Agenda packet — Oxnard City Council, February 18, 2025 (part 3 of 5)

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Agreement No.32500379

25. LIVING WAGE REQUIREMENTS. During the term of this Agreement, Consultant understands and agrees that if Living Wages are applicable, subject to the 2002 Oxnard City Council Living Wage Policy, attached as “Exhibit D” to this Agreement, Consultant will pay and/or provide 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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A Consultant is ineligible to enter into any contract with the City for goods or Services of one million dollars ($1,000,000) or more if the Consultant engages in investment activities in Iran. Consultant must certify that it is not on the list of ineligible vendors prohibited from doing business with the State of California and shall complete the Iran Contract Act Certification attached as Exhibit 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.

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31. DISPUTE RESOLUTION. Should an unresolved dispute arise out of this Agreement, any Party may request that it be submitted to mediation. The Parties shall meet in mediation within a reasonable time not to exceed forty five (45) days of a request.

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

32. 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.

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relating to the Agreement. Consultant will promptly furnish all documents requested by City. Additionally, if this Agreement is in excess of $10,000, the State Auditor may examine and audit Consultant for a period of 3 years after final payment under the Agreement. Regardless of whether a State audit is permitted, Consultant shall maintain and preserve all such records for a period of at least 3 years after final payment under the Agreement or until an audit has been completed and accepted by City, whichever occurs later. Consultant shall maintain all such records in City or to promptly reimburse City for all reasonable costs incurred in conducting the audit at a location other than in City, including but not limited to expenses for personnel, salaries, private auditor, travel, lodging, meals and overhead. Consultant shall include a copy of this Section in all contracts with its subcontractors, and Consultant shall be responsible for immediately obtaining those records or other written material from its subcontractors upon a request by the State Auditor and/or City.

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

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

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

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

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

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this Agreement is in the physical possession of the Party seeking enforcement thereof.

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

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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 SHANNON & WILSON, INC.
☐Luis Mc Arthur, Mayor1 Date Greg Fischer, President Date ☐Jennifer Yates, Purchasing Manager2
Travis Deane , Date
Vice President3
ATTEST:

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

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

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

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EXHIBIT A

PROFESSIONAL SERVICE AGREEMENT
(CITY of Oxnard and Shannon & Wilson, Inc.)

SCOPE OF SERVICES

PROJECT MANAGER: Petros Gazazyan / 805-509-9110/ [email protected] The Consultant shall provide the following services at a minimum, and as requested:

1. Perform geotechnical investigations and/or evaluations of impacts to City facilities, infrastructure, as needed during the due diligence phase of property acquisition, and other facilities as requested. The report will include a detailed soils/site investigation and summarization of findings; borings/test pits locations, soil classifications, stratification, recommended soil bearing capacity, construction recommendation regarding excavation, cut and fill, and foundation, pavement, and slab design recommendations. The report will be signed and sealed by a State of California professional engineer. If, in the opinion of the geotechnical engineer, additional borings, testing, or data is required to adequately evaluate subsurface conditions, the geotechnical engineer shall notify the City before the start and completion of boring tests and leaving the site.

2. Review and/or development of geotechnical mitigation measures based on new or revised loading conditions on underground pipelines, facilities, and structures.

3. Work with the City’s on-call Structural Engineer, upon Project Manager request, to provide geotechnical engineering services of City facilities, infrastructure, and other facilities during the initial assessment/inventory phase of major disaster post-event activities.

4. Assist the on call Structural Engineer with limited-scope feasibility assessments at the request of the City’s Project Manager.

5. Provide geotechnical soil sampling, testing, and recommendations. All drilling and sampling operations for both disturbed and undisturbed samples shall be in accordance with recommended ASTM standards and other procedures as necessary to produce the information required for the report(s). The samples shall be preserved and field logs prepared either by a geotechnical engineer or by an experienced soil technician acting under the supervision of the geotechnical engineer. Before commencing any geotechnical investigation, the consultant will review and develop the number of borings needed, along with

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their location and depth.

6. Provide geotechnical design review services for capital projects. Provide general, technical consultation to City staff involved in design review and construction overview of capital projects.

7. As part of this annual contract, the successful proposers may be requested to respond on an emergency basis for foundation assessments immediately after a catastrophic event.

8. Attend project coordination meetings when requested by the City’s Project Manager.

9. The Consultant shall secure all required City Permits prior to initiating any boring tests.

10. The geotechnical engineer shall contact and coordinate with all utility companies for information regarding buried utilities and structures, shall take all reasonable precautions to prevent damage to property, visible and concealed, and shall reasonably restore the site to the condition existing prior to the geotechnical engineer’s entry. Such restoration shall include, but not be limited to:
a. Backfilling of borings, patching of slabs and pavements, and repair of lawns and plantings.
b. Each boring should be plugged temporarily, pending additional groundwater readings if additional groundwater testing is necessary. At the completion of the groundwater readings, the boring shall be permanently plugged, including patching of slabs and pavements if required.
c. When subsequent subsidence at the conventional backfilled holes could create a hazard, all boring and coring holes shall be grouted to the surface.

General categories and subcategories
Consultant must be ready to provide any of the following services or complete tasks as requested by the City when a task order is issued by a Project Manager. This list is not intended to be exhaustive, but rather should be a guide to the tasks that would typically be asked of a consultant selected under this subcategory for geotechnical engineering, hazardous material evaluation and material testing.

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Subcategory 1:

Surface Exploration and Investigation for Geologic Setting, Soil and Geologic Conditions, Groundwater, Geologic Hazards, Seismicity, Site – Specific Ground Motion Hazard Analysis, Site Specific Shear Wave Velocity, etc. Liquefaction Potential, Soil Stabilization, Slope Stability, Earthquake-Induced Flooding and Oil Field & Methane Potential.

Typical tasks associated with this subcategory include, but not limited:
● Exploratory drilling
● Soil borings and sampling
● Percolation test
● Pavement Index Test
● Delineation/identification of subsurface contamination ● Type of contamination
● Geophysical explorations
● Groundwater investigations
● Soil stabilization through installation of stone columns in areas of high groundwater/liquefaction or any other method
● Rock/pavement Coring
Subcategory 2:

Soil Classification and Laboratory Testing
 Typical tasks associated with this subcategory include:
o Classification of soil and rock types
o Shear strength, expansion potential, and compressibility o Site Preparation
o Comprehensive soils engineering services including all hazardous material determination including complete environmental assessment phase I & II.

Construction Material & Laboratory Testing Scope of Services ● Typical tasks associated with this category include, but not limited to:
○ Testing services as assigned for complete projects/tasks, before predesign, design & construction, during bid, during construction, and post construction.

Assist the City in obtaining any all required permits related to this Service. ○ Inspection services, including but not limited to, specialty construction, grading deputy & deputy inspector and welding inspector before construction, during construction, and post construction; and including any requirements to provide inspections and testing at material manufacturing locations; as assigned for complete project/tasks.

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○ Obtain approval of any required permits, City, County, and State for this service.
○ Provide quality control.
○ Provide cost estimates for all related services to perform project/task order. ○ Perform analysis and provide reports of any and all samples of soils and materials, compaction results, and inspection results per project/task. ○ Review and assist in answering any RFI (Request for Information) that may be related to such samples and testing and inspection services. Also, review change order and provide recommendations.
○ Maintain good record keeping.
○ Provide a schedule of each task, overall schedule, and reporting process. ○ Keep communication as required with City staff and consultants. ○ Any other related duties as required by City staff related to these services.

The following are the examples of services, but not limited to:
● Nuclear gauge testing (soils and asphalt)
● Sand cone
● Sand equivalents
● Cone penetration Test
● Percolation tests
● Geophysical services such as surface wave measurements & others ● Concrete components and mix design
● Concrete/asphalt checking of production equipment and procedures concrete placement, curing and hardened specimens.
● Welding & rebar welding
● High strength bolts
● Data modeling

SERVICE OVERVIEW
The Consultant must have access to qualified, trained and, where required by the Code or government official certified and/or licensed personnel to accomplish these services on an on call as needed basis. Consultant must be able to provide such personnel in a timely manner, usually within a 24-48-hour window, but may on occasion need to provide on a call-out basis. The Consultant shall be responsible for the submittal and approval of its qualified personnel and procedures to be used under this Agreement to

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City staff prior to any initial work taking place under this Agreement. The Consultant shall be responsible for providing any and all copies of licenses, certifications and other such required documentation of proof of qualification, training and licensing of personnel to be used under this Agreement. Welding Inspector(s) must have excellent knowledge of welding processes including, but not limited to: Shielded Metal Arc Welding (SMAW), Gas Tungsten Arc Weld (GTAW) and Gas Metal Arc Welding (GMAW), Flux-Cored Arc Welding (FCAW), Plasma Arc Cutting (PAC), Submerged Arc Welding (SAW), One Sided Submerged Welding (OSW), Laser Beam Welding (LBW), Electroslag Welding (ESW), Resistance, brazing and soldering, oxygen and acetylene cutting; have ability to interpret codes and manufacturing standards American Welding Society (AWS), American Society of Mechanical Engineers (ASME), American Iron & Steel Institute (AISI), American National Standards Institute (ANSI), American Proficiency Testing (API), 1104,0831.1, AWS DI.I, ASME IX, V, VIII, and II A, B, C, E; Boiler and pressure vessel code; and American Society of Testing Materials (ASTM); vast knowledge of welding drawings, symbols, welding procedures, qualifications, welding specifications, NDE methods, PT, Magnetic Particle Testing (MT). Radiography Testing (RT), and Ultrasonic Testing (UT) Personnel to be used for this Service must be listed as Senior Certified Welding Inspection (SCWI), Certified Welding Inspector (CWI) or Certified Associate Welding Inspector (CAWI), as required for the assigned work scope, with the applicable licenses or certifications provided.

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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:

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
Account Number and Project Number Example 1011234-53200-CXXXX For internal City Use Only On-Call PSA/GSA 2024
Agreement No. 32500379

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LAX-Fee Schedule-2024
(1/2024)
2024 FEE SCHEDULE – LOS ANGELES OFFICE
Fees for Professional Services
Classification Title
Regular Rate
per hour
Overtime Rate
per hour
Officers / Associates
Senior Vice President $325.00
Vice President $290.00
Senior Associate $265.00
Associate $235.00
Engineering / Geology / Hydrology / Environmental
Senior Professional III $215.00
Senior Professional II $190.00
Senior Professional I $170.00
Professional IV $150.00
Professional III $140.00
Professional II $130.00
Professional I $120.00
Field and Lab Technician / Drafter / Technical Assistant DGI and Senior Technical Services $140.00 $175.00
Technical Services (IV,III) $120.00 $144.00
Technical Services (II, I) $90.00 $106.00
Administrative
Office Services (Senior, V, IV) $150.00 $185.00
Office Services (III, II) $105.00 $130.00
Office Services (I) $90.00 $110.00
Special Services
Senior Consultant as quoted
Consultant as quoted
Instrumentation Specialist $200.00
Vehicles Rate per hour Rate per day
Trucks and Field Vehicles $25.00 up to $200
Personal Vehicles per federal mileage rate
Expert Testimony
Hourly rates will be doubled for time spent actually providing expert testimony in court or depositions.

Field Equipment and Laboratory Testing
See separate schedule.

EXHIBIT B

PROFESSIONAL SERVICE AGREEMENT
(CITY of Oxnard and Shannon & Wilson, Inc.)

SCHEDULE OF COMPENSATION
Agreement No. 32500379

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7/1/2024-
6/30/2025
7/1/2025-
6/30/2026
7/1/2026-
6/30/2027
7/1/2027-
6/30/2028
7/1/2028-
6/30/2029
Principal / Project Director $235.00 $246.75 $259.09 $272.04 $285.64 Registered Engineer $225.00 $236.25 $248.06 $260.47 $273.49 Quality Program Manager $220.00 $231.00 $242.55 $254.68 $267.41 Project Technical Advisor $215.00 $225.75 $237.04 $248.89 $261.33 Project Manager $205.00 $215.25 $226.01 $237.31 $249.18 Staff Engineer $174.00 $182.70 $191.84 $201.43 $211.50
Laboratory Manager $131.00 $137.55 $144.43 $151.65 $159.23 Laboratory Technician $110.00 $115.50 $121.28 $127.34 $133.71 Administrative $65.00 $68.25 $71.66 $75.25 $79.01
Test 7/1/2025-
6/30/2026
7/1/2026-
6/30/2027
7/1/2027-
6/30/2028
7/1/2028-
6/30/2029
Quality Control Manager $170.00 $178.50 $187.43 $196.80 $206.64 Public Works Inspector $163.00 $171.15 $179.71 $188.69 $198.13 ICC Soils Inspector/Grading Inspector/LA Deputy $167.00 $175.35 $184.12 $193.32 $202.99 ICC Structural Concrete/Masonry Inspector $167.00 $175.35 $184.12 $193.32 $202.99 Roadway Inspector $167.00 $175.35 $184.12 $193.32 $202.99 Structures Inspector $167.00 $175.35 $184.12 $193.32 $202.99 HMA / Concrete Batch Plant Inspector $163.00 $171.15 $179.71 $188.69 $198.13 Source Materials Fabrication Inspector $167.00 $175.35 $184.12 $193.32 $202.99 Quality Assurance / Quality Control Technician $163.00 $171.15 $179.71 $188.69 $198.13 AWS Certified Welding Inspector $167.00 $175.35 $184.12 $193.32 $202.99 NDE Inspection (ASNT, NDT, UT/MT/PT) $190.00 $199.50 $209.48 $219.95 $230.95 Coating Inspection (NACE II) $187.00 $196.35 $206.17 $216.48 $227.30 7/1/2024-
6/30/2025
7/1/2025-
6/30/2026
7/1/2026-
6/30/2027
7/1/2027-
6/30/2028
7/1/2028-
6/30/2029
Monthly Certified Payroll Report $150 $157.50 $165.38 $173.64 $182.33 Final Geotechnical or Design Report Replicate Copy $275 $288.75 $303.19 $318.35 $334.26 Overnight Mail (cost plus 15%) 15% 15% 15% 15% 15%
Professional Staff Rates
Per Hour Unless Otherwise Noted
Engineering and Consulting
Classification
Rate
Field Inspection and Technician Services
Office Administrative Fees
Rate
Classification
Rate
Classification
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7/1/2024-
6/30/2025
7/1/2025-
6/30/2026
7/1/2026-
6/30/2027
7/1/2027-
6/30/2028
7/1/2028-
6/30/2029
Drilling/Sampling Equipment
Concrete/Asphalt Coring Equipment $583.00 $612.15 $642.76 $674.90 $708.64 Ground penetrating radar $299.00 $313.95 $329.65 $346.13 $363.44 Magnetic Imaging Technology Scanner (MIT dowel bar Scanner) (per hour) $210.00 $220.50 $231.53 $243.10 $255.26
Pavement Inertial Profiling truck (per hour) $236.00 $247.80 $260.19 $273.20 $286.86 Caltrans Rapid Strength Concrete Testing Mobile Laboratory $473.00 $496.65 $521.48 $547.56 $574.93 Onsite Project Mobile Laboratory
Remote Project Subsistence
Travel Time (billed Portal to Portal at hourly billing rate of the individual)
Overtime and Saturday Rate
Double-time, Sunday and Holiday Rate
Less than 12 Hour Notice Scheduling Surcharge
7/1/2024-
6/30/2025
7/1/2025-
6/30/2026
7/1/2026-
6/30/2027
7/1/2027-
6/30/2028
7/1/2028-
6/30/2029
Sample Pick-Up Trip (within 100 miles of closest G3 Laboratory Flat Rate) $200.00 $210.00 $220.50 $231.53 $243.10
Saturday or Sunday Sample Pick-Up Trip (within 100 miles of closest G3 Laboratory Flat Rate) $330.00 $346.50 $363.83 $382.02 $401.12 Classification
Same Day Service (dependent on availability)
1 Day Turnaround
2 Day Turnaround
3 Day Turnaround
4 Day Turnaround
100%
80%
60%
40%
25%
Sample Pick-Up
Rush Charges for Laboratory Services
Note: Available for Certain Tests at the Following Premiums Above List Price Classification
Rate
Rate
Per Day Unless Otherwise Noted
Equipment Usage
Travel and Miscellaneous
Equipment/Vehicle
Classification
Rate
Test
By quote

1.5x Hourly Rate

2.0x Hourly Rate
Standard Rate plus 50%
By quote
By quote
Laboratory Sample Handling
Per Hour Unless Otherwise Noted
Agreement No. 32500379

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6/30/2025
7/1/2025-
6/30/2026
7/1/2026-
6/30/2027
7/1/2027-
6/30/2028
7/1/2028-
6/30/2029
Coefficient of Thermal Expansion AASHTO T-336 5000 $735.00 $771.75 $810.34 $850.85 $893.40 Core Compression (including trimming) ASTM C42/C39 5001 $100.00 $105.00 $110.25 $115.76 $121.55 Cylinder: Compression Strength - 6" x 12" or 4" x 8" ASTM C39, CTM 521, AASHTO T22 5002 $45.00 $47.25 $49.61 $52.09 $54.70 Cylinder: Tested out of Sequence - 6" x 12" or 4" x 8" ASTM C39, CTM 521, AASHTO T22 5003 $51.00 $53.55 $56.23 $59.04 $61.99 Density, Absorption, and Voids in Hardened Concrete ASTM C642 5004 $407.00 $427.35 $448.72 $471.15 $494.71 Flexural Beams Not Exceeding Ref. Size of 6"x6"x18"
ASTM C78, CTM
523, AASHTO T97,
ASTM C1609
5005 $87.00 $91.35 $95.92 $100.71 $105.75
Modulus of Elasticity Test ASTM C469 5006 $237.00 $248.85 $261.29 $274.36 $288.07 Splitting Tensile Strength: Cylinders ASTM C496 5007 $116.00 $121.80 $127.89 $134.28 $141.00 Measuring Thickness of Concrete Elements Using Drilled
Cores (Per Core)
ASTM C174 / CTM
531 5011 $52.00 $54.60 $57.33 $60.20 $63.21
Drying Shrinkage (28 Days), 5 Readings up to 28 Dry Days AASHTO T160 /
ASTM C157
Modified
5009 $636.00 $667.80 $701.19 $736.25 $773.06
• Additional Reading, Per Set of Three Bars
AASHTO T160 /
ASTM C157
Modified
5009.1 $63.00 $66.15 $69.46 $72.93 $76.58
• Storage over Ninety (90) Days, Per Set of
Three Bars, Per Month
AASHTO T160 /
ASTM C157
Modified
5009.2 $37.00 $38.85 $40.79 $42.83 $44.97
7/1/2024-
6/30/2025
7/1/2025-
6/30/2026
7/1/2026-
6/30/2027
7/1/2027-
6/30/2028
7/1/2028-
6/30/2029
Coring of Test Panels in Lab (Each) 5100 $67.00 $70.35 $73.87 $77.56 $81.44 Diamond Sawing of Cores or Cylinders (Each) 5101 $45.00 $47.25 $49.61 $52.09 $54.70 7/1/2024-
6/30/2025
7/1/2025-
6/30/2026
7/1/2026-
6/30/2027
7/1/2027-
6/30/2028
7/1/2028-
6/30/2029
Concrete Laboratory Trial Batch ASTM C192 5200
Concrete Laboratory Mix Study ASTM C192 5201
Lab Drying Shrinkage (28 days Wet/28 Day Dry), 5
Readings ASTM C157 5202 $656.00 $688.80 $723.24 $759.40 $797.37 Lab Drying Shrinkage (Up to 28 days), 5 Readings
AASHTO T160 /
ASTM C157
Modified
5203 $607.00 $637.35 $669.22 $702.68 $737.81
• Additional Reading, Per Set of Three Bars
AASHTO T160 /
ASTM C157
Modified
5203.1 $63.00 $66.15 $69.46 $72.93 $76.58
• Storage over Ninety (90) Days, Per Set of
Three Bars, Per Month
AASHTO T160 /
ASTM C157
Modified
5203.2 $37.00 $38.85 $40.79 $42.83 $44.97
Time of Set (Up to 8 hours) ASTM C403 5204 $200.00 $210.00 $220.50 $231.53 $243.10 Laboratory Concrete Mix Study ASTM C192 5205
Potential Alkali Reactivity of Aggregates (Mortar-Bar
Method) – Fine Aggregate ASTM C1260 5206 $1,000.00 $1,050.00 $1,102.50 $1,157.63 $1,215.51 Potential Alkali Reactivity of Aggregates (Mortar-Bar
Method) – Coarse Aggregate ASTM C1260 5207 $1,200.00 $1,260.00 $1,323.00 $1,389.15 $1,458.61 Potential Alkali-Silica Reactivity of Aggregate
Combinations – Accelerated Mortar Bar Method ASTM C1567 5208 $1,200.00 $1,260.00 $1,323.00 $1,389.15 $1,458.61 Unit Weight Including Lightweight Concrete, Air Dry
Method ASTM C567 5209 $125.00 $131.25 $137.81 $144.70 $151.94 Concrete Specimen Preparation
Rate
Rate
Rate
By Quote
By Quote
By Quote
Laboratory Testing Services
Concrete Tests (Field Made Specimens)
Test Test Method
Test Test Method
Invoice
Code
Invoice
Code
Concrete Mix Design and Laboratory Trial Batch
Test Test Method Invoice
Code
Agreement No. 32500379

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Unit Weight Including Lightweight Concrete, Oven Dry
Method ASTM C567 5210 $110.00 $115.50 $121.28 $127.34 $133.71 7/1/2024-
6/30/2025
7/1/2025-
6/30/2026
7/1/2026-
6/30/2027
7/1/2027-
6/30/2028
7/1/2028-
6/30/2029
Absorption of Masonry Block (set of 3) ASTM C140 5300 $121.00 $127.05 $133.40 $140.07 $147.08 Compressive Strength of Composite Prism, 8"x8"x16" ASTM C1314 5301 $165.00 $173.25 $181.91 $191.01 $200.56 Compressive Strength of Composite Prism, 8"x12"x16" ASTM C1314 5302 $259.00 $271.95 $285.55 $299.82 $314.82 Compression Strength of Masonry Block (set of 3) ASTM C140 5303 $266.00 $279.30 $293.27 $307.93 $323.32 Compressive Strength of Masonry Cores, 6" ASTM C39 5304 $87.00 $91.35 $95.92 $100.71 $105.75 Grout Compressive Strength, 2"x2"x2" Cube ASTM C109 5305 $55.00 $57.75 $60.64 $63.67 $66.85 Grout Compressive Strength, 3"x3"x6" Prism UBC STD 21-18, ASTM C1019 5306 $72.00 $75.60 $79.38 $83.35 $87.52
Linear Shrinkage of Masonry Block (set of 3) ASTM C426 5307 $318.00 $333.90 $350.60 $368.12 $386.53 Mortar Compressive Strength 2"x4", 3"x6" Cylinder UBC STD 21-16, ASTM C780 5309 $121.00 $127.05 $133.40 $140.07 $147.08
Mortar Compressive Strength 2"x2"x2" Cube UBC STD 21-16, ASTM C780 5310 $55.00 $57.75 $60.64 $63.67 $66.85
Shear Test of Masonry Cores, 6" DSA 5311 $121.00 $127.05 $133.40 $140.07 $147.08 Unit Weight of Masonry Block (set of 3) ASTM C140 5313 $121.00 $127.05 $133.40 $140.07 $147.08 Web and Face Shell Measurements ASTM C140 5314 $75.00 $78.75 $82.69 $86.82 $91.16 7/1/2024-
6/30/2025
7/1/2025-
6/30/2026
7/1/2026-
6/30/2027
7/1/2027-
6/30/2028
7/1/2028-
6/30/2029
Abrasion: Los Angeles Rattler ASTM C131, CTM
211, AASHTO T96 2000 $332.00 $348.60 $366.03 $384.33 $403.55 Abrasion: Los Angeles Rattler, Large-Size Coarse Agg. ASTM C535, CT 211 2001 $367.00 $385.35 $404.62 $424.85 $446.09
Atterberg Limits/Plasticity Index ASTM D4318, CTM
204, AASHTO T90 2002 $298.00 $312.90 $328.55 $344.97 $362.22 California Bearing Ratio Excluding Maximum Density (MultiPoint)ASTM D1883, AASHTO T193 2003 $522.00 $548.10 $575.51 $604.28 $634.49 California Bearing Ratio Excluding Maximum Density (One Point)
ASTM D1883,
AASHTO T193 2003.1 $250.00 $262.50 $275.63 $289.41 $303.88 California Bearing Ratio Excluding Maximum Density
(Cement or Lime Treated)
ASTM D1883,
AASHTO T193 2003.2 $650.00 $682.50 $716.63 $752.46 $790.08 Chloride and Sulfate Content CTM 417, CTM 422 2004 $193.00 $202.65 $212.78 $223.42 $234.59 Clay Lumps and Friable Particles ASTM C142 2005 $286.00 $300.30 $315.32 $331.08 $347.63 Cleanness Value: 1" x #4 CTM 227 2006 $261.00 $274.05 $287.75 $302.14 $317.25 Cleanness Value: 2.5" x 1.5" or 1.5" x .75" CTM 227 2007 $523.00 $549.15 $576.61 $605.44 $635.71 Corrosivity Series: Sulfate, CI, pH, Resistivity CTM 643, 417, 422 2008 $382.00 $401.10 $421.16 $442.21 $464.32 Crushed/Fractured Particles ASTM D5821, CTM
205, T335 2009 $254.00 $266.70 $280.04 $294.04 $308.74
Durability Index: Per Method – A, B, C, or D ASTM D3744, CTM 229, AASHTO T210 2010 $321.00 $337.05 $353.90 $371.60 $390.18 Expansion Index ASTM D4829 2011 $239.00 $250.95 $263.50 $276.67 $290.51 Flat Particle and Elongated Particle ASTM D4791, CTM
235 2012 $260.00 $273.00 $286.65 $300.98 $316.03
Flat or Elongated Particle ASTM D4791, CTM
235 2013 $267.00 $280.35 $294.37 $309.09 $324.54
Full Depth Reclamation (FDR) Mix Design Project Specified 2014 Material Finer than #200 Sieve by Washing ASTM D1140, CTM 202, AASHTO T11 2015 $122.00 $128.10 $134.51 $141.23 $148.29 Moisture and Density: Ring Sample ASTM D2937 2016 $63.00 $66.15 $69.46 $72.93 $76.58 Moisture and Density: Shelby Tube Sample ASTM D2937 2017 $90.00 $94.50 $99.23 $104.19 $109.40 Rate
Test Test Method Invoice
Code
Rate
By quote
Soils and Aggregate Tests
Masonry, Prisms, Mortar, and Grout
Test Test Method Invoice
Code
Agreement No. 32500379

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Organic Impurities ASTM C40, CTM
213, AASHTO T21 2018 $128.00 $134.40 $141.12 $148.18 $155.58 Permeability of Granular Soil ASTM D2434, CTM
220, AASHTO T215 2019
R-Value: Soil ASTM D2844, CTM
301, AASHTO T190 2020 $353.00 $370.65 $389.18 $408.64 $429.07 R-Value: Aggregate Base ASTM D2844, CTM
301, AASHTO T190 2021 $491.00 $515.55 $541.33 $568.39 $596.81 Relative Compaction of Soils (California Method) CTM 216 2022 $267.00 $280.35 $294.37 $309.09 $324.54 Sand Equivalent ASTM D2419, CTM
217, AASHTO T176 2023 $168.00 $176.40 $185.22 $194.48 $204.21 $0.00 $0.00 $0.00 $0.00
Sieve w/ Hydrometer: 3/4" Gravel to Clay ASTM D422, CTM 203, AASHTO T88 2024 $300.00 $315.00 $330.75 $347.29 $364.65 Sieve w/ Hydrometer: Sand to Clay ASTM D422, CTM
203, AASHTO T88 2025 $300.00 $315.00 $330.75 $347.29 $364.65 Sieve Analysis with Wash ASTM C136, CTM
202, AASHTO T27 2026 $180.00 $189.00 $198.45 $208.37 $218.79 Sieve Analysis w/out Wash ASTM C136, CTM
202, AASHTO T27 2027 $154.00 $161.70 $169.79 $178.27 $187.19 Split Sieve Analysis (coarse/fine aggregates) ASTM C136, CTM 202, AASHTO T27 2028 $260.00 $273.00 $286.65 $300.98 $316.03 Sieve Analysis w/o Wash: W/ Cobbles ASTM C136, CTM
202, AASHTO T27 2029 $285.00 $299.25 $314.21 $329.92 $346.42 Soil Cement Treated Mix Design Project Specified 2030
Soil Max. Density & Optimum Moisture: Standard Effort ASTM D698, AASHTO T99 2031 $296.00 $310.80 $326.34 $342.66 $359.79 Soil Max. Density & Optimum Moisture: With Rock
Correction
ASTM D698,
D1557, D4718,
AASHTO T99, T180
2032 $386.00 $405.30 $425.57 $446.84 $469.19
Soil Max. Density & Optimum Moisture Density: Check Point ASTM D698,
D1557, AASHTO
T99, T180
2033 $134.00 $140.70 $147.74 $155.12 $162.88
Max. Density & Optimum Moisture: Modified Effort D1557, AASHTO T99, T180 2034 $316.00 $331.80 $348.39 $365.81 $384.10
Soils and Aggregates: Moisture Content ASTM D566, CTM
226, AASHTO T255 2035 $40.00 $42.00 $44.10 $46.31 $48.62 Soundness: Sodium or Magnesium Sulfate, 5 Cycles, Per
Sieve Size
ASTM C88, CTM
214, AASHTO T104 2036 $174.00 $182.70 $191.84 $201.43 $211.50 Specific Gravity and Absorption: Coarse Aggregate ASTM C127, CTM 206, AASHTO T85 2037 $141.00 $148.05 $155.45 $163.23 $171.39 Specific Gravity and Absorption: Fine Aggregate ASTM C128, CTM 207, AASHTO T84 2038 $220.00 $231.00 $242.55 $254.68 $267.41 Specific Gravity of Soils ASTM D854, CTM
209, AASHTO T100 2039 $138.00 $144.90 $152.15 $159.75 $167.74 Standard Specification for Concrete Aggregates (C33) ASTM C33 2040 Uncompacted Void Content - Fine Aggregate ASTM C1252, CTM 234, AASHTO T304 2041 $201.00 $211.05 $221.60 $232.68 $244.32 Unconfined Compression of Soils ASTM D2166, CTM
221, AASHTO T208 2042 $298.00 $312.90 $328.55 $344.97 $362.22 Unit Weight of Aggregates ASTM C29, CTM
212, AASHTO T19 2043 $130.00 $136.50 $143.33 $150.49 $158.02 Voids in Aggregate ASTM C29, CTM
212, AASHTO T19 2044 $130.00 $136.50 $143.33 $150.49 $158.02 Lightweight Particles, Fine Aggregate ASTM C123,
AASHTO T113 2045 $175.00 $183.75 $192.94 $202.58 $212.71 By quote
By quote
By quote
Agreement No. 32500379

