Agenda packet — Oxnard City Council, July 18, 2023 (part 2 of 2)

ATTEST:
___________________________
Rose Chaparro, City Clerk
APPROVED AS TO FORM:
___________________________
Stephen M. Fischer, City Attorney
313
Grant Application Resolution for the Inflation Reduction Act – Urban and Community Forestry Grant Program
City Council
July 18, 2023
Eric Humel, Grants Coordinator
Public Works Department
314
That the City council adopt a resolution:

1. Ratifying the submission of a grant application to the United States Department of Agriculture Forest Service for $333,502.50 (1:1 local match of $333,502.50) in Inflation Reduction Act – Urban and Community Forestry grant funds for the Oxnard Area ND Urban Forestry Project;

2. Ratifying the submission of a grant application to the United States Department of Agriculture Forest Service for $651,423 in Inflation Reduction Act – Urban and Community Forestry grant funds for the Oxnard Area D Urban Forestry Project;

3. Authorizing the City Manager or designee to execute the grant agreements, if awarded

4. Authorizing the Finance Director or designee to submit financial reports and grant claims and approve budget appropriations for the use of the grant funds; and

5. Authorizing the Public Works Director or designee to submit non-financial reports.

RECOMMENDATION 2
315
• The grant program budget is approximately $1 Billion
• Eligible projects include those benefitting urban forestry planning, assessment, and management
• Local match is required for applications that benefit areas not designated as disadvantaged
• Two grant applications were submitted: one for areas of Oxnard that are designated as disadvantaged, and one for areas of Oxnard that are not designated as disadvantaged BACKGROUND 3
Inflation Reduction Act – Urban and
Community Forestry Grant Program
316
• The Notice of Funding Opportunity (NOFO) was released April 12, 2023 • Staff reviewed the NOFO to determine applicability to the City’s needs • Since matching funds were required for much of the City, before determining if an application was possible, staff needed to:1. Determine the number of trees in the areas of the City designated as disadvantaged and non-disadvantaged per the grant program’s criteria2. Determine the amount of matching funds necessary based on these tree numbers3. Confirm the ability to meet the match requirements • The Public Works Parks Division finalized this information in May of 2023, determining the feasibility to provide the required matching funds • The earliest available City Council meeting was July 18, 2023. • The grant applications were due June 1, 2023, and were therefore submitted at that time BACKGROUND 4
317
• The citywide project is split into two grant applications in order to minimize the amount of required matching funds.
• If awarded, the project will be managed as one project, with the financial/grant details being tracked separately between the disadvantaged and non-disadvantaged areas as necessary
• The proposed project involves a tree inventory and risk assessment, the measuring of canopy cover, and tree removals • The project is a critical first step to build long-term resiliency and health in the City’s urban forest
DISCUSSION 5
318
• No matching funds are required for the proposed “Oxnard Area D Urban Forestry Project”
• Matching funds are required for the “Oxnard Area ND
Urban Forestry Project”, and will come from a portion of the funding planned for citywide grid tree pruning, with a reduced number of trees pruned annually
• Completing the tree inventory, assessment, and hazard tree removals is a priority over the regularly scheduled grid tree pruning
• Recommended activities are consistent with the 2021
Tree report
DISCUSSION 6
319
• Grant application for the Oxnard Area D Urban Forestry Project was submitted requesting $651,423 and requires no matching funds
• Grant application for the Oxnard Area ND Urban Forestry Project was submitted requesting $333,502.50 in grant funds, and will require a 1:1 match in the amount of $333,502.50 from the current tree grid pruning project (General Fund Parks and Special Districts funds)
FINANCIAL IMPACT 7

PROJECT

APPLICATION

FEDERAL SHARE

REQUESTED

CITY OF OXNARD
MATCH

TOTAL PROJECT
COST
Oxnard Area D
Urban Forestry
Project
$651,423 No match required $651,423
Oxnard Area ND
Urban Forestry
Project
$333,502.50 $333,502.50 $667,005
320

QUESTIONS
8 321

CITY COUNCIL AGENDA REPORT

REPORTS
AGENDA ITEM NO. M.3

DATE: July 18, 2023

TO: City Council

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

SUBJECT: Public Project Agreement 32400005 with Chrisp Company for On-Call Street Striping and Marking Services, Specification No. PW 23-91. (10 minutes)

RECOMMENDATION

That the City Council approve and authorize the Mayor to execute an Agreement with Chrisp Company in the amount not to exceed $1,000,000 for a five-year term for On-Call Street Striping and Marking Services.

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

Please click the following link to view the required Measure M pre-recorded presentation video: https://youtu.be/8YxxaTU5YDg

BACKGROUND

The City’s Public Works Streets Division maintains approximately 1,034 lane-miles of streets and roadways, which include approximately 1.8 million square feet of white and yellow pavement markings used to show turns, stops and yield lines, approaching warnings, bike lanes and crosswalks. The Streets Division has used outside pavement marking services for the past 25 years; our most recent vendor was Chrisp Company. The scope of this project is to restripe, replace, and install new pavement markings on an as-needed basis at locations throughout the City to meet current code requirements and enhance safety and visibility for vehicles, bicyclists, and pedestrian users.

DISCUSSION

Pavement marking is a vital maintenance aspect to enhance safety and directional information through visible striping and pavement symbols for City roads and intersections. Pavement markings are needed to clearly delineate the roadway for safe and efficient travel and to help communicate important information to road users. Pavement markings will be performed on an as-required basis as approved by the City Traffic Engineer. Examples include:
• Where pedestrians should cross the street
• When motorists should expect railroad or school crossings • When motorists should expect a bicyclist

The specific work for these services includes furnishing all necessary labor, materials, equipment and other incidental and appurtenant work to provide on-call street striping and marking services, and all other appurtenant and associated work in accordance with the Contract Documents. Staff will work closely with neighborhood councils, businesses, and residents directly impacted to keep them informed when work is being done.

The notice inviting formal bids (NIFB) on the Project was published on April 20, 2023, and all bids were due on and opened on May 9, 2023. The bid requested rates and costs on a variety of services for the purpose of evaluation. The low 322
bidders rates will be documented in the agreement. The work will be issued through task orders and the contract will be for an amount not to exceed $1,000,000 during the five-year term. The City received the following pricing using a representative sample of bid items:

CHRISP COMPANY: $342,180.00
TORO ENTERPRISES, INC: $493,562.00
WGJ ENTERPRISES, INC., dba PCI $776,660.00

The lowest bidder is Chrisp Company and its bid is responsive to the City’s NIFB. Following this determination, procurement staff reviewed all documentation received from Chrisp Company and 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 vendor is capable of satisfactorily completing the services. Streets Division does not possess a specialized striping truck to perform pavement line striping at this high volume. Additionally, assistance is needed to help with the large volume of striping required throughout the City and the current staff level approved for this Division. Staff recommends that the City Council award the contract to Chrisp Company.

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 Chrisp Company shall not exceed $1,000,000 over the five-year contract term. The On-Call Street Striping and Marking Services will be funded from the General Fund Streets Division (1013401-53200). There is sufficient funding available in the FY 2023-24 adopted budget to fund the estimated $200,000 in year one of the spending plan. Funding for subsequent fiscal years will be requested during the annual budget process.

Estimated Spending Plan
Fiscal Year FY 23-24 FY 24-25 FY 25-26 FY 26-27 FY 27-28 Total Streets Maintenance $200,000 $200,000 $200,000 $200,000 $200,000 $1,000,000

For Finance Use Only: General Fund (Org. 1013401, Obj. 53200)

COMMITTEE OUTCOME

The Public Works and Transportation Committee approved 3-0 on June 27, 2023 to approve the staff recommendation and to forward the item for Council approval.

Prepared by: Philip Schwieder, Streets Division Manager, Brian Yanez, Assistant Public Works Director

ATTACHMENTS

1. 32400005 Chrisp Company PW 23-91

2. Presentation

323

Agreement No. 32400005
1 CITY OF OXNARD CONTRACT FOR

ON-CALL STREET STRIPING AND MARKING SERVICES
SPECIFICATION NO. PW 23-91

THIS CONTRACT (“Contract”) is made and entered this 18th day of July, 2023 (“Effective Date”), by and between the CITY OF OXNARD, a California municipal corporation (“City”) and CHRISP COMPANY (“Contractor”). Contractor’s license number is 374600.

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. Scope of Services. Contractor shall perform all Tasks in a good and workmanlike manner for the project identified as On-Call Street Striping and Marking Services, Specification No. PW 23- 91 (“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. Compensation. 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 one million dollars ($1,000,000) during the Contract Term.

4. Contract Term. The Contract Term shall begin on the Effective Date and end five (5) years thereafter, unless sooner terminated pursuant to the Contract Documents.

5. Antitrust Claims. 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. Prevailing 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 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 324

Agreement No. 32400005
2 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. Titles. 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. Authority. 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. Entire 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. Amendment. 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. Counterparts. 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]

325

Agreement No. 32400005
3 IN WITNESS WHEREOF, the parties hereto have executed the Agreement on the first written above.

CITY OF OXNARD CHRISP COMPANY

☒ John C. Zaragoza, Mayor1 Date David Morris, Vice President 2 Date ☐ Purchasing Manager

Robert Bilotti, C.F.O. Date

ATTEST:

Rose Chaparro, City Date
Clerk (only if Mayor signs)

APPROVED AS TO FORM:

Stephen M. Fischer, City Date
Attorney (always required)

1 The City Council must authorize and the Mayor must sign any formally bid public project agreement over $200,000. The Mayor may authorize and sign any informally bid public project agreement over $100,000 but up to $200,000. The Purchasing Manager may authorize and sign any informally bid public project agreement up to $100,000.

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. 326

Agreement No. 32400005
Ex. A 1

EXHIBIT A

327

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Ex. A 2
328

Agreement No. 32400005
Ex. A 3

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Ex. A 4

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Ex. A 5

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Ex. A 6

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Ex. A 7

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Agreement No. 32400005
Ex. A 8

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Agreement No. 32400005

EXHIBIT B
335
Agreement No. 32400005
Ex. B 1

EXHIBIT B

SPECIAL PROVISIONS

1000 GENERAL

1000-1 LOCATION AND DESCRIPTION OF WORK

The Work for the On-Call Street Striping and Marking Services Project shall consist of furnishing all materials, tools, equipment, traffic control, mobilization, demobilization, and labor required for installing traffic striping, pavement markings, and raised pavement markers, on an on-call basis in accordance with the State of California Standard Plans and Specifications, latest revision, MUTCD 2014, revision 7, and these Special Provisions including Appendix A – Caltrans Standard Plans.

Install traffic stripes and pavement markings in paint, thermoplastic or Methyl Methacrylate (MMA), per the detail and at the locations shown on the plan for each Task and in accordance with State of California Standard Specifications, latest edition, Department of Transportation, if provided.

Traffic stripes and pavement markings must be retroreflective.

Thermoplastic: Thermoplastic must comply with State Specification PTH-02SPRAY, PTH- 02HYDRO, or PTH-02ALKYD.

Paint: The paint for traffic stripes and pavement markings must comply with the specifications shown below:

Paint Specifications:

Paint Type Color Specification
Waterborne Traffic line White, yellow, and black CA Dept of Transportation
Specification PTWB-
01R21 dated June 2022
(see attached Appendix
B)
Acetone-based White, yellow, and black State Spec PT-150VOC (A)
Waterborne traffic line for
the international symbol
of accessibility and other
curb markings
Blue, red, and green Federal Specification TT-
P-1952E
2 Coat
The color of painted traffic stripes and pavement markings must comply with ASTM D6628. 336
Agreement No. 32400005
Ex. B 2
Colored pavement marking for bicycle lane must comply with the specifications shown below:

Paint Type Color Specification
Methyl Methacrylate
(MMA) resin system
Green State Spec AML
(Authorized Material List)
2022 SSP 84-2
Abrasion-resistant; anti-
skid surfacing

Application thickness: 25
to 60-mils, Mix ratio 98:2

2 Coat
Surface preparation and application per manufacturer’s specifications

All Work necessary to establish satisfactory lines for stripes and all layout Work required for pavement markings (surface cleaning, applying primer coat, etc.) shall be performed by the Contractor. Cost for these activities shall be included in the unit cost of each item.

Prior to removal of existing pavement striping, Contractor shall inventory all existing striping.

One (1) copy of the inventory shall be provided to the City Inspector prior to the start of Work.

Removal, handling, and disposal of yellow methyl methacrylate (MMA), yellow thermoplastic and yellow painted traffic stripe and pavement marking shall be performed in accordance with Section 14-11.12 of SSS, excluding paragraph 3.

Removal of all other methyl methacrylate (MMA), thermoplastic and painted stripe and pavement marking shall be accomplished using the grinding method. Grinding shall be smooth so as to not cut deep grooves in existing pavement and shall remove at least 98% of existing paint and/or thermoplastic markings. A coat of asphalt slurry shall be applied to ground pavement that is six months old or newer.

Removal of traffic stripes and pavement markings on Caltrans right of way shall be accomplished using wet sand blasting or Caltrans approved method.

Cat tracking shall consist of stretching a rope to make a straight line between control points on tangent alignment and on a true arc through control points on curved alignment and placing spots of paint along the rope. The spots shall not be more than 3 inches in width and not more than 5 feet apart on curves or 10 feet apart on tangents.

