Agenda packet — Public Works & Transportation Committee, November 28, 2023 (part 1 of 2)

Written materials relating to an item on this agenda that are distributed to the legislative bodies within 72 hours before the item is to be considered at its regularly scheduled meeting will be made available for public inspection at the City Clerk’s Office, 300 West Third Street 4th Floor during customary business hours. Agenda reports are also on the City of Oxnard web site at www.oxnard.org.

In compliance with the Americans with Disabilities Act, if you require special assistance to participate in a meeting, please contact the City Clerk’s Office at 385-7803. Notice at least 72 hours prior to the meeting will enable the City to reasonably arrange for your accessibility to the meeting.

Agenda Item Time Estimates include: (Minutes for Presentation + Council Discussion + Public Comment)

AGENDA

OXNARD CITY COUNCIL

PUBLIC WORKS AND TRANSPORTATION COMMITTEE
Council Chambers, 305 West Third Street
November 28, 2023
Regular Meeting - 8:30 to 10:00 PM

Zoom details to call-in for public comment during a meeting:

1. Dial Phone Number: (888) 475-4499

2. Enter Meeting ID: 811 5879 5543

3. Passcode: 299674

If you wish to speak during public comments or a particular item on the agenda, please sign-on by following the zoom call-in steps listed above. Once the presiding officer calls for public speakers, press *9 to raise your hand to inform the City Clerk you would like to speak during the public speaking section for that particular item on the agenda, while in the zoom waiting room. Press *6 when asked to unmute. Listen to the instructions provided virtually on the phone while on hold in the zoom waiting room. Please note that there is a slight time delay when viewing the meeting via television.

IN ACCORDANCE WITH ASSEMBLY BILL 2449, MEMBERS OF THE LEGISLATIVE BODY MAY MEET IN- PERSON OR REMOTELY. TO PARTICIPATE REMOTELY VISIT WWW.OXNARD.ORG.

To find out how you may provide public comment, please refer to the instructions below or at www.https://www.oxnard.org/city-meetings/.

The public may view the meeting from home on Spectrum channel 10, Frontier channel 35, or YouTube at Youtube.com/oxnardnews.

Video recordings of the meeting are typically available online following the meeting at the City’s website at www.oxnard.org/city- meetings.

*Please see the link for the Measure M pre-recorded presentation video for each item listed on this agenda.

YOU MAY PARTICIPATE IN THE MEETING IN THE FOLLOWING WAYS:

1. ATTEND THE MEETING AT THE LOCATION LISTED ABOVE: Submit a speaker card to the City Clerk.

2. EMAIL COMMENTS OR SIGN UP TO SPEAK REMOTELY BEFORE THE MEETING

a. Submit a request to speak remotely by no later than 3 p.m. on the day of the meeting by using the form available at www.oxnard.org/citymeetings.
b. Submit an email to [email protected] no later than 3 p.m. on the day of the meeting (indicate the agenda item number in the subject line). All email correspondence will be forwarded to the legislative body prior to the start of the meeting and made part of the legislative record.
c. Contact the City Clerk’s Office at (805) 385-7803 to submit your request.

3. PROVIDING PUBLIC COMMENTS REMOTELY DURING THE MEETING

1 OXNARD CITY COUNCIL: PUBLIC WORKS AND TRANSPORTATION COMMITTEE November 28, 2023 - Page 2

a. To provide public comment during the meeting dial (888) 475-4499 and enter the Meeting ID and Passcode listed above as the Zoom details for this meeting. When the presiding officer announces the particular item on the agenda you want to speak on, press *9 to raise your hand while in the zoom waiting room. Once called on, press *6 to unmute your phone.
b. Public comments on agenda items will be taken following the announcement of the item. After the item is announced, members of the public may register or otherwise be recognized for the purpose of providing public comment.

Please review the Zoom instructions on the registration page to help ensure there are no technical difficulties during your comments and help you understand public comment procedures using Zoom. Detailed participation instructions can be found at www.oxnard.org/city-meetings.

In the event of a disruption which prevents a legislative body of the City of Oxnard from broadcasting a meeting using a call-in option or internet- based service option, or in the event of a disruption within the City’s control which prevents members of the public from offering public comment using the call-in option or internet-based service option, the legislative body shall take no further action on items appearing on a meeting agenda until public access to the meeting via the call-in option or internet-based service option is restored. However, if any of the broadcast options are disrupted, but any of the other broadcast options is still available to the public, the legislative body may take further action on items appearing on a meeting agenda without waiting for the disrupted broadcast option(s) to be restored.

A. ROLL CALL, POSTING OF AGENDA, FLAG SALUTE
Consideration of Teleconference Participation pursuant to Assembly Bill 2449.

B. PUBLIC COMMENTS ON ITEMS NOT ON THE AGENDA

A person may address the legislative body only on matters not appearing on the agenda and within the subject matter jurisdiction of the legislative body. Speaker requests shall be submitted as set forth on the first page of this agenda. Speakers are limited to three minutes. After 30 minutes, if all speakers have not had the opportunity to speak, the remaining speakers will be given an opportunity to speak prior to adjournment of the meeting. The legislative body cannot enter into a detailed discussion or take action on any items presented during public comments at this time. Such items may only be referred to the City Manager/Executive Director/Secretary for administrative action or scheduled on a subsequent agenda for discussion. Persons wishing to speak on public hearing items should do so at the time of the hearing.

C. CONSENT AGENDA

1. City Clerk Department
SUBJECT: Approval of Minutes.

RECOMMENDATION: That the Public Works & Transportation Committee approve the minutes of the November 14, 2023, regular meeting as presented.

Contact: Dee Lai, (805) 385-8200
D. REPORTS

1. Public Works Department

SUBJECT: Agreement 32400196 with South Coast, LLC dba South Coast Emergency Vehicle Service for Maintenance, Inspection and Repair of Pierce Fire Apparatuses for the City’s Fire Department. (10 minutes)

RECOMMENDATION: That the Public Works and Transportation Committee recommend that the City Council approve and authorize the Mayor to execute an Agreement with South Coast, LLC dba South Coast Emergency Vehicle Service for a one-year term with the option to extend for four consecutive one-year periods for a maximum contract term of five years, and a total contract not-to- exceed amount over the entire possible contract term of $900,000 for the maintenance, inspection and repair of the City’s Fire Department Pierce fire apparatuses on an on-call/as needed basis.

Please click the following link to view the required Measure M pre-recorded presentation video:
2 OXNARD CITY COUNCIL: PUBLIC WORKS AND TRANSPORTATION COMMITTEE November 28, 2023 - Page 3

https://youtu.be/8LNW8EWyn0s
Contact: Michael Wolfe, (805) 385-8055

2. Public Works Department
SUBJECT: Agreement 32400247 with Quest National Holdings dba Quest National Security for Security Guard Services at Various City Locations. (10 minutes)

RECOMMENDATION: That the Public Works and Transportation Committee recommend that the City Council approve and authorize the Mayor to execute an Agreement with Quest National Holdings dba Quest National Security, for an initial term starting January 1, 2024, ending December 31, 2024, with the options to extend through December 31, 2028, and for a total contract not-to- exceed amount of $6,000,000 for security guard services at various City locations.

Please click the following link to view the required Measure M pre-recorded presentation video:
https://youtu.be/EGlo71a4-rI
Contact: Michael Wolfe, (805) 385-8055

3. Public Works Department
SUBJECT: Blanket Purchase Order with Flo-Systems Inc. for a Wastewater Effluent Pump and Right Angle Gear and Future Supplies. (10 minutes)

RECOMMENDATION: That the Public Works and Transportation Committee recommend that the City Council approve and authorize the Purchasing Agent to execute a Blanket Purchase Order with Flo-Systems Inc. in the amount of $400,000 for the purchase of pumps, angle gears and supplies for the Wastewater Division through June 30, 2024.

Please click the following link to view the required Measure M pre-recorded presentation video:
https://youtu.be/ughmh3DY8zI
Contact: Michael Wolfe, (805) 385-8055

4. Public Works Department
SUBJECT: Agreement 32400250 with NBS Government Finance Group for Special District Administrative, Professional, and Technical Services. (10 minutes)

RECOMMENDATION: That the Public Works and Transportation Committee recommend that the City Council approve and authorize the Mayor to execute the Agreement with NBS Government Finance Group for ongoing administrative, professional, and technical services for the Special Districts Division in the amount not to exceed $1,028,484 for the maximum five year term of the Agreement, with the initial agreement term of three years, ending December 31, 2027, after which the Agreement may be extended for two additional one-year terms with a fully extended final term ending on December 31, 2029.

Please click the following link to view the required Measure M pre-recorded presentation video:
https://youtu.be/xJCN_H6BNzk
Contact: Michael Wolfe, (805) 385-8055
E. ITEMS FOR FUTURE AGENDAS

F. ADJOURNMENT

3 PUBLIC WORKS AND TRANSPORTATION COMMITTEE

AGENDA REPORT

CONSENT AGENDA
AGENDA ITEM NO. C.1

DATE: November 28, 2023

TO: Public Works and Transportation Committee

FROM: Dee Lai, Assistant City Clerk, (805) 385-8200, [email protected]

SUBJECT: Approval of Minutes.

RECOMMENDATION

That the Public Works & Transportation Committee approve the minutes of the November 14, 2023, regular meeting as presented.

BACKGROUND

Approval of Minutes.

STRATEGIC PRIORITIES

This agenda item is a routine operational item.

FINANCIAL IMPACT

There is no financial impact.

Prepared by: Dee Lai, Assistant City Clerk

ATTACHMENTS

1. 11 14 2023 PW Minutes

4 MINUTES

OXNARD CITY COUNCIL

PUBLIC WORKS AND TRANSPORTATION COMMITTEE
Council Chambers, 305 West Third Street
Regular Meeting
November 14, 2023

A. ROLL CALL, POSTING OF AGENDA, FLAG SALUTE
At 8:31 p.m., Chair Perello called to order the regular meeting of the Oxnard City Council Public Works and Transportation Committee in the City Hall Council Chambers at 305 W. Third Street, Oxnard, California. Dee Lai, Assistant City Clerk called the roll and announced the posting of the agenda. Chair Perello, and Member Zaragoza, were present in person. Member Valenzuela Zavala was absent.

Consideration of Teleconference Participation pursuant to Assembly Bill 2449.

B. PUBLIC COMMENTS ON ITEMS NOT ON THE AGENDA
No public comments were received.

C. CONSENT AGENDA

1. City Clerk Department
SUBJECT: Approval of Minutes.

RECOMMENDATION: That the Public Works & Transportation Committee approve the minutes of the October 24, 2023, regular meeting as presented.

No public comments were received.

It was moved by Chair Perello, seconded by Member Zaragoza, to approve the information/consent item as presented. VOTE: Zaragoza, and Perello voted in favor; the motion passed 2-0. Member Valenzuela Zavala was absent.

D. REPORTS

1. Public Works Department
SUBJECT: Solid Waste (Refuse) Rates Discussion. (50 minutes)

RECOMMENDATION: That the Public Works and Transportation Committee recommend that the City Council provide comments and feedback on the goals, variable input, preliminary scenarios, and the process and timeline for solid waste rates.

At 9:59 p.m., the Public Works and Transportation Committee voted to continue the meeting past 10:00 p.m., and take action on the remainder of the items on the agenda.

It was moved by Chair Perello, seconded by Member Zaragoza, to approve the recommended action as presented. VOTE: Zaragoza, and Perello voted in favor; the motion passed 2-0. Member Valenzuela Zavala was absent.

Thierry Bouveri, Vice President of Raftelis, presented and was available to answer the committee’s questions.

Eric Zetz, Environmental Resources Manager, Javier Chagoyen-Lazaro, Interim Chief Financial Officer, and Michael Wolfe, Public Works Director, were also available to answer the committee’s questions. No public comments were received. Discussion ensued among the committee and staff.

5 OXNARD CITY COUNCIL: PUBLIC WORKS AND TRANSPORTATION COMMITTEE November 14, 2023 - Page 2

It was moved by Member Zaragoza, seconded by Chair Perello, to approve the recommended action as presented. VOTE: Zaragoza, and Perello voted in favor; the motion passed 2-0. Member Valenzuela Zavala was absent.

E. ITEMS FOR FUTURE AGENDAS
No requests were made.

F. ADJOURNMENT
There being no further business on the agenda, and without objection, Chair Perello adjourned the meeting at 10:43 p.m.

___________________________________ __________________________________ DEE LAI BERT E. PERELLO Assistant City Clerk Chair

6 PUBLIC WORKS AND TRANSPORTATION COMMITTEE

AGENDA REPORT

REPORTS
AGENDA ITEM NO. D.1

DATE: November 28, 2023

TO: Public Works and Transportation Committee

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

RECOMMENDATION

That the Public Works and Transportation Committee recommend that the City Council approve and authorize the Mayor to execute an Agreement with South Coast, LLC dba South Coast Emergency Vehicle Service for a one-year term with the option to extend for four consecutive one-year periods for a maximum contract term of five years, and a total contract not-to-exceed amount over the entire possible contract term of $900,000 for the maintenance, inspection and repair of the City’s Fire Department Pierce fire apparatuses on an on-call/as needed basis.

Please click the following link to view the required Measure M pre-recorded presentation video:
https://youtu.be/8LNW8EWyn0s

BACKGROUND

The Fleet Services Division of the Public Works Department performs maintenance and repairs on the Fire Department’s trucks and equipment. Fifteen of these are Pierce fire apparatuses. Although the Fleet Division performs the majority of the maintenance on these vehicles, Fleet Services requires a vendor to provide as- needed repairs and overflow maintenance to minimize downtime of these critical emergency vehicles.

The City of Oxnard Fire Department has standardized its emergency apparatus fleet with Pierce equipment.

South Coast Emergency Vehicle Service, located in Ontario, CA, is the exclusive Pierce dealership for parts, service and support for the Southern California Region. Fleet Services has been using South Coast Emergency Vehicle Service for over 18 years. Any aerial certifications, major pump rebuilds or warranties are performed by authorized dealers; therefore, it is necessary to obtain warranty, repairs and OEM parts from South Coast Emergency Vehicle Service.

DISCUSSION

South Coast Emergency Vehicle Service is the only maintenance and repair shop in southern california authorized by Pierce. City Purchasing Policy allows for the City to enter into agreements with vendors without competitive bidding when there is only a single source available to provide the required products and/or services. Having access to the authorized repair shop with access to OEM parts ensures maintenance can be performed in an efficient manner and warranty services can be obtained.

7 The Fire Department operates 24 hours a day, seven days a week providing a full range of emergency and non- emergency services to the community. These fire apparatuses must be operable and ready to respond at a moment’s notice to emergency situations.

The Pierce fire apparatuses are extremely complex with several mechanical, electrical, and hydraulic systems.

In order to keep them in reliable condition, maintenance service must be completed as scheduled with minimal downtime. In order to keep up with the maintenance and repairs, Fleet Services at times will require some of these services and repairs to be performed by South Coast Emergency Vehicle Service under the direction of Fleet Services. Most of the services will be provided at South Coast Emergency Vehicle Service’s facilities. However, there may be an occasion when minor services, warranties or recalls are performed by the vendor on City property.

South Coast Emergency Vehicle Service is located in Ontario, CA and meets all required City contractual provisions including possession of a City business tax certificate, insurance certificates and corporate filing with the California Secretary of State. Based upon the available information and research performed to date, staff believes the vendor is capable of satisfactorily completing the services in this Agreement. Thus, staff recommends that the City Council award this Agreement to South Coast, LLC dba South Coast Emergency Vehicle Service.

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

The total cost for this agreement with South Coast, LLC shall not exceed $900,000 through December 19, 2028, if extended. Funding will begin in Fiscal Year 2023-24 and there are sufficient funds in the Fleet Services Fund (741) in the City Council-approved FY 2023-24 operating budget. Subsequent fiscal year funding will be requested in the annual budget process.

Estimated Spending Plan for South Coast,
LLC
Account
Number
FY 2023-24
8 months
FY 2024-25
12 months
FY 2025-
26 12
months
FY 2026-27
12 months
FY 2027-28
12 months
FY 2028-29
4 months TOTAL
7413750-
55030
$35,000 $90,000 $90,000 $90,000 $90,000 $55,000 $450,000 7413750-
52110
$35,000 $90,000 $90,000 $90,000 $90,000 $55,000 $450,000

TOTAL $70,000 $180,000 $180,000 $180,000 $180,000 $110,000 $900,000

Prepared by: Brian Yanez, Assistant Public Works Director, Jose Arreola, Fleet Services Manager

ATTACHMENTS

1. Agreement 32400196
8 2. Presentation

9 TRADE SERVICE AGREEMENT

BETWEEN

THE CITY OF OXNARD AND SOUTH COAST, LLC
By This Trade Services Agreement (“Agreement”), the CITY of Oxnard (“CITY”) agrees to engage the services of South Coast , LLC (“SERVICE PROVIDER”), and SERVICE PROVIDER agrees to perform the services for CITY as herein described, for the compensation, during the term, and otherwise subject to the covenants and conditions herein set forth. CITY and SERVICE PROVIDER may be individually referred to as “Party” or collectively as the “Parties.”

1. SUMMARY DESCRIPTION OF SERVICES. This Agreement is for the maintenance, inspection, and repair of Pierce fire apparatuses for the City ’s fire department.

2. PARTIES.

CITY OF Oxnard (“CITY”), a general law and municipal corporation of the State of California, located at 300 West Third Street, Oxnard California 93030 South Coast, LLC (“SERVICE PROVIDER”), a corporation of the State of California, located at 2020 Baker Avenue, Ontario, California 91761

3. TERM OF AGREEMENT: From: December 20, 2023 to: December 19, 2024

3.1 Time is of the essence in this Agreement.

3.2 The CITY shall have the option for (4) four consec
utive (1) one-year extensions, in
accordance with the scope of work and general terms and conditions of the Trade Services Agreement. Any price increases or decreases shall be negotiated at time of contract extension.

3.3 Any Optional Extension ( initial term, plus any option to extend) shall not exceed a total of five (5) y ears. The CITY in its sole discretion may exercis e the optional extension upon 60 days written notice to the SERVICE PROVIDER in accordance with Section 11 of this Agreement. SERVICE PROVIDER shall is sue its written consent to the CITY’s exercise of the option extension within 10 days of receipt of notice from the CITY. All Notices shall comply with Section 20 of this Agreement.

Agreement No. 32400196

Page 1 of 31 ends

10 3.4 A
ll services required of SERVICE PROVIDER under this Agreement shall be completed on or before the end of the term of the Agreement.

4. AGREEMENT AMOUNT NOT TO EXCEED: $ 900,000.

5. AGREEMENT EXHIBITS: The following documents memorialized below are the only exhibits to this agreement and are incorporated by reference as though fully set forth herein. In the event of a conflict between the Exhibits and this Agreement, the Agreement controls.

Exhibit A: Scope of Services
Exhibit B: Schedule of Compensation
Exhibit C: Insurance Requirements: City Insurance Exhibit INS-V Exhibit D: Living Wage Policy
Exhibit E: Prevailing Wage Policy

6. DESIGNATED REPRESENTATIVES.

The Designated Representatives listed below shall be authorized to act on behalf of the named Party, be responsible for negotiations and contractual matters, and coordinate with each other to perform the services under this Agreement. Additionally, SERVICE PROVIDER’s services sha ll be performed or immediately supervised by the SERVICE PROVIDER’s Representative:

CITY Designated Representative: SERVICE PROVIDER Designated Representative:

Name: Jose Arreola Name: Matthew Szafranek Title: Fleet Services Manager Title: General Manager Phone: 805-385-8011 Phone: 909-930-2278 Email: [email protected] E mail: [email protected]
Mailing Address (if differs from above): Mailing Address (if differs from above):
1060 Pacific Ave. Bldg. 2
Oxnard, California 93030

7. CONTRACTUAL PREREQUISITES.

7.1. This Agreement must first be executed by the SERVICE PROVIDER, after which the Agreement shall be approved as to form by the CITY Attorney, then executed by the Mayor, or an authorized person on behalf of the CITY, and if executed by the Mayor shall also be executed by the CITY Clerk.

7.2. A request for modification of the terms, prior to execution of the Agreement, must be made in writing and presented to the Designated Representative of the CITY prior to the time this Agreement is executed.

Agreement No. 32400196

Page 2 of 31 ends

11 7.3. A
ll proof of business license, insurance, and W-9 forms is required prior to execution of this Agreement.

7.4 SERVICE PROVIDER shall not perform any work under this Agreement until a proof of insurance has been provided to the City as required under Section 24 of this Agreement.

8. SERVICE PROVIDER'S SERVICES.

8.1 SERVICE PROVIDER shall perform the tasks, obligations, and services set forth in the “Scope of Services,” attached to and incorporated into this Agreement as “Exhibit A.” Once this Agreement is executed, the Scope of Services may only be modified by written Amendment pursuant to Section 12 of this Agreement.

8.2 The Services shall be coordinated with the designated City Project Manager set forth in Exhibit A subject to the direction of the City Manager or Department Director. SERVICE PROVIDER hereby designates its Project Manager as set forth in “Exhibit A” as the person responsible for the Services who shall coordinate with City’s Project Manager in executing the scope of services under this Agreement.

9. COMPENSATION.

CITY shall pay SERVICE PROVIDER for the services performed pursuant to the terms of this Agreement in the time and manner set forth in the “Schedule of Compensation,” attached to and incorporated into this Agreement as “Exhibit B.” CITY shall pay SERVICE PROVIDER an amount not to exceed the amount is listed in Section 4 of this Agreement. Once this Agreement is executed, the Schedule of Compensation may only be modified by written Amendment pursuant to Section 12 of this Agreement, and may be subject to approval by the City Council.

9.1 Price Adjustments. Unless otherwise stated, prices are maximum for the term of the Contract. Price adjustments, if allowed under this Contract, must be requested in writing and accompanied by the required information to substantiate the request for price adjustment, as set forth in the Contract. Any allowable request for price adjustment must be delivered to the CITY at least 30 days before the adjusted prices become effective. No price adjustment allowable under this Contract will be granted retroactively. The CITY must also be given the benefit of any decline in prices. If any price increase is granted by the CITY, the increase shall not be greater than 3% from the prior year.

10. PAYMENT & INVOICES.

The CITY shall pay all undisputed portions of any applicable invoice within forty - five (45) days after receipt of an invoice. In the event the CITY disputes one or more items in an invoice, the CITY shall, within forty-five (45) days after receipt of such invoice, notify the SERVICE PROVIDER of the item(s) being disputed and the reason(s) therefore.

The CITY may withhold payment for such disputed items until resolution of the dispute.

Agreement No. 32400196

Page 3 of 31 ends

12 10.1
Payment Request. SERVICE PROVIDER s hall 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. Invoices may be emailed to:
[email protected].

10.2 Non-Appropriation of Funds. Payments to be made to SERVICE PROVIDER 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.

10.3 SERVICE PROVIDER’s acceptance of final payment made pursuant to this Agreement shall constitute a release of CITY from all claims and liabilities for compensation to SERVICE PROVIDER 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 SERVICE PROVIDER 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 SERVICE PROVIDER and its employees, agents and Subcontracted service providers.

10.4 SERVICE PROVIDER 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 SERVICE PROVIDER or materials or products provided to CITY by SERVICE PROVIDER, SERVICE PROVIDER shall pay the sales tax. CITY shall not reimburse SERVICE PROVIDER for sales taxes paid by SERVICE PROVIDER.

11. OPTION TO EXTEND AGREEMENT.

When in the CITY’s best interest, this Agreement may only be extended, if the City in its discretion exercises the option to extend pursuant to Section 3.2 and 3.3 of the Agreement. The initial term, plus any option to extend, shall not exceed a total of five (5) years. If no option to extend the A greement appears in section 3.2, then this Agreement shall not be extended.

12. MODIFICATION OF AGREEMENT.

This Agreement may be amended, modified, or otherwise altered, or its provisions waived, only upon mutual consent of the Parties by written amendment, and as authorized by the Oxnard Municipal Code, Article IV, Sections 4-59 and 4-60.

Agreement No. 32400196

Page 4 of 31 ends

13 13. TE
RMINATION OF AGREEMENT.

CITY may terminate this Agreement at any time, with or without cause and without penalty, upon fifteen (15) calendar days’ prior written notice pursuant to Section 20 of this agreement. Such termination shall be effective on the date specified in the notice, or if no date is specified, then fifteen (15) calendar days from the date of the notice. CITY shall be liable to SERVICE PROVIDER only for work done by SERVICE PROVIDER up to and including the date of termination of this Agreement unless the termination is for cause, in which event SERVICE PROVIDER need be compensated only to the extent required by law. SERVICE PROVIDER may terminate this Agreement at any time during the term of the Agreement by giving the CITY sixty (60) calendar days’ written notice.

14. INDEPENDENT CONTRACTOR

SERVICE PROVIDER 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 SERVICE PROVIDER or any of its employees, except as stated in this Agreement. SERVICE PROVIDER 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 SERVICE PROVIDER. This Agreement shall not be interpreted to prevent or preclude SERVICE PROVIDER from rendering any services for SERVICE PROVIDER’s own account or to any other person or entity as SERVICE PROVIDER in its sole discretion shall determine; provided, however, that performing such services shall not materially interfere with the Services the SERVICE PROVIDER shall perform for the City. The CITY retains the right to provide general instructions to and observe the SERVICE PROVIDER in the performance of all services done on behalf of the CITY.

SERVICE PROVIDER 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.

SERVICE PROVIDER and its employees are not employees of City. SERVICE PROVIDER 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. SERVICE PROVIDER 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.

15. LAWFUL PERFORMANCE.

SERVICE PROVIDER shall abide by all Federal, State, and Local Laws and Regulations as may be related to the performance of duties under this Agreement.

Agreement No. 32400196

Page 5 of 31 ends

14 SE
RVICE PROVIDER, at its sole expense, shall obtain and maintain during th e term of this Agreement, all appropriate permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement.

