Oxnard City Council
October 18, 2022

The campaign begins by providing them with a place to call home. Then, it builds on this critical component by providing participants access to mental and physical health services, substance abuse counseling, and other supportive resources needed to stabilize their lives.

St. Vincent de Paul Village, working off a list of the highest users of public services referred to them by hospitals and law enforcement, issues the vouchers in the individuals’ names after SDHC confirms their eligibility. There’s a waiting list for future participants. The County of San Diego awarded an additional 10 housing subsidies to the program, bringing to 35 the total number of participants in Project 25.
“The progress we are seeing with Project 25 is the direct result of the growing collaboration between the County of San Diego, the City of San Diego, the San Diego Housing Commission and the other partners we have, including St. Vincent de Paul and the United Way,” says County Supervisor Greg Cox, Chairman of the San Diego County Board of Supervisors.

Additional partners include: Alpha Project, County of San Diego District Attorney, County of San Diego Health & Human Services Agency, Family Health Centers of San Diego, San Diego County Sheriff’s Office, San Diego Medical Services Enterprise, San Diego Police Department, San Diego Rescue Mission, and UC San Diego Medical Center.

Ho Me again, ProjeCT 25
san Diego Housing Commission
In April 2012, Project 25 announced
preliminary results of the program:
• Emergency room visits down 77
percent
• Ambulance transports down 72 percent
• In-patient medical stays down 73
percent
• Arrests down 69 percent
• Jail days down 43 percent
In April 2013, Project 25 updated the
cost savings the program has provided.

According to St. Vincent de Paul Village,
the 35 people whom Project 25 has
helped cost the community $4.2 million in
2010. In 2012, the cost to the community
was $2 million. Including the operating
cost, the program has saved the City more
than $1.4 million.
154
30 Improving Health and Stability
The idea that “home is where you hang your hat” is
no cliché for James, 48, an Army veteran who was
homeless for almost 15 years before one of SDHC’s
Sponsor-Based Vouchers through Project 25 helped him
get an apartment.

The hallway of his apartment in downtown San Diego
is lined with more than 30 baseball caps—the San
Diego Padres, NASCAR’s Kyle Busch, Tapout, and
“President Obama at Barnard Commencement,” among
others. “I change my hats like the weather,” James
says. Collecting them “is like a little hobby, it gives me something to do.”
James is now in recovery from alcoholism. His
homelessness previously was a costly drain on public
resources: 54 ambulance rides, 51 emergency room
visits, and 34 jail days just in 2010. Then St. Vincent de Paul Village chose James for Project 25 from a list
of the highest users of public services.

James says his apartment provides him with stability
and a sense of purpose. “I feel like somebody again.”
Off the streets, he returned to his love of cooking. He has a closet for his shirts and a place to iron them. He cleans obsessively.

He keeps a regular schedule of appointments with
doctors, a case management worker, and a life skills
coach. He attends Alcoholics Anonymous. With the
emergency room visits and jail time behind him, James
feels like he is on his way back up. “I’m advancing. I’m not taking steps backward. It’s been tremendous, the
difference. And I can’t believe this myself.”
James, at his downtown San Diego apartment
155
31 Improving Health and Stability
“The first three years
of our Sponsor-Based
Housing Assistance
Program and the OPRI
partnership have
demonstrated great
success in connecting
some of Oakland’s
most vulnerable and
at-risk households
to the housing and
services they need to
increase stability and
self-sufficiency.”
– Eric Johnson, Executive
Director of the Oakland
Housing Authority
In 2010, the Oakland Housing Authority (OHA) used its MTW designation to create a local Sponsor-Based Housing Assistance Program (SBHAP) to serve low-income clients who otherwise might not qualify or be successful in the traditional Public Housing and Section 8 programs. This initiative aims to assist a population of hard-to-house clients with special needs by leveraging additional funding and program expertise in the community.

In order to meet these goals, OHA established the Oakland PATH Rehousing Initiative (OPRI) through a partnership with the City of Oakland’s Department of Human Services (DHS) and the City’s Permanent Access to Housing Strategy (PATH) to end homelessness. As part of the agreement with the City, OHA allocates up to $1,500,000 per year for rental housing assistance through OPRI providers to between 125 and 144 households who are also receiving services from providers working under contract with DHS.

Those served under the SBHAP agreement come from homeless encampments or are exiting the criminal justice system, including re-entering youth. Program eligibility was streamlined to best meet the needs of the target populations while maintaining program integrity.

Households receiving assistance through the program pay no more than 30 percent of their income towards rent and must meet the same income limits as the Section 8 program.

OHA funding through SBHAP covers the direct housing subsidy costs, security deposits, monthly utility payments, repairs and cleaning, vacancy losses on master leased units, and housing locator assistance. Providers work under contract with the City of Oakland and are entitled to a 10 percent administrative fee. All funds received by the City under OPRI are passed through to the providers. The City does not receive any direct funding for the program and is not authorized to charge the Housing Authority for any costs associated with the administration of this agreement.

The City currently leverages social services funding of $1,600,000 with OHA funds to administer the program using four providers. Abode Housing provides housing placement assistance to up to 124 adults in the program. The ongoing services for the homeless individuals coming from the encampments are provided by Lifelong Medical. Additionally, housing placement and ongoing services for youth coming out of the criminal justice system are provided by First Place Fund for Youth, while services for the adult re-entry population are provided by Volunteers of America.

As of May 31, 2013, 139 individuals were receiving housing assistance through the program, and 74 of them came from homeless encampments. The remaining 42 had recently exited the criminal justice system, including 23 youth. Since its inception, the program has assisted over 200 people: 116 individuals who were residing in an encampment, 20 of whom have a serious mental illness; and 53 re-entry individuals. Thus far, 95 percent of all persons who obtain housing through the program remain housed for more than six months, and 85 percent for more than a year.
“The first three years of our Sponsor-Based Housing Assistance Program and the OPRI partnership have demonstrated great success in connecting some of Oakland’s most vulnerable and at-risk households to the housing and services they need to increase stability and self-sufficiency,” says OHA Executive Director Eric Johnson. “However, federal funding cuts have caused a serious shortfall of available MTW funding, resulting in a current freeze on program enrollments. It is critical that Congress reverse this trend so that we can build on this promising start.”
sPonsor-Based Housing assisT an Ce PrograM
oakland Housing Authority
156
32 Improving Health and Stability
If you pass by a homeless shelter these days, you may notice that a large number of people coming or going from the shelter walk with canes, use a cart of some sort as a walker, or, frankly, just have a lot of wrinkles. This reflects what is happening in the homeless population across the nation; it’s aging. While the general population is aging, the aging of the homeless population is actually a distinct phenomenon.

The median age of homeless single adults in 2010 was about 50, up from 35 in 1990. In 2011, over a quarter of individuals in shelters were age 51 and above. According to researcher Thomas Byrne and his colleagues, the aging of the homeless population is the result of a cohort effect. Persons born during the latter half of the baby boom era (i.e., 1955-1965) have consistently remained at the highest risk for homelessness as they have aged. The chart below shows how this segment of the homeless population is like a wave moving through time.

Because of this cohort effect, the homeless population is expected to continue aging. Byrne and colleagues predict that by 2025, the largest proportion of the single adult homeless population will be between the ages of 65 and 74.

In the context of homelessness, we label individuals as “elderly” starting at age 50 because living on the street prematurely ages people. Although chronologically younger, they develop chronic illnesses and geriatric conditions that rival those ages 65 and above.

Chronic illnesses are things that persist for extended periods, like arthritis, diabetes and heart disease. Geriatric conditions include things such as functional impairment, cognitive impairment, hearing or visual impairment and urinary incontinence.

Combine the lack of stable housing with high levels of chronic disease and geriatric syndromes, and homeless elderly adults use health resources at a very high rate. For example, researchers have found that homeless adults age 50 and over use the emergency department at a rate nearly four times that of the broader population.

Although the reasons are often complex, studies suggest there are two primary pathways into elder homelessness. Some individual have been chronically homeless over many years, experiencing challenges such as mental illness, substance abuse, imprisonment and other instabilities. This is partially what is playing out in that cohort effect.

Others are simply financially vulnerable. They may be living on a small fixed income, lose a job, not able to find affordable housing, have a precarious social support network, develop a debilitating illness without access to health insurance or, likely, experience a combination of many of these challenges.

Together, the shifting age of the homeless population and the premature aging of homeless adults have implications for serving this population, both in temporary shelter and permanent housing environments. Providers will need to consider a broad array of supportive services. In addition, to mental health and substance abuse services, providers will need to consider physical health services and resources to help individuals manage their chronic illnesses.

Coping with functional limitations is challenging enough without staying in a traditional shelter or on the street. Although all populations deserve to be housed, there should be a focus on rapid rehousing or permanent supportive housing for the elderly homeless population.

As the population ages, many begin to become eligible for elderly- designated subsidized housing and other age-related programs. This opens new partnership potential between providers and opportunities to assist this vulnerable population.

To expand the world of possibilities for aging, LeadingAge members and affiliates touch the lives of 4 million
individuals, families, employees and volunteers every day.

The LeadingAge community includes 6,000 not-for-profit
organizations in the United States, 39 state partners,
hundreds of businesses, research partners, consumer
organizations, foundations and a broad global network of aging services organizations that reach over 30 countries.

The work of LeadingAge is focused on advocacy, education, and applied research. We promote home health, hospice,
community-based services, senior housing, assisted living residences, continuing care communities, nursing homes as well as technology solutions and person-centered practices that support the overall health and wellbeing of seniors, children, and those with special needs.

By Alisha Sanders, Managing Director, LeadingAge Center for Housing Plus Services
senior
HomeLessness
Source: Culhane, D.P., Metraux, S., Byrne, T., Stino, M., & Bainbridge, J. (2013).

The age structure of contemporary homelessness: Evidence and implications for public policy. Analyses of Social Issues and Public Policy. Online version ahead of print publication.
12 10
8 6
4 2
0 18-21
22-24
25-27
28-30
31-33
34-36
37-39
40-42
43-45
46-48
49-51
52-54
55-57
58-59
60-61
62-64
65-74
75+
% OF SINGLE ADULT MALE HOMELESS POPULATION
Ages
34-36
Ages
40-41
Ages
49-51
2010 (%) 2000 (%) 1990 (%)
leading age
157
33 Improving Health and Stability
Los Angeles is known as the homeless capital of the country. To shed the city of this title, the Housing Authority of the City of Los Angeles (HACLA) has been collaborating with public and private partners to address the problem. The agency is playing a key role in an unprecedented effort to tackle chronic homelessness through the Permanent Supportive Housing Program (PSHP). To date, HACLA has committed over 2,500 Section 8 Project-Based Vouchers for homeless and chronically homeless individuals and families to this effort.

Permanent supportive housing combines affordable housing with comprehensive services such as mental health treatment, substance abuse prevention, employment opportunities, and life skills training.

Studies in Los Angeles show that placing someone in permanent supportive housing is 40 percent less costly than leaving them on the streets, where they utilize a variety of public resources. “Los Angeles has the largest homeless population in the United States. Those of us tasked with providing housing cannot ignore this fact. The Housing First model provides the stability that this population needs in order for them to receive proper treatment.

Some of these individuals have been living on the streets for twenty, thirty years. Los Angeles’ Permanent Supportive Housing Program demonstrates that there is a solution, and I am pleased that HACLA can provide critical resources toward this effort,” says Douglas Guthrie, President and CEO of HACLA.

Seniors are one of the target populations assisted through the PSHP.

While the elderly are assisted in projects across HACLA’s portfolio, several projects specially target this group. Among them is Parkview on the Park. Developed by Los Angeles Housing Partnership, Parkview on the Park is a transit-oriented community of affordable housing for seniors that features 79 fully-furnished efficiency units and approximately 8,000 square feet of on-site social service and community space.

In response to overwhelming need, 50 percent of the units at Parkview are set aside for the homeless and chronically homeless senior population in Los Angeles, including veterans, seniors at risk of being homeless, and seniors that are formerly homeless. To aid tenants in need of permanent supportive services, the building facilitates full-time, on-site and off-site mental health and homeless case management services, provided by partner agencies such as Affordable Living for the Aging (ALA).

In order to best target PSHP resources such as the units at Parkview on the Park, HACLA is participating in United Way of Greater Los Angeles’ Home for Good (HFG) effort, a five-year plan to end chronic and veteran homelessness in Los Angeles County by 2016. HFG has focused public agencies, community based organizations, businesses, and foundations on establishing a regional coordinated system to serve the most vulnerable by leveraging the resources of all the partners.

In March 2013, HACLA was among the core group of HFG partners that launched the Skid Row Coordinated Entry System (CES) Pilot—a single, accessible system that enables all local homeless service organizations to identify the homeless in a community by name, assess their vulnerability, and prioritize them for housing using a methodology that ensures the most vulnerable are housed first, then links them with the next available appropriate housing resource. The team streamlined the information and data required into a single document called the Rapid Universal Supportive Housing (RUSH) application and used it to house 37 of Skid Row’s most vulnerable, several in as soon as one day. The next step is to implement the CES in other parts of the County.

Collaboration with these partners, who share the agency’s vision and have committed resources, will enable HACLA to use the PSHP to house the most vulnerable members of the community in the most efficient way possible.

Housing Authority of the
City of Los Angeles
PerManenT suPPor Tive Housing PrograM
Studies in Los Angeles show
that placing someone in
permanent supportive housing
is 40 percent less costly than
leaving them on the streets,
where they utilize a variety of
public resources.
158
34 Improving Health and Stability
“This place enabled me to grow
as a person, not just grow old
and die.”
- Paul Davies, Parkview on the Park resident
For those who enter his immaculately-kept apartment
and receive his warm hospitality, it is difficult to imagine that Paul Davies, 67, has lived such a tough life—
most of it homeless. He grew up in San Diego with an
alcoholic mother who beat Paul while her boyfriend held him down. “She told me that I had ruined her life,” he
recalls. “A child questions his reality after a while. You are damaged, and you never really learn how to function in life.” The constant abuse led him to develop a stutter at the age of seven.

At age 16, he ran away. He was unable to hold down the
job he found at a plastics plant due to flashbacks to his childhood. He was later hired by Aerospace to develop
space locks for spacecraft, excelling in his work and
contributing to Apollo 11’s landing on the moon. After
being laid off, he took on odd jobs to get by, leading a carefree life and hitchhiking through several states.

When he tired of the hippie lifestyle, Paul enrolled in a junior college and eventually earned a Bachelor in
Science. He met his wife and had twin girls, but things fell apart after his wife had a seizure and died. Paul’s girls were taken from him while he struggled to maintain a job and care for his daughters. He fell into depression and befriended cocaine.

Paul returned to California, where he became homeless.

Declining health and lack of resources thwarted attempts to pull his life together, and he had no luck seeking
housing through different social service providers. Paul was exhausted and losing hope when he was introduced
to St. Barnabas Senior Center, where he was able to get a voucher for Parkview on the Park. “I couldn’t sleep the first night, I was afraid of something. When dawn came, I figured it out. I wanted to touch everything to make sure it wasn’t a dream. I jumped up and looked around and
said, ‘Is this real?’” Paul recalls. “This place enabled me to grow as a person, not just grow old and die.”
Nick Sidebottom, a Parkview on the Park resident who was home- less before being housed through HACLA’s PSHP
Paul Davies
159
35 Improving Health and Stability
During the last
reporting period,
95 percent of the
households in Marin
Housing’s S+C
Program retained
housing for six months
or longer, while 55
percent have been
successfully housed
for over five years.

Marin County, California, known for its beauty and affluence, has one of the highest per capita incomes in the nation. It also has a significant wealth disparity that is challenging for the poorest citizens, including the mentally ill homeless. Affordable housing is a challenge for the wealthy county in general, and it is even more of a pronounced issue for those with mental illness. While the Fair Market Rent (FMR) for a two-bedroom unit is $1,795 per month, many households on Supplemental Security Income (SSI) receive roughly $866 and those on General Assistance receive roughly $387 monthly.

Since 1994, Marin Housing Authority (Marin Housing) has partnered closely with the County of Marin Mental Health and Substance Use Services (MHSUS) Department to provide permanent supportive housing to homeless individuals and families with severe and persistent mental illness, 70 percent of whom have co-occurring substance use issues. Marin Housing’s program combines HUD-funded tenant-based Shelter Plus Care (S+C) Program rental subsidies with in-house wrap-around intensive case management.

MHSUS approached the Housing Authority with operating funds to hire mental health and housing search case managers, along with a clinical supervisor, and access to the County’s psychiatrist and mental health nurse practitioner. The intention was to help the mentally ill homeless not only obtain permanent housing through the S+C Program but also maintain the housing and avoid costly recidivism, hospitalizations, and incarceration. The program has expanded to include a team of Peer Advocates through Community Action Marin—the County’s largest private social services agency, which, among other work, hires and provides job coaching to employees with mental illness.

What makes the Marin Housing’s program unique from other S+C programs around the country is that the entire team, including the case managers, clinical supervisor, Peer Advocates, and the Housing Eligibility Specialist, sits together under one roof, cutting through the bureaucratic red tape. “Having a case management team within the Housing Authority organization has really streamlined the housing lease-up process for both the tenant and landlord. Landlords are more willing to accept a tenant with poor credit and no recent rental history because they know they can get help if there is a tenancy issue,” states June Miyake, Director of Supportive Housing.

During the last reporting period, 95 percent of the households in Marin Housing’s S+C Program retained housing for six months or longer, while 55 percent have been successfully housed for over five years. Of those who left during the reporting period, 90 percent had been housed for over six months. Some of the households who exited the program left because they received Section 8 vouchers and chose that program, creating opportunities for the Housing Authority to take in more homeless households through the S+C Program. sHel Ter Plus Care PrograM
marin Housing Authority
160
36 Improving Health and Stability
“Most of our
clients are
severely and
persistently
mentally ill and
have been on
the streets for
years with little
to no services.

Sometimes it
takes a few tries
before they feel
safe accepting
wrap-around
services.”
– Mimi Griffin,
S+C case manager
at Marin Housing
Bethany Powell, a S+C participant since 2002, states that the wrap-around intensive case management services for herself and two children kept her stable. Bethany was born to drug-addicted parents and suffered major early childhood trauma, resulting in post-traumatic stress disorder (PTSD), bipolar disorder, and major depression. As a young adult with two small children, she faced multiple obstacles including her own addiction to drugs, incarceration, and domestic violence. She ended up in a homeless shelter and eventually found herself in the S+C Program. Shortly after entering the Program, despite having a roof over her head, Bethany ended up relapsing, going to jail, losing custody of her kids, and losing her housing. After completing a residential treatment program for drug addiction, she was able to come back into the S+C Program. This time, she accepted the wrap-around support from the Shelter Plus Care Team and has remained sober, regained a positive relationship with her children, and has been successfully housed for over eight years.

Bethany’s longtime S+C case manager, Mimi Griffin, states that Bethany’s relapse and her nonlinear path to sobriety and housing stability is not unique. “Most of our clients are severely and persistently mentally ill and have been on the streets for years with little to no services. Sometimes it takes a few tries before they feel safe accepting wrap-around services. Living on the streets makes you hyper vigilant out there and distrusting of everyone.” Bethany says that the S+C Program provided her a safe place to be in order to stabilize her life. “I had to take a lot of side swings along the way, but I always made it back on track,” she states. Bethany is currently an active member of the Marin Housing’s Shelter Plus Care Advisory Board and provides valuable insight and experience for setting policies and procedures.

Tiar and Randy, S+C participants enjoying the annual client picnic Reed, a longtime S+C Peer Advocate, with Advocate Program supervisor Eileen
161
37 Housing authorities, too, are adopting new priorities and taking on new roles. But retooling the crisis response system involves more than just adopting best practices of increased investments in permanent supportive housing and rapid rehousing for families.

It means ensuring that all program administration is efficient and effective in helping people experiencing homelessness to achieve the outcome of permanent housing quickly and successfully. This requires consideration of potential barriers that people experiencing homelessness might face, whether in admissions, application processing, the housing search process, or any other point leading to securing housing. It entails adapting protocols and streamlining procedures to eliminate such barriers. In order to address the needs of those experiencing homelessness, housing authorities are transforming the ways that they do business.

For decades, the homeless crisis response system has
taken a linear form: street outreach to emergency shelter to transitional housing to permanent housing. People
experiencing homelessness have progressed through the
four levels of care as they have been deemed “ready.”
For example, sobriety has been required for admission to shelters, and treatment compliance has been expected for admission to transitional housing. In the past decade, many communities have replaced this “housing ready” model
with the Housing First approach, focused on preventing
homelessness and rapidly returning people experiencing
homelessness to housing. As communities make this shift, they are reassessing the ways that they use their resources. retooling the Homeless Crisis
response system
162
38 Retooling the Homeless Crisis Response System
“Housing is the
key to everything.

Because you can’t do
anything until you
have a place to live.

It’s the foundation for
everything.”
— Jenny Child, case manager at
Independence Northwest
Designed to respond quickly when homelessness threatens an individual or family, Home Forward’s Short-Term Rent Assistance (STRA) program provides housing subsidies for up to two years to households experiencing or at risk of homelessness. STRA was created in 2006 to unify the short term rental assistance programs that were previously operated separately by Multnomah County, the cities of Portland and Gresham, and Home Forward. Now the four jurisdictions pool their money for the program, which is administered by Home Forward.

Funds are contracted to local agencies, which also are required to provide services to help families stabilize. In 2013, 18 non-profits and public agencies distributed $4 million in rental assistance to the homeless and near-homeless. To participate in the program, households must have incomes at or below 50 percent of the annual area median income, which was $34,700 for a family of four in 2012. Those who qualify are eligible for emergency hotel vouchers, rapid rehousing, and eviction prevention assistance.

The housing, in turn, provides stability and allows clients to get daycare, find jobs, and go to school. “Housing is the key to everything,” says Jenny Child, a case manager for service provider Independence Northwest who estimates that nearly two dozen of her clients have received rental assistance from the program. “Because you can’t do anything until you have a place to live. It’s the foundation for everything.”
The program’s goal is to ensure that at least 70 percent of families retain their housing for a year after their subsidy ends. From July 2006 through December 2011, 6,480 households received rent assistance for an average of three months. In 2013, 76 percent of participants were still housed 12 months after their assistance ended.

Local housing officials say the program has dramatically changed the way short term rental assistance is provided in the Portland area. Because STRA is administered by a single entity, instead of four, the distribution of funds is more efficient. Administrative costs have dropped significantly. And the agencies that provide assistance now have uniform goals, eligibility rules, and data collection requirements.
“Rent assistance is a flexible tool that can be used to tailor support for clients,” says Steve Rudman, Executive Director of Home Forward. “When we combine it with wrap-around services, families can stabilize much more quickly. And we end up spending less on rental assistance than in traditional programs.”
Short-term assistance won’t work for everyone. But focusing scarce resources on short-term subsidies, paired with services, provides help for more households over the long term. “When we opened up the Section 8 waiting list for the first time in years, we got 21,000 applications in the first week,” Rudman says. “We can maybe assist 3,000 in the next five years.” Through STRA, Home Forward and its partners can likely help another 6,500 households.

Rudman acknowledges that STRA doesn’t offer permanent affordability. But given the reality of limited resources, he believes that housing stability is an equally important metric. sH or T-TerM renT assisT an Ce PrograM
Home Forward
163
39 Retooling the Homeless Crisis Response System
In August 2012, after his second layoff, Andre Nabors
didn’t have a job or enough money to pay the rent. But, with guidance from Self Enhancement Inc., he was buoyed by
Home Forward’s STRA program, which paid for his apartment while he looked for a new job. Andre, a 53-year-old father of two sons, is now a bus driver with good pay and benefits. The rent assistance program gave him time to find work without worrying about whether he would be evicted. It also allowed him to remain a part of his community. “I’m still with my neighbors,” Andre says. “I’m still part of that building. We’re a little tight-knit apartment complex.”
In 2011, Jasmine1 escaped her abusive husband with an
infant, a toddler, and no safety net. She spoke limited English and had no family for support. “I was alone,”
she says, “without a job and with two daughters.” But
Jasmine was fortunate. When she sought help at Catholic Charities, the agency helped pay her rent for five months through Home Forward’s STRA program. This allowed
her to use her limited resources to pay for childcare and monthly bills while she secured stable employment,
started community college, and, ultimately, turned her
life around.
“What the rent assistance enabled me to do, it created
space for me to organize my life for myself and my
children,” she says. Jasmine and her daughters, who are now 4 and 2, didn’t require a long-term rent subsidy.

By June 2012, she had a job and began to focus on
career opportunities. She studied math and college-
level English and hopes to learn more about accounting.

Jasmine and her daughters live in a two-bedroom
apartment in Gresham, east of Portland.

Now she tells her friends about the STRA program. She
knows, first-hand, the difference it can make. “This help is very important for those of us who truly need it. It’s saved many of us.”
year individuals HouseHolds Housing reTenTion
2008-2009 Full Year Total 3,911 1,715 78%
2009-2010 Full Year Total 5,605 2,299 74%
2010-2011 Full Year Total 5,728 2,365 73%
2011-2012 Full Year Total 5,787 2,416 78%
2012-2013 Full Year Total 6,666 2,655 76%

STRA INDIVIDUALS AND HOUSEHOLDS SERVED BY YEAR
All STRA 12-Months Post-Assistance
1 Because she is a survivor of domestic violence, Jasmine is a pseudonym. 164
40 Retooling the Homeless Crisis Response System
OCHA rigorously
trained its team
members on
completing required
paperwork so that,
now, a 100,000
Homes OKC client
can go to the Housing
Authority with their
case manager in the
morning and walk out
with a voucher in
time to grab lunch.

In August 2012, the Oklahoma City Housing Authority (OCHA) joined a group of homeless service providers participating in a week-long boot camp in Kansas City to learn about the national 100,000 Homes Campaign. This national movement encourages the use of the Housing First model to move chronically homeless, medically vulnerable, unsheltered people directly into housing without preconditions. The Oklahoma City contingent included a major charitable foundation, as well as representatives from municipal government, a mental health and substance abuse provider, a homeless services provider, and the local Veterans Administration.

Oklahoma City spends $28 million annually on homelessness and the chronically homeless—almost all of which are incurred by nontraditional providers, such as the police, fire department, ambulance service, local hospitals and their emergency departments, and the county jail. Other communities that have implemented Housing First have drastically reduced their cost of chronic homelessness, some by as much as 70 percent.

The most critical step to implementing the 100,000 Homes program in a community is lining up the supply of housing and services. This was where OCHA’s leadership proved critical. Oklahoma City’s team of 35 government, faith-based, and non-profit agencies— collectively 100,000 Homes OKC—would provide the services the homeless would need to sustain housing, but for the program to work, a community has to be able to quickly take someone directly from the streets and put them into housing. OCHA pledged up to seven Housing Choice Vouchers per month from its turnover pool to the effort, and then the Housing Authority took the bold step of waiving all but the federally-mandated requirements to qualify for housing. Moreover, OCHA rigorously trained its team members on completing required paperwork so that, now, a 100,000 Homes OKC client can go to the Housing Authority with their case manager in the morning and walk out with a voucher in time to grab lunch.

Perhaps equally important to the success of the initiative was simply the “moral authority” that OCHA’s participation brought to the initiative. “Prior to 100,000 Homes, no agency in Oklahoma City was using the Housing First model, and many traditional providers felt strongly that it was destined to fail. To have the Housing Authority willing to roll the dice on the program in the face of not insignificant opposition not only enabled us to start the program but was key to recruiting the team we have now,” says OCHA Executive Director Mark Gillett.

The team began housing people immediately following the homelessness surveys in January 2013. As of July 31, 2013, 100,000 Homes OKC has housed 151 chronically homeless, medically vulnerable, previously unsheltered people. This represents 48 percent of Oklahoma City’s total chronic homeless population. Only two have fallen out of the program. While there aren’t valid cost data after only six months, anecdotally, the Oklahoma City experience appears to mirror the national trend of drastically reducing the cost of homelessness.
100,000 Ho Mes o KC
oklahoma City Housing
Authority
165
41 Retooling the Homeless Crisis Response System
Jeff Dillard, 44, was one of the first chronically homeless people housed under the 100,000 Homes program in Oklahoma City. Like Boopsie, the dog he took in from the streets, Jeff bears scars from the past. He has a mark on his shaved head from a brain injury suffered in a construction accident in Phoenix years ago. He also has a scar from when another homeless man attacked him with a knife after Jeff refused to hand over his cigarettes.

Being in a home—and being connected to services—has helped him focus on the future. “I couldn’t have told you before what day or month it was because my mind was more on where am I going to be tonight, what’s going to happen tomorrow?” Jeff says. “I was drinking a lot and was getting in trouble. Every day that was on my agenda—I had to drink, get drunk to forget about the way my life was,” he recalls. “You won’t find any liquor in here.”
Since entering housing and receiving supportive services, Jeff has reconnected with his family. “My family didn’t even matter to me,” Jeff recalls. “They weren’t helping me out unless it was my birthday. Now I understand why.” The goal now is to prove to his mother that he can stay housed. “I was aggravated. Now I know I’m lucky to have what I have,” he remarks, before turning to Boopsie, “Lucky to have friends.”
Aubrey Sutton, housed by 100,000 Homes OKC Randy, Janet, and their daughter Christa, housed by 100,000 Homes OKC
“I couldn’t have told
you before what day or
month it was because
my mind was on more
where am I going to be
tonight, what’s going to
happen tomorrow?”
– Jeff Dillard, housed under the
100,000 Homes Campaign in
Oklahoma City
166
42 Retooling the Homeless Crisis Response System
The National Coalition for Homeless Veterans (NCHV) is the resource and technical assistance center for a national network of community-based service providers and local, state and federal agencies that provide emergency and supportive housing, food, health services, job training and placement assistance, legal aid and case management support for hundreds of thousands of homeless veterans each year.

On a single night in January 2012, 62,619 veterans were homeless.

Homeless veterans represent 13 percent of the adult homeless population and are highly concentrated in urban areas of California, New York, Texas, and Florida. In 2009, President Obama committed his Administration to ending homelessness, with a focus on rapidly ending homelessness among veterans. The 2010 Federal Strategic Plan to Prevent and End Homelessness provided an outline for meeting this goal within five years. VA Secretary Shinseki has operationalized this plan, defining concrete strategies to end veteran homelessness by 2015.

Since 2009, the number of homeless veterans has declined by 17.2 percent. Efforts to strategically build up major homeless assistance programs, increase VA staffing to meet targeted needs, and improve local collaboration between service providers and government partners have contributed to this decline.

In a challenging fiscal climate, HUD, the VA, and the U.S. Department of Labor have maintained and expanded federal grant programs offering housing, supportive services, and employment assistance.

The VA has hired staff members at nearly every VA Medical Center or Regional Office to support Operation Iraqi Freedom and Operation Enduring Freedom (OIF/OEF) veterans, veterans with polytrauma, women veterans, and veterans in Grant and Per Diem (GPD) transitional or HUD-Veterans Affairs Supportive Housing (VASH) permanent supportive housing programs. National level data integration between HUD and the VA and local level coordinated planning initiatives mean that funding is better matched to local needs. These efforts continue to drive down homelessness numbers and are increasingly focused on the risk factors that precipitate homelessness for veterans.

Risk factors for veterans include those common among homeless populations, as well as those related more directly to military service.

Experiences before entering the military and demographics can significantly impact the risk of homelessness for veterans. Childhood abuse, involvement with the foster care system, or other episodes of trauma each increase the likelihood of experiencing homelessness later in life. Demographic factors, including being male, aged 40-64, and African American can also increase risk. Mental health diagnoses impact risk level; these include diagnosed schizophrenia, bipolar disorder, personality disorders, and alcohol or drug use disorders.

These factors can contribute to but do not fully predict homelessness, especially for special needs subsets within the homeless and at-risk veteran population.

A subset of the veteran population with a complicated but critically important risk profile is aging low-income veterans. Americans over 50 experience more rapid increases in homelessness than any other age bracket. From 2002 to 2008, the percentage of homeless veterans in the 45-60 age bracket increased at a faster rate than this same age group within the overall veteran population, showing that as veterans age, increased numbers of them experience homelessness. This trend is expected to continue, with the largest subset of homeless veterans predicted to be the 70-74 age bracket by 2020. The service providers assisting these veterans must address barriers related to homelessness as well as aging. For aging veterans, loss of a loved one and atrophied social support networks increase risk, especially for those who are low-income and have dementia, depression, cardiovascular disease, obesity, or diabetes.

OIF/OEF veterans represent a second distinct subset of veterans who are experiencing or are at risk of homelessness. A diagnosis of bipolar disorder, depression, or schizophrenia among this population increases homelessness risk by up to three times. Many are living in urban areas and have low incomes, which increases risk. This group of veterans, especially the 18-24 and 25-29 age cohorts, experience high and fluctuating unemployment that fosters income instability.

A third special needs subset, women veterans, are three times more likely than women non-veterans to experience homelessness.

This population may come from a larger group of unstably housed women veterans who more frequently enter and exit homelessness.

Certain factors can contribute to homelessness for this group, including unemployment; poor health; trauma; and diagnosed anxiety, depression, or other disabling conditions. For those with military sexual trauma (MST), including the 53 percent of homeless women veterans who report experiencing this trauma during their service, preventing homelessness and providing a pathway out of homelessness requires targeted treatment planning and trauma- informed care services.

Veterans of all ages and backgrounds have dedicated themselves to the protection of our safety and freedoms. It is imperative that we serve those who served by working to end and prevent veteran homelessness. reTooling Heal TH and sT aBiliTy
By Baylee Crone, Vice President, Operations and Programs VeterAn
HomeLessness
naTional CoaliTion For
Ho Meless veTerans
167
43 Retooling the Homeless Crisis Response System
DCHA partnered with other
local agencies and community
organizations to develop VASH
Plus, a rapid VASH housing
model that has dramatically
reduced client wait time from
application to voucher-issuance.

In just one day, the District of Columbia Housing Authority (DCHA) can find an eligible, homeless veteran a safe and comfortable place to call home—making it an award-winning national model that is studied by other housing authorities throughout the country.

The HUD-Veterans Affairs Supportive Housing (VASH) program combines Housing Choice Voucher (HCV) rental assistance with case management and clinical services provided by the VA at VA Medical Centers (VAMCs) and community-based outreach clinics. Homeless veterans in DC are screened by the VA and then referred to DCHA.

When the program was established in 2008, it could take up to six months from the point a homeless veteran was identified by the VA to the point where the veteran was able to secure a suitable dwelling utilizing their voucher. “We found many of the veterans were having trouble completing the required VASH paperwork,” says Ronald M. McCoy, Director of DCHA’s Housing Choice Voucher program. “We found they were not attending eligibility meetings and orientation briefings, and once a VASH voucher was issued, the veterans could not locate adequate housing on their own prior to their voucher time expiring.”
In response, DCHA partnered with other local agencies and community organizations to develop VASH Plus, a rapid VASH housing model that has dramatically reduced client wait time from application to voucher-issuance. Key to this success has been strategic collaboration and the effective use of technology and communication.

McCoy and his colleagues examined the VASH process and found ways to reduce administrative time, as well as ways to bring housing options to veterans instead of leaving them to find suitable housing on their own.

DCHA cross-trained the DC Department of Human Services (DHS) on applicant documentation processes, helping veterans to complete their paperwork prior to meeting with housing officials. DHS works in coordination with the VAMC to customize the delivery and scope of clinical and case management services, allowing both the ability to refer clients to DCHA’s VASH program.

The Housing Authority also partnered with the Community Partnership for the Prevention of Homelessness, an organization that manages DC’s Continuum of Care, and with DHS to conduct outreach with area landlords to create an inventory of units available to veterans. DCHA created a Landlord Advisory Committee, which now has 600 landlords representing thousands of rental units. DCHA routinely promotes VASH rentals with this group.
“Landlords with available units are now more receptive,” McCoy says. “That new relationship allowed us to ask landlords to lower their normal tenant screening criteria and/or security deposits to enable the veterans to be easily selected for tenancy. As a generous sign of support for the vets, some landlords waived security deposits altogether.”
In the District, the program pays an average of $936 per month toward a veteran’s rent. DCHA was able to expedite leasing rent negotiations by developing a unique way of determining and posting reasonable rents to landlords in all areas of the city, which are then posted on its website.

To facilitate coordination and data tracking, DCHA worked with DHS and the District’s Office of the Chief Technology Officer to develop customized computer software that all of the coordinating agencies can access. The system tracks veteran identification, unit approvals, and client files moving throughout the process, reducing the time required to transfer files back and forth through agencies. Rather than the traditional linear approach, the voucher approval and lease- up processes can progress simultaneously.

As of 2013, more than 800 veterans in DC have been housed successfully with VASH vouchers. In addition to housing the veterans, DCHA hosts a myriad of events throughout the year to connect them with additional employment, case management, and skills training.
vasH Plus
District of Columbia
Housing Authority
168
44 Retooling the Homeless Crisis Response System
Tricia Richardson served four and a half years in the Army, including one year in Iraq. During a military exercise, she sustained serious injuries that left her with five fractured bones in her face. After discharging from the Army, Tricia remained unemployed for three years, and she and her children lived out of her car for a year.

Their prospects changed when she learned about DCHA’s VASH program. The Housing Authority and its partners were able to get her family into housing and provide supportive services. Tricia and her three sons now live in an apartment in Northeast DC.

DCHA brings military veterans together with service agencies who offer employment, case management, and skills training. 169
45 Improving Health and Stability
170
Council of Large Public Housing Authorities
455 Massachusetts Ave, NW, Suite 425
Washington, DC 20001
202.638.1300 | www.clpha.org
CLPHA
The Council of Large Public Housing Authorities supports the nation’s largest and most innovative housing authorities by advocating for the resources they need to solve local housing challenges and create communities of opportunity.

CLPHA is a non-profit organization that works to preserve and improve public and affordable housing through advocacy, research, policy analysis, and public education.

CLPHA’s nearly 70 members represent virtually every major metropolitan area in the country. Together they manage almost half of the nation’s multi-billion dollar public housing stock; administer a quarter of the Housing Choice Voucher program; and operate a wide array of other housing programs.

Housing authorities are the cornerstone of affordable housing and community development. CLPHA:
• Advocates for adequate public and assisted housing funding and policies that support local management and accountability.
• Develops and analyzes policies impacting the affordable housing community. • Educates policymakers and the public about the critical role public housing and the voucher program play in meeting affordable housing needs. 171

UNITED STATES DEPARTMENT OF HOUSING AND URBAN
DEVELOPMENT’S ROLE IN ADDRESSING THE HOUSING CRISIS &

HOMELESSNESS

EMILIO RAMIREZ, DIRECTOR

HOUSING DEPARTMENT

CITY COUNCIL
OCTOBER 18, 2022
STARTING IN 1937
2 An act to provide financial assistance to the States and political subdivisions thereof for the elimination of unsafe and insanitary housing conditions, for the eradication of slums, for the provision of decent, safe, and sanitary dwellings for families of low income, and for the reduction of unemployment and the stimulation of business activity, to create a United States Housing Authority, and for other purposes
172
3 CHANGING WITH THE TIME
The Section 8 regulations expressly state that a public housing authority “may adopt a preference for admission of single persons who are age 62 or older, displaced, homeless, or persons with disabilities over other single persons” §982.207(b)(5)

VETERAN AFFAIRS SUPPORTIVE HOUSING
4 The VASH program combines Housing Choice Voucher rental assistance for homeless veterans with case management and clinical service support which is provided by the Veterans Affairs administration at its own medical centers and also in the community
173

MAINSTREAM
5 A Mainstream voucher is a type of rental assistance for families with an adult member age 18-61 who has a disability, and who is homeless, living in an institution such as a hospital or a nursing home, or at risk of being homelessness or institutionalized

EMERGENCY HOUSING VOUCHERS
6 Emergency Housing Vouchers are specifically designed for households who are: Homeless; At Risk of Homelessness; Fleeing or attempting to flee domestic violence, dating violence, sexual assault, stalking or human trafficking; Recently homeless and for whom providing rental assistance will prevent the family’s homelessness or having high risk of housing instability
174

FAMILY UNIFICATION VOUCHERS
7 Families who are in imminent danger of losing their children to foster care primarily due to housing problems
Families who are unable to regain custody of their children primarily due to housing problems
Youth who were in foster care any time after the age of 16 who are currently between the ages of 18-24 and are homeless or at risk of homelessness

PUBLIC HOUSING AUTHORITIES SERVING HOMELESSNESS
8 The idea that “home is where you hang your hat” is no cliché for James, 48, an Army veteran who was homeless for almost 15 years before one of San Diego Housing Commission’s Sponsor-Based Vouchers through Project 25 helped him get an apartment
175

THE OXNARD HOUSING AUTHORITY
9 In 2010, the Oxnard Housing Authority ventured into homeless services with its first allocation of VASH vouchers in service of homeless veterans Seven years ago the previous Housing Director engaged the Oxnard Housing Authority directly into the realm of homeless services with the creation of a homeless preference setting aside fifteen Section 8 vouchers

A POTENTIAL HOMELESS SERVICES PROGRAM
10 1.Housing navigation

2.Intake and eligibility support

3.Case Management

4.Training of homeless providers

5. Adopting a homeless preference

6. Project basing vouchers

7. Solicitation of special vouchers

8. Landlord engagement
176

RECOMMENDATION
11 That the City Council:

1. Receive a Report on the United States Department of Housing and Urban Development's Housing Choice Voucher Programs progression over time to respond to changing housing needs; and

2. Direct staff to prepare and present to the Oxnard Housing Authority Board of Commissioners a comprehensive proposal for adoption of a homeless services program including the continued solicitation of special purpose vouchers, future voucher project-based commitments and adoption of a local preference in support of homeless individuals. 177

CITY COUNCIL AGENDA REPORT

APPOINTMENT ITEMS (5:00 PM)
AGENDA ITEM NO. D.2

DATE: October 18, 2022

TO: Housing Authority

FROM: Emilio Ramirez, Housing Director, (805) 385-8094, [email protected]

SUBJECT: Public Housing Agency (PHA) Governance and Financial Management Training. (10/15/5)

RECOMMENDATION

That the Board of Commissioners of the Housing Authority of the City of Oxnard receive a presentation by William M.

Rhodes, Portfolio Management Specialist/UPCS/UPCS-V SME, for the United States Department of Housing and Urban Development on governance training, “Lead the Way” and “Whistleblower Protection”.

(This item did not originate in Committee.)

BACKGROUND

In order to preserve the viability of its programs and increase the number of families assisted, the Housing Authority of the City of Oxnard (OHA) needs to identify opportunities to leverage funds, diversify services offered, and transition its current public housing stock to a more sustainable platform and increase capacity. In June of 2020, the OHA launched the “Rethink and Renew” effort to identify, plan, and implement organizational changes that will meet these goals. As a starting point, the OHA submitted a request for technical assistance to the Office of Public Housing (Los Angeles Field Office). The request was approved and CVR and Associates Inc. was assigned as the consultant. CVR and Associates finalized its assessment on December 22, 2021 and provided an asset repositioning report with target focus areas and action items for the OHA, inclusive of implementation strategies, an evaluation of staffing levels and capacity.

A topic area recommended in the report includes governance training, including the Lead the Way and Whistleblower Protection training modules. Lead the Way is a free, online self-paced training designed primarily for public housing agency board members and commissioners. The training covers the history and context of public housing; roles and responsibilities of a public housing agency board and staff; and key components of public housing. In addition, Lead the Way helps enhance skills in the following aspects of governance and financial management: asset management; housing choice voucher program (Section 8); budgets; ethics; assessing a public housing agency; and getting to knowing a public housing agency.

Lead the Way consists of video vignettes, audio case studies, interactive worksheets and online quizzes to reinforce learning using real public housing agency staff and settings. Lead the way can be completed on a computer, tablet, or smartphone. The training can be accessed online https://www.hudexchange.info/trainings/courses/lead-the-way-pha- governance-and-financial-management/

DISCUSSION

Lead the Way is an educational curriculum developed by the United States Department of Housing and Urban Development (HUD) for the benefit of housing authority board members and executive staff. The purpose of the training is to not only enhance public housing knowledge, but to also empower local housing leaders with the resources, knowledge, technical support, best practices, and tools that will enable leaders to better serve the community. 178

Another key element of the training is clarification of the executive director’s role and the board of commissioners. The commissioner’s role is governance-establishing policy and ensuring oversight. The executive director’s role is management and serves as a bridge between the board, HUD, staff, residents, and community. The board delegates the authority and day-to-day responsibility for the overall operations of the housing authority to its executive staff. The board of commissions is the legally and financially responsible governing body of the housing authority. In the state of California, state code 34271 establishes the board of commissioners for a housing authority. Boards must include resident commissioners, which are individuals who are residents of public housing-elected to the board through open election (Quality Housing and Work Responsibility Act of 1998). The California Housing Authority Law further requires at least five commissioners, two commissioners who are tenants of the authority, and one such tenant commissioner shall be over the age of 62 years of age.

In addition to attending board meetings and being familiar with the OHA’s strategic plan, programs, financials, and properties, board members are vital in providing:

Leadership- Board members are champions of the mission of the OHA, serve as civic trustees, and must make strategic decisions to ensure the financial solvency of the agency. The board has the ultimate authority and accountability of the OHA.

Compliance and Oversight-Includes monitoring of the OHA’s ability to meet statutory, regulatory and contractual obligations and ensuring a system of approved internal controls is in place to safeguard assets.

Financial Oversight -The financial integrity of the OHA, preventing fraud, waste, mismanagement and abuse.

Specifically, approving budgets, reviewing expenditures, oversight of annual audit process, and monthly financial reviews.

Operational Oversight-the Board is responsible to ensure ethical, legal and effective performance by: staying informed of subsidized housing industry rules and regulations, review of personnel policy for separation of duties to maintain adequate internal controls, know the procurement policy, and follow up on public audit deficiencies.

Whistleblower Protection Act (WPA)- A resource for the Board to effectively fulfill its fiduciary obligations, is the whistleblower protection policy. The State of California encourages employees to notify an appropriate government or law enforcement agency, person with authority over the employee, or another employee with authority to investigate, discover, or correct the violation or noncompliance, and to provide information to and testify before a public body conducting an investigation, hearing or inquiry, when they have reason to believe their employer is violating a state or federal statute, or violating or not complying with a local, state or federal rule or regulation.

The WPA was established to ensure that employees and applicants who disclose allegations of serious wrongdoing, violation of any rule, law, regulation, abuse of authority, substantial and specific danger of public health or safety, or gross mismanagement are free from fear of reprisal for their disclosure. The Act provides remedies if an employee is subjected to reprisal and penalties for supervisors who retaliate against whistleblowers.

Pursuant to California Labor Code Section 1102.5, employees are the protected class of individuals. “Employee” means any person employed by an employer, private or public, including, but not limited to, individuals employed by the state or any subdivision thereof, any county, city, city and county, including any charter city or county, and any school district, community college district, municipal or public corporation, political subdivision, or the University of California.

Completion of the “Lead the Way” training by each Public Housing Agency (PHA) board member and executive staff individually will have an impact in the PHA’s overall annual performance, which in turn impacts the PHAs programs.

STRATEGIC PRIORITIES

This agenda item supports the Quality of Life strategy. The purpose of the Quality of Life strategy is to restore and increase quality services and programs that enrich Oxnard's diverse community, promotes safe neighborhoods, encourages community engagement, and supports our residents in their efforts to improve their quality of life.

179

FINANCIAL IMPACT

No impact on the City’s General Fund.

COMMITTEE OUTCOME

This item did not originate in Committee.

Prepared by: Emilio Ramirez, Housing Director

ATTACHMENTS

1. PowerPoint Presentation
180
Lead the Way:

PHA Governance and Financial Management
A Training for Board Members
181
•Executive Director contacted HUD requesting technical assistance. •HUD field office (LAOPH) drafted request for TA
•CVR & Associates selected TA provider for the purpose
of repositioning from public housing to Section 8
•CVR final report recommended 5 topic areas to focus on •Governance and Whistle Blower Protection
•LAOPH contacted PHA for action items
•LAOPH to provide Governance training – HUD Lead The Way 182
Lead the Way is a free, online self-paced training designed primarily for public housing agency (PHA) board
members/commissioners.

New and experienced board members alike can benefit from the curriculum. CEOs, CFOs, finance teams, program managers can use the tool to hone their skills and improve PHA operations. 183
The first three sections cover PHA foundations:
•Fundamentals of Oversight presents the history and context of public housing.
•Roles and Responsibilities addresses PHA board and staff functions. •Public Housing Basics outlines key components of public housing.

Lead the Way then helps enhance skills in six key aspects of PHA governance and financial management:

Asset Management Housing Choice V oucher Program Budgets Ethics Assessing Your PHA Know Your PHA 184
https://www.hudexchange.info/trainings/courses/lead-the-way-pha-governance-and-financial-management/ •Access the Training, Get Credit, and Provide Feedback
•Access the Training

1. Click Go to Training.

2. PHA Staff creates accounts for board members.

3. You will be prompted to either create or log into your HUD Exchange Learn account.

1. If you need to create an account, Click Create an Account.

2. Fill out the form, and click the Create Account button.

4. Your account has been created. You will receive a confirmation email.

5. After creating an account or logging in, the training will launch in a new window. Make sure your pop-up blockers are turned off.
185
Learning Objectives
•Describe the role and functions of the board
•Discuss what boards should know, including the history of an agency, mission, developments and property, regulations and policies, and more.
•List the individual roles that make up the board of commissioners •Summarize the relationship between commissioners and executive directors 186
Roles and Responsibilities
Role of the Board
The board of commissioners is the legally and financially responsible governing body of a public housing agency (PHA). The power of the board is vested in all members as a body, not individuals — so it is important that all members understand their roles and responsibilities on the board.

As a commissioner, you are charged with the governance of your local agency. You provide oversight of the PHA, which includes a fiduciary obligation to ensure that the agency remains financially viable. In this section, you’ll learn more about who makes up a board, what members should know in order to provide effective financial management and oversight, and the responsibilities of each member. You’ll also learn about the roles and responsibilities of the other key players in public housing, including the executive directors and other staff, HUD, residents, and the community.
187
Roles and Responsibilities
Role of the Board
Leadership
Through your leadership as a commissioner, the PHA can create a positive impact in the community. Your responsibility is to set and champion the mission of the PHA and to make strategic decisions to ensure the financial solvency of the agency —the board has the ultimate authority and accountability of the PHA.

The board is also a civic trustee and must adhere to the community’s values. Community perception is also important — avoid negative press and headlines by approving prudent policies for your PHA. If the community has a negative perception of the PHA, it may ultimately harm your agency and the families it serves. Leadership also means speaking up when you have concerns and not just approving what is proposed at meetings. Not taking an active role is a poor excuse for allowing faulty housing policies to be approved and implemented 188
Roles and Responsibilities
Role of the Board
Compliance Oversight
Your oversight responsibilities include monitoring the agency’s ability to meet statutory, regulatory, and contractual obligations. The board must ensure that the agency is in compliance with laws and regulations, meeting their obligations on any audit recommendations. It must also ensure that the management team has put a system of approved internal controls in place to safeguard the agency’s assets 189
Roles and Responsibilities
Role of the Board
Financial Oversight
You are responsible for safeguarding the financial integrity of the PHA and preventing fraud, waste, mismanagement, and abuse. The financial health of the PHA is in the board’s hands. Commissioners have the following responsibilities:
•Approving, reviewing, and monitoring budgets, contracts, and other financial documents •The executive director draws up the budget for your review and approval •Ensuring expenditures are in compliance with Federal, State, and local laws •Conducting monthly reviews of budgets with actual expenses and revenues to ensure that expenditures do not exceed revenue
•Overseeing the annual audit process and reviewing the audit with the executive director •Making decisions that reflect corrective action as it pertains to any issues and/or problems that were raised in the annual audit
190
Roles and Responsibilities
Role of the Board
Operational Oversight
Your responsibility is to ensure ethical, legal, and effective work performance. The following strategies will help you uphold this responsibility:
•Keep informed of subsidized housing industry rules and regulations •Review personnel policy and position descriptions to ensure duties are separated to the point that adequate internal controls are maintained
•Review independent public audits for problems
•Be knowledgeable about your Procurement Policy
•Ensure that the board reviews and approves large procurements 191
Roles and Responsibilities
Role of the Board
Board Proceedings/Board Conduct
Attend and actively participate in all board meetings. Conducting and maintaining an accurate record of board proceedings is one of your key responsibilities as a commissioner. 192
Roles and Responsibilities
Role of the Board
What Should Boards Know?
Knowledge is power. Be informed about your PHA. Board members should be familiar with all governing documents, policies, and financial reports. Board members should also set aside time to periodically meet with all executive staff members to better understand their role and to establish a positive working relationship.

It is also important to visit properties within the agency. Specifically, commissioners should know and review the following items:
•The agency’s history, mission, vision, values, programs, financials, and current strategic plan •Roles and responsibilities of the board and individuals •Key staff roles in the programs of the agency
•Agency-owned developments and properties
•Agency records and documents
•Board and committee meeting processes, including open meeting requirements and confidentiality •Agency-printed materials
193
Roles and Responsibilities
Role of the Board
PHA Roles
Who Makes Up Boards of Commissioners?
Upon assuming their office, commissioners take an oath to agree to uphold the constitution and the laws pertaining to the agency. Acceptance of an appointment as a commissioner is an agreement to meet the leadership responsibilities implicit in the office of commissioner and to give the time and energy required to carry out the demands made on a commissioner. You may be asked by your appointing official to participate in the recruitment and selection process for additional board members. Consider candidates that possess the recommended skills and experiences listed below:

Recommended Skills of a Commissioner:
•Administration (financial, reporting, legal)
•Outreach and marketing (speakers, media contacts)
•Service provision (service experts, training contacts) Recommended Experience of a Commissioner:
•Past service to other agencies in the public, private, and nonprofit sectors •Known positive reputation
•Community connection
194
Roles and Responsibilities
In California, the state code at §34271 establishes the board of commissioners for a housing authority
•Powers and authority of the PHA
•Purpose and responsibilities of the PHA
•Board member qualifications
•Appointments to, and removal from, the board; terms of office •Other PHA requirements
195
Roles and Responsibilities
Role of Resident Commissioners
Each state has its own laws guiding the make-up of public housing boards of commissioners. Boards must have resident commissioners — individuals who are residents of public housing — elected to the board through open election. Resident commissioners not only bring their unique skills and assets to their role, but they also bring their perspective of living in public housing, and hearing the concerns of their fellow residents.

Quality Housing and Work Responsibility Act (QHWRA) of 1998:

Established the requirement for a resident appointment to the governing board of PHAs.

California Housing Authority Law
 At least five commissioners
 Two commissioners who are tenants of the authority
 One such tenant commissioner shall be over 62 years of age if the authority has tenants of such age. 196
Roles and Responsibilities
Role of Executive Director
The commissioners’ role is governance — establishing policy and ensuring oversight. The executive director’s role is management.

Commissioners and executive directors need to be cognizant of one another’s roles without overstepping or undermining the other. The executive director is the bridge between the board, HUD, PHA staff, residents, and the community. The board delegates the authority and day-to- day responsibility for the overall operations of the housing authority to its executive staff. All documentation from the PHA staff, residents, HUD, and other stakeholders goes to the executive director. 197
Specifically, the executive director has the following responsibilities:
 Disseminates information to the board and keeps commissioners informed of any problems (e.g., audit concerns, major resident issues, financial status, changes in law)
 Maintains decent, safe, and sanitary units and resident programs  Develops, implements, and oversees the operating budgets and handles all fiscal functions for the board of commissioners  Ensures compliance with all Federal laws, HUD guidelines (regulations, handbooks, notices, circulars, etc.)  Signs all financial reports, contracts, and other official correspondence submitted to the board, HUD, or other appropriate agencies  Manages the day-to-day operations of the PHA
 Hires, evaluates, trains, and terminates staff
 Executes board-approved policies
198
Roles and Responsibilities
Role of other Executive Staff
The executive team at a PHA includes more than the executive director or chief executive officer. Depending on the size of the agency, there may also be a chief operations officer, chief financial officer, director of housing operations, maintenance manager, manager of community development, director of communications, administrator of planning and sustainability, voucher program manager, and other equivalent staff.

These staff members are hired by the executive director and are concerned with the day-to-day management. As a commissioner, get to know these staff members — they can be important resources for your understanding of the PHA.
199
Roles and Responsibilities
Role of Residents
The most important voice in public housing is that of the residents. All PHAs must have a Resident Advisory Board (RAB) that consults on the agency’s Annual and 5-Year Plans and other topics as they arise. PHAs may also have Resident Action Committees (RACs) or resident councils — organizations established by residents and completely independent of owners, management, and their representatives. These groups, along with your resident commissioner(s), can provide an important perspective on the most pressing issues facing the community of residents. You should also get out, walk around these communities, and get to know the people you serve.
200
Roles and Responsibilities
Role of HUD
HUD interprets the laws handed down by Congress, developing regulations to guide PHAs. These regulations are distilled in the Annual Contributions Contract, a legally binding contract between HUD and the PHA. It is through the ACC that the PHA and HUD set the terms for their Federal funds.

HUD is a resource for PHAs. HUD guidebooks, notices, and handbooks are important tools to guide your oversight. They are also available through the HUD Field Office, Regional Office, and Headquarters. If you’re looking for HUD clarification or assistance on an issue, speak with your executive director first, as the PHA staff may already know the answer or may be able to help you find it. 201
•The Whistleblower Protection Act (WPA) (5 USC § 2302(b)(8)) was established to ensure that employees and applicants who disclose allegations of serious wrongdoing or gross mismanagement are free from fear of reprisal for their disclosures.
•The WPA also provides remedies if an employee is subjected to reprisal for covered disclosures, and provides penalties for supervisors who retaliate against Whistleblowers.

WHISTLEBLOWER PROTECTION ACT
https://www.hudoig.gov/fraud/whistleblower-rights/federal-employee-applicant-protections 202
A disclosure is protected under the WPA if the employee discloses information the employee reasonably believes to be true, in the following areas:
•a violation of any law, rule, or regulation,
•mismanagement,
•a gross waste of funds,
•an abuse of authority, or
•a substantial and specific danger to public health or safety.

WHISTLEBLOWER PROTECTION ACT
^ What Is A Protected Disclosure?
203
•It is the public policy of the State of California to encourage employees to notify an appropriate government or law enforcement agency, person with authority over the employee, or another employee with authority to investigate, discover, or correct the violation or noncompliance, and to provide information to and testify before a public body conducting an investigation, hearing or inquiry, when they have reason to believe their employer is violating a state or federal statute, or violating or not complying with a local, state or federal rule or regulation.

