Agenda packet — Oxnard City Council, April 29, 2025 (part 3 of 7)

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Construction Surveying: Construction surveying provides the basis for proper placement of improvements. This type of surveying is needed at all stages of the construction process in an effort to ensure that the final product meets all the design requirements for placement, elevation and alignment.

Monument Preservation: This function of surveying involves research to determine the existence of survey points of record, field investigation to locate monuments of record and not of record, setting of reference points, filing of records with the County of Ventura, resetting survey points to replace those missing or destroyed.

SERVICE GROUP CATEGORY 3 - DRAINAGE, HYDROLOGY, HYDRAULIC

ENGINEERING
Drainage, hydrology and hydraulic engineering services may include but not limited to:
● Master Plan of Drainage updates, as well as, the preparation of Capital Improvement Program plans, specifications and bid documents for the design and construction of various street, storm drain, and other facility improvements ● Perform hydraulic, hydrologic, or sediment transport analyses and modeling for the design and maintenance of drainage facilities (pumps, channels, basins, etc.), bridges, culverts, and roadways. Work might involve preparation of the following documents or reports in accordance with the City’s Engineering Design Guidelines and/or Caltrans Local Assistance Procedures Manual:
● Bridge Design Hydraulic Study
● Location Hydraulic Study
● Floodplain Evaluation Report Summary
● Location Hydraulic Study Form
● Preliminary Hydrologic/Hydraulic Review Summary
SERVICE GROUP CATEGORY 4 — DEVELOPMENT PLAN CHECK
Building plan check tasks include, but are not limited to the following:
● plan checking to the current Unified Building Code and other applicable state and local codes including the review of building plans
● structural calculations
● grading plans
● site excavations
● Preparations, erosion control plans
● National Pollution Discharge Elimination System (NPDES) Compliance Infrastructure improvement plan check tasks include but not limited to:

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● plan checking per applicable local, county, state and Federal codes and standards, review of plans for:
● Streets
● Sewers
● Storm drains
● Water mains
● Streetlights
● Landscaping and irrigation
● Traffic control
● Signing and striping
● Traffic signals
● Roundabouts
● Hydrology studies
● Sewer area studies
● Construction cost estimates
Final map plan check tasks include but not limited to:
● Parcel, tract, and final map checking
● Easement and right-of-way documents
● Lot-line adjustments and certificates of compliance.

Provide detailed daily updates on the status of all plan checks received and processed to date in a format acceptable to the City.

Key representatives from the firm must attend monthly meetings (or as required) with City of Oxnard staff to evaluate performance of their services.

A maximum review time for initial plan checks of 10 working days inclusive of transit time to and from the City of Oxnard Service Center, located at 214 S C St, Oxnard, CA 93030.

Second plan checks shall not require more than 10 working days, inclusive of transit time. Each subsequent plan check, if necessary, shall not require more than 5 working days, inclusive of transit time.

The firm shall not provide consulting services to private agencies/developers submitting plans or maps to the City of Oxnard nor engage in activities that could be construed as a conflict of interest with this agreement for professional services.

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EXHIBIT B

PROFESSIONAL SERVICE AGREEMENT
(CITY of Oxnard and Encompass Consultant Group, Inc.)

SCHEDULE OF COMPENSATION

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EXHIBIT C

PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and Encompass Consultant Group, Inc.)

INSURANCE REQUIREMENTS

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

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EXHIBIT D

PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and Encompass Consultant Group, 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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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, 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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EXHIBIT E

PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and Encompass Consultant Group, 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).

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.

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

6. Consultant shall comply with Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Administrative Code Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects 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.

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

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

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

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

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

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

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

BETWEEN

THE CITY OF OXNARD AND PSOMAS
By This On-Call Professional Services Agreement (“Agreement”), the City of Oxnard (“City”) agrees to engage the Services of Psomas (“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 OMMITTED]

2. SUMMARY DESCRIPTION OF SERVICES.

On-call Professional Engineering and Design services, including mechanical, structural, electrical, plumbing, and landscape design and specification.

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.

Psomas, a corporation of the State of California, located at 865 S. Figueroa Street, Suite 3200, Los Angeles, CA 90017.

4. TERM OF AGREEMENT: From: April 30, 2025 To: April 29, 2026 A. Time is of the essence in this Agreement
B. The City shall have the option to exercise (4) consecutive (1) one-year term extensions, in accordance with the scope of work and terms and conditions of

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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 Policy

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

City Designated Representative
Name: Abe Anbessaw
Title: Engineering Division Manager
Phone: 805-890-9916
Email: [email protected]
Address: 305 W. 3rd Street, Oxnard, CA
93030
Consultant Designated Representative
Name: Jeff Chess
Title: Vice President/Principal/Project
Manager
Phone: (661) 705-4412
Email: [email protected]
Address: 27200 Tourney Road, Suite 400,
Santa Clarita, CA 91355
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.

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 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

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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 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

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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 Consultant 's work by City shall not operate as a release of the Consultant from such standard of care and workmanship.

19. STANDARD OF PERFORMANCE; WARRANTY. Consultant agrees to perform all Services required by this Agreement in a professional and competent manner, in accordance with the degree of skill and diligence which is normally employed by reputable professionals performing similar Services under similar conditions in the same or similar locality. Such Services shall also be performed in a manner which is reasonably satisfactory to City Project Manager, or designee (hereinafter the “Project Manager”), provided that discretion in determining what is satisfactory shall not alter the foregoing standard of care.

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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 or Task Order; and Consultant shall, upon completion of all work or termination of this Agreement, submit to the City all information developed in the course of the Consultant 's services. Consultant shall, in such time and in such form as the City may require, furnish reports concerning the status of Services required under this Agreement. Consultant shall, upon request by City and upon completion or termination of this Agreement, deliver to the City all material furnished to Consultant by the City.

C. Records and Inspections. The Consultant shall maintain full and accurate records, with respect to all Services and matters covered under this Agreement.

Books and records pertaining to costs shall be kept and 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.

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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.

If Consultant is granted such access to confidential information, Consultant shall not be considered to be a member of the public as that term is used in Government Code Section 7920.515.

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

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

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

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or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this Section.

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

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

Such insurance must be issued by a company satisfactory to the Risk Manager. Consultant shall, before performance of any Services pursuant to this Agreement, file with the Risk Manager evidence of insurance coverage as specified in “Exhibit C”. Maintenance of insurance coverages by Consultant is a material element of this Agreement. Consultant’s failure to maintain or renew insurance coverages or to provide renewal evidence shall be considered a material breach of this Agreement.

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

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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. [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 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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Parties shall each submit one name from mediators listed by the American Arbitration Association, the California State Board of Mediation and Conciliation, or other agreed-upon service. The mediator shall be selected by a “blindfold” process. The cost of mediation shall be borne equally by both Parties. Neither Party shall be deemed the prevailing Party.

No Party shall be permitted to file a legal action without first meeting in mediation and making a good faith attempt to reach a mediated settlement. The mediation process, once commenced by a meeting with the mediator, shall last until Agreement is reached by the Parties but not more than sixty (60) calendar days, unless the maximum time is extended in writing by both Parties.

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

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

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

35. AUDIT. City shall have the option of inspecting, auditing and/or reproducing all records and other written materials used by Consultant in preparing its billings to City as a condition precedent to any payment to Consultant, or for other purposes relating to the Agreement.

Consultant will promptly furnish all documents requested by City. Additionally, if this Agreement is in excess of $10,000, the State Auditor may examine and audit Consultant for a period of 3 years after final payment under the Agreement. Regardless of whether a State audit is permitted, Consultant shall maintain and preserve all such records for a period of at least 3 years after final payment under the Agreement or until an audit has been completed and accepted 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

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copy of this Section in all contracts with its subcontractors, and Consultant shall be responsible for immediately obtaining those records or other written material from its subcontractors upon a request by the State Auditor and/or City.

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

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

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

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

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

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

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extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agreement will continue in full force and effect and be enforceable.

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

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

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

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

47. INCONSISTENT OR CONFLICTING TERMS. In the event of any contradictions or inconsistencies between any attached documents or exhibits incorporated by reference herein and the provisions of the Agreement itself, the terms of the Agreement shall control.

Any exhibit that is attached and incorporated by reference shall be limited to the purposes for which it is attached, as specified in this Agreement. Any contractual terms or conditions contained in such exhibit imposing additional obligations on the City are not binding upon the City and City’s Designated Representative unless specifically 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

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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 PSOMAS

☐Luis Mc Arthur, Mayor2 Date Jeff Chess, Date
☐Jennifer Yates, Purchasing Manager3 Vice President

Nick Tarditti,4 Date
CFO
ATTEST:

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

Stephen M. Fischer, Date
City Attorney (always required)
2 The City Council must authorize and the Mayor must execute any agreement over $220,000. 3 The Purchasing Agent may execute any authorized agreement up to $220,000. 4 The City requires the following for any contract:
● For a corporation, the signatures of the Board President, CEO or Vice President and of the Board Secretary, Assistant Secretary, CFO or Assistant Treasurer;
● For an LLC, the signatures of at least two managers of the LLC (company directors, not lower-level managers); or ● For a partnership, the signature of a partner. If the partnership is a limited partnership, the signer must be a general partner.

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 Psomas)

SCOPE OF SERVICES

PROJECT MANAGER:

Name: Abe Anbessaw
Phone: 805-890-9916
Email: [email protected]
This requirement involves the provision of professional engineering and design services, including mechanical, structural, electrical, plumbing, and landscape design and specification.

The consultant shall be capable of providing engineering services for roadway and structures engineering, surveying, hydrology and hydraulic engineering and development plan check where required. In addition to these general tasks, the consultant shall be capable of producing reports, studies, master plans, conceptual designs, specifications, permitting requirements, and budget estimates on an as needed basis. Along with these, the consultant shall provide the full range of supporting services including preliminary studies, public outreach, renderings, drawings, specifications, estimates, scopes of work and other professional services. Utility coordination and design Services to include but not limited to the following:

SERVICE GROUP CATEGORY 1- ROADWAY AND STRUCTURES ENGINEERING Road Engineering. Consultant shall provide Road Engineering services, support and expertise including but not limited to the following: roadway design, drainage systems design, utility identification and relocation, independent checks of roadway design and quantities, project budgeting, and finally project scheduling. Consultant’s technical and administrative approach should be consistent with appropriate County, State and Federal standards.

Structures Engineering: Consultant shall provide Structures Engineering services, support and expertise including but not limited to the following: bridge, culvert, overcrossing, overpass, drainage systems, retaining wall, or any similar type of structure. In most cases, the structure portion of any project is part of a larger project. On rare occasions, a structure will be a separate project.

Subcategory 1.1 — Pavement

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Perform roadway asphalt pavement structural section evaluation, and provide design recommendations for proper application of surface treatment, surface rehabilitation methods as well as full depth reconstruction. These methods may include fog seal, microsurfacing, scrub seal, or asphalt concrete overlay and material testing. Consultant required to submit written reports and recommendations.

Subcategory 1.2 — Structures
Perform structural engineering evaluation and calculations, and provide design recommendations for loading, reinforcement, material type, strength and structures testing.

Consultant required to submit written reports and recommendations.

Subcategory 1.3 — Quality Control/Quality Assurance
Perform quality control/quality assurance reviews that conform to the Caltrans ready to list guide procedures. This process may include plan, specification, and estimate (PS&E) comparisons to ensure the PS&E package is biddable and buildable. Consultant is to submit written reports documenting comments and responses to comments. Further coordination may be required on a project by project basis; emphasis will be placed on the current Caltrans standard plans and specifications and “Greenbook” Standard Specifications for Public Works Construction and Standard Plans for Public Works Construction.