16. SAFETY REQUIREMENTS.

SERVICE PROVIDER shall not perform any services for the CITY when the SERVICE PROVIDER is impaired by alcohol or a controlled substance. When there is reasonable cause to believe that any person has violated this provision, that person shall be immediately removed from the premises and be subject to any applicable civil and/or criminal penalties under the CITY’s Code and/or under state law. All work performed under this Agreement shall be performed in such a manner as to provide safety to the public. The CITY reserves the right to issue restraining or cease and desist orders to SERVICE PROVIDER when unsafe or harmful acts are observed or reported relative to the performance of the work under this Agreement. The acceptance of SERVICE PROVIDER's work by CITY shall not operate as a release of the SERVICE PROVIDER from such standard of care and workmanship.

17. OWNERSHIP OF SERVICE PROVIDER’S WORK PRODUCT,
CONFIDENTIALITY & DISCLOSURE.

CITY shall be the owner of any and all technical documents and records, including, computations, plans, correspondence, and/or other pertinent data and information, both hard copy and electronic, gathered or prepared by SERVICE PROVIDER in performance of this Agreement and shall be entitled to immediate possession of the same upon completion of the work under this Agreement, or at any earlier or later time when the same may be requested by CITY.

17.1. Records and Inspections. The SERVICE PROVIDER shall maintain full and accurate records, with respect to all services and matters covered under this Agreement. The CITY shall have free access at all reasonable times to such records, both hard copy and electronic, and the right to examine and audit the same and to make transcripts therefrom, and to inspect all program data, documents, proceedings, and activities.

17.2. Deliverables. SERVICE PROVIDER shall deliver to the CITY the studies, plans, specifications, or other documents as are identified in the Scope of Services; and SERVICE PROVIDER shall, upon completion of all work, submit to the CITY all information developed in the cour se of the SERVICE PROVIDER's services.

SERVICE PROVIDER shall, in such time and in such form as the CITY may require, furnish reports concerning the status of services required under this Agreement. SERVICE PROVIDER shall, upon request by CITY and upon completion or termination of this Agreement, deliver to the CITY all material furnished to SERVICE PROVIDER by the CITY.

Agreement No. 32400196

Page 6 of 31 ends

15 17.3
. Ownership – Generally. All inventions, discoveries, enhancements, changes, or improvements of computer programs developed pursuant to this Agreement shall be the property of the CITY, and all patents or copyrights shall be assigned to the CITY, unless otherwise agreed. SERVICE PROVIDER agrees that CITY may make modifications to computer software furnished by SERVICE PROVIDER without infringing SERVICE PROVIDER’s copyright or any license granted to CITY, unless otherwise agreed.

17.4. Ownership of Documents. Every report, draft, work product, map, record, and other document reproduced, prepared, or caused to be prepared by the SERVICE PROVIDER pursuant to or in connection with this Agreement shall be the exclusive property of the CITY.

17.5. Confidentiality. Information that is exempt from disclosure to the public is confidential. This includes information relating to the past, present, or future affairs of the City or information belonging to a third party whose information is in the City’s possession or control under obligations of confidentiality. SERVICE PROVIDER may be granted access to information that is exempt from disclosure to the public (Government Code Section 6254 and 6254.16) and may contain “trade secrets” (see Government Code Section 6254.7(d)) when it is necessary for SERVICE PROVIDER to perform its obligations pursuant to this Agreement. If SERVICE PROVIDER is g ranted such access to confidential information, SERVICE PROVIDER shall not be considered to be a member of the public as that term is used in Government Code Section 6254.5.

17.6. Disclosure of Information. SERVICE PROVIDER shall not disclose, publish, or authorize others to disclose or publish, design data, drawings, specifications, reports, or other information pertaining to the projects assigned to SERVICE PROVIDER by the CITY or other information to which the SERVICE PROVIDER has had access during the term of this Agreement without the prior written approval of the CITY’s Designated Representative during the term of this Agreement and for a period of two (2) years after the termination of this Agreement.

17.7. No Warranty. 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 SERVICE PROVIDER in reliance on any Confidential Information disclosed under this Agreement.

18. ASSIGNMENT.

This Agreement is for the non-professional services of SERVICE PROVIDER. Any attempt by SERVICE PROVIDER to assign the benefits or burdens of this Agreement without the prior written approval of CITY shall be prohibited and shall be null and void.

SERVICE PROVIDER's services pursuant to this Agreement shall be provided by the SERVICE PROVIDER’s Designated Representative or directly under his/her supervision, Agreement No. 32400196

Page 7 of 31 ends

16 and SE
RVICE PROVIDER shall not assign another to supervise the SERVICE PROVIDER's performance of this Agreement without the prior written approval of CITY, by and through the CITY’s Designated Representative.

19. NOTICE OF BREACH AND OPPORTUNITY TO CURE.

Neither Party will be in breach of this Agreement where the breach is capable of being cured, or until written notice of the breach is received from the non-breaching Party.

The Party charged with breach will have fifteen (15) calendar days from the date of receiving such notice in which to cure the breach or otherwise respond. If the circumstances leading to the charge that the Agreement was breached have not been cured or explained to the satisfaction of the other Party within fifteen (15) days from the date on which the breaching Party received notice of breach, the non- breaching Party may terminate this Agreement. Notice shall be given in the manner set forth in section 20.

20. NOTICES.

All notices given or required to be given pursuant to this Agreement shall be in writing and may be given by personal delivery or by first -class mail. Notice sent by mail shall be addressed to each Party’s Designated Representative as set forth above in Section 6. When addressed in accordance with this Section, such notice shall be deemed given upon deposit in the United States mail, postage prepaid. In all other instances, notices shall be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this Section.

21. COVENANTS AND CONDITIONS.

Each term and each provision of this Agreement to be performed by SERVICE PROVIDER shall be construed to be both a covenant and a condition.

22. WAIVER.

CITY’s review or acceptance of, or payment for, work product prepared by SERVICE PROVIDER under this Agreement will not be construed to operate as a waiver of any rights CITY may have under this Agreement or of any cause of action arising from SERVICE PROVIDER’s performance. A waiver by CITY of any breach of any term, covenant, or condition contained in this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement, whether of the same or different character.

23. INDEMNIFICATION, HOLD HARMLESS & DEFENSE.

Page 8 of 31 ends

17 leg
islative and advisory bodies, and the CITY’s officials, directors, officers, employees, and agents (the “Indemnitees”) from and against all liabilities regardless of nature, type, or cause, arising out of or resulting from or in connection with SERVICE PROVIDER’s performance of this Agreemen t or SERVICE PROVIDER’s failure to comply with any of its obligations contained in this Agreement. Liabilities subject to the duties to defend and indemnify include, without limitation, all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys’ fees; court costs; and costs of alternative dispute resolution. SERVICE PROVIDER’s obligation to indemnify applies unless it is adjudicated that any of the liabilities covered by this Section are the result of the sole active negligence or sole willful misconduct of any of the Indemnitees.

23.2 The duty to defend is a separate and distinct obligation from SERVICE PROVIDER’s duty to indemnify . SERVICE PROVIDER shall be obligated to defend in all legal, equitable, administrative, or special proceedings, with counsel approved by the CITY Attorney, immediately upon tender to SERVICE PROVIDER of the claim in any form or at any stage of an action or proceeding, whether or not liability is established. An allegation or determination of negligence or willful misconduct by any of the Indemnitees shall not relieve SERVICE PROVIDER from its separate and distinct obligation to defend the Indemnitees. The obligation to defend extends through final judgment, including exhaustion of any appeals. The defense obligation includes the obligation to provide independent defense counsel if SERVICE PROVIDER asserts that liability is caused in whole or in part by the negligence or willful misconduct of the Indemnitees. If it is finally adjudicated that liability was caused by the sole active negligence or sole willful misconduct of any of the Indemnitees, SERVICE PROVIDER may submit a claim to CITY for reimbursement of reasonable attorneys’ fees and defense costs.

23.3 The review, acceptance or approval of SERVICE PROVIDER’s work or work product by any of the Indemnitees shall not affect, relieve or reduce SERVICE PROVIDER’s indemnification or defense obligations . SERVICE PROVIDER waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by SERVICE PROVIDER pursuant to this Agreement. The provisions of this Section shall not be restricted by and do not affect the provisions of this Agreement relating to Section 24. The SERVICE PROVIDER’s obligations under this Section of the Agreement shall survive the termination of the Agreement.

Page 9 of 31 ends

18 subc
ontractors, material suppliers, directors, officers, employees, agents and representatives, including compliance with social security requirements, 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 SERVICE PROVIDER under this Agreement any amount due to CITY from SERVICE PROVIDER as a result of its failure to promptly pay to CITY any reimbursement or indemnification arising under this Section.

24. INSURANCE.

SERVICE PROVIDER shall obtain and maintain during the performance of any services under this Agreement the insurance coverages listed within “Exhibit C”, which is attached hereto and incorporated herein by this reference, unless the Risk Manager waives, in writing, the requirement that SERVICE PROVIDER obtain and maintain such insurance coverages. Such insurance must be issued by a company satisfactory to the Risk Manager. SERVICE PROVIDER shall, before performance of any Services pursuant to this Agreement, file with the Risk Manager evidence of insurance coverage as specified in “Exhibit C”. Maintenance of insurance coverages by SERVICE PROVIDER is a material element of this Agreement. SERVICE PROVIDER’S failure to maintain or renew insurance coverages or to provide renewal evidence shall be considered a material breach of this Agreement.

25. LIVING WAGE REQUIREMENTS.

During the term of this Agreement, SERVICE PROVIDER understands and agrees that if Living Wages are applicable subject to the 2002 Oxnard City Council Living Wage Policy, attached as “Exhibit D” to this Agreement. SERVICE PROVIDER will pay and/or provide the wages and/or benefits required therein to all of its employees engaged in whole or in part in performing the services provided for by this Agreement. The duty to pay the correct wage is the responsibility of the SERVICE PROVIDER.

26. PREVAILING WAGE REQUIREMENTS.

26.1. Application.

The payment of State prevailing wages as designated for Ventura County shall apply to public works projects. However, this section shall not apply to work performed on a public works project of twenty -five thousand dollars ($25,000) or less when the project is for construction, alteration, demolition, installation, or repair work; or to work performed on a public works project of fifteen thousand dollars ($15,000) or less when the project is for maintenance work.

Prevailing wages are required to be paid to all workers, including subcontracted employees.

26.2. Compliance with California Department of Industrial Relations (DIR).

To determine if this Agreement is subject to compliance monitoring and enforcement, go to:

Agreement No. 32400196

Page 10 of 31 ends

19 http
s://www.dir.ca.gov/Public-Works/PublicWorksSB854FAQ.html

26.3. Contract Splitting. It is unlawful to split, or separate into small portions, work orders, projects, purchases, or public works projects for the purpose of evading these prevailing wage requirements.

26.4. Use of Prevailing Wages vs. Living Wages. In the event that there is a difference between the amount of wages to be paid under the CITY of Oxnard’s local Living Wage requirements and the requirements of this provision, the wage rate that is the higher of the two shall be applicable to this Agreement. The duty to pay the correct wage is the responsibility of the SERVICE PROVIDER.

27. CONFLICT OF INTEREST

S
ERVICE PROVIDER covenants that it does not have any interest, nor shall it acquire any interest, directly or indirectly, which would conflict in any manner with the performance of SERVICE PROVIDER’s services under this Agreement. SERVICE PROVIDER further covenants that in the performance of services under this Agreement, no offic er, employee or agent of SERVICE PROVIDER having such interest shall be employed by it. In the event the CITY determines that SERVICE PROVIDER must disclose its financial interests by completing and filing a Fair Political Practices Commission Form 700, Statement of Economic Interests, SERVICE PROVIDER shall file such Form 700 with the CITY Clerk’s Office pursuant to the written instructions provided by the CITY Clerk. Acquisition or maintenance of a conflicting interest by SERVICE PROVIDER may result in termination of this Agreement by the CITY.

28. [RESERVED]

29. [RESERVED]

30. DISPUTES.

Except as otherwise provided in these provisions, any dispute concerning a question of fact arising under this Agreement, shall be decided by the CITY’s Designated Representative, who shall reduce this decision to writing and mail a copy to the SERVICE PROVIDER. The decision of the CITY’s Designated Representative shall be final and conclusive unless SERVICE PROVIDER requests mediation within ten (10) cal endar days. Pending final decision of a dispute, the SERVICE PROVIDER shall proceed diligently with the performance of the Agreement and in accordance with the decision of the CITY’s Designated Representative.

31. DISPUTE RESOLUTION.

Should an unresolv ed dispute arise out of this Agreement, any Party may request that it be submitted to mediation. The Parties shall meet in mediation within a Agreement No. 32400196

Page 11 of 31 ends

20 reas
onable time not to exceed forty five (45) days of a request. The mediator shall be agreed to by the mediating Parties. In the absence of an agreement on a mediator, the Parties shall each submit one name from mediators listed by the American Arbitration Association, the California State Board of Mediation and Conciliation, or other agreed- upon service. The mediator shall be selected by a “blindfold” process. The cost of mediation shall be borne equally by both Parties. Neither Party shall be deemed the prevailing Party. No Party shall be permitted to file a legal action without first meeting in mediation and mak ing a good faith attempt to reach a mediated settlement. The mediation process, once commenced by a meeting with the mediator, shall last until agreement is reached by the Parties but not more than sixty (60) calendar days, unless the maximum time is extended in writing by both Parties.

32. AUDIT.

CITY shall have the option of inspecting, auditing and/or reproducing all records and other written materials: used by SERVICE PROVIDER in preparing its billings to CITY as a condition precedent to any payment to SERVICE PROVIDER; or for other purposes relating to the Agreement. SERVICE PROVIDER 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 SERVICE PROVIDER for a period of 3 years after final payment under the Agreement. Regardless of whether a State audit is permitted, SERVICE PROVIDER shall maintain and preserve all such records for a period of at least 3 years after final payment under the Agreement or until an audit has been completed and accepted by CITY, whichever occurs later. SERVICE PROVIDER shall maintain all such records in CITY or to promptly reimburse CITY for all reasonable costs incurred in conducting the audit at a location other than in CITY, including but not limited to expenses for personnel, salaries, private auditor, travel, lodging, meals and overhead. SERVICE PROVIDER shall include a copy of this Section in all contracts with its subcontractors, and SERVICE PROVIDER 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.

33. ADVERTISING AND PUBLICITY

SERVICE PROVIDER shall not use the name of or refer to CITY directly or indirectly in any advertisement, news release, or professional or trade publication without prior written approval from the City Manager. This Section shall survive the termination of this Agreement.

34. NONDISCRIMINATORY EMPLOYMENT.

SERVICE PROVIDER 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, mari tal status, gender, gender identity, gender expression, sex, sexual orientation, age, immigration status, citizenship or military and veteran status.

Agreement No. 32400196

Page 12 of 31 ends

21 SE
RVICE PROVIDER understands and agrees that it is bound by and will comply with all legal nondiscrimination mandates. For every subcontractor who will perform Services, SERVICE PROVIDER shall be responsible for such subcontractor’s compliance with this Section.

35. FORCE MAJEURE.

Neither the SERVICE PROVIDER nor the CITY shall be responsible for any delay caused by any contingency beyond their control, including, but not limited to, war or insurrection, walkouts by the Party’s own employees, fires, natural calamities, riots, or demands or requirements of governmental agencies other than the CITY.

36. GOVERNING LAW.

The terms of this Agreement shall be interpreted according to the laws of the State of California. Should litigation occur, venue shall be in the Superior Court of California, County of Ventura.

37. SEVERABILITY.

If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agreement will continue in full force and effect and be enforceable.

38. INTEGRATED AGREEMENT.

This Agreement and the attached exhibits referenced herein to this Agreement represent the entire understanding between the Parties. No verbal agreement or implied covenant shall be held to vary the provisions of this Agreement. This Agreement shall bind and inure to the benefit of the Parties to this Agreement and any subsequent successors and assigns.

39. NO THIRD-PARTY BENEFICIARY.

This Agreement shall not be construed to be an agreement for the benefit of any third-party or parties, and no third party or parties shall have any claim or right of action under this Agreement.

40. AUTHORITY TO EXECUTE.

Each Party hereto expressly warrants and represents that through its Designated Representative it has the authority to execute this Agreement on behalf of its corporation, partnership, business entity, or governmental entity, and warrants and represents that the Agreement No. 32400196

Page 13 of 31 ends

22 Des
ignated Representative has the authority to bind each Party to the performance of its obligations hereunder.

41. EXECUTION – COUNTERPARTS.

This Agreement may be executed in any number of counterparts and each such duplicate counterpart shall constitute an original, but they shall not be effective nor enforceable unless and until it is executed with the handwritten signature of an authorized representative of each of the relevant Parties. No counterpart shall be deemed to be an original or presumed delivered unless and until the counterpart executed by the other Party to this Agreement is in the physical possession of the Party seeking enforcement thereof.

42. INCONSISTENT OR CONFLICTING TERMS.

In the event of any contradictions or inconsistencies between any attached documents or exhibits incorporated by reference herein and the provisions of the Agreement itself, the terms of the Agreement shall control. Any exhibit that is attached and incorporated by reference shall be limited to the purposes for which it is attached, as specified in this Agreement. Any contractual terms or conditions contained in such exhibit imposing additional obligations on the CITY are not binding upon the CITY’s Designated Representative unless specifically agreed to in writing, and initiated by CITY’s Designated Representative, as to each additional contractual term or condition.

43. ACKNOWLEDGEMENT.

By signing below, SERVICE PROVIDER acknowledges that it has reviewed the CITY’s Trade Services Agreement terms and conditions and insurance requirements and that SERVICE PROVIDER hereby agrees to full compliance.

[Signatures on next page]

Agreement No. 32400196

Page 14 of 31 ends

23 In wi
tness whereof, the Parties have entered into this Agreement effective on the date as written in section 3 and upon signature of all Parties.

CITY OF OXNARD SOUTH COAST, LLC

☐John C. Zaragoza, Mayor1 Date Matthew Szafranek, Date ☐Jennifer Yates, 2 General Manager Purchasing Manager

L. Keith Mustain, Date
President3
ATTEST:

Rose Chaparro, CITY Clerk Date
(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 execute any agreement over $200,000. 2 The Purchasing Agent may execute any authorized agreement up to $200,000. 3 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.

Agreement No. 32400196

Page 15 of 31 ends

24 EX

HIBIT A

TRADE SERVICE AGREEMENT
(CITY of Oxnard and South Coast, LLC)

SCOPE OF SERVICES

CITY PROJECT MANAGER: Jose Arreola / 805-385-8011 / [email protected]

SERVICE PROVIDER shall provide parts, mechanical and electrical repairs, body repair, and painting, to Pierce Fire Apparatuses for warranty claims and/or repairs to the City of Oxnard equipment fleet on an as -needed basis. The work shall be performed at the proposer’s shop unless otherwise agreed to in writing by the City of Oxnard.

Mechanical Inspections, Maintenance and Repair:

SERVICE PROVIDER must be able to provide the appropriate staffing resources, tools, parts, materials, supplies, and diagnostic equipment to perform maintenance, repair, inspections, and other services or certifications as needed.

Maintenance:

Includes but is not limited to: fluid and filter replacements, brake and belt replacements, and service to common mechanical and electrical systems. The activities are typically in accordance with the original equipment manufacturers recommended services.

Mechanical Repair: Includes but not limited to electrical system, cooling system, fuel system, HVAC and includes replacement of defective or failed parts, and modifications to equipment.

Inspections:

Includes completing all Federal and State required vehicle inspections and certifications for regulated and non -regulated vehicles. These include the annual DOT inspection and/or the 90-day State Basic Inspection of Terminals (BIT) Program, safety inspections subject and not subject to California Vehicle Code section 34500 VC,

Body Repair and Painting:

SERVICE PROVIDER shall provide body repair and painting services for the City’s Pierce fire apparatuses, to include but not limited to general body repair, dent repair, component replacement for exterior/interior body components, collision damage repair, glass repair/replacement including windshields, painting all or portions of equipment bodies, and other repair services. Bent parts are to be straightened and reinforced or replaced if necessary. In the event that vehicle decals are damaged, the proposer will install new decals to the repaired vehicle. Decal removal and installation Agreement No. 32400196

Page 16 of 31 ends

25 are t
o be included in the repair estimate.

General Shop Requirements:

SERVICE PROVIDER shop will meet the following minimum requirements:

a) Be able to perform complete mechanical and body repairs, as well as paint equipment. b) Maintain a paint booth that is in legal compliance with all applicable laws. c) Maintain a secure storage area for all City of Oxnard owned vehicles. d) Possess a MIG and TIG welder or other electric spot-welding equipment for body welding including aluminum body repairs. The proposer shall ensure that the vehicle computer systems are disconnected from the vehicle before any welding is done. The proposer is to replace, at his/her expense, any vehicle on board computers damaged by not disconnecting the computers before any welding operations.

Estimate Process Requirements:

SERVICE PROVIDER will provide estimates for mechanical, body repair and painting on an as needed basis as requested by the City of Oxnard. Estimates will include:

a) Make, model and mileage of vehicle,
License plate number, VIN number and City of Oxnard unit number b) Itemized list of description of work to be performed c) Estimated number of labor hours of task
d) Itemized list of parts and paint materials costs
e) All incidentals or miscellaneous shop supplies and charges shall be included and priced accordingly
f) Total repair estimate is to include sales tax
g) Approximate schedule to complete the repairs after receiving a notice to proceed h) If applicable, any recommendations for future repairs i) All estimates shall be from an applicable industry standard Collision and Estimating Reference Guide used by insurance appraisers. Proposers shall Agreement No. 32400196

Page 17 of 31 ends

26 prov
ide the name and version of the guide or software used
Prior to any repair, the SERVICE PROVIDER and City of Oxnard Fleet Service Writer or Fleet Supervisor will review the estimate and confirm that the estimate includes an accurate description of the vehicle condition. All repair estimates must be approved by the City of Oxnard in writing in advance of work being performed. Repair work will not start until a notice to proceed is received. Vendor shall assume full liability and responsibility for all equipment and contents (including radios, aftermarket lighting , and other standard or installed equipment) placed in its custody by the City of Oxnard under this contract.

Parts:

All parts used to provide repairs will be new Certified Original Equipment Manufacturer (OEM). Any and all incidental charges shall be included in the vendors hourly rate. Vendor shall furnish new unused O.E.M., remanufactured O.E.M., vehicle body parts, materials , and labor as required in accordance with the provisions and specifications contained herein. If OEM parts are not available or obsolete, notification to the City of Oxnard is required for approval.

Alignment:

SERVICE PROVIDER shall perform realignment of all equipment when needed. This shall be a thrust alignment for frame vehicles. A printout of the readings after the alignment will be included in each repair order. Vendor will ensure personnel or sub- contractor is qualified to perform alignment work.

Annual Aerial and pump certifications:

SERVICE PROVIDER shall perform annual aerial and/or pump certifications according to NFPA 1911 specifications. Vendor will ensure personnel or sub- contractor is qualified to perform certifications.

Frame Work:

SERVICE PROVIDER shall perform frame straightening of all equipment when needed. Vendor will ensure personnel or sub- contractor is qualified to perform all framework.

Agreement No. 32400196

Page 18 of 31 ends

27 Maj
or Repairs:

If metal body or plastic components are damaged beyond repair, the damaged area will be cut out and replaced with new metal or plastic that is equal to or greater than the original thickness of the component.

Painting Process Requirements:

The paint process will consist of the following in the order listed, utilizing the latest state-of-the-art painting and paint matching systems, mixing tools, California compliant water-based or solvent-based paints, and clear coats and spraying tools:

• Primer
• Base Coat
• Clear Coat

Warranty:

All parts and supplies provided shall be warranted for a minimum period of twelve (12) months or twelve thousand (12,000) miles, or for any manufacturer warranty period, whichever is greater. Warranted parts shall be replaced with new parts. All warranty information will be made available to the City of Oxnard. Unsatisfactory repairs include but are not limited to, paint swirls, fish eye blemishes, mismatched paint color, buffer burns, as well as any other defects and/or imperfections in bodywork or paint finish.

Agreement No. 32400196

Page 19 of 31 ends

28 EX

HIBIT B

TRADE SERVICE AGREEMENT
(CITY of Oxnard and South Coast, LLC)

SCHEDULE OF COMPENSATION

LABOR RATE DISCOUNT
$170 10% discount off vendor list price for
parts

Agreement No. 32400196

Page 20 of 31 ends

29 EX

HIBIT C

TRADE SERVICES AGREEMENT
(CITY of Oxnard and South Coast, LLC)

INSURANCE REQUIREMENTS

Prior to contract approval, CONSULTANT/SERVICE
PROVIDER/SELLER/BIDDER (hereafter referred to as “SERVICE PROVIDER”) must procure, agree to maintain and supply evidence of insurance at the levels list ed and in accordance with the other provisions listed in this document.

Exhibit INS-V

INSURANCE REQUIREMENTS FOR VENDORS/CONTRACTORS
(WHO REPAIR, INSTALL OR MAINTAIN VEHICLES AND EQUIPMENTS IN VENDORS/CONTRACTORS

CARE, CUSTODY AND CONTROL)
City of Oxnard’s Fleet Services Department cannot process any transactions until the following insurance documents have been submitted.

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 Occurrence/$2,000,000 Aggregate for bodily injury and property damage for each claimant for General Liability with coverage equivalent to Insurance Services Office Garage Insurance Coverage form. Contractor is required to provide Additional Insured Endorsement naming City of Oxnard as additional insured. b. Business Automobile Liability Insurance in an amount of $1,000,000 combined single limit for bodily injury and property damage which may arise from or in connection with the performance of services hereunder by Vendor/Contractor, its agents, representatives, employees or subcontractors. Contractor is required to provide Additional Insured Endorsement naming City of Oxnard as additional insured. c. When City vehicles are in the care, custody and control of the Contractor, Garagekeepers Legal Liability in an amount not less than $1,000,000 per claimant must be provided. 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.

1. 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 -T. 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]

2. 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. Contractor is responsible to provide immediate notification to Risk Manager in the event coverage is suspended, voided, canceled or reduced in coverage.

3. Contractor agrees that the Commercial General Liability Insurance and Garagekeepers Legal 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 Agreement No. 32400196

Page 21 of 31 ends

30 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. Required forms for Commercial General Liability Insurance and Garagekeepers Legal Liability Endorsements are ISO form CG 2010 11/85 or if not available, CG 2010 with an edition date prior to 01/04 and CG 2037, or equivalent.

