Agenda packet — Oxnard City Council, February 4, 2025 (part 2 of 5)

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

12/24
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INSTRUCTION FOR SUBMITTING INSURANCE CERTIFICATES AND ENDORSEMENT FORMS

Certificates of Insurance

The sample accord form on the following page is provided to facilitate your preparation and submission of certificates of insurance. You may use this or any industry form that shows coverage as broad as that shown on the attached sample. Please note the certificate holder address must be as shown on the attached sample accord form with the contract number and insurance exhibit identification information completed. Improperly addressed certificates may delay the contract start- up date because the City’s practice is to return unidentifiable insurance certificates to the insured for clarification as to the contract number. Cancellation provisions must be endorsed to the policy. Modifying the certificate does not change coverage or obligate the carrier to provide notice of cancellation.

Endorsement Forms

Original endorsements are required for commercial general liability and business automobile liability insurance policies and must be attached to the applicable certificate of insurance. City preference is that you use the endorsement forms which are attached.

Substitute forms will be accepted, however, as long as they include provisions comparable to the attached.

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SAMPL

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

PRODUCER

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

CODE SUB-CODE

COMPANIES AFFORDING INSURANCE COVERAGE

INSURED

COMPANY

LETTER A SPECIFY COMPANY NAMES IN THIS SPACE

COMPANY

LETTER B

COVERAGES

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

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

CO
LTR

TYPE OF INSURANCE

POLICY NUMBER

POLICY EFFECTIVE

DATE (MM/DD/YY)

POLICY EXPIRATION

DATE (MM/DD/YY)

LIMITS

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

GENERAL AGGREGATE $1,000,000
PRODUCTS COMP/OP AGG. $1,000,000
PERSONAL & ADV. INJURY $1,000,000
EACH OCCURRENCE $1,000,000
FIRE DAMAGE (Any one fire) $
MED. EXPENSE (Any one person) $

AUTOMOBILE LIABILITY
[x] ANY AUTO

ALL OWNED AUTOS

SCHEDULED AUTOS

HIRED AUTOS

NON-OWNED AUTOS

GARAGE LIABILITY

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

EXCESS LIABILITY

UMBRELLA FORM

OTHER THAN UMBRELLA FORM

EACH OCCURRENCE $
AGGREGATE $

WORKERS' COMPENSATION
AND

EMPLOYERS' LIABILITY

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

OTHER

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

CERTIFICATE HOLDER

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

CANCELLATION

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

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

AUTHORIZED REPRESENTATIVE

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

SUBMIT IN DUPLICATE
ENDORSEMENT NO.

ISSUE DATE (MM/DD/YY)

PRODUCER

POLICY INFORMATION:

Insurance Company:

Policy No.:

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

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

NAMED INSURED

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

CITY AGREEMENTS/PERMITS

TYPE OF INSURANCE

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

Claims Made
Retroactive Date
Occurrence

OTHER PROVISIONS

COVERAGES

LIABILITY LIMITS IN THOUSANDS $
EACH

OCCURRENCE

AGGREGATE

GENERAL
PRODUCTS/COMPLETED OPERATIONS
PERSONAL & ADVERTISING INJURY
FIRE DAMAGE

Underwriter=s representative for claims pursuant to this insurance.

CLAIMS:

Name:

Address:

Telephone: ( )

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

2. CONTRIBUTION NOT REQUIRED. As respects: (a) work performed by the named insured for or on behalf of the City; or (b) products sold by the named insured to the City; or (c) premises leased by the named insured from the City, the insurance afforded by this policy shall be primary insurance as respec ts the City, its officers, agents, employees or volunteers; or stand in an unbroken chain of coverage excess of the named insured’s scheduled underlying primary coverage. In either event, any other insurance maintained by the City, its officers, agents, employees or volunteers shall be in excess of this insurance and shall not cont ribute with it.

3. SEVERABILITY OF INTEREST. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company’s limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included.

4. CANCELLATION NOTICE. With respect to the interests of the City, this insurance shall not be canceled, or materially reduced in coverage or limi ts except after thirty (30) days prior written notice by receipted delivery has been given to the City.

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

6. SCOPE OF COVERAGE. This policy, if primary, affords coverage at least as broad as:
a. Insurance Services Office Commercial General Liability Coverage, “occurrence” form CG0001; or b. If excess, affords coverage which is at least as broad as the primary insurance form CG0001.

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

ENDORSEMENT HOLDER

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

AUTHORIZED REPRESENTATIVE
Broker/Agent Underwriter

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

Signature
(original signature required)

Telephone: ( ) Date Signed

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

SUBMIT IN DUPLICATE
ENDORSEMENT NO.

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

Insurance Company:

Policy No.:

Policy Period: (from) (to)
LOSS ADJUSTMENT EXPENSE Included in Limits
In Addition to Limits
Telephone: Deductible Self-Insured Retention (check which) of $ with an Aggregate of $ applies to
coverage. Per Occurrence Per Claim (which) NAMED INSURED

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

CITY AGREEMENTS/PERMITS

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

Name:

Address:

Telephone: ( )

$ per accident, for bodily injury and property damage.

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

2. CONTRIBUTION NOT REQUIRED. As respects: (a) work performed by the named insured for or on behalf of the City; or (b) products sold by the named insured to the City; or (c) premises leased by the named insured from the City, the insurance afforded by this policy shall be primary insurance as respects the City, its officers, agents, employees or volunteers; or stand in an unbroken chain of coverage excess of the named insured’s scheduled underlying primary coverage. In either event, any other insurance maintained by the City, its officers, agents, employees or volunteers shall be in excess of this insurance and shall not cont ribute with it.

4. CANCELLATION NOTICE. With respect to the interests of the City, this insurance shall not be canceled, or materially reduced in coverage or limits except after thirty (30) days prior written notice by receipted delivery has been given to the City.

6. SCOPE OF COVERAGE. This policy, if primary, affords coverage at least as broad as:
a. Insurance Services Office Automobile Liability Coverage, “occurrence” form CA0001, code ("any auto"); or b. If excess, affords coverage which is at least as broad as the primary insurance form referenced in the preceding section (1).

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

ENDORSEMENT HOLDER

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

AUTHORIZED REPRESENTATIVE
Broker/Agent Underwriter

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

Signature
(original signature required)
Telephone: ( ) Date Signed
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EXHIBI
T D

TRADE SERVICES AGREEMENT
(CITY of Oxnard and County First Fire, LLC
dba County Fire Protection)

LIVING WAGE POLICY

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

A. SERVICE PROVIDER shall compensate any employee of SERVICE PROVIDER who provides services under this Agreement in accordance with the Living Wage Policy, attached hereto and incorporated herein by reference as the Living Wage Policy Exhibit.

While this Agreement is in effect, SERVICE PROVIDER shall pay such employee no less than $ 19.51 per hour for each hour that such employee provides services under this Agreement. In addition, while this Agreement is in effect, SERVICE PROVIDER shall provide to such employee no less than 96 hours of paid leave per calendar year.

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

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

D. In addition, if SERVICE PROVIDER fails to comply with the Living Wage Policy in any manner, SERVICE PROVIDER shall pay to CITY a fine of $500 and shall pay to any employee providing services under this Agreement a penalty of three times the amount or value of the compensation owed to such employee under the Living Wage Policy.

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

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CITY OF OX

NARD LIVING WAGE REQUIREMENTS
EFFECTIVE JULY 1, 2024

SERVICE PROVIDER shall compensate any employee of SERVICE PROVIDER who provides services under this Agreement in accordance with the Living Wage Policy, attached hereto and incorporated herein by reference as Exhibit D. While this Agreement is in effect, SERVICE PROVIDER shall pay such employee no less than $19.51 per hour for each hour that such employee provides services under this Agreement. This hourly rate shall be adjusted on July 1, 2025 , an d each July 1 thereafter, according to the percentage change in the Consumer Price Index, all items, prepared by the Bureau of Labor Statistics for the Los Angeles area relating to all urban consumers (CPI -U), index base 1982-84=100, comparing May of the previous year to May of the current year. In addition, while this Agreement is in effect, SERVICE PROVIDER shall provide to such employee no less than 96 hours of paid leave per calendar year.

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

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

c. In addition, if SERVICE PROVIDER fails to comply with the Living Wage Policy in any manner, SERVICE PROVIDER shall pay to CITY a fine of $500 and shall pay to any employee providing services under this Agreement a penalty of three times the amount or value of the compensation owed to such employee under the Living Wage Policy.

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

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EXHIBI
T E

TRADE SERVICES AGREEMENT
(CITY of Oxnard and County First Fire, LLC
dba County Fire Protection)

PREVAILING WAGE

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

2. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on request.

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

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

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

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

6. SERVICE PROVIDER shall comply with Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Administrative Code Ti tle 8, Section 200 et seq. concerning the employment of apprentices on public works projects for all apprenticeable occupations.

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

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

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

8. SERVICE PROVIDER is not qualified to bid on, be listed in a Bid proposal, or engage in the performance of any contract for public work, as defined in Labor Code Sections 1720 through 1861, unless currently registered and qualified to perform public work pursuant to Labor Code Section 1725.5. SERVICE PROVIDER shall continue without interruption to stay registered and qualified to perform public work pursuant to Section 1725.5 for the duration of the term of this Agreement. This provision does not apply to construction, alteration, demolition, installation or repair work of $25,000 or less or to maintenance work of $15,000 or less.

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

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

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

12. SERVICE PROVIDER shall be responsible for each and every one of its subcontractors’ compliance with Chapter 1, the DIR’s rules and regulations, and Labor Code Sections 1860 and 3700. SERVICE PROVIDER shall include in the written contract between it and each subcontractor a copy of, and a requirement that each subcontractor shall comply with, those statutory provisions. SERVICE PROVIDER shall be required to take all actions necessary to enforce such contractual provisions and ensure Agreement No. 32500297

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

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

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CITY COUNCIL AGENDA REPORT

INFORMATION/CONSENT AGENDA
AGENDA ITEM NO. K.5

DATE: February 4, 2025

TO: City Council

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

SUBJECT: Public Project Agreement 32500337 with Langkilde’s Fire Protection Inc. for Maintenance, Inspections and On-Call Minor Repairs for Fire Suppression Systems, Specification No. PW 25-08R.

RECOMMENDATION

That the City Council approve and authorize the Mayor to execute an Agreement with Langkilde’s Fire Protection Inc. for a three-year term for a total contract amount not to exceed $700,000 for maintenance, inspections, and minor repairs to fire suppression systems at City-owned facilities.

(As of the date of this City Council agenda being posted, there is not yet an outcome from the January 28, 2025 Public Works and Transportation Committee. Staff is available to answer any questions.)

BACKGROUND

The Public Works Department consists of multiple divisions that include: Fleet, Special Districts, Water, Wastewater, Recycled Water, Stormwater, Environmental Resources, Facilities, and Parks. These divisions manage more than 36 building locations that are equipped with fire suppression systems that require annual inspections, maintenance, and repairs to ensure regulatory compliance and safeguard public health, safety, the environment, and City property. These systems include wet sprinkler systems and the associated components designed to detect and suppress fires before causing extensive damage, as well as chemical suppression systems for sensitive areas such as server rooms. All service work and maintenance must be performed by a State licensed Contractor with a Fire Protection Specialized License (C- 16). Fire suppression services are essential for inspections, preventive maintenance, repairs, tracking and compliance reporting. As a result, the Public Works Department depends on contracted fire suppression technicians to promptly address scheduled and unscheduled inspections, maintenance, and repairs.

County Fire Protection (dba County First Fire, LLC) has been providing these fire suppression services since December 2021. The most recent two-year agreement, valued at $195,000, enabled City Staff to determine that the City has been averaging approximately $200,000 annually for these services. Recent fire suppression inspections noted that there are eight city facilities in need of repairs, totaling approximately $130,000. Although the County Fire Agreement expires in March of 2026, the not-to-exceed amount has already been met. Therefore, the new Agreement terms and not-to-exceed amount will allow the City to continue these services during this fiscal year and the subsequent years of the three-year term.

DISCUSSION

The Notice Inviting Formal Bids (NIFB) for the Project was originally published in the local newspaper on October 10, 2024, and also posted to multiple online platforms and distributed directly to 21 potential contractors, including the company that is currently under contract for this work. Bids were due on October 28, 2024, and only one bid was received from Langkilde’s Fire Protection. That bid was rejected as non-responsive due to material errors in the bid submission. The rebid of the project was published on November 7, 2024, in the local newspaper. Additionally, the rebid NIFB was posted to multiple online platforms, including the City’s website, and again distributed directly to 21 172
contractors who have registered with the City to be notified of Public Project bids that fall within their license category. All bids were due on November 26, 2024. The City again received a single bid from Langkilde’s Fire Protection Inc. All bid items included the hourly and annual rates for both scheduled and non-scheduled labor with the cumulative amount equaling $2,975.00.

Langkilde’s Fire Protection Inc. (Langkilde’s) submitted a responsive bid in accordance with the City’s NIFB. After this determination, procurement staff reviewed all documentation submitted by Langkilde’s and its subcontractors. Staff verified that the required, currently valid licenses were in place, checked the federal Occupational Safety and Health Administration (OSHA) website for any safety violations, and confirmed registration with the California Department of Industrial Relations (DIR). Based on the available information and the research conducted, staff is confident that the contractor is capable of successfully completing the project. Therefore, staff recommends that the City Council award the contract for this project to Langkilde’s.

Work under this Agreement will be managed through Task Orders issued by the Project Manager before any work begins during normal business hours. For after-hours work, a Task Order must be submitted by the next business day. The Contractor is required to provide all necessary labor, materials, equipment, and other incidentals necessary to perform both scheduled and unscheduled work for the Public Works Department. All work performed under this agreement will be compensated at prevailing wage rates.

STRATEGIC PRIORITIES

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

FINANCIAL IMPACT

The total cost for this Agreement with Langkilde’s Fire Protection Inc. shall not exceed $700,000 over three years. Costs for these services for the current fiscal year are included in the Fiscal Year 2024-25 Adopted Budget. These funds are charged to the respective departments and divisions based on the City Council-approved funding within their budgets.

The funds will only be paid for the actual services rendered as part of this Agreement and there are no guaranteed spending amounts. Subsequent fiscal year allocations will be requested during the annual budget process.

COMMITTEE OUTCOME

As of the date of this City Council agenda being posted, there is not yet an outcome from the January 28, 2025 Public Works and Transportation Committee. Staff is available to answer any questions.

Prepared by: Steve Howlett, Assistant Public Works Director

ATTACHMENTS

1. Agreement 32500337 - Langkilde

2. Prior Agreement 32300116 Rate Sheet

173
Agreement No.: 32500337
1 CITY OF OXNARD CONTRACT FOR

NOTICE INVITING BIDS FOR

MAINTENANCE, INSPECTIONS AND ON-CALL MINOR

REPAIRS FOR FIRE PROTECTION SUPPRESSION SYSTEMS (REBID) SPECIFICATION NO. PW 25-08R

THIS CONTRACT (“Contract”) is made and entered this ______ day of _____________, 2025 (“Effective Date”), by and between the CITY OF OXNARD, a California municipal corporation (“City”) and LANGKILDE’S FIRE PROTECTION INC. (“Contractor”). Contractor’s license number is 1057077.

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

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

2. Scope of Services. Contractor shall perform all Tasks in a good and workmanlike manner for the project identified as the Maintenance, Inspections and On-Call Minor Repairs for Fire Suppression Systems (Rebid), Specification No. PW 25-08R (“Project”), as described in this Contract and in the Contract Documents, throughout the Contract Term. The Bid Sheets from the Contractor’s Bid Response are attached hereto as “Exhibit A” and incorporated herein by this reference. The Special Provisions from the Contract Documents are attached hereto as “Exhibit B” and incorporated herein by this reference.

3. Compensation. In consideration of the services rendered pursuant to the requirements listed in the Contract Documents, City shall pay Contractor for each Task in accordance with the Contract Unit Prices submitted in the Bid and included in the attached Exhibit A, which in any case shall not exceed seven hundred thousand dollars ($700,000) during the Contract Term.

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

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

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

6. Prevailing Wages. City and Contractor acknowledge that the Tasks comprising the Project are public works to which prevailing wages apply. Once the Project Manager issues a Task Order, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the corresponding Task will be on file with the Project Coordinator at City Hall and will be made available to any interested party on request. Contractor and all Subcontractors are not qualified to bid on, be listed in a Bid proposal, or engage in the performance of any contract for public work, as defined in Labor Code Sections 1720 through 1861, unless registered and qualified to perform public work pursuant to Labor Code Section 1725.5 at the time of Bid submission.
174
Agreement No.: 32500337
2 7. Workers’ Compensation. Labor Code Sections 1860 and 3700 provide that every contractor will be required to secure the payment of compensation to its employees. In accordance with the provisions of Labor Code Section 1861, by signing this Contract, the Contractor certifies as follows: “I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the Work of this Contract.”

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

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

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

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

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

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3 IN WITNESS WHEREOF, the parties hereto have executed the Agreement on the first written above.

