Agoura Hills City Council
May 28, 2025

AGENDA

REGULAR MEETING

AGOURA HILLS CITY COUNCIL
Civic Center – Council Chambers
30001 Ladyface Court, Agoura Hills, California 91301
Wednesday, May 28, 2025
6:00 p.m.

Please silence all cell phones and other electronic devices during the meeting.

ATTEND OR WATCH THE MEETING
For in-person attendance, Council Chamber doors will open to the public at 5:30 p.m. To watch the live stream or archive of this meeting on YouTube, enter “Agoura Hills City Council” and click on the date of the meeting. To watch the live stream or archive of this meeting on the City’s website, go to agourahillscity.org and click on the “Watch Meetings Online” button.

PUBLIC PARTICIPATION (PUBLIC COMMENT)
Option A: To provide public comments in-person in the Council Chambers Members of the public have an opportunity to attend the meeting in-person in the Council Chambers and speak or submit a written comment on any item listed on the Agenda. If you wish to speak, complete a Speaker’s Card for each item and submit to the City Clerk prior to the public comment portion of the item. Public testimony is limited to three (3) minutes per speaker; a speaker’s time may not be transferred to another speaker. Written public comments submitted at the meeting are not read aloud by the City Clerk.

Option B: To submit written public comments prior to the meeting Members of the public have an opportunity to submit written correspondence on any item listed on the Agenda. To ensure the City Council has the opportunity to review and/or consider information prior to the meeting, please identify the Agenda item number or topic in the email subject line and submit written public comments to: [email protected] on or before 4:00 p.m. on the meeting date. Public comments are not read into the record by the City Clerk.

Please note: any public comments received after the deadline may not be considered as part of the City Council’s deliberations nor entered into the official record. However, members of the public may participate by attending the meeting to submit or make their comments in-person.

CALL TO ORDER

LAND ACKNOWLEDGMENT

PLEDGE OF ALLEGIANCE
ROLL CALL Mayor Penny Sylvester
Mayor Pro Tem Jeremy Wolf
Councilmember Kate Anderson
Councilmember Chris Anstead
Councilmember Deborah Klein Lopez

REPORT OF CLOSED SESSION
City Council Regular Meeting Agenda
Wednesday, May 28, 2025

APPROVAL OF AGENDA

PRESENTATIONS
Business of the Month – Presentation to Sushi & Wasabi

INTERGOVERNMENTAL, SPECIAL PURPOSE COMMITTEE, & DEPARTMENTAL

REPORTS
Las Virgenes/Malibu Council of Governments Update
Santa Monica Mountains Conservancy Advisory Committee Update (City Council and Staff)

PUBLIC COMMENTS
(This section is reserved for persons wishing to address items not listed on the Agenda that are under the subject matter jurisdiction of the City Council. Please refer to “Public Participation” above for full details on how to speak or submit written public comments under this category.)

CONSENT CALENDAR
(Items on the Consent Calendar may be approved by a single motion and vote. Unless pulled by the City Council, there will be no separate discussion of these items. This section is reserved for persons wishing to address items on the Consent Calendar. Please refer to “Public Participation” above for full details on how to speak or submit written public comments under this category.)

1. Approve Minutes of the City Council Special Goal Setting Workshop of May 14, 2025
STAFF REFERENCE: CITY CLERK RODRIGUES

2. Approve Minutes of the City Council Regular Meeting of May 14, 2025 STAFF REFERENCE: CITY CLERK RODRIGUES

3. Approve Demand Warrant Register No. 933
STAFF REFERENCE: DIRECTOR OF FINANCE IBAÑEZ

4. Receive and File the City of Agoura Hills Single Audit Report for the Year Ended June 30, 2024
STAFF REFERENCES: FINANCE DIRECTOR CHO
DIRECTOR OF FINANCE IBAÑEZ

5. Approve Agreement for Contractor Services, with Durham School Services, L.P., for the 2025 Summer Beach Bus Service and 2025 Read with the Mayor Event STAFF REFERENCES: MANAGEMENT ANALYST POZOS

DIRECTOR OF COMMUNITY SERVICES BRINK
City Council Regular Meeting Agenda
Wednesday, May 28, 2025

CONSENT CALENDAR, continued -

6. Approve Agreement for Contractor Services, with J&A Rents and Sells, DBA, A Rental Connection, for Indoor and Outdoor Event Equipment Rental and Related Services
STAFF REFERENCES: RECREATION MANAGER NEWKIRK

MANAGEMENT ANALYST POZOS

7. Approve Agreement for Contractor Services, with Triton Technology Solutions, for the Labor and Installation of the Upgraded Cablecast System to Continue Streaming Meetings
STAFF REFERENCE: ASSISTANT CITY MANAGER ADEVA

COMMUNICATIONS MANAGER HADDAD

8. Approve Event Service Provider Agreement, with Sky Elements Drone Show, LLC, to Provide a Drone Show at the July Summer Concert in the Park STAFF REFERENCE: RECREATION MANAGER NEWKIRK

9. Approve Sponsor Agreement, with the California Conservation Corps, for the Construction of the Recreation Center Trail and Authorize the City Manager to Execute All Associated Documents
STAFF REFERENCE: DEPUTY CITY MANAGER CELAYA

10. Authorize the Purchase of One Ford F-150 Lightning Pro Electric Vehicle Truck from the Sourcewell Program via the Motor Vehicle Subvention Program (AB 2765) STAFF REFERENCES: MANAGEMENT ANALYST TREICHLER

DEPUTY CITY MANAGER CELAYA

11. Approve the Issuance of a Letter of Support for Assembly Bill 262 (Caloza); Establish the California Individual Assistance Act within California’s Office of Emergency Services
STAFF REFERENCE: ASSISTANT CITY MANAGER RAMIRO

12. Approve the Issuance of a Letter of Support for Assembly Bill 478 (Zbur); Accessibility to Emergency Information and Services to Safely Rescue Pets during Mandatory Evacuations
STAFF REFERENCES: ASSISTANT CITY MANAGER RAMIRO

MANAGEMENT ANALYST VICTORIA

13. Approve the Issuance of a Letter of Support for Senate Bill 394 (Allen); Enhanced Penalties for Water Theft from Fire Hydrants
STAFF REFERENCE: ASSISTANT CITY MANAGER RAMIRO
City Council Regular Meeting Agenda
Wednesday, May 28, 2025

CONSENT CALENDAR, continued -

14. Approve Extension of Emergency Resolution No. 25-2099; A RESOLUTION OF

THE CITY COUNCIL OF THE CITY OF AGOURA HILLS, CALIFORNIA,

DECLARING AN EMERGENCY CONDITION AND DECLARING THAT THE

PUBLIC INTEREST AND NECESSITY REQUIRES EMERGENCY ROOF

REPAIR TO BE PERFORMED AT THE AGOURA HILLS CIVIC CENTER

WITHOUT COMPETITIVE BIDDING PURSUANT TO PUBLIC CONTRACT CODE SECTIONS 20168 AND 22050 AND AUTHORIZING THE CITY MANAGER

TO EXECUTE ALL NECESSARY CONTRACTS AND DOCUMENTS FOR THE

EMERGENCY ROOF REPAIR
STAFF REFERENCE: DEPUTY CITY MANAGER CELAYA

15. Adopt Resolution No. 25-2102; A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AGOURA HILLS, CALIFORNIA, RECOGNIZING JUNE 2025 AS LESBIAN, GAY, BISEXUAL, TRANSGENDER, QUESTIONING, PLUS (LGBTQ+)

PRIDE MONTH IN THE CITY OF AGOURA HILLS AND DIRECTING STAFF TO

FLY THE RAINBOW PRIDE FLAG AT AGOURA HILLS CIVIC CENTER THROUGHOUT THE MONTH OF JUNE 2025
STAFF REFERENCE: CITY MANAGER HAMBURGER

CITY COUNCIL, STAFF COMMENTS

ADJOURNMENT
The next Regular City Council Meeting will be held at 6:00 p.m., on Wednesday, June 11, 2025, in the Council Chambers of the Civic Center. The Civic Center is located at 30001 Ladyface Court, Agoura Hills, California.

In compliance with the Americans with Disabilities Act, if you need special assistance to participate in a City Council meeting or other services offered by the City of Agoura Hills, please contact the City Clerk’s Office at (818) 597-7300. Notification at least 48 hours prior to the meeting or time when services are needed will assist City staff in assuring that reasonable arrangements can be made to provide accessibility to the meeting.

Copies of staff reports or other written documentation, relating to each item of business described in this Agenda, are posted to the City’s website at agourahillscity.org and are on file in the office of City Clerk Kimberly M. Rodrigues, Agoura Hills City Hall, 30001 Ladyface Court, Agoura Hills, California, 91301.

The telecast of the Wednesday, May 28, 2025, Regular City Council Meeting will be shown on Channel 10 for Time Warner Cable subscribers, Channel 3 for Charter subscribers, and Channel 99 for AT&T U-Verse subscribers, at a later date, and run daily until the next regularly scheduled City Council meeting. The broadcast schedule is as follows: M-10a m; T-3pm; W-10am; Th-7pm; F-10am; S-3pm; and Su-7pm.

MINUTES

GOAL SETTING WORKSHOP

SPECIAL MEETING OF THE AGOURA HILLS CITY COUNCIL
Civic Center – Council Chambers
30001 Ladyface Court, Agoura Hills, California 91301
Wednesday, May 14, 2025
4:00 p.m.

The City Council Goal Setting Workshop was called to order at 4:00 p.m. by Mayor Sylvester.

The Pledge of Allegiance was led by Assistant City Manager Adeva.

Present were: Mayor Penny Sylvester, Mayor Pro Tem Jeremy Wolf, Councilmember Kate Anstead, Councilmember Chris Anstead, and Councilmember Deborah Klein Lopez.

Also Present were: City Manager Nathan Hamburger, City Attorney Candice K.

Lee, Assistant City Manager Ramiro Adeva, Deputy City
Manager Louis Celaya, Communications Manager Mary
Haddad, Executive Assistant Michele Hubbs, Director of
Community Development Denice Thomas, Principal Planner
Robby Nesovic, Senior Code Compliance Officer Trinece
Bandy, Building Official Lukas Quach, Director of Public Works/City Engineer Charmaine Yambao, Deputy Director of Public Works Director Kelly Fisher, Director of Finance Diego Ibañez, Finance Manager Brenda Cho, Accountant Leah
Palmer, Director of Community Services Amy Brink, Recreation Manager Nick Newkirk, Recreation Supervisor Kimberly
Hollands, Management Analyst Stephanie Pozos, and City
Clerk Kimberly M. Rodrigues.

APPROVAL OF AGENDA
ACTION: Mayor Pro Tem Wolf moved to approve the Agenda, as presented.

Councilmember Klein Lopez seconded. The motion carried 5-0, by the following roll call vote:

AYES: Mayor Sylvester, Mayor Pro Tem Wolf, and
Councilmembers Anderson, Anstead, and Klein Lopez.

NOES: None.

ABSTAIN: None.

ABSENT: None.

City Council Special Meeting Minutes
Goal Setting Workshop
Wednesday, May 14, 2025

DISCUSSION / ACTION

1. Discussion of City Council Short and Long-Term Goals Following distribution of the Agenda Packet, and prior to the City Council Meeting, written correspondence was received from the following person(s), forwarded to the City Council, and made available for public review.

Mary Wiesbrock, Agoura Hills, representing Save Open Space The following person(s) spoke:

Peter Fehler, Agoura Hills, representing Agoura Hills Fire Safe Council Carolyn Trocino, Agoura Hills, representing the Old Agoura Homeowners Cyrena Nouzille, Agoura Hills
Upon discussion of short and long-term goals, the City Council provided feedback to staff and no reportable action was taken.

City Manager Hamburger announced that the next steps in the budget process will include finalizing all budget items and Community Outreach Grants at the Budget Workshop scheduled for June 11, 2025, with the final budget being presented for adoption on June 25, 2025.

CITY COUNCIL, STAFF COMMENTS
There were no comments.

ADJOURNMENT
At 5:39 p.m., Mayor Sylvester adjourned the meeting.

Kimberly M. Rodrigues, MPPA, MMC
City Clerk

MINUTES

REGULAR MEETING

AGOURA HILLS CITY COUNCIL
Civic Center – Council Chambers
30001 Ladyface Court, Agoura Hills, California 91301
Wednesday, May 14, 2025
6:00 p.m.

The City Council meeting was called to order at 6:00 p.m. by Mayor Sylvester.

Mayor Sylvester announced the Land Acknowledgement.

The Pledge of Allegiance was led by Cub Scout Pack 227.

Present were: Mayor Penny Sylvester, Mayor Pro Tem Jeremy Wolf, Councilmember Kate Anderson, Councilmember Chris
Anstead, and Councilmember Deborah Klein Lopez.

Also Present were: City Manager Nathan Hamburger, City Attorney Candice K.

Lee, Assistant City Manager Ramiro Adeva, Deputy City
Manager Louis Celaya, Executive Assistant Michele Hubbs, Community Development Director Denice Thomas, Principal Planner Robby Nesovic, Director of Public Works/City Engineer Charmaine Yambao, Consultant Traffic Engineer Matt Stewart, Kimley-Horn & Associates Engineering Consultants Sri
Chakravarthy, Chris Gregerson, Director of Finance Diego Ibañez, Finance Manager Brenda Cho, Director of Community Services Amy Brink, and City Clerk Kimberly M. Rodrigues.

REPORT OF CLOSED SESSION
City Attorney Lee reported on the Closed Session item pursuant to Government Code Section 54957.6. Direction was given to staff; no reportable action was taken.

APPROVAL OF AGENDA
ACTION: Councilmember Anstead moved to approve the Agenda, as presented. Mayor Pro Tem Wolf seconded. The motion carried 5-0, by the following roll call vote:

AYES: Mayor Sylvester, Mayor Pro Tem Wolf, and
Councilmembers Anderson, Anstead, and Klein Lopez.

NOES: None.

ABSTAIN: None.

ABSENT: None.

City Council Regular Meeting Minutes
Wednesday, May 14, 2025

PRESENTATIONS
Councilmember Anstead presented a Proclamation, recognizing Military Appreciation Month, to America Supporting Americans (ASA) Board Member Jim Sumner.

Mayor Sylvester gave a presentation, recognizing Apraxia Awareness Day, noting that the Proclamation would be delivered to “a family that requested that we honor this day.”

INTERGOVERNMENTAL, SPECIAL PURPOSE COMMITTEE, & DEPARTMENTAL

REPORTS
Councilmember Klein Lopez provided a Clean Power Alliance (CPA).

PUBLIC COMMENTS
The following person(s) spoke:

Jennifer Miller
Steve Lloyd, Agoura Hills

CONSENT CALENDAR
There were no public comments.

ACTION: Councilmember Klein Lopez moved to approve Consent Calendar Item Nos. 1-8, as presented. Councilmember Anstead seconded.

The motion carried 5-0, by the following roll call vote:

AYES: Mayor Sylvester, Mayor Pro Tem Wolf, and
Councilmembers Anderson, Anstead, and Klein Lopez.

NOES: None.

ABSTAIN: None.

ABSENT: None.