Dribble lines shall consist of marking the pavement with a thin line of paint using a striping machine or other suitable device. Dribble lines shall be on a straight line between control points on tangent alignment and on a true arc through control points on curved alignment.

Paint for cat tracks and dribble lines shall be the same color as the traffic stripe for which the markings are placed.

Laser guidance equipment shall be capable of maintaining the alignment of traffic stripes with an accuracy equivalent to, or better than, that obtainable through use of cat tracking or dribble lines, as determined by the City Engineer.

All cat tracking for all striping (lane lines, limit lines, crosswalks, and pavement markings) shall be reviewed and approved by the City Engineer prior to installing the final striping. 337
Agreement No. 32400005
Ex. B 3

Colored Pavement for Bicycle Lanes: Green colored pavement is approved for use in bicycle lanes in accordance with MUTCD Interim Approval 14 (IA-14), only to enhance the conspicuity of where bicyclists are required to operate, and areas of the bicycle lane where bicyclists and other roadway traffic might have potentially conflicting weaving or crossing movements.

The pattern of the green colored pavement may be in a manner matching the pattern of Caltrans Detail 39A; filling in only the areas directly between a pair of dotted line segments.

1000-2 PROTECTION

Newly painted / thermoplastic traffic stripes and pavement markings shall be protected from damage by public traffic or other causes until the material is thoroughly dry and able to be driven on without causing damage to the Work.

1000-3 DEFINITIONS

Traffic Stripe: Longitudinal centerline or lane line used for separating traffic lanes in the same direction of travel or in the opposing direction of travel or a longitudinal edge line marking the edge of the traveled way or the edge of a lane at a gore area separating traffic at an exit or entrance ramp. A traffic stripe is shown as a traffic line.

Pavement Marking: Transverse marking such as (1) a limit line, a stop line, and yield lines (2) a crosswalk, (3) a word, an arrow, a legend or symbol, a numeral, shoulder, parking stall, or railroad-grade-crossing marking.

1000-4 MEASUREMENT AND PAYMENT

Payment for performing the Work shall be made on the unit cost basis per the Bid Sheets.

The unit cost for all activities described in the Bid Sheets shall include full compensation for furnishing all labor, materials, tools, equipment, mobilization, demobilization, traffic control and all incidentals including all stencils and street marking legend cutouts to complete all the activities involved with the delivery of these services, and no additional payment will be made therefore.

Prior to starting Work, all Work will be pre-approved by a Task Order issued by the Project Manager specifying the total quantity of each item comprising the Work. Within two (2) Working Days of receiving the Task Order, Contractor must submit a schedule to the Project Manager.

The schedule must include a Work start date within thirty (30) days of issuance of the Task Order, and Work must be completed within sixty (60) Calendar Days of issuance of the Task Order. A separate invoice is required for each Task Order issued pursuant to the Contract.

When billing, the Contractor shall use the appropriate unit costs pursuant to the Contract, multiplied by the total quantities specified in the Task Order. For example, if the Task Order specifies installing 6,000 sf of thermoplastic pavement markings, the unit cost billed for that item shall be as stated in the Contract’s 5,001 to 9,000 SF quantity range for thermoplastic pavement markings. Additionally, when Work is billed in progress payments, the unit cost for each item 338
Agreement No. 32400005
Ex. B 4
billed on each invoice shall reflect the unit cost for the total quantity of that item as specified in the Task Order, rather than using the unit cost of work completed to date.

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

1000-5 SPECIFICATIONS FOR TRAFFIC CONTROL, PUBLIC CONVENIENCE, & SAFETY

The Contractor shall provide for the protection of the public all necessary barricades, traffic cones, warning signs, flagmen, lights, and other safety devices in accordance with State of California Standard Specifications, latest edition, Department of Transportation and the current requirements set forth in the California Manual of Uniform Traffic Control Devices (CA MUTCD) 2014 revision 7, published by the Department of Transportation, State of California. Traffic control plans must be approved by City prior to beginning construction.

Approach speed of public traffic
(Posted Limit Miles Per Hour)
Work Areas
Over 45 Within 6 feet of the traffic lane
but not on a traffic lane.
35 to 45 Within 3 feet of a traffic lane but
not on a traffic lane

When traffic cones or delineators are used to delineate a temporary edge of traffic lane, the line of cones or delineators shall be considered to be the edge of traffic lane, however, the Contractor shall not reduce the width of an existing lane to less than 10 feet without written approval from the City Engineer. The lane closure provisions of this section shall not apply if the work area is protected by permanent or temporary railing or barrier.

The Contractor shall furnish the Oxnard Police Department with the written names and phone numbers of personnel to be contacted after hours for hazardous conditions to traffic that may require additional protective measures. Failure to respond to reasonable request for additional nighttime protection to traffic will result in the City causing the Work to be performed by others and costs withheld from moneys due. All traffic control devices shall meet the standards and be placed in accordance with the California State Manual of Traffic Controls for Construction and Maintenance Work Zones.

Traffic control devices not placed in accordance with approved plans shall be cause to stop construction by a City Inspector. All warning devices used during hours of darkness shall be reflectorized. All damaged traffic control devices shall be replaced in kind or better at the Contractor’s expense.

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Agreement No. 32400005
Ex. INS-D1
Exhibit INS-D

INSURANCE REQUIREMENTS FOR SMALL/MEDIUM CONSTRUCTION AND SERVICES CONTRACTS (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 $1,000,000 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-D. 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. If you have not received your request or are having difficulty with electronic upload, contact [email protected]

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-D 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 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.
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Agreement No. 32400005
Ex. INS-D2

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 shown 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 the 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 insurance. 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.

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Ex. INS-D3
SAMPLE

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.

CODE SUB-CODE COMPANIES AFFORDING INSURANCE COVERAGE INSURED COMPANY

LETTER A SPECIFY 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 PERIOD 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 [x] CLAIMS MADE [x] OCCUR. [x] OWNER'S & CONTRACTOR'S PROT.

GENERAL AGGREGATE $1,000,000
PRODUCTS COMP/OP AGG. $1,000,000
PERSONAL & ADV. INJURY $1,000,000
EACH OCCURRENCE $1,000,000
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 Agreement

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

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

CITY OF OXNARD ℅ Evident ID, Inc.
8520 Allison Pointe Blvd. Ste 223
PMB 5210
Indianapolis, Indiana 462500-4299 US

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

342
Agreement No. 32400005
Ex. INS-D4

GENERAL LIABILITY SPECIAL ENDORSEMENT FOR THE CITY OF OXNARD (the “City”) 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


Underwriter=s representative for claims pursuant to this insurance.

CLAIMS:

Name:

Address:

Telephone: ( )

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 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 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, “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 nothing 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 ℅ Evident ID, Inc.
8520 Allison Pointe Blvd. Ste 223
PMB 5210
Indianapolis, Indiana 462500-4299 US

SAMPLE
343
Agreement No. 32400005
Ex. INS-D5
AUTOMOBILE LIABILITY SPECIAL ENDORSEMENT FOR THE CITY OF OXNARD (the “City”) SUBMIT IN DUPLICATE ENDORSEMENT NO.

ISSUE DATE (MM/DD/YY)

PRODUCER
POLICY INFORMATION:

Insurance Company:

Policy No.:

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, volunteers and employees 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 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 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 Automobile Liability Coverage, “occurrence” form CA0001, code ("any auto"); or b) If excess, affords coverage which is at least as broad as the primary insurance form referenced in the preceding section (1).

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 endorsement is attached.

ENDORSEMENT HOLDER CITY OF OXNARD ℅ Evident ID, Inc.
8520 Allison Pointe Blvd. Ste 223
PMB 5210
Indianapolis, Indiana 462500-4299 US

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

SAMPLE
344
Agreement No. 32400005

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 CHRISP COMPANY, 43650 OSGOOD RD, FREMONT, CA 94539 (“Principal”) (Name and address of Contractor)
a contract (the “Contract”) for the Work described as ON-CALL STREET STRIPING AND MARKING SERVICES , Specification No. PW 23-91 (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 One Million Dollars ($ 1,000,000), this amount being not less than one 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 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 345
Agreement No. 32400005

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”

CHRISP COMPANY
43650 OSGOOD ROAD
FREMONT, CA 94539

By:

Its: ________________________

By:

Its: ________________________

(Seal)

“Surety”

By:

Its: ________________________

By:

Its: ________________________

(Seal)

346
Agreement No. 32400005

Bond No. __________

PERFORMANCE BOND
KNOW ALL PERSONS BY THESE PRESENTS that:

WHEREAS the City of Oxnard (“Agency”), has awarded to
CHRISP COMPANY, 43650 OSGOOD RD, FREMONT, CA 94539 (“Principal”) (Name and address of Contractor)
a contract (the “Contract”) for the Work described as ON-CALL STREET STRIPING AND MARKING SERVICES , Specification No. PW 23-91 (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 One Million Dollars ($ 1,000,000), this amount being not less than one 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.
347
Agreement No. 32400005

Dated:

“Principal”

CHRISP COMPANY
43650 OSGOOD ROAD
FREMONT, CA 94539

By:

Its: ________________________

By:

Its: ________________________

(Seal)

“Surety”

By:

Its: _______________________

By:

Its: _______________________

(Seal)

Note: This Bond must be executed in duplicate and dated, all Surety 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.
348
Public Project Agreement with Chrisp
Company for On-Call Street Striping and
Marking Services, Specification No. PW 23-91
Public Works and Transportation Committee, June 27, 2023 City Council, July 18, 2023
Philip Schwieder
Maintenance & Operations Superintendent
349
That the Public Works and Transportation Committee recommend that the City Council approve and authorize the Mayor to execute Agreement 32400005 with Chrisp Company in the amount not to exceed $1,000,000 for a five-year term for On-Call Street Striping and Marking Services.

RECOMMENDATION 2
350
That the City Council approve and authorize the Mayor to execute Agreement 32400005 with Chrisp Company in the amount not to exceed $1,000,000 for a five-year term for On-Call Street Striping and Marking Services.

RECOMMENDATION 3
351
• The Streets Division maintains over 1,034 lane-miles of streets and roadways, which include approximately 1.8 million square feet of white and yellow pavement markings
• The scope of this project includes restriping, replacing, and installing new pavement markings on an on-needed basis
BACKGROUND 4
352
When performing pavement line striping-type work, it requires a specialized striping truck to perform a high volume of productivity and use of materials when applying miles of line striping paint per day. Streets Division does not possess this type of striping truck.

BACKGROUND 5
353
BACKGROUND 6
Striping and Marking Services are used to show turns, stops and yield lines, approaching warnings, bike lanes, and crosswalks. 354
• The notice inviting formal bids (NIFB) on the Project was published on April 20, 2023. All bids were due and opened on May 9, 2023.
• The City received the following pricing using a representative sample of bid items; Chrisp Company was the lowest bidder and its bid is responsive to the City’s NIFB.

DISCUSSION 7
Bidder Bid Amount
Chrisp Company $342,180.00
Toro Enterprises, Inc. $493,562.00
WGJ Enterprises, Inc., dba PCI $776,660.00
355
• This Agreement will be funded from available appropriations from the General Fund Streets Division
• The annual spending plan is $200,000 starting July 1, 2023 • Funding for subsequent fiscal years will be requested during the annual budget process
FINANCIAL IMPACT 8
Estimated Spending Plan
Fiscal Year FY 23-24 FY 24-25 FY 25-26 FY 26-27 FY 27-28 Total Streets
Maintenance $200,000 $200,000 $200,000 $200,000 $200,000 $1,000,000 356

QUESTIONS
9 357

CITY COUNCIL AGENDA REPORT

REPORTS
AGENDA ITEM NO. M.4

DATE: July 18, 2023

TO: City Council

FROM: Javier Chagoyen-Lazaro, Chief Financial Officer, 805-385-5400, [email protected]

SUBJECT: Professional Services Agreement 32400016 with MuniServices, LLC for Sales Tax and Transaction Tax Audit Services. (10 minutes)

RECOMMENDATION

That the City Council:

1. Award Agreement No. 32400016 to MuniServices, LLC for a five-year term in the amount not to exceed $600,000 for quarterly Sales Tax Audit Services and Measures O and E transaction tax audit services; and

2. Adopt a Resolution Authorizing Examination of Sales, Transactions and Use Tax Records to MuniServices, LLC.

Please click the following link to view the required Measure M pre-recorded presentation video: https://youtu.be/6IncpNKW84s

BACKGROUND

Sales and use tax auditing is common across municipalities in California to ensure each agency is receiving its appropriate share and allocation of tax proceeds. Often these audits result in additional remittances to the benefit of that agency. Furthermore, the firms that provide these types of services create information that is vital to the formulation of budgets and financial planning for tax revenues.

DISCUSSION

On January 30, 2017, the City entered into a contract with Hinderliter, de Llamas and Associates (HdL) for quarterly Sales Tax Audit Services. The contract (including subsequent amendments) will reach the contract threshold and expiration date on June 30, 2023. In anticipation of this, the Purchasing Division of the Finance Department issued a request for proposals (RFP) for sales tax auditing services on February 8, 2023.