SERVICE GROUP CATEGORY 2 — SURVEYING
Surveying task include but are not limited to the following:

Land Surveying: Land surveys or boundary surveys are the function of locating the property boundaries or right of way of project sites. This type of work may also be referred to as property surveys, boundary surveys, or cadastral surveys.

Topographical Surveying: This type of surveying entails locating objects and measuring the relief, three- dimensional variations of the earth's surface and/or other topographical features.

Detailed information is obtained pertaining to the elevations as well as to the locations of manmade features or improvements and natural features. Topographical maps are prepared to document the survey. This type survey is also referred to as a preliminary survey. Data may be obtained through traditional field survey, aerial photogrammetry, LiDAR, laser scanning, or other methods.

Control Surveying: Control surveys are those made to establish the horizontal and vertical positions of various points. The points are selected so that they form a net over the project site under consideration so as to provide a convenient method to tie planned improvement placement to these points. Methods used will involve the use of GPS, CORS sites, and differing datum's (NAD27, NAD83, NGVD29, or NAVD88).

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Construction Surveying: Construction surveying provides the basis for proper placement of improvements. This type of surveying is needed at all stages of the construction process in an effort to ensure that the final product meets all the design requirements for placement, elevation and alignment.

SERVICE GROUP CATEGORY 3 - DRAINAGE, HYDROLOGY, HYDRAULIC

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● plan checking per applicable local, county, state and Federal codes and standards, review of plans for:
● Streets
● Sewers
● Storm drains
● Water mains
● Streetlights
● Landscaping and irrigation
● Traffic control
● Signing and striping
● Traffic signals
● Roundabouts
● Hydrology studies
● Sewer area studies
● Construction cost estimates
Final map plan check tasks include but not limited to:
● Parcel, tract, and final map checking
● Easement and right-of-way documents
● Lot-line adjustments and certificates of compliance.

Provide detailed daily updates on the status of all plan checks received and processed to date in a format acceptable to the City.

Key representatives from the firm must attend monthly meetings (or as required) with City of Oxnard staff to evaluate performance of their services.

A maximum review time for initial plan checks of 10 working days inclusive of transit time to and from the City of Oxnard Service Center, located at 214 S C St, Oxnard, CA 93030.

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EXHIBIT B

PROFESSIONAL SERVICE AGREEMENT
(CITY of Oxnard and Psomas)

SCHEDULE OF COMPENSATION

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EXHIBIT C

PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and Psomas)

INSURANCE REQUIREMENTS

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EXHIBIT D

PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and Psomas)

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EXHIBIT E

PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and Psomas)

PREVAILING WAGE

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

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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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Agreement A-8154 (2nd Amendment)
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Agreement A-8154 (2nd Amendment)
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Agreement A-8165
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A-8405 (1st Amendment)
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Agreement A-8409 (2nd Amendment)
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Agreement A-8415 (1st Amendment)
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Agreement A-8415 (2nd Amendment)
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CITY COUNCIL AGENDA REPORT

INFORMATION/CONSENT AGENDA
AGENDA ITEM NO. K.7
DATE: April 29, 2025
TO: City Council
FROM: Michael Wolfe, Public Works Director, (805) 385-8055, [email protected] SUBJECT: Multiple Agreements for On-Call Professional Surveying Services.

RECOMMENDATION
That the City Council approve and authorize the Mayor to execute the following Agreements, each with an initial term of one year from April 30, 2025, to April 29, 2026, with an option for four consecutive one-year period extensions ending April 29, 2030, for on-call professional surveying services:

1. Agreement 32500443 Dudek for a total amount not to exceed $500,000;

2. Agreement 32500444 MNS Engineers, Inc. for a total amount not to exceed $500,000; and

3. Agreement 32500445 Omni Design, Inc. for a total amount not to exceed $500,000. (Public Works and Transportation Committee approved 3-0 on April 8, 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 land surveying services, including land title surveys, preparation of plat or maps, field topographic survey, topographic design survey, aerial mapping and photography, research of existing utilities info or base maps, boundary surveys, as-built surveys, construction staking, lot line adjustments, preparation of legal descriptions, and record of survey mapping.

DISCUSSION
On December 4, 2024, the Purchasing Department issued a Request for Proposal (RFP) 25-64 for On-Call Land Surveying Services. The RFP was directly sent to three potential vendors and published on www.PublicPurchase.com as well as the City’s Purchasing website. Proposals were due January 9, 2025, and a total of seven proposals were received from the following vendors:

Dudek Kier & Wright Civil Engineers
and Surveyors, Inc.

Omni Design, Inc.
339
Encompass Consultant Group,
Inc.

MNS Engineers, Inc. Stantec Consulting Services Inc.

KDM Meridian
A rating and selection process of the proposals was then performed by a panel that consisted of the Engineering Division Manager, a Senior Construction Project Manager, 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 three 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 three recommended vendors are capable of successfully performing On-Call Professional Services to the City.

Professional services under these agreements will be composed of task orders for each individual project assigned by the City and under the supervision of a Project Manager. The task order proposal will identify a concise description of the scope of work to be performed by the consultant, the method by which the consultant plans on completing the work, and a schedule for completion of the work. It is the consultant's responsibility to determine the best and most cost-effective method to complete the work so that the assigned task order can be completed to the satisfaction of the City. 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 $500,000, respectively, over five years if all extension options are fully executed. Due to the varying amounts of surveying services required year-to-year, it is difficult to go by historical data for calculating the future need of the on-call agreements. However, based on the anticipated CIP project volume over the next five years, the dollar amount of these agreements should sufficiently cover the level of surveying services needed. 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
The Public Works and Transportation Committee approved 3-0 on April 8, 2025 to approve the staff recommendation and to forward the item for Council approval.

Prepared by: Morgan Kessler, City Engineer

ATTACHMENTS

1. Agreement 32500443 - Dudek

2. Agreement 32500444 - MNS Engineers, Inc

3. Agreement 32500445 - Omni Design, Inc
340

4. Prior Agreements Rate Sheets - Land Surveying Services 341
Agreement No. 32500443

ON-CALL PROFESSIONAL SERVICES AGREEMENT

BETWEEN

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

1. [INTENTIONALLY OMITTED]

2. SUMMARY DESCRIPTION OF SERVICES.

On-call Professional Land Surveying Services to assist the City with surveying including, but not limited to, field surveys of boundaries, topographic survey and mapping, property descriptions, easement plats and right-of-way maps, record of survey, and perform other various types of surveying tasks on all types of engineering design and construction projects within the City.

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

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

3. PARTIES.

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

Dudek, a corporation of the State of California, located at 603 Third Street, Encinitas, CA 92024.

4. TERM OF AGREEMENT: From: April 30, 2025 To: April 29, 2026

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A. Time is of the essence in this Agreement
B. The City shall have the option to exercise (4) consecutive (1) one-year term extensions, in accordance with the scope of work and terms and conditions of this Agreement. Any price negotiations, if allowed, shall be negotiated at the time of contract extension.

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: $500,000.00 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.

City Designated Representative
Name: Petros Gazazyan
Title: Construction Project Manager
Phone: (805) 509-9110
Email: [email protected]
Address: 305 W. 3rd Street, Oxnard, CA
93030, 2nd floor
Consultant Designated Representative
Name: Steven Hochart
Title: Practice Director/Principal in Charge
Phone: (805) 202-0022
Email: [email protected]
Address: 605 Third Street, Encinitas, CA 92024
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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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.

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appropriated sufficient funds and shall automatically terminate at that fiscal year’s conclusion.

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].

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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.

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.

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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.

C. Records and Inspections. The Consultant shall maintain full and accurate records, with respect to all Services and matters covered under this Agreement.

D. Confidentiality. Information that is exempt from disclosure to the public is confidential. This includes information relating to the past, present, or future

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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.

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 nonbreaching Party may terminate this Agreement. Notice shall be given in the manner set forth in section 22.

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.

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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.

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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.

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.

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27. [RESERVED]

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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.

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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.

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.

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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.

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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 DUDEK
☐Luis Mc Arthur, Mayor2 Date Date
☐Jennifer Yates, Purchasing Manager3
Joseph Monaco,
President and CEO
Helder Guimaraes,4 Date
CFO
ATTEST:

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

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

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EXHIBIT A

PROFESSIONAL SERVICE AGREEMENT
(CITY of Oxnard and Dudek)

SCOPE OF SERVICES

PROJECT MANAGER:

Petros Gazazyan
(805) 509-9110
[email protected]
Project tasks shall include, but are not necessarily limited to, those items noted below. If the consultant feels that additional tasks are warranted, they must be clearly identified in the consultant’s proposal.

The Consultant shall ensure the tasks outlined herein are performed by consultants’ own responsible representative or designated alternate. The requirements described in this Section are neither limited nor comprehensive in nature but are the minimum necessary to meet the City’s objectives.

Detailed work procedures are not included in the Scope of Work. The Consultant shall exercise independent, professional judgment and innovation in performance of any services or tasks listed herein in achieving the most effective and efficient design and product. The specific methodology by which the work will be accomplished shall be presented in the proposal. The Consultant is expected to expand on this scope in their proposal by incorporating specific areas of expertise and any other tasks required for a specific project and/or proposal requested. The Consultant’s proposal may include additional work, shown separately in the fee proposal as alternate options, if in the Consultant’s opinion such requirements are reasonable and necessary to meet the intent of this RFP.

The successful Consultant shall, at a minimum, provide all instruments, equipment, tools, personnel, and supervision required to provide the land surveying services as generally described, but not limited, as follows:

Land Surveying Scope of Services

1. ALTA (American Land Title Association) Survey for Land Title Surveys includes:
 The on-site fieldwork required (Monuments, Rights of Way and Access, Lines of Possession and Improvements along the Boundaries, Buildings, Easements and Servitudes, Cemeteries, and Water Features).
 The preparation of a plat or map (Field Locations, Boundary, Descriptions,

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Dimensions, and Closures, Easements, Servitudes, Rights of Way, Access, Documents, and Presentation) showing the results of the fieldwork and its relationship to documents provided to or obtained by the surveyor for Records Research.
 Any other information mentioned and defined in the Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys (Effective February 23, 2021).

2. Field Topographic Survey to locate all surface features of a property, and depict all natural features and elevations including (but not limited to):
 Boundary lines, Buildings and Structures, Street Furniture, Trees, bushes, and vegetation, water channels, Ground heights and contours Drainage features, Water levels, and Utility Poles, etc.

3. Topographic Design Survey of the Field Surveys mentioned.

4. Aerial Mapping and Photography:
 Orthophoto/Orthomosaic
 DEM (Digital Elevation Model)
 3-D Color Point Cloud
 3-D Simplified Texture Mesh
 Contour Lines

5. Research of Existing Utilities Information or Base Maps using the following:
 California Energy Commission (CEC)
 Ventura County Public Works Agency (PWA)
 SoCalGas
 City of Oxnard (per request)

6. Boundary Surveys
Consultant to perform a Boundary Survey to determine:
 Easements for utilities such as water, sewer drainage ways and power lines  Encroachments to driveways, fences to boundary lines.

7. As-Built Surveys

8. Construction Staking

9. LAFCO (Local Agency Formation Commission) Mapping/ Descriptions

10. Lot Line Adjustments/ Lot Mergers

11. Preparation of Legal Descriptions

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12. Record of Survey Mapping/ Corner Records
The scope of work is further expanded to include the following specific tasks as described:
a. Establish horizontal control based on record data.
b. Establish vertical control based on City of Oxnard County benchmarks. c. Perform and provide field topographic, cross-section, survey points, and base maps for engineering design purposes.
d. Obtain record maps and centerline information from the County of Ventura. e. Reduce field data and prepare a topographic map with one (1) foot contour intervals.
f. Plot the location of centerline and right-of-way based on record maps and assessor’s maps.
g. Research and plot utilities within the survey area.