4. 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). 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.

5. 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.

6. 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.

10/23
Agreement No. 32400196

Page 22 of 31 ends

31 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.

INS-V.doc

Agreement No. 32400196

Page 23 of 31 ends

32 SAMPL

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 PER IOD INDICATED, NOTWITHSTANDING

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

CO
LTR

TYPE OF INSURANCE

POLICY NUMBER

POLICY EFFECTIVE

DATE (MM/DD/YY)

POLICY EXPIRATION

DATE (MM/DD/YY)

LIMITS

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) $

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 $

EXCESS LIABILITY

UMBRELLA FORM

OTHER THAN UMBRELLA FORM

EACH OCCURRENCE $
AGGREGATE $

WORKERS' COMPENSATION
AND

EMPLOYERS' LIABILITY

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

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

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 TH
EREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE

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

AUTHORIZED REPRESENTATIVE

Agreement No. 32400196

Page 24 of 31 ends

33 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

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 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 CG 0001; or b. If excess, affords coverage which is at least as broad as the primary insurance form CG 0001.

Except as stated above nothing herein shall be held to waive, alter or extend any of the limits, conditions, agreements or ex clusions 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

Rev. 10/23 INS-T.doc
Agreement No. 32400196

Page 25 of 31 ends

34 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 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.

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
B roker/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

Agreement No. 32400196

Page 26 of 31 ends

35 EX

HIBIT D

TRADE SERVICES AGREEMENT
(CITY of Oxnard and South Coast, LLC)

LIVING WAGE POLICY

Pursuant to the Living Wage Policy adopted July 9, 2002 by the City Council and effective October 1, 2002, the City Manager and City Attorney are directed to include the following language in all standard trade services contracts and all unique trade services contracts governed by the Living Wage Policy.

While this Agreement is in effect, SERVICE PROVIDER shall pay such employee no less than $ 18.89 per hour f or each hour that such employee provides services under this Agreement. In addition, while this Agreement is in effect, SERVICE PROVIDER shall provide to such employee no less than 96 hours of paid leave per calendar year.

B. SERVICE PROVIDER agrees to p ost, at a location readily accessible to those employees providing services to the CITY, a copy of the Living Wage Policy adopted by City Council on July 9, 2002 and effective October 1, 2002.

C. If SERVICE PROVIDER fails to compensate such employee pursuant to the Living Wage Policy, the City Manager or designee shall terminate this Agreement on written notice to SERVICE PROVIDER, effective immediately.

SERVICE PROVIDER shall pay such fine and penalty within fifteen (15) calendar days after the City Manager or designee provides written notice to SERVICE PROVIDER of the amount owed.

Agreement No. 32400196

Page 27 of 31 ends

36 CIT

Y OF OXNARD LIVING WAGE REQUIREMENTS
EFFECTIVE JULY 1, 2023

SERVICE PROVIDER shall compensate any employee of SERVICE PROVIDER who provides services under this Agreement in accordance with the Living Wage Policy, attached hereto and incorporated herein by reference as Exhibit D. While this Agreement is in effect, SERVICE PROVIDER shall pay such employee no less than $18.89 per hour for each hour that such employee provides services under this Agreement. This hourly rate shall be adjusted on July 1, 2024 , and each July 1 thereafter, according to the percentage change in the Consumer Price Index, all items, prepared by the Bureau of Labor Statistics for the Los Angeles area relating to all urban consumers (CPI -U), index base 1982-84=100, comparing May of the previous year to May of the current year. In addition, while this Agreement is in effect, SERVICE PROVIDER shall provide to such employee no less than 96 hours of paid leave per calendar year.

a. SERVICE PROVIDER agrees to post, at a location readily accessible to those employees providing services to the CITY, a copy of the Living Wage Policy adopted by the Oxnard City Council on July 9, 2002 and effective October 1, 2002.

b. If SERVICE PROVIDER fails to compensate such employee pursuant to the Living Wage Policy, the City Manager or designee shall terminate this Agreement on written notice to SERVICE PROVIDER, effective immediately.

SERVICE PROVIDER shall pay such fine and penalty within fifteen (15) calendar days after the City Manager or designee provides written notice to SERVICE PROVIDER of the amount owed.

Agreement No. 32400196

Page 28 of 31 ends

37 EX

HIBIT E

TRADE SERVICES AGREEMENT
(CITY of Oxnard and South Coast, LLC)

PREVAILING WAGE

1. SERVICE PROVIDER acknowledges that the Project defined in the Agreement between SERVICE PROVIDER and CITY is a “public work” as defined in Division 2, Part 7, Chapter 1 of the California Labor Code (“Chapter 1”), and that this Agreement is subject to Chapter 1 and the rules and regulations established by the Director of Industrial Relations (“DIR”) implementing such statutes. SERVICE PROVIDER shall perform the Project as a public work. SERVICE PROVIDER shall comply with and be bound by all the terms, rules and regulations described in Chapter 1 and the DIR’s rules and regulations as though set forth in full herein.

SERVICE PROVIDER acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and SERVICE PROVIDER shall post such rates at each job site covered by this Agreement.

3. SERVICE PROVIDER is required to post job site notices, as prescribed by regulation. See Labor Code Section 1771.4(a)(2).

4. SERVICE PROVIDER shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. SERVICE PROVIDER shall, as a penalty to CITY, forfeit not more than $200 for each calendar day or portion thereof for each worker paid less than the DIR’s determined prevailing rates for the work or craft in which the worker is employed pursuant to this Agreement by SERVICE PROVIDER or any subcontractor. The Labor Commissioner shall determine the am ount of the penalty as described in Section 1775.

5. SERVICE PROVIDER shall comply with Labor Code Section 1776, which requires SERVICE PROVIDER and each subcontractor to (1) keep accurate payroll records and verify such records in writing under penalty of perjury, (2) certify and make such payroll records available for inspection, and (3) inform CITY of the location of the records.

Before commencing work under this Agreement, SERVICE PROVIDER shall provide CITY with a copy of the information submitted to any applicable apprenticeship program.

Agreement No. 32400196

Page 29 of 31 ends

38 Wi
thin 60 days after concluding the Project, SERVICE PROVIDER and each of its subcontractors shall su bmit to CITY a verified statement of the journeyman and apprentice hours performed under this Agreement.

7. SERVICE PROVIDER may not be debarred or suspended throughout the Agreement Term pursuant to Labor Code Section 1777.1 or 1777.7. If he, she or it becomes debarred or suspended in the Agreement Term, SERVICE PROVIDER must immediately notify CITY.

8. SERVICE PROVIDER is 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 currently registered and qualified to perform public work pursuant to Labor Code Section 1725.5. SERVICE PROVIDER shall continue without interruption to stay registered and qualified to perform public work pursuant to Section 1725.5 for the duration of the term of this Agreement. This provision does not apply to construction, alteration, demolition, installation or repair work of $25,000 or less or to maintenance work of $15,000 or less.

9. SERVICE PROVIDER acknowledges that 8 hours labor constitutes a legal day’s work. SERVICE PROVIDER shall comply with and be bound by Labor Code Section 1810.

10. SERVICE PROVIDER shall comply with and be bound by Labor Code Section 1813 concerning penalties for workers who wor k excess hours. SERVICE PROVIDER shall, as a penalty to CITY, forfeit $25 for each worker employed in the performance of this Agreement by SERVICE PROVIDER or by any subcontractor for each calendar day during which such worker is required or permitted to work more than 8 hours in any calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code Section 1815, work performed by SERVICE PROVIDER’s employees in excess of 8 hours per day and 40 hours per week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than 1 ½ times the basic rate of pay.

11. The Project listed in the Agreement is subject to compliance monitoring and enforcement by the DIR.

12. SERVICE PROVIDER shall be responsible for each and every one of its subcontractors’ compliance with Chapter 1, the DIR’s rules and regulations, and Labor Code Sections 1860 and 3700. SERVICE PROVIDER shall include in the written contract between it and each subcontractor a copy of, and a requirement that each subcontractor shall comply with, those statutory provisions. SERVICE PROVIDER shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractors’ compliance, including without limitation, conducting a periodic review of the certified payroll records of each subcontractor, and upon becoming aware of the Agreement No. 32400196

Page 30 of 31 ends

39 fai
lure of the subcontractor to pay its workers the specified prevailing rate of wages, SERVICE PROVIDER shall diligently take corrective action to halt or rectify any failure.

13. To the maximum extent, SERVICE PROVIDER shall hold harmless, defend (with counsel approved by the City Attorney) and indemnify CITY, its legislative bodies, and its officials, officers, employees and agents from any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity (including Service Provider, its subcontractors, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all attorneys’ fees and other related costs. All duties of SERVICE PROVIDER under this Section shall survive Agreement termination.

Agreement No. 32400196

Page 31 of 31 ends

40 Agreement 32400196 with South Coast
Emergency Vehicle Service for Maintenance,
Inspection and Repair of Pierce Fire Apparatuses
for the City’s Fire Department
Public Works and Transportation Committee
November 28, 2023
Jose Arreola
Fleet Services Division Manager
41 RECOMMENDATION 2
That the Public Works and Transportation Committee recommend that the City Council approve and authorize the Mayor to execute an Agreement with South Coast, LLC dba South Coast Emergency Vehicle Service for a one-year term with the option to extend for four consecutive one-year periods for a maximum contract term of five years, and a total contract not-to-exceed amount over the entire possible contract term of $900,000 for the maintenance, inspection and repair of the City’s Fire Department Pierce fire apparatuses on an on-call/as needed basis.
42 BACKGROUND
• The Fleet Services Division of the Public Works Department performs maintenance and repairs on the Fire Department trucks and equipment.
• Fifteen of these are Pierce fire apparatuses.
• Although the Fleet Division performs the majority of the maintenance on these vehicles, Fleet Services requires a vendor to provide as-needed repairs and overflow maintenance to minimize downtime of these critical emergency vehicles. • The City of Oxnard Fire Department has standardized its emergency apparatus fleet with Pierce equipment.
3 43

BACKGROUND
• South Coast Emergency Vehicle Service, located in Ontario, CA, is the exclusive Pierce dealership for parts, service and support for the Southern California Region.
• Fleet Services has been using South Coast Emergency Vehicle Service for over 18 years.
• Any aerial certifications, major pump rebuilds or warranties are performed by authorized dealers; therefore, it is necessary to obtain warranty, repairs and OEM parts from South Coast Emergency Vehicle Service.
4 44

DISCUSSION
• South Coast Emergency Vehicle Service is the only maintenance and repair shop in Southern California authorized by Pierce. • City Purchasing Policy allows for the City to enter into agreements with vendors without competitive bidding when there is only a single source available to provide the required products and/or services.
• Having access to the authorized repair shop with access to OEM parts ensures maintenance can be performed in an
efficient manner and warranty services can be obtained. 5 45

DISCUSSION
• The Fire Department operates 24 hours a day, seven days a week providing a full range of emergency and non-emergency services to the community.
• These fire apparatuses must be operable and ready to respond at a moments notice to emergency situations.
• The Pierce fire apparatuses are extremely complex with several mechanical, electrical, and hydraulic systems.
• In order to keep them in reliable condition, maintenance service must be completed as scheduled with minimal downtime.
6 46

DISCUSSION
• In order to keep up with the maintenance and repairs, Fleet Services at times will require these services and repairs to be performed by South Coast Emergency Vehicle Service under the direction of Fleet Services.
• Most of the services will be provided at South Coast Emergency Vehicle Services’ facilities.
• There may be an occasion when minor services, warranties or recalls are performed by the vendor on City property.
7 47

DISCUSSION
• South Coast Emergency Vehicle Service is located in Ontario, CA and meets all required City contractual provisions including possession of a City business tax certificate, insurance certificates and corporate filing with the California Secretary of State.
8 48

FINANCIAL IMPACT
• The total cost for this agreement with South Coast, LLC shall not exceed $900,000 through December 19, 2028, if extended. • Funding will begin in Fiscal Year 2023-24 and there are sufficient funds in the Fleet Services Fund (741) in the City Council approved FY 2023-24 operating budget.
• Subsequent fiscal year funding will be requested in the annual budget process.
9 49
Questions?
50 PUBLIC WORKS AND TRANSPORTATION COMMITTEE

AGENDA REPORT

REPORTS
AGENDA ITEM NO. D.2

DATE: November 28, 2023

TO: Public Works and Transportation Committee

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

SUBJECT: Agreement 32400247 with Quest National Holdings dba Quest National Security for Security Guard Services at Various City Locations. (10 minutes)

RECOMMENDATION

That the Public Works and Transportation Committee recommend that the City Council approve and authorize the Mayor to execute an Agreement with Quest National Holdings dba Quest National Security, for an initial term starting January 1, 2024, ending December 31, 2024, with the options to extend through December 31, 2028, and for a total contract not-to-exceed amount of $6,000,000 for security guard services at various City locations.

Please click the following link to view the required Measure M pre-recorded presentation video:
https://youtu.be/EGlo71a4-rI

BACKGROUND

The Public Works Department is responsible for the operation of the City’s Oxnard Transportation Center (OTC), Water Campus, Oxnard Wastewater Treatment Plant (OWTP) and Headworks Facility, Advanced Water Purification Facility (AWPF), and the Del Norte Regional Recycling and Transfer Station (Del Norte).

These facilities are located in the City of Oxnard and provide essential public utility services to the residents of Oxnard and the west Ventura County region.

These City facilities require security services to act as a first deterrent for unwanted activity to ensure the safety of personnel, protect property, customers, and the general public; and guard against vandalism. The City has used security services for City facilities over the past fifteen years.

Table 1 provides the location and property size for each facility.

TABLE 1

CITY FACILITY LOCATION LOT SIZE
(approximate ACREAGE)
Oxnard Transportation Center 201 East Fourth Street 8
Water Campus 251 South Hayes Avenue 4.9
OWTP & 6001 Perkins Road/ 30
51 Headworks Facility 5741 Perkins Road
AWPF 5700 Perkins Road 4.7
Del Norte 111 Del Norte Boulevard 16

DISCUSSION

This agreement with Quest includes armed and unarmed security services. The Water Campus is the only facility that utilizes armed security services due to critical infrastructure and high transient activity in the area.

As a reminder, in April 2023, staff brought forward and Council approved a “stop-gap” agreement with Dial because the contracted security vendor at the time had performance issues. While Quest’s proposed rates are less than Dial’s, they are approximately 32% higher than the previous vendor’s rates.

This agreement keeps the same level of service for each of these essential facilities. Since Quest's rates are higher than the previous vendor’s rates, future FY budget requests to cover security services will reflect those increases in the respective funds (e.g. Water, Wastewater, Special Funds, etc). For the remainder of FY 2023- 24, increases in security costs will be absorbed by the existing operating budgets already approved by Council for the last 6-months (January through June 2024).

The Water Division will be utilizing Armed security officers and all other locations will utilize Essential and Advanced unarmed security officers. The Advanced (supervisor/lead) security officer is required by Quest when more than one security officer are working at the same time. Table 2 and Table 3 provide rates for services that include all costs necessary for each facility including equipment and vehicles that will be utilized at the City’s locations.

TABLE 2

SCHEDULE HOURLY RATE
Unarmed Security Officer Essential (entry-level) Advanced (lead) Weekday (Mon-Fri) and Weekend (Sat-Sun) $33.77 $34.50
Armed Security Officer Premium (armed)
Weekday (Mon-Fri) and Weekend (Sat-Sun) $38.75

TABLE 3

ADDITIONAL EQUIPMENT MONTHLY RATE
Bicycle - Provided upon request at no cost $0.00
Golf Cart - Includes gas/electrical, mileage, insurance, maintenance and equipment $850.00 Dedicated Patrol Vehicle:

Option 2: Includes insurance, maintenance, and equipment.

Gas and mileage charged per mile
$1,350.00 plus
$0.66 per mile
52 Based on the needs and size of the facilities, security guards and equipment will be assigned accordingly.

On August 16, 2023, a request for proposal (RFP) PW 24-12 was released. Proposals from 10 different security firms were submitted. Bidders hourly rates ranged from $24.75 to $85.22 per hour for unarmed guard services and $29.00 to $95.00 for armed guard services. As part of the solicitation process, proposals were evaluated by the Environmental Resources Manager, Wastewater Administrative Analyst, and the Water Regulatory Compliance Coordinator. Staff evaluated all proposals based on the qualifications, experience, history with similar size clients, references, cost, and overall completeness of the proposal. After reviewing all proposals, the City has selected Quest to provide security services.

Staff has confirmed that Quest meets all required City contractual provisions including possession of a City business tax certificate, insurance certificates and corporate filing with the California Secretary of State. Based upon the available information and research performed to date, staff believes that the vendor is capable of satisfactorily providing the necessary services.

STRATEGIC PRIORITIES

This agenda item supports Public Safety strategy. The purpose of the Public Safety strategy is to restore and modernize the delivery of public safety services to provide for the safety of our neighborhoods and health of our community.

FINANCIAL IMPACT

The total cost for this Agreement with Quest shall not exceed $6,000,000 through December 31, 2028, if extended. Services will commence January 1, 2024. Sufficient funds are available in the respective funds for FY 2023-24 for January through June 30, 2024. Funding for future years will be included in the proposed operating budgets for the City Council’s consideration.

The following table shows the estimated spending plan for all divisions which also includes any potential increases after the initial term.

FY 2023-
24 FY 2024-
25 FY 2025-
26 FY 2026-
27 FY 2027-
28 FY 2028-
29 DIVISION ACCOUNT
6 Months 12 Months 12 Months 12 Months 12 Months 6 Months TOTAL
OTC 90403201-53200 $220,000 $445,000 $465,000 $490,000 $510,000 $265,000 $2,395,000 Water
Campus 6083607-53200 $135,000 $270,000 $285,000 $300,000 $315,000 $165,000 $1,470,000 OWTP 6113614-53200 $60,000 $125,000 $130,000 $140,000 $145,000 $75,000 $675,000 AWPF 6013605-53200 $35,000 $65,000 $70,000 $70,000 $75,000 $40,000 $355,000 Del Norte
6313630/6383639-
53200 $100,000 $205,000 $215,000 $225,000 $235,000 $125,000 $1,105,000 Total $550,000 $1,110,000 $1,165,000 $1,225,000 $1,280,000 $670,000 $6,000,000

For Finance Use Only: Transportation Development Act Fund (Org. 90403201 Obj. 53200), Water Operating Fund (Org. 6013605 Obj. 53200), Wastewater Operating Fund (Org. 6113614 Obj. 53200), Water Security & Contamination Prevention Fund (Org. 6083607 Obj. 53200), ER Fund (Org. 6313630 Obj. 53200), ER Security & Contamination Prevention Fund (Org. 6383639 Obj. 53200)

53 Prepared by: Brian Yanez, Assistant Public Works Director, Omar Castro, Water Division Manager, Jan Hauser, Wastewater Division Manager

ATTACHMENTS

1. Agreement 32400247

2. Presentation

54 Agreement No. 32400247

Page 1 of 43 ends

TRADE SERVICE AGREEMENT

BETWEEN

THE CITY OF OXNARD AND QUEST NATIONAL HOLDINGS DBA

QUEST NATIONAL SECURITY
By This Trade Services Agreement (“Agreement”), the CITY of Oxnard (“CITY”) agrees to engage the services of Quest National Holdings DBA Quest National Security (“SERVICE PROVIDER”), and SERVICE PROVIDER agrees to perform the services for CITY as herein described, for the compensation, during the term, and otherwise subject to the covenants and conditions herein set forth. CITY and SERVICE PROVIDER may be individually referred to as “Party” or collectively as the “Parties.”

1. S
UMMARY DESCRIPTION OF SERVICES.

T
his Agreement is for day and night time security guard services and armed security guard services for multiple locations for t he City of Oxnard. SERVICE PROVIDER will patrol the Oxnard Transportation Center, Water Campus, Oxnard Wastewater Treatment Plant, Headworks Facility, Advanced Water Purification Facility, and the Del Norte Regional Recycling and Transfer Station as further described in the scope of services set forth herein.

2. P
ARTIES.

C
ITY OF Oxnard (“CITY”), a general law and municipal corporation of the State of California, located at 300 West Third Street, Oxnard California 93030 Q
uest National Holdings DBA Quest National Security (“SERVICE PROVIDER”), a corporation of the State of California, located at 6320 Topanga Canyon Boulevard Suite 1630-116, Woodland Hills, CA 91367

3. TERM OF AGREEMENT: From: January 1, 2024 To: December 31, 2024 3 .1 Time is of the essence in this Agreement.
3 .2 The CITY shall have the option for (4) four consecutive (1) one- year extensions, in accordance with the scope of work and general terms and conditions of the Trade Services Agreement. Any price increases or decreases shall be negotiated at time of contract extension.
3 .3 Any Optional Extension (initial term, plus any option to extend) shall not exceed a total of five (5) years. The CITY in its sole discretion may exercise the optional extension upon 60 days written notice to the SERVICE PROVIDER in 55 Agreement No. 32400247

Page 2 of 43 ends

accordance with Section 11 of this Agreement. SERVICE PROVIDER shall issue its written consent to the CITY’s exercise of the option extension within 10 days of receipt of notice from the CI TY. All Notices shall comply with Section 20 of this Agreement.

3.4 All services required of SERVICE PROVIDER under this Agreement shall be completed on or before the end of the term of the Agreement.

4. AGREEMENT AMOUNT NOT TO EXCEED: $6,000,000.00

Exhibit A: Scope of Services
Exhibit B: Schedule of Compensation
Exhibit C: Insurance Requirements: City Insurance Exhibit INS-A Exhibit D: Living Wage Policy
Exhibit E: Prevailing Wage Policy
Exhibit F: Iran Contracting Certification

6. DESIGNATED REPRESENTATIVES.

The Designated Representatives listed below shall be authorized to act on behalf of the named Party, be responsible for negotiations and contractual matters, and coordinate with each other to perform the services under this Agreement. Additionally, SERVICE PROVIDER’s services shall be performed or immediately supervised by the SERVICE PROVIDER’s Representative:

CITY Designated Representative: SERVICE PROVIDER Designated Representative:

Name: Brian Yanez Name: Victoria Perez
Title: Assistant Public Works Director Title: President Phone: (805) 200-5412 Phone: 858-442-7577 Email: [email protected] Email: [email protected] Mailing Address (if differs from above): Mailing Address (if differs from above):

7. CONTRACTUAL PREREQUISITES.

56 Agreement No. 32400247

Page 3 of 43 ends

7.3. All proof of business license, insurance, and W -9 forms is required prior to execution of this Agreement.

7.4 SERVICE PROVIDER shall not perform any work under this Agreement until a proof of insurance has been provided to the City as required under Section 24 of this Agreement.

8. SERVICE PROVIDER'S SERVICES.

8.2 The Services shall be coordinated with the designated City Project Manager set forth in Exhibit A subject to the direction of the C ity Manager or Department Director. SERVICE PROVIDER hereby designates its Project Manager as set forth in “Exhibit A” as the person responsible for the Services who shall coordinate with City’s Project Manager in executing the scope of services under this Agreement.

9. COMPENSATION.

57 Agreement No. 32400247

Page 4 of 43 ends

10. PAYMENT & INVOICES.

The CITY shall pay all undisputed portions of any applicable invoice within thirty (30) days after receipt of an invoice. In the event the CITY disputes one or more items in an invoice, the CITY shall, within thirty (30) days after receipt of such invoice, notify the SERVICE PROVIDER of the item(s) being disputed and the reason(s) therefore. The CITY may withhold payment for such disputed items until resolution of the dispute.

10.1 Payment Request. SERVICE PROVIDER 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. Invoices may be emailed to:
[email protected]
.

11. OPTION TO EXTEND AGREEMENT.

Page 5 of 43 ends

years. If no option to extend the Agreement appears in section 3.2, then this Agreement shall not be extended.

12. MODIFICATION OF AGREEMENT.

13. TERMINATION OF AGREEMENT.

14. INDEPENDENT CONTRACTOR

SERVICE PROVIDER is and shall at all times remain, a s to City, a wholly independent contractor. Neither City nor any of its employees or agents shall have control over the conduct of SERVICE PROVIDER or any of its employees, except as stated in this Agreement. SERVICE PROVIDER 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 SERVICE PROVIDER. This Agreement shall not be interpreted to prevent or preclude SERVICE PROVIDER from rendering any services for SERVICE PROVIDER’s own account or to any other person or entity as SERVICE PROVIDER in its sole discretion shall determine; provided, however, that performing such services shall not materially interfere with the Services the SERVICE PROVI DER shall perform for the City. The CITY retains the right to provide general instructions to and observe the SERVICE PROVIDER in the performance of all services done on behalf of the CITY.

SERVICE PROVIDER and its employees are not employees of Ci ty. SERVICE PROVIDER 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 59 Agreement No. 32400247

Page 6 of 43 ends

insurance benefits. SERVICE PROVIDER 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.

15. LAWFUL PERFORMANCE.

SERVICE PROVIDER shall abide by all Federal, State, and Local Laws and Regulations as may be related to the performance of duties under this Agreement.

SERVICE PROVIDER, at its sole expense, shall obtai n and maintain during the term of this Agreement, all appropriate permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement.

16. SAFETY REQUIREMENTS.

SERVICE PROVIDER shall not perform any services for the CITY when the SERVICE PROVIDER is impaired by alcohol or a controlled substance. When there is reasonable cause to believe that any person has violated this provision, that person shall be immediately removed from the premises and be subject to any applicable civil and/or criminal penalties under the CITY’s Code and/or under state law. All work performed under this Agreement shall be performed in such a manner as to provide safety to the public. The CITY reserves the right to issue restraining or cease and desist orders to SERVICE PROVIDER when unsafe or harmful acts are observed or reported relative to the performance of the work under this Agreement. The acceptance of SERVICE PROVIDER's work by CITY shall not operate as a r elease of the SERVICE PROVIDER from such standard of care and workmanship.

17. OWNERSHIP OF SERVICE PROVIDER’S WORK PRODUCT,
CONFIDENTIALITY & DISCLOSURE.

Page 7 of 43 ends

all information developed in the course of the SERVICE PROVIDER's services.