The Purchasing Division posted the RFP on the City's public purchasing platform and two qualified firms submitted a proposal: the incumbent provider, HdL, and MuniServices. An evaluation team consisting of an Assistant CFO, Controller and Management Accountant/Auditor was formed to review the two proposals. Proposals were ranked based upon four weighted criteria: overall responsiveness, company profile, demonstrated technical competence to perform the service, and cost. Though both companies have positive references from many California public agencies, based on the combined individual scoring, staff is recommending awarding the contract to MuniServices, LLC as it will best meet the needs of the City.

California Revenue and Taxation Code Section 7056(b) states that the State Board of Equalization (now known as the California Department of Tax and Fee Administration or CDTFA) has the authority to allow authorized officers, employees, or designated individuals to examine the sales and use tax records maintained by the CDTFA. This permission is granted when the City requests it through a resolution adopted by the City Council. The purpose of Section 358
7056(b) is to enable the City to have access to and examine the sales and use tax records collected by the CDTFA. By granting access to these records, the City can verify the accuracy and completeness of the tax collection.

The Resolution being presented to City Council has been updated with respect to the version presented at the Finance & Governance Committee to reflect governmental functions consistent with past resolutions.

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

Sales and use tax audit services often include a revenue share element whereby the audit company that is able to identify a misallocation or some form of adjustment that benefits the City would receive compensation based on a percentage of that additional revenue. MuniServices will receive fifteen percent (15%) of all taxes identified that the City would likely not have received without that service. By comparison, the previous agreement with HdL included a 25% payment for any Measure E or O taxes recovered.

Staff anticipates that the tax recovered over the life of this agreement may result in estimated payments to MuniServices of $100,000 per year, similar to recent trends and experience. Staff recommends a five-year not to exceed contract value of $600,000, with $100,000 of this total allocated as contingency to account for inflationary or other unforeseen impacts, cognizant that under this agreement the City would be receiving the other 85% of any increased taxes recovered over historic averages.

The annual cost will be included in all General Fund Finance Department operating budgets for each fiscal year, beginning with the Proposed Budget for FY 2023-24.

For Finance Use Only: General Fund (Org. 1011602, Obj. 53200)

COMMITTEE OUTCOME

The Finance and Goverance Committee approved 3-0 on June 27, 2023 to approve the staff recommendation and to forward the item for Council approval.

Prepared by: Mark Sewell, Assistant Chief Financial Officer

ATTACHMENTS

1. Muniservices Agreement 32400016

2. Resolution - Authorizing Examination of Sales, Transactions and Use Tax Records

3. Muniservices Agreement Presentaion

359
Agreement No. 32400016

AGREEMENT FOR PROFESSIONAL SERVICES

COVER PAGE

(1) Agreement Start Date: July 01, 2023
(2) Consultant: Muniservices, LLC
(3) Services: Sales Tax Audit Services and Transaction Tax Audit Services for Measure O and Measure E (4) Schedule of Services: See Scope of Services Exhibit A, which is attached hereto and incorporated herein (5) Agreement Ending Date: June 30, 2028
(6) Total Agreement Amount: $600,000.00
(7) City’s Project Manager: Mark Sewell, Interim CFO
(8) Consultant’s Project Manager: Janis Varney, VP of Sales & Use Tax Audit (9) Insurance Coverage: INS-A

(10) Addresses for Notice:

FOR CONSULTANT: FOR CITY:
5860 Trinity Parkway, Suite 120 300 W Third Street
Centreville, VA 20120 Oxnard, CA 93030 Attn: Janis Varney Attn: Mark Sewell

(11) Contact Emails:

CONSULTANT’S PROJECT MANAGER: CITY’S PROJECT MANAGER:

Janis Varney Mark Sewell
[email protected] [email protected]

The Agreement for Professional Services is attached hereto and incorporated herein by this reference. The following exhibits are also attached hereto and incorporated herein by this reference into the Agreement:

X Scope of Services Exhibit
X Rates and Costs Exhibit
X Insurance Exhibit (INS-A)
360
Agreement No. 32400016

Page 1 of 8 ends

AGREEMENT FOR PROFESSIONAL SERVICES (V-05/23/22)

AGREEMENT FOR PROFESSIONAL SERVICES

THIS AGREEMENT FOR PROFESSIONAL SERVICES (“Agreement”) is entered into in Ventura County, California, on the date that is written as “(1) Agreement Start Date” on the Cover Page, which is attached hereto and incorporated herein by this reference. This Agreement is entered by and between the City of Oxnard (“City”) and the person or entity listed as “(2) Consultant” on the Cover Page, subject to the following terms and conditions:

1. Scope of Services . Consultant shall provide to City the services listed as “(3) Services” on the Cover Page (the “Ser vices”). Consultant shall provide the Services during the term of this Agreement, as set forth below, according to the schedule written as “(4) Schedule of Services” on the Cover Page, and as further explained in the Scope of Services Exhibit, which is attached hereto and incorporated herein by this reference. In the event of any conflict between the terms of this Agreement and any incorporated document(s), the terms of this Agreement shall control.

2. Standard of Performance. Consultant shall undertake and complete the Services to conclusion using the standard of care, skill and diligence normally provided by a professional person in the performance of similar consulting services.

3. Correction of Errors. Consultant shall corr ect, at its expense, all errors which may be disclosed during review of the Services. Should Consultant fail to make such correction in a reasonably timely manner, such correction shall be made by City, and the cost thereof shall be paid by Consultant.

4. Term. This Agreement shall begin on the date that is written as “(1) Agreement Start Date” on the Cover Page and shall end on the date that is written as “(5) Agreement Ending Date” on the Cover Page. Time is of the essence in this Agreement.

5. Compensation. For the Services performed during the term of this Agreement, City shall pay Consultant an amount not to exceed the amount that is listed as “(6) Total Agreement Amount” on the Cover Page, at the rates listed in Rates and Costs Exhibit, attached hereto a nd incorporated herein by this reference. The rates in Rates and Costs Exhibit shall be in effect through the end of this Agreement. Except as otherwise expressly provided in this Agreement, City shall not be responsible for expenses incurred by Consultant in performing the Services.

6. Invoices. Consultant shall submit a payment request to City by the end of each calendar month listing the Services provided, costs of those Services, and total amount due for the month. Each invoice must also list the current balance on the Agreement, including that invoice, as well as the months remaining on the term of the Agreement. Invoices may be emailed to: [email protected].

7. Acceptance of Payment. Consultant’s acceptance of final payment made pursuant to this Agreement shall constitute a release of City from all claims and liabilities for compensation to Consultant for anything completed, finished or relating to the Services. City’s payment shall not constitute nor be deemed a release of the responsibility and liab ility of Consultant for the accuracy and competency of the information provided and/or the Services performed hereunder, nor shall such payment be deemed to be an assumption of responsibility or liability by City for any defect or error in the Services per formed by Consultant and its employees, agents and subcontractors. Consultant shall provide City with a completed Request for Taxpayer Identification Number and Certification, as issued by the Internal Revenue Service. If any sales tax is due for the Services performed by Consultant or materials or products provided to City by Consultant, Consultant shall pay the sales tax. City shall not reimburse Consultant for sales taxes paid by Consultant.

8. Non-Appropriation of Funds . Payments to be made to Consultant by City for the Services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted and unencumbered appropriation of City. In the event City does not appropriate sufficient funds for payment of the Services beyond the current fiscal year, this Agreement shall cover payment for the Services only up to the 361
Agreement No. 32400016

Page 2 of 8 ends

AGREEMENT FOR PROFESSIONAL SERVICES (V-01/29/21)
conclusion of the last fiscal year in which City appropriated sufficient funds and shall automatically terminate at that fiscal year’s conclusion.

9. Coordination of Services . The Services shall be coordinated with the person in the position listed in “(7) City’s Project Manager” on the Cover Page, subject to the direction of the City Manager and Department Director. Consultant hereby designates the person in the position listed in “(8) Consultant’s Project Manager” on the Cover Page as the person responsible for the Services who shall coordinate with City’s Project Manager in making binding decisions in line with this Agreement on behalf of Consultant.

10. Personnel. Consultant represents that it has, or shall secure at its own expense, all personnel required to perform the Services. Any person who performs engineering services pursuant to this Agreement shall be licensed as a Civil Engineer by the State of California and in good standing. Consultant shall make reasonable efforts to maintain the continuity of Consultant’s staff who are assigned to perform the Services. Consultant may associate with or employ associates or subcontractors in the performance of the Services, but at all times shall Vendor be responsible for its associates and subcontractors’ labor, advice or materials provided in furtherance of providing the Services. Should any of Consultant’s employees, assi gns or subcontractors not conduct him - or herself appropriately, as determined by the City’s Project Manager, in the process of providing the Services or any portion thereof, the City’s Project Manager may notify the Consultant’s Project Manager, who shall immediately handle the problem, as determined appropriate by him or her, such that the problem does not persist.

11. Additional Work . City may request additional specified work under this Agreement. The City’s Project Manager must authorize all such work in writing before commencement. Consultant shall perform such work, and City shall pay for such additional work, in accordance with Rates and Costs Exhibit. Should the work not fall under any such listed rate or cost, Consultant shall submit a quote for all additional work, which the City’s Project Manager must approve in writing by before any such work may commence. The City shall compensate Consultant for any work that does not fall under a rate or cost listed in the Rates and Costs Exhibit, and for which Consultant did not obtain the City’s Project Manager’s written approval before work commenced, as determined by the City’s Project Manager in his or her sole discretion.

12. Audit. City shall have the option of inspecting, auditing and/or reproducing all reco rds and other written materials used by Consultant in preparing its billings to City as a condition precedent to any payment to Consultant. Consultant will promptly furnish all documents requested by City. Additionally, if this Agreement is in excess of $1 0,000, the State Auditor may examine and audit Consultant for a period of 3 years after final payment under the Agreement. Regardless of whether a State audit is permitted, Consultant shall maintain and preserve all such records for a period of at least 3 years after final payment under the Agreement. Consultant shall include a copy of this Section 12 in all contracts with its subcontractors, and Consultant shall be responsible for immediately obtaining those records or other written material from its subcontractors upon a request by the State Auditor and/or City.

Such termination shall be effective on the date specified in the notice, or if no date is specified, then 10 calendar days from the date of delivery or mailing of such notice and only if all assignments accepted by Consultant have been completed before the date o f termination. In the event of termination of this Agreement by either party due to no fault or failure of performance by Consultant, City shall pay Consultant compensation for all Services satisfactorily completed in accordance with all of the terms and p rovisions of this Agreement, as determined by the City, before the effective date of termination; provided, in no event shall the Consultant receive an amount exceeding that which would have been paid to Consultant for the full performance of the Services.

14. Hold Harmless, Defense and Indemnity.

If Consultant provides any architectural, landscape architectural, engineering or land surveying (“design professional”) services, to the maximum extent permitted by law, Consultant shall hold harmless, defend, and 362
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indemnify City, its legislative and advisory bodies, and the City’s officials, directors, officers, employees, and agents (collectively, “Indemnitees”) from and against any and all claims, demands, causes of action, damages, injuries, liabilities, losses, penalties, fines, judgments, costs or expenses, including reimbursement of attorneys’ fees, court costs and costs of alternative dispute resolution, including but not limited to those relating to death or injury to any person and injury to any property (c ollectively, “Claims”), to the extent that the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant or of any of its officers, employees, subcontractors or agents in the performance of the Agreemen t or in the failure to comply with any of the obligations contained in this Agreement. Consultant’s obligation to defend is a separate and distinct obligation from Consultant’s duty to indemnify and applies through final judgment, including exhaustion of a ny appeals. Consultant shall be obligated to defend Indemnitees in all legal, equitable, administrative, or special proceedings, with counsel approved by the City Attorney, to the extent required herein immediately upon tender to Consultant of the Claim i n any form or at any stage of an action or proceeding. The defense obligation includes the obligation to provide independent defense counsel if Consultant asserts that the liability is caused in whole or in part by the negligence or willful misconduct of any of the Indemnitees.

If Consultant provides no design professional services, to the maximum extent permitted by law, Consultant shall hold harmless, defend and indemnify the Indemnitees from and against any and all Claims, which arise out of, pertain to, or relate to the performance of this Agreement, or the failure to comply with any of the obligations contained in this Agreement, by Consultant or of any of its officials, directors, officers, employees, subcontractors, or agents. Consultant’s obligation to defend is a separate and distinct obligation from Consultant’s duty to indemnify and applies through final judgment, including exhaustion of any appeals. Consultant shall be obligated to defend Indemnitees in all legal, equitable, administrative, or special proceedings, with counsel approved by the City Attorney, immediately upon tender to Consultant of the Claim in any form or at any stage of an action or proceeding. The defense obligation includes the obligation to provide independent defense couns el if Consultant asserts that the liability is caused in whole or in part by the negligence or willful misconduct of any of the Indemnitees.

a. The review, acceptance or approval of Consultant’s work or work product by any of the Indemnitees shall not affect, relieve or reduce Consultant’s indemnification or defense obligations. This Section 14 shall survive completion of the Services or termination of this Agreement. The provisions of this Section 14 shall not be restricted by and does not affect the provisions of this Agreement relating to insurance.