All work shall be performed under the direction of a Registered Land Surveyor, in accordance with the Professional Land Surveyors Act (‘PLSA’), Chapter 15, Article 3, Section 8276 and/or a licensed engineer authorized to perform Land Surveying registered with the State of California under Section 8731 of the PLSA. The surveyor shall maintain professional licenses required by the laws of the State of California at all times while under contract with the City of Oxnard.

Services for each contract will be provided on a negotiated fee basis per each work order or specific project request. No minimum amount of work is guaranteed under these agreements.

Compensation will be based on a not-to-exceed limit agreed upon by both Consultant and City before work begins.

Submittals required from the surveyor may vary depending on a specific project or request.

The surveyor shall be responsible for submittal of, but not limited, to following items described:
a. Unedited files;
b. Converted/ edited files;
c. Traverses and other adjustments;
d. ASCII format (electronic) files;
e. Topographic base maps;
f. Survey maps; and
g. Cut sheets

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EXHIBIT B

PROFESSIONAL SERVICE AGREEMENT
(CITY of Oxnard and Dudek)

SCHEDULE OF COMPENSATION

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EXHIBIT C

PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and Dudek)

INSURANCE REQUIREMENTS

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EXHIBIT D

PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and Dudek)

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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 Dudek)

PREVAILING WAGE

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

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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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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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ON-CALL PROFESSIONAL SERVICES AGREEMENT

BETWEEN
THE CITY OF OXNARD AND MNS ENGINEERS, INC.

By This On-Call Professional Services Agreement (“Agreement”), the City of Oxnard (“City”) agrees to engage the Services of MNS Engineers, Inc. (“Consultant”), and Consultant agrees to perform the Services for City as herein described, for the compensation, during the term, and otherwise subject to the covenants and conditions herein set forth. City and Consultant may be individually referred to as “Party” or collectively as the “Parties.”

1. [INTENTIONALLY OMITTED]

2. SUMMARY DESCRIPTION OF SERVICES.

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

3. PARTIES.

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

MNS Engineers, Inc., a corporation of the State of California, located at 201 N. Calle Cesar Chavez, Suite 300, Santa Barbara, CA 93103.

4. TERM OF AGREEMENT: From: April 30, 2025 To: April 29, 2026

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A. Time is of the essence in this Agreement
B. The City shall have the option to exercise (4) consecutive (1) one-year term extensions, in accordance with the scope of work and terms and conditions of this Agreement. Any price negotiations, if allowed, shall be negotiated at the time of contract extension.

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: $500,000.00 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.

City Designated Representative
Name: Petros Gazazyan
Title: Construction Project Manager
Phone: (805) 509-9110
Email: [email protected]
Address: 305 W. 3rd Street, Oxnard, CA
93030, 2nd floor
Consultant Designated Representative
Name: Chris Vandrey
Title: Project/Contract Manager and Principal
Surveyor
Phone: (805) 722-2179
Email: [email protected]
Address: 201 N. Calle Cesar Chavez, Suite 300,
Santa Barbara, CA 93103
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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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.

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appropriated sufficient funds and shall automatically terminate at that fiscal year’s conclusion.

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].

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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.

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.

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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.

C. Records and Inspections. The Consultant shall maintain full and accurate records, with respect to all Services and matters covered under this Agreement.

D. Confidentiality. Information that is exempt from disclosure to the public is confidential. This includes information relating to the past, present, or future

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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.

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 nonbreaching Party may terminate this Agreement. Notice shall be given in the manner set forth in section 22.

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27. [RESERVED]

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

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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.

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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.

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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 MNS ENGINEERS, INC.
☐Luis Mc Arthur, Mayor2 Date Date
☐Jennifer Yates, Purchasing Manager3
Jeffrey Edwards,
Vice President
Miranda Patton,4 Date
Secretary
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 MNS Engineers, Inc.)

SCOPE OF SERVICES

PROJECT MANAGER:

Land Surveying Scope of Services

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Dimensions, and Closures, Easements, Servitudes, Rights of Way, Access, Documents, and Presentation) showing the results of the fieldwork and its relationship to documents provided to or obtained by the surveyor for Records Research.
 Any other information mentioned and defined in the Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys (Effective February 23, 2021).

3. Topographic Design Survey of the Field Surveys mentioned.

4. Aerial Mapping and Photography:
 Orthophoto/Orthomosaic
 DEM (Digital Elevation Model)
 3-D Color Point Cloud
 3-D Simplified Texture Mesh
 Contour Lines

7. As-Built Surveys

8. Construction Staking

9. LAFCO (Local Agency Formation Commission) Mapping/ Descriptions

10. Lot Line Adjustments/ Lot Mergers

11. Preparation of Legal Descriptions

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Services for each contract will be provided on a negotiated fee basis per each work order or specific project request. No minimum amount of work is guaranteed under these agreements.

Compensation will be based on a not-to-exceed limit agreed upon by both Consultant and City before work begins.

Submittals required from the surveyor may vary depending on a specific project or request.

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EXHIBIT B

PROFESSIONAL SERVICE AGREEMENT
(CITY of Oxnard and MNS Engineers, Inc.)

SCHEDULE OF COMPENSATION

DIRECT EXPENSES Use of outside consultants as well as copies, blueprints, survey stakes, monuments, computer plots, telephone, travel (out of area) and all similar charges directly connected with the work will be charged at cost. Mileage will be charged at the current federal mileage reimbursement rate.

PREVAILING WAGE RATES Rates shown with Prevailing Wage “(PW)” annotation are used for field work on projects subject to federal or state prevailing wage law and are subject to increases per DIR.

OVERTIME Overtime for non‐exempt employees will be charged at 1.5 x hourly rate; overtime for exempt employees and other classifications will be charged at 1 x hourly rate.

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EXHIBIT C

PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and MNS Engineers, Inc.)

INSURANCE REQUIREMENTS

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EXHIBIT D

PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and MNS Engineers, Inc.)

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EXHIBIT E

PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and MNS Engineers, Inc.)

PREVAILING WAGE

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

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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.

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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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ON-CALL PROFESSIONAL SERVICES AGREEMENT

BETWEEN
THE CITY OF OXNARD AND OMNI DESIGN, INC.

By This On-Call Professional Services Agreement (“Agreement”), the City of Oxnard (“City”) agrees to engage the Services of Omni Design, Inc. (“Consultant”), and Consultant agrees to perform the Services for City as herein described, for the compensation, during the term, and otherwise subject to the covenants and conditions herein set forth. City and Consultant may be individually referred to as “Party” or collectively as the “Parties.”

1. [INTENTIONALLY OMITTED]

2. SUMMARY DESCRIPTION OF SERVICES.

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

3. PARTIES.

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

Omni Design, Inc., a corporation of the State of Delaware, with an office located at 1326 Chorro Street, San Luis Obispo, CA 93401.

4. TERM OF AGREEMENT: From: April 30, 2025 To: April 29, 2026

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A. Time is of the essence in this Agreement
B. The City shall have the option to exercise (4) consecutive (1) one-year term extensions, in accordance with the scope of work and terms and conditions of this Agreement. Any price negotiations, if allowed, shall be negotiated at the time of contract extension.

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: $500,000.00 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.

City Designated Representative
Name: Petros Gazazyan
Title: Construction Project Manager
Phone: (805) 509-9110
Email: [email protected]
Address: 305 W. 3rd Street, Oxnard, CA
93030, 2nd floor
Consultant Designated Representative
Name: Juan Pablo Cal y Mayor
Title: CEO and Secretary
Phone: (805) 544-9700
Email: [email protected]
Address: 1326 Chorro Street, San Luis
Obispo, CA 93401
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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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.

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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].

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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.

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.

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

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(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.

C. Records and Inspections. The Consultant shall maintain full and accurate records, with respect to all Services and matters covered under this Agreement.

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.

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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.

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 nonbreaching Party may terminate this Agreement. Notice shall be given in the manner set forth in section 22.

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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.

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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.

27. [RESERVED]

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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.

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37. NONDISCRIMINATORY EMPLOYMENT. Consultant shall not unlawfully discriminate against any individual based on race, color, religion or religious creed, national origin,

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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.

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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 OMNI DESIGN, INC.

☐Luis Mc Arthur, Mayor2 Date David Marchell, CEO Date
☐Jennifer Yates, Purchasing Manager3

Juan Pablo Cal y Mayor,4 Date
Secretary
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 Omni Design, Inc.)

SCOPE OF SERVICES

PROJECT MANAGER:

Land Surveying Scope of Services

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Documents, and Presentation) showing the results of the fieldwork and its relationship to documents provided to or obtained by the surveyor for Records Research.
 Any other information mentioned and defined in the Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys (Effective February 23, 2021).

3. Topographic Design Survey of the Field Surveys mentioned.

4. Aerial Mapping and Photography:
 Orthophoto/Orthomosaic
 DEM (Digital Elevation Model)
 3-D Color Point Cloud
 3-D Simplified Texture Mesh
 Contour Lines

7. As-Built Surveys

8. Construction Staking

9. LAFCO (Local Agency Formation Commission) Mapping/ Descriptions

10. Lot Line Adjustments/ Lot Mergers

11. Preparation of Legal Descriptions

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Services for each contract will be provided on a negotiated fee basis per each work order or specific project request. No minimum amount of work is guaranteed under these agreements.

Compensation will be based on a not-to-exceed limit agreed upon by both Consultant and City before work begins.

Submittals required from the surveyor may vary depending on a specific project or request.

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EXHIBIT B

PROFESSIONAL SERVICE AGREEMENT
(CITY of Oxnard and Omni Design, Inc.)

SCHEDULE OF COMPENSATION

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EXHIBIT C

PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and Omni Design, Inc.)

INSURANCE REQUIREMENTS

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EXHIBIT D

PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and Omni Design, Inc.)

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EXHIBIT E

PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and Omni Design, Inc.)

PREVAILING WAGE

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

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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.

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CITY COUNCIL AGENDA REPORT

INFORMATION/CONSENT AGENDA
AGENDA ITEM NO. K.8
DATE: April 29, 2025
TO: City Council
FROM: Michael Wolfe, Public Works Director, (805) 385-8055, [email protected] SUBJECT: Public Project Agreement 32500478 with Solar Roofing and Energy Storage for Roof Replacement and Interior Abatement at La Colonia Youth Boxing Gym, Specification No. PW 24-94.

RECOMMENDATION
That the City Council approve and authorize:

1. A total of $332,540 in Project funds for the Roof Replacement and Interior Abatement at La Colonia Youth Boxing Gym, 520 E. 1st Street, Specification No. PW 24-94;

2. The Mayor to execute an Agreement with Solar Roofing and Energy Storage in the amount of $255,800 for the Project and approve a Project contingency amount of $51,160 (20%) with Solar Roofing and Energy Storage for a total not to exceed value of $306,960 for the Project; and

3. A Project allocation amount of $25,580 (10%) for engineering, inspection, survey and project management for the Project.
(This item did not originate in Committee as this is a capital improvement project specifically listed in the City's Capital Improvement Program budget, which was previously approved by the City Council.)

BACKGROUND
The Project consists of furnishing all necessary labor, materials, equipment and other incidental and appurtenant Work to complete roof replacement, repairs, and abatement at the Colonia Youth Boxing Gym located at 520 E 1st St.

The roof has significant issues stemming from age, weather, and deferred maintenance. Significant portions of the roof deck are rotted and have become unsafe to walk on for emergency repairs. Due to leaks in the roof, water has entered the building and created environmental issues throughout.

The building conversion to the Colonia Youth Boxing Gym was completed in 1994 and the roof has never been replaced.

A modified bitumen roof of this construction has a useful life expectancy of 10-15 years. This roof is 31 years old and has seen significant deterioration.

