Agenda packet — Oxnard City Council, December 3, 2024 (part 1 of 5)

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

OXNARD COMMUNITY DEVELOPMENT COMMISSION SUCCESSOR AGENCY

OXNARD FINANCING AUTHORITY

OXNARD HOUSING AUTHORITY
Meeting Location: Council Chambers, 305 West Third Street December 3, 2024
Closed Session - 5:30 PM
Regular Meeting - 6:00 PM
Zoom details to call-in for public comment during a meeting:

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

2. Enter Meeting ID: 849 4065 8552

3. Passcode: 144021
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 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] by 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.

AMENDED AGENDA
Report item L.1 (OPAC was removed from agenda)
1 OXNARD CITY COUNCIL OXNARD FINANCING AUTHORITY HOUSING AUTHORITY

OXNARD COMMUNITY DEVELOPMENT COMMISSION SUCCESSOR AGENCY December 3, 2024 PAGE 2

3. PROVIDE PUBLIC COMMENT REMOTELY DURING THE MEETING

a. Follow Zoom details listed above.
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

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

CONSIDERATION OF TELECONFERENCE PARTICIPATION PURSUANT TO ASSEMBLY BILL 2449.

B. PUBLIC COMMENTS ON CLOSED SESSION ITEMS
At this time, a person may address the legislative body only on matters appearing on the closed session agenda. The presiding officer shall limit public comments to three minutes.

C. CLOSED SESSION (5:30 PM)

1. CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION (Government Code section 54956.9(d)(1)).

Name of case: Aaron Starr v. City of Oxnard
Ventura County Superior Court, Case No. 56-2017-00494475-CUWM Legislative Body: City Council

D. OPENING CEREMONIES (6:00 PM)
Pledge of allegiance to the flag of the United States.

E. CEREMONIAL ITEMS

1. SUBJECT: Presentation of a Proclamation Designating December 1, 2024 as "World AIDS Day."

2. SUBJECT: Special Guest from the North Pole.

3. SUBJECT: Presentation of a Resolution Commending Rose Chaparro for Four Years of Public Service as the Oxnard City Clerk.

4. SUBJECT: Presentation of a Resolution Commending Arthur Valenzuela, Jr. for One Year and Eight Months of Dedicated Service as a Member of the Oxnard City Council Representing District

6. 5. SUBJECT: Presentation of a Resolution Commending Oscar Madrigal for Eight Years of Dedicated 2 OXNARD CITY COUNCIL OXNARD FINANCING AUTHORITY HOUSING AUTHORITY

OXNARD COMMUNITY DEVELOPMENT COMMISSION SUCCESSOR AGENCY December 3, 2024 PAGE 3

Public Service as a Member of the Oxnard City Council Representing District 3.

6. SUBJECT: Presentation of a Resolution Commending Bryan A. MacDonald for Sixteen Years of Dedicated Service as a Member of the Oxnard City Council Representing District 4.

7. SUBJECT: Presentation of a Resolution Commending John C. Zaragoza for Twenty-Eight Years of Dedicated Public Service to the City of Oxnard.

F. 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.

G. REPORT OF CITY MANAGER/EXECUTIVE DIRECTOR/SECRETARY

The City Manager/Executive Director/Secretary shall report on items of interest to the legislative body occurring since the last meeting. The legislative body cannot enter into detailed discussion or take action on any item presented during this report. Such items may only be referred to the City Manager/Executive Director/Secretary for administrative action or scheduled on a subsequent agenda for discussion.

1. City Manager Department
SUBJECT: Naming the Oxnard Transit Center the John C. Zaragoza Transit Center Oxnard.

RECOMMENDATION: That the City Council adopt a resolution naming the Oxnard Transit Center the John C. Zaragoza Transit Center Oxnard.

Please click the following link to view the Measure M pre-recorded presentation video:
https://youtu.be/2ZUhKIdCfJ0
Legislative Body: City Council
Contact: Alexander Nguyen, (805) 385-7430
H. CITY COUNCIL/HOUSING AUTHORITY/SUCCESSOR AGENCY/FINANCING AUTHORITY

BUSINESS/COMMITTEE REPORTS

At this time, a member of the legislative body may make a brief announcement, or make a brief report on his or her activities. Further, members of the legislative body may request to schedule consideration of whether to place an item on a future agenda. The legislative body cannot enter into detailed discussion or take action on any item presented during this report. The member's report shall not exceed three minutes, unless additional time is granted by the presiding officer.

I. REVIEW OF INFORMATION/CONSENT AGENDA
The members of the legislative body will consider whether to remove Information/Consent Agenda items for discussion later during the meeting.

J. PUBLIC COMMENTS ON INFORMATION/CONSENT AGENDA
At this time, a person may address the legislative body only on matters appearing on the information/consent agenda. The presiding officer shall limit public comments to three minutes.

3 OXNARD CITY COUNCIL OXNARD FINANCING AUTHORITY HOUSING AUTHORITY

OXNARD COMMUNITY DEVELOPMENT COMMISSION SUCCESSOR AGENCY December 3, 2024 PAGE 4

K. INFORMATION/CONSENT AGENDA

1. City Clerk Department
SUBJECT: Approval of Minutes.

RECOMMENDATION: That the City Council approve the minutes of October 29, 2024 regular meeting as presented.

Legislative Body: City Council
Contact: Rose Chaparro, (805) 385-7805

2. Community Development Department

SUBJECT: Approval of Site Lease Agreement with Coast Energy DevCo, LLC through the Clean Power Alliance (CPA) Power Ready Program for the installation of a solar photovoltaic and battery storage project at 214 South C Street.

RECOMMENDATION: That the City Council approve and authorize the City Manager or designee to enter into a Lease Agreement with Coast Energy DevCo, LLC (Coast Energy) for the installation of a solar photovoltaic and battery storage system at the Service Center on 214 South C Street.

(On June 8, 2021, the Community Services, Public Safety, Housing and Development Committee voted 3-0 to support the staff recommendation for the City to work with the CPA to determine the feasibility of installing solar rooftop photovoltaic and battery storage at the Service Center.) Legislative Body: City Council
Contact: Jeff Pengilley, (805) 385-8208

3. Public Works Department
SUBJECT: Public Project Agreement 32500283 with Chrisp Company for Refreshing School Crosswalks Project, Specification No. PW 25-35.

RECOMMENDATION: That the City Council approve and authorize the Mayor to Execute an Agreement with Chrisp Company in the amount of $216,454.20 and a Project contingency amount of $21,645 (10%) for a total not to exceed value of $238,099.20 for the Project.

(This item did not originate in Committee as this is an American Rescue Plan Act (ARPA) improvement project that was previously approved by the City Council.) Legislative Body: City Council
Contact: Michael Wolfe, (805) 385-8055

4. Public Works Department
SUBJECT: Purchase Order with Waxie’s Sanitary Supply, Inc. for $200,000 for the Purchase of Receptacle Waste and Recycling Bins.

RECOMMENDATION: That the City Council approve and authorize the Purchasing Agent to execute a Purchase Order with Waxie’s Sanitary Supply, Inc. dba Waxie Sanitary Supply for $200,000 through June 30, 2025, for the purchase of receptacle waste and recycling bins.

5. Public Works Department
SUBJECT: Professional Services Agreements 32500224 with Kimley-Horn and Associates, Inc., 4 OXNARD CITY COUNCIL OXNARD FINANCING AUTHORITY HOUSING AUTHORITY

OXNARD COMMUNITY DEVELOPMENT COMMISSION SUCCESSOR AGENCY December 3, 2024 PAGE 5

32500226 with Fehr & Peers and 32500223 with LSY Enterprise, Inc. for as-needed Traffic-Related and Planning Services.

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

1. An Agreement with Kimley-Horn and Associates, Inc. for an initial term of three years from December 4, 2024, to December 3, 2027, with the option for two consecutive one-year period extensions ending December 3, 2029, for a total not-to-exceed amount of $1,500,000 for as needed Traffic Signal Operations and Engineering Services Specification No. PW 25-18;

2. An Agreement with Fehr & Peers for an initial term of three years from December 4, 2024, to December 3, 2027, with the option for two consecutive one-year period extensions ending December 3, 2029, for a total not-to-exceed amount of $1,500,000 for as needed Transportation Planning and Grant Writing Services Specification No. PW 25-19; and

3. An Agreement with LSY Enterprise, Inc. for an initial term of three years from December 4, 2024, to December 3, 2027, with the option for two consecutive one-year period extensions ending December 3, 2029, for a total not-to-exceed amount of $1,500,000 for as needed General Traffic Engineering Services Specification No. PW 25-20.

(Public Works and Transportation Committee approved 3-0 on November 12, 2024.) Legislative Body: City Council
Contact: Michael Wolfe, (805) 385-8055

6. Public Works Department
SUBJECT: Agreement 32500218 with Garcia’s Landscaping Maintenance, Inc. for On-Call Landscape Systems Maintenance and Minor Repair Services, Specification No. 25-10.

RECOMMENDATION: That the City Council approve and authorize an Agreement with Garcia’s Landscaping Maintenance, Inc. for an initial term of three years from December 4, 2024, to December 3, 2027, with the option for two consecutive one-year period extensions ending December 3, 2029, for a total not-to-exceed amount of $3,000,000 for citywide On-Call Landscape Systems Maintenance and Minor Repair Services.

(Public Works and Transportation Committee approved 3-0 on November 12, 2024.) Legislative Body: City Council
Contact: Michael Wolfe, (805) 385-8055

7. Public Works Department
SUBJECT: Receipt and Filing of Special Tax and Bond Accountability Act Report (SB 165) for Fiscal Year 2023-24.

RECOMMENDATION: Staff recommends the City Council receive and file the Special Tax and Accountability Act Report for the Fiscal Year Ending June 30, 2024.

(This item did not originate in Committee.)
Legislative Body: City Council
Contact: Michael Wolfe, (805) 385-8055

8. Housing Department
SUBJECT: Third Amendment to Agreement 9292-01-HO for Security Services.

RECOMMENDATION: That the Board of Commissioners of the Housing Authority of the City of Oxnard approve and authorize the Executive Director to execute a Third Amendment to Agreement 5 OXNARD CITY COUNCIL OXNARD FINANCING AUTHORITY HOUSING AUTHORITY

OXNARD COMMUNITY DEVELOPMENT COMMISSION SUCCESSOR AGENCY December 3, 2024 PAGE 6

9292-21-HO with Alltech Industries, Inc. in the amount of $105,963.12 for a total agreement value of $408,612.24 using funds from the Low Rent Public Housing Operating Funds budget and Housing Choice Voucher Administrative Fees budget.

(This item did not originate in Committee because it is a continuation of an item previously approved by the Board of Commissioners.)
Legislative Body: Oxnard Housing Authority
Contact: Emilio Ramirez, (805) 385-8094

9. Police Department
SUBJECT: Third Amendment to Agreement No. 9722-22-FN for Police Department Car Wash Services - New Image 2000.

RECOMMENDATION: That the City Council approve and authorize the Mayor to execute a Third Amendment to Agreement 9722-22-FN with New Image 2000 car wash services for the Oxnard Police Department, and approve a $12,500 increase to the Agreement's not to exceed amount for a total agreement value of $212,000.

(This item did not originate in Committee)
Legislative Body: City Council
Contact: Jason Benites, (805) 385-7624

10. Finance Department
SUBJECT: Monthly Investment Report as of October 31, 2024.

RECOMMENDATION: This is an information item for the City Council to receive and file.

(This item did not originate in committee.)
Legislative Body: City Council
Contact: Javier Chagoyen-Lazaro, (805) 200-5400

11. City Clerk Department
SUBJECT: Conflict of Interest Code Amendment.

RECOMMENDATION: That the City Council adopt a resolution repealing all previous Conflict of Interest Code resolutions and adopting an amended Conflict of Interest Code pursuant to the Political Reform Act to update the list of designated positions filing Statements of Economic Interests (“Form 700”).

(This item did not originate in committee.)
Legislative Body: City Council
Contact: Rose Chaparro, (805) 385-7805

12. Finance Department
SUBJECT: AB1600 Annual Report for Development Impact and In-Lieu Fees for the fiscal year ending June 30, 2024.

RECOMMENDATION: That the City Council receive and file the AB1600 Annual and Five-Year Report for Development Impact and In-Lieu Fees for the fiscal year and five years ending June 30, 2024.

(Finance and Governance Committee approve 3-0 on November 12, 2024) Legislative Body: City Council
6 OXNARD CITY COUNCIL OXNARD FINANCING AUTHORITY HOUSING AUTHORITY

OXNARD COMMUNITY DEVELOPMENT COMMISSION SUCCESSOR AGENCY December 3, 2024 PAGE 7

Contact: Javier Chagoyen-Lazaro, (805) 200-5400
L. REPORTS

1. Public Works Department
SUBJECT: Additional Project Contingency and Budget Appropriation Transfer for the Aquifer Storage and Recovery Completion Project PW 20-08. (10 minutes)

RECOMMENDATION: That the City Council approve and authorize:

1. An additional project contingency in the amount of $1,000,000 to Agreement A-8261 with Spiess Construction Company, Inc. for a new not-to-exceed contract value of $5,583,700 and extend the completion date to February 1, 2026, for the Recycled Water: Aquifer Storage and Recovery Completion Project (C2021); and

2. The City Manager to approve a budget appropriation transfer in the amount of $1,402,349 from Recycled Water Backbone Hueneme Phase 2 (C1001) Water Bond Fund (609) to the Recycled Water: Aquifer Storage and Recovery (ASR) Completion Project (C2021) and corresponding transfers from the Water Capital Fund (602).

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

Please click the following link to view the required Measure M pre-recorded presentation video:
https://youtu.be/FKwaFAr9Fts
Legislative Body: City Council
Contact: Michael Wolfe, (805) 385-8055

2. Public Works Department
SUBJECT: Update on Mobile Car Washing Regulations and Enforcement. (10 minutes)

RECOMMENDATION: That the City Council receive and file an update on mobile car washing regulations and enforcement.

(Public Works and Transportation Committee approved 3-0 on October 22, 2024 to forward the item to the Council to receive and file.)

Please click the following link to view the required Measure M pre-recorded presentation video:
https://youtu.be/iNIKiMyO40E
Legislative Body: City Council
Contact: Michael Wolfe, Jeff Pengilley, (805) 385-8055, (805) 385-8208

3. Community Development Department
SUBJECT: Update to the City of Oxnard, California Environmental Quality Act (CEQA) Threshold Guidelines. (10 minutes)

RECOMMENDATION: That the City Council adopt a resolution repealing Resolution No.15,040 and adopt a resolution approving updated CEQA Threshold Guidelines (herein referred to as 2024 CEQA Threshold Guidelines) and finding that the 2024 CEQA Threshold Guidelines are exempt from CEQA under Guidelines Section 15061(b)(3).

(This item did not originate in Committee.)
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OXNARD COMMUNITY DEVELOPMENT COMMISSION SUCCESSOR AGENCY December 3, 2024 PAGE 8

Please click the following link to view the required Measure M pre-recorded presentation video:
https://youtu.be/wQS4OXZbQVA
Legislative Body: City Council
Contact: Jeff Pengilley, (805) 385-8208

4. Police Department
SUBJECT: Brinc Drone Agreement. (10 minutes)

RECOMMENDATION: That the City Council:

1) Receive an update report from the Police Department on the topics of drone uses in public safety, and a Drone First Responder (“DFR”) program; and
2) Approve and authorize the Mayor to enter into a five-year agreement (A-8564) with BRINC Drones (“BRINC”) in an amount not to exceed $2,009,515.00 to provide the Police Department with equipment, technology, and support to establish and operate a Drone First Responder program, and
3) Authorize the Police Department to acquire and use drones provided under the agreement with BRINC, and
4) Approve grant revenue recognition and appropriation of $363,717 from the State Supplemental Law Enforcement Services Fund (SLESF) to the State and Local Grant Fund (210) for Citizens Option for Public Safety (COPS) Program, and the corresponding Capital Outlay Fund (301) transfer in revenue/appropriation in the same amount, for the agreement with BRINC Drones.

Please click the following link to view the required Measure M pre-recorded presentation video:
https://youtu.be/GUbg_zN9YOo
Legislative Body: City Council
Contact: Jason Benites, (805) 385-7624

5. Housing Department

SUBJECT: Remittance to the City of Oxnard’s Community Development Block Grant (CDBG) Line of Credit with the United States Department of Housing and Urban Development for Ineligible Program Costs (10 minutes).

RECOMMENDATION: That the City Council:

1. Authorize the City Manager to remit up to $369,083.93 to the City of Oxnard’s Community Development Block Grant Line of Credit with the United States Department of Housing and Urban Development for ineligible program costs to comply with the 2021 monitoring review requirements;

2. Authorize the City Manager, or designee, to appropriate up to $369,083.93 from the City’s General Fund (101) available fund balance; and

3. Authorize the Finance Department to complete a cash transfer to the United States Treasury to return funds to the City of Oxnard’s Line of Credit with the United States Department of Housing and Urban Development.
(This item did not originate in Committee. This item was previously presented to City Council on July 5, 2022.)

Please click the following link to view the required Measure M pre-recorded presentation video:
https://youtu.be/IwYZCGalt9w
8 OXNARD CITY COUNCIL OXNARD FINANCING AUTHORITY HOUSING AUTHORITY

OXNARD COMMUNITY DEVELOPMENT COMMISSION SUCCESSOR AGENCY December 3, 2024 PAGE 9

Legislative Body: City Council
Contact: Emilio Ramirez, (805) 385-8094
M. ADJOURNMENT

9 CITY COUNCIL OF THE CITY OF OXNARD
RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

OXNARD COMMENDING ROSE CHAPARRO FOR FOUR YEARS OF

DEDICATED PUBLIC SERVICE AS THE OXNARD CITY CLERK
WHEREAS, Rose Chaparro was elected as City Clerk in 2020; and

WHEREAS, Rose Chaparro has served the City with dedication, diligence and skill in her position as City Clerk for the past four years; and WHEREAS, as Clerk, she was responsible for the preparation of minutes and agendas, conflict of interest statements and campaign statement review; and WHEREAS, she served as the City’s Elections Official in the 2022 and 2024 municipal elections and the March 7, 2023 special election in District 6.

NOW, THEREFORE, the City Council of the City of Oxnard does hereby resolve to commend, recognize and extend its gratitude to Rose Chaparro for four years of dedicated public service and extends best wishes to her in all future endeavors.

PASSED AND ADOPTED this 3rd day of December, 2024 by the following vote:

AYES:

NOES:

ABSENT:
______________________________
John C. Zaragoza, Mayor
ATTEST: APPROVED AS TO FORM:
_____________________________ _____________________________ Dee Lai, Assistant City Clerk Stephen M. Fischer, City Attorney 10 CITY COUNCIL OF THE CITY OF OXNARD
RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
OXNARD COMMENDING ARTHUR VALENZUELA, JR. FOR

ONE YEAR AND EIGHT MONTHS OF DEDICATED PUBLIC

SERVICE AS A MEMBER OF THE OXNARD CITY COUNCIL
REPRESENTING DISTRICT 6
WHEREAS, Arthur Valenzuela, Jr. has faithfully served the residents and businesses of the Oxnard community as a Councilmember on the City Council representing District 6 since he was elected on April 4, 2023; and

WHEREAS, Arthur Valenzuela, Jr. has distinguished himself as a valued leader who consistently brought a high level of dedication and commitment to his office, and who has worked many long hours on behalf of the residents of Oxnard; and WHEREAS, Arthur Valenzuela, Jr. has been active in local government and helped bring to fruition numerous projects and has contributed greatly to the City as a member of the Oxnard Housing Authority; and
WHEREAS, Arthur Valenzuela, Jr. has been instrumental in advancing social justice, restoration of Ormond Beach and environmental sustainability in our City; and WHEREAS, Arthur Valenzuela, Jr. was an advocate for resident engagement and involvement in community programs.

NOW, THEREFORE, the City Council of the City of Oxnard does hereby resolve to commend, recognize and extend its gratitude to Arthur Valenzuela, Jr. for one year and eight months of dedicated public service and for his significant leadership as a member of the City Council representing District 6 in enriching the Oxnard community for the betterment of present and future generations.

PASSED AND ADOPTED this 3rd day of December, 2024 by the following vote:

AYES:

NOES:

ABSENT:
______________________________
John C. Zaragoza, Mayor
ATTEST: APPROVED AS TO FORM:
_____________________________ _____________________________ Rose Chaparro, City Clerk Stephen M. Fischer, City Attorney 11 CITY COUNCIL OF THE CITY OF OXNARD
RESOLUTION NO.

THE CITY COUNCIL OF THE CITY OF OXNARD

COMMENDING OSCAR MADRIGAL FOR EIGHT YEARS OF

DEDICATED PUBLIC SERVICE AS A MEMBER OF THE
OXNARD CITY COUNCIL REPRESENTING DISTRICT 3
WHEREAS, Oscar Madrigal has faithfully served the residents and businesses of the Oxnard community as a Councilmember on the City Council representing District 3 since he was elected in 2016; and

WHEREAS, Oscar Madrigal has distinguished himself as a valued leader who consistently brought a high level of dedication and commitment to his office, and who has worked many long hours on behalf of the residents of Oxnard; and WHEREAS, Oscar Madrigal has been active in local government and has contributed greatly to the City as a member of the Oxnard Housing Authority, and numerous boards, commissions and committees including: Beach Erosion Authority for Control of Operation & Nourishment – (Alternate); Carnegie Art Museum Cornerstones Board of Directors; Oxnard Downtown Management District; Downtown Improvement Task Force; Homeless Plan Working Group; Ventura Council of Governments – (Alternate); and Ventura County Animal Regulation Commission – (Alternate); and
WHEREAS, Oscar Madrigal spearheaded to fruition numerous projects: Cast Iron Pipe Replacement Project in Colonia; the Green Alleys Project; Colonia Neighborhood Paving Phase II; Neighborhood Paving; Del Sol Park Restroom; Olympic quality Skatepark at Colonia; Boxing Gym roof rehab; Colonia Pool Repair; Boxing Gym (interior) rehab; Del Sol Park playground replacement; and Romona School Pedestrian Enhancements; and WHEREAS, Oscar Madrigal was an advocate for resident engagement and involvement in community programs and youth empowerment.

NOW, THEREFORE, the City Council of the City of Oxnard does hereby resolve to commend, recognize and extend its gratitude to Oscar Madrigal for eight years of dedicated public service and for his significant leadership as a member of the City Council representing District 3 in enriching the Oxnard community for the betterment of present and future generations.

PASSED AND ADOPTED this 3rd day of December, 2024 by the following vote:

AYES:

NOES:

ABSENT:
______________________________
John C. Zaragoza, Mayor
ATTEST: APPROVED AS TO FORM:
_____________________________ _____________________________ Rose Chaparro, City Clerk Stephen M. Fischer, City Attorney 12 CITY COUNCIL OF THE CITY OF OXNARD
RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF OXNARD
COMMENDING BRYAN A. MACDONALD FOR SIXTEEN YEARS OF DEDICATED

SERVICE AS A MEMBER OF THE OXNARD CITY COUNCIL REPRESENTING DISTRICT 4
WHEREAS, Bryan A. MacDonald has faithfully served the residents and businesses in the City of Oxnard for sixteen years as a Councilmember and Mayor Pro Tem on the Oxnard City Council; and
WHEREAS, Bryan A. MacDonald has shown dedication to public safety in the City of Oxnard as a member of the Oxnard Police Department for thirty years before retiring with the rank of Assistant Chief of Police; and
WHEREAS, Bryan A. MacDonald has a long history of community involvement including, active participation in the American Cancer Society Gold Coast Community Council as a prior Chairperson, the Elite Theatre Company as the Board President, the Knights of Columbus, Council 750 as a member, the Alcohol and Drug Advisory Board for the County of Ventura Behavioral Health Department as a Vice-Chair and the Oxnard Salsa Festival Committee as a member; and
WHEREAS, Bryan A. MacDonald has contributed to the development of officers through the Ventura College Reserve Academy both as the Officer in Charge and an instructor since 1987, and he continues to impart his professional experience in public safety and Criminology as an Adjunct Professor of Criminal Justice at Ventura College; and WHEREAS, Bryan A. MacDonald has been active in local government and helped bring to fruition numerous projects and has contributed greatly to the City as a member of the Oxnard Housing Authority, and numerous boards, commissions and committees including: LOSSAN - Amtrak Pacific Surfliner; Ventura County Transportation Commission; Central Coast Rail Coordinating Council; Gold Coast Transit District; Association of Water Agencies Ventura County; Economic Development Collaborative; Oxnard Convention and Visitors Bureau; member of the National Latino Peace Officers Association Ventura County; Southern California Edison Government Advisory Panel; and formerly a representative of Southern California Association of Governments; Downtown Oxnard Management District and Regional Defense Partnership for the 21st Century; and
WHEREAS, Bryan A. MacDonald has demonstrated a commitment to public service and has worked tirelessly on behalf of the residents of Oxnard. 13 Resolution No.

Page 2 ends

NOW, THEREFORE, the City Council of the City of Oxnard hereby resolves to commend, recognize, and extend its gratitude to Bryan A. MacDonald for sixteen years of dedicated public service and his significant leadership role in enriching the Oxnard community for the betterment of present and future generations.