15. Insurance. Consultant shall obtain and maintain during the performance of any services under this Agreement the insurance coverages listed within the insurance document stated in “(9) Insurance Coverage” on the Cover Page and in the Insurance Exhibit, which is attached hereto and incorporated herein by this reference, unless the City’s Risk Manager waives, in writing, the requirement that Consultant obtain and maintain such insurance coverages. Consultant shall, before performance of any Services, file with the City’s Risk Manager evidence of insurance coverage as specified in “(9) Insurance Coverage” on the Cover Page and in the Insurance Exhibit.

Maintenance of insurance coverages by Consultant is a mat erial element of this Agreement. Consultant’s failure to maintain or renew insurance coverages or to provide renewal evidence, and any lapse in insurance coverage, may be considered a material breach of this Agreement.

16. Documents and Materials.

a. All final computations, exhibits, files, plans, correspondence, reports, drawings, designs, data, photographs, specifications, information, images, video files, media, or other deliverables prepared, created, drawn, calculated, photographed or developed by Consultan t pursuant to this Agreement (“Documents and Materials”) shall be the City’s property without restriction or limitation upon its use, duplication or dissemination. All Documents and Materials shall be considered “works made for hire,” and all Documents and Materials and any and all intellectual property rights arising from their creation, including, but not limited to, all copyrights and other proprietary rights, shall be and remain the property of the City without restriction or limitation upon their use, duplication or dissemination by the City. Consultant shall not obtain or attempt to obtain copyright protection as to any Documents and Materials. Consultant hereby assigns to the City all ownership and any and all intellectual property rights to the Documents and Materials that are not otherwise vested in the City pursuant to this Section 16.

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b. Consultant shall deliver all Documents and Materials to City’s Project Manager upon completion of the Services or termination of this Agreement without additional cost or expense to the City. Additionally, anytime at City’s request, City shall be entitled to possession of, and Consultant shall furnish to City’s Project Manager within 10 calendar days, any or all of the Documents and Materials without additional cost or expense to the City. In both situations, if Consultant prepares Documents and Materials on a computer, Consultant shall provide City with said Documents and Materials both in a printed format and in an electronic format that is acceptable to the City. Consultant may retain copies of these Documents and Materials but must request permission from the City before use, duplication or dissemination of these Documents and Materials for any purpose other than for the Services provided to the City pursuant to this Agreement.

c. Any substantive modification of the Documents and Materials by City staff or any use of the completed Documents and Materials for other City projects, or any use of incomplete Documents and Materials, without the written consent of Consultant, shall be at City’s sole risk and without liability or legal exposure to Consultant.

d. Consultant warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality, thing or component as to which any i ntellectual property right exists, including computer software, used in the rendering of the Services and the production of all Documents and Materials, and that the City has full legal title to and the right to use, duplicate or disseminate the Documents and Materials.

Consultant shall defend, indemnify and hold Indemnitees harmless from any loss, claim or liability in any way related to a claim that City’s use of any of the Documents and Materials is violating federal, state or local laws, any contractual provisions, or any laws relating to trade names, licenses, franchises, copyrights, patents or other means of protecting intellectual property rights and/or interests in products or inventions. Consultant shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, equipment, devices or processes in connection with its provision of the services and Documents and Materials. In the event the use of any of the Documents and Materials by the City is hel d to constitute an infringement and the use of any of the same is enjoined, Consultant, at its own expense, shall: secure for City the right to continue using the Documents and Materials by suspension of any injunction, or by procuring a license or licenses for City; or modify the Documents and Materials so that they become non -infringing while remaining in compliance with the requirements of this Agreement.

e. This Section 16 shall survive the termination of this Agreement.

17. Confidentiality of Information.

a. For the purposes of this Agreement, “Confidential Information” means all information, in whatever form transmitted, relating to the past, present or future business affairs of the City, including without limitation, (i) technical information, including patent, copyright, trade secret, and other proprietary information, techniques, sketches, drawings, models, inventions, processes, apparatus, equipment, algorithms, software programs, software source documents, and formulas; or (ii) non -technical information, including without limitation finances, financial and accounting data and information, suppliers, customers, customer lists, purchasing data and any other information belonging to the City or to a third party whose information is in the City’s possession or control under obligations of confidentiality, and which is disclosed to Consultant or is developed by Consultant in whole or in part at the City’s expense.

b. All Documents and Materials shall be considered Confidential Information and shall not be reproduced, transmitted, disclosed or used by the Consultant without the written consent of the City, except as may be necessary for Consultant to fulfill its obligations to the City.

c. Notwithstanding the above, these limitations shall not apply to information that (i) is already known to Consultant at the time of that information’s disclosure or becomes publicly known through no wrongful act or omission of Consultant, (ii) is communicated to a third party with the express written consent of City and is not subject to restrictions on further use or disclosure, (iii) is independently developed by Consultant and has no relation to this Agreement, or (iv) is required by law, court order, court -issued subpoena or other legal process to be disclosed; provided, however, that before making such disclosure, Consultant shall immediately provide City with 364
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written notice and a reasonable opportunity for City to object to the disclosure or to take action to maintain the confidentiality of the information, unless such prior disclosure is legally impermissible.

d. Consultant shall use reasonable care to protect the Confidential Information. In the event of a breach or threatened breach of this Agreement, City shall be entitled to obtain an injunction prohibiting any such breach, the costs of which shall be paid by Consultant. Any relief granted shall be in addition to and not in lieu of any other legal or equitable relief, including money damages. The parties acknowledge that Confidential Information is valuable and unique and that disclosure of the Confidential Information in breach of this Agreement may result in irreparable injury to the City.

e. Other than an obligation upon the City to deal in good faith, the City makes no warranties and shall bear no liability o r responsibility for errors or omissions in any Confidential Information disclosed under this Agreement or for any business decisions made by Consultant in reliance on any Confidential Information disclosed under this Agreement.

f. This Section 17 shall survive the termination of this Agreement.

18. Independent Contractor. Consultant is and shall at all times remain, as to City, a wholly independent contractor. Neither City nor any of its employees or agents shall have control over the conduct of Consultant o r any of its employees, except as stated in this Agreement. Consultant has and shall retain the right to exercise full control over the employment, direction, means of performance, location, compensation and discharge of all persons assisting Consultant, and it is free to dispose of all portions of its time which it is not obligated to devote to City in such a manner and to such persons, firms, or corporations as Consultant wishes except as expressly provided in this Agreement. This Agreement shall not be i nterpreted to prevent or preclude Consultant from rendering any services for Consultant’s own account or to any other person or entity as Consultant in its sole discretion shall determine; provided, however, that performing such services shall not material ly interfere with the Services Consultant shall perform for the City. Except as City’s Project Manager specifies in writing, Consultant and its employees and agents have no authority, express or implied, to act on behalf of City in any capacity, to incur a ny debt, obligation or liability on behalf of City, bind City in any manner, or otherwise act on behalf of City as an agent. Consultant and its employees are not employees of City. Consultant and its employees are not entitled to receive from City any of the benefits or rights afforded employees of City, including but not limited to reserve leave, sick leave, vacation leave, holiday leave, compensatory leave, Public Employees Retirement System benefits, and health, life, dental, long -term disability and wor kers’ compensation insurance benefits. Consultant shall not, at any time or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of City. Consultant agrees to pay all required taxes on amounts paid to Con sultant under this Agreement, and to indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant shall be solely responsible for, and shall save City harmless from, all matters relating to the payment of Consultant’s subcontractors, material suppliers, directors, officers, employees, agents and representatives, including compliance with social security requiremen ts, federal and State income tax withholding, and all other regulations governing employer -employee relations, as applicable. City shall have the right to offset against the amount of any compensation due to Consultant under this Agreement any amount due t o City from Consultant as a result of its failure to promptly pay to City any reimbursement or indemnification arising under this Section 18.

19. Nondiscriminatory Employment . Consultant shall not unlawfully discriminate against any individual based on race, color, religion or religious creed, national origin, ancestry, ethnic group identification, primary language, physical disability, mental disability, medical condition, genetic information, marital status, gender, gender identity, gender expression, sex, s exual orientation, age, immigration status, citizenship or military and veteran status. Consultant understands and agrees that it is bound by and will comply with all legal nondiscrimination mandates. For every subcontractor who will perform Services, Cons ultant shall be responsible for such subcontractor’s compliance with this Section 19.

20. Consultant’s Representations . Consultant represents, covenants and guarantees that: a) Consultant is licensed, qualified, and capable of furnishing the labor, materials, and expertise necessary to perform the Services in accordance with the terms and conditions set forth in this Agreement; b) there are no obligations, commitments, or 365
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impediments of any kind that will limit or prevent Consultant’s full performance under this Agreement; c) to the extent required by the standard of practice, Consultant has investigated and considered the scope of Services performed, has carefully considered how the Services should be performed, and understands the facilities, difficulties and restrictions attending performance of the Services under this Agreement.

21. Compliance with Laws . In performing the Services under this Agreement, Consultant shall comply with all applicable laws, ordinances and regulations. Before providing any Services u nder this Agreement, Consultant shall, at its own expense, obtain and maintain all required certificates, licenses and permits, including a City business tax certificate.

22. Conflict of Interest. If, in performing the Services set forth in this Agreement, Consultant makes, or participates in, a “governmental decision” as described in Title 2, Section 18704 of the California Code of Regulations, or performs the same or substantially all the same duties for City that would otherwise be performed by a City employee holding a position specified in City's conflict of interest code, Consultant shall be subject to City's conflict of interest code, the requirements of which include the filing of one or more statements of economic interests disclosing the relevant financial interests of Consultant's personnel providing the Services set forth in this Agreement. Furthermore, Consultant shall not to accept any employment or representation during the term of this Agreement or within 12 months after completion of the Services which is or may likely make Consultant “financially interested,” as provided in California Government Code Sections 1090 and 87100, in any decisions made by City on any matter in connection with which Consultant has been retained pursuant to this Agreeme nt.

23. Fictitious Name. If Consultant has a fictitious name, Consultant shall submit to City a new Fictitious Business Name Statement approved by any California county before Consultant’s prior Fictitious Business Name Statement expires if such expiration may occur during the term of this Agreement, including any term amendment.

24. Non-Assignability. This Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant’s personnel’s unique competence, experience and specialized personal knowledge. Consultant shall not assign or transfer any interest in this Agreement or any part thereof, whether by assignment or novation, without City’s prior written consent, which may be withheld for any reason or for no reason at all. A ny purported assignment without written consent shall be null, void, and of no effect, and Consultant shall hold harmless, defend and indemnify Indemnitees from and against all Claims arising from or relating to any unauthorized assignment.

25. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators, successors and assigns of Consultant.

Venue for any such action relating to the Agreement shall be in the Ventura County Superior Court.

27. Titles. The titles used in this Agreement are for convenience only and shall in no way define, limit or describe the scope or intent of this Agreement or any part of it.

28. Force Majeure. Neither City nor Consultant shall be responsible for delays or failures in performance resulting from acts beyond the control of either party. Such acts shall include but are not be limited to acts of God, riots, acts of war, epidemics, fire, earthquakes, or other disasters.

29. Authority. Any person executing this Agreement on behalf of Consultant warrants and represents that s/he has the authority to execute this Agreement on behalf of Consultant and to bind it to the performance of these obligations.

30. Binding Agreement. The parties do not intend this Agreement to be binding upon them and shall not be held liable to its terms until it is fully executed by all required signers.

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31. Integration; Amendment . This Agreement, including any other documents incorporated herein by specific reference, constitutes the entire and integrated agreement of City and Consultant regarding the subject matter described herein. This Agreement supersedes all prior oral or written communications, negotiations, representations, agreements and prom ises. This Agreement may not be modified or amended, nor any provision or breach waived, except in a writing, signed by both parties, that expressly refers to this Agreement.

32. Construction. In the event of any asserted ambiguity in or dispute regarding the interpretation of any matter herein, the interpretation of this Agreement shall not be resolved by any rules of construction providing for interpretation against the party who causes the uncertainty to exist or who drafted the Agreement in whole or in par t.

33. No Waiver . Waiver by either party of any one or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement. In no event shall the making by City of any payment to Consultant constitute or be construed as a waiver by City of any breach of covenant, or any default that may then exist on the part of Consultant, and the making of any such payment by City shall in no way impair or prejudice any right or remedy available to City with regard to such breach or default.

34. Attorneys’ Fees . The prevailing party shall be entitled to recover reasonable costs, attorneys’ fees (including the reasonable value of the services rendered by the City Attorney’s Office) and expenses, inclu ding investigation fees and expert witness fees, in addition to any other relief to which that party may be entitled, in any legal action or other proceeding, including an action for declaratory relief, for the enforcement of this Agreement or because of an alleged dispute, breach, default or misrepresentation in connection with this Agreement.

35. Notice. Except as otherwise required by law, a notice or communication authorized or required by this Agreement shall be in writing and shall be deemed received —on (a) the day of delivery if delivered by hand or overnight courier service during City’s regular business hours or (b) the third business day following deposit in the United States mail, postage prepaid —to the addresses listed as “(10) Addresses for Notice” on the Cover Page or at such other address as one party may notify the other in writing.

