rating ofA- or better and a minimum financial size V7I.

General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant:

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2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant' s employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise.

5. Consultant' s general liability policy shall not contain any provision or definition that would serve to eliminate so- called " third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor.

6. All coverage types and limits required are subject to approval, reasonable modification and reasonable additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage ( e.g. elimination of contractual liability or reduction of discovery period) that may affect City' s protection without City' s prior written consent.

7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant' s general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option.

Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage by the carrier,

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11, Consultant shall be responsible for paying any deductibles or self-insured retentions on it' s policies.

12. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety ( 90) days advance Written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City.

14. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non- compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard.

Termination of this obligation is not effective until City executes a written statement to that effect.

16. The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents.

18. These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such.

20. Consultant agrees to be responsible for ensuring that no contract used between itself and its sub -consultants reserves the right to charge City or Consultant for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.

21. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out ofthe work performed under this agreement. City assumes no obligation or liability 465
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by such notice, but has the right ( but not the duty) to monitor the handling of any such claim or claims ifthey are likely to involve City.
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Agenda Item Number: 4.i
Solvang City Council STAFF REPORT
PREPARED BY: Xenia Bradford, City Manager
Rodger A. Olds – Public Works Director
MEETING DATE: July 11, 2022
SUBJECT: Approve the agreement with MNS Engineers Inc for Stormwater Program Assistance and implementation for the amount not to exceed $106,950 for the term of July 1, 2022 – June 30, 2023 and authorize the City Manager to execute on behalf of the City.

RECOMMENDATION:

Authorize the City Manager to execute on behalf of the City a contract with MNS Engineers Inc. for assistance with the City’s stormwater program and implementation of the City’s Stormwater permit requirements.

DISCUSSION:

The Regional Water Quality Control Board (RWQCB) adopted the Phase II Small Municipal Stormwater Separate Storm Sewer Systems (MS4) Permit on February 5, 2013, with implementation of the Stormwater Management Guidance Document starting Fiscal Year 2013/14. MNS Engineers, Inc. has been a critical part of the City’s team to meet the requirements of the MS4 permit since the Fiscal Year 2013/14
MNS Engineers, Inc coordinates all aspects of the MS4 Permit requirements including education and training, public outreach, inspection, design review guidance, coordination with the City of Buellton who is out co-permittee, and required reporting. Staff recommends continuing to contract with MNS Engineers for this scope of work due to their knowledge of the City’s specific program, local presence, and shared partnership with the City of Buellton.

ALTERNATIVES:

Should City Council not authorize staff to execute the contract with MNS Engineers, Inc. City Public Works Engineering Staff would be required to perform this work inhouse. Current City staffing levels, expertise, and ongoing nature of the permit requirements would make this very difficult if not impossible to achieve while maintain the current level of service.

FISCAL IMPACT:

The is no new fiscal impact to this action. Contracted work by MNS Engineers Inc. is funded through the existing Council approved budget and no budget amendments are necessary. It is anticipated that the work performed by MNS Engineers, Inc. for FY 2022/23 is $106,950.

ATTACHMENTS:

A. DRAFT Contract, and Fee Schedule
467

CITY OF SOLVANG

PROFESSIONAL SERVICES AGREEMENT

PARTIES AND DATE. This Agreement is made and entered into this 1st day of July, 2022 (“Effective Date”) by and between the CITY OF SOLVANG, a Municipal Corporation and Charter City organized under the Constitution and laws of the State of California with its principal place of business at 1644 Oak Street, Solvang, CA 93463 (“City”) and MNS ENGINEERS, INC., a California Corporation with its principal place of business at 201 N. Calle Cesar Chaves, Suite 300 Santa Barbara, CA 93103 and local branch: 201 Industrial Way, Suite A, Buellton CA 93427 (“Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement. The parties hereto, in consideration of the mutual covenants contained herein, hereby agree to the following terms and conditions:

1.0 GENERAL PROVISIONS

1.01 Term: This agreement will become effective on the date of execution set forth below, and will continue in effect until terminated as provided herein.

1.02 Services : Consultant shall perform the scope of work (tasks) described and set forth in Exhibit A, attached hereto and incorporated herein as though set forth in full. Consultant shall complete the tasks according to the project schedule which is also set forth in Exhibit A.

Consultant shall determine the method, details and means of performing the abovereferenced services.

Consultant may, at their own expense, employ such assistants and subconsultants, as Consultant deems necessary to perform the services required of Consultant by this agreement.

However, Consultant may not assign this agreement to any other person or entity in the performance of required project-related services, and the City may not control, direct or supervise Consultant’s assistants or employees in the performance of those services.

1.03 Standard of Performance: Consultant’s services shall be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of Consultant’s profession currently practicing under similar conditions. Whenever the scope of work requires or permits approval by the City, it is understood to be approval solely for the purposes of conforming to the requirements of the scope of work and not acceptance of any professional or other responsibility for the work. Such approval does not relieve the Consultant of responsibility for complying with the standard of performance or laws, regulations, industry standards, or from liability for damages caused by negligent acts, errors, omissions, noncompliance with industry standards, or the willful misconduct of Consultant or its subcontractors. By delivery of completed work, Consultant certifies that the work conforms to the requirements of this contract and all applicable federal, state and local laws. If Consultant is retained to perform services requiring a license, certification, registration or other similar requirement under California law, Consultant shall maintain that license, certification, registration or other similar requirement throughout the term of this Contract.