WHISTLEBLOWER PROTECTION ACT
^ Whistleblowers Are Protected
https://www.dir.ca.gov/dlse/whistleblowersnotice.pdf
204
•Pursuant to California Labor Code Section 1102.5, employees are the protected class of individuals. “Employee” means any person employed by an employer, private or public, including, but not limited to, individuals employed by the state or any subdivision thereof, any county, city, city and county, including any charter city or county, and any school district, community college district, municipal or public corporation, political subdivision, or the University of California. [California Labor Code Section 1106]

WHISTLEBLOWER PROTECTION ACT
^ Who Is Protected
205
•A “whistleblower” is an employee who discloses information to a government or law enforcement agency, person with authority over the employee, or to another employee with authority to investigate, discover, or correct the violation or noncompliance, or who provides information to or testifies before a public body conducting an investigation, hearing or inquiry, where the employee has reasonable cause to believe that the information discloses:
•1. A violation of a state or federal statute,
•2. A violation or noncompliance with a local, state or federal rule or regulation, or •3. With reference to employee safety or health, unsafe working conditions or work practices in the employee’s employment or place of employment. A whistleblower can also be an employee who refuses to participate in an activity that would result in a violation of a state or federal statute, or a violation of or noncompliance with a local, state or federal rule or regulation.

WHISTLEBLOWER PROTECTION ACT
^ What Is A Whistleblower
206
•1. An employer may not make, adopt, or enforce any rule, regulation, or policy preventing an employee from being a whistleblower.
•2. An employer may not retaliate against an employee who is a whistleblower. •3. An employer may not retaliate against an employee for refusing to participate in an activity that would result in a violation of a state or federal statute, or a violation or noncompliance with a state or federal rule or regulation.
•4. An employer may not retaliate against an employee for having exercised his or her rights as a whistleblower in any former employment.
•Under California Labor Code Section 1102.5, if an employer retaliates against a whistleblower, the employer may be required to reinstate the employee’s employment and work benefits, pay lost wages, and take other steps necessary to comply with the law.

WHISTLEBLOWER PROTECTION ACT
^ Whistleblower Protections
207
•How to report improper acts If you have information regarding possible violations of state or federal statutes, rules, or regulations, or violations of fiduciary responsibility by a corporation or limited liability company to its shareholders, investors, or employees, call the California State Attorney General’s Whistleblower Hotline at 1-800-952-5225. The Attorney General will refer your call to the appropriate government authority for review and possible investigation.

WHISTLEBLOWER PROTECTION ACT
^ Reporting
208

CITY COUNCIL AGENDA REPORT

INFORMATION/CONSENT AGENDA
AGENDA ITEM NO. K.1

DATE: October 18, 2022

TO: City Council

FROM: Rose Chaparro, City Clerk, (805) 385-7805, [email protected]

SUBJECT: Approval of Minutes.

RECOMMENDATION

That the City Council approve the minutes of the September 6, 2022 regular meeting as presented.

BACKGROUND

Approval of Minutes.

STRATEGIC PRIORITIES

This agenda item is a routine operational item or does not relate to the five strategic priorities adopted by City Council on March 16, 2021.

FINANCIAL IMPACT

There is no financial impact.

COMMITTEE OUTCOME

This item did not originate in Committee.

Prepared by: Rose Chaparro, City Clerk

ATTACHMENTS

1. MINUTES 09 06 2022 CC Regular Meeting
209

MINUTES

OXNARD CITY COUNCIL
Regular Meeting
September 6, 2022

A. ROLL CALL, POSTING OF AGENDA
At 4:31 p.m., Mayor John C. Zaragoza called to order the regular meeting of the Oxnard City Council (concurrently with the Oxnard Housing Authority), in the City Hall Council Chambers at 305 W. Third Street, Oxnard, California. The City Clerk called the roll and announced the posting of the agenda Councilmembers Bert E. Perello, Gabriel (Gabe) Teran, Mayor Pro Tem Bryan A. MacDonald, and Mayor John C. Zaragoza were present.

Housing Authority Commissioner Jose Andrade and Commissioner Francisco Vega were absent.

Councilmember Gabriela Basua arrived at 4:36 p.m. Councilmembers Vianey Lopez and Oscar Madrigal joined the meeting at 4:40 p.m.

Staff members present in person were Alexander Nguyen, City Manager; Ashley Golden, Assistant City Manager; Shiri Klima, Deputy City Manager; Stephen M. Fischer, City Attorney; Kenneth Rozell, Chief Assistant City Attorney; Michelle (Elle) McCarron, Assistant City Attorney; Jason Benites, Police Chief; Delia Campbell, Police Finance Manager; Michael Wolfe, Public Works Director; Steve Howlett, Assistant Public Works Director; Joseph Marcinko, Assistant Public Works Director; Kumar Neppalli, Traffic Operations Engineer ; Vyto Adomaitis, Community Development Director; Kathleen Mallory, Planning & Sustainability Manager; Emilio Ramirez, Housing Director; Terrel Harrison, Cultural & Community Services Director and Rose Chaparro, City Clerk.

Staff member Alexander Hamilton, Fire C hief and Brian Yanez, Assistant Public Works Director participated via videoconference.

Consultants with ELS Architecture and Urban Design Clarence D. Mamuyac, Jr., FAIA President/CEO (attended in person) and Dana Vollmer-Grant, AIA, WELL AP, CSM as well as Craig Hill, Managing Principal at NHA Advisors participated via videoconference.

THE FOLLOWING LEGISLATIVE BODIES ARE MEETING: City Council and Housing Authority.

B. PUBLIC COMMENTS ON CLOSED SESSION ITEMS (None received.)

C. CLOSED SESSION (4:30 PM)

1. CONFERENCE WITH REAL PROPERTY NEGOTIATORS – (Government Code section 54956.8) Property: 300 West Fifth Street (APN 202-0-103-245)
Agency Negotiator: Emilio Ramirez, Housing Director; Ashley Golden, Assistant City Manager; Alex Nguyen, City Manager;
Negotiating Party: Guy Hamilton
Under Negotiation: Price and terms of payment
Legislative Body: City Council

At 4:35 p.m., the City Council recessed to a closed session. At 5:19 p.m., the City Council reconvened in open session in the Council Chambers. The City Attorney announced that City Council provided direction to the real-estate negotiators.
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September 6, 2022 OXNARD CITY COUNCIL PAGE 2

D. APPOINTMENT ITEMS (5:15 PM)

1. City Manager Department
SUBJECT: Presentation by Ventura County Director of Airports Regarding Oxnard Airport. (15/15/10)
RECOMMENDATION: That the City Council receive a verbal report from the Ventura County Director of Airports regarding Oxnard Airport.

Legislative Body: City Council
Keith Freitas, A.A.E., C.A.E., Dire ctor of Airports and Dave Nafie, CM, AICP, Deputy Director, with the Ventura County Department of Airports (Oxnard & Camarillo), presented to Council, provided an overview of the airport operations , and answered questions. Public comments were received fro m Barbara Macri -Ortiz, Steve Tannehill, Alan Glen, Doug Tauber, Don Singer, Rob Harry, Barb Filking, Jon George, Warren Titremier, Doug Paris, Valerie Paris, Ben Di Benedetto, Rita Wyngarden, Susan Tatum, Joni Conterno, Walter Hagedohm, Nanette Meister, Austin Priester, Doug Partello, Eduardo Huerta, Joe Gosling, Steve Stack and Jennifer Slyhart.

E. OPENING CEREMONIES (6:00 PM)

The flag salute was followed by a moment of silence in memory of Supervisor Carmen Ramirez, Chair of the Ventura County Board of Supervisors and James “Jay ” Francis Duncan III, Public Works Administration, 21+ years of public service, who recently passed.

F. CEREMONIAL ITEMS

1. SUBJECT: Update by Oxnard-Ocotlan Sister Cities Committee Visitation.

Principal Of ficer Debra Cordes, Carol Flores -Beck, and other members of the Oxnard -Ocotlan Sister City Committee gave a presentation to City Council and provided an update regarding the activities being held by the committee, to promote opportunities for the residents of Oxnard to experience and explore other cultures through long-term partnerships, as well as collaborating with other organizations, both in the United States and in other countries, that have similar visions and goals. Councilmembers followed with remarks.

2. SUBJECT: Presentation of a Proclamation Designating the Week of September 17 - 23, 2022 as "Constitution Week."

Mayor Zaragoza read the proclamation and presented it to Marc D. Anderson, Member of the Ventura County Bar Association which made some remarks.

G. PUBLIC COMMENTS ON ITEMS NOT ON THE AGENDA
Public comments were received from Robert O’Riley , Chief of Staff (Supervisor Carmen Ramirez), Angel Garcia (Supervisor Carmen Ramirez), Steven Auclair ( Supervisor Carmen Ramirez), Bruce Dandy with the United Water Conservation District (water policy), Lawrence Stein ( clean public restrooms at city park s), Doug Partello ( homeless encampment, roads and streets need trash pick -up at Victoria Avenue to the Santa Clara River/street sweep er), Kevin White ( lot concerns due to annexation of Rio Urbana project ), Ariana Rivera (homeless, social services), and Steve Nash (Supervisor Carmen Ramirez). 211
September 6, 2022 OXNARD CITY COUNCIL PAGE 3

H. REPORT OF CITY MANAGER/EXECUTIVE DIRECTOR/SECRETARY
City Manager Nguyen pro vided an update from the Director of Emergency Services on the COVID -19 pandemic and the mobile vaccine clinics available throughout the community. An update on t he next round of Oxnard Employee Pipeline training classes available at Oxnard College which start on Monday, September 12, 2022. He also announced the EPA TASC (Technical Assistance Services for Communities (TASC) program meeting to discuss the Halaco Engineering Company Superfund Site in South Oxnard. At this meeting, the Superfund Process and the Site’s Remedial Investigation will be discussed.

1. City Manager Department SUBJECT: COVID-19 Update from Director of Emergency Services. (5/5/5)

RECOMMENDATION: That the City Council re-authorize remote teleconference meetings of the legislative bodies of the City of Oxnard in accordance with Assembly Bill 361 based on the following findings: (i) the current COVID-19 situation, particularly with its variants, is causing, and will continue to cause, imminent risks to the health and safety of persons within the City, including City Council members, City staff, appointed officials, and members of the public; (ii) state and local officials continue to impose or recommend measures to promote social distancing; and (iii) the Governor's COVID-19 State of Emergency is still in effect; and (iv) numerous public agencies throughout Ventura County are still operating in accordance with Assembly 361, for the reasons stated herein.

Alexander Nguyen, City Manager and Stephen M. Fischer, City Attorney presented and answered questions.

No public comments were received.

It was moved by Mayor Pro Tem MacDonald, seconded by Councilmember Perello, to approve the recommended action as presented. VOTE: Basua, Lopez, MacD onald, Madrigal, Perello , Teran, and
Zaragoza voted in favor; motion passed 7-0.

I. CITY COUNCIL/HOUSING AUTHORITY/SUCCESSOR AGENCY/FINANCING AUTHORITY

BUSINESS/COMMITTEE REPORTS

1. City Manager Department SUBJECT: Appointment of Members to Serve on the City's Citizen Advisory Groups (CAGs).

RECOMMENDATION: That the Mayor, with the approval of the City Council, make the following appointments:

1. To Senior Services Commission: Gloria Chinea (D3); and

2. To Planning Commission: Anna Marie Zielsdorf (D4).

Mayor Zaragoza and Mayor Pro Tem MacDonald introduced and presented the item. No public comments were received.

It was moved by Mayor Pro Tem MacDonald, seconded by Councilmember Basua, to approve the recommended action as presented. VOTE: Basua, Lopez, MacD onald, Madrigal, Perello, Teran, and
Zaragoza voted in favor; motion passed 7-0.

J. REVIEW OF INFORMATION/CONSENT AGENDA
Items L-1 through L-6 were discussed among the Council and staff. Consent item L.5 was pulled from 212
September 6, 2022 OXNARD CITY COUNCIL PAGE 4

the agenda.

K. PUBLIC COMMENTS ON INFORMATION/CONSENT AGENDA
Public comments were received from Lawrence Stein (L.6).

L. INFORMATION/CONSENT AGENDA

1. City Clerk Department SUBJECT: Approval of Minutes.

RECOMMENDATION:

That the City Council approve the minutes of the June 30, 2022 regular meeting as presented.

2. Public Works Department
SUBJECT: First Amendment to Agreement A-8192 for Custodial Services for the Oxnard Transit Center (OTC).

RECOMMENDATION:

That the City Council approve and authorize the Mayor to execute a First Amendment to Agreement A-8192 with PBC Commercial Cleaning Systems, Inc., to increase the not to exceed from $436,425 to $536,425, and approve the assignment and amend the company name to CCS Los Angeles Janitorial, Inc. (Public Works and Transportation Committee approved 3-0.)

3. Public Works Department

SUBJECT: Amendments to Agreements A-8344 and A-8346 with Garcia’s Landscaping Maintenance, Inc. and Agreement A-8345 with Mariposa Landscapes, Inc. for Landscape Maintenance Services within the City’s Medians and Parkways.

RECOMMENDATION:

That the City Council approve and authorize the Mayor to execute the:

1. First Amendment to Agreement A-8344 with Garcia’s Landscaping Maintenance, Inc. increasing the not to exceed amount from $1,900,000 to $2,415,000 in Region 1;

2. Second Amendment to Agreement A-8345 with Mariposa Landscapes, Inc. increasing the not to exceed amount from $2,125,000 to $2,535,000 in Region 2; and

3. First Amendment to Agreement A-8346 with Garcia’s Landscaping Maintenance, Inc. increasing the not to exceed amount from $2,000,0000 to $2,575,000 in Region 3. (Public Works and Transportation Committee approved 3-0.)

4. Public Works Department
SUBJECT: Agreement A-8483 with Mariposa Landscapes, Inc. for Basic Landscape Services for Citywide General Fund Parks.

RECOMMENDATION:

That the City Council approve Agreement A-8483 with Mariposa Landscapes, Inc. in the amount not to exceed $758,919 for a 22-month term ending June 30, 2024 for basic landscape services in the General Fund Parks. (The Public Works and Transportation Committee approved 3-0.)

5. Fire Department SUBJECT: Purchase Order with Stonewell Bodies For Upfitting Eight (8) Command Vehicles in the 213
September 6, 2022 OXNARD CITY COUNCIL PAGE 5

amount of $869,632.

RECOMMENDATION:

That the City Council:

1. Authorize the Mayor to execute a purchase order in the amount of $869,632 for the upfitting of eight (8) Battalion Chief Command vehicles by Stonewell Bodies; and

2. Adopt a resolution declaring the City's intent to be reimbursed for certain capital expenditures from the proceeds of indebtedness related to the purchase of eight (8) Battalion Chief Command vehicles. (Finance and Governance Committee approved 3-0.)

6. City Manager Department SUBJECT: 2023 Meeting Schedule for Legislative Bodies.

RECOMMENDATION:

That City Council, Community Development Commission Successor Agency, Financing Authority, and Housing Authority:

1. Select the final Committee date in the month of December; and

2. Adopt the proposed meeting dates for the calendar year 2023. (This item did not originate in Committee.)

Consent Items No. 1-4:

It was moved by Councilmember Perello, seconded by Council member Lopez, to approve the Information/Consent items as presented. VOTE: Basua, Lopez, MacDonald, Madrigal, Perello, Teran, and Zaragoza voted in favor; motion passed 7-0.

Consent Item No. 5:

This item was pulled from the agenda.

Consent Item No. 6:

After a brief discussion, Council made a motion to remove the December 21 and December 27 meetings from the 2023 Council and Committees meeting schedule.

It was moved by Councilmember Basua, seconded by Councilmember Madrigal , to approve the Information/Consent item as amended . VOTE: Basua, Lopez, MacD onald, Madrigal, Perello, Teran, and
Zaragoza voted in favor; motion passed 7-0. Commissioners Andrade and Vega were absent.

M. PUBLIC HEARINGS

1. Police Department
SUBJECT: Edward Byrne Memorial Justice Assistance Grant Program FY2022 Local JAG. (0/10/10)

RECOMMENDATION: That City Council conduct a public hearing and adopt Resolution #15,629:

1. Ratifying the prior execution and submission of an application for U.S. Department of Justice (DOJ) grant funds in the amount of $99,611 from the Edward Byrne Memorial Justice Assistance 214
September 6, 2022 OXNARD CITY COUNCIL PAGE 6

Grant (JAG) Program FY 2022 Local Solicitation with no matching fund requirement;

2. Authorizing the City Manager to execute a Memorandum of Understanding with the County of Ventura and the City of San Buenaventura designating the City of Oxnard as the lead agency and fiscal agent for the JAG;

3. Authorizing the City Manager or designee to execute grant agreements and appropriate funds upon notification of grant award;

4. Authorizing the Chief Financial Officer or designee to submit financial reports and grant claims and approve administrative budget appropriation for the use of JAG funds upon award; and

5. Authorizing the Chief of Police or designee to submit all program related progress or status reports.
(This item did not originate in Committee.)
The City Clerk stated that no written communications were received. Jason Benites, Police Chief, presented and answered questions.

Mayor Zaragoza opened the public testimony portion of the public hearing. No public comments were received.

Without objection, the Council approved closing the public testimony portion of the public hearing.

Discussion ensued among the Council and staff.

It was moved by Mayor Pro Tem MacDonald, seconded by Councilmember Perello, to approve the recommended action as presented. VOTE: Basua, Lopez, MacD onald, Madrigal, Perello, Teran, and
Zaragoza voted in favor; motion passed 7-0.

2. Housing Department SUBJECT: Family Self-Sufficiency Action Plan. (0/5/5)

RECOMMENDATION: That the Board of Commissioners:

1. Hold a public hearing to receive comments concerning the Oxnard Housing Authorit y Family Self-Sufficiency Action Plan; and

2. Adopt
Resolution # H.A. 1334 approving the Oxnard Housing Authority Family Self - Sufficiency Action Plan and authorizing the Housing Director to execute and submit all reports and documents required to comply with federal policies and procedures regarding the Family Self- Sufficiency Action Plan.
(This item did not originate in Committee.)

The City Clerk announced the affidavit of publication and stated that no written communications were received.

Emilio Ramirez, Housing Director, presented and answered questions.

Mayor Zaragoza opened the public testimony portion of the public hearing. No public comments were
received.
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September 6, 2022 OXNARD CITY COUNCIL PAGE 7

Without objection, the Council approved closing the public testimony portion of the public hearing.

Discussion ensued among the Council and staff.

It was moved by Councilmember Lopez, seconded by Councilmember Teran, to approve the recommended action as presented. VOTE: Basua, Lopez, MacD onald, Madrigal, Perello, Teran, and Zara goza voted in favor; motion passed 7-0. Commissioners Andrade and Vega were absent.

At 9:58 p.m., City Council voted to continue the meeting past 10:00 p.m., and take action on the remainder of the items on the agenda.

It was moved by Councilmember Teran, seconded by Councilmember Basua, to approve the recommended action as presented. VOTE: Basua, Lopez, MacDonald, Madrigal, Perello, Teran, and Zaragoza voted in favor; motion passed 7-0.

N. REPORTS

1. Finance Department

SUBJECT: Authorize Execution and Delivery of Schedule of Property to the Banc of America Master Equipment Lease/Purchase Agreement A-7667 for the Financing, and Leasing of Certain Equipment. (10/5/5)

RECOMMENDATION: That the City Council:

1. Adopt
a resolution approving and authorizing the execution of Equipment Schedule No. 26 to Agreement A-7667 Master Equipment Lease/Purchase Agreement with Banc of America Public Capital Corp. in an amount not to exceed $1.4 million to reimburse the City for the purchase of eight Fire Battalion Chief vehicle chassis and provide financing for the upfitting cost of the eight chassis, authorizing the execution and delivery of other documents required in connection therewith, and authorizing the taking of all other actions necessary to the consummation of the transactions contemplated by the resolution; and

2. Approve the additional proceeds of $366,000 to 8 Command Vehicles Project 222202, for the total costs of $1,326,000 of acquisition and upfitting costs of the eight chassis. (Finance and Governance Committee approved 3-0.)
Presentation will be live upon Consultant's request.

This item was pulled from the meeting agenda. Public comments were received from Lawrence Stein.

2. Public Works Department

SUBJECT: Grant Resolution #15,630 for Caltrans Highway Safety Improvement Program, U.S.

Department of Transportation Reconnecting Communities Planning Grant Projects, and Ventura County Transportation Commission Call for Projects. (0/5/5)

RECOMMENDATION: That the City Council adopt Resolution #15,630 authorizing the City Manager to submit grant applications and execute grant agreements, if awarded, for the Highway Safety Improvement Program for an amount not to exceed $20,000,000 for two grants, Reconnecting Communities Pilot Program for an amount not to exceed $2,000,000, and Ventura County Transportation Commission Call for Projects for an amount not to exceed $5,000,000, and authorizing the Finance Director to submit financial reports and claims for the use of the grant 216
September 6, 2022 OXNARD CITY COUNCIL PAGE 8

funds, and authorizing the Public Works Director or designee to submit non-financial reports. (This item did not originate in Committee.)

Michael Wolfe, Public Works Director , presented and answered questions. No public comments w ere received. Discussion ensued among the Council and staff.

It was moved by Councilmember Perello , seconded by Mayor Pro Tem MacDonald, to approve the recommended action as presented. VOTE: Basua, Lopez, MacD onald, Madrigal, Perello, Teran, and Zaragoza voted in favor; motion passed 7-0.

3. Cultural & Community Services Department SUBJECT: Approve the Conceptual Design for South Oxnard Aquatics Center. (15/10/10)

RECOMMENDATION: That the City Council approve the conceptual design, Recommended Option, for the South Oxnard Aquatics Center Improvement Project (Project No. 225502). The Aquatics Center will be located within College Park.

(This item did not originate in Committee as this is a capital improvement project specifically listed in the Capital Improvement Program budget, which was previously approved by the City Council.)

Presentation will be live upon consultant’s request.

Ashley Golden, Assistant City Manager provided Council an update regarding the increased costs for this project and introduced Clarence D. Mamuyac, Jr., FAIA President/CEO and Dana Vollmer -Grant, AIA, WELL AP, CSM at ELS Architecture and Urban Design which presented and answered questions. Public comments were received from Molly McCarthy, David M. Vanderberg, Cori Raffaelli, Mike Giles, Doug Partello, Angela Whitecomb, Lawrence Stein, and Miguel Fernandez. Discussion ensued among the Council and staff.

It was moved by Mayor Pro Tem MacDonald, seconded by Councilmember Perello, to approve the recommended action as presented. VOTE: Basua, Lopez, MacDonald, Madrigal, Teran, and Zaragoza voted
in favor; Perello voted against; motion passed 6-1.

O. ADJOURNMENT
There being no further business on the agenda, and without objection, Mayor Zaragoza adjourned the meeting at 11:42 p.m.

ROSE CHAPARRO JOHN C. ZARAGOZA
City Clerk Mayor

217

CITY COUNCIL AGENDA REPORT

INFORMATION/CONSENT AGENDA
AGENDA ITEM NO. K.2

DATE: October 18, 2022

TO: City Council

FROM: Michael Wolfe, Public Works Director, (805) 385-8055, [email protected]

SUBJECT: First Amendment to Professional Services Agreement A-8303 with Kennedy Jenks Consultants for the Central Trunk Sewer Main Replacement Project PW 21-27.

RECOMMENDATION

That the City Council approve and authorize the Mayor to execute a First Amendment to Professional Services Agreement A-8303 with Kennedy Jenks Consultants in the amount of $317,104 for a new not to exceed contract amount of $676,998 for additional design work required for the Central Trunk Sewer Main Replacement Project PW 21-27 (Project No. 206602).

This item did not originate in Committee as this is a capital improvement project specifically listed in the City's Capital Improvement Program budget, which was previously approved by the City Council.

BACKGROUND

On March 16, 2021, the City Council approved Agreement A-8303 with Kennedy Jenks Consultants (Kennedy Jenks), in the amount of $359,894 for design services for the Central Trunk Sewer Main Replacement Project. The initial scope of work included:
 Development of a Preliminary Design Report (PDR) outlining options for rerouting part of the Central Trunk Sewer underneath the Union Pacific Railroad (UPRR)
 Development of design drawings and specifications
 Bid phase services
 Construction phase services
 Development of as-built drawings for City records

Capital Improvement Program (CIP) Reference:

Project No. 206602 - UPRR Central Trunk Sewer Main Replacement Project - CIP 2022-2027 - Adopted May 3, 2022 –

DISCUSSION

As part of the original scope of work Kennedy Jenks developed a PDR that included a basis for design, alignment options, life cycle costs, and a preliminary construction cost estimate. Three workshops were held with the Wastewater Division, Public Works Engineering, and Kennedy Jenks. Through the PDR process, additional design parameters were identified as follows:
218
 In order to meet UPRR design requirements and maintain a gravity pipeline along the same alignment over 40,000 feet of pipeline would need to be constructed.
 Diverting flow to adjacent trunk sewers would result in surcharging in the near future.  Diverting flow to adjacent trunk sewers would not eliminate the compliance issues with the sewer main currently located under the UPRR tracks.

Based on the cost benefit analysis, a sewer lift station was determined to be the most efficient and cost effective solution, differentiating from the original scope of work of a gravity sewer main design. Included in the revised scope of work is diverting the Desalter brine to existing gravity sewers and away from the proposed lift station. By diverting the brine the mechanical and electrical equipment within the lift station will not be subjected to the high salt concentrated brine.

The design and construction of a sewer lift station will conform with UPRR design standards and reduce the liability associated with the existing shallow sewer. In addition, the lift station will eliminate the need for Wastewater Collections staff to be onsite during rain events to continually monitor depth of flow and bypass pumping.

The proposal was reviewed by the Wastewater Division Manager, the Project Manager, and the Supervising Civil Engineer.

STRATEGIC PRIORITIES

This agenda item supports the Infrastructure and Natural Resources strategy. The purpose of the Infrastructure and Natural Resources strategy is to preserve and improve our roads, utilities, parks, trees, water supply and natural resources through effective planning, prioritization, and an equitable and efficient use of available funding.

FINANCIAL IMPACT

The total amount of this First Amendment to Agreement A-8303 with Kennedy Jenks Consultants shall not exceed $317,104 with a new not to exceed contract amount of $676,998 for professional design services. The Central Trunk Sewer Main Replacement Project No. 206602 has an approximate available budget of $2,800,000 (Wastewater Operating Fund #611).

COMMITTEE OUTCOME

This item did not originate in Committee as this is a capital improvement project specifically listed in the Capital Improvement Program budget, which was previously approved by the City Council.

Prepared by: Tatiana Arnaout, City Engineer

ATTACHMENTS

1. A-8303 First Amendment

2. A-8303
219

FIRST AMENDMENT TO AGREEMENT FOR PROFESSIONAL SERVICES (V-01-17-19) Agreement No. A-8303

FIRST AMENDMENT TO AGREEMENT FOR PROFESSIONAL SERVICES

This First Amendment (“First Amendment”) to the Agreement for Professional Services (“Agreement”) is made and entered into in the County of Ventura, State of California, this 18th day of October, 2022, by and between the City of Oxnard, a municipal corporation (“City”), and Kennedy/Jenks Consultants, Inc. (“Consultant”). This First Amendment amends the Agreement entered into on March 16, 2021, by City and Consultant.

City and Consultant agree as follows:

1. The date in Section 5 of the Cover Page of the Agreement is hereby amended to “December 31, 2024.”

2. The amount in Section 6 of the Cover Page of the Agreement is hereby amended to “676,998.00.”

3. The reference to the Scope of Service Exhibit everywhere it is listed both on the Cover Page and in the Agreement is hereby amended to add also the Scope of Service A-1 Exhibit. The Scope of Service Exhibit A-1 is attached hereto and incorporated herein by this reference.

4. The reference to the Rates and Costs Exhibit everywhere it is listed both on the Cover Page and in the Agreement is hereby amended to the Rates and Costs Exhibit A-1. The Rates and Costs Exhibit is hereby disincorporated; instead, the Rates and Costs Exhibit A-1 is attached hereto and incorporated herein by this reference.

5. The following is attached hereto and incorporated herein by this reference into the Agreement: Schedule of Services Exhibit.

6. As so amended, the Agreement remains in full force and effect.

[Signatures on next page]

220
Agreement No. A-8303
FIRST AMENDMENT TO AGREEMENT FOR PROFESSIONAL SERVICES (V-01-17-19) IN WITNESS WHEREOF, the parties hereto have executed the Amendment on the date first written above.

CI
TY OF OXNARD KENNEDY/JENKS CONSULTANTS, INC.

John C. Zaragoza, Mayor1 Date Keith A. London, CEO2 Date Alexander Nguyen, City Manager
Jennifer Yates, Purchasing Manager
____________, Buyer
Ge rald P. Cavaluzzi, Secretary Date
ATTEST:

Rose Chaparro, City Clerk Date
(only if Mayor signs)
AP
PROVED AS TO FORM:

Stephen M. Fischer, City Dat e
Attorney (always required)
1 The City Council must authorize and the Mayor must sign the amendment if the original contract and all amendments collectively total over $200,000 annually. The City Manager may authorize and sign the amendment if the original contract and all amendments collectively total over $100,000 but up to $200,000 annually. The Purchasing Manager may authorize and sign the amendment if the original contract and all amendments collectively total up to $100,000 annually. A Buyer may authorize and sign the amendment if the original contract and all amendments collectively total up to $25,000 annually.
2 The City requires the following for any contract:
• For a corporation, the signatures of the Board President, CEO or Vice President and of the Board Secretary, Assistant Secretary, CFO or Assistant Treasurer;
• For an LLC, the signatures of at least two managers of the LLC (company directors, not lower-level managers); or • For a partnership, the signature of a partner. If the partnership is a limited partnership, the signer must be a general partner.

If the company has a different structure, or if the above-listed persons are not the appropriate signers, please submit to the City Attorney legally-binding documentation stating who can sign and bind your company. 221
SCOPE OF SERVICES EXHIBIT A-1
This amendment includes the development of design drawings and specifications for a lift station and an additional 1,800 feet of 12-inch sewer pipeline to be included with the Central Trunk Sewer
Main Replacement Project (PW21-27).

Task 8: Additional Program Management

1. Additional Project Management. Consultant shal l coordinate design efforts for the additional work with the Project Team including representatives from the City of Oxnard’s Public Works Department and Wastewater Division (City). Consultant assumes an additional six (6) months of additional project management is required.

2. Project Kick-off Meeting. Not applicable (refer to original scope of services).

3. Progress Meetings. Not applicable (refer to original scope of services).

4. Updated Project Schedule. Consultant shall develop an updated project schedule to incorporate the additional work that covers design drawings, specifications, construction cost estimate, bid documents, and bid/award support services.

5. Project Communication. Not applicable (refer to original scope of services).

6. Project Coordination. Not applicable (refer to original scope of services).

7. Updated Quality Assurance and Quality Contro l (QA/QC). The Consultant shall update the QA/QC plan to incorporate the additional wo rk covered by this amendment and provide QA/QC reviews of project deliverables.

8. Additional Monthly Invoicing. The Consultant shall submit invoices on a monthly basis with all supporting documentation in a format acceptable to the City. Invoices requiring amendment shall be dated according to when the revised invoice is delivered to the City. Invoices shall be delivered electronically to the Project Manager and to [email protected].

Task 9: Additional Permitting
The Consultant shall update the Permit Plan that was previously developed for the original project. The Permit Plan will identify permits required for the design, construction, and operation of the facilities. The Consultant shall coordinate the permitting efforts with the City including deadlines for critical path permits and scheduled approval with the City C ouncil.

Deliverable
Documents shall be delivered as editable MS Word and Project documents for City’s review and c
omment.
222
Task 10: Preliminary Design

1. Pipeline Conceptual Design: Not applicable (refer to original scope of services).

2. Hydraulic Analysis: Not applicable (refer to original scope of services).

3. Site Survey: Not applicable (refer to original scope of services).

4. Geotechnical Borings (to be provided by City): The City will engage a geotechnical service firm to conduct a geotechnical analysis for the project. The City will provide the Consultant the results of the geotechnical investigation for Consultant’s use in the design of the overall project.

5. Potholing: Refer to original scope of services. Subconsultant cost is updated to reflect current pricing.

6. Pipeline Alignment: Not applicable (refer to original scope of services).

7. Constructability Review: Not applicable (refer to original scope of services).

8. List of Drawings and Specification: Not applicable (refer to original scope of services).

9. Cost Estimate: Not applicable (refer to original scope of services).

Task 11: Additional 50% Design Services
The Consultant shall create a design, equivalent to the 50% design level, including various components such as design criteria, plan and profile drawings, connection details, cross sections, manhole configurations,
site plans, sections, and wet well configuration for the additional work covered by this amendment.

This additional work includes the development of design drawings and specifications for a lift station and wet well to be constructed as recommended in the Alignment TM for the Oxnard Central Trunk Sewer dated December 28, 2021. The additional work also includes development of design drawings and specifications for approximately 1,800 feet of new 12-inch diameter sewer pipeline along with seven new manholes located south of the Third Street Bridge and north of the UPRR right-of-way. The new 12-inch sewer pipeline will span between existing manholes MH-021-121 and MH-022-120 and will parallel the existing sewer pipeline.

The new lift
station will include small masonry wall canopy and perimeter wall similar to the City’s existing Lift Station No. 23. The new lift station will b e located in a City-owned parking lot between the UPRR right-of-way and 5th Street and include site security fencing as well as a standby generator. It is assumed that the existing water supply in the area of the new lift station is adequate for fire suppres
sion needs.

Consultant shall coordinate with Southern California Edison (SCE) related to new electrical services for the new lift station.

The Consultant shall produce 50% design drawings and tech nical specifications for the additional work as indicated in the additional drawing list shown below.

Additional
Drawing List:
223
Drawing No. Descriptio n 50% 90% Final
1 D-01 Lift Station Site Demolition Plan 1 X X X
2 C-01 12-inch Sewer Pipeline Plan and Profile 1 X X X
3 C-02 12-inch Sewer Pipeline Plan and Profile 2 X X X
4 C-03 12-inch Sewer Pipeline Plan and Profile 3 X X X
5 C-04 12-inch Sewer Pipeline Connection Details X X
6 C-05 12-inch Sewer Pipeline Manhole Details X X
7 C-06 Lift Station Horizo ntal Control and Paving 1 X X 8 C-07 Lift Station Gradin g and Drainage 1 X X X
9 C-08 Lift Station Pipin g Plan and Profile 1 X X
10 C-09 Lift Station Civil Details 1 X X
11 S-01 Structural General Notes and Abbreviations X X X 12 S-02 Special Inspections and Structural Observation X X X 13 S-03 Concrete and Masonr y Typical Details X X
14 S-04 Concrete T ypical Details X X
15 S-05 Pump Station Foundation Pla n X X X
16 S-06 Canop y Plan X X X
17 S-07 Sections X X
18 S-08 Details X X
19 M-01 Mechanical General Notes, Abbreviations,
Symbols
X X X
20 M-02 Lift Station Pla n X X X
21 M-03 Lift Station Sections X X X
22 M-04 Odor Control Plan and Sections X X X
23 M-05 Misc. Details X X
24 M-06 HVAC and Plumbing Legends, Abbreviations,
Notes
X X X
25 M-07 Fire Protection Plan X X X
26 E-01 Abbreviations and Notes X X X
27 E-02 Electrical S ymbols – 1 X X X
28 E-03 Electrical S ymbols – 2 X X X
29 E-04 Electrical Details X X
30 E-05 Overall Electrical Site Pla n X X X
31 E-06 Sin gle Line and Equipment Elevations X X X
32 E-07 Control Schematic X X
33 E-08 Luminaire and Pane lboard Schedule X X
34 E-09 Title 24 Schedules X X
35 E-10 Conduit Block Diagram and Conduit/Cable
Schedule
X X
36 E-11 Lift Station Electrical Plan and Details X X
37 I-01 Instrumentation S ymbols X X X
38 I-02 Instrumentation Details X X
39 I-03 Control Panel Wirin g Diagram and Details X X
40 I-04 P&ID – Lift Statio n X X X
41 I-05 P&ID – Generator and Miscellaneous S ystems X X 224
Deliverable
The Consultant shall provide the 50% design package containing the additional drawings and specifications for City and UPRR Review with the originally scoped 50% design package. The 50% design package will be provided electronically.

Task 12: Additional Final Design Services
Consultant shall provide final design services that include full preparation of drawings, specifications, general and special provisions associated with the work covered by this amendment. The Consultant shall incorporate the review comments from the preliminary design phase into the 100% design package with the intermediate 90% submittal. The 100% design package shall include all bid documents, front-end documents, technical specifications, and drawings suitable for public bid. Subtasks include:

1. 90% Design Submittal: Drawings and specifications from the preliminary design phase shall be modified to account for any remaining design changes as a result of the preliminary (50%) design review. At the end of the 90% design phase, drawings and specifications shall be complete. The following tasks are to be completed:
a. Lift station drawings and specifications
b. 12-inch sewer pipeline drawings and specifications
c. Construction cost estimate
Deliverable
The Consultant shall provide the 90% design package in electronic format.

2. Final Design Submittal: During the final design phase, minor comments from the 90 percent design submittal shall be incorporated into the drawings and specifications. This final submittal will not be reviewed by the City and will be considered the bid set. Tasks include:
a. Production of final engineering drawings
b. Production of final engineering specifications
c. The Consultant shall prepare a probable construction cost estimate to be transmitted along with the final 100% design package.

Deliverable
The Consultant shall provide the final design package. Final drawings shall be signed and sealed by a professional civil engineer registered by the State of California. The Consultant shall provide four (4) sets of 11” x 17” drawings, two (2) sets of 22” x 34” (D Size) drawings, four (4) sets of specifications, and one electronic copy in PDF format of the final design package to the City. All drawings shall be prepared using AutoCAD 2018 or later.

Task 13: Additional Bid Phase Services
225
The Consultant shall provide assistance to the City during the project advertisement and award period for the additional work covered by this amendment. Additional bid phase assistance shall include the following:

1. Preparation of additional addenda in response to requests for information (RFIs) and requests for clarification (RFCs) received during the bid period. The Consultant shall assume the preparation of two (2) additional addendums for budgeting purposes and budget a total of 16 hours for this effort.

2. Attendance and participation in the mandatory pre-bid meeting. Not applicable (refer to original scope of services).

3. The Consultant shall incorporate the additional addenda issued during the Bid Period into a conformed set of contract documents for the additional work covered by this amendment.

The Consultant shall provide six (6) sets of 11” x 17” drawings, five (5) sets of 22” x 34” (D Size) drawings, six (6) sets of specifications, one (1) electronic copy in PDF format and one electronic copy in AutoCAD format (.DWG) of the conformed drawings within one (1) week of the Bid Opening for the additional work covered by this amendment.

Consultant shall provide the City with a written response to questions within two (2) business days of questions received during the bidding period. The responses shall be provided in short memorandum format with the question and response shown. Consultant shall also keep a log of the questions and responses.

Task 14 – Additional Construction Phase Services
Additional engineering services during construction (ESDC) shall include the following:

1. Preconstruction Conference: Not applicable (refer to original scope of services).

2. Project Meetings: Not applicable (refer to original scope of services).

3. Additional Submittal Review: Consultant shall review additional shop drawing and material submittals (up to a total of 40 submittals/resubmittals) transmitted by the construction contractor for the additional work covered by this amendment.

4. Additional Change Order Review: Consultant shall review up to five (5) additional change order requests submitted by the construction contractor for the additional work covered by this amendment. The Consultant shall review each request and make a formal statement regarding entitlement and the merit of the contractor’s request.

5. Project Close-out: The Consultant shall assist in the development of Project punch lists and coordinate the delivery of Project-related documentation for the additional work covered by this amendment.

Additional Record Drawings
The Consultant shall prepare additional record drawing for the additional work covered by this amendment based on the red-line drawings submitted by the construction contractor. The record drawings shall be prepared using the version of AutoCAD 2018 or later and shall be transmitted to the City within 30 calendar days of receipt of the contractor’s red-line drawings. Electronic 226
copies of the record drawings shall be submitted to the City in both AutoCAD and PDF formats.

In addition, the Consultant shall submit three (3) hard copies of the record drawings o n 22” x 34”
(D Size) bond paper.
227
Schedule of Charges

PERSONNEL COMPENSATION
Classification Hourly Rate
CAD-Technician ................................................................................................................ .. $130 Senior CAD-Technician ....................................................................................................... $ 145 CAD-Designer .................................................................................................................. ... $160 Senior CAD-Designer .......................................................................................................... $175 Engineer-Scientist-Specialist 1 ............................................................................................ $1 35 Engineer-Scientist-Specialist 2 ............................................................................................ $1 65 Engineer-Scientist-Specialist 3 ............................................................................................ $1 90 Engineer-Scientist-Specialist 4 ............................................................................................ $2 05 Engineer-Scientist-Specialist 5 ............................................................................................ $2 20 Engineer-Scientist-Specialist 6 ............................................................................................ $2 45 Engineer-Scientist-Specialist 7 ............................................................................................ $2 75 Engineer-Scientist-Specialist 8 ............................................................................................ $2 95 Engineer-Scientist-Specialist 9 ............................................................................................ $3 10 Project Administrator ......................................................................................................... .. $130 Administrative Assistant ...................................................................................................... $110 Aide ............................................................................................................................... ....... $90 Direct Expenses
Reimbursement for direct expenses, as listed below, incurred in connection with the work, will be at cost plus ten percent for items such as:
a. Maps, photographs, 3rd party reproductions, 3rd party printing, equipment rental, and special supplies related to the work.
b. Consultants, soils engineers, surveyors, contractors, materials testing, specialty inspection firms and other outside services.
c. Rented vehicles, local public transportation and taxis, travel, accommodations and subsistence. d. Project specific telecommunications and delivery charges. e. Special fees, insurance, permits, and licenses applicable to the work. f. Outside computer processing, computation, and proprietary programs purchased for the work.

Reimbursement for vehicles used in connection with the work will be at the federally approved mileage rates or at a negotiated monthly rate.

If prevailing wage rates apply, the above billing rates will be adjusted as appropriate.

Overtime for non-exempt employees will be billed at one and a half times the Hourly Rates specified above.

Rates for professional staff for legal proceedings or as expert witnesses will be at rates one and one-half times the Hourly Rates specified above.

Excise and gross receipts taxes, if any, will be added as a direct expense.

RATES AND COST EXHIBIT A-1
228
Agreement No. A-8303
January 1, 2020 Rates KJ S,b S,b S,b KJ KJ KJ
Classification:

Hourly Rate;
Total
Hours Fees Fees Fees Fees 10% Fees 10% Fees
Task1-ProgramManag"•cmc•c",t(O2O2OmOoc"cthc•cl ______ 71--+--+----t--+-----t-----t--+---t-----t----j-------jl ___ -j-___ +-__ 7 ___ -j-___ +-__ 7 ____ ll----7t-------j-------j Heallll & Safe!\/
Proiect Manacement
Proiect Kickoff Meetinn
Prooress Meeijnos /91
Project Schedule
Project Communicat
i
on
Proiect Coordination
QA/QC & QA/QC Plan
Monlhlv lnvoicina
Tas�_2 - Pipeline Pennitting
Task1-Subtotiil
44 36
12 20
12 0 125
10 56
4 4 6
36 12
2 4 6
4 5
24 S6
4 4
12 24
1' 66 0
$0 $0 $245 $0 $0 $245
S:14.Bi'O $0 $0 $14.870 $0 $0 $14,870
$1,720 $0 $25 $3 $1.720 $0 $26 $1,748
$17.100 $0 $225 $23 $17.100 $0 $246 $17,348
$0 $0 $1.230 $0 $0 $1,230
$1.000 $0 $0 $1,030 $0 $0 $1,030
$7.920 $0 $0 $7 920 $0 $0 $7 920
$7,520 $0 $0 $7.520 $0 $0 $7,520
$0 $0 $5,040 $0 $0 $5,040
$56,1875 $0 $0 $0 $0 $250 $25 $56,675 $0 $275 $56,950
Permit Plan ______________________ • __ �-1--- ___ 8 __ 1_6 ---- ·-·-- ·- -t--+-- •-·---� --��-'0•20 +---t---+---+--�'°01----1--�'�0
t-�$4=·9�20cac--�'°�--�'°�-�•�4=·'�20c1
Permit Aoplicatlons (Caltrans & UPRRJ 4 12 40
PermitAgencv Meetinos 14 Totall 16 16
Permit Fees including insurance, flaaoers, etc. (oaid for bv CiM Task 2- Subtotill 0
Task 3 - Pipeline Preliminary Design Report
Ploeline Conceoluat Design ITM-1 & PDRl 12 24 40 40 16
Hydraulic Analvsls 2 12 40
Slle Suivey (including One Legal Description) 2
Geotechnical Borinns 2
Polllolina 8
Pineline Alinnment 2 8 32 60
G:\MARKE1\PRO\Oxnard\Central Trunk Sewer RFP\Copy of Oxnard_fmProposalFeeEstimate_PhaseTask_APCasODCv2.lllsm 0 0 0 "'
4 54
8 "''
$11.500
"'-880
$23.300 $0 $0
$10.9...�
$490 $26,610
$490 $25,000
$0
S.1,480 $5,025
sn:roo
$0 $0
$0 $100 $10
$0 $0
$0 $100 $10
$0 $200 $20
$0 $0
$2,661 $0
$2,500 $0
$503 $0
$0 $0
$11.500
$6,880
$0
$23,300
$26,280
$10,920
$490
$490
$1 480
$17.760
$0 $0 $11.500
$0 $110 $6,990
$0 $0 $0
$0 $110 $23,410
$0 $220 $26,500
$0 $0 $10,920
$29,271 $0 $29,761
$27,500 $0 $27 990
$5,528 $0 $7,008
$0 $0 $17 760
0 2019 Kennady/Jenks Conou�onl&, Inc.
$310 $295 $245 $190 $165 $160 $130 $130 $90 229
January 1, 2020 Rates
Classlficalion:

Hourly Rate:

Constructability Review
List of DrawTnns and Snecification
Cost Estimate
Task 4- Pipeline 50% Design Services
General/Civil Design
Pineline Design
Traffic Control Spec
Specifications
Task 5- Pipeline Final Design Services
Constructabilitv Review
90% D�!illJ:n Submittal
Final Design Submittal
Task 6. Pipeline Bid Phase Services
Addenda to Respond to RFI/RFC's 14,
Pre-Bid Meetina
Conformed Contract Documents
Task 7 - Pipeline Construction Phase Services
PreconstrucLion Conference
Proiect Meelinqs (181
Task 3· Subtotal
Task 4-- Subtotal
Task 5- Subtotal
Task 6- Subtotal
Agreement No. A-8303
KJ s,, S,b S,b KJ KJ KJ
Total
Hours Fees Fees Fees 10% Fees 10% Fees
0 0
0 2
4 2
4 5
2 3
"
0 4
4 ,0 40 8
" 32 64
4 4
20 0 214
$615
$61.565 $26,610 $25.000
$10.400
$20,920
$9SI)
$38.6'0 $0 so
so
$0
$0
$5.025 SS,664
so
$0
$0
$0 $0
$0 $1,270
$0 $2.280
$200 $20 $81.565
$200 $20 $10.490
$0 $20,920
$0
$0 $6,240
$200 $20 $38630
$0
$0
$62.299
$0
$0
$0
$0
$0
$0 $1,270
$0 $815
$0 $2.260
$220 $124 084
$220 $10.710
$0 $20 920
$0 $980
$0 $8,240
$220 $38.850
8 S ,$:� 960 so $0 $1 960 $0 $0 $1.960
�L_2�,1-�,�•�--�--�a"4--+--+-�''l--�2£00�1 �•soo=i---+---+------1---'°=i-�"�'�',_-�•�2701-�•��="�o�c--�'°,,.,1--�•�"�'+�•�"="�oci 2 4
4 2
36 12 16 B � $?,140 $0 $300 $30 $7140 $0 $330 $7.-170
'6
20 3
0 112
0 16
0 "
0 '"'
32 '
2 36
so $0 $0 $0
$0
$1,,200 so
$3.800
$12.000 $0 $0 $0
$0
S.10.440 $0
$500 $50 $44,900 so $550 $45,450
$0 $6.820 $0 $0 $6 820
$25 $3 $1.290 $0 $28 $1.318
$200 $20 $3.890 so $220 $4 110
$225 $23 $12000 $0 $248 $12 248
$25 $3 $580 $0 $28 $608
$450 $45 $10 440 $0 $'195 $10 935
G:\MARKEnPRO\Oxnard\Central Trunk Sewer RFP\Copy of Oxnard.JmPraposalFeeEsflmate_PhaseTask_APCasODCv2.xlsm C 2019 Kennedy/Jenks Conouttorh, Inc. $310 $295 $245 $190 $165 $160 $130 $130 $90 230
C
January 1, 2020 Rates KJ s,, s,,
Classification: Total
Hourly Rate: Hours Fees Fees Fees
Submittal Review (20\
RFls & RFCs (20)
Channe Order Review 15\
Proiect Close-out
Record Drawinos
Task 7- Subtotal
Task 1 - 7 Total
4 24 52
2 12 30
4 12 24
4 20
8 0 51 52 134
D 220 235 591
16 0 ,.
40 300
G:\MARKET\PRO\OXnard\Central Trunk Sewer RFP\Copy of Oxnard_lmProposalfeeEstlmate_PhaseTask_APCasODCV2.xlsm 28 0 0
.. 14 28
so
60 $11,550
26 31 $5.130
281 $58.160 :W $0
1480 $295,230 $26,610 $25.000
s,, KJ KJ
Fees 10% Fees
$0
$0
$0
$0
$0 $200
$0 $0 $675
$5,025 SS,664 $2,150
KJ
10%
$0 $16.660
$0 $11 550
$0 $6540
$0 $5.260
$20 $5130
$68 $58.160
$215 $295,230
$0
$0
$0
$0
$0
$0
$62,299
Agreement No. A·B303
$0 $16.660
$0 $11 550
$0 $8 540
$0 $5 260
$220 $5 350
$743 $58 903
$2,365 $359 894
!Cl 2019 K8nnody/Jonl<s Conoultanla. Inc
$310 $295 $245 $190 $165 $160 $130 $130 $90 231
January 1, 2021 Rates KJ Sub Sub Sub KJ KJ KJ
ubs
Classification: Total
Labor
Benner and
Carpenter, Inc.

Oakridge
Geoscience
USI
Sub-Markup
ODCs
ODCs
Markup
Total
Labor
Admin. Assist.

Eng-Sci-5
Eng-Sci-4
Sr. CAD-Design
CAD-Design
Eng-Sci-3
Eng-Sci-1
Sr. CAD-Tech
CAD-Tech
Project
Administrator
Eng-Sci-9
Eng-Sci-8
Eng-Sci-7
Eng-Sci-6
Eng-Sci-2
Total
Subs
Total
Expenses
Total Labor + Su
+ Expenses
Hourly Rate: $310 $295 $275 $245 $220 $205 $190 $165 $135 $175 $160 $145 $130 $130 $110 Hours Fees Fees Fees Fees 10% Fees 10% Fees Task 8 - Additional Program Management
Health & Safety 1 1 $245 $0 $0 $245 $0 $0 $245
Additional Project Management (6 months) 24 6 2 32 $8,840 $0 $0 $8,840 $0 $0 $8,840 Project Kickoff Meeting 0$ 0 $0 $ 0 $ 0$ 0$ 0$ 0
Progress Meetings 0$ 0 $0 $ 0 $ 0$ 0$ 0$ 0
Updated Project Schedule 24 6 $1,250 $0 $0 $1,250 $0 $0 $1,250 Project Communication 0$ 0 $0 $ 0 $ 0$ 0$ 0$ 0
Project Coordination 0$ 0 $0 $ 0 $ 0$ 0$ 0$ 0
Updated QA/QC & QA/QC Plan 4 12 12 28 $7,720 $0 $0 $7,720 $0 $0 $7,720 Additional Monthly Invoicing 6 6 12 $2,550 $0 $0 $2,550 $0 $0 $2,550 Task 8 - Subtotal 2 8 1 80 1 500 1 000000080 7 9 $20,605 $0 $0 $0 $0 $0 $0 $20,605 $0 $0 $20,605 Task 9 - Additional Permitting
Updated Permit Plan 48 12 $2,500 $0 $0 $2,500 $0 $0 $2,500 Permit Applications 0$ 0 $0 $ 0 $ 0$ 0$ 0$ 0
Permit Agency Meetings (4 Total) 0$ 0 $0 $ 0 $ 0$ 0$ 0$ 0 Permit Fees including insurance, flaggers, etc. (paid for by City) 0$ 0 $0 $ 0 $ 0$ 0$ 0$ 0 Task 9 - Subtotal 000400800000000 1 2 $ 2 , 5 0 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0$ 2 , 5 0 0 $ 0 $ 0 $ 2 , 5 0 0 Task 10 - Preliminary Design Report
Pipeline Conceptual Design (TM-1 & PDR) 0$ 0 $0 $ 0 $ 0$ 0$ 0$ 0 Hydraulic Analysis 0$ 0 $0 $ 0 $ 0$ 0$ 0$ 0
Site Survey (including one legal description) 0$ 0 $0 $ 0 $ 0$ 0$ 0$ 0 Geotechnical Borings (to be provided by City) 0$ 0 $0 $ 0 $ 0$ 0$ 0$ 0 Potholing (cost updated to reflect current pricing) 0$ 0 $3,667 $367 $0 $0 $4,034 $0 $4,034 Pipeline Alignment 0$ 0 $0 $ 0 $ 0$ 0$ 0$ 0
Constructability Review 0$ 0 $0 $ 0 $ 0$ 0$ 0$ 0
List of Drawings and Specification 0$ 0 $0 $ 0 $ 0$ 0$ 0$ 0 Cost Estimate 0$ 0 $0 $ 0 $ 0$ 0$ 0$ 0
Task 10 - Subtotal 000000000000000 0 $ 0 $ 0 $ 0 $ 3 , 6 6 7 $367 $0 $0 $0 $4,034 $0 $4,034 Task 11 - Additional 50% Design Services
Lift Station 12 12 22 136 48 113 52 395 $85,480 $0 $100 $10 $85,480 $0 $110 $85,590 \\KJC.local\KJC-Root\KJ-Office\VEN\Share\Projects\2021\2144204.00_Oxnard-Central Trunk Sewer Main Replacement\02-CntrctsAgmts\2 .01-PrimContract\Amendment\Oxnard_ProposalFeeEstimate_PhaseTask_Amendment © 2019 Kennedy/Jenks Consultants, Inc. 232
January 1, 2021 Rates KJ Sub Sub Sub KJ KJ KJ
ubs
Classification: Total
Labor
Benner and
Carpenter, Inc.

Oakridge
Geoscience
USI
Sub-Markup
ODCs
ODCs
Markup
Total
Labor
Admin. Assist.

Eng-Sci-5
Eng-Sci-4
Sr. CAD-Design
CAD-Design
Eng-Sci-3
Eng-Sci-1
Sr. CAD-Tech
CAD-Tech
Project
Administrator
Eng-Sci-9
Eng-Sci-8
Eng-Sci-7
Eng-Sci-6
Eng-Sci-2
Total
Subs
Total
Expenses
Total Labor + Su
+ Expenses
Hourly Rate: $310 $295 $275 $245 $220 $205 $190 $165 $135 $175 $160 $145 $130 $130 $110 Hours Fees Fees Fees Fees 10% Fees 10% Fees 12-inch Sewer Pipeline 2 8 16 32 58 $10,710 $0 $100 $10 $10,710 $0 $110 $10,820 0$ 0 $0 $ 0 $ 0$ 0$ 0$ 0
0$ 0 $0 $ 0 $ 0$ 0$ 0$ 0
Task 11- Subtotal 1 2 1 4 2 2 1 4 40 4 8 1 2 9000 3 2 5 2000 4 5 3 $96,190 $0 $0 $0 $0 $200 $20 $96,190 $0 $220 $96,410 Task 12 - Additional Final Design Services
Additional Constructability Review 4 4 $980 $0 $0 $980 $0 $0 $980 90% Design Submittal - Lift Station 9 9 16 95 34 80 37 280 $60,655 $0 $100 $10 $60,655 $0 $110 $60,765 90% Design Submittal - 12-inch Sewer Pipeline 4 12 32 48 4 100 $18,320 $0 $100 $10 $18,320 $0 $110 $18,430 Final Design Submittal - Lift Station 4 4 7 41 15 34 16 121 $26,245 $0 $150 $15 $26,245 $0 $165 $26,410 Final Design Submittal - 12-inch Sewer Pipeline 1 2 6 8 4 21 $3,645 $0 $150 $15 $3,645 $0 $165 $3,810 Task 12- Subtotal 1 3 1 8 2 3 1 5 40 4 9 1 5 2000 5 6 5 3008 5 2 6 $109,845 $0 $0 $0 $0 $500 $50 $109,845 $0 $550 $110,395 Task 13 - Additional Bid Phase Services
Additional Addenda to Respond to RFI/RFC's (2) 2 4 10 16 $3,470 $0 $0 $3,470 $0 $0 $3,470 Pre-Bid Meeting 0$ 0 $0 $ 0 $ 0$ 0$ 0$ 0
Additional Conformed Contract Documents 4 16 32 52 $8,180 $0 $400 $40 $8,180 $0 $440 $8,620 Task 13- Subtotal 020800 2 600000 3 200 6 8 $11,650 $0 $0 $0 $0 $400 $40 $11,650 $0 $440 $12,090 Task 14 - Additional Construction Phase Services
Preconstruction Conference 0$ 0 $0 $ 0 $ 0$ 0$ 0$ 0
Project Meetings (18) 0$ 0 $0 $ 0 $ 0$ 0$ 0$ 0
Additional Submittal Review (40) 8 48 104 160 $33,880 $0 $0 $33,880 $0 $0 $33,880 Additional RFIs & RFCs (20) 2 12 30 16 60 $11,790 $0 $0 $11,790 $0 $0 $11,790 Additional Change Order Review (5) 4 12 24 40 $8,680 $0 $0 $8,680 $0 $0 $8,680 Additional Project Close-out 2 4 20 26 $5,370 $0 $0 $5,370 $0 $0 $5,370 Additional Record Drawings 2 16 56 74 $10,910 $0 $400 $40 $10,910 $0 $440 $11,350 Task 14- Subtotal 0 1 80 7 600 1 9 4000 1 60 5 600 3 6 0 $70,630 $0 $0 $0 $0 $400 $40 $70,630 $0 $440 $71,070 Tasks 8 - 14 Total 5 3 7 0 4 5 4 0 10 9 7 5 1 9000 1 0 4 1 0 5 8 888 1498 $311,420 $0 $0 $3,667 $367 $1,500 $150 $311,420 $4,034 $1,650 $317,104 \\KJC.local\KJC-Root\KJ-Office\VEN\Share\Projects\2021\2144204.00_Oxnard-Central Trunk Sewer Main Replacement\02-CntrctsAgmts\2 .01-PrimContract\Amendment\Oxnard_ProposalFeeEstimate_PhaseTask_Amendment © 2019 Kennedy/Jenks Consultants, Inc. $ 676,998.00All Phases Total
233
ID Task Name Duration Start Finish
1 City of Council Meeting
(Amendment Approval)
0 days Tue
10/18/22
Tue 10/18/22
2 Notice to Proceed
(Amendment)
0 days Mon
10/24/22
Mon 10/24/22
3 Progress Meeting 0 days Tue 11/1/22 Tue 11/1/22
4 Update Permit Plan 11 days Tue 11/1/22 Tue 11/15/22
5 Site Survey Complete Sat 10/1/22
6 Geotechnical Investigation
Complete (by City)
Tue 11/1/22
7 50% Design Development 67 days Tue 11/1/22 Wed 2/1/23 8 Prepare 50% Design 55 days Tue 11/1/22 Sun 1/15/23
9 City Review 14 days Sun 1/15/23 Wed 2/1/23
10 Progress Meeting 0 days Wed 2/1/23 Wed 2/1/23
11 Potholing 24 days Sun 1/15/23 Wed 2/15/23
12 90% Design Development 64 days Wed 2/1/23 Mon 5/1/23 13 Prepare 90% Design 54 days Wed 2/1/23 Sat 4/15/23
14 City Review 12 days Sat 4/15/23 Mon 5/1/23
15 Progress Meeting 0 days Mon 5/1/23 Mon 5/1/23
16 100% Design Development 24 days Tue 5/2/23 Fri 6/2/23 17 Permitting 143 days Tue 11/15/22Thu 6/1/23
18 UPRR 120 days Tue 11/15/22Mon 5/1/23
19 Caltrans 143 days Tue 11/15/22Thu 6/1/23
20 OSHA 44 days Wed 2/1/23 Sat 4/1/23
21 Bid Phase Services 67 days Thu 6/1/23 Fri 9/1/23
22 Construction Phase Services262 days Fri 9/1/23 Sun 9/1/24 23 Project Closeout 23 days Sun 9/1/24 Tue 10/1/24
10/18
10/24
11/1
2/1
5/1
Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 3rd Quarter 4th Quarter 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Task
Split
Milestone
Summary
Project Summary
Inactive Task
Inactive Milestone
Inactive Summary
Manual Task
Duration-only
Manual Summary Rollup
Manual Summary
Start-only
Finish-only
External Tasks
External Milestone
Deadline
Progress
Manual Progress
Central Trunk Sewer Replacement

Project: 2144204.00
Date: Wed 8/24/22

SCHEDULE OF SERVICES EXHIBIT
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237
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239
240
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261

CITY COUNCIL AGENDA REPORT

INFORMATION/CONSENT AGENDA
AGENDA ITEM NO. K.3

DATE: October 18, 2022

TO: City Council

FROM: Michael Wolfe, Public Works Director, (805) 385-8055, [email protected]

SUBJECT: Agreement A-8493 with BPR, Inc. for On-Call Sidewalk, Curb and Gutter, and Spandrel Grinding Services Project, Specification No. PW 22-130.