1. Approve Minutes of the City Council Regular Meeting of April 23, 2025

2. Approve Demand Warrant Register No. 932

3. Approve Agreement for Consultant Services, with MDG Associates, Inc., for Professional Services Related to Los Angeles County Development Authority Compliance Requirements

4. Approve Agreement for Contractor Services, with Solid Waste Solutions, Inc., for City Permit Services to Provide Film Permit Processing Services

5. Approve Notice of Completion for the Chumash Park ADA Path of Travel Improvements Project; NIB #24-01B
City Council Regular Meeting Minutes
Wednesday, May 14, 2025

6. Approve Agreement for Recovery of National Opioid Settlement Agreement Funds, with the County of Los Angeles, for Transfer of the City’s Opioid Settlement Allocation to the County for Use in Countywide Opioid Abatement Efforts

7. Approve Extension of Emergency Resolution No. 25-2099; A RESOLUTION OF

THE CITY COUNCIL OF THE CITY OF AGOURA HILLS, CALIFORNIA,

DECLARING AN EMERGENCY CONDITION AND DECLARING THAT THE

PUBLIC INTEREST AND NECESSITY REQUIRES EMERGENCY ROOF

REPAIR TO BE PERFORMED AT THE AGOURA HILLS CIVIC CENTER

WITHOUT COMPETITIVE BIDDING PURSUANT TO PUBLIC CONTRACT CODE SECTIONS 20168 AND 22050 AND AUTHORIZING THE CITY MANAGER

TO EXECUTE ALL NECESSARY CONTRACTS AND DOCUMENTS FOR THE

EMERGENCY ROOF REPAIR

8. Adopt Resolution No. 25-2100; A RESOLUTION OF THE CITY COUNCIL OF

THE CITY OF AGOURA HILLS, CALIFORNIA, ESTABLISHING THE

CLASSIFICATION OF RECORDS COORDINATOR AND SETTING THE SALARY RANGE

PUBLIC HEARING

9. Conduct a Public Hearing and Adopt Resolution No. 25-2101; A RESOLUTION OF

THE CITY COUNCIL OF THE CITY OF AGOURA HILLS, CALIFORNIA, ADOPTING THE 2025 CITY OF AGOURA HILLS TRANSPORTATION IMPACT FEE NEXUS STUDY AND THE 2025 TRANSPORTATION IMPACT FEE

CAPITAL IMPROVEMENT PROGRAM AND AMENDING TRANSPORTATION IMPACT FEES AS AUTHORIZED BY CHAPTER 5 OF ARTICLE VIII OF THE

AGOURA HILLS MUNICIPAL CODE AND MAKING A DETERMINATION OF

EXEMPTION UNDER CALIFORNIA ENVIRONMENTAL QUALITY ACT
Following presentation of the staff report, Mayor Sylvester opened the Public Hearing at 6:37 p.m.

Following a question-and-answer period of staff, Mayor Sylvester opened the floor for public comments.

There being no public comments or further questions, Mayor Sylvester closed the Public Hearing at 6:55 p.m.

Following deliberations, Mayor Sylvester called for a motion and second to approve the staff recommendation to adopt Resolution No. 25-2101.

ACTION: Councilmember Anderson moved to approve the staff recommendation. Councilmember Anstead seconded. The motion carried 5-0, by the following roll call vote:

AYES: Mayor Sylvester, Mayor Pro Tem Wolf, and
Councilmembers Anderson, Anstead, and Klein Lopez.

NOES: None.

City Council Regular Meeting Minutes
Wednesday, May 14, 2025

ABSTAIN: None.

ABSENT: None.

DISCUSSION / ACTION

10. Continued Discussion of City Gateway Entry Monument Details for the Kanan Road/Agoura Road Ultimate Intersection Improvements Project (Continued from April 23, 2025)
Following presentation of the staff report, and a question-and-answer period of staff, Mayor Sylvester opened the floor for public comments.

There were no public comments.

Following deliberations, Mayor Sylvester called for a motion and second.

ACTION: Councilmember Anstead moved to “recommend one monument sign on the northbound side, as you enter the City.” Councilmember Anderson seconded. The motion carried 5-0, by the following roll call vote:

AYES: Mayor Sylvester, Mayor Pro Tem Wolf, and
Councilmembers Anderson, Anstead, and Klein Lopez.

NOES: None.

ABSTAIN: None.

ABSENT: None.

11. Discussion Regarding City Website Redesign Project Update Following presentation of the staff report, and a question-and-answer period of staff, Mayor Sylvester opened the floor for public comments.

There were no public comments.

Following deliberations, Mayor Sylvester called for a motion and second to approve the staff recommendation “to move ahead” with the project.

ACTION: Councilmember Klein Lopez moved to approve the staff recommendation. Mayor Pro Tem Wolf seconded. The motion carried 5-0, by the following roll call vote:

AYES: Mayor Sylvester, Mayor Pro Tem Wolf, and
Councilmembers Anderson, Anstead, and Klein Lopez.

NOES: None.

ABSTAIN: None.

ABSENT: None.

City Council Regular Meeting Minutes
Wednesday, May 14, 2025

CITY COUNCIL, STAFF COMMENTS
Mayor Sylvester announced the Topanga Banjo Fiddle Festival at King Gillette Ranch and the Conejo Disabilities Fair at Conejo Creek North were scheduled for Saturday, May 17, 2025; and reported that she had visited all school sites, with the exception of Sumac which would be visited in the fall; attended the opening of the 25-year time capsule at Lindero Canyon Middle School last Thursday with Councilmember Klein Lopez; attended two ribbon-cutting events at Ace Hardware and Laidry Coffee Roasters; and noted the City Council had participated in the Arbor Day tree planting and Community Service Days.

ADJOURNMENT
At 7:49 p.m., Mayor Sylvester announced the next Regular City Council Meeting would be held at 6:00 p.m., on Wednesday, May 28, 2025, in the Council Chambers of the Civic Center and adjourned the meeting.

Kimberly M. Rodrigues, MPPA, MMC
City Clerk

DATE:

TO:

FROM:

BY:

REPORT TO CITY COUNCIL
MAY 28, 2025

HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL

NATHAN HAMBURGER, CITY MANAGER

STEPHANIE POZOS, MANAGEMENT ANALYST

AMY BRINK, DIRECTOR OF COMMUNITY SERVICES
SUBJECT: APPROVAL OF AGREEMENT FOR CONTRACTOR SERVICES WITH DURHAM SCHOOL SERVICES LP. FOR THE 2025 SUMMER BEACH
BUS SERVICE AND 2025 READ WITH THE MAYOR EVENT
Using Proposition A Funds, the Department of Community Services has been operating the Summer Beach Bus Program since 1985. Each summer, the bus travels to Zuma Beach through Las Virgenes/Malibu Canyon from the middle of June through the middle of August. Traditionally, the Summer Beach Bus makes four roundtrips to Zuma Beach and has three bus stops in Agoura Hills. This year, the service will be available to riders Monday through Friday from June 16, 2025, through August 8, 2025, except July 4 th
.

Dates and hours can be modified based on actual usage and budget availability. The Summer Beach Bus Program will continue to require a fare of $2.00 each way and will be operated by Durham School Services LP. The Summer Beach Bus is available on a first-come, first-serve basis and no reservations are required.

The agreement with Durham School Services LP. also includes additional transportation services for the 2025 Read with the Mayor event.

The proposed agreement has been reviewed by the City Attorney and approved as to form.

FISCAL IMPACT
There is no impact to the City Council 2024-25 and 2025-26 Budget as funds were appropriated for this professional service in the Proposition A- Beach Bus Account, 060- 4530-552081 and the Proposition A- Contract Services - Special Events Account, 060- 4420-4420EO.

RECOMMENDATION
Staff recommends the approval of the Agreement for Contractor Services with Durham School Services, LP., for the operation of the 2025 Summer Beach Bus Program and the 2025 Read with the Mayor event, with the recommendation to continue a fare of $2.00 each way for the Beach Bus Program. This fare is to assist in cost recovery and minimize the use of Proposition A Funds.

Attachment: Agreement for Contractor Services
2 Docusign Envelope ID: A9CD172C-9AEE-4B50-83E8-20379A8A99B1

AGREEMENT FOR CONTRACTOR SERVICES

WITH THE CITY OF AGOURA HILLS
NAME OF CONTRACTOR:

RESPONSIBLE PRINCIPAL OF CONTRACTOR:

CONTRACTOR'S ADDRESS:

CITY'S ADDRESS:

PREPARED BY:

COMMENCEMENT DATE:

TERMINATION DATE:

CONSIDERATION:

Durham School Services, L.P.

Attn: Britt Bogust
2601 Navistar Dr.

Lisle, IL 60532
City of Agoura Hills
30001 Ladyface Court
Agoura Hills, CA 91301
Attn: City Manager
Stephanie Pozos
June 16, 2025
December 31, 2025
Agreement Price:

Not to Exceed: $61,000/yr
ADDITIONAL SERVICES (Describe Services, Amount, and Approval):

Date: ------ Amount: $ ------ Authorized By: ______ _
(Not to Exceed 10% of Agreement Price) City Manager
A0130-CCMYR-2025
Docusign Envelope ID: A9CD172C-9AEE-4B50-83E8-20379A8A99B1

AGREEMENT FOR CONTRACTOR SERVICES BETWEEN

THE CITY OF AGOURA HILLS AND DURHAM SCHOOL
SERVICES, LP.

THIS AGREEMENT is made and effective as of June 16, 2025, between the City of Agoura Hills, a municipal corporation ("City") and Durham School Services, L.P. ("Contractor"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows:

1. TERM
This Agreement shall commence on June 16, 2025, and shall remain and continue in effect until tasks described herein are completed, but in no event later than December 31, 2025, unless sooner terminated pursuant to the provisions of this Agreement.

2. SERVICES
Contractor shall perform the services and tasks described and set forth in Exhibit A, attached hereto and incorporated herein as though set forth in full. Contractor shall complete the tasks according to the schedule of performance which is also set forth in Exhibit A.

3. PERFORMANCE
In meeting its obligations under this Agreement, Contractor shall at all times faithfully and competently perform all tasks described herein in a manner satisfactory to CITY and consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions.

4. PAYMENT
A. The City agrees to pay Contractor monthly, in accordance with the payment rates and terms and the schedule of payment as set forth in Exhibit B, Payment Rates and Schedule, attached hereto and incorporated herein by this reference as though set forth in full, based upon actual time spent on the above tasks. Any terms in Exhibit B other than the payment rates and schedule of payment are null and void. This amount shall not exceed Sixty-One Thousand Dollars and Zero Cents ($61,000.00) ("Agreement Price") for the initial Term of the Agreement unless additional payment is approved as provided in this Agreement.

The City Manager may approve additional work up to ten percent (10%) of the amount of the Agreement. Any additional work in excess of this amount shall be approved by the City Council.

B. Contractor shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein, unless such additional services are authorized in advance and in writing by the City Manager. Contractor shall be compensated for any additional services in the 2 A0130-CCMYR-2025
Docusign Envelope ID: A9CD172C-9AEE-4850-83E8-20379A8A9981 amounts and in the manner as agreed to by the City Council and Contractor at the time City's written authorization is given to Contractor for the performance of said services.

C. Contractor shall submit invoices monthly for actual services performed. Invoices shall be submitted between the first and fifteenth business day of each month, for services provided in the previous month. Payment shall be made within thirty (30) days of receipt of each invoice as to all non-disputed fees. If the City disputes any of Contractor's fees, it shall give written notice to Contractor within thirty (30) days of receipt of an invoice of any disputed fees set forth on the invoice. For all reimbursements authorized by this Agreement, Contractor shall provide receipts on all reimbursable expenses in excess of Fifty Dollars ($50) in such form as approved by the Director of Finance.

5. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE A. The City may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the Contractor at least ten (10) days prior written notice. Upon receipt of said notice, the Contractor shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement, such suspension or termination shall not make void or invalidate the remainder of this Agreement.

B. In the event this Agreement is terminated pursuant to this Section, the City shall pay to Contractor the actual value of the work performed up to the time of termination, provided that the work performed is of value to the City. Upon termination of the Agreement pursuant to this Section, the Contractor will submit an invoice to the City pursuant to Section entitled "PAYMENT" herein.

6. DEFAULT OF CONTRACTOR
A. The Contractor's failure to comply with the prov1s1ons of this Agreement shall constitute a default. In the event that Contractor is in default for cause under the terms of this Agreement, City shall have no obligation or duty to continue compensating Contractor for any work performed after the date of default and can terminate this Agreement immediately by written notice to the Contractor. If such failure by the Contractor to make progress in the performance of work hereunder arises out of causes beyond the Contractor's control, and without fault or negligence of the Contractor, it shall not be considered a default.

B. If the City Manager or his delegate determines that the Contractor is in default in the performance of any of the terms or conditions of this Agreement, it shall serve the Contractor with written notice of the default. The Contractor shall have ten ( 10) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that the Contractor fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement." 3 A0130-CCMYR-2025
Docusign Envelope ID: A9CD172C-9AEE-4B50-83E8-20379A8A99B1 C. In addition to any other termination rights set in this agreement and without prejudice to any other rights or remedies that either Party may have, either Party may terminate this Agreement immediately by delivery of written notice to the other Party at any time if any of the following occur: (i) the other Party files a voluntary petition for bankruptcy which is not dismissed within (90) days; (ii) the other Party discontinues business. Party must provide at least 10 days' notice of either occurrence.

7. OWNERSHIP OF DOCUMENTS
A. Contractor shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Contractor shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Contractor shall provide free access to the representatives of City or its designees at reasonable times to such books and records, shall give City the right to examine and audit said books and records, shall permit City to make transcripts therefrom as necessary, and shall allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment.

B. Upon completion of, or in the event of termination or suspension of this Agreement, all original documents, designs, drawings, maps, models, computer files containing data generated for the work, surveys, notes, and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall become the sole property of the City and may be used, reused or otherwise disposed of by the City without the permission of the Contractor. With respect to computer files containing data generated for the work, Contractor shall make available to the City, upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring and printing computer files.

8. INDEMNIFICATION
Contractor shall defend, indemnify, and hold the City, its officials, officers, employees, agents and independent contractors serving in the role of City officials, and volunteers (collectively "lndemnitees") free and harmless from any and all claims, demands, causes of action, proceedings, costs, expenses, liabilities, losses, damages or injuries, in law or equity, to property or persons, including wrongful death (collectively "Claims"), in any manner arising out of or incident to any acts or omissions of Contractor, its officials, officers, employees, agents or subcontractors in connection with the performance of this Agreement, including without limitation the payment of all consequential damages, attorneys' fees, and other related costs and expenses, except for such Claims arising out of the sole negligence or willful misconduct of the lndemnitees.

With respect to any and all such Claims, Contractor shall defend lndemnitees at Contractor's own cost, expense, and risk and shall pay and satisfy any judgment, award, or decree that may be rendered against lndemnitees. Contractor shall reimburse 4 A0130-CCMYR-2025
Docusign Envelope ID: A9CD172C-9AEE-4850-83E8-20379A8A9981 lndemnitees for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Contractor or lndemnitees. All duties of Contractor under this Section shall survive termination of this Agreement.

9. INSURANCE REQUIREMENTS
Prior to commencement of work, Contractor shall procure, provide, and maintain, at Contractor's own expense, for the duration of this Agreement, insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, or employees.
as:

A. Minimum Scope of Insurance. Coverage shall be at least as broad 1) Insurance Services Office Commercial General Liability form No. CG 00 01 11 85 or 88, or equivalent.
2) Insurance Services Office Business Auto Coverage form CA 00 01 06 92, or equivalent, covering Automobile Liability, code 1 (any auto). If the Contractor owns no automobiles, a non-owned auto endorsement to the General Liability policy described above is acceptable.
3) Worker's Compensation insurance as required by the State of California and Employer's Liability Insurance. If the Contractor has no employees while performing under this Agreement, worker's compensation insurance is not required, but Contractor shall execute a declaration that it has no employees. than:

B. Minimum Limits of Insurance. Contractor shall maintain limits no less 1) General Liability: $5,000,000 per occurrence for bodily injury, personal injury and property damage, including without limitation, blanket contractual liability. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 2) Automobile Liability: $10,000,000 per accident for bodily injury and property damage for all activities of the Contractor arising out of or in connection with work to be performed under this Agreement, including coverage for any owned, hired, non-owned or rental vehicles.
3) Worker's Compensation as required by the State of California; Employer's Liability: One million dollars ($2,000,000) per accident for bodily injury or disease.
5 A0130-CCMYR-2025
Docusign Envelope ID: A9CD172C-9AEE-4B50-83E8-20379A8A99B1 4) Sexual abuse/molestation insurance: Provider shall procure and maintain sexual abuse/molestation liability coverage with limits of not less than $1,000,000 per occurrence and $2,000,000 general aggregate. Coverage may be provided as part of commercial general liability coverage, professional liability coverage, or as a separate policy.

C. Deductibles and Self-Insured Retentions. Any deductibles or selfinsured retentions must be declared to and approved by the City Manager. At the option of the City Manager, either the insurer shall reduce or eliminate such deductibles or selfinsured retentions as respects the City, its officers, officials, employees and volunteers; or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.

D. Requirements Not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. 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 all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Vendor maintains higher limits than the minimums shown above, the Agency requires and shall be entitled to coverage for the higher limits maintained by the Vendor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Agency.

E. Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:
1) The City, its officers, officials, employees and volunteers are to be covered and named as additional insureds in respect to: liability arising out of activities performed by or on behalf of the Contractor; products and completed operations of the Contractor; premises owned, occupied or used by the Contractor; or automobiles owned, leased, hired or borrowed by the Contractor. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees or volunteers.
2) For any claims related to this project, the Contractor's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees and volunteers. Any insurance or self-insured maintained by the City, its officers, officials, employees or volunteers shall be excess of the Contractor's insurance and shall not contribute with it.
3) Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers.
4) The Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.
6 A0130-CCMYR-2025
Docusign Envelope ID: A9CD172C-9AEE-4B50-83E8-20379A8A99B1 5) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice has been given to the City. Contractor agrees to oblige its insurance agent or broker and insurers to provide City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage.
6) Waiver of subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against the City, its elected or appointed officers, agents, officials, employees, and volunteers or shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against the City and shall require similar written express waivers and insurance clauses from each of its subcontractors.

F. Acceptability of Insurers. Insurance is to be placed with insurers with a current AM. Best's rating of no less than A:VII, unless otherwise acceptable to the City.

Self insurance shall not be considered to comply with these insurance requirements.

G. Verification of Coverage. Contractor shall furnish the City with original endorsements, specifically naming the City of Agoura Hills, its officers, officials, employees and volunteers as additional insured, effecting coverage required by this clause.. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. The endorsements are to be on forms acceptable to the City. Insurance certificates and endorsements must be received and approved by City's Risk Manager prior to commencement of performance. Current insurance certificates and endorsements shall be kept on file with the City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time.

H. Mailing Instructions. Insurance documents shall be mailed with the signed Agreement to the attention of the staff person indicated on the cover sheet of this Agreement, to the City of Agoura Hills, 30001 Ladyface Court, Agoura Hills, CA 91301.

Executed Agreement(s) cannot be released nor may any work commence on a project until the signed Agreement and appropriate insurance documents are on file with the City Clerk.

10. INDEPENDENT CONTRACTOR
A. Contractor is and shall at all times remain as to the City a wholly independent Contractor. The personnel performing the services and tasks under this Agreement on behalf of Contractor shall not be City employees and shall at all times be under Contractor's exclusive direction and control. Contractor and all of Contractor's personnel shall possess the qualifications, permits, and licenses required by state and local law to perform the services and tasks under this Agreement, including, without limitation, a City business license as required by the Agoura Hills Municipal Code. Contractor shall determine the means, methods, and details by which Contractor's 7 A0130-CCMYR-2025
Docusign Envelope ID: A9CD172C-9AEE-4B50-83E8-20379A8A99B1 personnel will perform the services and tasks. Contractor shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the services and tasks, and compliance with the customary professional standards. Neither City nor any of its officers, employees, agents, or volunteers shall have control over the conduct of Contractor or any of Contractor's officers, employees, or agents.

B. Contractor shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, employees, or agents of City. Contractor and Contractor's personnel shall not supervise any of City's employees; and City's employees shall not supervise Contractor's personnel. Contractor's personnel shall not wear or display any City uniform, badge, identification number, or other information identifying such individual as a City employee; and Contractor's personnel shall not use any City e-mail address or City telephone number in the performance of any of the services and tasks under this Agreement. Contractor shall acquire and maintain at its sole cost and expense such vehicles, equipment, and supplies as Contractor's personnel require to perform any of the services and tasks required by this Agreement. Contractor shall perform all services and tasks off of City premises at locations of Contractor's choice, except as otherwise may from time to time be necessary in order for Contractor's personnel to receive projects from City, review plans on file at City, pick up or deliver any work product related to Contractor's performance of any services and tasks under this Agreement, or as may be necessary to inspect or visit City locations and/or private property to perform the services and tasks. City may make a computer available to Contractor from time to time for Contractor's personnel to obtain information about, or to check on, the status of projects pertaining to the services and tasks performed under this Agreement. Contractor shall not incur or have the power to incur any debt, obligation or liability whatever against City, or bind City in any manner.

C. No employee benefits shall be available to Contractor in connection with the performance of this Agreement. Except for the fees paid to Contractor as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Contractor for performing services and tasks hereunder for City. City shall not be liable for compensation or indemnification to Contractor for injury or sickness arising out of performing services and tasks hereunder. Contractor shall be responsible for and pay all salaries, wages, benefits and other amounts due to Contractor's personnel in connection with their performance of the services and tasks under this Agreement, and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to, Social Security taxes, other retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, state, or federal policy, rule, regulation, statute, or ordinance to the contrary, Contractor and any of its officers, employees, agents, and subcontractors providing any of the services and tasks under this Agreement shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit, or any incident of employment by City, including, but not limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System ("PERS") as a City employee, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits.
8 A0130-CCMYR-2025
Docusign Envelope ID: A9CD172C-9AEE-4B50-83E8-20379A8A99B1 D. Contractor shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs, and expenses of any nature to the extent arising from, caused by, or relating to Contractor's personnel practices, or to the extent arising from, caused by, or relating to the violation of any of the provisions of this Section. In addition to all other remedies available under law, City shall have the right to offset against the amount of any fees due to Contractor under this Agreement any amount due to City from Contractor as a result of Contractor's failure to promptly pay to City any reimbursement or indemnification arising under this Section. This duty of indemnification is in addition to Contractor's duty to defend, indemnify, and hold harmless as set forth in any other provision of this Agreement.

11. PERS COMPLIANCE AND INDEMNIFICATION
A. General Requirements. The parties acknowledge that City is a local agency member of PERS, and as such has certain pension reporting and contribution obligations to PERS on behalf of qualifying employees. Contractor agrees that, in providing its employees and any other personnel to City to perform the services and tasks under this Agreement, Contractor shall assure compliance with the Public Employees' Retirement Law, commencing at Government Code Section 20000, the regulations of PERS, and the Public Employees' Pension Reform Act of 2013, as amended. Without limitation to the foregoing, Contractor shall assure compliance with regard to personnel who have active or inactive membership in PERS and to those who are retired annuitants and in performing this Agreement shall not assign or utilize any of its personnel in a manner that will cause City to be in violation of the applicable retirement laws and regulations.

B. Indemnification. Contractor shall defend (with legal counsel approved by City, whose approval shall not be unreasonably withheld}, indemnify, and hold harmless City, and its City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Contractor's violation of any provisions of this Section. This duty of indemnification is in addition to Contractor's duty to defend, indemnify, and hold harmless as set forth in any other provision of this Agreement.

12. LEGAL RESPONSIBILITIES
The Contractor shall keep itself informed of all local, State and Federal ordinances, laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Contractor shall at all times observe and comply with all such ordinances, laws and regulations. The City, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the Contractor to comply with this section.
9 A0130-CCMYR-2025
Docusign Envelope ID: A9CD172C-9AEE-4B50-83E8-20379A8A99B1

13. RELEASE OF INFORMATION
A. All information gained by Contractor in performance of this Agreement shall be considered confidential and shall not be released by Contractor without City's prior written authorization. Contractor, its officers, employees, agents or subcontractors, shall not without written authorization from the City Manager or unless requested by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered "voluntary" provided Contractor gives City notice of such court order or subpoena.

B. Contractor shall promptly notify City should Contractor, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under or with respect to any project or property located within the City. City retains the right, but has no obligation, to represent Contractor and/or be present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor. However, City's right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

14. NOTICES
Any notices which either party may desire to give to the other party under this Agreement must be in writing and may be given either by: (i) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, that provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by Notice. Notice shall be effective upon delivery to the addresses specified below or on the third business day following deposit with the document delivery service or United States Mail as provided above.

To City:

To Contractor:

A0130-CCMYR-2025
City of Agoura Hills
30001 Ladyface Court
Agoura Hills, California 91301
Attention: City Manager
Durham School Services
2601 Navistar Drive
Lisle, IL 60532
Attn: Contract Administrator
10 Docusign Envelope ID: A9CD172C-9AEE-4B50-83E8-20379A8A99B1

15. ASSIGNMENT
The Contractor shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without prior written consent of the City.

Upon termination of this Agreement, Contractor's sole compensation shall be payment for actual services performed up to, and including, the date of termination or as may be otherwise agreed to in writing between the City Council and the Contractor.

16. LICENSES
At all times during the term of this Agreement, Contractor shall have in full force and effect, all licenses required of it by law for the performance of the services described in this Agreement.

17. GOVERNING LAW
The City and Contractor understand and agree that the laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in the municipal, superior, or federal district court with geographic jurisdiction over the City of Agoura Hills. In the event such litigation is filed by one party against the other to enforce its rights under this Agreement, the prevailing party, as determined by the Court's judgment, shall be entitled to reasonable attorney fees and litigation expenses for the relief granted.

18. PROHIBITED INTEREST
No officer, or employee of the City of Agoura Hills shall have any financial interest, direct or indirect, in this Agreement, the proceeds thereof, the Contractor, or Contractor's subcontractors for this project, during his/her tenure or for one year thereafter. The Contractor hereby warrants and represents to the City that no officer or employee of the City of Agoura Hills has any interest, whether contractual, noncontractual, financial or otherwise, in this transaction, or in the business of the Contractor or Contractor's subcontractors on this project. Contractor further agrees to notify the City in the event any such interest is discovered whether or not such interest is prohibited by law or this Agreement.

19. EXHIBITS
Exhibits A, B, C and D constitute a part of this Agreement and are incorporated into this Agreement by this reference. If any inconsistency exists or arises between a provision of this Agreement and a provision of any exhibit, the provisions of this Agreement shall control.

20. ENTIRE AGREEMENT
This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous Acontrgreements, understandings, representations and statements, 11 A0130-CCMYR-2025
Docusign Envelope ID: A9CD172C-9AEE-4B50-83E8-20379A8A99B1 oral or written, are merged into this Agreement and shall be of no further force or effect.

Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material.

21. AMENDMENT OF AGREEMENT
This Agreement may be amended only by a writing signed by both parties.

The City Manager is authorized to sign an Amendment to this Agreement on the City Council's behalf and without the City Council's prior approval to make the following nonsubstantive modifications to the Agreement: (a) name changes; (b) extensions of time that do not result in monetary changes; (c) non-monetary changes in the scope of work; and (d) termination of the Agreement. All monetary changes to this Agreement require City Council approval.

22. AUTHORITY TO EXECUTE THIS AGREEMENT
The person or persons executing this Agreement on behalf of Contractor warrants and represents that he or she has the authority to execute this Agreement on behalf of the Contractor and has the authority to bind Contractor to the performance of its obligations hereunder. In lieu of a handwritten or wet signature from the Contractor, the City may electronically process and execute this Agreement and request that the Contractor sign the Agreement electronically via DocuSign or similar electronic signature software.

23. COUNTERPARTS
This Agreement may be executed in counterparts, all such executed counterparts shall constitute the same Agreement, and the signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart.
12 A0130-CCMYR-2025
Docusign Envelope ID: A9CD172C-9AEE-4B50-83E8-20379A8A99B1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written.

A0130-CCMYR-2025

CITY OF AGOURA HILLS
Jeremy Wolf,
Mayor Pro Tem
ATTEST:

Kimberly M. Rodrigues, MMC
City Clerk
Date Approved by City Council: ______ _
APPROVED AS TO FORM:

Candice K. Lee,
City Attorney

CONTRACTOR
Durham School Services, L.P.

By: Durham Holding II, L.L.C.

Its General Partner
2601 Navistar Dr.

Lisle, IL 60532
Attn: Paul Egger
(630)821-5400
Pau I. [email protected]
By:

Name:

Title:

By:

Name:

Title:

Pau Egger
vice Presi
Dan cecchin
SVP Commercial Development
[Signatures of Two Corporate Officers Required]
13 Docusign Envelope ID: A9CD172C-9AEE-4B50-83E8-20379A8A99B1

EXHIBIT A

TASKS TO BE PERFORMED
The specific elements (scope of work) of this service include:

CONTRACTOR shall perform the services hereinafter indicated strictly in accordance with the terms and conditions of this agreement.

Section 1. Equipment and Facilities.

A. CONTRACTOR, as an independent contractor, shall at its sole cost and expense, provide one transit type bus or school bus (or a comparable vehicle approved by the CITY), with a minimum seating of 53 passenger seats to serve the route described in Exhibit C provided, however, in addition to such vehicle, CONTRACTOR shall provide from time to time a wheelchair lift-equipped vehicle to accommodate two wheelchairs to serve the route described in Exhibit C. For the purposes hereof, the phrases "bus," "buses," and "buses and bus equipment" shall refer to such wheelchair lift-equipped vehicles as well as regular buses.

In the event CITY exercises its right to increase the service hereinafter described, CONTRACTOR shall provide the necessary additional buses for said service. The minimum required seating capacity of the additional buses shall be 24 passengers.

The CITY will give at least 24-hour notice to CONTRACTOR for additional service.

B. CONTRACTOR shall provide the wheelchair lift-equipped vehicle described in Section A., above, from time to time upon telephone notice from the CITY, and as directed by CITY, for round trips on the route and on the days described in Section 3, below. CONTRACTOR shall not, however, be required to provide more than one such wheelchair lift-equipped vehicle per day. CITY will give at least 24-hour notice to CONTRACTOR for a wheelchair lift-equipped vehicle for service along the route.

C. All the buses required to be utilized in this Agreement shall be safe for operation on public roads and streets. CONTRACTOR shall, at its sole cost and expense, register and license such buses and bus equipment on public roads and streets.

D. All of the said buses, bus equipment and other equipment and facilities required by the Agreement shall, during the term hereof, be maintained by CONTRACTOR in good order and repair and in a condition satisfactory to the State of California.

E. Bus interiors shall be cleaned and swept prior to placing the bus in service on each day of operation specified herein, and the exterior shall be washed monthly.

F. Advertising on the buses is prohibited unless written authorization is obtained from CITY. The terms and conditions of any such advertising shall be Docusign Envelope ID: A9CD172C-9AEE-4850-83E8-20379A8A9981 subject to approval by the CITY. Proceeds of the advertisement will be remitted to CITY. CITY' S decision on these matters shall be final.

G. CONTRACTOR shall provide additional buses as necessary, in the event of a bus breakdown or overload conditions. The maximum response time shall be 45 minutes for a bus to be made available for the bus patrons to continue on to their destination.

H. CONTRACTOR shall provide and maintain appropriate fixed maintenance facilities for the servicing of the buses and bus equipment utilized under this Agreement. Such facilities shall be subject to approval by CITY.

I. CONTRACTOR shall in the course of its operations under this Agreement comply with all current and applicable Federal and State Safety Regulations. In addition, CONTRACTOR shall also comply with General Order No. 98A of the Public Utilities Commission, State of California, relating to the operation and maintenance of buses and bus equipment.

Section 2. Plan Route Frequency and Days of Service.

BEACH BUS
Included herewith and as a part hereof is Exhibit C describing the location and extent of the route to be served. The route shall operate five days a week (Monday through Friday), Monday, June 16, 2025, through August 8, 2025, except July 4, 2025, at times and stops described in attached Exhibit C. If and when increased ridership calls for it, the CONTRACTOR shall provide additional round trips on the service days designated above, as directed by CITY. CITY may cancel bus trips with a one-day notice without penalty to the CITY. CITY may add service dates as needed, said changes will be requested of CONTRACTOR in writing 5 days in advance of the implementation of the change. Bus trips canceled on the same day as scheduled for operation will be subject to a cancellation charge, except in cases of Force Majeure as defined by Section 6 of this Agreement.

READ WITH THE MAYOR- OCTOBER OR NOVEMBER 2025
Pick up time: 8:45 am
Return to school: 12:00 noon
Tuesday, Wednesday, or Thursday
Date - TBD in October/November 2025
City will provide date, time, and destination one month prior to the event. Service confirmation based on contractor availability at time of request.

Section 3. CONTRACTOR' S Service Requirements.

A. Monitoring of Schedules and Service (CONTRACTOR). CONTRACTOR shall monitor schedules, service and report ridership to CITY on a regular basis Docusign Envelope ID: A9CD172C-9AEE-4B50-83E8-20379A8A99B1 and indicate the need to maintain, reduce or increase the frequency of operations.

Ridership shall be recorded daily and submitted the following business day to the CITY. The records will include the number of people boarding at each stop location and fares collected for each trip on all service days.

