Oxnard City Council
May 6, 2025

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herein. In the event of a conflict between the Exhibits and this Agreement, the Agreement controls.

Exhibit A: Scope of Services
Exhibit B: Schedule of Compensation
Exhibit C: Insurance Requirements: City Insurance Exhibit INS-D Exhibit D: Living Wage Policy
Exhibit E: Prevailing Wage Policy
Exhibit F: Iran Contracting Certification
Exhibit G: Citation Form
Exhibit H: Service Area Location Maps

6. DESIGNATED REPRESENTATIVES.

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

CITY Designated Representative: SERVICE PROVIDER Designated Representative:

Name: Brandon Lopez Name: Juan D. Perez Delgado
Title: Parks Manager Title: CEO/President
Phone: 805-385-7951 Phone: 805-702-5712
Email: [email protected] Email: [email protected] Mailing Address (if differs from above): Mailing Address (if differs from above):
1060 Pacific Avenue, Building #3 P.O. Box 659
Oxnard, CA 93030 Somis, CA 93066

7. CONTRACTUAL PREREQUISITES.

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

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

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

7.4 SERVICE PROVIDER shall not perform any work under this Agreement until a proof of insurance has been provided to the City as required under Section 26 of this Agreement.

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8. SERVICE PROVIDER'S SERVICES.

8.1 SERVICE PROVIDER shall perform the tasks, obligations, and services set forth in the “Scope of Services” attached to and incorporated into this Agreement as “Exhibit A.” Once this Agreement is executed, the Scope of Services may only be modified by written Amendment pursuant to Section 14 of this Agreement.

8.2 The Services shall be coordinated with the designated City Project Manager set forth in Exhibit A subject to the direction of the City Manager or Department Director.

SERVICE PROVIDER hereby designates its Project Manager as set forth in “Exhibit A” as the person responsible for the Services who shall coordinate with City’s Project Manager in executing the scope of services under this Agreement and the monthly inspections in section 9.

9. MONTHLY INSPECTIONS.

The City shall perform bi-monthly site inspections with the Service Provider. During the Inspections, the City will compile a list utilizing Cappsure It, the City’s Maintenance Service Report System. The inspection report(s) will list landscape-related items, that are within the Scope of Work, which should be performed before the next site inspection. The City’s Project Manager will schedule the monthly inspections and provide notice of the schedule to the Service Provider’s Project Manager. The Service Provider must notify the City no less than seven (7) Calendar Days if there is a need to reschedule. All scheduled inspections will proceed with or without the attendance of the Service Provider.

10. SERVICE PROVIDER’S PROSECUTION EXECUTION OF THE SCOPE OF WORK In accordance with Section 8 and 9 of this agreement, Service Provider shall execute the work identified in the City’s monthly inspection reports within the time identified in the inspection report provided by the City to the Service Provider. Furthermore, Service provider shall execute the work as identified in the Scope of Service (Exhibit A) documents in the time and manner as stated in the respective Exhibits. Failure to execute the required work under this contract shall subject the Service Provider to a $250.00 Citation per occurrence for failure to execute the work identified in the monthly inspection reports, and the Scope of Work and Service level documents. Service provider shall not be issued a citation for failure to execute work that is outside the scope of this agreement. The Citation Form is attached to this Agreement for reference as Exhibit G.

11. COMPENSATION.

CITY shall pay SERVICE PROVIDER for the services performed pursuant to the terms of this Agreement in the time and manner set forth in the “Schedule of Compensation,” attached to and incorporated into this Agreement as “Exhibit B.” CITY shall pay SERVICE PROVIDER an amount not to exceed the amount is listed in Section 4 of this Agreement.

Once this Agreement is executed, the Schedule of Compensation may only be modified by written Amendment pursuant to Section 14 of this Agreement, and may be subject to approval by the City Council.

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

11.2 Any request for price adjustment is subject to section 14. City is under no obligation to allow requested price adjustments.

12. PAYMENT & INVOICES.

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

12.1 Payment Request. SERVICE PROVIDER shall submit a payment request to CITY by the end of each calendar month listing the Services provided, costs of those Services, and total amount due for the month. Invoices may be emailed to:
[email protected].

12.2 Non-Appropriation of Funds. Payments to be made to SERVICE PROVIDER by CITY for the Services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted and unencumbered appropriation of CITY. In the event CITY does not appropriate sufficient funds for payment of the Services beyond the current fiscal year, this Agreement shall cover payment for the Services only up to the conclusion of the last fiscal year in which CITY appropriated sufficient funds and shall automatically terminate at that fiscal year’s conclusion.