RECOMMENDATION

That the City Council approve and authorize Agreement A-8493 with BPR, Inc. for a total amount not to exceed $800,000 for a three year term for the On-call Sidewalk, Curb and Gutter and Spandrel Grinding Services Project, Specification No. PW 22-130 (Project No. MO3102).

(Public Works and Transportation Committee approved 3-0.)

BACKGROUND

The City of Oxnard has approximately 650 miles of sidewalks and 644 miles of curbs and gutters. The purpose of the grinding program is to systematically identify and mitigate any vertical sidewalk & gutter displacements (lifts). Lifts can be caused by some common factors such as age, poor or deteriorated subgrade material, deferred maintenance, and tree or vegetation roots. Sidewalk repairs are made City-wide and are prioritized depending on the severity of the issues.

Sidewalk grinding is the most common and cost effective method to mitigate lifted sidewalks. Grinding is less expensive than removal and replacement of concrete and can extend the life of sidewalks that otherwise might be prematurely replaced. Typically, grinding can resolve vertical lifts between a ¼ inch to 2 inches, and approximately 80 percent of all the City’s sidewalk lifts fall within that range. Lifts exceeding 2 inches are usually resolved by replacing the sidewalk panels or ramping along with addressing the cause of the lift, such as tree roots. Ramping is also used as a temporary fix until staffing or funds become available.

The Project scope consists of furnishing all necessary labor, materials, equipment and other incidental and appurtenant work to provide on-call sidewalk, curb and gutter, and spandrel grinding services. The Agreement amount will not exceed $800,000, with an allocation of $500,000 for Streets and $300,000 for Special Districts during the three-year term.

DISCUSSION

Streets Division & Special Districts have utilized contractor BPR, Inc. (BPR) to complete a total of 34,709 displacement grinds from 2020 to 2022, covering neighborhoods and various Special Districts. BPR supplies all the necessary equipment, materials, labor, and services to sidewalk, curb and gutter, and spandrel grinding assisting the Streets Division with the current and backlog of 311s for lifts. The three-year on-call agreement for concrete grinding services will be requested through Public Works task orders. Contractor will supply monthly reports identifying completed grind locations and where additional work is needed.

The notice inviting formal bids (NIFB) on the Project was published on June 30, 2022, and all bids were due and opened 262
on August 4, 2022. BPR was the only bidder and their bid is responsive to the City’s NIFB.

ITEM
NO.

UNIT DESCRIPTION EVALUATION

QUANTITY

CONTRACT

UNIT PRICE

1. Per location as defined in the
Special Provisions
Sidewalk
Grinding
1 Location $28.75

2. Per Linear Foot Curb and Gutter
Grinding
1 LF $5.00

3. Per Linear Foot Spandrel
Grinding
1 LF $4.75
TOTAL BID PRICE: $38.50

BPR was the only vendor to respond to the City’s Request for Proposal for on-call sidewalk, curb and gutter and spandrel grinding services when released on August 15, 2019. It was rebid on September 5, 2019 in an effort to obtain more bids, which resulted with two bidders and BPR being the lowest bidder.

Nine notices of invitations were sent directly to contractors that can perform this type of work and that have the appropriate licenses for this NIFB. The NIFB was also posted on EBID Board, Public Purchase, Dodge Analytic, TriCo Reprographics and Bid America to name a few and advertised in the Vida Newspaper.

Following this determination, procurement staff reviewed all documentation received from BPR Inc. and its subcontractors. Procurement staff verified possession of required currently valid licenses, reviewed the Federal Occupational Safety and Health Administration (OSHA) website for safety violations, and verified registration with the California Department of Industrial Relations (DIR). Based upon the available information and research performed to date, staff believes that the contractor is capable of satisfactorily completing the project.

STRATEGIC PRIORITIES

This agenda item supports the Infrastructure and Natural Resources strategy. The purpose of the Infrastructure and Natural Resources strategy is to preserve and improve our roads, utilities, parks, trees, water supply and natural resources through effective planning, prioritization, and an equitable and efficient use of available funding.

FINANCIAL IMPACT

The total cost for this agreement with BPR shall not exceed $800,000 with an allocation of $500,000 for the Streets Division and $300,000 for the Special Districts Division during the three-year term. This agreement will be used as needed, based on a task order process and funding availability for each fiscal year.

The estimated spending plan for FY 2022-23 from the Streets Division is $120,000 and there are sufficient funds through the Measure O-Half Cent Sales Tax Fund (104-5704-803-8209), Project MO3102 for these services.

The estimated spending plan for FY 2022-23 from the Special Districts Division is $50,000 and there are sufficient funds through special assessments and taxes of the communities that receive these services.

Funding for subsequent fiscal years will be requested during the annual budget process.

COMMITTEE OUTCOME

The Public Works and Transportation Committee approved 3-0 on September 27, 2022 to approve the staff recommendation and to forward the item for Council approval. 263

Prepared by: Brian Yanez, Assistant Public Works Director

ATTACHMENTS

1. A-8493
264
Agreement No.: A-8493
1 CITY OF OXNARD CONTRACT FOR

ON-CALL SIDEWALK, CURB AND GUTTER

AND SPANDREL GRINDING SERVICES PROJECT
SPECIFICATIONNO. PW 22-130

THIS CONTRACT (“Contract”) is made and entered this ______ day of _____________, 20___ (“Effective Date”), by and between the CITY OF OXNARD, a California municipal corporation (“City”) and BPR Inc. (“Contractor”). Contractor’s license number is 944272.

In consideration of the covenants set forth herein, the parties hereto agree as follows:

1. Incorporation. The Contract consists of all Contract Documents, which shall include the General Provisions, Special Provisions and all documents referenced in either the General or Special Provisions as well as the Contractor’s Bid Response. These documents are incorporated herein by reference.

2. S cope of Services. Contractor shall perform all Tasks in a good and workmanlike manner for the project identified as the On- Call Sidewalk, Curb and Gutter and Spandrel Grinding Services Project, Specification No. PW 22-130 (“Project”), as described in this Contract and in the Contract Documents, throughout the Contract Term. The Bid Sheets from the Contractor’s Bid Response are attached hereto as “Exhibit A” and incorporated herein by this reference. The Special Provisions from the Contract Documents are attached hereto as “Exhibit B” and incorporated herein by this reference.

3. C ompensation. In consideration of the services rendered pursuant to the requirements listed in the Contract Documents, City shall pay Contractor for each Task in accordance with the Contract Unit Prices submitted in the Bid and included in the attached Exhibit A, which in any case shall not exceed five hundred thousand dollars ($500,000 for Public Works and three hundred thousand dollars ($300,000) for Special Districts division during the Contract Term.

Under no circumstances may any Work be done for one department or division utilizing another department or division’s funding. It is Contractor’s responsibility to keep the departments and divisions’ funds separate and to monitor each department or division’s balance to ensure Work for a department or division does not exceed its funding. Each invoice must list the department or division for which that Task Order was issued

4. Contract Term. The Contract Term shall begin on the Effective Date and end three (3) years thereafter, unless sooner terminated pursuant to the Contract Documents.

5. A ntitrust C laims. In entering into this Contract, Contractor assigns to City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C.

Section 15) or under the Cartwright Act (Business and Professions Code Section 16700 et seq.) arising from purchases of goods, services, or materials pursuant to the Contract Documents. This assignment shall be made and become effective at the time City tenders final payment to Contractor without further acknowledgment by the parties.

6. P
revailing Wages . City and Contractor acknowledge that the Tasks comprising the Project are public works to which prevailing wages apply. Once the Project Manager issues a Task Order, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the corresponding Task will be on file with the Project Coordinator at City Hall and will be made available to any interested party on request. Contractor and all Subcontractors 265
Agreement No.: A-8493
2 are not qualified to bid on, be listed in a Bid proposal, or engage in the performance of any contract for public work, as defined in Labor Code Sections 1720 through 1861, unless registered and qualified to perform public work pursuant to Labor Code Section 1725.5 at the time of Bid submission.

7. Workers’ Compensation. Labor Code Sections 1860 and 3700 provide that every contractor will be required to secure the payment of compensation to its employees. In accordance with the provisions of Labor Code Section 1861, by signing this Contract, the Contractor certifies as follows: “I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the Work of this Contract.”

8. T
itles . The titles used in this Contract are for convenience only and shall in no way define, limit or describe the scope or intent of this Contract or any part of it.

9. A uthority . Any person executing this Contract on behalf of Contractor warrants and represents that he or she has the authority to execute this Contract on behalf of Contractor and has the authority to bind Contractor to the performance of its obligations hereunder.

10. E ntire Agreement . This Contract, including all incorporated documents, constitutes the entire agreement between the parties hereto with respect to the Project and all related Tasks and supersedes all previous agreements, promises, proposals, representations, understandings and negotiations, whether written or oral, between the parties regarding the subject matter.

11. A
mendment . No modification, amendment or supplement to this Contract other than Change Orders or Task Orders shall be binding unless made in writing and signed by the duly authorized representatives of both parties.

12. C ounterparts . This Contract may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A signed copy of this Contract transmitted by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Contract for all purposes. This provision shall likewise apply to all Task Orders and other Contract Documents.
[signatures on following page]

266
Agreement No.: A-8493
3 IN WITNESS WHEREOF, the parties hereto have executed the Agreement on the first written above.

CI
TY OF OXNARD BPR INC.

John C. Zaragoza, Mayor1 Date Date
Alexander Nguyen, City Manager
Brian Patrick Rifley, Jr.,
President/Secretary
Purchasing Manager
[name] , Buyer
AT
TEST:

Rose Chaparro, City Date
Clerk (only if Mayor signs)
AP
PROVED AS TO FORM:

Stephen M. Fischer, City Date
Attorney (always required)
1 The City Council must authorize and the Mayor must sign any agreement over $200,000 annually. The City Manager may authorize and sign any agreement over $100,000 but up to $200,000 annually. The Purchasing Manager may authorize and sign any agreement up to $100,000 annually. A Buyer may authorize and sign any agreement up to $25,000 annually . 267

4 Exhibit INS-G
Exhibit INS-G

INSURANCE REQUIREMENTS FOR CONSTRUCTION PROJECTS
(WITHOUT BUILDER’S RISK REQUIREMENT)

1. Contractor shall obtain and maintain during the performance of any services under this Contract the following insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of services hereunder by Contractor, its agents, representatives, employees or subcontractors.

a. Commercial General Liability Insurance, including Contractual Liability, in an amount not less than $2,000,000 combined single limit for bodily injury and property damage for each claimant for general liability with coverage equivalent to Insurance Services Office Commercial General Liability Coverage (Occurrence Form CG 0001). If a general aggregate limit is used, that limit shall apply separately to the project location or shall be twice the occurrence amount; b. Business Automobile Liability Insurance in an amount not less than $1,000,000 combined single limit for bodily injury and property damage for each claimant for automobile liability with coverage equivalent to Insurance Services Office Automobile Liability Coverage (Occurrence Form CA0001) covering Code No. 1, “any auto;” c. If architectural, engineering, or electrical work will be performed under the Contract, Professional Liability/Errors and Omissions Insurance appropriate to the work being done in an amount not less than $1,000,000, with neither Contractor nor listed subcontractors having less than $500,000 individually. The Professional Liability/Errors and Omissions Insurance must be project specific with at least a one year extended reporting period, or longer upon request. d. Workers’ Compensation Insurance in compliance with the laws of the State of California, and Employer’s Liability Insurance in an amount not less than $1,000,000 per claimant. Additionally, the workers’ compensation policy shall include a waiver of all rights of subrogation which the insurer may have against the City.

2. Contractor shall, prior to performance of any services, file with the Risk Manager certificates of insurance with original endorsements effecting coverage required by this Exhibit INS- G. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements are to be on the attached forms or on other forms approved by the Risk Manager. All certificates and endorsements are to be received and approved by the Risk Manager before work commences. City reserves the right to require complete certified copies of all required insurance policies at any time. The certificates of insurance and endorsements shall be sent via email (or fax if necessary) to the Risk Manager, addressed as follows (do not send hard copies):

City of Oxnard
Insurance Compliance
Reference No. A-8493
P.O. Box 100085 – OX
Duluth, GA 30096
Via Email: [email protected]
Via Fax: 678-259-1007

3. Contractor agrees that all insurance coverages shall be provided by a California admitted insurance carrier with an A.M. Best rating of A:VII or better and shall be endorsed to state that coverage may not be suspended, voided, canceled by either party, or reduced in coverage or limits without 30 days’ prior written notice to the Risk Manager. The Risk Manager shall not approve or accept any endorsement if the endorsement contains “best effort” modifiers or if the insurer is relieved from the responsibility to give such notice.

4. Contractor agrees that the Commercial General Liability and Business Automobile Liability Insurance policies shall be endorsed to name City, its City Council, officers, employees and volunteers as additional insureds as respects:
liability arising out of activities performed by or on behalf of Contractor; products and completed operations of Contractor; premises owned, occupied or used by Contractor; or automobiles owned, leased, hired or borrowed by Contractor. The coverage shall contain no special limitations on the scope of protection afforded to City, its City Council, officers, employees and volunteers. The General Liability Special Endorsement Form and Automobile Liability Special Endorsement Form attached to this Exhibit INS-G or substitute forms containing the same information and acceptable to the Risk Manager shall be used to provide the endorsements (ISO form CG 2010 11/85 or if not available, CG 2010 with an edition date prior to 01/04 and CG 2037).

5. The coverages provided to City shall be primary and not contributing to or in excess of any existing City insurance or self-insurance coverages (this must be endorsed). Additionally, the workers’ compensation policy shall include a waiver of all rights of subrogation which the insurer may have against the City. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to City, its City Council, officers, employees and volunteers. The 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. Any deductibles or self-insured retentions must be declared to and approved by the Risk Manager. At the option 268

5 of the Risk Manager, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City, its City Council, officers, employees and volunteers, or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.

7. All insurance standards applicable to Contractor shall also be applicable to Contractor’s subcontractors. Contractor agrees to maintain appropriate agreements with subcontractors and to provide proper evidence of coverage upon receipt of a written request from the Risk Manager.

8/22
269

6 INSTRUCTION FOR SUBMITTING INSURANCE CERTIFICATES AND ENDORSEMENT FORMS

Certificates of Insurance

The sample accord form on the following page is provided to facilitate your preparation and submission of certificates of insurance.

You may use this or any industry form that shows coverage as broad as that s hown on the attached sample. Please note the certificate holder address must be as shown on the attached sample accord form with the contract number and insurance exhibit identification information completed. Improperly addressed certificates may delay t he contract start-up date because the City’s practice is to return unidentifiable insurance certificates to the insured for clarification as to the contract number.

Cancellation provisions must be endorsed to the policy. Modifying the certificate does not change coverage or obligate the carrier to provide notice of cancellation.

Endorsement Forms

Original endorsements are required for general liability and automobile liability insurance policies and must be attached to the applicable certificate of insur ance. City preference is that you use the endorsement forms which are attached. Substitute forms will be accepted, however, as long as they include provisions comparable to the attached.

270

7 ACORD CERTIFICATE OF INSURANCE ISSUE DATE (MM/DD/YY)

PRODUCER

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.

CODESUB-CODE

COMPANIES AFFORDING INSURANCE COVERAGE

INSURED

COMPANY

LETTER ASPECIFY COMPANY NAMES IN THIS SPACE

COMPANY

LETTER B

COVERAGES

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PER IOD INDICATED, NOTWITHSTANDING

ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

CO
LTR

TYPE OF INSURANCE

POLICY NUMBER

POLICY EFFECTIVE

DATE (MM/DD/YY)

POLICY EXPIRATION

DATE (MM/DD/YY)

LIMITS

A

GENERAL LIABILITY
[x] COMMERCIAL GENERAL LIABILITY
[ ] CLAIMS MADE [x] OCCUR.
[x] OWNER’S & CONTRACTOR’S PROT.

GENERAL AGGREGATE $2,000,000
PRODUCTS COMP/OP AGG. $2,000,000
PERSONAL & ADV. INJURY $2,000,000
EACH OCCURRENCE $2,000,000
FIRE DAMAGE (Any one fire) $
MED. EXPENSE (Any one person) $

A

AUTOMOBILE LIABILITY
[x] ANY AUTO

ALL OWNED AUTOS

SCHEDULED AUTOS

HIRED AUTOS

NON-OWNED AUTOS

GARAGE LIABILITY

COMBINED SINGLE
$1,000,000
LIMIT
BODILY INJURY $
(Per person)
BODILY INJURY $
(Per accident)
PROPERTY DAMAGE $

A

EXCESS LIABILITY

UMBRELLA FORM

OTHER THAN UMBRELLA FORM

EACH OCCURRENCE $

AGGREGATE $

A

WORKERS’ COMPENSATION
AND
EMPLOYERS’ LIABILITY

STATUTORY LIMITS
EACH ACCIDENT $1,000,000
DISEASE-POLICY LIMIT $1,000,000
DISEASE-EACH EMPLOYEE $1,000,000

A

OTHER
Errors and omissions insurance or malpractice insurance available for the insured’s profession; if architectural, engineering or electrical work will be performed under the Contract

Minimum coverage $1,000,000
Each consultant/ $500,000
& listed sub-consultant

DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/RESTRICTIONS/SPECIAL ITEMS

CERTIFICATE HOLDER

CITY OF OXNARD
Attn: Insurance Compliance
Reference No.A-8493
P.O. Box 100085 – OX
Duluth, GA 30096
Via Email: [email protected]
Via Fax: 678-259-1007

CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE

CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES.

AUTHORIZED REPRESENTATIVE

271

8 GENERAL LIABILITY SPECIAL ENDORSEMENT
FOR THE CITY OF OXNARD (the ACity@)

SUBMIT IN DUPLICATE
ENDORSEMENT NO.

ISSUE DATE (MM/DD/YY)

PRODUCER

POLICY INFORMATION:

Insurance Company:

Policy No.:

Policy Period: (from) (to)
LOSS ADJUSTMENT EXPENSE  Included in Limits
 In Addition to Limits
Telephone:

 Deductible  Self-Insured Retention (check which) of $ with an Aggregate of $ applies to
coverage.  Per Occurrence  Per Claim (which)

NAMED INSURED

APPLICABILITY. This insurance pertains to the operations, products and/or tenancy of the named insured under all written agreements and permits in force with the City unless checked here  in which case only the following specific agreements and permits with the City are covered:

CITY AGREEMENTS/PERMITS

TYPE OF INSURANCE

GENERAL LIABILITY
 COMMERCIAL GENERAL LIABILITY
 COMPREHENSIVE GENERAL LIABILITY
 OWNERS & CONTRACTORS PROTECTIVE

 Claims Made
Retroactive Date

 Occurrence

OTHER PROVISIONS

COVERAGES

LIABILITY LIMITS IN THOUSANDS $

EACH OCCURRENCE

AGGREGATE

 GENERAL
 PRODUCTS/COMPLETED OPERATIONS
 PERSONAL & ADVERTISING INJURY
 FIRE DAMAGE



CLAIMS: Underwriter=s representative for claims pursuant to this insurance.

Name:

Address:

Telephone: ( )

In consideration of the premium charged and notwithstanding any inconsistent statement in the policy to which this endorsement is attached or any endorsement now or hereafter attached thereto, insurance company agrees as follows:

1. INSURED. The City, its officers, agents, employees and volunteers are included as insureds with regard to liability and defense of sui ts arising from the operations, products and activities performed by or on behalf of the named insured. 2 CONTRIBUTION NOT REQUIRED. As respects: (a) work performed by the named insured for or on behalf of the City; or (b) products sold by the named insured to the City; or (c) premises leased by the named insured from the City, the insurance afforded by this policy shall be primary insurance as respects the City, its officers, agents, employees or volunteers; or stand in an unbroken chain of coverage excess of the named insured=s scheduled underlying primary coverage. In either event, any other insurance maintained by the City, its officers, agents, employees or volunteers shall be in excess of this insurance and shall not contribute with it. 3 SEVERABILITY OF INTEREST. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect t o the company=s limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included.
4 CANCELLATION NOTICE. With respect to the interests of the City, this insurance shall not be canceled, or materially reduced in coverage or limits except after thirty (30) days prior written notice by receipted delivery has been given to the City. 5 PROVISIONS REGARDING THE INSURED=S DUTIES. Any failure to comply with reporting provisions of the policy or breaches or violations of warranties shall not affect coverage provided to the City, its officers, agents, employees or volunteers. 6 SCOPE OF COVERAGE. This policy, if primary, affords coverage at least as broad as:
a. Insurance Services Office Commercial General Liability Coverage, Aoccurrence@ form CG0001; or b. If excess, affords coverage which is at least as broad as the primary insurance form CG0001.

Except as stated above nothing herein shall be held to waive, alter or extend any of the limits, conditions, agreements or exclusions of the policy to which this e ndorsement is attached.

ENDORSEMENT HOLDER

CITY OF OXNARD
Attn: Insurance Compliance
Reference No.A-8493
P.O. Box 100085 – OX
Duluth, GA 30096
Via Email: [email protected]
Via Fax: 678-259-1007

AUTHORIZED REPRESENTATIVE
 Broker/Agent  Underwriter 

I (print/type name), warrant that I have authority to bind the above- mentioned insurance company and by my signature hereon do so bind this company to this endorsement.

Signature
(original signature required)

Telephone: ( ) Date Signed

272

9 AUTOMOBILE LIABILITY SPECIAL ENDORSEMENT
FOR THE CITY OF OXNARD (the ACity@)

SUBMIT IN DUPLICATE
ENDORSEMENT NO.

ISSUE DATE (MM/DD/YY)

PRODUCER

POLICY INFORMATION:

Insurance Company:

Policy No.:

Policy Period: (from) (to)
LOSS ADJUSTMENT EXPENSE  Included in Limits
 In Addition to Limits
Telephone:

 Deductible  Self-Insured Retention (check which) of $ with an Aggregate of $ applies to
coverage.  Per Occurrence  Per Claim (which)

NAMED INSURED

APPLICABILITY. This insurance pertains to the operations, products and/or tenancy of the named insured under all written agreements and permits in force with the City unless checked here  in which case only the following specific agreements and permits with the City are covered:

CITY AGREEMENTS/PERMITS

TYPE OF INSURANCE

OTHER PROVISIONS
 COMMERCIAL AUTO POLICY
 BUSINESS AUTO POLICY
 OTHER
LIMIT OF LIABILITY CLAIMS: Underwriter=s representative for claims pursuant to this insurance.

Name:

Address:

Telephone: ( )

$ per accident, for bodily injury and property damage.

In consideration of the premium charged and notwithstanding any inconsistent statement in the policy to which this endorsement is attached or any endorsement now or hereafter attached thereto, insurance company agrees as follows:

1. INSURED. The City, its officers, agents, employees and volunteers are included as insureds with regard to liability and defense of suits arising from the operations, products and activities performed by or on behalf of the named insured. 2 CONTRIBUTION NOT REQUIRED. As respects: (a) work performed by the named insured for or on behalf of the City; or (b) products sold by the named insured to the City; or (c) premises leased by the named insured from the City, the insurance afforded by this policy shall be primary insurance as respects the City, its officers, agents, employees or volunteers; or stand in an unbroken chain of coverage excess of the named insured=s scheduled underlying primary coverage. In either event, any other insurance maintained by the City, its officers, agents, employees or volunteers shall be in excess of this insurance and shall not cont ribute with it. 3 SEVERABILITY OF INTEREST. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company=s limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4 CANCELLATION NOTICE. With respect to the interests of the City, this insurance shall not be canceled, or materially reduced in coverage or limits except after thirty (30) days prior written notice by receipted delivery has been given to the City. 5 PROVISIONS REGARDING THE INSURED=S DUTIES. Any failure to comply with reporting provisions of the policy or breaches or violations of warranties shall not affect coverage provided to the City, its officers, agents, employees or volunteers. 6 SCOPE OF COVERAGE. This policy, if primary, affords coverage at least as broad as:
a. Insurance Services Office Commercial General Liability Coverage, A occurrence@ form CG0001; or b. . If excess, affords coverage which is at least as broad as the primary insurance form CG0001.

Except as stated above not hing herein shall be held to waive, alter or extend any of the limits, conditions, agreements or exclusions of the policy to which this endorsement is attached.

ENDORSEMENT HOLDER

CITY OF OXNARD
Attn: Insurance Compliance
Reference No.A-8493
P.O. Box 100085 – OX
Duluth, GA 30096
Via Email: [email protected]
Via Fax: 678-259-1007

AUTHORIZED REPRESENTATIVE
 Broker/Agent  Underwriter 
I (print/type name), warrant that I have authority to bind the above- mentioned insurance company and by my signature hereon do so bind this company to this endorsement.

Signature
(original signature required)
Telephone: ( ) Date Signed
273

10 Bond No. __________

PAYMENT BOND
(LABOR AND MATERIALS)

KNOW ALL PERSONS BY THESE PRESENTS that:

WHEREAS the City of Oxnard (“Agency”), State of California, has awarded to

(“Principal”)
(Name and address of Contractor)
a contract (the “Contract”) for the Work described as the On-Call Sidewalk, Curb and Gutter and Spandrel Grinding Services Project, Specification No. PW 22-130 (the “Project”).

WHEREAS, under the terms of the Contract, the Principal is required before entering upon the performance of any Work, to file a good and sufficient Bond with the Agency to secure the claims to which reference is made in Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code.

NOW, THEREFORE, we, the undersigned Principal, and

(Name and address of Surety)
a corporation organized and existing under the laws of the State of __________________ (“Surety”) a duly admitted surety insurer under the laws of the State of California, as Surety, and our heirs, assignees, successors, executors and administrators are held and firmly bound, jointly and severally, unto the Agency and all Contractors, Subcontractors, laborers, material suppliers, and other persons employed in the performance of the Contract and any Task related to the Contract and referred to in Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code in the penal sum of
Dollars ($ ), this amount being not less than a hundred percent (100%) of the total not to exceed Contract Price, in lawful money of the United States of America, for materials furnished or labor thereon of any kind, or for amounts due under the Unemployment Insurance Act with respect to this Work or labor that the Surety will pay the same in an amount not exceeding the amount hereinabove set forth, and also in case suit is brought upon this Bond, will pay, in addition to the face amount thereof, costs and reasonable expenses and fees, including reasonable attorneys’ fees, incurred by Agency in successfully enforcing this obligation, to be awarded and fixed by the court, and to be taxed as costs and to be included in the judgment therein rendered.

It is hereby expressly stipulated and agreed that this Bond shall inure to the benefit of any and all persons, companies, and corporations entitled to file claims under Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this Bond.

The Project shall be considered “accepted” for the purposes of triggering Bond deadlines at the Contractor’s final completion of all Tasks, the City’s acceptance of all Tasks, and the end of the Contract Term, whichever occurs last. Upon expiration of the time within which the California Labor Commissioner may serve a civil wage and penalty assessment against the principal, any 274

11 of its Subcontractors, or both the principal and its Subcontractors pursuant to Labor Code Section 1741, and upon expiration of the time within which a joint labor management committee may commence an action against the principal, any of its subcontractors, or both the principal and its subcontractors pursuant to Labor Code Section 1771.2, if the condition of this Bond be fully performed, then this obligation shall become null and void; otherwise, it shall be and remain in full force and effect.

The Surety hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the Contract, including all incorporated documents, shall in any manner affect its obligations on this Bond. The Surety hereby waives notice of any such change, extension, alteration, or addition. Additionally, the Surety hereby waives California Civil Code Sections 2845 and 2849 as well as any statutes of limitation, statutes of repose and laches as they may apply to an action on this Bond.

IN WITNESS WHEREOF, this instrument has been duly executed by Principal and Surety, on the date set forth below, the name of each party being hereto affixed and these presents duly signed by its undersigned representative(s) pursuant to authority of its governing body.

Dated:

“Principal”

By:

Its: __________________________

By:

Its: __________________________

(Seal)

“Surety”

By:

Its: __________________________

By:

Its: __________________________

(Seal)

Note: This Bond must be executed in duplicate and dated, all signatures must be notarized, and evidence of the authority of any person signing as attorney -in-fact must be attached. The date of the Bond must not be before the Contract’s Effective Date. Surety companies executing Bonds must appear on the Treasury Department’s most current list (Circular 570 as amended) and be authorized to transact business in the State of California.
275

12 Bond No. __________

PERFORMANCE BOND
KNOW ALL PERSONS BY THESE PRESENTS that:

WHEREAS the City of Oxnard (“Agency”), has awarded to _______

(“Principal”)
(Name and address of Contractor)
a contract (the “Contract”) for the Work described as the On-Call Sidewalk, Curb and Gutter and Spandrel Grinding Services Project, Specification No. PW 22-130 (the “Project”).

WHEREAS, Principal is required under the terms of the Contract to furnish a Bond for the faithful performance of the Contract.

NOW, THEREFORE, we, the undersigned Principal, and

,
(Name and address of Surety)
a corporation organized and existing under the laws of the State of __________________ (“Surety”) a duly admitted surety insurer under the laws of the State of California, as Surety, are held and firmly bound unto the Agency in the penal sum of Dollars ($ ), this
amount being not less than a hundred percent (100%) of the total not to exceed Contract Price, in lawful money of the United States of America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, assigns, successors, executors and administrators, jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if the hereby bounded Principal, his, her or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and provisions in the Contract and any alteration thereof made as therein provided for all Tasks, on the Principal’s part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their true intent and meaning, and shall indemnify and save harmless the Agency, its officers, agents and employees, as therein stipulated, within the Contract Term, then this obligation shall become null and void; otherwise, it shall be and remain in full force and effect.

As a part of the obligation secured hereby and in addition to the face amount specified therefor, there shall be included costs and reasonable expenses and fees, including reasonable attorneys’ fees, incurred by Agency in successfully enforcing such obligation, all to be taxed as costs and included in any judgment rendered. Surety hereby waives any statutes of limitation, statutes of repose and laches as they may apply to an action on this Bond.

The Surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract, including all incorporated documents, or of the Work to be performed under any Task Order shall in any way affect the Surety’s obligations under this Bond. The Surety hereby waives notice of any such change, extension of time, alteration or addition to the terms of the Contract or to the Work in any Task Order. Surety hereby waives California Civil Code 2845 and 2849. The City is the principal beneficiary of this Bond and has all rights of a party hereto. 276

13 IN WITNESS WHEREOF, this instrument has been duly executed by Principal and Surety, on the date set forth below, the name of each party being hereto affixed and these presents duly signed by its undersigned representative(s) pursuant to authority of its governing body.

Dated:

“Principal”

By:

Its: __________________________

By:

Its: __________________________

(Seal)

“Surety”

By:

Its: _________________________

By:

Its: _________________________

(Seal)

Note: This Bond must be executed in duplicate and dated, all signatures must be notarized, and evidence of the authority of any person signing as attorney-in-fact must be attached. The date of Bond must not be before the Contract’s Effective Date. Surety companies executing Bonds must appear on the Treasury Department’s most current list (Circular 570 as amended) and be authorized to transact business in the State of California.

277

14 Exhibit A

278

15 Exhibit B

SPECIAL PROVISIONS
1000-1 SCOPE AND DESCRIPTION OF WORK
The Contractor shall furnish all necessary labor, materials, tools & equipment, work signs, cones and/or traffic control equipment and other incidentals and appurtenant Work to provide and perform portland cement concrete sidewalk, curb and gutter and spandrel grinding services on an on-call basis as requested through Task Order. Work locations for this project will include public streets within the City of Oxnard's city limits. The City will provide the location to be repaired and each Task Order may consist of various repair locations.

The scope of Work shall include, but not be limited to:

1. Contractor shall grind sidewalk with a minimum vertical displacement of ½” and a maximum vertical displacement of up to 2" at various locations throughout the City.

2. Contractor shall perform grinding of sidewalks, curb, gutters, and spandrels at locations which have a maximum vertical displacement of up to 2". Locations which have vertical displacements in excess of 2" shall be noted and no grinding will be permitted. Each sidewalk grind of five (5) feet or less will be considered as one (1) location. This description is applicable to locations that require half of one sidewalk panel and half of the sidewalk panel adjacent to it to be ground so that the grind is a full sidewalk width. Vendor shall not grind City's displacements that are parallel to the sidewalk without prior approval of the City's Project Manager. Grinding of curbs, gutters and spandrels will be measured by the linear foot (LF). Gutter flowline channeling shall be 2” in width with a variable depth of up to 4” depending upon field conditions. The channel shall be constructed adjacent to the existing curb face. No water shall be used in the channeling process.

3. Contractor shall perform grinding with a dry -cutting scarifyer machine. Contractor shall ensure that the sidewalk surface on both sides of the transverse joint or crack has essentially the same texture (as determined by the City's Project Manager) and does not vary from a true plane enough to permit a 0.3 cm shim 10 cm wide to pass under a straightedge laid on the finished surfac e parallel with the centerline.

Contractor shall also ensure that the transverse slope of finished surface shall also be uniform. The sidewalk being ground down should be maintained at 2% or less cross-slope and 5% or less for a running slope.

4. The finished grinding shall be rectangular in shape without stray grinding marks. The adjacent concrete shall remain untouched by the grinding process. Width of the grind shall extend the entire width of the sidewalk.

5. Contractor shall not smooth or polish ground services and shall ensure these ground surfaces have a coefficient of friction of not less than 0.30, as determined by California Test 342.

279

16 6. Contractor shall pick up residue from grinding operations by means of a vacuum attachment to its equipment, which shall not be allowed to flow across the sidewalk or be left on the surface or surrounding landscape of the sidewalk. Contractor shall properly dispose of residue away from the job site and in accordance with City Project Manager's requirements and applicable laws and regulations.

7. Contractor shall ensure that the noise level created by the combined grinding operation shall not exceed 86 dba at a distance of 50' at right angles to the direction of travel.

8. A "location" is defined as one sidewalk joint that is a maximum of 5' wide.

9. Contractor shall supply monthly reports in Excel spreadsheet format in both print and electronic version, identifying street names and locations where Work has taken place.

The City will provide template for reporting for the Contractor to use. This report is due to the Project Manager by the first day of each month for Work performed during the prior month. Contractor shall also identify and provide photographs in the report any locations where it recommends additional Work may be needed.

1000-2 PAYMENT

All Work will be pre -approved by a Task Order issued by the Project Manager prior to starting Work. The Task Order shall include all materials, labor, and taxes. A separate invoice is required for each Task Order issued pursuant to the Contract.

Contractor shall only invoice for time spent at the locations of service. The City shall not pay for time spent en route to or traveling to acquire parts or supplies unless pre-approved by the Project Manager and included in the Task Order.

The unit cost of each item shall include all costs associated with the Work. Move in/move out of equipment shall be considered as a component of the contract unit price and no separate or additional compensation will be made. No per diem will be paid. No additional payment will be made for travel time to and from the job site.

280

CITY COUNCIL AGENDA REPORT

INFORMATION/CONSENT AGENDA
AGENDA ITEM NO. K.4

DATE: October 18, 2022

TO: City Council

FROM: Michael Wolfe, Public Works Director, (805) 385-8055, [email protected]

SUBJECT: Memorandum of Understanding and Caltrans Cooperative Agreements for the Village Specific Plan (Wagon Wheel) Berm/Flood Protection and U.S.101 Ventura Road Off-Ramp Projects.

RECOMMENDATION

That the City Council approve and authorize the following:

1. The Mayor to execute a Memorandum of Understanding with Oxnard CRFL Partners, LLC, for Caltrans Right of Way Improvements (Agreement No. A-8497);

2. The Mayor to execute Caltrans Cooperative Agreement 07-5237 for Berm Construction (Agreement No. A-8348); and

3. Adopt a Resolution Authorizing the Mayor to Execute forthcoming Caltrans Cooperative Agreement 07-5238 for U.S. 101 Exit 63A Off-Ramp Construction (Agreement No. A-8349).

(Public Works and Transportation Committee approved 3-0.)

BACKGROUND

Oxnard CRFL Partners, LLC, (Developer) is the owner of and is developing real property in the City known as The Village Specific Plan (Wagon Wheel), located near the northwestern edge of the City. The development is bounded by Highway 101 to the north; Oxnard Boulevard to the east; the Union Pacific railroad and El Rio drain to the south; and North Ventura Road to the west.

The City and Developer entered into Development Agreement No. A-7122, dated January 27, 2009, First Amendment to Development Agreement, dated July 28, 2015, and Second Amendment to Development Agreement, dated December 1, 2020 and recorded on March 30, 2021.

The City approved Planning and Zoning Permit 19-300-01, pursuant to Resolution No. 15,396, subject to conditions of approval. Condition 117 provides that the Developer shall construct flood protection improvements along the Project’s Ventura Road frontage to provide protection from flooding by the Santa Clara River. Condition 193 provides that Developer shall design and re-construct the Highway 101 off-ramp for a right turn only movement in compliance with Caltrans’ approval concurrent with design and construction of Wagon Wheel Road from Cactus Drive to Ventura Road (i.e., Exit 63A Ventura Road).

Both the berm/flood protection and the off-ramp improvements are located in the State right of way.

DISCUSSION

Early in the Developer’s process to perform work in the State right of way, the City provided assistance to secure State encroachment permits. However, Caltrans deemed the work as “complex” when the design evolved to include future right of way relinquishment to the City. As a result, Caltrans requires a Cooperative Agreement for each improvement. Since 281
Caltrans does not execute Cooperative Agreements with private developers, the City is identified as the implementing agency, however the City is not responsible for funding these improvements, they are conditioned to the Developer.

Three-party Cooperative Agreements were considered, however Caltrans does not allow that mechanism. Therefore, in order to clarify the Developers role, which is silent in the Cooperative Agreements, the City prepared the Memorandum of Understanding (MOU), A-8497.

In addition to recitals and indemnification clauses, MOU A-8497 covers City responsibilities, some of which include being the signatory for the: freeway maintenance agreement (completed April 6, 2022), right of way certification, utility policy certification, and encroachment permits. The MOU also indicates the City will obtain Caltrans’ relinquishment of right of way. Staff will return to Council to obtain approval for the relinquishment, which is anticipated to be located south of the U.S. 101 freeway and beyond the relocated off-ramp termination (exhibit attached).

MOU A-8497 further covers the Developer’s responsibilities, some of which include: hazardous material initial site investigation and decision documents; right of way engineering, identification of utility relocation, abandonment, protect- in-place measures, requests for information, reports of investigation, notices to utility owners and utility agreements; drafting encroachment permit applications; compliance with applicable environmental requirements; preparation of the Construction Plans, Specifications & Estimates including coordination with Caltrans’ design oversight unit to obtain Caltrans’ concurrence with plans; perform bidding, advertising, construction, construction management, and deliverance to the City of final drawings and as-built plans.

The Developer shall refer to the Caltrans Cooperative Agreements and Caltrans policies and guidance when designing and constructing work on the State Highway System. Both Cooperative agreements are nearly identical, except for the description of the scope.

Cooperative Agreement 07-5237/A-8348 covers the berm/flood wall construction, which begins approximately 60’ beyond the Ventura Road off-ramp in the landscaped right shoulder of U.S. 101 and extends beyond Wagon Wheel Road into the development. Work includes planted vegetation; installation of fencing, landscaping, and irrigation; and abandonment of existing utilities. This agreement has been approved by Caltrans Headquarters and is attached for signature.

Cooperative Agreement 07-5238/A-8349 covers the Ventura Road Exit 63A off-ramp, which currently includes two traffic signals. Work is expected to include modification of the off-ramp geometry, removal of the first signal, replaced with stop-controlled signage, conversion of existing two-way traffic from the off-ramp to Ventura Road to one-way, and traffic signal and intersection improvements at Ventura Road.

This agreement is pending approval by Caltrans Headquarters. It is anticipated to be the same template as the berm/flood wall agreement, with only the scope changing from berm to off-ramp work. Adopting the Resolution to execute the agreement when it is approved by Caltrans, rather than staff returning to Council, will eliminate delay to obtaining the Caltrans encroachment permit, which is a requirement before construction begins. The Developer’s schedule is to begin the berm construction as soon as possible as it is connected to the larger flood control project and civil and building permits for lots 2, 3, and 6.

Upon receipt of the final agreement, the City Attorney will review and if any material or significant changes are identified, staff will return to Council for review and approval. If there are no revisions or they are deemed immaterial by the City Attorney, staff is requesting adoption of the Resolution for the Mayor to execute the finalized agreement. The draft is attached.

STRATEGIC PRIORITIES

This agenda item supports the Infrastructure and Natural Resources strategy. The purpose of the Infrastructure and Natural Resources strategy is to preserve and improve our roads, utilities, parks, trees, water supply and natural resources through effective planning, prioritization, and an equitable and efficient use of available funding.

FINANCIAL IMPACT

282
There are no direct fiscal impacts with the recommended actions.

COMMITTEE OUTCOME

The Public Works and Transportation Committee approved 3-0 on September 27, 2022 to approve the staff recommendation and to forward the item for Council approval.

Prepared by: Debbie O'Leary, Transportation Planner, Tatiana Arnaout, City Engineer

ATTACHMENTS

1. Memorandum of Understanding (A-8497)

2. Caltrans Cooperative Agreement 07-5237 (A-8348) v. 2

3. Draft Caltrans Cooperative Agreement 07-5238 (A-8349)

4. Right of Way Exhibit

5. Resolution
283
Agreement No. A-8497

MEMORANDUM OF UNDERSTANDING
______________________

CALTRANS RIGHT-OF-WAY IMPROVEMENTS
_______________________
This Memorandum of Understanding (“MOU”) is entered into effective October 18, 2022, by and between the City of Oxnard, a municipal corporation of the State of California (“City”), and Oxnard CRFL Partners, LLC, a Delaware limited liability company (“Developer”). The City and Developer (individually, “Party,” and collectively, “Parties”) agree that the following Recitals are a substantive part of the MOU, and further agree to the terms and conditions set forth herein:

RECITALS
A. Developer is the owner of and is developing real property located in the City known as The Village Specific Plan (Wagon Wheel), located near the northwestern edge of the City, and bounded by Highway 101 to the north; Oxnard Boulevard to the east; the Union Pacific railroad and El Rio drain to the south; and North Ventura Road to the west (“Project”).

B. The City and Developer entered into a Development Agreement No. A-7122, dated January 27, 2009 and recorded on March 10, 2009 (“DA”), in order to achieve the mutually beneficial development of the Project. The DA was subsequently amended by that certain First Amendment to Development Agreement, dated July 28, 2015 and recorded on August 1, 2015.

The DA was amended further by that certain Second Amendment to Development Agreement, dated December 1, 2020 and recorded on March 30, 2021.

C. Pursuant to Resolution No. 15,396, the City approved the Planning and Zoning Permit 19-300-01 (Revision to TTM No. 5745), subject to conditions of approval contained therein. Condition 117 provides that Developer shall construct flood protection improvements along the Project’s Ventura Road frontage to provide protection from flooding by the Santa Clara River. Condition 193 provides that Developer shall design and re-construct the Highway 101 off- ramp for a right turn only movement in compliance with Caltrans’ approval concurrent with design and construction of Wagon Wheel Road from Cactus Drive to Ventura Road (i.e., Exit 63A Ventura Road).

D. The flood protection improvements and the off-ramp improvements located in the Caltrans’ right-of-way along Highway 101 require two separate encroachment permits issued by Caltrans. In 2018, the City agreed to serve as the permit applicant, for both permits, during the Caltrans encroachment permit process.

E. At Caltrans’ request, the City intends to enter into two Cooperative Agreements with Caltrans for improvements to the State highway system. Agreement 07-5237/A-8348 covers berm/flood wall construction over Caltrans Old Wagon Wheel Road and planted vegetation; installation of fencing, landscaping, and irrigation; and abandonment of existing utilities.

Agreement 07-5238/A-8349 covers off-ramp and traffic signal modification at the Old Wagon Wheel Road and Ventura Road. The Cooperative Agreements identify the City as the project 284
Agreement No. A-8497

sponsor and implementing agency. However, the City is not responsible for funding these improvements and Developer shall refer to the Caltrans Cooperative Agreements and Caltrans policies and guidance when designing and constructing work on the State Highway System.

F. The Parties intend this MOU to clarify the City’s role in implementing the improvements within Caltrans’ right-of-way.

NOW THEREFORE, in consideration of the mutual promises set forth in this MOU, the Parties agree as follows:

ROLES AND RESPONSIBILITIES

1.City Responsibilities.

A. The City will, and has, entered into a freeway maintenance agreement with Caltrans, which will provide maintenance of such improvements permanently or until such time as Caltrans assumes full maintenance responsibilities.

B. The City will enter into Caltrans Cooperative Agreement – Berm/Floodwall 07-5237/A-8348.

C. The City will enter into Caltrans Cooperative Agreement – Offramp at Exit 63A 07-5238/A-8349.

D. The City will be the signatory for the Final Right of Way Certification and the Utility Policy Certification.

E. The City will provide authorization for Developer to submit Caltrans encroachment permit(s). The City will serve as the permit applicant on such permit(s).

F. The City will provide comments on 65%, 95%, and 100% Plans, Specifications & Estimates (PS&E).

G. The City will obtain Caltrans’ relinquishment of right-of-way to City.

2.Developer Responsibilities.

A. The Developer shall provide the Hazardous Material Initial Site Investigation and the Hazardous Material Decision Documents.

B. With respect to right-of-way engineering, the Developer shall identify utility relocation, abandonment, and protect-in-place measures, and prepare, as applicable, Requests for Information (RFI), Reports of Investigation (ROI), Notices to Owner (NTO), and Utility Agreements.

C. The Developer shall prepare and submit to Caltrans the encroachment permit applications and attachments. The City will serve as the permit applicant on such permit(s).
285
Agreement No. A-8497

D. The Developer shall comply with applicable CEQA/NEPA environmental requirements.

E. The Developer shall coordinate with Caltrans’ design oversight unit (via QMA process), conduct Project development team meetings, and obtain Caltrans’ concurrence with plans.

F. The Developer shall prepare the Construction Plans, Specifications & Estimates (PS&E).

G. The Developer shall perform the bidding, advertising, construction, and construction management.

H. The Developer shall provide the City with the final drawings and as-built plans.

F. The Developer shall be responsible for funding the improvements, including but not limited to design and construction work on the State Highway System associated with the site.

GENERAL PROVISIONS

3.Further Assurances. The Parties shall execute all documents and instruments, and take all actions reasonably necessary or appropriate to carry out the purpose and intent of this MOU.

The City and Developer shall each use reasonable efforts to cooperate fully with the other with respect to the matters covered by this MOU.

4.Notice. Any notice, request, demand, or other communication given or required to be given or delivered by this Agreement shall be in writing and shall be deemed given: (a) upon delivery if delivered by e-mail, provided such delivery is evidenced by electronic confirmation of delivery to the noticed party; (b) as of the first business day after delivery to an overnight delivery service; or (c) as of the second business day after mailing by United States mail, postage paid, by certified or registered mail, return receipt requested, correctly addressed to the Parties as follows:

CITY:

City of Oxnard
305 West Third Street, East Wing
Oxnard, CA 93030
Attn: Tatiana Arnaout
Email: [email protected]
DEVELOPER:

Oxnard CRFL Partners, LLC
64 Maxwell
Irvine, CA 92618
Attn: Carl Renezeder
Email:[email protected]
Or, to such other address or person as a Party may designate to the other from time-to-time in the manner set forth herein.
286
Agreement No. A-8497

5.Indemnification.

5.1. Neither City nor any officer or employee thereof is responsible for any injury, damage or liability occurring or arising by reason of anything done or omitted to be done by Developer under or in connection with any work or authority delegated to Developer under this MOU. Developer shall fully defend, indemnify, and hold harmless City, its officers and employees, from all claims, suits or actions of every name, kind and description brought for or on account of injury occurring by reason of anything done or omitted to be done by Developer under or in connection with any work or authority delegated to Developer under this MOU.

5.2. Neither Developer nor any officer or employee thereof is responsible for any injury, damage or liability occurring or arising by reason of anything done or omitted to be done by City under or in connection with any work or authority delegated to City under this MOU. City shall fully defend, indemnify, and hold harmless Developer, its officers and employees, from all claims, suits or actions of every name, kind and description brought for or on account of injury occurring by reason of anything done or omitted to be done by City under or in connection with any work or authority delegated to City under this MOU.

6.No Third Party Rights; Successors and Assigns. Nothing in this MOU shall be construed to give any rights or benefits to anyone other than the City and the Developer. This MOU shall inure to the benefit of, and bind, the Parties and their respective heirs, executors, administrators, successors, and assigns.

7.Entire Agreement. This MOU represents the entire understanding of the Parties as to those matters contained herein, and supersedes any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. This MOU may be modified by the Parties only by written agreement by the Parties.

8.Counterparts. This MOU may be executed in counterparts, a complete set of which shall be deemed to be an original and all of which together shall comprise but a single instrument.

Signatures may be given via e-mail transmission and shall be deemed given as of the date of the transmission of this MOU by e-mail to the other party.

IN WITNESS WHEREOF, the Parties have caused their duly authorized representatives to execute this MOU as of the date set forth above.

CITY OF OXNARD OXNARD CRFL PARTNERS, LLC
By__________________________________
Signature
_____________________________________
Name
_____________________________________
Title
By__________________________________
Signature
__________________________________
Name
__________________________________
Title
287
Agreement No. A-8497

288
Agreement 07-5237
Project No. 0721000133
EA 37710
07-VEN-101-R23.057
Project Development Agreement 2017-02-17 (Created April 15, 2021) 1

COOPERATIVE AGREEMENT COVER SHEET
Work Description

BERM CONSTRUCTION OVER CALTRANS OLD WAGON WHEEL ROAD AND PLANTED VEGETATION; INSTALLATION OF FENCING, LANDSCAPING, AND IRRIGATION; ABANDONMENT/DISPOSAL OF EXISTING UTILITIES; AND PROTECTION OF EXISTING

AT&T LINES
Contact Information

CALTRANS
Dan Tran, Project Manager
100 South Main Street
Los Angeles, CA 90012
Office Phone: (213) 760-6818
Mobile Phone: (213)760-7149
Email: [email protected]

CITY OF OXNARD
Tatiana Arnaout, City Engineer
305 West 3rd Street
Oxnard, CA 93030
Office Phone: (805) 385-8341
Email: [email protected]
289
Cover Sheet AGREEMENT 07-5237
Project No. 0721000133
Project Development Agreement 2017-02-17 (Created April 15, 2021) 2 Table of Contents
COOPERATIVE AGREEMENT 1
RECITALS 1
RESPONSIBILITIES 3
Sponsorship 3
Implementing Agency 3
Funding 4
CALTRANS’ Quality Management 4
CEQA Lead Agency 5
Environmental Permits, Approvals and Agreements 5
Project Approval and Environmental Document (PA&ED) 6
California Environmental Quality Act (CEQA) 6
Plans, Specifications, and Estimate (PS&E) 8
RIGHT-OF-WAY 8
CONSTRUCTION 10
Schedule 14
Additional Provisions 14
Standards 14
Qualifications 14
Consultant Selection 15
Encroachment Permits 15
Protected Resources 15
Disclosures 15
Hazardous Materials 16
Claims 17
Interruption of Work 18
Penalties, Judgements and Settlements 18
Project Files 18
GENERAL CONDITIONS 18
Venue 18
Exemptions 19
Indemnification 19
Non-parties 19
Ambiguity and Performance 20
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Dispute Resolution 20
Prevailing Wage 21
SIGNATURES 22
CLOSURE STATEMENT 3

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COOPERATIVE AGREEMENT
This AGREEMENT, executed on and effective from _______________________________, is between the State of California, acting through its Department of Transportation, referred to as CALTRANS, and:

City of Oxnard, a body politic and municipal corporation or chartered city of the State of California, referred to hereinafter as CITY.

An individual signatory agency in this AGREEMENT is referred to as a PARTY. Collectively, the signatory agencies in this AGREEMENT are referred to as PARTIES.

RECITALS

1. PARTIES are authorized to enter into a cooperative agreement for improvements to the State Highway System per the California Streets and Highways Code, Sections 114 and 130.

2. For the purpose of this AGREEMENT, constructing earthen berm at Old Wagon Wheel Road and planting vegetation; installation of fencing, landscaping, and irrigation; abandonment/disposal of existing utilities; and protection of existing AT&T lines will be referred to hereinafter as PROJECT. The PROJECT scope of work is defined in the project initiation and approval documents (Design Engineering Evaluation Report).

3. All obligations and responsibilities assigned in this AGREEMENT to complete the following PROJECT COMPONENTS will be referred to hereinafter as WORK:
● PROJECT APPROVAL AND ENVIRONMENTAL DOCUMENT (PA&ED)
● PLANS, SPECIFICATIONS, AND ESTIMATE (PS&E)
● RIGHT-OF-WAY
● CONSTRUCTION
Each PROJECT COMPONENT is defined in the CALTRANS Workplan Standards Guide as a distinct group of activities/products in the project planning and development process. 292
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4. The term AGREEMENT, as used herein, includes this document and any attachments, exhibits, and amendments.

This AGREEMENT is separate from and does not modify or replace any other cooperative agreement or memorandum of understanding between the PARTIES regarding the PROJECT.

PARTIES intend this AGREEMENT to be their final expression that supersedes any oral understanding or writings pertaining to the WORK. The requirements of this AGREEMENT will preside over any conflicting requirements in any documents that are made an express part of this AGREEMENT.

If any provisions in this AGREEMENT are found by a court of competent jurisdiction to be, or are in fact, illegal, inoperative, or unenforceable, those provisions do not render any or all other AGREEMENT provisions invalid, inoperative, or unenforceable, and those provisions will be automatically severed from this AGREEMENT.

Except as otherwise provided in the AGREEMENT, PARTIES will execute a written amendment if there are any changes to the terms of this AGREEMENT.

PARTIES agree to sign a CLOSURE STATEMENT to terminate this AGREEMENT. However, all indemnification, document retention, audit, claims, environmental commitment, legal challenge, maintenance and ownership articles will remain in effect until terminated or modified in writing by mutual agreement or expire by the statute of limitations.

5. No PROJECT deliverables have been completed prior to this AGREEMENT.

6. CITY has expressed its interest in acquiring the Wagon Wheel Road and PARTIES will draft and execute a separate Relinquishment Agreement prior completion of PS&E WORK.

7. In this AGREEMENT capitalized words represent defined terms, initialisms, or acronyms.

8. PARTIES hereby set forth the terms, covenants, and conditions of this AGREEMENT. 293
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RESPONSIBILITIES
Sponsorship

9. A SPONSOR is responsible for establishing the scope of the PROJECT and securing the financial resources to fund the WORK. A SPONSOR is responsible for securing additional funds when necessary or implementing PROJECT changes to ensure the WORK can be completed with the funds obligated in this AGREEMENT.

PROJECT changes, as described in the CALTRANS Project Development Procedures Manual, will be approved by CALTRANS as the owner/operator of the State Highway System.

10. CITY is the SPONSOR for the WORK in this AGREEMENT.

Implementing Agency

11. The IMPLEMENTING AGENCY is the PARTY responsible for managing the scope, cost, schedule, and quality of the work activities and products of a PROJECT COMPONENT. ● CITY is the Project Approval and Environmental Document (PA&ED) IMPLEMENTING AGENCY.

PA&ED includes the completion of the Final Environmental Document and the Project Report (documenting the project alternative selection).
● CITY is the Plans, Specifications, and Estimate (PS&E) IMPLEMENTING AGENCY.