The entire roof system requires replacement, which includes: roof decking, insulation, roof membrane, and in some areas roof supporting structure. The existing roof has significant leaks that have had impact on the usability and safety for occupation at the facility. There are areas within the building that have drywall deterioration, mold, and vermin waste, which require removal. This remediation work will be handled during the roof demolition process. With a new roof that does not leak, the commencement of the subsequent capital improvement project for the remodel and restoration of the interior of the Colonia Youth Boxing Gym may commence, bringing back a cherished service to the city's residents.

The work is tentatively scheduled to begin in late May 2025 and continue into late summer 2025 (60 working days), absent any delays for supply chain issues, unforeseen site conditions, or weather. Staff will work closely with the La Colonia Neighborhood Council to keep them informed of the schedule and will also work closely with the neighborhoods 438
and residents directly impacted by the work to keep them informed of the project schedule. General project information will be disseminated to help keep the public informed as well.

Capital Improvement Program (CIP) Reference:

Project No. C2306 – Roof Replacement - Various Facilities - CIP 2025-2029 - Adopted June 4, 2024– Page 56.

DISCUSSION
The Notice Inviting Formal Bids (NIFB) for this project was published on February 6, 2025, in the local VIDA Newspaper. Additionally, the NIFB was posted on multiple online platforms, including the City’s website, and distributed directly to 27 contractors who have registered with the City to be notified of Public Project bids within their license category. All bids were opened on March 12, 2025 and the City received the following:

Solar Roofing and Energy Storage: $255,800
AME Roofing: $489,900
Best Contracting Services, Inc.: $558,491
The lowest bidder is Solar Roofing and Energy Storage and its bid is responsive to the City’s NIFB. Following this determination, procurement staff reviewed all documentation received from Solar Roofing and Energy Storage.

Procurement staff verified possession of required, currently valid licenses, reviewed the federal Occupational Safety and Health Administration (OSHA) website for safety violations, and verified registration with the California Department of Industrial Relations (DIR). Based upon the available information and research performed to date, staff believes that the contractor is capable of satisfactorily completing the project. Thus, staff recommends that the City Council award the contract for this Project to Solar Roofing and Energy Storage.

In addition to the project award amount of $255,800, Staff recommends authorizing $76,740 for the project, which includes $51,160 (20% of the contract cost) for project contingency and $25,580 for the cost of engineering services and City staff (10% of the contract cost). A higher contingency value is often appropriate when repairing and restoring buildings, without well-documented as-builts, that have unpredictable levels of deterioration. As such, it is likely that unforeseen conditions will be more frequently encountered over the course of the work on the Boxing Gym, and a higher contingency amount of 20% is requested to address these as they come up. Engineering services include the following activities during construction: engineering, inspection, survey and project management. These recommendations bring the total estimated cost of the project to $332,540.

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
The total cost for this Project shall not exceed $332,540, which includes the construction agreement, contingency and project allocation. The Roof Replacement - Various Facilities (C2306) has an available project budget balance of approximately $1,632,600 from the General Fund (101).

The ongoing maintenance cost for this Roof Replacement and Interior Abatement at La Colonia Youth Boxing Gym will have a positive impact to the Public Works Facilities Operating Budget as additional damage due to weather will be eliminated.

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

Prepared by: Morgan Kessler, City Engineer
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ATTACHMENTS

1. Agreement 32500478
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Agreement No. 32500478
1 CONSTRUCTION CONTRACT FOR

ROOF REPLACEMENT AND INTERIOR ABATEMENT AT

LA COLONIA YOUTH BOXING GYM
SPECIFICATION NO. PW 24-94

BY AND BETWEEN

THE CITY OF OXNARD
AND SOLAR ROOFING AND ENERGY STORAGE, INC.

THIS CONSTRUCTION CONTRACT (the “Contract”) is made and entered this ______ day of _____________, 2025 (“Effective Date”), by and between the CITY OF OXNARD, a California municipal corporation (“City”) and SOLAR ROOFING AND ENERGY STORAGE, INC. (“Contractor”). Contractor’s license number is 1109997. The City and Contractor are sometimes hereinafter referred to as a “Party” and collectively referred to as the “Parties.”
WHEREAS, the City requires construction of the Roof Replacement And Interior Abatement At La Colonia Youth Boxing Gym Project as more fully described in the bid package issued by the City for Specification No. PW 24-94 (the “Project”); and
WHEREAS, on February 6, 2025, the City issued a Notice Inviting Bids and Contract Documents to prospective bidders for the Project. In response, Contractor submitted a Bid which the City determined to be the lowest responsive and responsible bid; and
WHEREAS, Contractor is a duly organized corporation in good standing in the State of California, and represents that it has the background, knowledge, experience, expertise and resources to perform the Work and other obligations encompassed by this Contract; and WHEREAS, at its meeting held on April 29, 2025, the Oxnard City Council duly accepted Contractor’s Bid Proposal for the Project and directed that a written agreement for the Project be entered into with Contractor; the Public Works Department accepted the Contractor’s Bid Proposal for the Project and directed that a written agreement for the Project be entered into with Contractor; and WHEREAS, in light of the facts set forth above and the certifications made by Contractor as part of its Bid, the City desires to retain Contractor to perform the construction Work for the Project as set forth in this Contract and in the Contract Documents, as hereinafter described.

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

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

1. RECITALS
The Recitals set forth above are true and correct and are hereby incorporated into this Contract by this reference, as though set forth herein.
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2 2. CONTRACT DOCUMENTS; ORDER OF PRECEDENCE
A. Contract Documents. The Contract Documents consist of the following documents, all of which are either attached hereto as exhibits or are incorporated herein by this reference. Said Contact Documents are complementary; what is called for in one is binding as if called for in all, and together constitutes Contractor’s performance obligations:

1. Contract and its attached Exhibits, subject to the limitations in Sections 10 (“Prevailing Wage”) and 24 (“Ambiguities”) with respect to Exhibit “A” (Contractor’s submitted Bid Proposal as accepted by the City);

2. Change Orders issued and approved by the City;

3. Regulatory Permits as may be required by law;

4. Bid Addenda issued by the City;

5. Notice Inviting Bids and Instructions to Bidders;

6. Plans

7. Special Provisions

8. General Provisions

9. Appendices

10. Bid Forms and attachment thereto;

11. Performance Bond;

12. Payment Bond.

3. CONTRACTOR’S OBLIGATIONS
A. Contractor will perform all of the Work required for the Project, as specified in the Contract Documents. Contractor must provide, furnish, and supply all things necessary and incidental for the timely performance and completion of the Work, including all necessary labor, materials, supplies, tools, equipment, transportation, onsite facilities, and utilities, unless otherwise specified in the Contract Documents. Contractor must use its best efforts to diligently prosecute and complete the Work in a professional and expeditious manner and to meet or exceed the performance standards required by the Contract Documents, and to the satisfaction of the Public Works Director or his/her designee (hereinafter the “Project Manager”).

B. Until the acceptance of the Work, the Contractor shall have the responsible charge and care of the Work and of the materials to be used therein, (including materials for which partial payment has been received or materials which have been furnished by the Owner), and shall bear the risk of injury, loss or damage to any part thereof by the action of the elements or from any other cause, whether arising from the execution or from the nonexecution of the Work.

C. The Contractor shall rebuild, repair, restore, and make good all injuries, losses, damages to any portion of the Work or the materials occasioned by any cause before its completion and acceptance, and shall bear the expense thereof. Where necessary to protect the Work or materials from damage, the Contractor shall, at the Contractor’s expense, provide suitable drainage and erect such temporary structures as are necessary to protect the Work or materials from damage.

D. The suspension of the Work from any cause whatever shall not relieve the Contractor of his responsibility for the Work and materials as herein specified. If ordered by the Owner’s Representative, the Contractor shall, at the Contractor’s sole cost and expense, properly store materials which have been partially paid for by the Owner or which have been furnished by the Owner. Such storage by the Contractor shall be on behalf of the Owner, and the Owner shall, at 442
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3 all times, be entitled to the possession of such materials, and the Contractor shall promptly return the same to the site for the work when requested. The Contractor shall not dispose of any of the materials so stored, except with written authorization from the Owner.

E. In an emergency affecting the safety of life or property, including adjoining property, the Contractor, without special instructions or authorizations, is authorized to act at the Contractor’s discretion to prevent such threatened loss or injury, and shall so act as though instructed to do so by the Owner.

F. Notwithstanding the foregoing provisions of this article, the Contractor shall not be responsible for the cost of repairing or restoring damage to the work, which damage is determined to have been proximately caused by an Act of God, in excess of five (5) percent of the contracted amount, provided the work is built in accordance with accepted and applicable building standards and the approved Plans and Specifications.

1. “Acts of God” shall include earthquakes in excess of a magnitude of 3.5 on the Richter Scale, wildfires and tidal waves.

4. LICENSES REQUIRED
A. The Contractor shall possess a valid Class B General Engineering Contractor’s license issued by California State Contractors License Board.

B. If traffic control in a construction zone is required, it must be performed by a State of California Construction Zone Traffic Control Contractor, Specialty License Classification C-31.

C. In accordance with Section 7028.15 of the Business and Professions Code, all Contractors shall be licensed in accordance with the laws of the State of California and any Contractor or Subcontractor not so licensed is subject to the penalties imposed by such laws.

D. The Contractor will also be required to possess a City of Oxnard business license at the time of Contract award.

5. CONTRACT PRICE; PAYMENT AND RETENTION
A. As full and complete compensation for Contractor’s timely performance and completion of the Work in strict accordance with the terms and conditions of the Contract Documents, City will pay Contractor TWO HUNDRED FIFTY-FIVE THOUSAND, EIGHT HUNDRED DOLLARS, ($255,800) (the “Contract Price”) for all of Contractor’s direct and indirect costs to perform the Work, including all labor, materials, supplies, equipment, taxes, insurance, bonds and all overhead costs, in accordance with Contractor’s Bid Proposal (attached hereto as Exhibit “A”) subject to the provisions of this Contract and the Contract Documents.

B. Procedures relating to payment and retention are set forth in the Special Provisions.

6. CONTRACT TIME; NOTICE TO PROCEED; TERM
A. Contract Time. The Work under this Agreement shall be diligently prosecuted to completion before expiration of sixty (60) Working Days, after the issuance of the Notice to Proceed. The City will not issue a Notice to Proceed to the Contractor until this Contract, including payment and 443
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4 performance bonds, insurance documents, business tax certificate have been executed and/or approved by the City.

B. Notice to Proceed. No work, service, material, or equipment shall be performed or furnished under this Contract unless and until a Notice to Proceed has been given to the Contractor by the City. Contractor shall commence Work pursuant to the Contract Documents and as directed by the City in the Notice to Proceed, and diligently execute the same to completion within the Contract Time. Any Work that is done by the Contractor in advance of such time shall be considered as being done at the Contractor’s own risk and responsibility, and as a consequence will be subject to rejection.

C. Term. The Contract is effective as of the Effective Date listed, and shall remain in full force and effect until the Contractor has completed all Work pursuant to the Contract Documents, the City has accepted all Work, and the Contract Term has ended, unless the Contract has been otherwise terminated by the City.

7. DISPUTE RESOLUTION AND CLAIMS PROCEDURES
A. Public Contract Code Section 9204. For purposes of any Public Works Claims filed by a Contractor or Subcontractor (as those terms are defined in Public Contract Code Section 9204) under this Contract, the claims procedures in Public Contract Code Section 9204 (“Section 9204”) and the provisions of this Section shall apply.

1. In the event of a Section 9204 Public Works Claim, Contractor may not stop working pending resolution of the dispute, but must continue to comply with its duty to diligently prosecute the performance and timely completion of the Work during the Section 9204 process.

2. Any Public Works Claims not resolved by the Section 9204 procedures (and/or any tort claims) shall be subject to the provisions of the Government Claims Act (Government Code section 810 et seq.).