A signed copy of this Agreement transmitted by email to Project Managers’ emails listed in “(11) Contact Emails” on the Cover Page or by other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Agreement for all purposes.

37. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remain ing provisions of this Agreement shall continue in full force and effect.

[Signatures on next page]

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IN WITNESS WHEREOF, the parties hereto have executed the Agreement on the date that is written as “(1) Agreement Start Date” on the Cover Page.

CITY OF OXNARD MUNISERVICES, LLC

☐ John C. Zaragoza, M ayor1 Date Carl Kumpf, CEO Date

ATTEST:

Rose Chaparro, City Date
Clerk (only if Mayor signs)

APPROVED 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.

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SCOPE OF SERVICES EXHIBIT

CONSULTANT/PROFESSIONAL SERVICE AGREEMENT
(City of Oxnard and Muniservices, LLC)

The Consultant shall perform the following services:

A. Sales Tax and Economic Analysis

1. Consultant shall establish a special database that identifies the name, address and quarterly allocations of all sales tax producers within the City for the most current and all quarters back to fiscal year 1998- 1999 or earlier, if the City has prior historical sales tax data available on computer readable magnetic media. This database will be utilized to generate special reports to the City on: major sales tax producers by rank and category, sales tax activity by categories, or business districts, identification of reporting aberration, and per capita and outlet comparisons with regional and statewide sales.

2. Consultant shall provide up-dated reports following each calendar quarter identifying changes in sales by individual businesses, business groups and categories and by geographic area. These reports may include, without limitation, quarterly aberrations due to State audits, fund transfers, and receivables along with late or double payments, and quarterly reconciliation worksheets to assist with budget forecasting.

3. Consultant shall additionally provide following each calendar quarter a summary analysis for the City to share with Chambers of Commerce, other economic development interest groups and the public that analyze City's sales tax trends by major groups, and geographic areas without disclosing confidential information.

4. Consultant shall make available to City staff Consultant’s web-based sales tax computer software program containing sellers permit and quarterly allocation information for all in-city business outlets registered with the California Department of Tax and Fee Administration and updated quarterly. This software shall allow City staff to search businesses by street address, account number, business name, business type and keyword, arrange data by geographic area, and print out a variety of reports.

B. Allocation Audit Recovery

1. Consultant shall conduct initial and on-going sales, use and transactions tax audits to identify and correct distribution and allocation errors and to proactively affect favorable registration, reporting or formula changes thereby generating previously unrealized sales, use and transactions tax income for the City and/or recovering misallocated tax from previously properly registered taxpayers. Common errors that will be monitored and corrected include, but are not limited to: transposition errors resulting in misallocations: erroneous consolidation of multiple outlets: formula error, misreporting of “point of sale” to the wrong location: delays in reporting new outlets: misallocating use tax payments to the allocation pools or wrong jurisdiction; and erroneous fund transfers and adjustments.

2. Consultant shall initiate contacts with state agencies, and sales management and accounting officials in companies that have businesses where a probability of error exists to verify whether current tax receipts accurately reflect the local sales activity. Such contacts will be conducted in a professional and courteous manner.
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3. Consultant shall (i) prepare and submit to the California Department of Tax and Fee Administration information for the purpose of correcting allocation errors that are identified and (ii) follow-up with individual businesses and the California Department of Tax and Fee Administration to promote recovery by the City of back or prospective quarterly payments that may be owing.

4. If during the course of its audit. Contractor finds businesses located in the City that are properly reporting sales and use tax but have the potential for modifying their operation to provide an even greater share to the City, Consultant may so advise City and work with those businesses and the City to encourage such changes.

C. Deficiency/Allocation Reviews and Recovery for Measure “E” and Measure “O”

1. CONSULTANT shall conduct on-going reviews to identify and correct unreported transactions and use tax payments and distribution errors thereby generating previously unrealized revenue for the CITY. Said reviews shall include:

(i) Comparison of county-wide local tax allocations to transactions tax for brick and mortar stores and other cash register-based businesses, where clearly all transactions are conducted on-site within the Measure "E" and Measure “O” CITY boundaries, and therefore subject to transactions tax.

(ii) Review of any significant one-time use tax allocations to ensure that there is corresponding transaction tax payments for taxpayers with nexus within the CITY boundaries.

(iii) Review of state-wide transactions tax allocations and patterns to identify any obvious errors and omissions.

(iv) Identification and follow-up with any potentially large purchasers of supplies and equipment (e.g. hospitals, universities, manufacturing plants, agricultural operations, refineries) to ensure that their major vendors are properly reporting corresponding transactions tax payments to the Measure "E" and Measure “O” Transactions Tax District.

2. CONSULTANT, will initiate, where the probability of an error exists, contacts with the appropriate taxpayer management and accounting officials to verify whether current tax receipts accurately reflect the local sales activity. Such contacts will be conducted in a professional and courteous manner so as to enhance CITY's relations with the business community.

3. CONSULTANT shall prepare and submit to the Department of Tax and Fee Administration all information necessary to correct any allocation errors and deficiencies that are identified, and shall follow-up with the individual businesses and the California Department of Tax and Fee Administration to ensure that all back quarter payments due the CITY are recovered.

D. Data Base Management, Reports and Staff Support for Measure “E” and Measure “O”

1. CONSULTANT shall establish a database containing all applicable Department of Tax and Fee Administration (CDTFA) registration data for each business within the Measure "E" and Measure “O” District boundaries holding a seller's permit account. Said database shall also identify the quarterly 370
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transactions and use tax allocations under each account for the most current and previous quarters, where available.

2. CONSULTANT shall provide updated reports each quarter identifying changes in allocation totals by individual businesses, business groups and by categories. Quarterly aberrations due to State audits, fund transfers, and receivables, along with late or double payments, will also be identified. Quarterly reconciliation worksheets to assist finance officer with budget forecasting will be included.

3. CONSULTANT shall advise and work with CITY Staff on planning and economic questions related to maximizing revenues, preparation of revenue projections and general information on sales, transactions and use tax questions
.

4. CONSULTANT shall make available to CITY the Consultant’s proprietary software program and Measure "E" and Measure “O” database containing all applicable registration and quarterly allocation information for CITY business outlets registered with the Department of Tax and Fee Administration. The database will be updated quarterly.

E. Consulting and other optional services

Consultant may, from time to time in its sole discretion, consult with City staff, including without limitation, regarding (i) technical questions and other issues related to sales, use and transactions tax: (ii) utilization of reports to enhance business license collection efforts: and (iii) sales tax projections for proposed annexations, economic development projects and budget planning. In addition to the foregoing optional consulting services, Consultant may, from time to time in its sole discretion, perform other optional Services, including without limitation, negotiating/review of tax sharing agreements, establishing purchasing corporations, and meeting with taxpayers to encourage self-assessment of use tax.

F. Additional requirements

Consultant:
(i.) shall disclose information contained in, or derived from, sales or transactions and use tax records only to the City’s Chief Financial Officer or other officer or employee of the City designated in writing by the City Manager to examine the information.
(ii.) shall not performing consulting services for a retailer during the term of that contract; (iii.) shall not retain the information contained in, or derived from sales or transactions and use tax records, after this contract has expired.
(iv.) shall comply with Government Code Section 12410.6(b), as may be amended. 371
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RATES AND COSTS EXHIBIT

CONSULTANT/PROFESSIONAL SERVICE AGREEMENT
(City of Oxnard and Muniservices, LLC)

SCHEDULE OF COMPENSATION

PROPOSED FEES:

a) Monthly Flat Fee Service for Sales Tax and Economic Analysis and Transactions Tax and Economic Analysis/Forecasting Services/Reports for Measure “E” and Measure “O” services

b) Percentage Fee for Allocation Audit Recovery and Transactions Tax and Economic Analysis/Forecasting Services/Reports for Measure “E” and Measure “O” services

Type of Service Percentage of
Recovery Amount
Allocation Audit Recovery 15%
Allocation Audit Recovery for Measure “E” and Measure “O” 15%

c.) Hourly Rate for Consulting and other Optional Services.

Type of Service Hourly Rate
Consulting and other optional services $90 - $350

Type of Service Monthly Flat Fee
Sales Tax and Economic Analysis $0
Transaction Tax and Economic Analysis/Forecasting
Services/Reports for Measure “E” and Measure “O” $0
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INSURANCE EXHIBIT

INSURANCE REQUIREMENTS FOR CONSULTANTS
(WITH ERRORS AND OMISSIONS REQUIREMENT)

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

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. Professional liability/errors and omissions insurance appropriate to Consultant’s profession to a minimum coverage of $1,000,000, with neither Consultant nor listed subconsultants 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. Consultant 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 -A. 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 endorse ments are to be received and approved by the Risk Manager before commencement of services. 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. If you have not received your request or are having difficulty with electronic upload, contact [email protected]

3. Consultant 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, or reduced in coverage or limits without 30 days’ prior written notice to the Risk Manager. Th e 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. Consultant agrees that the commercial general liability and business automobile liability insurance policies shall be endorsed to name City, its City Council, officers, employees, agents and volunteers as additional insureds as respects: liability arising out of activities performed by or on behalf of Consultant; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or automobiles owned, leased, hired or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City, its City Council, officers, employees, agents and volunteers. The General Liability Special Endorsement Form and Automobile Liability Special Endorsement Form attached to this Exhibit INS- A 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 affec t coverage provided to City, its City Council, officers, employees and volunteers. The insurance shall apply separately to eac h insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

6. The insurer shall declare any deductibles or self-insured retentions to and be approved by the Risk Manager. At the option 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 Consultant shall procure a bond guaranteeing payment of losses and related invest igations, claim administration and defense expenses.

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

6/23
373

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 shown 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 the contract start-up date because the City’s p ractice 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 commercial general liability and business automobile liability insurance policies and must be attached to the applicable certificate of insurance. City preference is that the Consultant/insurer use the endorsement forms which are attached. Substitute forms will be accepted, however, as long as they include provisions comparable to the sample accord form.

INS-A.doc

374

ACORD CERTIFICATE OF INSURANCE

ISSUE DATE (MM/DD/YY)

PRODUCER

CODE SUB-CODE COMPANIES AFFORDING INSURANCE COVERAGE

INSURED COMPANY

LETTER A SPECIFY 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

PERIOD 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.

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
$1,000,000
PRODUCTS COMP/OP AGG . $1,000,000
PERSONAL & ADV. INJURY $1,000,000
EACH OCCURRENCE $1,000,000
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
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 ℅ Evident ID, Inc.
8520 Allison Pointe Blvd. Ste 223
PMB 5210
Indianapolis, Indiana 462500-4299 US

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

Rev. 6/23 INS-A.doc
375

GENERAL LIABILITY SPECIAL ENDORSEMENT
FOR THE CITY OF OXNARD (the “City”)

SUBMIT IN DUPLICATE
ENDORSEMENT NO.

ISSUE DATE (MM/DD/YY)
PRODUCER POLICY INFORMATION:

Insurance Company:

Policy No.:

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 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 Cit y; 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 C ity, its officers, agents, employees or volunteers; or st and 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 to the co mpany’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, “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 nothing herein shall be held to waive, alter or extend any of the limits, conditions, agreements or exclusions of the poli cy to which this endorsement is attached.

ENDORSEMENT HOLDER

CITY OF OXNARD ℅ Evident ID, Inc.
8520 Allison Pointe Blvd. Ste 223
PMB 5210
Indianapolis, Indiana 462500-4299 US

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:
376
Agreement No. 32400016

AUTOMOBILE LIABILITY SPECIAL ENDORSEMENT
FOR THE CITY OF OXNARD (the “City”)

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.

1. INSURED. The City, its officers, agents, volunteers and employees are included as in sureds 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 t he 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 C ity, 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 i nsurance maintained by the City, its officers, agents, employees or volunteers shall be in excess of this insurance and shall not contribute with it.

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 covera ge 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 Automobile Liability Coverage, “occurrence” form CA0001, code ("any auto"); or b. If excess, affords coverage which is at least as broad as the primary insurance form referenced in the preceding section (1).

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 whic h this endorsement is attached.

ENDORSEMENT HOLDER

CITY OF OXNARD ℅ Evident ID, Inc.
8520 Allison Pointe Blvd. Ste 223
PMB 5210
Indianapolis, Indiana 462500-4299 US

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
377

378

CITY COUNCIL OF THE CITY OF OXNARD
RESOLUTION NO. _____________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF OXNARD

AUTHORIZING EXAMINATION OF SALES, TRANSACTIONS AND USE

TAX RECORDS
WHEREAS, pursuant to Ordinance Nos. 2990 and 2779 of the City of Oxnard (“City), the City entered into a contract with the California Department of Tax and Fee Administration (Department) to perform all functions incident to the administration and collection of sales and use taxes; and WHEREAS, the City has entered into a contract with the California Department of Tax and Fee Administration (Department) to perform all functions incident to the administration and collection of transactions and use taxes; and
WHEREAS, the City Council of the City of Oxnard deems it desirable and necessary for authorized officers, employees and representatives of the City to examine confidential sales or transactions and use tax records of the Department pertaining to sales and use taxes collected by the Department for the City pursuant to that contract; and
WHEREAS, Section 7056 of the California Revenue and Taxation Code sets forth certain requirements and conditions for the disclosure of Department records, and Section 7056.5 of the California Revenue and Taxation Code establishes criminal penalties for the unlawful disclosure of information contained in, or derived from, the sales or transactions and use tax records of the Department;

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF OXNARD HEREBY RESOLVES AS FOLLOWS:

Section 1. That the City Manager or other officer or employee of the City designated in writing by the City Manager to the California Department of Tax and Fee Administration is hereby appointed to represent the City with authority to examine sales or transactions and use tax records of the Department pertaining to sales and use taxes collected for the City by the Department pursuant to the contract between the City and the Department.