SERVICE PROVIDER shall, in such time and in such form as the CITY may require, furnish reports concerning the status of services required under this Agreement. SERVICE PROVIDER shall, u pon request by CITY and upon completion or termination of this Agreement, deliver to the CITY all material furnished to SERVICE PROVIDER by the CITY.

17.3. Ownership – Generally. All inventions, discoveries, enhancements, changes, or improvements of comp uter programs developed pursuant to this Agreement shall be the property of the CITY, and all patents or copyrights shall be assigned to the CITY, unless otherwise agreed. SERVICE PROVIDER agrees that CITY may make modifications to computer software furni shed by SERVICE PROVIDER without infringing SERVICE PROVIDER’s copyright or any license granted to CITY, unless otherwise agreed.

17.5. Confidentiality. Information that is exempt from disclosure to the public is confidential. This includes information relating to the past, present, or future affairs of the City or information belonging to a third party whose information is in the City’s possession or control under obligations of confidentiality. SERVICE PROVIDER may be granted access to informat ion that is exempt from disclosure to the public (Government Code Section 7920.505) and may contain “trade secrets” (see Government Code Section 7924.510(f)) when it is necessary for SERVICE PROVIDER to perform its obligations pursuant to this Agreement. If SERVICE PROVIDER is granted such access to confidential information, SERVICE PROVIDER shall not be considered to be a member of the public as that term is used in Government Code Section 7920.515.

17.6. Disclosure of Information. SERVICE PROVIDER shall not disclose, publish, or authorize others to disclose or publish, design data, drawings, specifications, reports, or other information pertaining to the projects assigned to SERVICE PROVIDER by the CITY or other information to whic h the SERVICE PROVIDER has had access during the term of this Agreement without the prior written approval of the CITY’s Designated Representative during the term of this Agreement and for a period of two (2) years after the termination of this Agreement.

61 Agreement No. 32400247

Page 8 of 43 ends

18. ASSIGNMENT.

SERVICE PROVIDER's services pursuant to this Agreement shall be provided by the SERVICE PROVIDER’s Designated Representative or directly under his/her supervision, and SERVICE PROVIDER shall not assign another to supervise the SERVICE PROVIDER's performance of this Agreement without the prior written approval of CITY, by and through the CITY’s Designated Representative.

19. NOTICE OF BREACH AND OPPORTUNITY TO CURE.

Neither Party will be in breach of this Agreement where the breach is capable of being cured, or until written notice of the breach is received from the non-breaching Party.

The Party charged with breach will have fifteen (15) cal endar days from the date of receiving such notice in which to cure the breach or otherwise respond. If the circumstances leading to the charge that the Agreement was breached have not been cured or explained to the satisfaction of the other Party within f ifteen (15) days from the date on which the breaching Party received notice of breach, the non- breaching Party may terminate this Agreement. Notice shall be given in the manner set forth in section 20.

20. NOTICES.

All notices given or required to be gi ven pursuant to this Agreement shall be in writing and may be given by personal delivery or by first -class mail. Notice sent by mail shall be addressed to each Party’s Designated Representative as set forth above in Section 6. When addressed in accordance with this Section, such notice shall be deemed given upon deposit in the United States mail, postage prepaid. In all other instances, notices shall be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this Section.

21. COVENANTS AND CONDITIONS.

Each term and each provision of this Agreement to be performed by SERVICE PROVIDER shall be construed to be both a covenant and a condition.

22. WAIVER.

Page 9 of 43 ends

any subsequent breach of the same or any other term, covenant, or condition c ontained in this Agreement, whether of the same or different character.

23. INDEMNIFICATION, HOLD HARMLESS & DEFENSE.

23.1 As a separate and independent covenant from SERVICE PROVIDER’s obligations under this section, SERVICE PROVIDER shall to the fullest extent permitted by law, immediately defend, indemnify, and hold harmless CITY, its legislative and advisory bodies, and the CITY’s officials, directors, officers, employees, and agents (the “Indemnitees”) from and against all liabilities regardless of nature, type, or cause, arising out of or resulting from or in connection with SERVICE PROVIDER’s performance of this Agreement or SERVICE PROVIDER’s failure to comply with any of its obligations contained in this Agreement. Liabilities subject to the duties to defend and indemnify include, without limitation, all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys’ fees; court costs; and costs of alternative dispute resolution. SERVICE PROVIDER’s obligation to indemnify applies unless it is adjudicated that any of the liabilities covered by this Section are the result of the sole active negligence or sole willful misconduct of any of the Indemnitees.

23.2 The duty to defend is a separate and distinct obligation from SERVICE PROVIDER’s duty to indemnify. SERVICE PROVIDER shall be obligated to defend in all legal, equitable, administrative, or special proceedings, with counsel approved by the CITY Attorney, immediately upon tender to SERVICE PROVIDER of the claim in any form or at any stage of an action or proceeding, whether or not liability is established. An allegation or determination of negligence or willful misconduct by any of the Indemnitees shall not relieve SERVICE PROVIDER from its separate and distinct obligation to defend the Indemnitees. The obligation to defend extends through final judgment, including exhaustion of any appeals. The defense obligation includes the obligation to provide independent defense counsel if SERVICE PROVIDER asserts that liability is caused in whole or in part by the negligence or willful misconduct of the Indemnitees. If it is finally adjudicated that liability was caused by the sole active negligence or sole willful misconduct of any of the Indemnitees, SERVICE PROVIDER may submit a claim to CITY for reimbursement of reasonable attorneys’ fees and defense costs.

23.3 The review, acceptance or approval of SERVICE PROVIDER’s work or work product by any of the Indemnitees shall not affect, relieve or reduce SERVICE PROVIDER’s indemnification or defense obligations. SERVICE PROVIDER waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by SERVICE PROVIDER pursuant to this Agreement. The provisions of this Section shall not be restricted by and do not affect the provisions of this Agreement relating t o Section 24. The SERVICE PROVIDER’s obligations under this Section of the Agreement shall survive the 63 Agreement No. 32400247

Page 10 of 43 ends

termination of the Agreement.

23.4 SERVICE PROVIDER agrees to pay all required taxes on amounts paid to SERVICE PROVIDER under this Agreement, and t o 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. SERVICE PROVIDER shall be solely responsible for, and shal l save CITY harmless from, all matters relating to the payment of SERVICE PROVIDER’s subcontractors, material suppliers, directors, officers, employees, agents and representatives, including compliance with social security requirements, federal and State i ncome 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 SERVICE PROVIDER under this Agreement any amount due to CITY from SERVI CE PROVIDER as a result of its failure to promptly pay to CITY any reimbursement or indemnification arising under this Section.

24. INSURANCE.

25. LIVING WAGE REQUIREMENTS.

26. PREVAILING WAGE REQUIREMENTS.

26.1. Application. The payment of State prevailing wages as designated for Ventura County shall apply to public works projects. However, this section shall not apply to work performed on a public works project of twenty -five thousand dollars ($25,000) or less when the project is for construction, alteration, demolition, 64 Agreement No. 32400247

Page 11 of 43 ends

installation, or repair work; or to work performed on a public works project of fifteen thousand dollars ($15,000) or less when the project is for maintenance work.

Prevailing wages are required to be paid to all workers, including subcontracted employees.

26.2. Compliance with California Department of Industrial Relations (DIR).

To determine if this Agreement is subject to compliance monitoring and enforcement, go to:
https://www.dir.ca.gov/Public-Works/PublicWorksSB854FAQ.html

27. CONFLICT OF INTEREST

SERVICE PROVIDER covenants that it does not have any interest, nor shall it acquire any interest, directly or indirectly, which would conflict in any manner with the performance of SERVICE PROVIDER’s services under this Agreement. SERVICE PROVIDER further covenants that in the performance of services under this Agreement, no officer, employee or agent of SERVICE PROVIDER having such interest shall be employed by it. In the event the CITY determines that SERVICE PROVIDER must disclose its financial interests by completing and filing a Fair Political Practices Commission Form 700, Statement of Economic Interests, SERVICE PROVIDER shall file such Form 700 with the CITY Clerk’s Office pursuant to the written instructions provided by the CITY Clerk. Acquisition or maintenance of a conflicting interest by SERVICE PROVIDER may result in termination of this Agreement by the CITY.

28. IRAN CONTRACTING ACT

In accordance with the Iran Contract Act of 2010 (Public Contract Code sections 2200- 2208) the City requires that any SERVICE PROVIDER that submits a proposal or otherwise proposes to enter into or renew a contract with the City with respect to goods or services of one million dollars ($1,000,000) or more, must certify, that the SERVICE PROVIDER is not identified on a list created pursuant to subdivision (b) of Public Contract Code Section 2203 as a person engaging in investment activities in Iran described in subdivision (a) of Public Contract Code Section 2202.5, or as a person described in subdivision (b) of Public Contract Code Section 2202.5, as applicable.

65 Agreement No. 32400247

Page 12 of 43 ends

A SERVICE PROVIDER is ineligible to enter into any contract with the CITY for goods or services of one million dollars ($1,000,000) or more if the SERVICE PROVIDER engages in investment activities in Iran. SERVICE PROVIDER must certify that it is not on the list of ineligible vendors prohibited from doing business with the State of California and shall complete the Iran Contract Act Certification attached as Exhibit F.

29. [RESERVED]

30. DISPUTES.

Except as otherwise provided in these provisions, any dispute concerning a question of fact arising under this Agreement, shall be decided by the CITY’s Designated Representative, who shall reduce this decision to writing and mail a copy to the SERVICE PROVIDER. The decision of the CITY’s Designated Representative s hall be final and conclusive unless SERVICE PROVIDER requests mediation within ten (10) calendar days. Pending final decision of a dispute, the SERVICE PROVIDER shall proceed diligently with the performance of the Agreement and in accordance with the deci sion of the CITY’s Designated Representative.

31. DISPUTE RESOLUTION.

Should an unresolved dispute arise out of this Agreement, any Party may request that it be submitted to mediation. The Parties shall meet in mediation within a reasonable time not to exceed forty five (45) days of a request. The mediator shall be agreed to by the mediating Parties. In the absence of an agreement on a mediator, the Parties shall each submit one name from mediators listed by the American Arbitration Association, the Cal ifornia State Board of Mediation and Conciliation, or other agreed- upon service. The mediator shall be selected by a “blindfold” process. The cost of mediation shall be borne equally by both Parties. Neither Party shall be deemed the prevailing Party. No Party shall be permitted to file a legal action without first meeting in mediation and making a good faith attempt to reach a mediated settlement. The mediation process, once commenced by a meeting with the mediator, shall last until agreement is reached by the Parties but not more than sixty (60) calendar days, unless the maximum time is extended in writing by both Parties.

32. AUDIT.

Page 13 of 43 ends

SERVICE PROVIDER shall maintain and preserve all such records for a period of at least 3 years after final payment under the Agreement or until an audit has been completed and accepted by CITY, whichever occurs later. SERVICE PROVIDER shall maintain all such records in CITY or to promptly reimburse CITY for all reasonable costs incurred in conducting the audit at a location other than in CITY, including but not limited to expenses for personnel, salaries, private auditor, travel, lodging, meals and overhead. SERVICE PROVIDER shall include a copy of this Section in all contracts with its subcontractors, and SERVICE PROVIDER 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.

33. ADVERTISING AND PUBLICITY

34. NONDISCRIMINATORY EMPLOYMENT.

SERVICE PROVIDER 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.

SERVICE PROVIDER understands and agrees that it is bound by and will comply with all legal nondiscrimination mandates. For every subcontractor who will perform Services, SERVICE PROVIDER shall be responsible for such subcontractor’s compliance with this Section.

35. FORCE MAJEURE.

36. GOVERNING LAW.

The terms of this Agreement shall be interpreted according to the laws of the State of California. Should litigation occur, venue shall be in the Superior Court of California, County of Ventura.

37. SEVERABILITY.

67 Agreement No. 32400247

Page 14 of 43 ends

38. INTEGRATED AGREEMENT.

This Agreement and the attached exhibit s referenced herein to this Agreement represent the entire understanding between the Parties. No verbal agreement or implied covenant shall be held to vary the provisions of this Agreement. This Agreement shall bind and inure to the benefit of the Partie s to this Agreement and any subsequent successors and assigns.

39. NO THIRD-PARTY BENEFICIARY.

This Agreement shall not be construed to be an agreement for the benefit of any third-party or parties, and no third party or parties shall have any claim or right of action under this Agreement.

40. AUTHORITY TO EXECUTE.

41. EXECUTION – COUNTERPARTS.

42. INCONSISTENT OR CONFLICTING TERMS.

Page 15 of 43 ends

Representative unless specifically agreed to in writing, and initiated by CITY’s Designated Representative, as to each additional contractual term or condition.

43. ACKNOWLEDGEMENT.

[Signatures on next page]

69 Agreement No. 32400247

Page 16 of 43 ends

In witness whereof, the Parties have entered into this Agreement effective on the date as written in section 3 and upon signature of all Parties.

CITY OF OXNARD QUEST NATIONAL HOLDINGS

DBA QUEST NATIONAL SECURITY

☐John C. Zaragoza, Mayor1 Date Victoria Perez, President Date ☐Jennifer Yates, 2
Purchasing Manager

Yoav Raikel, Vice President3 Date

ATTEST:

Rose Chaparro, CITY Clerk Date
(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 execute any agreement over $200,000. 2 The Purchasing Agent may execute any authorized agreement up to $200,000. 3 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.

70 Agreement No. 32400247

Page 17 of 43 ends

EXHIBIT A

TRADE SERVICE AGREEMENT
(CITY of Oxnard and QUEST NATIONAL HOLDINGS DBA QUEST NATIONAL SECURITY)

SCOPE OF SERVICES

CITY PROJECT MANAGER: Brian Yanez/ (805) 200-5412 / [email protected]

The security services will include, but not be limited to, patrols that include visual inspections (facilities, on site-vehicles, security cameras, etc.) and physical inspections (gates, doors, etc.) to ensure secure status, make contact with individuals on property after hours to determine reason for access to the facility, and notifying designated City staff of any unauthorized activities and Police or Fire Department in case of an emergency. City security specifications and hours will vary depending on the location but the general expectations are:

1. SERVICE PROVIDER shall be able to perform a combination of roving, foot, and car patrol that are either armed or unarmed across the service areas requested.

2. SERVICE PROVIDER must be a licensed private patrol operator with the California Department of Consumer Affairs, Bureau of Security and Investigative Services.

3. Each security officer and supervisor assigned to this project must possess a valid and permanent California Department of Consumer Affairs, Bureau of Security and Investigative Security Services security guard registration while on the job site.

4. SERVICE PROVIDER employees assigned to this project may be required to submit a Live Scan and criminal history check.

5. The SERVICE PROVIDER is responsible for the scheduling of the employees for the service locations requested below. The City will not pay the vendor for any over-times hours. In the event the CITY requires additional hours or extended hours, these requests might result in overtime billed at 1.5X times (time and a half) the agreed upon rate.

6. SERVICE PROVIDER employs all security officer personnel and shall be responsible for the payment of all wages, appropriate expenses, employer's contribution to social security taxes, workers comp, benefits, Medicare taxes, federal unemployment taxes, state unemployment taxes, state employment training taxes, state disability insurance and any other taxes imposed on, or required for payment by a PPO licensed employer in the State of California.

7. All security officers shall be under the direction and control of SERVICE PROVIDER.

SERVICE PROVIDER shall have the right to assign such security officers as it sees fit in order to provide the necessary services, unless otherwise mutually agreed upon by the parties in writing. SECURITY PROVIDER may change security officers at will. 71 Agreement No. 32400247

Page 18 of 43 ends

8. Contract billing rate is an all-inclusive rate. The billing rate shall include all costs necessary including but not limited to; employee wages, benefits, required supplies, travel to and from locations, and patrol vehicles if necessary.

9. Each security guard and supervisor assigned to this project must be able to speak, read, and write in English.

10. All SERVICE PROVIDERS’ personnel shall wear readily recognizable uniforms and display a company issued photo identification while on City property.

11. SECURITY PROVIDER shall provide its security officers with all necessary uniforms, badges and equipment. Non-standard uniforms or equipment required by CITY will be provided as agreed upon and at a cost as mutually agreed upon in writing.

12. If patrol cars are needed, they need to be kept clean and in working condition and display company logo.

CITY OBSERVED HOLIDAYS
The SERVICE PROVIDER will work with the City to ensure adequate security services during City observed holidays. Holiday billing rate is time and a half (1.5X).

The City observes the following holidays:
● New Year’s Day
● Martin Luther King Jr. Day
● Presidents Day
● Cesar Chavez Day
● Memorial Day
● Independence Day
● Labor Day
● Veterans Day
● Thanksgiving Day
● Day after Thanksgiving
● Christmas Day
City facilities close early on:
● Christmas Eve
● New Year’s Eve

REPORTING

1. A daily post log should be kept on premises at each location. These daily logs should keep record of exceptional events and observations and be digitally sent to the designated City representative at the end of each shift. Electronic reports should be available upon request.

72 Agreement No. 32400247

Page 19 of 43 ends

2. SERVICE PROVIDER shall notify the Police or Fire Department in the event of an emergency and contact the designated City representative after contacting the police.

LOCATION SCOPE OF SERVICES
OXNARD TRANSPORTATION CENTER (OTC):

The parameters for the private patrol operation (PPO) are as follows:

SITE PATROL SCHEDULE FOR PPO– OXNARD TRANSPORTATION CENTER (OTC) SERVICE PROVIDER shall provide unarmed security services for the City of Oxnard Transportation Center (OTC), located at 201 East Fourth Street:

Background Information

The Oxnard Transit Center (OTC) is a two- story, 13,000 square feet brick motif building that opened in 1986. The total facility area is slightly over five acres, and includes parking lots, bus and rail loading facilities, and landscaped areas. During business hours, the Patrol security officers staffing operations at the OTC are Monday - Friday from 5:00 a.m. to 10:30 p.m., and Saturday and Sunday from 6:00 a.m. to 10:30 p.m. After business hours, the Patrol security officers staffing operations at the OTC are Monday - Friday from 10:30 p.m. to 5:00 a.m., and Saturday and Sunday from 10:30 p.m. to 6:00 a.m. The OTC is a multi - model transportation facility and is open every day of the year (365 days per year), including City holidays. Security cameras and an indoor concierge desk provide a central location for security officers and high visibility for the patrons, employees, and business owners. The City has closed circuit television surveillance cameras inside and outside the building, with a central station at the concierge desk where the security guards are stationed. Most of the cameras have pan-tilt- zoom features.

Service Description

SERVICE PROVIDER will provide patrol unarmed security services to the OTC located at 201 East Fourth Street and its associated public parking lots on Meta Street, East Fourth Street, and 273 East Fifth Street. The selected SERVICE PROVIDER is expected to serve as the City's main customer contact for visitors to the Oxnard Transit Center during business hours.

The City does not have an on-site property manager so the lead on-site security guard will serve as a liaison to notify City staff of issues about property management that require repairs to the premises. The main concentration of patrol time during open hours is located in and around the OTC, its surrounding parking lots and train and bus loading platforms.

Attachment 1- Aerial Map for OTC is a map of the facility. This facility will require a patrol vehicle.

Service During Operational Hours

1. One (1) uniformed patrol person on site from 5:00 a.m. to 10:30 p.m., Monday – Friday.

Saturday and Sunday from 6:00 a.m. to 10:30 p.m.
73 Agreement No. 32400247

Page 20 of 43 ends

Two (2) uniformed patrol persons on site during peak hours of operation from 9:00 a.m. to 6:00 p.m. Monday – Friday. Saturday and Sunday from 9:00 a.m. to 5:00 p.m.

One (1) uniformed patrol person on site for after hours from 10:30 p.m. to 5:00 a.m. Monday - Sunday.

● Monday through Friday
● 5:00 a.m. to 9:00 a.m. one (1) uniform patrol person
● 9:00 a.m. to 6:00 p.m. two (2) uniform patrol persons ● 6:00 p.m. to 10:30 p.m. one (1) uniform patrol person

● Saturday through Sunday
● 6:00 a.m. to 9:00 a.m. one (1) uniform patrol person
● 9:00 a.m. to 5:00 p.m. two (2) uniform patrol persons ● 5:00 p.m. to 10:30 p.m. one (1) uniform patrol person

● Monday through Sunday
● 10:30 p.m. to 5:00 a.m. one (1) uniform patrol person

2. Patrols will take place periodically by a variety of means. Patrols may occur by vehicles, bicycle, foot, video surveillance, and a combination thereof.

3. It is up to the SERVICE PROVIDER to schedule their employees according to the hours above. The City will not pay the SERVICE PROVIDER for any over -time hours under any conditions.

Patrol Person Responsibilities

Assigned Patrol Person Will:

1. Patrol assigned areas as required. The assigned areas include:
i. bus platforms
ii. train platforms
iii. lobby and kiosks areas
iv. restrooms
v. waiting areas
vi. public areas within and outside the building
vii. both long-term and short-term parking lots
viii. EV charging stations

2. Report abandoned vandalized and/or unregistered vehicles to Oxnard Police.

3. Discourage loitering on the premises including all landscaped areas.

4. Observe and report any illegal or hazardous activities and/or items to law enforcement immediately. The OTC manager is to be notified of the disposition of the law enforcement response as soon as possible.
74 Agreement No. 32400247

Page 21 of 43 ends

5. Provide information as directed to employees, the public, and visitors of the OTC.

6. Determine loss, damage, or misuse of the property.

7. Open and close the OTC, utilizing the alarm systems.

8. Regularly survey the security and safety status of the OTC area and report findings.

9. Assist in the evacuation of OTC area patrons and employees as necessary.

10. Monitor activity occurring within the OTC and on the OTC property.

11. Investigate any suspicious activity and notify law enforcement when appropriate.

12. Assist fire department, medical services, and police agencies as necessary.

13. Maintain and update the security procedures manual, commonly known as "Post Orders."

14. Maintain a professional appearance at all times.

15. Provide a daily log noting exceptional events and observations. Including a weekly log of the names of the guards and the times they worked.

16. Operate the closed circuit television system and maintain its records as required by the City's records retention policies.

17. Locate persons who are disturbing patrons or engaging in illegal activities at the OTC.

Advise those who are impeding normal operations or engaging in illegal activities at the OTC to leave the property.

18. Maintain photographic and written records of banned persons, habitual offenders, and persons who have been advised about trespassing.

19. Provide one copy of any subpoena for records to the City of Oxnard Office of the City Attorney, 305 West Third Street, East Wing, First Floor, Oxnard, CA 93030 within 48 hours of receiving a subpoena. Provide notice to the property manager of any subpoena for records within 48 hours of receiving a subpoena.

20. Serve as a liaison to notify City staff of issues about property management that require repairs to the premises.

WATER CAMPUS
The parameters for the private patrol operation are as follows:

SITE PATROL SCHEDULE FOR PPO OPERATION – WATER CAMPUS
SERVICE PROVIDER shall provide security services to the City of Oxnard’s Water Campus located at 251 South Hayes Avenue.

Security Patrols

SERVICE PROVIDER security patrols will include visual inspections of the Water Campus and physical inspections of all gates and doors of each facility and on-site vehicles to verify secure status. Make contact with individuals on property after hours to determine reason for access to the facility. SERVICE PROVIDER shall perform regular visual inspection of parking lots, Meter Shop, Distribution Shop, container storage, Administration Building, Multi-Purpose Facility, Reverse Osmosis Plant, and the surrounding area of the Water 75 Agreement No. 32400247

Page 22 of 43 ends

Campus. SERVICE PROVIDER shall notify designated City staff of any unauthorized activities and police in the event of an emergency.

After-Hours Security Service

● Monday through Friday (13 hours)
● 12:00 a.m. – 7:00 a.m.
● 6:00 p.m. – 11:59 p.m.
● Saturday (24 hours)
● 12:00 a.m. – 11:59 p.m.
● Sunday and Holidays (24 hours)
● 12:00 a.m. – 11:59 p.m.

SERVICE PROVIDER shall provide armed security services and vehicle to the entire Water Campus, to include physical monitoring of the facility and monitoring of security cameras, vehicles, and equipment.

SERVICE PROVIDER shall notify designated City staff of any unauthorized activities and police in the event of an emergency. This facility will require a patrol vehicle. Attachment 2 - Aerial Map of the Water Campus.

Vendor Responsibilities

1. SERVICE PROVIDER shall maintain a daily post log noting exceptional events and observations and provide copies to the City.

2. SERVICE PROVIDER must be a licensed private patrol operator with the California Department of Consumer Affairs, Bureau of Security and Investigative Services.

4. Each security officer and supervisor assigned to this project must be able to speak, read and write in English.

5. SERVICE PROVIDER employees assigned to this project may be required to submit a Live Scan and criminal history check performed by the Oxnard Police Department at the City’s expense with or without notice.

OXNARD WASTEWATER TREATMENT PLANT (OWTP), HEADWORKS FACILITY AND ADVANCED WATER PURIFICATION FACILITY (AWPF):

Location: 6001 Perkins Rd (OWTP)
5741 Perkins Rd (Headworks)
5700 Perkins Rd (AWPF)
Patrol: Roving Vehicle
Days: Monday - Sunday
Hours: 6:00 PM - 6:00 AM
76 Agreement No. 32400247

Page 23 of 43 ends

Armed: No
Reports: Daily
Check in: Upon arrival & Before Departure
The parameters for the private patrol operation are as follows:

SITE PATROL SCHEDULE FOR PPO OPERATION – WASTEWATER TRE ATMENT

PLANT (OWTP), HEADWORKS FACILITY, AND ADVANCED WATER PURIFICATION FACILITY (AWPF):

SERVICE PROVIDER shall provide one unarmed uniformed security guard during after - hours to provide roving security patrols at the Wastewater Treatment Plant (OWTP) located at 6001 Perkins Road, Headworks Facility located at 5741 Perkins Road, Oxnard, California 93033 and the Advanced Water Purification Facility located at located at 5700 Perkins Road. SERVICE PROVIDER security patrols shall include visual ins pections of each facility and on-site vehicles, and physical inspections of all gates and doors of each facility and on-site vehicles to verify secure status. SERVICE PROVIDER will make contact with individuals on property after hours to determine reason for access to the facility. SERVICE PROVIDER shall alert the Police and Fire Departments should additional assistance be required.