1.04 Compensation: In consideration for the services to be performed by Consultant, City agrees to pay Consultant monetary consideration for professional services in accordance with the fee schedule set forth in Exhibit C. The parties agree that total compensation for fees and costs for the services detailed in Exhibit A shall not exceed the sum of $106,950.00 unless and until this Agreement is amended as provided herein.

Attachment A
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1.05 Billing/Payment Terms. All charges for Consultant’s services and authorized related reimbursable expenses shall be billed monthly, and all undisputed charges will be paid by City within 30 (thirty) days of receipt. The bills shall list all tasks under this Agreement, the task budget, project total budget, percentage completed for each task for that month, associated percentage billing against each task, and total billing for that month. In the event the Agreement is based on time & materials billing up to a not-to-exceed amount, the bill shall itemize by date all services and expenses provided during the invoice period (under this Agreement) including a brief description of the nature of work performed, the person or vendor performing them, the applicable billing rate, and the time expended. All Consultant service invoices must be approved by either the Public Works Director or the City Manager prior to payment.

2.0 OBLIGATIONS OF CONTRACTOR

2.01 Contract Management and Service Performance: Consultant Principal shall serve as the project manager and will personally prepare, or direct and supervise the preparation of, all work product called for by this agreement. Consultant represents that it has the qualifications, experience and facilities to properly perform all services hereunder in a thorough, competent, timely, and professional manner and shall, at all times during the term of this Agreement, have in full force and affect all licenses required of it by law. Consultant agrees to devote the hours and the human resources necessary to timely perform the services set forth in this agreement in an efficient, professional, and effective manner.

2.02 Avoidance of Conflict of Interest.
(a) 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 extracontractual services does not interfere with or present a conflict with City’s business or interfere with the timely performance and completion of Consultant’s services under this Agreement. (b) Consultant shall comply with all conflict of interest laws and regulations including, without limitation, the City’s Conflict of Interest Code (on file in the City Clerk’s Office). All officers, employees and/or agents of Consultant who will be working on behalf of the City pursuant to this Agreement may be required to file Statements of Economic Interest. Therefore, it is incumbent upon the Consultant to notify the City of any staff changes relating to this Agreement.

(c) In accomplishing the scope of services of this Agreement, all officers, employees and/or agents of the Consultant unless as indicated in Subsection (d), will be performing a very limited and closely supervised function, and therefore, unlikely to have a conflict of interest arise. No disclosures are required for any officers, employees, and/or agents of Consultant, except as indicated in Subsection (d). _____ (Initials).

N/A
(d) In accomplishing the scope of services of this Agreement, Consultant will be performing a specialized or general service for the City, and there is substantial likelihood that the Consultant’s work product will be presented, either written or orally for the purpose of influencing a governmental decision. As a result, the following persons shall be subject to the City’s Conflict of Interest Code.
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2.03 Tools and Instrumentalities: Consultant shall provide all tools and instrumentalities to perform the services under this agreement.

2.04 Workers’ Compensation and Other Employee Benefits: City and Consultant intend and agree that Consultant is an independent contractor of City and agree that Consultant and Consultant’s employees and agents have no right to Workers’ Compensation and other Citysponsored employee benefits. Consultant agrees to provide Workers’ Compensation and other employee benefits, where required by law, for Consultant’s employees and agents. Consultant agrees to hold harmless and indemnify City for any and all claims arising out of any claim for injury, disability, or death of Consultant and any of Consultant’s employees or agents.