PASSED AND ADOPTED THIS ______ day of _________________, 2024, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

John C. Zaragoza, Mayor
ATTEST:

Rose Chaparro, City Clerk
APPROVED AS TO FORM:

Stephen M. Fischer, City Attorney
14 CITY COUNCIL OF THE CITY OF OXNARD
RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF OXNARD
COMMENDING JOHN C. ZARAGOZA FOR TWENTY-EIGHT YEARS OF

DEDICATED PUBLIC SERVICE TO THE CITY OF OXNARD
WHEREAS, John C. Zaragoza has faithfully served the residents and businesses of the Oxnard community for twenty-eight years as a Councilmember, Mayor Pro Tem, and Mayor on the Oxnard City Council, and a Supervisor on the Ventura County Board of Supervisors; and WHEREAS, John C. Zaragoza has distinguished himself as a valued leader who consistently brought a high level of empathy, enthusiasm, and a commitment to excellence to his office; and
WHEREAS, John C. Zaragoza has contributed greatly to the City as a member of the Oxnard Housing Authority, Community Development Commission, and numerous boards, commissions and committees including Las Cortes, Inc. non-profit housing corporation, Neighborhood Conservation Task Force, Ormond Beach Property Oversight Ad Hoc Committee, Oxnard Airport Authority, Oxnard Convention and Visitors Bureau, liaison to the Association of Water Agencies for Ventura County, Beach Erosion Authority for Clean Oceans and Nourishment, Joint Oxnard/Ventura Cooperative Committee, Point Mugu Regional Airport Authority, Regional Defense Partnership for the 21 st Century, Ventura County Animal Regulation Commission, Local Agency Formation Commission, the Air Pollution Control Board, and the Ventura Regional Sanitation District; and WHEREAS, John C. Zaragoza has been instrumental in advancing social justice, responsible economic growth, and environmental sustainability in our City; and WHEREAS, John C. Zaragoza has helped bring to fruition numerous projects for the betterment of our community, including the Nyeland Acres Center, the Farmworker Resource Program, the South Oxnard Library, the Anti-Graffiti Program, the Police Activities League program, the recreational component for after-school programs, significant affordable housing projects, the Del Norte Regional Transfer Station, the Esplanade Power Center, the Dallas Cowboys spring training program, and the preservation of the Ormond Beach Wetlands area; and WHEREAS, John C. Zaragoza has led efforts to prevent the closure of McGrath State Beach; and
WHEREAS, John C. Zaragoza was born in Ventura County and is an Oxnard businessman who has participated in numerous local organizations contributing to the betterment of our community, including the Oxnard Chamber of Commerce, Hispanic Chamber of Commerce of Ventura County, Oxnard Kiwanis, Oxnard Board of Realtors, and Sunset Little League Board. 15 NOW, THEREFORE, the City Council of the City of Oxnard hereby resolves to commend, recognize, and extend its gratitude to John C. Zaragoza for twenty-eight years of dedicated public service and his significant leadership role in enriching the Oxnard community for the betterment of present and future generations.

PASSED AND ADOPTED THIS ______ day of _________________, 2024, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

Bryan MacDonald, Mayor Pro Tem
ATTEST:

Rose Chaparro, City Clerk
APPROVED AS TO FORM:

Stephen M. Fischer, City Attorney
16 CITY COUNCIL AGENDA REPORT

REPORT OF CITY MANAGER/EXECUTIVE

DIRECTOR/SECRETARY
AGENDA ITEM NO. G.1

DATE: December 3, 2024

TO: City Council

FROM: Alexander Nguyen, City Manager, (805) 385-7430, [email protected]

SUBJECT: Naming the Oxnard Transit Center the John C. Zaragoza Transit Center Oxnard.

RECOMMENDATION

That the City Council adopt a resolution naming the Oxnard Transit Center the John C. Zaragoza Transit Center Oxnard.

Please click the following link to view the Measure M pre-recorded presentation video: https://youtu.be/2ZUhKIdCfJ0

BACKGROUND

Mayor John C. Zaragoza has been an active public servant in Oxnard for 62 years. He is an Oxnard native -- born, raised, and schooled in Oxnard. He started out as a bus driver for the City in 1962 and promoted throughout the next three decades until his retirement in 1993 as the City’s Refuse Department Superintendent. Zaragoza then transitioned to serving the public for another three decades as an elected official – winning election to the Oxnard City Council, the Ventura County Board of Supervisors, and finally, as Oxnard’s Mayor.

Mayor Zaragoza’s long career of public service and achievement is rare. Given that his career began as a public bus driver, that he was a strong advocate for public transit during his 12 years on the Board of Supervisors, and that Zaragoza is an Oxnard native, it is highly appropriate to name the transit center in downtown Oxnard after the Mayor.

The John C. Zaragoza Transit Center Oxnard is fitting, appropriate, and very well deserved. 17 STRATEGIC PRIORITIES

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

FINANCIAL IMPACT

There is no immediate financial impact. Staff will determine the cost of installing the new signage and, if it will cost more than $200,000, return to City Council for the required appropriation.

COMMITTEE OUTCOME

This item did not originate in Committee.

Prepared by: Alexander Nguyen, City Manager

ATTACHMENTS

1. Resolution 12,991

2. Resolution John C. Zaragoza Transit Center Oxnard

3. Presentation

18 19
20 CITY COUNCIL OF THE CITY OF OXNARD
RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
OXNARD RENAMING “OXNARD TRANSIT CENTER” TO
“JOHN C. ZARAGOZA TRANSIT CENTER OXNARD”
WHEREAS, City Council Resolution No. 12, 991 establishes procedures for naming city parks and other public facilities; and

WHEREAS, Mayor John C. Zaragoza has been an active public servant in Oxnard for 62 years; and
WHEREAS, he is an Oxnard native; and
WHEREAS, he was born, raised and schooled in Oxnard; and WHEREAS, he started out as a bus driver for the City in 1962 and was promoted throughout the next three decades until his retirement in 1993 as the City’s Refuse Superintendent; and
WHEREAS, he transitioned to serve the public for another three decades as an elected official – winning election to the Oxnard City Council, the Ventura County Board of Supervisors, and finally, as Oxnard’s Mayor; and

WHEREAS, Mayor Zaragoza has been a strong advocate for public transit during his 12 years on the Board of Supervisors; and
WHEREAS, he continues to be strong supporter and advocate for public transit; and NOW, THEREFORE, the City Council of the City of Oxnard hereby resolves:

1. “Oxnard Transit Center,” located at 201 East Fourth Street, shall be re-named “John C. Zaragoza Transit Center Oxnard.”
PASSED AND ADOPTED this 3rd day of December, 2024 by the following vote:

AYES:

NOES:

ABSENT:
______________________________
Bryan MacDonald, Mayor Pro Tem
ATTEST: APPROVED AS TO FORM:
_____________________________ _____________________________ Rose Chaparro, City Clerk Stephen M. Fischer, City Attorney 21 Proposal/resolution to name our transit center the
John C. Zaragoza
Transit Center Oxnard
City Council - December 03, 2024
22 CITY COUNCIL AGENDA REPORT

INFORMATION/CONSENT AGENDA
AGENDA ITEM NO. K.1

DATE: December 3, 2024

TO: City Council

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

SUBJECT: Approval of Minutes.

RECOMMENDATION

That the City Council approve the minutes of October 29, 2024 regular meeting as presented.

BACKGROUND

Approval of Minutes.

STRATEGIC PRIORITIES

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

FINANCIAL IMPACT

There is no financial impact.

COMMITTEE OUTCOME

This item did not originate in Committee.

Prepared by: Rose Chaparro, City Clerk

ATTACHMENTS

1. MINUTES 10 29 2024 CC Regular Meeting

23 MINUTES

OXNARD CITY COUNCIL

OXNARD COMMUNITY DEVELOPMENT COMMISSION SUCCESSOR AGENCY

OXNARD FINANCING AUTHORITY

OXNARD HOUSING AUTHORITY
October 29, 2024

A. ROLL CALL, POSTING OF AGENDA
At 4:31 p.m., Mayor John C. Zaragoza called to order the regular meeting of the Oxnard City Council in the City Hall Council Chambers at 305 W. Third Street, Oxnard, California. The City Clerk called the roll and announced the posting of the ag enda. Councilmembers Oscar Madrigal, Bert E. Perello, Gabriel (Gabe) Teran, Arthur Valenzuela, Mayor Pro Tem Bryan A.

MacDonald, and Mayor John C. Zaragoza were present in person. Councilmember Basua was absent.

Councilmember Madrigal arrived late and joined the meeting at 7:00 p.m.

THE FOLLOWING LEGISLATIVE BODIES ARE MEETING: City Council.

CONSIDERATION OF TELECONFERENCE PARTICIPATION PURSUANT TO ASSEMBLY BILL 2449.

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

C. CLOSED SESSION (4:30 PM)

1. CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION (Government Code section 54956.9(d)(1)).

Name of case: City of Oxnard v. Fox Canyon Groundwater Management Agency Ventura County Superior Court, Case No. 201900536759CUMC Legislative Body: City Council

2. CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION (Government Code section 54956.9(d)(1)).

Name of case: People of the State of California v. Rastegar Ventura County Superior Court, Case No. 201900536729CUMC Legislative Body: City Council

At 4:3 3 p.m., the City Council recessed to a closed session. At 5: 14 p .m., the City Council reconvened in open session in the Council Chambers. The City Attorney announced that items C.1 and C.2 were reviewed and made the following statement: “ By an affirmative vote of all the Councilmembers present (Councilmember Madrigal and Councilmember Basua were absent), the City Council has given its legal counsel approval to seek appellate review or relief in City of Oxnard v. Fox Canyon Groundwater Management Agency, regarding the partial denial of the City’s motion to compel compliance with the trial court’s order on writ of mandate concerning the GMA’s groundwater allocation ordinance."
24 OCTOBER 29, 2024 OXNARD CITY COUNCIL PAGE 2

D. APPOINTMENT ITEMS (5:00 PM)

1. City Manager Department
SUBJECT: Oxnard Convention & Visitors Bureau (OCVB) Annual Report.

RECOMMENDATION: That the City Council receive the OCVB Fiscal Year 23-24 Annual Report.

(Live presentation by Oxnard Convention & Visitors Bureau Vice President of Marketing & Communications, Brittney Hendricks.)

Julie Buffo, President and CEO ; Brittney Hendricks, Vice President of Marketing and Communications; and Daniel Cabrera , Digital & Multicultural Marketing Manager at Visit Oxnard presented and provided an annual report. Public comments were received from Pat Brown. The presentation was received and filed; no formal action was taken.

2. City Manager Department
SUBJECT: Presentation by Community Action of Ventura County (CAVC).

RECOMMENDATION: That the City Council receive an update on CAVC services and including the Low Income Household Water Assistance Program (LIHWAP).

Susana Lopez-Garcia, Executive Director at Community Action of Ventura County presented and provided an update about the community market, food hub, and community workshops. She also spoke about the partnerships with Chase Bank, Food Share, and VCCU. Public comments were received from Pat Brown. The presentation was received and filed; no formal action was taken.

E. OPENING CEREMONIES (6:00 PM)
The flag salute was followed by a moment of silence.

F. CEREMONIAL ITEMS

1. Presentation of a Proclamation Designating November 11, 2024 as "Veterans Day."

Mayor Zaragoza read the proclamation and presented it to Sal Gonzalez and other members of the Ventura DAV (Disabled American Veterans) . They accepted the proclamation on behalf of the organization in honor of Veteran’s Day.

2. Presentation by Oxnard-Ocotlan Sister Cities Committee of Visitation.

Mayor Zaragoza read the proclamation and presented it to Debra Cordes , Priscilla Herrera, Andres and Margaret Herrera, Melissa Garcia, Carol and Bruce Flores -Beck, and Dorina Padilla; members of the Oxnard -Ocotlan Sister Cities Committee came to the dais to accept the proclamation. The Oxnard -Ocotlan Sister City is active and always welcoming new members.
25 OCTOBER 29, 2024 OXNARD CITY COUNCIL PAGE 3

G. PUBLIC COMMENTS ON ITEMS NOT ON THE AGENDA

Public comments were received from Alfred Flores (Wastewater Operator Wages), Steve Nash (election), and Alfred Zepeda (Wastewater Operator Wages).

H. REPORT OF CITY MANAGER/EXECUTIVE DIRECTOR/SECRETARY

City Manager Nguyen provided the following community updates: El Día De Los Muertos will be held at the Carnegie Art Museum on November 1-3, and at the Main Library Branch on November 2; Free Del Norte Drop-off Days for unwanted items at the Del Norte Regional Recycling & Transfer Station on November 2; and Election Day on Tuesday, November 5, for ballot box information call 805-654-2664.

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

AUTHORITY BUSINESS/COMMITTEE REPORTS

The members of the Council provided brief announcements regarding their various activities.

J. REVIEW OF INFORMATION/CONSENT AGENDA

Items L-1 through L-9 were reviewed and discussed among the Council and staff.

K. PUBLIC COMMENTS ON INFORMATION/CONSENT AGENDA (None received.)

L. INFORMATION/CONSENT AGENDA

1. City Clerk Department
SUBJECT: Approval of Minutes.

RECOMMENDATION: That the City Council approve the minutes of October 1, 2024, regular meeting as presented.

2. Finance Department
SUBJECT: Monthly Investment Report as of September 30, 2024.

RECOMMENDATION: This is an information item for the City Council to receive and file.

3. City Manager Department
SUBJECT: Public Project Agreement 32500211 with Square Signs, LLC for the Gateway Monument Project, Specification No. CM 24-05.

RECOMMENDATION: That the City Council approve and authorize:
26 OCTOBER 29, 2024 OXNARD CITY COUNCIL PAGE 4

1. A total of $315,720.15 in Project funds for the Gateway Monument Project, Specification No. CM 24-05;

2. The Mayor to execute an Agreement with Square Signs, LLC in the amount of $263,100.15 for the Project;

3. A Project contingency amount of $26,310 (10%) with Square Signs, LLC for a total not to exceed value of $289,410.15 for the Project;

4. A Project allocation amount of $26,310 for engineering, inspection, survey and project management for the project; and

5. A budget appropriation, and corresponding transfer in revenue, in the Capital Outlay Fund (301), in the total amount of $315,720.15, funded from existing General Fund (101) FY2024-25 appropriation.

This item did not originate in Committee as this is one of the four gateway monument signs approved by City Council in June 2023.

4. City Manager Department
SUBJECT: Public Project Agreement 32500212 with Square Signs, LLC for the Citywide Wayfinding Sign Program Specification No. CM 24-132.

RECOMMENDATION: That the City Council approve and authorize:

1. A total of $608,169.13 in Project funds for the Citywide Wayfinding Sign Program Project Specification No. CM 24-132;

2. The Mayor to Execute an Agreement with Square Signs, LLC in the amount of $506,807.61 for the Project;

3. A Project contingency amount of $50,680.76 (10%) with Square Signs, LLC for a total not to exceed value of $557,488.37 for the Project; and

4. A Project allocation amount of $50,680.76 for engineering, inspection, survey and project management for the Project.

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

5. Public Works Department

SUBJECT: Agreement 32500151 with Filippin Engineering, Inc. for Construction Management Services for Ventura Road and Rice Avenue Sewer Main Replacement Project, Specification No. PW 23-119.

RECOMMENDATION: That the City Council approve and authorize the Mayor to execute an Agreement with Filippin Engineering, Inc. in the amount of $415,947.64 with a term from November 1, 2024, to June 30, 2026, for construction management services for Ventura Road and Rice Avenue Sewer Main Replacement Project, Specification No. PW 23-119.

(This item did not originate in Committee as this is a capital improvement project specifically listed in the Capital Improvement Program budget, which was previously 27 OCTOBER 29, 2024 OXNARD CITY COUNCIL PAGE 5

approved by the City Council.)

6. Public Works Department
SUBJECT: Annual Purchase Orders with Badger Meters, Inc. for Advanced Metering Infrastructure (AMI) Capable Water Meters.

RECOMMENDATION: That the City Council approve and authorize the Purchasing Agent to execute annual purchase orders with Badger Meter, Inc. for a total amount not to exceed value of $975,000 through June 30, 2029, for the supply of Advanced Metering Infrastructure (AMI) Capable Water Meters.

(Public Works and Transportation Committee approved 3-0 on October 8, 2024.)

7. Public Works Department
SUBJECT: Amend Department-Wide Blanket Purchase Orders for a Not to Exceed (NTE) Amount Greater than $200,000 Each.

RECOMMENDATION: That the City Council approve and authorize the Purchasing Agent to amend purchase orders, consistent with the City’s purchasing requirements, with the following vendors:

1. Allstar Fire Equipment Co. for an additional $150,000 for a new not to exceed amount of $350,000 through June 30, 2025;

2. Amazon.com Services LLC for an additional $150,000 for a new not to exceed amount of $350,000 through June 30, 2025;

3. Applied Industrial Technologies for an additional $100,000 for a new not to exceed amount of $300,000 through June 30, 2025;

4. Bauer Compressors, Inc. for an additional $250,000 for a new not to exceed amount of $450,000 through June 30, 2025;

5. Grainger, Inc. for an additional $250,000 for a new not to exceed amount of $450,000 through June 30, 2025;

6. Hach Company for an additional $135,000 for a new not to exceed amount of $285,000 through June 30, 2025;

7. Home Depot U.S.A., Inc. for an additional $200,000 for a new not to exceed amount of $400,000 through June 30, 2025;

8. L.N. Curtis & Sons for an additional $250,000 for a new not to exceed amount of $450,000 through June 30, 2025;

9. Lowes for an additional $250,000 for a new not to exceed amount of $450,000 through June 30, 2025;

10. O’Reilly for an additional $50,000 for a new not to exceed amount of $250,000 through June 30, 2025;

11. Office Depot, Inc. for an additional $100,000 for a new not to exceed amount of $300,000 through June 30, 2025;

12. Sunbelt Rentals, Inc. for an additional $125,000 for a new not to exceed amount of $325,000 through June 30, 2025;

13. Ventura County Auto Supply (NAPA) for an additional $100,000 for a new not to exceed amount of $300,000 through June 30, 2025; and
28 OCTOBER 29, 2024 OXNARD CITY COUNCIL PAGE 6

14. Waxie’s Sanitary Supply, Inc. dba Waxie Sanitary Supply for an additional $150,000 for a new not to exceed amount of $350,000 through June 30, 2025.

(Public Works and Transportation Committee approved 3-0 on October 8, 2024.)

8. Public Works Department
SUBJECT: Agreement 32500106 with UniFirst Corporation for Uniform Rental and Laundry Services for Public Works.

RECOMMENDATION: That the City Council approve and authorize the Mayor to execute an Agreement with UniFirst Corporation for an initial three-year term from November 1, 2024, to October 31, 2027, with the option for two consecutive one-year period extensions ending October 31, 2029, for a total amount not to exceed $1,090,000 for uniform rental and laundry services for various City Departments utilizing Sourcewell contract #011124-UFC.

(Public Works and Transportation Committee approved 3-0 on October 8, 2024.)

9. Housing Department
SUBJECT: MNS Engineers Inc. Labor and Environmental Compliance Agreement.

RECOMMENDATION: That the City Council approve and authorize the Mayor to execute Agreement Number 32500194 with MNS Engineers, Inc., with a term from October 30, 2024, to December 31, 2025, with a not to exceed amount of $343,739.00, for labor and environmental compliance services.

(This item did not originate in committee.)

It was moved by Councilmember Teran, seconded by Councilmember Valenzuela, to approve the Information/Consent items as presented. VOTE: MacDonald, Madrigal, Perello, Teran, Valenzuela, and Zaragoza voted in favor; motion passed 6-0. Councilmember Basua was absent.

M. REPORTS

1. Public Works Department

SUBJECT: Public Project Agreement 32500182 with Security Paving Company, Inc. for Rice Avenue/Fifth Street/State Route 34 Grade Separation Project, Specification No. PW 18-47.

RECOMMENDATION: That the City Council approve and authorize:

1. A total amount of $80,349,567.20 in Project funds for the Rice Avenue/Fifth Street/Route 34 Grade Separation Project, Specification No. PW 18-47; and

2. The Mayor to Execute an Agreement with Security Paving Company, Inc. in the amount of $76,523,397.20 and a Project contingency amount of $3,826,170 (5%) with Security Paving Company, Inc. for a total not to exceed value of $80,349,567.20 29 OCTOBER 29, 2024 OXNARD CITY COUNCIL PAGE 7

for the Project.

Michael Wolfe, Public Works Director introduced Assemblymember Jacqui Irwin and M artin Erickson, Public Transit Director at Ventura County Transportation Comm ission, presented and answered questions. No public comments were received. Discussion ensued among the Council and staff.

It was moved by Mayor Pro Tem MacDonald, seconded by Councilmember Perello, to approve the recommended action as presented. VOTE: MacDonald, Perello, Teran, Valenzuela, and Zaragoza voted in favor; motion passed 5-0. Councilmember Madrigal was absent during this vote. Councilmember Basua was absent.

2. Public Works Department

SUBJECT: Agreement 32500217 with MNS Engineers, Inc. for Construction Management Services for Rice Avenue/Fifth Street/State Route 34 Grade Separation Project, Specification No. PW 18-47.

RECOMMENDATION: That the City Council approve and authorize the Mayor to execute an Agreement with MNS Engineers, Inc. in the amount of $12,298,039.51 with a term from October 29, 2024, to October 29, 2029, for construction management services for Rice Avenue/Fifth Street/Route 34 Grade Separation Project, Specification No. PW 18-47.

Michael Wolfe, Public Works presented and was available to answer quest ions. No public comments were received. Discussion ensued among the Council and staff.

It was moved by Mayor Pro Tem MacDonald, seconded by Councilmember Perello , to approve the recommended action as presented. VOTE: MacDonald, Madrigal, Perello, Teran, Valenzuela, and Zaragoza voted in favor; motion passed 6-0. Councilmember Basua was absent.

3. Public Works Department

SUBJECT: Seventh Amendment to Agreement A-8094 with HDR, Inc. for Rice Avenue/Fifth Street/State Route 34 Grade Separation Project, Specification No.

PW 18-47.

RECOMMENDATION: That the City Council approve and authorize the Mayor to execute a Seventh Amendment with HDR, Inc. in the amount of $1,938,398.28, for 30 OCTOBER 29, 2024 OXNARD CITY COUNCIL PAGE 8

a new not to exceed contract value of $11,816,253.53 to perform engineering design support during construction for the Rice Avenue/Fifth Street/Route 34 Grade Separation Project, Specification No. PW 18-47.

Michael Wolfe, Public Works presented and was available to answer questions . No public comments were received. Discussion ensued among the Council and staff.

Council made a motion to approve the recommended action with an amendment due to a correction to a minor grammatical error.

It was moved by Councilmember Valenzuela, seconded by Mayor Pro Tem MacDonald , to approve the recommended action as amended . VOTE: MacDonald, Madrigal, Perello, Teran, Valenzuela, and Zaragoza voted in favor; motion passed 6-0. Councilmember Basua was absent.

4. Community Development Department

SUBJECT: Planning and Zoning Permit No. 24-600-02 (Pre-Application); Pre- Application Review of the Harrison Avenue Apartments Project, Located at 145-155 Harrison Avenue.

RECOMMENDATION: That the City Council review and provide preliminary comments on a pre-application for a General Plan Amendment, Zone Change, Special Use Permit, Density Bonus, and Lot Merger to allow for the construction of a 100-unit all-affordable apartment project.

Jeff Pengilley, Community Development Director and Joe Pearson II, AICP, Planning and Environmental Services Manager presented and were available to answer questions. Public comments were received from Brad Dickason. Council provided input to staff; no formal action was taken at this time.

5. Community Development Department
SUBJECT: Grant of Easement to Southern California Edison on a portion of city- owned property located at 1101 Viewpoint Drive.

RECOMMENDATION: That the City Council:

1. Find the project Exempt from environmental review pursuant to the California Environmental Quality Act (CEQA) Guidelines Section 15061(b)(3); and

2. Grant an easement to Southern California Edison (SCE), consistent with Exhibit A and Exhibit B, and for the purposes stated in such; and

3. Authorize the Mayor to sign the Grant of Easement.

31 OCTOBER 29, 2024 OXNARD CITY COUNCIL PAGE 9

Jeff Pengilley, Community Development Director and Joe Pearson II, AICP, Planning and Environmental Services Manager were available to answer questions . No public comments were received. Discussion ensued among the Council and staff.

It was moved by Councilmember Perello, seconded by Councilmember Madrigal, to approve the recommended action. VOTE: MacDonald, Madrigal, Perello, Teran, Valenzuela, and Zaragoza voted in favor; motion passed 6-0. Councilmember Basua was absent.

N. ADJOURNMENT
There being no further business on the agenda, and wit hout objection, Mayor Zaragoza adjourned the meeting at 7:44 p.m.

ROSE CHAPARRO JOHN C. ZARAGOZA
City Clerk Mayor

32 CITY COUNCIL AGENDA REPORT

INFORMATION/CONSENT AGENDA
AGENDA ITEM NO. K.2

DATE: December 3, 2024

TO: City Council

FROM: Jeff Pengilley, Community Development Director, (805) 385-8208, [email protected]

RECOMMENDATION

That the City Council approve and authorize the City Manager or designee to enter into a Lease Agreement with Coast Energy DevCo, LLC (Coast Energy) for the installation of a solar photovoltaic and battery storage system at the Service Center on 214 South C Street.

BACKGROUND

On June 30, 2022, the City Council authorized a Memorandum of Understanding (MOU-A-8479, see Attachment 1 and Attachment 2) with the Clean Power Alliance (CPA) that authorized the City’s no-cost participation in the CPA Power Ready Program which allowed solar photovoltaic (PV) and battery storage to be installed at the Service Center, 214 South C Street.

The Power Ready Program offers each CPA member agency the opportunity to host a PV and battery storage system at a critical facility in participating jurisdictions. The Service Center was evaluated and selected for the Power Ready Program primarily because it hosts critical City functions (Building and Safety, Billing and Licensing and the City’s Emergency Operations Center).

As a member agency and on behalf of the City and all participating member agencies (a total of 8 member agencies with a total of 11 projects), CPA has selected the energy developer/financier, Coast Energy, through a competitive solicitation and negotiated a 20-year term to fund, build, own, and operate the Power Ready PV and battery storage system at the Service Center. The contract term is typical for energy and battery storage facilities.

With the successful completion of the project, the City will implement one of the recommended programs illustrated in the Council approved Climate Action and Adaptation Plan (CAAP), development of solar projects on municipal buildings and facilities, and therefore advance the City towards its climate targets.

DISCUSSION

Since City Council authorization of the MOU, the City has worked with Coast Energy on the contract terms which is reflected in the site lease agreement (“Lease Agreement”) (see Attachment 3). The attached Lease Agreement identifies negotiated lease terms, including:
33 • The Lease will begin upon the first day of operation and remain for 20 years, plus a 90-day removal period. • With installation of the PV and battery storage system, the City will pay equal or less than the amount charged to the City annually under the rate structure that would otherwise have been in place if the City did not participate in this program.
• During or following the end of the contract term, the agreement includes a buyout provision whereby the City has the option to purchase the PV and/or battery storage system at market value, or at a price mutually agreed to by both Coast Energy and the City.
• At the end of the contract term, Coast Energy will remove the PV and battery storage system from the Service Center roof and parking lot and restore the roof and parking lot to its prior and pre-equipment installation condition.
• The PV and battery storage system will generate 175.5 kW of installed storage capacity for specific critical loads, providing a minimum of four hours of emergency power for the Service Center. • Coast Energy will be responsible for the maintenance of the PV and battery storage system, including ensuring for the life of the contract that all related equipment is kept in a safe, clean, and operational condition. • Construction will be conducted in a manner that will not unreasonably interfere with City’s operations and customer access to the Service Center, and Coast Energy will be responsible for obtaining all required permits at no cost to the City.
• At the City’s request, metrics illustrating greenhouse gas emissions avoided through implementation of the PV and battery storage system will be reported to the City by either CPA and/or Coast Energy.