Section 2. The information obtained by examination of Department records shall be used only for purposes related to the collection of City sales and use taxes by the Department pursuant to that contract, and for purposes related to the following governmental functions of the City:
(a) Budgeting adnd Revenue Projections
(b) Economic Development and Strategic Planning
(c) Land Use Planning
(d) Revenue Productivity Analysis
(e) Fiscal and Economic Impact Analysis
(f) Business Licensing and Tax Collection
(g) Other appropriate governmental uses consistent with state law 379
The information obtained by examination of Department records shall be used only for those governmental functions of the City listed above.

Section 3. That MuniServices, LLC. is hereby designated to examine the sales or transactions and use tax records of the Department pertaining to sales and use taxes collected for the City by the Department. The person or entity designated by this section meets all of the following conditions, which are also included in the contract between the City and MuniServices, LLC:
a) has an existing contract with the City to examine those sales or transactions and use tax records; b) is required by that contract to disclose information contained in, or derived from, those sales or transactions and use tax records only to the officer or employee authorized under Section 1 of this resolution to examine the information.
c) is prohibited by that contract from performing consulting services for a retailer during the term of that contract;
d) is prohibited by that contract from retaining the information contained in, or derived from those sales or transactions and use tax records, after that contract has expired.

BE IT FURTHER RESOLVED that the information obtained by examination of Department records shall be used only for purposes related to the collection of City sales, transaction and use taxes by the Department pursuant to the contract between the City and the Department and for those purposes relating to the governmental functions of the City listed in section 2 of this resolution Section 4. That MuniServices, LLC. is hereby designated to examine the sales or transactions and use tax records of the Department pertaining to any petition or appeal for the reallocation/redistribtuion of sales or transactions and use taxes that was filed by MuniServices, LLC. on behalf of the City pursuant to the contract between the MuniServices, LLC. and City. The person or entity designated by this section meets all of the following conditions, which are also included in the contract between the City and the MuniServices, LLC.:
a) has an existing contract with the City to examine those sales or transactions and use tax records; b) is required by that contract to disclose information contained in, or derived from, those sales or transactions and use tax records only to the officer or employee authorized under Section 1 of this resolution to examine the information.
c) is prohibited by that contract from performing consulting services for a retailer during the term of that contract;
d) is prohibited by that contract from retaining the information contained in, or derived from those sales or transactions and use tax records, after that contract has expired.

Section 5. That this resolution supersedes all prior resolutions of the City Council of the City of Oxnard adopted pursuant to subdivision (b) of Revenue and Taxation Code section 7056.

Section 6. Effective Date. This Resolution shall take effect upon adoption. 380
PASSED and ADOPTED this 18th day of July, 2023.

AYES:

NOES:

ABSENT:

ABSTAINED:

John C. Zaragoza, Mayor
ATTESTED:

Rose Chaparro, City Clerk
APPROVED AS TO FORM:
______________________________
Stephen Fischer, City Attorney
381
Professional Services Agreement with
MuniServices, LLC for Quarterly Sales
Tax and Transaction Tax Audit Services
City Council

Mark Sewell, Assistant Chief Financial Officer
July 18, 2023
382
That the City Council:

a) Award Agreement number 32400016 to MuniServices, LLC for a five-year term in the amount not to exceed $600,000 for quarterly sales tax audit services and Measures O and E transaction tax audit services; and
b) Adopt a Resolution Authorizing Examination of Sales, Transaction and Use Tax Records to MuniServices, LLC.

RECOMMENDATION 2
383
• Sales tax auditing is common practice across municipalities in C alifor nia.
• Helps C ity to receive all taxes owed.
• Since January 2017, T he C ity has received these services from Hinderliter, de Llamas and A ssociates (H dL).
• Six years had passed and it is g ood practice to competitively bid goods and ser vices.
• C ity issued a Request for Proposals (RFP) in February 2023.

BACKGROUND 3
384
• C ity received two proposals.
• MuniServices and H dL
• Proposals were evaluated by Finance staff using the following criteria:
• O verall Responsiveness
• C ompany Profile
• D emonstrate C ompetence
• C ost Proposal
• Staff r ecommends C ouncil awar d to MuniServices a 5-year ag reement commencing J uly 1, 2023.

SALES, USE AND TRANSACTION TAX AUDITING 4
385
• C ity will pay MuniServices 15% of any taxes r ecover ed as a r esult of audit wor k.
• T he C ity retains 100% of the sales taxes and remits payment to MuniServices for their 15% compensation.
• MuniServices offer consulting ser vices and financial for ecasting for budgetar y and other str ategic planning as par t of this compensation.
• Should the C ity r equir e additional, in depth consulting, the C ity will ag ree in advance with MuniServices an hourly rate between $90 and $350 depending on the scope of those needs.

SALES, USE AND TRANSACTION TAX AUDITING
5 386
• C alifor nia R evenue and T axation C ode Section 7056(b) states that the State Boar d of Equalization (now known as the C alifor nia D epar tment of T ax and Fee A dministr ation or C DT FA) has the authority to allow authorized officers, employees, or desig nated individuals to examine the sales and use tax records maintained by the C D T FA.

• T his per mission is gr anted when the C ity r equests it thr ough a resolution adopted by the C ity C ouncil.
• Section 7056(b) provides a mechanism for authorized representatives of the C ity to examine the sales and use tax records maintained by the C D T FA, in cases where the C D T FA has been collecting taxes on behalf of the C ity.

RE S OL UTI ON -

AUTHORIZING EXAMINATION OF SALES, TRANSACTIONS AND USE TAX RECORDS 6 387
That the City Council:

RECOMMENDATION 7
388
389

CITY COUNCIL AGENDA REPORT

REPORTS
AGENDA ITEM NO. M.5

DATE: July 18, 2023

TO: City Council

FROM: Javier Chagoyen-Lazaro, Chief Financial Officer, 805-385-5400, [email protected]

SUBJECT: Agreement with ProcureAmerica to Provide Cost Reduction Services. (10 minutes)

RECOMMENDATION

That the City Council approve and authorize the Mayor to enter into an agreement with ProcureAmerica, Inc. to provide cost-reduction consulting services expiring December 31, 2028.

Please click the following link to view the required Measure M pre-recorded presentation video: https://youtu.be/itXFJbk2Ufo

BACKGROUND

ProcureAmerica assists businesses and governments in reducing utility costs through expert analysis of utility rate schedules. ProcureAmerica provides the City of Oxnard (City) with a no obligation or cost offer to survey utility tariff rates for our gas and electricity accounts in order to identify cost reduction opportunities and overall expense transparency. Furthermore, ProcureAmerica has specific expertise in other areas of expenditure across the City including telecommunications, trash and waste, shipping and logistics and document management. Staff contacted other cities and counties where ProcureAmerica had performed utility analysis, and based on its success, decided to request Council’s authorization to move forward.

In order to achieve any utility savings, ProcureAmerica will need to review and implement applicable California Public Utilities Commissions (CPUC) decisions and rate structures with Southern California Edison (SCE) identified in the Utilities Savings Review. ProcureAmerica's utility Tariff Rate Optimization Study (TROS®) includes analysis of the City’s electric, natural gas, and solar accounts. ProcureAmerica's Utility Division is unique and highly specialized as the work focuses primarily on a legal review of tariff rates and tax structures. Its firm does not operate within the utility conservation space (behavioral, technology, operations) and concentrates solely on TROS® analysis where it conducts a forensic legal review of the CPUC rulings, interpretations and regulations, as those rulings apply to commercial and governmental tariff rate assignments. Further, its firm has deep experience in municipal tax code applications and apply this expertise to our North American Industry Classification (NAICS) designations in search of exemptions and cost mitigation opportunities.

This negotiation process with SCE requires industry expertise, which staff does not have, to achieve maximum savings.

ProcureAmerica has a proven track record for success serving local governments with hundreds of thousands of dollars in savings identified and received. Clients such as the City of Dana Point, City of San Clemente, the City of Irvine, and the County of Orange have all received benefits from ProcureAmerica’s services.

Scope of Services

ProcureAmerica will perform an analysis of all current costs and rates for the areas identified above, and present a list of potential savings to City staff. Following this initial analysis the City will make the necessary determination as to whether to proceed with the recommendations and realize any savings identified. Given the nature of this agreement, the exact 390
savings (and therefore cost) is unknown until the analysis is completed. The terms of the agreement state that ProcureAmerica will assist the City to identify, and then negotiate more favorable rates resulting in reduced costs to the City, for which they would be compensated at 30% of the resulting savings for a period not to exceed five years.

ProcureAmerica will commence its analysis with a review of the costs paid by the City for utility services, and progress through the other areas of expenditure such as telecommunications in coordination with key departmental staff responsible for the management of those costs. In the unlikely event that the initial analysis fails to identify any opportunities to save the City money, staff would recommend no further action from the City or ProcureAmerica resulting in no cost to the City.

In 2020, ProcureAmerica negotiated a contract with the County of Orange including “piggyback” provisions that enable the City to enter into an agreement with the same scope and terms for the same compensation, in compliance with the City’s Purchasing Policies. The contract with the County of Orange was the result of a competitive request for proposal process, and the contract is still in operation between those two parties.

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.

FINANCIAL IMPACT

The financial impact is unknown at this time. The City is not required to provide any upfront payment to ProcureAmerica.

Should the initial evaluation identify savings, and staff determine it in the best interest of the City to negotiate new rates, any benefits will be credited to the fund(s) in which they relate, in the fiscal year that they are realized, along with the pro rata share of the project costs incurred to realize those savings. This will ensure that each separate fund receives its appropriate and equitable share of the benefits and costs related to this agreement. ProcureAmerica’s fee will amount to 30% of the savings calculated for the City. If savings are identified, the remaining 70% would return to the City's reserves. After the initial contract term, 100% of the savings will be retained by the City.

COMMITTEE OUTCOME

The Finance and Governance Committee approved 3-0 on June 27, 2023, to approve the staff recommendation and to forward the item for Council approval.

Prepared by: Mark Sewell, Assistant Chief Financial Officer

ATTACHMENTS

1. ProcureAmerica Agreement 32400009

2. ProcureAmerica Agreement Presentation

3. ProcureAmerica Agreement Presentation

391
392
393
Agreement No. ______ _

7. Acceptance of Payment. Consultant's acceptance of final payment made pursuant to this Agreement shall constitute a release of City from all claims and liabilities for compensation to Consultant for anything completed, finished or relating to the Services. City's payment shall not constitute nor be deemed a release of the responsibility and liability of Consultant for the accuracy and competency of the information provided and/or the Services performed hereunder, nor shall such payment be deemed to be an assumption of responsibility or liability by City for any defect or error in the Services performed by Consultant and its employees, agents and subcontractors. Consultant shall provide City with a completed Request for Taxpayer Identification Number and Certification, as issued by the Internal Revenue Service. If any sales tax is due for the Services performed by Consultant or materials or products provided to City by Consultant, Consultant shall pay the sales tax. City shall not reimburse Consultant for sales taxes paid by Consultant.

8. Non-Appropriation of Funds. Payments to be made to Consultant by City for the Services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted and unencumbered appropriation of City. In the event City does not appropriate sufficient funds for payment of the Services beyond the current fiscal year, this Agreement shall cover payment for the Services only up to the conclusion of the last fiscal year in which City appropriated sufficient funds and shall automatically terminate at that fiscal year's conclusion.

9. Coordination of Services. The Services shall be coordinated with the person in the position listed in "(7) City's Project Manager" on the Cover Page, subject to the direction of the City Manager and Department Director. Consultant hereby designates the person in the position listed in "(8) Consultant's Project Manager" on the Cover Page as the person responsible for the Services who shall coordinate with City's Project Manager in making binding decisions in line with this Agreement on behalf of Consultant.

Consultant may associate with or employ associates or subcontractors in the performance of the Services, but at all times shall Vendor be resp onsible for its associates and subcontractors' labor, advice or materials provided in furtherance of providing the Services. Should any of Consultant's employees, assigns or subcontractors not conduct him- or herself appropriately, as determined by the City's Project Manager, in the process of providing the Services or any portion thereof, the City's Project Manager may notify the Consultant's Project Manager, who shall immediately handle the problem, as determined appropriate by him or her, such that the problem does not persist.

11. Additional Work. City may request additional specified work under this Agreement as may be needed to perform or complete the items identified in the Scope of Work identified herein as Exhibit A. The City's Project Manager must authorize all such

Page 2 ends

AGREEMENT FOR PROFESSIONAL SERVICES (V-01/29/21)
394
Agreement No. ------
work in writing before commencement. Consultant shall perform such work, and City shall pay for such additional work, in accordance with Rates and Costs Exhibit. Should the work not fall under any such listed rate or cost, Consultant shall submit a quote for all additional work, which the City's Project Manager must approve in writing before any such work may commence. The City shall compensate Consultant for any work that does not fall under a rate or cost listed in the Rates and Costs Exhibit, and for which Consultant did not obtain the City's Project Manager's written approval before work commenced, as determined by the City's Project Manager in his or her sole discretion.