CITY OF OXNARD LANGKILDE’S FIRE PROTECTION INC.
☒ Luis Mc Arthur, Mayor1 Date Alfred Langkilde, Jr., CEO 2 Date ☐ Purchasing Manager
Nia C. Langkilde, Secretary, CFO Date
ATTEST:

Date Lourdes A. López, City Clerk
(only if Mayor signs)
APPROVED AS TO FORM:

Stephen M. Fischer, City Date
Attorney (always required)
1 The City Council must authorize and the Mayor must execute any agreement over $200,000. The Purchasing Agent may execute any authorized agreement up to $200,000 . 2The City requires the following for any contract:
● For a corporation, the signatures of the Board President, CEO or Vice President and of the Board Secretary, Assistant Secretary, CFO or Assistant Treasurer; ● For an LLC, the signatures of at least two managers of the LLC (company directors, not lower-level managers); or
● For a partnership, the signature of a partner. If the partnership is a limited partnership, the signer must be a general partner.

If the company has a different structure, or if the above-listed persons are not the appropriate signers, please submit to the City Attorney legally-binding documentation stating who can sign and bind your company.
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4 Exhibit INS-I

INSURANCE REQUIREMENTS FOR VENDORS
(WHO DELIVER, INSTALL OR MAINTAIN PRODUCTS)

1. Vendor shall obtain and maintain during the performance of any services under this Agreement the following insurance against claims for injuries to persons or damages to property which may arise from or in connection with the sale and delivery, installation or maintenance of products by vendor, its agents, representatives, or employees.

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.

2. Vendor shall, prior to performance of any services, file with the Risk Manager certificates of insurance with original endorsements effecting coverage required by this Exhibit INS-I. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements are to be on the attached forms or on other forms approved by the Risk Manager. All certificates and endorsements are to be received and approved by the Risk Manager before work commences. City reserves the right to require complete certified copies of all required insurance policies at any time. The certificates of insurance and endorsements shall be sent via email. If you have not received your request or are having difficulty with electronic upload, contact [email protected]

3. Vendor 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. Vendor 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 vendor; products and completed operations of vendor; premises owned, occupied or used by vendor; or automobiles owned, leased, hired or borrowed by vendor. The coverage shall contain no special limitations on the scope of protection afforded to City, its City Council, officers, employees and volunteers. The General Liability Special Endorsement Form and Automobile Liability Special Endorsement Form attached to this Exhibit INS-I or substitute forms containing the same information and acceptable to the Risk Manager shall be used to provide the endorsements (ISO form CG 2010 11/85 or if not available, CG 2010 with an edition date prior to 01/04 and CG 2037).

6. Any deductibles or self-insured retentions must be declared to and approved by the Risk Manager. At the option of the Risk Manager, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City, its City Council, officers, employees and volunteers, or the vendor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. 177
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5 INSTRUCTION FOR SUBMITTING INSURANCE CERTIFICATES AND ENDORSEMENT FORMS

Certificates of Insurance

Please note the certificate holder address must be as shown on the attached sample accord form with the contract number and insurance exhibit identification information completed. Improperly addressed certificates may delay the contract start-up date because the City’s practice is to return unidentifiable insurance certificates to the insured for clarification as to the contract number. Cancellation provisions must be endorsed to the policy. Modifying the certificate does not change coverage or obligate the carrier to provide notice of cancellation.

Endorsement Forms

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6 SAMPL

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

PRODUCER

CODE SUB-CODE COMPANIES AFFORDING INSURANCE COVERAGE INSURED COMPANY

LETTER A SPECIFY COMPANY NAMES IN THIS SPACE COMPANY

LETTER B COVERAGES
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO LTR

TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MM/DD/YY)

POLICY EXPIRATION DATE (MM/DD/YY)
LIMITS

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

GENERAL AGGREGATE $1,000,000
PRODUCTS COMP/OP AGG. $1,000,000
PERSONAL & ADV. INJURY $1,000,000
EACH OCCURRENCE $1,000,000
FIRE DAMAGE (Any one fire) $
MED. EXPENSE (Any one person) $

AUTOMOBILE LIABILITY [x] ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON-OWNED AUTOS GARAGE LIABILITY

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

EXCESS LIABILITY UMBRELLA FORM OTHER THAN UMBRELLA FORM

EACH OCCURRENCE $
AGGREGATE $

WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY

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

OTHER

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

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

CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE

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7 GENERAL LIABILITY SPECIAL ENDORSEMENT
FOR THE CITY OF OXNARD (the “City”)
SUBMIT IN DUPLICATE ENDORSEMENT NO.

ISSUE DATE (MM/DD/YY)

PRODUCER POLICY INFORMATION:

NAMED INSURED

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

CITY AGREEMENTS/PERMITS

TYPE OF INSURANCE GENERAL LIABILITY
 COMMERCIAL GENERAL LIABILITY
 COMPREHENSIVE GENERAL LIABILITY
 OWNERS & CONTRACTORS PROTECTIVE

 Claims Made
Retroactive Date
 Occurrence

OTHER PROVISIONS

COVERAGES
LIABILITY LIMITS IN THOUSANDS $ EACH OCCURRENCE AGGREGATE  GENERAL
 PRODUCTS/COMPLETED OPERATIONS
 PERSONAL & ADVERTISING INJURY
 FIRE DAMAGE



Underwriter=s representative for claims pursuant to this insurance.

CLAIMS:

Name:

Address:

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

2. CONTRIBUTION NOT REQUIRED. As respects: (a) work performed by the named insured for or on behalf of the City; or (b) products sold by the named insured to the City; or (c) premises leased by the named insured from the City, the insurance afforded by this policy shall be primary insurance as respects the City, its officers, agents, employees or volunteers; or stand in an unbroken chain of coverage excess of the named insured’s scheduled underlying primary coverage. In either event, any other insurance maintained by the City, its officers, agents, employees or volunteers shall be in excess of this insurance and shall not contribute with it.

4. CANCELLATION NOTICE. With respect to the interests of the City, this insurance shall not be canceled, or materially reduced in coverage or limits except after thirty (30) days prior written notice by receipted delivery has been given to the City.

6. SCOPE OF COVERAGE. This policy, if primary, affords coverage at least as broad as: a. Insurance Services Office Commercial General Liability Coverage, “occurrence” form CG0001; or b. If excess, affords coverage which is at least as broad as the primary insurance form CG0001.

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

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

AUTHORIZED REPRESENTATIVE
 Broker/Agent  Underwriter  I (print/type name), warrant that I have authority to bind the above-mentioned insurance company and by my signature hereon do so bind this company to this endorsement. Signature (original signature required) Telephone: ( ) Date Signed 180
Agreement No.: 32500337

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

SUBMIT IN DUPLICATE
ENDORSEMENT NO. ISSUE DATE (MM/DD/YY)
PRODUCER POLICY INFORMATION:

Insurance Company: Policy No.: Policy Period: (from) (to) LOSS ADJUSTMENT EXPENSE  Included in Limits  In Addition to Limits
Telephone:  Deductible  Self-Insured Retention (check which) of $ with an Aggregate of $ applies to coverage.  Per Occurrence  Per Claim (which) NAMED INSURED APPLICABILITY. This insurance pertains to the operations, products and/or tenancy of the named insured under all written agreements and permits in force with the City unless checked here  in which case only the following specific agreements and permits with the City are covered:

CITY AGREEMENTS/PERMITS

TYPE OF INSURANCE OTHER PROVISIONS
 COMMERCIAL AUTO POLICY
 BUSINESS AUTO POLICY
 OTHER
LIMIT OF LIABILITY CLAIMS: Underwriter’s representative for claims pursuant to this insurance.

Name:

Address:

Telephone: ( )

$ per accident, for bodily injury and property damage.

2. CONTRIBUTION NOT REQUIRED. As respects: (a) work performed by the named insured for or on behalf of the City; or (b) products sold by the named insured to the City; or (c) premises leased by the named insured from the City, the insurance afforded by this policy shall be primary insurance as respects the City, its officers, agents, employees or volunteers; or stand in an unbroken chain of coverage excess of the named insured’s scheduled underlying primary coverage. In either event, any other insurance maintained by the City, its officers, agents, employees or volunteers shall be in excess of this insurance and shall not contribute with it.

4. CANCELLATION NOTICE. With respect to the interests of the City, this insurance shall not be canceled, or materially reduced in coverage or limits except after thirty (30) days prior written notice by receipted delivery has been given to the City.

6. SCOPE OF COVERAGE. This policy, if primary, affords coverage at least as broad as: a. Insurance Services Office Automobile Liability Coverage, “occurrence” form CA0001, code ("any auto"); or b. If excess, affords coverage which is at least as broad as the primary insurance form referenced in the preceding section (1).

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

ENDORSEMENT HOLDER

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

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

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

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9 Bond No. __________

PAYMENT BOND
(LABOR AND MATERIALS)

KNOW ALL PERSONS BY THESE PRESENTS that:

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

(“Principal”)
(Name and address of Contractor)
a contract (the “Contract”) for the Work described as the Maintenance, Inspections and On-Call Minor Repairs for Fire Suppression Systems (Rebid), Specification No. PW 25-08R (the “Project”).

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

NOW, THEREFORE, we, the undersigned Principal, and

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

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

The Project shall be considered “accepted” for the purposes of triggering Bond deadlines at the Contractor’s final completion of all Tasks, the City’s acceptance of all Tasks, and the end of the Contract Term, whichever occurs last. Upon expiration of the time within which the California Labor Commissioner may serve a civil wage and penalty assessment against the principal, any of its Subcontractors, or both the principal and its Subcontractors pursuant to Labor Code Section 182
Agreement No.: 32500337

10 1741, and upon expiration of the time within which a joint labor management committee may commence an action against the principal, any of its subcontractors, or both the principal and its subcontractors pursuant to Labor Code Section 1771.2, if the condition of this Bond be fully performed, then this obligation shall become null and void; otherwise, it shall be and remain in full force and effect.

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

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

Dated:

“Principal”

By:

Its:

By:

Its:

(Seal)

“Surety”

By:

Its:

By:

Its:

(Seal)

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

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11 Bond No. __________

PERFORMANCE BOND
KNOW ALL PERSONS BY THESE PRESENTS that:

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

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

NOW, THEREFORE, we, the undersigned Principal, and

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

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

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

The Surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract, including all incorporated documents, or of the Work to be performed under any Task Order shall in any way affect the Surety’s obligations under this Bond. The Surety hereby waives notice of any such change, extension of time, alteration or addition to the terms of the Contract or to the Work in any Task Order. Surety hereby waives California Civil Code 2845 and 2849. The City is the principal beneficiary of this Bond and has all rights of a party hereto. 184
Agreement No.: 32500337

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

Dated:

“Principal”

By:

Its:

By:

Its:

(Seal)

“Surety”

By:

Its:

By:

Its:

(Seal)

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

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14 187
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15 EXHIBIT B

SPECIAL PROVISIONS

MAINTENANCE, INSPECTIONS AND ON-CALL MINOR

REPAIRS FOR FIRE PROTECTION SUPPRESSION SYSTEMS (REBID) SPECIFICATION NO. PW 25-08R

1000 PROJECT DESCRIPTION AND LOCATION

The service Agreement includes contract pricing for inspections, testing, maintenance, and minor repairs to fire sprinkler and related suppression systems at various City Facilities throughout the City of Oxnard. Service requests include, but may not be limited to scheduled and non-scheduled services to water based and/or dry chemical fire protection/suppression systems. All Work must comply with and be performed in accordance with current industry standards, codes, and ordinances, including but not limited to, CAL Fire Office of the State Fire Marshal (“SFM”), Oxnard Fire Department (“OFD”), Oxnard City Code (“OCC”), California Building Code (“CBC”), National Fire Protection Association (“NFPA”), California Fire Code (“CFC”), the Contract Documents, and the fire suppression manufacturers recommendations.

City Facilities are located throughout the City of Oxnard as shown in the attached EXHIBIT 1 - Fire Suppression City Locations. The City may not service all locations included in EXHIBIT 1 - Fire Suppression City Locations.

1000-1 SCOPE OF WORK

Unless otherwise indicated, items of Work are inclusive to, but not limited to, the Contractor providing, delivering all labor, materials, tools, equipment, machinery, supplies, traffic control, safety measures, replacement of disrupted improvements, coordination, services, incidental and appurtenant work necessary to repair fire protection/suppression systems at various City building locations. Service calls shall be initiated by the Project Manager or Designee. Any code interpretation questions shall be addressed to the City of Oxnard Fire Marshal.

Markup on parts and materials shall not exceed 15% of the Contractor's cost. The Scope of Work shall include, but not be limited to:

A. General Requirements

1. Work performed under this agreement shall be in accordance with the most current version of the standards listed below and any revisions thereto a. National Fire Protection Association (NFPA), Fire Code b. National Fire Protection Association (NFPA) 12A, Standard on Halon 1301 Fire Extinguishing Systems
c. National Fire Protection Association (NFPA) 17A, Standard for Wet Chemical Extinguishing Systems
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16 d. National Fire Protection Association (NFPA) 25, Standard for the Inspection, Testing, and Maintenance of Water-Based Fire Protection Systems
e. National Fire Protection Association (NFPA) 70, National Electric Code f. National Fire Protection Association (NFPA) 101, Life Safety Code g. National Fire Protection Association (NFPA) 291, Recommended Practice for Fire Flow Testing
h. National Fire Protection Association (NFPA) 2001, Standard on Clean Agent Fire Extinguishing Systems
i. American National Standard Institute/American Society of Mechanical Engineers (ANSI&ASME) Standard A17.1

2. The Contractor shall assess the facility surroundings to determine necessary safety measures to protect City Staff and members of the public who may be present during the course of the Work; and if necessary shall furnish and provide necessary safety measures such as barricades, delineators, and/or warning signs.

3. The Contractor shall be responsible for collection, separation, storage, and disposal of all waste generated by the Task Order. Waste materials, scrap, and debris shall be removed from walkways and work areas at the end of each Work day; and equipment and vehicles shall not be parked on the traveled way or on any section where traffic is restricted at any time unless approved in advance by the Project Manager or Designee.

4. Work shall be performed only when directed by the Project Manager or Designee, and upon receipt of a fully executed Task Order issued by the City.

5. Perform site visit with Project Manager or Designee to inspect and identify course of action to complete window/glass repair; provide cost estimate that includes performance schedule establishing start and anticipated completion times to complete service request. Cost estimate shall be provided within three (3) working days once Scope of Work for minor repair has been mutually agreed; unless additional time is needed and mutually agreed by Project Manager or Designee and Contractor.

6. Upon arriving at the facility and prior to beginning Work, Contractor shall inspect, document, photograph, and notify the Project Manager or Designee of any observational issues, problems, obstructions, vandalism or safety hazards needing City attention.

7. All work shall comply with applicable Occupational Safety and Health Act (OSHA) standards to protect public health and safety; property, and the environment.

Applicable requirements such as of 29 CFR 1910/1926, 40 CFR 761, including but not limited to local, state and federal health and safety requirements.

8. The Contractor shall supervise and direct the efficient performance of all Work in accordance with the Contractor’s best skill, attention, judgment, industry standards 189
Agreement No.: 32500337

17 and/or any applicable manufacturer’s instructions, so as to not in any way endanger occupants or void a manufacturer’s warranty. Contractor shall be responsible to oversee the Work for the means, methods, techniques, sequences and the adequate numbers of skilled workers who are thoroughly trained, licensed and certified to provide the inspection, testing, maintenance and minor repair service tasks required under the Contract Documents.

9. In the event that Work performed shall require obstruction of pedestrian walkway or street traffic, the Contractor will be required to obtain an encroachment permit from the City.

B. Worksite Security Procedures and Conduct while Working at City Facilities.

1. Contractor and subcontractors shall wear neat-appearing uniforms (shorts not permitted) and footwear of a style that complies with all legal and safety requirements, including the requirements of Occupational Safety and Health Act (OSHA). Contractor and subcontractors must wear identification showing from whom they are employed.

Contractor to wear appropriate Personal Protective Equipment (PPE) and shall be worn at all times while performing services.

2. Contractor shall comply with instructions pertaining to conduct and building regulations as directed by the City.

3. Proper behavior and language by Contractor and subcontractors on City property are strictly required. Contractor shall be prohibited from disturbing items in City facilities, and from smoking in any City facility.

4. Tools, materials, equipment, and supplies used in the performance of these services shall be in a good state of repair, safe to use, and be used in the manner in which they were intended. All tools, materials, supplies and equipment must be picked up by the Contractor at the end of each work day, and leave the Work space in which they were working clean, safe and free of debris.

5. Contractor shall be required to successfully complete a City standard security clearance conducted by the Oxnard Police Department within thirty Working Days of award of this contract. This security clearance may include, but not be limited to, live scan and FBI background checks. This security clearance is required when working in the Public Safety Building and other areas of a sensitive nature designated by the City. The Contractor must have qualified employee’s security cleared and have on call at least one (1) security cleared employee for after-hours Work. Any employee denied security clearance shall be restricted from entering the designated worksites, and the Contractor shall provide an employee who has successfully obtained security clearance. Any cost for obtaining security clearance will be the responsibility of the Contractor.