City Council’s authorization of the Lease Agreement is the final step in the project’s planning phase, with construction scheduled to begin mid-2025.

STRATEGIC PRIORITIES

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

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

There is no financial impact to the City. There is no cost for the procurement, installation or maintenance of the equipment, and the energy rates paid annually will be equal to or less than the rate structure that would be in effect if the City did not participate in the CPA Power Ready Program.

COMMITTEE OUTCOME

Prepared by: Kathleen Mallory, Planning & Sustainability Manager, Ashley Barden, Sustainability Analyst

ATTACHMENTS

1. June 30, 2022 City Council Agenda Item_ CPA PowerReady Staff Report and MOU

2. City Manager executed MOU

3. Power Ready Lease Agreement

34 CITY COUNCIL AGENDA REPORT

INFORMATION/CONSENT AGENDA
AGENDA ITEM NO. I.4

DATE: June 30, 2022

TO: City Council

FROM: Vyto Adomaitis, Community Development Director, (805) 385-7882, [email protected]

SUBJECT: Memorandum of Understanding for the City to Participate in the Clean Power Alliance (CPA) Power Ready Program (Solar and Battery Backup).

RECOMMENDATION

That the City Council authorize the City Manager to enter into a Memorandum of Understanding (MOU) (A -8479) with the Clean Power Alliance (CPA) to participate in the CPA Power Ready Program for the City-owned building located at 214 South C Street (Service Center).
(Community Services, Public Safety, Housing and Development Committee authorized related actions 3-0 on June 8, 2021)

BACKGROUND

On June 8, 2021, the Community Services, Public Safety, Housing and Development Committee voted 3-0 to support the staff recommendation for the City to evaluate the participation in the Clean Power Alliance Power Ready Program for the installation of solar rooftop photovoltaic and battery storage at the Service Center (see Attachment A). The Service Center was selected and evaluated for the Power Ready Program, primarily because it hosts critical City functions (Building and Safety, Billing and Licensing and the City’s Emergency Operations Center).

The Power Ready Program offers CPA member agencies the opportunity to host a solar and battery storage system at a critical facility in their jurisdiction. Installation, maintenance, and operation of the system is at no cost to the City. The goal is for the CPA to install one project at each feasible member agency location. CPA is further making participation easy for the City by contracting with a developer/financier for a 20 year term to fund, build, own, and operate all of the CPA Power Ready Program sites as one aggregated portfolio of sites.

In exchange for hosting this energy storage system, the agency will re-generate solar savings, which CPA will use to pay for the Power Purchase Agreement (PPA) that CPA will enter into with the third party project developer. The City will simply continue to pay their monthly bill, but instead of paying for energy and demand costs, they will pay CPA for Solar and Storage Systems. With the program, bills will not be any higher than they would have been without the system, and could potentially even bring some savings to the City.

The benefits of the program are:
Back-up power system provides power during outages (including Public Safety Power shutoffs, natural disasters, rolling black outs);
No up-front cost to the City and no increase to annual energy bills for participating; Reduced harmful emissions associated with back-up diesel generators; The developer is responsible for all operations and maintenance; Enhanced grid resilience that helps to prevent grid emergencies; 45 35
Provides a clean, renewable, and reliable energy source as recommended in the City’s Draft Climate Action and Adaptation Plan (CAAP);
CPA may use the solar and battery combination to reduce peak energy demand and help prevent outages during grid emergencies;
Locally generated energy and battery storage can help keep rates stable and low for all of CPA’s customers; Member agency staff learn about hosting battery storage; and CPA will promote the City’s participation in this innovative program.

DISCUSSION
Execution of the MOU is the first step towards advancing the project. The MOU signifies the member agencies' intent to participate in the Power Ready program, which enables CPA to solicit bids through a Request for Offering (RFO) process for all sites together, making it possible for CPA to get the most cost effective bids from a developer.

After a developer is selected from the RFO process, the City will negotiate a site lease agreement (“Lease Agreement”) directly with the developer and CPA will negotiate a Power Purchase Agreement with the developer. Refined details on the solar and battery energy storage system will be developed through contractor bids from the RFO process. If the City is not able to reasonably negotiate a Lease Agreement, then the MOU can be terminated without liability to the City. By entering into the MOU, the City only agrees to negotiate reasonably with the contractor; details of the construction are part of the negotiation.

If acceptable lease terms are reached, Council will be asked to authorize a Lease Agreement, which would replace the subject MOU. The Power Purchase Agreement is between CPA and the developer and will not be brought before the City Council for consideration.

See tentative timeline below.

Support for Climate Action and Adaptation Plan (CAAP) and Grid Resilience Of note, the City has not yet pursued or implemented any municipal solar projects on City facilities or carports. There are currently no such projects in the Capital Improvement Program at any City facility, including the subject site. This proposed Power Ready program would be the first City solar and battery storage on City property and could serve as a demonstration site for future municipal and community solar and battery storage projects.

The City’s Draft Climate Action and Adaptation Plan (CAAP) includes recommended programs and policy directives to 46 36
promote 100% renewable energy in the City, including development of solar projects on municipal buildings and facilities. This document will be considered by the City Council in September 2022.

STRATEGIC PRIORITIES

FINANCIAL IMPACT

The overarching value of this project is that the City will receive a solar and battery storage system at no cost for use in an emergency situation. By entering into this MOU, the City is essentially committing to “reasonable” lease terms with a future Developer that would provide power resilience for the Service Center in exchange for a zero lease cost to the Developer who builds and operates a solar and storage system for 20-years. In addition, any CPUC Self Generation Incentive Program (“SGIP”) funds awarded to the City, based on the Developer’s application, on behalf of the City to the CPUC, will need to be transferred to the Developer to support the financing of the system. The SGIP fund and the Power Purchase Agreement between the CPA and the Developer are the financing mechanism for this project. These financing mechanisms allow this project to be a no-cost power resilience to the City. By entering into this MOU, the City will pay CPA as billed for electric service at the site under the CPA’s future Power Ready Rate Structure. The Power Ready Rate charge is set up so that the City will pay equal or less than the amount charged to the City annually under the rate structure that would otherwise have been in place if the City did not participate in this program.

COMMITTEE OUTCOME

On June 8, 2021, the Community Services, Public Safety, Housing and Development Committee voted 3-0 to support the staff recommendation for the City to work with the CPA to determine the feasibility of installing solar rooftop photovoltaic and battery storage at the Service Center. Staff worked with the CPA’s consultant who conducted the site inspection and determined that the site was a good choice and the most feasible location for resilient installation.

Prepared by: Kathleen Mallory, Planning & Sustainability Manager

ATTACHMENTS

1. Attachment A : June 6, 2021 Committee Staff Report

2. Attachment B: CPA PowerReady MOU_ Exhibit A CPA Site Assessment Overview and Exhibit B CPA PowerReady factsheet
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COMMUNITY SERVICES, PUBLIC SAFETY, HOUSING &

DEVELOPMENT COMMITTEE AGENDA REPORT

REPORTS
AGENDA ITEM NO. D.1

DATE: June 8, 2021

TO: Community Services, Public Safety, Housing & Development Committee

FROM: Vyto Adomaitis, Community Development Director, (805) 385-7868, [email protected]

SUBJECT: City of Oxnard Participation in Clean Power Alliance Power Ready Program (Solar and Battery Backup) for the Building Located at 214 South C Street (Service Center). (0/10/5)

RECOMMENDATION

That the Community Services, Public Safety, Housing & Development Committee support the City’s continued evaluation of participation in the Clean Power Alliance Power Ready Program for the installation of solar roof top photovoltaic and battery storage to support building operations at 214 South C Street (aka “the Service Center”).

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

BACKGROUND

The City joined the Clean Power Alliance (CPA) in 2018. Consistent with the CPA enrollment protocol, customers were enrolled in a phased manner beginning on February 1, 2019 for residential customers and May 1, 2019 for commercial customers and municipal accounts. The CPA is a community choice energy (CCE) program through community choice aggregation (CCA), established as a Joint Powers Authority (JPA) of counties and cities. As a CCE program, the CPA purchases clean power and sells it to customers, while Southern California Edison (SCE) remains responsible for delivery, billing, and resolving any electricity service issues. A CCA program provides for government-led procurement of electricity for customers within their jurisdictional boundaries who elect to remain a program participant.

The goals of a CCA program include increasing the amount of renewable energy provided to residents, creating local clean energy jobs, reducing greenhouse gas emissions, and providing greater public accountability in energy decisions, generally at a cost savings compared to the incumbent electricity provider. CPA procures its renewable energy from a mix of eligible resources; these primarily come from solar and wind power, but also include small amounts of geothermal, biomass, and small hydroelectric power. Since 2018, CPA has entered into long-term power purchase agreements for over 1,300 megawatts of new renewable energy and over 700 megawatts of new battery energy storage. CPA continues to seek economically viable local renewable energy and battery storage projects and will be pursuing local community solar projects in disadvantaged areas in Ventura County; locally, these are census tracts which are primarily located in Oxnard and Ventura; this program will be released in the near future and is known as the Power Share Program.

Attachment A
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DISCUSSION
The Power Ready Program was developed by the CPA to install solar and storage system(s) at critical load facilities for backup or emergency power. Installation, maintenance, and operations are at no cost to the City.

The Power Ready Program offers CPA member agencies the opportunity to host a solar + battery storage system at a critical facility in their jurisdiction. The goal is for the CPA to install one project at each feasible member agency location.

In exchange for hosting this energy storage system, the agency will re generate solar savings, which CPA will use to pay for the power purchase agreement (PPA) that CPA will enter into with the third party project developer. The City will simply continue to pay their monthly bill, but instead of paying for energy and demand costs, they will pay CPA for solar+storage. The program will keep the City’s monthly bills cost neutral, meaning bills will not be any higher than they would have been without the systems, and could potentially even bring some savings to the City. CPA will contract with a developer/financier to fund all of the CPA Power Ready Program sites as one aggregated portfolio of sites, and CPA will pay the PPA cost on behalf of the member cities.

The CPA approached the City requesting submission of five potential city facilities for consideration for enrollment in the Power Ready Program. The city selected Power Ready sites must be currently served by CPA, considered a critical facility, require substantial energy for operations, have good solar orientation and sufficient land area, and roof integrity to support the rooftop solar installation. The five potential city facilities submitted to CPA included: Service Center (214 South C Street), Oxnard City Hall (300 West Third Street), the Oxnard Main Library (251 South A Street), the Performing Arts Center/PAC (800 Hobson Way), and the Police building (251 South C Street).

The CPA determined that the Service Center was the most appropriate location for the solar and battery installation because it can support the largest sized solar photovoltaic (PV) system (195 kW versus 188kW for the next largest at the Oxnard Main Library) to help the CPA pay for the cost of the battery and PV equipment.

This location also meets the criteria of hosting critical city functions. The second choice which was the Oxnard Main Library. which can host 188kW) presents as a very good second choice, but rooftop installation and roof integrity is anticipated to be problematic. Carport PV installation was considered but installation costs do not make financial sense when considering the viability of an adjacent viable rooftop PV option (Service Center).

Additionally, within the context of all of the city's site submissions, the CPA consultant eliminated Oxnard City Hall, and the Oxnard Police Station in its analysis because those sites cannot support PV arrays as large as the Service Center or the Main Library. The PAC was eliminated because the current energy usage was not high enough on the existing facility.

Solar and Battery Storage Specifications for 214 South C Street The Service Center was identified as a critical facility due to the divisions hosted in the building (Building and Safety, Planning, Traffic Engineering, Code Enforcement, and Billing & Licensing). The Fire Department operations, including the Emergency Operations Center, is located within the Fire Department Headquarters on the northeast corner of Service Center at Second Street and C Street (see Attachment A for full view of Power Ready Project Site). This portion of the Service Center building is supported with an emergency generator; this generator provides robust backup power for the EOC and Fire Department building. The Service Center does have access to the emergency generator, but only for lighting, not power to serve computers, or retrieve records 49 39
or secure map data. In the event of an emergency, the City’s Service Center building would be limited in its ability to operate or support the EOC through records, utility data, permit information, etc.

Based upon roof capacity, the CPA/CPA consulting team has developed conceptual sizing for the Power Ready program installation for a 195.2 kilowatt ( kW) solar PV system and a 400 kWh (kilowatt-hour) battery system at the Service Center. A PV system of this size is expected to generate 327,448 kW annually. The Oxnard Service Center currently uses 535,940 kWh annually.

The conceptual sizing of the battery installation is to provide approximately 20% of the energy capacity for emergency backup in the event of a power outage. The battery project will provide at least four hours of backup for critical loads only that are defined by Oxnard. The city would likely have the ability to extend the backup timeframe through active load management of critical loads. As long as the sun is shining however, this solar plus battery storage system can run indefinitely; during a prolonged outage it will be able to recharge using solar. The on-site backup generator can contribute to this mix but will be limited to fuel on hand. The presence of a generator will not and has not impacted how the CPA consultant has modeled solar PV plus energy storage at the Oxnard Service Center. A future site visit will determine the precise location of the battery storage system, which is typically the size of a few parking spots.

Next Steps
Staff and the CPA are aware of pending legislation, Assembly Bill (AB) 1139 – Net Energy Metering, which may impact solar installation in the future. The City and CPA will continue to evaluate this potential legislation. The City’s participation in the Power Ready project is free of charge to the City. Therefore, if (AB) 1139 passes, the fiscal impact will be borne by the CPA.

Should the Committee and Council support continued evaluation and enrollment of the site in the Power Ready program, a site visit with CPA would occur in mid Summer. If the site is determined viable through an on-site inspection, the City would be required to sign a memorandum of understanding (MOU) for participation in the Power Ready program. This MOU would be in effect for the term of the Power Purchase Agreement (PPA) that CPA will enter into for the development of the systems. CPA will provide the MOU once, and if, the site is determined feasible. The MOU will then be reviewed by the City Attorney's office, and provided to Council for review and approval. Cities will have the ability to terminate the Power Ready MOU without cost up until a specific timeframe. The provisions of the MOU (terms, buy out clauses, termination, etc) will be communicated if and when the MOU is presented to the City Council. The City and the CPA would initiate a lease agreement through a MOU for use of the property in Fall 2021. The PPA that CPA will enter into for the development of the systems will be approved by the CPA Board of Directors. It is currently anticipated that the earliest construction could commence for this program is Q3 2022.

STRATEGIC PRIORITIES

FINANCIAL IMPACT

This agenda item is to continue evaluating the feasibility of the CPA selected location and therefore, there is no fiscal impact as a result of this evaluation. If the City proceeds with the program, the fiscal implications to the City associated with the MOU contract agreement will be evaluated when contract documents are provided.

Prepared by: Kathleen Mallory, Planning & Sustainability Manager

ATTACHMENTS

1. Attachment A - Solar Panel Installation 214 South C Street

2. Clean Power Alliance Power Ready Program Presentation 06.08.21 51 41
Agreement # A-8479

ATTACHMENT B

MEMORANDUM OF UNDERSTANDING (MOU)
This Memorandum of Understanding ("MOU"), made as of the last date signed below (the “Effective Date”), by and between The City of Oxnard (“Member Agency”), the owner or long-term lessee as described in Section 4.a. of the real property described in Exhibit A and referred to herein as the “Site,” and Clean Power Alliance of Southern California, a Joint Powers Authority and Community Choice Aggregation program (“CPA”), referred to individually or collectively as “Party” or “Parties,” is to enroll the Site in the CPA Power Ready Program, described in more detail below.

RECITALS
WHEREAS, CPA desires to support community energy reliability efforts in its service territory through its Power Ready Program (described in the Power Ready Fact Sheet, attached hereto as Exhibit B), which seeks to provide Member Agency with a no-cost energy resiliency project that provides significant community benefit and demand response to CPA, and WHEREAS, the Member Agency has worked diligently with CPA to determine a suitable site for energy resilience as part of the Power Ready Program, and WHEREAS, the Member Agency is the owner of the Site identified in Exhibit A, which Member Agency and CPA have identified as a suitable site for the Power Ready Program because the Site serves a public-facing service center that hosts offices for city staff and the Fire Administration Building, and
WHEREAS, to implement the Power Ready Program, CPA must enter into an agreement with a third-party developer (“Developer”), who will develop behind-the-meter battery energy storage and solar photovoltaic generation energy systems at the sites selected for the Power Ready Program, including the Member Agency Site, and
WHEREAS, CPA intends to issue and administer a competitive Request for Offers (“RFO”) to select the Developer, and
WHEREAS, CPA intends to include in the RFO a portfolio of development sites, including the Member Agency Site and sites belonging to other CPA member agencies, which portfolio will be relied upon by developers to submit bids to develop solar and storage on the Power Ready Program sites, and
WHEREAS, developers’ bids will include pricing that will be incumbent on the inclusion of the Member Agency Site in the portfolio, and
WHEREAS, the Member Agency will benefit from the installation of the battery energy storage system, which will provide the Site with power during planned and unplanned electrical outages to power certain critical electrical loads,
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NOW, THEREFORE, in consideration of the mutual promises and agreements herein contained, it is mutually understood and agreed by and between the Parties as follows:

1. Term. This MOU is in full force and effect upon signature by all parties and is effective for five (5) years following the signature date, at which point, CPA and Member Agency may agree, by mutual written agreement, to extend the term of this MOU.

2. Termination .
a. Convenience . Any time prior to CPA’s issuance of the RFO, either Party may terminate this MOU for convenience and without liability to the other Party upon giving the other Party written notice.
b. Default .
i. After CPA issues the RFO, the Parties acknowledge and agree that either Party’s failure to perform any of its material obligations under this MOU shall constitute an event of default and entitle the other Party to terminate the MOU immediately upon written notice of termination. ii. Member Agency Default. Member Agency recognizes that its default under this MOU could undermine CPA’s implementation of the Power Ready Program for other participating member agencies, invalidate Developer bids to develop Solar+Storage Systems under the Power Ready Program, increase costs of construction and reduce benefits to CPA and other member agencies, or a combination thereof. Member Agency acknowledges and agrees to reimburse CPA for all reasonable costs related to, resulting from, or arising from Member Agency’s default including but not limited to any qualified adjustment in the rate price, reasonable fees, or other direct charges that may be assessed by the Developer pursuant to the Power Purchase Agreement, and to be subject to any other remedies that may be available to CPA.
iii. CPA Default. If CPA defaults, CPA acknowledges and agrees to reimburse Member Agency for Member Agency’s reasonably expended costs to prepare the Site for the Solar+Storage System in reliance on the MOU. CPA shall not be liable for any other expenses incurred in reliance on the MOU, any Member Agency personnel time spent in reliance on the MOU, costs to pursue other renewable energy options, or any special or incidental damages.
iv. Force Majeur. Neither Party shall be liable for any default caused by reason of acts of God including volcanic eruption, landslide, lightning, earthquake, fire, or flood (but excepting reasonably anticipated weather conditions at the Site); explosion, sabotage, or similar occurrence; acts of a public enemy, extortion, terrorism, war, blockage, or insurrection; riot or civil disturbance; strikes, lockouts, or labor troubles; change in law or regulation; or other cause without fault and beyond the reasonable control of either Party (financial inability excepted).
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3. The Solar+Storage System and Its Operation.
a. Construction.
i. CPA will select a Developer to construct, install, operate, and maintain at the Site a behind-the-meter battery energy storage and solar photovoltaic generation energy system at Developer’s sole cost and expense, with the anticipated general specifications set forth in Exhibit A hereto (the “Solar+Storage System” or “System”).
ii. In the RFO, CPA will make clear that Developer is required to comply with all provisions of California law applicable to public contracting, including but not limited to bond requirements and prevailing wage requirements.
iii. CPA will require the Developer to submit a siting and construction plan for the Solar+Storage System for Member Agency’s approval, which shall include a commitment to obtain all necessary permits, a waste management plan, and a statement that Developer will adhere to the applicable building code and all local, state, and federal laws. iv. The Parties recognize that the Developer must secure interconnection approval for the Solar+Storage System from Southern California Edison. b. Financing. The Parties anticipate that construction, operation, and maintenance of the Solar+Storage System will be financed by a Power Purchase Agreement (“PPA”) between CPA and the Developer.
c. Ownership. The Parties acknowledge that the Developer will own the Solar+Storage System. However, the RFO will include a provision requiring the Developer to provide Member Agency with the opportunity to purchase the Solar+Storage System at the end of the Site Lease term. d. Maintenance. The Parties acknowledge that the Developer will be responsible for the maintenance of the Solar+Storage System, and Member Agency will provide reasonable access to Developer.
e. Control. The Solar+Storage System will be managed, and operated pursuant to the terms of the PPA, as set forth in more detail below. f. Normal Operations. Except when in Power Outage Operations pursuant to Section

3.g, below, the Solar+Storage System will be managed to meet CPA’s needs for demand-side management at its discretion, and such Solar+Storage System management will not impact Member Agency operations.
g. Power Outage Operations.
i. The Solar+Storage System will have the ability to generate solar energy and charge the Solar+Storage System during power outages that occur during daylight hours.
ii. The Solar+Storage System will be managed to provide power, to the extent reasonably practicable, for certain critical loads at the Site during power outages. The Solar+Storage System will be managed to provide sufficient power to the Site for at least four (4) hours during Power Outage 3 54
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Operations based on the Site’s power needs identified at the time the Solar+Storage System is designed.
h. Operations Insight.
i. CPA will provide Member Agency continuous access to the Solar+Storage System electricity generation dashboard on the worldwide web or otherwise provide Member Agency with the ability to review the amount of electricity generated at any given time.

4. Member Agency Obligations.
a. Ownership. Member Agency warrants that it is the long-term lessee (with a lease term that does not end earlier than, or that Member Agency has the sole discretion to continue until at least, 2045) or owner of the Site and that it has the power to grant permission for use of the Site as part of the Power Ready Program. b. Project Development.
i. Member Agency agrees to allow CPA’s selected Developer to construct the Solar+Storage System at the Site, subject to Developer entering a Site Lease Agreement with Member Agency and subject to Developer receiving all necessary permits and approvals.
ii. Member Agency recognizes that its Site will be included in a portfolio in support of an RFO to potential developers and that withdrawal of its Site from the Power Ready Program could invalidate developers’ bids for the entire program.
c. Site Function. Member Agency agrees that the Site will continue to serve a critical community function, as described in the Recitals above, for the Term of the MOU. If Site no longer serves a critical community function, or Member Agency wishes to change the Site to a different critical community function than the one described herein, and that different critical community function significantly alters electricity usage at the Site, this may constitute a material change to this obligation. Member Agency must immediately notify CPA of the change and make best efforts to cooperate with CPA in remedying impacts related to the change in use.
d. Site Lease. Member Agency agrees to enter into a Solar+Storage Site Lease Agreement with the Developer, provided all material terms are agreed upon, or if the Member Agency does not own the Site, then Member Agency will use best efforts to secure a Solar+Storage Site Lease Agreement or any other agreements necessary to secure use of the Site between the Site owner and the Developer with Member Agency being a third-party beneficiary with a term length up to twenty (20) years. Member Agency shall act at all times in good faith to come to reasonable terms with the Developer and shall not unreasonably condition, delay, or refuse to enter into the Solar+Storage Site Lease Agreement. Reasonable terms shall include, at a minimum, (a) a reasonable provision providing for indemnification of the Member Agency by the Developer, (b) a requirement the Developer carry reasonable insurance, and (c) a reasonable requirement that the 4 55
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Developer return the Site to its condition prior to the installation of the Solar+Storage System if, at the end of the Site Lease term, Member Agency requests that the Solar+Storage System be removed. Member Agency recognizes that it may not require Developer to pay to lease the Site; the consideration for lease of the Site is installation of and Member Agency’s benefit from the Solar+Storage System.
e. Cooperation. Member Agency agrees to cooperate with Developer to secure necessary approvals for Developer to develop the Solar+Storage System at the Site; however, nothing in this MOU constitutes approval of development of the Solar+Storage System. Member Agency is solely responsible for issuance of any permits, including but not limited to providing necessary information for the selected Developer to acquire permits or to comply with the California Environmental Quality Act, if applicable.
f. Billing. Member Agency will pay CPA as billed for electric service at the Site under CPA’s future Power Ready Rate Structure, which will be developed prior to Member Agency execution of the Site Lease. The future Power Ready Rate Structure is further described in Section 5.d. of this MOU. The Power Ready Rate charged to Member Agency annually will be equal to or less than the amount charged to Member Agency annually under the rate structure that would have otherwise been in place if the Member Agency did not participate in the Power Ready Program.
g. SGIP Funds. Developer will apply for the CPUC Self Generation Incentive Program (“SGIP”) administered by Southern California Edison (“SCE”) on behalf of the Member Agency. Member Agency agrees to transfer any awarded SGIP funds to Developer to support financing of the battery energy storage.

5. CPA Obligations.
a. CPA will prepare, issue, and administer the RFO to select the Developer to develop the Solar+Storage System at the Member Agency’s and other member agencies’ sites. CPA will provide Member Agency a reasonable amount of time to review and provide comment on the RFO prior to issuing the RFO. b. CPA will make a commercially reasonable effort to ensure construction of the Solar+Storage System begins no later than June 30, 2023, and will coordinate with Member Agency to determine a mutually agreeable construction schedule.

However, CPA does not guarantee either (a) that the Solar+Storage System will actually be constructed, or (b) that construction will be free from delays beyond CPA’s control.
c. CPA will provide a construction liaison during construction of the Solar+Storage System that will make periodic on-site visits.
d. CPA will bill the Member Agency for generation service on a monthly basis under its Power Ready Rate Structure. The on-bill monthly charge will be calculated to approximate projected monthly bill savings generated by the Solar+Storage System. CPA will conduct a true-up of the Member Agency annual electricity 5 56
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costs annually during the April bill cycle and will credit or charge the Member Agency. Member Agency’s annual charges will be equal to or less than the amount that would have otherwise been charged to the Member Agency if the Member Agency did not participate in the Power Ready Program. e. CPA will provide Member Agency with educational/outreach materials and regular reporting on Solar+Storage System performance.