12. Audit. City shall have the option of inspecting, auditing and/or reproducing all records and other written materials used by Consultant in preparing its billings to City as a condition precedent to any payment to Consultant. Consultant will promptly furnish all documents requested by City. Additionally, if this Agreement is in excess of $10,000, the State Auditor may examine and audit Consultant for a period of 3 years after final payment under the Agreement. Regardless of whether a State audit is permitted, Consultant shall maintain and preserve all such records for a period of at least 3 years after final payment under the Agreement. Consultant shall include a copy of this Section 12 in all contracts with its subcontractors, and Consultant shall be responsible for immediately obtaining those records or other written material from its subcontractors upon a request by the State Auditor and/or City.

13. Termination. City may terminate this Agreement at any time, with or without cause and without penalty, upon 15 days prior written notice. Such termination shall be effective on the date specified in the notice, or if no date is specified, then 10 calendar days from the date of delivery or mailing of such notice. Consultant may terminate this Agreement at any time, with or without cause and without penalty, upon 30 days prior written notice. Such termination shall be effective on the date specified in the notice, or if no date is specified, then 10 calendar days from the date of delivery or mailing of such notice and only if all assignments accepted by Consultant have been completed before the date of termination. In the event of termination of this Agreement by either party due to no fault or failure of performance by Consultant, City shall pay Consultant compensation for all Services satisfactorily completed in accordance with all of the terms and provisions of this Agreement, as determined by the City, before the effective date of termination; provided, in no event shall the Consultant receive an amount exceeding that which would have been paid to Consultant for the full performance of the Services.

14. Hold Harmless, Defense and Indemnity.

If Consultant provides any architectural, landscape architectural, engineering or land surveying
("design professional") services, to the maximum extent permitted by law, Consultant
shall hold harmless, defend, and indemnify City, its legislative and advisory bodies, and the City's officials, directors, officers, employees, and agents (collectively, "lndemnitees") from and against any and all claims, demands, causes of action, damages, injuries, liabilities, losses, penalties, fines, judgments, costs or expenses, including reimbursement of attorneys' fees, court costs and costs of alternative dispute resolution, including but not limited to those relating to death or injury to any person and injury to any

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AGREEMENT FOR PROFESSIONAL SERVICES (V-01/29/21)
395
Agreement No. ____ _
property (collectively, "Claims"), to the extent that the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant or of any of its officers, employees, subcontractors or agents in the performance of the Agreement or in the failure to comply with any of the obligations contained in this Agreement. Consultant's obligation to defend is a separate and distinct obligation from Consultant's duty to indemnify and applies through final judgment, including exhaustion of any appeals.

Consultant shall be obligated to defend lndemnitees in all legal, equitable, administrative, or special proceedings, with counsel approved by the City Attorney, to the extent required herein immediately upon tender to Consultant of the Claim in any form or at any stage of an action or proceeding. The defense obligation includes the obligation to provide independent defense counsel if Consultant asserts that the liabi lity is caused in whole or in part by the negligence or willful misconduct of any of the lndemnitees.

If Consultant provides no design professional services, to the maximum extent permitted by law, Consultant shall hold harmless, defend and indemnify the lndemnitees from and against any and all Claims, which arise out of, pertain to, or relate to the performance of this Agreement, or the failure to comply with any of the obligations contained in this Agreement, by Consultant or of any of its officials, directors, officers, employees, subcontractors, or agents. Consultant's obligation to defend is a separate and distinct obligation from Consultant's duty to indemnify and applies through final judgment, including exhaustion of any appeals. Consultant shall be obligated to defend lndemnitees in all legal, equitable, administrative, or special proceedings, with counsel approved by the City Attorney, immediately upon tender to Consultant of the Claim in any form or at any stage of an action or proceeding. The defense obligation includes the obligation to provide independent defense counsel if Consultant asserts that the liability is caused in whole or in part by the negligence or willful misconduct of any of the lndemnitees. a. The review, acceptance or approval of Consultant's work or work product by any of the lndemnitees shall not affect, relieve or reduce Consultant's indemnification or defense obligations. This Section 14 shall survive completion of the Services or termination of this Agreement. The provisions of this Section 14 shall not be restricted by and does not affect the provisions of this Agreement relating to insurance. b. City of Oxnard agrees to hold harmless County of Orange from all claims, demands actions or causes of actions of every kind resulting directly or indirectly, arising out of,or in connection with the use of Contract RCA-017-190110018 between County of Orange and Procure America. Contract RCA-017-190110018 was result of RFP, is current,
and includes the same scope of work as this agreement, and as such has been utilized as a Cooperative Agreement.

15. Insurance. Consultant shall obtain and maintain during the performance of any services
under this Agreement the insurance coverages listed within the insurance document stated in "(9) Insurance Coverage" on the Cover Page and in the Insurance Exhibit, which is attached hereto and incorporated herein by this reference, unless the City's Risk Manager waives, in writing, the requirement that Consultant obtain and maintain such insurance coverages. Consultant shall, before performance of any

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AG REEM ENT FOR PROFESSIONAL SERVICES (V-01/29/21)
396
Agreement No. ______ _
Services, file with the City's Risk Manager evidence of insurance coverage as specified in "(9) Insurance Coverage" on the Cover Page and in the Insurance Exhibit. Maintenance of insurance coverages by Consultant is a material element of this Agreement.

Consultant's failure to maintain or renew insurance coverages or to provide renewal evidence, and any lapse in insurance coverage, may be considered a material breach of this Agreement.

16. Documents and Materials.
a. All final computations, exhibits, files, plans, correspondence, reports, drawings, designs, data, photographs, specifications, information, images, video files, media, or other deliverables prepared, created, drawn, calculated, photographed or developed by Consultant pursuant to this Agreement ("Documents and Materials") shall be the City's property without restriction or limitation upon its use, duplication or dissemination. All Documents and Materials shall be considered "works made for hire," and all Documents and Materials and any and all intellectual property rights arising from their creation, including, but not limited to, all copyrights and other proprietary rights, shall be and remain the property of the City without restriction or limitation upon their use, duplication or dissemination by the City. Consultant shall not obtain or attempt to obtain copyright protection as to any Documents and Materials. Consultant hereby assigns to the City all ownership and any and all intellectual property rights to the Documents and Materials that are not otherwise vested in the City pursuant to this Section 16. b. Consultant shall deliver all Documents and Materials to City's Project Manager upon completion of the Services or termination of this Agreement without additional cost or expense to the City. Additionally, anytime at City's request, City shall be entitled to possession of, and Consultant shall furnish to City's Project Manager within 10 calendar days, any or all of the Documents and Materials without additional cost or expense to the City. In both situations, if Consultant prepares Documents and Materials on a computer, Consultant shall provide City with said Documents and Materials both in a printed format and in an electronic format that is acceptable to the City. Consultant may retain copies of these Documents and Materials but must request permission from the City before use, duplication or dissemination of these Documents and Materials for any purpose other than for the Services provided to the City pursuant to this Agreement. c. Any substantive modification of the Documents and Materials by City staff or any use of the completed Documents and Materials for other City projects, or any use of incomplete Documents and Materials, without the written consent of Consultant, shall be at City's sole risk and without liability or legal exposure to Consultant. d. Consultant warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality, thing or component as to which any intellectual property right exists, including computer software, used in the rendering of the Services and the production of all Documents and Materials, and that the City has full legal title to and the right to use, duplicate or disseminate the Documents and Materials. Consultant shall defend, indemnify and hold lndemnitees harmless from any

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AGREEMENT FOR PROFESSIONAL SERVICES (V-01/29/21)
397
Agreement No. -----
loss, claim or liability in any way related to a claim that City's use of any of the Documents and Materials is violating federal, state or local laws, any contractual provisions, or any laws relating to trade names, licenses, franchises, copyrights, patents or other means of protecting intellectual property rights and/or interests in products or inventions.

Consultant shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, equipment, devices or processes in connection with its provision of the services and Documents and Materials. In the event the use of any of the Documents and Materials by the City is held to constitute an infringement and the use of any of the same is enjoined, Consultant, at its own expense, shall: secure for City the right to continue using the Documents and Materials by suspension of any injunction, or by procuring a license or licenses for City; or modify the Documents and Materials so that they become non-infringing while remaining in compliance with the requirements of this Agreement.
e. This Section 16 shall survive the termination of this Agreement.

17. Confidentiality of Information.
a. For the purposes of this Agreement, "Confidential Information" means all information, in whatever form transmitted, relating to the past, present or future business affairs of the City, including without limitation, (i) technical information, including patent, copyright, trade secret, and other proprietary information, techniques, sketches, drawings, models, inventions, processes, apparatus, equipment, algorithms, software programs, software source documents, and formulas; or (ii) non-technical information, including without limitation finances, financial and accounting data and information, suppliers, customers, customer lists, purchasing data and any other information belonging to the City or to a third party whose information is in the City's possession or control under obligations of confidentiality, and which is disclosed to Consultant or is developed by Consultant in whole or in part at the City's expense. b. All Documents and Materials shall be considered Confidential Information and shall not be reproduced, transmitted, disclosed or used by the Consultant without the written consent of the City, except as may be necessary for Consultant to fulfill its obligations to the City.
c. Notwithstanding the above, these limitations shall not apply to information that (i) is already known to Consultant at the time of that information's disclosure or becomes publicly known through no wrongful act or omission of Consultant, (ii) is communicated to a third party with the express written consent of City and is not subject to restrictions on further use or disclosure, (iii) is independently developed by Consultant and has no relation to this Agreement, or (iv) is required by law, court order, court-issued subpoena or other legal process to be disclosed; provided, however, that before making such disclosure, Consultant shall immediately provide City with written notice and a reasonable opportunity for City to object to the disclosure or to take action to maintain the confidentiality of the information, unless such prior disclosure is legally impermissible.

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AGREEMENT FOR PROFESSIONAL SERVICES (Y-01/29/21)
398
Agreement No. -------
d. Consultant shall use reasonable care to protect the Confid ential Information. In the event of a breach or threatened breach of this Agreement, City shall be entitled to obtain an injunction prohibiting any such breach, the costs of which shall be paid by Consultant. Any relief granted shall be in addition to and not in lieu of any other legal or equitable relief, including money damages. The parties acknowledge that Confidential Information is valuable and unique and that disclosure of the Confidential Information in breach of this Agreement may result in irreparable injury to the City. e. Other than an obligation upon the City to deal in good faith, the City makes no warranties and shall bear no liability or responsibility for errors or omissions in any Confidential Information disclosed under this Agreement or for any business decisions made by Consultant in reliance on any Confidential Information disclosed under this Agreement.
f. This Section 17 shall survive the termination of this Agreement.

18. Independent Contractor. Consultant is and shall at all times remain, as to City, a wholly independent contractor. Neither City nor any of its employees or agents shall have control over the conduct of Consultant or any of its employees, except as stated in this Agreement. Consultant has and shall retain the right to exercise full control over the employment, direction, means of performance, location, compensation and discharge of all persons assisting Consultant, and it is free to dispose of all portions of its time which it is not obligated to devote to City in such a manner and to such persons, firms, or corporations as Consultant wishes except as expressly provided in this Agreement. This Agreement shall not be interpreted to prevent or preclude Consultant from rendering any services for Consultant's own account or to any other person or entity as Consultant in its sole discretion shall determine; provided, however, that performing such services shall not materially interfere with the Services Consultant shall perform for the City. Except as City's Project Manager specifies in writing, Consultant and its employees and agents have no authority, express or implied, to act on behalf of City in any capacity, to incur any debt, obligation or liability on behalf of City, bind City in any manner, or otherwise act on behalf of City as an agent. Consultant and its employees are not employees of City. Consultant and its employees are not entitled to receive from City any of the benefits or rights afforded employees of City, including but not limited to reserve leave, sick leave, vacation leave, holiday leave, compensatory leave, Public Employees Retirement System benefits, and health, life, dental, long-term disability and workers' compensation insurance benefits. Consultant shall not, at any time or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of City. Consultant agrees to pay all required taxes on amounts paid to Consultant under this Agreement, and to indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant shall be solely responsible for, and shall save City harmless from, all matters relating to the payment of Consultant's subcontractors, material suppliers, directors, officers, employees, agents and representatives, including compliance with social security requirements, federal and State income tax withholding, and all other regulat ions governing employer-employee relations, as applicable. City shall

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AG REEM ENT rQR PROl"'ESSIONAL SERVICES (Y-01/29/21)
399
Agreement No. -------
have the right to offset against the amount of any compensation due to Consultant under this Agreement any amount due to City from Consultant as a result of its failure to promptly pay to City any reimbursement or indemnification arising under this Section 18.