2.05 Indemnification
(a) Non-design, non-construction Professional Services: To the fullest extent permitted by law (including, but not limited to California Civil Code Sections 2782 and 2782.8), Consultant shall indemnify, defend, and hold harmless the City, and its elected officials, officers, employees, volunteers, and agents (“City Indemnitees”), from and against any and all causes of action, claims, liabilities, obligations, judgments, or damages, including reasonable legal counsels’ fees and costs of litigation (“claims”), arising out of the Consultant’s performance or Consultant’s failure to perform its obligations under this Agreement or out of the operations conducted by Consultant, including the City’s active or passive negligence, except for such loss or damage arising from the sole negligence or willful misconduct of the City. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from Consultant’s performance of this Agreement, the Consultant shall provide a defense to the City Indemnitees or at the City’s option, reimburse the City Indemnitees their costs of defense, including reasonable legal fees, incurred in defense of such claims. (b) Non-design, construction Professional Services: To the extent the Scope of Services involve a “construction contract” as that phrase is used in Civil Code Section 2783, this paragraph shall apply in place of paragraph (a). To the fullest extent permitted by law (including, but not limited to California Civil Code Sections 2782 and 2782.8), Consultant shall indemnify, defend, and hold harmless the City, and its elected officials, officers, employees, volunteers, and agents (“City Indemnitees”), from and against any and all causes of action, claims, liabilities, obligations, judgments, or damages, including reasonable legal counsels’ fees and costs of litigation (“claims”), arising out of the Consultant’s performance or Consultant’s failure to perform its obligations under this Agreement or out of the operations conducted by Consultant, except for such loss or damage arising from the active negligence, sole negligence or willful misconduct of the City. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from Consultant’s performance of this Agreement, the Consultant shall provide a defense to the City Indemnitees or at the City’s option, reimburse the City Indemnitees their costs of defense, including reasonable legal fees, incurred in defense of such claims.
(c) Design Professional Services: In the event Consultant is a “design professional”, and the Scope of Services require Consultant to provide “design professional services” as those phrases are used in Civil Code Section 2782.8, this paragraph shall apply in place of paragraphs (a) or (b). To the fullest extent permitted by law (including, but not limited to California Civil Code Sections 2782 and 2782.8) Consultant shall indemnify, defend and hold harmless the City and its elected officials, officers, employees, volunteers and agents (“City Indemnitees”), from and against all claims, damages, injuries, losses, and expenses including costs, attorney fees, expert consultant and expert witness fees arising out of, pertaining to or relating to, the negligence, recklessness or willful misconduct of Consultant, except to the extent caused by the sole negligence, active negligence or willful misconduct of the City. Negligence, recklessness or willful misconduct of any subcontractor employed by Consultant shall be 470
conclusively deemed to be the negligence, recklessness or willful misconduct of Consultant unless adequately corrected by Consultant. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from Consultant’s performance of this Agreement, the Consultant shall provide a defense to the City Indemnitees or at the City’s option, reimburse the City Indemnitees their costs of defense, including reasonable legal fees, incurred in defense of such claims. In no event shall the cost to defend charged to Consultant under this paragraph exceed Consultant’s proportionate percentage of fault. However, notwithstanding the previous sentence, in the event one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, Consultant shall meet and confer with other parties regarding unpaid defense costs. (d) Payment by City is not a condition precedent to enforcement of the indemnities in paragraph (a), (b), or (c). In the event of any dispute between Consultant and City, as to whether liability arises from the active negligence, sole negligence or willful misconduct of the City or its officers, employees, or agents, Consultant will be obligated to pay for City’s defense until such time as a final judgment has been entered adjudicating the City as having been actively negligent, solely negligent or as having engaged in willful misconduct. Except as otherwise required by Civil Code Section 2782.8, Consultant will not be entitled in the absence of such a determination to any reimbursement of defense costs including but not limited to attorney’s fees, expert fees and costs of litigation. The provisions of this Section 2.05 shall survive completion of Consultant’s services or the termination of this Agreement.

2.06 Insurance: Consultant shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit B attached to and part of this agreement.

3.0 OBLIGATIONS OF CITY

3.01 Cooperation: City agrees to comply with all reasonable requests of Consultant necessary to the performance of Consultant’s duties under this agreement. City employees, agents and officers of the City agree to disclose all information relevant to this project to Consultant. Consultant shall be entitled to reasonably rely upon the accuracy and completeness of information furnished by City, provided that Consultant shall give City prompt written notice of any known defects in such information.

4.0 TERMINATION OF AGREEMENT

4.01 Termination Notice: Notwithstanding any other provision of this agreement, any party hereto may terminate this agreement, at any time, without cause, by giving at least 30 (thirty) days’ prior written notice to the other parties to this agreement.

4.02 Termination on Occurrence of Stated Events: This agreement shall terminate automatically on the occurrence of any of the following events:
a. Sale of the business of any party;
b. The end of the 30 (thirty) days as set forth in section 4.01; c. End of the contract to which Consultant’s services were necessary; or d. Assignment of this agreement by Consultant without the consent of City. e. Death of any party.

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4.03 Termination by any Party for Default: Should any party default in the performance of this agreement or materially breach any of its provisions, the non-breaching party, at its option, may terminate this agreement, immediately, by giving written notice of termination to the breaching party.

4.04 Termination: This agreement shall terminate on June 30, 2023 unless earlier extended as set forth in this Section. The City, with the agreement of Consultant, is authorized to extend the term of this agreement beyond the termination date, as needed, under the same terms and conditions as set forth in this agreement. Any such extension shall be in writing and be an amendment to this agreement.

5.0 SPECIAL PROVISIONS

5.01 Additional Tasks as May Be Assigned by the City Manager: Prior to initiating any Consultant work on matters relating to the purposes of this Agreement, but outside the Scope of Services for this Agreement, it shall be the responsibility of Consultant to obtain written approval of the City Manager, prior to initiation of such tasks.

5.02 Time Schedule: Consultant is to begin work upon receipt and execution of City contract. It is contemplated that most of the services hereunder will be completed on or before.

TIME IS OF THE ESSENCE OF THIS CONTRACT. Consultant agrees to engage its best efforts to adhere strictly to the schedule set forth in Exhibit A and incorporated herein.

5.03 Work Outside Contract Scope: No payment for changed or additional work shall be made unless the changed or additional work has first been approved in writing by the City Manager and the parties have agreed upon the appropriate adjustment, if any, to the payment schedule and maximum payment amount for the changed or additional work. The Contract Manger may order changes or additions to the scope of work. Whether a change or addition to the scope of work is proposed by the Consultant or ordered by the City Manager, the parties shall in good faith negotiate an appropriate adjustment, if any, to the payment schedule and maximum payment for the changed or additional work. An approved change or addition, along with the payment adjustment, if any, will be effective upon an amendment to this contract executed by both parties. The amendment shall not render ineffective or invalidate unaffected portions of this contract.