6. Indemnification. Each Party shall indemnify and hold harmless to the fullest extent permitted by law the other Party and its elected officials, officers, employees, members, volunteers, agents, and representatives from and against any and all damages, liabilities, costs, expenses, claims, and/or judgments, including, without limitation, reasonable attorneys’ fees and disbursements that may directly or indirectly arise and/or result from the indemnifying Party’s gross negligence or willful misconduct. This indemnification shall be only in proportion to and to the extent that such claims, judgments, causes of action, damages, penalties, costs, liabilities, and expenses, including attorneys’ fees and costs incurred in the defense of any such claim or any action or proceeding brought thereon arise from the negligent or intentional acts or omissions of indemnifying Party, and its officers, employees, invitees, or agents.

7. Insurance.
a. The Parties agree to provide and maintain throughout the term of this MOU, at their own expense, a program of insurance, or self-insurance, covering the activities and operations of their respective officers, agents and employees and contractors for the term of this MOU. This insurance shall include general liability insurance with coverage limits of $2,000,000 per occurrence and $2,000,000 aggregate (unless the aggregate is on a per-policy basis, in which case the aggregate shall be a minimum of $4,000,000). This insurance shall be endorsed to include the following: (i) CPA, its Board, Officers, Officials, Employees, Agents, Servants, and Volunteers are covered as additional insureds on Member Agency’s commercial general liability policy, and Member Agency’s Board, Officers, Officials, Employees, Agents, Servants, and Volunteers are covered as additional insureds on CPA’s commercial general liability policy; and (ii) a written notice to be mailed to the other Party 30 days prior to the effective date of a cancellation or non-renewal of such insurance.
b. The Parties agree to maintain throughout the term of this MOU, at their own expense, an automobile liability policy covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per occurrence for bodily injury and property damage.
c. The Parties agree to maintain throughout the term of this MOU, at their own expense, a workers’ compensation policy as required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease. d. Upon request, either Party shall provide the other evidence of such coverage 6 57
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naming the other Party as an additional insured including an additional insured endorsement issued by the insurance company or program of self-insurance. e. CPA may waive or change any of the requirements in this Section 7 at its discretion, upon mutual agreement with the Member Agency. f. Nothing herein waives or reduces a Party’s indemnification obligations pursuant to Section 6.

8. Publicity. Any publicity generated by either Party related to the performance of this MOU should reference both Parties’ contributions. Each Party shall make best efforts to display the words “Clean Power Alliance” and “The City of Oxnard” in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews, and newspaper articles (to the extent possible). Any piece of publicity, including those mentioned above, must be reviewed and approved by both Parties before issuing a press release. Each Party agrees to provide the other Party with reasonable time for review before such issuance.

Where CPA and Member Agency logos are used on any signage or documentation arising from this partnership, the logos of each Party will be of equal size and quality. No signs may be posted, exhibited, or displayed on or about Member Agency property, except signage required by law or contemplated under this MOU, without prior written approval from Member Agency.

9. General Provisions.
a. Entire Agreement. This MOU represents the full and complete understanding between the Parties as to the subject matter of this MOU, and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties related to the subject matter of the MOU.
b. Amendment. Any amendment to or modification of this MOU will be effective only if in writing and signed by each Party’s authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this MOU. c. Governing Law and Venue. This MOU is governed by the laws of the State of California. Any lawsuits files related to this MOU must be filed with the Superior Court for the County of Ventura, State of California.
d. Third Party Beneficiaries. There are no intended third-party beneficiaries of this MOU.
e. Independent Parties. Each Party shall perform its responsibilities and activities described herein separately and not as an officer, agent, employee, or volunteer of the other Party hereto. Each Party shall be solely responsible for the acts and omissions of its officers, agents, and employees. Nothing herein shall be considered as creating a partnership or joint venture between the parties. f. Headings. The headings in this MOU are for convenience only, are not a part of the MOU, and in no way affect, limit, or amplify the terms or provisions of this MOU.
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g. Severability / Partial Invalidity. If any term or provision of this MOU, or its application to a particular situation, is found by the court to be void, invalid, illegal, or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this MOU or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this MOU to carry out its intent. h. Survival. All provisions which by their nature must continue after the MOU expires or is terminated shall survive the MOU and remain in full force and effect, including but not limited to the indemnification requirement in Section 6 and the insurance requirements in Section 7.
i. Notices. All notices, requests, and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery; or the date confirmed by the reputable overnight delivery service; or on the fifth calendar day after deposit in the United States Mail, postage prepaid; or the next business day following submission by electronic mail:

To CPA:

Theodore Bardacke, Chief Executive Officer
801 S. Grand Ave., Suite 400, Los Angeles, CA 90017
[email protected]
With a copy, which shall not serve as notice as required or specified herein, to:

Nancy Whang, General Counsel
801 S. Grand Ave., Suite 400, Los Angeles, CA 90017
[email protected]
To City of Oxnard:

Alex Nguyen
City Manager
300 West Third Street
Oxnard, CA 93030
[email protected]
j. Electronic Signatures: This MOU may be executed by electronic signature(s) and transmitted either by facsimile or in a portable document format (“pdf”) version by email and such electronic signature(s) shall be deemed as original for purposes of this MOU and shall have the same force and effect as a manually executed original.
k. Execution in Counterparts : This MOU may be executed in two or more counterpart copies, each of which shall be deemed as an original and all of which, when taken together, shall constitute one and the same instrument. 8 59
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IN WITNESS WHEREOF, the parties have executed this MOU on the latest date of execution set forth below.

Theodore Bardacke
Clean Power Alliance of Southern California
Title: Chief Executive Officer
Date:

Alex Nguyen
City of Oxnard
Title: City Manager
Date:
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EXHIBIT A
Clean Power Alliance Power Ready Program
Last edited on April 12, 2022
Oxnard Site Assessment Overview:

Service Center
Address: 214 S C St. Oxnard, CA 93030
Meter Number: 259000-060240
Solar Size 195 kW
BESS Size 100W / 400kWh
Facility Age 2005
Facility Size ≈35,000 ft 2
Critical Loads TBD. Lighting and Plug loads not on generator backup The Oxnard Service Center includes a public-facing service center, offices for city staff, and the Fire Administration building . The building was constructed in 2005 and has a 250 kW backup diesel generator. The generator backs up servers and critical IT infrastructure, as well the circuits for lighting and plug loads in about half of the building. The city hopes the Power Ready program will back up those lighting and plug loads not served by the generator.

Intended Resilience
In the event of a grid outage, the Power Ready goal is to enable the facility to remain open and operational for city staff and fire administration personnel. Those lighting and plug loads not already supported by the generator are top priorities. There is no expectation that the power ready program will eliminate the need of the generator. Rather, the city hopes the solar and storage system will work in tandem with the generator in the event of an outage.

Solar System Size and Location
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The Helioscope design calls for approximately 195 kW of solar PV on the roof of the service center. A 195 kW solar array is projected to generate approximately 325,000 kWh / year, which accounts for approximately 60% of the facility’s annual use of 535,940 kWh (2019 interval data).

All sections of the roof date from 2013, approximately 8 years old, and are in good condition.

There is no significant shading on the roof. None of the roof sections present structural or logistical difficulties for solar installation.

BESS Size and Location
Our initial optimization suggests an ideal battery size of approximately 100kW / 400 kWh.

The facility has an annual peak kW demand of 150 kW; through SGIP, a battery with 4-hour discharge may be sized up to 150 kW / 600 kWh. The facility is located in a community that is Income Qualified for The Equity Tier of the SGIP incentive ($850/kWh, currently oversubscribed in SCE territory).

The Power Ready program design stipulates that approximately 25% of BESS capacity be maintained as a “Reserve Capacity” that is always ready for an unplanned outage. The remaining 11 62
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75% of BESS capacity may be used for daily energy management services, notably energy arbitrage and peak demand clipping.

The ideal BESS location is directly adjacent to the generator in the parking lot.

Electrical Infrastructure
All the Panels that begin with letter E are backed up by the generator. Panels that do no begin with the letter E are not backed up, and are candidates for backup with the Power Ready program. These are marked in red on the single line diagram.

All the Panels that end with the letter A are located in the main electrical room (Room 424) with the main switchboard.

All the Panels that end with the letter B are located in the secondary electrical room (Room 310, also called the Fire Department Electrical Room on the single line).

Hard-Wiring for Resiliency
Solar and Battery sources will connect to the Main Switchboard (in the electrical room accessible from the northern parking lot) via an automatic transfer switch (ATS), and will provide energy in the event of a grid outage.

Additional information regarding critical loads and electrical and building plans are available in the Fulcrum App and Shared Drive.
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54 Agreement # A-8479

EXHIBIT B
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58 59
60 61
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66 67
68 69
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1 SOLAR AND STORAGE SITE LEASE AGREEMENT
This solar and storage site lease agreement (“Lease”) is made and entered into as of December 3, 2024, the last date signed below (the “Effective Date”), by and between the City of Oxnard, a California Municipal corporation (“City” or “Lessor”) and Coast Energy DevCo, LLC, a Delaware limited liability company (“Lessee”). City and Lessee may be referred to individually as a “Party” or collectively as the “Parties”.

RECITALS

WHEREAS,
A. City is the owner of certain real property, consisting of land and certain improvements, buildings, and other structures located thereon, as more particularly described on Exhibit A (the “Property”).

B. The Property is identified as a site for energy resilience as part of the Power Ready Program (“Program”). Clean Power Alliance of Southern California (“CPA”) administers the Program to support community energy reliability efforts in its service territory by providing public agencies with an on-site energy resiliency project that also provides significant community benefit and demand response capabilities to CPA.

C. After issuing and administering a competitive Request for Offers, CPA selected Lessee as the third-party developer to develop behind-the-meter battery energy storage and solar photovoltaic generation energy systems at developer’s sole cost and expense at the sites selected for the Program, including the Property, subject to developer entering a Solar and Storage Site Lease Agreement with the site owners.

D. Lessee and CPA have entered into a Renewable Power Purchase Agreement dated February 9, 2024 (“PPA”), wherein Lessee has agreed to build, finance, own and operate a solar photovoltaic energy generation system and associated battery energy storage system, (together, the “Facility”), as more particularly described in Exhibit B on a portion of the Property and CPA has agreed to purchase from Lessee the electrical energy produced by the Facility.

E. In order to build and operate the Facility, Lessee requires access to and use of the Premises, as further described below.

F. City agrees to lease the Premises to Lessee on the terms and conditions set forth in this Lease.

NOW, THEREFORE, in consideration of these Recitals and the following covenants, terms, and conditions, Lessee and City mutually agree as follows:

LEASE PROVISIONS
ARTICLE 1
INTERPRETATION; EXHIBITS.

1.1 Interpretation.
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(a) The captions of the various sections, paragraphs and subparagraphs of this Lease are for convenience only and shall not be considered or referred to in resolving questions of interpretation.
(b) In construing or interpreting this Lease, the word “or” shall not be construed as exclusive and the word “including” shall not be limiting.

1.2 Recitals. The Recitals set forth above are true and correct and are hereby incorporated into this Lease as if fully set forth herein.

1.3 Exhibits. The following Exhibits are attached to and made part of this Lease as if fully set forth herein.

EXHIBIT A DESCRIPTION OF PROPERTY

EXHIBIT B DESCRIPTION OF FACILITY

EXHIBIT C DEFINITIONS

EXHIBIT D DESCRIPTION OF PREMISES

EXHIBIT E SECURITY MEASURES

EXHIBIT F WORK SCHEDULE

EXHIBIT G CITY OF OXNARD INSURANCE REQUIREMENTS - INS-K

EXHIBIT H FORM OF LENDER CONSENT AND AGREEMENT

EXHIBIT I MEMORANDUM OF LEASE
ARTICLE 2
DEFINITIONS.

Capitalized terms used in the Lease and not otherwise defined herein have the meanings set forth in Exhibit C (Definitions).

ARTICLE 3
LEASE.

City hereby leases to Lessee, in accordance with the terms and conditions set forth in this Lease, land, floor space, rooftop space, and additional cabling space for associated utility lines, cables, conduits, wires, and equipment (all of which are described specifically in Exhibit D (Description of Premises) necessary to allow for the Permitted Uses. Unless specifically provided in this Lease, Lessee accepts the Property “as-is” on the Effective Date of this Lease.

ARTICLE 4
RENT.

In consideration for the lease of the Premises, Lessee shall pay City monthly rent of ten dollars ($10.00), or one hundred twenty dollars ($120.00) annually, which shall be paid annually on July 75 3

1, without notice or demand of any kind by City. All payments shall be submitted to: City of Oxnard, 214 South C Street, Oxnard, CA 93030 Attn: Long Range Planning and Sustainability Division. The first year’s rent may be pro-rated, and is due within ten (10) Business Days of the Effective Date.

ARTICLE 5
TERM, TERMINATION.

5.1 Term.
(a) Definition. This Lease shall commence on the Effective Date and shall remain in effect until:
(i) Twenty (20) years after the Commercial Operation Date plus the ninety (90) day removal period provided under section 5.4 (the “Term”) except where a Buyout Option is exercised with respect to the Facility; or (ii) The Lease has been terminated by either the City or Lessee in accordance with the terms of this Lease.
(b) Within five (5) Business Days of the Commercial Operations Date, Lessee shall provide City with a copy of the Commercial Operation Date Certificate submitted to CPA under the PPA.

5.2 Termination. The City, in its sole discretion, shall have the right to terminate this Lease as follows:
(a) Public Purpose. If the City determines that it requires the Premises or portions thereof at any time or multiple times during the Term for any public purpose as determined by City in its sole discretion, upon sixty (60) days prior written notice to Lessee, the City may in its sole discretion either (i) find an alternative City- owned replacement site that has substantially similar insolation and reasonably acceptable access to the utility grid (with appropriate upgrades or otherwise), that Lessee may use for the System; provided, however, that the City shall pay for the reasonable costs of removal, lost revenue from production and costs of reinstallation of the System (including interconnection and utility related fees from the existing Premises to the new site and City agrees to execute a Lease for the new site, which will be referred to as the “Premises,” with all other terms remaining the same; provided further that Lessee shall use commercially reasonable efforts to remove and reinstall the System without delay and endeavor to minimize lost production time, or (ii) terminate the Lease and pay to Lessee the applicable Termination Payment.
(b) Event of Default. City may terminate this Lease following a Lessee Event of Default in accordance with section 23.5 of this Lease.

5.3 Buyout Option for the Facility. At the expiration of the Term, the City has the option, in its discretion, to purchase the Facility at a price determined to be the fair market value, determined in accordance with section 5.3(A)(ii) below, or at a price mutually agreed to by the Parties. The City may exercise its Buyout Option, however, it is not obligated to 76 4

complete the purchase should the Fair Market Value not be acceptable to the City, or for any other reason.
(a) Exercise of Buyout Option: Notice; Fair Market Value. (i) If the City desires to exercise its Buyout Option, City will, no later than six (6) months prior to expiration of the Term, notify Lessee of City's election to exercise its Buyout Option.
(ii) “Fair Market Value”. The “fair market value” of the Facility shall be determined by an independent, third-party appraiser mutually agreed upon by Lessor and Lessee having substantial experience in the valuation of solar facilities similar to the Facilities. If Lessor and Lessee are unable to agree, then each of Lessor and Lessee shall designate an appraiser who shall designate a third appraiser having substantial experience in the valuation of solar facilities similar to facility, to perform the fair market value appraisal.

The reasonable costs of the fair market value appraisal shall be borne by Lessee, provided however, if the City decides not complete the purchase for any reason, the City shall reimburse Lessor for the reasonable cost of the appraisal.

5.4 Removal of Facility.
(a) Except where a Buyout Option is exercised with respect to the Facility, Lessee shall at its sole expense, remove the Facility and all its associated equipment and materials completely, vacate the Premises and Property, and restore the Premises to its original conditions, taking into account any repair and replacement of the roof pursuant to this agreement, and not including restoration of normal wear and tear, within ninety (90) days of:
(i) Expiration of the Term; or
(ii) Upon termination.
(b) Lessee shall restore the Premises to its original condition (excluding reasonable aging, wear and tear) to the reasonable satisfaction of City, including any damage to the Premises or the Property caused by the Facility or its removal. (c) Lessee shall allow City to inspect the Premises to verify the condition of the Premises and its contents. At City’s reasonable request, Lessee agrees to participate in a walk-through inspection of the Premises to verify the condition of the Premises. (d) City shall provide Lessee with reasonable access to perform the necessary removal activities.
(e) Upon City’s reasonable request, the usual and customary lighting, plumbing, utility, and heating fixtures shall remain upon the Premises upon termination or expiration of this Lease.
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ARTICLE 6
USE OF PREMISES.

6.1 Permitted Uses. Lessee shall use the Premises exclusively for the purpose of development, engineering, design, construction, installation, operation, maintenance, monitoring, cleaning, repair, replacement, decommissioning and removal of the Facility described in Exhibit B of this Lease, in its entirety or any component thereof (“Permitted Uses”). (a) No City monies shall be required to fund the development, engineering, design, construction, installation, financing, maintenance, monitoring, repair, replacement, decommissioning, removal and/or operation of the Facility.

6.2 Prohibited Uses. Lessee shall not use Premises for any purpose not expressly permitted hereunder.
(a) Lessee shall not create, cause, maintain or permit any nuisance or waste in, on, or about the Premises, or permit or allow the Premises to be used for any unlawful or immoral purpose. Lessee shall not do or permit to be done anything in any manner which unreasonably disturbs the users of the City Property or the occupants of neighboring property. Specifically, and without limiting the above, Lessee agrees not to cause any unreasonable odor, noise, vibration, power emission, or other item to emanate from the Premises or Access Property.
(b) No materials or articles other than the Facility of any nature shall be stored outside upon any portion of the Premises or Property, except those used for construction, in an area to be designated by City. Lessee will not use Premises or Property in a manner that unreasonably increases the risk of fire or cost of fire insurance. (c) No unreasonable sign or placard shall be painted, inscribed or placed in or on the Premises; and no tree or shrub thereon shall be destroyed or removed or other waste committed of said Property, except that Lessee may request to remove trees or shrubs necessary to ensure the Facility is not shaded and receives adequate sunlight, which approval thereof by City shall not be unreasonably withheld. (d) Except as set forth in section 7.1(C), no bicycles, motorcycles, automobiles or other mechanical means of transportation shall be placed or stored anywhere on the Premises except for designated parking or storage spaces. No repair, overhaul, or modification of any motor vehicle shall take place on the Property or the street in front of said Property.
(e) Lessee, at its own expense, shall keep the Premises in as good condition as it was at the beginning of the term hereof, except damage occasioned by ordinary wear and tear, and except damage to City facilities and Property, which is not the fault of Lessee. Lessee shall document, through the use of photographs, the condition of the Premises prior to the commencement of any work.

6.3 Condition and Use of Premises. City represents that, as of the Effective Date, (a) to City’s knowledge, there are no Hazardous Materials at, on or under the Premises, and (b) the City is aware of no conditions at the Premises that would be reasonably likely to result in an adverse effect on the Facility or Lessee’s ability to produce and deliver electricity 78 6

therefrom. Except as expressly set forth in this Section 6.3, City makes no warranty or representation of any kind concerning the condition of the Premises, or the fitness of the Premises for the use intended by Lessee, and hereby disclaims any personal knowledge with respect thereto, it being expressly understood by the Parties that Lessee has personally inspected the Premises, knows its condition and accessibility, finds it fit for Lessee’s intended use, accepts it as is, and has ascertained that it can be used for the Permitted Uses.

6.4 Rooftop Replacement. Lessee shall replace or repair the roof of the Building in accordance with the terms set forth in Exhibit J.

ARTICLE 7
ACCESS.

7.1 For Lessee.
(a) Ingress & Egress. City hereby grants to Lessee, for the Lease Term, a non-exclusive right-of-way for vehicular and pedestrian ingress and egress to the Premises to the extent required by Lessee for the Permitted Uses and as mutually agreed upon by the Parties (the “Access Property”).
(b) Access to Sunlight. The City shall not cause or permit any interference with the Facility’s access to sunlight as such access exists as of the Effective Date. The City shall from time to time trim any vegetation as necessary to maintain such access to sunlight.
(c) Additional Space. City hereby grants to Lessee the temporary use of additional space on the Property, in such areas mutually agreed to in advance by the Parties, during the installation, maintenance, repair, replacement, improvement, or removal of the Facilities on or from the Premises. Upon completion of its installation, maintenance, repair, replacement, improvement, or removal activity, Lessee will remove all materials from the additional space and will restore the area to substantially the same condition in which it existed immediately prior to Lessee’s use.
(d) Exclusive Access. Lessee is granted non-exclusive access to the Premises.

7.2 For City.
(a) Lessee acknowledges and agrees that the Premises retains primary use as public property operated by the City or its assignee at City’s sole discretion and with associated operator access.
(b) Access for Inspection. City and City’s agents shall have the right to open or enter the Premises at reasonable times, upon not less than twenty-four (24) hours prior notice to Lessee (except in the event of an emergency in which case notice shall be given not less than twenty-four (24) hours after entry), for the purpose of inspecting same, showing same to prospective City, lenders or lessees, and making such alterations, repairs, improvements, or additions to the Premises as City may deem necessary.
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7.3 Security Measures.
(a) Lessee shall comply with the security measures set forth in Exhibit E. (b) Lessee shall provide City with keys to any locks Lessee installs and codes to any security system it installs to allow City access to the Premises, subject to the notice requirements set forth in the Lease.

ARTICLE 8
HAZARDOUS MATERIALS.

8.1 Use of Hazardous Materials Prohibited. Lessee shall not cause or permit any Hazardous Material to be brought upon, kept or used in or about the Property by Lessee, its agents, employees, contractors or invitees. Notwithstanding the above, Lessee may install, operate, and maintain the Facility, provided Lessee does so in compliance with all applicable laws, regulations, Prudent Industry Practices, and instructions by the equipment manufacturers.

8.2 City’s Right to Perform Tests. At any time during the Term, City shall have the right to enter upon the Premises in order to conduct tests of water, soil and other relevant media or substances to assess the environmental condition of the Premises, provided that such tests do not interfere with the operation of the Facility.

ARTICLE 9
UTILITIES AND OPERATING EXPENSES.

9.1 City shall allow Lessor the use of City’s water already available on the Property and accessible to the Premises in reasonable quantities for purposes of construction, cleaning, and maintenance of the Facility (it being understood and agreed that Lessee’s access to such water is non-exclusive in that City and other third parties may also access such water), subject to any applicable State, regional, or local water rationing rules, regulations or policies. Lessee assumes all risk and liability associated with its use of such water. Lessee shall fully and promptly pay for all of the City’s actual expenses associated with Lessee’s water use if demanded by City.

9.2 City shall have no obligation to provide any other utilities to Lessee.

ARTICLE 10
TAXES; SGIP INCENTIVE.

10.1 Revenue and Taxation Code. Lessee specifically acknowledges it is familiar with section 107.6 of the California Revenue and Taxation Code. Lessee realizes that a possessory interest subject to property taxes may be created, agrees to pay any such tax, and hereby waives any rights Lessee may have under said California Revenue and Taxation Code section 107.6.

10.2 Personal Property Taxes. Lessee shall pay before delinquent, or if requested by City, reimburse City for, any and all taxes, fees, and assessments associated with the Premises, the personal property contained on the Premises and other taxes, fees, and assessments regarding any of Lessee’s activities which take place at the Premises. Lessee recognizes and understands in accepting this Lease that its interest therein may be subject to a possible 80 8

possessory interest tax that City or County may impose on such interest and that such tax payment shall be the liability of and be paid by Lessee.

10.3 Self-Generation Incentive Program.
(a) City shall use commercially reasonable efforts to apply for and cause Lessee to receive SGIP (as defined in Section 10.3(D) below) incentive funds, including by providing information necessary for Lessee to complete SGIP application paperwork, assisting Lessee to respond to SGIP-related questions from program administrators, etc.
(b) Lessee shall pay any required estimated rebate deposits and similar costs to the program administrator on behalf of City. City shall promptly provide notice to Lessee of any communications from any Governmental Authorities or SGIP administrators (including copies of all written communications) with respect thereto.
(c) City shall designate Lessee as the recipient of any and all SGIP incentive funds. If City receives any payment, distribution, refund or reimbursement of any deposits made by Lessee or SGIP incentive funds, City shall promptly forward such money to Lessee.
(d) “SGIP” means the California Public Utility Commission’s Self-Generation Incentive Program created pursuant to R.12-11-005 and all related CPUC decisions and rulings.

ARTICLE 11
CONTRACTORS, CONSULTANTS; WORK HOURS.

11.1 Contractors, Consultants.
(a) Any contractor or consultant engaged by Lessee to install, construct, operate or maintain the Facility must be properly licensed.
(b) Lessee agrees to advise the City of any contractors or consultants involved in the installation or construction of the Facility in advance of the commencement of the Construction Period, as defined in Exhibit F of this Lease. (c) Lessee is responsible for the conduct of its contractors and consultants, and any subcontractors thereto, and City shall have no contractual relationship with any such contractors or consultants.
(d) All Lessee’s contractors and consultants must carry public liability and property damage insurance, standard fire and extended coverage insurance, with vandalism and malicious mischief endorsements, during the period of construction consistent with requirements set forth in section 26 (Insurance). Such insurance shall contain waiver of subrogation clauses in favor of City and Lessee in accordance with the Provisions of Exhibit G (Insurance Requirements)

11.2 Work Hours.
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(a) Lessee shall cause all installation, construction, maintenance, or operations work to be performed as authorized by any Lessee permit for such work and in accordance with the City’s applicable codes. All such work shall be in a manner that does not unreasonably interfere with City and City’s employees, visitors, tenants, licensees and their customers to the extent commercially practicable. Except for emergency situations or unplanned outages, Lessee shall notify the Lease Administrator (as identified in Article 35) at least seventy-two (72) hours in advance of such work and schedule the activities in coordination with the City to reasonably minimize interference with use of the Property.