6. Contractor to abide by all posted speed limits on City property.

7. Contractor vehicles shall be in good condition. All Contractor vehicles shall conform to all applicable State and Federal regulations; and be fully equipped and maintained. 190
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18 C. Service Work: When requested, maintenance, inspections, and on-call minor repairs for fire protection suppression systems may include, but shall not be limited to the following:

1. Contractor shall use the National Fire Protection Association (NFPA) Standard 25- Inspection, Testing, and Maintenance of Water-Based Fire Protection Systems and NFPA Standard 72, NFPA Standard 13, as well as the California Fire Code as the guideline for inspections, testing and maintaining automatic sprinkler systems.

2. The inspections are intended to provide assurance that the system(s) are ready for use and operable.

3. Contractor shall provide 24-hour continuous fire watch at each site while the system is on “test” mode. Contractor shall provide the City with the name, start/end hours and cellular phone number for each Department of Justice cleared person(s) responsible to perform fire watch duties.

4. Contractor shall provide all parts, labor, materials, tools, equipment and transportation necessary to service, repair, test and maintain all sprinkler systems, standpipe systems, and distribution valves to meet the requirements of the California Code of Regulations, California Administrative Code Title 19 (latest edition), National Fire Protection Association (NFPA)13/25 of which the more restrictive code or standard shall apply.

5. Contractor will notify the Project Manager or Designee before conducting an inspection or performing maintenance on any systems.

6. Inspection bid prices shall include all costs associated with each inspection, including any governmental fees or permits.

Inspections include, but may not be limited to the following:

7. Operation and examination of all post indicators. All stems on all valves will be greased, all gauges will be calibrated for accuracy and replaced as needed, conduct main drain test, and record static and residual pressures.

8. Test all system flow switches and audible alarms using inspector test valve, verify audible alarm within 90 seconds of flow, test all control valve supervisory devices for response and annunciation (where applicable) to communications office, and backflush and replace fire department connection as required.

9. All missing signs pertaining to sprinkler systems shall be replaced by the Contractor.

10. Replace any leaking sprinkler heads.

11. Check stock of spare sprinkler heads and replace as needed.

12. Check the condition of all visible sprinkler heads.

13. Fire pump assembly inspection, testing and maintenance as summarized in NFPA 25 and manufacturers recommendations.
191
Agreement No.: 32500337

19 14. Fire sprinkler system backflow prevention assemblies testing and maintenance as required by NFPA 25.

15. All inspection, testing, maintenance and investigation items listed in NFPA 25 with an inspection/ test frequency of annually shall be completed annually.

16. Tags required by code shall be updated with inspection and/ or testing record keeping information.

Inspection for chemical fire suppression systems include, but may not limited to the following:

17. Visually inspect appliance location and layout for nozzle coverage.

18. Visually inspect all surface, duct and plenum nozzles.

19. Verify there are no signs the system has been activated or tampered with.

20. Check pressure gauges for proper pounds per square inch (PSI).

21. Take the system out of service to avoid discharge of agent.

22. Test the detection line by cutting fusible links.

23. Replace all fusible links.

24. Replace blow off caps as needed.

25. Test proper operation of gas shut off valves.

26. Test proper operation of remote pull station.

27. Verify activation of system; activates fire alarm.

28. Inspection and service tag properly completed and attached to the system.

29. Put the system back into operation and verify fire alarm system is placed back into operation
D. Reporting Requirements:

1. Contractors who service, test, install and/ or maintain fire protection systems and devices within the City are required to enroll and utilize the Compliance Engine service (https://thecomplianceengine.com/) to file records of all system inspections, tests, and maintenance required by the referenced standards. It is the responsibility of the Contractor to upload test data to Compliance Engine upon completion of the Work.

2. At the completion of the Work of a Task Order, the Contractor may be asked to provide a summary report to the Project Manager or Designee with finding details, along with a list of materials replaced, and Task Order reference information provided by the Project Manager. The inspection, testing and preventative maintenance report form(s) shall meet or exceed applicable regulatory requirements for the proper inspection, testing and maintenance of fire suppression equipment. Contractor shall be responsible for updating the inspection, testing and maintenance report form(s) in a timely manner to reflect current codes, ordinances and requirements as they may change from time to time 192
Agreement No.: 32500337

20 throughout the Contract term. Testing and Maintenance records shall be uploaded to the Compliance Engine by Contractor and confirmation of the upload provided to the Project Manager.

1000-3 RESPONSE TIME

Response times by Contractor for requests made by the City via telephone call or email to the Contractor are to be made within the specified time periods stated below. Contractor shall respond to all urgent requests twenty-four (24) hours per day, three hundred sixty-five (365) days per year, including nights, weekends and holidays.

A. Non-Scheduled Urgent On-Call Minor Repair and Maintenance Services (Bid Item 6 and 7):

Contractor must verbally respond within thirty (30) minutes of telephone or email notification by the City. Contractor must be on site within two (2) hours of the notification and begin Work immediately. Urgent minor repairs are those where public interest and necessity demand the immediate expenditure of public money to avoid harm to or to safeguard life, health or property.

For urgent minor repairs needing time sensitive attention and authorized to start Work ahead of a Task Order/Purchase Order, the Contractor shall submit to the Project Manager or Designee an invoice or cost estimate within 48 hours from the time the Work was authorized. The cost estimate shall list the Scope of Work, materials, labor times, schedules and related items for urgent minor repairs completed and/or underway. Bulk charges will not be accepted; and hourly rates listed shall be consistent with hourly rates agreed.

When the extent of urgency is no longer necessary because the threat of public health and safety and/or property is no longer present, the Contractor shall coordinate with Project Manager or Designee to schedule minor repair and maintenance Work. Scope of Work to complete the minor repairs may require a separate cost estimate for non- scheduled urgent minor repairs.

B. Scheduled On-Call Minor Repair and Maintenance Services (Bid Item 5):

Contractor must verbally respond within four (4) hours of telephone or email notification by the City. The scope of Work and schedule shall be mutually agreed to between Project Manager or Designee and Contractor before Work begins. Work under this category shall be planned and scheduled Monday through Friday between the hours of 8:00 am and 5:00 pm unless otherwise agreed to by the Project Manager or Designee and Contractor.

Upon issuance of the task order for routine maintenance work and minor repairs, the Contractor is expected to commence the work within three (3) Working Days.

1000-4 SERVICE ESTIMATES AND TASK ORDER PROCESS

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21 A. Service Estimates:

All service requests shall include an estimate provided by the Contractor that describes the Work performed with itemized rates in categories that are consistent with the approved contract. Service estimate shall include itemized items such as time (hourly) estimate anticipated to complete the service request, materials cost (actual cost plus 15% percent mark-up), and local sales tax (currently 9.25%). Work cannot be listed as a lump sum total with labor, materials and other related/inclusive line items. The service estimate is required for the Project Manager or Designee to initiate the Task Order/Purchase Order approval process.

B. Task Orders:

All Work shall be pre-approved by a Task Order/Purchase Order issued by the Project Manager or Designee prior to starting Work. The Task Order/Purchase Order shall include cost breakdowns consistent with bid sheet pricing, all materials, labor, and sales taxes. A separate invoice is required for each Task Order issued pursuant to the Contract.

Contractor is required to itemize the number of hours it will take for completion of a Task Order. Material and equipment rentals will be reimbursed at cost (Contractor must include receipt of purchase with the invoice submitted to the City) plus 15% for material handling and Contractor will be required to itemize the supplies cost. When requested, the Contractor shall provide copies of receipts.

1000-5 PAYMENT

Work may not begin without an approved Purchase Order. Payment will not be processed without an approved Purchase Order. In the case of Non-Scheduled Urgent Work, if the Work was completed and invoiced promptly, then the invoice may be submitted instead of the proposal. The invoice rates must also have the itemized documentation which comply with the contract.

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

To assist with payment processing and avoid payment delays, ALL invoices shall be emailed to [email protected], and/others as directed, including the Project Manager (Cc’d). In addition to all other Contract requirements, invoices shall include Project related information to facilitate the payment process. Reference information such as:

- Invoice Number
- Estimate # | Task Order/Purchase Order #s
- Indicate if Partial/Final Invoice (Partial Invoicing shall be pre-approved) - Project Name & Address | Project Manager
- Description of Work including itemized costs as stipulated in Contract - Include copies of receipts for materials
- Copies of signed change orders (if applicable)

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22 1000-6 WARRANTY

A. The Contractor shall warranty all minor repair services against defective materials and workmanship for a period of one (1) year from date of completion of the service request.

Damage due to accidents, acts of nature, and service power surges, including those from sabotage and/or vandalism, are exempt from the warranty.

B. When defective material and/or workmanship is discovered which require minor repairs to be made under the warranty, all such work shall be performed by the Contractor at its own expense within five (5) calendar days or as agreed soon thereafter, after written notice of such defect has been given to Contractor by the City. Should the Contractor fail to repair such defective material and/or workmanship within five (5) calendar days thereafter, the City may cause the necessary minor repairs to be made by others, and enforce the Liquidated Damages clause or make a claim against the Contractors Performance Bond, at the City’s sole discretion.

C. In emergencies demanding immediate attention, if the Contractor is unable to respond within the required response time, the City shall have the right to enforce the Liquidated Damages clause, or make a claim against the Contractors Performance Bond, at the City’s sole discretion.

D. During the warranty period, the Contractor may be required to coordinate warranty repairs with the appropriate manufacturer or installing subcontractor(s). The Contractor shall notify the Project Manager or Designee in writing of any undue delays by the manufacturer or installing subcontractor in responding to warranty requests and provide a detailed summary of the nature and reason for said warranty requests.

E. Parts provided by the City shall be excluded from the defective material warranty requirement.

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EXHIBIT A

BID SHEET CONTRACT UNIT PRICES

MAINTENANCE, INSPECTIONS AND ON-CALL REPAIRS FOR FIRE PROTECTION

SUPPRESSION SYSTEMS
SPECIFICATION NO. PW 23-41
ITEM DESCRIPTION UNIT Total NO.

Annual Fire Sprinkler $ 170.00 /annually *
1 Inspection, Test and 1 Per Riser *includes $125 each annualCertify 1 Year (wet pipe, inspection plus $45 City of Oxnarddry pipe) Compliance Fees Annual Fire Sprinkler $ 540.00 /annually*
2 Inspection, Test and 1 Per Riser *includes $495 each annualCertify 5 year inspection plus $45 City of Oxnard Compliance Fees.

Annual Service, $ 170.00 /annually*
3 Inspection and Certify 1 *includes $125 each annualChemical Fire System inspection plus $45 City of Oxnard Compliance Fees
Annual Service, $ 170.00 /annually*
4 Inspection and Certify 1 *includes $125 each annualChemical Fire System inspection plus $45 City of Oxnard Compliance Fees
Scheduled On Call Hourly Rate
5 Repair and Maintenance Monday-Friday $ 85.00 /HR
Services 8:00am-5:00pm
Non Scheduled Urgent Hourly Rate $ 150.00 /HR
On Call Urgent Repair Monday-
6 and Maintenance FridayB:00am- Three (3) hour minimum for Services 5:00pm, * 2 hour each call out. response time
Hourly Rate
Non Scheduled Urgent Monday- $ 150.00 /HR
6 On Call Urgent Repair Friday5:01 pm -
and Maintenance 7:59 am, weekends Three (3) hour minimum for Services and holidays * 2 each call out.
hour response time
Agreement No.: 32300116
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CITY COUNCIL AGENDA REPORT

INFORMATION/CONSENT AGENDA
AGENDA ITEM NO. K.6

DATE: February 4, 2025

TO: City Council

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

SUBJECT: Lease and License Agreement A-8566 with Oxnard Drainage District #1.

RECOMMENDATION

That the City Council approve and authorize the Mayor to execute a Lease and License Agreement with Oxnard Drainage District No. 1 for an initial term of five years with additional five-year extension term provisions.

(As of the date of this City Council agenda being posted, there is not yet an outcome from the January 28, 2025 Public Works and Transportation Committee. Staff is available to answer any questions.)

BACKGROUND

The City of Oxnard (City) and the Oxnard Drainage District #1 (District) entered into a Lease Agreement on September 25, 1968, which granted the City the right to use and maintain specific District drainage facilities for stormwater management. The original agreement allowed for stormwater runoff from certain properties within the City limits to drain into District facilities. The City and the District entered into an updated agreement on November 1, 1980, A-3135, which replaced the 1968 agreement, and granted the City the right to use and maintain specific drainage facilities along Doris Avenue and Fifth Street, for stormwater management. In 1986, the parties amended A-3135, because certain requirements under the agreement were either completed or no longer applicable after the development of the Mandalay Bay area. A- 3135 expired on September 25, 2018, and the parties have been operating month-to-month since that time. The City and the District have negotiated a new contract that memorializes important provisions of the original purpose of the agreement for stormwater management purposes and reflects the current requirements for each party. The City is responsible for maintaining the drainage infrastructure, ensuring proper water flow, and implementing necessary improvements, while the District retains oversight and approval rights for major projects.

DISCUSSION

The City and District have finalized a new agreement. The Agreement provides the City a license to use the District’s facilities for stormwater management along Doris Avenue and Fifth Street and access to District Property adjacent to its facilities from which the City can use to conduct necessary operations and maintenance that support the City’s stormwater management needs. The new agreement is for a term of 5 years which begins upon full execution of the agreement after both parties have signed. The estimated start date is early 2025. This Agreement will expire after the initial five-year term, however, the parties may extend the Agreement for another five years after which it will renew automatically. Both parties may terminate the Agreement at any time and upon two years' notice, to allow the City sufficient time to obtain alternative arrangements for stormwater management in the area covered by the Agreement. There is no monetary component to the Agreement, however, the City incurs costs to maintain and operate the District's facilities, in turn for a Lease and License of the facilities and adjacent property.

A long-term alternative to this agreement involves designing and constructing a new underground piping system, within the City’s rights-of-way, to convey stormwater in the areas currently served by the District’s existing infrastructure. A project of this magnitude would cost millions of dollars which would include engineering, construction, and ongoing 197
maintenance. The Public Works Department is working on an update to the Master Plan of Drainage, which will include the contemplation of this long-term alternative. Continuing to utilize the District’s existing infrastructure under this agreement will only cost tens of thousands in staff labor. By leveraging the established system, the City ensures efficient and effective stormwater management by using staff labor.

STRATEGIC PRIORITIES

FINANCIAL IMPACT

Entering into this new agreement has no financial impact as there is no change to the costs for maintaining the applicable ODD #1 infrastructure. The Stormwater Fund (Fund 114) is a combination of the General Fund (Fund 101) and County Stormwater Assessment money, commonly known as Benefit Assessment Units (BAU), that funds the operating budget for all stormwater-related operation and maintenance activities. Labor costs for maintaining applicable ODD #1 infrastructure are included in the City Council approved FY 24-25 Stormwater operating budget. Funding for subsequent fiscal years will be requested through the annual budget process.

COMMITTEE OUTCOME

As of the date of this City Council agenda being posted, there is not yet an outcome from the January 28, 2025 Public Works and Transportation Committee. Staff is available to answer any questions.

Prepared by: Timothy Beaman, Assistant Public Works Director, Jan Hauser, Wastewater Division Manager, Luis Ortega, Management Analyst

ATTACHMENTS

1. Agreement A-8566

2. Final Agreement Exhibit A Doris Avenue Ditch

3. Final Agreement Exhibit B Fifth Street Ditch

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AgreementNo.A-8566

AGREEMENT
THISAGREEMENT(“Agreement”) is enteredintothisfirst(1
st
) dayofMarch2025(the“EffectiveDate”), by andbetweentheCityof Oxnard(“City”) andtheOxnardDrainageDistrict#1,a districtorganizedundertheprovisionsof theDrainageDistrictActof 1903(“District”).

WHEREAS,District,byanIndenturedatedJanuary2,1919,recordedinBook164ofDeedsatPage408,intheofficeoftheCountyRecorderofVenturaCounty, California,acquiredalltheright,titleandinterestof PattersonRanchCompany, to lay, install,construct,maintainandoperatetile,pipe,conduits,drains,ditchesandcanalsfordrainagepurposesonly, in,through,acrossonandoversaidPattersonRanch,oranyportionthereof(“ODDFacilities”).

WHEREAS,Cityand Districthaveheretoforeenteredintoa leaseagreementdatedSeptember25,1968.Suchagreementwassupplantedinitsentiretybya newagreement,datedNovember1,1980.Allprioragreements,including,butnotlimitedtotheaforementioned1968and1980agreementsandanyamendmentsthereto,areintendedtobesupplantedintheirentiretybythisAgreementandtherights,privileges,powersandimmunities,andtheduties,obligationsandrestrictionsofthepartieswithrespecttothefacilitieshereinafterdescribedshallbesolelydeterminedinaccordancewiththisAgreementfromtheEffectiveDateforward.

WHEREAS,CitydesirestoreceivealicensefromDistrictfortherightandprivilegetouseaportionoftheODDFacilitieshereinafterdescribedonthetermsandsubjecttotheconditionshereinafterdescribedforthepurposeof disposingof stormwaterandothersurfacewaterdrainage.