12.3 SERVICE PROVIDER’s acceptance of final payment made pursuant to this Agreement shall constitute a release of CITY from all claims and liabilities for compensation to SERVICE PROVIDER for anything completed, finished or relating to the Services. CITY’s payment shall not constitute nor be deemed a release of the responsibility and liability of SERVICE PROVIDER for the accuracy and competency of the information provided and/or the Services performed hereunder, nor shall such payment be deemed to be an assumption of responsibility or liability by CITY for any defect or error in the Services performed by SERVICE PROVIDER and its employees, agents and Subcontracted service providers.

12.4 SERVICE PROVIDER shall provide CITY with a completed Request for Taxpayer Identification Number and Certification, as issued by the Internal Revenue Service. If any sales tax is due for the Services performed by SERVICE PROVIDER or materials or products provided to CITY by SERVICE PROVIDER, SERVICE

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PROVIDER shall pay the sales tax. CITY shall not reimburse SERVICE PROVIDER for sales taxes paid by SERVICE PROVIDER.

13. OPTION TO EXTEND AGREEMENT.

When in the CITY’s best interest, this Agreement may only be extended, if the City in its discretion exercises the option to extend pursuant to Section 3.2 and 3.3 of the Agreement.

The initial term, plus any option to extend, shall not exceed a total of five (5) years. If no option to extend the Agreement appears in section 3.2, then this Agreement shall not be extended.

14. MODIFICATION OF AGREEMENT.

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

15. 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 SERVICE PROVIDER only for work done by SERVICE PROVIDER up to and including the date of termination of this Agreement unless the termination is for cause, in which event SERVICE PROVIDER need be compensated only to the extent required by law.

SERVICE PROVIDER may terminate this Agreement at any time during the term of the Agreement by giving the CITY sixty (60) calendar days’ written notice.

16. INDEPENDENT CONTRACTOR

SERVICE PROVIDER is and shall at all times remain, as to City, a wholly independent contractor. Neither City nor any of its employees or agents shall have control over the conduct of SERVICE PROVIDER or any of its employees, except as stated in this Agreement.

SERVICE PROVIDER has and shall retain the right to exercise full control over the employment, direction, means of performance, location, compensation and discharge of all persons assisting SERVICE PROVIDER. This Agreement shall not be interpreted to prevent or preclude SERVICE PROVIDER from rendering any services for SERVICE PROVIDER’s own account or to any other person or entity as SERVICE PROVIDER in its sole discretion shall determine; provided, however, that performing such services shall not materially interfere with the Services the SERVICE PROVIDER shall perform for the City. The CITY retains the right to provide general instructions to and observe the SERVICE PROVIDER in the performance of all services done on behalf of the CITY.

SERVICE PROVIDER and its employees and agents have no authority, express or implied, to act on behalf of City in any capacity, to incur any debt, obligation or liability on behalf of City, bind City in any manner, or otherwise act on behalf of City as an agent.

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

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and its employees are not entitled to receive from City any of the benefits or rights afforded employees of City, including but not limited to reserve leave, sick leave, vacation leave, holiday leave, compensatory leave, Public Employees Retirement System benefits, and health, life, dental, long-term disability and workers’ compensation insurance benefits.

SERVICE PROVIDER shall not, at any time or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of City.

17. LAWFUL PERFORMANCE.

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

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

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

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

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

19.2. Deliverables. SERVICE PROVIDER shall deliver to the CITY the studies, plans, specifications, or other documents as are identified in the Scope of Services; and SERVICE PROVIDER shall, upon completion of all work, submit to the CITY all

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

SERVICE PROVIDER shall, in such time and in such form as the CITY may require, furnish reports concerning the status of services required under this Agreement.

SERVICE PROVIDER shall, upon request by CITY and upon completion or termination of this Agreement, deliver to the CITY all material furnished to SERVICE PROVIDER by the CITY.

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

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

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

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

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

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20. ASSIGNMENT.

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

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. NOTICES.

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

23. COVENANTS AND CONDITIONS.

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

24. WAIVER.

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

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25. INDEMNIFICATION, HOLD HARMLESS & DEFENSE.

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

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

25.3 The review, acceptance or approval of SERVICE PROVIDER’s work or work product by any of the Indemnitees shall not affect, relieve or reduce SERVICE PROVIDER’s indemnification or defense obligations. SERVICE PROVIDER waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by SERVICE PROVIDER pursuant to this Agreement. The provisions of this Section shall not be restricted by and do not affect the provisions of this Agreement relating to Section 26. The SERVICE PROVIDER’s obligations under this Section of the Agreement shall survive the termination of the Agreement.