ARTICLE 12
OWNERSHIP OF FACILITY.

12.1 The Facility is the personal property of Lessee. Title to the Facility placed on the Premises by Lessee shall be held by Lessee during the Term. Notwithstanding anything to the contrary in this Lease, City and Lessee acknowledge and agree that the Facility is not a fixture or improvement to a City building and/or the Property, and City agrees that it will not claim, assert or assist any other entity in claiming or asserting that the Facility is a fixture or improvement to a City building and/or the Property.

12.2 In the event City exercises its Buyout Option, Lessee shall take whatever actions are reasonably necessary to transfer fee title ownership of the Facility to City, free and clear from any lien, or monetary or other encumbrances.

12.3 Should this Lease be terminated for any reason prior to the expiration of the Term, except in the event City exercises its Buyout Option, all of the Facility placed by Lessee on the Premises shall remain under the ownership of Lessee and shall be removed by Lessee in accordance with section 5.4 of this Lease.

12.4 City acknowledges and agrees that:
(a) The City has no ownership interest in the Facility (except in the event City exercises its Buyout Option), and Lessee is, and will remain throughout the Term, the exclusive legal, beneficial and tax owner and operator of the Facility; (b) The City and its authorized representatives and invitees shall not, without Lessee’s prior written approval, modify, alter, service, repair or shut down any part of the Facility, or impair or interrupt the generation, storage or discharge of energy by the Facility or transmission of energy from the Facility to the Delivery Point (as defined in the PPA) and shall not permit any other person to do so; provided, if the City reasonably determines that Lessee has failed to take prompt and/or reasonable action to prevent any imminent risk of damage or injury to any Person or any Person’s property, the City shall have the right to take such action as it reasonably deems necessary to prevent such damage or injury, and shall give Lessee Notice of such actions. Such action may include disconnecting and removing all or a portion of the Facility, or suspending the supply of energy from the Facility to the Delivery Point. In the event the City takes any such actions, directly or through a third party, Lessee shall reimburse the City for all such reasonable costs incurred by the City in taking such actions.
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(c) Notwithstanding the Facility’s presence on the Premises, as between the City and Lessee, Lessee is the exclusive owner of the energy generated by the Facility and owner of any environmental attributes and environmental incentives of the Facility; (d) The Facility may not be sold, leased, assigned, mortgaged, pledged or otherwise alienated or encumbered (collectively, a “Transfer”) with the fee interest or leasehold rights to the Property by City; and
(e) Nothing shall prevent or limit City’s right to Transfer the Property or the Premises; provided, however that:
(i) City agrees to give Lessee at least fifteen (15) days written notice prior to any Transfer of all or a portion of the Property identifying the transferee, the portion of the Property to be transferred and the proposed date of transfer; and
(ii) City agrees that this Lease and any right-of-way granted hereunder shall run with the Property and the Premises and survive any Transfer of the Property or the Premises.

ARTICLE 13
INSTALLATION AND CONSTRUCTION OF FACILITY BY LESSEE.

13.1 Installation of Facility.
(a) City Consent. City hereby consents to the installation on the Premises of the Facility by Lessee, as shown in Exhibit B (Description of Facility), subject to the conditions and obligations in this Lease Agreement.
(b) Installation and Work. Lessee shall be responsible for the installation of the Facility, including all costs associated with the installation of the Facility. (i) Lessee shall obtain, at no cost and expense to City, all Permits, and execute all agreements, necessary for the installation and operation of the Facility, including all permits as required by State and Local Codes and ordinances, including but not limited to Planning entitlements and building, electrical, and encroachment permits as applicable. Lessee is responsible for and City agrees to cooperate in Lessee’s seeking any and all Permits Lessee finds necessary or desirable for the installation of the Improvements. Lessee will carry out the activities set forth in this subsection in accordance with all applicable laws, rules, codes, ordinances, and emergency orders. (ii) Lessee shall carry out or cause to be carried out all construction, installation, maintenance, and repair work in a good, efficient and workmanlike manner. (iii) All installation and construction performed by or on behalf of Lessee shall materially and substantially conform to the plans, specifications, construction, and architectural standards contained in Exhibit B (Description of Facility), the siting, construction, and demolition plans approved by the City, and approved building permit(s) for the Facility. 83 11

(iv) All work shall be performed in a manner that complies with all applicable governmental permits, laws, ordinances, regulations, and emergency orders, and shall meet all other requirements contained in this Lease. (v) All work shall be conducted in a manner as will not unreasonably interfere with City’s operation or maintenance of the Property and the improvements thereon.
(vi) Lessee shall, and shall cause its contractors to, keep the Premises and Access Property reasonably clear of debris, waste, material and rubbish and to comply with reasonable safety procedures established by City for the conduct of business on the Premises.
(vii) Lessee shall keep the Premises free and clear of all claims and liens resulting from construction done by or for Lessee.
(c) As Built Plans. Lessee shall provide the Lease Administrator and the City’s Planning Department with a complete set of reproducible “as-built plans” reflecting actual construction within or upon the Premises upon completion of any: (i) new construction; (ii) structural alterations; or (iii) non-structural alterations costing more than twenty-five thousand dollars ($25,000).

ARTICLE 14
MAINTENANCE AND OPERATION OF FACILITY BY LESSEE.

14.1 Maintenance.
(a) City Responsibilities.
(i) Premises. City shall be responsible for the maintenance and repair of the overall Premises, other than the Facility, including main support systems not exclusively serving the Lessee’s Facility, such as electrical system repair, painting, structural repairs, and all maintenance of landscaped areas. (A) Relocation:
(1) City may request to move the Facility on a temporary basis to another location on the Property or to another site owned by City as necessary to perform City’s maintenance
responsibilities.
(2) For any such relocation that is required due to repair or maintenance work or another purpose unrelated to the
Facility, the City is responsible for all associated reasonable costs of removal and reinstallation and must proceed
diligently; provided, the City shall not be required to reimburse Lessee for any lost revenue under the PPA during the first thirty (30) days of such relocation, but shall reimburse Lessee for any lost revenues under the PPA in the event the Facility is uninstalled in excess of thirty (30) days 84 12

(except to the extent such additional delays are caused by Lessee).
(ii) Access Property. City shall maintain or cause to be maintained, including repair and replacement as necessary, the Access Property serving the Premises.
(b) Lessee Responsibilities.
(i) Lessee shall be solely responsible for the maintenance of the Facility.

Lessee shall maintain, at Lessee’s expense, the Facility, including all related equipment, furnishings, and trade fixtures upon the Premises in a safe, clean, wholesome, and sanitary condition required for the maintenance and operation of a first-class business of the type to be conducted pursuant to this Lease. Lessee agrees to promptly (and in no case later than within sixty (60) days written notice from City) restore the physical appearance and operational functionality of the Facility to such a condition, including paint, clean, and abate graffiti, to the reasonable satisfaction of City, and in compliance with all applicable laws, throughout the term of this Lease.

14.2 Facility Operation.
(a) Lessee shall be solely responsible for the operation of the Facility. Lessee’s obligation shall include, without limitation, the obligation to promptly make or pay (as determined by City) for any repairs to the Property or to the Premises to the extent the damage was directly caused by Lessee, its employees, agents, contractors or subcontractors.
(b) Lessee shall bear all risk of loss with respect to the Facility, except:
(i) As set forth elsewhere in this Lease; or
(ii) For actions or negligence by the City or its agents and employees. (c) Lessee shall operate the Facility so as to keep the Facility in good operating condition and repair, in compliance with all applicable laws, and in accordance with generally accepted practices of the electric industry, in general, and the solar generation industry in particular.
(d) Lessee shall operate the Facility in compliance with Prudent Industry Practices.

ARTICLE 15
RECORDS.

Lessee shall provide City with statistical data on any applicable Project Labor Agreement compliance and Lessee’s compliance with all prevailing wage requirements within sixty (60) days of a written request by City.

ARTICLE 16
SIGNS.
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Lessee shall not place, construct, maintain, or allow any signs upon the Property without prior written consent of City, which consent shall be at the City’s sole discretion.

ARTICLE 17
ALTERATIONS BY LESSEE.

Lessee shall not make any alterations or modifications to the Premises without obtaining the prior written consent of the Lease Administrator, which consent shall be at the City’s sole discretion.

Lessee may, at any time and at its sole expense, install and place business fixtures and equipment within the Premises provided such fixtures and installation have been reviewed and approved by the Lease Administrator, which consent shall be at the City’s sole discretion.

ARTICLE 18
PREVAILING WAGE.

18.1 Prevailing wage requirement. All employees hired by Lessee, and its contractors and subcontractors, that will perform construction work or provide services at the site related to construction of the Facility shall be paid wages at rates not less than those prevailing for workers performing similar work in the locality as provided by applicable California law, if any. Lessee’s prevailing wage obligations can be satisfied upon the execution of a project labor agreement related to construction of the Facility.

18.2 Targeted hire requirements. Lessee shall comply with the following targeted hire requirements:
(a) A minimum of 40% of all hours of project work shall be performed by Local Targeted Worker 1 with priority given to residents of Los Angeles and Ventura Counties.
(b) A minimum of 10% of all hours of Project Work shall be performed by Disadvantaged Workers2 whose primary place of residence is within Los Angeles and Ventura Counties.
(c) 60% of all Journeymen Wiremen working on the project shall be graduates of a state approved joint labor management electrical apprenticeship program. (d) At least 10% jobsite electrical workers shall be OSHA 30-hour General Industry Safety and Health Certified.
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(e) All Electrical Work3 will be performed by Journeymen Electricians, or Apprentices currently being trained in a California Approved Electrical Apprenticeship Program under the Supervision of a Journeyman Electrician.
(f) All Apprentices will be registered in a state of California approved apprenticeship program under the supervision of a certified electrician.

ARTICLE 19
REPRESENTATIONS AND WARRANTIES.

19.1 City represents and warrants that it has full right and authority to enter into this Lease and to perform all of City’s obligations hereunder and that all persons signing this Lease on its behalf are authorized to do so. Lessee represents and warrants that Lessee has full right and authority to enter into this Lease, and to perform all of Lessee’s obligations hereunder, and that all persons signing this Lease on its behalf are authorized to do so.

19.2 City represents and warrants that, on the Effective Date, (i) it owns fee title to the Property and is the sole owner of the Property (including the Premises), and (ii) City’s ownership of the Property (including the Premises) is subject to no Liens or exceptions to title other than Liens, if any, expressly disclosed in writing by City to Lessee prior to the Effective Date.

ARTICLE 20
HOLD HARMLESS; INDEMNIFICATION.

20.1 General Indemnification. Lessee agrees to protect, defend (with counsel acceptable to City), hold harmless and indemnify City, its City Council, commissions, officers, agents, volunteers, and employees from and against any claim, injury, liability, loss, cost, penalties, forfeiture, and/or expense and/or damage, however same may be caused, including all costs and reasonable attorney’s fees in providing a defense to any claim a arising from Lessee’s or its contractors, consultants, agents, or assigns negligent, reckless, or wrongful acts, errors, or omissions with respect to or in any way connected with this Lease together with reasonable attorneys’ fees and all costs and expenses reasonably incurred by City in negotiating, settling, defending or otherwise protecting against such claims. This indemnity shall be in addition to the Hazardous Materials Indemnity and Indemnity for claims arising out of construction contained in this Lease and shall survive the expiration of or early termination of the Lease Term.

20.2 Indemnity for Claims Arising Out of Construction. Lessee agrees to protect, defend (with counsel acceptable to City), hold harmless and indemnify City, its City Council, commissions, officers, agents, volunteers, and employees from and against any claim, injury, liability, loss, cost, penalties, forfeiture, and/or expense or damage arising out of work performed on the Property by Lessee or its contractors, consultants, agents or assigns, 87 15
together with reasonable attorneys’ fees and all costs and expenses reasonably incurred by City in negotiating, settling, defending or otherwise protecting against such claims.

20.3 Hazardous Materials Indemnity.

Lessee shall protect, defend (with counsel acceptable to City), hold harmless, and indemnify the City, its City Council, commissions, officers, agents, volunteers, and employees from and against any and all claims, injuries, liabilities, costs, penalties, forfeitures, losses, and/or expenses or damages, including without limitation, diminution in value of the Property or Premises, damages for the loss or restriction on use of the rentable or usable space or of any amenity of the Property or Premises, damages arising from any adverse impact or marketing of the Property or Premises and sums paid in settlement of claims, response costs, cleanup costs, site assessment costs, attorneys’ fees, consultant and expert fees, judgments, administrative rulings or orders, fines, costs of death of or injury to any person, or damage to any property whatsoever (including, without limitation, groundwater, sewer systems, and atmosphere), arising from, caused, or resulting, either prior to or during the Lease Term, in whole or in part, directly or indirectly, by the presence or discharge in, on, under, or about the Property by Lessee, Lessee’s agents, employees, licensees, or invitees or at Lessee’s direction, of Hazardous Material, or by Lessee’s failure to comply with any law applicable to the use, storage or disposal of Hazardous Materials, whether knowingly or by strict liability. For purposes of the indemnity provided herein, any acts or omissions of Lessee or its employees, agents, customers, sublessees, assignees, contractors, or subcontractors of Lessee (whether or not they are negligent, intentional, willful or unlawful) shall be strictly attributable to Lessee.

Lessee’s indemnification obligations shall include, without limitation, and whether foreseeable or unforeseeable, all costs of any required or necessary Hazardous Materials management plan, investigation, repairs, cleanup or detoxification or decontamination of the Property or Site, and the presence and implementation of any closure, remedial action or other required plans, and shall survive the expiration of or early termination of the Lease Term.

City shall protect, defend (with counsel acceptable to Lessee), hold harmless, and indemnify the Lessee, its officers, agents, and employees from and against any and all claims, injuries, liabilities, costs, penalties, forfeitures, losses, and/or expenses or damages, including without limitation, damages for the loss or restriction on use of the rentable or usable space or of any amenity of the Property or Premises, damages arising from any adverse impact or marketing of the Property or Premises and sums paid in settlement of claims, response costs, cleanup costs, site assessment costs, attorneys’ fees, consultant and expert fees, judgments, administrative rulings or orders, fines, costs of death of or injury to any person, or damage to any property whatsoever (including, without limitation, groundwater, sewer systems, and atmosphere), arising from, caused, or resulting, either prior to or during the Lease Term, in whole or in part, directly or indirectly, by the presence or discharge in, on, under, or about the Property by City of Hazardous Material, or by City’s failure to comply with any law applicable to the use, storage or disposal of Hazardous Materials, whether knowingly or by strict liability. For purposes of the indemnity provided herein, any acts or omissions of City (whether or not they are negligent, intentional, willful or unlawful) shall be strictly attributable to City. City’s indemnification obligations shall include, without limitation, and whether foreseeable or unforeseeable, all costs of any required or necessary Hazardous Materials management plan, investigation, repairs, 88 16
cleanup or detoxification or decontamination of the Property or Site, and the presence and implementation of any closure, remedial action or other required plans, and shall survive the expiration of or early termination of the Lease Term.

20.4 Waiver of Claims. Lessee waives any claims against City for injury to Lessee’s business or any loss of income therefrom, for damage to Lessee’s property, or for injury or death of any person in or about the Property, from any cause whatsoever, except to the extent caused by City’s active negligence or willful misconduct.

20.5 Notice. Each Party shall give the Other Party prompt written notice of any claim or liability indemnified against under this Lease.

ARTICLE 21
CASUALTY DAMAGE; FORCE MAJEURE.

21.1 Subject to section 21.2 below, if the Premises, or any building or structure within or upon which the Facility is installed (“Building”), is damaged by fire, flood, earthquake, tornado, or other casualty (collectively “Casualty”), to such extent that material restoration can, in City’s estimation, be reasonably completed within six (6) months of the date of the Casualty, this Lease shall not terminate. Provided that insurance proceeds are received by City to fully repair the damage (if City is insured) or if City allocates adequate funding to fully repair the damage, City shall proceed to rebuild and repair the Premises and Building diligently and in the manner determined by City (provided City shall make available to Lessee not less than the same area and access to sunlight as existed prior to the Casualty), except that City shall not be required to rebuild, repair or replace any part of the Facility.

If City chooses not to rebuild, repair or replace any part of the Facility, the Lease shall terminate, and City shall pay Lessee the applicable Termination Payment.

21.2 If all or a substantial part of the Premises or the Building is damaged any Casualty so as to render the use of the Premises unsuitable for the Permitted Use as determined by a qualified engineering consultant retained by Lessee and reasonably acceptable to the City, or if, in the City’s estimation, material restoration cannot be completed within six (6) months of the date of the casualty, then either Party may elect to terminate this Lease on not less than thirty (30) days’ prior notice to the other Party. If neither Party elects to terminate this Lease pursuant to the previous sentence, provided that insurance proceeds are received by City to fully repair the damage (if City is insured) or if City allocates adequate funding to fully repair the damage, City shall proceed to rebuild and repair the Premises and Building diligently and in the manner determined by City (provided City shall make available to Lessee not less than the same area and access to sunlight as existed prior to the Casualty), except that City shall not be required to rebuild, repair or replace any part of the Facility.

If City chooses not to rebuild, repair or replace any part of the Facility, the Lease shall terminate, and City shall pay Lessee the applicable Termination Payment.

21.3 Notwithstanding anything herein to the contrary, if the Premises or Building are damaged or destroyed and are not fully covered by the insurance proceeds received by City or if the holder of any indebtedness secured by a mortgage or deed of trust covering the Premises requires that the insurance proceeds be applied to such indebtedness or if the City does not allocate adequate funding to fully repair the damage, then in such cases, City shall have the right to terminate this Lease by delivering written notice of termination to Lessee within thirty (30) days after the date of notice to Lessor that said damage or destruction is not fully 89 17
covered by insurance or such requirement is made by any such holder or adequate funding is not allocated, as the case may be, whereupon this Lease shall terminate. Upon termination pursuant to this section, City shall pay Lessee the applicable Termination Payment.

21.4 Waiver. This section 21.4 shall be Lessee’s sole and exclusive remedy in the event of damage or destruction to the Premises or the Building. As a material inducement to City entering into this Lease, Lessee hereby waives any rights it may have under sections 1932, 1933(4), 1941, or 1942 of the California Civil Code with respect to any destruction of the premises, City’s obligation for tenantability of the Premises and Lessee’s right to make repairs and deduct the expenses of such repairs, under any similar law, statute or ordinance now or hereafter in effect.

21.5 Force Majeure. Force Majeure shall excuse the performance by Lessee for a period equal to the prevention, delay, or stoppage.

ARTICLE 22
ASSIGNMENT AND SUBLETTING.

22.1 City’s Consent Required.
(a) No Assignment Without Consent.
(i) Except as provided below in this Article 22, Lessee shall neither assign this Lease, nor any interest therein, and shall neither sublet nor encumber the Premises or any part thereof, nor any right or privilege appurtenant thereto, nor allow or permit any other person(s) to occupy or use the Premises, or any portion thereof, without the prior written consent of City, which consent shall not be unreasonably withheld, conditioned or delayed; provided, Lessee may assign its rights and obligations hereunder without City’s prior consent to (i) any Affiliate of Lessee; (ii) any Person that results from a merger of, reorganization of, or consolidation with Lessee or Lessee’s Affiliate; (iii) any Person that acquires all or substantially all of the stock or assets of Lessee or Lessee’s Affiliate, provided that such person’s creditworthiness is equal to or greater than that of Lessee, as reasonably determined by the City; or (iv) as collateral to Lessee’s financing parties as set forth in Section 22.1(b)(ii), so long as Lessee provides written notice of such assignment to City within thirty (30) days of such assignment. (ii) Any assignment, subletting, encumbrances, occupation, or use contrary to the provisions of this Lease shall be void and shall constitute breach of this Lease. City may assign any of its rights hereunder without notice to Lessee. (iii) At City’s request, Lessee shall promptly deliver financial statements, information and other evidence satisfactory to City regarding any proposed assignment or change of control under this Article 22.
(b) Consent.
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(i) Any direct or indirect change of control of Lessee (whether voluntary or by operation of law) shall be deemed an assignment and shall be subject to the same consent conditions set forth in Section 22.1(a)(i). (ii) Subject to the provisions of this Section 22.1, Lessee shall be permitted to assign this Lease as collateral for any financing or refinancing of the Facility without the prior consent of the City. In connection with any financing or refinancing of the Facility by Lessee, City shall in good faith work with Lessee and Lessee’s financing party to execute a consent to collateral assignment of the Lease in a form substantially similar to the form of “Lender Consent and Agreement” attached hereto as Exhibit H.4 (c) Reserved.
(d) Assignment.
(i) Written notification of any assignment or transfer of this Lease shall be given to the City or Lessee (as applicable).
(ii) This Lease shall be binding upon any permitted assignee or successor of Lessee.
(iii) Consent by City to one assignment, subletting, occupation or use by another person shall not be deemed to be consent to any subsequent assignment, subletting, occupation or use by another person.
(iv) No assignment, subletting, or encumbrance by Lessee shall release it from or in any way alter any of Lessee’s obligations under this Lease.

22.2 Hazardous Materials. Without limiting City's authority to withhold its consent in other circumstances, it shall not be unreasonable for City to withhold its consent to an assignment or sublet to a proposed assignee or sublessee if:
(a) Any anticipated use of the Property by any proposed assignee or sublessee involves the generation or storage, use, treatment, disposal, or release of Hazardous Material in any manner or for any purpose, except, however, that the proposed assignee may install, operate, and maintain the Facility in accordance with the terms of this Lease; (b) The proposed assignee or sublessees has been required by any prior landlord, lender, or governmental authority to take remedial action in connection with Hazardous Material contamination at a property, if the contamination resulted from such assignee or sublessee's action, omission or other use of the property in question; or,

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(c) The proposed assignee or sublessee is subject to an enforcement order issued by any governmental authority in connection with the release, use, disposal or storage of a Hazardous Material.

22.3 No Release of Lessee. No subletting or assignment as approved by City shall release Lessee of Lessee’s obligation or alter the primary liability of Lessee to perform all obligations by Lessee hereunder. The acceptance of consideration by City from any other person shall not be deemed to be a waiver by City of any provision hereof. In the event of default by any assignee of Lessee or any successor of Lessee in the performance of any of the terms hereof, City may proceed directly against Lessee without the necessity of exhausting remedies against said assignee.

ARTICLE 23
EVENT OF DEFAULT; REMEDIES.

23.1 Event of Default. The occurrence of any one or more of the following events shall constitute a material default, or breach of this Lease by Lessee (“ Lessee Event of Default”):
(a) Failure to Make Payments. Failure by Lessee to make any payment required to be made by Lessee hereunder, where such failure continues for a period of ten (10) business days after City provides Lessee with written notice thereof. (b) Failure to Satisfy Lease Obligations. Failure by Lessee to observe or perform any of the Representations and Warranties set forth in section 19 of this Lease or any of the material covenants, conditions or provisions of this Lease in any material respect where such failure shall continue for a period of thirty (30) days after City provides Lessee with written notice thereof; provided, however, that if the nature of Lessee’s failure is such that more than thirty (30) days are reasonably required for its cure, then a Lessee Event of Default shall not have occurred if Lessee demonstrates to City’s reasonable satisfaction that it has commenced such cure within said thirty (30) day period and thereafter diligently prosecutes such cure to completion. Notwithstanding the foregoing, a Lessee Event of Default shall not occur under this section 23.1(B) if the failure to observe or perform any of the Representations and Warranties set forth in section 19 of this Lease or any of the material covenants, conditions or provisions of this Lease in any material respect is caused by an error or omission of an administrative or operational nature. (c) Assignment to Creditors: Debtor Status; Bankruptcy and Seizure. (i) Making, by Lessee, of any general arrangement or assignment for the benefit of creditors;
(ii) Becoming a “Debtor” as defined in 11 U.S.C. §101, as the same may be amended from time to time, (unless, in the case of a petition filed against Lessee, the same is dismissed within sixty (60) days);
(iii) The appointment of a bankruptcy trustee or receiver to take possession of all or substantially all of Lessee’s assets located at or on the Premises or of Lessee’s interest in this Lease where possession is not restored to Lessee 92 20
within thirty (30) days; or the attachment, execution or other judicial seizure of all or substantially all of Lessee’s assets located at or on the Premises, including the Facility, or of Lessee’s interest in this Lease, where such seizure is not discharged within thirty (30) days.
(d) Reserved.
(e) Reserved.
(f) Reserved.

23.2 Lessor Event of Default. The occurrence of any one or more of the following events shall constitute a material default, or breach of this Lease by City (“Lessor Event of Default”):
(a) Failure to Make Payments. Failure by City to make any payment required to be made by City hereunder, where such failure continues for a period of ten (10) business days after Lessee provides City with written notice thereof. (b) Failure to Satisfy Lease Obligations. Failure by Lessor to observe or perform any of the Representations and Warranties set forth in section 19 of this Lease or any of the material covenants, conditions or provisions of this Lease in any material respect where such failure shall continue for a period of thirty (30) days after Lessee provides Lessor with written notice thereof; provided, however, that if the nature of Lessor’s failure is such that more than thirty (30) days are reasonably required for its cure, then a Lessor Event of Default shall not have occurred if Lessor demonstrates to Lessee’s reasonable satisfaction that it has commenced such cure within said thirty (30) day period and thereafter diligently prosecutes such cure to completion. Notwithstanding the foregoing, a Lessor Event of Default shall not occur under this section 23.2(B) if the failure to observe or perform any of the Representations and Warranties set forth in section 19 of this Lease or any of the material covenants, conditions or provisions of this Lease in any material respect is caused by an error or omission of an administrative or operational nature. (c) Assignment to Creditors: Debtor Status; Bankruptcy and Seizure. (i) Making, by Lessor, of any general arrangement or assignment for the benefit of creditors;
(ii) Becoming a “Debtor” as defined in 11 U.S.C. §101, as the same may be amended from time to time, (unless, in the case of a petition filed against Lessor, the same is dismissed within sixty (60) days);
(iii) The appointment of a bankruptcy trustee or receiver to take possession of all or substantially all of Lessor’s assets located at or on the Premises or of Lessor’s interest in this Lease where possession is not restored to Lessor within thirty (30) days; or the attachment, execution or other judicial seizure of all or substantially all of Lessor’s assets located at or on the Property or of Lessor’s interest in this Lease, where such seizure is not discharged within thirty (30) days.
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23.3 Lessee Remedies. In the event of any Lessor Event of Default under this Lease, Lessee shall have the right to terminate this Lease upon written notice to Lessor. In the event of an early termination pursuant to this Section 23.3, Lessor shall pay to Lessee, within thirty (30) days of such termination, the applicable Termination Payment.