B. Public Contract Code Section 20104 et al. For purposes of any Public Works Claims of three hundred and seventy-five thousand dollars ($375,000) or less filed by a Contractor or Subcontractor (as those terms are defined in Public Contract Code Section 9204), the claims procedures in Public Contract Code Section 20104.2 and the provisions of this Section shall apply.

1. In the event of a Section 20104 Public Works Claim, Contractor may not stop working pending resolution of the dispute, but must continue to comply with its duty to diligently prosecute the performance and timely completion of the Work during the Section 20104.2 process.

2. Any Public Works Claims not resolved by the Section 20104.2 procedures (and/or any tort claims) shall be subject to the provisions of Section 20104.4 and the Government Claims Act (Government Code section 810 et seq.).

C. For disputes or claims that do not constitute Public Works Claims, City and Contractor agree to comply with the following process:

1. Each Party shall designate a senior management or executive level representative to negotiate any dispute.
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5 2. The representatives shall attempt, through good faith negotiations, to resolve the dispute by any means within their authority.

3. If the issue remains unresolved after ten (10) days of good faith negotiations, the Parties shall attempt to resolve the disagreement by negotiation between the legal counsel for each Party.

If the above process fails, the Parties may mutually agree to engage in non-binding mediation or arbitration in which the Parties equally share the costs of any mediator or arbitrator, or may proceed with suit or other remedies, subject to the provisions of subparagraph (5) of this Subsection and other applicable provisions and laws.

4. The alternative dispute resolution process set forth herein is a material condition to Contract and must be exhausted as an administrative remedy prior to either Party initiating legal action.

5. The provisions of the Government Claims Act (Government Code section 810 et seq.) are also required prior to initiating suit against the City.

8. TERMINATION OF AGREEMENT FOR CONVENIENCE
A. The City may, by providing thirty (30) days' advance written notice to Contractor, terminate this Agreement in whole or in part, whenever the City shall determine that such termination is in the best interests of the City, or when it becomes impracticable or impossible to proceed, or because of conditions or events beyond the control of the City. Any such termination shall be effected by delivery to Contractor of a Notice of Termination for Convenience, specifying the extent to which performance of Work under this Agreement is terminated, and the date upon which such termination becomes effective. Upon such termination, the obligations of the Contractor for portions of the Work already performed shall continue.

B. Upon receipt of a Notice of Termination for Convenience, the Contractor shall, unless the notice directs otherwise, do the following:

1. Immediately discontinue the Work to the extent specified in the notice.

2. Place no further orders or subcontracts for materials, equipment, services, or facilities, except as may be necessary to complete such portion(s) of the Work that are not to be discontinued.

3. Promptly cancel, on the most favorable terms reasonably possible, all subcontracts to the extent that they relate to the performance of the discontinued portion of the Work.

4. Thereafter do only such Work as may be necessary to preserve and protect the Work already in progress and to protect materials, plants, and equipment on the Project site or in transit thereto.

C. Upon such termination, the Contractor will be paid without duplication for:

1. Work completed in accordance with the Contract Documents prior to the effective date of the Notice of Termination for Convenience;

2. Reasonable costs incurred in settlement of terminated contracts with Subcontractors, suppliers and others; and

3. Reasonable expenses directly attributable to termination.

The Contractor shall submit a final termination settlement proposal to the City no later than ninety (90) days from the effective date of termination, unless extended in writing by the City, upon written request by the Contractor. If the Contractor fails to submit a proposal, the City may determine the amount, if any, due the Contractor as a result of the termination. The City will pay the Contractor the amount it determines is reasonable. If the Contractor disagrees with the amount determined by the City as being reasonable, 445
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6 the Contractor shall provide notice to the City within thirty (30) Days of receipt of payment. Any amount due shall be subject to the dispute resolution provisions set forth in the Contract Documents.

D. Contractor shall include provisions in all of its subcontracts, purchase orders, and other contracts permitting termination for convenience by Contractor on terms that are consistent with this Contract and that afford no greater rights of recovery against Contractor than are afforded to Contractor under this Section.

9. TERMINATION FOR CONTRACTOR’S DEFAULT
A. Default. The City may terminate this Contract for Contractor’s default as set forth in this Section.

The City will consider the Contractor in default of this Contract if, prior to the City’s acceptance of the Work, the Contractor:

1. becomes insolvent, assigns its assets for the benefit of its creditors, is unable to pay its debts as they become due, or is otherwise financially unable to complete the Work;

2. abandons the Work by failing to report to the Work site and diligently prosecute the Work to completion;

3. disregards written instructions from the City or materially violates provisions of the Contract Documents;

4. fails to prosecute the Work according to the schedule approved by the Engineer,

5. disregards laws or regulations of any public body having jurisdiction, or

6. commits continuous or repeated violations of regulatory or statutory safety requirements.

Notices, and other written communications regarding default between the Contractor, the City, and the Surety shall be transmitted in accordance with Section 25 (“NOTICES”) of this Contract.

B. Notice and Opportunity to Cure. The City will issue a written notice to cure the default to the Contractor and its Surety. The Contractor shall commence satisfactory corrective actions within five (5) Working Days after receipt. If the Contractor fails to commence satisfactory corrective action within five (5) Working Days after receipt of the notice to cure, or to diligently continue satisfactory and timely correction of the default thereafter, the City will consider the Contractor in default of the Contract and:

1. will terminate the Contractor’s right to perform under the Contract by issuing a written notice of termination for default to the Contractor and its Surety;

2. may use any materials, equipment, tools or other facilities furnished by the Contractor to secure and maintain the Work site, and

3. may furnish labor, equipment, and materials the City deems necessary to secure and maintain the Job Site;
C. Remedies Cumulative. The provisions of this Section shall be in addition to all other legal rights and remedies available to the City. Termination of this Contract will not relieve the Surety of its obligation for any just claims arising out of the Work performed. 446
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7 10. PREVAILING WAGE
A. Compliance with State Prevailing Wage Requirements. Pursuant to Labor Code Section 1773, the City has obtained the prevailing rate of per diem wages and the prevailing wage rate for holiday and overtime work applicable in Ventura County, California from the Director of the Department of Industrial Relations (DIR) for each craft, classification, or type of worker needed to perform the Work required under this Contract. A copy of these prevailing wage rates are on file at the City’s Finance Department/Purchasing Division and shall be made available for review to any interested party on request. In addition, a copy of the prevailing rate of per diem wages may be obtained via the internet at: http://www.dir.ca.gov/DLSR/PWD. Contractor and all Subcontractors shall pay not less than said specified State of California rates to all workers employed by them in the execution of the Work contemplated by this Contract, including workers performing Work covered by under Labor Code Sections 1720 and 1720.9. Contractor shall be responsible for using the correct and current prevailing wage rates. Contractor shall be solely responsible for using the correct wage decision or determination and performing accordingly. An error on the part of any awarding body does not relieve the Contractor from the responsibility for payment of the correct prevailing wage.

B. Conflict. It is further expressly agreed by and between the Parties hereto that should there be any conflict between the terms of this Section 10 and the provisions of Exhibit “A”, the terms of this Section 10 shall control and nothing herein shall be considered as an acceptance of the terms of Contractor’s Submitted Bid Proposal conflicting with the requirements of this Section 10.

C. Payroll Records. Contractor must comply with the provisions of Labor Code sections 1776 and 1812 and all implementing regulations, including without limitation, those set forth in Title 8 of the California Code of Regulations, Section 16000 et seq. (hereinafter the “Regulations”), which are fully incorporated by this reference, including requirements for electronic submission of payroll records to the DIR.

1. Contractor and Subcontractor Obligations. Contractor and each Subcontractor must keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed in connection with the Work. Each payroll record must contain or be verified by a written declaration that it is made under penalty of perjury, stating both of the following:
a. The information contained in the payroll record is true and correct; and b. Contractor or the Subcontractor has complied with the requirements of Labor Code §§ 1771, 1811, and 1815 for any Work performed by its employees on the Project.

2. Certified Record. A certified copy of an employee’s payroll record must be made available for inspection or furnished to the employee or his or her authorized representative on request, to City, to the Division of Labor Standards Enforcement, to the Division of Apprenticeship Standards of the DIR, and as further required by the Labor Code.

3. Enforcement. Upon notice of noncompliance with Labor Code § 1776, Contractor or Subcontractor has ten days in which to comply with the requirements of this section. If Contractor or Subcontractor fails to do so within the ten-day period, Contractor or Subcontractor will forfeit a penalty of $100.00 per day, or portion a day, for each worker for whom compliance is required, until strict compliance is achieved. Upon request by the Division 447
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8 of Apprenticeship Standards, or the Division of Labor Standards Enforcement, these penalties will be withheld from payments then due to Contractor.

D. Apprentices. Contractor is responsible for compliance with the requirements governing employment and payment of apprentices, as set forth in Labor Code section 1777.5, which is fully incorporated by reference.

E. Notices. Pursuant to Labor Code section 1771.4, Contractor is required to post all Job Site notices, including prevailing wage rates and other notices as required by regulation.

F. Other Labor Requirements. Contractor has the responsibility for and shall comply with all other requirements of California Labor Code Section 1720 et seq., the Regulations, and all other applicable State labor laws. Contractor further acknowledges and agrees that it will be independently responsible for reviewing the applicable laws and regulations and effectuating compliance with those laws. Contractor will require the same of all its Subcontractors.

G. Statutory Penalties. The statutory penalties for failure to pay prevailing wage or to comply with State wage and hour laws will be enforced as follows:

1. Pursuant to Labor Code section 1775, the Contractor and any Subcontractor under it shall forfeit as a penalty to the City not more than two hundred dollars ($200.00), for each calendar day, or portion thereof, for each worker paid less than the prevailing wage rate as determined by the Director of the DIR for such work or craft in which such worker is employed for any public work done under this Contract by it or by any Subcontractor under it. The difference between such prevailing wage rate and the amount paid to each worker for each calendar day or portion thereof, for which each worker was paid less than the prevailing wage rate, shall be paid to each worker by the Contractor.

2. The Contractor or Subcontractor shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each worker employed in the execution of this Contract by the respective contractor or Subcontractor for each calendar day during which the worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of this Subsection. In awarding any contract for public work, Contractor must forfeit to City twenty-five dollars ($25.00) per day for each worker who works in excess of the minimum working hours when Contractor does not pay overtime. In accordance with the provisions of Labor Code Sections 1810 et seq., eight (8) hours is the legal working day.

H. DIR Monitoring. Pursuant to Labor Code § 1771.4, the Contract for this Project is subject to compliance monitoring and enforcement by the DIR.

I. DIR Registration. Pursuant to Labor Code sections 1725.5 and 1771.1, the Contractor and its Subcontractors must be registered with the DIR prior to the execution of a contract to perform public works. By entering into this Contract, Contractor represents that it is aware of the registration requirement and is currently registered with the DIR. Contractor shall maintain a current registration for the duration of the Project. Contractor shall further include the requirements of Labor Code sections 1725.5 and 1771.1 in any subcontract and ensure that all Subcontractors are registered at the time this Contract is entered into and maintain registration for the duration of the Project.
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9 11. LIQUIDATED DAMAGES
If Contractor fails to complete the Work within the Contract Time, City will assess liquidated damages in the amount of FIVE HUNDRED DOLLARS ($500) per day for each Calendar Day of unexcused delay in completion, and such liquidated damages may be deducted from City’s payments due or to become due to Contractor under this Contract.

12. COMPLIANCE WITH LAWS
Contractor shall comply with all Laws applicable to the performance of the Work required by the Contract Documents, including any rule, regulation, or bylaw governing the conduct or performance of Contractor, its employees, officers, board members, agents, independent contractors, and Subcontractors. Unless otherwise specified in the Contract Documents, all required permits and licenses, including a City business license, shall be held or obtained by the Contractor at its sole expense and prior to commencing any Work hereunder.