NOW, THEREFORE,in considerationof thepremisesandthecovenantshereinmade,Districtdoesherebygranta non-exclusivelicensetoCity, fortheTermanduponthetermsandconditionshereinafterstated,the followingdescribedpropertyanda portionof theODDFacilities:

1. DescriptionofProperty
A. Districtherebygrantsa licenseto Cityforaccessto andusetheODDFacilitiesasfollows:
i. Therighttolay, install,construct,maintainandoperateconduits,drains,ditchesandcanalsfordrainagepurposesonly, in,through,across,onoroverthepropertydescribedinExhibitA,attachedheretoandincorporatedherein.Saidproperty,forconvenience,issometimeshereinafterreferredtoastheDorisAvenueDitch. ii. Therighttolay, install,construct,maintainandoperateconduits,drains,ditchesandcanalsfordrainagepurposesonly, in,through,across,onoroverthepropertydescribedinExhibitB,attachedheretoandincorporatedherein.Saidproperty,forconvenience,issometimeshereinafterreferredtoastheFifthStreetDitch. 1 199
AgreementNo.A-8566
iii. Inadditiontotheabove-describedproperty, theDistrictdoesherebygranttotheCitya licensetouseanareatwenty(20)feetinwidthadjacenttothepropertydescribedinthisparagraph1.A.ThelicenseareashallbeselectedjointlybytheDistrictandtheCity, shallbelocatedwherepracticaloneachsideoftheparceltowhichit is adjacentandshallbeusedsolelyforthepurposeofmaintainingthepropertydescribedinthisparagraph1.A.

B. Thepropertydescribedinparagraph1,subparagraphA,subsectionsi throughiii,above,shallhereinbereferredtocumulativelyasthe“Property.” TheDorisAvenueDitchandtheFifthStreetDitcharesometimeshereincollectivelyreferredtoasthe“Ditches” orsingularlyasa“Ditch”.

C. Thereshallbe no consideration,charge or rentfor the Propertyotherthanthemaintenanceobligationssetforthin paragraph2 andtheotherobligationsoftheCitydescribedherein.

2. OperationandMaintenanceofDitches
A. CityshalloperateandmaintaintheDitches,duringtheTermofthisAgreement.Theterms“operateandmaintain”shallincludeallactsnecessaryorreasonablynecessarytomaintaina continuedflowin saidDitchesof surfaceor subsurfacewaterwhichhasseepedinto,or hasbeencausedor permittedto flowtherein,withoutunnecessary“ponding”in stagnantpools;suchtermsshallalsoincludetheelimination,insofaraspossible,of weeds,trees,andothergrowthin andalongtheDitchesandthebanksthereof,andallactsorpracticesnecessarytopreventtheerosionofadjoininglandsbytheflowofwaterinsaidDitches,andallactsandpracticesnecessarytopreventtheoverflowresultinginfloodingofadjoininglandsfromwaterfromsaidDitches.NowatershallbepermittedtobedischargedintotheDitchesinanyconcentratedoracceleratedmannersothaterosionorfloodingofadjoininglandsresults.

B. Intheeventthelicensedefinedinparagraph1(A)(iii)isinterruptedorsuspended,City’sobligationto maintaintheDitchadjacentto suchlicenseshallbeabatedpendingtherestorationbytheDistrictoftherightofaccess.

C. CityshallalsooperateandmaintainsaidDitchesin suchfashionthatsurfaceandsubsurfaceditches,drains,tilesandpipesnowexistingorhereafterinstalledon,inandunderagriculturallandsadjacenttotheDorisAvenueandFifthStreetDitches,andusedto drainsaidagriculturallands,andforleachingsaltsandotherdeleterioussubstancesfromsaidlands,shalldrainintotheDitches.NopartoftheDitchesshallbelinedwithcement,asphaltoranyothernon-poroussubstanceswithoutleavingsufficientopeningsand“weepholes”todrainsuchagriculturallands,itbeingtheintentionofthepartiesthatimprovementofthesaidfacilitiesshallbedoneinsuchfashionaswillnotraisethewatertableundertheagriculturallandsadjacenttotheProperty. AnyfuturedrainsinstalledbyeitherpartywithintheDitchesshallnotcauseanyerosionordamagetoanyexistingDitch.AnyconnectionorpipeconstructedbytheDistrictforthepurposeofdischarging 2 200
AgreementNo.A-8566
waterintotheditchshallbeinstalledwiththepriorapprovaloftheCity, soastopreventerosionoftheDitches.

D. It is recognizedandagreedthatagriculturallandincludedwithintheDistrictwillnotreceiveanydirectorindirectbenefitfromthisAgreement.Theownersofsuchlandsshallhavethe unrestrictedrightto discharge agriculturaldrainagewatersintosuchDitchesat alltimessubjecttoallapplicablefederal,state,regional,orlocalconditions,limits,permits,monitoringorrestrictionsthereto.Agriculturaldischargesshallcomplywithagriculturalwaterqualityrequirements,and willnot discharge any typeofprohibitedsubstancesintotheDitches.

3. Remedies
A. InadditiontoanyremedyavailabletotheDistrictortheCity, assetforthherein,andnotinlimitationthereof,intheeventtheDistrict’s engineershalldeterminethatanyphysicalcondition,includingbutnotlimitedtoplantandtreegrowthintheDitchesandthatsiltingexistsinanyDitchessoastomateriallyinhibittheflowofdrainageinsuchDitches,or presentanydangerorriskoffloodingtopropertyadjoiningsuchDitchorinthevicinitythereof,orpreventthedepositingofsubsurfacedrainageintosaidDitch,District,afterdemanduponCityandfailureofCitytoundertakeactionstocorrectsuchconditionwithina periodof thirty(30)daysor as maybemutuallyagreeduponbytheparties,followingthemakingofsuchdemand,DistrictmaycausesaidconditiontobecorrectedorcuredatthecostofCity.

B. IntheeventofthefailureofCitytoperformitsobligationsunderthisAgreement,withinthetimerequiredbythisAgreement,orifnotimeisspecified,withinareasonabletime,consideringallthefactsandcircumstancesthenexisting,afterreceiptofwrittendemandfromDistrictthattheactionrequiredhereunderbetaken,orthatactionorconditionsprohibitedhereunderbeended,thentheDistrictshallhavethefollowingremediesinthealternative:
(i) Districtshallhavetherighttotake,orcausetobetaken,theactionwhichhadbeendemandedofCity, ortoseekadeclaratoryjudgmentfromtheVenturaCountySuperiorCourtinordertocausecompliancewiththeobligationsofCityunderthisAgreement,andDistrict,intakinganysuchaction,shallhavetherighttogoontothesubjectpropertyandexercisethereon,thereinandthereunderalltherightswhichDistrictcouldexercisewithrespecttosuchpropertyhadthisleaseAgreementnotbeenenteredinto.IntheeventtheDistrictshalltake,orcausetobetakenanyactionpursuanttothisparagraph(i),CityshallpaytoDistrictthereasonablecostofsuchaction.IntheeventCityshallfailandrefusetopaysuchcost,thedisputeshallbesubmittedtotheVenturaCountySuperiorCourtforadeclaratoryjudgmentoftherightsofthepartiesunderthisAgreement.IntheeventofadeclaratoryjudgmentthatanyactiondemandedbyDistrictwasreasonablyrequiredunderthetermsofthisAgreement,thenCityshallimmediatelycommencesuchactionifDistrictshallnotalreadyhavetakenit;andintheeventofadeclaratoryjudgmentthatanyactiontakenbytheDistrict,after 3 201
AgreementNo.A-8566
failureorrefusalbyCitytotakesuchactionafterademandtherefor, wasactionDistrictwasreasonablyentitledtotakeunderthetermsofthisAgreement,thenCityshallpaythecostofsuchactiontakenbyDistrict,andineitherofsuchcasesshallpaythecostsofsuitincurredbyDistrictinsuchactionfordeclaratoryrelief,includingareasonableattorney'sfeetobedeterminedbytheCourt. (ii) Intheevent,aftertherenderingofadeclaratoryjudgmentthatDistrictmayreasonablyrequiretheperformanceofspecifiedactsbyCity, ortheterminationofspecifiedactsorconditionsbyCity, pursuanttothetermsofthisAgreement,Cityfailstoperformsuchactsorterminatesuchactsorconditions,asthecasemaybe,DistrictmaycancelthisleaseAgreementandallrightsofCityarisingunderthisAgreementshallthereuponceaseandterminateincluding,withoutlimitation,therighttodrainnon-agriculturallandsintotheDitches.

4. Notice
TheDesignatedRepresentativeslistedbelowshallbeauthorizedtoactonbehalfoftheCityandDistrict,beresponsiblefornegotiationsandcontractualmatters,andcoordinatewitheachothertoperformunderthisAgreement.

CityRepresentative:JanHauserWasteWater DivisionManager(805) [email protected], CA93033 District RepresentativeGregLewisDudaFarmFreshFoods860PacificAveOxnard, CA93030(805) [email protected]

5. MutualCooperation
Thepartiesagreeto cooperateandworktogethertoensurethattheCitymaintainsthePropertyin a safemannerthroughouttheTermof thisAgreement.TheDistrictshallcooperatewiththeCityinensuringthattheCitycomplieswithallregulatoryandwaterqualitystandardsrespectingthePropertyandtheDitchesandthewatercontainedtherein.TheDistrictagreesto cooperatewiththe Cityby providingaccessfor anyfuturemitigationmeasuresordevicesthatmayberequiredandtocooperatewiththeCityintheapplicationforanygrantsorotherfundingthatmightenhancethewaterqualityontheProperty.

6. Indemnification
A. TheCityagreestoanddoesherebyindemnifyDistrict,itsdirectors,officers,employees,membersandtheownersof propertywithintheDistrict,andholdsaidDistrict,itsdirectors,officers,employees,owners,andmembersharmlessfromandagainstanyandallactions,proceedings,damages,claims,taxes,demandsorliabilities,byanypersonorpersons,entityor entitiesin respectto anyor allof theactivitiesof City, itsagents, 4 202
AgreementNo.A-8566
employees,or thirdpersonsor entitiescontractingwiththem,for all actsand/oromissionstakenormadeunderorpursuanttothisAgreement,andagainstalldamagesorchargessustainedorincurredthereby.

B. ThedutytodefendisaseparateanddistinctobligationfromtheCity’sdutytoindemnify.TheCityshallbeobligatedtodefend,inalllegal,equitable,administrative,orspecialproceedings,immediatelyupontendertotheCityoftheclaiminanyformoratanystageof an actionor proceeding,whetheror notliabilityis established.Anallegationordeterminationof negligenceor willfulmisconductbytheDistrictshallnotrelievetheCityfromitsseparateanddistinctobligationtodefendtheDistrict.Theobligationtodefendextendsthroughfinaljudgment,includingexhaustionofanyappeals.Thedefenseobligationincludestheobligationto provideindependentdefensecounselif theCityassertsthatliabilityiscausedinwholeorinpartbythenegligenceorwillfulmisconductof theDistrict.If it is finallyadjudicatedthatliabilitywascausedbythesoleactivenegligenceorsolewillfulmisconductoftheDistrict,theCitymaysubmita claimtotheDistrictforreimbursementofreasonableattorneys’feesanddefensecosts.

C. ThisSectionshallsurviveexpirationofthisAgreementoritsearliertermination.

7. NoOtherAgreementorRightsGranted
Anyright,titleorinterestgrantedtoCityhereinshallnotgiveCityanyright,titleor interestinortoanyothereasement,rightofway, pipe,tileline,ditchoranyotherpropertyor facilityownedbyDistrict,andthepartiesheretospecificallyacknowledgethatnorepresentationofanykind,andnoplans,havebeenmadewhichinvolveDistrictgrantingtoCityanyrightsorprivilegesotherthanthosespecificallysetforthherein.

8. TermofLease&License
A. ThetermofthisAgreement(the“InitialTerm”)shallbeginontheEffectiveDateandshallterminatefive(5)yearsfromtheEffectiveDateunlessextendedorterminatedasprovidedforherein.

B. ThisAgreementshallautomaticallyrenewattheendofeachTermforadditionalfive(5)yearterms(eachan“ExtendedTerm”)unlessterminatedassetforthbelow. TheInitialTermandallExtendedTermsarehereinsometimesreferredtoasthe“Term”.

C. ThisAgreementmaybeterminatedbyeitherpartyatanytimeaftertheexpirationoftheInitialTermbyprovidingwrittennoticetotheotherpartyatleasttwo(2)yearspriortotheexpirationoftheExtendedTerm.If suchnoticeisproperlygiven,suchterminationshallbeeffectiveat theendoftheExtendedTerm.Notwithstandingtheforegoing,thisAgreementmaybeterminatedatanytimeuponthewrittenagreementofbothparties.

9. CovenantAgainstAssessments
5 203
AgreementNo.A-8566
TheCityagreesthatnopartoftheagriculturallandsincludedwithintheDistrictshallbeincludedinanyspecialimprovementdistrict,oranyspecialassessmentdistrict,bytheCityforthepurposeofraisingfundsthroughtaxationfortheoperationand/ormaintenanceoftheDitches,orformakingimprovementsthereto,orforcarryingoutanyofthepurposesofthisAgreement.Notwithstandingtheforegoingprohibition,theownersofsuchagriculturallandsshallhavetherighttodischargeagriculturaldrainagewatersintosuchDitchesatalltimes.

10.ForceMajeure
CityshallbeexcusedfromperformanceunderthisAgreementtotheextentitispreventedfromperformingrequiredmaintenanceduetoanActofGod,fire,flood,earthquake,or otherunforeseenor unanticipatedeventthatpreventstheCity’s performance,andwhensatisfactoryevidenceis presentedto theDistrictandnon-performanceis notdueto faultorneglectoftheCity.

11.GoverningLaw
TheconstructionandinterpretationofthisAgreementandtherightsanddutiesoftheCityandDistricthereundershallbegovernedbythelawsoftheStateofCalifornia.

12.Assignment
NeitherpartymayassignthisAgreementnordelegateitsrightsordutiesunderthisAgreementwithoutthewrittenconsentoftheotherparty, whichconsentmaybewithheldatthesoleandabsolutediscretionoftheotherparty.

13.SuccessorsandAssigns
SubjecttothetermsofSection12,above,thisLeaseandLicenseAgreementshallbebindinguponandinuretothebenefitofthesuccessorsandpermittedassignsoftheCityandtheDistrict,forthebenefitoftheProperty.

14.EntireAgreement
ThisAgreementconstitutestheentireagreementoftheCityandDistrictregardingthe subjectmatterhereofandsupersedesall priorcommunications,agreementsandpromises,eitheroralorwritten. [signaturesonnextpage]
6 204
AgreementNo.A-8566
INWITNESSWHEREOF, thepartiesheretohaveexecutedtheLeaseandLicenseontheEffectiveDatefirstwrittenabove.

CityofOxnard OxnardDrainageDistrict#1
☐LuisMcArthur, Mayor
1 Date GregLewis,President Date☐AlexanderNguyen,CityManager☐JenniferYates,PurchasingManager GaryD.Arnold,Secretary DateATTEST:

LourdesA.López,CityClerk Date(ifMayorexecutes)
APPROVEDASTOFORM:

StephenM.Fischer, CityAttorney Date
1 TheCityCouncil must authorizeandtheMayor must executeanypropertylicenseover $100,000annually, over 3years, or both. TheCityManager mayauthorizeandexecuteanysuchlicenseupto$100,000annuallyif upto3years. ThePurchasingManager mayauthorizeandexecuteanysuchlicenseupto$50,000annuallyif upto3years.

TheCityrequiresthefollowingfor anycontract:●For acorporation, thesignaturesof theBoardPresident, CEOor VicePresident andof theBoardSecretary,Assistant Secretary, CFOor Assistant Treasurer;●For anLLC, thesignaturesof at least twomanagersof theLLC(companydirectors, not lower-level managers); or●For apartnership, thesignatureof apartner. If thepartnershipisalimitedpartnership, thesigner must beageneralpartner.If thecompanyhasadifferent structure, or if theabove-listedpersonsarenot theappropriatesigners, pleasesubmittotheCityAttorneylegally-bindingdocumentationstatingwhocansignandbindyour company. 7 205
D o r is D r a in
C it y o f O x n a r d G I S , T h e C it y o f O x n a r d G I S D iv is io n P a r c e ls
A b a n d o n e d L in e s
C o lle c t o r
4 / 2 9 / 2 0 2 4 , 4 : 3 3 : 5 9 P M
0 0 . 1 0 . 20 . 0 5 m i
0 0 . 1 5 0 . 30 . 0 7 k m
1 : 4 , 8 0 0
C it y o f O x n a r d
C it y o f O x n a r d G I S D iv is io n | T h e C it y o f O x n a r d G I S D iv is io n | C it y o f O x n a r d G I S | F r o m t h e U n it e d W a t e r C o n s e r v a t io n D is t r ic t , A u g u s t 2 0 2 2 | Doris Avenue
Doris Avenue
Exhibit A - Doris Avenue Ditch
Oxnard Maintenance Responsibility
Doris Avenue Ditch
206
F if t h S t r e e t D r a in
C it y o f O x n a r d G I S , T h e C it y o f O x n a r d G I S D iv is io n P a r c e ls
F ilt e r s
H y d r o d y n a m ic S e p a r a t o r ( e g V o r t e c h n ic ) C o lle c t o r
4 / 2 9 / 2 0 2 4 , 5 : 0 0 : 2 5 P M
0 0 . 1 0 . 20 . 0 5 m i
0 0 . 1 5 0 . 30 . 0 7 k m
1 : 4 , 8 0 0
C it y o f O x n a r d
C it y o f O x n a r d G I S D iv is io n | T h e C it y o f O x n a r d G I S D iv is io n | C it y o f O x n a r d G I S | F r o m t h e U n it e d W a t e r C o n s e r v a t io n D is t r ic t , A u g u s t 2 0 2 2 | Oxnard Maintenance Responsibility
Fifth Street Ditch
Exhibit B - Fifth Street Ditch
Edison Canal
Edison Canal
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CITY COUNCIL AGENDA REPORT

INFORMATION/CONSENT AGENDA
AGENDA ITEM NO. K.7

DATE: February 4, 2025

TO: City Council

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

SUBJECT: Multiple Agreements for On-Call Professional Engineering Services for Water, Wastewater, and Recycled Water Systems.