Security Patrols – OWTP, Headworks Facility & AWPF

SERVICE PROVIDER shall provide roving security patrol of the OWTP, Headworks facility and AWPF throughout the duration of the hours noted below. Security Patrols shall ensure all facilities are secure through physical inspection of facility gates and building doors.

Primary responsibility is to ensure that all persons on any of the three (3) sites are duly authorized. Security personnel shall make contact with any unknown individuals on the sites to determine proper authorization and purpose for access to the facility. All areas within the fence line shall be monitored on a continuous basis for unauthorized intruders.

Security personnel will not be required to enter buildings. Only one (1) vehicle will be required for both facilities. Attachment 3 and 4- Aerial Map for OWTP and Aerial Map for AWPF are maps for the facilities.

After- Hours Security Service – OWTP, Headworks Facility and AWPF

1. SERVICE PROVIDER shall immediately notify Wastewater staff and City of Oxnard Police of any unauthorized activities or emergencies.

2. The OWTP is staffed continuously, 24 hours per day, 365 days per year.

Therefore, security personnel shall check in with OWTP staff upon arrival at the facility and check out at the end of each shift. Daily logs shall be submitted at the end of every shift.

3. The City will provide the security person with a communication device, list of personnel on site, site access controls, restroom facilities and any other relevant information at the start of each day.
77 Agreement No. 32400247

Page 24 of 43 ends

4. The OWTP, Headworks and AWPF are working facilities with tanks, pumps, and other potentially dangerous equipment. SERVICE PROVIDER is not to enter any building, tank or other facility without prior written authorization or escort from City staff.

Del Norte Regional Recycling and Transfer Station:

The parameters for the private patrol operation are as follows:

SITE PATROL SCHEDULE FOR PPO OPERATION – DEL NORTE REGIONAL

RECYCLING AND TRANSFER STATION
SERVICE PROVIDER shall provide one unarmed uniformed security guard and bicycle during after-hours to provide security patrols and to monitor surveillance cameras at the Del Norte Regional Recycling and Transfer Station (Del Norte Facility) located at 111 Del Norte Boulevard, Oxnard, California 93030.

SERVICE PROVIDER security patrols will include visual inspections of each facility and on-site vehicles, and physical inspections of all gates and doors of each facility and on-site vehicles to verify secure status. Make contact with individuals on property after hours to determine reason for access to the facility. SERVICE PROVIDER shall alert the Police and Fire Departments should additional assistance be required.

Security Patrols - Del Norte Facility

SERVICE PROVIDER shall provide control of after -hours access and make regular physical inspections of the site, patrols of the parking lots and the staging areas for recyclable material, equipment and supplies; regularly enter the facility to inspect piles of solid waste, recyclables and green waste for signs of spontaneous combustion and to contact emergency services as needed; secure all building doors and gate entrances, and monitoring of video security cameras. This facility will require foot patrol. Attachment 5 - Aerial Map for Del Norte is a map of the facility.

After-Hours Security Service at the Del Norte Facility
● Monday through Friday (12.5 hours)
● 12:00 a.m. – 5:00 a.m.
● 4:30 p.m. – 11:59 p.m.
● Saturday (17 hours)
● 12:00 a.m. – 5:00 a.m.
● 12:00 p.m. – 11:59 p.m.
● Sunday and Holidays (24 hours)
● 12:00 a.m. – 11:59 p.m.
●
SERVICE PROVIDER shall notify designated City staff of any una uthorized activities and the Police or Fire Departments in the event of an emergency.

78 Agreement No. 32400247

Page 25 of 43 ends

Attachment 1- Aerial Map of OTC

79 Agreement No. 32400247

Page 26 of 43 ends

Attachment 2-Aerial Map for Water Campus

80 Agreement No. 32400247

Page 27 of 43 ends

Attachment 3-Aerial Map for OWTP & Headworks Facility

81 Agreement No. 32400247

Page 28 of 43 ends

Attachment 4- Aerial Map for AWPF

82 Agreement No. 32400247

Page 29 of 43 ends

Attachment 5- Aerial Map for Del Norte Regional Recycling and Transfer Station

83 Agreement No. 32400247

Page 30 of 43 ends

EXHIBIT B

TRADE SERVICE AGREEMENT
(CITY of Oxnard and QUEST NATIONAL HOLDINGS DBA QUEST NATIONAL SECURITY)

SCHEDULE OF COMPENSATION

Post
Location
name
Location
address
# of
guards/
vehicle
s Days
Check
in
Check
out
Total
hour
s
O
T
Regula
r
hourly
rate
OT
hourl
y
rate
Holiday
s per
year
Workday
s per
year
Unarmed OTC
201 East
Fourth
Street
1 Mon-Fri 5:00:00 9:00:00 4.00 0 $33.77 $50.6
6 6 255
1 Sat-Sun 6:00:00 9:00:00 3.00 0 $33.77 $50.6
6 0 104
1 Mon-Fri 9:00:00 18:00:00 9.00 0 $33.77 $50.6
6 6 255
1 Sat-Sun 9:00:00 17:00:00 8.00 0 $33.77 $50.6
6 0 104
1 Mon-Fri 9:00:00 18:00:00 9.00 0 $34.50 $51.7
5 6 255
1 Sat-Sun 9:00:00 17:00:00 8.00 0 $34.50 $51.7
5 0 104
1 Mon-Fri 18:00:0
0 22:30:00 4.50 0 $33.77 $50.6
6 6 255
1 Sat-Sun 17:00:0
0 22:30:00 5.50 0 $33.77 $50.6
6 0 104
1 Mon-Fri 22:30:0
0 5:00:00 6.50 0 $33.77 $50.6
6 6 255
1 Sat-Sun 22:30:0
0 6:00:00 7.50 0 $33.77 $50.6
6 0 104
Armed
After-
Hours
Security
Service
Water
Campus
251 South
Hayes
Avenue
1 Mon-Fri 0:00:00 7:00:00 7.00 0 $38.75 $58.1
3 6 255
1 Mon-Fri 18:00:0
0 23:59:00 6.00 0 $38.75 $58.1
3 6 255
1 Sat 0:00:00 23:59:00 24.00 0 $38.75 $58.1
3 0 52
1 Sun and
Holidays 0:00:00 23:59:00 24.00 0 $38.75 $58.1
3 0 52
Unarmed
Patrol:

Roving
Vehicle
OWTP
Headwork
s
AWPF
6001
Perkins Rd
5741
Perkins Rd
5700
Perkins Rd
1 Mon-Sun 18:00:0
0 6:00:00 12.00 0 $33.77 $50.6
6 6 359

Unarmed
foot patrol
After-
Hours
Security
Service
Del Norte
Regional
Recycling
and
Transfer
Station
111 Del
Norte
Boulevard
1 Mon-Fri 0:00:00 5:00:00 5.00 0 $33.77 $50.6
6 6 255
1 Mon-Fri 16:30:0
0 23:59:00 7.50 0 $33.77 $50.6
6 6 255
1 Sat 0:00:00 5:00:00 5.00 0 $33.77 $50.6
6 0 52
1 Sat 12:00:0
0 23:59:00 12.00 0 $33.77 $50.6
6 0 52
1 Sun and
Holidays 0:00:00 23:59:00 24.00 0 $33.77 $50.6
6 0 52
84 Agreement No. 32400247

Page 31 of 43 ends

Additional Rates and services as follows:

85 Agreement No. 32400247

Page 32 of 43 ends

EXHIBIT C

TRADE SERVICES AGREEMENT
(CITY of Oxnard and QUEST NATIONAL HOLDINGS DBA QUEST NATIONAL SECURITY)

INSURANCE REQUIREMENTS

Prior to contract approval, CONSULTANT/SERVICE PROVIDER/SELLER/BIDDER (hereafter referred to as “SERVICE PROVIDER”) must procure, agree to maintain and supply evidence of insurance at the levels listed and in accordance with the other provisions listed in this document.

[See next pages]

86 Agreement No. 32400247

Page 33 of 43 ends

Exhibit INS-A

INSURANCE REQUIREMENTS FOR CONSULTANTS
(WITH ERRORS AND OMISSIONS REQUIREMENT)

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 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. 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 cert ificates 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 commencement of services. City reserves the right to re quire 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. 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. 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 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. 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 investigations, 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.

10/23

87 Agreement No. 32400247

Page 34 of 43 ends

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 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

88 Agreement No. 32400247

Page 35 of 43 ends

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.

CO
LTR

TYPE OF INSURANCE

POLICY
NUMBER

POLICY

EFFECTIVE
DATE
(MM/DD/YY)

POLICY

EXPIRATION
DATE
(MM/DD/YY)

LIMITS

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) $

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 $

EXCESS LIABILITY

UMBRELLA FORM

OTHER THAN UMBRELLA
FORM

EACH OCCURRENCE $

AGGREGATE $

WORKERS'

COMPENSATION
AND

EMPLOYERS' LIABILITY

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

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

89 Agreement No. 32400247

Page 36 of 43 ends

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
❒
❒
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:

INSURED. The City, its officers, agents, employees and volunteers are included as insureds with regard to liability and defense of sui ts arising from the operations, products and activities performed by or on behalf of the named insured.

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 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 insurance maintained by the City, it s officers, agents, employees or volunteers shall be in excess of this insurance and shall not contribute with it.

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.

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.

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.

SCOPE OF COVERAGE. This policy, if primary, affords coverage at least as broad as:

Insurance Services Office Commercial General Liability Coverage, “occurrence” form CG0001; or 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 ex clusions 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

AUTHORIZED REPRESENTATIVE
❒ Broker/Agent ❒ Underwriter ❒
90 Agreement No. 32400247

Page 37 of 43 ends

Indianapolis, Indiana 462500-4299 US 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:

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.

CONTRIBUTION NOT REQUIRED. As respects: (a) work performed by the named insured for or on behalf of the C ity; 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.

PROVISIONS REGARDING THE INSURED’S DUTIES. Any failure to comply with reporting provisions of the policy or breaches or violations of w arranties shall not affect coverage provided to the City, its officers, agents, employees or volunteers.

SCOPE OF COVERAGE. This policy, if primary, affords coverage at least as broad as:

Insurance Services Office Automobile Liability Coverage, “occurrence” form CA0001, code ("any auto"); or 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 lim its, conditions, agreements or exclusions of the policy to which this endorsement is attached.
91 Agreement No. 32400247

Page 38 of 43 ends

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

EXHIBIT D

TRADE SERVICES AGREEMENT
(CITY of Oxnard and QUEST NATIONAL HOLDINGS DBA QUEST NATIONAL SECURITY)

LIVING WAGE POLICY

A. SERVICE PROVIDER shall compensate any employee of SERVICE PROVIDER who provides services under this Agreement in accordance with the Living Wage Policy, attached hereto and incorporated herein by reference as the Living Wage Policy Exhibit. While this Agreement is in effect, SERVICE PROVIDER shall pay such employee no less than $18.89 per hour for each hour that such employee provides services under this Agreement. In addition, while this Agreement is in effect, SERVICE PROVIDER shall provide to such empl oyee no less than 96 hours of paid leave per calendar year.

B. SERVICE PROVIDER agrees to post, at a location readily accessible to those employees providing services to the CITY, a copy of the Living Wage Policy adopted by City Council on July 9, 2002 and effective October 1, 2002.

D. In addition, if SERVICE PROVIDER fails to comply with the Living Wage Policy in any manner, SERVICE PROVIDER shall pay to CITY a fine of $500 and shall pay to any employee providing services under this Agreement a penalty of three times the amount or value of the compensation owed to such employee under the Living Wage Policy. SERVICE PROVIDER shall pay such fine and penalty within fifteen (15) calendar days after the City Manager or designee provides written notice to SERVICE PROVIDER of the amount owed.

92 Agreement No. 32400247

Page 39 of 43 ends

CITY OF OXNARD LIVING WAGE REQUIREMENTS
EFFECTIVE JULY 1, 2023

SERVICE PROVIDER shall compensate any employee of SERVICE PROVIDER who provides services under this Agreement in accordance with the Living Wage Policy, attached hereto and incorporated herein by reference as Exhibit D. While this Agreement is in effect, SERVICE PROVIDER shall pay such employee no less than $18.89 per hour for each hour that such employee provides services under this Agreement. This hourly rate shall be adjusted on Jul y 1, 2024, and each July 1 thereafter, according to the percentage change in the Consumer Price Index, all items, prepared by the Bureau of Labor Statistics for the Los Angeles area relating to all urban consumers (CPI-U), index base 1982-84=100, comparing May of the previous year to May of the current year. In addition, while this Agreement is in effect, SERVICE PROVIDER shall provide to such employee no less than 96 hours of paid leave per calendar year.

a. SERVICE PROVIDER agrees to post, at a locatio n readily accessible to those employees providing services to the CITY, a copy of the Living Wage Policy adopted by the Oxnard City Council on July 9, 2002 and effective October 1, 2002.

c. In addition, if SERVICE PROVIDER fails to comply with the Living Wage Policy in any manner, SERVICE PROVIDER shall pay to CITY a fine of $500 and shall pay to any employee providing services under this Agreement a penalty of three times the amount or value of the compensation owed to such employee under the Living Wage Policy. SERVICE PROVIDER shall pay such fine and penalty within fifteen (15) calendar days after the City Manager or designee provides written notice to SERVICE PROVIDER of the amount owed.

93 Agreement No. 32400247

Page 40 of 43 ends

EXHIBIT E

TRADE SERVICES AGREEMENT
(CITY of Oxnard and QUEST NATIONAL HOLDINGS DBA QUEST NATIONAL SECURITY)

PREVAILING WAGE

2. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on request. SERVICE PROVIDER acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and SERVICE PROVIDER shall post such rates at each job site covered by this Agreement.

3. SERVICE PROVIDER is required to post job site notices, as prescribed by regulation. See Labor Code Section 1771.4(a)(2).

4. SERVICE PROVIDER shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. SERVICE PROVIDER shall, as a penalty to CITY, forfeit not more than $200 for each calendar day or portion thereof for each worker paid less than the DIR’s determined prevailing rates for the work or craft in which the worker is employed pursuant to this Agreement by SERVICE PROVIDER or any su bcontractor. The Labor Commissioner shall determine the amount of the penalty as described in Section 1775.

94 Agreement No. 32400247

Page 41 of 43 ends

6. SERVICE PROVIDER shall comply with Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Administrative Code Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects for all apprenticeable occupations. Before commencing work under this Agreement, SERVICE PROVIDER shall provide CITY with a copy of the information submitted to any applicable apprenticeship program. Within 60 days after concluding the Project, SERVICE PROVIDER and each of its subcontractors shall submit to CITY a verified statement of the journeyman and apprentice hours performed under this Agreement.

8. SERVICE PROVIDER is 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 currently registered and qualified to perform public work pursuant to Labor Code Section 1725.5. SERVICE PROVIDER shall continue without interruption to stay registered and qualified to perform public work pursuant to Section 1725.5 for the duration of the term of this Agree ment. This provision does not apply to construction, alteration, demolition, installation or repair work of $25,000 or less or to maintenance work of $15,000 or less.

9. SERVICE PROVIDER acknowledges that 8 hours labor constitutes a legal day’s work. SERVICE PROVIDER shall comply with and be bound by Labor Code Section 1810.

10. SERVICE PROVIDER shall comply with and be bound by Labor Code Section 1813 concerning penalties for workers who work excess hours. SERVICE PROVIDER shall, as a penalty to CITY, forfeit $25 for each worker employed in the performance of this Agreement by SERVICE PROVIDER or by any subcontractor for each calendar day during which such worker is required or permitted to work more than 8 hours in any calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code Section 1815, work performed by SERVICE PROVIDER’s employees in excess of 8 hours per day and 40 hours per week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than 1 ½ times the basic rate of pay.

11. The Project listed in the Agreement is subject to compliance monitoring and enforcement by the DIR.

Page 42 of 43 ends

and ensure subcontractors’ compl iance, including without limitation, conducting a periodic review of the certified payroll records of each subcontractor, and upon becoming aware of the failure of the subcontractor to pay its workers the specified prevailing rate of wages, SERVICE PROVIDER shall diligently take corrective action to halt or rectify any failure.

96 Agreement No. 32400247

Page 43 of 43 ends

EXHIBIT F

IRAN CONTRACTING ACT CERTIFICATION
(TO BE EXECUTED AND SUBMITTED WITH THE AGREEMENT)
Public Contract Code Sections 2202-2208

Pursuant to Public Contract Code 2204.(a) A public entity shall require a person that is submits a bid or proposal to,or otherwise proposes to enter into or renew a contract with, a public entity with respect to a contract for goods or services of one million dollars ($1,000,000) or more to certify, at the time an Agreement is signed or renewed, that the person is not identified on a list created pursuant to subdivision (b) of Section 2203 as a person engaging in investment activities in Iran described in subdivision (a) of Section 2202.5 or as a person described in subdivision 9b) of Section 2202.5, as applicable.

To comply with this requirement, please insert your company/entity and Federal ID number (if available) and complete one of the options below. Please note, California law established penalties for providing false certifications, including civil penalties equal to the greater of $250,000 or twice the amount of the contract for which the false certification was made, contract termination and three-year ineligibility to bid on contract in accordance with Public Contract Code section 2205.

OPTION No.1 – CERTIFICATION
I, the official named below, certify I am duly authorized to execute this certification on behalf of the company/entity identified below, and the company/entity identified below is not on the current list of persons engaged in investment activities in Iran created by DGS and is not a financial institution extending twenty million dollars ($20,000,000) or more in credit to a nother person or entity, for 45 days or more, if that other person or company/entity will use the credit to provide goods or services in the energy sector in Iran and is identified on the current list of persons engaged in investment activities in Iran created by DGS in accordance with subdivision (b) of Public Contract Code 2203.

Company Name/Financial Institution (printed): Federal ID Number (or n/a):

By (Authorized Signature):

Printed Name & Title of Person Signing: Date Executed

Executed in the County of in the State of ________

OPTION No.2 – EXEMPTION
Pursuant to Public Contract Code sections 2203(c) and (d), a public entity may permit a vendor/financial institution engaged in investment activities in Iran, on a case-by-case basis, to be eligible for, or to bid on, submit a proposal for, or enters into or renews, a contract for goods and services. If you have obtained an exemption from the certification requirement under the Iran Contracting Act, please fill out the information below and attach documentation demonstrating the exemption approval.

Company Name/Financial Institution (printed): Federal ID Number (or n/a):

By (Authorized Signature):

Printed Name & Title of Person Signing: Date Executed

Executed in the County of in the State of ________
97 Agreement 32400247 with Quest National Holdings
dba Quest National Security for Security Guard
Services at Various City Locations
Public Works and Transportation CommitteeNovember 28, 2023City CouncilDecember 5, 2023 Brian Yanez
Assistant Public Works Director
98 That the Public Works and Transportation Committee recommend that the City Council approve and authorize the Mayor to execute an Agreement with Quest National Holdings dba Quest National Security, for an initial term starting January 1, 2024, ending December 31, 2024, with the option to extend through December 31, 2028, and for a total contract not-to-exceed amount of $6,000,000 for security guard services at various City locations.

RECOMMENDATION 2
99 That the City Council approve and authorize the Mayor to execute an Agreement with Quest National Holdings dba Quest National Security, for an initial term starting January 1, 2024, ending December 31, 2024, with the option to extend through December 31, 2028, and for a total contract not-to-exceed amount of $6,000,000 for security guard services at various City locations.

RECOMMENDATION 3
100
The City’s Public Works Department (Public Works) is
responsible for the operation of the following facilities:

BACKGROUND 4

CITY FACILITY LOCATION LOT SIZE
(approximate

ACREAGE)
Oxnard Transportation Center
OTC
201 East Fourth Street 8
Water Campus 251 South Hayes Avenue 4.9
OWTP &
Headworks Facility
6001 Perkins Road/
5741 Perkins Road
30 AWPF 5700 Perkins Road 4.7
Del Norte 111 Del Norte Boulevard 16
101
All of the City facilities:
• Are all located in the City limits and provide essential public services
• Require security guard services to ensure the safety of personnel, protect property, customers and the general
public
• Have been utilizing private security guard services for City facilities over the past 15 years
BACKGROUND 5
102
August 16, 2023: City issued a Request for Proposal (RFP) to solicit security patrol services due August 31, 2023
• RFB was posted on www.publicpurchase.com
• City received 10 proposals and all were reviewed and
evaluated by Public Works staff
• Quest National Holdings (Quest) was selected through
the awarding process
DISCUSSION 6
103
Quest hourly labor rates:

Water Division will be utilizing Armed security officers and all other locations will utilizing Essential and Advanced unarmed security officers
DISCUSSION 7

SCHEDULE HOURLY RATE
Unarmed Security Officer Essential
(entry-level)
Advanced (lead)
Weekday (Mon-Fri) and Weekend (Sat-Sun) $33.77 $34.50
Armed Security Officer Premium (armed)
Weekday (Mon-Fri) and Weekend (Sat-Sun) $38.75
104
Quest additional equipment rates:

DISCUSSION 8

ADDITIONAL EQUIPMENT MONTHLY RATE
Bicycle: provided upon request at no cost $0.00
Golf Cart: Includes gas/electrical, mileage, insurance, maintenance and equipment
$850.00
Dedicated Patrol Vehicle:

Option 2: Includes insurance, maintenance, and equipment.

Gas and mileage charged per mile
$1,350 plus
$0.66 per mile
Based on the needs and size of the facilities, security guards and equipment will be assigned accordingly
105
Staff has confirmed that Quest meets all required City
contractual provisions including possession of a City business tax certificate, insurance certificates and corporate filing with the California Secretary of State. Based upon the available information and research performed to date, staff believes that the vendor is capable of satisfactorily providing the necessary services.

DISCUSSION 9
106
• T otal value of agreement with Quest National Security shall not exceed $6,000,000 over a possible term of five years and commences January 1, 2024
• Agreement allows four additional one-year extensions for an ultimate term date of December 31, 2028
• Sufficient funds are available in FY 2023-24 Budget for services from January 1, 2024 through June 30, 2024 for each location
• Costs for the next fiscal year will be requested during the annual budgeting process
FINANCIAL IMPACT 10
107

QUESTIONS
11 108

PUBLIC WORKS AND TRANSPORTATION COMMITTEE

AGENDA REPORT

REPORTS
AGENDA ITEM NO. D.3

DATE: November 28, 2023

TO: Public Works and Transportation Committee

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

SUBJECT: Blanket Purchase Order with Flo-Systems Inc. for a Wastewater Effluent Pump and Right Angle Gear and Future Supplies. (10 minutes)

RECOMMENDATION

That the Public Works and Transportation Committee recommend that the City Council approve and authorize the Purchasing Agent to execute a Blanket Purchase Order with Flo-Systems Inc. in the amount of $400,000 for the purchase of pumps, angle gears and supplies for the Wastewater Division through June 30, 2024.

Please click the following link to view the required Measure M pre-recorded presentation video:
https://youtu.be/ughmh3DY8zI

BACKGROUND

The Wastewater Division treats approximately 17 million gallons of wastewater every day. As part of the process, treated wastewater is pumped into our ocean outfall using a primary pump, commonly referred to as “Big Red”, with a pumping capacity of 20 million gallons per day. Big Red pumps over 98% of all treated wastewater that is permitted to be discharged into the ocean and generally runs 24 hours per day. Big Red is over 40 years old, well past its useful life and has no redundant back-up. The maintenance requirements continue to increase every year, putting the wastewater plant at risk of a spill or permit violation if Big Red experiences a catastrophic failure. We currently do not have a spare and must rely on our original effluent pumps which are inefficient and unreliable.

DISCUSSION

The Wastewater Division recommends purchasing a spare effluent pump and right-angle gear. The spare pump and right angle gear have been specifically designed to fit within the existing effluent pumping infrastructure.

Having a spare pump will ensure continued reliable flow should the existing pump experience a catastrophic failure. Additionally, having a pre-authorized authority not to exceed $400,000 with Flo-Systems through the end of the 2023-2024 fiscal year will ensure the Wastewater Division can procure Flo-Systems pumps, equipment, and replacement components in a timely manner should an unexpected pump failure occur.

Flo-Systems, Inc. (Flo-Systems) is the single authorized distributor of Cascade brand pumps in the Southern California region. The lead time for this purchase is 10-12 weeks upon Flo-System’s receipt of a City Purchase Order.

STRATEGIC PRIORITIES

109
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 of this Blanket Purchase Order with Flo-Systems shall not exceed $400,000 for supplies through June 30, 2024. Sufficient appropriations are included in the Council-approved Adopted FY 2023-24 Wastewater operating budget for these parts/supplies.

For Finance Use Only: Wastewater Operating Fund (Org. 6113615 Obj. 56040 & 52110)

Prepared by: Jan Hauser, Wastewater Division Manager

ATTACHMENTS

1. Flo-Systems Quote

2. Presentation

110

18872 Macarthur Blvd Suite 310 Irvine CA 92612 | 714-202-8101 | www.flo-systems.net

October 10, 2023
Proposal: 090122JS Rev 1
Reference: Oxnard WWTP Mixed Flow Pump

Attn: Miguel Diaz

Flo-Systems is pleased to propose to you the supply of the following equipment:

**Subject to manufacturer’s detailed scope of supply and specifications provided by customer.

Comments and clarifications below.

Rated for Conditions of Service: 17,361gpm @ 30’tdh
Replacement for Aurora Pump CQ

Qty. Description

(1) Cascade Pump 24MF mixed flow, 1-stage, 30” O.D. below base discharge, water flush lubrication, dynamically balanced bronze impeller, bronze bowl liner, 416 sst lineshaft & threaded lineshaft couplings, sst grease line to suction bowl bushing, discharge with Victaulic ring style 22 type A, sst bolting, coal tar epoxy paint, seismic calcs, non-witness performance test, 890 rpm, 82% bowl efficiency, 169 BHP, 12’-7 ½” from baseplate to bottom of suction bell, weight ~ 5,800 lbs. Non-witness factory performance test

(1) Right Angle Gear Drive (RAGD: De’Ran, model M16AH, 2:1 ratio, figure 1 rotation, VSS, with sprag non-reverse ratch, weight ~520 lbs

Lump sum price for above: $181,921.62 (plus applicable tax) Estimated Sales Tax 9.25% $16,827.75

Total: $198,749.37

Note: Pump also available with grease packed lubrication, drawing attached. Note any dimensional differences prior to order. Seal water flush assembly by others

*Estimated submittal lead time: 10-12 weeks after receipt of order.