Consultant shall treat all records and work product prepared or maintained by Consultant in the performance of this contract as confidential.
(b) Limitation on use and disclosure. Consultant agrees that it will not use any information obtained as a consequence of the performance of work for any purpose other than fulfillment of Consultant’s scope of work. Consultant will not disclose any information prepared for the City, or obtained from the City or obtained as a consequence of the performance of work to any person other than the City, or its own employees, agents or subcontractors who have a need for the information for the performance of work under this contract unless such disclosure is specifically authorized in writing by the City. (c) Security plan. If requested by the City Manager, Consultant shall prepare a security plan to assure that information obtained from the City or as a consequence of the performance of work is not used for any unauthorized purpose or disclosed to unauthorized persons. 472
Consultant shall advise the City of any request for disclosure of information or of any actual or potential disclosure of information.
(d) Survival. Consultant’s obligations under this paragraph shall survive the termination of this contract.

6.0 MISCELLANEOUS

6.01 Notices: Except as otherwise expressly provided by law, any and all notices or other communications required or permitted by this agreement or by law to be served on or given to any party to this agreement shall be in writing and delivered or, in lieu of such personal service, when deposited in the United States mail, first class postage prepaid, to the following address for each respective party:

PARTY ADDRESS
TO: CITY OF SOLVANG City of Solvang
1644 Oak Street
Solvang, CA 93463
Attention: City Clerk
Copy to: Dave Fleishman
City Attorney
Richards, Watson & Gershon
847 Monterey Street, Suite 206
San Luis Obispo, CA 93401

TO CONSULTANT: MNS Engineers, Inc.
201 Industrial Way,
Buellton CA 93427

6.02 Governing Law: This agreement and all matters relating to this agreement shall be governed by the laws of the State of California in force at the time, should any need for interpretation of this agreement or any decision or holding concerning this agreement arise.

6.04 Remedies: The remedies set forth in this agreement shall not be exclusive, but shall be cumulative with, and in addition to, all remedies now or hereafter allowed by law or equity.

6.05 Due Authority: The parties hereby represent that the individuals executing this agreement are expressly authorized to do so on and in behalf of the parties.

6.06 Ownership of Work Product: Upon delivery, the work product, including without limitation, all original reports, writings, recordings, drawings, files, and detailed calculations developed under this contract are the property of the City. Consultant agrees that all copyrights, which arise from creation of the work pursuant to this contract, shall be vested in the City and waives and relinquishes all claims to copyright or other intellectual property rights in favor of the City. City acknowledges that its use of the work product is limited to the purposes 473
contemplated by the scope of work and that the Consultant makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work.

6.07. Integration and Modification: This contract represents the entire understanding and agreement of the City and Consultant as to those matters contained herein. This agreement correctly sets forth the obligations of the parties hereto to each other as of the date of this agreement. All agreements or representations respecting the subject matter of this agreement not expressly set forth or referred to in this agreement are null and void. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder.

This contract may not be modified, amended, or altered except in writing signed by the City and Consultant.

6.08. Advice of Counsel: The parties agree that they are aware that they have the right to be advised by counsel with respect to the negotiations, terms, and conditions of this contract, and that the decision of whether or not to seek the advice of counsel with respect to this contract is a decision which is the sole responsibility of each of the parties hereto. This contract shall not be construed in favor or against either party by reason of the extent to which each party participated in the drafting of the contract.

6.09. Independent Review: Each party hereto declares and represents that in entering this contract it has relied and is relying solely upon its own judgment, belief and knowledge of the nature, extent, effect and consequence relating thereto. Each party further declares and represents that this contract is being made without reliance upon any statement or representation not contained herein of any other party, or any representative, agent, or attorney of any other party.

6.10. Attorney Fees: In the event of any controversy, claim or dispute between the parties hereto, arising out of or relating to this agreement, or the breach hereof, the prevailing party shall be entitled, in addition to other such relief as may be granted, to a reasonable sum as and for attorney fees.

6.11 No waiver: The waiver of any breach by any party of any provision of this agreement shall not constitute a continuing waiver or a waiver of any subsequent breach of this agreement.

6.12. Assignment: This agreement is specifically not assignable by Consultant to any person or entity. Any assignment or attempt to assign by Consultant whether it be voluntary or involuntary, by operation of law or otherwise, is void and is a material breach of this agreement, giving rise to a right to terminate as set forth in Section 4.03.

6.13. Time for Performance: Except as otherwise expressly provided for in this agreement, should the performance of any act required by this agreement to be performed by either party be prevented or delayed by reason by any act of God, strike, lockout, labor trouble, inability to secure materials, epidemics, pandemics, or any other cause, except financial inability, which is the fault of the party required to perform the act, the time for performance of the act will be extended for a period of time equivalent to the period of delay and performance of the act during the period of delay will be excused: provided, however, that nothing contained in this Section shall exclude the prompt payment by either party as required by this agreement of the performance of any act rendered difficult or impossible solely because of the financial condition of the party required to perform the act.