RECOMMENDATION

That the City Council approve and authorize the Mayor to execute the following Agreements, each with an initial term of one year from February 5, 2025, to February 4, 2026, with an option for four consecutive one-year period extensions ending February 4, 2030, for on-call professional engineering services for Water, Wastewater, and Recycled Water Systems:

1. Agreement 32500306 AECOM Technical Services, Inc. for a total amount not to exceed $1,000,000;

2. Agreement 32500307 Brown & Caldwell for a total amount not to exceed $1,000,000;

3. Agreement 32500308 Carollo Engineers, Inc. for a total not-to-exceed amount of $1,000,000;

4. Agreement 32500309 Dudek for a total amount not to exceed $1,000,000;

5. Agreement 32500310 GHD, Inc. for a total amount not to exceed $1,000,000;

6. Agreement 32500311 Kennedy Jenks Consultants, Inc., for a total amount not to exceed $1,000,000;

7. Agreement 32500326 Michael K. Nunley & Associates, Inc. DBA MKN for a total amount not to exceed $1,000,000;

8. Agreement 32500328 MNS Engineers, Inc. for a total amount not to exceed $1,000,000;

9. Agreement 32500312 Stantec Consulting Services, Inc. for a total amount not to exceed $1,000,000; and

10. Agreement 32500313 Woodard & Curran for a total amount not to exceed $1,000,000.

(As of the date of this City Council agenda being posted, there is not yet an outcome from the January 28, 2025 Public Works and Transportation Committee. Staff is available to answer any questions.)

BACKGROUND

The Water and Wastewater Divisions utilize consulting firms to provide licensed technical expertise on various subjects within the Waster, Wastewater, and Recycled Water systems. Agreements with these specialty firms are necessary due to the nature and volume of the work within the divisions and will continue to support the departmental needs for various projects. There are currently seven utility on-call professional service agreements. Existing agreements have an initial expiration of January 31, 2025, and in some cases, a time extension has been approved to accommodate open task orders.

The following summary includes the not-to-exceed (NTE) and amount spent as of December 19, 2024:

# Vendor Agreement # Agreement Start
Date
NTE Value Spent to
Date
1 AECOM Technical
Services, Inc.

A-8415 March 1, 2022 $1.5M $791,279.04
2 Brown & Caldwell A-8399 March 1, 2022 $750,000 $167,446.86 208
3 Carollo A-8413 February 1, 2022 $750,000 $523,264.09
4 Dudek A-8410 March 1, 2022 $1M $117,281.00
5 GHD A-8393 February 1, 2022 $1.5M $423,794.14
6 Kennedy Jenks A-8411 February 1, 2022 $750,000 $380,722.02 7 MNS A-8405 February 1, 2022 $1M $694,418.08

Pre-approved on-call professional service agreements reduce the amount of time necessary to complete certain types of smaller utility projects. These specialized services include but are not limited to project management, feasibility studies and assessments, design and engineering services, regulatory compliance and permitting, construction management and inspection, operational support and optimization, hydraulic modeling and analysis, sustainability and resource management, community and stakeholder engagement, and reporting and documentation.

DISCUSSION

On September 11, 2024, the Purchasing Department issued a Request for Qualification (RFQ) 25-29 for On-Call Professional Engineering Services. The RFQ was directly sent to six potential vendors and published on www.PublicPurchase.com as well as the City’s Purchasing website. Proposals were due October 17, 2024, and a total of 15 proposals were received from the following vendors:

Aecom Advanced Hydro Engineering Brown & Caldwell
Cannon Carollo Engineers, Inc. Dudek
Filippin Engineering Geosyntec Consultants GHD
Kennedy Jenks Consultants MKN & Associates MNS Engineers Stantec Consulting Services, Inc Water Systems Consulting Woodard & Curran

A panel that consisted of the Wastewater Division Manager, Interim Water Division Manager, and Assistant Director of Public Works selected 10 firms with a determination that the vendors in the above Recommendation section are the highest-ranked proposers based on the scoring criteria listed in the RFQ. Scoring criteria consisted of company profile, assigned staff, relevant experience and overall responsiveness that best met the City’s criteria from the RFQ, consistent with the City’s municipal code. Additionally, the awarded vendors meet all required City contractual provisions, including possession of a City business tax certificate, insurance certificates, and corporate filing with the California Secretary of State. Based upon the available information and research performed to date, staff believes that the awarded vendors are capable of satisfactorily performing On-Call Professional Services to the Water, Wastewater, and Recycled Water facilities.

Professional services under these agreements will be composed of task orders for each individual project assigned by the City and under the supervision of a Project Manager. The task order proposal will identify a concise description of 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 task order can be completed to the satisfaction of the City of Oxnard. Once the City has received all proposals, they will review each and make a selection of the firm based on factors that include price, experience, methods, and schedule.

STRATEGIC PRIORITIES

209
This agenda item supports the Infrastructure and Natural Resources strategy. The purpose of the Infrastructure and Natural Resources strategy is to preserve and improve our roads, utilities, parks, trees, water supply and natural resources through effective planning, prioritization, and an equitable and efficient use of available funding.

FINANCIAL IMPACT

The total cost for each agreement shall not exceed $1,000,000 over five years if extended. Funding will be charged from available funds in the Water Operating and Capital Funds 601 & 602 or Wastewater Operating and Capital Funds 611 & 612 dependent upon the services performed by task orders and available funds. The respective Division/Project Manager will ensure sufficient funding is available in the approved operating budget for related tasks prior to initiating work orders or services performed. Subsequent fiscal year allocations will be requested during the annual budget process.

COMMITTEE OUTCOME

As of the date of this City Council agenda being posted, there is not yet an outcome from the January 28, 2025 Public Works and Transportation Committee. Staff is available to answer any questions.

Prepared by: Timothy Beaman, Assistant Public Works Director

ATTACHMENTS

1. Agreement 32500306 AECOM Technical Services, Inc.

2. Agreement 32500307 Brown & Caldwell

3. Agreement 32500308 Carollo Engineers, Inc.

4. Agreement 32500309 Dudek

5. Agreement 32500310 GHD, Inc.

6. Agreement 32500311 Kennedy Jenks Consultants, Inc.

7. Agreement 32500326 Michael K. Nunley & Associates, Inc. DBA MKN

8. Agreement 32500328 MNS Engineers, Inc.

9. Agreement 32500312 Stantec Consulting Services Inc

10. Agreement 32500313 Woodard & Curran

11. Prior Agreement Rates and Costs Exhibits

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Agreement No. 32500306

ON-CALL PROFESSIONAL SERVICES AGREEMENT

BETWEEN

THE CIT
Y OF OXNARD AND AECOM Technical Services, Inc.

By This On-Call Professional Services Agreement (“Agreement”), the City of Oxnard (“City”) agrees to engage the Services of AECOM Technical Services, 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.”

1. [Intentionally Omitted]

2. SUMMARY DESCRIPTION OF SERVICES.

On-call Professional Engineering Services for the Water, Wastewater, and Recycled Water systems for the City of Oxnard for small to medium size technical and administrative tasks on an as needed basis.

The Services to be performed pursuant to this agreement will be limited to the particular professional services that are identified in the Scope of Services, attached hereto as Exhibit A. Consultant has been prequalified to perform the particular services required by the City and the City shall issue Task Orders describing the particular project or services required by the City to the prequalified consultants and consultants shall submit a responsive proposal to the City’s Project Manager.

Consultant is not be the exclusive provider of services to the City. The City does not guarantee a specified amount of work under this on-call agreement.

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.

AECOM Technical Services, Inc., a corporation of the State of California, located at 999 Town and Country Road, Orange, CA 92868.

4. TERM OF AGREEMENT: From: February 5, 2025 To: February 4, 2026 A. Time is of the essence in this Agreement

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B. The City shall have the option to ex ercise (4) 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 to tal 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.

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

5. AGREEMENT AMOUNT NOT TO EXCEED: $1,000,000.00 1

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 and Task Order Template
Exhibit B: Schedule of Compensation
Exhibit C: Insurance Requirement s: City Insurance Exhibit INS-A Exhibit D: Living Wage Policy
Exhibit E: Prevailing Wage Policy
Exhibit F: 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: Timothy Beaman
Title: Asst Director of Utilities
Phone: (805) 385-8141
Email: [email protected]
Consultant Designated Representative
Name: Bryan C. Paine
Title: Vice President, Company Officer
Phone: (714) 483-1354
Email: [email protected]
1 This is not a guaranteed dollar amount. No services or work performed pursuant to a Task Order shall exceed the “Not to Exceed” Amount of the Contract or the agreed upon amount stated in the Task Order.

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Agreement No. 32500306

Address: 6001 Perkins Road, Oxnard,
CA 93033
Address: 999 Town & Country Road,
Orange, CA 92868

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 the City.

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

C. 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 only the type or category of services as set forth in the “Scope of Services,” and pursuant to the information contained in the Task Orders issued pursuant to this agreement.

B. Task Orders may only be modified in writing by the City’s Project Manager or Designated Representative.

C. The Services issued pursuant to a Task Order shall be coordinated with the designated City Project Manager set forth in Exhibit A and are subject to the direction of the City Manager or Department Director. Consultant hereby designates as its Project Manager, the individual identified in Section 7 of this Agreement, as the person responsible for the Services who shall coordinate with City’s Project Manager in executing the Scope of Services and Task Order(s) under this Agreement.

D. Under no circumstances shall the C onsultant exceed the amount stated in the City’s Task Order or perform additional work or services that are not included in the Task Order

10. COMPENSATION. City shall pay Consultant for the Services performed pursuant to the terms of this Agreement and based on the hourly rates and fees set forth in the “Schedule of Compensation,” attached to and incorporated into this Agreement as “Exhibit B.” Consultant’s compensation shall not to exceed amount stated in the Task Order. Under no circumstances shall the Consultant perform work in excess of

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Agreement No. 32500306
the amount stated in the Task Order or the not to exceed amount 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.

The maximum not to exceed amount for any individual Task Order issued pursuant to this Agreement shall be $100,000.00 per Task Order or $200,000, if the Task Order is associated with an identified and approved Capitol Improvement Project.

B. Annual Rate and Fees adjustments must be requested in writing and shall not exceed 3% and are subject to approval by the City. Annual adjustments shall apply to Task Orders issued after the adjustment is approved and not retroactively to in progress Task Orders.

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.

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 wit h 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.

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D. Non-Appropriation of Funds. Payments to be made to Consultant by City for the Services performed wi
thin 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 written amendment. 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 or any Task Order issued under this Agreement. A written amendment signed by both Parties shall be required to authorize performance of and payment for Extra Services under this Agreement or Task Order.

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. FEDERAL GRANT FUNDING REQUIREMENTS . [RESERVED]

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Agreement No. 32500306

16. INDEPE
NDENT CONTRACTOR. Consultant is and shall at all times remain, as to City, a wholly independent contractor. Neither City nor any of its employees or agents shall have control over the conduct of Consultant or any of its employees, except as stated in this Agreement. Consultant has and shall retain the right to exercise full control over the employment, direction, means of performance, location, compensation and discharge of all persons assisting Consultant. This Agreement shall not be interpreted to prevent or preclude Consultant from rendering any Services for Consultant’s own account or to any other person or entity as Consultant in its sole discretion shall determine; provided, however, that performing such Services shall not materially interfere with the Services the Consultant shall perform for the City. The City retains the right to provide general instructions to and observe the Consultant in the performance of all Services done on behalf of the City.

Consultant and its employees, 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

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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 whic
h 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 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 and Task Orders 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. Ever y 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 t he 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

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Agreement No. 32500306
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 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 ex empt 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. Consul tant 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.

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Agreement No. 32500306

21. NOTICE OF BREACH AND OPPORTUNITY TO CURE. Neither Party will b e in
breach of this Agreement where the breach is capable of being cured, or until written notice of the breach is received from the non-breaching Party. The Party charged with breach will have fifteen (15) calendar days from the date of receiving such notice in which to cure the breach or otherwise respond. If the circumstances leading to the charge that the Agreement was breached have not been cured or explained to the satisfaction of the other Party within fifteen (15) days from the date on which the breaching Party received notice of breach, the non-breaching Party may terminate this Agreement. Notice shall be given in the manner set forth in section 22.

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 A 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 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.

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(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 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

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Oxnard City Council Living Wage Policy, attached as “Exhibit D” 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
thousand dollars ($25,000) or less when the project is for construction, alteration, demolition, installatio
n, 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 r
equired to be paid to all workers, including
subcontracted employees
. For further information regarding Prevailing Wage
Requirements please refer to Exhibit “E” attached to this Agreement.

A. To determine if this Agreement is subject to compliance monitoring and enforcement, go to:
https://www.dir.ca.gov/Public-W
orks/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 propos
es 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 cr eated 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

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ineligible vendors prohibited from doing business with the State of California and shall complete the Iran Contract Act Certification attached as Exhibit F.

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 or Task Order attached to this Agreement as “Exhibit A”. Consultant is fully responsible for satisfactory completion of all its 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

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

32. 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 or Task Orders 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

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Agreement No. 32500306
by City, whichever occurs later. Consultant shall mainta in all such records in City or
to promptly reimburse City for all reasonable costs incurred in conducting the audit at a location other than in City, including but not limited to expenses for personnel, salaries, private auditor, travel, lodging, meals and overhead. Consultant shall include a copy of this Section in all contracts with its subcontractors, and Consultant shall be responsible for immediately obtaining those records or other written material from its subcontractors upon a request by the State Auditor and/or City.

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.

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41. GOVERNING LAW. The terms of this Agreement s
hall 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.

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

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Agreement No. 32500306
additional obligations on the City are not binding upon the City and City’s Designated Represent
ative unless specifically 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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Agreement No. 32500306

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 AECOM Technical Services, Inc.

☐Luis Mc Arthur, Mayor2 Date Bry an C. Paine, Date ☐Jennifer Yates, Purchasing Manager3 Vice President, Company Officer

B r y a n R a s h , 4 Date
A s s i s t a n t S e c r e t a r y

A T T E S T :

Lourdes A. López, City Clerk Date
(only if Mayor signs)

APPROVED AS TO FORM:

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

2 The City Council must authorize and the Mayor must execute any agreement over $200,000. 3 The Purchasing Agent may execute any authorized agreement up to $200,000. 4 The City requires the following for any contract:
● For a corporation, the signatures of the Board President, CEO or Vice President and of the Board Secretary, Assistant Secretary, CFO or Assistant Treasurer;
● For an LLC, the signatures of at least two managers of the LLC (company directors, not lower-level managers); or ● For a partnership, the signature of a partner. If the partnership is a limited partnership, the signer must be a general partn er.

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Agreement No. 32500306

EXHIBIT A

ON-CALL PROFESSIONAL SERVICE AGREEMENT
(CIT
Y of Oxnard and AECOM Technical Services, Inc.)

SCOPE OF SERVICES
PROJECT MANAGERS:

Water: Chris Peyton Phone: 805-385-8111
email: [email protected]
Water: Susan Pan Phone: 805-200-5390
email: [email protected]
Wastewater: Jan Hauser Phone: 805-271-2205
email: [email protected]
The Consultant shall furnish all necessary labor, materials, equipment a nd other incidental and appurtenant work to provide On-Call Profe ssional Engineering Services for the Water, Wastewater, and Recycled Water systems for the City of Oxnard.

The Scope of Work may include, but not be limited to, consulting and project management related to the following systems and appurtenances:

Water Distribution
● Pump stations
● Pipelines
Water Treatment
● Desalter groundwater treatment
Water Production
● Wells
● Blending stations
Advanced Water Purification
● MF and RO membrane treatment
● Regulatory compliance
● Distribution
● Groundwater recharge
● IPR/DPR
Wastewater Collection
● Gravity sewer lines
● Manholes
● Lift Stations
● Force mains
● I/I analysis
Wastewater Treatment
● Process analysis and design
● Plant hydraulics
● Odor control
General
● Chemical storage and dosing
● Pumping systems
● Electrical systems
● Cost estimating

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Agreement No. 32500306
Project Management
● Define task order objectives, scope, and deliverables. ● Develop and maintain a detailed project schedule, including milestones and deadlines. ● Conduct progress meetings with the key project stakeholders. ● Track project budget, resources, and timelines to ensure efficient execution.

Feasibility Studies and Assessments
● Conduct preliminary assessments of existing water, wastew ater, and recycled water systems.
● Evaluate the feas
ibility of proposed projects , including cost-benefit analysis and risk assessments.
● Provide technical reports summarizing findings, recommendations, and potential impacts.