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271
Lightweight Particles, Coarse Aggregate ASTM C123,
AASHTO T113 2046 $210.00 $220.50 $231.53 $243.10 $255.26 Lightweight Particles, Coarse Aggregate (Chert) ASTM C123, AASHTO T113 2047 $210.00 $220.50 $231.53 $243.10 $255.26 7/1/2024-
6/30/2025
7/1/2025-
6/30/2026
7/1/2026-
6/30/2027
7/1/2027-
6/30/2028
7/1/2028-
6/30/2029
SSD: Bulk Specific Gravity of Compacted HMA Sample or
Core
ASTM D2726, CTM
308C, AASHTO
T166
3000 $67.00 $70.35 $73.87 $77.56 $81.44
Coated: Bulk Specific Gravity Compacted HMA Sample or
Core
ASTM D1188, CTM
308A, AASHTO
T275
3001 $97.00 $101.85 $106.94 $112.29 $117.90
Draindown Characteristics in Uncompacted HMA ASTM D6390, AASHTO T305 3002 $200.00 $210.00 $220.50 $231.53 $243.10 Lab Mixed-Effect of Moisture on HMA ASTM D4867,
AASHTO T283 3003 $1,568.00 $1,646.40 $1,728.72 $1,815.16 $1,905.91 Lab Mixed-Effect of Moisture on HMA, 1 Freeze Thaw ASTM D4867, AASHTO T283 3004 $1,914.00 $2,009.70 $2,110.19 $2,215.69 $2,326.48 Plant Mixed-Effect of Moisture on HMA Mix ASTM D4867,
AASHTO T283 3005 $1,134.00 $1,190.70 $1,250.24 $1,312.75 $1,378.38 Plant Mixed-Effect of Moisture on HMA, 1 Freeze Thaw ASTM D4867, AASHTO T283 3006 $1,568.00 $1,646.40 $1,728.72 $1,815.16 $1,905.91 Extraction: % Bitumen by Ignition ASTM D6307, CTM
382, AASHTO T308 3007 $257.00 $269.85 $283.34 $297.51 $312.39 Extraction: % Bitumen by Ignition & Gradation
ASTM
D6307/D5444,
CTM 382/202,
AASHTO T308/T27
3008 $355.00 $372.75 $391.39 $410.96 $431.50
Gyratory Compacted Bulk Sp. Gr. (set of 3) ASTM D6925,
AASHTO T312 3009 $350.00 $367.50 $385.88 $405.17 $425.43 Plant Mixed - Hamburg Wheel Track Test AASHTO T234 3010 $1,439.00 $1,510.95 $1,586.50 $1,665.82 $1,749.11 Lab Mixed - Hamburg Wheel Track Test AASHTO T234 3011 $2,440.00 $2,562.00 $2,690.10 $2,824.61 $2,965.84 HMA Ignition Oven Correction Factor ASTM D6307, CTM
382, AASHTO T309 3012 $919.00 $964.95 $1,013.20 $1,063.86 $1,117.05 HMA Moisture Content CTM 370, AASHTO
T329 3013 $74.00 $77.70 $81.59 $85.66 $89.95
Hveem Mix Design Project Specified 3014
Hveem Compacted Bulk Sp, Gr. (set of 3): Paraffin
ASTM D1188, CTM
308A, AASHTO
T275
3015 $248.00 $260.40 $273.42 $287.09 $301.45
Hveem Stabilometer Test - Lab Mixed (set of 3)
ASTM D1560/1561,
CT 304/366,
AASHTO T246/247
3016 $425.00 $446.25 $468.56 $491.99 $516.59
Hveem Stabilometer Test - Plant Mixed (set of 3)
ASTM D1560/1561,
CT 304/366,
AASHTO T246/247
3017 $260.00 $273.00 $286.65 $300.98 $316.03
Lab Mixed - Indirect Tensile Strength of HMA (IDT) ASTM D6931 3018 $414.00 $434.70 $456.44 $479.26 $503.22 Plant Mixed - Indirect Tensile Strength of HMA (IDT) ASTM D6931 3019 $280.00 $294.00 $308.70 $324.14 $340.34 Lab Mixed - High Temperature Indirect Tensile Strength of HMA (IDT-HT) ASTM D6931 3038 $414.00 $434.70 $456.44 $479.26 $503.22 Plant Mixed - High Temperature Indirect Tensile Strength of HMA (IDT-HT) ASTM D6931 3039 $280.00 $294.00 $308.70 $324.14 $340.34 4" Marshall Compacted Bulk. Sp. Gr. (set of 3)
ASTM D2726, CTM
308C, AASHTO
T166
3020 $278.00 $291.90 $306.50 $321.82 $337.91
6" Marshall Compacted Bulk Sp. Gr. (set of 3)
ASTM D2726, CTM
308C, AASHTO
T166
3021 $287.00 $301.35 $316.42 $332.24 $348.85
Marshall Mix Design Project Specified 3022
Test Test Method Invoice
Code
Hot Mix Asphalt (HMA), Warm Mix Asphalt (WMA), Tests
By quote
By quote
Rate
Agreement No. 32500379

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272
Max. Theoretical Specific Gravity [RICE] ASTM D2041, CTM 309, AASHTO T209 3023 $191.00 $200.55 $210.58 $221.11 $232.16 Open Grade Mix Design Project Specified 3024
Quantitative Extraction: % Bit. & Sieve Analysis ASTM D2172, AASHTO T164 3025 $375.00 $393.75 $413.44 $434.11 $455.81 RAP Quality Testing - Total of 3 Samples CTM 384, MS-2 3026 $2,927.00 $3,073.35 $3,227.02 $3,388.37 $3,557.79 Lab Mixed - Resistance of Compacted HMA to Moisture
Damage CTM 371 3027 $2,290.00 $2,404.50 $2,524.73 $2,650.96 $2,783.51 Resistance to Plastic Flow - 4" Marshall of Cored Sample ASTM D6926/6927, AASHTO R68/T245 3028 $184.00 $193.20 $202.86 $213.00 $223.65 Resistance to Plastic Flow - 4" Marshall Test, Plant Mix ASTM D6926/6927, AASHTO R68/T245 3029 $280.00 $294.00 $308.70 $324.14 $340.34 Resistance to Plastic Flow - 4" Marshall Test Lab Mixed ASTM D6926/6927, AASHTO R68/T245 3030 $414.00 $434.70 $456.44 $479.26 $503.22 Resistance to Plastic Flow - 6" Marshall Test Lab Mixed ASTM D5581 3031 $541.00 $568.05 $596.45 $626.28 $657.59 Resistance to Plastic Flow - 6" Marshall Test, Premixed ASTM D5581 3032 $432.00 $453.60 $476.28 $500.09 $525.10 Superpave Mix Design Project Specified 3033
Rutting Susceptibility of HMA using the APA Lab Mixed AASHTO T340 3034 $2,291.00 $2,405.55 $2,525.83 $2,652.12 $2,784.72 Rutting Susceptibility of HMA using the APA - Plant Mixed AASHTO T340 3035 $1,913.00 $2,008.65 $2,109.08 $2,214.54 $2,325.26 Lab Mixed - Rapid Shear Rutting Test (IDEAL-RT) - Set of 3 ASTM WK71466 3040 $1,500.00 $1,575.00 $1,653.75 $1,736.44 $1,823.26 Plant Mixed - Rapid Shear Rutting Test (IDEAL-RT) - Set of 3 ASTM WK71466 3041 $1,000.00 $1,050.00 $1,102.50 $1,157.63 $1,215.51 Lab Mixed - Indirect Tensile Cracking Test (IDEAL -CT) - Set of 3 ASTM 8225 3036 $1,500.00 $1,575.00 $1,653.75 $1,736.44 $1,823.26 Plant Mixed – Indirect Tensile Cracking Test (IDEAL -CT) - Set of 3 ASTM 8225 3037 $1,000.00 $1,050.00 $1,102.50 $1,157.63 $1,215.51 7/1/2024-
6/30/2025
7/1/2025-
6/30/2026
7/1/2026-
6/30/2027
7/1/2027-
6/30/2028
7/1/2028-
6/30/2029
Emulsion Residue, Evaporation ASTM D244 3100 $151.00 $158.55 $166.48 $174.80 $183.54 Emulsion Sieve Test ASTM D244 3101 $146.00 $153.30 $160.97 $169.01 $177.46 Furol Viscosity @ 77°F ASTM D7496 3102 $153.00 $160.65 $168.68 $177.12 $185.97 Furol Viscosity @ 122°F ASTM D7496 3103 $161.00 $169.05 $177.50 $186.38 $195.70 Penetration ASTM D5 3104 $140.00 $147.00 $154.35 $162.07 $170.17 Residue by Evaporation ASTM D6934 3105 $146.00 $153.30 $160.97 $169.01 $177.46 Sieve Test ASTM D6933 3106 $114.00 $119.70 $125.69 $131.97 $138.57 Storage Stability, 1 Day ASTM D6930 3107 $180.00 $189.00 $198.45 $208.37 $218.79 Storage Stability, 5 Day ASTM D6930 3108 $207.00 $217.35 $228.22 $239.63 $251.61 Wet Track Abrasion ASTM D3910 3109 $193.00 $202.65 $212.78 $223.42 $234.59 7/1/2024-
6/30/2025
7/1/2025-
6/30/2026
7/1/2026-
6/30/2027
7/1/2027-
6/30/2028
7/1/2028-
6/30/2029
Cone Penetration ASTM D217 3200 $128.00 $134.40 $141.12 $148.18 $155.58 Haake Viscosity LP-11 3201 $166.00 $174.30 $183.02 $192.17 $201.77 Resilience @ 77°F ASTM D5329 3202 $128.00 $134.40 $141.12 $148.18 $155.58 Rubber Binder Profile Project Specified 3203 $4,332.00 $4,548.60 $4,776.03 $5,014.83 $5,265.57 Softening Point ASTM D36 3204 $140.00 $147.00 $154.35 $162.07 $170.17 PG Binder Specification Compliance AASHTO M320 3205 $908.00 $953.40 $1,001.07 $1,051.12 $1,103.68 PG Grade Determination AASHTO R29 /
AASHTO M332 3206 $1,155.00 $1,212.75 $1,273.39 $1,337.06 $1,403.91 Emulsion Tests
By quote
By quote
Binder Tests
Test Test Method Invoice
Code
Test Test Method
Rate
Rate
Invoice
Code
Agreement No. 32500379

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273
Type of Service Qualification 2024 2025 2026 2027 2028 2029 NDE Inspector ASNT NDT UT/MT/PT $ 179.06 $ 188.01 $ 197.41 $ 207.28 $ 217.65 $ 228.53 Coating Inspector NACE II $ 174.75 $ 183.49 $ 192.66 $ 202.29 $ 212.41 $ 223.03 Welding Inspector CWI $ 169.94 $ 178.44 $ 187.36 $ 196.73 $ 206.56 $ 216.89 Precats Concrete Inspector ACI I, PCI II $ 137.53 $ 144.41 $ 151.63 $ 159.21 $ 167.17 $ 175.53 Concrete Inspector ACI I $ 147.06 $ 154.41 $ 162.13 $ 170.24 $ 178.75 $ 187.69 Material Sampling/Technician Material Sampler/Technician $ 132.19 $ 138.80 $ 145.74 $ 153.03 $ 160.68 $ 168.71 Item Quantity Approx. Unit Cost
Millage TBD (Federal Rate) $ 0.67 / mile
Travel in-State TBD (Caltrans Policy) Approx. $1,500 / Trip Travel Out-of-State TBD (Caltrans Policy) Approx. $2,500 / Trip Travel Cost *,**
* This approximate cost. All travel will be based on Caltrans Travel Policies, unless other policies are in place. Alternatively, an increase of $20 per hourly rate or $160/day can cover travel cost. ** Travel cost includes, airfare, lodging, transportation, and meal.

ZT Consulting Group Inc.

Inspection Staff Hourly Rate
Overtime rate applies after 8 hours on the job on the weekdays and any hours worked on Saturday, Sunday, and Holidays. Rates Include all clerical, administrative, and support functions, along with required equipment and materials, along with travel cost within 150 miles of jobsite.

Agreement No. 32500379

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274
ZT Consulting Group, Inc.

Material Testing Rate
2024
Ultimate Tensile Strength ASTM F606 / ASTM A370 / ASTM E8 ASTM F1554 $ 150.00 Per Bolt Coating Thickness (HDG) ASTM B499 ASTM F2329 $ 100.00 Per Bolt Coating Thickness (MG) ASTM B499 ASTM B695 $ 100.00 Per Bolt Ultimate Tensile Strength ASTM F606 / ASTM A370 / ASTM E8 ASTM A449 $ 150.00 Per Bolt Hardness ASTM F606 / ASTM E18 ASTM A449 $ 100.00 Per Bolt Coating Thickness (HDG) ASTM F2329 ASTM F2329 $ 100.00 Per Bolt Coating Thickness (MG) ASTM B695 ASTM B695 $ 100.00 Per Bolt Ultimate Tensile Strength ASTM F606 / ASTM A370 / ASTM E8 ASTM F1554 Elongation ASTM F606 / ASTM A370 / ASTM E8 ASTM F1554
Yield Strength ASTM F606 / ASTM A370 / ASTM E8 ASTM F1554 Reduction Of Area ASTM F606 / ASTM A370 / ASTM E8 ASTM F1554 Proof Load ASTM A370 / ASTM F606 ASTM A563 $ 150.00 Per Nut Hardness ASTM F606 / ASTM E18 ASTM A563 $ 100.00 Per Nut Coating Thickness (HDG) ASTM B499 ASTM F2329 $ 100.00 Per Nut Coating Thickness (MG) ASTM B499 ASTM B695 $ 100.00 Per Nut Proof Load ASTM A370 / ASTM F606 ASTM A194 $ 150.00 Per Nut Hardness ASTM F606 / ASTM E18 ASTM A194 $ 100.00 Per Nut Coating Thickness (HDG) ASTM B499 ASTM F2329 $ 100.00 Per Nut Coating Thickness (MG) ASTM B499 ASTM B695 $ 100.00 Per Nut Hardness ASTM F606 / ASTM E18 ASTM F436 $ 100.00 Per Washer Coating Thickness (HDG) ASTM B499 ASTM F2329 $ 100.00 Per Washer Coating Thickness (MG) ASTM B499 ASTM B695 $ 100.00 Per Washer Coating Thickness (HDG) ASTM B499 ASTM F2329 $ 100.00 Per Washer Coating Thickness (MG) ASTM B499 ASTM B695 $ 100.00 Per Washer Coating Thickness (HDG) ASTM B499 ASTM F2329 $ 100.00 Per Washer Coating Thickness (MG) ASTM B499 ASTM B695 $ 100.00 Per Washer ASTM A325 / ASTM F3125
ASTM A449
Hardness ASTM F606 / ASTM E18 ASTM A325 $ 100.00 Per Bolt Coating Thickness (HDG) ASTM B499 ASTM F2329 $ 100.00 Per Bolt Coating Thickness (MG) ASTM B499 ASTM B695 $ 100.00 Per Bolt ASTM A325 / ASTM F3125
ASTM A449
Hardness ASTM F606 / ASTM E18 ASTM A325 $ 100.00 Per Bolt Coating Thickness (HDG) ASTM B499 ASTM F2329 $ 100.00 Per Bolt Coating Thickness (MG) ASTM B499 ASTM B695 $ 100.00 Per Bolt Proof Load ASTM A370 / ASTM F606 ASTM A563 $ 150.00 Per Nut Hardness ASTM F606 / ASTM E18 ASTM A563 $ 100.00 Per Nut Coating Thickness (HDG) ASTM B499 ASTM F2329 $ 100.00 Per Nut Coating Thickness (MG) ASTM B499 ASTM B695 $ 100.00 Per Nut Proof Load ASTM A370 / ASTM F606 ASTM A194 $ 150.00 Per Nut Hardness ASTM F606 / ASTM E18 ASTM A194 $ 100.00 Per Nut Coating Thickness (HDG) ASTM B499 ASTM F2329 $ 100.00 Per Nut Coating Thickness (MG) ASTM B499 ASTM B695 $ 100.00 Per Nut Hardness ASTM F606 ASTM F436 $ 150.00 Per Washer
Coating Thickness (HDG) ASTM B499 ASTM F2329 $ 100.00 Per Washer Coating Thickness (MG) ASTM B499 ASTM B695 $ 100.00 Per Washer Coating Thickness (HDG) ASTM B499 ASTM F2329 $ 100.00 Per Washer Coating Thickness (MG) ASTM B499 ASTM B695 $ 100.00 Per Washer Per Bolt Per Bolt Per Bolt
Nuts (Grade 2H)Flat Washers (Hardened)DTI Washers
$ 350.00
High Strength Bolts (Minimum Tensile of 150 ksi)
Ultimate Tensile Strength ASTM F606 / ASTM A370 / ASTM E8 $ 350.00 Nuts (Grades O, A, B, C, D, DH, and DH3)DTI Washers
WI-720-001(Fastener Procedure) High Strength Bolt Assemblies High Strength Bolts (Minimum Tensile of 120 ksi)
Ultimate Tensile Strength
*Shall be Wedge tensile tested (10 degree wedge up
ASTM F606 / ASTM A370 / ASTM E8
Nuts (Grades O, A, B, C, D, DH, and DH3)Nuts (Grade 2H)Flat Washers (Hardened)Flat Washers (Non-Hardened) WI-720-001(Fastener Procedure)
Anchor Bolt Assemblies
Anchor Bolts (ASTM F1554)Anchor Bolts (ASTM A449)Anchor Bolts (Machined 505 Specimen) $ 350.00 ZTC Work Instruction Sample Type Components Tests Test Method Test Requirements Spec Rate Cost Unit 1/3
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ZT Consulting Group, Inc.

Material Testing Rate
2024
ZTC Work Instruction Sample Type Components Tests Test Method Test Requirements Spec Rate Cost Unit Breaking Strength ASTM A370 / ASTM A1061 / ASTM E8 ASTM A416 Yield Strength ASTM A370 / ASTM A1061 / ASTM E8 ASTM A416 Elongation ASTM A370 / ASTM A1061 / ASTM E8 ASTM A416
Ultimate Tensile Strength ASTM A706
Visible Necking + Break outside HAZ
Strain
Ultimate Tensile Strength ASTM A706
Visible Necking + Break outside HAZ
Strain
Slip Caltrans Standard Specification Section 52-6.02B(1) $ 150.00 Per Splice Ultimate Tensile Strength CTM 670 ASTM A706 $ 60 (<#11) $ 120 (>#11) Per Splice Slip CTM 670 Caltrans Standard Specification Section 52-6.02B(1) $ 150.00 Per Splice Ultimate Tensile Strength ASTM A706
Visible Necking + Break outside HAZ ASTM A970
Strain
Bend Test
*Only required for welded headed bars (Sizes No. 3
to No. 10)
$ 80.00 Per Headed Bar
Ultimate Tensile Strength
Yield Strength
Elongation
Epoxy Coated Bars (For Soil Nails) Coating Thickness
ASTM A775 / CTM 687ASTM A934 / CTM 687 Caltrans Spec Section 46-3.02A $ 150.00 Per Bar Coating Thickness ASTM A775 / CTM 687
Holiday Test ASTM A775 / CTM 686
Bend Test
*Not required for dowel bars
*Only Required for rebars
ASTM A775 / CTM 685
Dowel Bars Coating Thickness ASTM A884 / ASTM A775 / ASTM A934 ASTM A884 $ 150.00 Ber Par Coating Thickness ASTM A934 / CTM 687
Holiday Test ASTM A934 / CTM 686
Bend Test
*Not required for dowel bars
*Only Required for rebars
ASTM A934 / CTM 685
Ultimate Tensile Strength
Yield Strength
Elongation
Couplers Proof Load $ 350.00 Per Coupler
Nuts Proof Load $ 150.00 Per Nut
Ultimate Tensile Strength
Yield Strength
Elongation
Couplers Proof Load $ 350.00 Per Coupler
Nuts Proof Load $ 150.00 Per Nut
Per Bar Per Bar
Per Strand
Per Splice
Per Headed Bar
Per Bar
Per Splice
$ 350.00 $ 350.00
WI-720-006(Threaded Rebar Procedure)
DYWIDAG Threaded Bar
Threaded Bars
ASTM A370 / ASTM E8 ASTM A722
WI-720-006(Threaded Bar/Rebar Procedure)
Threaded Bar Assemblies(ASTM A722)
Threaded Bars
ASTM A370 / ASTM E8 ASTM A722
$ 250.00
Purple Epoxy ASTM A934 $ 250.00 Per Bar
$ 350.00 Per Coupon
WI-720-005(Epoxy Coating Evaluation Procedure)
Epoxy Coated Bars
Green Epoxy ASTM A775
WI-720-004(Cast Iron and Steel Check Sample
PT Anchorage Coupon Casting Coupon ASTM A370 / ASTM E8 ASTM A536 CTM 670
Service Splice Couplers
WI-720-003(Spliced Reinforcing Steel Procedure)
Headed Bars Headed Bars
CTM 670
ASTM A370
$ 80 (<#11)
$ 160 (>#11)
CTM 670
WI-720-003(Spliced Reinforcing Steel Procedure)
Couplers
Ultimate Butt Splice Couplers
CTM 670
ASTM A370
$ 80 (<#11)
$ 160 (>#11)
WI-720-003(Spliced Reinforcing Steel Procedure)
Welded Hoops Ultimate Butt Splice Welded Hoop
CTM 670
ASTM A370 $ 80 (<#11) $ 160 (>#11)
CTM 670
WI-720-002
(Prestressing Strand Procedure)
Strands Strands $ 200.00
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Material Testing Rate
2024
ZTC Work Instruction Sample Type Components Tests Test Method Test Requirements Spec Rate Cost Unit Ultimate Tensile Strength
Yield Strength
Elongation
Concrete Cylinders (4 x 8 & 6 x 12) Compressive Strength ASTM C39 ASTM C39 $ Per Cylinder 50.00 Concrete Cores Compressive Strength ASTM C42 ASTM C42 $ Per Core 80.00 Durometer Hardness ASTM D2240 ASTM D2240
Tensile Strength
Elongation
Oil Swell By Mass ASTM D471 ASTM D471
Low Temperature Recovery
High Temperature Recovery
Movement Rating CTM 673 CTM 673
Durometer Hardness ASTM D2240 ASTM D2240
Tensile Strength
Ultimate Elongation
Tear Strength (Die C) ASTM D624 ASTM D624
Peel (Adhesion) Strength CTM 663 Part 2 CTM 663 Part 2
Per Rebar
Per Seal
Per Bearing
ASTM D412
ASTM D2628
ASTM D412
$ 1,500.00$ 1,100.00
Concrete Cylinders
WI-720-009(Type B Seal) Type B Seal Joint Seals
ASTM D412
WI-720-008(Compressive Testing of WI-720-010 (Elastomer Bearing Pads) Elastomeric Bearing Pads Bearing Pads ASTM D412
ASTM D2628
$ 200.00
WI-720-007
(Reinforcing Steel Procedure)
Plain & Deformed Reinforcement(ASTM A615 & ASTM A706)
Rebar ASTM A615 / ASTM A706 / A370 ASTM A615
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Exhibit INS-A

INSURANCE REQUIREMENTS FOR CONSULTANTS
(WITH ERRORS AND OMISSIONS REQUIREMENT)

1. Consultant shall obtain and maintain during the performance of any services under this Agreement the following insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of 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 CA0001) covering Code No. 1, “any auto;” c. Professional liability/errors and omissions insurance appropriate to Consultant’s profession to a minimum coverage of $1,000,000, with neither Consultant nor listed subconsultants having less than $500,000 individually. The professional liability/errors and omissions insurance must be project specific with at least a one year extended reporting period, or longer upon request. d. Workers’ compensation insurance in compliance with the laws of the State of California, and employer’s liability insurance in an amount not less than $1,000,000 per claimant. Additionally, the workers’ compensation policy shall include a waiver of all rights of subrogation which the insurer may have against the City.

2. Consultant shall, prior to performance of any services, file with the Risk Manager certificates of insurance with original endorsements effecting coverage required by this Exhibit INS-A. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements are to be on the attached forms or on other forms approved by the Risk Manager. All certificates and 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 selfinsurance 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.
1/23
Agreement No.32500379 EXHIBIT C

PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and Shannon & Wilson, Inc.)

INSURANCE REQUIREMENTS

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278
Exhibit INS-A

INSTRUCTION FOR SUBMITTING INSURANCE CERTIFICATES AND ENDORSEMENT FORMS Certificates of Insurance
The sample accord form on the following page is provided to facilitate your preparation and submission of certificates of insurance.

You may use this or any industry form that shows coverage as broad as that shown on the attached sample. Please note the certificate holder address must be as shown on the attached sample accord form with the contract number and insurance exhibit identification information completed. Improperly addressed certificates may delay the contract start-up date because the City’s practice is to return unidentifiable insurance certificates to the insured for clarification as to the contract number.

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

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

INS-A.doc
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279
Exhibit INS-A

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

PRODUCER

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

CODE SUB-CODE COMPANIES AFFORDING INSURANCE COVERAGE

INSURED COMPANY

LETTER A SPECIFY COMPANY NAMES IN THIS SPACE

COMPANY

LETTER B

COVERAGES

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

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

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

LTR TYPE OF INSURANCE
POLICY
NUMBER
POLICY

EFFECTIVE
DATE
(MM/DD/YY)
POLICY

EXPIRATION
DATE
(MM/DD/YY) LIMITS

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

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

A AUTOMOBILE LIABILITY
[x] ANY AUTO

ALL OWNED AUTOS

SCHEDULED AUTOS

HIRED AUTOS

NON-OWNED AUTOS

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

A EXCESS LIABILITY

UMBRELLA FORM

OTHER THAN UMBRELLA
FORM
EACH OCCURRENCE $
AGGREGATE $

A WORKERS'

COMPENSATION
AND

EMPLOYERS' LIABILITY

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

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

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

CERTIFICATE HOLDER - 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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280
Exhibit INS-A
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 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

GENERAL LIABILITY

COMMERCIAL GENERAL LIABILITY

COMPREHENSIVE GENERAL LIABILITY

OWNERS & CONTRACTORS PROTECTIVE
Claims Made
Retroactive Date
Occurrence
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. Name:

Address:

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

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

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

5. 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. 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.
- 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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281
Exhibit INS-A
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 NAMED INSURED coverage. Per Occurrence Per Claim (which) . 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

COMMERCIAL AUTO POLICY

BUSINESS AUTO POLICY
OTHER
Underwriter’s representative for claims pursuant to this insurance.

Name:

Address:

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

1. 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.

3. 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.

5. 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. 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.

CITY OF OXNARD - 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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Agreement No.32500379

EXHIBIT D

PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and Shannon & Wilson, Inc.)

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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Agreement No.32500379

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, 2025, 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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Agreement No.32500379

EXHIBIT E

PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and Shannon & Wilson, 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, 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. 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).

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.

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.

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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 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.

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,

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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, 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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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/entityidentified 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 goods or services in the energy sector in Iran and is identified on the current list of persons engagedin investment activities in Iran created by DGS in accordance with subdivision (b) of Public Contract Code 2203.

Company Name/Financial Institution (printed):

By (Authorized Signature):

Printed Name & Title of Person Signing:

Federal ID Number (or n/a):

Date Executed
Executed in the County of in the State of
OPTION No.2 - EXEMPTION
Pursuant to Public Contract Code sections 2203(c) and (d), a public entity may permit a vendor/financial institutionengaged 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):

By (Authorized Signature):

Printed Name & Title of Person Signing:

Executed in the County of
Federal ID Number (or n/a):

Date Executed
in the State of
AGREEMENT FOR PROFESSIONAL SERVICES (V0l/29/15)

EXHIBIT F

PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and Shannon & Wilson, Inc.)

Agreement No.32500379

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CITY COUNCIL AGENDA REPORT

INFORMATION/CONSENT AGENDA
AGENDA ITEM NO. K.6
DATE: February 18, 2025
TO: City Council
FROM: Michael Wolfe, Public Works Director, (805) 385-8055, [email protected] SUBJECT: Multiple Agreements for On-Call Architectural Design Professional Engineering Services.