6.14 Severability: Should any provision of this agreement be held by a court of competent jurisdiction or by a legislative or rulemaking act to be either invalid, void or unenforceable, the 474
remaining provisions of this agreement shall remain in full force and effect, unimpaired by the holding, legislation or rule.

6.15. Construction: The parties agree that each has had an opportunity to have their counsel review this agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this agreement or any amendments or exhibits thereto. The captions of the sections are for convenience and reference only, and are not intended to be construed to define or limit the provision to which they relate.

6.16. Amendments: Amendments to this agreement shall be in writing and shall be made only with the mutual written consent of all the parties to this agreement.

6.17. Signatures: The individuals executing this contract represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities.

IN WITNESS WHEREOF, the parties have executed this contract on the following date.

CITY OF SOLVANG CONTRACTOR
MNS ENGINEERS, INC.

By: By:

Xenia Bradford, City Manager Jeff Edwards, Vice President

Date: Date:

APPROVED AS TO FORM
Richards, Watson & Gershon

By:

Dave Fleishman, City Attorney
Date:

ATTEST:
_______________________________
Annamarie Porter, City Clerk
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EXHIBIT A

SCOPE OF WORK,
Task 1 - Program Management
• Maintain Enforcement Response Plan (including the Enforcement Measure and Tracking Log)
• Meetings and Committees
o MNS Engineers will represent and pursue the interests on behalf of the City of Solvang during public meetings, stakeholder meetings, Santa Barbara County and Regional Board workgroups. The following are some of the anticipated meetings and frequency: Santa Barbara County Association of MS4 Managers (SBCAMM) quarterly and applicable RWQCB meetings as needed. • Coordination with Regional Water Quality Control Board o MNS will meet with and correspond with RWQCB staff as necessary to respond to inquiries, data requests, and submit reports related to the scope of work above, the City’s Stormwater Permit, and the Guidance Document.

Task 2 - Public Education and Outreach
• Assist with implementation of the regional Community Social Based Marketing Campaign “Our Water Our World” targeting pesticide use. • Review Education and Outreach Program Strategy and update (annually). • Continue to monitor online and event surveys to assess the effectiveness of the SWMP public education and outreach activities to adjust focus and/or program accordingly (annually).
• Coordinate third party vendor to provide a stormwater pollution prevention education program for Solvang School (K-6) (biennially, if educational opportunity accepted) and/or continue to provide educational materials such as bookmarks, posters, and coloring and activity books (as needed).
• Prepare stormwater brochures and flyers in English and Spanish for the City (as needed).
• Inspect Stormwater Brochure Displays at City Hall and Planning Parks & Recreation and record brochure distribution (monthly) and restock as needed. • Disseminate education materials to target audiences (as needed). • Prepare two-three stormwater articles the Santa Ynez Valley News for Solvang’s media campaign.
• Provide recommendations for Stormwater Management webpage updates and feature current SWMP documents, general information and ensure the County’s Project Clean Water and other resource links are still active (as needed). • Staff stormwater display at the State of the City, and/or alternative event and/or distribute stormwater bookmarks to Solvang Library and Solvang School. • Prepare Stormwater and Water Conservation Tip of the Month for publishing on the City’s website and within Chamber of Commerce E-Newsletter. • Coordinate and/or execute applicable Staff and Site Operator Training, Illicit Discharge Detection and Elimination Training, Construction Outreach and Education Training 476
(Permittee Staff Training, Construction Site Operator Training), Pollution Prevention and Good Housekeeping Training (Biennial Employee Training, if needed). • Coordinate coast cleanup articles and/or social media outreach for 2022 Coastal Cleanup Day.
• Coordinate a joint outreach with SBCAMM to prepare stormwater educational materials and distribute (as needed).

Task 3 - Public Involvement and Participation
• Maintain IRWMP Stakeholders List (annually).
• Maintain the Interested Parties Signup/Volunteer List (annually).

Task 4 - Illicit Discharge Detection and Elimination
• Review Outfall Map and provide recommended revisions to meet E.9/PEAIP requirements (as needed).
• Review Illicit Discharge Source/Facility Inventory and update (as needed). • Assess priority areas identified by the City (once per permit term and/or annually). • Coordinate field sampling of any flowing outfalls or ponding more than 72 hours after the last rain including conducting follow-up investigations within 72 hours if action levels exceeded (annually).
• Coordinate dry weather sampling (more than 72 hours since the last rain event) if outfalls identified as priority areas including conducting follow-up investigations within 72 hours if action levels exceeded (annually).
• Review Spill Response Plan and update (annually).
• Conduct illicit discharge and elimination source investigations (as needed). • Coordinate approach and follow-up investigations with code compliance staff and responsible party (if known) within 72 hours. Verify corrective actions (including verification of clean-up and abatement activities) have been completed. • Complete Stormwater Incident Report Forms (including Stormwater Complaint Log) and update.

Task 5 - Construction Site Storm Water Runoff Control
• Maintain Construction Site Inventory and update.
• Review construction site inspection checklist and update (as needed). • Conduct construction site storm water inspections prior to the land disturbance (during the rainy season), during active construction (at minimum monthly), following active construction.