23.4 Termination of PPA. Any termination of the PPA shall cause this Lease to automatically terminate upon such termination of the PPA, in which case neither Party shall have any liability to the other except for any such liabilities that may have accrued prior to such termination.

23.5 Remedies of City. In the event of any Lessee Event of Default, City may at any time thereafter, following any notice required by statute, and without limiting City in the exercise of any right or remedy which City may have by reason of such Event of Default or breach:
(a) Termination. Terminate Lessee’s right to possession of the Property by any lawful means, in which case this Lease shall terminate and Lessee shall immediately surrender possession of the Premises, but not the Facility, to City. City shall not be required to pay any Termination Payment to Lessee. In such event, City shall be entitled to recover from Lessee all damages incurred by City by reason of the Event of Default or breach, including but not limited to:
(i) The cost of recovering possession of the Premises;
(ii) Expenses for disposing of the Facility;
(iii) Expenses of reletting, including necessary renovation and alteration of the Property and the Facility; and
(iv) Reasonable attorneys’ fees.
(b) Continue Lease. Maintain Lessee’s right to possession, in which case this Lease shall continue in effect whether or not Lessee shall have abandoned the Premises.

In such event, City shall be entitled to enforce all of City's rights and remedies under this Lease, including the right to recover fees and payments as they become due hereunder.
(c) Other Remedies. Pursue any other remedy now or hereafter available to City under the laws or judicial decisions of the State of California. City shall have all remedies provided by law and equity.

23.6 No Relief from Forfeiture After Event of Default. Lessee waives all rights of redemption or relief from forfeiture under California Code of Civil Procedure sections 1174 and 1179, and any other present or future law, in the event Lessee is evicted or City otherwise lawfully takes possession of the Property by reason of any Event of Default or breach of this Lease by Lessee.

23.7 Disposition of Abandoned Personal Property. If the Lessee fails to remove any personal property belonging to Lessee from the Property within ninety (90) days after of the expiration or termination of this Lease, such personal property shall at the option of City 94 22
be deemed to have been transferred to City. City shall have the right to remove and to dispose of such personal property without liability to Lessee or to any person claiming under Lessee, and the City shall have no need to account for such personal property.

ARTICLE 24
INTEREST ON PAST-DUE OBLIGATIONS.

Except as expressly provided herein, any amount not paid when due shall bear interest at the lesser of ten percent (10%) per year or the maximum rate then allowable by law from the date due.

ARTICLE 25
HOLDING OVER.

If Lessee remains in possession of the Premises or any part thereof after the expiration of the Term, such occupancy shall be a tenancy from month-to-month with all the obligations of this Lease applicable to Lessee. Nothing contained in this Lease shall give to Lessee the right to occupy the Premises after the expiration of the term, or upon an earlier termination for breach.

ARTICLE 26
INSURANCE.

26.1 Lessee’s responsibility for the Premises pursuant to this Lease begins immediately upon the Effective Date. Lessee, at its sole cost and expense, and at no cost to City, shall purchase and maintain in full force and effect during the entire term of this Lease insurance coverage in amounts and in a form as set forth in Exhibit G (Insurance Requirements) attached hereto and incorporated herein by reference. Said policies shall be maintained with respect to Lessee’s employees, if any, and all vehicles operated on the Property. The policies shall include the required endorsements, certificates of insurance and coverage verifications as described in Exhibit G (Insurance Requirements).

26.2 Lessee shall deposit with the Lease Administrator, on or before the Effective Date of this Lease, certificates of insurance necessary to satisfy City that the insurance provisions of this Lease have been complied with, and to keep such insurance in effect and the certificates therefore on deposit with City during the entire term of this Lease. Should Lessee not provide evidence of such required coverage at least three (3) days prior to the expiration of any existing insurance coverage, City may purchase such insurance, on behalf of and at the expense of Lessee to provide six months of coverage.

26.3 The Lease Administrator shall notify Lessee in writing of changes in the insurance requirements. If Lessee does not deposit copies of acceptable insurance policies with City incorporating such changes within sixty (60) days of receipt of such notice, or in the event Lessee fails to maintain in effect any required insurance coverage, Lessee shall be in default under this lease without further notice to Lessee. Such failure shall constitute a material breach and shall be grounds for immediate termination of this Lease at the option of City.

26.4 The procuring of such required policy or policies of insurance shall not be construed to limit Lessee’s liability hereunder nor to fulfill the indemnification provision and requirements of this Lease. Notwithstanding the policy or policies of insurance, Lessee shall be obligated for the full and total amount of any damage, injury, or loss caused by or connected with this Lease or with use or occupancy of the Premises. 95 23

26.5 City Insurance. Upon Lessee’s request, City shall deliver to Lessee certificates of insurance evidencing the City’s insurance coverage for the Premises , which may be through self-insurance or risk pool. All such insurance maintained by City shall be for the exclusive benefit of City and Lessee shall have no right or interest therein.

ARTICLE 27
EMINENT DOMAIN.

27.1 If all of the Premises is condemned by a public entity in the lawful exercise of its power of eminent domain, this Lease shall cease. The date of such termination shall be the effective date of possession of the Premises by the condemning public entity.

27.2 If only a part of the Premises is condemned and the condemnation of that part does not substantially impair the capacity of the remainder to be used for the Permitted Uses, Lessee shall continue to be bound by the terms, covenants, and conditions of this Lease. If the condemnation of a part of the Premises substantially impairs the capacity of the remainder to be used for the Permitted Uses, Lessee may:
(a) Terminate this Lease and thereby be absolved of obligations under this Lease which have not accrued as of the date of possession by the condemning public entity; or (b) Continue to occupy the remaining Premises and thereby continue to be bound by the terms, covenants and conditions of this Lease.
(c) Lessee shall provide City with written notice advising City of Lessee’s choice within thirty (30) days of possession of the part condemned by the condemning public entity.

27.3 City shall be entitled to and shall receive all compensation related to the condemnation, except that Lessee shall be entitled to:
(a) That portion of the compensation which represents the value for the remainder of the Lease term of any Lessee-constructed improvements taken by the condemning public entity, which amount shall not exceed the actual cost of such improvements reduced in proportion to the relationship of the remaining Lease term to the original Lease term, using a straight line approach; and
(b) Any amount specifically designated as a moving allowance or as compensation for Lessee's personal property.
(c) Any applicable Termination Payment.

27.4 In the event of condemnation, Lessee shall have no claim under the Lease against the City for the value of any unexpired term of this Lease except as set forth in section 27.3.

ARTICLE 28
DISPUTE RESOLUTION.

28.1 Unless otherwise mutually agreed to, any controversies between Lessee and City regarding the construction or application of this Lease, and claims arising out of this Lease or its 96 24
breach shall be submitted to mediation within thirty (30) days of the written request of one Party after the service of that request on the other Party.

28.2 The Parties may agree on one mediator. If they cannot agree on one mediator, the Party demanding mediation shall request the Superior Court of Ventura County to appoint a mediator. The mediation meeting shall not exceed one day (eight (8) hours). The Parties may agree to extend the time allowed for mediation under this Lease.

28.3 The costs of mediation shall be borne by the Parties equally.

28.4 Mediation under this section is a condition precedent to filing an action in any court. In the event of litigation arising out of any dispute related to this Lease, the Parties shall each pay their respective attorney’s fees, expert witness costs and cost of suit, regardless of the outcome of the litigation.

ARTICLE 29
NON-LIABILITY OF OFFICIALS AND EMPLOYEES OF THE CITY.

No official or employee of City shall be personally liable for any default or liability under this agreement.

ARTICLE 30
NON-DISCRIMINATION.

Lessee covenants by and for itself, its successors, executors, administrators and assigns, and all persons claiming under or through it, and this Agreement is made and accepted upon and subject to the condition that there shall be no discrimination against or segregation of any person or group of persons, on account or race, color, creed, religion, sex, sexual orientation, marital status, national origin, actual or perceived gender identity, ancestry or disability in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the Premises.

ARTICLE 31
CONFLICT OF INTEREST.

31.1 Lessee shall at all times avoid conflict of interest or appearance of conflict of interest in performance under this Lease. Lessee warrants and covenants that no official or employee of City nor any business entity in which any official or employee of City is interested:
(a) Has been employed or retained to solicit or aid in the procuring of this Lease; or (b) Will be employed in the performance of this Lease without the divulgence of such fact to City.

31.2 In the event that City determines that the employment of any such official, employee or business entity is not compatible with such official’s or employee’s duties as an official or employee of City, Lessee upon request of City shall immediately terminate such employment.

31.3 Violation of this provision constitutes a serious breach of this Lease and City may terminate this Lease as a result of such violation.
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ARTICLE 32
MEMORANDUM OF LEASE.

Following execution of this Lease, either Party, at its sole expense, shall be entitled to record the Memorandum of Lease in the form attached hereto as Exhibit I (Memorandum of Lease) in the official records of Ventura County, which Memorandum shall be executed contemporaneously with this Lease. Upon termination or expiration of this Lease, Lessee shall execute and record a quitclaim deed as to its leasehold interest.

ARTICLE 33
ESTOPPEL CERTIFICATE; FINANCING.

33.1 Each Party shall, from time to time, upon at least thirty (30) days prior written notice from the other Party, execute, acknowledge and deliver to the requesting Party a written instrument, in form and substance reasonably acceptable to such requesting Party, certifying to such requesting Party, or any other Person specified by such requesting Party (including any financing party of Lessee): (i) that this Lease is unmodified and in full force and effect, or if there has been any modification, that the same is in full force and effect as so modified, and identifying any such modification, and the date to which charges under the Lease, if any, have been paid; (ii) whether or not to the knowledge of such Party there are then existing any offsets or defenses in favor of such Party against enforcement of any of the terms, covenants and conditions of this Lease and, if so, specifying the same and also whether or not to the knowledge of such Party the requesting Party has observed and performed all of the terms, covenants and conditions on its part to be observed and performed, and if not, specifying the same; and (iii) such other information as may be reasonably requested by the requesting Party.

33.2 Lessor agrees and acknowledges that Lessee may elect to finance all or any portion of the Facility, including by utilizing tax equity or cash equity investment and/or through a portfolio financing, which may include cross-collateralization or similar arrangements. In connection with any financing or refinancing of the Facility, Lessor shall execute and deliver such further consents, approvals and acknowledgments as may be reasonable and necessary to facilitate such transactions; provided, Lessor shall not be required to agree to any terms or conditions which are reasonably expected to have a material adverse effect on Lessor and all reasonable attorney’s fees incurred by Lessor in connection therewith shall be borne by Lessee.

ARTICLE 34
LIENS.

34.1 Lessee agrees at its sole cost and expense to keep the Premises and Facility free and clear of any and all claims, levies, liens, encumbrances, or attachments arising out of or related to charges by contractors, subcontractors and suppliers supplying goods or services to Lessee for work or services performed, materials or supplies furnished or obligations incurred by or on behalf of Lessee. Notwithstanding the Facility’s presence on the Premises, Lessee shall not directly or indirectly cause, create, incur, assume or suffer to exist any mortgage, pledge, lien (including mechanics’, labor or materialman’s lien), charge, security interest, encumbrance or claim (collectively, “ Liens”) on or with respect to the Premises or any interest therein. Lessee also shall pay promptly before a fine or penalty may attach to the Premises any taxes, charges or fees of whatever type of any 98 26
payments for which Lessee is responsible. Provided that Lessee complies with the preceding provisions of this Section 34.1, Lessee may grant or incur Liens on the Facility in connection with a financing permitted under Section 33.2.

34.2 If Lessee shall not, within ten (10) days following the imposition of any such Lien, cause the same to be released of record by payment or posting of a proper bond, City shall have, in addition to all other remedies provided herein and by law, the right, but not the obligation, to cause the same to be released by such means as City shall deem proper, including payment of the claim giving rise to such Lien. All sums paid by City on behalf of Lessee and all expenses incurred by City in connection therefore shall be payable to City by Lessee on demand with interest at the applicable interest rate.

34.3 The City shall not directly or indirectly cause, create, incur, assume or allow to exist any Lien on, affecting or with respect to the Facility (including any constituent element or component thereof) or any interest therein. The City shall immediately notify Lessee of the existence of any such Lien and shall promptly cause the same to be discharged and released of record without cost to Lessee. The City covenants and agrees to use commercially reasonable efforts to obtain a subordination, nondisturbance and attornment agreement, in form and substance reasonably satisfactory to Lessee, from each holder of any indebtedness secured by a mortgage or deed of trust covering the Premises during the Term.

ARTICLE 35
NOTICES.

35.1 All notices to the Parties shall, unless otherwise requested in writing, be sent as follows:
(a) To City:

City of Oxnard
Attn: Alexander Nguyen
214 South C Street
P: 805-385-8209
Email: [email protected]
(b) To Lessee:

Coast Energy
840 Apollo Street, Suite 351
El Segundo, CA 90245
With a copy to: [email protected]; [email protected]

35.2 Any notice required or permitted to be given under this Lease must be in writing and may be given by personal delivery, certified mail, or overnight express delivery service. Notices shall be deemed communicated immediately if personally delivered. Notices shall be 99 27
deemed communicated within forty-eight (48) hours after the time of mailing if mailed by certified mail, and within twenty-four (24) hours if mailed by express delivery service, excluding Saturdays, Sundays, and holidays. Any such notice shall be deemed sufficiently given if addressed to City or Lessee at the address specified above. Either Party may specify a different address for notice purposes or specify that a copy of any notice given to such Party be concurrently given to another person, by giving appropriate notice to the other Party.

ARTICLE 36
MISCELLANEOUS.

36.1 Time. Time shall be of the essence in this Lease.

36.2 Amendments. No alteration or variation of the terms of this Lease shall be valid unless made in writing and signed by the Parties to this Lease.

36.3 Surrender of Lease Not Merger. The voluntary or other surrender of this Lease by Lessee, or a mutual cancellation thereof, shall not work a merger, and shall, at the option of City, terminate all or any existing subleases or subtenancies, or may, at the option of City, operate as an assignment of any and all such subleases or subtenancies.

36.4 Integrated Document. This Lease, including any Exhibits attached hereto, embodies the entire agreement between City and Lessee. No other understanding, agreements, conversations or otherwise, with any officer, agent or employee of City prior to execution of this Lease shall affect or modify any of the terms or obligations contained in any documents comprising this Lease. Any such verbal agreement shall be considered as unofficial information and in no way binding upon City. All agreements with City are subject to approval of the City Council before City shall be bound thereby.

36.5 Waiver. Waiver by City of one or more conditions of performance, of an Event of Default, or of any breach of a condition under this Lease shall not be construed as a waiver of any other condition of performance or subsequent Events of Default or breaches. The subsequent acceptance by a Party of the performance of any obligation or duty by another Party shall not be deemed to be a waiver of any term or condition of this Lease. The exercise of any remedy, right, option or privilege hereunder by City shall not preclude City from exercising the same or any and all other remedies, rights, options and privileges hereunder and City’s failure to exercise any remedy, right, option or privilege at law or equity, or otherwise which City may have, shall not be construed as a waiver.

36.6 Severability. If any provision of this Lease is held to be illegal, invalid or unenforceable in full or in part, for any reason, then such provision shall be modified to the minimum extent necessary to make the provision legal, valid and enforceable, and the other provisions of this Lease shall not be affected thereby.

36.7 No Construction Against Drafting Party. The Parties agree that this Lease shall be fairly interpreted in accordance with its terms without any strict construction in favor of or against any other Party.

36.8 Governing Law. This Lease shall be governed and construed in accordance with the statutes and laws of the State of California.
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28 36.9 Venue. In the event that suit shall be brought by any Party to this Lease, the Parties agree that venue shall be exclusively vested in the state courts of the County of Ventura.

36.10 Compliance with Laws. The Parties hereto shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local governments in the performance of their rights, duties and obligations under this Lease.

36.11 Counterparts. Any number of counterparts of this Lease may be executed and each shall have the same force and effect as the original.

36.12 No Third-Party Beneficiaries. Nothing in this Lease shall provide any benefit to any third party or entitle any third party to any claim, cause of action, remedy or right of any kind, it being the intent of the Parties that this Lease shall not be construed as a third-party beneficiary contract.

36.13 Survival. Any provision of this Lease that expressly or by implication comes into or remains in full force following the termination or expiration of this Lease, including, without limitation section 20 (Hold Harmless/Indemnification) shall survive termination or expiration of this lease.
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30 EXHIBIT A

DESCRIPTION OF THE PROPERTY
Oxnard Service Center
Property located in Ventura County, California
The Northerly 144.00 feet of the Westerly 142.50 feet of Block 9 as designated and delineated upon that certain map entitled Map No. 4 of the Town of Oxnard and North Addition to the Town of Oxnard, in the City of Oxnard, County of Ventura, recorded in Book 5 of Miscellaneous (Maps) Records, at page 9, in the office of the County Recorder of said County.

AND BEING the same property conveyed to the City of Oxnard from the County of Ventura by Grant Deed dated February 4, 1999 and recorded March 11, 1999 in Instrument # 99-047079 and by grant to the City of Oxnard dated February 23, 1999 and recorded March 11, 1999 in Instrument No. 99-047078.

Tax Parcel No. 202-0-091-390
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31 EXHIBIT B

DESCRIPTION OF THE FACILITY
The Facility will be made up of: Hanwha QCells PV Panels, Sinexcel PCS/Inverters, and Ampace LFP Battery.

Guaranteed Capacity: 336.86 kW of total Facility Capacity Guaranteed Storage Capacity: 175.5 kW of Installed Storage Capacity at four (4) hours of continuous discharge
Demand Response Capacity: 75 kW of Installed Storage Capacity at four (4) hours of continuous discharge
Guaranteed PV Capacity: 161.36 kW of Installed PV Capacity 104
32 EXHIBIT C

DEFINITIONS

1. “Access Property ” means a non-exclusive right-of-way for vehicular and pedestrian ingress and egress to the Premises to the extent required by Lessee to install, maintain, operate, and remove the Facility, as mutually agreed upon by the Parties.

2. “Affiliate” of a specified Person means any Person that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with, such specified Person. As used in this definition of Affiliate, the term “control” of a specified Person including, with correlative meanings, the terms, “controlled by” and “under common control with,” means (a) the ownership, directly or indirectly, of more than 50% of the equity interest in a Person or (b) the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

3. “Business Day” means any day other than Saturday, Sunday, or dates the City is closed for a federal, California, or City holiday.

4. “Commercial Operation ” means the Facility is fully operational, reliable and interconnected, fully integrated and synchronized with the Transmission System.

5. “Commercial Operation Date ” means the date on which Commercial Operation of the Facility begins as certified by Lessee in compliance with the PPA.

6. “Force Majeure ” means (a) natural phenomena, such as storms, hurricanes, floods, lightening and earthquakes; (b) explosions or fires arising from lightening or other causes unrelated to the acts or omissions of the Lessee; (c) acts of war or public disorders, civil disturbances, riots, insurrection, sabotage, epidemic, terrorist acts, or rebellion; and (d) acts of God. Force Majeure shall not include equipment failures or acts or omissions of Lessee’s agents, suppliers or subcontractors, except to the extent such acts or omissions arise from Force Majeure. Changes in prices for electricity or solar or storage equipment shall not constitute Force Majeure. In the event any work performed by Lessee or Lessee’s contractors results in a strike, lockout, and/or labor dispute, such strike, lockout, and/or labor dispute shall not be considered Force Majeure.

7. “Facility” means the integrated system for the generation and storage of electricity from solar energy to be installed, maintained, and operated by Lessee at the Premises in accordance with the specifications set forth in Exhibit B (Description of Facility), consisting of, without limitation, photovoltaic panels, battery energy storage systems, and associated equipment including, without limitation, controls, meters, switches, connections, conduit, wires and connections, mounting substrates or supports, power inverters, metering and service equipment, and utility interconnections.

8. “Hazardous Materials” means any toxic or hazardous substance, material or waste or any pollutant or contaminant, or infectious or radioactive material, including but not limited to, those substances, materials, or wastes regulated now or in the future under any of the following statutes or regulations and any and all of those substances included within the definitions of "hazardous substances", "hazardous waste", "hazardous chemical substance or mixture", "imminently hazardous chemical substance or mixture," ''toxic substances," 105
33 "hazardous air pollutant", "toxic pollutant" or "solid waste" in the: CERCLA or Superfund as amended by SARA, 42 U.S.C. Sec. 9601 et seq., RCRA, 42 U.S.C. Sec. 6901 et seq., CWA., 33 U.S.C. Sec. 1251 et seq., CAA, 42 U.S.C. 78401 et seq., TSCA, 15 U.S.C. Sec. 2601 et seq., the Refuse Act of 1899, 33 U.S.C. Sec. 407, OSHA, 29 U.S.C. 651 et seq.; hazardous Materials Transportation Act, 49 U.S.C. Sec. 1801 et seq., USDOT Table (40 CFR Part 302 and amendments) or the EPA Table (40 CFR Part 302 and amendments), California Superfund, Cal. Health & Safety Code Sec. 25300 et seq., Cal. Hazardous Waste Control Act, Cal. Health & Safety Code section 25100 et seq., Porter-Cologne Act, Cal.

Water Code Sec. 13000 et seq., Hazardous Waste Disposal Land Use Law, Cal. Health & Safety Code Sec. 25220 et seq., Proposition 65, Cal. Health and Safety Code Sec. 25249.5 et seq., Hazardous Substances Underground Storage Tank Law, Cal. Health & Safety Code Sec. 25280 et seq., California Hazardous Substance Act, Cal. Health & Safety Code Sec. 28740 et seq., Air Resources Law, Cal. Health & Safety Code Sec. 39000 et seq., Hazardous Materials Release Response Plans and Inventory, Cal. Health & Safety Code Secs. 25500-25541, TCPA, Cal. Health and Safety Code Secs. 25208 et seq., and regulations promulgated pursuant to said laws or any replacement thereof, or as similar terms are defined in the federal, state and local laws, statutes, regulations, orders or rules; and any and all other substances, materials, and wastes which are, or in the future become, regulated under applicable local, state or federal law for the protection of health or the environment, or which are classified as hazardous or toxic substances, materials or wastes, pollutants or contaminants, as defined, listed or regulated by any federal, state or local law, regulation or order or by common law decision, including without limitation:

Trichloroethylene, tetrachloroethylene, perchloroethylene and other chlorinated solvents; any petroleum products or fractions thereof; Asbestos, Polychlorinated biphenyls; flammable explosives; urea formaldehyde; and radioactive materials and waste

9. “Lease Administrator” means, for City the City Manager or his/her designee and, for Lessee its appointed Project Manager.

10. “Permits” means all federal, state, and City permits, licenses, certificates, approvals, variances and other entitlements necessary for the installation and operation of the Facility.

11. “Person” means any natural person, sole proprietorship, corporation, partnership, limited partnership, joint venture, limited liability partnership, limited liability company, unlimited liability company, trust, unincorporated association, institution, governmental authority or any other entity.

12. “Prudent Industry Practices” means practices applied by a person seeking in good faith to perform its contractual obligations and in doing so and in the general conduct of its undertaking, exercising that degree of skill, diligence and prudence which would reasonably and ordinarily be expected from a skilled and experienced owner, developer or operator engaged in the same type of undertaking under the same or similar circumstances.

13. “Real Property Taxes” means:

A All taxes, assessments, levies and other charges, general and special, foreseen and unforeseen, now or hereafter imposed by any governmental or quasi-governmental authority or special district having the direct or indirect power to tax or levy assessments, which are levied or assessed against or with respect to:
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34 1. Value, occupancy, use or possession of the Premises and/or the Facility;

2. Any improvements, fixtures, equipment and other real or personal property of Lessee that are an integral part of the Premises; or,

3. Use of the Premises, Facility, public utilities, or energy within the Premises.

B “Real Property Taxes” shall also mean all charges, levies or fees imposed by reason of environmental regulation or other governmental control of the premises and/or the improvements, new or altered excise, transaction, sales, privilege, assessment, or other taxes or charges now or hereafter imposed upon City as a result of this Lease, and all costs and fees (including attorneys’ fees) incurred by City in contesting any real property taxes and in negotiating with public authorities as to any real property taxes affecting the Premises. If any real property taxes are based upon property or rents unrelated to the Premises and/or the Facility, then only that part of such tax that is fairly allocable to the Premises and/or the Facility, as determined by City, on the basis of the assessor's worksheets or other available information, shall be included within the meaning of the term “real property taxes.”

14. “Termination Payment” means an amount payable by Lessor to Lessee as of the applicable year of termination as set forth in the table in Exhibit K.

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35 EXHIBIT D

DESCRIPTION OF PREMISES
The rooftop at 214 South C Street, Oxnard, California, envisioned in the diagram below, along with any other locations reasonably required to install the Facility battery, auxiliary equipment pads, conduit, balance of system components or infrastructure to connect the Facility to the electric distribution system. Final description of Premises to be updated and provided by Lessee to Lessor prior to start of construction.

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36 EXHIBIT E

SECURITY MEASURES

1. [Lessor has security protocols to safeguard the Facility from unauthorized access, Lessee may submit a claim to the City of Oxnard for any damage, vandalism, or theft resulting from Lessor’s failure to secure the Facility.] 6 Lessee acknowledges that certain of the Building tenants below the roofline have rights to access the roof of the Building in order to install, replace, maintain and/or repair rooftop HVAC units, satellite dishes and/or antennas that service their leased premises. Lessor agrees to make reasonable efforts to work with such Building Lessees to establish protocols that include providing Lessee with advanced notice and establishing designated paths of travel on the roof during access by such Building tenants to install, replace, maintain and/or repair rooftop HVAC units, satellite dishes and/or antennas that service the Building.