RECOMMENDATION
That the City Council approve and authorize the Mayor to execute the following Agreements, each with an initial term of two years from February 19, 2025, to February 18, 2027, with an option for three consecutive one-year period extensions ending February 18, 2030, for on-call professional engineering services for architectural design:

1. Agreement 32500354 with Black, O’Dowd and Associates, Inc. DBA BOA Architecture for a total amount not to exceed $750,000;

2. Agreement 32500359 with Jeff B. Zook, A Professional Architectural Corporation DBA Coastal Architects for a total amount not to exceed $750,000;

3. Agreement 32500364 with Roesling Nakamura Terada Architects, Inc. for a total amount not to exceed $750,000; and

4. Agreement 32500361 with Wallace Group, A California Corporation for a total amount not to exceed $750,000. (Public Works and Transportation Committee approved 3-0 on January 28, 2025)

BACKGROUND
The Public Works Department (PW) utilizes professional consulting firms to provide licensed, technical expertise in various disciplines that support the development and implementation of the Capital Improvement Program (CIP) as well as other non-CIP projects. Utilization of these specialized contractors is necessary to provide services that supplement the skills and experience of City staff. It is in the City’s interest to have a pool of these professional service contractors available on-call for a range of technical disciplines so that services can be procured, and needed work can proceed, in fairly short order.

Pre-approved on-call professional service agreements reduce the amount of time necessary to procure service contractors and thus facilitate the timely completion of certain categories of CIP and other projects. The specific services covered under this request include but are not limited to, general architectural design services, landscape design, producing reports, studies, master plans, conceptual designs, specifications, permitting requirements, budget estimates, preliminary studies, public outreach, renderings, drawings, specifications, estimates, scopes of work and other professional services including utility coordination and design services.

There were six previous architectural on-call professional service agreements, and these have or are set to expire between December 21, 2024, and March 1, 2025, after their three-year contractual term. The total value of these agreements was $6,000,000; of this amount, approximately $630,000 of work was ordered as tasks.

DISCUSSION
On October 9, 2024, the Purchasing Division issued a Request for Proposal (RFP) 25-34 for On-Call Architectural Services. Outreach efforts included direct notifications to three potential vendors, publication on 304
www.PublicPurchase.com, and posting on the City’s Purchasing website. The deadline for proposal submissions was November 4, 2024, and the City received a total of 11 proposals from the following vendors:

Andrew Goodwin Designs BFK Architecture + Planning Black O’Dowd and Associates, Inc.

Coastal Architects Environ Architecture, Inc Hunter Smith & Associates, Inc.

Rania Alomar Architect,
Inc
Roesling Nakamura Terada Architects,
Inc.

SVA Architects, Inc
Tighe Architecture Wallace Group
A rating and selection process of the proposals was then performed by a panel that consisted of the Engineering Division Manager, two Senior Construction Project Managers, and a Construction Project Manager. Scoring criteria consisted of company profile, qualifications of proposed staff, relevant professional experience and performance, and overall responsiveness that best met the RFP criteria while being consistent with the City’s municipal code. After a thorough review, the panel selected four firms to recommend for Agreement awards, with a determination that these vendors are the highest-ranked proposers based on the scoring criteria listed in the RFP and are consistent with the City’s Purchasing Policy.

Following further review by the Purchasing Division, it was determined that these vendors meet all required City contractual requirements, including possession of a City business tax certificate, insurance certificates, and corporate filing with the California Secretary of State. Therefore, based upon the analysis and research performed to date, staff believes that the four recommended vendors are capable of successfully performing On-Call Professional Services to the City of Oxnard.

Services under these agreements will be acquired on an as-needed basis with individual task orders issued for each identified work requirement (task). These will be issued and managed by the Project Manager (PM) assigned to the project. Once a new requirement is identified, all contractors will be provided the Task Order requirement on which to provide a proposal, if they so choose. The contractors will then submit their respective proposals, which will include a description of the scope of work to be performed, the method by which the consultant plans on completing the work, and a cost and schedule for completion. It is the consultant's responsibility to determine the best and most cost-effective method to complete the work. 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
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 $750,000 per year for up to five years if all extension options are exercised. Funding for individual tasks will be sourced from projects identified in the City Council approved CIP or on rare occasions for City Divisions with non-CIP project requirements (e.g. Facilities division making minor office improvements). The respective Project Manager will ensure sufficient funding is available in the approved 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
Public Works and Transportation Committee approved 3-0 on January 28, 2025 to approve the staff recommendation and to forward the item for Council approval.
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Prepared by: Morgan Kessler, City Engineer

ATTACHMENTS

1. Agreement 32500354 - BOA

2. Agreement 32500359 - Coastal Architects

3. Agreement 32500364 - RNT

4. Agreement 32500361 -Wallace Group

5. Prior Agreement Rates and Exhibits
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ON-CALL PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF OXNARD AND
BLACK, O’DOWD AND ASSOCIATES, INC.

DBA BOA ARCHITECTURE
By This On-Call Professional Services Agreement (“Agreement”), the City of Oxnard (“City”) agrees to engage the Services of Black, O’Dowd and Associates, Inc. DBA BOA Architecture (“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.

The Services to be performed pursuant to this agreement are described in the Scope of Services, attached hereto as Exhibit A. The City may require Consultant to perform all or a portion of these services through subsequently issued Task Orders.

Task Orders will be in the form of the template described in and attached the Scope of Services. The Services under this Agreement will be provided on an on-call or as needed basis.

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.

Black, O’Dowd and Associates, Inc. DBA BOA Architecture a corporation of the State of California, located at 1511 Cota Avenue, Long Beach, California 90813

4. TERM OF AGREEMENT: From: February 19, 2025 To: February 18, 2027 A. Time is of the essence in this Agreement
B. The City shall have the option to exercise (3) consecutive (1) one-year term extensions, in accordance with the scope of work and terms and Agreement No. 32500354 Page 1 of 33
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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: $750,000.00 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 Requirements: City Insurance Exhibit INS-A Exhibit D: Living Wage Policy
Exhibit E: Prevailing Wage

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:

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 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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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 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 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.

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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. 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 with a completed Request for Taxpayer Identification Number and Certification, as issued by the Internal Revenue Service. If any sales tax is due for the Services performed by Consultant or materials or products provided to City by Consultant, Consultant shall pay the sales tax. City shall not reimburse Consultant for sales taxes paid by Consultant.

D. Non-Appropriation of Funds. Payments to be made to Consultant by City for the Services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted and Agreement No. 32500354 Page 4 of 33
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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. [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 Agreement No. 32500354 Page 5 of 33
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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 Agreement No. 32500354 Page 6 of 33
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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.

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. 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, Agreement No. 32500354 Page 7 of 33
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in such time and in such form as the City may require, furnish reports concerning the status of Services required under this Agreement.

Consultant shall, upon request by City and upon completion or termination of this Agreement, deliver to the City all material furnished to Consultant by the City.

C. Records and Inspections. The Consultant shall maintain full and accurate records, with respect to all Services and matters covered under this Agreement. Books and records pertaining to costs shall be kept and prepared in accordance with generally accepted accounting principles.

The City shall have free access at all reasonable times to such records, both hard copy and electronic, and the right to examine and audit the same and to make transcripts therefrom, and to inspect all program data, documents, proceedings, and activities.

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

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

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

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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 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 Agreement No. 32500354 Page 9 of 33
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accordance with the applicable provisions of the California Business and Professions Code.
(1) Notwithstanding the provisions of Section 23 above, to the extent that the services to be provided under this Agreement are those of a Design Professional, Consultant's duty to indemnify, hold harmless, and defend the City Indemnitees shall be limited to the extent that any Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, its officers, agents, employees or subconsultants in the performance of the services described in this Agreement.
(2) In no event shall the costs of defense charged to Consultant exceed the Consultant’s proportionate percentage of fault, except as otherwise set forth 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.

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25.LIVING WAGE REQUIREMENTS. During the term of this Agreement, Consultant understands and agrees that if Living Wages are applicable, subject to the 2002 Oxnard City Council Living Wage Policy, attached as “Exhibit D” to this Agreement, Consultant will pay and/or provide 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.

27. [RESERVED]

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 Agreement No. 32500354 Page 11 of 33
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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.

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

31.DISPUTE RESOLUTION. Should an unresolved dispute arise out of this Agreement, any Party may request that it be submitted to mediation. The Parties shall meet in mediation within a reasonable time not to exceed forty five (45) days of a request.

The mediator shall be agreed to by the mediating Parties. In the absence of an Agreement on a mediator, the Parties shall each submit one name from mediators listed by the American Arbitration Association, the California State Board of Mediation and Conciliation, or other agreed-upon service. The mediator shall be selected by a “blindfold” process. The cost of mediation shall be borne equally by both Parties. Neither Party shall be deemed the prevailing Party. No Party shall be permitted to file a legal action without first meeting in mediation and making a good faith attempt to reach a mediated settlement. The mediation process, once commenced by a meeting with the mediator, shall last until Agreement is reached by Agreement No. 32500354 Page 12 of 33
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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.

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 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.

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

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

38.COVENANTS AND CONDITIONS. Each term and each provision of this Agreement to be performed by Consultant shall be construed to be both a covenant and a condition.

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

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

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

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 Agreement No. 32500354 Page 14 of 33
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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.

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

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

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

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

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

49.ACKNOWLEDGEMENT. By signing below, Consultant acknowledges that it has reviewed the City’s Professional Services Agreement terms and conditions and insurance requirements and that Consultant hereby agrees to full compliance. [Signatures on next page]
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IN WITNESS WHEREOF, the Parties have entered into this Agreement effective on the date as written in Section 4 and upon signature of all Parties.

CITY OF OXNARD BLACK, O’DOWD AND ASSOCIATES, INC.

DBA BOA ARCHITECTURE
☐Luis Mc Arthur, Mayor Edward Lok Ng, President Date 1
Date
☐Jennifer Yates, Purchasing Manager2
Kyle Ng, Secretary3 Date
ATTEST:

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

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EXHIBIT A

PROFESSIONAL SERVICE AGREEMENT
(CITY of Oxnard and Black, O’Dowd and Associates, Inc. DBA BOA Architects)

SCOPE OF SERVICES

PROJECT MANAGER: Petros Gazazyan / 805-385-7902 / [email protected]

Utility coordination and design Services to include but not limited to the following:

Architectural and Design Scope of Services
• Develop architectural designs and specifications for new facilities or facility renovations.
• Design of renovations to facility interiors and exteriors. • Design of structural rehabilitation and/or repair work for facilities or appurtenances. • Design and specification of landscape and irrigation/architecture. • Design work for the renovation, rehabilitation, replacement, and/or new construction of mechanical, electrical, HVAC, plumbing, life safety, and other facility systems.
• Design for rehabilitation or replacement of roofs, windows, doors, etc. for City of Oxnard-owned buildings.
• Design of facility site stormwater capture and/or mitigation systems and solutions. • Preparation of CADD drawings and/or 3-D renderings which could include but not limited to as-builts, plans, and presentation materials. Consultant may be given reference materials by the City or expected to conduct their own measurements, surveys, and field visits as needed.
• Preparation of project construction documents for bid including plans, technical specifications, unit pricing sheets, and other documents necessary to solicit bids and proposals for project construction consistent with Federal, State, and local policies and practices.
• Preparation of conceptual designs including project feasibility and project alternatives.
• Development of cost estimation and value engineering analysis including operating and maintenance costs.
• Preparation of plans for project sequencing, scheduling, staging, temporary housing, and space planning.

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• Support during and after construction including but not limited to: review of submittals, construction stakeout, design services, field investigations, attending pre-construction meetings, schedule analysis, and conflict/change order resolution. • Design and development of parks including site layout, building design, parking lot design, circulation, recreation facilities, children’s play areas and playground equipment, splash pads, passive recreation areas, park furnishings landscaping, stormwater management, and utility infrastructure.

Architectural and Engineering Evaluation and Testing Scope of Work • Facility master planning including but not limited to determining/projecting City needs, facility assessment(s), and developing implementation plan(s) for maintenance, rehabilitation, and new construction.
• Existing facility assessments including but not limited to facility condition, stormwater, code compliance, ADA compliance, OSHA compliance, space needs, security and public safety, building envelope testing, and energy use. • Structural Engineering services including but not limited to inspections and evaluations of the interior and/or exterior of existing facilities. • Mechanical, Electrical, HVAC, Plumbing, Life Safety, Lighting, and other facility systems evaluations and assessments
• Geotechnical Engineering and Testing services
• Exterior and interior surveying services which may include facilities/buildings survey, tree survey, and site survey.
• Tree impact evaluation.

Sustainable Public Facility Services Scope of Work
• Cost-benefit analysis, which may include recommendations, on implementing sustainable and green building practices for facility projects including renovation, new construction, and existing City policies and practices. • Recommendations, analysis, assessments, and evaluations regarding sustainable design and practices for City facilities and facility projects.

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TASK ORDER FORM
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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:

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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EXHIBIT B

PROFESSIONAL SERVICE AGREEMENT
(CITY of Oxnard and Black, O’Dowd and Associates, Inc. DBA BOA Architecture)

SCHEDULE OF COMPENSATION

JOB TITLE HOURLY (NOT TO EXCEED)
Principal Architect $160.00
Project Manager $150.00
Project Designer $125.00
Senior Designer $110.00
Senior Technical $100.00
Draftsman/AutoCAD Operator $95.00
Other Technical Staff $85.00
Structural Engineer $150.00
Mechanical Engineer $160.00
Electrical Engineer $160.00
“Other” Sub-Consultant $150.00
Clerical Staff $80.00
Prints $0.50/s.f.

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EXHIBIT C

PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and Black, O’Dowd and Associates, Inc DBA BOA Architects)

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.

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Exhibit INS-A

INSURANCE REQUIREMENTS FOR CONSULTANTS
(WITH ERRORS AND OMISSIONS REQUIREMENT)

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.

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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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

LTR TYPE OF INSURANCE
POLICY
NUMBER
POLICY

EFFECTIVE
DATE
(MM/DD/YY)
POLICY

EXPIRATION
DATE
(MM/DD/YY) LIMITS

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

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

A AUTOMOBILE LIABILITY
[x] ANY AUTO

ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON-OWNED AUTOS GARAGE LIABILITY COMBINED SINGLE $1,000,000
LIMIT
BODILY INJURY $
(Per person)
BODILY INJURY $
(Per accident)
PROPERTY DAMAGE $

A EXCESS LIABILITY

UMBRELLA FORM

OTHER THAN UMBRELLA
FORM
EACH OCCURRENCE $
AGGREGATE $

A WORKERS'

COMPENSATION
AND

EMPLOYERS' LIABILITY

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

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

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

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

CANCELLATION

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

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

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

AUTHORIZED REPRESENTATIVE
Rev. 1/23 INS-A.doc
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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 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
 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:

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

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

3. SEVERABILITY OF INTEREST. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company’s limits of liability.

The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included.

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

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

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

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

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

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

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

Rev. 1/23 INS-A.doc
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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 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 OTHER PROVISIONS
 COMMERCIAL AUTO POLICY
 BUSINESS AUTO POLICY
 OTHER

LIMIT OF LIABILITY
CLAIMS: Underwriter’s representative for claims pursuant to this insurance.

Name:

Address:

Telephone: ( )
$ per accident, for bodily injury and property damage.

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

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

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.

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

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

PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and Black, O’Dowd and Associates, Inc. DBA BOA Architects)

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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

PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and Black, O’Dowd and Associates, Inc. DBA BOA Architects)

PREVAILING WAGE

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 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 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 Agreement No. 32500354 Page 31 of 33
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after concluding the Project, Consultant and each of its subcontractors shall submit to City a verified statement of the journeyman and apprentice hours performed under this Agreement.

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.

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.

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Agreement No. 32500354 Page 33 of 33
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ON-CALL PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF OXNARD AND
JEFF B. ZOOK, A PROFESSIONAL ARCHITECTURAL CORPORATION

DBA COASTAL ARCHITECTS
By This On-Call Professional Services Agreement (“Agreement”), the City of Oxnard (“City”) agrees to engage the Services of Jeff B. Zook, A Professional Architectural Corporation dba Coastal Architects (“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.

Task Orders will be in the form of the template described in and attached the Scope of Services. The Services under this Agreement will be provided on an on-call or as needed basis.

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.

Jeff B. Zook, A Professional Architectural Corporation dba Coastal Architects a corporation of the State of California, located at 1567 Spinnaker Drive, Ventura, California 93001

4. TERM OF AGREEMENT: From: February 19, 2025 To: February 18, 2027 A. Time is of the essence in this Agreement
B. The City shall have the option to exercise (3) consecutive (1) one-year term extensions, in accordance with the scope of work and terms and Agreement No. 32500359 Page 1 of 33
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conditions of this Agreement. Any price negotiations, if allowed, shall be negotiated at the time of contract extension.

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: $750,000.00 1

City Designated Representative
Name: Morgan Kessler
Title: City Engineer
Phone: 805-385-7880
Email: [email protected]
Address: 305 W Third Street, East Wing,
Second Floor Oxnard, CA 93030
Consultant Designated Representative
Name: Jeff B. Zook
Title: President
Phone: 805-985-7654
Email: [email protected]
Address
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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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 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 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 Agreement No. 32500359 Page 3 of 33
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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.

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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.

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.

15. [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.

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 Agreement No. 32500359 Page 6 of 33
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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.

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 Agreement No. 32500359 Page 7 of 33
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termination of this Agreement, submit to the City all information developed in the course of the Consultant 's services. Consultant shall, in such time and in such form as the City may require, furnish reports concerning the status of Services required under this Agreement.

Consultant shall, upon request by City and upon completion or termination of this Agreement, deliver to the City all material furnished to Consultant by the City.

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 Agreement No. 32500359 Page 8 of 33
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Consultant in reliance on any Confidential Information disclosed under this Agreement.

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.

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 Agreement No. 32500359 Page 9 of 33
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landscape architects, registered professional engineers, professional land surveyors, and the business entities that offer such services in accordance with the applicable provisions of the California Business and Professions Code.
(1) Notwithstanding the provisions of Section 23 above, to the extent that the services to be provided under this Agreement are those of a Design Professional, Consultant's duty to indemnify, hold harmless, and defend the City Indemnitees shall be limited to the extent that any Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, its officers, agents, employees or subconsultants in the performance of the services described in this Agreement.
(2) In no event shall the costs of defense charged to Consultant exceed the Consultant’s proportionate percentage of fault, except as otherwise set forth 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.

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 Agreement No. 32500359 Page 10 of 33
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maintain or renew insurance coverages or to provide renewal evidence shall be considered a material breach of this Agreement.

25.LIVING WAGE REQUIREMENTS. During the term of this Agreement, Consultant understands and agrees that if Living Wages are applicable, subject to the 2002 Oxnard City Council Living Wage Policy, attached as “Exhibit D” to this Agreement, Consultant will pay and/or provide 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.

27.[RESERVED]

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 Agreement No. 32500359 Page 11 of 33
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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.

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

31.DISPUTE RESOLUTION. Should an unresolved dispute arise out of this Agreement, any Party may request that it be submitted to mediation. The Parties shall meet in mediation within a reasonable time not to exceed forty five (45) days of a request.

The mediator shall be agreed to by the mediating Parties. In the absence of an Agreement on a mediator, the Parties shall each submit one name from mediators listed by the American Arbitration Association, the California State Board of Mediation and Conciliation, or other agreed-upon service. The mediator shall be selected by a “blindfold” process. The cost of mediation shall be borne equally by both Parties. Neither Party shall be deemed the prevailing Party. No Party shall be permitted to file a legal action without first meeting in mediation and making a good faith attempt to reach a mediated settlement. The mediation process, once Agreement No. 32500359 Page 12 of 33
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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.

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 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 Agreement No. 32500359 Page 13 of 33
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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.

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

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

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

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

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

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

47.INCONSISTENT OR CONFLICTING TERMS. In the event of any contradictions or inconsistencies between any attached documents or exhibits incorporated by reference herein and the provisions of the Agreement itself, the terms of the Agreement shall control. Any exhibit that is attached and incorporated by reference shall be limited to the purposes for which it is attached, as specified in this Agreement. Any contractual terms or conditions contained in such exhibit imposing additional obligations on the City are not binding upon the City and City’s Designated Agreement No. 32500359 Page 15 of 33
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Representative 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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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 JEFF B. ZOOK, A PROFESSIONAL

ARCHITECTURAL CORPORATION

DBA COASTAL ARCHITECTS
☐Luis Mc Arthur, Mayor1
Date Jeffrey B. Zook, President Date
☐Jennifer Yates, Purchasing Manager2
Tobi N. Zook, Secretary3 Date
ATTEST:

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

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EXHIBIT A

PROFESSIONAL SERVICE AGREEMENT
(CITY of Oxnard and Jeff B. Zook, A Professional Architectural Corporation dba Coastal Architects)

SCOPE OF SERVICES

PROJECT MANAGER: Petros Gazazyan / 805-385-7902 / [email protected]

Utility coordination and design Services to include but not limited to the following:

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TASK ORDER FORM
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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:

EXHIBIT B

PROFESSIONAL SERVICE AGREEMENT
(CITY of Oxnard and Jeff B. Zook, A Professional Architectural Corporation dba Coastal Architects)

SCHEDULE OF COMPENSATION
Architecture/Planning/Engineering Hourly Rate
Principals $225
Project Manager/Senior Designer/Senior Engineer $200
Associate Architect/Designer $175
BIM/Revit $155
CAD $135
Administrative $90
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EXHIBIT C

PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and Jeff B. Zook, A Professional Architectural Corporation dba Coastal Architects)

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.

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Exhibit INS-A

INSURANCE REQUIREMENTS FOR CONSULTANTS
(WITH ERRORS AND OMISSIONS REQUIREMENT)

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
Agreement No. 32500359 Page 25 of 33
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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

LTR TYPE OF INSURANCE
POLICY
NUMBER
POLICY

EFFECTIVE
DATE
(MM/DD/YY)
POLICY

EXPIRATION
DATE
(MM/DD/YY) LIMITS

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

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

A AUTOMOBILE LIABILITY
[x] ANY AUTO

ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON-OWNED AUTOS GARAGE LIABILITY COMBINED SINGLE $1,000,000
LIMIT
BODILY INJURY $
(Per person)
BODILY INJURY $
(Per accident)
PROPERTY DAMAGE $

A EXCESS LIABILITY

UMBRELLA FORM

OTHER THAN UMBRELLA
FORM
EACH OCCURRENCE $
AGGREGATE $

A WORKERS'

COMPENSATION
AND

EMPLOYERS' LIABILITY

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

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

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

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

CANCELLATION

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

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

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

AUTHORIZED REPRESENTATIVE
Rev. 1/23 INS-A.doc
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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.:

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 $

Name:

Address:

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.

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

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

Rev. 1/23 INS-A.doc
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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 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 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.

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.

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

Signature
(original signature required)
Telephone: ( ) Date Signed
Rev. 1/23 INS-A.doc
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EXHIBIT D

PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and Jeff B. Zook, A Professional Architectural Corporation dba Coastal Architects)

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EXHIBIT E

PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and Jeff B. Zook, A Professional Architectural Corporation dba Coastal Architects)

PREVAILING WAGE

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).

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 Agreement No. 32500359 Page 31 of 33
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the information submitted to any applicable apprenticeship program. Within 60 days after concluding the Project, Consultant and each of its subcontractors shall submit to City a verified statement of the journeyman and apprentice hours performed under this Agreement.

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.

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

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ON-CALL PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF OXNARD AND
ROESLING NAKAMURA TERADA ARCHITECTS, Inc.

By This On-Call Professional Services Agreement (“Agreement”), the City of Oxnard (“City”) agrees to engage the Services of Roesling Nakamura Terada Architects, 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.

Task Orders will be in the form of the template described in and attached the Scope of Services. The Services under this Agreement will be provided on an on-call or as needed basis.

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.

Roesling Nakamura Terada Architects, Inc. a corporation of the State of California, located at 845 15th Street Suite 500, San Diego, California 92101

4. TERM OF AGREEMENT: From: February 19, 2025 To: February 18, 2027 A. Time is of the essence in this Agreement
B. The City shall have the option to exercise (3) consecutive (1) one-year term extensions, in accordance with the scope of work and terms and Agreement No. 32500364 Page 1 of 35
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conditions of this Agreement. Any price negotiations, if allowed, shall be negotiated at the time of contract extension.

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: $750,000.00 1

Suite102, Ventura CA 93001

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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 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

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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.

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 Agreement No. 32500364 Page 4 of 35
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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.

15. [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 Agreement No. 32500364 Page 5 of 35
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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.

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 Agreement No. 32500364 Page 6 of 35
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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.

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, Agreement No. 32500364 Page 7 of 35
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in such time and in such form as the City may require, furnish reports concerning the status of Services required under this Agreement.

Consultant shall, upon request by City and upon completion or termination of this Agreement, deliver to the City all material furnished to Consultant by the City.

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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.

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 Agreement No. 32500364 Page 9 of 35
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accordance with the applicable provisions of the California Business and Professions Code.
(1) Notwithstanding the provisions of Section 23 above, to the extent that the services to be provided under this Agreement are those of a Design Professional, Consultant's duty to indemnify, hold harmless, and defend the City Indemnitees shall be limited to the extent that any Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, its officers, agents, employees or subconsultants in the performance of the services described in this Agreement.
(2) In no event shall the costs of defense charged to Consultant exceed the Consultant’s proportionate percentage of fault, except as otherwise set forth 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.

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25.LIVING WAGE REQUIREMENTS. During the term of this Agreement, Consultant understands and agrees that if Living Wages are applicable, subject to the 2002 Oxnard City Council Living Wage Policy, attached as “Exhibit D” to this Agreement, Consultant will pay and/or provide 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.

27. [RESERVED]

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 Agreement No. 32500364 Page 11 of 35
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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.

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

31.DISPUTE RESOLUTION. Should an unresolved dispute arise out of this Agreement, any Party may request that it be submitted to mediation. The Parties shall meet in mediation within a reasonable time not to exceed forty five (45) days of a request.

The mediator shall be agreed to by the mediating Parties. In the absence of an Agreement on a mediator, the Parties shall each submit one name from mediators listed by the American Arbitration Association, the California State Board of Mediation and Conciliation, or other agreed-upon service. The mediator shall be selected by a “blindfold” process. The cost of mediation shall be borne equally by both Parties. Neither Party shall be deemed the prevailing Party. No Party shall be permitted to file a legal action without first meeting in mediation and making a good faith attempt to reach a mediated settlement. The mediation process, once commenced by a meeting with the mediator, shall last until Agreement is reached by Agreement No. 32500364 Page 12 of 35
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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.

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.

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

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

38.COVENANTS AND CONDITIONS. Each term and each provision of this Agreement to be performed by Consultant shall be construed to be both a covenant and a condition.

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

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

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

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 Agreement No. 32500364 Page 14 of 35
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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.

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

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

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

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

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

49.ACKNOWLEDGEMENT. By signing below, Consultant acknowledges that it has reviewed the City’s Professional Services Agreement terms and conditions and insurance requirements and that Consultant hereby agrees to full compliance. [Signatures on next page]
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IN WITNESS WHEREOF, the Parties have entered into this Agreement effective on the date as written in Section 4 and upon signature of all Parties.

CITY OF OXNARD ROESLING NAKAMURA TERADA
ARCHITECTS, INC.
☐Luis Mc Arthur, Mayor1 Date Tyson K. Cline, Board Director Date ☐Jennifer Yates, Purchasing Manager2
Christopher R. Bradbury, CFO3 Date
ATTEST:

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

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EXHIBIT A

PROFESSIONAL SERVICE AGREEMENT
(CITY of Oxnard and Roesling Nakamura Terada Architects, Inc.)

SCOPE OF SERVICES
PROJECT MANAGER: Petros Gazazyan / 805-385-7902 /[email protected] Utility coordination and design Services to include but not limited to the following:

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• Preparation of plans for project sequencing, scheduling, staging, temporary housing, and space planning.
• Support during and after construction including but not limited to: review of submittals, construction stakeout, design services, field investigations, attending pre-construction meetings, schedule analysis, and conflict/change order resolution. • Design and development of parks including site layout, building design, parking lot design, circulation, recreation facilities, children’s play areas and playground equipment, splash pads, passive recreation areas, park furnishings landscaping, stormwater management, and utility infrastructure.

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TASK ORDER FORM
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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:

EXHIBIT B

PROFESSIONAL SERVICE AGREEMENT
(CITY of Oxnard and Roesling Nakamura Terada Architects, Inc.)

SCHEDULE OF COMPENSATION

ARCHITECT
Roesling Nakamura Terada Architects, Inc. (RNT)
Position Hourly Rate
Principal $290
Associate/Project Manager $245
Project Architect $210
Designer $210
Draftsperson $160
Administrative $110

CIVIL ENGINEER
Encompass Consultant Group, Inc. (ECG)
Position Hourly Rate
Designer $125
Senior Designer $165
Assistant Engineer I $155
Assistant Engineer II $165
Associate Engineer $175
Senior Engineer I $190
Senior Engineer II $205
Principal Engineer $220
Assistant Surveyor I $155
Assistant Surveyor II $165
Associate Surveyor $175
Senior Surveyor I $190
Senior Surveyor II $205
Principal Surveyor $220
One-Man Survey Crew (Prevailing Wage) $220
Two-Man Survey Crew (Prevailing Wage) $224
Three-Man Survey Crew (Prevailing Wage) $475
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STRUCTURAL ENGINEER
Orion Structural Group, Inc.