13. WORKERS’ COMPENSATION CERTIFICATION
Pursuant to Labor Code § 1861, by signing this Contract, Contractor certifies as follows: “I am aware of the provisions of Labor Code § 3700 which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the Work on this Contract.”

14. INSURANCE
Contractor shall procure and maintain at its own expense at all times during the period covered by this Contract (and through the one-year guarantee period following the date of City’s acceptance of the Project) the following policies of insurance as approved by the City’s Risk Manager as set forth in INS-E attached as Exhibit B to this Contract.

15. [RESERVED]

16. TIME OF THE ESSENCE
Time is of the essence in the performance of this Contract.

17. INDEMNIFICATION
A. Notwithstanding the limits of any insurance and to the fullest extent permitted by law, Contractor shall indemnify the City, its elected or appointed officials, officers, agents, volunteers and employees against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, (hereinafter "Claims or Liabilities") that may be asserted or claimed by any person, firm or entity arising or alleged to arise out of or in connection with the performance of the Work, operations, or activities of Contractor, its agents, employees, Subcontractors, or invitees on the Project, or arising or alleged to arise from the acts or omissions of Contractor hereunder, or arising or alleged to arise from Contractor's performance of or failure to perform any term, provision, covenant or condition of this Contract, but excluding such Claims or Liabilities or portion of such Claims or Liabilities arising or alleged to arise from the active negligence, sole 449
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10 negligence, or willful misconduct of the City, its elected or appointed officials, officers, agents, volunteers, or employees, and in connection therewith:

1. Contractor will defend any action or actions filed in connection with any of said Claims or Liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith;

2. Contractor will promptly pay any judgment rendered against the City, its elected or appointed officials, officers, agents, volunteers, or employees for any such claims or liabilities arising or alleged to arise out of or in connection with Contractor's (or its agents', employees', Subcontractors' or invitees') performance of or failure to perform such Work, operations or activities hereunder; and Contractor agrees to save and hold the City, its elected or appointed officials, officers, agents, volunteers and employees harmless therefrom;

3. In the event the City, its elected or appointed officials, officers, agents, volunteers, or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising or alleged to arise out of or in connection with the performance of or failure to perform the Work, operation, or activities of Contractor hereunder, Contractor shall pay to the City, its elected or appointed officials, officers, agents ,volunteers, or employees, any and all costs and expenses incurred by the City, its elected or appointed officers, officials, agents, volunteers, or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees for counsel acceptable to City;

4. Contractor's duty to defend, indemnify, and hold harmless as set out in this Section shall include any claims, liabilities, obligations, losses, demands, actions, penalties, suits, costs, expenses or damages or injury to persons or property arising or alleged to arise from, in connection with, as a consequence of, or pursuant to any state or federal law or regulation regarding hazardous substances, including but not limited to, the Federal Insecticide, Fungicide and Rodenticide Act ("FIFRA"), Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), Resource Conservation and Recovery Act of 1976 ("RCRA"), the Hazardous and Solid Waste Amendments of 1984, the Hazardous Material Transportation Act, the Toxic Substances Control Act, the Clean Air Act, the Clean Water Act, the California Hazardous Substance Account Act, the California Hazardous Waste Control Law or the PorterCologne Water Quality Control Act, as any of those statutes may be amended from time to time.

B. City will timely notify Contractor upon receipt of any third-party claim relating to the Contract, as required by Public Contract Code § 9201. The Contractor's indemnification and defense obligations pursuant to this Section shall survive the termination of this Contract. Contractor shall require the same indemnification from all Subcontractors.

18. THIRD PARTY CLAIMS
The City shall have full authority to compromise or otherwise settle any claim relating to the Project at any time. The City shall timely notify the Contractor of the receipt of any third-party claim relating to the Project. The City shall be entitled to recover its reasonable costs incurred in providing this notice. 450
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11 The Contractor shall not have any authority to compromise or otherwise settle any claim relating to the Project; any effort by the Contractor to do so shall be deemed a breach of the Contract, and the City will not participate in any such compromise or settlement. Within five (5) Calendar Days of the date that the Contractor receives any third-party claim relating to this Project, the Contractor shall provide written notice thereof and a copy of the claim to the City Attorney.

19. CONFLICTS OF INTEREST
The Contractor shall not accept any employment or representation during the Contract Term or within twelve (12) months thereafter that is or may likely make the Contractor “financially interested,” as provided in Government Code Sections 1090 and 87100, in any decisions made by the City on any matter in connection with which the Contractor has been retained pursuant to the Contract Documents.”

20. REPORTS; BOOKS AND RECORDS; AUDIT
A. Upon request by the Project Manager, Contractor shall prepare and submit reports concerning Contractor's performance of the Work required by this Contract.

B. Contractor shall keep such books and records as shall be necessary to perform the work required by this Contract and enable the Project Manager to evaluate the cost and the performance of such Work.

C. Books and records pertaining to costs shall be kept and prepared in accordance with generally accepted accounting principles, and Contractor and its subcontractors shall establish and maintain a financial management system and records that properly accumulate and segregate reasonable, allowable, and allocable incurred Project costs and matching funds by line item for the Project. The Project Manager and his/her designee(s) shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records.

D. Records and supporting documents pertaining to the use of funds paid to Contractor hereunder shall be retained by Contractor and made available to the Project Manager for purposes of performing an audit for a period of five (5) years from the termination of this Contract.

21. NONDISCRIMINATORY EMPLOYMENT
A. The Contractor shall not unlawfully discriminate against any individual based on race, religion or religious creed, color, national origin, ancestry, ethnic group identification, primary language, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, immigration status, citizenship or military and veteran status. The Contractor shall comply with the nondiscrimination mandates of all statutes, ordinances and regulations.

B. For every Subcontractor who will perform Work on the Project, the Contractor shall be responsible for such Subcontractor’s compliance with this Section. The Contractor shall include in the written contract between itself and each Subcontractor a copy of the provisions in this Section and a requirement that each Subcontractor shall comply with those provisions. The Contractor shall be required to take all actions necessary to enforce such contractual provisions and ensure Subcontractor’s compliance. The Contractor shall diligently take corrective action to halt or rectify any failure to comply.

22. MODIFICATIONS AND AMENDMENTS
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12 This Contract may be modified or amended only by written Change Orders as specified in the Contract Documents or a written instrument signed by both Parties.

23. ENTIRE AGREEMENT
A. This Contract supersedes any and all prior or contemporaneous agreements, either oral or written, between the City and Contractor with respect to the subject matter of this Contract.

B. The Contract Documents contain all of the covenants and agreements between the Parties with respect to the subject matter herein, and each Party acknowledges that no representations, inducements, promises, or agreements have been made by or on behalf of any Party, except those covenants and agreements in this Contract and the Contract Documents incorporated herein.

C. No agreement, statement, or promise with respect to the subject matter of the Contract Documents, which is not contained in the Contract Documents, or in a valid modification or amendment to the Contract Documents, shall be valid or binding on either Party.

24. AMBIGUITIES
This Contract is in all respects intended by each Party hereto to be deemed and construed to have been jointly prepared by the Parties and the Parties hereby expressly agree that any uncertainty or ambiguity existing herein shall not be interpreted against either of them. Except as expressly limited by this paragraph, all of the applicable rules of interpretation of contract shall govern the interpretation of any uncertainty or ambiguity of this Contract. Notwithstanding the foregoing, the Parties agree that Exhibit “A” is attached hereto for reference purposes, and to the extent there are any ambiguities, inconsistencies, or conflicts between the terms of this Contract and Exhibit “A”, the terms of this Contract shall control and nothing set forth in Exhibit “A” shall be deemed to supersede any of the provisions of this Contract.

25. NOTICES
A. Any notice to be provided pursuant to this Contract shall be in writing, and all such notices shall be delivered by personal service or by deposit in the United States mail, certified or registered, return receipt requested, with postage prepaid, and addressed to the Parties as follows:

TO CITY: CITY OF OXNARD, Public Works Dept.

Engineering Division
305 W Third St, East Wing, 3rd Fl
Oxnard, CA 93030
Attn: Project Manager / PW 24-94
TO CONTRACTOR: SOLAR ROOFING AND ENERGY STORAGE, INC.
13223 Black Mountain Road, #1308
San Diego, CA 92129
Attn: David Massey, President
B. Notices, payments, and other documents shall be deemed delivered upon receipt by personal service or as of the second (2nd) day after deposit in the United States mail. 452
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13 C. Either Party, or the surety, may change its address by giving notice in writing to all other parties listed above, and thereafter notices shall be addressed and transmitted to such new address.

26. NON-LIABILITY OF CITY OFFICERS AND EMPLOYEES
No officer or employee of the City shall be personally liable to Contractor, or any successor in interest, in the event of any default or breach by the City or for any amount, which may become due to Contractor or to its successor(s), or for any breach of any obligation of the terms of this Contract.

27. REVIEW BY ATTORNEYS
Each Party hereto has had its attorneys review this Contract and all related documents. Each Party hereto has consulted with its attorneys and has negotiated the terms of this Contract based on such consultation.

28. BONDS
Concurrently with the execution of this Contract by the Contractor, and before the commencement of any Work, Contractor shall furnish to the City a Performance Bond, and a Payment Bond (Labor and Materials Bond) each in an amount equal to one hundred percent (100%) of the Contract Price written on the forms included in the Contract Documents. These bonds must remain in force until the later of (a) the expiration of the one-year guarantee period; or (b) one year from the date of completion of the corrective Work.

Such bonds must be issued by a responsible corporate Surety, licensed and authorized to issue such bonds in the State of California.

29. CARE OF WORK
Contractor must adopt reasonable methods during the life of the Contract to furnish continuous protection to the Work, and the equipment, materials, papers, documents, plans, studies, and other components to prevent losses or damages, and will be responsible for all damages, to persons or property, until acceptance of the Work by the City, except those losses or damages as may be caused by the City’s own negligence. The performance of the Work by Contractor or the payment of money by the City shall not relieve Contractor from any obligation to correct any incomplete, inaccurate, or defective Work (including the obligation to remedy any defective Work or materials during the one-year guarantee period after the City’s acceptance thereof) at no further cost to the City.

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

31. OWNERSHIP OF DOCUMENTS
No portion of the Contract Documents may be used for any purpose other than construction of the Project, without prior written consent from City. Contractor is deemed to have conveyed the copyright in any designs, drawings, specifications, Shop Drawings, or other documents (in paper or electronic form) developed by Contractor for the Project, and City will retain all rights to such works, including the right to possession.
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14 32. SUCCESSORS, HEIRS, AND ASSIGNS
Except as otherwise expressly provided herein, this Contract shall be binding upon the successors, endorsees, assigns, heirs, and personal representatives of each of the Parties and, likewise, shall inure to the benefit of the successors, endorsees, assigns, heirs, and personal representatives of each of the Parties. This Contract may not be assigned or transferred by Contractor without the concurrence of the surety and express written consent of the City.

33. GENDER; PLURAL
In this Contract, unless the context clearly requires otherwise, the masculine, feminine and neuter genders and the singular and the plural shall include one another.

34. SEVERABILITY
If any one or more of the sentences, clauses, paragraphs, or sections contained herein is declared invalid, void, or unenforceable by a court of competent jurisdiction, the same shall be deemed severable from the remainder of this Contract and shall not affect, impair, or invalidate any of the remaining sentences, clauses, paragraphs, or sections contained herein.

35. GOVERNING LAW
The validity of this Contract and any of its terms or provisions, as well as the rights and duties of the Parties under this Contract, shall be construed pursuant to and in accordance with California law.