Design and Engineering Services
● Develop conceptual, preliminary, and detailed designs for water, wastewater, and recycled water systems.
● Prepare engineering drawings, specifications, and construction documents. ● Ensure designs comply with local, state, and federal regulations, as well as industry standards.

Regulatory Compliance and Permitting
● Assist in obtaining necessary permits from regulatory agencies. ● Provide guidance on compliance with environm ental regulations, including water quality standards and discharge permits.
● Prepare and submit required regulatory documentation and reports.

Construction Management and Inspection
● Provide oversight during the construction phase, including si te inspections and quality assurance.
● Review and approve contractor submitta ls, including shop drawings and material specifications.
● Monitor construction progress to ensure adhe rence to design specifications and project timelines.

Operational Support and Optimization
● Conduct operational assessments of existing syst ems to identify inefficiencies and areas for improvement.
● Provide recommendations for optimizing sy stem performance and reducing operational costs.
● Assist in the development of standard operating procedures (SOPs) and maintenance plans.

Hydraulic Modeling and Analysis
● Review and exercise hydraulic models for water, wastewater, and recycled water systems. ● Perform system capacity analysis to evaluate current and future demands.

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Agreement No. 32500306
● Use modeling tools to simulate various s cenarios
and assess the impact on system
performance.

Sustainability and Resource Management
● Provide expertise in water conservation strategies and demand management. ● Assess opportunities for integrating recycled water into existing systems. ● Develop strategies for reducing energy c onsumption and greenhouse gas emissions in utility operations.

Community and Stakeholder Engagement
● Facilitate public meetings and stakeholder consultations to gather input and address concerns.
● Prepare and distribute informational materials to communicate project objectives and benefits.
● Assist in developing and implementing communication plans to keep the public informed throughout the project.

Reporting and Documentation
● Prepare detailed reports summarizing project progress, findings, and recommendations. ● Maintain comprehensive records of all project-related activities, including communications, approvals, and changes.
● Provide final project documentation, including as-built drawings, operation manuals, and maintenance schedules.

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230
City of Oxnard
Insert Department Name
305 West Third Street, East Wing Oxnard, California
93030 TASK ORDER
All Task Orders must include
a copy of the vendor
proposal/estimate
Task Order No.: Agreement No.:

Task Order NTE Amount: Agreement NTE Amount:

City Purchase Order No.: Agreement Type:

Prime Consultant: Subconsultant(s):

PROJECT TITLE OR SPECIFICATION NO.:

PROJECT DESCRIPTION:

DESCRIPTION OF SERVICES TO BE PERFORMED UNDER THIS TASK ORDER:

TIME FOR COMPLETION OF SERVICES UNDER THIS TASK ORDER:

COMPENSATION FOR SERVICES SHALL NOT EXCEED THE TASK ORDER NTE AMOUNT.

City Project Manager:

Consultant Project Manager:

Services under this Task Order shall not proceed until this Task Order is executed by the City and Consultant and the City issues a Notice to Proceed. This Task Order may only be modified in writing and subject to City approval.

Consultant shall not exceed the scope of the task order or NTE amount.

City of Oxnard [Consultant]
________________________________ _________________________________ [designated rep] Date [Name & Title] Date
________________________________ _________________________________ Insert Department
Assistant Director/Director Date [Name & Title] Date
For internal City Use Only
Account Number and Project Number Example 1011234-53200-CXXXX On-Call PSA/GSA 2024

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Agreement No. 32500306

EXHIBIT B

ON-CALL PROFESSIONAL SERVICE AGREEMENT
(CITY of Oxnard and AECOM Technical Services, Inc.)

SCHEDULE

OF COMPENSATION

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Agreement No. 32500306

EXHIBIT C

ON-CALL PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and AECOM Technical Services, Inc.)

INSURANCE REQUI

REMENTS
Prior to contract approval and beginning of services under this agreement,

Consultant must procure, agree to maintain and supply evidence of insurance at the levels listed and in accordance with the other provisions listed in this document.
[SEE NEXT PAGES]

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Agreement No. 32500306

INSURANCE REQUIREMENTS FOR CONSULTANTS
(WITH ERROR

S AND OMISSIONS REQUIREMENT)

1. Consultant shall obtain and maintain during the performance of any services under this Agreement the following
insurance against claims for injuries to person s or damages to property which may arise from or in connection with the performance of services hereunder by Consultant, its agents, representatives, employees or subconsultants.
a. Commercial General Liability Insurance, including Contractual Liability, in an amount not less than $1
,000,000 combined single limit for bodily injury and property damage for each claimant for general liability with coverage equivalent to Insurance Services Office Commercial General Liability Coverage (Occurrence Form CG 0001). If a general aggregate limit is used, that limit sha ll 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 b
odily 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. Profession al liability/errors and omissions insurance appropriate to Consultant’s profession to a minimum coverage of $1,000,000, with neither Consultant nor listed subconsultants having less than $500,000 individually. The professional liability/errors and omissions insurance must be project specific with at least a one year extended reporting period, or longer upon request. d. Workers’ comp
ensation insurance in compliance w ith the laws of the State of California, and employer’s liability insurance in an am ount not less than $1,000,000 per claimant. Additionally, the workers’ compensation policy shall include a waiver of all rights of subrogation which the insurer may have against the City.

2. Consultant shall, prior to performance of any services, file with the Risk Manager certificates of insurance with o
riginal endorsements effecting coverage required by this Exhibit INS-A. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements are to be on the attached forms or on other forms approved by the Risk Manager. All certificates and endorsements are to be received and approved by the Risk Manager before commencement of services.

City reserves the right to require complete certified copi es of all required insurance policies at any time. The certificates of insurance and endorsements shall be sent via email. If you have not received your request or are having difficulty with electronic upload, contact [email protected]

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

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

5. The coverages provided to City shall be primary and not contributing to or in excess of any existing City insurance or self-insurance coverages (this must be endorsed). Additionally, the workers’ compensation policy shall include a waiver of all rights of subrogation which the insurer may have against the City. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to City, its City Council, officers, employees and volunteers. The insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

6. The insurer shall declare any deductibles or self-i nsured retentions to and be approved by the Risk Manager.

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

7. All insurance standards applicable to Consultant shall also be applicable to Consultant's subconsultants.

Cons
ultant agrees to maintain appropriate agreements with subconsultants and to provide proper evidence of coverage upon receipt of a written request from the Risk Manager. 11/24

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Agreement No. 32500306

INSTRUCTION FOR SUBMITTING INSURANCE CERTIFICATES AND ENDORSEMENT FORMS Certificates of Insurance
The sample accord form on the following page is provi ded to facilitate your preparation and submission of certificates of insurance. You may use this or any industry form that shows coverage as broad as that shown on the attached sample. Please note the certificate holder address must be as shown on the attached sample accord form with the contract number and insuran ce exhibit identification information completed.

Improperly addressed certificates may delay the contract st art-up date because the City’s practice is to return unidentifiable insurance certificates to the insured for clarification as to the contract number. Cancellation provisions must be endorsed to the policy. Modifying the certificate does not change coverage or obligate the carrier to provide notice of cancellation.

Endorsement Forms
Original endorsements are required for commercial general liability and business automobile liability insurance policies and must be attached to the applicable certificate of insurance. City preference is that the Consultant/insurer use the endorsement forms which are attached. Substitute forms will be accepted, however, as long as they include provisions comparable to the sample accord form.

INS-A.doc

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Agreement No. 32500306

ACORD CERTIFICATE OF INSURANCE IS SUE DATE (MM/DD/YY)
PROD
UCER

CODE SUB-C
ODE CO

MPANIES AFFORDING INSURANCE COVERAGE

INSURED

COMPANY

LETTER A SPECIFY COMPANY NAMES IN THIS SPACE

COMPANY

LETTER B
COVER
AGES

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY

PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO

WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

LTR TYPE OF INSURANCE
POLICY
NUMBER
POLICY

EFFECTIVE
DATE
(MM/DD/YY)
POLICY

EXPIRATION

DATE (MM/DD/YY) LIMITS

A GENERAL LIAB
ILITY
[x] COMMERCIAL GENERAL
LIABILITY [ ] CLAIMS
MADE [x] OCCUR.
[x] OWNER'S &
CONTRACTOR'S PROT.

GENERAL AGGREGATE
$1,000,000
PRODUCTS COMP/OP AGG . $1,000,000
PERSONAL & ADV. INJURY $1,000,000
EACH OCCURRENCE $1,000,000
FIRE DAMAGE (Any one fire) $
ME
D. EXPENSE (Any one person) $

A AUTOM

OBILE LIABILITY
[x] ANY AUTO

ALL OWNED AUTOS

SCHEDULED AUTOS

HIRED AUTOS

NON-OWNED AUTOS

GARAGE LIABILITY
COMBINED SINGLE $1,000,000
LIMIT
BODILY INJURY $
(P
er person)
BODILY INJURY $
(Per accident)

PROPERT
Y DAMAGE $

A EXCESS LIABILITY

UMBRELLA FORM

OTHER THAN UMBRELLA
FORM
EACH OCCURRENCE $

AGGREGAT
E $
A WORK

ERS' COMPENSATION
AND

EMPLOYERS' LIABILITY

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

A OTHER
Errors and omissions insurance or malpractice insurance available for the insured's profession
Mi
nimum coverage $1,000,000
Each consultant/ $500,000
& listed sub-consultant

DESCRIPT

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

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

CANCELLATION
SHOUL

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

DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT

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

AUTHORIZ

ED REPRESENTATIVE

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Agreement No. 32500306

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

SUBMIT IN DUPLICATE
ENDORSEMENT NO. ISSUE DATE
(MM/DD/YY)
PRODUCER POLICY INFORMATION:

Insurance Company:

Policy No.:

Policy Period: (from) (to)
LOSS ADJUSTMENT EXPENSE  Included in Limits
 In Addition to Limits
Telephone:  Deductible  Self-Insured Retention (check which) of $ with an Aggregate of $ applies to
coverage.  Per Occurrence  Per Claim (which) NAMED INSURED APPLICABILITY. This insurance pertains to the operations, products and/or tenancy of the named insured under all written agreements and permits in force with the City unless checked here  in which case only the following specific agreements and permits with the City are covered

CITY AGREEMENTS/PERMITS

TYPE OF INSURANCE

GENERAL LIABILITY
 COMMERCIAL GENERAL LIABILITY
 COMPREHENSIVE GENERAL LIABILITY
 OWNERS & CONTRACTORS

PROTECTIVE
 Claims Made
Retroactive Date
 Occurrence

OTHER PROVISIONS

COVERAGES
LIABILITY LIMITS IN THOUSANDS $
EACH

OCCURRENCE AGGREGATE
 GENERAL
 PRODUCTS/COMPLETED

OPERATIONS
 PERSONAL & ADVERTISING INJURY
 FIRE DAMAGE


CLAIMS: Underwriter’s representative for claims pursuant to this insurance.

Name:

Address:

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

CONTRIBUTION NOT REQUIRED. As respects: (a) work performed by the named insured for or on behalf of the City; or (b) products sold by the named insured to the City; or (c) premises leased by the named insured from the City, the insurance afforded by this policy shall be primary insurance as respects the City, its officers, agents, employees or volunteers; or stand in an unbroken chain of coverage excess of the named insured’s scheduled underlying primary coverage. In either event, any other insurance ma intained by the City, its officers, agents, employees or volunteers shall be in excess of this insurance and shall not contribute with it.

SEVERABILITY OF INTEREST. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the co mpany’s limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have a s a claimant if not so included.

CANCELLATION NOTICE. With respect to the interests of the City, this insurance shall not be canceled, or materially reduced in coverage or limits except after thirty (30) days prior written notice by receipted delivery has been given to the City.

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

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

Insurance Services Office Commercial General Liability Coverage, “occurrence” form CG0001; or If excess, affords coverage which is at least as broad as the primary insurance form CG0001.

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

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

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

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

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EXHIBIT D

ON-CALL PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and AECOM Technical Services, Inc.)

LIVING WAGE POLICY
Pursuant to the Living Wage Policy ado pted July 9, 2002 by the City Council and effective October 1, 2002, the City Manager and City Attorney are directed to include the following language in all standard Consultant/Professional Ser vices contracts that
may be governed by the Living Wage Policy.

A. Consultant shall compens ate any employee of Consultant who provides Services under this Agreement in accordance with the Living Wage Policy, attached hereto and incorporated herein by reference as the Living Wage Policy Exhibit. While this Agreement is in effect, Consultant sha ll pay such employee no less than $19.51 per hour for each hour that such employee provi des Services under this Agreement. In addition, while this Agreement is in effect, Consultant shall provide to such employee no less than 96 hours of paid leave per calendar year.

B. Consultant agrees to post, at a locati on readily accessible to those employees providing Services to the City, a copy of the Living Wage Policy adopted by City Council on July 9, 2002 and effective October 1, 2002.

C. If Consultant fails to compensate such employee pursuant to the Living Wage Policy, the City Manag er or designee shall terminate th is Agreement on written notice to Consultant, effective immediately.

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

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CITY OF OXNARD LIVING WAGE REQUIREMENTS
EFFECTIVE JULY 1, 2024
Consultant shall
compensate any employee of Consultant who provides Services under this Agreement in accordance with the Living Wage Policy, attached hereto and incorporated herein by reference as Exhibit D. While this Agreement is in effect, Consultant shall pay such employee no less than $19.51 per hour for each hour that such employee provides Services under th is Agreement. This hourly rate shall be adjusted on July 1, 2024, and each July 1 thereafter, accordin g to the percentage change in the Consumer Pric e Index, all items, prepar ed by the Bureau of Labor Statistics for the Los Angeles area relating to all urban consumers (CPI-U), index base 1982-84=100, comparing May of the previous year to May of the current year. In addition, while
this Agreement is in effect, Consultant shall provide to such employee no less than 96 hours of paid leave per calendar
year.
a. Consultant agrees to post, at a location readily accessible to those employees providing Services to the City, a copy of the Living Wage Policy adopted by the Oxnard City Council on July 9, 2002 and effective October 1, 2002. b. If Consultant fails to compensate such employee pursuant to the Living Wage Policy, the City Manag er or designee shall terminate th is Agreement on written notice to Consultant, effective immediately.
c. In addition, if Consultant fails to comp ly with the Living Wage Policy in any manner, Consultant shall pay to City a fine of $500 and shall pay to any employee providing Services under this Agreement a penalty of three times the amount or value of the compensation owed to such employee under the Living Wage Policy. Consultant shall pay such fine and penalty within fifteen (15) calendar days after the City Manager or designee provides written notice to Consultant of the amount owed.

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EXHIBIT E

ON-CALL PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and AECOM Technical Services, Inc.)

PREVAILING WAGE

1. Consultant acknowledges that the Project defined in the Agreement between Consultant and City is a “public work” as defined in Division 2, Part 7, Chapter 1 of the California Labor Code (“Chapter 1”), and that this Agreement is subject to Chapter 1 and the rules and regulations established by
the Director of Industrial Relations (“DIR”)
implementing such statutes. Consultant shall perform the Project as a public work.

Consultant shall comply with and be bound by all the terms, rules and regulations described in Chapter 1 and the DIR’s rules and regulations as though set forth in full herein.

2. Pursuant to Labor Code Section 1773.2, copi es of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and wil l be made available to any interested party on request.

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

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

4. Consultant shall comply with and be bound by the provisi ons of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. Consultant shall, as a penalty to City, forfeit not more than $200 for each calendar day or portion thereof for each worker paid less than the DIR’s determined prevailing rates for the work or craft in which the worker is employed pursuant to this Agreem ent by Consultant or any subcontractor.

The Labor Commissioner shall determine the amount of the penalty as described in Section 1775.

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

6. Consultant shall comply with Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Administrative Code Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects fo r all apprenticeable occupations. Before commencing work under this Agreement, Cons ultant shall provide City with a copy of the information submitted to any applicab le apprenticeship program. Within 60 days after concluding the Project, Co nsultant and each of its subc ontractors shall submit to

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City a verified statement of the journeyman and apprentice hours performed under this Agreement.

7. Consultant may not be debarred or su
spended throughout t he Agreement Term
pursuant to Labor Code Section 1777.1 or 1777.7. If he, she or it becomes debarred or suspended in the Agreement Term, Consultant must immediately notify City.

8. Consultant is not qualified to bid on, be listed in a Bid proposal, or engage in the performance of any contract for public work, as defined in Labor Code Sections 1720 through 1861, unless currently registered and qualified to perform public work pursuant to Labor Code Section 1725.5. C onsultant shall continue with out interruption to stay registered and qualified to perform public wo rk pursuant to Section 1725.5 for the duration of the term of this Agreement. This provision does not apply to construction, alteration, demolition, installation or repai r work of $25,000 or less or to maintenance work of $15,000 or less.

9. Consultant acknowledges that 8 hours labor constitutes a legal day’s work.

Consultant shall comply with and be bound by Labor Code Section 1810.