Task 6 - Pollution Prevention / Good Housekeeping for City Operations • Review Permittee Owned or Operated Facilities Inventory and Map and provide update recommendations (as needed).
• Conduct Permittee Owned or Operated Facilities comprehensive assessment hotspot inspections and compile results to document implementation effectiveness, inspection, inspection results and maintenance and replacement of all municipal BMPs (as needed).
• Review Storm Drain System SOP and provide update (as needed) • Coordinate storm drain system cleaning and maintenance activities and compile assessment/inspection findings that will be used to update the City’s mapping/GIS database and prioritize maintenance activities related to structural/maintenance defects. 477
• Coordinate assessment of O&M activities and compile results to determine need for implementation of additional BMPs.
• Re-distribute the Landscaper’s Guide to BMPs in English and Spanish to City Staff and City approved Landscape Maintenance and Pest Control Contractor (annually). • Compile Chemical Use in Landscape Maintenance Records from the City Staff and Landscape Maintenance and Pest Control Contractor and create Chemical Usage Report (annually).

Task 7 - Post Construction Stormwater Management
• Maintain Construction Site Inventory, Structural Control Measures, PCR Regulated Projects, Construction Site Inspection, and Enforcement Inventory tracking and updates.
• Collection of annual maintenance certificates for installed stormwater control measures at all PCR Regulated Project sites or installed on a Low Impact Development Project site.

Task 8 - Water Quality Monitoring
• Collaborate with the County of Santa Barbara, and other MS4s to assist with the implementation of the Regional Receiving Water Monitoring Plan.

Task 9 - Program Effectiveness Assessment and Improvement Plan (PEAIP) • Review PEAIP for program compliance/effectiveness and document changes within the CASQA PEAIP Framework Template (as needed).
• Prepare a PEAIP Annual Summary Report that assesses the short- and long-term effectiveness of the City’s stormwater program in reducing pollutants of concern.

Task 10 - Total Maximum Daily Loads Compliance Requirements (TMDL) Compliance • Review EPA 303(d) List for Santa Ynez River (Lake Cachuma to below City of Lompoc) for any changes in the TMDL Requirement Status and update memo documenting review of 303(d) list and TMDL findings/status for Santa Ynez River (annually).

Task 11 - Annual Reporting Program
• Prepare and submit Phase II Small MS4 Annual Report and Central Coast PostConstruction Stormwater Management Requirements (PCRs) Annual Report, address City of Solvang’s comments prior to submitting the Annual Report through SMARTS.

Prepare a consolidated SWMP Annual Report for upload onto the City’s webpage and for use during Public Meetings (annually)
Task 12 - RS Trash Management
• Scope/Develop Trash Management Implementation Plan

PROJECT SCHEDULE
The proposed schedule for this project is 12 months.
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EXHIBIT B

INSURANCE REQUIREMENTS
Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance in conformance with the requirements set forth below. Consultant will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Consultant agrees to amend, supplement or endorse the existing coverage to do so. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City.

Consultant shall provide the following types and amounts of insurance:

Commercial General Liability Insurance using Insurance Services Office “Commercial General Liability” policy form CG 00 01, or a City approved equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence and in the aggregate.

Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the equivalent. Limits are subject to review, but in no event to be less than $1,000,000 per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non-owned auto endorsement to the general liability policy described above. If Consultant or Consultant’s employees will use personal autos in any way on this project, Consultant shall provide evidence of personal auto liability coverage for each such person.

Workers Compensation on a state-approved policy form providing statutory benefits as required by law with employer’s liability limits no less than $1,000,000 per accident or disease.

Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the consultant and “Covered Professional Services” as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer’s duty to defend. The policy retroactive date shall be on or before the effective date of this agreement.

General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant:

2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant’s employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise.

3. All insurance coverage and limits provided by Consultant and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement 479
or any other agreement relating to the City or its operations limits the application of such insurance coverage.

5. Consultant’s general liability policy shall not contain any provision or definition that would serve to eliminate so-called “third party action over” claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor.

6. All coverage types and limits required are subject to approval, reasonable modification and reasonable additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City’s protection without City’s prior written consent.

7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant’s general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option.

8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage by the carrier.

11. If Consultant’s existing coverage includes a deductible or self-insured retention, the deductible or selfinsured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or self-insured retention, substitution of other coverage, or other solutions. Consultant shall be responsible for paying any deductibles or self-insured retentions on its policies.

12. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City.

16. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant’s insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages.

17. The provisions of any workers’ compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents.

18. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive.

19. These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such.

20. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section.

21. Consultant agrees to be responsible for ensuring that no contract used between itself and its subconsultants reserves the right to charge City or Consultant for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements.

There shall be no recourse against City for payment of premiums or other amounts with respect thereto.

EXHIBIT C

SCHEDULE OF FEES
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Agenda Item: 4.j
Solvang City Council
Solvang City Council STAFF REPORT
PREPARED BY: Xenia Bradford, City Manager
Rodger A. Olds – Public Works Director
MEETING DATE: July 11, 2022
SUBJECT: Approve the Agreement with MNS Engineers Inc for the City Facilities Program Assessment and Master Plan for the amount not to exceed $84,937 and the Term July 1, 2022 – June 30, 2023 and authorize the City Manager to Execute on Behalf of the City.