PS&E includes the development of the plans, specifications, and estimate; obtaining any resource agency permits; and the advertisement/award of the construction contract. ● CITY is the RIGHT OF WAY IMPLEMENTING AGENCY
RIGHT OF WAY includes coordination with utility owners for the protection, removal, or relocation of utilities; the acquisition of right-of-way interests; and post-construction work such as right-of-way monumentation/recordation, relinquishments/vacations, and excess land transactions. The RIGHT OF WAY component budget identifies the capital costs of right-of- way acquisition (RIGHT-OF-WAY CAPITAL) and the cost of the staff work in support of the acquisition (RIGHT-OF-WAY SUPPORT).
● CITY is the CONSTRUCTION IMPLEMENTING AGENCY.
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CONSTRUCTION includes construction contract administration, surveying/staking, inspection, quality assurance, and assuring regulatory compliance. The CONSTRUCTION component budget identifies the capital costs of the construction contract/furnished materials (CONSTRUCTION CAPITAL) and the cost of the staff work in support of the construction contract administration (CONSTRUCTION SUPPORT).

12. CITY will provide a Quality Management Plan (QMP) for the WORK in every PROJECT COMPONENT that they are the IMPLEMENTING AGENCY of. The QMP describes the IMPLEMENTING AGENCY’s quality policy and how it will be used. The QMP will include a process for resolving disputes between the PARTIES at the team level. The QMP is subject to CALTRANS review and approval.

13. Any PARTY responsible for completing WORK will make its personnel and consultants that prepare WORK available to help resolve WORK-related problems and changes for the entire duration of the PROJECT including PROJECT work that may occur under separate agreements.

Funding

14. The WORK does not use funds administered by CALTRANS. PARTIES will amend this AGREEMENT should this condition change.

15. Each PARTY is responsible for the costs they incur in performing the WORK.

CALTRANS’ Quality Management

16. CALTRANS, as the owner/operator of the State Highway System (SHS), will perform quality management work including Quality Management Assessment (QMA), environmental document quality control, and owner/operator approvals for the portions of WORK within the existing and proposed SHS right-of-way.

17. CALTRANS’ Quality Management Assessment (QMA) efforts are to ensure that CITY's quality assurance results in WORK that is in accordance with the applicable standards and the PROJECT’s quality management plan (QMP). QMA does not include any efforts necessary to develop or deliver WORK or any validation by verifying or rechecking WORK.

When CALTRANS performs QMA, it does so for its own benefit. No one can assign liability to CALTRANS due to its QMA.

18. CALTRANS, as the owner/operator of the State Highway System, will approve WORK products in accordance with CALTRANS policies and guidance and as indicated in this AGREEMENT. 295
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19. Per National Environmental Policy Act (NEPA) assignment and California Environmental Quality Act (CEQA) statutes, CALTRANS will perform environmental document quality control and NEPA assignment review procedures for environmental documentation. CALTRANS quality control and quality assurance procedures for all environmental documents are described in the Standard Environmental Reference, NEPA Assignments memorandums, available at https://dot.ca.gov/programs/environmental-analysis/standard-environmental-reference-ser, https://dot.ca.gov/-/media/dot-media/programs/environmental-analysis/documents/ser/nepa- recordretention-policy-final-ally.pdf. This includes the independent judgement analysis and determination under CEQA that the environmental documentation meets CEQA requirements.

20. CITY will provide WORK-related products and supporting documentation upon CALTRANS’ request for the purpose of CALTRANS’ quality management work.

21. CITY, including any employee, agent, consultant or sub-consultant retained by the CITY, shall implement uniform document control policies necessary to retain all records and electronically stored information associated with the WORK, including but not limited to those records identified in California Public Resources Code, Section 21167.6, and including email and attachments, in a manner consistent with the CALTRANS Uniform Filing System and the “Final Caltrans Environmental Records Retention Policy”, available at https://dot.ca.gov/-/media/dot- media/programs/environmental-analysis/documents/nepa-recordretention-policy-final- a11y.pdf. These records, along with an index of the records, shall be provided to CALTRANS within 60 days of CALTRANS’ written request.

22. The cost of CALTRANS’ quality management work is to be borne by CALTRANS.

CEQA Lead Agency

23. CALTRANS is the CEQA Lead Agency for the PROJECT.

Environmental Permits, Approvals and Agreements

24. CITY will comply with the commitments and conditions set forth in the environmental documentation, environmental permits, approvals, and applicable agreements as those commitments and conditions apply to CITY's responsibilities in this AGREEMENT.

25. Unless otherwise assigned in this AGREEMENT, the IMPLEMENTING AGENCY for a PROJECT COMPONENT is responsible for all PROJECT COMPONENT WORK associated with coordinating, obtaining, implementing, renewing, and amending the PROJECT permits, agreements, and approvals whether they are identified in the planned project scope of work or become necessary in the course of completing the PROJECT. 296
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26. It is expected that the PROJECT requires the following environmental permits/approvals:

ENVIRONMENTAL PERMITS/REQUIREMENTS
South Coast Air Quality Management District

Project Approval and Environmental Document (PA&ED)

27. As the PA&ED IMPLEMENTING AGENCY, CITY is responsible for all PA&ED WORK except those activities and responsibilities that are assigned to another PARTY and those activities that are excluded under this AGREEMENT.

28. CALTRANS will be responsible for completing the following PA&ED activities:

CALTRANS Work Breakdown Structure Identifier (If Applicable) 100.10.10.xx Quality Management
175.20 Project Preferred Alternative
180.10.05.05.xx CEQA Lead Final Env. Doc QA/QC and Approval 180.15.10 Notice of Exemption (CEQA)

29. Any PARTY preparing environmental documentation, including studies and reports, will ensure that qualified personnel remain available to help resolve environmental issues and perform any necessary work to ensure that the PROJECT remains in environmental compliance.

30. CITY will provide written notice of the initiation of environmental studies to the CEQA Lead Agency prior to completing any other PA&ED phase work.

California Environmental Quality Act (CEQA)

31. Environmental documentation will be prepared in compliance with the California Public Resources Code §§ 21080.3.1(d)(e). CALTRANS will provide, and CITY will use, a letter template and a list of California Native American tribes requesting notification if necessary. CITY will prepare consultation documentation for CALTRANS’ signature and transmittal in compliance with the statutorily required time frames, if necessary.
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32. The CEQA Lead Agency will determine the type of CEQA documentation and will cause that documentation to be prepared in accordance with CEQA requirements.

33. Any PARTY involved in the preparation of CEQA documentation will prepare the documentation to meet CEQA requirements and follow the CEQA Lead Agency’s standards that apply to the CEQA process.

34. Any PARTY preparing any portion of the CEQA documentation, including any studies and reports, will submit that portion of the documentation to the CEQA Lead Agency for review, comment, and approval at appropriate stages of development prior to public availability.

35. CITY will submit CEQA-related public notices to CALTRANS for review, comment, and approval prior to publication and circulation.

36. CITY will submit all CEQA-related public meeting materials to the CEQA Lead Agency for review, comment, and approval at least ten (10) working days prior to the public meeting date.

If the CEQA Lead Agency makes any changes to the materials, then the CEQA Lead Agency will allow CITY to review, comment, and concur on those changes at least three (3) working days prior to the public meeting date.

37. The CEQA Lead Agency has final approval authority over all CEQA documentation.

38. The CEQA Lead Agency will attend all CEQA-related public meetings.

39. If a PARTY who is not the CEQA Lead Agency holds a public meeting about the PROJECT, that PARTY must clearly state its role in the PROJECT and the identity of the CEQA Lead Agency on all meeting publications. All meeting publications must also inform the attendees that public comments collected at the meetings are not part of the CEQA public review process.

That PARTY will submit all meeting advertisements, agendas, exhibits, handouts, and materials to the CEQA Lead Agency for review, comment, and approval at least ten (10) working days prior to publication or use. If that PARTY makes any changes to the materials, it will allow the CEQA Lead Agency to review, comment on, and approve those changes at least three (3) working days prior to the public meeting date.

The CEQA Lead Agency maintains final editorial control with respect to text or graphics that could lead to public confusion over CEQA-related roles and responsibilities. 298
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Plans, Specifications, and Estimate (PS&E)

40. As the PS&E IMPLEMENTING AGENCY, CITY is responsible for all PS&E WORK except those activities and responsibilities that are assigned to another PARTY and those activities that are excluded under this AGREEMENT.

41. CALTRANS will be responsible for completing the following PS&E activities:

CALTRANS Work Breakdown Structure Identifier (If Applicable) 100.15.10.xx Quality Management

42. CITY will prepare Utility Conflict Maps identifying the accommodation, protection, relocation, or removal of any existing utility facilities that conflict with construction of the PROJECT or that violate CALTRANS’ encroachment policy.

CITY will provide CALTRANS a copy of Utility Conflict Maps for CALTRANS' concurrence prior to issuing the Notices to Owner and executing the utility agreement. All utility conflicts will be addressed in the PROJECT plans, specifications, and estimate.

43. CITY will determine the cost to positively identify and locate, accommodate, protect, relocate, or remove any utility facilities whether inside or outside the State Highway System right-of-way in accordance with federal and California laws and regulations, and CALTRANS’ policies, procedures, standards, practices, and applicable agreements including but not limited to Freeway Master Contracts.

RIGHT-OF-WAY

44. As the RIGHT-OF-WAY IMPLEMENTING AGENCY, CITY is responsible for all RIGHT-OF- WAY WORK except those activities and responsibilities that are assigned to another PARTY and those activities that are excluded under this AGREEMENT. 299
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45. CALTRANS will be responsible for completing the following RIGHT-OF-WAY activities:

CALTRANS Work Breakdown Structure Identifier (If Applicable) 100.25.10.xx Quality Management

46. The selection of personnel performing RIGHT-OF-WAY WORK will be in accordance with federal and California laws and regulations, and CALTRANS’ policies, procedures, standards, practices, and applicable agreements.

47. CITY will make all necessary arrangements with utility owners for the timely accommodation, protection, relocation, or removal of any existing utility facilities that conflict with construction of the PROJECT or that violate CALTRANS’ encroachment policy.

48. CITY will provide CALTRANS a copy of conflict maps, relocation plans, proposed notices to owner, reports of investigation, and utility agreements (if applicable) for CALTRANS' concurrence prior to issuing the notices to owner and executing the utility agreement. All utility conflicts will be fully addressed prior to Right-of-Way Certification and all arrangements for the protection, relocation, or removal of all conflicting facilities will be completed prior to construction contract award and included in the PROJECT plans, specifications, and estimate.

49. CITY will provide a land surveyor licensed in the State of California to be responsible for surveying and right-of-way engineering. All survey and right-of-way engineering documents will bear the professional seal, certificate number, registration classification, expiration date of certificate, and signature of the responsible surveyor.

50. Acquisition of right-of-way will not occur prior to the approval of the environmental document without written approval from the CEQA Lead Agency.

51. CITY will hear and adopt Resolutions of Necessity when authorized to do so by law or will work with local agencies having jurisdiction and authorized under the law to hear and adopt Resolutions of Necessity.

CITY will conduct and document Condemnation Evaluation Meetings and Condemnation Panel Review Meetings as required in accordance with CALTRANS policy and guidance. CALTRANS will be notified in advance of any Condemnation Evaluation Meetings and Condemnation Panel Review Meetings.

52. If CITY acquires any right-of-way to be incorporated into the State Highway System, CITY will first acquire in its own name.
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No right-of-way will be acquired in CALTRANS' name.

Title to the State Highway System right-of-way will ultimately be vested in the State.

CALTRANS’ acceptance of title will occur after the Right-of-Way Closeout activities are complete.

53. CITY will utilize a public agency currently qualified by CALTRANS or a properly licensed consultant for all RIGHT-OF-WAY activities. A qualified right-of-way agent will administer all right-of-way consultant contracts.

CITY will submit a draft Right-of-Way Certification to CALTRANS six weeks prior to the scheduled Right-of-Way Certification milestone date for review.

54. CITY will submit a final Right-of-Way Certification to CALTRANS for approval prior to the advertising the construction contract. Physical and legal possession of the right-of-way must be completed prior to advertising the construction contract unless PARTIES mutually agree to other arrangements in writing.

55. CALTRANS’ acceptance of right-of-way title is subject to review of an Updated Preliminary Title Report provided by CITY verifying that the title is free of all encumbrances and liens. Upon acceptance, CITY will provide CALTRANS with a Policy of Title Insurance in CALTRANS’ name.

56. Right-of-way conveyances must be completed prior to WORK completion unless PARTIES mutually agree to other arrangements in writing.

CONSTRUCTION

57. As the CONSTRUCTION IMPLEMENTING AGENCY, CITY is responsible for all CONSTRUCTION WORK except those activities and responsibilities that are assigned to another PARTY and those activities that are excluded under this AGREEMENT.

58. CALTRANS will be responsible for completing the following CONSTRUCTION SUPPORT activities:

CALTRANS Work Breakdown Structure Identifier (If Applicable) 100.20.10.xx Quality Management

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59. CALTRANS will not issue an encroachment permit to CITY for construction work until the following conditions are met:
● CALTRANS accepts the final plans, specifications, and estimate ● CALTRANS accepts the Right-of-Way Certification
● Any new or amended maintenance agreements required for the WORK are executed.

60. CITY will require the construction contractor to furnish payment and performance bonds naming CITY as obligee, and CALTRANS as additional obligee, and to carry liability insurance in accordance with CALTRANS Standard Specifications.

61. CITY will advertise, open bids, award, and approve the construction contract in accordance with the California Public Contract Code and the California Labor Code. By accepting responsibility to advertise and award the construction contract, CITY also accepts responsibility to administer the construction contract.

62. CALTRANS will not issue an encroachment permit to CITY's construction contractor until CALTRANS accepts:
● The payment and performance bonds
● The CONSTRUCTION Quality Management Plan

63. The CONSTRUCTION Quality Management Plan (QMP) will describe how construction material verification and workmanship inspections will be performed at manufacturing sources and the PROJECT job-site. The construction material and Source Inspection QMP (SIQMP) are subject to review and approval by the State Materials Engineer.

CITY will provide a resident engineer and CONSTRUCTION SUPPORT staff that are independent of the construction contractor. The Resident Engineer will be a Civil Engineer, licensed in the State of California, who is responsible for construction contract administration activities.
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64. CALTRANS will review and concur with:
● Change Orders affecting public safety, public convenience, protected environmental resources, the preservation of property, all design and specification changes, and all major changes as defined in the CALTRANS Construction Manual. These Change Orders must receive written concurrence by CALTRANS prior to implementation.
● The Stormwater Pollution Prevention Plan (SWPPP) or the Water Pollution Control Plan (WPCP).

65. CITY will administer and process all construction contract claims pursuant to the requirements set forth under Public Contract Code, Section 9204. In addition, all public works claims of $375,000 or less shall be resolved in accordance with Public Contract Code Section 20104, et seq. and other applicable laws.

66. CITY is designated as the Legally Responsible Person pursuant to the Construction General Permit, State Water Resources Control Board (SWRCB) Order Number 2009-0009-DWQ, as defined in Appendix 5, Glossary, and assumes all roles and responsibilities assigned to the Legally Responsible Person as mandated by the Construction General Permit. CITY is required to comply with the CALTRANS MS4 National Pollutant Discharge Elimination System (NPDES) permit for all work within the State Highway System.

67. As the CONSTRUCTION IMPLEMENTING AGENCY, CITY is responsible for maintenance of the State Highway System (SHS) within the PROJECT limits as part of the construction contract until the following conditions are met:
● Any required maintenance agreements are executed for the portions of SHS for which relief of maintenance is to be granted.
● CALTRANS approves a request from CITY for relief from maintenance of the PROJECT or a portion thereof.

68. Upon WORK completion, ownership or title to all materials and equipment constructed or installed for the operations and/or maintenance of the State Highway System (SHS) within SHS right-of-way as part of WORK become the property of CALTRANS.

CALTRANS will not accept ownership or title to any materials or equipment constructed or installed outside SHS right-of-way.

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71. Within one hundred eighty (180) calendar days following the completion and acceptance of the PROJECT construction contract, CITY will furnish CALTRANS with a complete set of “As- Built” plans and Change Orders, including any changes authorized by CALTRANS, using an approved medium, such as a CD ROM, flash drive, File and in accordance with CALTRANS’ then current CADD User’s Manual (Section 4.3), Plans Preparation Manual, and CALTRANS practice.

The plans will have the Resident Engineer’s name, contract number, and construction contract acceptance date printed on each plan sheet, and with the Resident Engineer’s signature only on the title sheet. The As-Built plans will be in Microstation DGN format, version 8.0. In addition, CITY will provide one set of As-Built plans and addenda in TIFF format.

The submittal must also include all CALTRANS requested contract records, and land survey documents. The land survey documents include monument preservation documents and records of surveys prepared to satisfy the requirements of the California Land Surveyors Act (Business and Professions Code, Sections 8700 – 8805). Copies of survey documents and Records of Surveys filed in accordance with Business & Professions Code, Sections 8762 and 8771, will contain the filing information provided by the county in which filed.

Schedule

70. PARTIES will manage the WORK schedule to ensure the timely use of obligated funds, if applicable, and to ensure compliance with any environmental permits, right-of-way agreements, construction contracts, and any other commitments. PARTIES will communicate schedule risks or changes as soon as they are identified and will actively manage and mitigate schedule risks.

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Additional Provisions
Standards

71. PARTIES will perform all WORK in accordance with federal and California laws, regulations, and standards; Federal Highway Administration (FHWA) standards; and CALTRANS standards.

CALTRANS standards include, but are not limited to, the guidance provided in the:
● CADD Users’ Manual
● CALTRANS policies and directives
● Plans Preparation Manual
● Project Development Procedures Manual (PDPM)
● Workplan Standards Guide
● Standard Environmental Reference
● Highway Design Manual
● Right of Way Manual
● Construction Manual
● Construction Manual Supplement for Local Agency Resident Engineers ● Local Agency Structure Representative Guidelines
Qualifications

72. Each PARTY will ensure that personnel participating in WORK are appropriately qualified or licensed to perform the tasks assigned to them.

Consultant Selection

73. CITY will invite CALTRANS to participate in the selection of any consultants that participate in the WORK.
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Encroachment Permits

74. CALTRANS will issue, upon proper application, the encroachment permits required for WORK within State Highway System (SHS) right-of-way. CITY, their contractors, consultants, agents and utility owners will not work within the SHS right-of-way without an encroachment permit issued in their name. CALTRANS will provide encroachment permits to CITY, their contractors, consultants, and agents at no cost. CALTRANS will provide encroachment permits to utility owners at no cost. If the encroachment permit and this AGREEMENT conflict, the requirements of this AGREEMENT will prevail.

75. The IMPLEMENTING AGENCY for a PROJECT COMPONENT will coordinate, prepare, obtain, implement, renew, and amend any encroachment permits needed to complete the WORK.

Protected Resources

76. If any PARTY discovers unanticipated cultural, archaeological, paleontological, or other protected resources during WORK, all WORK in that area will stop and that PARTY will notify all PARTIES within 24 hours of discovery. WORK may only resume after a qualified professional has evaluated the nature and significance of the discovery and CALTRANS approves a plan for its removal or protection.

Disclosures

77. PARTIES will hold all administrative drafts and administrative final reports, studies, materials, and documentation relied upon, produced, created, or utilized for the WORK in confidence to the extent permitted by law and where applicable, the provisions of California Government Code, Section 6254.5(e) will protect the confidentiality of such documents in the event that said documents are shared between PARTIES.

PARTIES will not distribute, release, or share said documents with anyone other than employees, agents, and consultants who require access to complete the WORK without the written consent of the PARTY authorized to release them, unless required or authorized to do so by law.

78. If a PARTY receives a public records request pertaining to the WORK, that PARTY will notify PARTIES within five (5) working days of receipt and make PARTIES aware of any disclosed public records.
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Hazardous Materials

79. HM-1 is hazardous material (including, but not limited to, hazardous waste) that may require removal and disposal pursuant to federal or state law, irrespective of whether it is disturbed by the PROJECT or not.

HM-2 is hazardous material (including, but not limited to, hazardous waste) that may require removal and disposal pursuant to federal or state law only if disturbed by the PROJECT.

The management activities related to HM-1 and HM-2, including and without limitation, any necessary manifest requirements and disposal facility designations are referred to herein as HM-1 MANAGEMENT and HM-2 MANAGEMENT respectively.

80. If HM-1 or HM-2 is found the discovering PARTY will immediately notify all other PARTIES.

81. CALTRANS, independent of the PROJECT, is responsible for any HM-1 found within the existing State Highway System right-of-way. CALTRANS will undertake, or cause to be undertaken, HM- 1 MANAGEMENT with minimum impact to the PROJECT schedule.

CALTRANS, independent of the PROJECT will pay, or cause to be paid, the cost of HM-1 MANAGEMENT related to HM-1 found within the existing State Highway System right-of-way.

82. CITY, independent of the PROJECT, is responsible for any HM-1 found within the PROJECT limits and outside the existing State Highway System right-of-way. CITY will undertake, or cause to be undertaken, HM-1 MANAGEMENT with minimum impact to the PROJECT schedule.

CITY, independent of the PROJECT, will pay, or cause to be paid, the cost of HM-1 MANAGEMENT for HM-1 found within the PROJECT limits and outside of the existing State Highway System right-of-way.

83. The CONSTRUCTION IMPLEMENTING AGENCY is responsible for HM‑2 MANAGEMENT within the PROJECT limits.
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CITY and CALTRANS will comply with the Soil Management Agreement for Aerially Deposited Lead Contaminated Soils (Soil Management Agreement) executed between CALTRANS and the California Department of Toxic Substances Control (DTSC). Under Section 3.2 of the Soil Management Agreement, CALTRANS and CITY each retain joint and severable liability for noncompliance with the provisions of the Soil Management Agreement. CITY will assume all responsibilities assigned to CALTRANS in the Soil Management Agreement during PROJECT COMPONENTS for which they are the IMPLEMENTING AGENCY except for final placement and burial of soil within the State right-of-way, per Section 4.5 of the Soil Management Agreement, which is subject to CALTRANS concurrence and reporting to DTSC which will be performed by CALTRANS.

84. CALTRANS’ acquisition or acceptance of title to any property on which any HM-1 or HM-2 is found will proceed in accordance with CALTRANS’ policy on such acquisition.

Claims

85. CITY may accept, reject, compromise, settle, or litigate claims of any consultants or contractors hired to complete WORK without concurrence from the other PARTY.

86. PARTIES will confer on any claim that may affect the WORK or PARTIES’ liability or responsibility under this AGREEMENT in order to retain resolution possibilities for potential future claims. No PARTY will prejudice the rights of another PARTY until after PARTIES confer on the claim.

87. If the WORK expends state or federal funds, each PARTY will comply with the Federal Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards of 2 CFR, Part 200. PARTIES will ensure that any for-profit consultant hired to participate in the WORK will comply with the requirements in 48 CFR, Chapter 1, Part 31. When state or federal funds are expended on the WORK these principles and requirements apply to all funding types included in this AGREEMENT.

88. If the WORK expends state or federal funds, each PARTY will undergo an annual audit in accordance with the Single Audit Act in the Federal Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards as defined in 2 CFR, Part 200.

89. When a PARTY reimburses a consultant for WORK with state or federal funds, the procurement of the consultant and the consultant overhead costs will be in accordance with the Local Assistance Procedures Manual, Chapter 10.
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Interruption of Work

90. If WORK stops for any reason, IMPLEMENTING AGENCY will place the PROJECT right-of- way in a safe and operable condition acceptable to CALTRANS.

91. If WORK stops for any reason, each PARTY will continue with environmental commitments included in the environmental documentation, permits, agreements, or approvals that are in effect at the time that WORK stops, and will keep the PROJECT in environmental compliance until WORK resumes.

Penalties, Judgements and Settlements

92. The cost of awards, judgements, fines, interest, penalties, attorney’s fees, and/or settlements generated by the WORK are considered WORK costs.

93. The cost of legal challenges to the environmental process or are considered WORK costs.

94. Any PARTY whose action or lack of action causes the levy of fines, interest, or penalties will indemnify and hold all other PARTIES harmless per the terms of this AGREEMENT.

Project Files

95. CITY will furnish CALTRANS with the Project History Files related to the PROJECT facilities on State Highway System within sixty (60) days following the completion of each PROJECT COMPONENT. CITY will assure that the Project History File is prepared and submitted in compliance with the Project Development Procedures Manual, Chapter 7. All material will be submitted neatly in a three-ring binder and in PDF format.

GENERAL CONDITIONS

96. All portions of this AGREEMENT, including the Recitals Section, are enforceable.

Venue

97. PARTIES understand that this AGREEMENT is in accordance with and governed by the Constitution and laws of the State of California. This AGREEMENT will be enforceable in the State of California. Any PARTY initiating legal action arising from this AGREEMENT will file and maintain that legal action in the Superior Court of the county in which the CALTRANS district office that is signatory to this AGREEMENT resides, or in the Superior Court of the county in which the PROJECT is physically located.
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Exemptions

98. All CALTRANS’ obligations under this AGREEMENT are subject to the appropriation of resources by the Legislature, the State Budget Act authority, programming and allocation of funds by the California Transportation Commission (CTC).

Indemnification

99. Neither CALTRANS nor any of its officers and employees, are responsible for any injury, damage, or liability occurring by reason of anything done or omitted to be done by CITY, its contractors, sub-contractors, and/or its agents under or in connection with any work, authority, or jurisdiction conferred upon CITY under this AGREEMENT. It is understood and agreed that CITY, to the extent permitted by law, will defend, indemnify, and save harmless CALTRANS and all of their officers and employees from all claims, suits, or actions of every name, kind, and description brought forth under, but not limited to, tortious, contractual, inverse condemnation, or other theories and assertions of liability occurring by reason of anything done or omitted to be done by CITY, its contractors, sub-contractors, and/or its agents under this AGREEMENT. 100. Neither CITY nor any of its officers and employees, are responsible for any injury, damage, or liability occurring by reason of anything done or omitted to be done by CALTRANS, its contractors, sub-contractors, and/or its agents under or in connection with any work, authority, or jurisdiction conferred upon CALTRANS under this AGREEMENT. It is understood and agreed that CALTRANS, to the extent permitted by law, will defend, indemnify, and save harmless CITY and all of their officers and employees from all claims, suits, or actions of every name, kind, and description brought forth under, but not limited to, tortious, contractual, inverse condemnation, or other theories and assertions of liability occurring by reason of anything done or omitted to be done by CALTRANS, its contractors, sub-contractors, and/or its agents under this AGREEMENT.

Non-parties
101. PARTIES do not intend this AGREEMENT to create a third party beneficiary or define duties, obligations, or rights for entities not signatory to this AGREEMENT. PARTIES do not intend this AGREEMENT to affect their legal liability by imposing any standard of care for fulfilling the WORK different from the standards imposed by law.
102. PARTIES will not assign or attempt to assign obligations to entities not signatory to this AGREEMENT without an amendment to this AGREEMENT.

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Ambiguity and Performance
103. Neither PARTY will interpret any ambiguity contained in this AGREEMENT against the other PARTY. PARTIES waive the provisions of California Civil Code, Section 1654.

A waiver of a PARTY’s performance under this AGREEMENT will not constitute a continuous waiver of any other provision.
104. A delay or omission to exercise a right or power due to a default does not negate the use of that right or power in the future when deemed necessary.

Defaults
105. If any PARTY defaults in its performance of the WORK, a non-defaulting PARTY will request in writing that the default be remedied within thirty (30) calendar days. If the defaulting PARTY fails to do so, the non-defaulting PARTY may initiate dispute resolution.

Dispute Resolution
106. PARTIES will first attempt to resolve AGREEMENT disputes at the PROJECT team level as described in the Quality Management Plan. If they cannot resolve the dispute themselves, the CALTRANS District Director and the Executive Officer of CITY will attempt to negotiate a resolution. If PARTIES do not reach a resolution, PARTIES’ legal counsel will initiate mediation.

PARTIES agree to participate in mediation in good faith and will share equally in its costs.

Neither the dispute nor the mediation process relieves PARTIES from full and timely performance of the WORK in accordance with the terms of this AGREEMENT. However, if any PARTY stops fulfilling its obligations, any other PARTY may seek equitable relief to ensure that the WORK continues.

Except for equitable relief, no PARTY may file a civil complaint until after mediation, or forty- five (45) calendar days after filing the written mediation request, whichever occurs first.

PARTIES will file any civil complaints in the Superior Court of the county in which the CALTRANS District Office signatory to this AGREEMENT resides or in the Superior Court of the county in which the PROJECT is physically located.
107. PARTIES maintain the ability to pursue alternative or additional dispute remedies if a previously selected remedy does not achieve resolution.
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Prevailing Wage
108. When WORK falls within the Labor Code § 1720(a)(1) definition of "public works" in that it is construction, alteration, demolition, installation, or repair; or maintenance work under Labor Code § 1771, PARTIES will conform to the provisions of Labor Code §§ 1720-1815, and all applicable provisions of California Code of Regulations, Title 8, Division 1, Chapter 8, Subchapter 3, Articles 1-7. PARTIES will include prevailing wage requirements in contracts for public work and require contractors to include the same prevailing wage requirements in all subcontracts.

Work performed by a PARTY’s own employees is exempt from the Labor Code's Prevailing Wage requirements.

If WORK is paid for, in whole or part, with federal funds and is of the type of work subject to federal prevailing wage requirements, PARTIES will conform to the provisions of the Davis- Bacon and Related Acts, 40 U.S.C. §§ 3141-3148.

When applicable, PARTIES will include federal prevailing wage requirements in contracts for public works. WORK performed by a PARTY’s employees is exempt from federal prevailing wage requirements.

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SIGNATURES
PARTIES are authorized to enter into this AGREEMENT and have delegated to the undersigned the authority to execute this AGREEMENT on behalf of the respective agencies and hereby covenants to have followed all the necessary legal requirements to validly execute this AGREEMENT.

The PARTIES acknowledge that executed copies of this AGREEMENT may be exchanged by facsimile or email, and that such copies shall be deemed to be effective as originals.

STATE OF CALIFORNIA

DEPARTMENT OF TRANSPORTATION

Gregory Farr
Acting Deputy District Director,
Program/Project Management

Verification of funds and authority:

Vickie Murphy
District Budget Manager

CITY OF OXNARD

John Zaragoza
Mayor

Attest:

_________________________________
Rose Chaparro
City Clerk

Approved as to form and procedure:

Stephen M. Fischer
City Attorney
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Project Development Agreement 2017-02-17 (Created April 15, 2021)1

DRAFT COOPERATIVE AGREEMENT COVER SHEET
Work Description

OFF-RAMP AND TRAFFIC SIGNAL MODIFICATION AT THE OLD WAGON WHEEL ROAD

AND VENTURA ROAD
Contact Information

CALTRANS
Dan Tran, Project Manager
100 South Main Street
Los Angeles, CA 90012
Office Phone: (213) 760-6818
Mobile Phone: (213)760-7149
Email: [email protected]

CITY OF OXNARD
Tatiana Arnaout, City Engineer
305 West 3rd Street
Oxnard, CA 93030
Office Phone: (805) 385-8341
Email: [email protected]
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Project Development Agreement 2017-02-17 (Created April 15, 2021)2 Table of Contents
COOPERATIVE AGREEMENT 1
RECITALS 1
RESPONSIBILITIES 3
Sponsorship 3
Implementing Agency 3
Funding 4
CALTRANS’ Quality Management 4
CEQA Lead Agency 5
Environmental Permits, Approvals and Agreements 5
Project Approval and Environmental Document (PA&ED) 6
California Environmental Quality Act (CEQA) 6
Plans, Specifications, and Estimate (PS&E) 8
RIGHT-OF-WAY 8
CONSTRUCTION 10
Schedule 14
Additional Provisions 14
Standards 14
Qualifications 14
Consultant Selection 15
Encroachment Permits 15
Protected Resources 15
Disclosures 15
Hazardous Materials 16
Claims 17
Interruption of Work 18
Penalties, Judgements and Settlements 18
Project Files 18
GENERAL CONDITIONS 18
Venue 18
Exemptions 19
Indemnification 19
Non-parties 19
Ambiguity and Performance 20
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Dispute Resolution 20
Prevailing Wage 21
SIGNATURES 22
CLOSURE STATEMENT 3
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COOPERATIVE AGREEMENT
This AGREEMENT, executed on and effective from _______________________________, is between the State of California, acting through its Department of Transportation, referred to as CALTRANS, and:

City of Oxnard, a body politic and municipal corporation or chartered city of the State of California, referred to hereinafter as CITY.

An individual signatory agency in this AGREEMENT is referred to as a PARTY. Collectively, the signatory agencies in this AGREEMENT are referred to as PARTIES.

RECITALS

1. PARTIES are authorized to enter into a cooperative agreement for improvements to the State Highway System per the California Streets and Highways Code, Sections 114 and 130.

2. For the purpose of this AGREEMENT, constructing earthen berm off-ramp and traffic signal modification at the Old Wagon Wheel Road and Ventura Road will be referred to hereinafter as PROJECT. The PROJECT scope of work is defined in the project initiation and approval documents (Design Engineering Evaluation Report).

3. All obligations and responsibilities assigned in this AGREEMENT to complete the following PROJECT COMPONENTS will be referred to hereinafter as WORK:
●PROJECT APPROVAL AND ENVIRONMENTAL DOCUMENT (PA&ED)
●PLANS, SPECIFICATIONS, AND ESTIMATE (PS&E)
●RIGHT-OF-WAY
●CONSTRUCTION
Each PROJECT COMPONENT is defined in the CALTRANS Workplan Standards Guide as a distinct group of activities/products in the project planning and development process. 319
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4. The term AGREEMENT, as used herein, includes this document and any attachments, exhibits, and amendments.

This AGREEMENT is separate from and does not modify or replace any other cooperative agreement or memorandum of understanding between the PARTIES regarding the PROJECT.

PARTIES intend this AGREEMENT to be their final expression that supersedes any oral understanding or writings pertaining to the WORK. The requirements of this AGREEMENT will preside over any conflicting requirements in any documents that are made an express part of this AGREEMENT.

If any provisions in this AGREEMENT are found by a court of competent jurisdiction to be, or are in fact, illegal, inoperative, or unenforceable, those provisions do not render any or all other AGREEMENT provisions invalid, inoperative, or unenforceable, and those provisions will be automatically severed from this AGREEMENT.

Except as otherwise provided in the AGREEMENT, PARTIES will execute a written amendment if there are any changes to the terms of this AGREEMENT.

PARTIES agree to sign a CLOSURE STATEMENT to terminate this AGREEMENT. However, all indemnification, document retention, audit, claims, environmental commitment, legal challenge, maintenance and ownership articles will remain in effect until terminated or modified in writing by mutual agreement or expire by the statute of limitations.

5. No PROJECT deliverables have been completed prior to this AGREEMENT.

6. CITY has expressed its interest in acquiring the Wagon Wheel Road and PARTIES will draft and execute a separate Relinquishment Agreement prior completion of PS&E WORK.

7. In this AGREEMENT capitalized words represent defined terms, initialisms, or acronyms.

8. PARTIES hereby set forth the terms, covenants, and conditions of this AGREEMENT. 320
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RESPONSIBILITIES
Sponsorship

9. A SPONSOR is responsible for establishing the scope of the PROJECT and securing the financial resources to fund the WORK. A SPONSOR is responsible for securing additional funds when necessary or implementing PROJECT changes to ensure the WORK can be completed with the funds obligated in this AGREEMENT.

PROJECT changes, as described in the CALTRANS Project Development Procedures Manual, will be approved by CALTRANS as the owner/operator of the State Highway System.

10. CITY is the SPONSOR for the WORK in this AGREEMENT.

Implementing Agency

11. The IMPLEMENTING AGENCY is the PARTY responsible for managing the scope, cost, schedule, and quality of the work activities and products of a PROJECT COMPONENT. ●CITY is the Project Approval and Environmental Document (PA&ED) IMPLEMENTING AGENCY.

PA&ED includes the completion of the Final Environmental Document and the Project Report (documenting the project alternative selection).
●CITY is the Plans, Specifications, and Estimate (PS&E) IMPLEMENTING AGENCY.

PS&E includes the development of the plans, specifications, and estimate; obtaining any resource agency permits; and the advertisement/award of the construction contract. ● CITY is the RIGHT OF WAY IMPLEMENTING AGENCY
RIGHT OF WAY includes coordination with utility owners for the protection, removal, or relocation of utilities; the acquisition of right-of-way interests; and post-construction work such as right-of-way monumentation/recordation, relinquishments/vacations, and excess land transactions. The RIGHT OF WAY component budget identifies the capital costs of right-of- way acquisition (RIGHT-OF-WAY CAPITAL) and the cost of the staff work in support of the acquisition (RIGHT-OF-WAY SUPPORT).
● CITY is the CONSTRUCTION IMPLEMENTING AGENCY.
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Project Development Agreement 2017-02-17/IQA (Created April 15, 2021)4 of 22 CONSTRUCTION includes construction contract administration, surveying/staking, inspection, quality assurance, and assuring regulatory compliance. The CONSTRUCTION component budget identifies the capital costs of the construction contract/furnished materials (CONSTRUCTION CAPITAL) and the cost of the staff work in support of the construction contract administration (CONSTRUCTION SUPPORT).

12. CITY will provide a Quality Management Plan (QMP) for the WORK in every PROJECT COMPONENT that they are the IMPLEMENTING AGENCY of. The QMP describes the IMPLEMENTING AGENCY’s quality policy and how it will be used. The QMP will include a process for resolving disputes between the PARTIES at the team level. The QMP is subject to CALTRANS review and approval.

13. Any PARTY responsible for completing WORK will make its personnel and consultants that prepare WORK available to help resolve WORK-related problems and changes for the entire duration of the PROJECT including PROJECT work that may occur under separate agreements.

Funding

14. The WORK does not use funds administered by CALTRANS. PARTIES will amend this AGREEMENT should this condition change.

15. Each PARTY is responsible for the costs they incur in performing the WORK.

CALTRANS’ Quality Management

16. CALTRANS, as the owner/operator of the State Highway System (SHS), will perform quality management work including Quality Management Assessment (QMA), environmental document quality control, and owner/operator approvals for the portions of WORK within the existing and proposed SHS right-of-way.

17. CALTRANS’ Quality Management Assessment (QMA) efforts are to ensure that CITY's quality assurance results in WORK that is in accordance with the applicable standards and the PROJECT’s quality management plan (QMP). QMA does not include any efforts necessary to develop or deliver WORK or any validation by verifying or rechecking WORK.

When CALTRANS performs QMA, it does so for its own benefit. No one can assign liability to CALTRANS due to its QMA.

18. CALTRANS, as the owner/operator of the State Highway System, will approve WORK products in accordance with CALTRANS policies and guidance and as indicated in this AGREEMENT. 322
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19. Per National Environmental Policy Act (NEPA) assignment and California Environmental Quality Act (CEQA) statutes, CALTRANS will perform environmental document quality control and NEPA assignment review procedures for environmental documentation. CALTRANS quality control and quality assurance procedures for all environmental documents are described in the Standard Environmental Reference, NEPA Assignments memorandums, available at https://dot.ca.gov/programs/environmental-analysis/standard-environmental-reference-ser, https://dot.ca.gov/-/media/dot-media/programs/environmental-analysis/documents/ser/nepa- recordretention-policy-final-ally.pdf. This includes the independent judgement analysis and determination under CEQA that the environmental documentation meets CEQA requirements.

20. CITY will provide WORK-related products and supporting documentation upon CALTRANS’ request for the purpose of CALTRANS’ quality management work.

21. CITY, including any employee, agent, consultant or sub-consultant retained by the CITY, shall implement uniform document control policies necessary to retain all records and electronically stored information associated with the WORK, including but not limited to those records identified in California Public Resources Code, Section 21167.6, and including email and attachments, in a manner consistent with the CALTRANS Uniform Filing System and the “Final Caltrans Environmental Records Retention Policy”, available at https://dot.ca.gov/-/media/dot- media/programs/environmental-analysis/documents/nepa-recordretention-policy-final- a11y.pdf. These records, along with an index of the records, shall be provided to CALTRANS within 60 days of CALTRANS’ written request.

22. The cost of CALTRANS’ quality management work is to be borne by CALTRANS.

CEQA Lead Agency

23. CALTRANS is the CEQA Lead Agency for the PROJECT.

Environmental Permits, Approvals and Agreements

24. CITY will comply with the commitments and conditions set forth in the environmental documentation, environmental permits, approvals, and applicable agreements as those commitments and conditions apply to CITY's responsibilities in this AGREEMENT.

25. Unless otherwise assigned in this AGREEMENT, the IMPLEMENTING AGENCY for a PROJECT COMPONENT is responsible for all PROJECT COMPONENT WORK associated with coordinating, obtaining, implementing, renewing, and amending the PROJECT permits, agreements, and approvals whether they are identified in the planned project scope of work or become necessary in the course of completing the PROJECT. 323
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26. It is expected that the PROJECT requires the following environmental permits/approvals:

ENVIRONMENTAL PERMITS/REQUIREMENTS
South Coast Air Quality Management District
Project Approval and Environmental Document (PA&ED)

27. As the PA&ED IMPLEMENTING AGENCY, CITY is responsible for all PA&ED WORK except those activities and responsibilities that are assigned to another PARTY and those activities that are excluded under this AGREEMENT.

28. CALTRANS will be responsible for completing the following PA&ED activities:

CALTRANS Work Breakdown Structure Identifier (If Applicable) 100.10.10.xx Quality Management
175.20 Project Preferred Alternative
180.10.05.05.xx CEQA Lead Final Env. Doc QA/QC and Approval 180.15.10 Notice of Exemption (CEQA)

29. Any PARTY preparing environmental documentation, including studies and reports, will ensure that qualified personnel remain available to help resolve environmental issues and perform any necessary work to ensure that the PROJECT remains in environmental compliance.

30. CITY will provide written notice of the initiation of environmental studies to the CEQA Lead Agency prior to completing any other PA&ED phase work.

California Environmental Quality Act (CEQA)

31. Environmental documentation will be prepared in compliance with the California Public Resources Code §§ 21080.3.1(d)(e). CALTRANS will provide, and CITY will use, a letter template and a list of California Native American tribes requesting notification if necessary. CITY will prepare consultation documentation for CALTRANS’ signature and transmittal in compliance with the statutorily required time frames, if necessary.
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32. The CEQA Lead Agency will determine the type of CEQA documentation and will cause that documentation to be prepared in accordance with CEQA requirements.

33. Any PARTY involved in the preparation of CEQA documentation will prepare the documentation to meet CEQA requirements and follow the CEQA Lead Agency’s standards that apply to the CEQA process.

34. Any PARTY preparing any portion of the CEQA documentation, including any studies and reports, will submit that portion of the documentation to the CEQA Lead Agency for review, comment, and approval at appropriate stages of development prior to public availability.

35. CITY will submit CEQA-related public notices to CALTRANS for review, comment, and approval prior to publication and circulation.

36. CITY will submit all CEQA-related public meeting materials to the CEQA Lead Agency for review, comment, and approval at least ten (10) working days prior to the public meeting date.

If the CEQA Lead Agency makes any changes to the materials, then the CEQA Lead Agency will allow CITY to review, comment, and concur on those changes at least three (3) working days prior to the public meeting date.

37. The CEQA Lead Agency has final approval authority over all CEQA documentation.

38. The CEQA Lead Agency will attend all CEQA-related public meetings.

39. If a PARTY who is not the CEQA Lead Agency holds a public meeting about the PROJECT, that PARTY must clearly state its role in the PROJECT and the identity of the CEQA Lead Agency on all meeting publications. All meeting publications must also inform the attendees that public comments collected at the meetings are not part of the CEQA public review process.

That PARTY will submit all meeting advertisements, agendas, exhibits, handouts, and materials to the CEQA Lead Agency for review, comment, and approval at least ten (10) working days prior to publication or use. If that PARTY makes any changes to the materials, it will allow the CEQA Lead Agency to review, comment on, and approve those changes at least three (3) working days prior to the public meeting date.

The CEQA Lead Agency maintains final editorial control with respect to text or graphics that could lead to public confusion over CEQA-related roles and responsibilities. 325
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Project Development Agreement 2017-02-17/IQA (Created April 15, 2021)8 of 22 Plans, Specifications, and Estimate (PS&E)

40. As the PS&E IMPLEMENTING AGENCY, CITY is responsible for all PS&E WORK except those activities and responsibilities that are assigned to another PARTY and those activities that are excluded under this AGREEMENT.

41. CALTRANS will be responsible for completing the following PS&E activities:

CALTRANS Work Breakdown Structure Identifier (If Applicable) 100.15.10.xx Quality Management

42. CITY will prepare Utility Conflict Maps identifying the accommodation, protection, relocation, or removal of any existing utility facilities that conflict with construction of the PROJECT or that violate CALTRANS’ encroachment policy.

CITY will provide CALTRANS a copy of Utility Conflict Maps for CALTRANS' concurrence prior to issuing the Notices to Owner and executing the utility agreement. All utility conflicts will be addressed in the PROJECT plans, specifications, and estimate.

43. CITY will determine the cost to positively identify and locate, accommodate, protect, relocate, or remove any utility facilities whether inside or outside the State Highway System right-of-way in accordance with federal and California laws and regulations, and CALTRANS’ policies, procedures, standards, practices, and applicable agreements including but not limited to Freeway Master Contracts.

RIGHT-OF-WAY

44. As the RIGHT-OF-WAY IMPLEMENTING AGENCY, CITY is responsible for all RIGHT-OF- WAY WORK except those activities and responsibilities that are assigned to another PARTY and those activities that are excluded under this AGREEMENT. 326
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45. CALTRANS will be responsible for completing the following RIGHT-OF-WAY activities:

CALTRANS Work Breakdown Structure Identifier (If Applicable) 100.25.10.xx Quality Management

46. The selection of personnel performing RIGHT-OF-WAY WORK will be in accordance with federal and California laws and regulations, and CALTRANS’ policies, procedures, standards, practices, and applicable agreements.

47. CITY will make all necessary arrangements with utility owners for the timely accommodation, protection, relocation, or removal of any existing utility facilities that conflict with construction of the PROJECT or that violate CALTRANS’ encroachment policy.

48. CITY will provide CALTRANS a copy of conflict maps, relocation plans, proposed notices to owner, reports of investigation, and utility agreements (if applicable) for CALTRANS' concurrence prior to issuing the notices to owner and executing the utility agreement. All utility conflicts will be fully addressed prior to Right-of-Way Certification and all arrangements for the protection, relocation, or removal of all conflicting facilities will be completed prior to construction contract award and included in the PROJECT plans, specifications, and estimate.

49. CITY will provide a land surveyor licensed in the State of California to be responsible for surveying and right-of-way engineering. All survey and right-of-way engineering documents will bear the professional seal, certificate number, registration classification, expiration date of certificate, and signature of the responsible surveyor.

50. Acquisition of right-of-way will not occur prior to the approval of the environmental document without written approval from the CEQA Lead Agency.

51. CITY will hear and adopt Resolutions of Necessity when authorized to do so by law or will work with local agencies having jurisdiction and authorized under the law to hear and adopt Resolutions of Necessity.

CITY will conduct and document Condemnation Evaluation Meetings and Condemnation Panel Review Meetings as required in accordance with CALTRANS policy and guidance. CALTRANS will be notified in advance of any Condemnation Evaluation Meetings and Condemnation Panel Review Meetings.

52. If CITY acquires any right-of-way to be incorporated into the State Highway System, CITY will first acquire in its own name.
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Project Development Agreement 2017-02-17/IQA (Created April 15, 2021)10 of 22 No right-of-way will be acquired in CALTRANS' name.

Title to the State Highway System right-of-way will ultimately be vested in the State.

CALTRANS’ acceptance of title will occur after the Right-of-Way Closeout activities are complete.

53. CITY will utilize a public agency currently qualified by CALTRANS or a properly licensed consultant for all RIGHT-OF-WAY activities. A qualified right-of-way agent will administer all right-of-way consultant contracts.

CITY will submit a draft Right-of-Way Certification to CALTRANS six weeks prior to the scheduled Right-of-Way Certification milestone date for review.

54. CITY will submit a final Right-of-Way Certification to CALTRANS for approval prior to the advertising the construction contract. Physical and legal possession of the right-of-way must be completed prior to advertising the construction contract unless PARTIES mutually agree to other arrangements in writing.

55. CALTRANS’ acceptance of right-of-way title is subject to review of an Updated Preliminary Title Report provided by CITY verifying that the title is free of all encumbrances and liens. Upon acceptance, CITY will provide CALTRANS with a Policy of Title Insurance in CALTRANS’ name.

56. Right-of-way conveyances must be completed prior to WORK completion unless PARTIES mutually agree to other arrangements in writing.

CONSTRUCTION

57. As the CONSTRUCTION IMPLEMENTING AGENCY, CITY is responsible for all CONSTRUCTION WORK except those activities and responsibilities that are assigned to another PARTY and those activities that are excluded under this AGREEMENT.

58. CALTRANS will be responsible for completing the following CONSTRUCTION SUPPORT activities:

CALTRANS Work Breakdown Structure Identifier (If Applicable) 100.20.10.xx Quality Management
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59. CALTRANS will not issue an encroachment permit to CITY for construction work until the following conditions are met:
●CALTRANS accepts the final plans, specifications, and estimate ●CALTRANS accepts the Right-of-Way Certification
●Any new or amended maintenance agreements required for the WORK are executed.

60. CITY will require the construction contractor to furnish payment and performance bonds naming CITY as obligee, and CALTRANS as additional obligee, and to carry liability insurance in accordance with CALTRANS Standard Specifications.

61. CITY will advertise, open bids, award, and approve the construction contract in accordance with the California Public Contract Code and the California Labor Code. By accepting responsibility to advertise and award the construction contract, CITY also accepts responsibility to administer the construction contract.

62. CALTRANS will not issue an encroachment permit to CITY's construction contractor until CALTRANS accepts:
●The payment and performance bonds
●The CONSTRUCTION Quality Management Plan

63. The CONSTRUCTION Quality Management Plan (QMP) will describe how construction material verification and workmanship inspections will be performed at manufacturing sources and the PROJECT job-site. The construction material and Source Inspection QMP (SIQMP) are subject to review and approval by the State Materials Engineer.

CITY will provide a resident engineer and CONSTRUCTION SUPPORT staff that are independent of the construction contractor. The Resident Engineer will be a Civil Engineer, licensed in the State of California, who is responsible for construction contract administration activities.
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64. CALTRANS will review and concur with:
●Change Orders affecting public safety, public convenience, protected environmental resources, the preservation of property, all design and specification changes, and all major changes as defined in the CALTRANS Construction Manual. These Change Orders must receive written concurrence by CALTRANS prior to implementation.
●The Stormwater Pollution Prevention Plan (SWPPP) or the Water Pollution Control Plan (WPCP).

65. CITY will administer and process all construction contract claims pursuant to the requirements set forth under Public Contract Code, Section 9204. In addition, all public works claims of $375,000 or less shall be resolved in accordance with Public Contract Code Section 20104, et seq. and other applicable laws.

66. CITY is designated as the Legally Responsible Person pursuant to the Construction General Permit, State Water Resources Control Board (SWRCB) Order Number 2009-0009-DWQ, as defined in Appendix 5, Glossary, and assumes all roles and responsibilities assigned to the Legally Responsible Person as mandated by the Construction General Permit. CITY is required to comply with the CALTRANS MS4 National Pollutant Discharge Elimination System (NPDES) permit for all work within the State Highway System.

67. As the CONSTRUCTION IMPLEMENTING AGENCY, CITY is responsible for maintenance of the State Highway System (SHS) within the PROJECT limits as part of the construction contract until the following conditions are met:
●Any required maintenance agreements are executed for the portions of SHS for which relief of maintenance is to be granted.
●CALTRANS approves a request from CITY for relief from maintenance of the PROJECT or a portion thereof.

68. Upon WORK completion, ownership or title to all materials and equipment constructed or installed for the operations and/or maintenance of the State Highway System (SHS) within SHS right-of-way as part of WORK become the property of CALTRANS.

CALTRANS will not accept ownership or title to any materials or equipment constructed or installed outside SHS right-of-way.
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71.Within one hundred eighty (180) calendar days following the completion and acceptance of the PROJECT construction contract, CITY will furnish CALTRANS with a complete set of “As- Built” plans and Change Orders, including any changes authorized by CALTRANS, using an approved medium, such as a CD ROM, flash drive, Filr and in accordance with CALTRANS’ then current CADD User’s Manual (Section 4.3), Plans Preparation Manual, and CALTRANS practice.

The plans will have the Resident Engineer’s name, contract number, and construction contract acceptance date printed on each plan sheet, and with the Resident Engineer’s signature only on the title sheet. The As-Built plans will be in Microstation DGN format, version 8.0. In addition, CITY will provide one set of As-Built plans and addenda in TIFF format.

The submittal must also include all CALTRANS requested contract records, and land survey documents. The land survey documents include monument preservation documents and records of surveys prepared to satisfy the requirements of the California Land Surveyors Act (Business and Professions Code, Sections 8700 – 8805). Copies of survey documents and Records of Surveys filed in accordance with Business & Professions Code, Sections 8762 and 8771, will contain the filing information provided by the county in which filed.

Schedule

70. PARTIES will manage the WORK schedule to ensure the timely use of obligated funds, if applicable, and to ensure compliance with any environmental permits, right-of-way agreements, construction contracts, and any other commitments. PARTIES will communicate schedule risks or changes as soon as they are identified and will actively manage and mitigate schedule risks. 331
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Standards

71. PARTIES will perform all WORK in accordance with federal and California laws, regulations, and standards; Federal Highway Administration (FHWA) standards; and CALTRANS standards.

CALTRANS standards include, but are not limited to, the guidance provided in the:
●CADD Users’ Manual
●CALTRANS policies and directives
●Plans Preparation Manual
●Project Development Procedures Manual (PDPM)
●Workplan Standards Guide
●Standard Environmental Reference
●Highway Design Manual
●Right of Way Manual
●Construction Manual
●Construction Manual Supplement for Local Agency Resident Engineers ●Local Agency Structure Representative Guidelines
Qualifications

72. Each PARTY will ensure that personnel participating in WORK are appropriately qualified or licensed to perform the tasks assigned to them.

Consultant Selection

73. CITY will invite CALTRANS to participate in the selection of any consultants that participate in the WORK.
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Project Development Agreement 2017-02-17/IQA (Created April 15, 2021)15 of 22 Encroachment Permits

74. CALTRANS will issue, upon proper application, the encroachment permits required for WORK within State Highway System (SHS) right-of-way. CITY, their contractors, consultants, agents and utility owners will not work within the SHS right-of-way without an encroachment permit issued in their name. CALTRANS will provide encroachment permits to CITY, their contractors, consultants, and agents at no cost. CALTRANS will provide encroachment permits to utility owners at no cost. If the encroachment permit and this AGREEMENT conflict, the requirements of this AGREEMENT will prevail.

75. The IMPLEMENTING AGENCY for a PROJECT COMPONENT will coordinate, prepare, obtain, implement, renew, and amend any encroachment permits needed to complete the WORK.

Protected Resources

76. If any PARTY discovers unanticipated cultural, archaeological, paleontological, or other protected resources during WORK, all WORK in that area will stop and that PARTY will notify all PARTIES within 24 hours of discovery. WORK may only resume after a qualified professional has evaluated the nature and significance of the discovery and CALTRANS approves a plan for its removal or protection.

Disclosures

77. PARTIES will hold all administrative drafts and administrative final reports, studies, materials, and documentation relied upon, produced, created, or utilized for the WORK in confidence to the extent permitted by law and where applicable, the provisions of California Government Code, Section 6254.5(e) will protect the confidentiality of such documents in the event that said documents are shared between PARTIES.

PARTIES will not distribute, release, or share said documents with anyone other than employees, agents, and consultants who require access to complete the WORK without the written consent of the PARTY authorized to release them, unless required or authorized to do so by law.

78. If a PARTY receives a public records request pertaining to the WORK, that PARTY will notify PARTIES within five (5) working days of receipt and make PARTIES aware of any disclosed public records.
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Project Development Agreement 2017-02-17/IQA (Created April 15, 2021)16 of 22 Hazardous Materials

79. HM-1 is hazardous material (including, but not limited to, hazardous waste) that may require removal and disposal pursuant to federal or state law, irrespective of whether it is disturbed by the PROJECT or not.

HM-2 is hazardous material (including, but not limited to, hazardous waste) that may require removal and disposal pursuant to federal or state law only if disturbed by the PROJECT.

The management activities related to HM-1 and HM-2, including and without limitation, any necessary manifest requirements and disposal facility designations are referred to herein as HM-1 MANAGEMENT and HM-2 MANAGEMENT respectively.

80. If HM-1 or HM-2 is found the discovering PARTY will immediately notify all other PARTIES.

81. CALTRANS, independent of the PROJECT, is responsible for any HM-1 found within the existing State Highway System right-of-way. CALTRANS will undertake, or cause to be undertaken, HM- 1 MANAGEMENT with minimum impact to the PROJECT schedule.

CALTRANS, independent of the PROJECT will pay, or cause to be paid, the cost of HM-1 MANAGEMENT related to HM-1 found within the existing State Highway System right-of-way.

82. CITY, independent of the PROJECT, is responsible for any HM-1 found within the PROJECT limits and outside the existing State Highway System right-of-way. CITY will undertake, or cause to be undertaken, HM-1 MANAGEMENT with minimum impact to the PROJECT schedule.

CITY, independent of the PROJECT, will pay, or cause to be paid, the cost of HM-1 MANAGEMENT for HM-1 found within the PROJECT limits and outside of the existing State Highway System right-of-way.

83. The CONSTRUCTION IMPLEMENTING AGENCY is responsible for HM‑2 MANAGEMENT within the PROJECT limits.
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Project Development Agreement 2017-02-17/IQA (Created April 15, 2021)17 of 22 CITY and CALTRANS will comply with the Soil Management Agreement for Aerially Deposited Lead Contaminated Soils (Soil Management Agreement) executed between CALTRANS and the California Department of Toxic Substances Control (DTSC). Under Section 3.2 of the Soil Management Agreement, CALTRANS and CITY each retain joint and severable liability for noncompliance with the provisions of the Soil Management Agreement. CITY will assume all responsibilities assigned to CALTRANS in the Soil Management Agreement during PROJECT COMPONENTS for which they are the IMPLEMENTING AGENCY except for final placement and burial of soil within the State right-of-way, per Section 4.5 of the Soil Management Agreement, which is subject to CALTRANS concurrence and reporting to DTSC which will be performed by CALTRANS.