B. Monitoring of Schedules and Services ( CITY). CITY shall have the right to have authorized CITY personnel board at no cost to CITY all buses utilized by CONTRACTOR in the performance of services herein for the purpose of monitoring the CONTRACTOR' S schedules and services.

C. Personnel. CONTRACTOR shall supply a sufficient number of properly trained, licensed and qualified persons to operate and maintain its equipment and to provide the services required hereunder. All of CONTRACTOR' S employees shall at all times while on duty in the performance of the services required herein by neatly and cleanly dressed, and shall at all times maintain a courteous cooperative attitude in their contact with the public. CONTRACTOR shall be solely and fully liable for the negligence and/or misconduct of any of its personnel. All such personnel who are likely to be in contact with the public shall be evaluated and screened for suitability for the position and shall be trained by CONTRACTOR to give accurate information concerning the routes and schedules of operations of the bus system.

CONTRACTOR shall during the normal bus operating hours have a manned office to accept calls of emergency and informational nature as it relates to bus service.

CONTRACTOR shall during normal bus operating hours have personnel carry pagers and cellular phones on bus. CITY recognizes that CONTRACTOR will have on-call staff only on Saturdays.

Upon notice from CITY concerning the conduct, demeanor or appearance of such persons in the employ of CONTRACTOR, not conforming to the above, CONTRACTOR shall forthwith take steps necessary to remove or alleviate the cause of the objection.

D. Identification. CONTRACTOR shall furnish head signs to identify the service and, if requested by CITY, furnish and mount logos signs for identification and promotional material on the exterior of the buses. All signs shall be subject to the approval of CITY.

E. On Time Performance. CONTRACTOR shall operate buses strictly according to the most current bus schedules provided by CITY and to a reasonable on- time performance standard except where service is interrupted for those reasons stated in Section 6. If service is interrupted, CONTRACTOR shall notify CITY immediately of the situation and provide an estimate of schedule disruption.

After office hours CONTRACTOR contact information:

Rudy Ramirez
Cell Phone: (818) 312-0035
Docusign Envelope ID: A9CD172C-9AEE-4B50-83E8-20379A8A99B1 Email: [email protected]
Mark Bolo
Cell Phone: (818) 612-6961
Email: [email protected]
F. Contractor will following all COVID health and safety protocols as established by the County.

Section 4. Changes in Routes. Frequency. Stops and Equipment.

CITY may from time to time require changes to be made on the route, frequency of service, stop locations and equipment. Said changes will be requested of CONTRACTOR in writing 5 days in advance of the implementation of the change.

CONTRACTOR shall after receipt of written notice take the necessary steps to institute such change in the most expedient manner possible.

Section 5. Fares or Charges.

BEACH BUS
Passenger fares will be $2.00 one-way or $4.00 round trip. CONTRACTOR will not provide change, passengers must procure exact payment. CITY will notify the CONTRACTOR in writing of any changes in the fares during the term of this contract. CONTRACTOR shall charge and collect from the persons utilizing said transportation system the fares or charges, as may be established by CITY in fare boxes of a type approved by CITY. Passengers must provide exact change CONTRACTOR does not have change for passengers.

CONTRACTOR shall not accept vouchers or tokens, from said persons in lieu of money unless authorized by CITY.

CONTRACTOR shall, upon such forms as shall be prescribed by CITY, furnish weekly to CITY a daily accounting of all revenues collected. The revenues collected each month will be deducted from the amount due to CONTRACTOR for the services provided during that month.

Section 6. Force Majeure.

CONTRACTOR shall not be charged, nor shall CITY demand from CONTRACTOR damages because of failure in providing the services indicated in the Agreement due to unforeseeable cause beyond the control and without the fault or negligence of CONTRACTOR. Such causes of excusable delay may include acts of federal and/ or state governments, acts of CITY, or anyone employed by them, acts of public enemy, fires, floods, snow storms, epidemic quarantine, restrictions, strikes, freight embargoes, and public road closures, but in every case the delay is excusable only for so long as, and to the extent that, the excusable delay continues.

Docusign Envelope ID: A9CD172C-9AEE-4850-83E8-20379A8A9981 In the event that the CONTRACTOR is unable to provide the services indicated due to any cause, it shall make a reasonable attempt at its expense, to so notify the City.

Section 7. Performance Bond.

CONTRACTOR shall procure, at its expense, and keep in effect at all times during the term hereof, a surety bond equivalent to 25% of the aggregate Agreement amount in favor of CITY and executed by a corporate surety authorized to conduct business as a surety in the State of California. Such bond shall be conditioned upon faithful performance by CONTRACTOR of the terms and conditions of the Agreement and shall be renewed to provide for continuing liability in the above amount notwithstanding any payment or recovery thereon. Said bond shall not be subject to cancellation except after notices to CITY by registered mail at least 45 days prior to the date of cancellation. CONTRACTOR shall submit said bond to CITY concurrently with the execution of this Agreement.

Upon failure of CONTRACTOR to keep such bond in effect at all times during the term hereof, CITY may terminate this Agreement by giving CONTRACTOR 5 days notice in advance of such termination.

Changes in services provided by CONTRACTOR, including but not limited to changes in routes, schedules and stops made pursuant to this Agreement shall in no way release CONTRACTOR or its surety herein from their obligations. Notice of such changes shall be waived by the surety.

Section 8. Taxes and Other Charges.

CONTRACTOR shall pay all taxes of whatever character that may be levied or charged upon its equipment, facilities, improvements, fixtures, or upon its operations hereunder. CONTRACTOR shall also pay all license or permit fees necessary or required by law for the conduct of its operations hereunder.

Section 9. Inspection.

CITY, or any person representing CITY, shall at all times have access and the right to inspect CONTRACTOR' S equipment and facilities utilized in the performance of this Agreement.

Section 10. Risk of Loss.

Contractor is not responsible for the loss, damage, or theft of personal property.

Contractor is not responsible for the personal injury of City's or third parties to the extent of caused by the negligent or intentional acts of the City, passengers or third parties.

See Exhibit D for Charter Passenger Policy. This policy provides guidance to the Customer regarding all charter transportation passengers, including but not limited Docusign Envelope ID: A9CD172C-9AEE-4B50-83E8-20379A8A99B1 to, employees, staff, and customers of the Customer who ride the charter buses provided by the Carrier.

Section 11. Funding.

CITY's obligations under this Agreement are subject to availability of funds in its Fiscal Year 2024-2025 and 2025-2026 budget to support this service. CITY will utilize local sales tax funds obtained pursuant to Ordinance No. 16 (Proposition A) of the Los Angeles County Transportation Commission for the funded of the service described herein. CONTRACTOR agrees to be bound by applicable provisions of this Ordinance and regulations of the Los Angeles County Transportation Commission pertaining thereto.

Docusign Envelope ID: A9CD172C-9AEE-4B50-83E8-20379A8A99B1

EXHIBIT B

PAYMENT RATES AND SCHEDULE
BEACH BUS RATES AND COMPENSATION:

A. Payment to the CONTRACTOR for service provided on the specified route and any new routes will be based on cost computed as follows: the bus-hours of operation times the rate of $112.76 per bus-hour. The cost will include furnishing of the buses, bus equipment, personnel and facilities as may be necessary or required by this Agreement for the operation of a public transportation systems for approximately 11.16 hours per day.

The monetary value shown above shall apply as follows:

1. To services herein described.

2. To increases in regular service up to 100% of the bus-hours noted herein, but shall be subject to negotiation for increases of more than 100%.

3. To the cancellation charge which is equivalent to 4 bus-hours.

B. Non -Compensation:

In the event CONTRACTOR is precluded from starting the service described herein for those excusable reasons cited in Section 6 hereinafter, CONTRACTOR shall not receive compensation under this Agreement for the period of the excusable delay. If the excusable delay occurs following the start of regularly scheduled service, on any day, CONTRACTOR shall be compensated as specified above.

CONTRACTOR shall subtract the Beach Bus Fares from the invoice total.

Claims for Payment.

Claims for payment will be submitted monthly to the City of Agoura Hills (Management Analyst) by CONTRACTOR for the bus-hours operated during the previous one month period. The basis of the claim for monthly payment will be substantiated by records kept by CONTRACTOR as described under Section 7 of the contract hereinafter. All claims for payment must be presented by the fifteenth of the month to allow their payment on or about the first of the month following.

CITY shall pay its proportionate share of the total claim for payment based on the number of passes received on the bus bearing the identification of the City.

Docusign Envelope ID: A9CD172C-9AEE-4B50-83E8-20379A8A99B1 READ WITH THE MAYOR RATES AND COMPENSATION:

CITY will provide date, time, and destination one month prior to the event. Service confirmation based on CONTRACTOR availability at time of request.

CONTRACTOR will provide cost quote to CITY prior to the event. Quote must be approved by City Staff prior to the commencement of the event.

Docusign Envelope ID: A9CD172C-9AEE-4B50-83E8-20379A8A99B1

BEACH BUS
LCMS
AHS
LIB
ZUMA
ZUMA
LIB
AHS
LCMS

EXHIBIT C

TO ZUMA BEACH SCHEDULE
TRIP 2 TRIP 3 TRIP 4

TO AGOURA HILLS SCHEDULE
TRIP 1 TRIP 2 TRIP 3
READ WITH THE MAYOR- OCTOBER OR NOVEMBER 2025
PICK UP TIME: 8:45 AM
RETURN TO SCHOOL: 12:00 NOON

TUESDAY, WEDNESDAY, OR THURSDAY
DATE - TBD IN OCTOBER/NOVEMBER 2025
TRIP4
Docusign Envelope ID: A9CD172C-9AEE-4B50-83E8-20379A8A99B1

CITY WILL PROVIDE DATE, TIME, AND DESTINATION ONE MONTH PRIOR TO THE EVENT. SERVICE CONFIRMATION BASED ON CONTRACTOR AVAILABILITY AT TIME OF REQUEST.

Docusign Envelope ID: A9CD172C-9AEE-4B50-83E8-20379A8A99B1

EXHIBIT D
Charter Passenger Policy
Purpose
This policy provides guidance to the Customer regarding all charter transportation passengers, including but not limited to, employees, staff, and customers of the Customer who ride the charter buses provided by the Carrier.

Scope
This policy prohibits the following acts on any Carrier vehicle which is used as part of the services Carrier provides to Customer under the Agreement:
• Smoking tobacco or any other substance, or carrying a lighted or smoldering substance in any form. • With the exception of peace officers, carrying aboard any weapon. • Carrying aboard any flammable or explosive substance except for matches and cigarette lighters. For example, cooking stoves, propane tanks and other fuels are prohibited. Carrying aboard any package or article of a size which will block any aisle, emergency exit, or stairway of the vehicle.
• Carrying aboard any animal not housed in an enclosed carrying container. Such container cannot block or hinder travel in the aisle, emergency exit, or stairway. Service animals are allowed.
• Carrying aboard a stroller unless such item is folded and unoccupied. Strollers must remain folded while aboard the vehicle and must not block or obstruct an aisle, emergency exit, or stairway.
• Playing radios or other audio devices or musical instruments aboard unless the only sound produced by such item is emitted by a personal listening attachment (earphone) audible only to the person carrying the device producing the sound. An exception exists for peace officers, security guards, and for Carrier officials while performing their official duties. • Littering, discarding, or depositing any trash, debris, or offensive substances in non-appropriate places. • Spitting, urinating, or defecating.
• Damaging, writing upon, or otherwise defacing or altering property. • Fighting or engaging in any violent, tumultuous, or threatening behavior. • Making excessive and unnecessary noise, or using profanity. • Obstructing the free movement of passengers.
• Interfering with the safe operation or movement of a Carrier vehicle or operator. • Standing or otherwise occupying any space in front of the line marked on the forward end of the floor of the vehicle or otherwise conducting himself in such a manner as to obstruct the vision of the vehicle operator while the vehicle is in motion. • Impeding the opening of, or interfering or tampering with, or otherwise obstructing the operation or use of, any window, door, or other emergency exit.
• Standing in the way of direction or impeding the vehicle from moving. • Posting or removing any notice or advertisement unless authorized by a Carrier official. • Throwing any litter, stone, wood, snow or other substance at, into, or from any Carrier vehicle. • Gambling or soliciting others to engage in gambling.
• Engaging in any activity prohibited by State, County, or Municipal law. • Entering or exiting a Carrier vehicle through the rear exit door unless directed by a Carrier official or in the event of an emergency. • Climbing through a window or extending an arm, leg or head out the window of any Carrier vehicle. • Hanging onto or attaching oneself to any exterior part of a Carrier vehicle while the vehicle is resting or in motion. • Running or engaging in any horseplay.
• Refusing to leave any Carrier vehicle after having been ordered to do so by the operator of the vehicle, a security guard, peace officer, or Carrier official or supervisor.

Customer further agrees to
• Comply with all applicable laws, rules, regulations and ordinances.

Compliance
If a Carrier operator encounters any individual(s) violating this policy on a Carrier vehicle, the operator will ask the individual(s) to stop the activity or leave the premises. If the individual{s) persist in their conduct, the Carrier will notify a peace officer who will take the appropriate action. Compliance with this policy is required of each passenger. Failure to comply with this policy may result in immediate removal up to suspension of charter transportation privileges.

DATE: MAY 28, 2025

REPORT TO CITY COUNCIL
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: NATHAN HAMBURGER, CITY MANAGER
BY: NICK NEWKIRK, RECREATION MANAGER

STEPHANIE POZOS, MANAGEMENT ANALYST
SUBJECT: APPROVAL OF AGREEMENT FOR CONTRACTOR SERVICES WITH

J&A RENTS AND SELLS, DBA, A RENTAL CONNECTION FOR INDOOR

AND OUTDOOR EVENT EQUIPMENT RENTAL AND RELATED

SERVICES
Throughout the year, the City of Agoura Hills hosts various indoor and outdoor community events. These events require products and equipment including, but not limited to, tables, chairs, stages, and canopies. This equipment rental also requires services such as delivery, installation, set-up and breakdown, engineering event plans, and permits. The largest event that the City hosts is the annual Reyes Adobe Days Fall Festival, which also requires assistance from the event rental company during the event planning phase and throughout the duration of the event over the weekend. Equipment and services will also be provided for additional events throughout the year, as needed for other community events, including Summer Concerts in the Park, One City, One Book and the annual State of the City.

On January 28, 2025, City Staff requested proposals for indoor and outdoor event equipment rental and related services via PlanetBids. The Selection Committee, made up of City personnel and other local agency personnel, evaluated the submitted proposals/qualifications and ranked the proposal submissions based on their technical proposals and oral interview presentations. J&A Rents and Sells, OBA, A Rental Connection's proposal and interview demonstrated their ability to provide high quality equipment, professional staff, and timely service delivery.

A Rental Connection has been working with the City for several years providing multiple components for City events. These can include, but are not limited to, stages, canopies, tables, and chairs. City staff has been pleased with the work that A Rental Connection has been providing. They provide a high quality product for all rentals and also provide exceptional customer service. A Rental Connection has demonstrated that they understand that quality service is paramount to providing the best experience possible that the community expects when attending City events.

The agreement with J&A Rents and Sells, OBA, A Rental Connection will be a one-year contract, with an option to extend for two more years. The estimated cost for this service is a not-to-exceed $50,000 annually.

The proposed agreement has been reviewed by the City Attorney and approved as to form.

FISCAL IMPACT
There is no additional fiscal impact to the City Council 2025-26 Adopted Budget as funds were appropriated for this item in various Department of Community Services accounts associated with specific events (010-4420-5424DO, 010-4430-551000, 010-4430- 552000, 4010.4190.5424.H, and 010.4420.5510.H).

RECOMMENDATION

1. Approve the Agreement for Contractor Services with J&A Rents and Sells, OBA, A Rental Connection for indoor and outdoor event equipment rental and related services.

2. Authorize the Mayor Pro Tern to sign the agreement on behalf of the City Council.

Attachment: Agreement for Contractor Services
Docusign Envelope ID: 5903CC21-AAOA-4FAE-8A6C-8C8BF4761C4F

WITH THE CITY OF AGOURA HILLS
NAME OF CONTRACTOR:

RESPONSIBLE PRINCIPAL OF CONTRACTOR:

CONTRACTOR'S ADDRESS:

CITY'S ADDRESS:

PREPARED BY:

COMMENCEMENT DATE:

TERMINATION DATE:

CONSIDERATION:

J & A Rents and Sells Inc., dba,
A Rental Connection
Attn: Omar Iqbal
5397 N. Commerce Ave.