Position Hourly Rate
Principal $190
Senior Engineer $160
Designer $130
KPFF
Position Hourly Rate
Principal in Charge $290
Senior Project Manager $235
Project Manager $215
Project Engineer $180
Design Engineer $165
Lead Modeler $190
Modeler $140
Administrative $110

MEP ENGINEERING / FIRE PROTECTION
Salas O’Brien
Position Hourly Rate
Principal $275
Associate / Supervising Engineer $220
Project Engineer $200
Project Manager $190
Senior Designer $180
Designer $160
Drafter $120
Clerical $100

LANDSCAPE ARCHITECT
PCLD
Position Hourly Rate
Principal $190
Landscape Architect $165
Landscape Designer $110
Administrative $75
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COST MANAGEMENT
Cumming
Position Hourly Rate
Managing Principal / Vice President $310
Managing Director $235
Associate Director $210
Senior cost Manager $190
Cost Manager $175
Assistant Cost Manager $110

PREVIOUS CONTRACTED SUBCONSULTANTS
Gausman & Moore Associates
Position Hourly Rate
Partner / Principal $260
Senior Registered Engineer $240
Registered Engineer $200
Senior Graduate Engineer $190
Graduate Engineer $150
Senior Project Manager $220
Project Manager $190
Senior Designer $170
Designer $120
Computer-Aided Design / Drafter $120
Administrative $85
Labib Funk + Associates (LFA)
Position Hourly Rate
Principal $275
Project Manager $215
Project Engineer $185
Drafter / CAD Operator $145
Administrative $95
Lewis Engineering, Inc.

Position Hourly Rate
Principal Civil Engineer $150
Engineering Technician $120
Project Manager $100
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EXHIBIT C

PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and Roesling Nakamura Terada Architects, Inc.)

INSURANCE REQUIREMENTS

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Exhibit INS-A

INSURANCE REQUIREMENTS FOR CONSULTANTS
(WITH ERRORS AND OMISSIONS REQUIREMENT)

1. Consultant shall obtain and maintain during the performance of any services under this Agreement the following insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of 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 CA0001) covering Code No. 1, “any auto;” c. Professional liability/errors and omissions insurance appropriate to Consultant’s profession to a minimum coverage of $1,000,000, The professional liability/errors and omissions shall be practice policy limits applicable to all work insurance 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.

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, 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.

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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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

LTR TYPE OF INSURANCE
POLICY
NUMBER
POLICY

EFFECTIVE
DATE
(MM/DD/YY)
POLICY

EXPIRATION
DATE
(MM/DD/YY) LIMITS

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

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

A AUTOMOBILE LIABILITY
[x] ANY AUTO

ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON-OWNED AUTOS GARAGE LIABILITY COMBINED SINGLE $1,000,000
LIMIT
BODILY INJURY $
(Per person)
BODILY INJURY $
(Per accident)
PROPERTY DAMAGE $

A EXCESS LIABILITY

UMBRELLA FORM

OTHER THAN UMBRELLA
FORM
EACH OCCURRENCE $
AGGREGATE $

A WORKERS'

COMPENSATION
AND

EMPLOYERS' LIABILITY

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

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

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

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

CANCELLATION

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

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

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

AUTHORIZED REPRESENTATIVE
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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.:

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 $

Name:

Address:

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.

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

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 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 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.

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.

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

Signature
(original signature required)
Telephone: ( ) Date Signed
Rev. 12/24 INS-A.doc
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EXHIBIT D

PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and Roesling Nakamura Terada Architects, Inc.)

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EXHIBIT E

PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and Roesling Nakamura Terada Architects, Inc.)

PREVAILING WAGE

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).

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 Agreement No. 32500364 Page 33 of 35
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after concluding the Project, Consultant and each of its subcontractors shall submit to City a verified statement of the journeyman and apprentice hours performed under this Agreement.

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.

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

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ON-CALL PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF OXNARD AND

WALLACE GROUP, A CALIFORNIA CORPORATION
By This On-Call Professional Services Agreement (“Agreement”), the City of Oxnard (“City”) agrees to engage the Services of Wallace Group, A California Corporation (“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.

Task Orders will be in the form of the template described in and attached the Scope of Services. The Services under this Agreement will be provided on an on-call or as needed basis.

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.

Wallace Group, A California Corporation a corporation of the State of California, located at 612 Clarion Court San Luis Obispo, California 93401

4. TERM OF AGREEMENT: From: February 19, 2025 To: February 18, 2027 A. Time is of the essence in this Agreement
B. The City shall have the option to exercise (3) 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.

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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: $750,000.00 1

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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 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

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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.

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 Agreement No. 32500361 Page 4 of 35
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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.

15. [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 Agreement No. 32500361 Page 5 of 35
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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.

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 Agreement No. 32500361 Page 6 of 35
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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.

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, Agreement No. 32500361 Page 7 of 35
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in such time and in such form as the City may require, furnish reports concerning the status of Services required under this Agreement.

Consultant shall, upon request by City and upon completion or termination of this Agreement, deliver to the City all material furnished to Consultant by the City.

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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 Agreement No. 32500361 Page 9 of 35
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accordance with the applicable provisions of the California Business and Professions Code.
(1) Notwithstanding the provisions of Section 23 above, to the extent that the services to be provided under this Agreement are those of a Design Professional, Consultant's duty to indemnify, hold harmless, and defend the City Indemnitees shall be limited to the extent that any Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, its officers, agents, employees or subconsultants in the performance of the services described in this Agreement.
(2) In no event shall the costs of defense charged to Consultant exceed the Consultant’s proportionate percentage of fault, except as otherwise set forth 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.

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25.LIVING WAGE REQUIREMENTS. During the term of this Agreement, Consultant understands and agrees that if Living Wages are applicable, subject to the 2002 Oxnard City Council Living Wage Policy, attached as “Exhibit D” to this Agreement, Consultant will pay and/or provide 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.

27.[RESERVED]

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 Agreement No. 32500361 Page 11 of 35
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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.

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

31.DISPUTE RESOLUTION. Should an unresolved dispute arise out of this Agreement, any Party may request that it be submitted to mediation. The Parties shall meet in mediation within a reasonable time not to exceed forty five (45) days of a request.

The mediator shall be agreed to by the mediating Parties. In the absence of an Agreement on a mediator, the Parties shall each submit one name from mediators listed by the American Arbitration Association, the California State Board of Mediation and Conciliation, or other agreed-upon service. The mediator shall be selected by a “blindfold” process. The cost of mediation shall be borne equally by both Parties. Neither Party shall be deemed the prevailing Party. No Party shall be permitted to file a legal action without first meeting in mediation and making a good faith attempt to reach a mediated settlement. The mediation process, once commenced by a meeting with the mediator, shall last until Agreement is reached by Agreement No. 32500361 Page 12 of 35
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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.

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.

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

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

38.COVENANTS AND CONDITIONS. Each term and each provision of this Agreement to be performed by Consultant shall be construed to be both a covenant and a condition.

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

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

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

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 Agreement No. 32500361 Page 14 of 35
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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.

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

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

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

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

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

49.ACKNOWLEDGEMENT. By signing below, Consultant acknowledges that it has reviewed the City’s Professional Services Agreement terms and conditions and insurance requirements and that Consultant hereby agrees to full compliance. [Signatures on next page]
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IN WITNESS WHEREOF, the Parties have entered into this Agreement effective on the date as written in Section 4 and upon signature of all Parties.

CITY OF OXNARD WALLACE GROUP, A CALIFORNIA

CORPORATION
☐Luis Mc Arthur, Mayor Brad Brechwald, CEO Date 1 Date
☐Jennifer Yates, Purchasing Manager2
Kari Wagner, Board Secretary3 Date
ATTEST:

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

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EXHIBIT A

PROFESSIONAL SERVICE AGREEMENT
(CITY of Oxnard and Wallace Group, A California Corporation)

SCOPE OF SERVICES

PROJECT MANAGER: Petros Gazazyan / 805-385-7902 / [email protected]

Utility coordination and design Services to include but not limited to the following:

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• Support during and after construction including but not limited to: review of submittals, construction stakeout, design services, field investigations, attending pre-construction meetings, schedule analysis, and conflict/change order resolution. • Design and development of parks including site layout, building design, parking lot design, circulation, recreation facilities, children’s play areas and playground equipment, splash pads, passive recreation areas, park furnishings landscaping, stormwater management, and utility infrastructure.

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TASK ORDER FORM
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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:

EXHIBIT B

PROFESSIONAL SERVICE AGREEMENT
(CITY of Oxnard and Wallace Group, A California Corporation)

SCHEDULE OF COMPENSATION

ENGINEERING, DESIGN & SUPPORT SERVICES
Position Hourly Rate
Assistant Designer / Technician $120
Designer / Technician I $125
Designer / Technician II $135
Designer / Technician III $145
Designer / Technician IV $155
Senior Designer / Technician I $165
Senior Designer / Technician II $172
Senior Designer / Technician III $179
GIS Technical Specialist $160
Senior GIS Technical Specialist $170
Associate Engineer I $135
Associate Engineer II $145
Associate Engineer III $155
Engineer I $170
Engineer II $175
Engineer III $180
Engineer IV $185
Senior Engineer I $200
Senior Engineer II $205
Senior Engineer III $210
Director $220
Principal Engineer / Consulting Engineer $245
Principal $270

SURVEYING SERVICES
Position Hourly Rate
Party Chief $182
Party Chief (Prevailing Wage) $250
Instrument Person $125
Instrument Person (Prevailing Wage) $150
Associate Survey Technician $120
Survey Technician I $135
Survey Technician II $140
Survey Technician III $150
Survey Technician IV $155
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Land Surveyor I $160
Land Surveyor II $170
Land Surveyor III $180
Senior Land Surveyor I $185
Senior Land Surveyor II $190
Senior Land Surveyor III $195
Director $220
Principal Surveyor $245
Principal $270

PLANNING SERVICES
Position Hourly Rate
Associate Planner I $110
Associate Planner II $120
Planner I $140
Planner II $150
Planner III $160
Planner IV $170
Senior Planner I $175
Senior Planner II $180
Senior Planner III $185
Director $200
Principal Planner $210
Principal $270

LANDSCAPE ARCHITECTURE SERVICES
Position Hourly Rate
Associate Landscape Designer I $105
Associate Landscape Designer II $115
Designer I $120
Designer II $125
Designer III $130
Designer IV $135
Landscape Architect I $140
Landscape Architect II $145
Landscape Architect III $150
Landscape Architect IV $155
Senior Landscape Architect I $160
Senior Landscape Architect II $165
Senior Landscape Architect III $170
Director $185
Principal Landscape Architect $210
Principal $270

CONSTRUCTION MANAGEMENT / FIELD INSPECTION SERVICES
Position Hourly Rate
Construction Inspector I $140
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Construction Inspector II $155
Senior Construction Inspector $160
Construction Inspector (Prevailing Wage) $180
Construction Office Tech I $115
Construction Office Tech II $125
Construction Office Tech III $135
Assistant Resident Engineer I $165
Assistant Resident Engineer II $170
Resident Engineer I $175
Resident Engineer II $180
Resident Engineer III $185
Senior Resident Engineer $195
Director $220
Principal Construction Manager $245
Principal $270

PUBLIC WORKS ADMINISTRATION SERVICES
Position Hourly Rate
Project Analyst I $120
Project Analyst II $130
Project Analyst III $140
Project Analyst IV $150

SUPPORT SERVICES
Position Hourly Rate
Office Assistant $110
Project Assistant I $120
Project Assistant II $125
Project Assistant III $135

ADDITIONAL PROFESSIONAL SERVICES
Description Hourly Rate
Expert witness preparation, testimony,
court appearances, or depositions $400
Overtime on projects (to meet scheduled
requests)

1.5 times the employee’s typical hourly
rate
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EXHIBIT C

PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and Wallace Group, A California Corporation)

INSURANCE REQUIREMENTS

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Exhibit INS-A

INSURANCE REQUIREMENTS FOR CONSULTANTS
(WITH ERRORS AND OMISSIONS REQUIREMENT)

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.

5. The coverages provided to City shall be primary, except for Professional Liability/errors and omissions and Workers’Compensation, 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.

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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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

LTR TYPE OF INSURANCE
POLICY
NUMBER
POLICY

EFFECTIVE
DATE
(MM/DD/YY)
POLICY

EXPIRATION
DATE
(MM/DD/YY) LIMITS

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

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

A AUTOMOBILE LIABILITY
[x] ANY AUTO

ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON-OWNED AUTOS GARAGE LIABILITY COMBINED SINGLE $1,000,000
LIMIT
BODILY INJURY $
(Per person)
BODILY INJURY $
(Per accident)
PROPERTY DAMAGE $

A EXCESS LIABILITY

UMBRELLA FORM

OTHER THAN UMBRELLA
FORM
EACH OCCURRENCE $
AGGREGATE $

A WORKERS'

COMPENSATION
AND

EMPLOYERS' LIABILITY

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

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

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

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

CANCELLATION

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

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

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

AUTHORIZED REPRESENTATIVE
Rev. 12/24 INS-A.doc
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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.:

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 $

Name:

Address:

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.

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

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 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 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.

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.

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

Signature
(original signature required)
Telephone: ( ) Date Signed
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Agreement No. 32500361 Page 30 of 35
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EXHIBIT D

PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and Wallace Group, A California Corporation)

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EXHIBIT E

PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and Wallace Group, A California Corporation)

PREVAILING WAGE

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).

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 Agreement No. 32500361 Page 33 of 35
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after concluding the Project, Consultant and each of its subcontractors shall submit to City a verified statement of the journeyman and apprentice hours performed under this Agreement.

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.

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

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CITY COUNCIL AGENDA REPORT

INFORMATION/CONSENT AGENDA
AGENDA ITEM NO. K.7
DATE: February 18, 2025
TO: City Council
FROM: Steve Naveau, Human Resources Director, (805) 385-7947, [email protected] SUBJECT: A Resolution Adding a CalPERS Medical Plan for NonPERS Elected Officials.

RECOMMENDATION
That the City Council adopt a resolution authorizing the City to add a medical plan for NonPERS Elected Officials. (This item did not originate in Committee)

BACKGROUND
Currently, the City contracts with CalPERS for employee medical benefits. The current medical plan document provides that for an employee or elected official to enroll in the medical plan, they must also be enrolled in the CalPERS pension program. With regular employees, this is not an issue since CalPERS requires all regular full-time employees to be enrolled in the pension program. However, this is not the requirement for elected officials. Under the California Government Code, elected officials are exempt from the CalPERS pension program unless they request to participate.

The attached Resolution is required by CalPERS to add a health plan which will allow what is termed “NonPERS Elected Officials” to enroll in a health plan offered by the City through CalPERS. This change does not impact the City's medical contribution structure for those elected officials who opt into the medical plan under this program.

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

FINANCIAL IMPACT
There is no financial impact.

COMMITTEE OUTCOME
This item did not originate in Committee.

Prepared by: Steve Naveau, Human Resources Director

ATTACHMENTS

1. CalPERS Resolution 2.3.25
449

CITY COUNCIL OF THE CITY OF OXNARD
RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

OXNARD ELECTING TO BE SUBJECT TO THE PUBLIC
EMPLOYEES’ MEDICAL AND HOSPITAL CARE ACT AT AN

EQUAL AMOUNT FOR EMPLOYEES AND ANNUITANTS WITH

RESPECT TO A RECOGNIZED EMPLOYEE ORGANIZATION
WHEREAS, (1) A contracting agency meeting the eligibility requirements set forth in Government Code Section 22920, may obtain health benefits plan(s), as defined under Government Code Section 22777, by submitting a resolution to the Board of Administration of the California Public Employees’ Retirement System (the “Board”), and upon approval of such resolution by the Board, become subject to the Public Employees’ Medical and Hospital Care Act (the “Act”); and
WHEREAS, (2) City of Oxnard is a contracting agency eligible to be subject to the Act under Government Code Section 22920; and
WHEREAS, (3) Government Code Section 22892(a) provides that a contracting agency subject to the Act shall fix the amount of the employer contribution by resolution; and
WHEREAS, (4) Government Code Section 22892(b) provides that the employer contribution shall be an equal amount for both employees and annuitants, but may not be less than the amount prescribed by Section 22892(b) of the Act; and
WHEREAS, (5) City of Oxnard desires to obtain for its employees and annuitants who are members of NonPERS Elected Officials the benefit of the Act and to accept the liabilities and obligations of an employer under the Act; now, therefore, be it
RESOLVED, (a) City of Oxnard elects to be subject to the provisions of the Act; and be it further
RESOLVED, (b) That the employer contribution for each employee or annuitant shall be the amount necessary to pay the full cost of his/her enrollment, including the enrollment of family members, in a health benefits plan up to a maximum of the PEMHCA Minimum per month, plUs administration fees and Contingency Reserve Fund assessments; and be it further
RESOLVED, (c) City of Oxnard has fully complied with any and all applicable 450
provisions of Government Code Section 7507 in electing the benefits set forth above; and be it further
RESOLVED, (d) That the participation of the employees and annuitants of City of Oxnard shall be subject to determination of its status as a “agency or instrumentality of the state or political subdivision of a State” that is eligible to participate in a government plan within the meaning of Section 414(d) of the Internal Revenue Code, upon publication of final Regulations pursuant to such Section. If it is determined that the City of Oxnard would not qualify as an agency or instrumentality of the state or political subdivision of a State under such final Regulations, CalPERS may be obligated, and reserves the right to terminate the health coverage of all participants of the employer; and be it further
RESOLVED, (e) That the executive body appoint and direct, and it does hereby appoint and direct, the Human Resources Director to file with the Board a verified copy of this resolution, and to perform on behalf of City of Oxnard all functions required of it under the Act; and be it further
RESOLVED, (f) That coverage on the Act be effective on April 1, 2025 NOW, THEREFORE, the City Council of the City of Oxnard resolves.

PASSED AND ADOPTED this _____ day of _________, 2025 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
______________________________
Luis Mc Arthur, Mayor
ATTEST: APPROVED AS TO FORM:
_____________________________ _____________________________ Lourdes A. López, City Clerk Stephen M. Fischer, City Attorney 451

CITY COUNCIL AGENDA REPORT

INFORMATION/CONSENT AGENDA
AGENDA ITEM NO. K.8
DATE: February 18, 2025
TO: City Council
FROM: Brenda Lopez, Interim Housing Director, (805) 385-8092, [email protected] SUBJECT: Community Development Block Grant (CDBG) Loan Agreement for Casa Aliento.

RECOMMENDATION
That the City Council adopt a resolution authorizing the Housing Director or Designee to execute a $792,999 CDBG Loan Agreement (32500402), and any and all related documents thereto, with Casa Aliento LP for the rehabilitation and conversion of an existing motel into 70 Permanent Supportive Housing Units located at 1245 N. Oxnard Boulevard. (The Community Services, Public Safety, Housing & Development Committee approved 3-0 on January 28, 2025.)

BACKGROUND
The Casa Aliento project, located at 1245 N. Oxnard Boulevard, was the original location of the 70-room Vagabond Inn motel and Denny’s restaurant. In 2020, Community Development Partners (CDP), an experienced developer of affordable housing, and Mercy House, a homeless services provider, partnered with the County of Ventura to submit a Homekey application to the California Department of Housing and Community Development (HCD) and successfully secured funding to acquire the Vagabond Inn. The Homekey program is a state-funded program that provides funding to create sustainable housing for people experiencing homelessness. In compliance with Homekey funding requirements, Mercy House has been operating the former Vagabond Inn as a temporary non-congregate shelter with the end goal of rehabilitating and converting the facility into permanent supportive housing (PSH). The project will include resources and supportive services for homeless individuals, prioritizing those vulnerable to the COVID-19 public health crisis and persons living with mental disabilities.

On September 16, 2021 the Planning Division approved a zone clearance allowing the change in use to convert the 70- room motel into a PSH apartment complex.

In August 2022, the Oxnard Housing Authority awarded Casa Aliento 19 project-based vouchers and 21 project-based mainstream vouchers, for a total of 40 project-based vouchers.

On May 4, 2023 the Planning Commission approved a Major Modification to make on and off-site improvements and subdivide the existing 1.81-acre project site into two parcels via a tentative parcel map. The map separates Casa Aliento and its associated parking and open space area, consisting of 1.23 acres, from the existing Denny’s restaurant and its associated parking lot, consisting of .58 acres.

On June 6, 2023, the City Council approved the tentative subdivision parcel map. On June 18, 2024 the City Council approved the final parcel map to subdivide the Casa Aliento and Denny’s parcels.

Casa Aliento began construction of the first phase in October 2023. The first phase, inclusive of 32 units, was completed in August 2024. All units were leased by December 2024, and the remaining 38 units are estimated to be completed in February 2025. Once fully converted, the project will include 69 studio apartments and one 1-bedroom manager’s unit (70 unit PSH), site amenities for residents, and a parking lot. CDP will complete the rehabilitation activities while Mercy 452
House will be the supportive services provider. In order to apply for financing to complete the rehabilitation activities at Casa Aliento, CDP and Mercy House formed Casa Aliento LP, a California limited partnership.

On January 21, 2025, the City Council approved a substantial amendment to the 2023-2024 Annual Action Plan to reallocate up to $792,999 in CDBG to the Casa Aliento project.

DISCUSSION
The original development budget for Casa Aliento was $43,358,346. In November 20024, CDP received updated cost estimates of $45,379,383. Because these additional costs were not anticipated, CDP only secured enough financing to support its original budget, resulting in a financial gap of $2,021,037. The table below provides more information on the project’s current financing commitments:

Development Sources:

Low Income Housing Tax Credits $12,802,700
Mercy House Seller Carryback $13,500,000
NPLH (Competitive, Noncompetitive,
COSR Grant)
$9,043,715
Ventura County $5,491,298
Developer and General Partner Equity $1,000,200
Deferred Developer Fee $1,520,433
Total Sources $43,358,346
To address the financial gap, Casa Aliento LP is in the process of securing an additional $1,228,038 bridge loan from the Housing Trust Fund Ventura County (HTFVC). In addition, Casa Aliento LP has requested $792,999 in Community Development Block Grant (CDBG) program funds from the City to assist in closing the gap and complete the development. CDBG is a federally funded program that provides annual grants on a formula basis to the City of Oxnard in an effort to increase affordable housing opportunities, create a suitable living environment and expand economic opportunities for low- and moderate-income persons.

On January 21, 2025, City Council approved an amount not to exceed $792,999 in Community Development Block Grant (CDBG) funding to support the project. Therefore, staff seeks approval to execute a CDBG Loan Agreement with Casa Aliento LP in an amount not to exceed $ 792,999.

The Loan Agreement provides the following terms:

1. 3% simple interest;

2. A fifty-five year term;

3. Regulatory agreement term of five-years; and

4. Repayment of the City Loan will be on a residual receipt’s basis.

The use of CDBG funds requires all units remain affordable for five-years and serve households experiencing homelessness. These requirements will be memorialized by the execution and recordation of a regulatory agreement. The project’s other financing, namely the Homekey Program, will require the project to remain affordable for fifty-five years (the affordability terms run concurrently) while also serving households experiencing homelessness.

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

FINANCIAL IMPACT
453
There is no financial impact to the General Fund for adoption of this recommendation. The Housing Department has existing CDBG (Fund 201) appropriations necessary to fund the agreement, pending City Council approval of the 2nd Substantial Amendment to the Fiscal Year 2023-2024 Annual Action Plan scheduled on January 21, 2025.

For Finance Use Only: $792,999 - CDBG Fund 2018105-53600, Project# TBD - Housing Assistance Loan Grant.

COMMITTEE OUTCOME
The Community Services, Public Safety, Housing & Development Committee approved 3-0 on 01/28/25 to approve the staff recommendation and to forward the item for Council approval. As requested by the Committee, the following criteria establishes how individuals are prioritized for shelter and housing programs by the Ventura County Continuum of Care: The Vulnerability Assessment Tool is one of the prioritization criteria in determining housing placement. The following criteria is used to prioritize placement, with the first three serving as the primary methods of ranking: 1- Homeless Status (chronic, literal, at risk, fleeing domestic violence), 2- Vulnerability Assessment Tool Score, 3- Length of Time Homeless, 4-Severity of Service Needs, and 5-Date of Vulnerability Assessment Tool.

Prepared by: Brenda Lopez, Interim Housing Director

ATTACHMENTS

1. Resolution 02.10.2025

2. Loan Agreement, Promissory Note, Deed of Trust and Regulatory Agreement 02.10.2025 454
RESOLUTION NO. ________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF OXNARD AUTHORIZING

THE HOUSING DIRECTOR OR DESIGNEE TO EXECUTE A CDBG LOAN AGREEMENT

AND COMPANION NECESSARY DOCUMENTS WITH CASA ALIENTO LP FOR THE

CASA ALIENTO PROJECT
WHEREAS, The Housing Department is requesting authorization to enter into and execute a CDBG Loan Agreement, and companion necessary documents related to the Loan Agreement, with Casa Alineto LP, a California limited partnership ("Casa Aliento LP"), (as the Project sponsor) in the amount of Seven Hundred and Ninety-Two Thousand Nine Hundred and NinetyNine Dollars ($792,999) (the "City Loan Agreement") to develop sixty-nine (69) units of permanent supportive rental housing and one (1) manager’s unit at 1245 N. Oxnard Boulevard (“Project”) in the City which will provide increased affordable housing opportunities in the City; and
WHEREAS, the Loan Documents will provide the following terms for the City Loan (the "City Loan Terms"): (a) 3% simple interest; (b) loan agreement term of fifty-five years after issuance of a Notice to Completion for the Project; and (c) regulatory agreement term of five years; and (d) repayment of the City Loan will be on a residual receipts basis.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF OXNARD:

SECTION 1. The above Recitals are hereby incorporated into the operative provisions of this Resolution.

SECTION 2. The City’s Housing Director or Designee is authorized to enter into and execute the City Loan Agreement, and any necessary amendments thereto, in the amount of $792,999 with the Casa Aliento LP.

SECTION 3. The City Loan Agreement terms will be as follows: (a) 3% simple interest; (b) loan and agreement term of fifty-five years after issuance of a Notice of Completion for the Project; (c) regulatory agreement term of five years; and (d) repayment of the City Loan will be on a residual receipts basis.

SECTION 4. The Housing Director or Designee is authorized to execute any other form of document required by any lender, investor, regulator or other third party involved in the transaction, so long as the Housing Director or Designee, in coordination with the City Attorney, determines that the substance of such document(s) does not materially conflict with the substance and intent of this Resolution.

SECTION 5. The City Clerk shall certify the adoption of this Resolution.

PASSED, APPROVED, AND ADOPTED by the City Council of the City of Oxnard on this ___ day of ___________, 2025:
455
I hereby certify that the foregoing is a true copy of the Resolution adopted by the City Council of the City of Oxnard at a meeting held on the ____ day of ___________, 2025 and carried by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
_______________________________
Luis Mc Arthur, Mayor
ATTEST:
________________________________
Lourdes A. López, City Clerk
APPROVED AS TO FORM:
___________________________________
Stephen Fischer, City Attorney
456
Agreement #32500402
CDBG Subrecipient Agreement - Page 1 of 49

SUBRECIPIENT AGREEMENT FOR CDBG GRANT FUNDS BETWEEN

THE CITY OF OXNARD AND ETTING ROAD LLC

FOR REHABILITATION COSTS IN SUPPORT OF AFFORDABLE HOUSING

DEVELOPMENT IN THE CITY OF OXNARD
This SUBRECIPIENT AGREEMENT FOR CDBG GRANT FUNDS (“Agreement” or “CDBG Subrecipient Agreement”) is made and entered into on ____________, 2025, by and between the City of Oxnard, a municipal corporation (“City” or “Recipient”), and Casa Aliento LP, a California limited partnership (“Subrecipient”), jointly referred to herein as the “Parties.”

WITNESSETH
WHEREAS, the City is a Participating Jurisdiction in the funding programs of the federal Department of Housing and Urban Development (“HUD”), and has received funds from HUD pursuant to the Community Development Block Grant program (“CDBG Program”) to be used pursuant to applicable federal regulations (24 CFR Part 570); and WHEREAS, Subrecipient owns that certain real property located at 1245 N. Oxnard Blvd., Oxnard, California 93030, as more particularly described in Exhibit A (the “Property”) upon which Subrecipient intends to rehabilitate and convert an existing motel into sixty-nine (69) units of permanent supportive rental housing for persons experiencing homelessness or who are at-risk of homelessness and one (1) manager’s unit (“Project); and WHEREAS, the City has approved CDBG funding in the amount of Seven Hundred and Ninety-Two Thousand Nine Hundred and Ninety-Nine Dollars ($792,999) for the purpose of assisting the Subrecipient with the costs of rehabilitation work related to Subrecipient’s development of the Project (the “Work”); and
WHEREAS, this CDBG Subrecipient Agreement sets forth the benefits, entitlements, obligations and responsibilities bestowed upon and agreed to by the Subrecipient in exchange for receiving and using the $792,999 in CDBG Program funds to be used for the Work as described herein; and
WHEREAS, Subrecipient is a “subrecipient” as defined in the Code of Federal Regulations at 24 CFR 570.500(c) and is eligible to perform the Work; and WHEREAS, according to federal regulations 24 CFR 570.503, before disbursing any CDBG funds to a subrecipient, a written agreement shall be signed by the Recipient and Subrecipient; and
WHEREAS, this CDBG Subrecipient Agreement sets forth the responsibilities of the Recipient and the Subrecipient in accomplishing the objectives of the CDBG Program pursuant to the Housing and Community Development Act of 1974 (the Act), as amended; and 457
Agreement #32500402
WHEREAS, pursuant to 24 CFR 200, 24 CFR 570.500(c) and 24 CFR 570.501(b), the Recipient may provide CDBG funds to public or private nonprofit agencies, authorities or organizations, or for-profit entities authorized under 24 CFR 570.201(o) (referred to collectively and individually as “subrecipients”) to be used by the subrecipients to provide/perform certain eligible services and activities in connection with the Recipient’s desire to develop viable urban communities, through community development activities, as specified in 24 CFR 570.200 and 570.202 (a); and
WHEREAS, Recipient agrees to fund the Work activities of the Subrecipient, and the Subrecipient agrees to perform the Work activities hereinafter described in Exhibit B – Statement of Work, during the Term of this CDBG Subrecipient Agreement, and otherwise subject to the covenants and conditions hereinafter set forth.