84. CALTRANS’ acquisition or acceptance of title to any property on which any HM-1 or HM-2 is found will proceed in accordance with CALTRANS’ policy on such acquisition.

Claims

85. CITY may accept, reject, compromise, settle, or litigate claims of any consultants or contractors hired to complete WORK without concurrence from the other PARTY.

86. PARTIES will confer on any claim that may affect the WORK or PARTIES’ liability or responsibility under this AGREEMENT in order to retain resolution possibilities for potential future claims. No PARTY will prejudice the rights of another PARTY until after PARTIES confer on the claim.

87. If the WORK expends state or federal funds, each PARTY will comply with the Federal Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards of 2 CFR, Part 200. PARTIES will ensure that any for-profit consultant hired to participate in the WORK will comply with the requirements in 48 CFR, Chapter 1, Part 31. When state or federal funds are expended on the WORK these principles and requirements apply to all funding types included in this AGREEMENT.

88. If the WORK expends state or federal funds, each PARTY will undergo an annual audit in accordance with the Single Audit Act in the Federal Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards as defined in 2 CFR, Part 200.

89. When a PARTY reimburses a consultant for WORK with state or federal funds, the procurement of the consultant and the consultant overhead costs will be in accordance with the Local Assistance Procedures Manual, Chapter 10.
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90. If WORK stops for any reason, IMPLEMENTING AGENCY will place the PROJECT right-of- way in a safe and operable condition acceptable to CALTRANS.

91. If WORK stops for any reason, each PARTY will continue with environmental commitments included in the environmental documentation, permits, agreements, or approvals that are in effect at the time that WORK stops, and will keep the PROJECT in environmental compliance until WORK resumes.

Penalties, Judgements and Settlements

92. The cost of awards, judgements, fines, interest, penalties, attorney’s fees, and/or settlements generated by the WORK are considered WORK costs.

93. The cost of legal challenges to the environmental process or are considered WORK costs.

94. Any PARTY whose action or lack of action causes the levy of fines, interest, or penalties will indemnify and hold all other PARTIES harmless per the terms of this AGREEMENT.

Project Files

95. CITY will furnish CALTRANS with the Project History Files related to the PROJECT facilities on State Highway System within sixty (60) days following the completion of each PROJECT COMPONENT. CITY will assure that the Project History File is prepared and submitted in compliance with the Project Development Procedures Manual, Chapter 7. All material will be submitted neatly in a three-ring binder and in PDF format.

GENERAL CONDITIONS

96. All portions of this AGREEMENT, including the Recitals Section, are enforceable.

Venue

97. PARTIES understand that this AGREEMENT is in accordance with and governed by the Constitution and laws of the State of California. This AGREEMENT will be enforceable in the State of California. Any PARTY initiating legal action arising from this AGREEMENT will file and maintain that legal action in the Superior Court of the county in which the CALTRANS district office that is signatory to this AGREEMENT resides, or in the Superior Court of the county in which the PROJECT is physically located.
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Project Development Agreement 2017-02-17/IQA (Created April 15, 2021)19 of 22 Exemptions

98. All CALTRANS’ obligations under this AGREEMENT are subject to the appropriation of resources by the Legislature, the State Budget Act authority, programming and allocation of funds by the California Transportation Commission (CTC).

Indemnification

99. Neither CALTRANS nor any of its officers and employees, are responsible for any injury, damage, or liability occurring by reason of anything done or omitted to be done by CITY, its contractors, sub-contractors, and/or its agents under or in connection with any work, authority, or jurisdiction conferred upon CITY under this AGREEMENT. It is understood and agreed that CITY, to the extent permitted by law, will defend, indemnify, and save harmless CALTRANS and all of their officers and employees from all claims, suits, or actions of every name, kind, and description brought forth under, but not limited to, tortious, contractual, inverse condemnation, or other theories and assertions of liability occurring by reason of anything done or omitted to be done by CITY, its contractors, sub-contractors, and/or its agents under this AGREEMENT. 100. Neither CITY nor any of its officers and employees, are responsible for any injury, damage, or liability occurring by reason of anything done or omitted to be done by CALTRANS, its contractors, sub-contractors, and/or its agents under or in connection with any work, authority, or jurisdiction conferred upon CALTRANS under this AGREEMENT. It is understood and agreed that CALTRANS, to the extent permitted by law, will defend, indemnify, and save harmless CITY and all of their officers and employees from all claims, suits, or actions of every name, kind, and description brought forth under, but not limited to, tortious, contractual, inverse condemnation, or other theories and assertions of liability occurring by reason of anything done or omitted to be done by CALTRANS, its contractors, sub-contractors, and/or its agents under this AGREEMENT.

Non-parties
101. PARTIES do not intend this AGREEMENT to create a third party beneficiary or define duties, obligations, or rights for entities not signatory to this AGREEMENT. PARTIES do not intend this AGREEMENT to affect their legal liability by imposing any standard of care for fulfilling the WORK different from the standards imposed by law.
102. PARTIES will not assign or attempt to assign obligations to entities not signatory to this AGREEMENT without an amendment to this AGREEMENT.

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Project Development Agreement 2017-02-17/IQA (Created April 15, 2021)20 of 22 Ambiguity and Performance
103. Neither PARTY will interpret any ambiguity contained in this AGREEMENT against the other PARTY. PARTIES waive the provisions of California Civil Code, Section 1654.

A waiver of a PARTY’s performance under this AGREEMENT will not constitute a continuous waiver of any other provision.
104. A delay or omission to exercise a right or power due to a default does not negate the use of that right or power in the future when deemed necessary.

Defaults
105. If any PARTY defaults in its performance of the WORK, a non-defaulting PARTY will request in writing that the default be remedied within thirty (30) calendar days. If the defaulting PARTY fails to do so, the non-defaulting PARTY may initiate dispute resolution.

Dispute Resolution
106. PARTIES will first attempt to resolve AGREEMENT disputes at the PROJECT team level as described in the Quality Management Plan. If they cannot resolve the dispute themselves, the CALTRANS District Director and the Executive Officer of CITY will attempt to negotiate a resolution. If PARTIES do not reach a resolution, PARTIES’ legal counsel will initiate mediation.

PARTIES agree to participate in mediation in good faith and will share equally in its costs.

Neither the dispute nor the mediation process relieves PARTIES from full and timely performance of the WORK in accordance with the terms of this AGREEMENT. However, if any PARTY stops fulfilling its obligations, any other PARTY may seek equitable relief to ensure that the WORK continues.

Except for equitable relief, no PARTY may file a civil complaint until after mediation, or forty- five (45) calendar days after filing the written mediation request, whichever occurs first.

PARTIES will file any civil complaints in the Superior Court of the county in which the CALTRANS District Office signatory to this AGREEMENT resides or in the Superior Court of the county in which the PROJECT is physically located.
107. PARTIES maintain the ability to pursue alternative or additional dispute remedies if a previously selected remedy does not achieve resolution.
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Project Development Agreement 2017-02-17/IQA (Created April 15, 2021)21 of 22 Prevailing Wage
108. When WORK falls within the Labor Code § 1720(a)(1) definition of "public works" in that it is construction, alteration, demolition, installation, or repair; or maintenance work under Labor Code § 1771, PARTIES will conform to the provisions of Labor Code §§ 1720-1815, and all applicable provisions of California Code of Regulations, Title 8, Division 1, Chapter 8, Subchapter 3, Articles 1-7. PARTIES will include prevailing wage requirements in contracts for public work and require contractors to include the same prevailing wage requirements in all subcontracts.

Work performed by a PARTY’s own employees is exempt from the Labor Code's Prevailing Wage requirements.

If WORK is paid for, in whole or part, with federal funds and is of the type of work subject to federal prevailing wage requirements, PARTIES will conform to the provisions of the Davis- Bacon and Related Acts, 40 U.S.C. §§ 3141-3148.

When applicable, PARTIES will include federal prevailing wage requirements in contracts for public works. WORK performed by a PARTY’s employees is exempt from federal prevailing wage requirements.
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SIGNATURES
PARTIES are authorized to enter into this AGREEMENT and have delegated to the undersigned the authority to execute this AGREEMENT on behalf of the respective agencies and hereby covenants to have followed all the necessary legal requirements to validly execute this AGREEMENT.

The PARTIES acknowledge that executed copies of this AGREEMENT may be exchanged by facsimile or email, and that such copies shall be deemed to be effective as originals.

STATE OF CALIFORNIA

DEPARTMENT OF TRANSPORTATION
Gregory Farr
Acting Deputy District Director,
Program/Project Management
Verification of funds and authority:

Vickie Murphy
District Budget Manager

CITY OF OXNARD
John Zaragoza
Mayor
Attest:

Rose Chaparro
City Clerk
Approved as to form and procedure:

Stephen M. Fischer
City Attorney
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07-VEN-101-R23.057
Project Development Agreement 2017-02-17/IQA (Created April 15, 2021)1 of 2

CLOSURE STATEMENT INSTRUCTIONS

1. Did PARTIES complete all scope, cost and schedule commitments included in this AGREEMENT and any amendments to this AGREEMENT?

YES / NO

2. Did CALTRANS accept and approve all final deliverables submitted by other PARTIES?

YES / NO

3. Did the CALTRANS HQ Office of Accounting verify that all final accounting for this AGREEMENT and any amendments to this AGREEMENT were completed?

YES / NO

4. If construction is involved, did the CALTRANS District Project Manager verify that all claims and third-party billings (utilities, etc.) have been settled before termination of the AGREEMENT?

YES / NO

5.Did PARTIES complete and transmit the As-Built Plans, Project History File, and all other required contract documents?

YES / NO
If ALL answers are “YES”, this form may be used to TERMINATE this AGREEMENT. 341
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CLOSURE STATEMENT
PARTIES agree that they have completed all scope, cost, and schedule commitments included in Agreement 07-5237 and any amendments to the agreement. The final signature date on this document terminates agreement 07-5237 except survival articles. All survival articles in agreement 07-5237 will remain in effect until expired by law, terminated or modified in writing by the PARTIES’ mutual agreement, whichever occurs earlier.

The people signing this agreement have the authority to do so on behalf of their public agencies.

The PARTIES acknowledge that executed copies of this AGREEMENT may be exchanged by facsimile or email, and that such copies shall be deemed to be effective as originals.

STATE OF CALIFORNIA

DEPARTMENT OF TRANSPORTATION
District Director
Date:

CITY OF OXNARD
Title TBD
Date:
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LEGEND
RIGHT-OF-WAY EXHIBIT (ALT-2)
US-101 / WAGON WHEEL ROAD OFF-RAMP
343

CITY COUNCIL OF THE CITY OF
RESOLUTION NO._______

RESOLUTION AUTHORIZING THE MAYOR TO EXECUTE FORTHCOMING CALTRANS COOPERATIVE AGREEMENT 07-5238 FOR U.S. 101 EXIT 63A OFF-RAMP CONSTRUCTION (AGREEMENT NO. A-8349)
WHEREAS, Oxnard CRFL Partners, LLC, (Developer) is the owner of and is developing real property in the City known as The Village Specific Plan (Wagon Wheel); and WHEREAS, The City and Developer entered into Development Agreement No. A-7122, dated January 27, 2009, First Amendment to Development Agreement, dated July 28, 2015, and Second Amendment to Development Agreement, dated December 1, 2020 and recorded on March 30, 2021; and WHEREAS, The City approved Planning and Zoning Permit 19-300-01, pursuant to Resolution No. 15,396, subject to conditions of approval including Condition 193 that Developer shall design and re- construct the Highway 101 off-ramp for a right turn only movement in compliance with Caltrans’ approval concurrent with design and construction of Wagon Wheel Road from Cactus Drive to Ventura Road (i.e., Exit 63A Ventura Road); and
WHEREAS, Caltrans requires a Cooperative Agreement for this improvement; and WHEREAS, the Draft Cooperative Agreement 07-5238/A-8349 for the U.S. 101 Ventura Road Exit 63A is pending Caltrans Headquarters approval, and upon receipt of the final agreement, the City Attorney will determine if there are no revisions or that any such revision is deemed immaterial, Mayor or his designee may execute the finalized agreement.

NOW, THEREFORE IT IS HEREBY RESOLVED, ORDERED AND FOUND by the City Council of the City of Oxnard, as follows:

1. The foregoing recitals are true and correct and are incorporated by reference as though fully set forth herein to this resolution.

3. The City Council authorizes the Mayor or his designee to execute Caltrans Cooperative Agreement 07-5238/A-8349
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Resolution No.

Page No. 2
PASSED AND ADOPTED this day of , 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN

__________________________
John C. Zaragoza, Mayor
ATTEST:
_____________________________
Rose Chaparro, City Clerk
APPROVED AS TO FORM:
_____________________________
Stephen Fischer, City Attorney
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CITY COUNCIL AGENDA REPORT

INFORMATION/CONSENT AGENDA
AGENDA ITEM NO. K.5

DATE: October 18, 2022

TO: City Council

FROM: Michael Wolfe, Public Works Director, (805) 385-8055, [email protected]

SUBJECT: Amend Department-Wide Blanket Purchase Orders that have Not to Exceed (NTE) Amounts Greater than $200,000 Each.

RECOMMENDATION

That the City Council approve and authorize the Purchasing Agent to amend the following:

1. Purchase Order #8797 with Consolidated Electrical Distributors for an additional $100,000 for a new not to exceed amount of $300,000 through June 30, 2023;

2. Purchase Order #8831 with Napa dba Ventura County Auto Supply for an additional $200,000 for a new not to exceed amount of $400,000 through June 30, 2023;

3. Purchase Order #8841 with Ferguson Enterprise, LLC for an additional $150,000 for a new not to exceed amount of $350,000 through June 30, 2023;

4. Purchase Order #8842 with Famcon Pipe & Supply Inc. for an additional $400,000 for a new not to exceed amount of $600,000 through June 30, 2023; and

5. Purchase Order #8859 with O’Reilly Auto Parts for an additional $100,000 for a new not to exceed amount of $300,000 through June 30, 2023.

(Public Works and Transportation Committee approved 3-0.)

BACKGROUND

A blanket purchase order (BPO) is an agreement established with a vendor to fill repetitive needs for goods. BPOs make it more efficient for the vendor and departments to fill recurring needs, while using the City's full buying power by taking advantage of quantity discounts, which saves administrative time, and reduces paperwork. BPOs are established as purchase orders with a maximum order amount or not to exceed (NTE) amount, rather than for a specific amount.

DISCUSSION

Each fiscal year, departments and divisions require a quick and efficient method to procure goods needed to accomplish their mission. Blanket purchase orders are a tool the City of Oxnard utilizes, as do many other public agencies, in order to satisfy this need. The original BPOs in this report have been issued using cooperative agreements or negotiated sole source agreements. The cooperative agreements have been bid and awarded in accordance with local, State and, in many instances, federal laws that govern public procurement. As such, other public agencies, like the City, are invited to utilize the terms and conditions of purchase. Negotiated sole source agreements are utilized for unique goods and services, which are only obtainable through one source due to proprietary reasons and which have exclusive compatibility with existing City equipment.

The City of Oxnard Wastewater and Water Divisions both utilize Consolidated Electrical Distributors (CED) for Rockwell brand Variable Frequency Drives which control the speed of various pumps. CED, the only sole source 346
amended BPO recommended in this staff report, is the sole distributor of Rockwell brand products in the Southern California region. The remaining amended BPOs are cooperative agreement types. For reference, Ferguson Enterprise, LLC and Famcon Pipe & Supply provide industrial grade pipes and pipe related materials such as clamps, valves, mechanical joints, and gaskets and are used by the Water and Wastewater Divisions of Public Works. Napa dba Ventura County Auto Supply and O’Reilly Auto Enterprises LLC dba O’Reilly Auto Parts provide a wide range of automotive parts, batteries, tools, and equipment for in-house automotive repairs and are used by the Fleet Maintenance and Wastewater Divisions of Public Works.

Below is a list of recommendations of not to exceed values of greater than $200,000 for current BPOs being utilized by the Public Works Department that have been awarded through a cooperative agreement, with a requested annual NTE amount greater than $200,000. While some of the contracts continue past this fiscal year, we are only requesting authorization for the current fiscal year.

Vendor
Name

Cooperative
Agreement/
Agreement
Type

Cooperative
Agreement
Number
Cooperative
Agreement
Initial
Expiration
Date

Purchase
Order # Initial
Issued
Amount

FY 2022-23
Recommended
Not to Exceed
Amount
Consolidated
Electrical
Distributors
Sole Source N/A 6/30/23 8797 $200,000 $300,000
Napa dba
Ventura
County Auto
Supply
Sourcewell 013020-GPC 4/13/24 8831 $200,000 $400,000
Ferguson
Enterprise,
LLC
City of
Ventura
ITB NO. B-
130000654 6/30/23
8841
$200,000 $350,000
Famcon Pipe
& Supply
Inc.

City of
Ventura
ITB NO. B-
130000654 6/30/23 8842 $200,000 $600,000
O’Reilly
Auto
Enterprises
LLC dba
O’Reilly
Auto Parts
Sourcewell 032521-ORA 5/19/25 8859 $200,000 $300,000

The Public Works Department requests approval of the five amended BPOs for the NTE amounts in the table above. The amounts suggested are based on data collected from Public Works Divisions’ forecasted spending with each vendor, rising inflation, and unpredictability for cost of goods.

STRATEGIC PRIORITIES

This agenda item supports the Infrastructure and Natural Resources strategy. The purpose of the Infrastructure and Natural Resources strategy is to preserve and improve our roads, utilities, parks, trees, water supply and natural resources through effective planning, prioritization, and an equitable and efficient use of available funding.

FINANCIAL IMPACT

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The total cost for all amended BPOs will be funded from various funding sources. Funding to pay for these parts and supplies will come from Public Works divisional available operating budgets, such as Water Operations, Wastewater Operations, and Fleet Maintenance. There are sufficient funds in the FY 2022-23 Adopted Budget for these various purchases.

COMMITTEE OUTCOME

The Public Works and Transportation Committee approved 3-0 on September 27, 2022 to approve the staff recommendation and to forward the item for Council approval.

Prepared by: Brian Yanez, Assistant Public Works Director, Joseph Marcinko, Assistant Public Works Director

ATTACHMENTS

1. Presentation
348
Public Works Blanket Purchase Orders
for FY 2022-23
Public Works & Transportation Committee
September 27, 2022
City Council
October 18, 2022
Joseph Marcinko, Assistant Public Works Director
September 27, 2022
349
That the Public Works and Transportation Committee recommended that the City Council approve and authorize the Purchasing Agent to amend the following:

1. Purchase Order #8797 with Consolidated Electrical Distributors for an additional $100,000 for a new not to exceed amount of $300,000 through June 30, 2023;

2. Purchase Order #8831 with Napa dba Ventura County Auto Supply for an additional $200,000 for a new not to exceed amount of $400,000 through June 30, 2023;

3. Purchase Order #8841 with Ferguson Enterprise, LLC for an additional $150,000 for a new not to exceed amount of $350,000 through June 30, 2023;

4. Purchase Order #8842 with Famcon Pipe & Supply Inc. for an additional $400,000 for a new not to exceed amount of $600,000 through June 30, 2023; and

5. Purchase Order #8859 with O’Reilly Auto Parts for an additional $100,000 for a new not to exceed amount of $300,000 through June 30, 2023.

PWTC RECOMMENDATION 2
350
That the City Council approve and authorize the Purchasing Agent to amend:1. Purchase Order #8797 with Consolidated Electrical Distributors for an additional $100,000 for a new not to exceed amount of $300,000 through June 30, 2023;2. Purchase Order #8831 with Napa dba Ventura County Auto Supply for an additional $200,000 for a new not to exceed amount of $400,000 through June 30, 2023;3. Purchase Order #8841 with Ferguson Enterprise, LLC for an additional $150,000 for a new not to exceed amount of $350,000 through June 30, 2023; 4. Purchase Order #8842 with Famcon Pipe & Supply Inc. for an additional $400,000 for a new not to exceed amount of $600,000 through June 30, 2023; and 5. Purchase Order #8859 with O’Reilly Auto Parts for an additional $100,000 for a new not to exceed amount of $300,000 through June 30, 2023.

CITY COUNCIL RECOMMENDATION 3
351
• A blanket purchase order (BPO) is an agreement established with a vendor to fill repetitive needs for goods
• BPOs make it more efficient for the vendor and departments to fill recurring needs, while using the buyer's full buying power by taking advantage of quantity discounts, saving administrative time, and reducing paperwork
• BPOs are established as purchase orders with a maximum order amount or not to exceed (NTE) amount, rather than for a specific amount
BACKGROUND 4
352
• Departments and divisions require a quick and efficient method to procure goods needed to accomplish their mission on an annual basis
• BPOs are a tool the City of Oxnard utilizes, as do many other public agencies in order to satisfy this need
• These original BPOs have all been issued using cooperative agreements or negotiated sole source pricing
DISCUSSION 5
353
• Cooperative agreements have been bid and awarded in
accordance with local, state and, in many instances, federal laws that govern public procurement, and other public
agencies like the City are invited to utilize the terms and conditions of purchase.
• Negotiated Sole Source agreements are utilized when no other vendor can be utilized for reasons including but not limited to: proprietary equipment, compatibility with existing city infrastructure, and territory distribution rights
DISCUSSION 6
354
• Water and Wastewater Operations utilize Rockwell brand Variable Frequency Drives (VFDs)
• VFDs control/adjust the operational speeds of various pump motors throughout the operation
• Utilizing a single brand for VFDs helps with operational efficiencies and training for staff
• Consolidated Electrical Distributors (CED) has territorial rights for the sales and distribution of Rockwell brand items in the southern California Region
DISCUSSION 7
355
Below is the list of recommended, amended BPOs used citywide that have been awarded through a cooperative agreement, with an annual NTE amount greater than $200,000 that requires the Mayor or most senior Council Member’s approval and signature. While some the contracts continue past this fiscal year, we are only requesting authorization for the current fiscal year.

DISCUSSION CONTINUED 8
Vendor Name Cooperative
Agreement
Cooperative
Agreement
Number
Cooperative
Agreement Initial
Expiration Date
Initial Issued
Amount
FY 2022-23
Recommended
Not to Exceed
Amount
Consolidated Electrical
Distributors Sole Source N/A 6/30/23 $200,000 $300,000
Napa dba Ventura
County Auto Supply Sourcewell 013020-GPC 4/13/24 $200,000 $400,000 Ferguson Enterprise,
LLC City of Ventura ITB NO.

B-130000654 6/30/23 $200,000 $350,000
Famcon Pipe & Supply
Inc. City of Ventura ITB NO.

B-130000654 6/30/23 $200,000 $600,000
O’Reilly Auto
Enterprises LLC dba
O’Reilly Auto Parts
Sourcewell 032521-ORA 5/19/25 $200,000 $300,000
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• T otal cost for all amended BPOs values will be funded from various funding sources within the Public Works Department • There are sufficient funds in the FY 2022-23 Adopted Budget for these various purchases
FINANCIAL IMPACT 9
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Questions
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CITY COUNCIL AGENDA REPORT

INFORMATION/CONSENT AGENDA
AGENDA ITEM NO. K.6

DATE: October 18, 2022

TO: City Council

FROM: Ashley Golden, Assistant City Manager, (805) 385-7478, [email protected]

SUBJECT: M6 Contract Amendment.

RECOMMENDATION

That the City Council approve and authorize the Mayor to execute a First Amendment to Agreement Number A-8418 with M6 Consulting, Inc for on-call development plan check services, increasing the agreement amount by $1,500,000.00 for a total agreement amount of $2,000,000.00 through February 1, 2025.

(Community Services, Public Safety, Housing & Development Committee approved 3-0.)

BACKGROUND

On June 30, 2021, the Public Works Department sent out a Request For Qualifications (RFQ) for multi-year on-call professional engineering services. The RFQ solicited proposals for various professional on-call engineering services including on-call Development Plan Check services. M6 Consulting, Inc. (M6) was selected through this process and Agreement A-8418 was approved by City Council on February 1, 2022 for a total agreement amount of $500,000.00 for a 3-year term. The Community Development Department began utilizing this contract for professional plan check services with M6 in March of 2022. Through August 1st, 2022, Community Development had utilized approximately $365,000.00 of this contract for professional plan check services and thus an increase in the total agreement amount is being sought.

Community Development’s use of professional plan check services has outpaced the current Agreement with M6 to the extent that the current agreement will likely be exhausted by November 2022. As of August 1st, 2022, Community Development has expended approximately 73% of the total agreement amount. We currently have an approved task order for the balance of the total agreement amount that we anticipate utilizing in the next 60 days.

DISCUSSION

Community Development has been increasingly utilizing professional consulting plan check services in an effort to mitigate the ongoing plan check review timelines and backlog that has persisted since the pandemic. While the long term business model for Community Development is to continue to fill vacant positions and perform a majority of the plan check work in-house, there has been a persistent plan check backlog that will require the continued use of consulting plan check services for the next few fiscal years. In the recent FY23 Budget, Community Development allocated $520,000 for professional consulting plan checking services. With additional financial resources budgeted in the current and prior fiscal years, progress is being made in this effort while vacant positions, 2 of which were just added with FY 23 budget, continue to be recruited and filled. We anticipate that the need for consulting plan check services will taper off as vacant positions are filled and the new employees are trained.

In addition to the plan check backlog effort, Community Development will begin the implementation of the new ERP software (EnerGov) that will replace our current computer software starting in January of 2023. This effort will require additional professional consulting services from M6 to offset the significant staff time the ERP implementation will 359
require. Community Development is anticipating utilizing up to $400,000/year for plan check services from M6 for the remaining 2.5 years of this Agreement (pending future Budget approvals), and up to $200,000 per year for the 2 year ERP/EnerGov implementation (utilizing ERP funds if so appropriated by Council) for a total of $1,400,000 anticipated for M6 services over the remainder of the term of this Agreement. This request for an increase of $1,500,000.00 should allow the Agreement to support the estimates of our consulting services needs through M6 with $100,000 remaining for other city departments to utilize under this Agreement.

STRATEGIC PRIORITIES

This agenda item supports the Economic Development strategy. The purpose of the Economic Development strategy is to develop and enhance Oxnard’s business climate, promote the City’s fiscal health, and support economic growth in a manner consistent with the City’s unique character.

FINANCIAL IMPACT

There is sufficient budget from the Community Development contract account to cover the anticipated FY23 services. All expenditures from this Agreement by Community Development will be approved through task orders utilizing available funds approved in the FY23 Budget.

COMMITTEE OUTCOME

This item was recommended for Council approval by the Community Services, Public Safety, Housing & Development Committee on September 27, 2022 by a vote of 3-0.

Prepared by: Jeff Pengilley, Assistant Community Development Director

ATTACHMENTS

1. Original Agreement A-8418_M6 Consulting_On-call Development Plan Check Services (1)

2. First Amendment M6
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Agreement No. A-8418

FIRST AMENDMENT TO AGREEMENT FOR PROFESSIONAL SERVICES

This First Amendment (“First Amendment”) to the Agreement for Professional Services (“Agreement”) is made and entered into in the County of Ventura, State of California, this ______ day of ____________, 2022, by and between the City of Oxnard, a municipal corporation (“City”), and M6 Consulting, Inc. (“Consultant”). This First Amendment amends the Agreement entered into on February 1, 2022, by City and Consultant.

City and Consultant agree as follows:

1. The amount in Section 6 of the Cover Page of the Agreement is hereby amended to $2,000,000.

2. As so amended, the Agreement remains in full force and effect.

[Signatures on next page]
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Agreement No. A-8418

IN WITNESS WHEREOF, the parties hereto have executed the Agreement on the date first written above.

CITY OF OXNARD CONSULTANT

John C. Zaragoza, Mayor Date Robert P. Woodward, CEO2 Date

Masoud Mahmoud, CFO Date

ATTEST:

Rose Chaparro, City Clerk Date

APPROVED AS TO FORM:

Stephen M. Fischer Date
City Attorney

1 The City Council must authorize and the Mayor must sign the amendment if the original co ntract and all amendments collectively total over $200,000 annually. The City Manager may authorize and sign the amendment if the original contract and all amendments collectively total over $100,000 but up to $ 200,000 annually. The Purchasing Manager may authorize and sign the amendment if the original contract and all amendments collectively total up to $100,000 annually. A Buyer may authorize and sign the amendment if the original contract and all amendments collectively total up to $25,000 annually.

2 The City requires the following for any contract:
 For a corporation, the signatures of the Board President, CEO or Vice President and of the Board Secretary, Assistant Secretary, CFO or Assistant Treasurer;
 For an LLC, the signatures of at least two managers of the LLC (company directors, not lower-level managers); or  For a partnership, the signature of a partner. If the partnership is a limited partnership, the signer must be a general partner.

If the company has a different structure, or if the above-listed persons are not the appropriate signers, please submit to the City Attorney legally-binding documentation stating who can sign and bind your company 381

CITY COUNCIL AGENDA REPORT

INFORMATION/CONSENT AGENDA
AGENDA ITEM NO. K.7

DATE: October 18, 2022

TO: City Council

FROM: Jason Benites, Police Chief, (805) 385-7624, [email protected]

SUBJECT: Southern California High Technology Task Force Service Agreement.

RECOMMENDATION

That City Council approve and authorize the Mayor to execute a two-year service agreement (Agreement #A-8490) with the County of Ventura and the Ventura County Sheriff's Office for services with the Southern California High Technology Task Force (SCHTTF) in an amount not to exceed $250,000.

(The Community Services, Public Safety, Housing & Development Committee approved 3-0 on September 27, 2022.)

BACKGROUND

The Southern California High Technology Task Force (SCHTTF) was created in 2001 to address the increase in high- technology crimes in Ventura County. This includes crimes where technology is used as an instrument to commit a crime, assist in the commission of a crime, or conduct forensic analysis of computer equipment to search for evidence associated with a criminal act. The SCHTTF is responsible for the forensic examination of all types of digital evidence, including cell phones, computers, tablets, video recorders, and other forms of developing computer-based equipment. The use of the SCHTTF is the most effective way to address computer-based crimes, as well as assist in investigating traditional crimes such as fraud, property crimes, sex assaults, and homicides.

All Ventura County law enforcement agencies entered into an MOU and agreed to participate in the funding of the SCHTTF. Per the MOU, each city in Ventura County will contribute a percentage of the cost for three (3) Office System Coordinator III positions (forensic examiners) based on the population of their respective jurisdiction. The population figures are published and taken from the State of California, Department of Finance website. As of January 2, 2022, the population estimate for Oxnard was 200,050, which is approximately 24% of Ventura County's total population, which is 833,652. The following tables show the salary and benefit amounts for three (3) Office System Coordinator III positions and the approximate population amounts for Ventura County cities and the unincorporated areas.

Office System Coordinator Salary and Benefits
Office System Coordinator III $132,531
Office System Coordinator III $135,147
Office System Coordinator III $152,805
Salary & Benefits Total Estimate $420,483

Office System Coordinator IIIs are employed by the Ventura County Sheriff's Office and address task force responsibilities. The differences in pay rates in the table above are due to the length of employment and salary increases for each Office System Coordinator III.
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Estimated Ventura County Population as of January 1, 2022 City Population % of County Population Contribution for 3 OSC III Positions
Camarillo 70,171 8.42% $35,393.32
Fillmore 16,469 1.98% $8,306.74
Moorpark 35,399 4.25% $17,854.79
Ojai 7,466 0.90% $3,765.75
Oxnard 200,050 24.00% $100,902.56
Port Hueneme 21,599 2.59% $10,894.25
Santa Paula 30,892 3.71% $15,581.51
Simi Valley 124,985 14.99% $63,040.77
Thousand Oaks 124,592 14.95% $62,842.55
Ventura 108,231 12.98% $54,590.28
Unincorporated 93,798 11.25% $47,310.47
Total 833,652 100% $420,483.00

The SCHTTF service agreement is a two-year agreement with the following estimated cost for each Fiscal Year:
 FY 2022-2023 - $100,902.56
 FY 2023-2024 - $100,902.56
 The total estimated cost for the two-year service agreement is $201,805.12  The amount requested for the service agreement is $125,000 for FY 22-23 and $125,000 for FY 23-24, and not to exceed $250,000 for the life of the service agreement.
 The additional amount requested is to cover any unexpected costs or potential employee benefit increases during the term of this service agreement.

The Oxnard Police Department does not have trained or experienced staff members capable of performing lengthy forensic data analysis or complicated forensic searches of computers or electronic equipment. The SCHTTF employs forensic examiners with high accreditation standards and ongoing certification training. Also, the SCHTTF has many software and hardware items explicitly used for forensic searches and analysis. The cost to maintain forensic computer equipment, renew forensic software licenses, and continued certification/training requirements for forensic examiners can exceed $150,000 annually.

Oxnard police detectives submit approximately 60-100 items to the SCHTTF for forensic examination each year. The following are examples of recent criminal cases where the SCHTTF played an integral role in locating evidence that led to the arrest or prosecution of violent and predatory criminals.  Forensic examiners at the SCHTTF assisted detectives in locating evidence in a suspect's cell phone associated with a child sex abuse case. The suspect was arrested and received a 32-year prison sentence.  Detectives submitted a video surveillance recorder to the SCHTTF for examination in a recent homicide case.

Forensic examiners located evidence that assisted detectives in positively identifying the suspects, which led to their arrest.
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 During a fraud investigation, forensic examiners were able to locate evidence in a laptop computer that led detectives and prosecutors to file felony charges against a suspect that committed a spree of fraudulent credit card crimes in Los Angeles and Oxnard.
 Detectives investigating an armed robbery at a gas station submitted video footage to the SCHTTF. Forensic examiners were able to improve the video footage, which assisted detectives in identifying the suspect. The suspect was arrested and charged with felony armed robbery.

The need to conduct forensic examinations of computers and electronic equipment is a necessity for law enforcement now more than ever. Criminals are highly sophisticated in how they commit crimes using modern technology and are extremely skilled at hiding evidence from law enforcement. It's essential that law enforcement, especially the Oxnard Police Department, stay ahead of advancing computer or electronic technology to keep our community safe by preventing crimes, solving crimes, and successfully prosecuting criminals.

STRATEGIC PRIORITIES

This agenda item supports the Public Safety strategy. The purpose of the Public Safety strategy is to restore and modernize the delivery of public safety services to provide for the safety of our neighborhoods and the health of our community.

FINANCIAL IMPACT

The SCHTTF service agreement is a two-year agreement with a value not to exceed $250,000. The amount requested is $125,000 for FY 22-23 and $125,000 for FY 23-24. There is sufficient FY22-23 budget available in the General Fund (Account 101-2102-802-8209 – Professional Services). Funding for FY 23-24 will be requested in the recommended budget.

COMMITTEE OUTCOME

The Community Services, Public Safety, Housing & Development Committee approved 3-0 on September 27, 2022.

Prepared by: Alex Arnett, Police Commander

ATTACHMENTS

1. High Tech Task Force Service Agreement A-8490
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CITY COUNCIL AGENDA REPORT

PUBLIC HEARINGS
AGENDA ITEM NO. L.1

DATE: October 18, 2022

TO: City Council and Oxnard Financing Authority

FROM: Betsy George, Chief Financial Officer, (805) 200-5400, [email protected]

SUBJECT: Approval of 2022 Lease Revenue Bonds, Series A and B. (0/15/15)

RECOMMENDATION

1) That the City Council conduct a public hearing and approve a resolution approving the issuance by the City of Oxnard Financing Authority of (I) not to exceed $36,000,000 of City of Oxnard Public Financing Authority Lease Revenue Bonds, Series 2022A (Tax Exempt), and (II) not to exceed $9,000,000 of City of Oxnard Financing Authority Lease Revenue Bonds, Series 2022B (Federally Taxable); approving the execution and delivery of various related documents in connection with the offering and sale of such bonds; and other matters related thereto.

2) That the City of Oxnard Financing Authority’s Board of Directors approve a resolution authorizing the issuance of (I) not to exceed $36,000,000 of City of Oxnard Public Financing Authority Lease Revenue Bonds, Series 2022A (Tax Exempt), and (II) not to exceed $9,000,000 of City of Oxnard Financing Authority Lease Revenue Bonds, Series 2022B (Federally Taxable); approving the execution and delivery of various related documents in connection with the offering and sale of such bonds; and other matters related thereto.

Please click the following link to view the required Measure M pre-recorded presentation video:
https://youtu.be/XVVlaQEB-ds

BACKGROUND

The City currently has five outstanding series of General Fund and Measure O Fund backed bonds that were issued between 2012 and 2019. The total outstanding par of these five bonds is just under $70 million and debt service is paid by the General Fund (Fund 101) and by the Measure O Fund (Fund 104). As shown in the graph on the next page, overall annual debt service payments are fairly level at about $7.65 million through fiscal year 2027-28 and then annual debt service decreases in FYs 2029, 2030, 2033, 2034, and 2037 as various bond issues mature, with no General Fund backed debt payments currently scheduled beyond FY 2041.

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In addition to these outstanding bonds, the City anticipates issuing the 2022 Lease Revenue Bonds, Series A (“2022A Bonds”) to finance street and alleyway improvements, and issuing the 2022 Lease Revenue Bonds, Taxable Series B (“2022B Bonds,” collectively the “2022 Bonds”) to finance the implementation of Phases 3 and 4 (out of 5 total phases) of the City’s ERP.

New Money Funding for Street & Alleyway Improvements
During the May 18, 2021, meeting, City Council directed staff to identify projects and funding options for roadway improvements to increase the City’s average PCI to a minimum of 70. City staff has identified the projects and a funding shortfall for those projects. Historically, the only source of guaranteed funding has come from Road Maintenance and Rehabilitation Account (“RMRA”) revenues through SB-1. This funding source currently brings in approximately $4 million per year. In addition, the City plans to apply revenues from the General Fund and Measure O sales tax. Measure O currently generates approximately $16 million annually, of which a significant portion is applied towards City services and debt service for existing outstanding obligations.

After applying all RMRA and available Measure O funds, City staff estimates a shortfall in funding needed to improve the roadway condition to a PCI of 70 by the September 2024 target date. The current shortfall estimate is approximately $44 million, of which the City anticipates funding $30 million with proceeds generated through the issuance of 2022A Bonds. The final term of the bonds is expected to be 25 years and aligns with the IRS requirements related to the useful life of the improvements being financed.

New Money Funding for ERP Implementation
In addition to financing street and alleyway improvements, the City intends to issue the 2022B Bonds to finance Phases 3 and 4 (out of 5 total phases) of the City’s ERP system implementation. Previously, the City financed Phases 1 and 2 of the ERP system implementation as part of the 2019 Lease Revenue Bonds. The projected cost of Phases 3 and 4 ERP 403
system implementation is $8 million. Because of IRS regulations related to the financing of software licensing, the bonds associated with the ERP implementation will need to be issued on a taxable basis. The final term for these bonds is expected to be 15 years.

ERP Implementation Phases:
• Phase 1: Enterprise Financial Management (Core Financials) and Electronic Timesheets • Phase 2: Human Capital Management (HCM)
• Phase 3: Energy (planning, permitting, and licensing) • Phase 4: Enterprise Asset Management (EAM)
• Phase 5: Utility Billing

Refunding the 2012 Lease
Including a refunding of the 2012 Lease in the 2022 Bonds would be advantageous to the City since it would strategically release the assets that are currently encumbered by those bonds and allow the City to continue using the assets leveraged in past financings as security for the 2022 Bonds. The 2012 Lease has only $2.3 million outstanding, but is secured by the City Hall/Council Chambers and Civic Center ($19 million total insured value). Including a refunding of the 2012 Lease in the 2022 Bonds allows the City to re-use City Hall as a security, utilizing that asset’s $19 million insured value as partial security for the 2022 Bonds. This strategic refunding of the 2012 Lease reduces the amount of additional City assets that would need to be pledged as security for the 2022 Bonds.

Based on current market rates, a refinancing of the 2012 Lease is expected to result in slight net present value dis-savings (i.e., refunding debt service slightly higher than prior debt service). Although refunding the 2012 Lease does not meet the City’s present value savings threshold as outlined in the City’s Debt Management Policy, the Policy provides for alternative, strategic reasons to refund bonds without meeting that threshold.

Anticipated Structure of the 2022 Bonds
As shown in the graph below, the tax exempt 2022A Bonds is expected to be amortized over a 25-year term on a level annual basis, with estimated annual debt service of 2.3 million per year. The 2022B taxable series is expected to be amortized through fiscal year 2036-2037. The 2022B Bonds will finance Phases 3 and 4 of the ERP implementation and the 15-year term of that series ties to the useful life of the asset being financed. The 2022B Bonds will be amortized on a level annual basis through fiscal year 2036-37, with an estimated $800,000 annual debt service.

The aggregate structure for the 2022 Bonds has an estimated aggregate debt service of $3.1 million per year through fiscal year 2036-37, with debt service stepping down to $2.3 million per year from fiscal year 2037-38 through fiscal year 2046-47. Total debt service on all outstanding General Fund and Measure O Bonds is anticipated to be $10.3 million per year through fiscal year 2028-29, after the 2022 Bonds are issued, and decrease thereafter.

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Master Lease Structure and Asset Pool
The 2022 Bonds will utilize the Master Lease structure the City implemented in 2019. Accordingly, the 2022 Bonds will be issued on parity to the 2019 Bonds and be subject to many of the same terms and conditions as the 2019 Bonds. By using the 2019 Master Lease structure, the City has some additional flexibility with regard to which assets are included as the security for the 2022 Bonds and creates a “pool” of assets that can be pledged to the 2022 Bonds and future bonds that may be issued to finance infrastructure needs, such as for the Aquatics Center, Senior Center or fire stations. Pooling the City’s assets under the 2019 Master Lease structure can also prevent a potential issue of certain individual assets being viewed as “non-essential” by investors, which could prevent some investors from buying the City’s bonds.

The table below identifies the anticipated asset pool for the Master Lease, which will serve as security for the $25,655,000 outstanding 2019 Lease Revenue Bonds and for the up to $45 million 2022 Lease Revenue Bonds. Excess total asset value can be used on a future financing through the Master Lease.

Legal Documents for Approval
The issuance of the 2022 Bonds will require the Board of the City of Oxnard Financing Authority and the City Council to approve resolutions authorizing amendments to the 2019 Indenture of Trust, a Facility Lease, Site Lease, Assignment Agreement, a Bond Purchase Agreement, and the Preliminary Official Statement for the 2022 Bonds. Those legal and disclosure documents are briefly summarized below:

Authorizing Resolutions - the Authorizing Resolutions authorize the amendments to the 2019 legal documents, the escrow agreement, the bond purchase agreement, and the preliminary official statement. Those resolutions also authorize City staff to execute those legal documents for the 2022 Bonds, provided the final terms on each series are within not-to-exceed parameters identified therein.

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First Supplement to the Indenture of Trust – this document supplements the 2019 Indenture of Trust to provide for the 2022 bonds and formalizes the relationship between the City of Oxnard Financing Authority (issuing the 2022 Bonds), the City of Oxnard, and Computershare Trust Company, N.A. as trustee for the 2022 Bonds. The Indenture describes key terms of the 2022 Bonds, including the payment terms and schedule, prepayment options, other covenants related to the 2022 Bonds, and other administrative items.

First Amendment to the Site Lease – this document amends the 2019 Site Lease to provide for the 2022 Bonds and details how the leased assets (underlying properties securing the bonds) are leased from the City to the Financing Authority.

First Amendment to Facility Lease – this document amends the 2019 Facility Lease to provide for the 2022 Bonds and details how the leased assets (underlying properties securing the bonds) are leased from the Financing Authority back to the City in exchange for annual rental payments made by the City to the Financing Authority.

First Amendment to Assignment Agreement – this document amends the 2019 Assignment Agreement to provide for the 2022 Bonds and details how the Financing Authority assigns its rights to receive annual rental payments from the City under the Facility Lease over to the Trustee of the 2022 Bonds.

Bond Purchase Agreement – this document governs the relationship between the City and Stifel Nicolaus (the “Underwriter”). In this document, the Underwriter agrees to purchase all of the 2022 Bonds from the Financing Authority provided the terms and conditions set forth therein are satisfied. The Underwriter will then sell the 2022 Bonds to investors.

Preliminary Official Statement – this is the primary disclosure document for the 2022 Bonds and provides bond investors with information about the 2022 Bonds, the security for the 2022 Bonds and sources of payment, the state of the General Fund’s finances and operations, and outlines key risk factors for bond investors to consider. The Preliminary Official Statement also details the continuing disclosure covenants the City will make with investors of the 2022 Bonds. Following a careful review by the City Council, staff, and financing team, this document will be widely distributed to the investing public as the Underwriter markets the 2022 Bonds.

Anticipated Timing of the 2022 Bonds
If City Council and the Financing Authority’s Board of Directors approve the resolutions authorizing the issuance of the 2022 Bonds, City staff will work with the financing team to publish the Preliminary Official Statement in mid-October and make it available to potential bond investors. The bond sale would occur in late October and then the 2022 Bonds would close during the first half of November, at which time the money will be available for projects.

STRATEGIC PRIORITIES

This agenda item supports the Organizational Effectiveness strategy. The purpose of the Organizational Effectiveness strategy is to reinforce, stabilize, improve, and strengthen the organizational foundation of the City in order to build a modern, high-functioning City government that effectively and efficiently supports the operating departments in providing high-quality services and programs for our residents and businesses.

This agenda item supports the Infrastructure and Natural Resources strategy. The purpose of the Infrastructure and Natural Resources strategy is to preserve and improve our roads, utilities, parks, trees, water supply and natural resources through effective planning, prioritization, and an equitable and efficient use of available funding.

FINANCIAL IMPACT

Based on current interest rates, the annual debt service on the 2022 Bonds is estimated to be $3.1 million per year through fiscal year 2036-37, dropping to $2.3 million per year through 2046-47. The associated costs of issuing the 2022 Bonds will be paid out of the financing. As mentioned earlier, refunding the 2012 Lease results in slight present value dis- savings relative to the prior debt service on those bonds, but the refunding strategically allows the City to reuse the asset currently pledged to the 2012 Lease to provide a portion of the security on the 2022 Bonds. The Good Faith Estimates result in a projected aggregate principal amount of $40.25 million for the 2022 Bonds. Staff is requesting authority up to a 406
not to exceed amount of $45 million to allow for potential changes in market conditions and other cost estimates that may potentially vary.

GOOD FAITH ESTIMATES
The good faith estimates set forth herein are provided with respect to the Bonds in accordance with California Government Code Section 5852.1. Such good faith estimates have been provided to the City by the Municipal Advisor as of September 29, 2022.

Principal Amount. The Municipal Advisor has informed the City that, based on the City’s purchase agreements, financing plan, and current market conditions, its good faith estimate of the aggregate principal amount of the Bonds is $40,250,000 (the “Estimated Principal Amount”).

True Interest Cost of the Bonds. The Municipal Advisor has informed the City that, assuming that the Estimated Principal Amount of the Bonds, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the true interest cost of the Bonds is 5.00%.

Finance Charge of the Bonds. The Municipal Advisor has informed the City that, assuming that the Estimated Principal Amount of the Bonds, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the finance charge for the Bonds, which means the sum of all fees and charges paid to third parties (or costs associated with the Bonds), is $921,719.

Amount of Proceeds to be Received. The Municipal Advisor has informed the City that, assuming that the Estimated Principal Amount of the Bonds, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the amount of proceeds expected to be received by the City for the Bonds is $40,348,575.

Total Payment Amount. The Municipal Advisor has informed the City that, assuming that the Estimated Principal Amount of the bonds, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the total payment amount, which means the sum total of all payments the City will make to pay debt service on the Bonds is $68,805,665, which excludes any reserves or capitalized interest paid or funded with proceeds of the Bonds (which may offset such total payment amount).

The foregoing estimates constitute good faith estimates only as of September 29, 2022, and are based on market conditions prevailing at the time of preparation of such estimates. The actual principal amount of the Bonds issued and sold, the true interest cost thereof, the finance charges thereof, the amount of proceeds received therefrom and total payment amount with respect thereto may differ from such good faith estimates due to (a) the actual date of the sale of the Bonds being different than the date assumed for purposes of such estimates, (b) the actual principal amount of 2022 Bonds sold being different from the Estimated Principal Amount, (c) the actual amortization of the Bonds being different than the amortization assumed for purposes of such estimates, (d) the actual market interest rates at the time of sale of the Bonds being different than those estimated for purposes of such estimates, (e) other market conditions, or (f) alterations in the Authority’s financing plan, or a combination of such factors. The actual date of sale of the Bonds and the actual principal amount of the Bonds sold will be determined by the Authority based on the timing of the need for proceeds of the Bonds and other factors. The actual interest rates borne by the Bonds will depend on market interest rates at the time of sale thereof. The actual amortization of the Bonds will also depend, in part, on market interest rates at the time of sale thereof. Market interest rates are affected by economic, national, international and other factors beyond the control of the Authority, or the Municipal Advisor.

COMMITTEE OUTCOME

The Finance and Governance Committee voted 3-0 on September 27, 2022, to approve the staff recommendation and to forward the item for City Council and Financing Authority’s Board of Directors' approval.

Prepared by: NHA Advisors

ATTACHMENTS

1. Presentation_2022 LRBs

2. City Resolution - Oxnard 2022 LRBs
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3. Authority Resolution - Oxnard 2022 LRBs

4. Bond Purchase Agreement - Oxnard 2022 LRBs

5. First Supplement to the Indenture - Oxnard 2022 LRBs (1)

6. First Supplement to Site Lease - Oxnard 2022 LRBs

7. First Amendment to Facility Lease - Oxnard 2022 LRBs (3)

8. First Amendment to the Assignment Agreement - Oxnard 2022 LRBs

9. Preliminary Official Statement - Oxnard 2022 LRBs
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City of Oxnard
2022 Lease Revenue Bonds, Series A & B
(Street & Alleyway Improvements, ERP Phases 3 &4, 2012 Refunding) PRESENTATION TO CITY COUNCIL
OCTOBER 18, 2022
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Recommendations
 City of Oxnard City Council adopt a resolution approving the issuance by the City of Oxnard Financing Authority of (I) not to exceed $36,000,000 of City of Oxnard Public Financing Authority Lease Revenue Bonds, Series 2022A (Tax Exempt), and (II) not to exceed $9,000,000 of City of Oxnard Financing Authority Lease Revenue Bonds, Series 2022B (Federally Taxable); approving the execution and delivery of various related documents in connection with the offering and sale of such bonds; and other matters related thereto  City of Oxnard Financing Authority’s Board of Directors adopt a resolution authorizing the issuance of (I) not to exceed $36,000,000 of City of Oxnard Public Financing Authority Lease Revenue Bonds, Series 2022A (Tax Exempt), and (II) not to exceed $9,000,000 of City of Oxnard Financing Authority Lease Revenue Bonds, Series 2022B (Federally Taxable); approving the execution and delivery of various related documents in connection with the offering and sale of such bonds; and other matters related thereto
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City’s Financing Team
• Issuer  for the 2022 BondsCity of Oxnard Financing
Authority
•C i t y ’ s municipal financial advisorNHA Advisors
• Disclosure  CounselBest Best & Kreiger
•B o n d CounselNixon Peabody
• UnderwriterStifel Nicolaus
•B o n d trusteeComputershare Trust
Company
3 411
Background and Financing Need
 City has $70M of
outstanding general fund
debt
 Current aggregate annual
debt service of $7.65M per
year through 2027‐28
 City Council directed staff in
May 2021 to work toward a
minimum average PCI of 70
for City streets
 City staff identified a bond
funding need of $30 million
 City financed ERP Phases 1
and 2 implementation in
2019 and has a funding need
of $8 million for
implementation of Phases 3
and 4
 Total new money financing
need of $38 million
4 $0
$1,000,000
$2,000,000
$3,000,000
$4,000,000
$5,000,000
$6,000,000
$7,000,000
$8,000,000
$9,000,000
Fiscal Year
City of Oxnard ‐ General Fund Combined Bond Debt Service 2012 Bonds
2014 LRB Refunding Bonds
2014 CMFA Revenue Bonds (Fire Station)
2018 LRB Refunding
2019A Lease Revenue Bonds
Note: Excludes Debt Service on Capital/Equipment Leases 412
Refunding 2012 Lease
 Strategic refunding of the 2012 Lease would allow the City to re‐use the assets pledged to those bonds and use that asset as security for the 2022 Bonds  $2.3M outstanding amount on 2012 Lease is secured by a $19M City Hall/Council Chambers and Civic Center asset
 Refunding the 2012 Lease reduces the number of other City properties that must be pledged as security for the 2022 Bonds
 Based on current market rates, refunding the 2012 Lease has very slight present value dis‐savings
 Refunding the 2012 Lease to allow the City to use the $19M City Hall asset toward the 2022 Bonds would be considered a strategic, non‐economic refunding under the City’s Debt Policy 5 413
Anticipated Structure of the 2022 Bonds
 Expected to utilize two series
 Series A (tax exempt) – about $32
million
 Series B (taxable) – about $8.2
million
 Each series structured with
level annual payments
 Taxable Series B with 15‐year
term; tax exempt Series A with
25‐year term
 Level  $3.1M annual debt service
through 2036‐37 and then step
down to level $2.3M annual debt
service through 2046‐47
 2022 Bonds will utilize the 2019
Master Lease structure
 2022 Bonds will be on parity with
2019 Bonds and subject to the
same terms and conditions
Note: Based on market rates as of 9/29/2022, subject to change with the market 0 500,000
1,000,000
1,500,000
2,000,000
2,500,000
3,000,000
3,500,000
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
2045
2046
2047
2022 Lease Revenue Bonds
Anticipated Structure
Tax Exempt Series
Taxable Series
414
Asset Pool for 2019 Master Lease
 Utilizing the 2019 Master Lease structure allows for pooling of the assets providing security for the outstanding 2019 LRBs and the anticipated 2022 Bonds
 Total anticipated asset value of $72M to secure $66M of debt  $25.7M outstanding 2019 LRBs + anticipated $40.2M 2022 LRBs  Excess asset value can be used on a future financing through the Master Lease Address Description Note 2022  Insured Value
214 S. C Street Administrative Offices Already  in Pool for 2019 LRBs $20,157,566 360 W. 2nd Street Fire Administration Building Already  in Pool for 2019 LRBs $6,821,783 305 W. 3rd Street City Hall/Council Chambers and Civic Center Available  due to 2012 Refunding $18,928,691 4300 S. Saviers Rd. South Oxnard Branch Library New  Asset $18,716,042 200 E. Bard Rd. South Oxnard Center New  Asset $7,340,094 $71,964,176
Assets in 2019 Master Lease Pool
Total Asset Values
415
Summary of Legal and Disclosure Documents
8 Authorizing Resolutions
•City Council and Financing Authority
•Authorize legal documents and
authorize City staff to execute
documents
•Identifies not‐to‐exceed amounts
related to the Bonds
First Supplement to Indenture
of Trust
•Establishes relationship with Trustee
and key terms for the Bonds
First Amendment to Site Lease
•Identifies how the underlying assets
are leased from City to the Financing
Authority
Fist Amendment to Facility
Lease
•Details how the underlying assets are
leased back from Financing Authority
to City in exchange for annual rental
payments
First Amendment to
Assignment Agreement
•Details how Financing Authority
assigns rights to rental payments over
to the Trustee for payment on the
2022 Bonds
Bond Purchase Contract
•Governs relationship between
Financing Authority and the
Underwriter (Stifel Nicolaus)
•Details terms of sale for the 2022
Bonds (blanks will be filled in once the
terms are known on the day of sale)
Preliminary Official Statement
•Primary disclosure document for the
2022 Bonds; widely distributed to the
markets
•Includes the continuing disclosure
agreement  for ongoing disclosure to
investors
416
Anticipated Timing
September 27,
2022:

Finance and
Governance
Committee
Approval
Early October:

Credit Rating
Process
October 18,
2022:

City Council
Considers
Financing
Late October:

Price Bonds
Early
November:

Closing
9 417
Recommendations
 City of Oxnard Financing Authority’s Board of Directors adopt a resolution authorizing the issuance of (I) not to exceed $36,000,000 of City of Oxnard Public Financing Authority Lease Revenue Bonds, Series 2022A (Tax Exempt), and (II) not to exceed $9,000,000 of City of Oxnard Financing Authority Lease Revenue Bonds, Series 2022B (Federally Taxable); approving the execution and delivery of various related documents in connection with the offering and sale of such bonds; and other matters related thereto
 City of Oxnard City Council adopt a resolution approving the issuance by the City of Oxnard Financing Authority of (I) not to exceed $36,000,000 of City of Oxnard Public Financing Authority Lease Revenue Bonds, Series 2022A (Tax Exempt), and (II) not to exceed $9,000,000 of City of Oxnard Financing Authority Lease Revenue Bonds, Series 2022B (Federally Taxable); approving the execution and delivery of various related documents in connection with the offering and sale of such bonds; and other matters related thereto 10 418
Questions?
11 419

RESOLUTION NO. ______

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

OXNARD APPROVING THE ISSUANCE BY THE CITY OF

OXNARD FINANCING AUTHORITY OF (I) NOT TO EXCEED
$36,000,000 OF CITY OF OXNARD FINANCING AUTHORITY
LEASE REVENUE BONDS, SERIES 2022A (TAX-EXEMPT),
AND (II) NOT TO EXCEED $9,000,000 OF CITY OF OXNARD

FINANCING AUTHORITY LEASE REVENUE BONDS,
SERIES 2022B (FEDERALLY TAXABLE); APPROVING THE

EXECUTION AND DELIVERY OF VARIOUS RELATED

DOCUMENTS IN CONNECTION WITH THE OFFERING AND
SALE OF SUCH BONDS ; AND OTHER MATTERS RELATED

THERETO
WHEREAS, the City of Oxnard Financing Authority (the “Authority”) was established for the purpose, among others, of p roviding for the financing of public capital improvements for the City of Oxnard (the “City”); and
WHEREAS, the City desires to finance certain street improvement projects throughout the City (the “Street Improvement Project”); and WHEREAS, the City has previously entered into a Lease/Purchase Agreement, dated as of August 1, 2012 (the “2012 Lease”), by and between the City and the Authority, of which $2,303,516 of principal component are currently outstanding; and WHEREAS, the Authority and the City have determined, that it is necessary and desirable in order to finance the Street Improvement Project and ref und the 2012 Lease, to authorize the issuance, sale and delivery of the City of Oxnard Financing Authority Lease Revenue Bonds, Series 2022A (Tax -Exempt) (the “Series 2022A Bonds”), in the aggregate principal amount of not to exceed $ 36,000,000, under the provisions of Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the “Law”); and
WHEREAS, the City desires to finance certain costs related to the second phase of implementatio n of a Software as a Service Agreement between the City and Tyler Technologies, Inc. (the “ERP Project,” and together with the Street Improvement Project, the “Projects”); and
WHEREAS, the Authority and the City have determined, that it is necessary and desirable in order to finance the ERP Project to authorize the issuance, sale and delivery of the City of Oxnard Financing Authority Lease Revenue Bonds, Series 2022B (Federally Taxable ) (the “Series 2022B Bonds,” and together with the Series 2022A Bonds, th e “Series 2022 Bonds”), in the aggregate principal amount of not to exceed $9,000,000, under the provisions of the Law; and
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WHEREAS, as required by Section 6586.5 of the Law, the City has caused publication of a notice of a public h earing on the financing of the Projects once at least five days prior to the hearing in a newspaper of general circulation in the City; and WHEREAS, this City Council held a public hearing at which all interested persons were provided the opportunity to speak on the subject of financing the Projects; and WHEREAS, in connection with the issuance of the Series 2022 Bonds, the City desires to approve the form and distribution of a preliminary official statement (the “Preliminary Official Statement”); and
WHEREAS, the City also des ires to approve in connection with the sale of the Series 2022 Bonds, the form of a Contract of Purchase (the “Contract of Purchase ”) among the Authority, the City and Stifel, Nicolaus & Company, Incorporated (the “Underwriter”); and WHEREAS, Senate Bill 4 50 (Chapter 625 of the 2017 -2018 Session of the California Legislature) ( “SB 450”) requires that the City obtain from an underwriter, financial advisor or private lender and disclose, prior to authorization of the issuance of bonds with a term of greater than 13 months, good faith estimates of the following information in a meeting open to the public: (a) the true interest cost of the bonds, (b) the sum of all fees and charges paid to third parties with respect to the bonds, (c) the amount of proceeds of the bonds expected to be received net of the fees and charges paid to third parties and any reserves or capitalized interest paid or funded with proceeds of the bonds, and (d) the sum total of all debt service payments on the bonds calculated to the final ma turity of the bonds plus the fees and charges paid to third parties not paid with the proceeds of the bonds; and
WHEREAS, in compliance with SB 450, the City has obtained from NHA Advisors, as the City’s municipal advisor, and the Underwriter, the required good faith estimates and such estimates have been disclosed to the City Council prior to the date of this Resolution ; and
WHEREAS, Senate Bill 1029 ( “SB 1029 ”) was signed by the California Governor on September 12, 2016, and places additional responsibili ties on any issuer of public debt including the adoption of debt management policies that meet certain criteria; and WHEREAS, the Ci ty has represented that it is in compliance with the applicable SB 1029 pre -issuance requirements and that it expects to com ply with all post -issuance requirements of SB 1029 applicable to the Series 2022 Bonds; and WHEREAS, to fulfill the requirements of Rule 15c2 -12 under the Securities Exchange Act of 1934 (as amended, the “Rule”), the City will enter into a Continuing Disclosure Agreement (the “Continuing Disclosure Agreement ”), whereby the City will agree to provide certain continuing disclosure reports; and
WHEREAS, in connection with the issuance of the Authority’s Lease Revenue Bonds, Series 2019A (Federally Taxable), th e City has previously entered into the following agreements:
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(a) the Indenture, dated as of December 1, 2019 (the “2019 Indenture”), among the Authority, the City and Computershare Trust company, N.A., as successor trustee (the “Trustee”);
(b) the Site Lease, date d as of December 1, 2019 (the “2019 Site Lease”) between the City and the Authority;
(c) the Facility Lease, dated as of December 1, 2019 (the “2019 Facility Lease”) between the City and the Authority;
WHEREAS, there have been presented to this meeting the pro posed forms of the following documents:
(a) the First Supplement to Indenture, dated as of November 1, 2022 (the “First Supplement to Indenture”), among the Authority, the City and the Trustee; (b) the First Amendment to Site Lease, dated as of November 1, 2022 (t he “First Amendment to Site Lease”) between the City and the Authority; (c) the First Amendment to Facility Lease, dated as of November 1, 2022 (the “First Amendment to Facility Lease”) between the City and the Authority; (d) the First Amendment to Assignment Agre ement, dated as of November 1, 2022 (the “First Amendment to Assignment Agreement”) between the Authority and the Trustee; (e) the Preliminary Official Statement;
(f) the Contract of Purchase; and
(g) the Continuing Disclosure Agreement;
NOW, THEREFORE, BE IT RESOLVE D, by the City Council of the City of Oxnard, as follows:

SECTION 1. Findings and Determinations . Pursuant to the Law, and based on the information provided to the City Council by City staff and consultants, all as set forth in the proceedings and documents provi ding for the issuance and delivery of the Series 2022 Bonds, the City Council hereby finds and determines that the issuance of the Series 2022 Bonds to finance the Projects and the transactions related thereto will result in significant public benefits within the contemplation of Section 6586 of the Law, namely, demonstrable savings in bond preparation, bond underwriting and bond issuance costs, and employment benefits from undertaking the project in a timely fashion.