36. CUMULATIVE REMEDIES
Except with respect to rights and remedies expressly declared to be exclusive in this Contract, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default of any other default by the other Party.

37. VENUE
All proceedings involving disputes over the terms, provisions, covenants, or conditions contained in this Contract and all proceedings involving any enforcement action related to this Contract shall be initiated and conducted in the applicable court or forum in Ventura County, California.

38. EFFECTIVENESS OF CONTRACT
This Contract shall not be binding upon the City until signed by the authorized representative(s) of Contractor, approved by the City’s Risk Manager and as to form by the City Attorney, and executed by the authorized City personnel or the Mayor.

39. REPRESENTATIONS OF PARTIES AND PERSONS EXECUTING CONTRACT Each of the Parties to this Contract hereby represents that all necessary and appropriate actions of their governing bodies have been taken to make this Contract a binding obligation of each of the Parties hereto. The persons executing this Contract warrant that they are duly authorized to execute this Contract on behalf of and bind the Parties each purports to represent. 454
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15 40. WAIVER
No delay or omission in the exercise of any right or remedy by a non-defaulting Party on any default under this Contract shall impair such right or remedy or be construed as a waiver. A Party's consent to or approval of any act by the other Party requiring the Party's consent or approval shall not be deemed to waive or render unnecessary the other Party's consent to or approval of any subsequent act. Any waiver by either Party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Contract.

41. INDEPENDENT CONTRACTOR STATUS
Contractor is an independent contractor. All persons working for or under the direction of the Contractor are the Contractor's employees, agents, or subcontractors, and they shall not be deemed agents, servants, or employees of the City.

42. 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. Each counterpart shall be deemed to be a part of this Contract.

43. PROVISIONS REQUIRED BY LAW DEEMED INSERTED
Each and every provision of law and clause required by Law to be inserted in this Contract shall be deemed to be inserted herein and the Contract shall be read and enforced as though it were included herein, and if through mistake or otherwise any such provision is not inserted, or is not currently inserted, then upon application of either Party the Contract shall forthwith be physically amended to make such insertion or correction.

44. ATTORNEY'S FEES
If either Party commences an action against the other Party, whether legal, administrative, or otherwise, arising out of or in connection with this Contract, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. [END OF THIS PAGE – SIGNATURE PAGE FOLLOWS]
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16 IN WITNESS WHEREOF, the Parties have entered into this Contract effective on the date as stated herein and upon signature of all Parties.

CITY OF OXNARD SOLAR ROOFING AND ENERGY STORAGE, INC.
_____
☐ Luis Mc Arthur, Mayora Date David Massey b Date
☐ Purchasing Agent President
_____
Nicholas Massey Date
Assistant Treasurer
ATTEST:

Lourdes A. López, Date
City Clerk (only if Mayor signs)
APPROVED AS TO FORM:
________________________ __________
Stephen M. Fischer Date
City Attorney (always required)
a
The City Council must authorize and the Mayor must execute any agreement over $200,000. The Purchasing Agent may execute any authorized agreement up to $200,000.
b 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.

Exhibit B: Form INS-E: Insurance Requirements.

Exhibit C: [RESERVED] Iran Contracting Act Certification Form (if applicable) Exhibit D: [RESERVED] Disadvantaged Business Enterprises (DBE) and First Tier Subcontractors Form and Instructions (if applicable)
Exhibit E: [RESERVED] Federal Grant Contract Addendum (if applicable) Exhibit F: [RESERVED] Grant Master Agreement (if applicable) EXHIBIT G: Grant of Non-Exclusive Right of Entry Agreement Bonds
The corresponding exhibits and forms contained within follow. 457
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18 EXHIBIT A
CONTRACTOR’S BID PROPOSAL
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20 EXHIBIT B - FORM INS-E: INSURANCE REQUIREMENTS
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.

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

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

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

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

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

7. All insurance standards applicable to Contractor shall also be applicable to Contractor’s subcontractors. Contractor agrees to maintain appropriate agreements with subcontractors and to provide proper evidence of coverage upon receipt of a written request from the Risk Manager.
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21 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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22 SAMPLE

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

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

CODE SUB-CODE COMPANIES AFFORDING INSURANCE COVERAGE

INSURED

COMPANY

LETTER A SPECIFY COMPANY NAMES IN THIS SPACE

COMPANY

LETTER B

COVERAGES

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

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

CO
LTR

TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE

DATE (MM/DD/YY)

POLICY EXPIRATION

DATE (MM/DD/YY)
LIMITS

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

GENERAL AGGREGATE $2,000,000 PRODUCTS COMP/OP AGG. $2,000,000 PERSONAL & ADV. INJURY $2,000,000 EACH OCCURRENCE $2,000,000 FIRE DAMAGE (Any one fire) $
MED. EXPENSE (Any one person) $

A AUTOMOBILE LIABILITY
[x] ANY AUTO

ALL OWNED AUTOS

SCHEDULED AUTOS

HIRED AUTOS

NON-OWNED AUTOS

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

A EXCESS LIABILITY

UMBRELLA FORM

OTHER THAN UMBRELLA FORM
EACH OCCURRENCE $ AGGREGATE $

A WORKERS' COMPENSATION
AND

EMPLOYERS' LIABILITY

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

A OTHER
Errors and omissions insurance or malpractice insurance available for the insured's profession; if architectural, engineering or electrical work will be performed under the Contract, Course of Construction Insurance Minimum coverage $1,000,000
Each consultant/ $500,000
& listed sub-consultant
Course of Construction
Completed Value of Project

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
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. 32500478
23 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

Underwriter=s representative for claims pursuant to this insurance.

CLAIMS:

Name:

Address:

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

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
INS-E.doc
SAMPLE
463
Agreement No. 32500478

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.

6. SCOPE OF COVERAGE. This policy, if primary, affords coverage at least as broad as:
a) Insurance Services Office Automobile Liability Coverage, “occurrence” form CA0001, code ("any auto"); or b) If excess, affords coverage which is at least as broad as the primary insurance form referenced in the preceding section (1). Except as stated above nothing herein shall be held to waive, alter or extend any of the limits, conditions, agreements or exclusions of the policy to which this endorsement is attached.

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

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

Signature
(original signature required)
Telephone: ( ) Date Signed
SAMPLE
464
Agreement No. 32500478

EXHIBIT C
[RESERVED]
Iran Contracting Act Certification Form
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Agreement No. 32500478

EXHIBIT D
[RESERVED]
Disadvantaged Business Enterprises and First Tier Subcontractors Form and Instructions
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Agreement No. 32500478

EXHIBIT E
Federal Grant Contract Addendum
[RESERVED]
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Agreement No. 32500478

EXHIBIT F
Federal Grant Master Agreement
[RESERVED]
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Agreement No. 32500478

EXHIBIT G

AGREEMENT MUST BE SIGNED BY AWARDED CONTRACTOR WHEN STAGING IN THE

CITY PROPERTY

GRANT OF NON-EXCLUSIVE RIGHT OF ENTRY AND INDEMNIFICATION AGREEMENT

BY AND BETWEEN THE CITY OF OXNARD AND
SOLAR ROOFING AND ENERGY STORAGE, INC.

THIS RIGHT OF ENTRY AND INDEMNIFICATION AGREEMENT (the “Agreement”), is made and entered into by and between the City of Oxnard, a municipal corporation located in the County of Ventura, State of California, hereinafter referred to as the “Grantor”, and SOLAR ROOFING AND ENERGY STORAGE, INC., a California corporation, hereinafter referred to as the “Grantee.” Grantor and Grantee are sometimes hereinafter referred to individually as “Party” and collectively referred to as the “Parties.”
RECITALS:

WHEREAS, the Grantor is the owner of certain properties located in the City of Oxnard, Assessor’s Parcel Numbers _________________, as more particularly described in Attachment A attached hereto and incorporated herein by this reference (the “Subject Property”); and WHEREAS, Solar Roofing and Energy Storage, Inc. is planning to secure a temporary nonexclusive right of entry on City of Oxnard property; and WHEREAS, Grantor will procure an agreement with Grantee who will utilize the Subject Property for staging of construction equipment, materials, office trailer, vehicle parking and portable restrooms with overnight security; and
WHEREAS, In light of the benefits of the__________ and in cooperation with _______________, the Grantee is requesting the Grantor to permit the Grantee, its contractor and its representatives, servants, employees, subcontractors and other agents to enter upon the Subject Properties in order to use the Subject Properties, as well as any restoration thereto, in accordance with this Agreement; and
WHEREAS, the Grantor desires to permit the Grantee to enter upon and use the Subject Properties in accordance with the terms of this Agreement.

NOW THEREFORE, IN CONSIDERATION OF THE COVENANTS, CONDITIONS, AND PROMISES CONTAINED HEREIN, THE PARTIES AGREE AS FOLLOWS:

Section 1. GRANT OF RIGHT OF ENTRY
The Grantor hereby grants the Grantee a temporary non-exclusive right of entry upon the Subject Properties for the purpose of use for working, lay down and staging areas, including the right to locate construction trailers and construction equipment, storing equipment and materials; on the areas shaded in pink and blue on Attachment “A” attached hereto and made a part hereof, hereinafter referred to as “staging area.”
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Agreement No. 32500478
Section 2. GRANTEE’S RESPONSIBILITY
The Grantee shall, at its sole expense, perform, or cause to be performed, all of the services associated with installing, maintaining, operating, repairing, and removing any improvements necessary to make the Subject Properties suitable for safe use of Subject Properties, in a manner causing the least amount of interference with the Subject Properties, including, without limitation, taking reasonable precautions to assure the safety of persons and property on the Subject Properties.

The Grantee shall erect and maintain temporary fencing and gates with a locking device to enclose the areas of use, and shall remove such fencing and gates at the end of the term of this agreement.

The Grantee shall comply with all applicable laws, ordinances, and regulations pertaining to its use. Grantee is required under State and local law to re-stabilize any disturbed locations within the area of use in order to control soil erosion and sediment runoff at the conclusion of the use of the Subject Properties by Grantee.

The Grantee shall restore, replace, or repair, as applicable, any of the Grantor’s property damaged or destroyed as a result of the Grantee’s right of entry on the Subject Properties during the Term of this Agreement.

Section 3. INDEMNIFICATION
The Grantee shall indemnify, defend, and hold harmless the Grantor, and its respective officers, officials, employees, agents, representatives, and assigns from and against any and all actions, suits, proceedings, claims, demands, losses, costs, expenses, and judgments for any injury or damage of any type claimed that may involve the Grantee, its contractor and its representatives, servants, employees, subcontractors and other agents resulting from or arising out of this Agreement, except in the case of Grantor’s gross negligence or willful misconduct Section 4. COMPENSATION [Optional]
Monthly Base Rent. During the Initial Term, Grantee shall pay to Grantor as rent for the Subject Properties, the amount of ______ ($____.00) per month (the “Monthly Base Rent”), for a total amount of ____________ ($____.00) as compensation for the Right of Entry use of Subject Properties. If Grantee extends the term of the Agreement, Grantee will pay Grantor Five hundred dollars ($___.00) per month and shall continue thereafter per month or for any portion thereof.

Section 5. TERM
The Term of this Agreement shall commence on _______ __, ____ (the “Effective Date”) and shall terminate on _____ __, ____ (the “Expiration Date”).

However, if the work is not completed by the Expiration Date the right of entry shall be extended for thirty (30) calendar days after the Expiration Date of this Agreement, then Grantee’s right to enter the Subject Properties for the purpose of performing the work shall expire on that date (the “Extended Expiration Date”). A request to postpone the Expiration Date any further than the 470
Agreement No. 32500478
Extended Expiration Date shall be accompanied by revised proposed scope of services and shall require the prior written approval of the Grantor.

Section 6. TERMINATION OR SUSPENSION
If Grantee is in violation of the terms and conditions set forth herein, this Agreement may be terminated or suspended provided Grantor provides Grantee with written notice of such violation.