Estimated production lead time after approval and release to production 24-26 weeks.

Revision includes 1.5% discount if complete proposal ordered prior to November 1, 2023

INCLUDED:

1. Freight to the jobsite. (FOB factory - freight allowed to the first destination).

2. Start -Up Service, Training & Field Tests - We provide the services of one Flo - Systems' technician. Water, materials, special instruments, etc., by others. Field tests are limited to our providing guidance and presence while the field tests are performed by others. Training is limited to guidance in utilizing the manufacturers operations and maintenance manuals. Additional service is available for an additional cost.

3. Shop drawings and maintenance manuals.

Page 1 of 10 ends

111
NOT INCLUDED:

1. Sales Tax.

2. Anchor bolts & jacking screws.

3. Gauges - warning signs.

4. Valves, piping, pipe supports, companion flanges.

5. Electrical control panel

6. Controls of any kind including: variable speed drives, control panels, starters, valves, or gauges

7. Any accessories or services not specifically mentioned in our proposal.

8. Travel and entertainment expenses for the Owner and/or Engineer and/or Third party inspector relating to witness testing or other factory visits/inspections

9. Guide pipe
This proposal reflects prices based solely upon Flo-Systems' Terms and Conditions attached. This proposal does not include the potential additional costs for bonding, accepting contractors terms and conditions, retentions, etc.

Thank you for the opportunity to submit this proposal.

Very truly yours,
Flo-Systems, Inc.

Jessica Soltanieh
[email protected]
714-202-8101
Flo-Systems, Inc

Page 2 of 10 ends

112
QUOTE CQ1025 REV-1

JESSICA SOLTANIEH
Flo-Systems
ATTENTION:

SUBJECT:

OXNARD WTP EFFLUENT PUMP

AURORA REPLACEMENT
CASCADE QUOTATION NO. CQ1025 REV-1

SCOPE OF SUPPLY
Rated Condition: 17,361 GPM at 30’ feet total dynamic head.

Pump: 24MF mixed flow, 1-stage, 30” O.D. below base, plain-end discharge, water flush lubrication, 890 RPM, 82% bowl efficiency, 169 brake horsepower, 12’-7 ½” from baseplate to bottom of suction bell , weight ≈ 5,800 lbs.

For use with existing Amarillo 5450 RAGD with 2:1 Ratio Pump prices include engineering drawings, O&M Manuals, flanged coupling for driver, dynamically balanced bronze impeller, bronze bowl liner, 416 stainless steel lineshaft, 416 stainless steel threaded lineshaft couplings, stainless steel grease line to suction bowl bushing , discharge with Victaulic ring style 22 type A, stainless steel bolting, coal tar epoxy paint, lifting lugs, and coupling guards, Price also includes non-witnessed performance test of job bowl assembly with test lab motor and elbow . Testing will be conducted in accordance with H.I. 14.6, grade 1U. All other design features and materials are of Cascade standard construction.

Page 3 of 10 ends

113
Pump and Bowl Performance Curve
Customer : FLO-SYSTEMS, INC.

Customer Reference :

Job Name : Oxnard WTP Effluent Pump
(Aurora replacement)
Pump Model : 24MF_XA4_A_RPM890
Quote/Serial No. : CQ1025
Pump and bowl (dashed) performance.
0 8
16 24
32 40
48 56
64 72
80 0
10 20
30 40
50 60
70 80
90 100
Head - ft
Efficiency - %
47 Efficiency
Shutoff head = 111.3 ft
Bowl performance
Pump performance
0 25
50 NPSHr - ft
NPSHr
0 60
120
180
240
11,000 12,000 13,000 14,000 15,000 16,000 17,000 18,000 19,000 20,000 21,000 Power - hp
Flow - USgpm
Power
Shutoff power = 376 hp
Curves show approximately the characteristics when pumping clear non-aerated water. No guarantee is made except for the rated point.

Quantity : 1
Flow, rated : 17,361.0 USgpm
Differential head /
pressure, rated / TDH
: 30.00 ft
Fluid density, rated / max : 1.000 / 1.000 SG
Date
Item Number : A
Application :

Stages : 1
Speed, rated : 890 rpm
Efficiency (bowl / pump) : 82.17 / 80.14 %
Power, rated : 169 hp
NPSH required : 28.94 ft

Page 4 of 10 ends

114

CASCADE PUMP COMPANY

SANTA FE SPRINGS, CALIFORNIA
#24MF Mixed Flow Pump
30" O.D. Discharge
DATE09/28/21SCALENONE
DRAWN
DMT

CHECKED
CQ1025-A
RAGD
Customer Name: FLO-SYSTEMS
Job Name: OXNARD WTP EFFLUENT PUMP
(AURORA REPLACEMENT)
Water Flushed Lubrication
1/4"
30" O.D.
19"
EL. 96.5'
2'-3"
3'-6"
9'-1 1/2"
12'-7 1/2"
3'-8 1/2"
1 1/2"
40"
MIN. W.L.
6'-8"
38"
63"
67"
63"
67"
CL DISCH.

BASE PLATE DETAIL
(4) 1 1/8" HOLES

Page 5 of 10 ends

115

CASCADE PUMP COMPANY

SANTA FE SPRINGS, CALIFORNIA
#24MF Mixed Flow Pump
30" O.D. Discharge
DATE08/31/22SCALENONE
DRAWN
DMT

CHECKED
CQ1542-A
RAGD DE'RAN Model M16AH
Ratio 2:1
Customer Name: FLO-SYSTEMS
Job Name: OXNARD WWTP
"BIG RED" PUMP REPLACEMENT
Grease Packed Lubrication
1/4"
30" O.D.
19"
EL. 96.50'
1'-7"
3'-6"
9'-1 1/2"
12'-7 1/2"
3'-8 1/2"
1 1/2"
40"
MIN. W.L.
6'-7"
38"
63"
67"
63"
67"
CL DISCH.

BASE PLATE DETAIL
(4) 7/8" HOLES
**Pump also also available
in grease packed lubrication
see attached**

Page 6 of 10 ends

116

TERMS OF SALE

1. ACCEPTANCE. These terms govern the purchase and
sale of equipment, contractors services, etc, referred to in SELLER’S proposal or acknowledgement. Acceptance by
SELLER, such offer or acceptance is conditioned on
BUYER’S assent to these terms. SELLER rejects all
additional or different terms in any of BUYER’S forms or documents unless specifically accepted by SELLER in
writing. Where our Principal (manufacturer) reserves the right to accept the purchase order and invoice BUYER
directly, our principals’ terms and conditions shall apply if same is included with the proposal.

2. PAYMENT. Terms are Net 30 days from date of
shipment and invoice, subject to approval of credit.

SELLER may ship on a "when ready" basis and partial
invoice for the equipment that has shipped. Partial invoices are bound by the same terms as those invoices submitted upon complete shipment of equipment. Interest at one
percent per month or at the legal maximum rate will be
assessed for late payment.

3. RETENTIONS not previously approved in writing by
SELLER are not permitted.

4. BACK CHARGES accepted only upon written approval
by SELLER.

5. DELIVERY. SELLER shall not be liable for delays in
delivery due to fire, flood, labor issues, war, civil disorders, delay in transportation, inability to obtain materials, accidents, acts of God or other causes beyond SELLER’S
reasonable control. If shipment is delayed due to BUYER or by government action, payment becomes due when the
factory is ready to make shipment and storage charges, if any, become the BUYERS responsibility.

6. RESPONSIBILITY. SELLER shall not be responsible for
damage to equipment if misused, improperly stored,
installed or maintained. SELLER SHALL NOT BE LIABLE

FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL,

PUNITIVE, COLLATERAL, LIQUIDATED OR OTHER
INDIRECT DAMAGES. CONSEQUENTIAL DAMAGES

FOR THE PURPOSE OF THIS AGREEMENT SHALL

INCLUDE BUT NOT BE LIMITED TO, LOSS OF USE,

INCOME, PROFIT, LOSS OF OR DAMAGE TO
PROPERTY, ETC. These limitations apply whether the
liability is based upon contract, tort, strict liability or any other theory.

7. WARRANTY. For benefit of the original user, SELLER
warrants all new equipment sold to be free from defects in material and workmanship, and will replace or repair,
F.O.B. at its factories or other location designated by it, any part or parts returned to it which SELLERS examination
shall show to have failed under normal use and service by the original user within one year following initial shipment to the BUYER. This warranty does not cover damage by
decomposition from chemical action or wear caused by
abrasive materials nor does it cover damage resulting from misuse, alteration, accident or neglect, or from improper operation, maintenance, installation, modification or
adjustment. Such repair or replacement shall be free for all items except for those items that are consumable and
normally replaced during maintenance. THIS WARRANTY

IS EXPRESSLY MADE BY SELLER AND ACCEPTED BY

BUYER IN LIEU OF ALL OTHER WARRANTIES,
WHETHER WRITTEN, ORAL, EXPRESS OR IMPLIED.

Warranty does not cover removal and installation of
equipment. 8. TAXES. Prices are exclusive of all taxes, federal, state local of any kind or nature.

9. TRANSPORTATION. Unless otherwise set forth herein,
prices are F.O.B. our factories. The consignee must report all claims for damages in transit to the carrier.

10. COMPLIANCE WITH LAWS. BUYER shall be solely
responsible for securing any necessary permits and for
compliance with all safety, health, sanitation and any other laws, ordinances and regulations in connection with the design, installation and operation of the equipment.

11. INDEMNIFICATION. It is understood that SELLER has
relied upon data furnished by and on behalf of BUYER with respect to the safety aspects and application of the
equipment and that it is BUYER’S responsibility to assure that the equipment will, when installed and put in use, be in compliance with requirements fixed by law and otherwise legally adequate to safeguard against injuries or damage to persons or property. BUYER hereby agrees to defend,
indemnify and hold harmless SELLER, its agents and
employees against any and all losses, costs, damages,
claims, liabilities or expenses, arising out of or resulting from any injury or damage to any person or property
caused by the inadequacy of safety features, devices or characteristics in the equipment or in the installation, use or operation of the same, except claims for repair or
replacement of defective parts are provided in Paragraph 7 hereof. SELLER will indemnify, defend and hold BUYER
harmless from any claim, cause of action or liability
incurred by BUYER as a result of third party claims for personal injury, death or damage to tangible property, to the extent caused by SELLER’S sole negligence. SELLER
shall have the sole authority to direct the defense of and settle any indemnified claim. SELLER’S indemnification is conditioned on BUYER (a) promptly notifying SELLER of
any claim, and (b) providing reasonable cooperation in the defense of any claim. SELLER’S liability is limited to the coverage offered and paid by the SELLERS insurance
policies.

12. TITLE & LIEN RIGHTS. After delivery to Buyer, Seller will have all such rights, including security interests and liens, in the equipment as lawfully may be conferred upon Seller by contract under any applicable provision of law.

13. MISCELLANEOUS. Goods may not be returned
without previous written permission and are subject to a restocking charge. The SELLER may cancel agreement
only upon written notice and payment of reasonable
cancellation charges, including anticipated profit. Attorney’s fees and court costs necessary to enforce these terms of sale will be paid to the prevailing party. No part of the Agreement may be changed or cancelled except by a
written document signed by SELLER and BUYER. No
course of dealing or performance, usage of trade or failure to enforce any term shall be used to modify the Agreement.

If any of these terms is unenforceable, such term shall be limited only to the extent necessary to make it enforceable and all other terms shall remain in full force and effect.

BUYER may not assign or permit any other transfer of the Agreement without SELLER’S prior written consent. The
Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provision

Page 7 of 10 ends

117
QUOTE CQ1025 REV-1
Standard submittals 10 to 12 weeks after receipt of acceptable Purchase Order.

Pump shipment is to 24-26 weeks after drawing approval and release to production.

Manufacture lead-time is estimated and is subject to availability of materials.

General Comments:
• Anchor bolts, installation, field testing, start-up, controls, Victaulic cplg, lubricants, etc. not included. • Delivery terms are F.O.B. Shipping Point. Freight charges are not included.

Terms of Payment: Normal payment terms are net 30 days of invoice. Invoices are dated as of the date of shipment or notice of completion of manufacture if shipment is delayed at Purchaser’s request.

Purchaser’s request shall be any cause whatsoever not reasonably w ithin control of the Seller. If completion of manufacture is delayed at Purchaser’s request, Seller may invoice according to percentage of completion. Storage of equipment shall be at Purchaser’s risk and expense. We reserve the right to make partial shipm ents of equipment and pro rata invoice for that equipment as shipments are made.

Retention of a percentage of the contract sale amount is prohibited unless agreed to in writing prior to our acceptance of contract. Credit worthiness of the purchaser will be determined upon receipt of contract. Credit terms, if authorized, are subject to change during the life of the contract if the financial condition of the Purchaser changes.

Sales and Similar Taxes: Unless otherwise stated in this quotation, prices do not include any Federal, State, or Local sales, use or other taxes that may be applicable to the sales of offered products or services. The amount of any such applicable taxes will be added to the invoice at the rate in effect at the time of shipment.

Terms an d Conditions: This quotation is based solely upon the terms and conditions set forth herein including attachments. They supersede and reject any conflicting terms and conditions of yours. Any other terms and conditions that you may propose are subject to re-quotation.

This quotation will remain open for acceptance until September 30th, 2023. Due to current price increases in materials the quoted prices must be reviewed after this date. Please notify us prior to placing order to determine price increase, if any.

If you have any questions, feel free to call the sales office.

Sincerely,

CASCADE PUMP COMPANY
Attachments: Additional Terms and Conditions

Page 8 of 10 ends

118
QUOTE CQ1025 REV-1

ADDITIONAL TERMS & CONDITIONS

1. Prices are based on direct factory shipment or as noted.

2. The time for shipment given herein is approximate and is estimated from the date of receipt of order with complete manufacturing information and approval of drawings as may be necessary. The Seller shall not be liable for any loss or damage for delay or non-delivery due to the acts of civil or military authority, acts of the Purchaser or by reason of “force majeure”, which shall be deemed to mean all other causes whatsoever not reasonably within the control of the Seller, including, but not limited to acts of God, war, riot or insurrection, blockades, embargoes, sabotage, epidemics, fires, strikes, lockouts or other industrial disturbances, delays of carriers, and inability to secure materials, labor or manufacturing facilities. Any delay resulting from any such cause shall extend shipping dates correspondingly. The Seller shall in no event be liable for any special, indirect or consequential damages arising from delay irrespective of the reason thereof, and receipt by the Purchaser shall constitute acceptance of delivery and waiver of any claims due to delay.

3. If quantities vary from those indicated we reserve the right to revise our prices. Where a quantity of material is quoted according to our takeoff, such quantity is believed to be accurate but cannot be guarantee d.

4. If an item quoted is not approved by the Consulting Engineer we assume no responsibility to furnish the item manufactured by others.

5. Orders shall not be subject to cancellation or change by the Purchaser unless agreed to in writing by the Seller. Purchaser will reimburse Seller for all losses and expenses incurred by such cancellation or change. Due to the custom nature of the product, cancellation charges may be up to 100% of order value.

6. Our Warranty on equipment and material covered herein is limite d to that which is extended by the Manufacturer involved. We shall not be responsible for any damage arising directly or indirectly from the installation or use of this equipment. Copies of Warranty available on request.

7. Any preliminary drawings and illustrative materials herewith show general arrangement and approximate dimensions only.

Certified drawings will be submitted after receipt of order if required.

8. No equipment or parts shall be returned to Seller without prior written authorization from the S eller. Partial credit may be allowed for returned material or equipment freight charges prepaid, F.O.B. Sellers factory. Amount of credit authorized will be determined after inspection.

9. Unless Purchaser specifies otherwise in writing. (a) goods will be boxed or crated as Seller may deem proper for protection against normal handling, and extra charge will be made for preservation, waterproofing, export boxing and similar added protection of goods; (b) routing and manner of shipment will be at Sellers discr etion, and may be insured at Purchaser’s expense, value to be stated at order price. On all shipments F.O.B. Sellers factory, delivery of goods to the initial carrie r will constitute delivery to Purchaser and all goods will be shipped at Purchaser’s risk. A claim for loss or damage in transit must be entered with the carrier and prosecuted by Purchaser. Acceptance of material from a common carrier constitutes a waiver of any claims against the Seller for delay or damage or loss.

10. Unless specifically state d herein, all material and/or equipment shall be installed and placed in service by and at the expense and under the exclusive responsibility of the Purchaser.

11. Purchaser shall be responsible for care, maintenance and protection of material and/or equipment after delivery.

Purchaser agrees to provide and maintain adequate insurance for equipment and/or materials covered herein against loss or damage by fire, explosion or other causes during the time between shipment and final payment in an amount fully protecting Seller. The title and right of possession to the machinery shall remain with the Seller and the machinery shall remain personal property irrespective of attachment to or location on any foundation or in any structure, until all payments shall have been made in cash. The Purchaser will do all acts necessary to protect the above title and right. In the event of any default by the Purchaser, the Seller shall have the right to repossess the machinery as well as all other rights afforded to a conditional seller under the provisions of the Uniform Conditional Sales Act and any other applicable laws.

Page 9 of 10 ends

119
QUOTE CQ1025 REV-1

Page 4 of 4 ends

12. All agreements are contingent upon strikes, accidents or other causes beyond our control.

13. Interest chargeable at maximum legal rate on past due items still unpaid after 30 days from date of shipment. In addition to the prices and freight specified, Buyer shall pay all sales, consumers, or other taxes lawfully assessed or levied by the United States, a state or political subdivision thereof, or a munici pal corporation, which are chargeable specifically to the transaction covered by the contract between Seller and Buyer, as well as additional freight rates and additional costs created by legislation or operation thereof.

14. These terms and conditions shall c onstitute a part of any contract which may be entered into and shall not be altered, modified, or added to unless specifically and expressly agreed to in writing by Seller, and all oral agreements and representations of Seller shall be embodied in any writ ten contract of which they are a part. No statement, recommendation or assistance made or offered by the Seller or its representative to the Buyer or his representative, in connection with the use of any products or services sold by the Seller, shall be o r constitute a waiver by the Seller of any of the provisions hereof or change the Seller’s liability, as herein defined or constitute any guarantee or warranty.

15. The validity, interpretation, and performance of any purchase order issued accepting this propo sal shall be controlled by and construed under the laws of the State of California. If legal action is brought to enforce any conditions of the purchase order or because of an alleged dispute, breach or default the successful or prevailing party shall be entitled to recover reasonable attorney’s fees and other costs incurred in that action, in addition to any other relief to which it may be entitled.

Page 10 of 10 ends

120
Purchase Order with Flo-Systems Inc. for a
Wastewater Effluent Pump and Right Angle Gear
and Future Supplies
Jan Hauser, Wastewater Division Manager
Public Works Department
Public Works & Transportation Committee
November 28, 2023
121
RECOMMENDATION 2
That the Public Works and Transportation Committee
recommend that the City Council approve and authorize
the Purchasing Agent to execute a Blanket Purchase Order with Flo-Systems Inc. in the amount of $400,000 for the purchase of pumps, angle gears and supplies for the
Wastewater Division through June 30, 2024.
122

BACKGROUND
• The Wastewater Division treats approximately 17 million gallons of wastewater every day
• Treated wastewater is pumped into our ocean outfall using a primary pump, commonly referred to as “Big Red”
• Pumping capacity of 20 million gallons per day
• Pumps over 98% of all treated wastewater that is discharged • Generally runs 24 hours per day
• Is over 40 years old and well past its useful life
3 123
BACKGROUND 4
Big Red Effluent Pump
Maintenance requirements
continue to increase every
year, putting the wastewater
plant at risk if Big Red
experiences a catastrophic
failure
Currently there is no spare
pump and we must rely on
our original effluent pumps
which are inefficient and
unreliable
124
BACKGROUND 5
Right angle gear
125
• The Wastewater Division recommends purchasing a spare effluent pump and right angle gear
• The spare pump and right angle gear have been
specifically designed to fit within the existing effluent pumping infrastructure

• Flo-Systems is the single authorized distributor of Cascade brand pumps in the Southern California region
• The lead time for this purchase is 10-12 weeks upon
Flo-System’s receipt of a City Purchase order
DISCUSSION 6
126

FINANCIAL IMPACT
• The total cost of this Blanket Purchase Order with
Flo-Systems shall not exceed $400,000 for supplies
through June 30, 2024.
• Sufficient appropriations are included in the
Council-approved Adopted FY 2023-24 Wastewater
operating budget accounts:
• 6113615-56040
• 6113615-52110
7 127
End of Presentation
128

PUBLIC WORKS AND TRANSPORTATION COMMITTEE

AGENDA REPORT

REPORTS
AGENDA ITEM NO. D.4

DATE: November 28, 2023

TO: Public Works and Transportation Committee

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

SUBJECT: Agreement 32400250 with NBS Government Finance Group for Special District Administrative, Professional, and Technical Services. (10 minutes)

RECOMMENDATION

That the Public Works and Transportation Committee recommend that the City Council approve and authorize the Mayor to execute the Agreement with NBS Government Finance Group for ongoing administrative, professional, and technical services for the Special Districts Division in the amount not to exceed $1,028,484 for the maximum five year term of the Agreement, with the initial agreement term of three years, ending December 31, 2027, after which the Agreement may be extended for two additional one-year terms with a fully extended final term ending on December 31, 2029.

Please click the following link to view the required Measure M pre-recorded presentation video:
https://youtu.be/xJCN_H6BNzk

BACKGROUND

The Special Districts Division of the Public Works Department is responsible for the maintenance, operation, and administration of the City’s 50 Special Districts, including bonded and non-bonded Community Facilities Districts (“CFDs”), Landscape Maintenance Districts (“LMDs”), Waterways Maintenance Assessment Districts (“WADs”), and a Maintenance Assessment District (“MAD-4”). Each of these Special Districts have specific individual authorized services and improvements, including, but not limited to: park landscapes, open spaces, parkways, medians, other public improvements, and recreation and park amenities such as picnic shelters, restrooms, arbors, and fountains. Properties within each District are assessed in an annual parcel charge for the purposes of maintaining the improvements and other authorized services that includes consulting (e.g. the preparation of required documents such as the annual Engineer's Report) within their District.

NBS Government Finance Group (“NBS”) specializes in the administration of California special financing districts. Since 2017, the City has contracted with NBS to provide administrative support to the Special Districts Division for budget preparation, assessment computation and rate analysis, submission of the annual Engineer’s Report, levy submittal, and several additional projects that included on-call services.

In February 2023, Special Districts entered into a negotiated sole source agreement (32300207) with NBS as a means to continue the obligations for the administration of Special Districts while the solicitation for the long- term consulting services was developed and bid. This sole-sourced agreement expires on December 31, 2023.

DISCUSSION
129

The Purchasing Department released a Request for Proposals (“RFP”) PW24-02 for Special Districts Administrative Professional and Technical Services on August 16, 2023 with a proposal due date of September 11, 2023. The RFP received a total of one (1) proposal from NBS, who is the City’s current consultant.

The proposal was reviewed by the Purchasing Division (Buyer) and the Special Districts Division (Special Districts Manager, Administrative Services Analyst Senior, Administrative Services Analyst, Retired Annuitant, and Administrative Services Coordinator) with a determination that NBS met the requirements of the solicitation scoring criteria listed in RFP PW24-02. The evaluation method consisted of the following:

1. Proposer’s ability and history in providing the requested services or work for public agencies of similar size, population, and need as the City.

2. Responsiveness of the proposal and the clarity and completeness of the proposed Scope of Work.

3. Demonstrated technical competence and experience to perform the services or work requested in the RFP.

4. Past record of performance of similar work or service as determined by all available information.

5. Cost Proposal.

Staff has confirmed that NBS meets all required City contractual provisions including possession of a City business tax certificate, insurance certificates and corporate filing with the California Secretary of State. Based upon the available information, research performed to date, and past services provided by the company to the City, staff believes that the contractor is capable of satisfactorily providing the necessary services.

All services provided will be based on available funding within the individual districts. Additionally, there is $184,352 included in the cost of this Agreement for on-call administrative assistance to help with day-to-day operations as necessary should the high rate of staff vacancies continue for Special Districts. As with all other on-call services, NBS will only be compensated for those services that are actually provided.

This new Professional Services Agreement is a stand-alone agreement and not an extension of the previous Agreement and Amendments.

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

The total cost of this Agreement, if extended to its maximum allowable term of five (5) years shall not exceed $1,028,484. After the initial year, increases to the Agreement price may be requested by the consultant and cannot exceed a 3% increase year over year. Any increase requested must be substantiated with supporting documentation such as documented increases in pricing, CPI increases, or other cost increases which directly apply to the services rendered under this Agreement. The estimated spending plan for the remainder of Fiscal Year 2023-24 is $79,916 commencing January 1, 2024. Sufficient funds are included in the Adopted FY 2023- 24 Operating Budget and subsequent fiscal years will be requested through the annual budget process.

Expenses are charged to the specific Districts receiving the services and there is no impact to the General Fund beyond the required General Fund Contribution for the Landscape Maintenance Districts. See Attachment 5 (Special Districts Agreement 32400250 Cost Breakdown) for the full estimated account breakdown. Please note that all amounts have been rounded to the nearest whole number.

130
Prepared by: Eric Storrie, Special Districts Manager, Steve Howlett, Assistant Public Works Director

ATTACHMENTS

1. 32400250 NBS Government Finance Group-Unsigned

2. RFP #PW24-02 Packet

3. City of Oxnard Special Districts Map

4. City of Oxnard Special Districts List

5. Special Districts Agreement 32400250 ESTIMATED Cost Breakdown

6. Presentation

131
Agreement No. 32400250

CONSULTANT/PROFESSIONAL SERVICES AGREEMENT

BETWEEN

THE CITY OF OXNARD AND NBS GOVERNMENT FINANCE GROUP
By This Consultant/Professional Services Agreement (“Agreement”), the CITY of Oxnard (“CITY”) agrees to engage the services of NBS Government Finance Group (“CONSULTANT”), and CONSULTANT agrees to perform the services for CITY as herein described, for the compensation, during the term, and otherwise subject to the covenants and conditions herein set forth. CITY and CONSULTANT may be individually referred to as “Party” or collectively as the “Parties.”