SECTION 2. Approval of Issuance of Series 2022A Bonds by the Authority. The issuance of the Series 2022A Bonds by the Authority on the terms and conditions set forth in, and subject to the limitations specified in, the 2019 Indenture, as supplemented by the First Supplement to Indenture, and this Resolution, is hereby approved; provided, however, that (i) the 422
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aggregate principal amount of Series 2022A Bonds shall not exceed $ 36,000,000, and (ii) the maturity of the Series 2022A Bonds shall not exceed June 1, 2052.

SECTION 3. Approval of Issuance of Series 2022B Bonds by the Authority. The issuance of the Series 2022B Bonds by the Authority on the terms and conditions set forth in, and subject to the limitations specified in, the 2019 Indenture, as supplemented by the First Supplement to Indenture, and this Resolution, is hereby approved; provided, however, that (i) the aggregate principal amount of Series 2022B Bonds shall not exceed $9,000,000, and (ii) the maturity of the Series 2022B Bonds shall not exceed June 1, 2042.

SECTION 4. Approval of the First Supplement to Indenture. The form of the First Supplement to Indenture, in order to supplement the 2019 Indenture, presented at this meeting is hereby approved , and the Mayor, the City Manager, the Chief Financial Officer and the City Clerk, or his or her designee (each, an “Authorized Officer”) are each hereby authorized and directed, for and in the name of and on behalf of the City, to execute, acknowledge and deliver the First Supplement to Indenture in substantially the form presented at this meeting with such c hanges therein as the officer executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof, including with respect to whether and what type(s) of credit enhancement supports the Series 2022 Bonds, or by other factors, as determined by the Authorized Officers in consultation with the City’s financial and legal consultants as being in the best interests of the City.

SECTION 5. Approval of the First Amendment to Site Lease. The form of the First Amendment to Site Lease, in order to amend the 2019 Site Lease, presented at this meeting is hereby approved and each Authorized Officer is hereby authorized and directed, for and in the name of and on behalf of the City, to execute, acknowledge and deliver the First Amendment to Site Lease in substantially the form presented at this meeting with such changes therein as the Authorized Officer executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof.

SECTION 6. Approval of the First Amendment to Facility Lease . The form of First Amendment to Facility Lease , in order to amend the 2019 Facility Lease, presented at this meeting is hereby approved and each Authorized Officer is hereby authorized and directed, for and in the name of and on behalf of the City, to execute, acknowledge and deliver the First Amendment to Facility Lease in substantially the form presented at this meeting with such changes therein as the Authorized Officer executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof.

SECTION 7. Approval of the Contract of Purchase . The City is hereby authorized to enter into the Contract of Purchase and each Authorized Officer is hereby authorized and directed to execute and deliver the Contract of Purchase on behalf of the City, in substantially the form presented to this meeting, with such changes therein, deletions therefrom and additions thereto as the Authorized Officer shall approve in consultation with the City’s financial and legal consultants, which approval shall be conclusively evidenced by the execution and delivery thereof; provided, that the underwriting discount payable by the City pursuant to the Contract of Purchase shall not exceed 0.325% of the aggregate principal am ount of the Series 423
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2022 Bonds and the true interest cost of the Series 2022A Bonds and the Series 2022B Bonds shall not exceed 6.0% and 7.0%, respectively.

SECTION 8. Approval of Official Statement . The Preliminary Official Statement is hereby approved and the same may be used and is hereby authorized to be used and distributed in the market by the Underwriter incident to the marketing of the Series 2022 Bonds.

Each Authorized Officer is hereby authorized to (a) make such changes in such form of the Preliminary Official Statement as such officer, in consultation with the City’s financial and legal consultants and the Underwriter, shall determine to be appropriate, and (b) on behalf of the City, to deem such Preliminary Official Statement “final” pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the “Rule”). Each Authorized Officer is authorized and directed to prepare a final Official Statement, with such additional information as may be permitted to be excluded from the Preliminary Official Sta tement pursuant to the Rule, which final Official Statement shall be executed and delivered in the name and on behalf of the City by an Authorized Officer, and such Authorized Officer is authorized and directed to prepare, execute and deliver in the name a nd on behalf of the City any supplemental filings related to such final Official Statement.

SECTION 9. Approval of Continuing Disclosure Agreement . The form of Continuing Disclosure Agreement presented at this meeting is hereby approved and each Authorized Officer is hereby authorized and directed, for and in the name of and on behalf of the City, to execute, acknowledge and deliver the Continuing Disclosure Agreement in substantially the form presented at this meeting with such changes therein as the Authorized Of ficer executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof.

SECTION 10. Other Acts . The officers and staff of the City are hereby authorized and directed, jointly and severally, to do any and all things, to execute and deliver any and all documents, which in consultation with the City Attorney or with Nixon Peaobdy LLP, as bond counsel, they may deem necessary or advisable in order to effectuate the purposes of this Resolution, and any and all such actions previously taken by such officers or staff members are hereby ratified and confirmed. Any one of the Authorized Officers is hereby authorized and directed, for and in the name and on behalf of the City, to evaluate and select one or more municipal bond in surers for all or any portion of the Series 2022 Bonds and to execute and deliver such contracts and agreements with such bond insurers as may be approved by the Authorized Officer executing the same, subject to the provisions of this Resolution, such approval to be conclusively evidenced by such execution and delivery . 424
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SECTION 11. Effective Date. This Resolution shall take effect upon adoption.

PASSED and ADOPTED this _______, 2022.

Mayor

ATTESTED:

City Clerk

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RESOLUTION NO. _____

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE

CITY OF OXNARD FINANCING AUTHORITY

AUTHORIZING THE ISSUANCE OF (I) NOT TO EXCEED
$36,000,000 OF CITY OF OXNARD PUBLIC FINANCING
AUTHORITY LEASE REVENUE BONDS, SERIES 2022 A
(TAX-EXEMPT), AND (II ) NOT TO EXCEED $ 9,000,000 OF

CITY OF OXNARD FINANCING AUTHORITY LEASE
REVENUE BONDS, SERIES 2022B (FEDERALLY TAXABLE);

APPROVING THE EXECUTION AND DELIVERY OF

VARIOUS RELATED DOCUMENTS IN CONNECTION WITH
THE OFFERING AND SALE OF SUCH BONDS ; AND OTHER

MATTERS RELATED THERETO

WHEREAS, the City of Oxnard Financing Authority (the “Authority”) was established for the purpose, among others, of providing for the financing of public capita l improvements for the City of Oxnard (the “City”); and
WHEREAS, the City desires to finance certain street improvement projects throughout the City (the “Street Improvement Project”); and WHEREAS, the City has previously entered into a Lease/ Purchase Agreement, dated as of August 1, 2012 (the “2012 Lease”), by and between the City and the Authority, of which $2,303,516 of principal component are currently outstanding; and WHEREAS, the Authority and the City have determined, that it is necessar y and desirable in order to finance the Street Improvement Project and refund the 2012 Lease, to authorize the issuance, sale and delivery of the City of Oxnard Financing Authority Lease Revenue Bonds, Series 2022A (Tax -Exempt) (the “Series 2022A Bonds”), in the aggregate principal amount of not to exceed $36,000,000; and
WHEREAS, the City desires to finance certain costs related to the second phase of implementation of a Software as a Service Agreement between the City and Tyler Technologies, Inc. (the “E RP Project,” and together with the Street Improvement Project, the “Projects”); and
WHEREAS, the Authority and the City have determined, that it is necessary and desirable in order to finance the ERP Project to authorize the issuance, sale and delivery of the City of Oxnard Financing Authority Lease Revenue Bonds, Series 2022B (Federally Taxable) (the “Series 2022B Bonds,” and together with the Series 2022A Bonds, the “Series 2022 Bonds”) in the aggregate principal amount of not to exceed $9,000,000; and WHEREAS, the City has, prior to the consideration of this resolution, held a public hearing on the financing of the Projects with the proceeds of the issuance of the applicable series of Series 2022 Bonds in accordance with Section 6586.5 of the Marks-Roos Local Bond 426
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Pooling Act of 1985, commencing with Section 6584 of he California Government Code (the “Act”); and
WHEREAS, notice of such hearing was published once in a newspaper of general circulation in the City, at least five days prior to the hearing i n accordance with Section 6586.5 of the Act; and
WHEREAS, in connection with the issuance of the Series 2022 Bonds, the Authority desires to approve the form and distribution of a preliminary official statement (the “Preliminary Official Statement”); and
WHEREAS, the Authority also desires to approve in connection with the sale of the Series 2022 Bonds, the form of a Contract of Purchase (the “Contract of Purchase ”) by and among the Authority, the City and Stifel, Nicolaus & Company, Incorporated (the “Underwriter”); and
WHEREAS, in connection with the issuance of the Authority’s Lease Revenue Bonds, Series 2019A (Federally Taxable), the Authority has previously entered into the following agreements:
(a) the Indenture, dated as of December 1, 2019 (the “2019 In denture”), among the Authority, the City and Computershare Trust Company, N.A., as successor trustee (the “Trustee”);
(b) the Site Lease, dated as of December 1, 2019 (the “2019 Site Lease”) between the City and the Authority;
(c) the Facility Lease, dated as of December 1, 2019 (the “2019 Facility Lease”) between the City and the Authority;
(d) the Assignment Agreement, dated as of December 1, 2019 (the “2019 Assignment Agreement”) between the Authority and the Trustee; WHEREAS, there have been presented to this meet ing the proposed forms of the following documents:
(a) the First Supplement to Indenture, dated as of November 1, 2022 (the “First Supplement to Indenture”), among the Authority, the City and the Trustee; (b) the First Amendment to Site Lease, dated as of November 1, 2022 (the “First Amendment to Site Lease”) between the City and the Authority; (c) the First Amendment to Facility Lease, dated as of November 1, 2022 (the “First Amendment to Facility Lease”) between the City and the Authority; (d) the First Amendment to Assi gnment Agreement, dated as of November 1, 2022 (the “First Amendment to Assignment Agreement”) between the Authority and the Trustee; 427
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(e) the Preliminary Official Statement; and
(f) the Contract of Purchase;

NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED BY THE CITY OF OXNARD FINANCING AUTHORITY AS FOLLOWS:

SECTION 1. Approval of Issuance of Series 2022A Bonds by the Authority .

The issuance of the Series 2022A Bonds by the Authority on the terms and conditions set forth in, and subject to the limitations specified in the 2019 Indenture, as supplemented by the First Supplement to Indenture, and this Resolution, is hereby approved; provided, however, that (i) the aggregate principal amount of Series 2022 A Bonds shall not exceed $ 36,000,000, and (ii) the maturity of the Series 2022A Bonds shall not exceed June 1, 2052.

SECTION 2. Approval of Issuance of Series 2022B Bonds by the Authority. The issuance of the Series 2022B Bonds by the Authority on the terms and conditions set forth in, and subject to the limitations specified in the 2019 Indenture, as supplemented by the First Supplement to Indenture, and this Resolution, is hereby approved; provided, however, that (i) the aggregate principal amount of Series Series 2022B Bonds shall not exceed $9,000,000, and (ii) the maturity of the Series Series 2022B Bonds shall not exceed June 1, 2042.

SECTION 3. Approval of the First Supplement to Indenture. The form of the First Supplement to Indenture, in order to supplement the 2019 Indenture, presented at this meeting is hereby approved and the Chairman, the Vi ce Chairman, the Executive Director, the Controller, the Secretary of the Authority (each an “Authorized Officer”) are hereby authorized and directed, for and in the name of and on behal f of the Authority, to execute, acknowledge and deliver the First Supplement to Indenture in substantially the form presented at this meeting with such changes therein as the officers executing the same may approve, such approval to be conclusively evidenced by the e xecution and delivery thereof. The City Manager of the City shall serve as the Executive Director of the Authority.

SECTION 4. Approval of the First Amendment to Site Lease. The form of the First Amendment to Site Lease, in order to amend the 2019 Site L ease, presented at this meeting is hereby approved and each Authorized Officer is hereby authorized and directed, for and in the name of and on behalf of the Authority, to execute, acknowledge and deliver the First Amendment to Site Lease in substantially the form presented at this meeting with such changes therein as the Authorized Officer executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof.

SECTION 5. Approval of the First Amendment to Facility Lease . Th e form of the First Amendment to Facility Lease , in order to amend the 2019 Facility Lease, presented at this meeting is hereby approved and each Authorized Officer is hereby authorized and directed, for and in the name of and on behalf of the Authority, t o execute, acknowledge and deliver the First Amendment to Facility Lease in substantially the form presented at this meeting with such changes therein as the Authorized Officer executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof. 428
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SECTION 6. Approval of the First Amendment to Assignment Agreement . The form of the First Amendment to Assignment Agreement, in order to amend the 2019 Assignment Agreement, presented at this meeting is hereby approved and each Authorized Officer is hereby authorized and directed, for and in the name of and on behalf of the Authority, to execute, acknowledge and deliver the First Amendment to Assignment Agreement in substantially the form presented at this meeting with such changes therein as the Authorized Officer executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof.

SECTION 7. Approval of the Contract of Purchase . The Authority is hereby authorized to enter into the Contract of Purchase and each Authorized Officer is hereby authorized and directed to execute and deliver the Contract of Purchase on behalf of the Authority, in substantially the form presented to this meeting, with such changes therein, deletions therefrom and additions thereto as the Authorized Officer shall approve in consultation with the Authority ’s financial and legal consultants, which approval shall be conclusively evidenced by the execution and delivery thereof; provided, that the underwriting dis count payable pursuant to the Contract of Purchase shall not exceed 0.325% of the aggregate principal amount of the Series 2022 Bonds and the tru e interest cost of the Series 2022A Bonds and the Series 2022B Bonds shall not exceed 6.0% and 7.0%, respectively.

SECTION 8. Approval of Official Statement. The Preliminary Official Statement is hereby approved and the same may be used and is hereby authorized to be used and distributed in the market by the Underwriter incident to the marketing of the Series 2022 Bonds. Each Authorized Officer is hereby authorized to (a) make such changes in such form of the Preliminary Official Statement as such officer, in consultation with the Authority ’s financial and legal consultants and the Underwriter, shall determine to be appro priate, and (b) on behalf of the Authority, to deem such Preliminary Official Statement “final” pursuant to Rule 15c2 -12 under the Securities Exchange Act of 1934 (the “Rule”). Each Authorized Officer is authorized and directed to prepare a final Official Statement, with such additional information as may be permitted to be excluded from the Preliminary Official Statement pursuant to the Rule, which final Official Statement shall be executed and delivered in the name and on behalf of the Authority by an Au thorized Officer, and such Authorized Officer is authorized and directed to prepare, execute and deliver in the name and on behalf of the Authority any supplemental filings related to such final Official Statement.

SECTION 9. SB 1029 Representation . The Authority adopts and approves the Good Faith Estimates required by Senate Bill 450 (Chapter 625 of the 2017 -2018 Session of the California Legislature) ( “SB 450 ”) and obtained by the City from the Underwriter and the Municipal Advisor.

The Authority confirms, that t o the extent applicable, it adopts the City ’s stated debt management policies required by Senate Bill 1029 ( “SB 1029”), and further represents that it is in compliance with the applicable SB 1029 pre -issuance requirements and that it expects to comply with all post-issuance requirements of SB 1029 applicable to the Series 2022 Bonds.

SECTION 10. Other Acts . The officers and staff of the Authority are hereby authorized and directed, jointly and severally, to do any and all things, to execute and deliver any 429
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and all documents, which in consultation with Authority Counsel and with Nixon Peaobdy LLP, the Authority’s bond counsel, they may deem necessary or advisable in order to effectuate the purposes of this Resolution, and any and all such actions previously taken by suc h officers or staff members are hereby ratified and confirmed. Any one of the Authorized Officers is hereby authorized and directed, for and in the name and on behalf of the Authority, to evaluate and select one or more municipal bond insurers for all or any portion of the Series 2022 Bonds and to execute and deliver such contracts and agreements with such bond insurers as may be approved by the Authorized Officer executing the same, s ubject to the provisions of this Resolution, such approval to be conclusively evidenced by such execution and delivery. 430
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SECTION 11. Effective Date. This Resolution shall take effect upon adoption.

PASSED and ADOPTED this _______, 2022.

Chairman

ATTESTED:

Secretary

431
Stradling Yocca Carlson & Rauth
Draft dated September 12, 2022

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City of Oxnard Financing Authority
$_____________
Lease Revenue Bonds, Series 2022A
(Tax-Exempt)
$___________
Lease Revenue Bonds, Series 2022B
(Federally Taxable)

__________, 2022

CONTRACT OF PURCHASE
City of Oxnard Financing Authority
300 West Third Street
Oxnard, California 93030
Attention: Finance Department
City of Oxnard
300 West Third Street
Oxnard, California 93030
Attention: Finance Department
Ladies and Gentlemen:

Stifel, Nicolaus & Company, Incorporated (the “Und erwriter”) offers to enter into this Contract of Purchase (this “Purchase Contract”) with the City of Oxnard (the “City”) and the City of Oxnard Financing Authority (the “Authority”) with regard to the Bond s described below, which Purchase Contract, upon the acceptance hereof by the City and the Authority, will be binding upon the Authority, the City, and the Underwriter. This offer is made subject to the written acceptance of this Purchase Contract by the Authority and the City and the delivery of such acceptance to the Underwriter at or prior to 11:59 p.m., Pacific time, on the date hereof, and, if it is not so accepted, such offer may be withdrawn by the Underwriter upon written notice to the City and the Authority by the Underwriter at any time before its acceptance.

Each of the Authority and the City acknowledges and agrees that (i) the purchase and sale of the Bonds (as defined below) pursuant to this Purchase Contract is an arm’s -length commercial transaction between the Authority and the City, collectively, and the Underwriter, (ii) in connection therewith and with the discussions, undertakings, and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as a principal and is not acting as the agent or fiduciary of the Authority or the City, (iii) the Underwriter has not assumed an advisory or a fiduciary responsibility in favor of the Authority or the City with respect to the offering contemplated hereby or the discussions, undertakings, and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the Authority or the City on other matters) and the Underwriter has no obligation to the Authority or the City with respect to the offering contemplated hereby except the obligations expressly set forth in this Purchase 432

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Contract, and (iv) the Authority and the City have consulted their own legal, financial, and other advisors to the extent they have deemed appropriate.

1. Upon the terms and conditions and upon the basis of the representations, warranties, and agreements herein after set forth, the Underwriter hereby agrees to purchase from the Authority for reoffering to the public, and the Authority hereby agrees to sell to the Underwriter for such purpose, all (but not less than all) of the $ __________ aggregate principal amou nt of the City of Oxnard Financing Authority Lease Revenue Bonds, Series 2022A (Tax-Exempt) (the “ 2022A Bonds”) and the $__________ aggregate principal amount of the City of Oxnard Financing Authority Lease Revenue Bonds, Series 2022B (Federally Taxable) (the “2022B Bonds” and together with the 2022A Bonds, the “Bonds”). The purchase price of the 2022A Bonds shall be $ ___________ (representing the par amount of the 2022A Bonds, less original issue discount of $________, and less an Underwriter’s discount o f $ ________). The purchase price of the 2022 B Bonds shall be $___________ (representing the par amount of the 2022B Bonds, less an Underwriter’s discount of $________). [ As an accommodation to the Authority, the Underwriter shall wire directly to the Insurer (defined below) $ _______ representing the premium with respect to the Policy (defined below) and the Reserve Policy (defined below). The Preliminary Official Statement with respect to the Bonds, dated __________, 2022 (the “Preliminary Official State ment”), as amended to conform to the terms of this Purchase Contract, and dated the date hereof, and with such changes and amendments as are mutually agreed to by the Authority, the City, and the Underwriter, including the cover page, the appendices, and a ll information incorporated therein by reference, is herein collectively referred to as the “Official Statement .” The Authority represents that it has deemed the Preliminary Official Statement to be final as of its date, except for information regarding the Insurer, the Policy and the Reserve Policy, either revision or addition of the offering price(s), yield(s) to maturity, selling compensation, aggregate denominational amount and maturity value, denominational amount and maturity value per maturity, deli very date, rating(s), and other terms of the Bonds that depend upon the foregoing as provided in and pursuant to Rule 15c2-12 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Rule”), by delivering a certificate to the Underwriter substantially in the form of Exhibit B attached hereto.

2. The Bonds shall mature on the dates and in the amounts, will bear interest at the rates and be subject to redemption , as set forth in Exhibit A hereto and as further described in the Official Statement. The Bonds shall be issued under and pursuant to the Indenture, dated as of December 1, 2019 (the “Original Indenture”), as supplemented by the First Supplement to Indenture , dated as of _________ 1, 2022 (the “First Supplemental Indenture ,” and together with the Original Indenture, the “ Indenture”), each by and among the Authority, the City, and Computershare Trust Company, N.A. (the “Trustee”). The Bonds shall be secured by Revenues on a parity with the Authority’s outstanding Lease Revenue Bonds, Series 2019A (Federally Taxable) (the “2019 Bonds”). The Bonds shall be insured under a municipal bond insurance policy (the “Policy”) from _________ (the “Insurer”). Additionally, the reserve fund for the Bonds shall be funded with a debt service reserve fund surety policy (the “Reserve Policy”) to be issued by the Insurer. Capitalized terms used herein without definition shall have the meanings given to such terms in the Indenture.

3. The Underwriter shall make a bona fide public offering of all the Bonds at not in excess of the respective initial public offering prices to be set forth on the inside cover page of the Official Statement. The Underwriter reserves the right to chan ge such initial offering prices as the Underwriter deems necessary in connection with the marketing of the Bonds and to offer and sell the Bonds to certain dealers (including dealers depositing such bonds into investment trusts) and others 433

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at prices lower than the initial offering prices set forth on the inside cover page of the Official Statement. The Underwriter also reserves the right to (i) overallot or effect transactions that stabilize or maintain the market prices of the Bonds at levels above those which might otherwise prevail in the open market and (ii) discontinue such stabilizing, if commenced, at any time. “Public offering” shall include an offering to a representative number of institutional investors or registered investment companies, regardless of the number of such investors to which the Bonds are sold.

4. The Authority hereby authorizes the use by the Underwriter of (i) the Indenture, (ii) the Facility Lease, dated as of December 1, 2019 (the “Original Facility Lease”), as amended by the First Amendment to Facility Lease, dated as of _______ 1, 2022 (the “First Amendment to Facility Lease” and together with the Original Facility Lease, the “ Facility Lease ”), each by and between the Authority and the City, (iii) the Site Lease, dated as of December 1, 2019 (the “Original Site Lease”), as amended by the First Amendment to Site Lease, dated as of _________ 1, 2022 (the “First Amendment to Site Lease, and together with the Original Site Lease, the “Site Lease”), each by and between the Authority and the City, (iv) the Continuing Disclosure Certificate, dated as of the Closing Date (the “Continuing Disclosure Certificate”), executed by the City and acknowledged and accepted by the dissemination agent named therein , (v) the Assignment Agreement, d ated as of December 1, 2019 (the “ Original Assignment Agreement”), as amended by the First Amendment to Assignment Agreement, dated as of ________ 1, 2022 (the “First Amendment to Assignment Agreement, and together with the Original Assignment Agreement, the “Assignment Agreement”) each by and between the Authority and the Trustee , and (v i) the Official Statement, and any supplements or amendments thereto, and the information contained in each of such documents, in connection with the public offering and s ale of the Bonds. The Authority consents to the use by the Underwriter prior to the date hereof of the Preliminary Official Statement in connection with the public offering of the Bonds.

The Authority will deliver to the Underwriter, within seven (7) business days after the date of this Purchase Contract and in sufficient time to accompany any confirmation requesting payment from any customers of the Underwriter, copies of the Official Statement in final form (including all documents incorporated by refere nce therein) and any amendment or supplement thereto in such quantities as the Underwriter may reasonably request in order to comply with the obligations of the Underwriter pursuant to the Rule and the rules of the Municipal Securities Rulemaking Board. A s soon as practicable following receipt thereof from the Authority, the Underwriter shall deliver the Official Statement to the Municipal Securities Rulemaking Board.

5. At 8:00 a.m., Los Angeles time, on ___________, 2022, or at such other time or on such ot her business day as shall have been mutually agreed upon by the Authority and the Underwriter (the “Closing Date”), the Authority will cause the Trustee to authenticate and deliver to the Underwriter at the office of The Depository Trust Company (“DTC”) in New York, New York, or at such other place as the Authority and the Underwriter may mutually agree upon, the Bonds in fully-registered book -entry form, duly executed and registered in the name of Cede & Co., as nominee of DTC, and, subject to the terms an d conditions hereof, the Underwriter will accept such delivery and pay the purchase price of the Bonds by wire transfer payable in immediately available funds to or upon the order of the Authority at such place in Los Angeles, California, or New York, New York, as shall have been mutually agreed upon by the Authority and the Underwriter. Such delivery of and payment for the Bonds is referred to herein as the “Closing .” The Bonds shall be made available for inspection by the Underwriter at least one business day before the Closing. 434

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6. The Authority represents, warrants, and covenants to the Underwriter that:
(a) The Authority is a joint powers authority under Article 1 of Chapter 5 of Division 7 of Title 1 of the California Government Code duly organized and validly existing under and by virtue of the Constitution and the laws of the State of California (the “State”). (b) The Authority has the legal right and power to issue and deliver the Bonds and to execute and deliver, and to perform its obligations under, the Indenture, the Facility Lease, the Site Lease , the Assignment Agreement and this Purchase Contract (collectively, the “Authority Documents”). The Authority has duly authorized the issuance and delivery of the Bonds and the execution and delivery of, and performance of its obligations under, the Authority Documents and, as of the date hereof, such authorizations are in full force and effect and have not been amended, modified, or rescinded. When executed and delivered by the respective parties thereto, th e Authority Documents will constitute legal, valid, and binding obligations of the Authority in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws, the applica tion of equitable principles relating to or affecting creditors’ rights generally, the exercise of judicial discretion in appropriate cases, and the limitations on legal remedies against joint powers authorities in the State. The Authority has complied, a nd will at the Closing be in compliance in all respects, with its obligations under the Authority Documents.
(c) The Bonds will be paid from Revenues consisting primarily of Base Rental Payments, as defined in and pursuant to the Facility Lease, which payments have been duly and validly authorized pursuant to applicable law.
(d) The Bonds will be issued in accordance with the Indenture and will conform in all material respects to the descriptions thereof contained in the Official Statement. The Indenture creates a valid pledge of, first lien upon, and security interest in, the pledged Revenues (including the Base Rental Payments).
(e) The information in the Preliminary Official Statement (excluding any information with respect to DTC and the book -entry only system, the Insurer, the Policy and the Reserve Policy), as of its date, was true and correct in all material respects, and the information in the Preliminary Official Statement, as of its date, did not contain any misstatement of any material fact and did not omit any statement necessary to make the statements, in the light of the circumstances in which such statements were made, not misleading.
(f) The information in the Official Statement (excluding any information with respect to DTC and the book -entry only system , the Insurer, the Policy and the Reserve Policy ) is true and correct in all material respects, and the information in the Official Statement does not contain any misstatement of any material fact and does not omit any statement necessary to make the statements, in the light of the circumstances in which such statements were made, not misleading. (g) The Authority covenants with the Underwriter that for twenty-five days after the Closing Date (the “Delivery Period”), if any event occurs that might or would cause th e Official Statement, as then supplemented or amended, to contain an untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not mislead ing, the Authority shall notify the Underwriter thereof, and if in the opinion of the Underwriter such event requires the preparation and 435

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publication of a supplement or amendment to the Official Statement, the Authority will cooperate with the Underwriter and the City in the preparation of an amendment or supplement to the Official Statement, at the expense of the Authority and the City, in a form and in a manner approved by the Underwriter.
(h) The Authority will advise the Underwriter promptly of any proposal to amend or supplement the Official Statement and will not effect or consent to any such amendment or supplement without the consent of the Underwriter. The Authority will advise the Underwriter promptly of the institution of any proceedings known to it by any governmental agency prohibiting or otherwise affecting the use of the Official Statement in connection with the offering, sale, or distribution of the Bonds.
(i) If the Official Statement is supplemented or amended, the Official Statement, as so supplem ented or amended, as of the date of such supplement or amendment, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (j) The Authority is not in breach of or in default under any applicable constitutional provision, law, or administrative rule or regulation of the State or the United States, or any applicable judgment, decree, consent, or other agreement to which the Authority is a party, and no event has occurred and is continuing that, with the passage of time or the giving of notice, or both, would constitute such a default or event of default under any of the foregoing. (k) The authorization, execution, and delivery by the Authority of the Authority Documents, and compliance by the Authority with the provisions thereof, do not and will not conflict with or constitute a breach of or default by the Authority under any applicable constitutional provision, law, or administrative rule or regulation of the State or the United States, or any applicable judgment, decree, consent, or other agreement to which it is bound or by which its properties may be affected.
(l) No authorization, consent, or approval of, or filing or registration with, any Governmental Authority (as defined below) or court is, or under existing requirements of law will be, necessary for the valid execution and delivery of, or performance by the Authority of its obligations under, the Authority Docu ments, other than any authorization, consent, approval, filing, or registration as may be required under the Blue Sky or securities laws of any state in connection with the offering, sale, or issuance of the Bonds. All authorizations, consents, or approva ls of, or filings or registrations with, any Governmental Authority or court necessary for the valid issuance of, and performance by the Authority of its obligations under, the Bonds will have been duly obtained or made prior to the issuance of the Bonds ( and disclosed to the Underwriter). As used herein, the term “Governmental Authority” refers to any legislative body or governmental official, department, commission, board, bureau, agency, instrumentality, body, or public benefit corporation. (m) The Authority shall furnish such information, execute such instruments, and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in order (i) to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate and (ii) to determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions, and shall use its best efforts to continue such qualifications in effect so long as required for the distribution of the Bonds; provided, however, that the Authority shall not be 436

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required to execute a general consent to service of process or qualify to do business in connection with any such qualification or determination in any jurisdiction. (n) There is no action, suit, proce eding, inquiry, or investigation, at law or in equity, before or by any court, regulatory agency, or public board or body, pending and served upon the Authority or, to the best knowledge of the Authority, threatened (i) in any way questioning the existence of the Authority or the titles of the officers of the Authority to their respective offices; (ii) affecting, contesting, or seeking to prohibit, restrain, or enjoin the issuance of the Bonds or the execution or delivery of any of the Authority Documents, or the payment or collection of any amounts pledged or to be pledged to pay the principal of and interest on the Bonds, or in any way contesting or affecting the validity of the Bonds or the Authority Documents or the consummation of the transactions contemplated thereby or any proceeding of the Authority taken with respect to any of the foregoing, or contesting the exclusion of the interest on the Bonds from taxation or contesting the powers of the Authority and its autho rity to pledge the Base Rental P ayments; (iii) that may result in any material adverse change relating to the Authority that will materially adversely affect the Authority’s ability to apply Revenues to pay the Bonds when due; or (iv) contesting the completeness or accuracy of the Prelimina ry Official Statement or the Official Statement or any supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact ne cessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(o) Other than in the ordinary course of its business or as contemplated by the Official Statement, between the date of this Purchase Contract and the Closing Date the Authority will not, without the prior written consent of the Underwriter, offer or issue any certificates, bonds, notes, or other obligations for borrowed money or incur any material liabilities, direct or contingent, payable from or secured by a pledge of the Revenues.
(p) Any certificate signed by any official or other representative of the Authority and delivered to the Underwriter pursuant to this Purchase Contract shall be deemed a representation and warranty by the Authority to the Underwriter as to the truth of the statements therein made.

7. The City represents, warrants, and covenants to the Underwriter that:
(a) The City is a municipal corporation of the State duly organized and validly existing under and by virtue of the Constitutio n and laws of the State and has the legal right and power to execute, deliver, and perform its obligations under the Indenture, the Facility Lease, the Site Lease, the Continuing Disclosure Certificate , the Escrow Agreement, dated _________ 1, 2022 (the “Escrow Agreement”), by and between the City and the Trustee, as prior trustee and escrow agent, related to the City of Oxnard Financing Authority Revenue Project and Refunding Bonds, Series 2014 (the “2014 Bonds”), and this Purchase Contract (collectively, the “City Documents”). (b) The City has the legal right and power to execute and deliver, and to perform its obligations under, the City Documents. The City has duly authorized the execution and delivery of, and the performance of its obligations under, the C ity Documents and as of the date hereof such authorizations are in full force and effect and have not been amended, modified, or rescinded. When executed and delivered by the respective parties thereto, the City Documents will constitute legal, valid, and binding obligations of the City in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws, 437

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the application of equitable principles relating to or affecting credit ors’ rights generally, the exercise of judicial discretion in appropriate cases, and the limitations on legal remedies against cities in the State. The City has complied, and will at the Closing be in compliance in all respects, with its obligations under the City Documents.
(c) The Bonds will be paid from Revenues consisting primarily of Base Rental Payments, as defined in and pursuant to the Facility Lease, which payments have been duly and validly authorized pursuant to applicable law.
(d) The Bonds will be iss ued in accordance with the Indenture and will conform in all material respects to the descriptions thereof contained in the Official Statement. The Indenture creates a valid pledge of, first lien upon, and security interest in, the pledged Revenues (including the Base Rental Payments).
(e) The information in the Preliminary Official Statement (excluding any information with respect to DTC and the book -entry only system, the Insurer, the Policy and the Reserve Policy), as of its date, was true and correct in all material respects, and the information in the Preliminary Official Statement, as of its date, did not contain any misstatement of any material fact and did not omit any statement necessary to make the statements, in the light of the circumstances in which such statements were made, not misleading.
(f) The information in the Official Statement (excluding any information with respect to DTC and the book -entry only system , the Insurer, the Policy and the Reserve Policy ) is true and correct in all material respec ts, and the information in the Official Statement does not contain any misstatement of any material fact and does not omit any statement necessary to make the statements, in the light of the circumstances in which such statements were made, not misleading. (g) To assist the Underwriter in complying with the Rule, the City will undertake, pursuant to the Continuing Disclosure Certificate, to provide annual reports and notices of certain events. A description of this undertaking is set forth in the Preliminary O fficial Statement and will also be set forth in the Official Statement. The Official Statement describes the incidences during the last five years in which the City and its related entities have failed to comply with previous undertakings to provide annual continuing disclosure reports and notices of material events. (h) The City covenants with the Underwriter that, during the Delivery Period, if any event occurs that might or would cause the Official Statement, as then supplemented or amended, to contain an untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the City shall notify the Underwriter thereof, and if in the opin ion of the Underwriter such event requires the preparation and publication of a supplement or amendment to the Official Statement, the City will cooperate with the Underwriter and the Authority in the preparation of an amendment or supplement to the Official Statement, at the expense of the Authority and the City, in a form and in a manner approved by the Underwriter.
(i) The City will advise the Underwriter promptly of any proposa l to amend or supplement the Official Statement and will not effect or consent to any such amendment or supplement without the consent of the Underwriter. The City will advise the Underwriter promptly of the institution of any proceedings known to it by a ny governmental agency prohibiting or 438

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otherwise affecting the use of the Official Statement in connection with the offering, sale, or distribution of the Bonds.
(j) If the Official Statement is supplemented or amended, the Official Statement as so supplemented or amended, as of the date of such supplement or amendment, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (k) The City is not in breach of or in default under any applicable constitutional provision, law, or administrative rule or regulation of the State or the United States, or any applicable judgment, decree, consent, or other agreement to which the City is a party, and no event has occurred and is continuing that, with the passage of time or the giving of notice, or both, would constitute such a default or event of default under any of the foregoing. (l) The authorization, execution, and delivery by the City of the City Documents, and compliance by the City with the provisions thereof, do not and will not conflict with or constitute a breach of or default by the City under any applicable constitutional provision, law, or administrative rule or regulation of the State or the United States, or any applicable judgment, decree, consent, or other agreement to which it is bound or by which its properties may be affected. (m) No authorization, consent, or approval of, or filing or registration with, any Governmental Authority or court is, or under existing requirements of law will be, necessary for the valid execution and delivery of, or performance by the City of its obligations under, the City Documents, other than any authorization, consent, approval, filing, or registration as may be required under the Blue Sky or securities laws of any state in connection with the offering, sale, or issuance of the Bonds.
(n) The City will furnish such information, execute such instruments, and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in order (i) to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate and (ii) to determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualifications in effect so long as required for the distribution of the B onds; provided, however, that the City shall not be required to execute a general consent to service of process or qualify to do business in connection with any such qualification or determination in any jurisdiction. (o) There is no action, suit, proceeding, inquiry, or investigation, at law or in equity, before or by any court, regulatory agency, or public board or body, pending and served upon the City or, to the best knowledge of the City, threatened (i) in any way questioning the existence of the City or the titles of the officers of the City to their respective offices; (ii) affecting, contesting, or seeking to prohibit, restrain, or enjoin the issuance of the Bonds or the execution or delivery of any of the City Documents, or the payment or collection of any amounts pledged or to be pledged to pay the principal of and interest on the Bonds, or in any way contesting or affecting the validity of the Bonds or the City Documents or the consummation of the transactions contemplated thereby or any proceeding of the City taken with respect to any of the foregoing, or contesting the exclusion of the interest on the Bonds from taxation or contesting the powers of the City and its authority to pledge the Base R ental Payments; (iii) that may result in any material adv erse change relating to the City that will materially adversely affect the City’s ability to pay Base Rental Payments when due; or 439

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(iv) contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplemen t or amendment thereto or asserting that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in the light of the circ umstances under which they were made, not misleading.
(p) Other than in the ordinary course of its business or as contemplated by the Official Statement, between the date of this Purchase Contract and the Closing Date the City will not, without the prior writt en consent of the Underwriter, offer or issue any certificates, bonds, notes, or other obligations for borrowed money or incur any material liabilities, direct or contingent, payable from or secured by the same source of funds from which Base Rental Payments are to be paid. (q) The financial statements of, and other financial information regarding, the City contained in the Official Statement fairly present the financial position and results of the operations of the City as of the dates and for the periods ther ein set forth, and, to the best of the City’s knowledge, (i) the audited financial statements have been prepared in accordance with generally accepted accounting principles consistently applied, (ii) the unaudited financial statements have been prepared on a basis substantially consistent with the audited financial statements included in the Official Statement and reflect all adjustments necessary to that effect, and (iii) the other financial information has been determined on a basis substantially consiste nt with that of the City’s audited financial statements included in the Official Statement. (r) The Official Statement describes the incidences during the last five years in which the City and the City’s related entities have failed to comply with previous und ertakings to provide annual continuing disclosure reports and notices of material events. (s) Any certificate signed by any official or other representative of the City and delivered to the Underwriter pursuant to this Purchase Contract shall be deemed a representation and warranty by the City to the Underwriter as to the truth of the statements therein made.

8. The Underwriter has entered into this Purchase Contract in reliance upon the representations, warranties, and covenants of the Authority and the City contained herein and in the Authority Documents and City Documents to which each of the Authority or the City, as applicable, is a party, and the performance by the Authority and the City of their resp ective obligations hereunder, both as of the date hereof and as of the Closing Date. The Underwriter ’s obligations under this Purchase Contract are and shall be subject to the following further conditions:
(a) The representations and warranties of the Authori ty and the City contained herein shall be true, complete, and correct in all material respects on the date hereof and at and as of the Closing, as if made at and as of the Closing, and the statements made in all certificates and other documents delivered t o the Underwriter at the Closing pursuant hereto shall be true, complete, and correct in all material respects at the Closing; the Authority and the City shall be in compliance with each of the agreements made by it in this Purchase Contract (unless such a greements are waived by the Underwriter); there shall not have occurred an adverse change in the financial position, results of operations, or financial condition of the City that materially adversely affects the ability of the City to pay Base Rental Payments when due or otherwise perform any of its obligations under the City Documents; and there shall not have occurred an adverse change in the financial position of the Authority that materially adversely affects the ability of the Authority to make payments of principal 440

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of and interest on the Bonds when due or otherwise perform any of its obligations under the Authority Documents.
(b) At the time of the Closing, the Authority Documents and the City Documents shall be in full force and effect, and shall not have been amended, modified, or supplemented (except as may be agreed to in writing by the Underwriter); all actions that, in the opinion of Nixon Peabody LLP, Los Angeles , California, Bond Counsel (“Bond Counsel”), shall be necessary in connection with the t ransactions contemplated hereby shall have been duly taken and shall be in full force and effect; and the City shall perform or shall have performed its obligations required under or specified in the City Documents to be performed at or prior to the Closin g and the Authority shall perform or shall have performed its obligations required under or specified in the Authority Documents to be performed at or prior to the Closing.
(c) At the time of the Closing, the Official Statement (as amended and supplemented) shall be true and correct in all material respects, and shall not omit any statement or information necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(d) Except as disclosed in the Official St atement or in a schedule delivered to the Underwriter at the Closing, no decision, ruling, or finding shall have been entered by any court or Governmental Authority since the date of this Purchase Contract (and not reversed on appeal or otherwise set aside) that has any of the effects described in Section 8(f) hereof. (e) (i) No default by the City or the Authority shall have occurred and be continuing in the payment of the principal of or premium, if any, or interest on any bond, note, or other evidence of indebtedness issued by the City or the Authority, respec tively, and (ii) no bankruptcy, insolvency, or other similar proceeding in respect of the City or the Authority shall be pending or, to the knowledge of the City or the Authority, contemplated. (f) The Underwriter may terminate this Purchase Contract by written notification to the Authority and the City if at any time after the date hereof and prior to the Closing:
(i) legislation shall have been enacted by the United States or the State or shall have been reported out of committee or be pending in committee, or a decision shall have been rendered by a court of the United States or the Tax Court of the United States, or a ruling shall have been made or a regulation, proposed regulation, or a temporary regulation shall have been published in the Federal Register or a ny other release or announcement shall have been made by the Treasury Department of the United States or the Internal Revenue Service, with respect to Federal or State taxation upon revenues or other income or payments of the general character to be derived by the City or upon interest received on obligations of the general character of the Bonds, which, in the reasonable opinion of the Underwriter (after consultation with, and receipt of advice from, the City), materially adversely affects the market for the Bonds; or
(ii) in the reasonable opinion of the Underwriter (after consultation with, and receipt of advice from, the City or its municipal advisor), any of the following events materially adversely affects the market for the Bonds : (a) the United States shall have become engaged in hostilities that have resulted in a declaration of war or 441

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a national emergency or the President of the United States of America shall have committed the armed forces of the United States of America to combat so as to adversely affect the financial markets in the United States of America, (b) any other calamity or crisis in the financial markets of the United States or elsewhere, (c) the sovereign debt rating of the United States is downgraded by any major credit rating agency or a payment default occurs on United States Treasury obligations, or (d) a default with respect to the debt obligations of, or the institution of proceedings under any federal bankruptcy laws by or against, any state of the United States or any city, county, or other political subdivision located in the United States having a population of over 500,000; or
(iii) there shall have occurred a general suspension of trading on the New York Stock Exchange or other major exchange, or minimum or maximum prices for trading s hall have been fixed and be in force, or maximum ranges for prices for securities shall have been required and be in force on any such exchange, whether by virtue of determination by that exchange or by order of the Securities and Exchange Commission or an y other Governmental Authority having jurisdiction, or a general banking moratorium shall have been declared by Federal, California, or New York authorities having jurisdiction and being in force; or
(iv) there shall have occurred an adverse change in the finan cial position, results of operations, or financial condition of the City that, in the reasonable opinion of the Underwriter (after consultation with, and receipt of advice from, the City), materially adversely affects the market for the Bonds; or (v) any legislation, ordinance, rule, or regulation shall be introduced in, or be enacted by, any governmental body, department, or agency of the State, or a decision by any court of competent jurisdiction within the State or any court of the United States shall be ren dered that, in the reasonable opinion of the Underwriter, materially adversely affects the market price of the Bonds; or (vi) legislation shall be enacted by the Congress of the United States, or a decision by a court of the United States shall be rendered, or a stop order, ruling, regulation, or official statement by, or on behalf of, the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the issuance, offering , or sale of obligations of the general character of the Bonds, or the issuance, offering, or sale of the Bonds, including all underlying obligations, as contemplated hereby or by the Official Statement, is in violation or would be in violation of, or that obligations of the general character of the Bonds, or the Bonds, are not exempt from registration under, any provision of the federal securities laws, including the Securities Act of 1933, as amended and as then in effect, or that the Indenture needs to b e qualified under the Trust Indenture Act of 1939, as amended and as then in effect; or (vii) additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange, which restrictions materially adversely affect the ability of underwriters to trade obligations of the general character of the Bonds; or
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(viii) there shall have occurred or any notice shall have been given of any intended review, d owngrading, suspension, withdrawal, or negative change in credit watch status by any national rating service to any of the Authority’s or the City’s obligations secured in a like manner, which, in the Underwriter’s reasonable opinion, materially adversely affects the marketability or market price of the Bonds; or (ix) the commencement of any action, suit, or proceeding described in Section 6(n) or 7( o) that, in the judgment of the Underwriter, materially adversely affects the market price of the Bonds; or
(x) any ev ent occurring, or information becoming known that, in the reasonable judgment of the Underwriter, makes any statement or information contained in the Official Statement, as of its date, untrue in any material adverse respect, or has the effect that the Official Statement, as of its date, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(g) At or prior to the C losing, the Underwriter shall receive the following documents:
(1) the opinion of Bond Counsel, dated the Closing Date, in substantially the form included in the Official Statement as Appendix D, addressed to the Authority (and accompanied by reliance letters to the Underwriter, the City, and the Trustee); (2) a supplemental opinion of Bond Counsel, in form and substance satisfactory to the Underwriter, dated the Closing Date, addressed to the Underwriter, to the effect that:
(ii) this Purchase Contract has been duly ex ecuted and delivered by the Authority and the City and (assuming due authorization, execution and delivery by and enforceability against the Underwriter) is valid and binding upon the Authority and the City, subject to laws relating to bankruptcy, insolven cy, reorganization or creditors’ rights generally and to the application of equitable principles;
(iii) the Bonds are not subject to registration requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended; (iv) the statements contained in the Official Statement under the captions “INTRODUCTION,” “THE BONDS,” “THE FINANCING PLAN,” “THE REFUNDING PLAN,” “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS,” “TAX MATTERS,” “APPENDIX B—SUMMARY OF THE PRINCIPAL LEGAL DOCUMENTS,” “APPENDIX D —FORM OF BOND COUNSEL
OPINION,” and “APPENDIX E —FORM OF CONTINUING DISCLOSURE CERTIFICATE,” insofar as such statements expressly summarize certain provisions of the Indenture, the Facility L ease, the Site Lease , the Continuing Disclosure 443

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Certificate, the Bonds, and the opinion of Bond Counsel concerning certain federal tax matters relating to the Bonds, are accurate in all material respects; and (v) the 2014 Bonds have been defeased in accordance with the indenture pursuant to which such bonds were issued;
(3) an opinion of the City Attorney of the City, in form and substance satisfactory to the Underwriter, dated the Closing Date, addressed to the Authority and the Underwriter, to the effect that:
(i) the City is a municipal corporation and general law city duly organized and validly existing under and by virtue of the laws of the State; (ii) the City has full legal power and lawful authority to enter into the City Documents and to perform its obligations thereunder; (iii) the resolution of the City approving and authorizing the execution and delivery of the City Documents (the “City Resolution”) was duly adopted at a meeting of the City Council of the City that was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and the City Resolution is in full force and effect and has not been modified, amended, or rescinded as of the Closing Date; (iv) the City Documents have been duly authorized, exec uted, and delivered by the City and, assuming due authorization, execution, and delivery by the other parties thereto, such documents constitute the legal, valid, and binding agreements of the City enforceable in accordance with their terms, subject to law s relating to bankruptcy, insolvency, or other laws affecting the enforcement of creditors’ rights generally, the application of equitable principles if equitable remedies are sought, the exercise of judicial discretion in appropriate cases, and the limitations on legal remedies against cities in the State; (v) to the best knowledge of such counsel, the execution and delivery by the City of the City Documents, and compliance by the City with the provisions thereof, under the circumstances contemplated thereby, do not and will not in any material respect conflict with or constitute a breach of or default under any law, administrative regulation, court decree, resolution, or agreement to which the City is subject to or by which it is bound;
(vi) to the best knowledge o f such counsel, the Official Statement (excluding therefrom financial statements and other statistical data included in the Official Statement, and any information with respect to DTC and the book -entry only system, the Insurer, the Policy and the Reserve Policy, as to which no view need be expressed) does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (vii) except as otherwise disclosed in the Official Statement, to the best knowledge of such counsel after reasonable investigation, there is no action, suit, 444

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proceeding, inquiry, or investigation, at law or in equity, before or by any court, regulatory agency, or public board or body, pending or, to the best knowledge of such counsel, threatened (a) in any way questioning the existence of the City or the titles of the officers of the City to their respective offices; (b) affecting, contesting, or seeking to prohibit, restrain, or enjoin the issuance of the Bonds or the execution or delivery of any of the City Documents, or the payment or collection of any amounts from which the City will pay amounts due under the Lease or revenues or assets of the Authority pledged or to be pledged to pay the principal of and interest on the Bonds, or in any way contesting or affecting the validity of the Bonds or the City Documents or the consummation of the transactions contemplated thereby or any proceeding of the City taken with respect to any of the foregoing, or contesting the exclusion of the interest on the Bonds from taxation or contesting the powers of the City and its authority to pledge the Base Rental P ayments; (c) that may result in any material adverse chan ge relating to the City that will materially adversely affect the City’s ability to perform its obligations under the City Documents; or (d) contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supp lement or amendment thereto or asserting that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and
(viii) no authorization, approval, consent, or other order of the State or any other governmental authority or agency within the State having jurisdiction over the City is required for the valid autho rization, execution, and delivery by the City of the City Documents;
(4) an opinion of the City Attorney of the City, serving as General Counsel to the Authority, in form and substance satisfactory to the Underwriter, dated the Closing Date, addressed to the City and the Underwriter, to the effect that:
(i) the Authority is a joint powers authority under Article 1 of Chapter 5 of Division 7 of Title 1 of the California Government Code duly organized and validly existing under and by virtue of the Constitution and the laws of the State; (ii) the Authority has full legal power and lawful authority to enter into the Authority Documents and to perform its obligations thereunder; (iii) the resolution of the Authority approving and authorizing the execution and delivery of the Auth ority Documents and approving the Official Statement (the “Authority Resolution”) was duly adopted at a regular meeting of the governing board of the Authority that was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and the Authority Resolution is in full force and effect and has not been modified, amended, or rescinded as of the Closing Date; (iv) the Authority Documents have been duly authorized, executed, and delivered by the Authority and, assuming due authorization, execution, and delivery by the other parties thereto, such documents constitute the legal, valid, 445

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and binding agreements of the Authority enforceable in accordance with their terms, subject to laws relating to ba nkruptcy, insolvency, or other laws affecting the enforcement of creditors’ rights generally, the application of equitable principles if equitable remedies are sought, the exercise of judicial discretion in appropriate cases, and the limitations on legal remedies against joint powers authorities in the State; (v) to the best knowledge of such counsel, the execution and delivery by the Authority of the Authority Documents, and compliance by the Authority with the provisions thereof, under the circumstances conte mplated thereby, do not and will not in any material respect conflict with or constitute a breach of or default under any law, administrative regulation, court decree, resolution, or agreement to which the Authority is subject to or by which it is bound; (vi) except as otherwise disclosed in the Official Statement, to the best knowledge of such counsel after reasonable investigation, there is no action, suit, proceeding, inquiry, or investigation at law or in equity, before or by any court, regulatory agency, or public board or body, pending or, to the best knowledge of such counsel, threatened (a) in any way questioning the existence of the Authority or the titles of the officers of the Authority to their respective offices, (b) affecting, contesting, or seeking to prohibit, restrain, or enjoin the issuance of the Bonds or the execution or delivery of any of the Authority Documents, or the payment or collection of Revenues pledged or to be pledged to pay the principal of and interest on the Bonds, or in any way c ontesting or affecting the validity of the Bonds or the Authority Documents or the consummation of the transactions contemplated thereby or any proceeding of the Authority taken with respect to any of the foregoing, or contesting the exclusion of the inter est on the Bonds from taxation or contesting the powers of the Authority and its authority to make the pledges set forth in the Indenture, (c) that may result in any material adverse change relating to the Authority that will materially adversely affect th e Authority’s ability to perform its obligations under the Authority Documents, or (d) contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (vii) no authorization, approval, consent, or other order of the State or any other governmental authority or agency within the State having jurisdiction over the Authority is required for the valid authorization, execution, and delivery by the Authority of the Authority Documents;
(5) a letter from Best Best & Krieger LLP , Riverside, California, disclosure counsel to the Authority (“Disclosure Counsel”), dated the Closing Date, addressed to the Underwriter, to the effect that, based upon its participation in the preparation of the Official Statement as counsel to the Authority and without having undertaken to determine independently the fairness, accuracy, or completeness of the statements contained in the Preliminary Official Statement or the Official Statement, such counsel has no reason to believe that the Preliminary Official Statement as of its date or the Official Statement as of its date and as of the Closing Date (excluding therefrom the reports, financial and statistical data 446

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and forecasts th erein, the information with respect to DTC and the book -entry system, the information relating to the Insurer, its Policy and Reserve Policy, and the information included in the Appendices thereto, as to which no view need be expressed) contained or contains any untrue statement of a material fact or omits to state a ny material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(6) a certificate of the City, in form and substance satisfac tory to the Underwriter, dated the Closing Date, to the effect that; (i) the representations and warranties of the City contained in this Purchase Contract are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) there has been no material adverse change in the financial condition or results of operations of the City from the date of the Official Statement to the Closing Date;
(7) a certificate of the Authority, in form and substance satisfactory to the Underwriter, dated the Closing Date, to the effect that; (i) the representations and warranties of the Authority contained in this Purchase Contract are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) there has been no material adverse change in the financial condition or results of operations of the Authority from the date of the Official Statement to the Closing Date;
(8) a certificate, dated the date of the Preliminary Official Statement, from the Authority, in the form attached hereto as Exhibit B; (9) an opinion of counsel to the Trustee, dated the Closing Date, addressed to the Underwriter, the Authority, and the City, to the effect that:
(i) the Trustee is a national bankin g association and is validly existing, duly qualified to do business and in good standing under the laws of each jurisdiction in which the performance of its duti es under the Indenture, the Assignment Agreement and the Escrow Agreement (collectively, the “ Trustee Documents”) would require such qualification and has the requisite power and authority to execute, deliver and perform its obligations under the Trustee Documents;
(ii) the Trustee is duly eligible and qualified to act as Trustee under the Indenture;
(iii) the Trustee has all requisite power, authority and legal right to execute and deliver the Trustee Documents and to perform its obligations under the Trustee Documents, and has taken all necessary corporate action to authorize the 447

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execution and delivery of and the performance of its obligations under the Trustee Documents;
(iv) the Trustee has duly executed and delivered the Trustee Documents. Assuming the due authorization, execution and delivery thereof by the other parties thereto, the Trustee Documents are t he legal, valid, and binding agreements of the Trustee enforceable against the Trustee in accordance with their terms, except to the extent enforceability thereof may be subject to (A) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyan ce and other similar laws affecting creditors’ rights and remedies heretofore or hereafter enacted, and (B) the application of equitable principles and the exercise of judicial discretion in appropriate cases;
(v) the Bonds have been duly authenticated by the Trustee; (vi) the execution, delivery and performance of the Trustee Documents by the Trustee and the consummation of the transactions contemplated thereby do not and will not (a) to the knowledge of such counsel, conflict with or result in a breach or violatio n of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, or other agreement or instrument to which the Trustee is a party or by which the Trustee is bound or to which any of the property or assets of the Trustee or any of its subsidiaries is subject, (b) result in any violation of the provisions of the charter, articles of association, by -laws, or applicable resolutions of the Trustee, or (c) to the knowledge of such counsel, result in any violation of any statute or any order, rule, or regulation of any court or government agency or body having jurisdiction over the Trustee or any of its properties or assets; and
(vii) to the knowledge of such counsel, there are no actions, proceedings or inves tigations pending or threatened against the Trustee before any court, administrative agency or tribunal (a) asserting the invalidity of the Trustee Documents, (b) seeking to prevent the consummation of any of the transactions contemplated thereby, or (c) that might materially and adversely affect the performance by the Trustee of its obligations under, or the validity or enforceability of the Trustee Documents;
(10) a certificate, dated the Closing Date, signed by a duly authorized officer of the Trustee, to the effect that;
(i) the Trustee is a national banking association organized and existing under and by virtue of the laws of the United States of America, having the necessary power to enter into, accept, and administer the trusts created under the Indenture and to authenticate the Bonds;
(ii) the Trustee Documents have been duly authorized, executed, and delivered by a duly authorized officer of the Trustee, and the execution, delivery, and performance of the Trustee Documents has been duly authorized by all necessary action of the Trustee;
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(iii) the Trustee Documents constitute the legal, valid, and binding obligations of the Trustee enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, or other laws affecting the enforcement of creditors’ rights generally and by the application of equitable principles, if equitable remedies are sought; (iv) the Bonds have been duly authenticated by a duly authorized officer of the Trustee;
(v) no consent, approval, authorization, or other action by any governmental or regulatory authority having jurisdiction over the Trustee that has not been obtained is or will be required for the execution and delivery of the Trustee Documents or the performance by the Trustee of its duties and obli gations under the Trustee Documents;
(vi) the execution and delivery by the Trustee of the Trustee Documents and compliance with the terms thereof will not conflict with, or result in a violation or breach of, or constitute a default under, any loan agreement, indenture, bond, note, resolution, or any other agreement or instrument to which the Trustee is a party or by which it is bound, or any law or any rule, regulation, order, or decree of any court or governmental agency or body having jurisdiction over the Trustee or any of its activities or properties (except that no representation, warranty, or agreement need be made with respect to any federal or State securities or blue sky laws or regulations);
(vii) the Trustee’s action in executing and delivering the Trustee Documents will not contravene the articles or bylaws of the Trustee and is in full compliance with, and does not conflict with, any applicable law or governmental regulation currently in effect, and such action does not conflict with or violate any contract to which the Trustee is a party or any administrative or judicial decision by which the Trustee is bound; and
(viii) there is no action, suit, proceeding, or investigation, at law or in equity, before or by any court or governmental agency, public board, or bo dy that has been served on the Trustee, or to the best knowledge of the Trustee, threatened against the Trustee which in the reasonable judgment of the Trustee would affect the existence of the Trustee or in any way contesting or affecting the validity or enforceability of the Trustee Documents or contesting the powers of the Trustee or its authority to enter into and perform its obligations thereunder; (11) a letter from Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach , California, cou nsel to the Underwriter (“Underwriter’s Counsel”), dated the Closing Date, addressed to the Underwriter, in form and substance acceptable to the Underwriter;
(12) certified copies of the City Resolution, the Authority Resolution, and an incumbency resolution of the Trustee;
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(13) copies each of the Authority Documents, the City Documents, and the Official Statement, duly executed and delivered by the respective parties thereto; (14) evidence that the insured and underlying ratings on the Bonds of “ __” and “__,” respectively, from S&P Global Ratings, a Standard & Poor’s Financial Services LLC business, are in full force and effect on the Closing Date; (15) copies of the statements with respect to the sale of the Bonds required to be delivered to the California Debt and Investment Advisory Commission; (16) evidence that a debt management policy which complies Sections 8855 of the California Government Code has been adopted by both the City and the Authority;
(17) a copy of the Blanket Letter of Representations to DTC relating t o the Bonds signed by the Authority;
(18) a copy of an ALTA or CLTA title insurance policy in an amount equal to the aggregate principal amount of the Bonds and the outstanding 2019 Bonds , insuring the City’s leasehold interest in the Property, subject only to permitted encumbrances or such other encumbrances approved in writing by the Underwriter; (19) evidence satisfactory to the Underwriter of the issuance of the Policy by the Insurer;
(20) evidence satisfactory to the Underwriter that the Trustee shall have received the Reserve Policy from the Insurer;
(21) an opinion of counsel to the Insurer, in form and substance satisfactory to the Underwriter, Bond Counsel and Underwriter’s Counsel, with respect to, among other matters, the Policy and the Reserve Policy, and disclosures relating thereto and to the Insurer in the Official Statement;
(22) a certificate of the Insurer, in form and substance satisfactory to the Underwriter, Bond Counsel, and Underwriter’s Counsel, with respect to, among other matters, the Policy and the Reserve Policy;
(23) a tax and no-default certificate of the Insurer, in form and substance satisfactory to the Underwriter, Bond Counsel and Underwriter’s Counsel; (24) an arbitrage certificate with respect to the 2022A Bonds in form satisfactory to Bond Counsel;

(25) evidence that Federal Form 8038 -G with respect to the 2022A Bonds has been executed by the Authority and will be filed with the Internal Revenue Service.