AGREEMENT
NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties agree as follows:

I. Statement of Work
A. Activity Description
The Subrecipient agrees to perform during the Term of this CDBG Subrecipient Agreement, all CDBG-eligible activities, tasks, obligations, and projects set forth in the Statement of Work attached to this CDBG Subrecipient Agreement as Exhibit B and incorporated into this CDBG Subrecipient Agreement by this reference.

The Subrecipient and the City have executed the City of Oxnard CDBG Regulatory Agreement and Restrictive Covenants (“CDBG Covenants”) concurrently with this CDBG Subrecipient Agreement. The CDBG Covenants establish a five (5) year compliance period for the Project. During the five (5) year CDBG Covenants compliance period, the Subrecipient shall operate and maintain the Project’s site development in conformance with the CDBG Covenants and with the requirements of this CDBG Subrecipient Agreement. In case of a conflict between the CDBG Covenants and this CDBG Subrecipient Agreement, the more restrictive covenants, standards, and/or requirements shall apply.

The Statement of Work includes a description of the Work, tasks to be performed, a schedule and a budget for the Work. The Subrecipient may request a modification of the Work activities, tasks, schedule or budget in writing to the Recipient. The Recipient shall review each request to modify the activities, tasks, schedule, or budget on a case-by-case basis and will respond to the Subrecipient within thirty (30) calendar days of the request.

CDBG Subrecipient Agreement - Page 2 of 49
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Agreement #32500402
CDBG Subrecipient Agreement - Page 3 of 49
B. National Objectives
All activities and projects funded with CDBG funds must meet one of the CDBG Program’s National Objectives: (1) to primarily benefit low- and moderate-income persons; (2) to aid in the prevention or elimination of slums or blight; or (3) to meet community development needs having a particular urgency, as defined in 24 CFR 570.208.

C. Level of Accomplishment – Goals and Performance Measures The Subrecipient certifies that the Work carried out pursuant to this CDBG Subrecipient Agreement will meet the CDBG Program national objective of primarily benefitting low- and moderate-income persons (income eligible persons or households). It is intended for the CDBG funds to be used to fund the costs of rehabilitation work in furtherance of Subrecipient’s development of the Project. CDBG Program effectiveness is measured through an on-going evaluation of activities, and the Subrecipient agrees to perform the Work according to the goals set forth in Exhibit B.

D. Staffing
Any changes in key personnel assigned or their general responsibilities during the performance of the Work, as described in Exhibit B, must be reported to the Recipient.

E. Performance Monitoring
The Recipient will monitor the Subrecipient’s performance against goals and performance standards, as stated above. Substandard performance, as determined by the Recipient, will constitute noncompliance with this CDBG Subrecipient Agreement. If action to correct such substandard performance is not taken by the Subrecipient within a reasonable period of time after being notified by the Recipient, Agreement suspension and/or termination procedures (i.e., default proceedings) will be initiated by the Recipient.

Activities, tasks, schedule, and reporting requirements related to the Work are described in Section 21 (Records and Reports) and in Exhibit B, Sections 2 and 3. In the event that the Work will not be completed as scheduled, the Subrecipient shall notify the Recipient of the completion deficiencies and that said deficiencies shall be corrected within forty-five (45) calendar days.

Failure of the Subrecipient to correct the deficiencies within forty-five (45) calendar days will require the Recipient to schedule a Work Review Conference pursuant to Section 8 (Work Review Conference).

The Recipient will use the Subrecipient’s performance reports to monitor the performance of activities and delivery of services under this CDBG Subrecipient Agreement. In addition, the Recipient’s representative may visit the Subrecipient’s offices to inspect the records required by 459
Agreement #32500402
CDBG Subrecipient Agreement - Page 4 of 49
HUD to be maintained in order to document the CDBG-funded activities, services and expenditures. These records include copies of the original source documentation that tracks the performance of the rehabilitation activities, documents the on-going provision of affordable housing to low- and moderate-income persons / households, demonstrates that the program clients are eligible to receive HUD-funded services, and verifies that funds were expended to perform the activities described in item 1.A., “Activity Description,” above.

On-Going Project Operation tasks, schedule and reporting requirements related to the five (5) year compliance period are described in Exhibit B, Section 4 (On-Going Project Operation) and in the CDBG Regulatory Agreement. Deficiencies in the Subrecipient’s performance and/or of Project compliance, as determined by the Recipient at its sole discretion, may cause the Recipient to implement a thirty (30) day notice and cure period.

II. Payment for Activities and Services
The Recipient shall reimburse the Subrecipient for the activities and services performed by the Subrecipient pursuant to the Scope of Work in Exhibit B and in accordance with the conditions and terms set forth in the “Schedule of Compensation” attached hereto as Exhibit C. The compensation shall be paid at the time and manner set forth in Exhibit C. The Reimbursement Amount shall constitute reimbursement only for allowable costs incurred as a result of the Work activities. The Parties understand and agree that reimbursement of Work costs shall be conditioned upon the Recipient’s receipt of CDBG Program funds from the federal government, as set forth in Section 3 (Availability of Funds), or accumulation of CDBG Program Income, as set forth in Section 18 (Program Income), and as a result of this CDBG Subrecipient Agreement, and shall not be a charge on any other funds of the Recipient. Recipient represents that it currently has Seven Hundred and Ninety-Two Thousand Nine Hundred and Ninety-Nine Dollars ($792,999) from the designated sources set aside and will continue to keep such funds set aside to fully reimburse Subrecipient pursuant to the terms of this Agreement.

All requests for reimbursement shall be submitted as per Section 17 (Fiscal Control) for costs incurred under this CDBG Subrecipient Agreement, along with one (1) set of copies of original source documentation supporting the expenditures by the Subrecipient for the Work identified in Exhibit B – Statement of Work, which shall be submitted to the Recipient in such form acceptable to the Recipient in its sole and absolute discretion. Such documentation shall be submitted prior to any payment, in whole or in part, by the Subrecipient of the Reimbursement Amount.

III. Availability of Funds/Modifications
The Recipient’s provision of funding to the Subrecipient pursuant to this CDBG Subrecipient Agreement is contingent on the availability of CDBG funds and continued federal authorization for CDBG program activities, and is subject to amendment or termination due to lack of funds or authorization. Recipient represents that it currently has Seven Hundred and 460
Agreement #32500402
CDBG Subrecipient Agreement - Page 5 of 49
Ninety-Two Thousand Nine Hundred and Ninety-Nine Dollars ($792,999) from the designated sources set aside and will continue to keep such funds set aside to fully reimburse Subrecipient pursuant to the terms of this Agreement. This CDBG Subrecipient Agreement is subject to written modification and termination as necessary by Recipient in accordance with requirements contained in any future Federal legislation, regulations or Recipient policy. All other modifications must be in written form and approved by both Parties.

IV. Obligation of Funds
The Subrecipient shall not obligate any funds, incur any costs, or initiate identified project(s), which are the subject of this CDBG Subrecipient Agreement, until all environmental review has been completed and certified by Recipient and Recipient has issued a written “Environmental Assessment” form or has received from HUD an “Authorization to Obligate Funds and Incur Costs.”
V. Term of Agreement
The Term of this Agreement shall commence on the date written above and, unless sooner terminated as hereinafter provided, shall terminate fifty-five (55) years from the recordation of a notice of completion issued for the Project. At the conclusion of the Term of this Agreement, all unpaid principal and interest are due and payable pursuant to the CDBG Note.

VI. Time for Performance
The Subrecipient shall not perform any work under this CDBG Subrecipient Agreement until Recipient gives the Subrecipient a written approval (which shall serve as an Authorization to obligate funds and incur costs). All activities and services required of the Subrecipient under this CDBG Subrecipient Agreement shall be completed as established in Section VII of this CDBG Subrecipient Agreement.

VII. Timely Completion and Expenditure
Timely completion of the Work is the highest priority of this CDBG Subrecipient Agreement. To ensure timely completion and expenditures, the Subrecipient will demonstrate reasonable progress by:

A. No earlier than January 21, 2025 the Subrecipient shall commence Work activities as described in Exhibit B. This commencement date may be amended only with prior written approval by the Housing Director or Designee in conformance with Section 8 (Work Review Conference).
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B. No later than June 30, 2025, the Subrecipient shall complete all Work activities as described in Exhibit B. This completion schedule may be extended only with prior written approval by the City in conformance with Section 8 (Work Review Conference) but shall in no event be extended beyond December 31, 2025. $792,999 in CDBG funds authorized under this CDBG Subrecipient Agreement must be expended by Subrecipient by no later than April 21, 2025. Additionally, all requests for reimbursements along with documentation to support expenditures being reimbursed with CDBG funds must be submitted by Subrecipient to City staff by no later than April 21, 2025. Failure to meet the April 21, 2025 expenditure and supporting documentation deadline, may result in a loss of any undisbursed CDBG funds.

Failure to meet established performance goals and standards and/or noncompliance with applicable rules and regulations shall constitute non-compliance with the terms of this Agreement.

If the Recipient, in its sole discretion, determines that the Subrecipient fails to meet the performance goals and standards of this CDBG Subrecipient Agreement then pursuant to Section 8 (Work Review Conference) the Recipient may schedule a Work Review Conference and require the Subrecipient to promptly develop and submit a remediation plan to the Recipient for review and approval.

VIII. Work Review Conference:

In the event that quarterly reports required by Section 21 (Records and Reports) indicate the CDBG Program funds will not be expended by April 21, 2025, and/or that the Work as described in Exhibit B will not be completed by June 30, 2025, the Subrecipient will notify the Recipient of the completion deficiencies and correct the deficiencies within forty-five (45) calendar days. Failure of the Subrecipient to correct the deficiencies within forty-five (45) calendar days will require the Recipient to schedule a Work Review Conference.

The Work Review Conference will serve to identify reasons for delayed performances and weaknesses. Based on the Work Review Conference discussions, both the Recipient and the Subrecipient will generate a remediation plan that may include but is not limited to re-design of the Work, amendments to the Work activities, extending the term of the Work activities, or reallocation of the funds to another eligible CDBG project. Approval of said remediation plan shall be at the reasonable discretion of the City and shall be in conformance with all applicable CDBG Program and HUD regulations.

Failure to comply with this remediation plan and/or this CDBG Subrecipient Agreement will trigger administrative requirements in accordance with 2 CFR Part 200.338 and 2 CFR Part 200.305(b) (6). In addition, such failure shall constitute an event of default under the CDBG Deed of Trust and CDBG Note.

IX. Compensation and Method of Payment
For performance of the Work activities described in Exhibit B, the Recipient shall 462
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reimburse the Subrecipient an amount not to exceed Seven Hundred and Ninety-Two Thousand Nine Hundred and Ninety-Nine Dollars ($792,999) (“Reimbursement Amount”), which shall constitute full and complete compensation hereunder for the Work activities. The Reimbursement Amount will only be paid if reimbursable from the federal government under the Housing and Community Development Act of 1974 for the amount indicated above, or from CDBG program income, as described in 24 CFR 570.500(a), and accumulated as a result of this Agreement. The Reimbursement Amount shall constitute reimbursement only for allowable costs incurred as a result of the Work activities described in Exhibit B.

The Parties understand and agree that such reimbursement, if any, shall be conditioned upon the Recipient’s receipt of CDBG program funds from the federal government or accumulation of CDBG program income, as set forth in Section 18 (Program Income) and as a result of this Agreement, and shall not be a charge on any other funds of the Recipient. The Subrecipient shall use the Payment Request Form (Exhibit D of this Agreement) for reimbursement purposes.

All reimbursement requests shall be submitted via the Request for Payment Form supporting the invoice for costs incurred under this Agreement, along with one (1) set of copies of all original source documentation supporting the expenditures by the Subrecipient for the Work activities, which shall be submitted to the Recipient in such form acceptable to the Recipient in its sole and absolute discretion. Such supporting documentation shall be submitted prior to any payment, in whole or in part, by the Recipient of the Reimbursement Amount.

X. Designated Representative
A. The Recipient’s representative is as follows:

Name and Title: City of Oxnard
Address:

Housing Department
435 S D Street
Oxnard, CA 93030
Attention: Housing Director
B. The Subrecipient’s representative(s), who shall be responsible for job performance, negotiations, contractual matters, and coordination with the Recipient Representative is as follows:

Name and title: Casa Aliento LP
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Address: 3416 Via Oporto, Suite 301
Newport Beach, CA 92663
The Subrecipient’s professional services shall be actually performed by, or shall be immediately supervised by, the Subrecipient’s representative.

C. Any party may change such address(es) given above by providing notice in writing to the other parties, and thereafter notices shall be transmitted to the new address(es).

XI. Assurances
The Subrecipient hereby assures and certifies that it has complied with the Housing and Community Development Act, applicable regulations, policies, guidelines and requirements, 2 CFR Part 225, as amended and that it will comply with all applicable Federal, State and local laws and regulations as they relate to acceptance and use of Federal funds for this Federally-assisted program. Also, the Subrecipient represents and warrants with respect to the Statement of Work specified in Exhibit B of this Agreement, that it will comply with all of the provisions of 24 CFR Part 570, as applicable. The Subrecipient further represents and warrants that it will comply with any further amendments or changes to said required assurances and certifications, and that during the term of this Agreement it will maintain current copies of said assurances and certifications at the address of the Subrecipient’s representative, as provided in Section 10 (Designated Representative).

XII. Compliance
The Subrecipient agrees that it hereby undertakes the same obligations to Recipient that Recipient has undertaken to HUD pursuant to Recipient’s CDBG application and certifications.

The obligations undertaken by the Subrecipient include, but are not limited to, the obligation to comply with all federal laws and regulations described in Subpart K of 24 CFR Part 570 and specifically with each of the following:

A. The Housing and Community Development Act of 1974 (Public Law 93-383) as amended, and legislative changes contained in the Housing and Urban-Rural Recovery Act of 1983; and the Housing and Community Development Act of 1987, plus all succeeding revisions and amendments to these Acts.

B. Final regulations of the Department of Housing and Urban Development relating to Community Development Block Grants (Title 24, Chapter V, Part 570 of the Code of Federal Regulations commencing with Section 570.1) dated September 6, 1988; and revisions to 24 CFR Part 570 at Subpart J entitled “Grant Administration” and dated March 11, 1988, plus all succeeding revisions and amendments to these regulations. 464
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C. Land Covenants. This CDBG Subrecipient Agreement is subject to the requirements of Title VI of the Civil Rights Act of 1964 (P.L. 88-352) and 24 CFR 570.601 and 602. In regard to the sale, lease, or other transfer of land acquired, cleared or improved with assistance provided under this Agreement, the Subrecipient shall cause or require a covenant running with the land to be inserted in the deed or lease for such transfer, prohibiting discrimination as herein defined, in the sale, lease or rental, or in the use or occupancy of such land, or in any improvements erected or to be erected thereon, providing that the Recipient and the United States are beneficiaries of and entitled to enforce such covenants. The Subrecipient, in undertaking its obligation to carry out the program assisted hereunder, agrees to take such measures as are necessary to enforce such covenant, and will not itself so discriminate.

D. Regulations of the Department of Housing and Urban Development relating to environmental review procedures for the Community Block Grant program (Title 24, Subtitle A, Part 58 of the Code of Federal Regulations, commencing at Section 58.1) except that the Subrecipient does not assume Recipient’s environmental responsibilities as described in 24 CFR Part 570.604.

E. Environmental Mitigation: The Subrecipient shall implement and monitor all Project mitigation measures approved in the Project’s National Environmental Policy Act (NEPA) document prepared by the Recipient. The staff responsible for implementing and monitoring mitigation measures shall be clearly identified in the Project construction plan(s).

F. Title VI of the Civil Rights Act of 1964 (Public Law 88-352) as amended; Title VIII of the Civil Rights Act of 1968 (Public Law 90-284) (affirmatively furthering fair housing) as amended; Section 104(b) and 109 of Title I of the Housing and Community Development Act of 1974 as amended; Section 3 of the Housing and Urban Development Act of 1968 (employment priorities for new hires); 12 U.S.C. 1701u (Economic opportunities for low- and very low-income persons); Section 504 of the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Age Discrimination Act of 1975; Executive Order 11246 as amended by Executive Order 11375 and 12086; Executive Order 11063 as amended by Executive Order 12259; and HUD regulations heretofore issued or to be issued to implement these authorities relating to civil rights, and pursuant to 24 CFR 570.904(d) and 2 CFR Part 200.321:
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1. Contracting with Small and Women and Minority Owned Businesses (W/MBE) (2 CFR 200.321). The Subrecipient will take all necessary affirmative steps to assure that minority owned and/or women owned business enterprises and labor area surplus firms are used when possible. Such firms and businesses have 50% or more ownership by an ethnic minority person(s) and/or by woman/women. All construction projects receiving HUD funds and all contractors and subcontractors who receive $10,000 or more in HUD funds shall fulfill these hiring requirements. These steps are in addition to full and open competition and must include, at a minimum, the following six affirmative steps:
a) Solicitation Lists. Subrecipient must place small and minority businesses and women’s business enterprises on solicitation lists (2 CFR 200.321(b)(1);
b) Solicitation. The Subrecipient must assure that it solicits small and minority businesses and women’s business enterprises whenever they are potential sources (2 CFR 200.321(b)(2);
c) Dividing Requirements. Subrecipient must divide total requirements when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses and women’s business enterprises (2 CFR 200.321(b)(3);
d) Delivery Schedules. The Subrecipient must establish delivery schedules where the requirement permits, which encourage participation by small and minority businesses and women’s business enterprises (2 CFR 200.321(b)(4);
e) Obtaining Services and Assistance. The Subrecipient must use the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce (2 CFR 200.321(b)(5); and f) Prime Contractor Requirements. The Subrecipient must require the prime contractor, if subcontractors are anticipated or let, to take the five affirmative steps as described in (a) through (e) above (2 CFR 200.321(b)(6).
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G. Economic Opportunities for Low- and Very Low-Income Persons (24 CFR Part 135) Non-Public Housing Authority entities that obligate or commit to spend over $200,000, or any individual contractor or subcontractor that receives $100,000 of covered funds on projects involving housing construction, demolition, rehabilitation, or other public construction is required to comply with Section 3 of the Housing and Urban Development Act of 1968, hereinafter referred to as “Section 3 (HUD)”.

The purpose of the Section 3 (HUD) is to ensure that employment and other economic opportunities generated by the U.S. Department of Housing and Urban Development (HUD) assistance or HUD assisted project covered by Section 3 (HUD), shall, to the greatest extent feasible, be directed to low and very low-income persons, particularly persons who are recipients of HUD assistance for housing.

The Subrecipient shall insure that all Section 3 (HUD) covered contracts (where $100,000 or more in HUD funds are used to reimburse a contractor or subcontractor for work) shall include the following clause:

1. The work to be performed under this CDBG Subrecipient Agreement is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u and the implementing regulations at 24 CFR 135 (Economic Opportunities for Low-And Very Low-Income Persons). The purpose of Section 3 (HUD) is to ensure that employment and other economic opportunities generated by HUD assistance or HUDassisted projects covered by Section 3 (HUD), shall, to the greatest extent feasible, be directed to low- and very low-income persons, particularly persons who are recipients of HUD assistance for housing.

2. As evidenced by its execution of this Agreement, the Subrecipient certifies that it is under no contractual or other impediment that would prevent it from complying with the part 135 regulations.

3. The Contractor agrees to send to each labor organization or representative of workers with which the Contractor has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers’ representative of the Contractor’s commitments under this Section 3 (HUD) clause, and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall contain the Section 3 (HUD) preference, shall set forth: (1) the minimum number and job titles subject to hire; (2) availability of apprenticeship and training positions; (3) the qualifications for each, and the name and location of the person(s) taking applications for each of the positions; and (4) the anticipated date the work shall begin.
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4. The Contractor agrees to require this Section 3 (HUD) clause in every subcontract subject to compliance with regulations in 24 CFR Part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this Section 3 (HUD) clause, upon a finding that a subcontractor is in violation of the regulations in 24 CFR Part 135. The Contractor shall not subcontract with any subcontractor where the Contractor has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 CFR Part 135.

5. By its signature to this Agreement, the Contractor will certifies that any vacant employment positions, including training positions, that are filled (1) after the Contractor is selected but before the contract is executed, and (2) with persons other than those to whom the regulations of 24 CFR Part 135 require employment opportunities to be directed, were not filled to circumvent the Contractor’s obligations under 24 CFR Part 135.

6. Noncompliance with HUD’s regulations in 24 CFR Part 135 may result in sanctions, termination of this Agreement for default, and debarment or suspension from future HUD assisted contracts.

H. The Labor Standards Regulations set forth in Section 570.603 of 24 CFR Part 570; and HUD Handbook 1344.1. If this Agreement involves construction or facility improvements exceeding $2,000 awarded by the Recipient, the Subrecipient agrees to comply with:

Prevailing Wages: Requirements of the Secretary of Labor in accordance with the DavisBacon Act (40 USC 276a to 276 a-7) as supplemented in the Department of Labor regulations (29 CFR Part 5) applies. If there is a difference between the minimum wage rates predetermined by the Secretary of Labor and the prevailing wage rates determined to be applicable to this contract by the Director of the California Department of Industrial Relations for similar classifications of labor, the Subrecipient and its contractor and subcontractors shall pay not less than the higher wage rate.

The Subrecipient agrees that, except with respect to the rehabilitation of residential property designed for residential use for less than eight (8) households, all contractors engaged under contracts in excess of $2,000.00 for construction, renovation or repair of any building or work financed in whole or in part with assistance provided under this Agreement, shall comply with federal requirements adopted by the Recipient pertaining to such contract, and with the applicable requirements of the regulations of the Department of Labor, under 29 CFR, Parts 3, 1, 5 and 7 governing the payment of wages and ratio of apprentices and trainees to journeymen; provided, that if wage rates higher than those required under the regulations are imposed by state or local law, nothing hereunder is intended to relieve the Subrecipient of its obligation, if any, to require payment of the higher wage. The Subrecipient shall cause or require to be inserted in full, in all such contracts subject to such regulations, provisions meeting the requirements of this paragraph, for such contracts in excess of $10,000.00.
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Copeland Anti-Kickback Act: During the performance of this Agreement, the Subrecipient and its contractors and subcontractors agree to comply with the Copeland AntiKickback Act (18 USC 874) as supplemented in the Department of Labor regulations (29 CFR Part 3). This act provides that the Subrecipient, its contractor and subcontractors shall be prohibited from inducing any person employed in the construction, completion, or repair of public facilities to give up any part of the compensation which they are otherwise entitled.

The Subrecipient, its contractor and subcontractors shall maintain documentation that demonstrates compliance with hour and wages requirements of this part. Such documentation shall be made available to the Recipient for review upon request. The Subrecipient’s contractor and subcontractors agree to include a provision requiring such compliance in its lower tier covered contracts and transactions.

Agreements exceeding $100,000 that involve the employment of mechanics or laborers shall comply with the following:

Contract Work Hours and Safety Standards Act: Where applicable, during the performance of this Agreement, all contracts awarded by the Subrecipient, the prime contractor and subcontractors in excess of $2,000 for construction contracts and in excess of $100,000 are required, pursuant to the Contract Work Hours and Safety Standards Act, to apply the four clauses below. These clauses shall be inserted in addition to the clauses required by 29 CFR Part 5.5(a) or 29 CFR Part 4.6. As used in this section, the terms laborers and mechanics include watchmen and guards.

1. Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek.

2. Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in Section 1 above , the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages.

Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (a) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (a) of this section. 469
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3. Withholding for unpaid wages and liquidated damages. The Recipient shall upon its own action or upon written request of an authorized representative of the U.S. Department of Housing and Urban Development (HUD) or the U.S. Department of Labor (DOL) withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in Section 2 above.

4. Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in Sections 1 through 4 of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in Section 1 through 4 of this section.

Bonding Requirements. For construction or facility improvements contracts or subcontracts exceeding the Simplified Acquisition Threshold ($150,000) the Recipient may accept the bonding policy and requirements of the Subrecipient provided that the Recipient has made a determination that the CDBG funds are adequately protected. If such a determination has not been made, the minimum requirements must be as follows:
a) Bid Guarantee. At the submission of a bid to the Subrecipient, the contractor shall furnish a “bid” guarantee equivalent to five percent of the bid price. The “bid guarantee” must consist of a firm commitment such as a bid bond, certified check, or other negotiable instrument accompanying a bid as assurance that the bidder will, upon acceptance of the bid, execute such contractual documents as may be required within the time specified.

I. Equal Employment Opportunity. During the performance of this Agreement, the Subrecipient agrees it will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin, and hereby promises to comply with the provisions on contractor agreements contained in Presidential Executive Order #11246 as amended by Executive Order 11375 and as approved by the Department of Labor Relations (41 CFR Part 61).
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J. CFR Part 200 entitled Uniform Administrative Requirements Cost Principles and Audit Requirements for Federal Awards, Administrative regulations, including, but not limited to, applicable Sections of Department of Housing and Urban Development regulations located at: 24 CFR 92.505 – Uniform Administrative Requirements. Pursuant to 24 CFR 92.505, the Subrecipient will comply with the requirements of 2 CFR part 200, except that the following provisions shall not apply: §§ 200.306, 200.307, 200.308 (not applicable to participating jurisdictions), 200.311 (except as provided in § 92.257), 200.312, 200.329, 200.333, and 200.334.

The provisions of 2 CFR 200.305 apply as modified by § 92.502(c). If there is a conflict between definitions in 2 CFR part 200 and 24 CFR part 570, the definitions in 24 CFR part 570 shall govern.

K. The following laws and regulations relating to preservation of historic places:

Public Law 89-665 the Archaeological and Historical Preservation Act of 1974 (Public Law 93- 291), and Executive Order 11593 including the procedures prescribed by Advisory Council on Historic Preservations in 36 Code of Federal Regulations, Part 800.

L. The Architectural Barriers Act of 1968 (42 U.S.C. Section 4151 and the Americans with Disabilities Act of 1990 (ADA).

M. The Hatch Act relating to the conduct of political activities (Chapter 15 of Title 5, U.S.C.).

N. The Flood Disaster Protection Act of 1973 (Public Law 93-234 and the regulations adopted pursuant thereto) Section 202(a) and the regulations in 44 CFR parts 59 through 79.

O. The Clean Air Act (42 U.S.C. Chapter 85) and the Federal Water Pollution Control Act, as amended (33 U.S.C. Section 1251 et seq.) and the regulations adopted pursuant thereto.

P. Executive Order 12372, which requires State Clearinghouse review and comment of any CDBG project for the planning, construction, reconstruction, and/or installation of water or sewer facilities.

Q. Section 401(b) of the Lead-Based Paint Poisoning Prevention Act (42 U.S.C. 4831 (b)).
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R. Debarment and Suspension. An agreement or contract must not be made to parties listed on the governmentwide exclusions in the System for Award Management (SAM) database, in accordance with 2 CFR 180 that implements Executive Orders 12549 and 12689, “Debarment and Suspension.” Provision of 24 CFR Part 570.609, and 24 CFR 5.105(c) for procurement activities regarding use of debarred, suspended, or ineligible contractors or subcontractors and 24 CFR Part 24 for non-procurement activities, regarding use of debarred, suspended, or ineligible contractors or subcontractors. This Agreement is a covered transaction for purposes of 2 CFR 180 and 2 CFR 3000. As such the Subrecipient is required to verify with the Recipient that the Subrecipient, its contractors, subcontractors, its principles (defined at 2 CFR 180.940), or its affiliates (defined at 2 CFR 180.905) are excluded (defined at 2 CFR 180.940) or disqualified (defined at 2 CFR 180.935).

The Subrecipient must comply with 2 CFR 180, subpart C and 2 CFR 3000, subpart C during the term of this Agreement and any other contract that may arise as a result of this agreement. Subrecipient must include a provision requiring such compliance in its lower tier covered contracts and transactions.

If it is later determined that the Subrecipient did not comply with 2 CFR 1800, Subpart C and 2 CFR 3000, subpart C, in addition to remedies available to the Recipient and the Federal Government, may pursue available remedies, including but not limited to suspension and/or debarment.

Contractors excluded, disqualified or otherwise ineligible (e.g., suspension, debarment, or limited denial of participation) for Federal procurement and non-procurement programs per 24 CFR 570.609 shall not be considered for contract award. This applies to any CDBG-assisted contracts for the procurement of goods and services, professional services, public services, and construction activities (prime and sub-prime contractors).

The Subrecipient shall work with the Recipient to verify eligibility for all contractors and subcontractors, its principles or its affiliates are not excluded or disqualified subject to procurement requirements prior to contract award by the Subrecipient. The Subrecipient shall not use a self-certification letter or form signed by the contractor as a substitute for evidence of their eligibility status.

To verify and document a contractor’s eligibility the Subrecipient shall check the General Services Administration System for Award Management site (https://www.sam.gov/portal/SAM/#1#1) to assure the contractor’s eligibility and shall submit the verification(s) to the Recipient prior to the notification and award of the contract. The Subrecipient shall retain a copy of the verification(s) for their file to verify results for each contractor.