Moorpark, CA 93021
City of Agoura Hills
30001 Ladyface Court
Agoura Hills, CA 91301
Attn: City Manager
Stephanie Pozos
July 1, 2025
June 30, 2026
Agreement Price:

Not to Exceed: $50,000
ADDITIONAL SERVICES (Describe Services, Amount, and Approval):

Date: ------ Amount: $ ------ Authorized By: ______ _
(Not to Exceed 10% of Agreement Price) City Manager
A0130-CCMYR-2025 Page 1 of 21
Docusign Envelope ID: 5903CC21-AAOA-4FAE-8A6C-8C8BF4761 C4F

AGREEMENT FOR CONTRACTOR SERVICES BETWEEN THE CITY OF AGOURA HILLS AND J & A RENTS AND SELLS INC., OBA, A RENTAL CONNECTION THIS AGREEMENT is made and effective as of July 1, 2025, between the City of Agoura Hills, a municipal corporation ("City") and J & A Rents and Sells Inc., dba, A Rental Connection ("Contractor"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows:

1. TERM
This Agreement shall commence on July 1, 2025, and shall remain and continue in effect until tasks described herein are completed, but in no event later than June 30, 2026 unless sooner terminated pursuant to the provisions of this Agreement..

The City may, at its option, extend this Agreement for one additional term of two (2) year[s] upon providing written notice of its intent to extend this Agreement to the Contractor not less than thirty (30) days prior to the expiration of the initial Term. Such extension shall be at the same price and conditions as set forth herein and shall be processed by an Amendment to this Agreement and signed by both parties.

2. SERVICES
Contractor shall perform the services and tasks described and set forth in Exhibit A, attached hereto and incorporated herein as though set forth in full. Contractor shall complete the tasks according to the schedule of performance which is also set forth in Exhibit A.

3. PERFORMANCE
In meeting its obligations under this Agreement, Contractor shall at all times faithfully and competently perform all tasks described herein in a manner satisfactory to CITY and consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions.

4. PAYMENT
A. The City agrees to pay Contractor monthly, in accordance with the payment rates and terms and the schedule of payment as set forth in Exhibit B, Payment Rates and Schedule, attached hereto and incorporated herein by this reference as though set forth in full, based upon actual time spent on the above tasks. Any terms in Exhibit B other than the payment rates and schedule of payment are null and void. This amount shall not exceed Fifty-Thousand Dollars and Zero Cents ($50,000.00) ("Agreement Price") for the initial Term of the Agreement unless additional payment is approved as provided in this Agreement.

The City Manager may approve additional work up to ten percent (10%) of the amount of the Agreement. Any additional work in excess of this amount shall be approved by the City Council.

A0130-CCMYR-2025 Page 2 of 21
Docusign Envelope ID: 5903CC21-AAOA-4FAE-8A6C-8C8BF4761C4F B. Contractor shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein, unless such additional services are authorized in advance and in writing by the City Manager. Contractor shall be compensated for any additional services in the amounts and in the manner as agreed to by the City Council and Contractor at the time City's written authorization is given to Contractor for the performance of said services.

C. Contractor shall submit invoices monthly for actual services performed. Invoices shall be submitted between the first and fifteenth business day of each month, for services provided in the previous month. Payment shall be made within thirty (30) days of receipt of each invoice as to all non-disputed fees. If the City disputes any of Contractor's fees, it shall give written notice to Contractor within thirty (30) days of receipt of an invoice of any disputed fees set forth on the invoice. For all reimbursements authorized by this Agreement, Contractor shall provide receipts on all reimbursable expenses in excess of Fifty Dollars ($50) in such form as approved by the Director of Finance.

5. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE A. The City may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the Contractor at least ten (10) days prior written notice. Upon receipt of said notice, the Contractor shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement, such suspension or termination shall not make void or invalidate the remainder of this Agreement.

B. In the event this Agreement is terminated pursuant to this Section, the City shall pay to Contractor the actual value of the work performed up to the time of termination, provided that the work performed is of value to the City. Upon termination of the Agreement pursuant to this Section, the Contractor will submit an invoice to the City pursuant to Section entitled "PAYMENT" herein.

6. DEFAULT OF CONTRACTOR
A. The Contractor's failure to comply with the prov1s1ons of this Agreement shall constitute a default. In the event that Contractor is in default for cause under the terms of this Agreement, City shall have no obligation or duty to continue compensating Contractor for any work performed after the date of default and can terminate this Agreement immediately by written notice to the Contractor. If such failure by the Contractor to make progress in the performance of work hereunder arises out of causes beyond the Contractor's control, and without fault or negligence of the Contractor, it shall not be considered a default.

B. If the City Manager or his delegate determines that the Contractor is in default in the performance of any of the terms or conditions of this Agreement, it shall serve the Contractor with written notice of the default. The Contractor shall have ten (10) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that the Contractor fails to cure its default within A0130-CCMYR-2025 Page 3 of 21
Docusign Envelope ID: 5903CC21-AAOA-4FAE-8A6C-8C8BF4761 C4F such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement."

7. OWNERSHIP OF DOCUMENTS
A. Contractor shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Contractor shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Contractor shall provide free access to the representatives of City or its designees at reasonable times to such books and records, shall give City the right to examine and audit said books and records, shall permit City to make transcripts therefrom as necessary, and shall allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment.

B. Upon completion of, or in the event of termination or suspension of this Agreement, all original documents, designs, drawings, maps, models, computer files containing data generated for the work, surveys, notes, and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall become the sole property of the City and may be used, reused or otherwise disposed of by the City without the permission of the Contractor. With respect to computer files containing data generat�d for the work, Contractor shall make available to the City, upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring and printing computer files.

8. INDEMNIFICATION
Contractor shall defend, indemnify, and hold the City, its officials, officers, employees, agents and independent contractors serving in the role of City officials, and volunteers (collectively "lndemnitees") free and harmless from any and all claims, demands, causes of action, proceedings, costs, expenses, liabilities, losses, damages or injuries, in law or equity, to property or persons, including wrongful death (collectively "Claims"), in any manner arising out of or incident to any acts or omissions of Contractor, its officials, officers, employees, agents or subcontractors in connection with the performance of this Agreement, including without limitation the payment of all consequential damages, attorneys' fees, and other related costs and expenses, except for such Claims arising out of the sole negligence or willful misconduct of the lndemnitees.

With respect to any and all such Claims, Contractor shall defend lndemnitees at Contractor's own cost, expense, and risk and shall pay and satisfy any judgment, award, or decree that may be rendered against lndemnitees. Contractor shall reimburse lndemnitees for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Contractor or lndemnitees. All duties of Contractor under this Section shall survive termination of this Agreement.

A0130-CCMYR-2025 Page 4 of 21
Docusign Envelope ID: 5903CC21-AAOA-4FAE-8A6C-8C8BF4761C4F

9. INSURANCE REQUIREMENTS
Prior to commencement of work, Contractor shall procure, provide, and maintain, at Contractor's own expense, for the duration of this Agreement, insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, or employees.

A.
as:

Minimum Scope of Insurance. Coverage shall be at least as broad 1) Insurance Services Office Commercial General Liability form No. CG 00 01 11 85 or 88, or equivalent.
2) Insurance Services Office Business Auto Coverage form CA 00 01 06 92, or equivalent, covering Automobile Liability, code 1 (any auto). If the Contractor owns no automobiles, a non-owned auto endorsement to the General Liability policy described above is acceptable.
3) Worker's Compensation insurance as required by the State of California and Employer's Liability Insurance. If the Contractor has no employees while performing under this Agreement, worker's compensation insurance is not required, but Contractor shall execute a declaration that it has no employees. than:

B. Minimum Limits of Insurance. Contractor shall maintain limits no less 1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage, including without limitation, blanket contractual liability. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage for all activities of the Contractor arising out of or in connection with work to be performed under this Agreement, including coverage for any owned, hired, non-owned or rental vehicles.
3) Worker's Compensation as required by the State of California; Employer's Liability: One million dollars ($1,000,000) per accident for bodily injury or disease.

C. Deductibles and Self-Insured Retentions. Any deductibles or selfinsured retentions must be declared to and approved by the City Manager. At the option of the City Manager, either the insurer shall reduce or eliminate such deductibles or selfinsured retentions as respects the City, its officers, officials, employees and volunteers; or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.

A0130-CCMYR-2025 Page 5 of 21
Docusign Envelope ID: 5903CC21-AAOA-4FAE-8A6C-8C8BF4761C4F D. Requirements Not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. 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 all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Vendor maintains higher limits than the minimums shown above, the Agency requires and shall be entitled to coverage for the higher limits maintained by the Vendor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Agency.

E. Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:
1) The City, its officers, officials, employees and volunteers are to be covered and named as additional insureds in respect to: liability arising out of activities performed by or on behalf of the Contractor; products and completed operations of the Contractor; premises owned, occupied or used by the Contractor; or automobiles owned, leased, hired or borrowed by the Contractor. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees or volunteers.
2) For any claims related to this project, the Contractor's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees and volunteers. Any insurance or self-insured maintained by the City, its officers, officials, employees or volunteers shall be excess of the Contractor's insurance and shall not contribute with it.
3) Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers.
4) The Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.
5) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice has been given to the City. Contractor agrees to oblige its insurance agent or broker and insurers to provide City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or non renewal of coverage for each required coverage.
6) Waiver of subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against the City, its elected or appointed officers, agents, officials, employees, and volunteers or shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby A0130-CCMYR-2025 Page 6 of 21
Docusign Envelope ID: 5903CC21-AAOA-4FAE-8A6C-8C8BF4761C4F waives its own right of recovery against the City and shall require similar written express waivers and insurance clauses from each of its subcontractors.

F. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City.

Self insurance shall not be considered to comply with these insurance requirements.

G. Verification of Coverage. Contractor shall furnish the City with original endorsements, specifically naming the City of Agoura Hills, its officers, officials, employees and volunteers as additional insured, effecting coverage required by this clause.. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. The endorsements are to be on forms acceptable to the City. Insurance certificates and endorsements must be received and approved by City's Risk Manager prior to commencement of performance. Current insurance certificates and endorsements shall be kept on file with the City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time.

H. Mailing Instructions. Insurance documents shall be mailed with the signed Agreement to the attention of the staff person indicated on the cover sheet of this Agreement, to the City of Agoura Hills, 30001 Ladyface Court, Agoura Hills, CA 91301.

Executed Agreement(s) cannot be released nor may any work commence on a project until the signed Agreement and appropriate insurance documents are on file with the City Clerk.

10. INDEPENDENT CONTRACTOR
A. Contractor is and shall at all times remain as to the City a wholly independent Contractor. The personnel performing the services and tasks under this Agreement on behalf of Contractor shall not be City employees and shall at all times be under Contractor's exclusive direction and control. Contractor and all of Contractor's personnel shall possess the qualifications, permits, and licenses required by state and local law to perform the services and tasks under this Agreement, including, without limitation, a City business license as required by the Agoura Hills Municipal Code. Contractor shall determine the means, methods, and details by which Contractor's personnel will perform the services and tasks. Contractor shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the services and tasks, and compliance with the customary professional standards. Neither City nor any of its officers, employees, agents, or volunteers shall have control over the conduct of Contractor or any of Contractor's officers, employees, or agents.

B. Contractor shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, employees, or agents of City. Contractor and Contractor's personnel shall not supervise any of City's employees; and City's employees shall not supervise Contractor's personnel. Contractor's personnel shall not wear or display any City uniform, badge, identification number, or other information identifying such individual as a City employee; and Contractor's personnel shall not use any City e-mail address or City telephone number in the performance of any of the services and tasks under this Agreement. Contractor shall acquire and maintain at A0130-CCMYR-2025 Page 7 of 21
Docusign Envelope ID: 5903CC21-AAOA-4FAE-8A6C-8C8BF4761C4F its sole cost and expense such vehicles, equipment, and supplies as Contractor's personnel require to perform any of the services and tasks required by this Agreement. Contractor shall perform all services and tasks off of City premises at locations of Contractor's choice, except as otherwise may from time to time be necessary in order for Contractor's personnel to receive projects from City, review plans on file at City, pick up or deliver any work product related to Contractor's performance of any services and tasks under this Agreement, or as may be necessary to inspect or visit City locations and/or private property to perform the services and tasks. City may make a computer available to Contractor from time to time for Contractor's personnel to obtain information about, or to check on, the status of projects pertaining to the services and tasks performed under this Agreement. Contractor shall not incur or have the power to incur any debt, obligation or liability whatever against City, or bind City in any manner.

C. No employee benefits shall be available to Contractor in connection with the performance of this Agreement. Except for the fees paid to Contractor as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Contractor for performing services and tasks hereunder for City. City shall not be liable for compensation or indemnification to Contractor for injury or sickness arising out of performing services and tasks hereunder. Contractor shall be responsible for and pay all salaries, wages, benefits and other amounts due to Contractor's personnel in connection with their performance of the services and tasks under this Agreement, and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to, Social Security taxes, other retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, state, or federal policy, rule, regulation, statute, or ordinance to the contrary, Contractor and any of its officers, employees, agents, and subcontractors providing any of the services and tasks under this Agreement shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit, or any incident of employment by City, including, but not limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System ("PERS") as a City employee, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits.

D. Contractor shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs, and expenses of any nature to the extent arising from, caused by, or relating to Contractor's personnel practices, or to the extent arising from, caused by, or relating to the violation of any of the provisions of this Section. In addition to all other remedies available under law, City shall have the right to offset against the amount of any fees due to Contractor under this Agreement any amount due to City from Contractor as a result of Contractor's failure to promptly pay to City any reimbursement or indemnification arising under this Section. This duty of indemnification is in addition to Contractor's duty to defend, indemnify, and hold harmless as set forth in any other provision of this Agreement.

A0130-CCMYR-2025 Page 8 of 21
Docusign Envelope ID: 5903CC21-AAOA-4FAE-8A6C-8C8BF4 761 C4F

11. PERS COMPLIANCE AND INDEMNIFICATION
A. General Requirements. The parties acknowledge that City is a local agency member of PERS, and as such has certain pension reporting and contribution obligations to PERS on behalf of qualifying employees. Contractor agrees that, in providing its employees and any other personnel to City to perform the services and tasks under this Agreement, Contractor shall assure compliance with the Public Employees' Retirement Law, commencing at Government Code Section 20000, the regulations of PERS, and the Public Employees' Pension Reform Act of 2013, as amended. Without limitation to the foregoing, Contractor shall assure compliance with regard to personnel who have active or inactive membership in PERS and to those who are retired annuitants and in performing this Agreement shall not assign or utilize any of its personnel in a manner that will cause City to be in violation of the applicable retirement laws and regulations.

B. Indemnification. Contractor shall defend (with legal counsel approved by City, whose approval shall not be unreasonably withheld), indemnify, and hold harmless City, and its City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Contractor's violation of any provisions of this Section. This duty of indemnification is in addition to Contractor's duty to defend, indemnify, and hold harmless as set forth in any other provision of this Agreement.

12. LEGAL RESPONSIBILITIES
The Contractor shall keep itself informed of all local, State and Federal ordinances, laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Contractor shall at all times observe and comply with all such ordinances, laws and regulations. The City, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the Contractor to comply with this section.

13. RELEASE OF INFORMATION
A. All information gained by Contractor in performance of this Agreement shall be considered confidential and shall not be released by Contractor without City's prior written authorization. Contractor, its officers, employees, agents or subcontractors, shall not without written authorization from the City Manager or unless requested by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered "voluntary" provided Contractor gives City notice of such court order or subpoena.

B. Contractor shall promptly notify City should Contractor, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement A0130-CCMYR-2025 Page 9 of 21
Docusign Envelope ID: 5903CC21-MOA-4FAE-8A6C-8C8BF4761 C4F and the work performed there under or with respect to any project or property located within the City. City retains the right, but has no obligation, to represent Contractor and/or be present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor. However, City's right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

14. NOTICES
Any notices which either party may desire to give to the other party under this Agreement must be in writing and may be given either by: (i) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, that provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by Notice. Notice shall be effective upon delivery to the addresses specified below or on the third business day following deposit with the document delivery service or United States Mail as provided above.