RECOMMENDATION:

Authorize the City Manager to execute on behalf of the City a contract with MNS Engineers Inc. for the study and preparation of the City Facility Maintenance Program and Master Plan.

DISCUSSION:

As part of the City’s facilities program, the City is in need to develop a comprehensive Municipal Facilities Master Plan (MFMP) to facilitate and guide the City in the effective use of its existing facilities and properties, as well as provide a strategic vision to meet the City’s current and future needs. This is to be accomplished by evaluating the operational functionality of the existing City facilities, identifying deficiencies, and making recommendation for immediate and short-term improvements. The plan will ultimately forecast the City’s future operational needs including the Municipal Facilities needs for the subsequent 30 years. The MFMP will provide recommendations and preliminary implementation schedule to meet the City needs as well as take into consideration the economic impacts on City budget and planning. This project was approved as part of work program for Fiscal Year 2021-22 but was not completed due to turnover in staff.

In addition, the City will work with the consultant through this study process to develop a facilities program of recommended scheduled maintenance, repairs and replacement of all City facilities. The intent is to utilize existing tools and assets and determine the path forward for training and development of City Facilities Maintenance Staff.

Proposals were requested and received from the City’s two on-call engineering contractors, Cannon Corp. and MNS Engineers, Inc. The proposal received from MNS, Engineers included staff and scope to assist the city with the development of the City’s facilities maintenance and operations program.

Based on this additional scope, the strength of their staff experience, and capabilities to complete this unique combination of master planning, program assessment and development, staff recommends awarding this contract to MNS Engineers, Inc. for the City Facility Maintenance Program and Master Plan.

ALTERNATIVES:

Should City Council not authorize staff to execute the contract with MNS Engineers, Inc. City Staff would seek out proposals from additional engineering firms for the MFMP in order to complete this Study project listed in the Capital Improvement Program (CIP).

FISCAL IMPACT:

The proposed cost for the program development and Municipal Facilities Master Plan by MNS Engineers, Inc. is $84,937.00. The Facilities Master Plan is in the currently approved CIP for FY 484
2022/23 in the amount of $70,000. Staff proposes to utilize existing facilities maintenance budgets for the balance of $14,937.

ATTACHMENTS:

A. DRAFT Contract
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CITY OF SOLVANG

PROFESSIONAL SERVICES AGREEMENT

1.0 GENERAL PROVISIONS

1.01 Term: This agreement will become effective on the date of execution set forth below, and will continue in effect until terminated as provided herein.

Consultant shall determine the method, details and means of performing the abovereferenced services.

Consultant may, at their own expense, employ such assistants and subconsultants, as Consultant deems necessary to perform the services required of Consultant by this agreement.

1.04 Compensation: In consideration for the services to be performed by Consultant, City agrees to pay Consultant monetary consideration for professional services in accordance with the fee schedule set forth in Exhibit C. The parties agree that total compensation for fees and costs for the services detailed in Exhibit A shall not exceed the sum of $84,937, unless and until this Agreement is amended as provided herein.

Attachment A
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2.0 OBLIGATIONS OF CONTRACTOR