Grantee shall have thirty (30) calendar days from the date of receiving said written notice of violation, to cure such violation. In the event Grantee fails to cure the violation within the time prescribed herein, Grantor has the right but not the obligation to terminate this agreement at which point Grantee shall remove all of Grantee’s or its contractors equipment materials and fencing, etc. and shall restore the Subject Properties to its original conditions.

Section 7. MODIFICATIONS AND AMENDMENTS
This Agreement may be modified or amended only by a written instrument signed by both parties.

Section 8. NOTICES
a. Any notice to be provided pursuant to this Agreement shall be in writing, and all such notices shall be delivered by personal service or by deposit in the United States mail, certified or registered, return receipt requested, with postage prepaid, and addressed to the parties as follows:

To the Grantor: City of Oxnard, Public Works Dept.

Engineering Division
305 W Third St, East Wing, 3rd Floor
Oxnard, CA 93030
ATTN: Project Manager / PW 24-94
To the Grantee: Solar Roofing and Energy Storage, Inc.
13223 Black Mountain Road,#1308
San Diego, CA 92129
ATTN: David Massey, President
b. Notices and other documents shall be deemed delivered upon receipt by personal service or as of the second (2nd) day after deposit in the United States mail. c. The parties to this Agreement may change their notification addresses from time to time upon written notice to one another.

Section 9. INSURANCE
Grantee shall procure and maintain at its own expense at all times during the period covered by this Agreement the following policies of insurance as approved by the City’s Risk Manager as set forth in INS-E attached.
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Agreement No. 32500478
Section 10. INTERPRETATION
Any rule of construction which states that ambiguities are to be resolved against the drafting party shall not apply in interpreting this Agreement.

Section 11. WAIVER
a. No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective, unless executed in writing and signed by the party making the waiver.
b. No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any such waiver constitute a continuing or subsequent waiver of the same provision.
c. Failure of either party to enforce any provision of this Agreement shall not constitute a waiver of the right to compel enforcement of the remaining provisions of this Agreement.

Section 12. 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 of the provisions described under the respective caption or heading.

Section 13. SEVERABILITY
If any one or more of the sentences, clauses, paragraphs or sections contained herein is declared invalid, void or unenforceable by a court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall not affect, impair or invalidate any of the remaining sentences, clauses, paragraphs or sections contained herein.

Section 14. GOVERNING LAW
The validity of this Agreement and any of its terms or provisions, as well as the rights and duties of the parties under this Agreement, shall be construed pursuant to and in accordance with California law.

Section 15. RIGHTS AND REMEDIES
Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.

Section 16. MUTUAL COOPERATION
The parties hereto agree that they will each cooperate with the other, and shall provide such information and documentation as is reasonably necessary to fulfill the intent of this Agreement, and shall make diligent response to inquiries and requests for information from the other party. 472
Agreement No. 32500478
Section 17. VENUE
All proceedings involving disputes over the terms, provisions, covenants or conditions contained in this Agreement and all proceedings involving any enforcement action related to this Agreement shall be initiated and conducted in the applicable Court of competent jurisdiction in the County of Ventura, California.

Section 18. ATTORNEY'S FEES
In the event any action, suit or proceeding is brought for the enforcement of, or the declaration of any right or obligation pursuant to this Agreement or as a result of any alleged breach of any provision of this Agreement, the prevailing party in such suit or proceeding shall be entitled to recover its costs and expenses, including reasonable attorney’s fees, and any judgment or decree rendered in such a proceeding shall include an award thereof.

Section 19. AUTHORITY
The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties.

Section 20. COUNTERPARTS
This Agreement may be executed by the parties in counterparts, and when executed by each of the parties, each counterpart shall be deemed to be a part of this Agreement. [END OF THIS PAGE – SIGNATURE PAGE FOLLOWS]
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Agreement No. 32500478
IN WITNESS WHEREOF, the parties hereto have caused this Grant of Non-Exclusive Right of Entry and Indemnification Agreement to be executed as of ______________________, 2025.

GRANTOR GRANTEE
The City of Oxnard SOLAR ROOFING AND ENERGY
STORAGE, INC.

By: ______________________ By: ___________________________ Michael L. Wolfe, P.E. David Massey, President
Public Works Director
Approved as to Form
By: ______________________
Stephen M. Fischer
City Attorney
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Agreement No. 32500478
Bond No. __________

PAYMENT BOND
(LABOR AND MATERIALS)
KNOW ALL PERSONS BY THESE PRESENTS that:

WHEREAS the City of Oxnard (“Agency”), State of California, has awarded to Solar Roofing and Energy Storage, Inc., 13223 Black Mountain Road, #1308, San Diego, CA 92129 (“Principal”) (Name and address of Contractor)
a contract (the “Contract”) for the Work described as ROOF REPLACEMENT AND INTERIOR ABATEMENT AT LA COLONIA YOUTH BOXING GYM, SPECIFICATION NO. PW 24-94.

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

NOW, THEREFORE, we, the undersigned Principal, and

(Name and address of Surety)
a corporation organized and existing under the laws of the State of __________________ (“Surety”) a duly admitted surety insurer under the laws of the State of California, as Surety, and our heirs, assignees, successors, executors and administrators are held and firmly bound, jointly and severally, unto the Agency and all Contractors, Subcontractors, laborers, material suppliers, and other persons employed in the performance of the Contract and referred to in Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code in the penal sum of TWO HUNDRED FIFTY-FIVE THOUSAND, EIGHT HUNDRED DOLLARS ($255,800), this amount being not less than one hundred percent (100%) of the total Contract Price in lawful money of the United States of America, for materials furnished or labor thereon of any kind, or for amounts due under the Unemployment Insurance Act with respect to this Work or labor, that the Surety will pay the same in an amount not exceeding the amount hereinabove set forth, and also in case suit is brought upon this Bond, will pay, in addition to the face amount thereof, costs and reasonable expenses and fees, including reasonable attorneys’ fees, incurred by Agency in successfully enforcing this obligation, to be awarded and fixed by the court, and to be taxed as costs and to be included in the judgment therein rendered.

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

Upon expiration of the time within which the California Labor Commissioner may serve a civil wage and penalty assessment against the principal, any of its Subcontractors, or both the principal and its Subcontractors pursuant to Labor Code Section 1741, and upon expiration of the time within which a joint labor management committee may commence an action against the principal, any of its Subcontractors, or both the principal and its Subcontractors pursuant to Labor Code Section 1771.2, if the condition of this Bond be fully performed, then this obligation shall become null and void; otherwise, it shall be and remain in full force and effect. 475
Agreement No. 32500478
The Surety hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the Contract, including all incorporated documents, shall in any manner affect its obligations on this Bond. The Surety hereby waives notice of any such change, extension, alteration, or addition. Additionally, the Surety hereby waives California Civil Code 2845 and 2849 as well as any statutes of limitation, statutes of repose and laches as they may apply to an action on this Bond.

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

Dated:
“Principal”

SOLAR ROOFING AND ENERGY
STORAGE, INC.

Signature
By: David Massey
Its: President

“Surety”

By:

Its:

By:

Its
(Seal)
Notes: This Bond must be executed and dated, all Surety signatures must be notarized, and evidence of the authority of any person signing as attorney-in-fact must be attached. Date of Bond must not be before the Effective Date of the Contract. Surety companies executing Bonds must appear on the Treasury Department’s most current list (Circular 570 as amended) and be authorized to transact business in the State of California.
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Agreement No. 32500478
Bond No. _______________

PERFORMANCE BOND
KNOW ALL PERSONS BY THESE PRESENTS that:

WHEREAS the City of Oxnard (“Agency”), has awarded to Solar Roofing and Energy Storage, Inc., 13223 Black Mountain Road, #1308, San Diego, CA 92129 (“Principal”) (Name and address of Contractor)
a contract (the “Contract”) for the Work described as ROOF REPLACEMENT AND INTERIOR ABATEMENT AT LA COLONIA YOUTH BOXING GYM SPECIFICATION NO. PW 24-94.

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

NOW, THEREFORE, we, the undersigned Principal, and

,
(Name and address of Surety)
a corporation organized and existing under the laws of the State of __________________ (“Surety”) a duly admitted surety insurer under the laws of the State of California, as Surety, are held and firmly bound unto the Agency in the penal sum of TWO HUNDRED FIFTY-FIVE THOUSAND, EIGHT HUNDRED DOLLARS ($255,800), this amount being not less than one hundred percent (100%) of the total Contract Price in lawful money of the United States of America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, assignees, successors, executors and administrators, jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if the hereby bounded Principal, his, her or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and provisions in the Contract and any alteration thereof made as therein provided, on the Principal’s part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their true intent and meaning, and shall indemnify and save harmless the Agency, its officers, agents and employees, as therein stipulated, then this obligation shall become null and void one (1) year from the date of recordation of the Notice of Completion for the Project; otherwise, it shall be and remain in full force and effect.

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

The Surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract, including all incorporated documents, or of the Work to be performed thereunder or the Specifications accompanying the same shall in any way affect the Surety’s obligations under this Bond. The Surety hereby waives notice of any such change, extension of time, alteration or addition to the terms of the Contract or to the Work or to the Specifications. 477
Agreement No. 32500478
Surety hereby waives California Civil Code 2845 and 2849. The City is the principal beneficiary of this Bond and has all rights of a party hereto.

Dated:
“Principal”

SOLAR ROOFING AND ENERGY
STORAGE, INC.

Signature
By: David Massey
Its: President

“Surety”

By:

Its:

By:

CITY COUNCIL AGENDA REPORT

INFORMATION/CONSENT AGENDA
AGENDA ITEM NO. K.9
DATE: April 29, 2025
TO: City Council
FROM: Michael Wolfe, Public Works Director, (805) 385-8055, [email protected] SUBJECT: Easement Deed (Agreement No. A-8582) and Right of Way Contract (Agreement No. 32500496) Located at 804 Cooper Road, Oxnard (APN: 201-0-132-010).

RECOMMENDATION
That the City Council approve and authorize:

1. The Mayor to execute an Easement Deed (Agreement No. A-8582) for APN 201-0-132-010;

2. The Mayor to execute a Right of Way Contract (Agreement No. 32500496) with Oxnard School District to purchase a permanent roadway easement located at 804 Cooper Road, Oxnard, ( “Property”), in the amount of $1,271; and

3. The City Manager to take any additional necessary actions to facilitate the acquisition of the property consistent with the terms of the transaction approved by the City Council. (This item is categorically exempt from the California Environmental Quality Act pursuant to title 14 of the California Code of Regulations section 15061(b)(3).)
(This item did not originate in Committee as this is a capital improvement project specifically listed in the City's Capital Improvement Program budget, which was previously approved by the City Council.)

BACKGROUND
The Ramona Preschool Pedestrian Crossing Enhancements is a Capital Improvement project that aims to increase safety for students and parents walking to and from Ramona Preschool. The project includes the installation of sidewalks, curbs, gutters, cross gutters, ADA access ramps, drainage, high-visibility crosswalks, bike lanes, striping, and signage.

Due to the close proximity of the project to Ramona Elementary School, a small area of the planned sidewalk and Americans with Disabilities Act (ADA) ramp improvements will take more right-of-way than the City currently has, and thus requires the acquisition of an easement on Oxnard School District property. On June 27, 2023, City staff executed a Task Order for Professional Services with Hamner, Jewell & Associates for right-of-way services to pursue this acquisition.

Capital Improvement Program (CIP) Reference:

Project No. (C2211) - Ramona Preschool Pedestrian Crossing Enhancements - CIP 2025-2029 - Adopted June 4, 2024 –

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Oxnard City CouncilApril 29, 2025

Oxnard City Council
April 29, 2025