To City:

To Contractor:

15. ASSIGNMENT
City of Agoura Hills
30001 Ladyface Court
Agoura Hills, California 91301
Attention: City Manager
J & A Rents and Sells Inc., dba, A Rental
Connection
5397 N. Commerce Ave.

Moorpark, CA 93021
Attention: Omar Iqbal
The Contractor shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without prior written consent of the City.

Upon termination of this Agreement, Contractor's sole compensation shall be payment for actual services performed up to, and including, the date of termination or as may be otherwise agreed to in writing between the City Council and the Contractor.

16. LICENSES
At all times during the term of this Agreement, Contractor shall have in full force and effect, all licenses required of it by law for the performance of the services described in this Agreement.

17. GOVERNING LAW
The City and Contractor understand and agree that the laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this A0130-CCMYR-2025 Page 10 of 21
Docusign Envelope ID: 5903CC21-AAOA-4FAE-8A6C-8C8BF4761C4F Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in the municipal, superior, or federal district court with geographic jurisdiction over the City of Agoura Hills. In the event such litigation is filed by one party against the other to enforce its rights under this Agreement, the prevailing party, as determined by the Court's judgment, shall be entitled to reasonable attorney fees and litigation expenses for the relief granted.

18. PROHIBITED INTEREST
No officer, or employee of the City of Agoura Hills shall have any financial interest, direct or indirect, in this Agreement, the proceeds thereof, the Contractor, or Contractor's subcontractors for this project, during his/her tenure or for one year thereafter. The Contractor hereby warrants and represents to the City that no officer or employee of the City of Agoura Hills has any interest, whether contractual, noncontractual, financial or otherwise, in this transaction, or in the business of the Contractor or Contractor's subcontractors on this project. Contractor further agrees to notify the City in the event any such interest is discovered whether or not such interest is prohibited by law or this Agreement.

19. EXHIBITS
Exhibits A, B, and C constitute a part of this Agreement and are incorporated into this Agreement by this reference. If any inconsistency exists or arises between a provision of this Agreement and a provision of any exhibit, the provisions of this Agreement shall control.

20. ENTIRE AGREEMENT
This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous Acontrgreements, understandings, representations and statements, oral or written, are merged into this Agreement and shall be of no further force or effect.

Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material.

21. AMENDMENT OF AGREEMENT
This Agreement may be amended only by a writing signed by both parties.

The City Manager is authorized to sign an Amendment to this Agreement on the City Council's behalf and without the City Council's prior approval to make the following nonsubstantive modifications to the Agreement: (a) name changes; (b) extensions of time that do not result in monetary changes; (c) non-monetary changes in the scope of work; and (d) termination of the Agreement. All monetary changes to this Agreement require City Council approval.

22. AUTHORITY TO EXECUTE THIS AGREEMENT
The person or persons executing this Agreement on behalf of Contractor warrants and represents that he or she has the authority to execute this Agreement on A0130-CCMYR-2025 Page 11 of 21
Docusign Envelope ID: 5903CC21-AAOA-4FAE-8A6C-8C88F4 761 C4F behalf of the Contractor and has the authority to bind Contractor to the performance of its obligations hereunder. In lieu of a handwritten or wet signature from the Contractor, the City may electronically process and execute this Agreement and request that the Contractor sign the Agreement electronically via DocuSign or similar electronic signature software.

23. COUNTERPARTS
This Agreement may be executed in counterparts, all such executed counterparts shall constitute the same Agreement, and the signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart.

A0130-CCMYR-2025 Page 12 of 21
Docusign Envelope ID: 5903CC21-AAOA-4FAE-8A6C-8C8BF4761C4F IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written.

A0130-CCMYR-2025

CITY OF AGOURA HILLS
Jeremy Wolf,
Mayor Pro Tem
ATTEST:

Kimberly M. Rodrigues, MMC
City Clerk
Date Approved by City Council: ______ _
APPROVED AS TO FORM:

Candice K. Lee,
City Attorney

CONTRACTOR
J & A Rents and Sells Inc., dba, A Rental
Connection
5397 N. Commerce Ave.

Moorpark, CA 93021
Attn: Omar Iqbal
(805)876-0020
SI=: (A.!>.h.0.

By: it--
Name: q
F�J�!fi9�.s41G1ces.,, ...---------
Title: coo
By:

Name: Sumri na Iqba89F345F9489949A
Title: Secretary
[Signatures of Two Corporate Officers Required]

Docusign Envelope ID: 5903CC21-AAOA-4FAE-8A6C-8C8BF4761C4F

EXHIBIT A

TASKS TO BE PERFORMED
The specific elements (scope of work) of this service include:

General
The City estimates approximately twelve (12) events in which service will be needed each year. Contractor shall perform all labor, services, and furnish all the materials, tools, equipment, supplies, permits, engineering plans, transportation, delivery and set up of rental equipment. Event equipment is included in Exhibit B - Payment Rates and Schedule. Contractor must attend in-person planning meetings, work with City staff, and provide ongoing communication via email and phone. Provide creative ideas and solutions to layout issues. Provide adequate staff to set up (pre-event), manage (during event) and tear down (post-event) events, including day-of event staff as needed.

Ensuring that all required tent permits/certifications, insurances per contract and other necessary documentation are obtained prior to events will be the responsibility of Contractor. Contractor is responsible for obtaining Building and Safety permits as needed and working with inspector(s) to meet requirements.

The services include, but are not limited to, equipment rental services for tables, chairs, tablecloths, canopies, lights, pole lights, umbrellas, umbrella bases, guard rails, artificial turf, fire extinguishers, no smoking signs, sunshades, tent stakes, canopy cement bases, water barrels, oak wine barrels, indoor and outdoor stages, and delivery, setup, and breakdown of all rental equipment. Rental company will be responsible for providing all necessary permits and engineer approvals as required per City. Rental Company must be available to City Staff throughout the duration of the event to address issues with equipment that arises.

A diagram will be provided to Contractor for each event.

Prior to the event, Contractor shall provide a cost estimate to City staff for approval.

Contractor will confirm the job in writing with the availability and total cost for each event.

Permits and Local Licenses
The Contractor shall obtain and pay for a business registration as necessitated for doing work within the City of Agoura Hills. Valid licensure shall be in place for the life of the contract as stipulated in the executed Contractor Services Agreement. Contractor shall obtain the necessary Building and Safety permits as needed.

Working Hours and Schedule
Contractor must be available to work Monday through Friday, Weekends and afterhours as needed.

Contractor must provide a staffed phone number during events that happen after regular business hours and on weekends for emergencies.

A0130-CCMYR-2025 Page 14 of 21
Docusign Envelope ID: 5903CC21-AAOA-4FAE-8A6C-8C8BF4761 C4F Safety

1. Contractor shall plan and conduct all work in a manner that will safeguard all persons from injury and shall take precautions required by all applicable government regulations.

2. Contractor is responsible for ensuring the safety of any set-up of equipment. This includes but is not exclusive to tents, water barrels, stage, etc.

3. Contractor shall at all times adhere to all applicable safety practices and cooperate with the City in any adverse condition related thereto.

Personnel

1. Contractor must have staff and stock to provide small events of fifty (50) people and large events of ten thousand (10,000) people.

2. The City reserves the right to reject any personnel or supervisor of the Contractor's work force. It shall be the Contractor's responsibility to replace such rejected worker in a timely manner that will not affect the execution of the Contract responsibilities as specified in the Contract document.

3. Contractor shall strive to maintain excellent public relations at all times. The work shall be conducted in a manner which will cause the least possible interference and disturbance to the public. Work shall be performed by competent employees and supervised by a person(s) experienced in supervising event equipment rental and related services.

4. Contractor shall ensure that its employees are dressed in a company uniform shirt recognizable as Contractor's. Uniforms shall include any necessary protective gear.

Communication/Urgent Response

1. Contractor shall have the ability to contact their staff within fifteen (15) minutes of notification by City representative during normal working hours.

2. Contractor shall provide capabilities for twenty-four (24) hours per day, seven (7) days a week service. Contractor shall provide a 24-hour emergency contact person, who is familiar with the City's operation, with phone number (not an answering service) for non-working hours, including weekends and holidays.

Workmanship
All material and workmanship shall be of the highest quality possible. All work shall be subject to the satisfaction of the City representative, who may exercise such control of the work as is required to safeguard the interest of the City and private property.

A0130-CCMYR-2025 Page 15 of 21
Docusign Envelope ID: 5903CC21-AAOA-4FAE-8A6C-8C8BF4761C4F EXHIBIT 8

PAYMENT RATES AND SCHEDULE
Item No. Description Unit of Measure Cost Per Unit

1. Fruitwood Folding Chair Per Day $ 3.95

2. 10'x20'x8' White Top Canopy
Per Day
$ 180.00
Per Day

3. Leg Covers Velon $ 5.00
Per Day

4. Par 46 Lights $ 30.00
Per Day

5. 6' Tables $ 9.50
Per Day

6. 6' Table Drape Cloths $ 19.00
Per Day

7. 60" Round Table $ 10.00
Per Day

8. 9" Market Umbrellas $ 45.00
70 LB Black Metal Bases (for Per Day

9. 10.00 Umbrellas) $
Per Day

10. 10'x10'x8' White Top Canopy $ 91.00
Per Day

11. 6' Long Plastic Fitted Cloths $ 7.50
A0130-CCMYR-2025 Page16of21
Docusign Envelope ID: 5903CC21-AAOA-4FAE-8A6C-8C8BF4 761 C4F Item No. Description Unit of Measure Cost Per Unit
Per Day

12. Canopy Cement Bases 2501b $ 10.00
Per Day

13. 50'x90'x10' White Top Canopy $ 4055.00
Per Day

14. Water Barrels w/ Cover $ 10.00
Per Day

15. 14'4" Red 2" - Pipe $ 10.00
Per Day

16. Wrap Poles w Velon $ 5.00
Per Day

17. FT. Market Lights $ 2.50
Per Day

18. Oak Wine Barrel $ 40.00
Per Day

19. 48" Round Table $ 9.00
Per Day $

20. 36" Round Table w/ top 9.50
Per Day $

21. 90" Tablecloth 11.00
Per Day $

22. 108" Tablecloth 16.00
Per Day $

23. 120" Round Tablecloth 17.00
Per Day $

24. 8' Table 10.00
Per Day $

25. 8' Table Drape Cloths 22.00
Per Day $

26. 20'x20'x10' White Top Canopy 328.00
Per Day

27. 20'x70'x10' White Top Canopy 1148.00
A0130-CCMYR-;2025 Page17of21
Docusign Envelope ID: 5903CC21-AAOA-4FAE-8A6C-8C8BF4761C4F Item No. Description Unit of Measure Cost Per Unit
Per Day $

28. Tuscana Tabletop 4'x8' w/ 30" Legs 100.00
Per Day $

29. 20'x8' White Side Wall 36.00
Per Day $

30. 1 O'x8' White Side Wall 18.00
Per Day $

31. Garment Racks w/ Hangers 20.00
Per Day $
32 Fire Extinguisher w/ Holder 20.00
Per Day $

33. No Smoking Signs 3.00
Per Day $

34. Sunshade - Beige - 20x20 Square 400.00
Per Day $

35. 42" Double Headed Tent Stake 4.00
Per Day $

36. 12" Steel pipe w/ Eye Hooks 20.00
Per Day $

37. Aircraft Cable (to tie sunshades) 2.50/ft
Per Day $

38. White Picket Fence 3' high x8' long 32.00
Pole Light w 3 Par 46 Light w amber Per Day $

39. gels 98.00
1,500-Watt Electric Stand Mount $

40. Patio Heater Per Day 120.00
$

41. Sandbag Weight Per Day 3.00
$
Stage(s) (for Indoor/Outdoor Use)
Sections Platform 4x4 $ 45.00 per

42. Per Day (20'x28'x2') 4x4
A0130-CCMYR-2025 Page18of21
Docusign Envelope ID: 5903CC21-AAOA-4FAE-8A6C-8C8BF4761C4F Item No. Description Unit of Measure Cost Per Unit
4' Wide Guard Rails w/ nuts and $

43. bolts Per Day 25.00

44. Sections 24" Per Day
$ 45.00 per
4x4
Per Day $

45. Sq. Ft. Black Astra Tuti 0.85
Per Day $

46. Ft. Stage Skirting 1.25
Per Day $

47. Adjustable Step w/ Rails 50.00
Per Day $

48. 30'x25'x1 O' Gable White Canopy 617.00
Per Day $

49. Maxi Base Plate w/ 30" Extension 40.00
Per Day $

50. 1 O'x1 O' White Side Wall 18.00
Per Day $

51. 20'x1 O' White Side Wall 36.00
Services

52. Wet Stamp Engineering (Plans) Per Each $ 1500.00

53. Building & Safety Permit Per Each $ 750.00

54. Setup/Installation Fee % Per Each % 5

55. Teardown Fee% Per Each % 0

56. Standard Delivery Fee Per Each $ 350.00

57. After-Hours Pick-Up Fee Per Each $ 500.00
A0130-CCMYR-2025 Page 19 of21
Docusign Envelope ID: 5903CC21-AAOA-4FAE-8A6C-8C8BF4 761 C4F

EXHIBIT B

PAYMENT RATES AND SCHEDULE
2025 Community Events Day, Date and Time
Winter Art Show Thursday, February 6
Location: Recreation & Event Center
29900 Ladyface Court 5-7pm
Volunteer Recognition Wednesday, February 12
Location: City Hall
30001 Ladyface Court 6pm
Conejo Valley Community Concert & Jazz Band Sunday, March 9 Location: Agoura High School PAEC
28545 Driver Ave. 4pm-6pm
Conejo Valley Student Art Show - Awards Ceremony Thursday, April 10 Location: Recreation & Event Center
29900 Ladyface Court 5-8pm
Breakfast with the Bunny Saturday, April 12
Location: Reyes Adobe Park - Adobe Grounds
30400 Rainbow Crest Drive 10am-12pm
Community Services Day Saturday, May 3
Location: Chumash Park
5550 Medea Valley Drive 8:30am-12pm
Senior Expo Wednesday, May 7
Location: Recreation & Event Center
29900 Ladyface Court 9am-lpm
Public Safety Day Saturday, May 10
Location: Fire Station #89
29575 Canwood Street 10am-2pm
Concert in the Park #1 Sunday, June 15
Location: Chumash Park
5550 Medea Valley Drive 6pm-8pm
Movies in the Park #1 Saturday, June 21
Location: Reyes Adobe Park
30400 Rainbow Crest Drive 7pm-10pm (movie begins at sundown) Concert in the Park #2 (Drone Show) Sunday, July 6
Location: Chumash Park
5550 Medea Valley Drive 6pm-9pm
Movie in the Park #2 Saturday, July 12
Location: Reyes Adobe Park
30400 Rainbow Crest Drive 7pm-10pm (movie begins at sundown) Summer Art Show Thursday, July 17
Location: Recreation & Event Center
29900 Ladyface Court 5pm-7pm
Concert in the Park #3 Sunday, July 20
Location: Oaks Christian High School
6pm-8pm
Concert in the Park #4 Sunday, August 3
Location: Chumash Park
5550 Medea Valley Drive 6pm-8pm
A0130-CCMYR-2025 Page 20 of 21
Docusign Envelope ID: 5903CC21-AAOA-4FAE-8A6C-8C8BF4 761 C4F Movie in the Park #3 Saturday, August 9
Location: Reyes Adobe Park
30400 Rainbow Crest Drive 7pm-10pm (movie begins at sundown) Concert in the Park #5 Sunday, August 17
Location: Chumash Park
5550 Medea Valley Drive 6pm-8pm
Creek Clean-Up Saturday, September 13
Location: Corner of Kanan & Agoura Road
9am-12pm
Reyes Adobe Days October 3, 4, 5
www.reyesadobedays.org
Fiesta September 24th llam-lpm
Location: Reyes Adobe Park
30400 Rainbow Crest Drive
One City, One Book TBD
Location: Recreation & Event Center
29900 Ladyface Court
State of the City Thursday, November 6
Location: Recreation & Event Center
29900 Ladyface Court
Mayor's Art Show Thursday, November 6
Location: Recreation & Event Center
29900 Ladyface Court 5-7pm
Conejo Valley Community Concert & Jazz Band TBD
Location: TBD
Senior Thanksgiving Luncheon Wednesday, November 12
Location: Recreation & Event Center
29900 Ladyface Court llam-lpm
Holidays on the Hill Friday, December 5 - Saturday, December 6 Location: The Event Center TBD
29900 Ladyface Court
No guarantees are expressed or implied to the number of events and/or estimated revenue to the Contractor.