1. SUMMARY DESCRIPTION OF SERVICES. To provide Special Districts administrative professional and technical services.

2. PARTIES.

CITY of Oxnard (“CITY”), a general law and municipal corporation of the State of California, located at 300 West Third Street, Oxnard California 93030 NBS Government Finance Group (“CONSULTANT”), a corporation/LLC/LLP of the State of California, located at 32605 Temecula Parkway Suite 100, Temecula, CA 92108.

3. TERM OF AGREEMENT : From (Date): January 1, 2024 To (Date): December 31, 2027.

3.1 Time is of the essence in this Agreement.

3.2 The CITY shall have the option for (2) two consecutive (1) one-year extensions, in accordance with the scope of work and general terms and conditions of the Consultant/ Professional Services Agreement. Any price increases or decreases shall be negotiated at time of contract extension.

3.3 Any Optional Extension (initial term, plus any option to extend) shall not exceed a total of five (5) years. The CITY in its sole discretion may exercise the optional extension upon 60 days written notice to the CONSULTANT in accordance with Section 11 of this Agreement. CONSULTANT shall issue its written consent to the CITY’s exercise of the option extension within 10 days of receipt of notice from the CITY. All Notices shall comply with Section 20 of this Agreement.

3.4 All services required of CONSULTANT under this Agreement shall be completed on or before the end of the term of the Agreement. 1 132
Agreement No. 32400250

4. AGREEMENT AMOUNT NOT TO EXCEED: $1,028,484

5. AGREEMENT EXHIBITS.

The following documents memorialized below are the only exhibits to this Agreement and are incorporated by reference as though fully set forth herein. In the event of a conflict between the Exhibits and this Agreement, the Agreement controls.

Exhibit A: Scope of Services
Exhibit B: Schedule of Compensation
Exhibit C: Insurance Requirements: City Insurance Exhibit INS-A Exhibit D: Iran Contracting Certification

6. DESIGNATED REPRESENTATIVES.

The Designated Representatives listed below shall be authorized to act on behalf of the named Party, be responsible for negotiations and contractual matters, and coordinate with each other to perform the services under this Agreement. Additionally, CONSULTANT’s services shall be performed or immediately supervised by the CONSULTANT’s Representative:

CITY Designated Representative: CONSULTANT Designated Representative:

Name: Eric Storrie Name: Adina McCargo
Title: Special Districts Manager Title: Director and Project Manager Phone: (805) 385-7578 Phone: (800) 676-7516
Email: [email protected] Email: [email protected] Mailing Address (if differs from above): Mailing Address (if differs from above):
1060 Pacific Avenue, Bldg 1
Oxnard, CA 93030

7. CONTRACTUAL PREREQUISITES.

7.1 This Agreement must first be executed by the CONSULTANT, after which the Agreement shall be approved as to form by the City Attorney, then executed by the Mayor, or an authorized person on behalf of the CITY, and if executed by the Mayor shall also be executed by the City Clerk.

7.2 CONSULTANT is advised that any recommendation for AGREEMENT award is not binding on CITY until the AGREEMENT is fully executed and approved by CITY.

7.3 A request for modification of the terms, prior to execution of the Agreement, must be made in writing and presented to the Designated Representative of the CITY prior to the time this Agreement is executed.

7.4 All proof of a City tax certificate, insurance, and W-9 forms is required prior to execution of this Agreement.
2 133
Agreement No. 32400250

7.5 CONSULTANT shall not perform any work under this Agreement until a proof of insurance has been provided to the City as required under Section 24 of this Agreement.

8. CONSULTANT'S SERVICES.

8.1 CONSULTANT shall perform the tasks, obligations, and services set forth in the “Scope of Services,” attached to and incorporated into this Agreement as “Exhibit A.” Once this Agreement is executed, the Scope of Services may only be modified by written Amendment pursuant to Section 12 of this Agreement.

8.2 The Services shall be coordinated with the designated City Project Manager set forth in Exhibit A subject to the direction of the City Manager or Department Director. CONSULTANT hereby designates its Project Manager as set forth in “Exhibit A” as the person responsible for the Services who shall coordinate with City’s Project Manager in executing the scope of services under this Agreement.

9. COMPENSATION.

CITY shall pay CONSULTANT for the services performed pursuant to the terms of this Agreement in the time and manner set forth in the “Schedule of Compensation,” attached to and incorporated into this Agreement as “Exhibit B.” CITY shall pay CONSULTANT an amount not to exceed the amount is listed in Section 4 of this Agreement. Once this Agreement is executed, the Schedule of Compensation may only be modified by written Amendment pursuant to Section 12 of this Agreement, and may be subject to approval by the City Council.

10. PAYMENT & INVOICES.

The CITY shall pay all undisputed portions of any applicable invoice within thirty (30) days after receipt of an invoice. In the event the CITY disputes one or more items in an invoice, the CITY shall, within thirty (30) days after receipt of such invoice, notify the CONSULTANT of the item(s) being disputed and the reason(s) therefore. The CITY may withhold payment for such disputed items until resolution of the dispute. 3 134
Agreement No. 32400250

10.1 Payment Request. 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. Invoices may be emailed to:
[email protected].

10.2 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.

10.3 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 subcontracted consultants.

10.4 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.

11. OPTION TO EXTEND AGREEMENT .

When in the CITY’s best interest, this Agreement may only be extended, if the City in its discretion exercises the option to extend pursuant to Section 3.2 and 3.3 of the Agreement. The initial term, plus any option to extend, shall not exceed a total of five (5) years.If no option to extend the Agreement appears in sections 3.2, then this Agreement shall not be extended.

12. MODIFICATION OF AGREEMENT .

13. TERMINATION OF AGREEMENT .
4 135
Agreement No. 32400250
CITY may terminate this Agreement at any time, with or without cause and without penalty, upon fifteen (15) calendar days’ prior written notice pursuant to Section 31 of this Agreement. Such termination shall be effective on the date specified in the notice, or if no date is specified, then fifteen (15) calendar days from the date of the notice. CITY shall be liable to CONSULTANT only for work done by CONSULTANT up to and including the date of termination of this Agreement unless the termination is for cause, in which event CONSULTANT need be compensated only to the extent required by law. CONSULTANT may terminate this Agreement at any time during the term of the Agreement by giving the CITY sixty (60) calendar days’ prior written notice.

14. 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. 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 the CONSULTANT shall perform for the CITY. The CITY retains the right to provide general instructions to and observe the CONSULTANT in the performance of all services done on behalf of the CITY.

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.

15. LAWFUL PERFORMANCE.

CONSULTANT shall abide by all Federal, State, and Local Laws and Regulations as may be related to the performance of duties under this Agreement. CONSULTANT, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement.
5 136
Agreement No. 32400250

16. SAFETY REQUIREMENTS.

CONSULTANT shall not perform any services for the CITY when the CONSULTANT is impaired by alcohol or a controlled substance. When there is reasonable cause to believe that any person has violated this provision, that person shall be immediately removed from the premises and be subject to any applicable civil and/or criminal penalties under the CITY’s Code and/or under state law. All work performed under this Agreement shall be performed in such a manner as to provide safety to the public. The CITY reserves the right to issue restraining or cease and desist orders to CONSULTANT when unsafe or harmful acts are observed or reported relative to the performance of the work under this Agreement. The acceptance of CONSULTANT's work by CITY shall not operate as a release of the CONSULTANT from such standard of care and workmanship.

17. OWNERSHIP OF CONSULTANT’S WORK PRODUCT , CONFIDENTIALITY & DISCLOSURE.

CITY shall be the owner of any and all technical documents and records, including, computations, plans, correspondence, and/or other pertinent data and information, both hard copy and electronic, gathered or prepared by CONSULTANT in performance of this Agreement and shall be entitled to immediate possession of the same upon completion of the work under this Agreement, or at any earlier or later time when the same may be requested by CITY.

17.1. Records and Inspections. The CONSULTANT shall maintain full and accurate records, with respect to all services and matters covered under this Agreement. The CITY shall have free access at all reasonable times to such records, both hard copy and electronic, and the right to examine and audit the same and to make transcripts therefrom, and to inspect all program data, documents, proceedings, and activities.

17.2. Deliverables. CONSULTANT shall deliver to the CITY the studies, plans, specifications, or other documents as are identified in the Scope of Services; and CONSULTANT shall, upon completion of all work or termination of this Agreement, submit to the CITY all information developed in the course of the CONSULTANT's services. CONSULTANT shall, in such time and in such form as the CITY may require, furnish reports concerning the status of services required under this Agreement. CONSULTANT shall, upon request by CITY and upon completion or termination of this Agreement, deliver to the CITY all material furnished to CONSULTANT by the CITY.

17.3. Ownership – Generally. All inventions, discoveries, enhancements, changes, or improvements of computer programs developed pursuant to this Agreement shall be the property of the CITY, and all patents or copyrights shall be assigned to the CITY, unless otherwise agreed. CONSULTANT agrees that CITY may make modifications to computer software furnished by CONSULTANT 6 137
Agreement No. 32400250
without infringing CONSULTANT’s copyright or any license granted to CITY, unless otherwise agreed.

17.4. Ownership of Documents. Every report, draft, work product, map, record, and other document reproduced, prepared, or caused to be prepared by the CONSULTANT pursuant to or in connection with this Agreement shall be the exclusive property of the CITY.

CONSULTANT may be granted access to information that is exempt from disclosure to the public (Government Code Section 7920.505) and may contain “trade secrets” (see Government Code Section 7924.510(f)) when it is necessary for CONSULTANT to perform its obligations pursuant to this Agreement. If CONSULTANT is granted such access to confidential information, CONSULTANT shall not be considered to be a member of the public as that term is used in Government Code Section 7920.515.

17.6. Disclosure of Information. CONSULTANT shall not disclose, publish, or authorize others to disclose or publish, design data, drawings, specifications, reports, or other information pertaining to the projects assigned to CONSULTANT by the CITY or other information to which the CONSULTANT has had access during the term of this Agreement without the prior written approval of the CITY’s Designated Representative during the term of this Agreement and for a period of two (2) years after the termination of this Agreement.

17.7. No Warranty. 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.

18. ASSIGNMENT .

This Agreement is for the professional services of CONSULTANT. Any attempt by CONSULTANT to assign the benefits or burdens of this Agreement without the prior written approval of CITY shall be prohibited and shall be null and void. CONSULTANT's services pursuant to this Agreement shall be provided by the CONSULTANT’s Designated Representative or directly under his/her supervision, and CONSULTANT shall not assign another to supervise the CONSULTANT's performance of this Agreement without the prior written approval of CITY, by and through the CITY’s Designated Representative.

19. NOTICE OF BREACH AND OPPORTUNITY TO CURE.
7 138
Agreement No. 32400250
Neither Party will be in breach of this Agreement where the breach is capable of being cured, or until written notice of the breach is received from the non-breaching Party. The Party charged with breach will have fifteen (15) calendar days from the date of receiving such notice in which to cure the breach or otherwise respond. If the circumstances leading to the charge that the Agreement was breached have not been cured or explained to the satisfaction of the other Party within fifteen (15) days from the date on which the breaching Party received notice of breach, the non-breaching Party may terminate this Agreement. Notice shall be given in the manner set forth in section

22. 20. NOTICE.

All notices given or required to be given pursuant to this Agreement shall be in writing and may be given by personal delivery or by first-class mail. Notice sent by mail shall be addressed to each Party’s Designated Representative as set forth above in Section 6. When addressed in accordance with this Section, such notice shall be deemed given upon deposit in the United States mail, postage prepaid. In all other instances, notices shall be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this Section.

21. COVENANTS AND CONDITIONS.

Each term and each provision of this Agreement to be performed by CONSULTANT shall be construed to be both a covenant and a condition.

22. WAIVER.

CITY’s review or acceptance of, or payment for, work product prepared by CONSULTANT under this Agreement will not be construed to operate as a waiver of any rights CITY may have under this Agreement or of any cause of action arising from CONSULTANT’s performance. A waiver by CITY of any breach of any term, covenant, or condition contained in this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement, whether of the same or different character.

23. INDEMNIFICATION, HOLD HARMLESS & DEFENSE.

23.1 As a separate and independent covenant from CONSULTANT’s obligations under this section, CONSULTANT shall to the fullest extent permitted by law, immediately defend, indemnify, and hold harmless CITY, its legislative and advisory bodies, and the CITY’s officials, directors, officers, employees, and agents (the “Indemnitees”) from and against all liabilities regardless of nature, type, or cause, arising out of or resulting from or in connection with CONSULTANT’s performance of this Agreement or CONSULTANT’s failure to 8 139
Agreement No. 32400250
comply with any of its obligations contained in this Agreement. Liabilities subject to the duties to defend and indemnify include, without limitation, all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys’ fees; court costs; and costs of alternative dispute resolution.

CONSULTANT’s obligation to indemnify applies unless it is adjudicated that any of the liabilities covered by this Section are the result of the sole active negligence or sole willful misconduct of any of the Indemnitees.

23.2 The duty to defend is a separate and distinct obligation from CONSULTANT’s duty to indemnify. CONSULTANT shall be obligated to defend 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, whether or not liability is established. An allegation or determination of negligence or willful misconduct by any of the Indemnitees shall not relieve CONSULTANT from its separate and distinct obligation to defend the Indemnitees. The obligation to defend extends through final judgment, including exhaustion of any appeals. The defense obligation includes the obligation to provide independent defense counsel if CONSULTANT asserts that liability is caused in whole or in part by the negligence or willful misconduct of the Indemnitees. If it is finally adjudicated that liability was caused by the sole active negligence or sole willful misconduct of any of the Indemnitees, CONSULTANT may submit a claim to CITY for reimbursement of reasonable attorneys’ fees and defense costs.

23.3 The provisions of this Subsection 23.3 apply only in the event that CONSULTANT is a design professional within the meaning of California Civil Code section 2782.8 (“Design Professional”). The term Design Professional, as defined in said section, is limited to licensed architects, licensed landscape architects, registered professional engineers, professional land surveyors, and the business entities that offer such services in accordance with the applicable provisions of the California Business and Professions Code.

23.3.1 Notwithstanding the provisions of Subsections 23.1 and

23.2 above, to the extent that the services to be provided under this Agreement are those of a Design Professional, CONSULTANT's duty to indemnify, hold harmless, and defend the Indemnitees shall be limited to the extent that any claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, its officers, agents, employees or subconsultants in the performance of the services described in this Agreement.

23.3.2 In no event shall the costs of defense charged to CONSULTANT exceed the CONSULTANT’s proportionate percentage of fault, except as otherwise set forth in said Civil Code section 2782.8, the provisions of which are incorporated into this Agreement by this reference.

Nothing in this Subsection 23.3 shall be construed to require CONSULTANT to provide indemnification for claims caused by the active 9 140
Agreement No. 32400250
negligence or willful misconduct of the Indemnitees.

23.4 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. CONSULTANT waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONSULTANT pursuant to this Agreement. The provisions of this Section shall not be restricted by and do not affect the provisions of this Agreement relating to Section 24. The CONSULTANT’s obligations under this Section of the Agreement shall survive the termination of the Agreement.

23.5 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 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 to CITY from CONSULTANT as a result of its failure to promptly pay to CITY any reimbursement or indemnification arising under this Section.

24. INSURANCE.

CONSULTANT shall obtain and maintain during the performance of any services under this Agreement the insurance coverages listed within “Exhibit C”, which is attached hereto and incorporated herein by this reference, unless the Risk Manager waives, in writing, the requirement that CONSULTANT obtain and maintain such insurance coverages. Such insurance must be issued by a company satisfactory to the Risk Manager. CONSULTANT shall, before performance of any services pursuant to this Agreement, file with the Risk Manager evidence of insurance coverage as specified in “Exhibit C”. 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 shall be considered a material breach of this Agreement.

25. LIVING WAGE REQUIREMENTS.

During the term of this Agreement, CONSULTANT understands and agrees that if Living Wages are applicable, subject to the 2002 Oxnard City Council Living Wage Policy, attached as “Exhibit D” to this Agreement, CONSULTANT will pay and/or provide 10 141
Agreement No. 32400250
the wages and/or benefits required therein to all of its employees engaged in whole or in part in performing the services provided for by this Agreement. The duty to pay the correct wage is the responsibility of the CONSULTANT.

26. [RESERVED].

27. [RESERVED].

28. CONFLICT OF INTEREST .

CONSULTANT covenants that it does not have any interest, nor shall it acquire any interest, directly or indirectly, which would conflict in any manner with the performance of CONSULTANT’s services under this Agreement. CONSULTANT further covenants that in the performance of services under this Agreement, no officer, employee or agent of CONSULTANT having such interest shall be employed by it. In the event the CITY determines that CONSULTANT must disclose its financial interests by completing and filing a Fair Political Practices Commission Form 700, Statement of Economic Interests, CONSULTANT shall file such Form 700 with the CITY Clerk’s Office pursuant to the written instructions provided by the CITY Clerk. Acquisition or maintenance of a conflicting interest by CONSULTANT may result in termination of this Agreement by the CITY.

29. IRAN CONTRACTING ACT .

In accordance with the Iran Contract Act of 2010 (Public Contract Code sections 2200-2208) the City requires that any CONSULTANT that submits a proposal or otherwise proposes to enter into or renew a contract with the City with respect to goods or services of one million dollars ($1,000,000) or more, must certify, that the CONSULTANT is not identified on a list created pursuant to subdivision (b) of Public Contract Code Section 2203 as a person engaging in investment activities in Iran described in subdivision (a) of Public Contract Code Section 2202.5, or as a person described in subdivision (b) of Public Contract Code Section 2202.5, as applicable.

A CONSULTANT is ineligible to enter into any contract with the CITY for goods or services of one million dollars ($1,000,000) or more if the CONSULTANT engages in investment activities in Iran. CONSULTANT must certify that it is not on the list of ineligible vendors prohibited from doing business with the State of California and shall complete the Iran Contract Act Certification attached as Exhibit D.

30. DISPUTES.

Except as otherwise provided in these provisions, any dispute concerning a question of fact arising under this Agreement, shall be decided by the CITY’s Designated Representative, who shall reduce this decision to writing and mail a copy to the CONSULTANT. The decision of the CITY’s Designated Representative shall be final and conclusive unless CONSULTANT requests mediation within ten (10) calendar days. 11 142
Agreement No. 32400250
Pending final decision of a dispute, the CONSULTANT shall proceed diligently with the performance of the Agreement and in accordance with the decision of the CITY’s Designated Representative.

31. DISPUTE RESOLUTION.

Should an unresolved dispute arise out of this Agreement, any Party may request that it be submitted to mediation. The Parties shall meet in mediation within a reasonable time not to exceed forty five (45) days of a request. The mediator shall be agreed to by the mediating Parties. In the absence of an agreement on a mediator, the Parties shall each submit one name from mediators listed by the American Arbitration Association, the California State Board of Mediation and Conciliation, or other agreed-upon service. The mediator shall be selected by a “blindfold” process. The cost of mediation shall be borne equally by both Parties. Neither Party shall be deemed the prevailing Party. No Party shall be permitted to file a legal action without first meeting in mediation and making a good faith attempt to reach a mediated settlement. The mediation process, once commenced by a meeting with the mediator, shall last until agreement is reached by the Parties but not more than sixty (60) calendar days, unless the maximum time is extended in writing by both Parties.

32. 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; or for other purposes relating to the Agreement. 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 or until an audit has been completed and accepted by CITY, whichever occurs later. CONSULTANT shall maintain all such records in CITY or to promptly reimburse CITY for all reasonable costs incurred in conducting the audit at a location other than in CITY, including but not limited to expenses for personnel, salaries, private auditor, travel, lodging, meals and overhead. CONSULTANT shall include a copy of this Section 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.

33. ADVERTISING AND PUBLICITY .

CONSULTANT shall not use the name of or refer to CITY directly or indirectly in any advertisement, news release, or professional or trade publication without prior written approval from the CITY Manager. This Section shall survive the termination of this Agreement.
12 143
Agreement No. 32400250

34. 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.

35. FORCE MAJEURE.

Neither the CONSULTANT nor the CITY shall be responsible for any delay caused by any contingency beyond their control, including, but not limited to, war or insurrection, walkouts by the Party’s own employees, fires, natural calamities, riots, or demands or requirements of governmental agencies other than the CITY.

36. GOVERNING LAW.

The terms of this Agreement shall be interpreted according to the laws of the State of California. Should litigation occur, venue shall be in the Superior Court of California, County of Ventura.

37. SEVERABILITY .

38. INTEGRATED AGREEMENT .

39. NO THIRD-PARTY BENEFICIARY .

This Agreement shall not be construed to be an agreement for the benefit of any third-party or parties, and no third party or parties shall have any claim or right of action under this Agreement.
13 144
Agreement No. 32400250

40. AUTHORITY TO EXECUTE.

41. EXECUTION – COUNTERPARTS.

42. INCONSISTENT OR CONFLICTING TERMS.

43. CAPTIONS AND HEADINGS.

The captions and headings contained in this Agreement are provided for identification purposes only and shall not be interpreted to limit or define the content, scope, or intent of the provisions described under the respective caption or heading.

44. ACKNOWLEDGEMENT .

By signing below, CONSULTANT acknowledges that it has reviewed the CITY’s CONSULTANT/Professional Services Agreement terms and conditions and insurance requirements and that CONSULTANT hereby agrees to full compliance. [Signatures on next page]
14 145
Agreement No. 32400250
In witness whereof, the Parties have entered into this Agreement effective on the date as written in section 3 and upon signature of all Parties.

CITY OF OXNARD NBS GOVERNMENT FINANCE GROUP
☐John C. Zaragoza, Mayor1 Date Greg Davidson, Vice PresidentDate ☐Jennifer Yates, Purchasing Manager2
Michael Rentner,3 Date
President & Secretary
ATTEST:

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

Stephen M. Fischer, CITY Date
Attorney (always required)
3 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.
2 The Purchasing Agent may execute any authorized agreement up to $200,000. 1 The City Council must authorize and the Mayor must execute any agreement over $200,000. 15 146
Agreement No. 32400250

EXHIBIT A

CONSULTANT/PROFESSIONAL SERVICE AGREEMENT
(CITY of Oxnard and NBS Government Finance Group)

SCOPE OF SERVICES
A. Administration Services for the City's Maintenance Assessment Districts (LMD/MAD)

1. Database Development. Consultant will update the database with current County Assessor's information including property owner names, property owner addresses and any other available data that will augment the existing database.

2. Budget Preparation. Consultant will meet with City staff to review each district's budget for the coming fiscal year. This budget will be based on historical costs, actual and/or projected changes in costs and/or improvements to be maintained. Cost categories may include but are not limited to capital improvements, maintenance costs, incidental costs (engineering, legal, district administration) and reserve funds.

3. Assessment Computation and Rate Analysis. Consultant will compute the assessment for each parcel within each district according to its method of assessment. Consultant will provide an assessment summary which will include a comparison of current year rates versus prior year rates, separate by zone and land use, if applicable, and fund balance information.

4. Engineer’s Report Preparation. Consultant will prepare and provide to City staff the annual Engineer's Report for each district. Each such Engineer's Report will consist of:
a. Background of the district.
b. A detailed and technically supported Method of Assessment. c. A description of the improvements and services funded by the district. d. A cost estimate for the improvements and services being funded. e. Copy or reference to the original district diagram.
f. A table showing assessed rates by zone and land use. g. An assessment roll listing assessments by parcel or reference a complete roll on file with the City.

5. Meet with City Staff. Consultant will meet with City staff to review each Engineer's Report for modifications and approval.

6. Noticing and Resolution Coordination. Consultant will coordinate activities to ensure that required tasks are completed within the scheduled time frame. Consultant will assist the City with preparation of any notice of assessments, public hearings, or other meetings requiring publication. Consultant will assist the City with preparation of the staff report, all legal notices and the associated resolutions described below:
a. Resolution describing improvements, initiating proceeding and ordering the Consultant's engineer to prepare and file a report for the City. 16 147
Agreement No. 32400250
b. Resolution preliminarily approving the Engineer's Report c. Resolution of intention declaring the intention of the City Council to levy and collect assessments and setting a date for the public hearing.
d. Resolution authorizing the placement of assessments on the secured property tax bills.

7. Meeting Attendance. Consultant will attend up to a total of two (2) public meetings per fiscal year such as workshops and City Council meetings (in addition to and not including the town hall meetings in B(1) of this Exhibit A-2), as requested by the City.

8. Levy Submittal. Consultant will submit the levy to the Ventura County Auditor Controller in
the required format. Assessments rejected by the Ventura County Auditor-Controller will be researched and resubmitted for collection on the Ventura County Tax Roll. Any parcels that are not submitted to Ventura County for collection will be invoiced for payment directly to the City.

9. Final Engineer’s Report. Consultant will update and deliver to City staff each annual Engineer's Report.

10. Toll-Free Phone Number. Consultant shall provide a toll-free phone number for use by the City, other interested parties and all property owners during regular business hours, Monday-Friday 8:00 a.m. to 5:00 p.m. Consultant will be available to answer questions regarding each district and the ongoing collection of assessments. Bilingual staff is available to assist Spanish-speaking property owners.

B. On-Call Assistance to City Staff with Special Requests Related to the Administration of the Special Financing Districts But Not In Scope of Services

11. On-Call Assistance. Consultant will be available to answer questions and assist City staff during regular business hours, Monday-Friday 8:00 a.m. to 5:00 p.m. on special requests involving the administration of the Special Financing Districts, as requested. On-call assistance is intended to cover time, material, and all other costs for tasks related to the administration of the Special Financing Districts (1915, CFD, LMD/MAD, and others) and not already included in the scope of services of this Agreement. On-Call assistance may include, but not be limited to:
a. Assistance with direct staff allocations.
b. Assistance with indirect cost allocations.
c. Assistance with Proposition 218 compliance on an ongoing basis. d. Assistance with maintenance contract specifications and bidding. e. Assistance with the resolution of inquiries by property owners and the public.