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

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

12. Consultant shall be responsible for each and every one of its subcontractors’ compliance with Chapter 1, the DIR’s rules and regulations, and Labor Code Sections 1860 and 3700. Consultant shall include in the written cont ract between it and each subcontractor a copy of, and a requirement t hat each subcontractor shall comply with, those statutory provisions. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ens ure subcontractors’ compliance, including without limitation, conducting a periodic review of the certified payroll records of each subcontractor, and upon becoming aware of the fa ilure of the subcontractor to pay its workers the specified prevailing rate of wages, Consultant shall diligently take corrective action to halt or rectify any failure.

13. To the maximum extent, Consultant shall hold harmless, defend (with counsel approved by the City Attorney) and indemnify City, its legislative bodies, and its officials,

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officers, employees and agents from any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity (including Consultant, its subcontractors, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agr
eement, including without limitation the
payment of all attorneys’ fees and other re lated costs. All duties of Consultant under this Section shall survive Agreement termination.

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EXHIBIT F

ON-CALL PROFESSIONAL SERVICES AGREEMENT
(CIT
Y of Oxnard and AECOM Technical Services, Inc.)

IRAN CONTRACTING ACT CERTIFICATION
(TO BE EXECUTED AND SUBMITTED WITH THE AGREEMENT)
Public Contract Code Sections 2202-2208
Pursuant to Public Contract Code 2204.(a) A public entity shall require a person that is submits a bid or proposal to, or otherwise proposes to enter into or renew a contract with, a public entity with respect to a contract for goods or services of one million dollars ($1,000,000) or more to certify, at the time an Agreement is signed or renewed, that the person is not identified on a list created pursuant to subdivision (b) of Section 2203 as a person engaging in investment activities in Iran described in subdivision (a) of Section 2202.5 or as a person described in subdivision 9b) of Section 2202.5, as applicable.

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

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

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

By (Authorized Signature):

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

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

By (Authorized Signature):

Printed Name & Title of Person Signing: Date Executed Executed in the County of in the State of

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ON-CALL PROFESSIONAL SERVICES AGREEMENT

BETWEEN

THE CITY OF OXNARD AND BROWN AND CALDWELL
By This On-Call Professional Services Agreement ("Agreement"), the City of Oxnard ("City") agrees to engage the Services of Brown and Caldwell ("Consultant"), and Consultant agrees to perform the Services for City as herein described, for the compensation, during the term, and otherwise subject to the covenants and conditions herein set forth. City and Consultant may be individually referred to as "Party" or collectively as the "Parties."

1. [Intentionally Omitted]

2. SUMMARY DESCRIPTION OF SERVICES.

Consultant is not be the exclusive provider of services to the City. The City does not guarantee a specified amount of work under this on-call agreement.

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.

Brown and Caldwell a corporation of the State of California, located at 1000 Wilshire Blvd., Ste 1690, Los Angeles, CA 90017.

4. TERM OF AGREEMENT: From: February 5, 2025 To: February 4, 2026 A. Time is of the essence in this Agreement

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B. The City shall have the option to exercise (4) 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.

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: $1,000,000.00 1

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:

Exhibit B:

Scope of Services and Task Order Template
Schedule of Compensation
Exhibit C:

Exhibit D:

Insurance Requirements: City Insurance Exhibit INS-A
Living Wage Policy
Exhibit E: Prevailing Wage Policy
Exhibit F: 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: Timothy Beaman
Title: Assistant Director of Utilities
Phone: (805) 385-8141
Email: [email protected]
Consultant Designated Representative
Name: Adam Zacheis
Title: Vice President
Phone: (714) 716-6607
Email: [email protected]
1 This is not a guaranteed dollar amount. No services or work performed pursuant to a Task Order shall exceed the "Not to Exceed" Amount of the Contract or the agreed upon amount stated in the Task Order.

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Address: 60 01 Perkins Road, Oxnard,
CA93033
Address: 1000 Wilshire Boulevard,
Suite 1690, Los Angeles, CA 90017

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

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

C. 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 only the type or category of services as set forth in the "Scope of Services," and pursuant to the information contained in the Task Orders issued pursuant to this agreement.

B. Task Orders may only be modified in writing by the City's Project Manager or Designated Representative.

C. The Services issued pursuant to a Task Order shall be coordinated with the designated City Project Manager set forth in Exhibit A and are subject to the direction of the City Manager or Department Director. Consultant hereby designates as its Project Manager, the individual identified in Section 7 of this Agreement, as the person responsible for the Services who shall coordinate with City's Project Manager in executing the Scope of Services and Task Order(s) under this Agreement.

D. Under no circumstances shall the Consultant exceed the amount stated in the City's Task Order or perform additional work or services that are not included in the Task Order

10.COMPENSATION. City shall pay Consultant for the Services performed pursuant to the terms of this Agreement and based on the hourly rates and fees set forth in the "Schedule of Compensation," attached to and incorporated into this Agreement as "Exhibit B." Consultant's compensation shall not to exceed amount stated in the Task Order. Under no circumstances shall the Consultant perform work in excess of

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the amount stated in the Task Order or the not to exceed amount 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.

A. The maximum not to exceed amount for any individual Task Order issued pursuant to this Agreement shall be $100,000.00 per Task Order or $200,000, if the Task Order is associated with an identified and approved Capitol Improvement Project.

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.

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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(8), 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 written amendment. 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 or any Task Order issued under this Agreement. A written amendment signed by both Parties shall be required to authorize performance of and payment for Extra Services under this Agreement or Task Order.

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.FEDERAL GRANT FUNDING REQUIREMENTS. [RESERVED]

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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 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.

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

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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 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.

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

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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 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 7924.51 O(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.

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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 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 A 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 lndemnitees"), 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 lndemnitees.

A. The provisions of this Subsection 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.

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(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 lndemnitees 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 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 lndemnitees
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.

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

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Oxnard City Council Living Wage Policy, attached as "Exhibit D" 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 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 "E" attached to this Agreement.

A. To determine if this 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.

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ineligible vendors prohibited from doing business with the State of California and shall complete the Iran Contract Act Certification attached as Exhibit F.

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 or Task Order attached to this Agreement as "Exhibit A". Consultant is fully responsible for satisfactory completion of all its 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.

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.

The mediator shall be agreed to by the mediating Parties. In the absence of an

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

32.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 or Task Orders 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

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by City, whichever occurs later. Consultant shall maintain all such records in City or to promptly reimburse City for all reasonable costs incurred in conducting the audit at a location other than in City, including but not limited to expenses for personnel, salaries, private auditor, travel, lodging, meals and overhead. Consultant shall include a copy of this Section in all contracts with its subcontractors, and Consultant shall be responsible for immediately obtaining those records or other written material from its subcontractors upon a request by the State Auditor and/or City.

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.

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.

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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.

43. INTEGRATED AGREEMENT. This Agreement and the attached exhibits referenced herein to this Agreement represent the entire understanding between the Parties.

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.

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additional obligations on the City are not binding upon the City and City's Designated Representative unless specifically agreed to in writing, and initiated by City's Designated Representative, as to each additional contractual term or condition.

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 BROWN AND CALDWELL
☐Luis Mc Arthur, Mayor2 Date Adam Zacheis, Date ☐Jennifer Yates, Purchasing Manager3 Vice President
Robert D. Goodson,4 Date
S e c r e t a r y
A T T E S T :

Lourdes A. López, City Clerk Date
(only if Mayor signs)
APPROVED AS TO FORM:

Stephen M. Fischer, City Date
Attorney (always required)
2 The City Council must authorize and the Mayor must execute any agreement over $200,000. 3 The Purchasing Agent may execute any authorized agreement up to $200,000. 4 The City requires the following for any contract:
● For a corporation, the signatures of the Board President, CEO or Vice President and of the Board Secretary, Assistant Secretary, CFO or Assistant Treasurer;
● For an LLC, the signatures of at least two managers of the LLC (company directors, not lower-level managers); or ● For a partnership, the signature of a partner. If the partnership is a limited partnership, the signer must be a general partner.

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EXHIBIT A

ON-CALL PROFESSIONAL SERVICE AGREEMENT
(CITY of Oxnard and Brown and Caldwell)

SCOPE OF SERVICES
PROJECT MANAGERS:

Water: Chris Peyton Phone: 805-385-8111
email: [email protected]
Water: Susan Pan Phone: 805-200-5390
email: [email protected]
Wastewater: Jan Hauser Phone: 805-271-2205
email: [email protected]
The Consultant shall furnish all necessary labor, materials, equipment and other incidental and appurtenant work to provide On-Call Professional Engineering Services for the Water, Wastewater, and Recycled Water systems for the City of Oxnard.

The Scope of Work may include, but not be limited to, consulting and project management related to the following systems and appurtenances:

Water Distribution
• Pump stations
• Pipelines
Water Treatment
• Desalter groundwater treatment
Water Production
• Wells
• Blending stations
Advanced Water Purification
• MF and RO membrane treatment
• Regulatory compliance
• Distribution
• Groundwater recharge
• IPR/DPR
Wastewater Collection
• Gravity sewer lines
• Manholes
• Lift Stations
• Force mains
• 1/1 analysis
Wastewater Treatment
• Process analysis and design
• Plant hydraulics
• Odor control
General
• Chemical storage and dosing
• Pumping systems
• Electrical systems
• Cost estimating

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Project Management
• Define task order objectives, scope, and deliverables. • Develop and maintain a detailed project schedule, including milestones and deadlines. • Conduct progress meetings with the key project stakeholders. • Track project budget, resources, and timelines to ensure efficient execution.

Feasibility Studies and Assessments
• Conduct preliminary assessments of existing water, wastewater, and recycled water systems.
• Evaluate the feasibility of proposed projects, including cost-benefit analysis and risk assessments.
• Provide technical reports summarizing findings, recommendations, and potential impacts.

Design and Engineering Services
• Develop conceptual, preliminary, and detailed designs for water, wastewater, and recycled water systems.
• Prepare engineering drawings, specifications, and construction documents. • Ensure designs comply with local, state, and federal regulations, as well as industry standards.

Regulatory Compliance and Permitting
• Assist in obtaining necessary permits from regulatory agencies. • Provide guidance on compliance with environmental regulations, including water quality standards and discharge permits.
• Prepare and submit required regulatory documentation and reports.

Construction Management and Inspection
• Provide oversight during the construction phase, including site inspections and quality assurance.
• Review and approve contractor submittals, including shop drawings and material specifications.
• Monitor construction progress to ensure adherence to design specifications and project time lines.

Operational Support and Optimization
• Conduct operational assessments of existing systems to identify inefficiencies and areas for improvement.
• Provide recommendations for optimizing system performance and reducing operational costs.
• Assist in the development of standard operating procedures (SOPs) and maintenance plans.

Hydraulic Modeling and Analysis
• Review and exercise hydraulic models for water, wastewater, and recycled water systems. • Perform system capacity analysis to evaluate current and future demands.

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• Use modeling tools to simulate vanous scenanos and assess the impact on system performance.

Sustainability and Resource Management
• Provide expertise in water conservation strategies and demand management. • Assess opportunities for integrating recycled water into existing systems. • Develop strategies for reducing energy consumption and greenhouse gas emissions in utility operations.

Community and Stakeholder Engagement
• Facilitate public meetings and stakeholder consultations to gather input and address concerns.
• Prepare and distribute informational materials to communicate project objectives and benefits.
• Assist in developing and implementing communication plans to keep the public informed throughout the project.

Reporting and Documentation
• Prepare detailed reports summarizing project progress, findings, and recommendations. • Maintain comprehensive records of all project-related activities, including communications, approvals, and changes.
• Provide final project documentation, including as-built drawings, operation manuals, and maintenance schedules.

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City of Oxnard
Insert Department Name
305 West Third Street, East Wing Oxnard, California
93030 TASK ORDER
All Task Orders must include
a copy of the vendor
proposal/estimate
Task Order No.: Agreement No.:

Task Order NTE Amount: Agreement NTE Amount:

City Purchase Order No.: Agreement Type:

Prime Consultant: Subconsultant(s):

PROJECT TITLE OR SPECIFICATION NO.:

PROJECT DESCRIPTION:

DESCRIPTION OF SERVICES TO BE PERFORMED UNDER THIS TASK ORDER:

TIME FOR COMPLETION OF SERVICES UNDER THIS TASK ORDER:

COMPENSATION FOR SERVICES SHALL NOT EXCEED THE TASK ORDER NTE AMOUNT.

City Project Manager:

Consultant Project Manager:

Consultant shall not exceed the scope of the task order or NTE amount.

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EXHIBIT B

ON-CALL PROFESSIONAL SERVICE AGREEMENT
(CITY of Oxnard and Brown and Caldwell)

SCHEDULE OF COMPENSATION
Brown and Caldwell Rate Sheet by Classification
Assumes 5 year oontraot.

Vice President $ 359.00
Chi,ef Engineer $ 337.00
ExecuUve Engineer $ 324.00
Managing Eng,ine,er $ 298.00
Principal Engineer $ 274.00
Supervising Engineer $ 254.00
Senior Engineer $ 236.00
Eng,ineer Ill $ 198.00
Engineer II $ 182.00
Eng,ineer I $ 170.00
Eng,ineering Aide $ 144.00
Intern II $ 91.00
Supervising Designer $ 251.00
Principal Designer $ 191.00
Senior Designer $ 171.00
GIS Specialist 11 $ 147.00
Graphic Design Manager $ 237.00
Senior Graphic Design,er $ 172.00
Graphic Designer $ 135.00
Acoountant Ill $ 139.00
Acoountant II $ 116.00
Project Analyst Ill $ 144.00
Project Analyst II $ 120.00
Senior T,echnical Writer $ 172.00
Technical Wri er $ 155.00

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EXHIBIT C

ON-CALL PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and Brown and Caldwell)

INSURANCE REQUIREMENTS
Prior to contract approval and beginning of services under this agreement, Consultant must procure, agree to maintain and supply evidence of insurance at the levels listed and in accordance with the other provisions listed in this document.
[SEE NEXT PAGES]

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INSURANCE REQUIREMENTS FOR CONSULTANTS
(WITH ERRORS AND OMISSIONS REQUIREMENn

1. Consultant shall obtain and maintain during the performance of any services under this Agreement the following insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of services hereunder by Consultant, its agents, representatives, employees or subconsultants.
a. Commercial General Liability Insurance, including Contractual Liability, in an amount not less than $1,000,000 combined single limit for bodily injury and property damage for each claimant for general liability with coverage equivalent to Insurance Services Office Commercial General Liability Coverage (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 CA000l) covering Code No. 1, "any auto;" c. Professional liability/errors and omissions insurance appropriate to Consultant's profession to a minimum coverage of $1,000,000, with neither Consultant nor listed subconsultants having less than $500,000 individually. The professional liability/errors and omissions insurance must be project specific with at least a one year extended reporting period, or longer upon request. d. Workers' compensation insurance in compliance with the laws of the State of California, and employer's liability insurance in an amount not less than $1,000,000 per claimant. Additionally, the workers' compensation policy shall include a waiver of all rights of subrogation which the insurer may have against the City.

2. Consultant shall, prior to performance of any services, file with the Risk Manager certificates of insurance with original endorsements effecting coverage required by this Exhibit INS-A. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements are to be on the attached forms or on other forms approved by the Risk Manager. All certificates and endorsements are to be received and approved by the Risk Manager before commencement of services.

City reserves the right to require complete certified copies of all required insurance policies at any time. The certificates of insurance and endorsements shall be sent via email. If you have not received your request or are having difficulty with electronic upload, contact [email protected]

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

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

5. The coverages provided to City shall be primary and not contributing to or in excess of any existing City insurance or self-insurance coverages (this must be endorsed). Additionally, the workers' compensation policy shall include a waiver of all rights of subrogation which the insurer may have against the City. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to City, its City Council, officers, employees and volunteers. The insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

6. The insurer shall declare any deductibles or self-insured retentions to and be approved by the Risk Manager.

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

7. All insurance standards applicable to Consultant shall also be applicable to Consultant's subconsultants.

Consultant agrees to maintain appropriate agreements with subconsultants and to provide proper evidence of coverage upon receipt of a written request from the Risk Manager. 11/24

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INSTRUCTION FOR SUBMITTING INSURANCE CERTIFICATES AND ENDORSEMENT FORMS Certificates of Insurance
The sample accord form on the following page is provided to facilitate your preparation and submission of certificates of insurance. You may use this or any industry form that shows coverage as broad as that shown on the attached sample. Please note the certificate holder address must be as shown on the attached sample accord form with the contract number and insurance exhibit identification information completed.

Improperly addressed certificates may delay the contract start-up date because the City's practice is to return unidentifiable insurance certificates to the insured for clarification as to the contract number. Cancellation provisions must be endorsed to the policy. Modifying the certificate does not change coverage or obligate the carrier to provide notice of cancellation.

INS-A.doc

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Agreement No. 32500307

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

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

CODE SUB-CODE COMPANIES AFFORDING INSURANCE COVERAGE

INSURED COMPANY

LETTER A SPECIFY COMPANY NAMES IN THIS SPACE

COMPANY

LETTER B

COVERAGES
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HA VE BEEN ISSUED TO 1HE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT Willi RESPECT TO

WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HA VE BEEN REDUCED BY PAID CLAIMS.