Dates and locations are subject to change at the City's discretion.

A0130-CCMYR-2025 Page 21 of 21
DATE:

TO:

FROM:

BY:

REPORT TO CITY COUNCIL
MAY 28, 2025

HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL

NATHAN HAMBURGER, CITY MANAGER

RAMIRO ADEVA, ASSISTANT CITY MANAGER

MARY HADDAD, COMMUNICATIONS MANAGER
SUBJECT: APPROVE AGREEMENT FOR CONTRACTOR SERVICES WITH

TRITON TECHNOLOGY SOLUTIONS FOR THE REPLACEMENT OF

STREAMING TECHNOLOGY
As part of the City's website redesign project and future efforts to enhance the technology used in public meetings, staff is moving forward with the implementation of a new agenda management platform called Agenda link. This upgrade was presented to the City Council during the May 14, 2025 meeting as part of the website redesign discussion item.

During the onboarding process with Agendalink, the vendor inquired about the City's existing streaming software and hardware capabilities to best meet our needs. This prompted coordination with Pegasus, the City's current technology support provider for streaming public meetings. Through this evaluation, it was discovered that the City's current streaming hardware system is outdated, experiencing failure issues, and in need of replacement.

City staff waited to hear from Pegasus on the best technology needed to complete this effort, and they recommended a system by the name of Cablecast. Cablecast is an automation software and video server used to power the streaming of live meetings to the public. In continued conversations with Pegasus on companies that are best known for Cablecast implementation, they recommended Triton Technology Solutions. Triton Technology Solutions is Southern California's leading broadcast system integration company and has worked on implementing Cablecast systems in the cities of Costa Mesa, Irvine, Orange, Palm Springs, and others. In addition, they have experience working closely with Pegasus and Agendalink to power the streaming of meetings in other communities through their technology systems.

The current system was purchased over ten years ago. In staff research and in speaking with Triton Technology Solutions, these systems average a 10-year lifespan.

The streaming system is critical not only for integrating with Agendalink, but also for the continued ability to provide remote access to public meetings.

The proposed agreement has been reviewed by the City Attorney and approved as to form.

FISCAL IMPACT
The purchase of the Cablecast system has no impact on the City's current General Fund.

Costs will be covered through the City's Information Technology Account 010-4195- 552000 in the amount of $40,000. Annual costs in the amount of $4,978 will begin in Fiscal Year 2027-28, which staff will budget for in the next budget cycle.

RECOMMENDATION
Staff respectfully recommends the City Council approve the Agreement for Contractor Services with Triton Technology Solutions for the labor and installation of the upgraded Cablecast system to continue streaming meetings.

Attachment: Agreement for Contractor Services
2 Docusign Envelope ID: FF675C30-B663-4B4C-AEFE-F05BE2FEE59C

AGREEMENT FOR CONTRACTOR SERVICES

WITH THE CITY OF AGOURA HILLS
NAME OF CONTRACTOR:

RESPONSIBLE PRINCIPAL OF CONTRACTOR:

CONTRACTOR'S ADDRESS:

CITY'S ADDRESS:

PREPARED BY:

COMMENCEMENT DATE:

TERMINATION DATE:

CONSIDERATION:

Triton Technology Solutions
Attn: Kristen Tetherton
32234 Paseo Adelanto, Suite E-1
San Juan Capistrano, CA, 92675
City of Agoura Hills
30001 Ladyface Court
Agoura Hills, CA 91301
Attn: City Manager
Mary Haddad
June 1, 2025
July 1, 2025
Agreement Price: $37,696.08
Not to Exceed: $40,000 /yr
ADDITIONAL SERVICES (Describe Services, Amount, and Approval):

Date: ------ Amount:$ ------ Authorized By: ______ _
(Not to Exceed 10% of Agreement Price) City Manager
A0130-CCMYR-2025
Docusign Envelope ID: FF675C30-B663-4B4C-AEFE-F05BE2FEE59C

AGREEMENT FOR CONTRACTOR SERVICES BETWEEN

THE CITY OF AGOURA HILLS AND TRITON

TECHNOLOGY SERVICES
THIS AGREEMENT is made and effective as of June 1, 2025, between the City of Agoura Hills, a municipal corporation ("City"), and Triton Technology Services ("Contractor"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows:

1. TERM
This Agreement shall commence on June 1, 2025 , and shall remain and continue in effect until tasks described herein are completed, but in no event later than July 1, 2025 unless sooner terminated pursuant to the provisions of this Agreement.

2. SERVICES
Contractor shall perform the services and tasks described and set forth in Exhibit A, attached hereto and incorporated herein as though set forth in full. Contractor shall complete the tasks according to the schedule of performance which is also set forth in Exhibit A.

3. PERFORMANCE
In meeting its obligations under this Agreement, Contractor shall at all times faithfully and competently perform all tasks described herein in a manner satisfactory to CITY and consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions.

4. PAYMENT
A. The City agrees to pay Contractor monthly, in accordance with the payment rates and terms and the schedule of payment as set forth in Exhibit B, Payment Rates and Schedule, attached hereto and incorporated herein by this reference as though set forth in full, based upon actual time spent on the above tasks. Any terms in Exhibit B other than the payment rates and schedule of payment are null and void. This amount shall not exceed ($40,000) ("Agreement Price") for the initial Term of the Agreement unless additional payment is approved as provided in this Agreement.

The City Manager may approve additional work up to ten percent (10%) of the amount of the Agreement. Any additional work in excess of this amount shall be approved by the City Council.

B. Contractor shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein, unless such additional services are authorized in advance and in writing by the 2 A0130-CCMYR-2025
Docusign Envelope ID: FF675C30-B663-4B4C-AEFE-F05BE2FEE59C City Manager. Contractor shall be compensated for any additional services in the amounts and in the manner as agreed to by the City Council and Contractor at the time City's written authorization is given to Contractor for the performance of said services.

C. Contractor shall submit invoices monthly for actual services performed. Invoices shall be submitted between the first and fifteenth business day of each month, for services provided in the previous month. Payment shall be made within thirty (30) days of receipt of each invoice as to all non-disputed fees. If the City disputes any of Contractor's fees, it shall give written notice to Contractor within thirty (30) days of receipt of an invoice of any disputed fees set forth on the invoice. For all reimbursements authorized by this Agreement, Contractor shall provide receipts on all reimbursable expenses in excess of Fifty Dollars ($50) in such form as approved by the Director of Finance.

5. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE A. The City may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the Contractor at least ten (10) days prior written notice. Upon receipt of said notice, the Contractor shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement, such suspension or termination shall not make void or invalidate the remainder of this Agreement.

B. In the event this Agreement is terminated pursuant to this Section, the City shall pay to Contractor the actual value of the work performed up to the time of termination, provided that the work performed is of value to the City. Upon termination of the Agreement pursuant to this Section, the Contractor will submit an invoice to the City pursuant to Section entitled "PAYMENT" herein.

6. DEFAULT OF CONTRACTOR
A. The Contractor's failure to comply with the prov1s1ons of this Agreement shall constitute a default. In the event that Contractor is in default for cause under the terms of this Agreement, City shall have no obligation or duty to continue compensating Contractor for any work performed after the date of default and can terminate this Agreement immediately by written notice to the Contractor. If such failure by the Contractor to make progress in the performance of work hereunder arises out of causes beyond the Contractor's control, and without fault or negligence of the Contractor, it shall not be considered a default.

B. If the City Manager or his delegate determines that the Contractor is in default in the performance of any of the terms or conditions of this Agreement, it shall serve the Contractor with written notice of the default. The Contractor shall have ten (10) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that the Contractor fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of 3 A0130-CCMYR-2025
Docusign Envelope ID: FF675C30-B663-4B4C-AEFE-F05BE2FEE59C this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement."

7. OWNERSHIP OF DOCUMENTS
A. Contractor shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Contractor shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Contractor shall provide free access to the representatives of City or its designees at reasonable times to such books and records, shall give City the right to examine and audit said books and records, shall permit City to make transcripts therefrom as necessary, and shall allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment.

B. Upon completion of, or in the event of termination or suspension of this Agreement, all original documents, designs, drawings, maps, models, computer files containing data generated for the work, surveys, notes, and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall become the sole property of the City and may be used, reused or otherwise disposed of by the City without the permission of the Contractor. With respect to computer files containing data generated for the work, Contractor shall make available to the City, upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring and printing computer files.

8. INDEMNIFICATION
Contractor shall defend, indemnify, and hold the City, its officials, officers, employees, agents and independent contractors serving in the role of City officials, and volunteers (collectively "lndemnitees") free and harmless from any and all claims, demands, causes of action, proceedings, costs, expenses, liabilities, losses, damages or injuries, in law or equity, to property or persons, including wrongful death (collectively "Claims"), in any manner arising out of or incident to any acts or omissions of Contractor, its officials, officers, employees, agents or subcontractors in connection with the performance of this Agreement, including without limitation the payment of all consequential damages, attorneys' fees, and other related costs and expenses, except for such Claims arising out of the sole negligence or willful misconduct of the lndemnitees.

With respect to any and all such Claims, Contractor shall defend lndemnitees at Contractor's own cost, expense, and risk and shall pay and satisfy any judgment, award, or decree that may be rendered against lndemnitees. Contractor shall reimburse lndemnitees for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Contractor or lndemnitees. All duties of Contractor under this Section shall survive termination of this Agreement.
4 A0130-CCMYR-2025
Docusign Envelope ID: FF675C30-B663-4B4C-AEFE-F05BE2FEE59C

9. INSURANCE REQUIREMENTS
Prior to commencement of work, Contractor shall procure, provide, and maintain, at Contractor's own expense, for the duration of this Agreement, insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, or employees.

A.
as:

Minimum Scope of Insurance. Coverage shall be at least as broad 1) Insurance Services Office Commercial General Liability form No. CG 00 01 11 85 or 88, or equivalent.
2) Insurance Services Office Business Auto Coverage form CA 00 01 06 92, or equivalent, covering Automobile Liability, code 1 (any auto). If the Contractor owns no automobiles, a non-owned auto endorsement to the General Liability policy described above is acceptable.
3) Worker's Compensation insurance as required by the State of California and Employer's Liability Insurance. If the Contractor has no employees while performing under this Agreement, worker's compensation insurance is not required, but Contractor shall execute a declaration that it has no employees. 4) Cyber Security and Privacy Liability shall be written on a policy form providing cyber security and privacy liability.
5) Cyber Technology Errors and Omissions shall be written on a policy providing cyber technology errors and omissions. 6) Professional Liability Insurance shall be written on a policy form providing professional liability for the Contractor's profession. than:

B. Minimum Limits of Insurance. Contractor shall maintain limits no less 1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage, including without limitation, blanket contractual liability. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage for all activities of the Contractor arising out of or in connection with work to be performed under this Agreement, including coverage for any owned, hired, non-owned or rental vehicles.
5 AO 130-CCMYR-2025
Docusign Envelope ID: FF675C30-B663-4B4C-AEFE-F05BE2FEE59C 3) Worker's Compensation as required by the State of California; Employer's Liability: One million dollars ($1,000,000) per accident for bodily injury or disease.
4) Cyber Security and Privacy Liability coverage: Contractor shall procure and maintain insurance with limits of $1,000,000 per occurrence/loss, $2,000,000 general aggregate, which shall include the following coverage:
a. Liability arising from the theft, dissemination and/or use of confidential or personally identifiable information;
including, but not limited to personally identifiable
information (PII), protected health information (PHI),
security codes, access codes, passwords, etc.
b. Network security liability arising from the unauthorized use of, access to, or tampering with computer systems,
including hacker or denial of service attacks.
c. Liability arising from introducing a computer virus into or otherwise causing damage to vendor's (first-party) or
customer's (third party) computer, computer system,
network, or similarly related property and the data,
software, and programs.
d. Liability arising from professional misconduct or lack of the requisite skill required for performing services defined in the contract or agreement.
e. Costs associated with restoring, updating, or replacing data.
f. Costs associated with a privacy breach, including
notification costs, customer support, forensics, crises management, public relations consulting, legal services of a privacy attorney, credit monitoring, and identity fraud resolutions services for affected individuals.
g. If coverage is maintained on a claims-made basis,
Contractor shall maintain such coverage for an additional three (3) years following termination of the contract.
5) Cyber Technology Errors and Omissions. Contractor shall procure and maintain insurance with limits of $1,000,000 per occurrence/loss, $2,000,000 general aggregate, which shall include the following coverage:
a. Liability arising from the unauthorized release of
information for which an entity has the legal obligation to keep private, such as personally identifiable information (PII) and protected health information (PHI)
6 AO 130-CCMYR-2025
Docusign Envelope ID: FF675C30-B663-4B4C-AEFE-F05BE2FEE59C b. Network security liability arising from the unauthorized use of, access to, or tampering with computer systems,
including hacker or denial of service attacks.
c. Liability arising from the failure of technology products (software and hardware) required under the contract for Contractor to properly perform the intended services.
d. Claims alleging the failure of computer security that result in the transmission of malicious code, deletion, destruction or alteration of data, or the denial of service.
e. Electronic Media Liability arising from personal injury, plagiarism or misappropriation of ideas, domain name
infringement or improper deep-linking or framing, and
infringement or violation of intellectual property rights. f. Liability arising from the rendering, or failure to render, professional services.
g. Defense costs in regulatory proceedings (state and
federal) involving a violation of privacy laws or intellectual property rights.
h. Crisis management and other expert services.
i. If coverage is maintained on a claims-made basis,
Contractor shall maintain such coverage for an additional three (3) years following termination of the contract.
6) Professional Liability coverage: One million ($1,000,000) per claim and in aggregate.

C. Deductibles and Self-Insured Retentions. Any deductibles or selfinsured retentions must be declared to and approved by the City Manager. At the option of the City Manager, either the insurer shall reduce or eliminate such deductibles or selfinsured retentions as respects the City, its officers, officials, employees and volunteers; or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.

D. Requirements Not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. 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 all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Vendor maintains higher limits than the minimums shown above, the Agency requires and shall be entitled to coverage for the higher limits maintained by the Vendor. Any available 7 AO 130-CCMYR-2025
Docusign Envelope ID: FF675C30-B663-4B4C-AEFE-F05BE2FEE59C insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Agency.

E. Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:
1) The City, its officers, officials, employees and volunteers are to be covered and named as additional insureds in respect to: liability arising out of activities performed by or on behalf of the Contractor; products and completed operations of the Contractor; premises owned, occupied or used by the Contractor; or automobiles owned, leased, hired or borrowed by the Contractor. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees or volunteers.
2) For any claims related to this project, the Contractor's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees and volunteers. Any insurance or self-insured maintained by the City, its officers, officials, employees or volunteers shall be excess of the Contractor's insurance and shall not contribute with it.
3) Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers.
4) The Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.
5) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice has been given to the City. Contractor agrees to oblige its insurance agent or broker and insurers to provide City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or non renewal of coverage for each required coverage.
6) Waiver of subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against the City, its elected or appointed officers, agents, officials, employees, and volunteers or shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against the City and shall require similar written express waivers and insurance clauses from each of its subcontractors.

F. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City.

Self insurance shall not be considered to comply with these insurance requirements. 8 A0130-CCMYR-2025
Docusign Envelope ID: FF675C30-B663-4B4C-AEFE-F05BE2FEE59C G. Verification of Coverage. Contractor shall furnish the City with original endorsements, specifically naming the City of Agoura Hills, its officers, officials, employees and volunteers as additional insured, effecting coverage required by this clause .. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. The endorsements are to be on forms acceptable to the City. Insurance certificates and endorsements must be received and approved by City's Risk Manager prior to commencement of performance. Current insurance certificates and endorsements shall be kept on file with the City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time.

H. Mailing Instructions. Insurance documents shall be mailed with the signed Agreement to the attention of the staff person indicated on the cover sheet of this Agreement, to the City of Agoura Hills, 30001 Ladyface Court, Agoura Hills, CA 91301.