(26) a verification report from Causey Demgen & Moore P.C. dated the Closing Date, in form and substance satisfactory to the Underwriter; and 450

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(27) such additional legal opinions, certificates, proceedings, instruments, and other documents as the Underwriter , Underwriter’ s Counsel, or Bond Counsel ma y reasonably request to evidence compliance by the City and the Authority with legal requirements, the accuracy, as of the time of Closing, of the Authority and the City’s representations herein contained, and the due performance or satisfaction by the Cit y and the Authority at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the City and the Authority.

If the City or the Authority shall be unable to satisfy the conditions to the Und erwriter’s obligations contained in this Purchase Contract or if the Underwriter’s obligations shall be terminated for any reason permitted by this Purchase Contract, this Purchase Contract shall terminate and none of the City, the Authority, or the Underwriter shall have any further obligation hereunder.

9. (a) The Underwriter agrees to assist the Authority in establishing the issue price of the 2022A Bonds and shall execute and deliver to the Authority at Closing an “issue price” or similar certificate, together with copies of sup porting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit C, with such modifications as may be appropriate or necessary, in the reasonable judgment of Bond Counsel to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the 2022A Bonds. All actions to be taken by the Authority under this section to establish the issue price of the 2022A Bonds may be taken on behalf of the Authority by its municip al advisor, NHA Advisors, LLC, San Rafael, California (the “Municipal Advisor”) and any notice or report to be provided to the Authority may be provided to the Municipal Advisor.
(b) Except as otherwise set forth in Exhibit A attached hereto, the Authority wil l treat the first price at which 10% of each maturity of the 2022A Bonds (the “10% test”), identified under the column “10% Test Used” in Exhibit A, is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purc hase Contract, the Underwriter shall report to the Authority the price or prices at which it has sold to the public each maturity of 2022A Bonds.

If at that time the 10% test has not been satisfied as to any maturity of the 2022A Bonds, the Underwriter agrees to promptly report to the Authority the prices at which it sells the unsold 2022A Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until either (i) the Underwriter has sold all 2022A Bonds of that maturity or (ii) the 10% test has been satisfied as to the 2022A Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Authority or Bond Counsel. For purposes of this section, if 2022A Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the 2022A Bonds. (c) The Underwriter confirms that it has offered the 2022A Bonds to the public on or before the date of this Purchase Contract at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto , except as otherwise set forth therein. Exhibit A also sets forth, identified under the column “Hold the Offering Price Rule Used,” as of the date of this Purchase Contract, the maturities, if any, of the 2022A Bonds for which the 10% test has not been s atisfied and for which the Authority and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Authority to treat the initial offering price to the public of each such maturity as of the sale date as t he issue price of 451

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that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the 2022A Bonds, the Underwriter will neither offer nor sell unsold 2022A Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(i) the close of the fifth (5th) business day after the sale date; or (ii) the date on which the Underwriter has sold at least 10% of that maturity of the 2022A Bonds to the public at a price that is no higher than the initial offering price to the public.

The Underwriter will advise the Authority promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the 2022A Bonds to the public at a price that is no higher than the initial offering price to the public. (d) The Underwriter confirms that:
(i) any selling group agreement and any third -party dist ribution agreement relating to the initial sale of the 2022A Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker -dealer that is a party to such third-party distribution agreement, as applicable:
(A) to report the prices at which it sells to the public the unsold 2022A Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all 2022A Bonds of that matu rity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the 2022A Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold - the-offering-price rule, if applicable, if and for so long as directed by the Underwriter, (B) to promptly notify the Underwriter of any sales of 2022A Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the 2022A Bonds to the public (each such term being used as defined below), and
(C) to acknowledge that, unless otherwise advised by the dealer or broker -dealer, the Underwriter shall assume that each order submitted by the dealer or broker -dealer is a sale to the public.
(ii) any selling group agreement relating to the initial sale of the 2022A Bonds to the public, together with the related pricing wires, contains o r will contain language obligating each dealer that is a party to a third -party distribution agreement to be employed in connection with the initial sale of the 2022A Bonds to the public to require each broker-dealer that is a party to such third -party distribution agreement to (A) report the prices at which it sells to the public the unsold 2022A Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the 2022A Bonds 452

22 4892-3211-7810v2/200356-0551
of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of t he Underwriter or the dealer, and (B) comply with the hold -the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
(e) The Authority acknowledges that, in making the representations set forth in this section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the 2022A Bonds to the public, the agreement of each dealer who is a member of the selling gro up to comply with the requirements for establishing issue price of the 2022A Bonds, including, but not limited to, its agreement to comply with the hold -the-offering-price rule, if applicable to the 2022A Bonds, as set forth in a selling group agreement an d the related pricing wires, and (ii) in the event that a third -party distribution agreement was employed in connection with the initial sale of the 2022A Bonds to the public, the agreement of each broker - dealer that is a party to such agreement to comply with the requirements for establishing issue price of the 2022A Bonds, including, but not limited to, its agreement to comply with the hold -the- offering-price rule, if applicable to the 2022A Bonds, as set forth in the third -party distribution agreement and the related pricing wires. The Authority further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker - dealer that is a party to a third -party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the 2022A Bonds, including, but not limited to, its agreement to comply with the hold -the-offering-price rule, if applicable to the 2022A Bonds.
(f) The Underwriter acknowledges that sales of any 2022A Bonds to any person that is a related party to an underwriter participating in the initial sale of the 2022A Bonds to the public (each such term being used as defined below) shall not constitute sales to the pu blic for purposes of this section. Further, for purposes of this section:
(i) “public” means any person other than an underwriter or a related party;
(ii) “underwriter” means (A) any person that agrees pursuant to a written contract with the Authority (or with th e lead underwriter to form an underwriting syndicate) to participate in the initial sale of the 2022A Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to particip ate in the initial sale of the 2022A Bonds to the public (including a member of a selling group or a party to a third -party distribution agreement participating in the initial sale of the 2022A Bonds to the public);
(iii) a purchaser of any of the 2022A Bonds is a “related party” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (i) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the 453

23 4892-3211-7810v2/200356-0551
partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other); and
(iv) “sale date” means the date of execution of this Purchase Contract by the Authority and the Underwriter.

10. The performance by each of the Authority and the City of its obligations is conditioned upon (i) the performance by the Underwriter of its obligations hereunder and (ii) receipt by the Authority, the City, and the Underwriter of opinions and certificates being delivered at the Closing by persons and entities other than Authority and the City.

11. No expenses and costs of the City or the Authority incident to the performance of the Authority’s or the City’s obligations in connection with the authorization, issuance, and sale of the Bonds to the Underwriter, such as the costs of preparat ion (including word processing, printing, and reproduction), distribution and delivery of the Preliminary Official Statement and the Official Statement, in reasonable quantities, fees of rating agencies, fees and expenses of any municipal advisor to the Ci ty, and fees and expenses of Bond Counsel or Disclosure Counsel for the City shall be paid by the Underwriter. Except as indicated above, all out -of-pocket expenses of the Underwriter, including the fees of Underwriter’s counsel, the California Debt and I nvestment Advisory Commission fee, traveling, and other expenses and the fees and expenses of the Underwriter, shall be paid by the Underwriter.

12. Any notice or other communication to be given to the City under this Purchase Contract may be given by deliveri ng the same in writing to the City of Oxnard, 300 West Third Street, Oxnard, California 93030, Attention : Chief Financial Officer, or to such other person as the Chief Financial Officer may designate in writing. Any notice or other communication to be gi ven to the Authority under this Purchase Contract may be given by delivering the same in writing to the City of Oxnard Financing Authority, 300 West Third Street, Oxnard, California 93030, Attention :

Controller, or to such other person as the Controller m ay designate in writing. Any notice or other communication to be given to the Underwriter under this Purchase Contract may be given by delivering the same in writing to Stifel, Nicolaus & Company, Incorporated , Montgomery Street, 35th Floor, San Francisco , California 94104, Attention: Sara Oberlies Brown , Managing Director .

The approval of the Underwriter when required hereunder or the determination of its satisfaction as to any document referred to herein shall be in writing signed by the Underwriter and delivered to the Authority.

13. For all purposes of this Purchase Contract, a default shall not be deemed to be continuing if it has been cured, waived, or otherwise remedied. This Purchase Contract shall be governed by and construed in accordance with the laws of the State applicable to contracts made and performed within the State.

14. This Purchase Contract may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

15. This Purchase Contract when accepted by the Authority and the City in writing shall constitute the entire agreement among the City, the Authority, and the Underwriter and is made solely for the benefit of the City, the Authority, and the Underwriter (including the successors or 454

24 4892-3211-7810v2/200356-0551
assigns of the Underwriter approved by the City and the Authority). No other person shall acquire or have any right hereunder or by virtue hereof. All of the representat ions, warranties, and agreements of the City and the Authority contained in this Purchase Contract shall remain operative and in full force and effect regardless of (a) any investigation made by or on behalf of the Underwriter (but, if the Underwriter does discover by its investigation that the Official Statement contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading , the Underwriter shall so notify the City and the Authority); (b) the delivery of and payment for the Bonds; and (c) any termination of this Purchase Contract.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.] 455

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16. This Purchase Contract shall not be modified or amended without the prior written consent of the Underwriter, the City, and the Authority.

Very truly yours,

STIFEL, NICOLAUS & COMPANY,

INCORPORATED

Managing Director
Accepted at ______ PM as of the date hereof:

CITY OF OXNARD FINANCING

AUTHORITY
By:

Authorized Officer

CITY OF OXNARD
By:

Authorized Officer

456

A-1
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EXHIBIT A
$__________
City of Oxnard Financing Authority
Lease Revenue Bonds, Series 2022A (Tax-Exempt)
Maturity
Date
(June 1)
Principal
Amount
Interest
Rate Yield Price
10% Test
Used
Hold the
Offering
Price Rule
Used

T Term Bond
C

Redemption Provisions - 2022A Bonds
Optional Redemption. The 2022A Bonds maturing on or before June 1, 20__, are not subject to optional redemption. The 2022A Bonds maturing on or after June 1, 20__ are subject to optional redemption prior to maturity on or after June 1, 20__ at the option of the City, in whole, or in part, on any date, at a redemption price equal to the principal amount of the 2022A Bonds to be redeemed, plus accrued but unpaid interest to the redemption date.

Mandatory Sinking Account Redemption. The 2022A Bonds maturing on June 1, ____ (the “Series 2022A Term Bonds”) shall be subject to redemption from Mandatory Sinking Account Payments in part on June 1, ____, and on each June 1 thereafter, at a redempti on price equal to the principal amount thereof to be redeemed, together with accrued interest thereon to the date fixed for redemption, without premium, as follows; provided, however, that in lieu of redemption thereof, such Series 2022A Term Bonds may be purchased by the Authority and tendered to the Trustee:

457

2 4892-3211-7810v2/200356-0551

Sinking Fund
Redemption Date
(June 1)
Principal Amount to be
Redeemed or Purchased

Extraordinary Redemption from Condemnation Award or Insurance Proceeds . To the extent permitted or required by the Indenture, the 2022A Bonds are subject to redemption on any date prior to their respective maturity dates, as a whole, or in part, at the written direction of the City, from the net proceeds of any insurance or condemnation award with respect to the Leased Property or portions thereof, at a redemption price equal to the principal amount of the Series 2022A Bonds plus accrued interest thereon to the date fixed for redemption, without premium.

458

3 4892-3211-7810v2/200356-0551
$__________
City of Oxnard Financing Authority
Lease Revenue Bonds, Series 2022B (Federally Taxable)
Maturity
Date
(June 1)
Principal
Amount
Interest
Rate Yield Price

T Term Bond

Redemption Provisions - 2022B Bonds
Optional Redemption. The 2022B Bonds maturing on or before June 1, 20__, are not subject to optional redemption. The 2022B Bonds maturing on or after June 1, 20__ are subject to optional redemption prior to maturity on or after June 1, 20__ at the option of the City, in whole, or in part, on any date, at a redemption price equal to the principal amount of the 2022B Bonds to be redeemed, plus accrued but unpaid interest to the redemption date.

Mandatory Sinking Account Redemption. The 2022B Bonds maturing on June 1, ____ (the “Series 2022B Term Bonds”) shall be subject to redemption from Mandatory Sinking Account Payments in part on June 1, ____, and on each June 1 thereafter, at a redemption price eq ual to the principal amount thereof to be redeemed, together with accrued interest thereon to the date fixed for redemption, without premium, as follows; provided, however, that in lieu of redemption thereof, such Series 2022B Term Bonds may be purchased by the Authority and tendered to the Trustee:

Sinking Fund
Redemption Date
(June 1)
Principal Amount to be
Redeemed or Purchased

459

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Extraordinary Redemption from Condemnation Award or Insurance Proceeds . To the extent permitted or required by the Indenture, the 2022B Bonds are subject to redemption on any date prior to their respective maturity dates, as a whole, or in part, at the written direction of the City, from the net proceeds of any insurance or condemnation award with respect to the Leased Property or portions thereof, at a redemption price equal to the principal amount of the 2022B Bonds plus accrued interest thereon to the date fixed for redemption, without premium.

460

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EXHIBIT B
City of Oxnard Financing Authority
$_____________*
Lease Revenue Bonds, Series 2022A
(Tax-Exempt)
$___________*
Lease Revenue Bonds, Series 2022B
(Federally Taxable)

RULE 15c2-12 CERTIFICATE
The undersigned hereby certifies and represents that the undersigned is the duly appointed and acting representative of the City of Oxnard Financing Authority (the “ Authority”), and as such is duly authorized to execute and deliver this Certificate on behalf of the Authority, and further hereby certifies and reconfirms on behalf of the Authority as follows:
(1) This Certificate is delivered i n connection with the offering and sale of the above captioned bonds (the “ Bonds”) in order to enable the underwriter of the Bonds to comply with Securities and Exchange Commission Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 (the “Rule”).
(2) In connection with the offering and sale of the Bonds, there has been prepared a Preliminary Official Statement, setting forth information concerning the Bonds , the City of Oxnard and the Authority (the “Preliminary Official Statement”). (3) As used herein, “ Permitted Omissions” means the offering price(s), interest rate(s), selling compensation, aggregate principal amount, principal amount per maturity, delivery dates, ratings and other terms of the Bonds depending on such matters, all with respect to the Bonds. (4) The Preliminary Official Statement is, except for the Permitted Omissions, deemed final within the meaning of the Rule, and the information therein is accurate and complete except for the Permitted Omissions.

Dated: __________, 2022

CITY OF OXNARD FINANCING AUTHORITY
By:

Authorized Officer

__________
* Preliminary; subject to change.
461

C-1
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EXHIBIT I
$_____________
City of Oxnard Financing Authority
Lease Revenue Bonds, Series 2022A (Tax-Exempt)

FORM OF ISSUE PRICE CERTIFICATE
The undersigned, on behalf of Stifel, Nicolaus & Company, Incorporated (“Stifel”) hereby certifies as set forth below with respect to the sale and issuance of the above-captioned bonds (the “Bonds”).

1. Sale of the General Rule Maturities . As of the date of this certificate, for each Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity was sold to the Public is the respective price listed in Schedule A.

2. Initial Offering Price of the Hold-the-Offering-Price Maturities. (a) Stifel offered the Hold -the-Offering-Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule A (the “Initial Offering Prices”) on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule B.
(b) As set forth in the Contract of Purchase, dated __________, 2022 , by and among Stifel, the City of Oxnard and the Issuer, Stifel has agreed in writing that, (i) for each Maturity of the Hold -the-Offering-Price Maturities, it would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than t he Initial Offering Price for such Maturity during the Holding Period for such Maturity (the “hold -the-offering-price rule”), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any retail distribution agreement shall contain the agreement of each broker-dealer who is a party to the retail distribution agreement, to comply with the hold -the-offering-price rule.

Pursuant to such agreement, no Underwriter (as defined below) has offered or sold any Maturity of the Hold -the-Offering-Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period.

3. Defined Terms.
(a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “General Rule Maturities.”
(b) Hold-the-Offering-Price Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “Hold-the-Offering-Price Maturities.” (c) Holding Period means, with re spect to a Hold -the-Offering-Price Maturity, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date (__________, 2022), or (ii) the date on which the Underwriter has sold at least 10% o f such Hold -the-Offering-Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold-the-Offering-Price Maturity. 462

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(d) Issuer means the City of Oxnard Financing Authority. (e) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate Maturities.
(f) Public means any person (including an individual, t rust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter.

The term “related party” for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (g) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is __________, 2022. (h) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public).

The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents Stifel’s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Reven ue Code of 1986, as amended, and the Treasury Regulations thereunder.

The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in a Tax Certificate for the Bonds and with respect to compliance with the federal income tax rules affecting the Bonds, and by Nixon Peabody, LLP in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the prepa ration of the Internal Revenue Service Form 8038 -G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds.

STIFEL, NICOLAUS & COMPANY,

INCORPORATED
By:

Name:

Dated: ___________, 2022
463

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SCHEDULE A

SALE PRICES OF THE GENERAL RULE MATURITIES AND INITIAL OFFERING

PRICES OF THE HOLD-THE-OFFERING-PRICE MATURITIES

(Attached)

464

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SCHEDULE B

PRICING WIRE OR EQUIVALENT COMMUNICATION

(Attached)

465
4876-2863-6976.3
NP DRAFT 9/29/22

FIRST SUPPLEMENT TO INDENTURE
by and among
COMPUTERSHARE TRUST COMPANY, N.A.,
as Trustee,

CITY OF OXNARD
and

CITY OF OXNARD FINANCING AUTHORITY
Dated as of ______, 2022
Relating to the
$_________
City of Oxnard Financing Authority
Lease Revenue Bonds, Series 2022A (Tax-Exempt)
And
$_________
City of Oxnard Financing Authority
Lease Revenue Bonds, Series 2022B (Federally Taxable)
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4876-2863-6976.3

TABLE OF CONTENTS
Page
-i-
PART 1

PARTICULAR AMENDMENTS
Part 1.1. Amendments to the Indenture. .........................................................................................2 Part 1.2. Amendments to Section 5.01(a) of the Indenture ............................................................4 Part 1.3. Amendment to Exhibit A .................................................................................................5 PART 2

ADDITION OF ARTICLE XIII
Part 2.1. Addition of Article XIII ...................................................................................................5

ARTICLE XIII
SERIES 2022A BONDS
Section 13.01. Authorization of Series 2022A Bonds....................................................................5 Section 13.02. Terms of Series 2022A Bonds................................................................................5 Section 13.03. Form of Series 2022A Bonds .................................................................................6 Section 13.04. Execution of Series 2022A Bonds..........................................................................6 Section 13.05. Deposit of Proceeds of Series 2022A Bonds; Other Moneys.................................7 Section 13.06. Redemption of Series 2022A Bonds.......................................................................7 Section 13.07. 2022A Reserve Fund ..............................................................................................8 Section 13.08. Insurer Provisions ...................................................................................................9

ADDITION OF ARTICLE XIV
Part 2.2. Addition of Article XIV ...................................................................................................9

ARTICLE XIV
SERIES 2022B BONDS
Section 14.01. Authorization of Series 2022B Bonds ....................................................................9 Section 14.02. Terms of Series 2022B Bonds ................................................................................9 Section 14.03. Form of Series 2022B Bonds................................................................................10 Section 14.04. Execution of Series 2022B Bonds ........................................................................11 467
4876-2863-6976.3

TABLE OF CONTENTS
(continued)
Page
-ii-
Section 14.05. Deposit of Proceeds of Series 2022B Bonds; Other Moneys ...............................11 Section 14.06. Redemption of Series 2022B Bonds.....................................................................11 Section 14.07. 2022B Reserve Fund.............................................................................................12 Section 14.08. Insurer Provisions .................................................................................................13 PART 3

MISCELLANEOUS
Part 3.1. Effect of First Supplement to Indenture.........................................................................13 Part 3.2. Execution in Counterparts..............................................................................................13 Part 3.3. Effective Date.................................................................................................................13 EXHIBIT A DESCRIPTION OF LEASED PROPERTY .........................................................A-1 EXHIBIT B FORM OF BONDS................................................................................................B-1 468
4876-2863-6976.3
A-1

FIRST SUPPLEMENT TO INDENTURE
THIS FIRST SUPPLEMENT TO INDENTURE (this “First Supplement to Indenture”), is made and entered into as of _______ 1, 2022, by and among COMPUTERSHARE TRUST COMPANY, N.A., a national banking association duly organized and existing under and by virtue of the laws of the United States of America, as successor trustee (the “Trustee”), the CITY OF OXNARD, a political subdivision duly organized and existing under the laws of the State of California (the “City”), and CITY OF OXNARD FINANCING AUTHORITY, a joint powers authority duly organized and existing under and by virtue of the laws of the State of California (the “Authority”);
W I T N E S S E T H:

WHEREAS, the City previously leased certain real property and improvements thereon (the “2019 Leased Property”) to the Authority pursuant to a Site Lease, dated as of December 1, 2019 (the “2019 Site Lease”);
WHEREAS, the Authority subleased the 2019 Leased Property back to the City pursuant to a Facility Lease, dated as of December 1, 2019 (the “2019 Facility Lease”); WHEREAS, the Authority issued its City of Oxnard Financing Authority Lease Revenue Bonds, Series 2019A (Federally Taxable) (the “Series 2019A Bonds”), in the aggregate principal amount of $27,615,000, pursuant to an Indenture, dated as of December 1, 2019 (the “2019 Indenture” or the “Original Indenture”) by and among the Trustee, as successor trustee to Wells Fargo Bank, National Association, the City and the Authority, and in accordance with the Joint Exercise of Powers Agreement and its powers thereunder and under the laws of the State of California;
WHEREAS, the Series 2019A Bonds are secured by certain Base Rental Payments, as defined in the 2019 Facility Lease;
WHEREAS, the Original Indenture provides that, subject to the conditions set forth therein, in addition to the Series 2019A Bonds, the Authority may by execution of a Supplemental Indenture without the consent of the Owners, provide for the execution and delivery of Additional Bonds secured by additional Base Rental Payments; WHEREAS, in connection with the issuance of the City’s $5,570,838 aggregate principal amount of 2012 Lease/Purchase Financing (the “2012 Lease”), the City previously leased certain real property and improvements thereon (the “2012 Leased Property”) to the Authority pursuant to a Site Lease, dated as of August 1, 2012 (the “2012 Site Lease”); WHEREAS, the Authority subleased the 2012 Leased Property back to the City pursuant to a Lease/Purchase Agreement, dated as of August 1, 2012 (the “2012 Lease Agreement”); WHEREAS, the Authority intends to issue its Lease Revenue Bonds, Series 2022A (Tax-Exempt) (the “Series 2022A Bonds”) and its Lease Revenue Bonds, Series 2022B (Federally Taxable) (the “Series 2022B Bonds,” and together with the Series 2022A Bonds, the “Series 2022 Bonds”) pursuant to this First Supplement to Indenture and the Original Indenture 469
4876-2863-6976.3
2 (as so amended the “Indenture”), and in accordance with the Joint Exercise of Powers Agreement and its powers thereunder and under the laws of the State of California; WHEREAS, the proceeds of the Series 2022A Bonds will be applied by the City to (i) finance certain street improvement projects in the City, (ii) refund all the City’s outstanding 2012 Lease, collectively referred to herein as the “2022A Project” and (iii) pay the costs incurred in connection with the issuance of the Series 2022A Bonds;” WHEREAS, the proceeds of the Series 2022B Bonds will be applied by the City to (i) finance the second phase of implementation costs of the enterprise resource planning software replacement project, referred to herein as the “2022B Project,” and together with the 2022A Project, the “2022 Projects” and (ii) pay the costs incurred in connection with the issuance of the Series 2022B Bonds;”
WHEREAS, in order to accomplish such 2022 Projects, the Authority and the City are entering into a First Amendment to Site Lease, dated as of ________ 1, 2022, in order to amend the 2019 Site Lease, as so amended, the “2022 Site Lease,” or simply the “Site Lease” (i) to include all of the 2012 Leased Property and certain other additional real property as real property leased to the City, as more particularly described in Exhibit A attached hereto (the “Leased Property”) and (ii) to make certain other modifications in order to provide for the execution and delivery of the Series 2022 Bonds in accordance with the provisions of the Indenture; WHEREAS, in order to accomplish such 2022 Projects, the Authority and the City are entering into a First Amendment to Facility Lease, dated as of ________ 1, 2022, in order to amend the 2019 Facility Lease, as so amended, the “2022 Facility Lease,” or simply the “Facility Lease” (i) to update the Leased Property, (ii) to increase the amount of Base Rental Payments payable thereunder and (iii) to make certain other modifications in order to provide for the execution and delivery of the Series 2022 Bonds in accordance with the provisions of the Indenture; and
WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of this First Supplement to Indenture do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this First Supplement to Indenture; NOW, THEREFORE, in consideration of the premises and of the mutual agreements and covenants contained herein and for other valuable consideration, the parties do hereby agree as follows:

PART 1

PARTICULAR AMENDMENTS
Part 1.1. Amendments to the Indenture.
(a) Section 1.01 of the Original Indenture is hereby amended by adding thereto the following definitions:
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4876-2863-6976.3
3 Series 2022A Bonds
The term “Series 2022A Bonds” means the City of Oxnard Financing Authority Lease Revenue Bonds, Series 2022A (Tax-Exempt).

Series 2022B Bonds
The term “Series 2022B Bonds” means the City of Oxnard Financing Authority Lease Revenue Bonds, Series 2022B (Federally Taxable).

Series 2022 Bonds
The term “Series 2022 Bonds” means the Series 2022A Bonds and the Series 2022B Bonds.

Series 2022 Bonds Closing Date
The term “Series 2022 Bonds Closing Date” means ________, 2022. 2012 Lease
The term “2012 Lease” has the meanings set forth in the preambles hereto. 2022 Insurer
The term “2022 Insurer” means Build America Mutual Assurance Company. 2022A Policy
The term “2022A Policy” means the Municipal Bond Insurance Policy issued by the 2022 Insurer that guarantees the scheduled payment of principal or and interest on the Series 2022A Bonds when due.
2022A Reserve Policy
The term “2022A Reserve Policy” means the Municipal Bond Debt Service Reserve Insurance Policy issued by the 2022 Insurer and deposited into the 2022A Reserve Fund. 2022A Reserve Requirement
The term “2022A Reserve Requirement” means as of any date of calculation by the City, the lease of (i) ten percent (10%) of the original issue price of the Series 2022A Bonds (or, if there is less than 2% net original issue discount or premium, 10% of the original stated principal amount of the Series 2022A Bonds); (ii) 125% of average Annual Debt Service on the Series 2022A Bonds as of the Closing Date; or (iii) the Maximum Annual Debt Service on the Series 2022A Bonds.
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4 2022B Policy
The term “2022B Policy” means the Municipal Bond Insurance Policy issued by the 2022 Insurer that guarantees the scheduled payment of principal or and interest on the Series 2022B Bonds when due.
2022B Reserve Policy
The term “2022B Reserve Policy” means the Municipal Bond Debt Service Reserve Insurance Policy issued by the 2022 Insurer and deposited into the 2022B Reserve Fund. 2022B Reserve Requirement
The term “2022B Reserve Requirement” means as of any date of calculation by the City, the lease of (i) ten percent (10%) of the original issue price of the Series 2022B Bonds (or, if there is less than 2% net original issue discount or premium, 10% of the original stated principal amount of the Series 2022B Bonds); (ii) 125% of average Annual Debt Service on the Series 2022B Bonds as of the Closing Date; or (iii) the Maximum Annual Debt Service on the Series 2022B Bonds.

Part 1.2. Amendments to Section 5.01(a) of the Indenture. Section 5.01(a) of the Indenture is hereby amended to read as follows:

There is hereby established a special fund designated as the “Revenue Fund” which shall be held by the Trustee and which shall be kept separate and apart from all other funds and moneys held by the Trustee. Within the Revenue Fund, the Trustee shall establish and maintain (i) a separate fund designated the “Series 2019A Interest Fund” and a separate fund designated the “Series 2019A Principal Fund,” (ii) a separate fund designated the “Series 2022A Interest Fund” and a separate fund designated the “Series 2022A Principal Fund” and (ii) a separate fund designated the “Series 2022B Interest Fund” and a separate fund designated the “Series 2022B Principal Fund.” Upon the issuance of Additional Bonds, the Trustee shall also establish and maintain, within the Revenue Fund, a separate Interest Fund and a separate Principal Fund for each Series of Additional Bonds.

The City hereby irrevocably pledges and transfers to the Trustee, for the benefit of the Owners, all of its right, title and interest in and to all amounts on deposit from time to time in the funds and accounts established hereunder (other than the Rebate Fund), subject to the provisions hereof permitting the disbursement thereof for or to the purposes and on the conditions and terms set forth herein, and in and to the Revenues, which shall be used for the punctual payment of the interest and principal of the Bonds and the Revenues shall not be used for any other purpose while any of the Bonds remain Outstanding. It is the intent of the parties hereto that the Authority shall not have any right, title, in or to the Revenues. In the event, however, that it should be determined that the Authority has any right, title or interest in or to the Revenues, then the Authority hereby irrevocably pledges and transfers to the Trustee, for the benefit of the Owners, all of such right, title and interest, which shall be used for the punctual payment of 472
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5 the interest and principal of the Bonds. These pledges shall constitute a first and exclusive lien on the funds established hereunder and the Revenues in accordance with the terms hereof subject in all events to the power of the City and the Authority to cause the execution and delivery of Additional Bonds pursuant to Section 2.11 hereof which shall be on a parity with the Bonds Outstanding.

Part 1.3. Amendment to Exhibit A. Exhibit A to the 2019 Facility Lease is hereby amended to read in full as set forth in Exhibit A hereto.

PART 2

ADDITION OF ARTICLE XIII
Part 2.1. Addition of Article XIII. The 2019 Indenture is hereby amended and supplemented by adding thereto an additional Article as follows:

ARTICLE XIII
SERIES 2022A BONDS
Section 13.01. Authorization of Series 2022A Bonds. A second Series of Bonds is hereby created and designated “City of Oxnard Financing Authority Lease Revenue Bonds, Series 2022A (Tax-Exempt).” The aggregate principal amount of Series 2022A Bonds which may be issued and Outstanding under this Indenture shall not exceed $__________.

The Authority has reviewed all proceedings heretofore taken relative to the authorization of the Series 2022A Bonds and has found, as a result of such review, and hereby finds and determines that all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in the issuance of the Series 2022A Bonds do exist, have happened and have been performed in due time, form and manner as required by law, and that the Authority is now duly authorized, pursuant to each and every requirement of the Act, to issue the Series 2022A Bonds in the form and manner provided herein and that the Series 2022A Bonds shall be entitled to the benefit, protection and security of the provisions hereof.

The recital contained in the Series 2022A Bonds that the same are issued pursuant to the Act and pursuant hereto shall be conclusive evidence of their validity and of the regularity of their issuance, and all Series 2022A Bonds shall be incontestable from and after their issuance.

The Series 2022A Bonds shall be deemed to be issued, within the meaning hereof, whenever the definitive Series 2022A Bonds (or any temporary Series 2022A Bonds exchangeable therefor) shall have been delivered to the purchaser thereof and the proceeds of sale thereof received.

Section 13.02. Terms of Series 2022A Bonds. The Series 2022A Bonds shall be issued in the aggregate principal amount of $_________. The Series 2022A Bonds shall be dated as of the date of initial delivery, shall be executed and delivered in the form of fully registered Series 2022A Bonds, without coupons, in Authorized Denominations, shall be payable in lawful money of the United States of America, and shall mature in the years and in the principal amounts and bear interest at the rates as set forth in the following schedule, subject to prior redemption as described in Article IV and Section 13.06 hereof:
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6 Series 2022A Bonds
Maturity Date
(June 1)
Principal
Amount Interest Rate
Each Series 2022A Bond shall bear interest from the Interest Payment Date to which interest has been paid or duly provided for next preceding its date of authentication, unless such date of authentication shall be (i) prior to the close of business on June 1, 2023, in which case such Series 2022A Bond shall bear interest from its date of delivery, (ii) subsequent to a Record Date but before the related Interest Payment Date, in which case such Series 2022A Bond shall bear interest from such Interest Payment Date, or (iii) an Interest Payment Date to which interest has been paid in full or duly provided for, in which case such Series 2022A Bond shall bear interest from such date of authentication; provided, however, that if, as shown by the records of the Trustee, interest shall be in default, each Series 2022A Bond shall bear interest from the last Interest Payment Date to which such interest has been paid in full or duly provided for.

The interest on the Series 2022A Bonds shall be payable on each Interest Payment Date by check sent by first class mail by the Trustee to the respective Owners of the Series 2022A Bonds as of the Record Date for such Interest Payment Date at their addresses shown on the books required to be kept by the Trustee pursuant to the provisions of Section 2.08 hereof.

Payments of defaulted interest on any Series 2022A Bond shall be paid by check to the Owner as of a special record date to be fixed by the Trustee, notice of which special record date shall be given to the Owner of the Series 2022A Bond not less than ten days prior thereto. The principal and premium, if any, of the Series 2022A Bonds shall be payable upon presentation and surrender thereof on maturity or on redemption prior thereto at the Principal Corporate Trust Office of the Trustee.

The Owner of $1,000,000 or more in aggregate principal amount of the Series 2022A Bonds may request in writing that the Trustee pay the interest on the Series 2022A Bonds by wire transfer to an account in the United States of America and the Trustee shall comply with such request for all Interest Payment Dates following the 15th day after receipt of such request.

Section 13.03. Form of Series 2022A Bonds. The Series 2022A Bonds and the assignment to appear thereon shall be in substantially the forms set forth in Exhibit B hereto, with necessary or appropriate insertions, omissions and variations as permitted or required hereby.

Section 13.04. Execution of Series 2022A Bonds. The Chairman or Executive Director of the Authority is hereby authorized and directed to execute each of the Series 2022A Bonds on behalf of the Authority and the Secretary of the Authority is hereby authorized and directed to countersign each of the Series 2022A Bonds on behalf of the Authority. The signatures of such Chairman, Executive Director and Secretary may be by printed, lithographed or engraved by 474
4876-2863-6976.3
7 facsimile reproduction. In case any officer whose signature appears on the Series 2022A Bonds shall cease to be such officer before the delivery of the Series 2022A Bonds to the purchaser thereof, such signature shall nevertheless be valid and sufficient for all purposes as if such officer had remained in office until such delivery of the Series 2022A Bonds.

Only those Series 2022A Bonds bearing thereon a certificate of authentication and registration in substantially the form set forth in Exhibit B hereto, executed manually and dated by the Trustee, shall be entitled to any benefit, protection or security hereunder or be valid or obligatory for any purpose, and such certificate of the Trustee shall be conclusive evidence that the Series 2022A Bonds so authenticated and registered have been duly authorized, executed, issued and delivered hereunder and are entitled to the benefit, protection and security hereof.

Section 13.05. Deposit of Proceeds of Series 2022A Bonds; Other Moneys. The proceeds received from the sale of the Series 2022A Bonds in the amount of $__________ (consisting of the par amount of the Series 2022A Bonds of $________, plus/less original issue premium/discount of $_________, less an underwriter’s discount of $________, [less bond insurance and surety premium paid directly by the Underwriter on behalf of the Authority]), shall be transferred for deposit by the Trustee to the following respective funds or accounts:
(a) The Trustee shall deposit in the Costs of Issuance Fund established pursuant to Section 3.05 hereof the amount of $_________; (b) The Trustee shall deposit in the Construction Fund established pursuant to Section 3.03 hereof the amount of $________; and (c) The Trustee shall transfer to Capital One Public Funding, LLC (the “Lender”), as assignee of the Authority under the Assignment Agreement dated August 1, 2012, between the Authority and the Lender related to the 2012 Lease, the amount of $__________ for the prepayment of the 2012 Lease.

The deposits required of the Trustee set forth above into funds or accounts shall be deemed made by the transfer of funds by the Trustee in accordance with the instructions of the City. To facilitate any transfers to or for the benefit of the City required in this Section, the Trustee may, in its discretion open a temporary fund or account on its records which shall be closed upon completion of such transfers.

Section 13.06. Redemption of Series 2022A Bonds. The Series 2022A Bonds shall be subject to redemption prior to their Principal Payment Date as set forth in this Section. (a)Extraordinary Redemption. To the extent permitted or required by Section 5.03 or 5.04 hereof, the Series 2022A Bonds are subject to redemption on any date prior to their respective maturity dates, as a whole, or in part, at the written direction of the City, from the net proceeds of any insurance or condemnation award with respect to the Leased Property or portions thereof, at a redemption price equal to the principal amount of the Series 2022A Bonds plus accrued interest thereon to the date fixed for redemption, without premium. (b)Optional Redemption. The Series 2022A Bonds maturing on or after June 1, 20___ are subject to optional redemption prior to maturity on or after June 1, 20___ at the 475
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8 option of the City, in whole, or in part, on any date, at a redemption price equal to the principal amount of the Series 2022A Bonds to be redeemed, plus accrued but unpaid interest to the redemption date.
(c)Mandatory Sinking Account Redemption. The Series 2022A Bonds maturing on June 1, 20__ (the “20___ Term Bonds”) shall be subject to redemption from Mandatory Sinking Account Payments in part on June 1, 20__, and on each June 1 thereafter, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest thereon to the date fixed for redemption, without premium, as follows; provided, however, that in lieu of redemption thereof, such 20__ Term Bonds may be purchased by the Authority and tendered to the Trustee:

Sinking Fund
Redemption Date
(June 1)
Principal Amount to be
Redeemed or Purchased
If some but not all of the 20__ Term Bonds have been redeemed pursuant to extraordinary or optional redemptions, the total amount of Mandatory Sinking Account Payments to be made subsequent to such redemption shall be reduced in an amount equal to the principal amount of the 20__ Term Bonds so redeemed by reducing each such future Mandatory Sinking Account Payment on a pro rata basis (as nearly as practicable) in integral multiples of $5,000, as shall be designated pursuant to written notice which shall include a revised Mandatory Sinking Account Payment schedule filed by Authority with the Trustee.

Section 13.07. 2022A Reserve Fund. There is hereby established a separate fund known as the “2022A Reserve Fund.” The 2022A Reserve Fund shall serve solely as security for payments payable by the Authority with respect to the Series 2022A Bonds.

On the Series 2022 Bonds Closing Date, the Trustee shall credit the 2022A Reserve Policy, in an amount equal to the 2022A Reserve Requirement, to the 2022A Reserve Fund. The Trustee shall draw on the 2022A Reserve Policy and shall transfer such amounts to the Series 2022A Interest Fund and the Series 2022A Principal Fund, in such order, to the extent required to make the deposits then required to be made pursuant to Section 5.02 to pay debt service on the Series 2022A Bonds. Notwithstanding anything herein to the contrary, neither the 476
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9 Authority nor the City will have any obligation to replace the 2022A Reserve Policy or to fund the 2022A Reserve Fund with cash if, at any time that the Series 2022A Bonds are Outstanding, (i) any rating assigned to the 2022 Insurer is downgraded, suspended or withdrawn, or (ii) amounts are not available for any reason under the 2022A Reserve Policy.

The Trustee shall comply with all documentation relating to the 2022A Reserve Policy as shall be required to maintain the 2022A Reserve Policy in full force and effect and as shall be required to receive payments thereunder in the event and to the extent required to make any payment when and as required under Section 5.02.

Section 13.08. Insurer Provisions. All of the terms and provisions contained in the 2019 Indenture relating to the 2019A Insurer, the 2019A Policy and the 2019A Reserve Policy shall have the same force and effect with respect to the 2022 Insurer, the 2022A Policy and the 2022A Reserve Policy, as applicable.

ADDITION OF ARTICLE XIV
Part 2.2. Addition of Article XIV. The 2019 Indenture is hereby amended and supplemented by adding thereto an additional Article as follows:

ARTICLE XIV
SERIES 2022B BONDS
Section 14.01. Authorization of Series 2022B Bonds. A third Series of Bonds is hereby created and designated “City of Oxnard Financing Authority Lease Revenue Bonds, Series 2022B (Federally Taxable).” The aggregate principal amount of Series 2022B Bonds which may be issued and Outstanding under this Indenture shall not exceed $__________.

The Authority has reviewed all proceedings heretofore taken relative to the authorization of the Series 2022B Bonds and has found, as a result of such review, and hereby finds and determines that all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in the issuance of the Series 2022B Bonds do exist, have happened and have been performed in due time, form and manner as required by law, and that the Authority is now duly authorized, pursuant to each and every requirement of the Act, to issue the Series 2022B Bonds in the form and manner provided herein and that the Series 2022B Bonds shall be entitled to the benefit, protection and security of the provisions hereof.

The recital contained in the Series 2022B Bonds that the same are issued pursuant to the Act and pursuant hereto shall be conclusive evidence of their validity and of the regularity of their issuance, and all Series 2022B Bonds shall be incontestable from and after their issuance.

The Series 2022B Bonds shall be deemed to be issued, within the meaning hereof, whenever the definitive Series 2022B Bonds (or any temporary Series 2022B Bonds exchangeable therefor) shall have been delivered to the purchaser thereof and the proceeds of sale thereof received.

Section 14.02. Terms of Series 2022B Bonds. The Series 2022B Bonds shall be issued in the aggregate principal amount of $_________. The Series 2022B Bonds shall be dated as of the date of initial delivery, shall be executed and delivered in the form of fully registered Series 477
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10 2022B Bonds, without coupons, in Authorized Denominations, shall be payable in lawful money of the United States of America, and shall mature in the years and in the principal amounts and bear interest at the rates as set forth in the following schedule, subject to prior redemption as described in Article IV and Section 14.06 hereof:

Series 2022B Bonds
Maturity Date
(June 1)
Principal
Amount Interest Rate
Each Series 2022B Bond shall bear interest from the Interest Payment Date to which interest has been paid or duly provided for next preceding its date of authentication, unless such date of authentication shall be (i) prior to the close of business on June 1, 2023, in which case such Series 2022B Bond shall bear interest from its date of delivery, (ii) subsequent to a Record Date but before the related Interest Payment Date, in which case such Series 2022B Bond shall bear interest from such Interest Payment Date, or (iii) an Interest Payment Date to which interest has been paid in full or duly provided for, in which case such Series 2022B Bond shall bear interest from such date of authentication; provided, however, that if, as shown by the records of the Trustee, interest shall be in default, each Series 2022B Bond shall bear interest from the last Interest Payment Date to which such interest has been paid in full or duly provided for.

The interest on the Series 2022B Bonds shall be payable on each Interest Payment Date by check sent by first class mail by the Trustee to the respective Owners of the Series 2022B Bonds as of the Record Date for such Interest Payment Date at their addresses shown on the books required to be kept by the Trustee pursuant to the provisions of Section 2.08 hereof.

Payments of defaulted interest on any Series 2022B Bond shall be paid by check to the Owner as of a special record date to be fixed by the Trustee, notice of which special record date shall be given to the Owner of the Series 2022B Bond not less than ten days prior thereto. The principal and premium, if any, of the Series 2022B Bonds shall be payable upon presentation and surrender thereof on maturity or on redemption prior thereto at the Principal Corporate Trust Office of the Trustee.

The Owner of $1,000,000 or more in aggregate principal amount of the Series 2022B Bonds may request in writing that the Trustee pay the interest on the Series 2022B Bonds by wire transfer to an account in the United States of America and the Trustee shall comply with such request for all Interest Payment Dates following the 15th day after receipt of such request.

Section 14.03. Form of Series 2022B Bonds. The Series 2022B Bonds and the assignment to appear thereon shall be in substantially the forms set forth in Exhibit B hereto, with necessary or appropriate insertions, omissions and variations as permitted or required hereby.
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11 Section 14.04. Execution of Series 2022B Bonds. The Chairman or Executive Director of the Authority is hereby authorized and directed to execute each of the Series 2022B Bonds on behalf of the Authority and the Secretary of the Authority is hereby authorized and directed to countersign each of the Series 2022B Bonds on behalf of the Authority. The signatures of such Chairman, Executive Director and Secretary may be by printed, lithographed or engraved by facsimile reproduction. In case any officer whose signature appears on the Series 2022B Bonds shall cease to be such officer before the delivery of the Series 2022B Bonds to the purchaser thereof, such signature shall nevertheless be valid and sufficient for all purposes as if such officer had remained in office until such delivery of the Series 2022B Bonds.

Only those Series 2022B Bonds bearing thereon a certificate of authentication and registration in substantially the form set forth in Exhibit B hereto, executed manually and dated by the Trustee, shall be entitled to any benefit, protection or security hereunder or be valid or obligatory for any purpose, and such certificate of the Trustee shall be conclusive evidence that the Series 2022B Bonds so authenticated and registered have been duly authorized, executed, issued and delivered hereunder and are entitled to the benefit, protection and security hereof.

Section 14.05. Deposit of Proceeds of Series 2022B Bonds; Other Moneys. The proceeds received from the sale of the Series 2022B Bonds in the amount of $__________ (consisting of the par amount of the Series 2022B Bonds of $________, plus/less original issue premium/discount of $_________, less an underwriter’s discount of $________, [less bond insurance and surety premium paid directly by the Underwriter on behalf of the Authority]), shall be transferred for deposit by the Trustee to the following respective funds or accounts:
(a) The Trustee shall deposit in the Costs of Issuance Fund established pursuant to Section 3.05 hereof the amount of $_________; and (b) The Trustee shall deposit in the Construction Fund established pursuant to Section 3.03 hereof the amount of $________; The deposits required of the Trustee set forth above into funds or accounts shall be deemed made by the transfer of funds by the Trustee in accordance with the instructions of the City. To facilitate any transfers to or for the benefit of the City required in this Section, the Trustee may, in its discretion open a temporary fund or account on its records which shall be closed upon completion of such transfers.

Section 14.06. Redemption of Series 2022B Bonds. The Series 2022B Bonds shall be subject to redemption prior to their Principal Payment Date as set forth in this Section. (a)Extraordinary Redemption. To the extent permitted or required by Section 5.03 or 5.04 hereof, the Series 2022B Bonds are subject to redemption on any date prior to their respective maturity dates, as a whole, or in part, at the written direction of the City, from the net proceeds of any insurance or condemnation award with respect to the Leased Property or portions thereof, at a redemption price equal to the principal amount of the Series 2022B Bonds plus accrued interest thereon to the date fixed for redemption, without premium. (b)[Make-Whole Optional Redemption.] [to come if needed] 479
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12 (c)Optional Redemption. The Series 2022B Bonds maturing on or after June 1, 20___ are subject to optional redemption prior to maturity on or after June 1, 20___ at the option of the City, in whole, or in part, on any date, at a redemption price equal to the principal amount of the Series 2022B Bonds to be redeemed, plus accrued but unpaid interest to the redemption date.
(d)Mandatory Sinking Account Redemption. The Series 2022B Bonds maturing on June 1, 20__ (the “20___ Term Bonds”) shall be subject to redemption from Mandatory Sinking Account Payments in part on June 1, 20__, and on each June 1 thereafter, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest thereon to the date fixed for redemption, without premium, as follows; provided, however, that in lieu of redemption thereof, such 20__ Term Bonds may be purchased by the Authority and tendered to the Trustee:

Sinking Fund
Redemption Date
(June 1)
Principal Amount to be
Redeemed or Purchased
If some but not all of the 20__ Term Bonds have been redeemed pursuant to extraordinary or optional redemptions, the total amount of Mandatory Sinking Account Payments to be made subsequent to such redemption shall be reduced in an amount equal to the principal amount of the 20__ Term Bonds so redeemed by reducing each such future Mandatory Sinking Account Payment on a pro rata basis (as nearly as practicable) in integral multiples of $5,000, as shall be designated pursuant to written notice which shall include a revised Mandatory Sinking Account Payment schedule filed by Authority with the Trustee.

Section 14.07. 2022B Reserve Fund. There is hereby established a separate fund known as the “2022B Reserve Fund.” The 2022B Reserve Fund shall serve solely as security for payments payable by the Authority with respect to the Series 2022B Bonds.

On the Series 2022 Bonds Closing Date, the Trustee shall credit the 2022B Reserve Policy, in an amount equal to the 2022B Reserve Requirement, to the 2022B Reserve Fund. The Trustee shall draw on the 2022B Reserve Policy and shall transfer such amounts to 480
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13 the Series 2022B Interest Fund and the Series 2022B Principal Fund, in such order, to the extent required to make the deposits then required to be made pursuant to Section 5.02 to pay debt service on the Series 2022B Bonds. Notwithstanding anything herein to the contrary, neither the Authority nor the City will have any obligation to replace the 2022B Reserve Policy or to fund the 2022B Reserve Fund with cash if, at any time that the Series 2022B Bonds are Outstanding, (i) any rating assigned to the 2022 Insurer is downgraded, suspended or withdrawn, or (ii) amounts are not available for any reason under the 2022B Reserve Policy.

The Trustee shall comply with all documentation relating to the 2022B Reserve Policy as shall be required to maintain the 2022B Reserve Policy in full force and effect and as shall be required to receive payments thereunder in the event and to the extent required to make any payment when and as required under Section 5.02.

Section 14.08. Insurer Provisions. All of the terms and provisions contained in the 2019 Indenture relating to the 2019A Insurer, the 2019A Policy and the 2019A Reserve Policy shall have the same force and effect with respect to the 2022 Insurer, the 2022B Policy and the 2022B Reserve Policy, as applicable.

PART 3

MISCELLANEOUS
Part 3.1. Effect of First Supplement to Indenture. This First Supplement to Indenture and all of the terms and provisions herein contained shall form part of the 2019 Indenture as fully and with the same effect as if all such terms and provisions had been set forth in the 2019 Indenture. The 2019 Indenture is hereby ratified and confirmed and shall continue in full force and effect in accordance with the terms and provisions thereof, as heretofore amended and supplemented, and as amended and supplemented hereby. If there shall be any conflict between the terms of this First Supplement to Indenture and the terms of the 2019 Indenture (as in effect on the day prior to the effective date of this First Supplement to Indenture), the terms of this First Supplement to Indenture shall prevail.

Part 3.2. Execution in Counterparts. This First Supplement to Indenture may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument. The parties further agree that facsimile signatures or signatures scanned into .pdf (or signatures in another electronic format designated by the City) and sent by e-mail shall be deemed original signatures.

Part 3.3. Effective Date. This First Supplement to Indenture shall become effective upon its execution and delivery.
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14 IN WITNESS WHEREOF, the parties hereto have executed and attested to this First Supplement to Indenture by their officers thereunto duly authorized as of the day and year first written above.

COMPUTERSHARE TRUST COMPANY,
N.A., as Trustee
By:

Authorized Officer

CITY OF OXNARD
By:

Mayor
Attest:

By:

City Clerk

CITY OF OXNARD FINANCING

AUTHORITY
By:

Executive Director
Attest:

By:

Secretary
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A-1

EXHIBIT A

DESCRIPTION OF LEASED PROPERTY
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B-1

EXHIBIT B
FORM OF SERIES 2022 BONDS

UNITED STATES OF AMERICA

STATE OF CALIFORNIA
No. R-__ $___________

CITY OF OXNARD FINANCING AUTHORITY
LEASE REVENUE BONDS, SERIES [2022A (TAX-EXEMPT)/ 2022B (FEDERALLY TAXABLE)]
Interest Rate Maturity Date Dated CUSIP
% _______, 2022
REGISTERED OWNER: CEDE & CO.