The Subrecipient further agrees to comply with any environmental, procurement, construction, and other guidelines provided by Recipient. All local code regulations must be recognized and services provided must conform to the said standards. 472
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S. Reporting. The Subrecipient also agrees to submit an annual performance and evaluation report no later than 30 days after the completion of the most recent program year showing the status of all activities as of the end of the program year. The purpose of the performance and evaluation report is to assist the Recipient in complying with its reporting obligations under 24 Code of Federal Regulations section 570.507(a) and under 24 Code of Federal Regulations Part 91. The Recipient shall specify the content and format of this report.

T. Rights to Inventions. Per 2 CFR Appendix II to Part 200(F), if the use of CDBG award meets the definition of “funding agreement” under 37 CFR 401.2(a) and the Agreement includes the performance of experimental, developmental, or research work, the Subrecipient must provide for the rights of the Federal Government and the Recipient in any resulting invention as established by 37 CFR part 401, Rights to Inventions Made by Non-profit Organizations and Small Business Firms under Government Grants, Contracts, and Cooperative Agreements. This contract incorporates by reference the patent and inventions rights as specified within in the 37 CFR §401.14. Contractor must include this requirement in all sub-tier contracts involving experimental, developmental, or research work.

The regulation at 37 C.F.R. § 401.2(a) currently defines “funding agreement” as any contract, grant, or cooperative agreement entered into between any Federal agency, other than the Tennessee Valley Authority, and any contractor for the performance of experimental, developmental, or research work funded in whole or in part by the Federal government. This term also includes any assignment, substitution of parties, or subcontract of any type entered into for the performance of experimental, developmental, or research work under a funding agreement as defined in the first sentence of this paragraph.

U. Clean Air Act and the Federal Water Pollution Control Act. If this Agreement involves construction or facility improvements and exceeds $150,000 the following provision is applicable. The Subrecipient shall comply with all applicable standards, orders, or regulations issued under Section 306 of the Clean Air Act (42 USC 7401 – 7671q), Section 508 of the Clean Water Act (33 USC 1368), Executive Order 11738, and EPA regulations (40 CFR Part 15), which prohibit the use under nonexempt federal contracts, grants, or loans of facilities included in the EPA List of Violating Facilities. Violations will be reported to the US EPA Administrator for Enforcement (EN-329).

By execution of this Agreement, the Subrecipient, its contractor and subcontractors will be deemed to have stipulated as follows:
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1. The Subrecipient, its contractor and subcontractors hereby declare that no person who will be utilized in the performance of this contract has a violation of Section 508 of the Clean Water Act or Section 306 of the Clean Air Act which prohibits them from perform work on a federally funded project.

2. During the performance of this contract, the Subrecipient, its contractor and/or subcontractor agrees to comply with all applicable standards, orders, and regulations issued pursuant to the Clean Air Act (42 USC 7401-7671q), and the Federal Water Pollution Control Act as amended (33 USC 1251-1387). Violations must be reported to the EPA.

3. That any facility that is or will be utilized in the performance of this Agreement, unless the Agreement is exempt under the Clean Air Act, as amended (42 USC 7401 – 7671q et seq., as amended by Public Law 91-604), and under the Federal Water Pollution Control Act, as amended (33 USC 1251 et seq., as amended by Public Law 92-500), Executive Order 11738, and regulations in implementation thereof (40 CFR 15) is not listed, on the date of this Agreement award, on the EPA List of Violating Facilities pursuant to 40 CFR 15.20.

4. That the Subrecipient, its contractor and subcontractors agree to comply and remain in compliance with all the requirements of Section 114 of the Clean Air Act and Section 308 of the Federal Water Pollution Control Act and all regulations and guidelines listed thereunder.

5. That the Subrecipient, its contractor and subcontractors shall promptly notify the Recipient of the receipt of any communication from the Director, Office of Federal Activities, EPA, indicating that a facility that is or will be utilized for the Agreement is under consideration to be listed on the EPA List of Violating Facilities.

6. That the Subrecipient, its contractor and subcontractors agree to include or cause to be included the requirements of this article in every nonexempt subcontract, and further agrees to take such action as the government may direct as a means of enforcing such requirements.

V. Procurement of Recovered Materials. During the performance of this Agreement, the Subrecipient, its contractor and subcontractors agree to comply with all of the standards, order, and requirements issued under Section 6002 of the Solid Waste Disposal Act, Pub. L. No. 89-272 (1965) (codified as amended by the Resource Conservation and Recovery Act at 42 USC 6962).

See 2 CFR 200, Appendix II (J), or at 2 CFR 200.322.

The Subrecipient, its contractor and subcontractors shall include the provisions of this article in all subcontracts under the Agreement.

The following provides the clause that the Subrecipient, its contractor and subcontractors can include in contracts meeting the above thresholds:
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1. In the performance of this contract, the (name of contractor here) shall make maximum use of products containing recovered materials that are EPA- designated items unless the product cannot be acquired:
a) Competitively within a timeframe providing for compliance with the contract performance schedule;
b) Meeting contract performance requirements; or
c) At a reasonable rice.

2. Information about this requirement, along with the list of EPA-designated items, is available at EPA’s Comprehensive Procurement Guidelines web site:
https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program The requirements of Section 6002 include procuring only items designated in guidelines of the EPA at 40 CFR 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired by the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.

W. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 and regulations adopted to implement the Act in the Code of Federal Regulations, Title 24, Part 42.

X. The Subrecipient shall comply with all provisions of the Build America, Buy American Act (BABA), as applicable to this project, including but not limited to, ensuring that the construction materials used in the project are produced in the United States. This includes all iron, steel, and manufactured goods, unless an exception is authorized under the law.

XIII. Subcontracts
The Subrecipient shall incorporate the same or substantially equivalent requirements as are contained in this CDBG Subrecipient Agreement in all subcontracts which utilize any CDBG funds and/or support any CDBG program(s) covered by this CDBG Subrecipient Agreement; when program(s) utilize(s) CDBG funds and other funding sources, all funds shall be subject to CDBG regulations. The Subrecipient, by entering into any such subcontract for performance of any portion of the CDBG Program, is not relieved of its responsibilities to Recipient as set forth in this CDBG Subrecipient Agreement.
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XIV. Non-Discrimination/Religious Activities
No person with responsibilities in the operation of any project under this CDBG Subrecipient Agreement will discriminate because of race, creed, color, national origin, age, sex, political affiliation, sexual orientation, gender identity, handicap, beliefs, or marital or familial status.

The Subrecipient agrees that funds provided under this CDBG Subrecipient Agreement will not be utilized for inherently religious activities prohibited by 24 CFR 570.200(j), such as worship, religious instruction, or proselytization.

The Subrecipient will ensure that every effort is made to provide equal opportunity to every potential minority and women’s business vendor, contractor and subcontractor. The Subrecipient will take affirmative action to insure that all employment practices are free from such discrimination. Such employment practices include but are not limited to the following: hiring, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship.

The Subrecipient agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting agency setting forth the provisions of this nondiscrimination clause.

XV. Standard of Conduct/Conflict of Interest and Lobbying No member, officer or employee of the Subrecipient or its designee or agents, no member of the governing body of the locality in which the program is situated, and no other public official of such locality or localities who exercises any functions or responsibilities with respect to the Project activities during his/her tenure or for one year thereafter, shall have any interest, direct or indirect, in any contract or subcontract, or the process thereof, for work to be performed in connection with the Project activities assisted under this CDBG Subrecipient Agreement.

No member, officer or agent of the Subrecipient shall participate in the selection of the award, or administration of, any Project activities or construction contract supported by Federal funds if a conflict of interest, real or apparent, would be involved.

No covered persons who exercise or have exercised any functions or responsibilities with respect to CDBG-assisted activities, or who are in a position to participate in a decision-making process or gain inside information with regard to such activities, may obtain a financial interest in any Project activities, or have a financial interest in any contract, subcontract, or agreement with respect to the CDBG-assisted activity, or with respect to proceeds from the CDBG-assisted activity, either for themselves or those with whom they have business or immediate family ties, during their tenure or for a period of one (1) year thereafter. For purposes of this Section, a “covered person” includes any person who is an employee, agent, consultant, officer, or elected or 476
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appointed official of the Recipient, the Subrecipient, or any designated public agency.

By entering into this CDBG Subrecipient Agreement, the Subrecipient certifies:

A. No federal appropriated funds have been paid or will be paid, by or on behalf of the Subrecipient, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into a cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant loan, or cooperative agreement in accordance with the Department of Interior and Related Agencies Appropriations Act, known as the Byrd Amendments, and HUD’s 24 Code of Federal Regulations (CFR) 87.

Furthermore, for Agreements of $100,000 or more, subrecipient shall file the required certification in Exhibit D. This certification process also applies to the Subrecipient’s contractor and subcontractors contracts, of $100,000 or more, who must certify to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant, or any other award covered by 31 USC 1352. Each tier shall also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the Recipient.

B. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, the Subrecipient shall complete and submit Standard Form LL, “Disclosure Form to Report Lobbying,” in accordance with its instructions, and other federal disclosure forms as requested.

C. The Subrecipient shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
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D. Mandatory Disclosures. The Subrecipient must disclose, in a timely manner, in writing to the Recipient all violations of Federal criminal law involving fraud, bribery, or gratuity violations potentially effecting the Federal award described in 2 CFR 200.113. Failure to make require disclosures can result in any of the remedies described in 2 CFR 200.338 Remedies for noncompliance, including suspension or debarment.

XVI. Use of Funds for Entertainment, Meals or Gifts
The Subrecipient represents and warrants that it will not use funds provided through the Agreement to pay for entertainment, meals or gifts.

XVII. Fiscal Control
The Subrecipient shall be responsible for the internal control and monitoring of fiscal and programmatic/operational goals and procedures. The Subrecipient shall establish such fiscal controls and fund accounting procedures as required by Federal regulations, or as may be deemed necessary by HUD and Recipient to ensure the proper disbursal of, and accounting for, funds paid to the Subrecipient under the CDBG programs.

Disbursement of Funds: CDBG funds shall generally be disbursed by Recipient to the Subrecipient on a reimbursement basis for actual expenses.

The Recipient agrees to pay the Subrecipient progress payments at the time and in the manner set forth in the Schedule of Compensation, Exhibit C. Payment by the Recipient is not to be construed as final in the event HUD disallows reimbursement for the Work or any portion thereof. Source documentation, as specified by the Recipient, supporting the invoice(s) shall be submitted by the Subrecipient with request for payment.

The Subrecipient shall be liable for all amounts which are determined to be due by HUD including, but not limited to, disallowed costs which are the result of the Subrecipient’s or its contractor’s conduct under this CDBG Subrecipient Agreement.

The Subrecipient shall be notified in writing and shall be permitted to respond regarding any controversy or proceeding between the Recipient and HUD arising from this CDBG Subrecipient Agreement.

All financial transactions must be supported by complete and verifiable source documents.

Records shall provide a clear audit trail and shall be maintained as specified in Section 22 (Agreement Responsibility for Monitoring and Records) of this CDBG Subrecipient Agreement.

XVIII.Program Income
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Program Income is defined in Subpart J of 24 CFR Part 570.504 and is described as gross income received by the Subrecipient and directly generated from the use of CDBG funds.

Program income includes, but is not limited to, the following:

A. Proceeds from the disposition by sale or long-term lease of real property purchased or improved with CDBG funds;
B. Proceeds from the disposition of equipment purchased with CDBG funds; C. Gross income from the use or rental of real or personal property acquired by the Subrecipient with CDBG funds, less costs incidental to generation of the income; D. Gross income from the use or rental of real property owned by the Subrecipient that was constructed or improved with CDBG funds, less costs of the non- CDBG portion; E. Payment of principal and interest on loans made using CDBG funds except as provided in 24 CFR Part 570.500(a)(3);
F. Proceeds from the sale of loans or obligations secured by loans made with CDBG funds;
G. Interest earned on program income pending its disposition; and H. Funds collected through special assessments made against properties owned and occupied by households not of low or moderate income where the assessments are used to recover all or part of the CDBG programs portion of a public improvement.

During the effective Term of this CDBG Subrecipient Agreement, the Subrecipient shall report all program income as defined in 24 CFR 570.500(a), generated by activities carried out with CDBG funds under this CDBG Subrecipient Agreement. Program Income may be retained by the Subrecipient subject to the provisions of the Cooperative Agreement, the Act, and its regulations. Any program income retained must only be used for eligible activities in accordance with all CDBG requirements.

It shall be the Subrecipient’s responsibility to manage and use the program income in compliance with the standards and requirements set forth in section 570.504(a) & (b) (1) through (b)(3). The transfer of CDBG funds from the Recipient to the Subrecipient shall be adjusted to reflect any program income in accordance with the principles set forth in section 570.504(b) (2) (i) and (ii). In addition, all of the provisions of this CDBG Subrecipient Agreement shall apply to the management and use of the program income.
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Recipient shall monitor the use of any program income, requiring appropriate record keeping and reporting by the Subrecipient as may be needed for this purpose, and shall report the use of such program income to HUD. In the event of close-out as defined in section 570.509 of the federal regulations or change of status of the Subrecipient, (i.e., from Subrecipient to entitlement), all program income on hand or received by the Subrecipient subsequent to the close-out or change of status shall be paid to the Recipient.

Program income attributable to projects funded under this CDBG Subrecipient Agreement and on hand with the Subrecipient when this CDBG Subrecipient Agreement expires, is terminated with or without cause, or received after the Agreement expiration, shall be paid to the Recipient as required by 24 CFR Part 570.503(b)(8) when the Subrecipient ceases to be under continuous Agreement with the Recipient for the operation of CDBG programs. As long as there is no break in the CDBG Subrecipient Agreement period, program income shall be governed by the provisions of this Section.

The Project shall continue to meet the CDBG program national objective per 24 CFR 570.208 as required by 24 CFR 570.503(b)(7)(i). If the Project is not used in accordance with 24 CFR 570.503(b)(7)(i) the Subrecipient shall reimburse the Recipient to comply with the requirements of 24 CFR 570.503 (b)(7)(ii).

XIX. Reversion of Assets
A. Reversion of Assets. The five (5) year period set forth in 24 CFR 570.503(b)(7) for compliance with one or more national objectives shall be included and contained within the five (5) year compliance period established by the CDBG Covenants.

B. Upon expiration of this CDBG Subrecipient Agreement, the Subrecipient shall transfer to the Recipient any CDBG funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds. Any real property under the Subrecipient’s control that was acquired and/or improved in whole or in part with CDBG funds (including CDBG funds provided to the Subrecipient in the form of a loan) in excess of $25,000 shall:

1. Be used to meet one of the national objectives in 24 CFR Part 570.208 until the end of the five (5) year compliance period established by the CDBG Covenants (pursuant to Section 5.B above – Term of Agreement), or the length of time to be further prescribed by mutual agreement of the Parties.

2. Be disposed of in such manner that the Recipient is reimbursed in the amount of the fair market value of the property at the time of disposition of the property less any portion of the value attributable to expenditures of non-CDBG funds for acquisition and/or improvement of such property. The payment is Program Income to the Recipient. 480
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3. If the Subrecipient is a private non-profit organization, the Subrecipient further agrees to a voluntary lien / deed of trust on above-reference property as to any CDBG funds received and that such lien / deed of trust will be notarized and recorded in the Office of the County Recorder. The Subrecipient will utilize the lien / deed of trust form specified by the Recipient, and will be subject to provisions listed in this CDBG Subrecipient Agreement and in the CDBG Covenants.

XX. Procurement/Equipment
Equipment, which shall be defined as tangible, nonexpendable, personal property having a useful life of more than one (1) year and an acquisition cost of $1,000 or more per unit, is eligible for purchase using CDBG funds only upon prior approval of the Recipient and subject to 24 CFR Part 570.207(b)(1). Such equipment shall be used by the Subrecipient in the project for which it was acquired as long as needed, regardless of whether such project continues to be supported by Federal funds; at the time, equipment may be used in other activities currently or previously supported by a Federal agency. Use of such equipment is also subject to provisions of 24 CFR Part 200.313(c). If applicable, the Subrecipient shall also establish procedures for managing equipment, which meet the requirements of 24 CFR Part 200.313(d). Further, proceeds from disposition of such equipment shall be treated as program income as specified in Section 18 (Program Income) of this CDBG Subrecipient Agreement.

XXI. Records and Reports
The Subrecipient agrees to supply to the Recipient, on a quarterly and annual basis, any progress reports and/or other reasonable documentation as may be required by the Recipient to audit performance of the Work activities covered by this CDBG Subrecipient Agreement (and the subsequent Property operational activities) and to enable the Recipient to analyze and evaluate utilization of the CDBG funds by the Subrecipient. The Subrecipient shall maintain separate accounting and financial records for each funding (revenue) source in support of the Work.

A. Payment Request Form: Subrecipient shall submit a Payment Request Form (Exhibit “D”) and copies of the original supporting documents for payment to the Recipient. 481
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B. Progress Reports: Progress reports for Work activities shall address project status and, if applicable, explanation of any problems/delays encountered and/or anticipated and measures to be taken to correct such problems; revised milestones including anticipated schedule for Work completion; and a summary of expenditures, obligations, program income, and drawdown to date. In addition, the Subrecipient shall provide as part of the progress report any citizen comments received during the reporting period relative to the Work, and responses to such comments, and additional information, as needed. Subrecipient shall submit such report quarterly within thirty (30) days of the close of report period including in the event that no expenditures occurred, which shall be documented in the quarterly report.

C. The Subrecipient shall use the CDBG Monitoring Checklist – Housing/Rehab., hereinafter referred to as “the Checklist,” to collect and retain all Work documents to provide the Recipient for its records.

D. Completion Report: The Subrecipient shall prepare and submit to the Recipient a Completion Report within thirty (30) days of completion of Work activities covered by this CDBG Subrecipient Agreement. Said report shall consist of an overview and evaluation of the Work activities, a comparison of milestones’ progress, total costs incurred, listing of files, listing of personnel, and other reasonable information requested by the Recipient. The Completion Report shall be made as part of the Quarterly Report Form.

E. Annual HUD/Recipient Reports: The Subrecipient shall submit to the Recipient in a timely manner other reports as requested/required by the Recipient for HUD compliance including, but not limited to the Contractor/Subcontractor, EEO-4, and Minority Financial Institution Reports (if applicable), the Affirmative Marketing Report, and provide, as requested by HUD and/or Recipient, information necessary to prepare the any other required reports and/or plans.

F. Audit: The Subrecipient shall be responsible for conducting an annual audit of its CDBG program in compliance with Title 2 CFR Part 200.500 – 200.520 issued pursuant to the Single Audit Act of 1984 and the Single Audit Amendments of 1996, P.L. 98-502, as applicable.

A copy of said audit shall be forwarded to the Recipient upon completion. Any costs associated with the annual audit shall be the responsibility of and paid for by the Subrecipient.

If the Subrecipient does not exceed the expenditure limits per 2 CFR Part 200.000-520, the Subrecipient shall provide the Recipient with a copy of the Subrecipient’s latest Audit Report.

XXII. Agreement Responsibility for Monitoring and Records HUD, the Office of the Inspector General (OIG), and the designated representatives of the Recipient, and other appropriate officials shall have access to all personnel records, management information, and fiscal data of the Subrecipient and any agency or contractor with whom the 482
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Subrecipient executes a subcontract necessary to carry out any CDBG program(s) for monitoring purposes (24 CFR 200.328, 200.327 and 200.326). The Subrecipient shall respond in a timely manner to all identified corrective action needs as a result of HUD, Recipient, or other monitoring.

The Subrecipient shall submit to Recipient all required reports and monitoring corrective action plans on a timely basis, as delineated by the Recipient. Records shall be maintained as follows:

A. The Subrecipient agrees to retain all pertinent records under the CDBG Program, including financial records, until advised by the Recipient that further retention is unnecessary.

Generally, records shall be retained for a period for five (5) years from the end of the Term (see Section 5 above – Term of Agreement) or the fiscal year in which the last project covered by the Recipient’s annual agreement with HUD is completed. Records shall be open and available for inspection by auditors and/or other staff assigned by HUD and/or the Recipient during the normal business hours of the subrecipient. If at the end of such five (5) year period, there is ongoing litigation, claims, negotiations, audit or other action involving the Subrecipient’s or the Recipient’s records, which has started before expiration of the five (5) year period, the Subrecipient will retain the records until the completion of the action and resolution of all issues which arise from it as stated in 2 CFR Part 200.333.

B. Consistent with applicable state and local laws regarding privacy and obligations of confidentiality, the Subrecipient shall furnish and cause each of its own subrecipients or subcontractors to furnish all information and reports required hereunder and will permit access to its books, records and accounts to the Recipient, HUD or its agent, or other authorized Federal officials for purposes of investigation to ascertain compliance with the rules, regulations and provisions stated herein The Subrecipient also must provide citizens with reasonable access to records on the past use of CDBG funds (24 CFR 570.508).

C. Records for nonexpendable property shall be retained for a period of five (5) years after final disposition of the property, if applicable.

XXIII.Inspection Rights
The Subrecipient agrees to allow the Recipient to inspect the Work and the Project at reasonable times upon a minimum 24-hour advance notice.

XXIV. Request for Technical Assistance
The Subrecipient shall refer to the Recipient any regulatory or procedural questions regarding operation of its CDBG program. All formal requests for technical assistance shall be submitted in writing. Requests should specify the problem area, particular assistance being requested and proposed solution if applicable. Informal questions regarding day-to-day program operation may be directed to the designated Recipient representative. 483
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XXV. Hold Harmless and Indemnification
The Subrecipient shall hold the Recipient and the Recipient’s officers, employees, agents and volunteers harmless and free from any and all claims, liabilities or expenses, including attorney’s fees, arising out of or relating to any negligent act, negligent omission, or other wrongful conduct related in any way to the Subrecipient’s performance of the Work pursuant to this CDBG Subrecipient Agreement, provided such claims, liabilities or expenses were not the result of the gross negligence, willful misconduct or fraud of the Recipient or the Recipient’s officers, employees, agents or volunteers. In the event the Recipient and/or any of the Recipient’s officers, employees, agents or volunteers are named in any lawsuit, or should any claim be made against it or any of them by lawsuit or otherwise arising out of or relating to such negligent act, negligent omission or other wrongful conduct for which it is entitled to indemnification pursuant to this Section XXV, the Subrecipient shall indemnify them for any judgment rendered against them, any sums paid out in settlement or otherwise, and all costs incurred by them in their defense, including, but not limited to attorney’s fees.

The Subrecipient also understands and agrees that it is being employed to perform the services provided for by this CDBG Subrecipient Agreement because of the Subrecipient’s professed expertise and experience in performing the Work provided for under this CDBG Subrecipient Agreement. In addition, the Subrecipient understands and agrees that while the Recipient and the Recipient’s officers or agents may elect to do so, they have no duty to review, inspect, or supervise the Work performed by the Subrecipient pursuant to this CDBG Subrecipient Agreement, except as otherwise expressly provided for by this CDBG Subrecipient Agreement.

As a consequence, the Subrecipient waives any right of contribution against the Recipient or any of the Recipient’s officers, employees, agents and volunteers arising out of such failure to inspect, review, monitor or supervise the Work performed by the Subrecipient pursuant to this CDBG Subrecipient Agreement.

XXVI.Insurance
Subrecipient shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Subrecipient, its agents, representatives, or employees.

MINIMUM SCOPE AND LIMIT OF INSURANCE
Subrecipient shall maintain insurance coverage as specified in Exhibit E of this Agreement. 484
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Verification of Coverage
Subrecipient shall furnish the City with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences.

However, failure to obtain the required documents prior to the work beginning shall not waive the Subrecipient's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, 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].

Subcontractors
Subrecipient shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein.

XXVII. Covenants and Conditions
Each term and each provision of this CDBG Subrecipient Agreement to be performed by the Subrecipient shall be construed to be both a covenant and a condition.

XXVIII. Effect of Termination
For Agreements exceeding $10,000 the following applies:

A. Termination of Agreement for Convenience: In accordance with 24 CFR Part 570.509(e) and 2 CFR 200.339, this CDBG Subrecipient Agreement may be terminated by mutual agreement of the parties or by either party after a thirty (30) days written notice of intention to terminate, setting forth the reasons and the effective date of such termination, has been given to the other party, provided, however, that no notice of termination given by the Subrecipient shall be effective unless HUD has agreed to release Recipient from its obligations pursuant to the program activity(ies) in Exhibit B – Statement of Work and no notice of termination given by Subrecipient shall be effective unless Recipient is in default under this CDBG Subrecipient Agreement and such default has not been cured within applicable notice and cure periods..

Alternatively, this CDBG Subrecipient Agreement will automatically terminate in the event that the United States Government terminates the CDBG programs or terminates the program activity(ies) which is the subject of the Agreement.
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B. Termination of Agreement for Cause: In accordance with 24 CFR 570.509(f) and 2 CFR 200.339, the Parties hereto understand that pursuant to the Recipient’s execution of the HUD application, the Recipient assumed responsibility as to the performance of the Work. If through any cause the Subrecipient fails to fulfill in a timely and proper manner its obligations under this CDBG Subrecipient Agreement to undertake, conduct or perform the Work identified in this CDBG Subrecipient Agreement, or if the Subrecipient violates any of the covenants, agreements, or stipulations of this CDBG Subrecipient Agreement and does not cure such violation within applicable notice and cure periods, the Recipient shall thereupon have the right to terminate this CDBG Subrecipient Agreement by giving written notice of such termination and specifying the effective date thereof at least (5) days before the effective date of such termination.

Notwithstanding the above, the Subrecipient shall not be relieved of liability to the Recipient for damages sustained by the Recipient by virtue of any payments to the Subrecipient for the purpose of set-off until such time as the exact amount of damages due the Recipient from the Subrecipient is determined.

C. Upon termination, as stated in subsections A or B above of this CDBG Subrecipient Agreement, the Recipient shall be liable to the Subrecipient only for Work done by the Subrecipient up to and including the date of termination of this CDBG Subrecipient Agreement, unless the termination is for cause, in which event the Subrecipient need be compensated only to the extent required by law. The Subrecipient hereby expressly waives any and all claims for damages for compensation arising under this CDBG Subrecipient Agreement except as set forth in this Section in the event of such termination.

D. If this Agreement is terminated pursuant to this Section, the Subrecipient shall remain responsible for compliance with the requirements in 2 CFR 200.343 (Closeout) and 2 CFR 200.344 (Post-closeout adjustments and continuing responsibilities).

XXIX. Taxpayer Identification Number
The Subrecipient shall provide the Recipient with a complete Request for Taxpayer Identification Number and Certification, Form W-9 as issued by the Internal Revenue Service.

XXX. Modification of Agreement
Except as provided in Section 3 (Availability of Funds), the tasks described in this CDBG Subrecipient Agreement and all other terms of this CDBG Subrecipient Agreement may be modified only upon mutual written consent of the Recipient and the Subrecipient.

XXXI. Use of the term “Recipient”
Reference to “Recipient” in this CDBG Subrecipient Agreement includes the designated Recipient representative, or any authorized representative acting on behalf of the Recipient. 486
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XXXII. Notices
All notices given, or required to be given, pursuant to this CDBG Subrecipient Agreement shall be in writing and may be given by personal delivery or by mail. Notice sent by mail shall be addressed to each party’s designated representative as set forth above in Section 10 (Designated Representative). When addressed in accordance with Section 10, 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 hand 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 Section 10.C.

Notices shall be sent to the Recipient and to Subrecipient’s representative at the addresses shown in Section 10 (Designated Representative).

XXXIII. Permits and Licenses
The Subrecipient, at its sole expense, shall obtain and maintain during the Term of this CDBG Subrecipient Agreement, all appropriate permits, licenses, and certificates that may be required in connection with the performance of Work under this CDBG Subrecipient Agreement, or as specified in Section 39 (Patents & Royalties).

XXXIV. Waiver
A waiver by the Recipient of any breach of any term, covenant, or condition contained in this CDBG Subrecipient Agreement shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this CDBG Subrecipient Agreement whether of the same or different character.

XXXV. Violation or Breach Agreement Terms
A breach of any of the stipulations contained in this Agreement may be sufficient grounds for withholding of progress payments, withholding of final payment, termination of the Agreement, suspension/debarment or any other action determined to be appropriate by the Recipient.

XXXVI. Governing Law
The terms, covenants and conditions of this CDBG Subrecipient Agreement shall be interpreted according to the laws of the State of California. Should litigation occur, venue shall be in the County of Ventura.
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XXXVII. Integrated Agreement
This CDBG Subrecipient Agreement represents the entire Agreement between the Recipient and the Subrecipient and all preliminary negotiations and agreements are deemed a part of this CDBG Subrecipient Agreement. No verbal agreement or implied covenant shall be held to vary the provisions of this CDBG Subrecipient Agreement. This Agreement shall bind and inure to the benefit of the Parties to this CDBG Subrecipient Agreement and any subsequent successors and assigns.

XXXVIII. No Assignment without Consent
A. Inasmuch as this CDBG Subrecipient Agreement is intended to secure the specialized services of the Subrecipient, unless a transfer is allowed either (i) in the CDBG Note or (ii) pursuant to subsection B below, the Subrecipient shall not have the right to either (l) assign or transfer this CDBG Subrecipient Agreement, or any part hereof or monies payable hereunder, or (II) modify its own organizational structure, without the prior written consent of the City, which consent will not be unreasonably withheld, and any such assignment or transfer without the City’s prior written consent shall be considered null and void.

B. A limited partner(s) may remove and replace the managing general partner of the Subrecipient for cause pursuant the Subrecipient / limited partner agreement. However, the Subrecipient’s managing general partner shall not be replaced without prior written approval of the City, and the City shall consider then approve or disapprove such replacement without unreasonable delay.