25.4 SERVICE PROVIDER agrees to pay all required taxes on amounts paid to SERVICE PROVIDER under this Agreement, and to indemnify and hold CITY harmless from any and all taxes, assessments, penalties, and interest asserted against CITY by reason of the independent contractor relationship created by this

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Agreement. SERVICE PROVIDER shall be solely responsible for, and shall save CITY harmless from, all matters relating to the payment of SERVICE PROVIDER’s subcontractors, material suppliers, directors, officers, employees, agents and representatives, including compliance with social security requirements, federal and State income tax withholding, and all other regulations governing employer-employee relations, as applicable. CITY shall have the right to offset against the amount of any compensation due to SERVICE PROVIDER under this Agreement any amount due to CITY from SERVICE PROVIDER as a result of its failure to promptly pay to CITY any reimbursement or indemnification arising under this Section.

26. INSURANCE.

SERVICE PROVIDER shall obtain and maintain during the performance of any services under this Agreement the insurance coverages listed within “Exhibit C”, which is attached hereto and incorporated herein by this reference, unless the Risk Manager waives, in writing, the requirement that SERVICE PROVIDER obtain and maintain such insurance coverages. Such insurance must be issued by a company satisfactory to the Risk Manager.

SERVICE PROVIDER shall, before performance of any Services pursuant to this Agreement, file with the Risk Manager evidence of insurance coverage as specified in “Exhibit C”.

Maintenance of insurance coverages by SERVICE PROVIDER is a material element of this Agreement. SERVICE PROVIDER’S failure to maintain or renew insurance coverages or to provide renewal evidence shall be considered a material breach of this Agreement.

27. LIVING WAGE REQUIREMENTS.

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

28. PREVAILING WAGE REQUIREMENTS.

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

Prevailing wages are required to be paid to all workers, including subcontracted employees. Please see “Exhibit E” for further information regarding Prevailing Wage requirements.

28.2. Compliance with California Department of Industrial Relations (DIR). To determine if this Agreement is subject to compliance monitoring and enforcement, go to:
https://www.dir.ca.gov/Public-Works/PublicWorksSB854FAQ.html

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

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

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

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

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

31. DISPUTES.

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

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Pending final decision of a dispute, the SERVICE PROVIDER shall proceed diligently with the performance of the Agreement and in accordance with the decision of the CITY’s Designated Representative.

32. DISPUTE RESOLUTION.

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

33. AUDIT.

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

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

35. NONDISCRIMINATORY EMPLOYMENT.

SERVICE PROVIDER shall not unlawfully discriminate against any individual based on race, color, religion or religious creed, national origin, ancestry, ethnic group identification,

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primary language, physical disability, mental disability, medical condition, genetic information, marital status, gender, gender identity, gender expression, sex, sexual orientation, age, immigration status, citizenship or military and veteran status. SERVICE PROVIDER understands and agrees that it is bound by and will comply with all legal nondiscrimination mandates. For every subcontractor who will perform Services, SERVICE PROVIDER shall be responsible for such subcontractor’s compliance with this Section.

36. FORCE MAJEURE.

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

37. 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.

38. 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.

39. 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.

40. NO THIRD-PARTY BENEFICIARY.

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

41. AUTHORITY TO EXECUTE.

Each Party hereto expressly warrants and represents that through its Designated Representative it has the authority to execute this Agreement on behalf of its corporation, partnership, business entity, or governmental entity, and warrants and represents that the

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Designated Representative has the authority to bind each Party to the performance of its obligations hereunder.

42. 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.

43. INCONSISTENT OR CONFLICTING TERMS.

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

44. ACKNOWLEDGEMENT.

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

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

CITY OF OXNARD GREENCOAST LANDSCAPES INC.
☐Luis Mc Arthur, Mayor1 Date Juan D. Perez Delgado, Date ☐Jennifer Yates, 2 CEO/President
Purchasing Manager
Jessica K. Jauregui Rivera Date
CFO3
ATTEST:

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

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

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

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EXHIBIT A

LANDSCAPE MAINTENANCE & SERVICE AGREEMENT
(CITY of Oxnard and GreenCoast Landscapes Inc.)

SCOPE OF SERVICES
Project Manager:

Brandon Lopez
[email protected]
805-385-7951
SECTION 1 LICENSING AND GENERAL NOTES

1.1 Licensing and Professional Certification
Required:

SERVICE PROVIDER must hold a State of California License Classification C-27 License and Maintenance Gardener Pest Control Business (MGB) License throughout the duration of this Agreement.

Service Provider pesticide applicator shall hold a valid Qualified Applicator Certificate issued by the California Department of Pesticide Regulation throughout the duration of this Agreement.