PRINCIPAL SUM:

The CITY OF OXNARD FINANCING AUTHORITY, a joint powers authority, duly created and lawfully existing under the Constitution and laws of the State of California (the “Authority”), for value received, hereby promises to pay (but only out of the Revenues, as hereinafter defined) to the registered owner specified above or registered assigns on the maturity date specified above (subject to any right of prior redemption provided for) the principal sum specified above, together with interest thereon from the Interest Payment Date (as defined below) to which interest has been paid or duly provided for next preceding its date of execution, unless such date of authentication shall be (i) prior to the close of business on June 1, 2023, in which case such Bond shall bear interest from its date of delivery, (ii) subsequent to a Record Date but before the related Interest Payment Date, in which case such Bond shall bear interest from such Interest Payment Date, or (iii) an Interest Payment Date to which interest has been paid in full or duly provided for, in which case such Bond shall bear interest from such date of authentication; provided, however, that if, as shown by the records of the Trustee, interest shall be in default, each Bond shall bear interest from the last Interest Payment Date to which such interest has been paid in full or duly provided for. The term “Interest Payment Date” means [June 1, 2023] and each June 1 and December 1 thereafter. The term “Record Date” means the close of business on the 15th day of the month preceding any Interest Payment Date, whether or not such day is a Business Day.

The principal of this Bond shall be payable in lawful money of the United States of America at the corporate trust office of Computershare Trust Company, N.A., as successor trustee to Wells Fargo Bank, National Association (the “Trustee”) upon presentation and surrender of this Bond.

Payment of interest on this Bond due on or before the maturity or prior redemption, thereof shall be made to the person in whose name such Bond is registered, as of the Record 484
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B-2
Date preceding the applicable interest payment date, on the registration books kept by the Trustee at its corporate trust office, such interest to be paid by check mailed by first class mail on such interest payment date to the registered owner at his address as it appears on such books.

Interest on this Bond shall be payable in lawful money of the United States of America and shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. This Bond shall not be entitled to any benefit, protection or security under the Indenture, as hereinafter defined, or become valid or obligatory for any purpose until the certificate of authentication and registration hereon endorsed shall have been signed by the Trustee.

The Owner of $1,000,000 or more in aggregate principal amount of the Bonds may request in writing that the Trustee pay the interest on such Bonds by wire transfer to an account in the United States of America and the Trustee shall comply with such request for all Interest Payment Dates following the 15th day after receipt of such request.

This Bond is one of a duly authorized issue of bonds of the Authority designated as its “City of Oxnard Financing Authority Lease Revenue Bonds, [Series 2022A (Tax-Exempt)/ Series 2022B (Federally Taxable)]” (the “Bonds”), in the aggregate principal amount $________, all of like tenor and date (except for such variations, if any, as may be required to designate varying numbers, maturities and interest rates), and is issued under and pursuant to the provisions of an indenture, dated as of December 1, 2019, as amended by a First Supplement to Indenture, dated as of _______ 1, 2022 (the “Indenture”), by and among the Authority, the City of Oxnard (the “City”) and the Trustee (copies of which are on file at the corporate trust office of the Trustee). Unless the context otherwise requires, capitalized terms not defined herein shall have the meanings ascribed to them in the Indenture.

The Bonds are issued to provide funds [(i) finance certain street improvement projects in the City, (ii) refund certain outstanding obligations of the City and (iii) pay the costs incurred in connection with the issuance of the Series 2022A Bonds.”] [(i) finance the second phase of implementation costs of the enterprise resource planning software replacement project, and (ii) pay the costs incurred in connection with the issuance of the Bonds;”] The Bonds are limited obligations of the Authority and are payable, as to interest thereon and principal thereof, solely from the revenues derived from Base Rental Payments paid by the City pursuant to a Facility Lease, dated as of August 1, 2019, as amended by a First Amendment thereto, dated as of _______ 1, 2022 (the “Facility Lease”), between the Authority, as lessor, and the City, as lessee, for the use and possession of the Leased Property as long as the City has such use and possession of the Leased Property, as well as from all other benefits, charges, income, proceeds, profits, receipts, rents and revenues derived by the Authority, as assignee of the City’s rights under the Facility Lease, from operation or use of the Leased Property (the “Revenues”). All the Bonds are equally and ratably secured by the Revenues and enjoy the benefits of a security interest in the money held in the funds established pursuant to the Indenture (other than the Rebate Fund), subject to the provisions of the Indenture permitting the disbursement thereof for or to the purposes and on the conditions and terms set forth therein.

The obligation of the City to pay Base Rental Payments does not constitute an indebtedness of the City for which the City is obligated to levy or pledge any form of taxation or for which the City has levied or pledged any form of taxation. The obligation of the City to pay Base Rental Payments does not constitute an indebtedness of the City, the State of California, or 485
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B-3
any of its political subdivisions within the meaning of any constitutional or statutory debt limitation or restriction. The obligation of the City to make the Base Rental Payments is subject to abatement during any period in which, by reason of material damage, destruction or title defect, there is substantial interference with the use and occupancy of the Leased Property or portions thereof or if the Leased Property or portions thereof are taken under the power of eminent domain, all as more particularly provided in the Facility Lease to which reference is hereby made.

To the extent and in the manner permitted by the terms of the Indenture, the provisions of the Indenture may be amended or supplemented by the parties thereto, in some instances without the consent of the registered owners of the Bonds. No such amendment or supplement shall (1) extend the Principal Payment Date of any Bond or reduce the rate of interest represented thereby or extend the time of payment of such interest or reduce the amount of principal represented thereby without the prior written consent of the registered owner of each Bond so affected, or (2) reduce the percentage of registered owners whose consent is required for the execution of any amendment hereof or supplement hereto without the prior written consent of the registered owners of all Bonds then Outstanding, or (3) modify any of the rights or obligations of the Trustee without its prior written consent thereto, or (4) amend the amendment provisions of the Indenture without the prior written consent of the registered owners of all Bonds then Outstanding.

The Bonds are authorized to be executed and delivered in the form of fully registered Bonds without coupons, in denominations of five thousand dollars ($5,000) or any integral multiple thereof (each, an “Authorized Denomination”).

This Bond is transferable by the Owner hereof, in person or by his attorney duly authorized in writing, at the office of the Trustee in Los Angeles, California, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture; and upon surrender of this Bond for cancellation, accompanied by delivery of a duly executed written instrument of transfer, a new Bond or Bonds of Authorized Denominations of the same Principal Payment Date equal to the principal amount hereof will be executed and delivered by the Trustee to the Owner thereof in exchange or transfer herefor. The Trustee shall not be required to transfer or exchange any Bond during any period in which it is selecting Bonds for redemption, nor shall the Trustee be required to transfer or exchange any Bond or portion thereof selected for redemption from and after the date of mailing the notice of redemption. The Trustee may treat the Owner hereof as the absolute owner hereof for all purposes, whether or not this Bond shall be overdue, and the Trustee shall not be affected by any knowledge or notice to the contrary; and payment of the principal of, premium, if any, and interest on this Bond shall be made only to such Owner as above provided, which payments shall be valid and effectual to satisfy and discharge the liability on this Bond to the extent of the sum or sums so paid.

The Bonds are subject to redemption prior to maturity as described in the Indenture.

As provided in the Indenture, notice of redemption hereof or of any part hereof shall be mailed, first class postage prepaid, not less than 30 nor more than 60 days before the redemption date, to the Owner of this Bond at his or her address as it appears in the registration books maintained by the Trustee and as specified in the Indenture, but neither failure to receive any 486
4876-2863-6976.3
B-4
such notice nor any defect contained therein shall affect the validity of the proceedings for the redemption of this Bond. If this Bond is called for redemption and payment is duly provided therefor as specified in the Indenture, the interest represented hereby shall cease to accrue from and after the designated redemption date.

The Trustee has no obligation or liability to the registered owners of the Bonds for the payment of the interest or principal or redemption premiums, if any, on the Bonds; but rather the Trustee’s sole obligation is to administer, for the benefit of the City, the Authority and the registered owners of the Bonds, the various funds established under the Indenture. The Authority has no obligation or liability whatsoever to the registered owners of the Bonds.

The Indenture provides that the occurrences of certain events constitute Events of Default. Subject to certain limitations and to the rights of the Trustee or the Owners of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding shall be entitled to take whatever action at law or in equity may appear necessary or desirable to enforce its rights as assignee.

Unless this Bond is presented by an authorized representative of The Depository Trust Company to the issuer or its agent for registration of transfer, exchange or payment, and any Bond issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.

STATEMENT OF INSURANCE
Build America Mutual Assurance Company (“BAM”), New York, New York, has delivered its municipal bond insurance policy (the “Policy”) with respect to the scheduled payments due of principal of and interest on this Bond to U.S. Bank National Association, Los Angeles, California, or its successor, as trustee for the Bonds (the “Trustee”). Said Policy is on file and available for inspection at the principal office of the Trustee and a copy thereof may be obtained from BAM or the Trustee. All payments required to be made under the Policy shall be made in accordance with the provisions thereof. By its purchase of these Bonds, the owner acknowledges and consents (i) to the subrogation and all other rights of BAM as more fully set forth in the Policy and (ii) that upon the occurrence and continuance of a default or an event of default under the Indenture or the Bonds, BAM shall be deemed to be the sole owner of the Bonds for all purposes and shall be entitled to control and direct the enforcement of all rights and remedies granted to the owners of the Bonds or the Trustee for the benefit of such owners under the Indenture, at laws or in equity.
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B-5
IN WITNESS WHEREOF, the City of Oxnard Financing Authority has caused this Bond to be executed in facsimile by its Chairman and by its Secretary all as of _____________, 2022.

CITY OF OXNARD FINANCING AUTHORITY
____________________________ ____________________________ Secretary Chairman
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B-6

CERTIFICATE OF AUTHENTICATION AND REGISTRATION
This is one of the Bonds described in the within mentioned Indenture which has been authenticated and registered.

Dated: ___________, 2022

COMPUTERSHARE TRUST COMPANY,
N.A., as Trustee
By:

Authorized Signatory
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B-7

FORM OF ASSIGNMENT
For value received, the undersigned do(es) hereby sell, assign and transfer unto __________________ the within Bond and do(es) hereby irrevocably constitute and appoint ______________________ attorney to transfer such Bond on the register of the Trustee, with full power of substitution in the premises.

Dated:

SIGNATURE GUARANTEED BY:

Note: The signature(s) to this Assignment must correspond with the name(s) as written on the face of the within Bond in every particular, without alteration or enlargement or any change whatsoever, and the signature(s) must be guaranteed by an eligible guarantor institution.

Social Security Number, Taxpayer Identification Number or other identifying number of Assignee: ________________________________
490
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NP DRAFT 9/29/22

TO BE RECORDED AND WHEN RECORDED
RETURN TO:

Nixon Peabody LLP
300 South Grand Avenue, Suite 4100
Los Angeles, California 90071
Attention: Danny Kim, Esq.

This document is recorded for the benefit of the City of Oxnard and the recording is fee -exempt under Section 6103 of the California Government Code and the recording is exempt under Section 27383 of the California Government Code and Section 11928 of the California Revenue and Taxation Code.

FIRST AMENDMENT TO SITE LEASE

by and between

CITY OF OXNARD
as Lessor

and

CITY OF OXNARD FINANCING AUTHORITY
as Lessee

Dated as of _________ 1, 2022

Relating to the
$_________
City of Oxnard Financing Authority
Lease Revenue Bonds, Series 2022A (Tax-Exempt)
And

$_________
City of Oxnard Financing Authority
Lease Revenue Bonds, Series 2022B (Federally Taxable)

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TABLE OF CONTENTS

Page
i

PART 1 PARTICULAR AMENDMENTS .................................................................................... 3 Part 1.1. Amendments to Section 2 ................................................................................................. 3 Part 1.2. Amendment to Exhibit ..................................................................................................... 3 PART 2 MISCELLANEOUS ......................................................................................................... 3 Part 2.1. Effect of First Amendment to Site Lease ......................................................................... 3 Part 2.2. Execution in Counterparts ................................................................................................ 3 Part 2.3. Effective Date ................................................................................................................... 3 EXHIBIT A DESCRIPTION OF THE REAL PROPERTY ...................................................... A-1 492
4865-8989-3424.3

FIRST AMENDMENT TO

SITE LEASE
THIS FIRST AMENDMENT TO SITE LEASE (this “First Amendment to Site Lease”) executed and entered into as of ________ 1, 202 2, is by and between the CITY OF OXNARD (the “City”), a city organized and validly existing under the Constitution and general laws of the State of California , as lessor, and the CITY OF OXNARD FINANCING AUTHORITY, a joint powers authority duly organized and existing under and by virtue of the laws of the State of California (the “Authority”), as lessee.

RECITALS
WHEREAS, the City previously leased certain real property and improvements thereon (the “2019 Leased Property”) to the Authority pursuant to the Site Lease, dated as of December 1, 2019 (the “2019 Site Lease”), which was recorded in the official records of the County of Ventura (the “Official Records”) on December 3, 2019, as instrument number 20191210- 00153817-0;
WHEREAS, the Authority subleased the 2019 Leased Property back to the City pursuant to a Facility Lease, date d as of December 1, 2019 (the “2019 Facility Lease”), which was recorded in the Official Records on December 3, 2019 , as instrument number 20191210- 00153818-0;
WHEREAS, the Authority issued its City of Oxnard Financing Authority Lease Revenue Bonds, Series 2019A (Federally Taxable) (the “Series 2019A Bonds”), in the aggregate principal amount of $27,615,000 pursuant to an Indenture, dated as of December 1, 2019, (the “2019 Indenture” or the “Original Indenture”) among the Authority, the City and Computershare Trust Company, N.A., as successor trustee to Wells Fargo Bank, National Association (the “Trustee”), and in accordance with the Joint Exercise of P owers Agreement and its powers thereunder and under the laws of the State of California;
WHEREAS, the Series 2019 Bonds are secured by certain Base Rental Payments, as defined in the 2019 Facility Lease;
WHEREAS, the Original Indenture provides that, subj ect to the conditions set forth therein, in addition to the Series 2019 Bonds, the Authority may by execution of a Supplemental Indenture without the consent of the Owners, provide for the execution and delivery of Additional Bonds secured by additional Base Rental Payments; WHEREAS, in connection with the issuance of the City’s $5,570,838 aggregate principal amount of 2012 Lease/Purchase Financing (the “2012 Lease”), the City previously leased certain real property and improvements thereon (the “ 2012 Leas ed Property ”) to the Authority pursuant to a Site Lease, dated as of August 1, 2012 (the “2012 Site Lease”), which was recorded in the official records of the County of Ventura (the “Official Records”) on August 13, 2012, as instrument number 20120813-00142070-0;
WHEREAS, the Authority subleased the 2012 Leased Property back to the City pursuant to a Lease/Purchase Agreement , dated as of August 1, 2012 (the “ 2012 Lease Agreement ”), 493
4865-8989-3424.3

2 which was recorded in the Official Records on August 13, 2012, as instrumen t number 20120813-00142071-0;
WHEREAS, the Authority intends to issue its Lease Revenue Bonds, Series 202 2A (Tax-Exempt) (the “Series 202 2A Bonds”) and its Lease Revenue Bonds, Series 202 2B (Federally Taxable) (the “Series 202 2B Bonds,” and together with the Series 2022A Bonds, the “Series 2022 Bonds” ) pursuant to the First Supplement to Indenture , dated as of _________ 1, 2022, by and between the City, the Authority and the Trustee and the Original Indenture (as so amended the “Indenture”), and in accordance with the Joint Exercise of Powers Agreement and its powers thereunder and under the laws of the State of California; WHEREAS, the proceeds of the Series 2022A Bonds will be applied by the City to (i) finance certain street improvem ent projects in the City , (ii) refund all the outstanding 2012 Lease, collectively referred to herein as the “2022A Project” and (iii) pay the costs incurred in connection with the issuance of the Series 2022A Bonds;” WHEREAS, the proceeds of the Series 2022B Bonds will be applied by the City to (i) finance the second phase of implementation costs of the enterprise resource planning software replacement project , referred to herein as the “2022B Project,” and together with the 2022A Project, the “2022 Projects” and (ii) pay the costs incurred in connection with the issua nce of the Series 2022B Bonds;”
WHEREAS, the 2019 Site Lease provides that, subject to the conditions set forth therein, the Authority may amend the 2019 Site Lease to for the purpose of affec ting a Substitution or Removal, as further described in the 2019 Facility Lease; WHEREAS, in addition, in order to accomplish such 2022 Projects, the Authority and the City are entering into this First Amendment to Site Lease, dated as of _________ 1, 2022, in order to amend the 2019 Site Lease, as so amended, the 202 2 Site Lease,” or simply the “ Site Lease” (i) include all of the 2012 Leased Property and certain other additional real property as real property leased to the City, as more particularly descri bed in Exhibit A attached hereto (the “Leased Property”), and (ii i) to make certain other modifications in order to provide for the execution and delivery of the Series 2022 Bonds in accordance with the provisions of the Indenture;
WHEREAS, all acts, condi tions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of this First Amendment to Site Lease do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this First Amendment to Site Lease; NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, the parties hereto agree as follows:
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3 PART 1

PARTICULAR AMENDMENTS
Part 1.1. Amendments to Section 2. Section 2(a) of the Site Lease is hereby amended to read as follows:
(a) The term hereof will commence on December 10, 2019 and shall end on June 1, 20__, the Expiry Date, unless such term is sooner terminated or is extended as hereinafter provided herein and in the Facility Lease. If prior to the Expiry Date all Base Rental Payments under the Facility Lease shall have been paid, or provision therefor has been made in accordance with Article X of the Indenture, the term hereof shall end simultaneously therewith.

Part 1.2. Amendment to Exhibit A. Exhibit A to the 2019 Site Lease is hereby amended to read in full as set forth in Exhibit A hereto.

PART 2

MISCELLANEOUS
Part 2.1. Effect of First Amendment to Site Lease. This First Amendment to Site Lease and all of the terms and provisions herein contained shall form part of the 2019 Site Lease as fully and with the same effect as if all such terms and provisions had been set forth in the 2019 Site Lease. The 2019 Site Lease is hereby ratified and confirmed and shall continue in full force and effect in accordance with the terms and provisions thereof, as heretofore amended and supplemented, and as amended and supplemented hereby. If there shall be any conflict between the terms of this First Amendment to Site Lease and the terms of the 2019 Site Lease (as in effect on the day prior to the effective date of this First Amendment to Site Lease), the terms of this First Amendment to Site Lease shall prevail.

Furthermore, all of the terms and provisions contained in the 2019 Site Lease relating to the 2019A Insurer shall have the same force and effect with respect to the 2022 Insurer, as applicable.

Part 2.2. Execution in Counterparts . This First Amendment to Site Lease may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument. The parties further agree that facsimile signatures or signatures scanned into .pdf (or signatures in another electro nic format designated by the City) and sent by e-mail shall be deemed original signatures.

Part 2.3. Effective Date. This First Amendment to Site Lease shall become effective upon the Series 2022 Bonds Closing Date (as defined in the Indenture).

[This space intentionally left blank]
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4 IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Site Lease to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written.

CITY OF OXNARD
By:

Mayor

ATTEST:

By:

City Clerk

CITY OF OXNARD FINANCING

AUTHORITY
By:

Executive Director

ATTEST:

By:

Secretary

496
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A-1

EXHIBIT A

DESCRIPTION OF LEASED PROPERTY
All that certain real property, situated in the City of Oxnard, County of Ventura, State of California, described on the attached pages.

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STATE OF CALIFORNIA )
) ss

COUNTY OF VENTURA )

On _________________, 2022, before me, ______________________________, Notary Public, personally appeared __________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

__________________________________

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
498
4865-8989-3424.3

STATE OF CALIFORNIA )
) ss

COUNTY OF VENTURA )

On _________________, 2022, before me, ______________________________, Notary Public, personally appeared __________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their s ignature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

__________________________________

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
499
4890-6780-8816.3
NP DRAFT 9/29/22

TO BE RECORDED AND WHEN RECORDED
RETURN TO:

Nixon Peabody LLP
300 South Grand Avenue, Suite 4100
Los Angeles, California 90071
Attention: Danny Kim, Esq.

This document is recorded for the benefit of the City of Oxnard and the recording is fee-exempt under Section 6103 of the California Government Code and the recording is exempt under Section 27383 of the California Government Code and Section 11928 of the California Revenue and Taxation Code.

FIRST AMENDMENT TO FACILITY LEASE
(Including Termination Agreement)
by and between

CITY OF OXNARD FINANCING AUTHORITY
as Lessor
and

CITY OF OXNARD
as Lessee
Dated as of _________ 1, 2022
Relating to the
$_________
City of Oxnard Financing Authority
Lease Revenue Bonds, Series 2022A (Tax-Exempt)
And
$_________
City of Oxnard Financing Authority
Lease Revenue Bonds, Series 2022B (Federally Taxable)
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TABLE OF CONTENTS
Page
i
PART 1 PARTICULAR AMENDMENTS.....................................................................................3 Part 1.1. Amendments to Section 1.01 ............................................................................................3 Part 1.2. Amendments to Section 4.01 ............................................................................................3 Part 1.3. Amendment to Exhibit ......................................................................................................3 Part 1.4. Amendment to Exhibit B...................................................................................................3 PART 2 MISCELLANEOUS..........................................................................................................4 Part 2.1. Effect of First Amendment to Facility Lease ....................................................................4 Part 2.2. Execution in Counterparts.................................................................................................4 Part 2.3. Effective Date....................................................................................................................4 Part 2.4. Termination of Property Lease..........................................................................................4 EXHIBIT A DESCRIPTION OF THE REAL PROPERTY ......................................................A-1 EXHIBIT B BASED RENTAL PAYMENT SCHEDULE AS AMENDED .............................B-1 501
4890-6780-8816.3

FIRST AMENDMENT TO

FACILITY LEASE
THIS FIRST AMENDMENT TO FACILITY LEASE (this “First Amendment to Facility Lease”) executed and entered into as of ________ 1, 2022, is by and between the CITY OF OXNARD FINANCING AUTHORITY, a joint powers authority duly organized and existing under and by virtue of the laws of the State of California, as lessor, and the CITY OF OXNARD (the “City”), a city organized and validly existing under the Constitution and general laws of the State of California, as lessee.

RECITALS
WHEREAS, the City previously leased certain real property and improvements thereon (the “2019 Leased Property”) to the Authority pursuant to a Site Lease, dated as of December 1, 2019 (the “2019 Site Lease”), which was recorded in the official records of the County of Ventura (the “Official Records”) on December 3, 2019, as instrument number 20191210- 00153817-0;
WHEREAS, the Authority subleased the 2019 Leased Property back to the City pursuant to a Facility Lease, dated as of December 1, 2019 (the “2019 Facility Lease”), which was recorded in the Official Records on December 3, 2019, as instrument number 20191210- 00153818-0;
WHEREAS, the Authority issued its City of Oxnard Financing Authority Lease Revenue Bonds, Series 2019A (Federally Taxable) (the “Series 2019A Bonds”), in the aggregate principal amount of $27,615,000 pursuant to an Indenture, dated as of December 1, 2019, (the “2019 Indenture” or the “Original Indenture”) among the Authority, the City and Computershare Trust Company, N.A., as successor trustee to Wells Fargo Bank, National Association (the “Trustee”), and in accordance with the Joint Exercise of Powers Agreement and its powers thereunder and under the laws of the State of California;
WHEREAS, the Series 2019 Bonds are secured by certain Base Rental Payments, as defined in the 2019 Facility Lease;
WHEREAS, the Original Indenture provides that, subject to the conditions set forth therein, in addition to the Series 2019 Bonds, the Authority may by execution of a Supplemental Indenture without the consent of the Owners, provide for the execution and delivery of Additional Bonds secured by additional Base Rental Payments; WHEREAS, in connection with the issuance of the City’s $5,570,838 aggregate principal amount of 2012 Lease/Purchase Financing (the “2012 Lease”), the City previously leased certain real property and improvements thereon (the “2012 Leased Property”) to the Authority pursuant to a Site Lease, dated as of August 1, 2012 (the “2012 Site Lease”), which was recorded in the official records of the County of Ventura (the “Official Records”) on August 13, 2012, as instrument number 20120813-00142070-0;
WHEREAS, the Authority subleased the 2012 Leased Property back to the City pursuant to a Lease/Purchase Agreement, dated as of August 1, 2012 (the “2012 Lease Agreement”), 502
4890-6780-8816.3
2 which was recorded in the Official Records on August 13, 2012, as instrument number 20120813-00142071-0;
WHEREAS, the Authority intends to issue its Lease Revenue Bonds, Series 2022A (Tax-Exempt) (the “Series 2022A Bonds”) and its Lease Revenue Bonds, Series 2022B (Federally Taxable) (the “Series 2022B Bonds,” and together with the Series 2022A Bonds, the “Series 2022 Bonds”) pursuant to the First Supplement to Indenture, dated as of _________ 1, 2022, by and among the City, the Authority and the Trustee and the Original Indenture (as so amended the “Indenture”), and in accordance with the Joint Exercise of Powers Agreement and its powers thereunder and under the laws of the State of California; WHEREAS, the proceeds of the Series 2022A Bonds will be applied by the City to (i) finance certain street improvement projects in the City (the “Street Improvement Projects”), (ii) refund all the outstanding 2012 Lease, collectively referred to herein as the “2022A Project” and (iii) pay the costs incurred in connection with the issuance of the Series 2022A Bonds;” WHEREAS, the proceeds of the Series 2022B Bonds will be applied by the City to (i) finance the second phase of implementation costs of the enterprise resource planning software replacement project, referred to herein as the “2022B Project,” and together with the 2022A Project, the “2022 Projects” and (ii) pay the costs incurred in connection with the issuance of the Series 2022B Bonds;”
WHEREAS, the 2019 Facility Lease provides that, subject to the conditions set forth therein, the Authority may amend the 2019 Facility Lease to facilitate the issuance of Additional Bonds as provided in the 2019 Facility Lease;
WHEREAS, in addition, in order to accomplish such 2022 Projects, the Authority and the City are entering into this First Amendment to Facility Lease, dated as of _________ 1, 2022, in order to amend the 2019 Facility Lease, as so amended, the 2022 Facility Lease,” or simply the “Facility Lease” (i) include all of the 2012 Leased Property and certain other additional real property as real property leased to the City, as more particularly described in Exhibit A attached hereto (the “Leased Property”), (ii) to increase the amount of Base Rental Payments payable thereunder and (iii) to make certain other modifications in order to provide for the execution and delivery of the Series 2022 Bonds in accordance with the provisions of the Indenture; WHEREAS, the Authority and the City have determined that the sum of Base Rental Payments, including Base Rental Payments payable as provided herein, in any year is not in excess of the annual fair rental value of the Facilities; and WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of this First Amendment to Facility Lease do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this First Amendment to Facility Lease; NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, the parties hereto agree as follows:
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3 PART 1

PARTICULAR AMENDMENTS
Part 1.1. Amendments to Section 1.01. Section 1.01 of the Facility Lease is hereby amended by adding thereto the following definitions:

Expiry Date
“Expiry Date” means June 1, 20__
Original 2019 Base Rental Payments
The term “Original 2019 Base Rental Payments” means the portion of the Base Rental Payments set forth under the caption “Original 2019 Base Rental Payment Schedule” on Exhibit B hereto.

Series 2022A Base Rental Payments
The term “Series 2022A Base Rental Payments” means the portion of the Base Rental Payments set forth under the caption “Series 2022A Base Rental Payment Schedule” on Exhibit B hereto.

Series 2022B Base Rental Payments
The term “Series 2022B Base Rental Payments” means the portion of the Base Rental Payments set forth under the caption “Series 2022B Base Rental Payment Schedule” on Exhibit B hereto.

Part 1.2. Amendments to Section 4.01. Section 4.01 of the 2019 Facility Lease is amended by adding the following sentence:

The parties hereto agree that the proceeds of the Series 2022A Bonds will be used to (i) finance the Project, (ii) refund all the City’s outstanding 2012 Lease and (iii) pay the costs incurred in connection with the issuance of the Series 2022A Bonds; the parties hereto agree that the proceeds of the Series 2022B Bonds will be used to (i) finance the Project, and (ii) pay the costs incurred in connection with the issuance of the Series 2022B Bonds; Part 1.3. Amendment to Exhibit A. Exhibit A to the 2019 Facility Lease is hereby amended to read in full as set forth in Exhibit A hereto.

Part 1.4. Amendment to Exhibit B. Exhibit B to the 2019 Facility Lease is hereby amended to read in full as set forth in Exhibit B hereto. 504
4890-6780-8816.3
4 PART 2

MISCELLANEOUS
Part 2.1. Effect of First Amendment to Facility Lease. This First Amendment to Facility Lease and all of the terms and provisions herein contained shall form part of the 2019 Facility Lease as fully and with the same effect as if all such terms and provisions had been set forth in the 2019 Facility Lease. The 2019 Facility Lease is hereby ratified and confirmed and shall continue in full force and effect in accordance with the terms and provisions thereof, as heretofore amended and supplemented, and as amended and supplemented hereby. If there shall be any conflict between the terms of this First Amendment to Facility Lease and the terms of the 2019 Facility Lease (as in effect on the day prior to the effective date of this First Amendment to Facility Lease), the terms of this First Amendment to Facility Lease shall prevail.

Furthermore, all of the terms and provisions contained in the 2019 Facility Lease relating to the 2019A Insurer shall have the same force and effect with respect to the 2022 Insurer, as applicable.

Part 2.2. Execution in Counterparts. This First Amendment to Facility Lease may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument. The parties further agree that facsimile signatures or signatures scanned into .pdf (or signatures in another electronic format designated by the City) and sent by e-mail shall be deemed original signatures.

Part 2.3. Effective Date. This First Amendment to Facility Lease shall become effective upon the Series 2022 Bonds Closing Date (as defined in the Indenture).

Part 2.4. Termination of Property Lease. Upon the execution of this First Amendment to Facility Lease, the Site Lease, dated as of August 1, 2012, by and between the Authority and the City, and bearing Ventura County Clerk and Recorder document number 20120813-00142070-0, the Lease/Purchase Agreement, dated as of August 1, 2012, by and between the Authority and the City, and bearing Ventura County Clerk and Recorder document number 20120813-00142071-0, and the Assignment Agreement, dated as of August 1, 2012, by and between the City and Capital One Public Funding, LLC, and bearing Ventura County Clerk and Recorder document number 20120813-00142072-0, shall each thereupon terminate and be of no further force or effect.
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4890-6780-8816.3
5 IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Facility Lease to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written.

CITY OF OXNARD FINANCING

AUTHORITY
By:

Executive Director
ATTEST:

By:

Secretary

CITY OF OXNARD
By:

Mayor
ATTEST:

By:

City Clerk
506
4890-6780-8816.3
A-1

EXHIBIT A

DESCRIPTION OF LEASED PROPERTY
All that certain real property, situated in the City of Oxnard, County of Ventura, State of California, described on the attached pages.
507
4890-6780-8816.3
B-1

EXHIBIT B
ORIGINAL 2019 BASE RENTAL PAYMENT SCHEDULE
Payment Date
Principal Component of
Base Rental Payment
Interest Component of
Base Rental Payment Total
June 1, 2020 $585,000.00 $425,198.84 $1,010,198.84
December 1, 2020 441,891.53 441,891.53
June 1, 2021 665,000.00 441,891.53 1,106,891.53
December 1, 2021 435,261.48 435,261.48
June 1, 2022 710,000.00 435,261.48 1,145,261.48
December 1, 2022 427,937.83 427,937.83
June 1, 2023 755,000.00 427,937.83 1,182,937.83
December 1, 2023 419,693.23 419,693.23
June 1, 2024 805,000.00 419,693.23 1,224,693.23
December 1, 2024 410,500.13 410,500.13
June 1, 2025 860,000.00 410,500.13 1,270,500.13
December 1, 2025 399,887.73 399,887.73
June 1, 2026 910,000.00 399,887.73 1,309,887.73
December 1, 2026 387,975.83 387,975.83
June 1, 2027 970,000.00 387,975.83 1,357,975.83
December 1, 2027 374,454.03 374,454.03
June 1, 2028 1,035,000.00 374,454.03 1,409,454.03
December 1, 2028 359,508.63 359,508.63
June 1, 2029 1,095,000.00 359,508.63 1,454,508.63
December 1, 2029 343,149.33 343,149.33
June 1, 2030 1,165,000.00 343,149.33 1,508,149.33
December 1, 2030 325,161.73 325,161.73
June 1, 2031 1,235,000.00 325,161.73 1,560,161.73
December 1, 2031 305,475.83 305,475.83
June 1, 2032 1,315,000.00 305,475.83 1,620,475.83
December 1, 2032 284,928.95 284,928.95
June 1, 2033 1,395,000.00 284,928.95 1,679,928.95
December 1, 2033 261,646.40 261,646.40
June 1, 2034 1,480,000.00 261,646.40 1,741,646.40
December 1, 2034 236,575.20 236,575.20
June 1, 2035 1,575,000.00 236,575.20 1,811,575.20
December 1, 2035 207,799.95 207,799.95
June 1, 2036 1,670,000.00 207,799.95 1,877,799.95
December 1, 2036 177,289.05 177,289.05
June 1, 2037 1,745,000.00 177,289.05 1,922,289.05
December 1, 2037 145,407.90 145,407.90
June 1, 2038 1,805,000.00 145,407.90 1,950,407.90
 Due on each Base Rental Payment Date or that date three Business Day preceding each Interest Payment Date.
508
4890-6780-8816.3
B-2
Payment Date
Principal Component of
Base Rental Payment
Interest Component of
Base Rental Payment Total
December 1, 2038 111,076.80 111,076.80
June 1, 2039 1,875,000.00 111,076.80 1,986,076.80
December 1, 2039 75,414.30 75,414.30
June 1, 2040 1,945,000.00 75,414.30 2,020,414.30
December 1, 2040 38,420.40 38,420.40
June 1, 2041 2,020,000.00 38,420.40 2,058,420.40
Total $27,615,000.00 $12,764,111.36 $40,379,111.36
509
4890-6780-8816.3
B-3
SERIES 2022A BASE RENTAL PAYMENT SCHEDULE
Payment Date
Principal Component of
Base Rental Payment
Interest Component of
Base Rental Payment Total
December 1, 2022
June 1, 2023
December 1, 2023
June 1, 2024
December 1, 2024
June 1, 2025
December 1, 2025
June 1, 2026
December 1, 2026
June 1, 2027
December 1, 2027
June 1, 2028
December 1, 2028
June 1, 2029
December 1, 2029
June 1, 2030
December 1, 2031
June 1, 2031
December 1, 2031
June 1, 2032
December 1, 2032
June 1, 2033
December 1, 2033
June 1, 2034
December 1, 2034
June 1, 2035
December 1, 2035
June 1, 2036
December 1, 2036
June 1, 2037
December 1, 2037
June 1, 2038
December 1, 2038
June 1, 2039
December 1, 2039
June 1, 2040
December 1, 2040
 Due on each Base Rental Payment Date or that date three Business Day preceding each Interest Payment Date. 510
4890-6780-8816.3
B-4
Payment Date
Principal Component of
Base Rental Payment
Interest Component of
Base Rental Payment Total
June 1, 2041
511
4890-6780-8816.3
B-5
SERIES 2022B BASE RENTAL PAYMENT SCHEDULE
Payment Date
Principal Component of
Base Rental Payment
Interest Component of
Base Rental Payment Total
December 1, 2022
June 1, 2023
December 1, 2023
June 1, 2024
December 1, 2024
June 1, 2025
December 1, 2025
June 1, 2026
December 1, 2026
June 1, 2027
December 1, 2027
June 1, 2028
December 1, 2028
June 1, 2029
December 1, 2029
June 1, 2030
December 1, 2031
June 1, 2031
December 1, 2031
June 1, 2032
December 1, 2032
June 1, 2033
December 1, 2033
June 1, 2034
December 1, 2034
June 1, 2035
December 1, 2035
June 1, 2036
December 1, 2036
June 1, 2037
December 1, 2037
June 1, 2038
December 1, 2038
June 1, 2039
December 1, 2039
June 1, 2040
December 1, 2040
 Due on each Base Rental Payment Date or that date three Business Day preceding each Interest Payment Date. 512
4890-6780-8816.3
B-6
Payment Date
Principal Component of
Base Rental Payment
Interest Component of
Base Rental Payment Total
June 1, 2041
513
4890-6780-8816.3
C-1

CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed by the Facility Lease, dated as of December 1, 2019, by and between the City of Oxnard Financing Authority (the “Authority”) and the City of Oxnard (the “City”), as amended and supplemented by the First Amendment to Facility Lease, dated as of ________ 1, 2022, by and between the Authority and the City, is hereby accepted by the undersigned on behalf of the City pursuant to authority conferred by resolution of the City Council of the City adopted on __________, 2022, and the City consents to recordation thereof by its duly authorized officer.

Dated as of ___________, 2022

CITY OF OXNARD
By:

Chief Financial Officer
514
4890-6780-8816.3

STATE OF CALIFORNIA )
) ss

COUNTY OF VENTURA )
On _________________, 2022, before me, ______________________________, Notary Public, personally appeared __________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.
__________________________________
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
515
4890-6780-8816.3

STATE OF CALIFORNIA )
) ss

COUNTY OF VENTURA )
On _________________, 2022, before me, ______________________________, Notary Public, personally appeared __________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.
__________________________________
516
4869-1115-1152.2
NP DRAFT 8/31/22

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

Danny Kim, Esq.

NIXON PEABODY LLP
300 South Grand Avenue, Suite 4100
Los Angeles, California 90071
(Space above for Recorder’s use)
This document is recorded for the benefit of the City of Oxnard and the recording is fee-exempt under Section 6103 of the California Government Code and the recording is exempt under Section 27383 of the California Government Code and Section 11928 of the California Revenue and Taxation Code.

FIRST AMENDMENT TO ASSIGNMENT AGREEMENT
by and between

CITY OF OXNARD FINANCING AUTHORITY,
as Assignor
and
COMPUTERSHARE TRUST COMPANY, N.A.,
as Trustee and Assignee
Dated as of _______ 1, 2022
Relating to the
$_________
City of Oxnard Financing Authority
Lease Revenue Bonds, Series 2022A (Tax-Exempt)
And
$_________
City of Oxnard Financing Authority
Lease Revenue Bonds, Series 2022B (Federally Taxable)
517
4869-1115-1152.2

ASSIGNMENT AGREEMENT
THIS FIRST AMENDMENT TO ASSIGNMENT AGREEMENT (the “First Amendment to Assignment Agreement”), executed and entered into as of ________ 1, 2022, is by and between the City of Oxnard Financing Authority (the “Authority”), a joint powers authority duly organized and existing under and pursuant to California Government Code Sections 6500 et seq. and Computershare Trust Company, N.A., as successor trustee to Wells Fargo Bank, National Association (the “Trustee”), a national banking association existing under and by virtue of the laws of the United States of America, as trustee under the Indenture (as hereinafter defined);
W I T N E S S E T H:

WHEREAS, the Authority and the City of Oxnard (the “City”) have executed and entered into the Facility Lease, dated as of December 1, 2019 (the “2019 Facility Lease”), as amended by a First Amendment to Facility Lease, dated as of ________ 1, 2022 (the “First Amendment to Facility Lease,” and, together with the 2019 Lease, the “Facility Lease”) (which First Amendment to Facility Lease is recorded concurrently herewith), pursuant to which the Authority has leased that certain real property, as more particularly described in the Facility Lease (the “Leased Property”) to the City;
WHEREAS, under and pursuant to the Facility Lease, the City is obligated to make rental payments to the Authority for the lease of the Leased Property to it; WHEREAS, the Authority desires to assign without recourse all its rights to receive the Base Rental Payments (as defined in the Facility Lease) and certain other payments scheduled to be paid by the City under and pursuant to the Facility Lease to the Trustee; WHEREAS, in consideration of such assignment and the execution and entering into of an Indenture, dated as of December 1, 2019 (the “2019 Indenture”), among the Authority, the City and the Trustee, the Authority issued its Lease Revenue Bonds, Series 2019A (Federally Taxable) (the “Series 2019A Bonds”), in the aggregate principal amount of $27,615,000; WHEREAS, in consideration of such assignment and the execution and entering into of a First Supplement to Indenture, dated as of ________ 1, 2022 (the “First Supplement to Indenture,” and together with the 2019 Indenture, the “Indenture”), among the Authority, the City and the Trustee, the Authority will issue its Lease Revenue Bonds, Series 2022A (Tax- Exempt) (the “Series 2022A Bonds”) , in the aggregate principal amount of $__________, and its Lease Revenue Bonds, Series 2022B (Federally Taxable) (the “Series 2022B Bonds,” and together with the Series 2022A Bonds, the “Series 2022 Bonds”), in the aggregate principal amount of $_________;
WHEREAS, the Indenture provides that, subject to the conditions set forth therein, in addition to the Series 2019A Bonds and the Series 2022 Bonds, the Authority may by execution of a Supplemental Indenture without the consent of the Owners, provide for the execution and delivery of Additional Bonds secured by additional Base Rental Payments; 518
4869-1115-1152.2
2 WHEREAS, the execution and delivery of Additional Bonds secured by additional Base Rental Payments, and as required, any necessary amendments of the Facility Lease, may occur without amendment hereto;
WHEREAS, the Parties desire to amend the Assignment Agreement, dated as of December 1, 2019 (the “2019 Assignment Agreement”), by and between the Authority and the Trustee to include additional real property leased to the City pursuant to the First Amendment to the Site Lease and the First Amendment to the Facility Lease, as described in Exhibit A attached hereto and incorporated herein; and
WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of this Assignment Agreement do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Assignment Agreement; NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, the parties hereto agree as follows:

PART 1

PARTICULAR AMENDMENTS
Part 1.1.Amendment to Exhibit A. Exhibit A to the 2019 Assignment Agreement is hereby amended to read in full as set forth in Exhibit A hereto.

PART 2

MISCELLANEOUS
Part 2.1.Effect of First Amendment to Site Lease. This First Amendment to Assignment Agreement and all of the terms and provisions herein contained shall form part of the 2019 Assignment Agreement as fully and with the same effect as if all such terms and provisions had been set forth in the 2019 Assignment Agreement. The 2019 Assignment Agreement is hereby ratified and confirmed and shall continue in full force and effect in accordance with the terms and provisions thereof, as heretofore amended and supplemented, and as amended and supplemented hereby. If there shall be any conflict between the terms of this First Amendment to Assignment Agreement and the terms of the 2019 Assignment Agreement (as in effect on the day prior to the effective date of this First Amendment to Assignment Agreement), the terms of this First Amendment to Assignment Agreement shall prevail.

Part 2.2.Execution in Counterparts. This First Amendment to Assignment Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument. The parties further agree that facsimile signatures or signatures scanned into .pdf (or signatures in another electronic format designated by the Authority) and sent by e-mail shall be deemed original signatures. 519
4869-1115-1152.2
3 Part 2.3.Effective Date. This First Amendment to Assignment Agreement shall become effective upon the Series 2022 Bonds Closing Date (as defined in the Indenture). [This space intentionally left blank]
520
4869-1115-1152.2
4Assignment Agreement
IN WITNESS WHEREOF, the parties hereto have executed and entered into this First Amendment to Assignment Agreement by their officers thereunto duly authorized as of the day and year first above written.

CITY OF OXNARD FINANCING

AUTHORITY
By:

Executive Director
ATTEST:

By:

Secretary

COMPUTERSHARE TRUST COMPANY,
N.A., as Trustee
By:

Authorized Signatory
521
4869-1115-1152.2
A-1

EXHIBIT A

DESCRIPTION OF LEASED PROPERTY
All that certain real property, situated in the City of Oxnard, County of Ventura, State of California, as follows:
522
4869-1115-1152.2

STATE OF CALIFORNIA )
) ss

COUNTY OF VENTURA )
On _____________, 2022, before me, , Notary Public, personally appeared ________________________, proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature [SEAL]
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
523
4869-1115-1152.2

STATE OF CALIFORNIA )
) ss

COUNTY OF VENTURA )
On _____________, 2022, before me, , Notary Public, personally appeared ________________________, proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature [SEAL]
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
524

PRELIMINARY OFFICIAL STATEMENT DATED ____, 2022
NEW ISSUE – BOOK-ENTRY ONLY UNDERLYING RATING: S&P: “[__]” INSURED RATING: S&P: “[__]”
(see “RATINGS” herein.)
In the opinion of Nixon Peabody LLP, Bond Counsel, subject to certain qualifications described herein, under existing statutes, regulations, rules and court decisions, and assuming certain representations and compliance with certain covenants and requirements described herein, the interest on the 2022A Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; however, for tax years beginning after December 31, 2022, interest on the 2022A Bonds is taken into account in determining the annual adjusted financial statement income of cert ain corporations for the purpose of computing the alternative minimum tax imposed on certain corporations . In the further opinion of Bond Counsel, interest on the Series 2022B Bonds is not excluded from gross income for federal income tax purposes. Bond Counsel is of the opinion that interest on the 2022A Bonds and 2022B Bonds is exempt from California personal income taxes. See “T AX MATTERS” herein.

CITY OF OXNARD FINANCING AUTHORITY
$[____]

LEASE REVENUE BONDS
SERIES 2022A
(TAX-EXEMPT)
$[____]

LEASE REVENUE BONDS
SERIES 2022B
(FEDERALLY TAXABLE)
Dated: Date of Delivery Due: June 1 as shown on inside cover.

The City of Oxnard Financing Authority Lease Revenue Bonds, Series 2022 A (Tax-Exempt) (the ―Series 2022 A Bonds‖) and the City of Oxnard Financing Authority Lease Revenue Bonds, Series 2022B (Federally Taxable) (the ―Series 2022B Bonds,‖ and together with the Series 2022A Bonds, th e ―Bonds‖) are being issued pursuant to the provisions of Article 4 (commencing with Sec tion 6584) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California. The Bonds are payable from certain revenues and other moneys pledged under that certain Indenture, dated as of December 1, 2019 (the ―Original Indenture‖), by and among the City of Oxnard (the ―City‖), the City of Oxnard Financing Authority (the ―Authority‖) and Computershare Trust Company, N.A. , as successor in interest to Wells Fargo Bank National Association , as supplemented by that certain First Supplement to Indenture, dated as of [DATE] (the ―First Supplement to Indenture,‖ and together with the Original Indenture, the ―Indenture‖), by and among the City of Oxnard (the ―City‖), the City of Oxnard Financing Authority (the ―Authority‖) and Computershare Trust Company, N.A., as trustee (the ―Trustee‖). Revenues consist primarily of base rental payments (the ―Base Rental Payments‖) to be made by the City for the right to use certain real pr operty consisting of City Hall, a library, and the City’s ad ministrative annex (the ―Leased Property‖) pursuant to that certain Facility Lease, dated as of December 1, 2019 (the ―2019 Facility Lease‖), as amended by that certa in First Amendment to Facility Lease, dated as of [DATE] (the ― 2022 Facility Lease ,‖ and together with the 2019 Facility Lease, the ― Facility Lease‖), each by and between the Authority, as lessor, and the City, as lessee.

See ―SECURITY AND SOURCES OF PAYMENT FOR THE BONDS.‖ Capitalized terms used but not defined on the cover page of t his Official Statement have the meanings ascribed herein.

The Authority has previously issued certain lease revenue bonds pursuant to the Original Indenture (the ― 2019 Bonds ‖), of which $[AMOUNT] principal amount is outstanding. Subject to satisfaction of certain conditions precedent, the Authority may issue additional bonds (the ―Additional Bonds‖) under the Original Indenture. The Bonds will be issued as Additional Bonds under the Indenture . The 2019 Bonds and the Bonds will be payable from Revenues on a parity with all other Additional Bonds issued under the Indenture.

See ―SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Parity Obligations; Additional Bonds‖ herein.

The Series 2022 A Bonds are being issued to provide funds to (i) finance certain street improvement projects of the City, (ii) refund in full the Authority’s outstanding obligations under that certain 2012 Lease/Purchase Agreement (the ―2012 Lease‖), [(iii) purchase a municipal bond insurance policy and debt service reserve surety policy for the Series 2022A Bonds], and (iv) pay the costs incurred in connection with the issuance of the Series 2022A Bonds. The Series 2022B Bonds are being issued to provide funds to (i) finance the second phase of implementation costs of an enterprise resource planning software replacement project , (ii) purchase a municipal bond insurance policy and debt service reserve surety policy for the Series 2022B Bonds], and (iii ) pay the costs incurred in connection with the issuance of the Series 2022B Bonds. See ―THE FINANCING PLAN‖ and ―THE REFUNDING PLAN.‖
The City will covenant under the 2022 Facility Lease to take such action as may be necessary to include all Base Renta l Payments and Additional Payments due under the 2022 Facility Lease in its operating budget for each fiscal year and to make all necessary appropriations for such Base Rental Payments and Addit ional Payments. The City’s obligation to make Base Rental Pay ments and Additional Payments under the 2022 Facility Lease is subject to abatement during any period in which, by reason of material damage, destruction, title defect, or condemnation of, the Leased Property, there is substantial interference with the City’s right to use and occupy any portion of the Leased Property. See ―RISK FACTORS — Abatement.‖
The Bonds are being issued in fully registered book -entry only form, initially registered in the name of Cede & Co., as nominee of The Depository Trust Com pany, New York, New York ( ―DTC‖). Interest on Bonds is payable semiannually on June 1 and December 1 of each year commencing [December 1, 2022 ]. Purchasers will not receive certificates representing their interest in the Bonds. Individual purchases will be in principal amounts of $5,000 or integral multiples thereof. Principal of and interest and premium, if any, on the Bonds will be paid by Computershare Trust Company, N.A, as trustee, to DTC for subsequent disbursement to DTC Participants who are obli gated to remit such payments to the Beneficial Owners of the Bonds. See ―THE BONDS — Book-Entry Only System‖ herein.

The Bonds are subject to optional and mandatory sinking account redemption prior to maturity as set forth herein. The Bonds are subject to extraordinary redemption as set forth herein. See ―THE BONDS — Redemption.‖
The Bonds are special obligations of the Authority, payable solely from Revenues and the other assets pledged therefor under the Indent ure. Neither the full faith and credit nor the taxing power of the Authority, the City , or the State of California, or any political subdivision thereof, is pledged to the payment of the Bonds.

The obligation of the City to pay Base Rental Payments does not constitute an indebtedn ess of the City, the State of California, or any of its political subdivisions in contravention of any constitutional or statutory debt limitation or restriction, and does not constitute an obligation for which the City o r the State of California is obligated to levy or pledge any form of taxation or for which the City or the State of California has levied or pledged any form of tax ation. The Authority has no power to tax. [The scheduled payment of p rincipal and interest on a portion, or all, of the Series 2022A Bonds and the Series 2022B Bonds (such maturities insured to be specified in the final Official Statement) when due will be guaranteed under municipal bond insurance policies for each respe ctive series to be issued concurrently with the delivery of the Series 2022A Bonds and the Series 2022B Bonds by [INSURER (“___”)]. See “BOND INSURANCE” herein.] The Indenture establishes the 2022A Reserve Fund and the 2022B Reserve Fund which will serve as security for the applicable payments payable by the Authority under the Indenture with respect to the respective Bonds. Concurrently with the delivery of the Bonds , municipal bond debt service reserve insurance pol icies relating to the Series 2022A Bonds and the Series 2022B Bonds will be issued by [INSURER] (together, the “Reserve Policy”) which the Trustee will credit to the respective reserve fund.
[INSURER LOGO]

MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS AND CUSIPS (See the Pages Immediately Following This Cover Page)
THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR QUICK REFERENCE ONLY. IT IS NOT A SUMMARY OF THIS ISSUE. INVESTORS MUST READ THE ENTIRE OFFICIAL STATEMENT TO OBTAIN INFORMATION ESSENTIAL TO THE MAKING OF AN INFORMED INVESTMENT DECISION.

 Preliminary, subject to change.

This Preliminary Official Statement and the information contained herein are subject to completion or amendment. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, sol icitation, or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
525

The Bonds will be offered respec tively when, as and if issued and received by the Underwriter, subject to the approval as to their validity by Nixon Peabody LLP , Bond Counsel. Best Best & Krieger LLP, Riverside , California, is acting as Disclosure Counsel to the City. Certain legal mat ters will be passed upon for the City and the Authority by its City Attorney and for the Underwriter by Stradling Yocca Carlson & Rauth, A Professional Company, Newport Beach, California, and for the Trustee by its counsel. It is anticipated that the Bonds will be available for delivery to DTC in New York, New York on or about [DATE]. [STIFEL LOGO]
Dated: [DATE].
526

$[PAR AMOUNT]

CITY OF OXNARD FINANCING AUTHORITY
LEASE REVENUE BONDS, SERIES 2022A (TAX-EXEMPT)

MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS AND CUSIPS Maturity Date
(June 1)
Principal
Amount
Interest
Rate Yield

CUSIP†

$__________ ___% Term Bond Due June 1, 20__, Yield: ___%; Price: ___, CUSIP† ___

 Preliminary, subject to change.
† CUSIP® is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services , managed by FactSet Research Systems Inc. on behalf of The American Bankers Association. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Services. CUSIP numbers have been assigned by an independent company not affi liated with the Authority and are included solely for the con venience of investors. None of the Authority, the City, the Underwriter, nor the Municipal Advisor are responsible for the selection or uses of these CUSIP numbers, and no representation is made as to their correctness on the Bonds or as included herein. The CUSIP number for a specific maturity is subject to being changed after the issuance of the Bonds as a result of various subsequent actions including, but not limited to, refunding in whole or in par t or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities of the Bonds. 527

$[PAR AMOUNT]

CITY OF OXNARD FINANCING AUTHORITY
LEASE REVENUE BONDS, SERIES 2022B (TAXABLE)

MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS AND CUSIPS Maturity Date
(June 1)
Principal
Amount
Interest
Rate Yield

CUSIP†

$__________ ___% Term Bond Due June 1, 20__, Yield: ___%; Price: ___, CUSIP † ___

 Preliminary, subject to change.
† CUSIP® is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, managed by FactSet Research Systems Inc. on behalf of The American Bankers Association. This data is not intended to create a databas e and does not serve in any way as a substitute for the CUSIP Services. CUSIP numbers have been assigned by an independent company not affiliated wi th the Authority and are included solely for the con venience of investors. None of the Authority, the City, the Underwriter, nor t he Municipal Advisor are responsible for the selection or uses of these CUSIP numbers, and no representation is made as to their correctness on the Bonds or as included herein. The CUSIP number for a specific maturity is subject to being changed after the issuance of the Bonds as a result of various subsequent actions including, but not limited to, refunding in whole or in part or as a result of the procurement of secondar y market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities of the Bonds. 528

No dealer, broker, salesperson or other person has been authorized by the City or the Authority to give any information or to make any representations in connection with the offer or sale of the Bonds other than those contained herein and, if given or made, such other information or representations must not be relied upon as having been authorized by the City or the Authority. This Of ficial Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Bonds by a person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation, or sale.

This Official Statement is not to be construed as a contract with the purchasers or Owners or Beneficial Owners of the Bonds.

Statements contained in this Official Statement which involve estimates, forecasts , or matters of opinion, whether or not expressly so described herein, are intended solely as such and are not to be construed as representations of fact.

The Underwriter has provided the following sentence for inclusion in this Official Statement. The Underwriter has reviewed the information in this Official Statement in accordance with, and as a part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information.

This Official Statement and the information contained herein are subject to completion or amendment without notice and neither delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implicatio n that there has been no change in the affairs of the City or the Authority or any other parties described herein since the date hereof. These securities may not be sold nor may an offer to buy be accepted prior to the time the Official Statement is delivered in final form. This Official Statement is being submitted in connection with the sale of the Bonds referred to herein and may not be reproduced or used, in whole or in part, for any other purpose, unless authorized in writing by the City. All summaries of documents and laws are m ade subject to the provisions thereof and do not purport to be complete statements of any or all such provisions.

Certain statements included or incorporated by reference in this Official Statement constitute ―forward-looking statements ‖ within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 21E of t he United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended. Such statements a re generally identifiable by the terminology used such as ―plan,‖ ―expect,‖ ―estimate,‖ ―project,‖ ―budget,‖ ―intend,‖ or similar words.

Such forward -looking statements include, but are not limited to, certain statements contained in the information under the caption ―RISK FACTORS‖ and in APPENDIX A — ―INFORMATION REGARDING THE CITY OF OXNARD.‖

THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH

FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER

FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE , OR ACHIEVEMENTS DESCRIBED TO BE

MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE, OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD -LOOKING STATEMENTS. THE CITY DOES NOT PLAN TO ISSUE ANY UPDATES OR REVISIONS TO THE FORWARD -LOOKING STATEMENTS SET FORTH IN THIS OFFICIAL STATEMENT. IN

EVALUATING SUCH STATEMENTS, POTENTIAL INVESTORS SHOULD SPECIFICALLY CONSIDER THE VARIOUS

FACTORS WHICH COULD CAUSE ACTUAL EVENTS OR RESULTS TO DIFFER MATERIALLY FROM THOSE INDICATED BY SUCH FORWARD-LOOKING STATEMENTS.

IN CONNECTION WITH THE OFFERING OF THE BONDS, THE UNDERWRITER MAY OVERALLOT OR

EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE U NDERWRITER MAY OFFER AND SELL THE

BONDS TO CERTAIN DEALERS AND DEALER BANKS AND BANKS ACTING AS AGENT AND OTHERS AT YIELDS

HIGHER THAN THE PUBLIC OFFERING YIELDS STATED ON THE PAGES FOLLOWING THE COVER PAGE

HEREOF AND SAID PUBLIC OFFERING PRICE MAY BE CHAN GED FROM TIME TO TIME BY THE UNDERWRITER.

THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN

RELIANCE UPON AN EXEMPTION CONTAINED IN SUCH ACT AND HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE.

The City maintains a website; however, information presented there is not a part of this Official Statement and should not be relied upon in making an investment decision with respect to the Bonds. [INSURER INFORMATION]
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CITY OF OXNARD

COUNTY OF VENTURA, CALIFORNIA

CITY COUNCIL AND CITY OF OXNARD FINANCING AUTHORITY
John C. Zaragoza, Mayor and Chair
Bryan A. Macdonald, Mayor Pro Tem, District 4, and Vice Chair Bert E. Perello, Councilmember, District 1, and Board Member Oscar Madrigal, Councilmember, District 3, and Board Member Gabriel Teran, Councilmember, District 2, and Board Member Gabriela Basua, Councilmember, District 5, and Board Member Vianey Lopez, Councilmember, District 6, and Board Member _________________

CITY OFFICIALS
Alexander Nguyen, City Manager
Ashley Golden, Assistant City Manager
Shiri Klima, Deputy City Manager
Rose Chaparro, City Clerk
Stephen Fischer, City Attorney
Phillip S. Molina, City Treasurer
Betsy George, Chief Financial Officer
_________________