XXXIX. Patents and Royalties
A. Subrecipient shall provide and pay for all licenses and royalties necessary for the legal use and operation of any of the equipment or specialties used in the Project activities.

Certificates showing the payment of any such licenses or royalties and permits for the use of any patented or copyrighted devices shall be secured and paid for by Subrecipient and delivered to the Recipient upon completion of the Project activities, if required.

B. Subrecipient shall assume all costs arising from the use of patented materials, equipment, devices, or processes used in or incorporated in the Project activities and agrees to indemnify and hold harmless the Recipient and its duly authorized representatives from all suits of law, or actions of every nature for or on account of the use of any patented materials, equipment, devices, or processes.

XL. Copyright
Any reports, maps, documents or other materials produced in whole or part by the 488
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Subrecipient, its contractor or any subcontractor or person responsible to the Subrecipient under this CDBG Subrecipient Agreement shall be the property of the Recipient and none shall be subject to an application for copyright by or on behalf of the Subrecipient, contractor, subcontractors or any person responsible to the Subrecipient during performance of this CDBG Subrecipient Agreement.

This CDBG Subrecipient Agreement may be executed in counterparts and shall be fully effective as if signed by all parties whether or not the signatures of all the parties appear on the original or on any one copy of this CDBG Subrecipient Agreement.

XLI. Subordination.

A. The Deed of Trust and the Regulatory Agreement shall be subordinated to each Senior Lien described below and to other liens approved by the Housing Director or Designee securing financing set forth in the Approved Financing Plan, if any, but only on condition that all of the following conditions are satisfied:

1. All of the proceeds of the proposed Senior Lien, less any transaction costs, must be used to provide construction and/or permanent financing for the Development.

2. The subordination agreement(s) must be structured to minimize the risk that the Deed of Trust would be extinguished as a result of a foreclosure by the Senior Lender or other holder of the Senior Lien. To satisfy this requirement, the subordination agreement must provide the City with adequate rights to cure any defaults by the Borrower, including: (i) providing the City or its successor with copies of any notices of default at the same time and in the same manner as provided to the Borrower; and (ii) providing the City with a cure period to cure any default.

B. The subordination(s) described in this section may be effective only during the original term of the Senior Lien (including any extension options set forth in the documents evidencing the Senior Loan) and any refinancing of the Senior Lien.

C. “Senior Liens” shall mean liens securing repayment of and regulatory agreements associated with the following loans:
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1. Keybank National Association and U.S. Bank Trust Company, National Association $20,013,627 construction loan

2. California Department of Housing and Community Development $7,234,582 Competitive No Place Like Home permanent loan

3. California Department of Housing and Community Development $1,600,109 Non-Competitive No Place Like Home permanent loan

4. The County of Ventura construction/permanent CDBG-CV loan of $3,491,298

5. The County of Ventura construction/permanent HOME-ARP loan of $1,000,000

6. Mercy House CHDO, Inc construction/permanent loan of $13,500,000 [Signatures appear on the following pages]
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NOW, THEREFORE, the Parties hereto have caused this CDBG Subrecipient Agreement to be executed and attested by their proper officer thereunder duly authorized, all as of the day first above written.

RECIPIENT: SUBRECIPIENT:

THE CITY OF OXNARD CASA ALIENTO, LP, a California limited partnership
By: Casa Aliento CDP LLC, a California
limited liability company
Its: Administrative General Partner
By: Community Development Partners, a
California benefit corporation,
Its: Manager
Housing Director Kyle Paine, President
APPROVED AS TO FORM: By: Casa Aliento Mercy House CHDO LLC, a California limited liability company
Its: Managing General Partner
By: Mercy House CHDO, Inc., a California
non-profit public benefit corporation
Its: Manager
Stephen Fischer
City Attorney
Lawrence G. Haynes, Jr., Chief Executive
Officer
APPROVED AS TO INSURANCE:

Michael More
Human Resources/Risk Manager
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EXHIBIT A

LEGAL DESCRIPTION

ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE COUNTY OF VENTURA, STATE OF CALIFORNIA, DESCRJBED AS FOLLOWS:

PARCELS 1 AND 2, OF PARCEL MAP NO. 22-300-04, IN THE CITY OF OXNARD, COUNTY OF VENTURA, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 74, PAGES 9, 10 AND 11, OF INCLUSIVE, OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

APN: 200-0-082-220 AND APN: 200-0-082-230
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EXHIBIT B

STATEMENT OF WORK

1. Description of Work
(a) Rehabilitation Work: The Subrecipient will use the $792,999 in CDBG Program funds to complete rehabilitation work related to Subrecipient’s development of the Project. The Subrecipient will operate the Project as permanent supportive rental housing for persons experiencing homelessness or who are at-risk of homelessness The Subrecipient will manage the Project for a five (5) year compliance period (pursuant to the CDBG Covenants) as permanent supportive rental housing for persons experiencing homelessness or who are at-risk of homelessness with incomes at or below 50% of the area median income for Ventura County. (b) On-going Project Operation: The Subrecipient and the City have executed the CDBG Regulatory Agreement and Restrictive Covenants (“CDBG Covenants”) concurrently with this CDBG Subrecipient Agreement. The CDBG Covenants establish a five (5) year compliance period for the Project. During the five (5) year compliance period, the Subrecipient shall operate and maintain the Project development in conformance with the CDBG Covenants and with the requirements of this CDBG Subrecipient Agreement. In case of a conflict between the CDBG Covenants and this CDBG Subrecipient Agreement, the more restrictive covenants, standards, and/or requirements shall apply. Project apartment units shall be occupied by income eligible tenants continuously throughout the five (5) year compliance period (pursuant to the CDBG Covenants), to the satisfaction of the Recipient and HUD.

2. Scope of Work: Rehabilitation Work
(a) This CDBG Subrecipient Agreement shall be executed prior to the disbursement of any CDBG funds to the Subrecipient. The Subrecipient agrees that the CDBG Program funds of $792,999 shall be secured through the establishment of a lien in fifth position during construction phase and sixth position during permanent phase of financing on the title of the Property. The Subrecipient agrees to take any and all actions necessary to secure, retain, and defend the position of the City’s CDBG lien on the title of the Property as set forth in this subsection (a) unless the City has agreed in writing to a different arrangement within the chain of title and the City has issued its written consent to such a change prior to any such change in title being initiated or put into effect.
(b) No earlier than January 21, 2025, the Subrecipient shall commence Work activities as described in Exhibit B. This commencement date may be amended only with prior written approval by the Housing Director or Designee in conformance with Section 8 (Work Review Conference).
(c) No later than June 30, 2025, the Subrecipient shall complete all Work activities as described in Exhibit B. This completion schedule may be extended only with prior written 493
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approval by the City Housing Director or Designee in conformance with Section 8 (Work Review Conference) but shall in no event be extended beyond December 31, 2025. (d) If the City, in its sole discretion, determines that the Work fails to comply with the Scope of Work standards and requirements described herein, such failure shall constitute an event of default under the CDBG Deed of Trust and CDBG Note and also this CDBG Subrecipient Agreement.

3. Reporting.
(a) Construction Phase: During the rehabilitation construction phase, the Subrecipient shall submit quarterly progress reports to the City describing the progress made towards such rehabilitation activities. The quarterly reports shall be submitted to the City within 15 days after the end of each quarter.
(b) On-going reporting: See below – Scope of Work: On-Going Project Operation.

4. Scope of Work: On-Going Project Operation.
(a) For each year of the five (5) year compliance period of the CDBG Covenants the Subrecipient shall own, operate and manage the Property in full compliance with all applicable government codes and laws, and to the full satisfaction of the City. The Subrecipient shall provide housing and related services, benefits and assistance to low- and moderate-income persons / households, in compliance with 24 CFR 570.201 and 24 CFR 570.208 of the federal CDBG regulations, throughout the entire five (5) year compliance period. (b) The Project shall be occupied by income eligible tenants continuously throughout the five (5) year compliance period of the CDBG Covenants, to the satisfaction of the Recipient and HUD. The five (5) year compliance period shall commence upon the date of the recordation of a notice of completion (of construction) issued for the Project. (c) In conformance with the CDBG Covenants: (i) throughout the entire five (5) year of the CDBG Covenants, the Subrecipient shall provide all beneficiary information in a report format and time schedule that (1) is acceptable to the City, and (2) that enables the City to meet all reporting requirements of HUD and the CDBG Program, and (ii) the Subrecipient shall fully assist and cooperate with the City as the City monitors and audits the Project during the five (5) years of the CDBG Covenants. The Subrecipient shall promptly address and resolve all shortcomings of the Project or defects identified by the City to the City’s satisfaction. (d) During the Term of this CDBG Subrecipient Agreement, the Subrecipient shall retain legal ownership of the Property and of all rights, royalties, profits and proceeds generated or caused by the Property.
(f) Reversion of Assets. The five (5) year period set forth in 24 CFR 570.503(b)(7) for 494
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compliance with one or more national objectives shall be included and contained within the five (5) year compliance period established by the CDBG Covenants. 495
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EXHIBIT C

SCHEDULE OF COMPENSATION

1. Compensation. Subject to the terms and conditions of this CDBG Subrecipient Agreement, and pursuant to the CDBG Note, the City shall provide to the Subrecipient the amount of Seven Hundred and Ninety-Two Thousand Nine Hundred and Ninety-Nine Dollars ($792,999) of CDBG Program funds to enable the Subrecipient to pay for eligible rehabilitation costs related to development of the Project. In no instance shall the City be liable for Work costs in excess of $792,999, nor for any unauthorized or ineligible costs. The Subrecipient shall not obligate or expend the funds for any purpose other than for the rehabilitation work set forth herein. Payment for the foregoing shall be in accordance with the following procedure:
(a) Concurrently with this CDBG Subrecipient Agreement, the Subrecipient shall execute a promissory note in favor of the City in the amount of $792,999 (“CDBG Note”), a deed of trust and assignment of rents (“CDBG Deed of Trust”), and a regulatory agreement and restrictive covenants (“CDBG Covenants”). The CDBG Deed of Trust and the CDBG Covenants shall be recorded prior to any payment of CDBG Program funds from the City to the Subrecipient. The CDBG Deed of Trust and the CDBG Regulatory Agreement shall be subordinated to other liens and regulatory agreements ("Senior Liens") on the Project as described in Section XLI.of this Agreement, but only on condition that all of the following conditions are satisfied:
(i) All of the proceeds of the proposed Senior Lien, less any transaction costs, must be used to provide construction and/or permanent financing for the Development. (ii) The subordination agreement(s) must be structured to minimize the risk that the CDBG Deed of Trust would be extinguished as a result of a foreclosure by the Senior Lender or other holder of the Senior Lien. To satisfy this requirement, the subordination agreement must provide the City with adequate rights to cure any defaults by the Subrecipient, including: (i) providing the City or its successor with copies of any notices of default at the same time and in the same manner as provided to the Subrecipient; and (ii) providing the City with a cure period to cure any default. (iii) The subordination(s) described in this section may be effective only during the original term of the Senior Lien and any refinancing of the Senior Lien.

The Housing Director or Designee is authorized to execute and form of subordination agreement provided by such Senior Lenders and approved as to form by the City Attorney (b) The Subrecipient shall submit a completed Subrecipient Payment Request Form (see attached Exhibit D) with each payment request. Such payment requests may be submitted no more frequently than on a monthly basis. The Subrecipient shall also submit receipts and other documentation that describe the documents, materials, and activities that will be paid for and/or reimbursed with each specific payment request.
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(c) The Subrecipient may not request disbursement of CDBG funds until the funds are needed for payment of eligible costs (i.e., reimbursement of eligible rehabilitation costs). (d) The CDBG Covenants affecting the Project shall provide for the use of the Property as an affordable housing project that benefits low- and moderate-income persons / households for a compliance period of at least five (5) years.

2. Billing. Subrecipient shall submit an invoice and copies of all original supporting documentation to the Recipient at the following address:

CITY OF OXNARD
Housing Department
435 S D Street
Oxnard, CA 93030
Attention: Housing Director

3. Progress Reports. The Subrecipient shall submit quarterly progress reports to the Recipient.

4. Method of Payment. Payment to Subrecipient of the compensation discussed above shall be based on the submittal and approval of an invoice, and based on conformance with this CDBG Subrecipient Agreement during the Term of this CDBG Subrecipient Agreement. The final disbursement of $1 will occur after final inspection and Project is 100% occupied.

5. Sources and Availability of Funds. It is understood by the parties hereto that the funds being used for the purposes of this CDBG Subrecipient Agreement are funds furnished to the City through HUD pursuant to the provisions of Title 1 of the Housing and Community Development Act of 1974 (42 U.S.C. 5301 et. seq.) (hereinafter referred to as the “Act”). Notwithstanding any other provision of this CDBG Subrecipient Agreement, the liability of the City shall be limited to the CDBG funds that are available. The Subrecipient understands that the City must wait for the release of funds from HUD before grant funds may be advanced or reimbursed. The City shall incur no liability to the Subrecipient, its officers, agents, employees, suppliers, or contractors for any delay in making any such payments, unless such delay is caused by City’s intentional misconduct.

6. Relationship to Grant Agreement. The Subrecipient acknowledges and agrees that this CDBG Subrecipient Agreement is subject to the obligations and limitations imposed on the City by the grant agreement for the CDBG Program (“Grant Agreement”) executed by HUD and the City, and by all future amendments to the Grant Agreement, and that this CDBG Subrecipient Agreement is intended to be in conformance and harmony with the Grant Agreement. The Subrecipient further acknowledges that if the Grant Agreement is terminated by the United States Government prior to the implementation by appropriation and/or funding of this CDBG Subrecipient Agreement, then the City shall have the right to terminate or amend this CDBG Subrecipient Agreement by giving 497
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written notice of the termination or amendment of the Agreement to the Subrecipient. The Subrecipient hereby expressly agrees to the provisions of the Grant Agreement and further expressly agrees that nothing in this CDBG Subrecipient Agreement shall be deemed to require the City to perform an obligation in conflict with the Grant Agreement. The Subrecipient further agrees that the City’s right to enter into amendments to the Grant Agreement is not, and shall not be restricted or impaired, in any way, by this CDBG Subrecipient Agreement.

4. Reimbursement of Improper Expenditures. If at any time within applicable statutory periods of limitation it is determined by the City or by HUD or its duly authorized representatives, or by the United States Secretary of Treasury or duly authorized representatives that funds provided for under the terms and conditions of this CDBG Subrecipient Agreement have been used by or on behalf of the Subrecipient in a manner or for purposes not authorized or prohibited by the Act or regulations adopted pursuant thereto the Subrecipient shall, at the City’s request, pay to the City an amount equal to one hundred percent (100%) of the amount improperly expended. 498
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EXHIBIT D

SUBRECIPIENT PAYMENT REQUEST FORM
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EXHIBIT E

INSURANCE

INSURANCE REQUIREMENTS FOR CONSTRUCTION PROJECTS
(WITH BUILDER’S RISK REQUIREMENT)

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

1. Contractor shall, prior to performance of any services, file with the Risk Manager certificates of insurance with original endorsements effecting coverage required by this Exhibit INS-E. 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 500
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certificates of insurance and endorsements shall be sent via email. If you have not received your request or are having difficulty with electronic upload, contact [email protected]

2. Contractor agrees that all insurance coverages shall be provided by a California admitted insurance carrier with an A.M. Best rating of A:VII or better 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.

3. Contractor agrees that the Commercial General Liability and Business Automobile Liability Insurance policies shall be endorsed to name City, its City Council, officers, employees and volunteers as additional insureds as respects: liability arising out of activities performed by or on behalf of Contractor; products and completed operations of Contractor; premises owned, occupied or used by Contractor; or automobiles owned, leased, hired or borrowed by Contractor. The coverage shall contain no special limitations on the scope of protection afforded to City, its City Council, officers, employees and volunteers. The General Liability Special Endorsement Form and Automobile Liability Special Endorsement Form attached to this Exhibit INS-E 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).

4. The coverages provided to City shall be primary and not contributing to or in excess of any existing City insurance or self-insurance coverages (this must be endorsed). 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.

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

6. All insurance standards applicable to Contractor shall also be applicable to Contractor’s subcontractors. Contractor agrees to maintain appropriate agreements with subcontractors and to provide proper evidence of coverage upon receipt of a written request from the Risk Manager. 1/23
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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 general liability and automobile liability insurance policies and must be attached to the applicable certificate of insurance. City preference is that you use the endorsement forms which are attached. Substitute forms will be accepted, however, as long as they include provisions comparable to the sample accord form.

INS-E.doc
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RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:

CITY OF OXNARD
Housing Department
435 S D Street
Oxnard, CA 93030
Attention: Housing Director
No recording fee pursuant to California
Government Code Section 27383
APN: 200-0-082-220 AND 200-0-082-230 SPACE ABOVE THIS LINE FOR RECORDER’S USE

CITY OF OXNARD CDBG REGULATORY AGREEMENT

AND RESTRICTIVE COVENANTS
These CITY OF OXNARD CDBG REGULATORY AGREEMENT AND
RESTRICTIVE COVENANTS (“CDBG Covenants”) are made and entered into on or about _______________, 2025, by and between the City of Oxnard, a municipal corporation (the “City” or “Recipient”), and Casa Aliento LP, a California limited liability partnership (the “Subrecipient").

RECITALS
A. The City is a Participating Jurisdiction in the funding programs of the federal Department of Housing and Urban Development (“HUD”), and has received funds from HUD pursuant to the Community Development Block Grant program (“CDBG Program”) to be used pursuant to applicable federal regulations (24 CFR Part 570).

B. Subrecipient owns that certain real property located at 1245 N. Oxnard Blvd., Oxnard, California 93030, as more particularly described in Exhibit A (the “Property”), upon which Subrecipient intends to rehabilitate and convert an existing motel into sixty-nine (69) units of permanent supportive rental housing for persons experiencing homelessness or who are at-risk of homelessness and one (1) manager’s unit (the “Project”).

C. The City has provided a loan to the Subrecipient in the amount of Seven Hundred and Ninety-Two Thousand Nine Hundred and Ninety-Nine Dollars ($792,999) for the purpose of assisting the Subrecipient with the costs of rehabilitation work related to Subrecipient’s development of the Project (the “Work”).

D. The City and the Subrecipient wish to assure that the Project will be rented continuously to Income-Eligible households experiencing Homelessness or who are at-risk of Homelessness 506
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with incomes at or below 50% of the area median income for Ventura County in conformance with these CDBG Covenants for the entire Term of these CDBG Covenants, as defined below.

E. The purpose of these CDBG Covenants is to regulate and restrict the occupancy, rents, operation, ownership, and management of the Project and its affordable housing units. These CDBG Covenants are intended to run with the land and be binding on the Subrecipient and its successors and assigns in the Property.

F. These CDBG Covenants are subject to the terms and conditions of the CDBG Subrecipient Agreement between the Recipient and the Subrecipient of even date herewith.

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged the parties and agree as follows:

ARTICLE I. DEFINITIONS
Section 1.01 “Term” means the five (5) year compliance period during which the Project must meet the affordability requirements imposed under the CDBG Program, commencing upon the date of the recordation of a notice of completion issued for the Project. Regarding the reversion of assets, the five (5) year period set forth in 24 CFR 570.503(b)(7) for compliance with one or more national objectives shall be included and contained within the five (5) year compliance period established by these CDBG Covenants.

Section 1.02 “CDBG Loan” means the loan of CDBG Program funds in the amount of Seven Hundred and Ninety-Two Thousand Nine Hundred and Ninety-Nine Dollars ($792,999) made by the City to the Subrecipient to assist with payment of the cost of the Work pursuant to the CDBG Subrecipient Agreement and the CDBG Note.

Section 1.03 “CDBG Subrecipient Agreement” means the Subrecipient Agreement for CDBG Grant Funds Between the City of Oxnard and Casa Aliento LP for rehabilitation Costs in Support of Affordable Housing Development in the City of Oxnard executed by and between the Subrecipient and the City concurrently herewith and setting forth the terms and conditions governing the CDBG Loan.

Section 1.04 “CDBG Deed of Trust” means that certain Deed of Trust with Assignment of Rents executed by and between the Subrecipient and the City and recorded concurrently herewith as security for the CDBG Loan with the Subrecipient as trustor and the City as beneficiary, as well as any amendments to, modifications of, and restatements thereto. 507
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Section 1.05 “CDBG Loan Documents” are collectively the CDBG Subrecipient Agreement, the CDBG Note, the CDBG Deed of Trust, and these CDBG Covenants as they may be amended, modified, or restated from time to time, along with all exhibits and attachments to these documents.

Section 1.06 “CDBG Note” means the City of Oxnard Community Development Block Grant Program Promissory Note Secured By Deed Of Trust executed by the Subrecipient concurrently herewith in favor of the City in the amount of Seven Hundred and Ninety-Two Thousand Nine Hundred and Ninety-Nine Dollars ($792,999) ) evidencing the CDBG Loan, which is secured by the CDBG Deed of Trust, as well as any amendments to, modifications of, or restatements thereto.

Section 1.07 “Low-income household” means a household having an income equal to or less than the Section 8 very low-income limit established by HUD (i.e. 50% or less of area median income adjusted for family size by the State Department of Housing and Community Development) pursuant to 24 CFR 570.3.

Section 1.08 “Income Eligible” shall mean individuals and households meeting the income definitions under Sections 1.07.

Section 1.09 “Area Median Income” shall mean the county wide median income in the then currently published guidelines of the U.S. Department of Housing and Urban Development.

Section 1.10 “Homelessness” has the same meaning as defined in Section 578.3 of Title 24 of the Code of Federal Regulation.

Article II. TERMS AND COMPLIANCE
Section 2.01 The Subrecipient’s actions with respect to the Property, the Project and the use of funds from the CDBG Loan shall at all times be in full conformity with all of the requirements of the CDBG Loan Documents.

Section 2.02 These CDBG Covenants shall be effective throughout the Term, as defined above.

Section 2.03 The Subrecipient shall comply with all requirements imposed on projects assisted under the CDBG Program (24 CFR Part 570) in effect on the date that the CDBG Loan is executed by all parties, and as the same may be amended from time to time. 508
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Section 2.04 These affordability requirements shall be covenants running with the land as defined in California Civil Code section 1462. Pursuant to Civil Code section 1468 which governs such covenants, the provisions of these CDBG Covenants shall be binding upon all parties having any right, title, or interest in any of the properties described herein, or any portion thereof and on their heirs, successors in interest and assigns for the Term of these CDBG Covenants. The parties agree that all future deeds or transfers of interest regarding the Property shall show the restrictions of these CDBG Covenants for as long as the Covenants are in effect.

Section 2.05 The Subrecipient, by and for itself and any successors in interest, covenants and agrees that for the entire Term of these CDBG Covenants there shall be no sale, lease, rental, occupancy, removal or other transfer of any of the Project’s affordable rental apartment units except for the rental or leasing of individual apartment units to income eligible persons/ households (as defined in Section 1.09 above), or a transfer as permitted in the CDBG Note. The on-site managers’ apartment units are not subject to affordability restrictions. Any sale, lease, rental, occupancy, removal or other transfer of any of the Project’s affordable rental apartment units in violation of these CDBG Covenants shall be void unless authorized by the prior written consent of the City.

Section 2.06 In the event that the Subrecipient ceases to use the Property as an affordable housing project for income eligible persons / households, or if the Property is transferred, assigned, leased, sold, encumbered or foreclosed whether voluntarily or involuntarily within the Term of these CDBG Covenants, without the prior written consent of the City, the Subrecipient shall repay to the City all CDBG funds loaned to the Subrecipient and invested in the Project, subject to a reasonable notice and cure period.

Article III. PROJECT OCCUPANCY AND RENTS
Section 3.01 During the Term of these CDBG Covenants, the Subrecipient shall rent the units in the Project, excluding the managers’ units, to Income-Eligible households experiencing Homelessness or who are at-risk of Homelessness with incomes at or below 50% of the area median income for Ventura County at rent levels consistent with the requirements of 24 CFR 570.201 and 24 CFR 570.208 of the federal CDBG regulations. Non-compliance under the terms of these CDBG Covenants shall constitute an event of default under the CDBG Note and CDBG Deed of Trust, subject to applicable cure periods.

Section 3.02 Pursuant to 24 CFR 8.22 & 8.23 & 8.32, no less than five percent (5%) of the Project’s units shall be constructed as Accessible units (for the physically disabled) and an additional two percent (2%) or more of the Project’s units shall be constructed as Sensory units (for the visual and hearing disabled).
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Section 3.03 The Project’s units, other than the manager’s unit, shall be occupied by Income-Eligible households experiencing Homelessness or who are at-risk of Homelessness with incomes at or below 50% of the area median income for Ventura County within twelve (12) months from the date of issuance of a certificate of occupancy for the Project. Upon the initial occupancy of each individual unit, other than the manager’s unit, the Subrecipient shall provide to the City a Beneficiary Report pursuant to Section 4.01(a) (Beneficiary Report). This 12-month occupancy requirement may not be extended without prior written approval by the City. If all of the Project’s units are not occupied within eighteen (18) months of the date of issuance of a certificate of occupancy for the Project, then this shall constitute an event of default, and the Subrecipient shall repay to the City all CDBG funds loaned to the Subrecipient and invested in the Project.

Section 3.04 Marketing Plan. Prior to occupancy of the Project, the Subrecipient shall submit to the City for approval the marketing plan for the Project, including information on affirmative marketing efforts and compliance with both the federal fair housing laws and the City’s affirmative marketing policy. The City shall approve or disapprove the Project marketing plan within thirty (30) days. If the City does not respond within such 30 days, the marketing plan shall be deemed approved. If the City disapproves the marketing plan, the City shall specify its reasons for disapproval. The Subrecipient shall submit a revised marketing plan within thirty (30) days of the City’s notice of disapproval. The City shall approve or disapprove the revised marketing plan within thirty (30) days of submittal. The City’s disapproval of a revised marketing plan shall constitute an event of default under the provisions of the CDBG Note and the CDBG Deed of Trust.

Article IV. REPORTING AND ON-GOING OPERATIONS
Section 4.01 Beneficiary Report. Immediately upon the initial occupancy of all sixtynine (69) affordable rental units by Income-Eligible households experiencing Homelessness or who are at-risk of Homelessness with incomes at or below 50% of the area median income for Ventura County the Subrecipient shall submit to the Recipient a beneficiary report that provides the tenant household information necessary to enable the Recipient to submit a project completion report into the federal Integrated Disbursement and Information System (IDIS). This beneficiary information is required for the households in all seventy 70) affordable housing units, excluding the manager’s unit.

Section 4.02 On-Going Project Operation. For each year of the Term of these CDBG Covenants, the Subrecipient shall:
(a) Annually submit to and obtain City approval of the rental rate and utility allowance that is used for each of the Project’s affordable housing units. (b) Provide each tenant household with a minimum 30-day notice prior to implementing any rent increase.
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(c) Submit to the City an annual report on the Project’s affordable housing units. At a minimum, this annual report shall provide the following information for each unit:
tenant household name, size and income amount, the rental unit size (number of bedrooms) and address, and the rental / utility rate that was charged for the reporting year.

(d) Affirmative Marketing: Annual reports shall be submitted by the Subrecipient to the City. Each report shall describe the clientele served by the Project (i.e. total number of clients served with respect to race, ethnicity, gender and disability status). Affirmative steps shall be taken (i.e. targeted marketing) with respects to increasing the participation of any underserved or under-represented group(s).

Section 4.03 Inspection, Records and Monitoring
(a) All required reports and supporting materials that are required by these CDBG Covenants shall be retained by the Subrecipient for a period of no less than five (5) years.

The Subrecipient shall make all such reports and materials available to the City or its representative for review and copy within ten (10) days after any request by the City to review such reports. (b) The Subrecipient shall permit the City or its representative to conduct annual compliance monitoring, including performing on-site records review and inspections of the Project development and Property, as required by regulation or reasonably requested by the City. The City shall provide reasonable notice prior to inspection.

Article V. GENERAL
Section 5.01 These CDBG Covenants shall not be subordinate to any deed of trust, agreement and/or other obligations of the Subrecipient concerning the Property, except for Senior Liens described in Section XLI.C of the CDBG Subrecipient Agreement, and may be subordinated in priority only as to other liens and encumbrances otherwise approved in writing by the City.

Section 5.02 Notices required to be sent to the City hereunder shall be sent by certified mail, return receipt requested, to the following address:

CITY OF OXNARD
Housing Department
435 S D Street
Oxnard, CA 93030
Attention: Housing Director
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Notices to Subrecipient shall be to:

CASA ALIENTO LP
3416 Via Oporto, Suite 301
Newport Beach, CA 92663
Attention: Asset Management
With copy to: CASA ALIENTO MERCY HOUSE CHDO LLC
P.O. Box 1905
Santa Ana, CA 92701
Attention: Chief Executive Officer
Section 5.03 The Subrecipient hereby specifically acknowledges and agrees to be bound by the covenants contained herein regarding the affordability of the Project and its affordable housing units.

Section 5.04 These CDBG Covenants may be executed in counterparts and shall be fully effective as if signed by all parties whether or not the signatures of all the parties appear on the original or on any one copy of these CDBG Covenants. [Signature blocks appear on following pages]
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IN WITNESS WHEREOF, the parties hereto have executed these CDBG Covenants as of the day and year first above written.

RECIPIENT: SUBRECIPIENT:

THE CITY OF OXNARD CASA ALIENTO, LP, a California limited partnership

By: Casa Aliento CDP LLC, a California
limited liability company
Its: Administrative General Partner

By: Community Development Partners, a
California benefit corporation,
Its: Manager

Housing Director Kyle Paine, President

APPROVED AS TO FORM: By: Casa Aliento Mercy House CHDO LLC, a California limited liability company
Its: Managing General Partner

By: Mercy House CHDO, Inc., a California
non-profit public benefit corporation
Its: Manager

Stephen Fischer
City Attorney
Lawrence G. Haynes, Jr., Chief Executive
Officer

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A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA )
) ss.