19. Nondiscriminatory Employment. Consultant shall not unlawfully discriminate against any individual based on race, color, religion or religious creed, national origin, ancestry, ethnic group identification, primary language, physical disability, mental disability, medical condition, genetic information, marital status, gender, gender identity, gender expression, sex, sexual orientation, age, immigration status, citizenship or military and veteran status. Consultant understands and agrees that it is bound by and will comply with all legal nondiscrimination mandates. For every subcontractor who will perform Services, Consultant shall be responsible for such subcontractor's compliance with this Section 19.

20. Consultant's Representations. Consultant represents, covenants and guarantees that: a) Consultant is licensed, qualified, and capable of furnishing the labor, materials, and expertise necessary to perform the Services in accordance with the terms and conditions set forth in this Agreement; b) there are no obligations, commitments, or impediments of any kind that will limit or prevent Consultant's full performance under this Agreement; c) to the extent required by the standard of practice, Consultant has investigated and considered the scope of Services performed, has carefully considered how the Services should be performed, and understands the facilities, difficulties and restrictions attending performance of the Services under this Agreement.

21. Compliance with Laws. In performing the Services under this Agreement, Consultant shall comply with all applicable laws, ordinances and regulations. Before providing any Services under this Agreement, Consultant shall, at its own expense, obtain and maintain all required certificates, licenses and permits, including a City business tax certificate.

22. Conflict of Interest. If, in performing the Services set forth in this Agreement, Consultant makes, or participates in, a "governmental decision" as described in Title 2, Section 18704 of the California Code of Regulations, or performs the same or substantially all the same duties for City that would otherwise be performed by a City employee holding a position specified in City's conflict of interest code, Consultant shall be subject to City's conflict of interest code, the requirements of which include the filing of one or more statements of economic interests disclosing the relevant financial interests of Consultant's personnel providing the Services set forth in this Agreement. Furthermore, Consultant shall not to accept any employment or representation during the term of this Agreement or within 12 months after completion of the Services which is or may likely make Consultant "financially interested," as provided in California Government Code Sections 1090 and 87100, in any decisions made by City on any matter in connection with which Consultant has been retained pursuant to this Agreement.

23. Fictitious Name. If Consultant has a fictitious name, Consultant shall submit to City a new Fictitious Business Name Statement approved by any California county before

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AG REEM ENT FOR PROf'ESSIONAL SERVICES (V-01/29/21)
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Agreement No. -------
Consultant's prior Fictitious Business Name Statement expires if such expiration may occur during the term of this Agreement, including any term amendment.

24. Non-Assignability. This Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's personnel's unique competence, experience and specialized personal knowledge. Consultant shall not assign or transfer any interest in this Agreement or any part thereof, whether by assignment or novation, without City's prior written consent, which may be withheld for any reason or for no reason at all. Any purported assignment without written consent shall be null, void, and of no effect, and Consultant shall hold harmless, defend and indemnify lndemnitees from and against all Claims arising from or relating to any unauthorized assignment.

25. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators, successors and assigns of Consultant.

26. Applicable Law; Venue. The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of California, excluding California's choice of law rules. Venue for any such action relating to the Agreement shall be in the Ventura County Superior Court.

27. Titles. The titles used in this Agreement are for convenience only and shall in no way define, limit or describe the scope or intent of this Agreement or any part of it.

30. Binding Agreement. The parties do not intend this Agreement to be binding upon them and shall not be held liable to its terms until it is fully executed by all required signers.

31. Integration; Amendment. This Agreement, including any other documents incorporated herein by specific reference, constitutes the entire and integrated agreement of City and Consultant regarding the subject matter described herein. This Agreement supersedes all prior oral or written communications, negotiations, representations, agreements and promises. This Agreement may not be modified or amended, nor any provision or breach waived, except in a writing, signed by both parties, that expressly refers to this Agreement.

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AGREEMENT FOR PROf'ESSIONAL SERVICES (Y-01/29/21)
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Agreement No. ______ _

33. No Waiver. Waiver by either party of any one or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement. In no event shall the making by City of any payment to Consultant constitute or be construed as a waiver by City of any breach of covenant, or any default that may then exist on the part of Consultant, and the making of any such payment by City shall in no way impair or prejudice any right or remedy available to City with regard to such breach or default.

34. Attorneys' Fees. The prevailing party shall be entitled to recover reasonable costs, attorneys' fees (including the reasonable value of the services rendered by the City Attorney's Office) and expenses, including investigation fees and expert witness fees, in addition to any other relief to which that party may be entitled, in any legal action or other proceeding, including an action for declaratory relief, for the enforcement of this Agreement or because of an alleged dispute, breach, default or misrepresentation in connection with this Agreement.

35. Notice. Except as otherwise required by law, a notice or communication authorized or required by this Agreement shall be in writing and shall be deemed received-on (a) the day of delivery if delivered by hand or overnight courier service during City's regular business hours or (b) the third business day following deposit in the United States mail, postage prepaid-to the addresses listed as "(10) Addresses for Notice" on the Cover Page or at such other address as one party may notify the other in writing.

36. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which, when taken together, shall be deemed to be one and the same agreement. A signed copy of this Agreement transmitted by email to Project Managers' emails listed in "( 11) Contact Emails" on the Cover Page or by other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Agreement for all purposes.

37. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. [Signatures on next page]

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AGREEMENT FOR PROFESSIONAL SERVICES (V-01/29/21)
402
Agreement No. _____ _
IN WITNESS WHEREOF, the parties hereto have executed the Agreement on the date that is written as "(1) Agreement Start Date" on the Cover Page.

CITY OF OXNARD
John Zaragoza, 1
Mayor
ATTEST:

Rose Chaparro, CITY Clerk Date
(only if Mayor authorizes)
APPROVED AS TO FORM:

Stephen M. Fischer, CITY
Attorney (always required
Date
PROCUREAMERICA, INC.

I The City Council must autl1orize any agreement over $200,000 annually. The City Manager may authorize any agreement over $100,000 up to $200,000 annually. The Purchasing Agent may autl1orize any agreement up to $100,000 annually. All agreements shall be executed by the Purchasing Agent. 2 The City requires the following for any contract:
o For a corporation, t11e signatures of the Board President, CEO or Vice President and of the Board Secretary, Assistant Secretary, CFO or Assistant Treasurer;
o For an LLC, the signatures of at least two managers of the LLC (company directors, not lower-level managers); or
o 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 tlie 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.

Page 11 of 11 ends

AO REEM ENT FOR PROFESS ION AL SER VICES (V-0 t /29f21) 403
404
405
406
407
408
409
410
411
Agreement with ProcureAmerica, Inc.
to provide Cost Reduction Services.

Finance and Governance Committee Meeting

Mark Sewell, Assistant Chief Financial Officer
June 27, 2023
412
That the Finance and Governance Committee recommend to City Council that they award Agreement number 32400009 to
ProcureAmerica, Inc. for a five and a half year term to provide Cost Reduction Services for the City of Oxnard.

RECOMMENDATION 2
413
• Procu reAm erica, Inc. assist g overnmental ag encies to reduce costs of various utilities, commodities and services throug h analysis of rate schedules and forensic reviews of C ity ag reements for many areas of expenditure.
• T his ag reement enables Procu reAm erica to review the C ity’s agr eements with utility companies and other vendor s in or der to identify any ar eas of potential savings.
• Many of these ag reements require specialized knowledg e and leg al review that the C ity does not currently have on staff. • Any potential saving s will be presented to Staff and the C ity determines whether to implement any recommended actions as pr oposed by Procu reAm erica.

COST REDUCTION SERVICES
3 414
• C ity utilizing the “pi ggy bac k” provisions included in a 2020 agr eement with the C ounty of O r ange and Procu reAm erica, Inc.
• T his ag reement was the result of a competitive request for proposals (RFP) process to which Procu reAm erica were the selected vendor.
• U s i ng “pi ggy bac k” provisions is an efficient and effective way to ensure best value, without the time and expense of running a full RFP process at the C ity.
• References from current clients are positive with some sig nificant saving s identified and being delivered as a result of the same services under consideration with this ag reement with the C ity of O xnar d.

PROCURE AMERICA, INC. 4
415
• Subject to the C ity’s requests, Procu re Am erica will review the following ar eas of expenditur e and identify potential savings. In addition Procu re Am erica will assist the C ity with any negotiations or changes necessar y to r ealize those savings. • Utilities
• T elecommunications
• W aste and R ecycling
• D ocument Management
• Shipping and Log istics
• Procu re Am erica will conduct an audit of invoices, and cr eate a strateg ic plan of how the C ity can realize reduced costs thr ough r ates.
• Procu re Am erica clients include C ounty of O r ange and cities of Ir vine, San C lemente and D ana Point.

AREAS OF FOCUS 5
416
• T he ag reement is a cost share ag reement whereby
Procu reAm erica receive 30% of all pr oven savings that they identify, and help the C ity realize.
• T hese saving s are calculated on the price variance only. • Any saving purely due to reduced consumption, does not yield a payment to Procu reAm erica.
• Procu reAm erica will analyze cost categor ies based on C ity prioritization and make recommendations for saving s.
• C ity can choose to accept or reject recommendations. • Anticipated that most analysis will be complete by D ecember 2023, and saving s start to be realized in Fiscal Year 2023-24.

COMPENSATION 6
417
• Staff will review all recommendations for cost reductions and tra ck p erf orm a n ce.
• Saving s will be credited to the fund that incurs the reduced expenditur e, along with its pr o-r ated shar e of the compensation to Procu reAm erica.
• Each fund will r eceive 70% of the savings dur ing the ter m of the ag reement.
• 100% of saving s made beyond the term of this ag reement will belong to the C ity.

SAVIN G S 7
418
That the Finance and Governance Committee recommend to City Council that they award Agreement number 32400009 to
ProcureAmerica, Inc. for a five and a half year term to provide Cost Reduction Services for the City of Oxnard.

RECOMMENDATION 8
419
420
Agreement with ProcureAmerica, Inc.
to provide Cost Reduction Services.

Finance and Governance Committee Meeting

Mark Sewell, Assistant Chief Financial Officer
June 27, 2023
421
That the Finance and Governance Committee recommend to City Council that they award Agreement number 32400009 to
ProcureAmerica, Inc. for a five and a half year term to provide Cost Reduction Services for the City of Oxnard.

RECOMMENDATION 2
422
• Procu reAm erica, Inc. assist g overnmental ag encies to reduce costs of various utilities, commodities and services throug h analysis of rate schedules and forensic reviews of C ity ag reements for many areas of expenditure.
• T his ag reement enables Procu reAm erica to review the C ity’s agr eements with utility companies and other vendor s in or der to identify any ar eas of potential savings.
• Many of these ag reements require specialized knowledg e and leg al review that the C ity does not currently have on staff. • Any potential saving s will be presented to Staff and the C ity determines whether to implement any recommended actions as pr oposed by Procu reAm erica.

COST REDUCTION SERVICES
3 423
• C ity utilizing the “pi ggy bac k” provisions included in a 2020 agr eement with the C ounty of O r ange and Procu reAm erica, Inc.
• T his ag reement was the result of a competitive request for proposals (RFP) process to which Procu reAm erica were the selected vendor.
• U s i ng “pi ggy bac k” provisions is an efficient and effective way to ensure best value, without the time and expense of running a full RFP process at the C ity.
• References from current clients are positive with some sig nificant saving s identified and being delivered as a result of the same services under consideration with this ag reement with the C ity of O xnar d.

PROCURE AMERICA, INC. 4
424
• Subject to the C ity’s requests, Procu reAm erica will review the following ar eas of expenditur e and identify potential savings. In addition Procu reAm erica will assist the C ity with any negotiations or changes necessar y to r ealize those savings. • Utilities
• T elecommunications
• W aste and R ecycling
• D ocument Management
• Shipping and Log istics
• Procu reAm erica will conduct an audit of invoices, and cr eate a strateg ic plan of how the C ity can realize reduced costs thr ough r ates.
• Procu reAm erica clients include C ounty of O r ange and cities of Ir vine, San C lemente and D ana Point.

AREAS OF FOCUS 5
425
• T he ag reement is a cost share ag reement whereby
Procu reAm erica receive 30% of all pr oven savings that they identify, and help the C ity realize.
• T hese saving s are calculated on the price variance only. • Any saving purely due to reduced consumption, does not yield a payment to Procu reAm erica.
• Procu reAm erica will analyze cost categor ies based on C ity prioritization and make recommendations for saving s.
• C ity can choose to accept or reject recommendations. • Anticipated that most analysis will be complete by D ecember 2023, and saving s start to be realized in Fiscal Year 2023-24.

COMPENSATION 6
426
• Staff will review all recommendations for cost reductions and tra ck p erf orm a n ce.
• Saving s will be credited to the fund that incurs the reduced expenditur e, along with its pr o-r ated shar e of the compensation to Procu reAm erica.
• Each fund will r eceive 70% of the savings dur ing the ter m of the ag reement.
• 100% of saving s made beyond the term of this ag reement will belong to the C ity.

SAVIN G S 7
427
That the Finance and Governance Committee recommend to City Council that they award Agreement number 32400009 to
ProcureAmerica, Inc. for a five and a half year term to provide Cost Reduction Services for the City of Oxnard.

RECOMMENDATION 8
428
429

Oxnard City CouncilJuly 18, 2023

Oxnard City Council
July 18, 2023