Executed Agreement(s) cannot be released nor may any work commence on a project until the signed Agreement and appropriate insurance documents are on file with the City Clerk.

10. INDEPENDENT CONTRACTOR
A. Contractor is and shall at all times remain as to the City a wholly independent Contractor. The personnel performing the services and tasks under this Agreement on behalf of Contractor shall not be City employees and shall at all times be under Contractor's exclusive direction and control. Contractor and all of Contractor's personnel shall possess the qualifications, permits, and licenses required by state and local law to perform the services and tasks under this Agreement, including, without limitation, a City business license as required by the Agoura Hills Municipal Code. Contractor shall determine the means, methods, and details by which Contractor's personnel will perform the services and tasks. Contractor shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the services and tasks, and compliance with the customary professional standards. Neither City nor any of its officers, employees, agents, or volunteers shall have control over the conduct of Contractor or any of Contractor's officers, employees, or agents.

B. Contractor shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, employees, or agents of City. Contractor and Contractor's personnel shall not supervise any of City's employees; and City's employees shall not supervise Contractor's personnel. Contractor's personnel shall not wear or display any City uniform, badge, identification number, or other information identifying such individual as a City employee; and Contractor's personnel shall not use any City e-mail address or City telephone number in the performance of any of the services and tasks under this Agreement. Contractor shall acquire and maintain at its sole cost and expense such vehicles, equipment, and supplies as Contractor's personnel require to perform any of the services and tasks required by this Agreement. Contractor shall perform all services and tasks off of City premises at locations of Contractor's choice, except as otherwise may from time to time be necessary in order for Contractor's personnel to receive projects from City, review plans on file at City, pick up or deliver any work product related to Contractor's performance of any 9 A0130-CCMYR-2025
Docusign Envelope ID: FF675C30-B663-4B4C-AEFE-F05BE2FEE59C services and tasks under this Agreement, or as may be necessary to inspect or visit City locations and/or private property to perform the services and tasks. City may make a computer available to Contractor from time to time for Contractor's personnel to obtain information about, or to check on, the status of projects pertaining to the services and tasks performed under this Agreement. Contractor shall not incur or have the power to incur any debt, obligation or liability whatever against City, or bind City in any manner.

C. No employee benefits shall be available to Contractor in connection with the performance of this Agreement. Except for the fees paid to Contractor as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Contractor for performing services and tasks hereunder for City. City shall not be liable for compensation or indemnification to Contractor for injury or sickness arising out of performing services and tasks hereunder. Contractor shall be responsible for and pay all salaries, wages, benefits and other amounts due to Contractor's personnel in connection with their performance of the services and tasks under this Agreement, and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to, Social Security taxes, other retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, state, or federal policy, rule, regulation, statute, or ordinance to the contrary, Contractor and any of its officers, employees, agents, and subcontractors providing any of the services and tasks under this Agreement shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit, or any incident of employment by City, including, but not limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System ("PERS") as a City employee, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits.

D. Contractor shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs, and expenses of any nature to the extent arising from, caused by, or relating to Contractor's personnel practices, or to the extent arising from, caused by, or relating to the violation of any of the provisions of this Section. In addition to all other remedies available under law, City shall have the right to offset against the amount of any fees due to Contractor under this Agreement any amount due to City from Contractor as a result of Contractor's failure to promptly pay to City any reimbursement or indemnification arising under this Section. This duty of indemnification is in addition to Contractor's duty to defend, indemnify, and hold harmless as set forth in any other provision of this Agreement.

11.PERS COMPLIANCE AND INDEMNIFICATION
A. General Requirements. The parties acknowledge that City is a local agency member of PERS, and as such has certain pension reporting and contribution obligations to PERS on behalf of qualifying employees. Contractor agrees that, in providing its employees and any other personnel to City to perform the services and tasks under this Agreement, Contractor shall assure compliance with the Public Employees' 10 AO 130-CCMYR-2025
Docusign Envelope ID: FF675C30-B663-4B4C-AEFE-F05BE2FEE59C Retirement Law, commencing at Government Code Section 20000, the regulations of PERS, and the Public Employees' Pension Reform Act of 2013, as amended. Without limitation to the foregoing, Contractor shall assure compliance with regard to personnel who have active or inactive membership in PERS and to those who are retired annuitants and in performing this Agreement shall not assign or utilize any of its personnel in a manner that will cause City to be in violation of the applicable retirement laws and regulations.

B. Indemnification. Contractor shall defend (with legal counsel approved by City, whose approval shall not be unreasonably withheld), indemnify, and hold harmless City, and its City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Contractor's violation of any provisions of this Section. This duty of indemnification is in addition to Contractor's duty to defend, indemnify, and hold harmless as set forth in any other provision of this Agreement.

12. LEGAL RESPONSIBILITIES
The Contractor shall keep itself informed of all local, State and Federal ordinances, laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Contractor shall at all times observe and comply with all such ordinances, laws and regulations. The City, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the Contractor to comply with this section.

13. RELEASE OF INFORMATION
A. All information gained by Contractor in performance of this Agreement shall be considered confidential and shall not be released by Contractor without City's prior written authorization. Contractor, its officers, employees, agents or subcontractors, shall not without written authorization from the City Manager or unless requested by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered "voluntary" provided Contractor gives City notice of such court order or subpoena.

B. Contractor shall promptly notify City should Contractor, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under or with respect to any project or property located within the City. City retains the right, but has no obligation, to represent Contractor and/or be present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor. However, City's right to review any such 11 A0130-CCMYR-2025
Docusign Envelope ID: FF675C30-B663-4B4C-AEFE-F05BE2FEE59C response does not imply or mean the right by City to control, direct, or rewrite said response.

14.NOTICES
Any notices which either party may desire to give to the other party under this Agreement must be in writing and may be given either by: (i) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, that provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by Notice. Notice shall be effective upon delivery to the addresses specified below or on the third business day following deposit with the document delivery service or United States Mail as provided above.

To City:

To Contractor:

15.ASSIGNMENT
City of Agoura Hills
30001 Ladyface Court
Agoura Hills, California 91301
Attention: City Manager
Triton Technology Solutions
32234 Paseo Adelanto Suite E-1
San Juan Capistrano, CA 92675
Attention:

The Contractor shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without prior written consent of the City.

Upon termination of this Agreement, Contractor's sole compensation shall be payment for actual services performed up to, and including, the date of termination or as may be otherwise agreed to in writing between the City Council and the Contractor.

16. LICENSES
At all times during the term of this Agreement, Contractor shall have in full force and effect, all licenses required of it by law for the performance of the services described in this Agreement.

17.GOVERNING LAW
The City and Contractor understand and agree that the laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in the municipal, superior, or federal district court with geographic jurisdiction over the City of Agoura Hills. In the event such litigation is filed by one party against the other to enforce its rights under this Agreement, the 12 AO 130-CCMYR-2025
Docusign Envelope ID: FF675C30-B663-484C-AEFE-F05BE2FEE59C prevailing party, as determined by the Court's judgment, shall be entitled to reasonable attorney fees and litigation expenses for the relief granted.

18.PROHIBITED INTEREST
No officer, or employee of the City of Agoura Hills shall have any financial interest, direct or indirect, in this Agreement, the proceeds thereof, the Contractor, or Contractor's subcontractors for this project, during his/her tenure or for one year thereafter. The Contractor hereby warrants and represents to the City that no officer or employee of the City of Agoura Hills has any interest, whether contractual, noncontractual, financial or otherwise, in this transaction, or in the business of the Contractor or Contractor's subcontractors on this project. Contractor further agrees to notify the City in the event any such interest is discovered whether or not such interest is prohibited by law or this Agreement.

19.EXHIBITS
Exhibits A and B constitute a part of this Agreement and are incorporated into this Agreement by this reference. If any inconsistency exists or arises between a provision of this Agreement and a provision of any exhibit, the provisions of this Agreement shall control.

20. ENTIRE AGREEMENT
This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous Acontrgreements, understandings, representations and statements, oral or written, are merged into this Agreement and shall be of no further force or effect.

Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material.

21.AMENDMENT OF AGREEMENT
This Agreement may be amended only by a writing signed by both parties.

The City Manager is authorized to sign an Amendment to this Agreement on the City Council's behalf and without the City Council's prior approval to make the following nonsubstantive modifications to the Agreement: (a) name changes; (b) extensions of time that do not result in monetary changes; (c) non-monetary changes in the scope of work; and (d) termination of the Agreement. All monetary changes to this Agreement require City Council approval.

22.AUTHORITY TO EXECUTE THIS AGREEMENT
The person or persons executing this Agreement on behalf of Contractor warrants and represents that he or she has the authority to execute this Agreement on behalf of the Contractor and has the authority to bind Contractor to the performance of its 13 AO 130-CCMYR-2025
Docusign Envelope ID: FF675C30-B663-4B4C-AEFE-F05BE2FEE59C obligations hereunder. In lieu of a handwritten or wet signature from the Contractor, the City may electronically process and execute this Agreement and request that the Contractor sign the Agreement electronically via DocuSign or similar electronic signature software.

23. COUNTERPARTS
This Agreement may be executed in counterparts, all such executed counterparts shall constitute the same Agreement, and the signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart.
14 A0130-CCMYR-2025
Docusign Envelope ID: FF675C30-B663-4B4C-AEFE-F05BE2FEE59C IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written.

A0130-CCMYR-2025

CITY OF AGOURA HILLS
Jeremy Wolf,
Mayor Pro Tem
ATTEST:

Kimberly M. Rodrigues, MMC
City Clerk
Date Approved by City Council: ______ _
APPROVED AS TO FORM:

Candice K. Lee,
City Attorney

CONTRACTOR
Triton Technology Solutions
32234 Paseo Adelanto Suite E-1, San Juan
Capistrano CA, 92675
Kristen Tetherton
(949) 388-3919
[email protected]
ILOocuSlgned by:

B
N
y: ��t��ton ame:

Title: President
B
Name:
y:
8 ri an R0S[5::''"'"'+-�A92a,1FEt04cs ...

Title: chief Technology officer
[Signatures of Two Corporate Officers Required]
15 Docusign Envelope ID: FF675C30-8663-484C-AEFE-F05BE2FEE59C

EXHIBIT A

TASKS TO BE PERFORMED
The specific elements (scope of work) of this service include:

I. Systems
A. Cablecast VIO Video Server System
• Model: VIO Lite or VI02 (2 1/0) or VI04 (4 1/0)
• Chassis: 2 RU with whisper quiet fans
• Storage: 8TB internal storage
• 1/0 Capabilities:
o 2 channel configurable 1 x1 SD/HD SDI encode/decode
o Selectable SD or HD SDI with embedded audio
• Stream Inputs:
o RTP, RTMP, RTSP, NOi, SRT, HLS
• Output Graphics Features:
o Graphics overlay
o Crawl text
o Station bug and bug text
B. Software Licenses and Capabilities
• Included Software:

A0130-CCMYR-2025
o Cablecast Automation Software
o Cablecast Video Server Software
o Cablecast CG Server Software
16 Docusign Envelope ID: FF675C30-B663-4B4C-AEFE-F05BE2FEE59C • Included Features:
o Native schedule integration for "Airs Again On", "Coming Up Next", and other dynamic schedule graphics
o 3-year hardware warranty
o 1 year of Gold Support (includes premium features, updates, and same-day support)
C. Video On Demand (VOD) Capability
• Cablecast VOD Software Upgrade:
o Software-only upgrade for VIO Lite or VI02 servers
o Enables VOD content delivery
D. Professional Monitoring & Mounting
• Monitor: 21.5" Full HD with 3G-SD1 & HDMI inputs
• Mount: Articulating mount for 13"-32" flat panel monitors E. Signal Routing and Conversion
• Router: Compact 16x16 3G-SDI Router
• Converter: HD/SD-SDI to HD/SD Analog Component/Composite with audio de-embedder
II. Labor
A. Engineering and Installation
• Pre-Installation Site Assessment:
o Engineer to trace existing video, audio, and network wiring to Leightronix
• Installation Services:
o Installer onsite for 1 day to:
• Install Tightrope hardware
• Connect Tightrope hardware to existing infrastructure • Commissioning:
17 A0130-CCMYR-2025
Docusign Envelope ID: FF675C30-B663-4B4C-AEFE-F05BE2FEE59C o Engineer onsite for 2 days to:
• Support full system installation
• Assist with system commissioning
• Wiring Documentation:
o Engineer will design and document wiring specific to new installed equipment
• Coordination and Support:
o Coordinate with Tightrope services for:
• System setup
• Migration of content from legacy system
o One-hour remote training, installation assistance, or service (must be scheduled 2 weeks in advance)
Ill. Materials
A. Hardware
• Cablecast VIO Video Server (VIO Lite, VI02, or VI04)
• 21.5" Full HD Monitor (3G-SDI & HDMI)
• Articulating Monitor Mount
• 16x16 3G-SD1 Router
• SDI-to-Analog Converter with Audio De-Embedder
B. Software
• Cablecast Automation, Video, and CG Server Software (included) • Cablecast VOD Software Upgrade
C. Accessories
• Cables and connectors for video, audio, and network connections (based on site assessment)
IV. Support & Warranty
18 AO 130-CCMYR-2025
Docusign Envelope ID: FF675C30-B663-4B4C-AEFE-F05BE2FEE59C • 3-Year Hardware Warranty (included)
• 1-Year Gold Support:
o Includes software updates and premium features
o Same-day support via email, phone, and remote login
• Annual Support Subscription:

A0130-CCMYR-2025
o Per 1/0 for subsequent years beyond the initial term
19 Docusign Envelope ID: FF675C30-B663-4B4C-AEFE-F05BE2FEE59C

EXHIBIT B

PAYMENT RATES AND SCHEDULE
One-time installation, configuration, and labor costs:

Payment# Amount Milestone/Description Due Date
1 $18,848.04 50% deposit - June 5, 2025
Equipment shipment,
system commission,
and scheduling of
installation
2 $18,848.04 50% final payment - No later than June 30, 2025 Due upon completion
of installation, system
commissioning,
training, and
documentation
submission
Annual Ongoing Costs (Beginning Year 2 and Beyond)
Item Description Annual Cost
Annual Support Per 1/0 support subscription for $3,000
Subscription system updates,
email/phone/remote support, and
access to premium features.

Annual Hardware After Year 3, hardware assurance $1,978 Assurance can be renewed annually for
coveraqe beyond warranty.
20 A0130-CCMYR-2025

CITY OF

AGOURA HILLS
"Gateway to the Santa Monica Mountaim National Recreation A1·ea" May 28, 2025
Assemblymember Rick Zbur
1700 Tribute Road, Suite 201
Sacramento, CA 95815
Re: AB 478 (?:J>url_Accessibil_ity to emergency information and services:
mandatory evacuation areas;_eets...:.

Notice of SUPPORT
Dear Assemblymember Zbur,
On behalf of the City of Agoura Hills, I am writing to express our strong support for Assembly Bill 478 (AB 478), which seeks to improve accessibility to emergency information and services.', with a particular focus on the safety and well-being of pets during mandatory evacuations.

As a city that is highly susceptible to the dangers posed by wildfires and other natural disasters, ensuring the safety of all members of our community-human and animal alike-is of paramount importance. AB 478 provides a critical framework for incorporating pets into evacuation and emergency management plans, ensuring they are not left behind during times of crisis.

In Agoura Hills, we understand the significant role pets play in the lives of residents, and we recognize that, in em�rgency situations, many pet owners face difficult decisions when it comes to evacuating with their animals. The measures outlined in AB 478 would help ensure that all individuals, regardless of their circumstances, can access timely and accurate emergency information and are provided with the necessary services to safely evacuate their pets from mandatory evacuation zones.

The City of Agoura Hills is committed to disaster preparedness and resilience. By supporting AB 478, we can further enhance our efforts to safeguard both people and pets in the face of emergencies. This bill is an important step forward in promoting public safety, equity, and the well-being of our community.

We ur!Je your colleagues in the Legislature to support AB 478 and look forward to working with you to ensure the safety of all our residents and their pets during futµre emergencies. 30001 Ladyface Court, Ago1irr1 Hills, CA ;)1301-2583 • Telephone (818) 537-7300 • Fax (818) 597-7352 agoumhillscity org