1.2 General Notes
The level of service for the District may change at the beginning of its fiscal year based upon the level of service requested by the District’s residents. Maps of specific District areas and features relevant to this scope of work are included as Exhibit H. Quantities of assets (such as trash cans, bbqs, mutt mitt stations, etc.) may not be exact and must be verified by the Service Provider prior to starting any maintenance work. This scope of work generally describes the specification of work the City is requesting to be performed. Frequencies of services will be specified by the City in consultation with the Service Provider.

SECTION 2 General Expectations

2.1 Service Provider Responsibilities and Standard of Care The following items are a list of general responsibilities the Parks Division expects the Service Provider to perform during the course of fulfilling this Agreement. This list is not exhaustive and should serve as a general outline of the standard of work expected of the Service Provider by the City of Oxnard. i. Service Provider must ensure the public’s safety when performing services. ii. Service Provider will be required to provide staff uniforms that uniquely identify them as crew members assigned to this Agreement. If the Service Provider maintains contracts with HOAs or businesses within the City, the Service Provider shall be required to have their staff wearing uniforms which clearly

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identify them from other Service Provider’s staff working in the HOA or business areas. Uniforms shall be agreed upon between Service Provider and the City prior to the start of any work.
iii. Service Provider shall behave and operate in an environmentally and professionally sound way so as to not create damage or cause exposure by virtue of negligence or omission.
iv. Service Provider shall ensure that equipment is properly maintained in accordance with the manufacturer’s specifications and are maintained as to not endanger the operator or any person in the vicinity of operations. v. Service Provider to conduct the work required in such a manner as to cause the least amount of interference to the public.
vi. Service Provider to schedule work to conform to all applicable City Ordinances.
vii. Service Provider to submit work schedule including details on work crew assignments prior to start of contract.
viii. Work using power equipment will not be performed adjacent to residential housing before 8:00a.m.
ix. Service Provider is responsible for repairing damage to the irrigation system caused by Service Provider i.e. irrigation boxes being damaged or destroyed by mower blades.
x. Emergency Services: Service Provider shall provide the City of Oxnard with the names and telephone numbers of at least two (2) contacts who can be called by City of Oxnard Staff when emergency maintenance conditions occur.

Such work shall be performed for additional compensation unless the emergency maintenance condition is created as a result of the Service Provider's negligence. Emergency work will be compensated at the hourly rate established by this Agreement for extra work. The City of Oxnard shall call for such assistance only in the event of a genuine and substantial emergency.

Upon notification by the City of Oxnard of emergency conditions, the Service Provider shall arrive at the site and report status within two (2) hours from the time of notification.
xi. No live tree removal (including understory and shrubs in the existing landscape or the surrounding “natural” area) shall take place without the permission of the City of Oxnard Arborist or a Special District’s Project Manager.
xii. Service Provider shall provide an organizational chart that identifies numbers of staff dedicated to this Agreement and their intended responsibilities. xiii. The Service Provider will be held responsible for any damages to grass, trees, plants, shrubs, fences, walls, sidewalks, brick, pavers, glass, irrigation, all weather turf, etc. that is caused by the Service Providers error. Replacement of any damaged material will be the responsibility of the Service Provider and will be subject to the acceptance of the City.
xiv. Service Provider is responsible for employing an in-house pesticide applicator or person dedicated to this service for the specific purpose of spraying properties and sites within this Agreement. Service Provider is responsible for applying all chemicals in a safe manner consistent with the label directions and federal and state laws and regulations. Application rates and frequencies

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are determined by the manufacturer's recommendations. Chemical mixing and application shall be supervised by a Licensed Pesticide Applicator. Records must be maintained according to the applicable licensing regulatory body.