2. [Additional site-specific access/security provisions]

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37 EXHIBIT F

WORK SCHEDULE

WORK SCHEDULE FOR FACILITY
Within ten (10) days of the issuance of a building permit to Lessee, Lessee shall provide City with an updated version of the Work Schedule for the Facility to be signed by both City and Lessee. The updated Work Schedule shall be substantially in the form of this Exhibit F, mutually agreeable to City and Lessee, shall identify with specificity the start and end dates of the Scheduled Construction Period and areas of the Property and/or Premises to which the City will lose or have limited access over the course of the Scheduled Construction Period. Such updated Work Schedule shall supersede this Work Schedule for Facilities.

Scheduled Construction Period: 30 weeks.

Scheduled Construction Start Date: ____________ [to be provided within 10 days of issuance of Building Permit]
Scheduled Construction End Date: ______________ [to be provided within 10 days of issuance of Building Permit]
Description of Property Areas with Lost or Limited Access: __________[to be provided within 10 days of issuance of Building Permit]
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38 EXHIBIT G

INS-K INSURANCE REQUIREMENTS

1. Lessee shall obtain and maintain during the Term of the lease the following insurance against claims for injuries to persons or damages to property which may arise from or in connection with the lease by Lessee, its agents, representatives, employees or sublessees. 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. 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. d. Property Insurance against all risks of loss to any tenant improvements or betterments in the amount of the full replacement cost of the improvement or betterment with no coinsurance provisions.

2. Lessee shall, prior to occupation of the Premises, file with the City certificates of insurance with original endorsements affecting coverage required by this Exhibit G. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements are to be on the attached forms or on other forms approved by the City. All certificates and endorsements are to be delivered to the City before occupation of the Premises. 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 to [email protected] 111
39 3. Lessee agrees that all insurance coverages shall be provided by a California admitted insurance carrier with an A.M. Best rating of A:VII or better and shall be endorsed to state that coverage may not be suspended, voided, canceled by either party, or reduced in coverage or limits without 30 days’ prior written notice to the Risk Manager. The Risk Manager shall not approve or accept any endorsement if the endorsement contains “best effort” modifiers or if the insurer is relieved from the responsibility to give such notice.

4. Lessee agrees that the Commercial General Liability and Business Automobile Liability Insurance policies shall be endorsed to name City, its City Council, officers, employees and volunteers as additional insureds as respects: liability arising out of activities performed by or on behalf of Lessee; products and completed operations of Lessee; premises owned, occupied or used by Lessee; or automobiles owned, leased, hired or borrowed by Lessee. The coverage shall contain no special limitations on the scope of protection afforded to City, its City Council, officers, employees and volunteers. The General Liability Special Endorsement Form and Automobile Liability Special Endorsement Form attached to this Exhibit G as Exhibit G-1 and G-2, respectively, or substitute forms containing the same information and acceptable to the City 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 coverages (this must be endorsed). Additionally, the workers’ compensation policy shall include a waiver of all rights of subrogation which the insurer may have against the City. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to City, its City Council, officers, employees and volunteers. The insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.

6. Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, 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 lessee shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.

7. All insurance standards applicable to Lessee shall also be applicable to Lessee’s sublessees.

Lessee agrees to maintain appropriate agreements with sublessees and to provide proper evidence of coverage upon receipt of a written request from the City. 112
40 EXHIBIT G-1
General Liability Special Endorsement Form
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41 EXHIBIT G-2
Automobile Liability Special Endorsement Form
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42 EXHIBIT H

FORM OF LENDER CONSENT AND AGREEMENT
This CONSENT AND AGREEMENT (this "Consent"), dated as of___________ is entered into by and among the CITY OF OXNARD a California general law municipal corporation (the "City"), and ___________ a _____________________ corporation (the "Lender)," by its agent, _________________________________(the "Administrative Agent"), and _________________________, a __________________________ corporation (the "Borrower") (collectively, the "Parties"). Unless otherwise defined, all capitalized terms have the meaning given in the Contract (as hereinafter defined).

RECITALS
A Borrower intends to develop, construct, install, test, own, operate, and use an electric generating and storage facility located in the City of Oxnard in the State of California, known as the Power Reach Project (the “Project”).

B In order to partially finance the development, construction, installation, testing, operation and use of the Project, Borrower has entered into that certain financing agreement dated as of_ (as amended, amended and restated, supplemented or otherwise modified from time to time, the "Financing Agreement"), among Borrower, the financial institutions from time to time parties thereto (collectively, the "Lenders") , and Administrative Agent for the Lenders, pursuant to which, among other things, Lenders have extended commitments to make loans and other financial accommodations to, and for the benefit of, Borrower.

C The City and Borrower have entered into that certain Lease Agreement, dated as of ________________________ (attached hereto and incorporated herein by reference, as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof and hereof, the "Lease").

D Pursuant to a security agreement executed by Borrower and Administrative Agent for the Lenders (as amended, amended and restated, supplemented or otherwise modified from time to time, the "Security Agreement''), Borrower has agreed, among other things, to assign, as collateral security for its obligations under the Financing Agreement and related documents (collectively, the "Financing Documents"), all of its right, title and interest in, to and under the Lease to Administrative Agent for the benefit of itself, the Lenders and each other entity or person providing collateral security under the Financing Documents.

E It is a requirement under the Financing Agreement that the Parties hereto execute this Consent.
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43 AGREEMENT
NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the Parties agree, as follows:

A CONSENT TO ASSIGNMENT. The City acknowledges the assignment referred to in Recital E above, consents to an assignment of the Lease pursuant thereto, and agrees with Administrative Agent, as follows:

1. Administrative Agent shall be entitled (but not obligated) to exercise all rights and to cure any defaults of Borrower under the Lease, as the case may be, subject to applicable notice and cure periods provided in the Lease. Upon receipt of notice from Administrative Agent, the City agrees to accept such exercise and cure by Administrative Agent if timely made by Administrative Agent under the Lease, as the case may be, and this Consent. Upon receipt of Administrative Agent's written instructions and to the extent allowed by law, the City agrees to make directly to such account as Administrative Agent may direct the City, in writing, from time to time, any and all payments to be made by the City to Borrower under the Lease, as the case may be, from and after the City's receipt of such instructions, and Borrower consents to any such action. The City shall not incur any liability to Borrower under the Lease or this Consent for directing such payments to Administrative Agent in accordance with this subsection (a).

2. The City will not, without the prior written consent of Administrative Agent (such consent not to be unreasonably withheld), (i) cancel or terminate the Lease, or consent to or accept any cancellation, termination or suspension thereof by Borrower, except as provided in the Lease and in accordance with subparagraph l(c) hereof, (ii) sell, assign or otherwise dispose (by operation of law or otherwise) of any part of its interest in the Lease, except as provided in the Lease, or (iii) amend or modify the Lease in any manner materially adverse to the interest of the Lenders in the Lease as collateral security under the Security Agreement.

3. The City agrees to deliver duplicates or copies of all notices of default delivered by the City under or pursuant to the Lease to Administrative Agent in accordance with the notice provisions of this Consent. The City shall deliver any such notices concurrently with delivery of the notice to Borrower under the Lease. To the extent that a cure period is provided under the Lease, Administrative Agent shall have the same period of time to cure the breach or default that Borrower is entitled to under the Lease, except that if the City does not deliver the default notice to Administrative Agent concurrently with delivery of the notice to Borrower under the Lease, then as to Administrative Agent, the applicable cure period under the Lease shall begin on the date on which the notice is given to Administrative Agent. If possession of the Project is necessary to cure 116
44 such breach or default, and Administrative Agent or its designee(s) or assignee(s) declare Borrower in default and commence foreclosure proceedings, Administrative Agent or its designee(s) or assignee(s) will be allowed a reasonable period to complete such proceedings so long as Administrative Agent or its designee(s) continue to perform any monetary obligations under the Lease, as the case may be. The City consents to the transfer of Borrower's interest under the Lease to the Lenders or Administrative Agent or their designee(s) or assignee(s) or any of them or a purchaser or grantee at a foreclosure sale by judicial or nonjudicial foreclosure and sale or by a conveyance by Borrower in lieu of foreclosure and agrees that upon such foreclosure, sale or conveyance, the City shall recognize the Lenders or Administrative Agent or their designee(s) or assignee(s) or any of them or other purchaser or grantee as the applicable party under the Lease (provided that such Lenders or Administrative Agent or their designee(s) or assignee(s) or purchaser or grantee assume the obligations of Borrower under the Lease, including, without limitation, satisfaction and compliance with all credit provisions of the Lease, if any, and provided further that such Lenders or Administrative Agent or their designee(s) or assignee(s) or purchaser or grantee has a creditworthiness equal to or better than Borrower, as reasonably determined by City).

4. In the event that the Lease is rejected by a trustee or debtor-in-possession in any bankruptcy or insolvency proceeding, and if, within forty-five (45) days after such rejection, Administrative Agent shall so request, the City will execute and deliver to Administrative Agent a new lease, which lease shall be on the same terms and conditions as the original Lease for the remaining term of the original Lease before giving effect to such rejection, and which shall require Administrative Agent to cure any defaults then existing under the original Lease. Notwithstanding the foregoing, any new lease will be subject to all regulatory approvals required by law. The City will use good faith efforts to promptly obtain any necessary regulatory approvals.

5. In the event Administrative Agent, the Lenders or their designee(s) or assignee(s) elect to perform Borrower's obligations under the Lease, succeed to Borrower's interest under the Lease, or enter into a new lease as provided in subparagraph l(d) above, the recourse of the City against Administrative Agent, Lenders or their designee(s) and assignee(s) shall be limited to such Parties' interests in the Project, and the credit support required under the lease, if any.

6. In the event Administrative Agent, the Lenders or their designee(s) or assignee(s) succeed to Borrower's interest under the Lease, Administrative Agent, the Lenders or their designee(s) or assignee(s) shall cure any then- existing payment and performance defaults under the Lease, except any performance defaults of Borrower itself, which by their nature are not susceptible of being cured. Administrative Agent, the Lenders and their designee(s) or assignee(s) shall have the right to assign all or a pro rata interest in the Lease to a person or entity to whom Borrower's interest in 117
45 the Project is transferred, provided such transferee assumes the obligations of Borrower under the Lease and has a creditworthiness equal to or better than Borrower, as reasonably determined by the City. Upon such assignment, Administrative Agent and the Lenders and their designee(s) or assignee(s) (including their agents and employees) shall be released from any further liability thereunder accruing from and after the date of such assignment, to the extent of the interest assigned.

B REPRESENTATIONS AND WARRANTIES. The City hereby represents and warrants that as of the date of this Consent:

1. It (i) is duly formed and validly existing under the laws of the State of California, and (ii) has all requisite power and authority to enter into and to perform its obligations hereunder and under the Lease, and to carry out the terms hereof and thereof and the transactions contemplated hereby and thereby;

2. the execution, delivery and performance of this Consent and the Lease have been duly authorized by all necessary action on its part and do not require any approvals, material filings with, or consents of any entity or person which have not previously been obtained or made;

3. each of this Consent and the Lease is in full force and effect;

4. each of this Consent and the Lease has been duly executed and delivered on its behalf and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by (i) bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law);

5. there is no litigation, arbitration, investigation or other proceeding pending for which the City has received service of process or, to the City's actual knowledge, threatened against the City relating solely to this Consent, the Lease and the transactions contemplated hereby and thereby;

6. the execution, delivery and performance by it of this Consent and the Lease, and the consummation of the transactions contemplated hereby, will not result in any violation of, breach of or default under any term of any material contract or material agreement to which it is a party or by which it or its property is bound, or of any material requirements of law presently in effect having applicability to it, the violation, breach or default of which could have a material adverse effect on its ability to perform its obligations under this Consent;

7. neither the City nor, to the City's actual knowledge, any other party to the Lease, is in default of any of its obligations thereunder; and 118
46 8. to the City's actual knowledge, (i) no event or condition exists which would either immediately or with the passage of any applicable grace period or giving of notice, or both, enable either the City or Borrower to terminate or suspend its obligations under the Lease.

Each of the representations and warranties set forth herein shall survive the execution and delivery of this Consent and the consummation of the transactions contemplated hereby.

C NOTICES. All notices required or permitted hereunder shall be given, in writing, and shall be effective (a) upon receipt if hand delivered, (b) upon telephonic verification of receipt if sent by facsimile and (c) if otherwise delivered, upon the earlier of receipt or three (3) Business Days after being sent registered or certified mail, return receipt requested, with proper postage affixed thereto, or by private courier or delivery service with charges prepaid, and addressed as specified below:

If to the City:

Name: Jeff Pengilley, Community Development Director
Address: 214 S. C Street
City, State, Zip Code Oxnard, CA 93030
Telephone No.: (805) 385-8209
Fax No.: (805) 385-7417
Attention: Ashley Barden, Sustainability Analyst, City of Oxnard If to Administrative Agent:

Name:

Address:

City, State, Zip Code
Telephone No.:

Fax No.:

Attention:

If to Borrower:

Name:

Address:

City, State, Zip Code
Telephone No.:

Fax No.:

Attention:
119
47 Any party shall have the right to change its address for notice hereunder to any other location within the United States by giving thirty (30) days written notice to the other parties in the manner set forth above.

D ASSIGNMENT, TERMINATION, AMENDMENT. This Consent shall be binding upon and benefit the successors and assigns of the Parties hereto and their respective successors, transferees and assigns (including without limitation, any entity that refinances all or any portion of the obligations under the Financing Agreement). The City agrees (a) to confirm such continuing obligation, in writing, upon the reasonable request of (and at the expense of) Borrower, Administrative Agent, the Lenders or any of their respective successors, transferees or assigns, and (b) to cause any successor-in-interest to the City with respect to its interest in the Lease to assume, in writing and in form and substance reasonably satisfactory to Administrative Agent, the obligations of City hereunder. Any purported assignment or transfer of the Lease not in conjunction with the written instrument of assumption contemplated by the foregoing clause (b) shall be null and void. No termination, amendment, or variation of any provisions of this Consent shall be effective unless in writing and signed by the parties hereto. No waiver of any provisions of this Consent shall be effective unless in writing and signed by the party waiving any of its rights hereunder.

E GOVERNING LAW. This Consent shall be governed by the laws of the State of California applicable to contracts made and to be performed in California. The federal courts or the state courts located in California shall have exclusive jurisdiction to resolve any disputes with respect to this Consent with the City, Assignor, and the Lender or Lenders irrevocably consenting to the jurisdiction thereof for any actions, suits, or proceedings arising out of or relating to this Consent.

F COUNTERPARTS. This Consent may be executed in one or more duplicate counterparts, and when executed and delivered by all the parties listed below, shall constitute a single binding agreement.

G SEVERABILITY. In case any provision of this Consent, or the obligations of any of the Parties hereto, shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions, or the obligations of the other Parties hereto, shall not in any way be affected or impaired thereby.

H ACKNOWLEDGMENTS BY BORROWER. Borrower, by its execution hereof, acknowledges and agrees that neither the execution of this Consent, the performance by the City of any of the obligations of the City hereunder, the exercise of any of the rights of the City hereunder, or the acceptance by the City of performance of the Lease by any party other than Borrower shall (I) release Borrower from any obligation of Borrower under the Lease, (2) constitute a consent by the City to, or impute knowledge to the City of, any specific terms or conditions of the Financing Agreement, the Security Agreement or any of the other Financing Documents, or (3) except as expressly set forth in this Consent, constitute a waiver by the City of any of its rights under the Lease. Borrower and Administrative Agent acknowledge hereby for the benefit of City that none of the 120
48 Financing Agreement, the Security Agreement, the Financing Documents or any other documents executed in connection therewith alter, amend, modify, or impair (or purport to alter, amend, modify, or impair) any provisions of the Lease.

CITY OF OXNARD ADMINISTRATIVE AGENT
☐ John C. Zaragoza, Mayor Date Date
☐ Alexander Nguyen, City Manager
☐ Jennifer Yates, Purchasing Manager

BORROWER
Date
ATTEST:

Rose Chaparro, City Clerk Date
(if Mayor executes)
APPROVED AS TO FORM:

Stephen M. Fischer, City Attorney Date
121
122
50 Stephen M. Fischer, City Attorney Date

STATE OF CALIFORNIA , COUNTY OF VENTURA

On ______________________, before me, _____________________________, a notary public in and for said County, personally appeared ________________________________who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

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51 EXHIBIT K

TERMINATION PAYMENT
The Termination Payment with respect to the Facility under the Lease shall be calculated in accordance with the following:

Early
Termination
Occurs in
Year:

Termination
Payment if PPA
Storage Rate is
$40.00 per kW-mo.

Termination
Payment if PPA
Storage Rate is
$39.50 per kW-mo.

Termination
Payment if PPA
Storage Rate is
$38.50 per kW-mo.

Termination
Payment if PPA
Storage Rate is
$38.00 per kW-mo.
1* $2,047,308 $2,047,308 $2,047,308 $2,047,308
2 $1,917,165 $1,918,155 $1,920,134 $1,921,124
3 $1,842,169 $1,830,005 $1,805,678 $1 793,515
4 $1,829,884 $1,817,842 $1,793,760 $1,781,719
5 $1,815,183 $1,803,276 $1,779,463 $1,767,556
6 $1,798,244 $1,786,483 $1,762,960 $1,751,199
7 $1,778,874 $1,767,270 $1,744,061 $1,732,457
8 $1,757,234 $1,745 796 $1,722,922 $1,711,484
9 $1,732,385 $1,721,130 $1,698,621 $1,687,367
10 $1,704,426 $1,693 369 $1,671,255 $1,660,198
11 $1,673,093 $1,662,249 $1,640 562 $1,629,718
12 $1,637,881 $1,627,265 $1,606,034 $1,595 419
13 $1,613,131 $1,602,764 $1,582 030 $1,571,663
14 $1,570 398 $1 560,299 $1,540,102 $1,530,004
15 $1,523,031 $1,513,223 $1,493,606 $1,483,798
16 $1,470,954 $1,461,457 $1,442,463 $1 432,965
17 $1,413,153 $1,403,994 $1,385,675 $1,376 516
18 $1,349,461 $1,340,667 $1,323,079 $1,314,285
19 $1,279,392 $1,270,992 $1,254,193 $1,245,793
20 $1,202,669 $1,194 693 $1,178,742 $1,170,767
At Expiration (the end of the Initial Term), the Termination Payment shall be zero (0). *Includes early termination prior to the Commercial Operation Date. 124

CITY COUNCIL AGENDA REPORT

INFORMATION/CONSENT AGENDA
AGENDA ITEM NO. K.3

DATE: December 3, 2024

TO: City Council

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

SUBJECT: Public Project Agreement 32500283 with Chrisp Company for Refreshing School Crosswalks Project, Specification No. PW 25-35.

RECOMMENDATION

That the City Council approve and authorize the Mayor to Execute an Agreement with Chrisp Company in the amount of $216,454.20 and a Project contingency amount of $21,645 (10%) for a total not to exceed value of $238,099.20 for the Project.

(This item did not originate in Committee as this is an American Rescue Plan Act (ARPA) improvement project that was previously approved by the City Council.)

BACKGROUND

The City’s Public Works Streets Division maintains approximately 1,034 lane-miles of streets and roadways, which include approximately 1.8 million square feet of white and yellow pavement markings used to show turns, stops and yield lines, approaching warnings, bike lanes, and pedestrian crosswalks including schools. The Streets Division has used outside pavement marking services for the past 25 years.

DISCUSSION

This project consists of refreshing or updating crosswalk markings at 57 surrounding school intersection locations utilizing funds from the American Rescue Plan Act. The work also includes the removal of the current parallel open crosswalk markings and replacement with ladder-style thermoplastic crosswalk markings. Thermoplastic markings are a type of road marking that is applied to the pavement to help guide traffic and ensure safety. They are made from a mixture of glass beads, pigments, fillers, and artificial resins that is melted and applied to the road surface. Once cooled, the mixture hardens into a durable, long-lasting, and highly visible marking. The ladder-style design is meant to make it easier for drivers and pedestrians to identify. This type of crosswalk design is used in school zones due to the effective visualization that it offers students and crossing guards. They are also found in areas with higher traffic volume or streets with multiple lanes.

The work is tentatively scheduled to begin during the summer months of 2025. Staff will work closely with schools, neighborhood councils, businesses, and residents directly impacted to keep them informed of the project schedule.

General project information will be disseminated to help keep the public informed as well.

The notice inviting formal bids (NIFB) on the Project was published on October 17, 2024, and all bids were due on November 4, 2024. The City received the following bids:

Crisp Company: $216,454.20
Toro Enterprises: $523,684.60
Specialized Pavement Markings, Inc.: $604,454.00
125
WGJ Enterprises dba PCI: $607,155.00

The lowest bidder is Chrisp Company and its bid is responsive to the City’s NIFB. Following this determination, procurement staff reviewed all documentation received from Chrisp Company. Procurement staff verified possession of required currently valid licenses, reviewed the federal Occupational Safety and Health Administration (OSHA) website for safety violations, and verified registration with the California Department of Industrial Relations (DIR). Based upon the available information and research performed to date, staff believes that the contractor is capable of satisfactorily completing the project. Thus, staff recommends that the City Council award the contract for this Project to Chrisp Company.

In addition to the project award amount of $216,454.20, staff recommends authorizing $21,645 for the project for project contingency (10% of the contract costs). This recommendation brings the total estimated cost of the project to $238,099.20.

STRATEGIC PRIORITIES

FINANCIAL IMPACT

The total cost for this Project shall not exceed $238,099.20 which includes the construction agreement, and contingency.

The Crosswalk & Safe Routes Project (G2205) is funded by the American Rescue Plan Act (ARPA) (Fund 204), which has an available project budget balance of approximately $250,000.

COMMITTEE OUTCOME

This item did not originate in Committee as this is an American Rescue Plan Act (ARPA) improvement project that was previously approved by the City Council.

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

ATTACHMENTS

1. Agreement 32500283 Chrisp Company

126

Agreement No. 32500283

1 CONSTRUCTION CONTRACT FOR

REFRESHING SCHOOL CROSSWALKS PROJECT
SPECIFICATION NO. PW 25-35

BY AND BETWEEN

THE CITY OF OXNARD
AND

CHRISP COMPANY

THIS CONSTRUCTION CONTRACT (the “Contract”) is made and entered this day of __________, 2024 (“Effective Date”), by and between the CITY OF OXNARD, a California municipal corporation (“City”) and CHRISP COMPANY (“Contractor”). Contractor’s license number is 374600.

The City and Contractor are sometimes hereinafter referred to as a “Party” and collectively referred to as the “Parties.”
WHEREAS, the City requires construction of the Refreshing School Crosswalks Project as more fully described in the bid package issued by the City for Specification No. PW 25-35 (the “Project”); and

WHEREAS, on October 17, 2024, the City issued a Notice Inviting Bids and Contract Documents to prospective bidders for the Project. In response, Contractor submitted a Bid which the City determined to be the lowest responsive and responsible bid; and
WHEREAS, Contractor is a duly organized corporation in good standing in the State of California, and represents that it has the background, knowledge, experience, expertise and resources to perform the Work and other obligations encompassed by this Contract; and WHEREAS, at its meeting held on , the Oxnard City Council duly accepted Contractor’s Bid Proposal for the Project and directed that a written agreement for the Project be entered into with Contractor; and
WHEREAS, in light of the facts set forth above and the certifications made by Contractor as part of its Bid, the City desires to retain Contractor to perform the construction Work for the Project as set forth in this Contract and in the Contract Documents, as hereinafter described.

NOW, THEREFORE, IN CONSIDERATION OF THE COVENANTS, CONDITIONS, AND PROMISES

CONTAINED HEREIN AND FOR SUCH OTHER GOOD AND VALUABLE CONSIDERATION, THE PARTIES HERETO AGREE AS FOLLOWS:

1. RECITALS

The Recitals set forth above are true and correct and are hereby incorporated into this Contract by this reference, as though set forth herein.

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CITY COUNCIL AGENDA REPORT

INFORMATION/CONSENT AGENDA
AGENDA ITEM NO. K.4

DATE: December 3, 2024

TO: City Council

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

SUBJECT: Purchase Order with Waxie’s Sanitary Supply, Inc. for $200,000 for the Purchase of Receptacle Waste and Recycling Bins.

RECOMMENDATION

That the City Council approve and authorize the Purchasing Agent to execute a Purchase Order with Waxie’s Sanitary Supply, Inc. dba Waxie Sanitary Supply for $200,000 through June 30, 2025, for the purchase of receptacle waste and recycling bins.

(This item did not originate in Committee as this is an American Rescue Plan Act (ARPA) improvement project that was previously approved by the City Council.)

BACKGROUND

Recently, the City of Oxnard purchased Big Belly receptacles for downtown. Additional receptacles will be purchased for downtown utilizing American Rescue Plan Act (ARPA) funds. As allowed by the City’s Purchasing Policy, Negotiated Sole Source agreements are utilized for unique goods and services that are only obtainable through one source, such as proprietary reasons, or exclusive compatibility with existing City equipment.

DISCUSSION

The Public Works Department is requesting a purchase order with Waxie Sanitary Supply, Inc., (Waxie) for the purchase of Big Belly waste and recycle receptacles and related products. Waxie is the City’s current provider of janitorial supplies and is the sole distributor of Big Belly brand products.

Waxie was previously awarded a City of Oxnard Purchase Order for Public Works items totaling a not-to-exceed value of $350,000 this fiscal year. Therefore, City Council authorization is needed for this new purchase of $200,000, which when added to the existing $350,000 PO would exceed the City's annual vendor purchasing limit under the Purchasing Policy for staff to approve.

STRATEGIC PRIORITIES

FINANCIAL IMPACT

The total cost for this Purchase Order with Waxie shall not exceed $200,000. There is sufficient ARPA (Fund 204) project (G2222) budget available to fund this purchase order. 185

For Finance Use Only: American Rescue Plan Act Fund (Org. 2048105 Obj. 53200) Project G2222.

COMMITTEE OUTCOME

This item did not originate in Committee as this is an American Rescue Plan Act (ARPA) improvement project that was previously approved by the City Council.

Prepared by: Brian Yanez, Assistant Public Works Director

ATTACHMENTS

1. WAXIE Quote

2. BBS_Oxnard, CA_Sole Source Letter 2.9.2024

186

Sanitary Maintenance Supplies Price Proposal
City Of Oxnard
Big Belly units

11/7/2024
Option 1 Double unit Trash and recycling (no foot
pedal) (no compacting)
Message panel with big belly insert factory
installed
Partial anti-Graffiti wrap
With Software
Drop ship
1060 Pacific Ave
Oxnard ca 93030
Unit $6027.55
Not
including tax

9.25% and
freight
Option 2 Double unit Trash and recycling (no foot
pedal) (no compacting)
Message panel with big belly insert factory
installed
Partial anti-Graffiti wrap
No Software
Drop ship
1060 Pacific Ave
Oxnard ca 93030
Unit $3812.85
Not
including tax

9.25% and
freight
Option 3 Basic double station Trash and recycling with
foot pedal 5yr warranty no compaction on the
recycle.