C. 1915 Act Assessment District Administration Services

12. Kick-Off Meeting, Project Schedule. Consultant to meet with City staff, legal counsel and other interested parties to:
● Establish lines of communication
● Clarify the specific project goals and criteria that will meet the City’s preference ● Identify and resolve any special circumstances that may be involved in the administration of the districts
17 148
Agreement No. 32400250
● Develop project schedules to meet legal requirements and provide for effective interaction of all involved parties
● Establish meeting dates consistent with schedule to achieve project milestones

13. Data Collection. Consultant will gather and review data relevant to the administration of the district. Data will be obtained from various sources, including City records, Assessor’s parcel maps, and County Assessor information and establish a database for the assessment district.

14. Policy Review. Consultant will review policies and procedures that have been established by the City for compliance with the governing documents and law. These policies will be incorporated into our service to the City.

15. Cost Recovery. Consultant will identify all costs associated with the administration of the Assessment District and recover those costs through the levy process as outlined in §8682 and §8682.1 of the California Streets and Highways Code. These costs may include, but not be limited to Registrar/Transfer/Paying Agent fees, Arbitrage Rebate calculation fees, bank fees, and expenses of the City and its consultants related to the administration of the district.

16. Fund Analysis. Consultant will determine the balance requirements and acquire the current cash balances for the district. We will make recommendations to ensure that the flow of funds and fund balances are in compliance with bond documents. Cash flow analysis will also be performed to determine any levy shortfall or surplus.

17. Annual Assessment Levy. Consultant will calculate the annual assessment levy for each parcel in the district and submit the amount for each parcel to the County in the format and medium (i.e. tape, diskette) required by the County Auditor-Controller.

18. Resubmission of Rejects. Consultant will research the status of any parcels rejected by the County Auditor-Controller, and resubmit corrected data for collection on the County Tax Roll. Any parcels that are not accepted by the County for collection will be invoiced directly, with payment directed to the City.

19. Maintain Assessment District Data. Consultant will annually track all parcel changes to ensure that all changes are documented. Historical parcel change and assessment apportionment data will be maintained by NBS.

20. Annual Report. Consultant will provide a comprehensive Annual Report that will show a detailed listing of the amounts submitted to the County or directly billed for collection, details of delinquent assessments, fund analysis, paid off parcels and release of liens, all bond call activity, and assessed valuation information.

21. Delinquency Monitoring. Consultant will provide the City with a comprehensive list of delinquencies after each installment becomes due. This report will show delinquency percentage as well as a detailed list of each delinquent parcel.

22. Prepayment Calculation/Amortization Schedule. Consultant will provide assessment prepayment calculations and amortization schedules to interested parties. The requester 18 149
Agreement No. 32400250
will pay the cost of this service; however, there will be no charge to the City or property owners.

23. Bond Calls. Consultant will prepare the spread of principal to be called within maturities for all bond calls and coordinate the call with the Paying Agent/Trustee.

24. Release of Liens. Consultant will prepare all documents required to release the liens of parcels that have prepaid the assessment.

25. Notice of Special Assessment. Consultant will provide a "Notice of Special Assessment" disclosure notice to requesting parties as required by §53754 of the Government Code of the State of California. The fee of any Notice of Special Assessment shall be paid by the party requesting the disclosure notice.

26. Toll-Free Phone Number. Consultant will provide a toll-free phone number for use by the City, other interested parties and all property owners. Our staff will be available to answer questions regarding the formation and ongoing collection of assessments for the district.

Bilingual staff is available for Spanish-speaking property owners.

27. County Assessor Reporting. Consultant will work with the County Assessor to aid in complying with the requirements of Revenue & Taxation Code 163. This includes providing data such as parcel number, original assessment and current principal balance to the County Assessor.

Community Facilities District Administration

28. Data Collection. Consultant will gather and review data pertinent to the administration of the Community Facilities District. Data will be obtained from various sources such as assessor’s parcel maps, building permits and county assessor information as determined to be necessary based on the requirements of the Rate and Method of Apportionment.

Consultant will maintain and periodically update a database of all parcels within the districts and relevant parcel information.

29. Administrative Cost Recovery. Consultant will identify all costs associated with the administration of the Community Facilities District and recover those costs through the levy process as outlined in §53317(e) and §53340 of the Government Code of the State of California. Such costs may include, but are not to be limited to: bank fees, legal fees, county tax collection fees, and all costs and expenses of the public agency and its consultants related to district administration.

30. Cash Flow Analysis. Consultant will determine the cash flow requirement, acquire current fund balances and make recommendations to keep the flow of funds and fund balances in compliance with the bond documents. Fund transfers might include the transfer of available surplus funds to be used as levy credits or the transfer of reserve funds to the redemption fund upon the prepayment of special taxes. Cash flow analysis will also be performed to determine any levy shortfall or surplus collections.

31. Special Tax Requirement. Consultant will calculate the annual Special Tax Requirement that will include all necessary components as outlined in the Rate and Method of 19 150
Agreement No. 32400250
Apportionment, such as principal and interest due, administrative expenses, collection for direct financing of services or facilities, and a fund credit or replenishment as determined from analysis of the district funds.

32. Levy Calculation. Consultant will calculate the annual special tax levy for each parcel within the Community Facilities District following the guidelines established in the Rate and Method of Apportionment.

33. Meeting Attendance. Consultant will attend district related Council/Board meetings related to district administration, as requested by the City.

34. Parcel Tax Reporting. Consultant will prepare a report with information relating to the imposition of each locally assessed parcel tax required by the addition of Government Code (GC) section 12463.2 (chapter 781, statutes of 2014.)

35. Levy Submittal. Consultant will submit the levy to the County Auditor Controller in the required format and medium (i.e. e-mail, diskette). Special Taxes rejected by the County Auditor Controller will be researched and resubmitted for collection on the County Tax Roll.

Any parcels that are not submitted to the County for collection will be invoiced directly to the parcel owner, with payment submitted to the public agency.

36. Special Tax Levy Report. Consultant will provide an annual Special Tax Levy Report. This report will include a parcel listing with levy amounts and other parcel information, the details of the annual Special Tax Requirement, current delinquency information, fund analysis, administrative expenses to be recovered, and status of the project and current issues affecting the districts.

37. Delinquency Monitoring. Consultant will provide a comprehensive list of delinquencies after each special tax installment becomes due. The delinquency report will provide the district’s overall delinquency percentage as well as a detailed list of each delinquent parcel, with the name and address of the delinquent parcel owner, the delinquent amount and penalties.

38. Prepayment Calculations. Consultant will provide special tax prepayment calculations to interested parties. The party requesting the calculation shall pay the fee of any prepayment calculation.

39. Bond Calls. Consultant will prepare the spread of principal to be called within maturities for all bond calls and coordinate the call with the Paying Agent/Trustee.

40. Release of Liens. Consultant will prepare all documents required to release the liens of parcels that have prepaid the special tax.

41. CDIAC Reporting. Consultant will perform all necessary reporting to the California Debt and Investment Advisory Commission as required by §53359.5(b) and §53359.5(c) of the Government Code of the State of California.

42. Notice of Special Tax Disclosure. Consultant will provide Notice of Special Tax Disclosure notices to requesting parties as required by §53340.2 and §53341.5 of the 20 151
Agreement No. 32400250
Government Code of the State of California. The fee of any Notice of Special Tax shall be billed to the party requesting the disclosure form.

43. Toll-Free Phone Number. Consultant will provide a toll-free phone number for use by the City, other interested parties and all property owners. Our staff will be available to answer questions regarding the districts and ongoing collection of the special tax. Bilingual staff is available for Spanish-speaking property owners.

Continuing Disclosure (Per Occurrence)
In accordance with the Continuing Disclosure Certificate of the Bonds, Consultant will support the annual disclosure filing requirements of the SEC Continuing Disclosure Rule 15c2-12, for the Bonds existing at the time of this agreement and Bonds the Consultant has previously provided such services for. Specifically, Consultant will perform the following:

44. Document Review. Consultant will review pertinent documents of the Bonds, including the Official Statement and Continuing Disclosure Certificate. We will identify material such as the Comprehensive Annual Financial Report and/or other operating data that the City has agreed to provide in the Continuing Disclosure Certificate.

45. Data Collection. Consultant will collect the annual financial information and operating data that the City has agreed to provide to the Electronic Municipal Market Access system, or EMMA.

46. Report Preparation. Consultant will prepare the Annual Disclosure Report as required in the Disclosure Certificate.

47. Annual Dissemination. Consultant will disseminate the Annual Disclosure Report including City Financials to EMMA and any SID, and post to our website to allow public access free of charge.

48. Significant Events. Consultant will prepare and disseminate a “Notice of Significant Events”, as listed on the Continuing Disclosure Certificate, to EMMA, as required in the certificate. Action will commence upon notification by the City of the occurrence of any of the events.

49. City’s Responsibilities. The City shall furnish Consultant with any pertinent information that is available to the City and applicable to the services. The City shall designate a person to act with authority on its behalf in respect to the services. The City shall notify Consultant of the occurrence of any events listed in the Continuing Disclosure Certificate.

The City shall promptly respond to Consultant’s requests for reviews and approvals of its work, and to its requests for decisions related to the services. City understands and agrees that Consultant is entitled to rely on all information, data and documents (collectively, “Information”) supplied to Consultant by City or any of its agents, Agreements or proxies or obtained by Consultant from other usual and customary sources including other government sources or proxies as being accurate and correct and Consultant will have no obligation to confirm that such Information is correct and that Consultant will have no liability to City or any third party if such Information is not correct. 21 152
Agreement No. 32400250
Delinquency Management (Per Occurrence)
Consultant will develop a comprehensive delinquency management program which includes a discussion and interpretation of the issuer’s foreclosure covenant together with a review of the existing policies and procedures of the City. This service can be provided as part of overall annual administration or as a stand-alone service. When deemed as the appropriate course of action, NBS will perform the following.

50. Delinquency Reports. Consultant will provide the City with an updated list of delinquencies prior to sending any of the below letters. This report will also detail each district’s percentage of delinquencies, as well as a detailed list of each delinquent parcel.

51. Reminder Letter. At the City’s direction, Consultant will send a reminder letter to the property owner of each delinquent parcel for the December 10th installment. The purpose of the letter is to inform and educate the property owner of their obligation to pay assessments.

52. Demand Letter. At the City’s direction, Consultant will send a demand letter to the property owner of each delinquent parcel for the April 10th installment. This letter will be mailed to any property owner who remains delinquent for both installments or who is delinquent for April 10th only. The purpose of this letter is to further educate the property owner and advise them of a potential foreclosure.

53. Lienholder Letter. At the City’s direction, Consultant will send a demand letter to the lienholders of loan-defaulted parcels where a Notice of Default has been filed, notifying them of the special tax / assessment delinquency and the loss of their lien position when judicial foreclosure occurs. The purpose of this letter is to educate the lienholders and to spur quick payment of delinquencies in order to protect their interest in the property.

54. Lienholder Research. At the City’s direction, Consultant will perform detailed search of public records to identify lienholders on non-loan-defaulted parcels. The purpose of this is to allow further communication from the City to educate the lienholders and to spur quick payment of delinquencies in order to protect their interest in the property.

55. Foreclosure Letter. This type of letter is typically sent after the installments for a parcel have been removed from the tax roll. The letter delineates what amount must be paid directly to the City to forestall the turnover of documents to the foreclosure attorney.

56. Tax Roll Removal and Notice. Consultant will provide the information required to remove parcels from the tax roll and coordinate with the County Auditor Controller to verify the removal. This step is in preparation of turning the parcels over for foreclosure. Once removed from the tax roll, each property owner will receive one final foreclosure letter indicating the amount due and payment instructions. NBS will file the Notice of Intent to Remove Delinquent Installments and remove such Notice upon payment of the delinquency.

57. Payment Plans. At the City’s discretion, Consultant will offer payment plans to property owners in lieu of turning parcels over to the City’s foreclosure counsel. 22 153
Agreement No. 32400250

58. Subsequent Foreclosure Services. Consultant will prepare and deliver all information to the City’s foreclosure counsel. Consultant will also continue to supply the City’s counsel with additional information throughout the foreclosure process. Consultant will continue to respond to property owner and City staff phone calls regarding the status of all cases, and will coordinate and audit status reports on a bi-monthly basis from the City’s foreclosure counsel.

59. Toll-Free Phone Number. Consultant will provide a toll-free phone number for use by the City, other interested parties and all property owners. Consultant’s staff will be available to answer questions regarding the formation and ongoing collection of assessments/special taxes for the districts. Bilingual staff is available for Spanish-speaking property owners.

Apportionments of 1915 Act Assessment Lien (Per Occurrence) Parts 10 and 10.5 of the Streets and Highways Code detail the methodology and procedure that the City must follow in apportioning the assessment lien on parcels that are reconfigured and/or subdivided. With our experience in district formation and the development of methods of assessment, we are able to ensure that apportionments are properly performed.

Assuming proceeding under the preferred procedure of Part 10.5, Consultant will perform the following:

60. Application Forms. Consultant will provide apportionment application forms and instructions to the City’s Engineering representative for inclusion as a condition of approval for subdivision within an assessment district.

61. Segregation. Consultant will apportion the special assessment according to the method of spread as described in the engineer’s report.

62. Notice of Apportionment. Consultant will prepare a notice of apportionment and send it via certified mail to the issuing underwriter, as required.

63. Assessment Diagram. Consultant will prepare an amended assessment diagram and notice. The diagram and notice will be filed and recorded with the County Recorder.

64. Amortization Schedule. Consultant will prepare an amortization schedule for each newly created assessment type.

65. Apportionment Report. Consultant will prepare and submit to the City an Apportionment Report showing the finalized apportionment and the amended assessment diagram.

In the event proceedings are undertaken under Part 10, the following additional items are required:

66. Resolutions. Consultant will prepare the required resolutions to order the amended assessment, the amended assessment diagram, notices to the property owner, and fix the amount of costs to perform the apportionment.
23 154
Agreement No. 32400250

67. Public Meetings. Consultant will be available to attend any public meetings required to complete the apportionment.
24 155
Agreement No. 32400250

EXHIBIT B

CONSULTANT/PROFESSIONAL SERVICE AGREEMENT
(CITY of Oxnard and NBS Government Finance Group)

SCHEDULE OF COMPENSATION
Special Financing District Annual Administration

COMMUNITY FACILITIES DISTRICT (CFD) ADMINISTRATION FEES The following table summarizes our annual fees for the for the base CFD Administration services:

District Name Annual Base Fee
CFD 2000-3 (Oxnard Boulevard / Highway 101) $6,950
CFD No. 1 (Westport at Mandalay Bay) $6,950
CFD No. 2 (Westport at Mandalay Bay) $6,950
CFD No. 3 (Seabridge) $6,950
CFD No. 4 (Seabridge) $6,950
CFD No. 5 (Riverpark) $6,950
CFD No. 8 (Sakioka Farms) $6,950
TOTAL $48,650
1915 ACT ASSESSMENT DISTRICT (AD) ADMINISTRATION FEES
The following table summarizes our annual fees for the for the base AD Administration services:

District Name Annual Base Fee
AD 2000-1 (Oxnard Boulevard / Highway 101) $4,950
AD 2001-1 (Series 2012 Refunding) $4,950
TOTAL $9,900
1915 ACT AND COMMUNITY FACILITIES DISTRICT ADMINISTRATION SERVICES Community Facilities Districts (Base Fee) $41,700
1915 Act Assessment Districts (Base Fee) $9,900
Estimated Expenses are capped at a total of $4,500 for the Community Facilities District Administrative Fees and 1915 Act Assessment Administrative Fees.

Total Base Fees plus Estimated Expenses $56,100.

LANDSCAPE MAINTENANCE DISTRICTS (LMD) ADMINISTRATION FEES The following table summarizes our annual fees for the for the base LMD Administration services:

District Name Annual Base Fee
LMD No. 3 (River Ridge) $1,750.00
LMD No. 10 (Country Club Estates) $1,250.00
25 156
Agreement No. 32400250
LMD No. 11 (St. Tropez) $1,250.00
LMD No. 12 (Standard Pacific) $1,250.00
LMD No. 13 (Le Village) $1,250.00
LMD No. 14 (California Cove) $1,250.00
LMD No. 16 (California Lighthouse) $1,250.00
LMD No. 23 (Greystone) $1,250.00
LMD No. 24 (Vineyards) $1,250.00
LMD No. 25 (Pointe) $1,250.00
LMD No. 27 (Rose Island) $1,250.00
LMD No. 28 (Harborside) $1,250.00
LMD No. 30 (Haas Automation) $1,250.00
LMD No. 31 (Rancho De La Rosa) $1,250.00
LMD No. 32 (Oak Park) $1,250.00
LMD No. 33 (El Paso) $1,250.00
LMD No. 34 (Sunrise Pointe & Sunset Cove) $1,250.00
LMD No. 36 (Villa Santa Cruz & Villa Carmel) $1,250.00
LMD No. 37 (Pacific Breeze) $1,250.00
LMD No. 38 (Aldea Del Mar) $1,250.00
LMD No. 39 (El Sueno Promesa & DR Horton/Seawinds) $1,250.00 LMD No. 40 (Cantada) $1,250.00
LMD No. 41 (Pacific Cove) $1,250.00
LMD No. 42 (Cantabria & Coronado) $1,250.00
LMD No. 43 (Greenbelt) $1,250.00
LMD No. 46 (Daily Ranch) $1,250.00
LMD No. 47 (Sycamore Place) $1,250.00
LMD No. 49 (Cameron Ranch) $1,250.00
LMD No. 50 (Pleasant Valley Senior Housing) $1,250.00
LMD No. 51 (Pfeiler) $1,250.00
LMD No. 52 (Wingfield) $1,250.00
LMD No. 53 (Huff Court) $1,250.00
LMD No. 54 (Meadow Crest Villas) $1,250.00
LMD No. 55 (Wingfield West) $1,250.00
LMD No. 58 (Westwind) $1,250.00
LMD No. 60 (Artisan) $1,250.00
MAD No. 4 (Mandalay Beach) $1,750.00
Waterways (Zones 1-Mandalay Bay & 2-Harbour Island) $1,750.00 TOTAL $50,000.00
Districts or Zones with Less than 300 Parcels (Base Fee) $1,250 Each Districts or Zones with 300 Parcels or More (Base Fee) $1,750 Each Estimated Expenses are capped at a total of $3,500 for the Landscape Maintenance Districts. 26 157
Agreement No. 32400250
Total Fees including Estimated Expenses $53,500.

Estimated expenses reflect an allocation of $2,000 for the signature and stamp of the annual consolidated engineer’s report by a civil engineer (one occurrence).

ON-CALL ASSISTANCE TO CITY STAFF WITH SPECIAL REQUESTS RELATED TO THE

ADMINISTRATION OF THE SPECIAL FINANCING DISTRICTS BUT NOT IN SCOPE OF SERVICES (UPON CITY’S REQUEST , HOURLY RATE SCHEDULE)
Hourly per Schedule Below (Initial Authorization for the Fiscal Year) $27,000* Estimated Expenses are capped at a total of $1,500.

Total Fees plus Estimated Expenses $28,500.
*City may authorize additional hours subject to additional compensation under our hourly rate schedule.

CONTINUING DISCLOSURE
We understand that the City has bond issues currently subject to continuing disclosure preparation and dissemination. NBS will provide the services for the bonds existing at the date of this agreement for the fees as listed below. Additional issues may be added at similar fees.

Additional Services Necessary for the Ongoing Administration of the 1915 Act and Community Facilities Districts
Issuer Continuing Disclosure (Per Occurrence)*
AD 2000-1 Report Fee ………………………………………………………………….………… $2,400 AD 2001-1 Report Fee ………………………………………………………………….………… $1,850 CFD No. 1 Report Fee ……………………………………………………………………….…… $1,850 CFD No. 2000-3 Report Fee ………………………………………………………………….…... $1,850 Estimated Expenses are included in the CFD & 1915 Act sections above.

Reports are combined under the 2012 Revenue Bonds (Series A & B).

Developer’s Continuing Disclosure (Per Occurrence)
AD 2000-1 Report Fee* ……………………………………………………………………………… $450 Significant Event Fee* ……………………………………………...… Hourly Rate or $250 per event Estimated Expenses are included in the CFD & 1915 Act sections above.

Dissemination Services for Continuing Disclosure (Per Occurrence)* Report Dissemination (per recipient) ………………………………………………………………… $25 Significant Event Dissemination (per recipient) …………………………………..………………… $25 Estimated Expenses are included in the CFD & 1915 Act sections above.

DELINQUENCY MANAGEMENT
Reminder Letters (1) …………………………………………………………………………………… $15 Demand Letters (1) ………………………………………………………………….………….……… $30 Lienholder Letters (1, 2) …………………………………………………………….…………….…… $40 Lienholder Research (Notice of Default Not Filed) ……………………………………………… Hourly Foreclosure Letters ………………………………………………………………….……………….… $50 Payment Plan Administration ………………………………………………………………..……… $300 27 158
Agreement No. 32400250
Tax Roll Removal (3, 4) ……………………………………………………………………………….. $75 Removal of the Notice of Intent to Remove Delinquent Installments (4)..................................... $25 Subsequent Foreclosure Fees (4) ………………………………………………………………..… $100 All fees are based on a per-parcel/per-district basis, except as noted below.

1. This fee will be recovered as part of the next levy.

2. Letter is sent to lienholders where public Notice of Default has been filed. Fee reduced to $20 when sent jointly with a Foreclosure Letter to the same parcel.

3. This fee includes filing of the “Notice of Intent to Remove Delinquent Installments” but does not include County fees for removal from the tax roll.

4. This fee is per parcel/per district/per year from the initiation of the foreclosure.

APPORTIONMENTS OF 1915 ACT ASSESSMENT LIEN (PER OCCURRENCE) Apportionments will be performed upon request and paid for by the requesting party at consultant’s fee structure shown below. Consultant will apportion the assessment according to the original method of spread, prepare the amended assessment diagram, and record the notice of apportionment and amended diagram per Parts 10 and 10.5 of the Streets and Highways Code.

Apportionment Fee (Four parcels or less) …………………………………………………………. $950 Apportionment Fee (Five or more parcels) …………………………….. $1,800 (plus $35 per parcel) Recording Fee (each) ……………………………………………….………………..……………….. $40 Resolutions ……………………………………………………………………………………………. $300
Meeting Attendance……………………………………………..……….. Hourly Rate, plus travel costs SFD Formation/Restructuring/Bond Issuance

SPECIAL FINANCING DISTRICT FORMATION, RESTRUCTURING AND BOND ISSUANCE SFD Formation ...................................................................................... $19,500–45,000 per district SFD Restructuring .................................................................................. $9,500– 38,500 per district Bond Issuance Disclosure .............................................................. $18,500–22,500 per bond issue Estimated expenses ............................................................... $1,500–7,500 per district/bond issue Annual Fee Increases
Cost of living increases will be applied at a fixed rate of 3% annually starting January 2025 and annually thereafter.

Additional Optional Services – Hourly Rates
The following table shows our current hourly rates. Optional services authorized by the City but not included in the scope of services will be billed at this rate or the then applicable hourly rate.

This may include attendance at additional meetings, notice and ballots, etc.

Title Hourly Rate
Director $275
Associate Director / Engineer $250
Senior Consultant / Manager $225
28 159
Agreement No. 32400250
Consultant $200
Financial Analyst $175
Clerical / Support $135
Terms
All services will be invoiced monthly.

Expenses
Customary out-of-pocket expenses will be billed to the City at the actual cost to Consultant. These expenses may include, but are not limited to, the assessment engineer’s signature and stamp, travel, mailing fulfillment, postage, supplies, telephone, reproduction, meals, and various third-party charges for data, maps, and recording fees. Any requested reimbursement over $100 requires pre-approval by the City. Please send all such requests to Eric Storrie, Special Districts Manager, [email protected] or his designee.
29 160
Agreement No. 32400250

EXHIBIT C

CONSULTANT/PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and NBS Government Finance Group)

INSURANCE REQUIREMENTS
Prior to contract approval, CONSULTANT/CONSULTANT/SELLER/BIDDER (hereafter referred to as “CONSULTANT”) must procure, agree to maintain and supply evidence of insurance at the levels listed and in accordance with the other provisions listed in this document.
30 161
Exhibit INS-A
INSUR

ANCE REQUIREMENTS FOR CONSULTANTS
(WITH ERRORS AND OMISSIONS REQUIREMENT)

1. Consultant shall obtain and maintain du ring 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 services hereunder by Consultant, its agents, representatives, employees or subconsultants. 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 (Occurrenc e Form CG 0001). If a general aggregate limit is used, that limit shall apply separately to the project 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 bodil y injury and property damage for each claimant for automobile liability with coverage equivalent to Insurance Services Office automobile l iability coverage (Occurrence Form CA0001) covering Code No. 1, “any auto;” c. Professional liability/errors and omissio ns insurance app ropriate to Consultant’s profession to a minimum coverage of $1,000,000, with neither Consultant n or listed subconsultants having less than $500 ,000 individually. The professional liability/errors an d omissions insurance must be policy 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 claiman t. 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 endorsements are to be received and approved by t he 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. With the ex ception of Profession al Liability, Consultant agrees that all insurance cov erages shall be provided b y a California admitted insurance carrier with an A. M. Best rating o f A:VII or better and shall b e endorsed to state that coverage may n ot be suspended, voided, canceled, or reduced in coverage or limits without 30 days’ prior written notice to the Risk Manager. The Risk Manag er 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 endorse d to name City, its City Council, officers, employees, agents and volunteers as add itional insureds as respects: liability arising out of activities performed by or on behalf of Con sultant; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or automobiles own ed, 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 Endor sement 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 an d not contributin g 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. 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 procu re a bond guaran teeing payment of losses and related investigations, claim administration and defense expenses.

Page 2 ends

Public Works & Transportation CommitteeNovember 28, 2023

Public Works & Transportation Committee
November 28, 2023