POLICY

EFFECTIVE POLICY
co POLICY DATE EXPIRATION
LTR TYPE OF INSURANCE NUMBER fMMtnD!YY) DATE (MMJDD!YY) LIMITS A GENERAL LIABILITY GENERAL AGGREGATE $1,000,000 [ x] COMMERCIAL GENERAL PRODUCTS COMP/OP AGG $1,000,000 LIABILITY [] CLAIMS MADE [x] OCCUR. PERSONAL & ADV. INJURY $1,000,000
[x] OWNER'S& EACH OCCURRENCE $1,000,000 CONTRACTOR'S PROT.

FIRE DAMAGE (Any one fire) $
MED. EXPENSE (Anv one person) $
A AUTOMOBILE LIABILITY COMBINED SINGLE $1,000,000 [x] ANY AUTO LIMIT ALL OWNED AUTOS BODILY INJURY $ SCHEDULED AUTOS HIRED AUTOS (Per person)
NON-OWNED AUTOS BODILY INJURY $
GARAGE LIABILITY (Per accident)
PROPERTY DAMAGE $
A EXCESS LIABILITY EACH OCCURRENCE $ UMBRELLA FORM
OTHER THAN UMBRELLA AGGREGATE $ FORM

A WORKERS' COMPENSATION STATUTORY LIMITS
AND EACH ACCIDENT $1,000,000
EMPLOYERS' LIABILITY DISEASE-POLICY LIMIT $1,000,000
DISEASE-EACH EMPLOYEE $1 000 000
A OTHER Minimum coverage $1,000,000
Errors and omissions insurance or malpractice insurance available for the Each consultant/ $500,000 insured's profession & listed sub-consultant

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

CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF 1HE ABOVE DESCRIBED POLICIES BE CANCELED BEFORE THE CITY OF OXNARD % Evident ID, Inc. EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL e}�AVORTO MAIL 30 8520 Allison Pointe Blvd. Ste 223 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,� PMB 5210 II.YI,� TO !l,4,b,11, 8:Y:CW ll!OTICe 81,1,Y,1, IMIIOSe NO O81,IGl,TION OR l,h'\811,IT¥ Oil Indianapolis, Indiana 462500-4299 US ANY Klll!Q YIION TIie COM.:P,ANY, ITS AGe}!TS OR &EPRJ!Se}!TATWeS.

AU1HORIZED REPRESENTATIVE

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Agreement No. 32500307

GENERAL LIABILITY SPECIAL ENDORSEMENT SUBMIT IN DUPLICATE I ENDORSEMENT NO. I ISSUE DATE
FOR THE CITY OF OXNARD (the "City") (MM/DD/YY)
PRODUCER I POLICY INFORMATION:

Insurance Company:

Policy No.:

Policy Period: (from) (to)
LOSS ADJUSTMENT EXPENSE ¢ Included in Limits
¢ In Addition to Limits
Telephone: ¢ Deductible ¢ Self-Insured Retention (check which) of$ with an Aggregate of$ ___ applies to
NAMED INSURED coverage. ¢ Per Occurrence ¢ Per Claim (which) APPLICABILITY. This insurance pertains to the operations, products and/or tenancy of the named insured under all written agreements and permits in force with the City unless checked here ¢ in which case only the following specific agreements and permits with the City are covered

CITY AGREEMENTS/PERMITS

TYPE OF INSURANCE

GENERAL LIABILITY OTHER PROVISIONS
¢ COMMERCIAL GENERAL LIABILITY ¢ Claims Made
¢ COMPREHENSIVE GENERAL LIABILITY Retroactive Date
¢ OWNERS & CONTRACTORS ¢ Occurrence

PROTECTIVE
LIABILITY LIMITS IN THOUSANDS $

COVERAGES EACH

OCCURRENCE AGGREGATE
¢ GENERAL CLAIMS: Underwriter's representative for claims pursuant to this ¢ PRODUCTS/COMPLETED insurance.

OPERATIONS
¢ PERSONAL & ADVERTISING INJURY Name:

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

CONTRIBUTION NOT REQUIRED. As respects: (a) work performed by the named insured for or on behalf of the City; or (b) products sold by the named insured to the City; or (c) premises leased by the named insured from the City, the insurance afforded by this policy shall be primary insurance as respects the City, its officers, agents, employees or volunteers; or stand in an unbroken chain of coverage excess of the named insured's scheduled underlying primary coverage. In either event, any other insurance maintained by the City, its officers, agents, employees or volunteers shall be in excess of this insurance and shall not contribute with it.

SEVERABILITY OF INTEREST. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included.

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

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

Insurance Services Office Commercial General Liability Coverage, "occurrence" form CG0001; or If excess, affords coverage which is at least as broad as the primary insurance form CG0001.

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

ENDORSEMENT HOLDER

AUTHORIZED REPRESENTATIVE
¢ Broker/Agent ¢ Underwriter ¢
CITY OF OXNARD % Evident ID, Inc.

I (prinUtype name), warrant that I have authority 8520 Allison Pointe Blvd. Ste 223 to bind the above-mentioned insurance company and by my signature hereon do so PMB 5210 bind this company to this endorsement.

Indianapolis, Indiana 462500-4299 US
Signature
(original signature required)
Teleohone: ( ) Date Sianed:

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Agreement No. 32500307

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

SUBMIT IN DUPLICATE
ENDORSEMENT NO. ISSUE DATE (MM/OD/YY}
PRODUCER POLICY INFORMATION:

Insurance Company:

Policy No.:

Policy Period: (from) (to)
LOSS ADJUSThlENT EXPENSE □ lncfuded in Limits
□ In Addition to Limits
Telephone: □ Deductible □ Self-Insured Retention (check which) of$ ______ _1--�-----------------------iwilh an Aggregate ofS _______________ applies to .NAMED INSURED coveraoe. □ Per Occurrence □ PerClaim (which) APPLICABILITY. This insurance pertains to the operations, products and/or tenancy of the named insured under an written agreements and permits in force with the City unless checked here □ in which case only the following specific agreements and pennits with the City are covered:

CITY AGREEMENTS/PERMITS

TYPE OF INSURANCE OTHER PROVISIONS

D COMMERCIAL AUTO POLICY

D BUSINESS AUTO POLICY

D OTHER

LIMIT OF LIABILITY
s per accident for bodily iniurv and property damaQe.

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

Name:

Address:

Telephone:

In consideration of the premium charged and notwithstanding any inconsistent statement in the policy to which this endorsement is attached or any endorsement now or hereafter attached thereto, insurance company agrees as follows:
. N SURED. The City. • offioers. agents. ,'Obtteers and emiiioyees are included as insureds viilh regard to iability and defense of suits arising from the operations, prodoos and acti ·:ies performed by « on behalf of the named insured.

2. CONTRIBUTION NOT REQUIRED. As respectS: (a) viorit periormed by the named insured for or on behalf of !he City; or (b) products sold by the nam • ured to !he City; or (c) premses leased by named insured from the City. the insurance afforded by • policy II be • insurance as respeccs the Cily. its officers. age ell1)1oyees « O/Olunteers: or stand in uooroken • of coverage excess ol the named insured"s scheduled t.nderlying primary coverage. In ":her event. any other insurance maintained by e City. its officers, i1!1Eflt5, employees « vol :eers shall be in excess of this insurance and I contribute vmh i

3. SEVERABILITY OF NTEREST. � insurance applies separately to each· ured against mom clam is made or • is brought except viilh respect to company's lirrils of lability.

The inclusion of y person or organiza • as an insured shall not affect any '91" 1\tlic:h such person« orga • ·on would have as a imant if no( so inooded.

4. CANCELLATION NOTICE. VI· � to the· ·erests of Ciry, • insurance II no1 be canoeled, or mate • reduced in coverage« • except after • (30) days prior vnit!en notice by r • ed very has been given to the Cily.

5. PROVISIONS REGARDING THE INSUREO'S DUTIES. Atry re to OOf1llly viilh repooing provislons ol the poicy or breaches« • - sol warranties shall no1 affe<:t oo..-erage prowled to the Ciry, its officers. agents, empolcrfees or YO/unteers.

6. SCOPE OF COVERAGE. • poicy. if prmary. affords coverage at least as broad as:

Insurance Services Offioe .omobie • bility Coverage. ·oca.mmce· orm CA0001. code rany .01: °' b. If excess. affords coverage vit.ch is a1 � as broad as the primary· nee form referenced in preoeding section (1).

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

ENDORSEMENT HOLDER
CITY OF OXNARD% Evident ID, Inc.
8520 Allison Pointe Blvd. Ste 223
PMB 5210
Indianapolis, Indiana 462500-4299 US
Rev. 11/24

AUTHORIZED REPRESENTATIVE
□ Broker/Agent □ Underwriter □ _____________ _
___________ (print/type name), warrant that I have authority to bind the above-mentioned insurance company and by my signature hereon do so bind this company to this endorsement
Signature ______________________ _
(� signature required)
Dates· ned
S-A.doc

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EXHIBIT D

ON-CALL PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and Brown and Caldwell)

LIVING WAGE POLICY
Pursuant to the Living Wage Policy adopted July 9, 2002 by the City Council and effective October 1, 2002, the City Manager and City Attorney are directed to include the following language in all standard Consultant/Professional Services contracts that may be governed by the Living Wage Policy.

A. Consultant shall compensate any employee of Consultant who provides Services under this Agreement in accordance with the Living Wage Policy, attached hereto and incorporated herein by reference as the Living Wage Policy Exhibit. While this Agreement is in effect, Consultant shall pay such employee no less than $19.51 per hour for each hour that such employee provides Services under this Agreement. In addition, while this Agreement is in effect, Consultant shall provide to such employee no less than 96 hours of paid leave per calendar year.

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

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

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

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CITY OF OXNARD LIVING WAGE REQUIREMENTS
EFFECTIVE JULY 1, 2024
Consultant shall compensate any employee of Consultant who provides Services under this Agreement in accordance with the Living Wage Policy, attached hereto and incorporated herein by reference as Exhibit D. While this Agreement is in effect, Consultant shall pay such
employee no less than $19.51 per hour for each hour that such employee provides Services under this Agreement. This hourly rate shall be adjusted on July 1, 2024, and each July 1 thereafter, according to the percentage change in the Consumer Price
Index, all items, prepared by the Bureau of Labor
Statistics for the Los Angeles area relating to all urban consumers (CPI-U), index base 1982-84=100, comparing May of the previous year to May of the current year. In addition, while this Agreement is in effect, Consultant shall provide to such employee no less than 96 hours of paid leave per calendar year.
a. Consultant agrees to post, at a location readily accessible to those employees providing Services to the City, a copy of the Living Wage Policy adopted by the Oxnard City Council on July 9, 2002 and effective October 1, 2002. b. If Consultant fails to compensate such employee pursuant to the Living Wage Policy, the City Manager or designee shall terminate this Agreement on written notice to Consultant, effective immediately.
c. In addition, if Consultant fails to comply with the Living Wage Policy in any manner, Consultant shall pay to City a fine of $500 and shall pay to any employee providing Services under this Agreement a penalty of three times the amount or value of the compensation owed to such employee under the Living Wage Policy. Consultant shall pay such fine and penalty within fifteen (15) calendar days after the City Manager or designee provides written notice to Consultant of the amount owed.

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EXHIBIT E

ON-CALL PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and Brown and Caldwell)

PREVAILING WAGE

1. Consultant acknowledges that the Project defined in the Agreement between Consultant and City is a "public work" as defined in Division 2, Part 7, Chapter 1 of the California Labor Code ("Chapter 1 "), and that this Agreement is subject to Chapter 1 and the rules and regulations established by the Director of Industrial Relations ("DIR") implementing such statutes. Consultant shall perform the Project as a public work.

Consultant shall comply with and be bound by all the terms, rules and regulations described in Chapter 1 and the DIR's rules and regulations as though set forth in full herein.

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

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

4. Consultant shall comply with and be bound by the provisions of Labor Code Sections 177 4 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. Consultant shall, as a penalty to City, forfeit not more than $200 for each calendar day or portion thereof for each worker paid less than the DIR's determined prevailing rates for the work or craft in which the worker is employed pursuant to this Agreement by Consultant or any subcontractor.

The Labor Commissioner shall determine the amount of the penalty as described in Section 1775.

6. Consultant shall comply with Labor Code Sections 1777 .5, 1777 .6 and 1777. 7 and California Administrative Code Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects for all apprenticeable occupations. Before commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within 60 days after concluding the Project, Consultant and each of its subcontractors shall submit to

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City a verified statement of the journeyman and apprentice hours performed under this Agreement.

7. Consultant may not be debarred or suspended throughout the Agreement Term pursuant to Labor Code Section 1777 .1 or 1777. 7. If he, she or it becomes debarred or suspended in the Agreement Term, Consultant must immediately notify City.

8. Consultant is not qualified to bid on, be listed in a Bid proposal, or engage in the performance of any contract for public work, as defined in Labor Code Sections 1720 through 1861, unless currently registered and qualified to perform public work pursuant to Labor Code Section 1725.5. Consultant shall continue without interruption to stay registered and qualified to perform public work pursuant to Section 1725.5 for the duration of the term of this Agreement. This provision does not apply to construction, alteration, demolition, installation or repair work of $25,000 or less or to maintenance work of $15,000 or less.

9. Consultant acknowledges that 8 hours labor constitutes a legal day's work.

Consultant shall comply with and be bound by Labor Code Section 1810.

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

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

12. Consultant shall be responsible for each and every one of its subcontractors' compliance with Chapter 1, the DIR's rules and regulations, and Labor Code Sections 1860 and 3700. Consultant shall include in the written contract between it and each subcontractor a copy of, and a requirement that each subcontractor shall comply with, those statutory provisions. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractors' compliance, including without limitation, conducting a periodic review of the certified payroll records of each subcontractor, and upon becoming aware of the failure of the subcontractor to pay its workers the specified prevailing rate of wages, Consultant shall diligently take corrective action to halt or rectify any failure.

13. To the maximum extent, Consultant shall hold harmless, defend (with counsel approved by the City Attorney) and indemnify City, its legislative bodies, and its officials,

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officers, employees and agents from any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity (including Consultant, its subcontractors, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all attorneys' fees and other related costs. All duties of Consultant under this Section shall survive Agreement termination.

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EXHIBIT F

ON-CALL PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and Brown
and Caldwell)

IRAN CONTRACTING ACT CERTIFICATION
(TO BE EXECUTED AND SUBMITTED WITH THE AGREEMENT)
Public Contract Code Sections 2202-2208
Pursu
ant to Public Contract Code 2204.(a) A public entit y shall require a person that is submits a b id or proposal to, or otherwise proposes to enter int o or renew a contract with, a public en tity w ith respect to a contract for goods or services of one million dollars ($1,000,000) or more to certify, at the time an Agreement is sign
ed or renewed, that the person is not identified on a list created pursuant to su bdivision (b) of Secti on 2203 as a person engaging in investment activities in Iran described in subdi vision (a) of Section 2202.5 or as a person describ ed in subdivision 9b) of Section 2202.5, as applicable.

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

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

By (Authorized Signature):

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

By (Authorized Signature):

Printed Name & Title of Person Signing: Date Executed Executed in the County of in the State of

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Agreement No. 32500308

ON-CALL PROFESSIONAL SERVICES AGREEMENT

BETWEEN

THE CIT
Y OF OXNARD AND CAROLLO ENGINEERS, INC.

By This On-Call Professional Services Agreement (“Agreement”), the City of Oxnard (“City”) agrees to engage the Services of Carollo Engineers, 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.”

1. [Intentionally Omitted]

2. SUMMARY DESCRIPTION OF SERVICES.

Consultant is not be the exclusive provider of services to the City. The City does not guarantee a specified amount of work under this on-call agreement.

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.

Carollo Engineers, Inc. a corporation of the State of Delaware, with an office located at 707 Wilshire Boulevard, Suite 3920, Los Angeles, CA 90017.

4. TERM OF AGREEMENT: From: February 5, 2025 To: February 4, 2026 A. Time is of the essence in this Agreement

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B. The City shall have the option to ex ercise (4) 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 to tal 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.

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

5. AGREEMENT AMOUNT NOT TO EXCEED: $1,000,000.00 1

1 This is not a guaranteed dollar amount. No services or work performed pursuant to a Task Order shall exceed the “Not to Exceed” Amount of the Contract or the agreed upon amount stated in the Task Order.

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Agreement No. 32500308
Address: 6001 Perkins Road, Oxnard,
CA 93033
Email: [email protected]
Address: 707 Wilshire Boulevard, Suite
3920, Los Angeles, CA 90017

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 the City.

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

C. 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.

B. Task Orders may only be modified in writing by the City’s Project Manager or Designated Representative.

D. Under no circumstances shall the C onsultant exceed the amount stated in the City’s Task Order or perform additional work or services that are not included in the Task Order

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Task Order. Under no circumstances shall the Consultant perform work in excess of the amount stated in the Task Order or the not to exceed amount 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 Counc il.

A. The maximum not to exceed am ount for any individual Task Order issued pursuant to this Agreement shall be $100,000.00 per Task Order or $200,000, if the Task Order is associated with an identified and approved Capitol Improvement Project.

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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.

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.

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15. FEDERAL GRANT FUNDING REQUIREMENTS . [RESERVED]

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

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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 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.

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Oxnard City CouncilFebruary 4, 2025

Oxnard City Council
February 4, 2025