COUNTY OF ____________ )
On _______________________, before me, ______________________, Notary Public, personally appeared , who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.
_______________________________ (Place Notary Seal Above) Signature of Notary Public
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A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA )
) ss.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.
_______________________________ (Place Notary Seal Above) Signature of Notary Public

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A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA )
) ss.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.
_______________________________ (Place Notary Seal Above) Signature of Notary Public
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EXHIBIT A

LEGAL DESCRIPTION
All that certain real property situated in the County of Ventura, State of California, described as follows:

APN: 200-0-082-220 AND APN: 200-0-082-230
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RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:

CITY OF OXNARD
Housing Department
435 S D Street
Oxnard, CA 93030
Attention: Housing Director
No recording fee pursuant to California
Government Code Section 27383
APN: 200-0-082-220 AND APN: 200-0-082-230 SPACE ABOVE THIS LINE FOR RECORDER’S USE

DEED OF TRUST AFFECTING REAL PROPERTY

WITH ASSIGNMENT OF RENTS
(This Deed of Trust contains an acceleration clause)
(Secures CDBG Promissory Note, Subrecipient Agreement,
and Regulatory Agreement)
This DEED OF TRUST WITH ASSIGNMENT OF RENTS (the “Deed of Trust”) is made ____________________,2025 between Casa Aliento LP, a California limited partnership, herein called TRUSTOR, whose address is 3416 Via Oporto, Suite 301, Newport Beach, CA 92663, to Commonwealth Land Title Company, a California corporation, as trustee, herein called TRUSTEE, and the City of Oxnard, a municipal corporation (the “City”), herein called BENEFICIARY, WITNESSETH: That Trustor grants to Trustee in Trust, with Power of Sale, that property located at 1245 North Oxnard Boulevard, in the City of Oxnard, which is located in Ventura County, California, as more particularly described in Exhibit A (the “Property”) attached hereto and incorporated herein by this reference;
Together with the rents, issues and profits thereof, subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues, and profits.

This grant is made for the purpose of securing the performance of each agreement of Trustor incorporated by reference or contained herein; and performance of that certain Subrecipient Agreement For CDBG Grant Funds of even date herewith, that certain City of Oxnard CDBG Regulatory Agreement and Restrictive Covenants of even date herewith, and that certain City of Oxnard Community Development Block Grant Program Promissory Note Secured by Deed of Trust dated __________________, 2025, in the face amount of $792,999 made by Trustor to the order of the Beneficiary. This Deed of Trust secures all obligations of each of the foregoing agreements. Any default in the performance of obligations under any of such agreements is a default under each of the agreements and is a default hereunder, and entitles Beneficiary and Trustee to exercise all rights and remedies herein described.

To protect the security of this Deed of Trust, and with respect to the property above described, Trustor expressly makes each and all of the agreements, and adopts and agrees to perform and be bound by each and all of the terms and provisions set forth in subdivision A, and it is mutually agreed that each and all of the terms and provisions set forth in subdivision B of the fictitious deed of trust recorded in Orange County August 17, 1964, and in all other counties August 18, 1964, in the book and at the page of 518
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Official Records in the office of the county recorder of the county where said property is located, noted below opposite the name of such county, namely:

COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE
Alameda 1288 556 Madera 911 136 San Luis Obispo 1311 137 Alpine 3 130-31 Marin 1849 122 San Mateo 4778 175
Amador 133 438 Mariposa 90 453 Santa Barbara 2065 881
Butte 1330 513 Mendocino 667 99 Santa Clara 6626 664
Calaveras 185 338 Merced 1660 753 Santa Cruz 1638 607
Colusa 323 391 Modoc 191 93 Shasta 800 633
Contra
Costa
4684 1 Mono 69 302 San Diego Series
5 1964 149774
Del Norte 101 549 Monterey 357 239 Sierra 38 187
El Dorado 704 635 Napa 704 742 Siskiyou 506 762
Fresno 5052 623 Nevada 363 94 Solano 1287 621
Glenn 469 76 Orange 7182 18 Sonoma 2067 427
Humboldt 801 83 Placer 1028 379 Stanislaus 1970 56
Imperial 1189 701 Plumas 166 1307 Sutter 655 585
Inyo 165 672 Riverside 3778 347 Tehama 457 183
Kern 3756 690 Sacramento 5039 124 Trinity 108 595
Kings 858 713 San Benito 300 405 Tulare 25300 108
Lake 437 110 San
Bernardino
6213 768 Toulumne 177 160
Lassen 192 367 San Francisco A-804 596 Ventura 2607 237 Los Angeles T-3878 874 San Joaquin 2855 283 Yolo 769 16 Yuba 398 693
shall inure to and bind the parties hereto, with respect to the property above described. Said Agreements, terms and provisions contained in said subdivisions A and B, (identical in all counties, and attached hereto), are by the within reference thereto, incorporated herein and made a part of this Deed of Trust for all purposes as fully as if set forth at length herein (provided that in the event any said provision is inconsistent with the language in this Deed of Trust, the language of this Deed of Trust shall control), and Beneficiary may charge for a statement regarding the obligation secured hereby; provided the charge therefore does not exceed the maximum allowed by law.

The Trustor acknowledges receipt of a copy of such provisions of such fictitious deed of trust.

If the Trustor shall sell, convey or alienate said property, or any part thereof, or any interest therein, or shall be divested of his title or any interest therein in any manner or way, whether voluntarily or involuntarily, in a manner not allowed by the agreements secured by this Deed of Trust or without the written consent of the Beneficiary being first had and obtained, Beneficiary shall have the right, at its option, except as prohibited by law, to declare any indebtedness or obligations secured hereby, irrespective of the maturity date specified in any note evidencing the same, immediately due and payable.

The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be made to it at its address hereinbefore set forth.

Exhibit A is attached hereto and incorporated herein.
(Signature appears on following page)
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SIGNATURE OF TRUSTOR
CASA ALIENTO LP, a California limited partnership
By: Casa Aliento CDP LLC, a California limited liability company
Its: Administrative General Partner
By: Community Development Partners, a California benefit corporation
Its: Manager
Kyle Paine, President
By: Casa Aliento Mercy House CHDO LLC, a California
limited liability company
Its: Managing General Partner
By: Mercy House CDDO, Inc., a California non-profit public benefit corporation
Its: Manager
Lawrence G. Haynes, Jr. Chief Executive Officer

520
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A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA )
) ss.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.
_______________________________ (Place Notary Seal Above) Signature of Notary Public

521
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EXHIBIT A

LEGAL DESCRIPTION
All that certain real property situated in the County of Ventura, State of California, described as follows:

PARCELS 1 AND 2, OF PARCEL MAP NO. 22-300-04, IN THE CITY OF OXNARD, COUNTY OF VENTURA, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 74, PAGES 9, 10 AND 11,

OF INCLUSIVE, OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

APN: 200-0-082-220 AND APN: 200-0-082-230

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CITY OF OXNARD

COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM

PROMISSORY NOTE SECURED BY DEED OF TRUST
$792,999 Oxnard, California ________, 2025
FOR VALUE RECEIVED, Casa Aliento LP, a California limited partnership (“Subrecipient”), whose address is 3416 Via Oporto, Suite 301, Newport Beach, CA 92663, hereby promises to pay to the order of the City of Oxnard, a municipal corporation (“City”), whose address is 435 South D Street, Oxnard, California 93030, the principal amount equal to Seven Hundred and Ninety-Two Thousand Nine Hundred and Ninety-Nine Dollars ($792,999), or so much thereof as may be advanced by City to Subrecipient, together with interest thereon, as set forth below.

1. PURPOSE. In order to assist Subrecipient in developing sixty-nine (69) units of permanent supportive rental housing for persons experiencing homelessness or who are at-risk of homelessness and one (1) manager’s unit located at 1245 N. Oxnard Blvd, Oxnard, California (“Project”), City has agreed to loan to Subrecipient the amount of Seven Hundred and Ninety-Two Thousand Nine Hundred and Ninety-Nine Dollars ($792,999) to cover the costs of rehabilitation activities in furtherance of the Project, which amount is derived from funds received by the City from the United States Department of Housing and Urban Development through the Community Development Block Grant Program (“CDBG Funds”).

2. SUBRECIPIENT’S OBLIGATION. This promissory note (“Note”) evidences Subrecipient’s obligation to pay City the principal amount of Seven Hundred and Ninety-Two Thousand Nine Hundred and Ninety-Nine Dollars ($792,999)) (“Loan”) for the CDBG Funds loaned to Subrecipient by City for the specific uses designated in that certain Subrecipient Agreement for CDBG Grant Funds by and between Subrecipient and City of even date herewith (“Subrecipient Agreement”) and that certain CDBG Regulatory Agreement and Restrictive Covenants by and between Subrecipient and City of even date herewith (“Regulatory Agreement”). This Note is secured by a Deed of Trust and Assignment of Rents by Subrecipient in favor of City of even date herewith (“Deed of Trust,” and collectively with this Note, the Subrecipient Agreement and the Regulatory Agreement, the “CDBG Loan Documents”).

3. INTEREST. Subject to Section 4, this Note shall bear simple interest at the rate of three percent (3%) per annum from the date of the first disbursement under the Subrecipient Agreement. Interest is not compounding.

4. DEFAULT INTEREST. In the event of default by Subrecipient of any of its obligations under the CDBG Loan Documents, Subrecipient shall pay to City interest on the outstanding principal of this Note, at an annual rate equal to the lesser of (i) ten percent (10%) or (ii) the highest interest allowed by law, in addition to the interest rate provided in Section 3 above, from the date of the event of default until the date that the event of default is cured or the Loan is repaid in full. The default interest shall be paid monthly and is due to the City on the first day of each month.
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5. AMOUNT AND TIME OF PAYMENT. The principal and interest of the Loan shall be due and payable on the earlier of: (a) fifty-five (55) years from the date of the recordation of a notice of completion issued for the Project, or (b) the date the Property is sold or otherwise transferred, except, if Subrecipient is a limited partnership and the affordability covenants are maintained for the duration of the original City affordability period, for a transfer to the general partner(s) of the Subrecipient or, a City approved affiliate thereof, or (c) Subrecipient has failed to commence Project activities as set forth in Section VII of the Subrecipient Agreement, or (d) an event of default by Subrecipient which has not been cured as within thirty (30) days after notice thereof by City or such longer period if so specified by the City. Annual loan payments on the Loan shall be made in accordance with Section 7 hereof. In the event of default by Subrecipient which has not been cured as provided herein, the principal and all current and accrued interest shall be due and payable in accordance with Section 9 of this Note. In any event, the principal and all current and accrued interest shall be due and payable no later than December 31, 2080.

6. DEFINITIONS. Unless otherwise defined, all capitalized terms in this Note shall have the definition ascribed to such terms in the Subrecipient Agreement. a. “ANNUAL FINANCIAL STATEMENT" means the financial statement for each calendar year prepared at Subrecipient’s expense and prepared under accounting principles generally accepted in the United States of America and audited by Certified Public Accountants reasonably acceptable to City, which shall form the basis for determining the Residual Receipts.
b. "ANNUAL OPERATING EXPENSES" means with respect to a particular calendar year the following costs reasonably and actually incurred for operation and maintenance of the Project, using generally accepted accounting principles:
debt service currently due on a non-optional basis ( excluding debt service due from Residual Receipts, cash flow or surplus cash of the Development) on loans associated with development of the Project and approved by the City; property and other taxes and assessments imposed on the Project; premiums for property damage and liability insurance; utility services not paid for directly by tenants, including water, sewer, trash collection, gas, and electricity; maintenance and repair, including but not limited to, pest control, landscaping and grounds maintenance, painting and decorating, cleaning, common systems repairs, general repairs, janitorial supplies and maintenance oversight fee; any annual license or certificate of occupancy fees required for operation of the Project; general administrative expenses including, but not limited to, advertising and marketing, security services and systems, professional fees for legal, audit, accounting and tax returns; bookkeeping fees, property management fees not to exceed eight percent (8%) of Gross Revenues from the Project plus reimbursements including on-site manager costs and reimbursements which are standard in the industry; any fees or costs in connection with resident/social services provided to tenants; social services oversight fee in a reasonable amount given comparable fees for such services at that time; cash deposited into a reserve for capital replacements of Project 524
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improvements in such reasonable amounts as are approved by Senior Lenders to the Project, any current and accrued fee for managing the Subrecipient entity, paid to the manager of the Subrecipient, in an annual amount of Twenty Thousand Dollars ($20,000) a year (or partial year) of the Project’s operations, increasing annually by three percent (3%); payment of any previously unpaid portion of the Development Fee due (with interest at a rate not to exceed the applicable federal rate) not exceeding a cumulative amount of the Development Fee as allowed by HCD; cash deposited into an operating reserve in such reasonable amounts as are approved by Senior Lenders to the Development; extraordinary operating costs specifically approved by the City; and other ordinary and reasonable operating expenses not listed above. Annual Operating Expenses shall not include the following: depreciation, amortization, depletion or other non-cash expenses or any amount expended from a reserve account. The Annual Operating Expenses shall be reported in the Annual Financial Statement.
c. “GROSS REVENUE” means for each calendar year, all revenue, income, receipts, and other consideration actually received by Subrecipient from operation and leasing of the Project. Gross Revenue includes, but is not limited to: (i) all rents, fees and charges paid by tenants, payments or other rental subsidy payments received for the dwelling units, deposits forfeited by tenants, all cancellation fees, price index adjustments and any other rental adjustments to leases or rental agreements resulting in actual income to Subrecipient; (ii) the proceeds of business interruption or similar insurance; (iii) the proceeds of casualty insurance to the extent not utilized to repair or rebuild the Project (or applied toward the cost of recovering such proceeds); (iv) condemnation awards for a taking of part or all of the Project for a temporary period. Gross Revenue shall exclude tenants' security deposits, loan proceeds, capital contributions or other similar advances. d. “RESIDUAL RECEIPTS” in a particular calendar year shall mean the amount by which Gross Revenue exceeds Annual Operating Expenses.

7. PAYMENTS. All accrued interest and principal shall be due and payable in accordance with the terms set forth in Section 5. Commencing on July 1st of the first year after the date of the recordation of a notice of completion issued for the Project, and on July 1st of each year thereafter for the following fifty-five (55) years, Subrecipient shall make an annual Loan payment as follows: (i) while the loans to Subrecipient from the California Department of Housing and Community Development Competitive No Place Like Home Program in the amount of $7,234,582 (the “Competitive NPLH Loan”), the California Department of Housing and Community Development Non-Competitive No Place Like Home Program in the amount of $1,600,109 (the “Non-Competitive NPLH Loan”) and the County of Ventura HOME-ARP Program in the amount of $1,000,000 (the “HOME-ARP Loan”) are outstanding, (7.46%) of fifty percent (50%) of Residual Receipts for the previous calendar year; and (ii) at such time as the Competitive NPLH Loan, the Non-Competitive NPLH Loan and the HOME-ARP Loan have been fully satisfied, (100%) of fifty percent (50%) of Residual Receipts for the previous calendar year (each, an “Annual Payment”). The Subrecipient shall provide the City with any documentation reasonably requested by the City to substantiate the Subrecipient’s determination of the Gross 525
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Revenue, Annual Operating Expenses, and Annual Payment. The City shall apply all Annual Payments first to accrued interest, and second to principal. In the event that the City determines that there is an understatement in the amount of an Annual Payment due to City, Subrecipient shall promptly pay to City such understatement, but in any event, no later than within twenty (20) days of notice of such understatement. In the event that City determines that there has been an overpayment in an Annual Payment due to City, City shall pay to Subrecipient the amount of overpayment promptly, but in any event, within twenty (20) days of such determination. If contested, Subrecipient has the right to pay under protest and request an audit by an independent CPA. On or before each Annual Payment the Subrecipient shall submit its Annual Financial Statement to City for the preceding calendar year together with the required Annual Payment for the preceding calendar year and each Payment Date thereafter until the Loan is paid in full or otherwise terminated. City shall review and approve the percentage amount to be paid by Subrecipient and the Annual Financial Statement, or request revisions, within sixty (60) days after receipt. In the event City fails to approve or disapprove the Annual Financial Statement within the sixty (60) day period, Subrecipient may request a written determination of approval or disapproval following the expiration of such period. In the event City fails to provide a written determination to Subrecipient within ten (10) days following the receipt of Subrecipient’s request for determination, the Annual Financial Statement shall be deemed approved.

8. PLACE AND MANNER OF PAYMENT. All amounts due and payable under this Note are payable at the office of City at the address set forth above, or at such other place as City may designate to Subrecipient in writing from time to time, in any coin or currency of the United States which on the respective Payment Dates thereof shall be legal tender for the payment of public and private debts.

9. DEFAULT AND ACCELERATION. This Note is secured by the Deed of Trust. All covenants, conditions and agreements contained in the Deed of Trust and the Subrecipient Agreement are hereby made a part of this Note. Subrecipient agrees that the principal and all current and accrued interest, shall, at the option of City, be immediately due and payable upon any event of default as defined in the Subrecipient Agreement which has not been cured pursuant to that Subrecipient Agreement, including without limitation the failure of Subrecipient to make any payment when due. Upon any such event of default, City may exercise any other right or remedy permitted under this Note and the CDBG Loan Documents. Notwithstanding anything to the contrary contained in the CDBG Loan Documents, City hereby agrees that any cure of any event of default made or tendered by Subrecipient's limited partners shall be deemed to be a cure by Subrecipient and shall be accepted or rejected on the same basis as if made or tendered by Subrecipient.

10. PREPAYMENT OF LOAN. No prepayment penalty will be charged to Subrecipient for payment of all or any portion of the Loan amounts prior to the end of the term described herein.

However, prepayment of the Loan during the term of the Regulatory Agreement shall require City approval and shall not affect Subrecipient’s obligations under the Regulatory Agreement. 526
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11. NO OFFSET. Subrecipient hereby waives any rights of offset it now has or may hereafter have against City, its successors and assigns, and agrees to make the payments called for herein in accordance with the terms of this Note.

12. WAIVERS. All presentments, notices of dishonor, and protests are waived by all makers, sureties, guarantors, and endorsers of this Note, if any.

13. CONSENTS AND APPROVALS. Any consent or approval of City required under this Note shall not be unreasonably withheld or delayed.

14. NOTICES. Except as may be otherwise specifically provided herein, any approval, notice, direction, consent request or other action by City shall be in writing and may be communicated to Subrecipient at the principal office of Subrecipient set forth below, or at such other place or places as Subrecipient shall designate in writing, from time to time, for the receipt of communications from City. Copies of all notices which are sent to Subrecipient under the terms of the Loan Documents shall also be sent the additional parties as listed at the address below.

SUBRECIPIENT:

With copy to: Casa Aliento, LP
3416 Via Oporto, Suite 301
Newport Beach, CA 92663
Attn: Asset Management
With copy to: NEF Assignment Corporation, as nominee
10 South Riverside Plaza, Suite 1700
Chicago, Illinois 60606
Attn: General Counsel
And to: Casa Aliento Mercy House CHDO LLC
c/o Mercy House CHDO, Inc.

P.O. Box 1905
Santa Ana, CA 92702
Attn: Chief Executive Officer
And to: Sabelhaus & Strain PC
1724 10th Street, Suite 110
Sacramento, CA 95811
Attn: Stephen A. Strain, Esq.

15. BINDING UPON SUCCESSORS. All provisions of this Note shall be binding upon and inure to the benefit of the successors-in-interest, transferees, and assigns of Subrecipient and City.
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16. GOVERNING LAW. This Note shall be interpreted under and governed by the laws of the State of California, except for those provisions relating to choice of law and those provisions preempted by federal law.

17. SEVERABILITY. Every provision of this Note is intended to be severable. If any provision of this Note shall be held invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.

18. TIME. Time is of the essence in this Note.

19. WAIVER. Any waiver by City of any obligation in these Loan Documents must be in writing. No waiver will be implied from any delay or failure by City to take action on any breach or default of Subrecipient or to pursue any remedy allowed under the Loan Documents or applicable law. Any extension of time granted to Subrecipient to perform any obligation under the Loan Documents shall not operate as a waiver or release from any of the Subrecipient’s obligations under the Loan Documents. Consent by City to any act or omission by Subrecipient shall not be construed to be consent to any other or subsequent act or omission or to waive the requirement for City’s written consent to future waivers.

20. AMENDMENTS AND MODIFICATIONS. Any amendments or modifications to this Note must be in writing, and shall be made only if executed by both Subrecipient and City.

21. NONRECOURSE. Except as expressly provided in the second paragraph of this Section 21, the Subrecipient, and the Subrecipient's partners, officers, directors, employees and agents shall not have any direct or indirect personal liability for payment of the principal of, or interest on, this Note. The sole recourse of the City with respect to the principal of, or interest on, the Note shall be to the property securing the indebtedness evidenced by the Note. However, nothing contained in the foregoing limitation of liability shall (i) limit or impair the enforcement against all such security for the Note of all the rights and remedies of the City, or (ii) be deemed in any way to impair the right of the City to assert the unpaid principal amount of the Note as demand for money within the meaning and intendment of Section 431.70 of the California Code of Civil Procedure or any successor provision thereto.

The foregoing limitation of liability is intended to apply only to the obligation for the repayment of the principal of, and payment of interest on the Note, except as hereafter set forth; nothing contained herein is intended to relieve the Subrecipient of personal liability to the extent of actual damages for (i) Subrecipient's fraud or willful misrepresentation; (ii) the failure to pay taxes, assessments or other charges (which are not contested by the Subrecipient in good faith) which may create liens on the Property that are payable or applicable prior to any foreclosure under the Deed of Trust (to the full extent of such taxes, assessments or other charges); (iii) the fair market value of any personal property or fixtures removed or disposed of by the Subrecipient other than in accordance with the Deed of Trust; (iv) the material misapplication of any proceeds under any insurance policies or awards resulting from condemnation or the exercise of the power of eminent 528
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domain or by reason of damage, loss or destruction to any portion of the Property; (v) the Subrecipient's indemnification obligations under the Subrecipient Agreement; and (vi) payment to the City of any rental income or other income arising with respect to the Property received by the Subrecipient after the City has given notice to the Subrecipient of the occurrence of an event of default and after the expiration of all applicable notice and cure periods, subject to the rights of any City providing a loan secured by the Property to which the City has subordinated the Deed of Trust.
(signature appears on following page)
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IN WITNESS WHEREOF, the Subrecipient has executed this Note as of the day and year first above written.

SUBRECIPIENT:

CASA ALIENTO LP, a California limited partnership
By: Casa Aliento CDP LLC, a California limited liability company
Its: Administrative General Partner
By: Community Development Partners, a California benefit corporation
Its: Manager
Kyle Paine, President
By: Casa Aliento Mercy House CHDO LLC, a California limited liability company
Its: Managing General Partner
By: Mercy House CDDO, Inc., a California non-profit public benefit corporation
Its: Manager
Lawrence G. Haynes, Jr. Chief Executive Officer
530

CITY COUNCIL AGENDA REPORT

INFORMATION/CONSENT AGENDA
AGENDA ITEM NO. K.9
DATE: February 18, 2025
TO: City Council
FROM: Brenda Lopez, Interim Housing Director, (805) 385-8092, [email protected] SUBJECT: CDBG and In-Lieu Loan Agreement for Dolores Huerta Gardens Apartments, a 58-Unit Affordable Rental Project located at 2161 Etting Road.

RECOMMENDATION
That the City Council:

1. Adopt a resolution authorizing the Housing Director or Designee to execute a $268,074 CDBG Loan Agreement (32500404) and a $631,900 In-Lieu Loan Agreement (32500406), and any and all related documents thereto, with Etting Road LLC for the construction of fifty-eight affordable rental units located at 2161 Etting Road; and

2. Approve and authorize a budget appropriation of $631,900 from the Affordable Housing In-Lieu Fees Fund to support the $631,900 In-Lieu Loan Agreement.
(As of the date of this City Council agenda being posted there is not yet an outcome from the Februrary 11, 2025 Community Services, Public Safety, Housing and Development Committee)

BACKGROUND
The Dolores Huerta Gardens (DHG) Apartments, formally known as the Etting Road Apartments, is a 58-unit new construction affordable housing project located at 2161 Etting Road. The developer of DHG is Cabrillo Economic Development Corporation (CEDC), a non-profit housing organization that works to provide affordable for sale or for rent housing to low-income households. The project consists of 19 one-bedroom units, 21 two-bedroom units, and 18 threebedroom units. The project will house 42 farmworker families, 15 veterans, and 1 property manager. The 15 veteran units will consist of 10 disabled veterans and 5 chronically homeless veterans. All of the project’s units will serve households with annual incomes between 30 and 50 percent of the area median income for Ventura County and remain affordable for fifty-five years in accordance with the project’s funding sources.

The project’s design will feature a 2,002 sq ft community building, on-site laundry, a tot lot, and community garden space located in the center courtyard area. In addition, residents will have access to resident and supportive services such as adult education, wellness, and skill building classes and workshops.

CEDC first acquired the DHG project site in September 2015 and received Design Development Review Permit approval for 42 apartments on June 27, 2018 and Density Bonus Permit approval on August 2, 2018, granting them three concessions. The project is located on an All-Affordable Housing Opportunity Program designated site, allowing for a density of up to forty-eight units per acre. On July 1, 2021, CEDC returned to the Planning Commission and received approval for a major modification to their Design Development Review and Density Bonus Permits to increase the number of units from forty-two to fifty-eight units.

CEDC formed Etting Road LLC, a limited liability corporation, with CEDC acting as its sole member and manager, to apply for financing to construct the DHG Apartments. On April 5, 2022 DHG was awarded $1,854,000 in federal HOME 531
funding from the City and on June 30, 2022 CEDC was conditionally awarded 13 Veterans Administration Supportive Housing project-based vouchers from the Oxnard Housing Authority.

Dolores Huerta Gardens secured all necessary funding to develop the project in September 2022 and started construction on May 15, 2023 with an anticipated construction completion date of August 2024. Unfortunately, the project has faced numerous challenges since the project began which has now delayed the completion of the project to May 2025. Some of these challenges include unforeseen environmental conditions, unknown existing public utilities, excessive weather delays, supply chain issues, cost escalation, and additional construction interest costs, which have resulted in the project exhausting all of its construction contingency.

DISCUSSION
The original development budget for DHG was $42,144,074. The development challenges described in the background section of the report have resulted in the development budget increasing to $43,699,487. Because these development challenges were not anticipated, CEDC only secured enough financing to support its original budget, resulting in a financial gap of $1,555,413. The table below provides more information on the project’s current financing commitments.

Development Sources
Perm Loan Tranche A $1,493,900
Perm Loan Tranche B $2,681,300
California Housing and Community Development - Joe Serna Farmworker Program
$5,000,000
California Housing and Community Development - Veterans Housing and Homeless Prevention Program
$2,788,410
City of Oxnard HOME Loan $1,854,000
County of Ventura Loan $380,000
Home Depot Grant $200,000
General Partner Equity $1,500,000
California Housing and Community Development -
Accelerator Program
$26,246,464
Total $42,144,074
To address the funding gap, CEDC has requested $899,974 in funding from the City to assist in closing the gap and complete the development by May 2025. To close the remaining gap, CEDC will either defer their developer fee or apply for Federal Home Loan Bank of San Francisco financing.

On January 21, 2025, City Council approved an amount not to exceed $883,749.80 in Community Development Block Grant (CDBG) funding to support of development of DHG. The final funding amount was contingent on a waiver from the Department of Housing and Urban Development (HUD) allowing funding for retroactive expenses. Since a final determination has not been made and the project must meet its completion deadline, only $268,074 in CDBG program funds will be provided to DHG. This amount is based on CEDC’s estimate of CDBG eligible expenses remaining after January 21, 2025 which does not require a HUD waiver.

In an effort to provide the entire funding requested by CEDC, staff also recommends awarding $631,900 from the City’s Affordable Housing In-Lieu Fund (In-Lieu Fund). The In-Lieu fund is supported by fees collected by the City from developers who receive City Council approval to pay fees in-lieu of complying with the City’s Inclusionary Housing Ordinance. These fees are then used to create affordable housing opportunities in the City by providing loans to developers for the construction of new affordable housing.

The Loan Agreements provide the following terms:

CDBG Loan Agreement

1. Loan Amount of $268,074;

2. The loan will carry a fifty-five year term and charge 3% simple interest; 532

3. Regulatory Agreement term of five-years; and

4. Repayment of the City Loan will be on a residual receipt’s basis.

In-Lieu Loan Agreement:

1. Loan Amount of $631,900;

2. The loan and Regulatory Agreement will carry a fifty-five year term and charge 3% simple interest;

3. Repayment of the City Loan will be on a residual receipt’s basis.

The use of CDBG funds requires all units in the development, except for the manager’s unit, remain affordable for five years and rented to households with incomes at or below 80 percent of the area median income for Ventura County. The use of In-Lieu funds requires six units in the development remain affordable for fifty-five years and require that the units be rented to households with incomes at or below 50 percent of the area median income. However, all of the project’s units will serve households with annual incomes between 30 and 50 percent of the area median income for Ventura County and remain affordable for fifty-five years in accordance with the project’s funding sources.CEDC will also be responsible for submitting annual reports to the Housing Department in an effort to ensure compliance with the terms of the loans and regulatory agreements.

Oxnard City CouncilFebruary 18, 2025

Oxnard City Council
February 18, 2025