2.03 Tools and Instrumentalities: Consultant shall provide all tools and instrumentalities to perform the services under this agreement.
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2.05 Indemnification
(a) Non-design, non-construction Professional Services: To the fullest extent permitted by law (including, but not limited to California Civil Code Sections 2782 and 2782.8), Consultant shall indemnify, defend, and hold harmless the City, and its elected officials, officers, employees, volunteers, and agents (“City Indemnitees”), from and against any and all causes of action, claims, liabilities, obligations, judgments, or damages, including reasonable legal counsels’ fees and costs of litigation (“claims”), arising out of the Consultant’s performance or Consultant’s failure to perform its obligations under this Agreement or out of the operations conducted by Consultant, including the City’s active or passive negligence, except for such loss or damage arising from the sole negligence or willful misconduct of the City. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from Consultant’s performance of this Agreement, the Consultant shall provide a defense to the City Indemnitees or at the City’s option, reimburse the City Indemnitees their costs of defense, including reasonable legal fees, incurred in defense of such claims. (b) Non-design, construction Professional Services: To the extent the Scope of Services involve a “construction contract” as that phrase is used in Civil Code Section 2783, this paragraph shall apply in place of paragraph (a). To the fullest extent permitted by law (including, but not limited to California Civil Code Sections 2782 and 2782.8), Consultant shall indemnify, defend, and hold harmless the City, and its elected officials, officers, employees, volunteers, and agents (“City Indemnitees”), from and against any and all causes of action, claims, liabilities, obligations, judgments, or damages, including reasonable legal counsels’ fees and costs of litigation (“claims”), arising out of the Consultant’s performance or Consultant’s failure to perform its obligations under this Agreement or out of the operations conducted by Consultant, except for such loss or damage arising from the active negligence, sole negligence or willful misconduct of the City. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from Consultant’s performance of this Agreement, the Consultant shall provide a defense to the City Indemnitees or at the City’s option, reimburse the City Indemnitees their costs of defense, including reasonable legal fees, incurred in defense of such claims.
(c) Design Professional Services: In the event Consultant is a “design professional”, and the Scope of Services require Consultant to provide “design professional services” as those phrases are used in Civil Code Section 2782.8, this paragraph shall apply in place of paragraphs (a) or (b). To the fullest extent permitted by law (including, but not limited to California Civil Code Sections 2782 and 2782.8) Consultant shall indemnify, defend and hold harmless the City and its elected officials, officers, employees, volunteers and agents (“City Indemnitees”), from and against all claims, damages, injuries, losses, and expenses including costs, attorney fees, expert consultant and expert witness fees arising out of, pertaining to or relating to, the negligence, recklessness or willful misconduct of Consultant, except to the extent caused by the sole negligence, active negligence or willful misconduct of the City. Negligence, recklessness or willful misconduct of any subcontractor employed by Consultant shall be conclusively deemed to be the negligence, recklessness or willful misconduct of Consultant unless adequately corrected by Consultant. In the event the City Indemnitees are made a party 488
to any action, lawsuit, or other adversarial proceeding arising from Consultant’s performance of this Agreement, the Consultant shall provide a defense to the City Indemnitees or at the City’s option, reimburse the City Indemnitees their costs of defense, including reasonable legal fees, incurred in defense of such claims. In no event shall the cost to defend charged to Consultant under this paragraph exceed Consultant’s proportionate percentage of fault. However, notwithstanding the previous sentence, in the event one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, Consultant shall meet and confer with other parties regarding unpaid defense costs. (d) Payment by City is not a condition precedent to enforcement of the indemnities in paragraph (a), (b), or (c). In the event of any dispute between Consultant and City, as to whether liability arises from the active negligence, sole negligence or willful misconduct of the City or its officers, employees, or agents, Consultant will be obligated to pay for City’s defense until such time as a final judgment has been entered adjudicating the City as having been actively negligent, solely negligent or as having engaged in willful misconduct. Except as otherwise required by Civil Code Section 2782.8, Consultant will not be entitled in the absence of such a determination to any reimbursement of defense costs including but not limited to attorney’s fees, expert fees and costs of litigation. The provisions of this Section 2.05 shall survive completion of Consultant’s services or the termination of this Agreement.

2.06 Insurance: Consultant shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit B attached to and part of this agreement.

3.0 OBLIGATIONS OF CITY

4.0 TERMINATION OF AGREEMENT

4.01 Termination Notice: Notwithstanding any other provision of this agreement, any party hereto may terminate this agreement, at any time, without cause, by giving at least 30 (thirty) days’ prior written notice to the other parties to this agreement.

4.02 Termination on Occurrence of Stated Events: This agreement shall terminate automatically on the occurrence of any of the following events:
a. Sale of the business of any party;
b. The end of the 30 (thirty) days as set forth in section 4.01; c. End of the contract to which Consultant’s services were necessary; or d. Assignment of this agreement by Consultant without the consent of City. e. Death of any party.

4.03 Termination by any Party for Default: Should any party default in the performance of this agreement or materially breach any of its provisions, the non-breaching party, at its option, 489
may terminate this agreement, immediately, by giving written notice of termination to the breaching party.

5.0 SPECIAL PROVISIONS

5.02 Time Schedule: Consultant is to begin work upon receipt and execution of City contract. It is contemplated that most of the services hereunder will be completed on or before.

TIME IS OF THE ESSENCE OF THIS CONTRACT. Consultant agrees to engage its best efforts to adhere strictly to the schedule set forth in Exhibit A and incorporated herein.

Consultant shall advise the City of any request for disclosure of information or of any actual or potential disclosure of information.
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(d) Survival. Consultant’s obligations under this paragraph shall survive the termination of this contract.

6.0 MISCELLANEOUS

6.01 Notices: Except as otherwise expressly provided by law, any and all notices or other communications required or permitted by this agreement or by law to be served on or given to any party to this agreement shall be in writing and delivered or, in lieu of such personal service, when deposited in the United States mail, first class postage prepaid, to the following address for each respective party:

TO CONSULTANT: MNS Engineers, Inc.
201 Industrial Way,
Ste A
Buellton CA 93427

6.02 Governing Law: This agreement and all matters relating to this agreement shall be governed by the laws of the State of California in force at the time, should any need for interpretation of this agreement or any decision or holding concerning this agreement arise.

6.04 Remedies: The remedies set forth in this agreement shall not be exclusive, but shall be cumulative with, and in addition to, all remedies now or hereafter allowed by law or equity.

6.05 Due Authority: The parties hereby represent that the individuals executing this agreement are expressly authorized to do so on and in behalf of the parties.

6.06 Ownership of Work Product: Upon delivery, the work product, including without limitation, all original reports, writings, recordings, drawings, files, and detailed calculations developed under this contract are the property of the City. Consultant agrees that all copyrights, which arise from creation of the work pursuant to this contract, shall be vested in the City and waives and relinquishes all claims to copyright or other intellectual property rights in favor of the City. City acknowledges that its use of the work product is limited to the purposes contemplated by the scope of work and that the Consultant makes no representation of the 491
suitability of the work product for use in or application to circumstances not contemplated by the scope of work.