Message panel with big belly insert factory
installed
Partial anti-Graffiti wrap
Software
Same unit configuration as the 1st
purchase.

Drop ship
1060 Pacific Ave
Oxnard ca 93030
Unit $6736.22
Not
including tax

9.25% and
freight
Thank you for your consideration.

Jason Meek
Sales Maintenance Consultant
(805) 335-0553 Cell
187

150 A Street – Suite 103 – Needham, MA 02494 – USA • Tel: +1-888-820-0300 • Fax: +1-781-444-5651 • www.bigbelly.com

February 9, 2024

City of Oxnard
Public Works Department, Environmental Resources Division 111 South Del Norte Boulevard
Oxnard, California 93030

Subject: Justification of Sole Source of Supply

Dear Director of Public Works:

Big Belly Solar, LLC (“Bigbelly”) is pleased to provide the following information in connection with the City of Oxnard’s consideration of using Bigbelly as a sole source supplier for a pending procurement.

As of the date of this letter, in North America, for the City of Oxnard account, only Bigbelly may sell and service the Bigbelly-manufactured smart waste and recycling system and the CLEAN monitoring system, which includes solar-powered compacting and non-compacting public space receptacles with data collection and monitoring capability for waste and recycling operations (the “Bigbelly Products”).

Bigbelly has developed and maintains a portfolio of exclusive intellectual property and proprietary use rights for the Bigbelly Products, including:
 Patents – U.S. and international (both granted and pending)  Copyrights and Trademarks

For the City of Oxnard, Bigbelly Products must be procured by the City from Bigbelly directly; none of Bigbelly’s North America agents or distributors is authorized to make that sale.

Please do not hesitate to contact us with any further questions.

Sincerely,

BIG BELLY SOLAR, LLC

By: ________________________
Brian Phillips, President

DocuSign Envelope ID: 19D6B1A6-660B-4381-876D-0CEB6EA85483 188

CITY COUNCIL AGENDA REPORT

INFORMATION/CONSENT AGENDA
AGENDA ITEM NO. K.5

DATE: December 3, 2024

TO: City Council

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

SUBJECT: Professional Services Agreements 32500224 with Kimley-Horn and Associates, Inc., 32500226 with Fehr & Peers and 32500223 with LSY Enterprise, Inc. for as-needed Traffic-Related and Planning Services.

RECOMMENDATION

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

PW 25-18;

(Public Works and Transportation Committee approved 3-0 on November 12, 2024.)

BACKGROUND

The Traffic Engineering Division utilizes consulting firms to provide licensed technical expertise on various subjects within traffic engineering. Agreements with these specialty firms are necessary due to the nature and volume of work within the division. These resources support assignments as well as capital projects assigned to the division. Having pre- approved professional service agreements allows Staff to research and respond in a timely manner to traffic-related 311 requests for service such as speed hump installation, new stop signs, new traffic signals, pedestrian crossing enhancements, signal timing modifications, and other traffic calming measures. These agreements also provide expert specialists in grant writing, transportation planning, evaluation of traffic studies, and preparation of plans, specifications, and estimates on select capital projects.

DISCUSSION

On August 7, 2024, the Public Works Department advertised three separate Request For Proposals (RFP’s). All bids were due on September 10, 2024, and were evaluated by the Interim City Traffic Engineer, Transportation Planner, and three Associate Engineers. Following is a description of the scope of work and selected consulting firm.

1. Traffic Signal Operations and Engineering Services (PW 25-18)

189
The scope of work generally includes supporting traffic signal modification operations, engineering, and design services.

More specifically, but not limited to:
• Traffic signal improvement and operation projects requiring preliminary engineering • and/or feasibility studies;
• Traffic signal design including but not limited to new signals, signal modifications, signal • communication, etc.;
• Traffic data collection in support of analyzing potential improvements to traffic signal • functionality and operation;
• Traffic signal operation analyses and operation improvements including signal • coordination systems;
• Traffic management plan development as related to traffic signal improvement or operation projects; • Traffic signal modification design services consisting of all items of work necessary to • finalize design and complete Final Plans, Specifications & Estimates (PS&E) for bidding • capital projects; and
• Prepare and deliver presentations to the City Council

The City received three (3) proposals and Kimley-Horn and Associates, Inc. was selected as the most qualified firm based on their qualifications, knowledge, technical experience, and prior success on City projects. Following this determination, procurement staff confirmed all documentation was received. Based upon the available information and research performed to date; staff believes that the consultant is capable of satisfactorily completing the service. Thus, staff recommends that the City Council award the contract for this service to Kimley-Horn and Associates, Inc.

2. Transportation Planning and Grant Writing Services (PW 25-19)

The scope of work generally includes providing routine transportation planning and grant writing. More specifically, but not limited to:
• Transportation planning and grant writing for state and regional funding programs, including cost estimating, cost-benefit analysis, completing all required application exhibits, narratives, etc.; • Development and updates of transportation-related policies and guidelines including • transportation master plans;
• Development of traffic impact fees and updates;
• Transportation modeling of multi-modal travel demand and traffic volume forecasts; • Planning and conceptual designs of complete streets in light of established standards and guidelines; • Traffic feasibility studies and analysis for projects such as roundabouts, traffic circles, • Class I and IV bike lanes, etc.;
• Traffic data collection in support of transportation planning and grant writing services; • Traffic data collision review and analysis related to transportation planning and grant • writing services;
• Development of transportation planning documents, consisting of all items of work • necessary to deliver transportation planning documents for City Council approval or • Adoption; and
• Prepare and deliver presentations to the City Council.

The City received two (2) proposals and Fehr & Peers was selected as the most qualified firm based on their qualifications, knowledge, plan development experience, grant writing success, and prior success with City projects.

Following this determination, procurement staff confirmed all documentation was received. Based upon the available information and research performed to date; staff believes that the consultant is capable of satisfactorily completing the service. Thus, staff recommends that the City Council award the contract for this service to Fehr & Peers.

3. General Traffic Engineering Services (PW 25-20)

190
The scope of work generally includes providing routine traffic engineering by a licensed professional traffic engineer.

More specifically, but not limited to:
• Traffic calming conceptual planning and designs, including all-way stop, traffic signal • warrant studies, circulation improvements, parking studies, neighborhood management • plans, etc.;
• Traffic data collection including multi-modal traffic volumes, speed, origin-destination • surveys, travel time and delays, parking utilization, etc.; • Traffic speed survey analysis and engineering for establishing and updating speed limits; • Traffic control design and plan review;
• Traffic feasibility studies and analysis for projects such as roundabouts, traffic circles, • Class I and IV bike lanes, traffic signal improvements, etc.; • Traffic design, preparing plans, specifications, and estimates for circulation improvement • projects, including bicycle, pedestrian, roadway configuration, etc.; • Traffic management plans and field support for special events or projects; • Traffic signal design and plan review;
• Traffic signal timing and coordination;
• Traffic signal equipment upgrade and maintenance recommendations; • Traffic signal technical support including troubleshooting traffic management center • software, equipment, systems design, etc.;
• Traffic signal intelligent transportation system evaluation and implementation; • Traffic collision data review and evaluation;
• Traffic engineering development of transportation policies, guidelines, and updates; • Traffic engineering grant writing for federal, state, and regional funding programs; • Traffic impact fee establishment and updates;
• Traffic engineering plan check review for private land development projects; and • Prepare and deliver presentations to the City Council, Public Works Transportation Committee, Planning Commission, and others.

The City received three (3) proposals and LSY Enterprise, Inc. was selected as the most qualified firm based on their qualifications, knowledge, local agency experience, and prior success with City assignments and projects. Following this determination, procurement staff confirmed all documentation was received. Based upon the available information and research performed to date; staff believes that the consultant is capable of satisfactorily completing the service. Thus, staff recommends that the City Council award the contract for this service to LSY Enterprise, Inc.

Professional services under these three (3) agreements will be composed of work orders for each project assigned by the City under the supervision of a Traffic Engineer or Project Manager. The work order proposal will identify the scope of work to be performed by the consultant, the method by which the consultant plans on completing the work, and a schedule for completion of the work. It is the consultant's responsibility to determine the best and most cost-effective method to complete the work so that the assigned work order can be completed to the satisfaction of the City of Oxnard.

STRATEGIC PRIORITIES

FINANCIAL IMPACT

The total amount of each agreement shall not exceed $1,500,000 over the term of three years with two one-year extension options. Funding will be charged to a given project or funding source dependent upon the services performed by work orders. The Traffic Engineering Division will ensure sufficient funding is available in the approved operating budget or CIP project budget for related tasks prior to initiating work orders or services performed.

191

COMMITTEE OUTCOME

The Public Works and Transportation Committee approved 3-0 on November 12, 2024 to approve the staff recommendation and to forward the item for Council approval. Minor updates have been included in Agreement 32500226 with Fehr & Peers from what was attached to the Committee agenda, which includes updating the counterpart signatories on page 16 of the agreement.

Prepared by: Morgan Kessler, City Engineer, Kawkeb Said, Senior Engineer, Debbie O'Leary, Transportation Planner

ATTACHMENTS

1. Agreement 32500224 with Kimley Horn

2. Agreement 32500226 Fehr & Peers

3. Agreement 32500223 with LSY Enterprise, Inc.

192
PR

OFESSIONAL SERVICES AGREEMENT

BETWEEN
THE CITY OF OXNARD AND KIMLEY-HORN AND ASSOCIATES, INC.

By Thi
s Professional Services Agreement (“Agreement”), the City of Oxnard (“City”) agrees to engage the Services of Kimley-Horn and Associates, Inc. (“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.”

RECITALS
WHEREAS, this Agreement is entered into as a result of the Restricted Grant Agreement (“RGA”) entered into between the City and the Department of Transportation (Caltrans) attached to this Agreement as Exhibit D and incorporated herein by this reference for Traffic Operations and Engineering; and
WHEREAS, per item 24c. in the RGA, Consultant shall adhere to any and all sections, items, attachments, and amendments of the RGA in additional to the terms of this Agreement and Exhibit E (grant funding requirements); and WHEREAS, in the event of any conflict between the terms of this Agreement and Exhibits D and E and any attachments, or amendments thereto, the terms of the RGA (exhibit D) and grant funding requirements (exhibit E) shall control; and WHEREAS, Consultant represents that it is fully qualified and licensed to perform the consulting and/or professional Services required for performance under this Agreement by virtue of its experience and the training, education, and expertise of its principals and its employees; and
WHEREAS, the specific services required under this Agreement will be requested on an as needed basis not all requested services under this agreement will be grant funded, therefore the provisions of Exhibits D & E shall apply to services when that the city representative indicates as grant funded; and
WHEREAS, in light of the facts set forth above, the City desires to retain Consultant to provide Traffic Signal Operations and Engineering on an independent contractor basis in accordance with the terms and provisions set forth in this Agreement.

Agreement No. 32500224

Page 1 of 81 ends

193

NOW THEREFORE, IN CONSIDERATION OF THE COVENANTS, CONDITIONS, AND

PROMISES CONTAINED HEREIN AND FOR SUCH OTHER GOOD AND VALUABLE

CONSIDERATION, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES HERETO AGREE AS FOLLOWS:

1. The Recitals set forth above are true and correct and together with any definitions set forth therein are hereby incorporated into this Agreement by this reference, as though set forth fully herein.

2. SUMMARY DESCRIPTION OF SERVICES.

This Agreement is to provide the City with services that a Traffic Engineer would perform, which may include professional traffic engineering services for traffic signal operations and traffic engineering. Certain services will be grant funded and Consultant shall comply with the terms and conditions stated in the RGA identified in Exhibits D and E.

3. PARTIES.

City of Oxnard, a general law and municipal corporation of the State of California, located at 300 West Third Street, Oxnard California 93030.

Kimley-Horn and Associates, Inc., a corporation of the State of North Carolina, located at 421 Fayetteville Street, Suite 600, Raleigh, North Carolina 27601

4. TERM OF AGREEMENT: From: December 4, 2024 To: December 3, 2027

A. Time is of the essence in this Agreement
B. The City shall have the option to exercise (2) consecutive (1) one-year term extensions, in accordance with the scope of work and terms and conditions of this Agreement. Any price negotiations, if allowed, shall be negotiated at the time of contract extension.

C. This Agreement shall not exceed a total of five (5) years (including the initial term and any options to extend). The City in its sole discretion may exercise the option terms upon sixty (60) days written notice to the Consultant (or any other time if the parties so agree) in accordance with Section 12 of this Agreement. The option term shall be commenced by an amendment to this agreement.

Agreement No. 32500224

Page 2 of 81 ends

194

D. All Services required of Consultant under this Agreement shall be completed on or before the end of the term of the Agreement.

5. AGREEMENT AMOUNT NOT TO EXCEED: $1,500,000.

6. 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: Restricted Grant Agreement
Exhibit E Federal & State Funding Requirements – Caltrans Projects Exhibit F: Living Wage Policy
Exhibit G: Prevailing Wage Policy
Exhibit H: Iran Contracting Certification

7. 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
Name Debbie O’Leary
Title Transportation Planner
Phone 805-200-5283
Email [email protected]
Address 214 South C Street
Oxnard, California 93030
Consultant Designated Representative
Name Sri Chakravarthy
Title P.E., T.E. Phone
213-261-4037
Email [email protected]
Address 25152, Suite 200 Springfield Ct.

Santa Clarita, California 93155

8. CONTRACTUAL PREREQUSITIES. 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.

A. Consultant is advised that any recommendation for Agreement award is not binding on City until the Agreement is fully executed and approved by City.

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B. 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.

C. All proof of a City tax certificate, insurance, and W-9 forms is required prior to execution of this Agreement.

D. 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.

9. CONSULTANT’S SERVICES.

A. 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 13 of this Agreement.

B. 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.

10. COMPENSATION. City shall pay Consultant for the Services performed pursuant to the terms of this Agreement and 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 5 of this Agreement. Once this Agreement is executed, the Schedule of Compensation may only be modified by written Amendment pursuant to Section 13 of this Agreement, and may be subject to approval by the City Council.

11. PAYMENT and 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.

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A. 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].

B. 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.

C. 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.

D. 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.

12. OPTION TO EXTEND AGREEMENT. When in the City’s best interest, this Agreement may only be extended, if the City, in its discretion, exercises an option term in accordance with Section 4 subparagraphs (B) and (C) of this 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 section 4(B), then this Agreement shall not be extended.

13. MODIFICATION OF AGREEMENT. This Agreement may be amended, modified, or otherwise altered, or its provisions waived, only upon mutual consent of the Parties by Agreement No. 32500224

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written amendment, and as authorized by the Oxnard City Code, Sections 4-59 and 4-

60. The City may request that the Consultant perform Extra Services. As used herein, "Extra Services" means any services, which are determined by the City to be necessary for the proper completion of the project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement. A written amendment signed by both Parties shall be required to authorize performance of and payment for Extra Services.

14. TERMINATION 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 22 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.

15. CALTRANS GRANT FUNDING REQUIREMENTS . The Request for Proposal for this Agreement included a Section that placed Consultant on Notice that the Agreement and associated Scope of Work is being funded in whole or in part grant funds in accordance with a Restricted Grant Agreement between the City of Oxnard and the California Department of Transportation. A Federal & State Funding Requirements Addendum for CalTrans Projects is attached in its entirety as Exhibit E and incorporated herein by this reference. Consultant herein agrees to and shall comply with all requirements and provisions of Exhibit E. To the extent there is a conflict in the terms of this Agreement and the terms in Exhibit E, the terms in Exhibit E shall control.

16. 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 Agreement No. 32500224

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instructions to and observe the Consultant in the performance of all Services done on behalf of the City.

Consultant and its employees, subconsultants, 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 T 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, subconsultants, or employees are in any manner agents, subconsultants, or employees of City.

17. 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.

18. 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.

19. STANDARD OF PERFORMANCE; WARRANTY. Consultant agrees to perform all Services required by this Agreement in a professional and competent manner, in accordance with the degree of skill and diligence which is normally employed by reputable professionals performing similar Services under similar conditions in the same or similar locality. Such Services shall also be performed in a manner which is Agreement No. 32500224

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reasonably satisfactory to City Project Manager, or designee (hereinafter the “Project Manager”), provided that discretion in determining what is satisfactory shall not alter the foregoing standard of care.

A. In accordance with the standard of care set forth in the first sentence of Section 19, the Consultant agrees that it:
(1) Has thoroughly reviewed and considered the services and work to be performed; and
(2) Has reviewed the issues regarding the Scope of Services to be provided; and
(3) Has carefully considered how the services and related work should be performed; and
(4) Fully understands the facilities, difficulties and restrictions associated with performance of the services required by this Agreement.

20. OWNERSHIP OF CONSULTANT’S WORK PRODUCT, CONFIDENTIALITY & DISCLOSURE, RECORDS & WARRANTY. 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.

A. 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.

B. 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.

C. Records and Inspections. The Consultant shall maintain full and accurate records, with respect to all Services and matters covered under this Agreement. Books and records pertaining to costs shall be kept and Agreement No. 32500224

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prepared in accordance with generally accepted accounting principles. 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.

D. 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.

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.

E. 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.

F. 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.

21. 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 Agreement No. 32500224

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received notice of breach, the non-breaching Party may terminate this Agreement.

Notice shall be given in the manner set forth in section 22.

22. 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 7. 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.

23. INDEMNIFICATION, HOLD HARMLESS & DEFENSE. Except as set forth in Subsection b of this Section 23, and to the fullest extent permitted by law, Consultant shall immediately defend, indemnify, and hold harmless the City, its officers, employees, representatives, and agents (the “City Indemnitees”), from and against those actions, suits, proceedings, claims, demands, losses, costs, and expenses, including legal costs and reasonable attorneys’ fees, for any personal injuries, deaths, or property damage, including property owned by the City (collectively “Claims”) which may arise out of Consultant's negligence or willful misconduct in the performance of the services described in this Agreement, unless such Claims are proven to be caused by the negligence or willful misconduct of the City Indemnitees.

A. The provisions of this Subsection b 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. (1) Notwithstanding the provisions of Section 23 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 City 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. (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 Agreement No. 32500224

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in said Civil Code section 2782.8, the provisions of which are incorporated into this Agreement by this reference. Nothing in this Subsection b shall be construed to require Consultant to provide indemnification for Claims caused by the active negligence or willful misconduct of the City Indemnitees
B. The City does not and shall not waive any rights that it may have against Consultant under this Section, because of the acceptance by the City, or the deposit with the City, of any insurance policy or certificate required pursuant to this Agreement. The hold harmless and indemnification provisions of this Section 23 shall apply regardless of whether said insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost, or expense described herein.

C. The obligation to indemnify and defend, as set forth in this Section 23, is binding on the successors, assigns, or heirs of Consultant and shall survive the expiration or any early termination of this Agreement.

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 F” to this Agreement, Consultant 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 Living Wage is updated on July 1 of each year, and the duty to pay the correct wage is the responsibility of the Consultant.

26. PREVAILING WAGE REQUIREMENTS. 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 Agreement No. 32500224

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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. For further information regarding Prevailing Wage Requirements please refer to Exhibit “G” attached to this Agreement.

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

C. 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 Consultant.

27. 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 H.

28. SUBCONTRACTING. If Consultant requires the assistance of a subcontractor to render any Services under this Agreement, Consultant shall obtain prior written consent from the City before a subcontractor performs any service pursuant to this Agreement.

All subcontractors shall be identified in the Scope of Work attached to this Agreement as “Exhibit A”. Consultant is fully responsible for satisfactory completion of all its Agreement No. 32500224

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subcontractors’ work. All subcontractors shall be properly licensed and insured; and bonded, if applicable. Consultant shall be responsible for all liabilities regardless of nature, type, or cause, arising out of or resulting from or in connection with subcontractors performance pursuant to this Agreement or subcontractors failure to comply with any of its obligations in connection with this Agreement.

29. 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.

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.

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 Agreement No. 32500224

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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. 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.

33. CARE OF WORK. Should Consultant discover any latent or unknown conditions materially differing from those inherent in the Services or as represented by the City, Consultant shall immediately inform the City of such fact and shall not provide any Services, except at Consultant’s risk, until written instructions are received from the Project Manager.

34. REPORTS. Upon request by the Project Manager or as otherwise required by this Agreement, including but not limited to, the Scope of Services set forth in Exhibit “A”, Consultant shall prepare and submit reports to the City concerning Consultant's performance of the Services required by this Agreement.

35. 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 Agreement No. 32500224

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obtaining those records or other written material from its subcontractors upon a request by the State Auditor and/or City.

36. 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.

37. 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.

38. 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.

39. 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.

40. 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.

41. 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.

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42. 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.

43. 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.

44. 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.

45. AUTHORITY TO EXECUTE. Each Party hereto expressly warrants and represents that the signatories to this Agreement have the authority to execute this Agreement on behalf of its corporation, partnership, business entity, or governmental entity, and warrants and represents that the signatories have the authority to bind each Party to the performance of its obligations hereunder.

46. 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 or electronic 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.

47. 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 and City’s Designated Representative unless specifically Agreement No. 32500224

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

48. 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.

49. ACKNOWLEDGEMENT. By signing below, Consultant acknowledges that it has reviewed the City’s Professional Services Agreement terms and conditions and insurance requirements and that Consultant hereby agrees to full compliance.

[Signatures on next page]
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IN WITNESS WHEREOF, the Parties have entered into this Agreement effective on the date as written in Section 4 and upon signature of all Parties.

CITY OF OXNARD KIMLEY-HORN AND ASSOCIATES, INC.

☐ John C. Zaragoza, Mayor1 Date
☐ Jennifer Yates, Purchasing Manager2
Sri Chakravarthy
Senior Vice President
Date

ATTEST: Sowmya Chandrasekhar
Assistant Secretary 3
Date

Rose Chaparro, CITY Clerk Date
(only if Mayor authorizes)

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 c orporation, 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.

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EXHIBIT A

PROFESSIONAL SERVICE AGREEMENT
(CITY of Oxnard and Kimley-Horn and Associates, Inc.)

SCOPE OF SERVICES

PROJECT MANAGER: Debbie O’Leary / 805-200-5283 / [email protected]

Licensing and Professional Certification

Required: The s ervices and abilities required to successfully perform traffic signal operations and engineering include, but are not limited to:

1. PS
&E work shall be performed by a California- registered Civil Engineer and/or Traffic Engineer.

2. Land survey work required for PS&E shall be performed by a California-licensed Land surveyor.

3. Understanding and application of Federal, State, and City Engineering Standards, to include but not be not limited to: Institute of Transportation Engineers (ITE) Trip and Parking Generation Manuals, California Manual on Uniform Traffic Control Devices (CA MUTCD), National Association of City Transportation Officials (NACTO), CA Standard Plans and Specifications, City of Oxnard zoning ordinance and General Plan, beside others.

4. Knowledge and understanding of the use of and requirements of federal and state documentation associated with grant-funded projects.

5. Understanding and application of relevant operational and traffic analyses and modeling software such as Synchro, SIDRA, and Travel Demand Modeling such as Visum, TransCad, CUBE, and EMME2.

6. Understanding of environmental regulations relevant to the transportation system.

7. Understanding and ability to review civil improvement plans for compliance with disabled access requirements, circulation impacts or improvements, application of State and local laws, ordinances, and the City's Municipal Code.

8. Compliance with applicable prevailing wages as determined by California Department of Industrial Relations and Federal, State and local laws.

9. Minimum of 5 years experience providing Traffic Engineering services to municipalities of similar size or sufficient experience in transportation planning and traffic engineering. Specifically, experience should include but not be limited to: traffic safety studies, traffic operational studies, warrant analysis, traffic signal operations, conceptual roadway and intersection designs, data collection, traffic modeling and travel demand modeling.

10. Experience or knowledge of City of Oxnard local issues and ability to perform local site visits as needed and/or requested by the Traffic Engineering Division.

Agreement No. 32500224

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The following list includes anticipated tasks associated with, providing traffic signal modification and operations engineering and design services. Work will involve assisting with capital improvement and special projects. This list is not all-inclusive.

1. Traffic signal improvement and operation projects requiring preliminary engineering and/or feasibility studies.

2. Traffic signal design including but not limited to new signals, signal modifications, signal communication, etc.

3. Traffic data collection in support of analyzing potential improvements to traffic signal functionality and operation.

4. Traffic signal operation analyses and operation improvements including signal coordination systems.

5. Traffic management plan development as related to traffic signal improvement or operation projects.

6. Traffic signal modification design services consisting of all items of work necessary to finalize design and complete Final Plans, Specifications & Estimates (PS&E) for bidding capital projects. Deliverables of PS&E work include:
a. Provide Project Management to include but not limited to i. Schedule and conduct a kick -off meeting with City Staff and as - needed project development team (PDT) meetings (virtual or in- person);
ii. Provide timeline, schedule and workflow per task with critical path, milestones and deliverables;
iii. Provide deliverables, detailed progress reports, invoices per the schedule
b. Use surveying services to accurately identify Right of Way (ROW); c. Identify if all work will take place within the City right of way or if any easements/ROW acquisitions are required;
d. Obtain and review as -built plans, reports, maps, and data at the City of Oxnard Service Center, 214 S. C Street, where data can be accessed (not all data is available online);
e. Complete field investigations to assess existing conditions for the purpose of identifying any additional work necessary but not previously included in any project grant applications, and for creating base plans; f. Base plans should be created for traffic signal modification plans, accessible pedestrian push buttons, civil engineering plans, signage and striping plans, and landscape plans (if any);
g. Research and document all utilities within the project limits, which includes correspondence sent on behalf of the City to the utility companies; h. Plans, specifications and estimates shall be submitted to the City for review and comment at the 65%, 95%, and 100% PS&E stages;
i. Respond to comments from bidding staff on the 100% specifications in order to provide a ready-to-bid package;
Agreement No. 32500224

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Oxnard City CouncilDecember 3, 2024

Oxnard City Council
December 3, 2024