MSDS (Material Safety Data Sheets) forms shall be placed in visible locations prior to spray applications.
xv. If through inspection and verification, in the City of Oxnard’s opinion, work as defined by the specifications has been carried out to an insufficient standard, the work shall be carried out again by the Service Provider without creating a backlog to other maintenance schedules and at the expense of the Service Provider.
xvi. Upon written permission by the City, Service Provider may procure and store a roll-off bin at a site agreed upon by the City for green waste. xvii. Service Provider or representative shall be available to perform regular inspections with the City of Oxnard. Inspections shall occur at least once per month at an agreed-upon time.
xviii. Service Provider is responsible for traffic control for work within the public rightof-way. If required by the City, the Service Provider must submit a traffic control plan to the City Traffic Engineer 15 days prior to the execution of related work. The traffic control plan must be stamped by a licensed engineer unless Service Provider elects to use a standard control plan from the WATCH Handbook. Plan shall include a detour for pedestrians. If no detour can be safely provided for pedestrians, one crewmember must be assigned flagger duties to safely escort pedestrians. All traffic control equipment must be in good working condition. Flaggers and workers must all wear appropriate personal protective equipment. City shall pay for all traffic control permits if necessary.
xix. In the event of inclement weather, Service Provider remains responsible for providing services. Power machinery and tools that cannot be operated safely in foul weather conditions may not be used. However, Service Provider is to exhaust all other means of providing service prior to ending any service days in the City of Oxnard. Service Provider is responsible for providing for the safety of their crews and in the event that crews will not be on site due to weather conditions, Service Provider must notify the City in writing. xx. Service Provider will be required to utilize the maintenance reporting software designated by the City or his or her representative during the term of the Agreement. Usage of the software will include, but is not limited to property check-ins, deficiency reporting, work orders, inventory management, etc. xxi. Service provider to use City approved light weight vehicles and equipment to enter landscaped areas. Including turf areas, landscaped beds, and right-ofway.

2.2 Equipment and Materials
Service Provider shall provide at cost all labor, equipment, materials, supplies, tools, and transportation as required during the performance of this scope which may include but is not limited to:
i. Hauling

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ii. Chemicals
iii. Dumping
iv. Trash bags
v. Seed
vi. Batteries
vii. Insecticides
viii. Herbicides
ix. Fertilizers
x. Fuel
And any other labor, equipment, materials, supplies, tools, and transportation needed to perform park, landscape, and associated facilities maintenance work as directed/described herein these Agreement documents.

2.3 General Maintenance
Service Provider shall perform all work necessary to complete the Agreement in a manner acceptable to the City of Oxnard. The general areas to be maintained and tasks to be performed shall include but are not limited to the areas listed below i. Turf Management: Routine mowing, trimming, and weed abatement. ii. Shrub/Pruning & Ground cover: routine weeding, cultivation, fertilization, weed abatement, and pruning.
iii. Hardscape Management: sweeping, blowing, litter and trash removal, driveway/aprons, parking lots and sidewalks.
iv. Tree Maintenance: Proactively prune Queens Palms only.

2.4 Vandalism and Theft
Vandalism and theft observed or discovered by the Service Provider must be reported to the City at the first available opportunity. Repairs and replacements necessary to mitigate damage from vandalism and theft are outside of this scope.

SECTION 3 Parks and Facilities Maintenance Schedule and Reporting

3.1 Creation of Schedule
Prior to beginning services under this Agreement, Service Provider shall determine a schedule in cooperation with the City for recurring (daily, weekly, monthly, etc.) grounds maintenance (mowing, pruning, etc.). This schedule will be utilized to conduct random site checks to ensure adherence to specifications and expectations.

Service Provider is expected to adjust and manage staffing as necessary to complete the tasks and frequency of tasks as outlined within this scope of work, particularly within Section 4.

If for any reason there is an anticipated variation to the provided schedule Service Provider shall notify the City of Oxnard immediately upon knowledge of the need to make a schedule adjustment. The Contactor will be required to resume work as

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soon as possible in accordance with the annual schedule and Agreement specifications.

Service Provider shall make all necessary visits during the year to correct any problems that may occur during the Agreement Term.

3.2 Parks and Facilities Inspections and Reports
Service Provider will be required to utilize the maintenance reporting software as determined by the City.

SECTION 4 Regular Maintenance Programs

4.1 Turf Management
The City of Oxnard expects a detailed, proactive approach to turf management.

Maintenance to the following specifications shall be performed by the Service Provider as a part of the Turf Management Program:
i. All Turf Areas: these areas shall be inspected during site visits for holes, wet spots, uneven surfaces, defective sprinklers and other hazards. Issues shall be noted and provided to the City in writing within 24 hours. ii. Proper and necessary horticultural practices shall be used to achieve clean, green, and safe turf given the high visibility of the turf and landscape at these facilities.
iii. A string trimmer must be used in areas around buildings, fences, valve boxes, signs, rocks, light posts, etc. on a schedule that maintains a neat and professional appearance.
iv. An edger shall be used in all areas where grass and concrete meet. Such edging should be done with a power edger with a rigid blade or straight line trimmers with a proper guide to facilitate neat, straight, and professional edged appearance; freehand line trimming will not meet this requirement. v. All turf is to be debris, and litter free.
vi. All turf areas once cut shall have a height of 2-3 inches. vii. Alternating mow patterns are required in order to reduce “tracking.” viii. The Service Provider is responsible for ensuring a complete and thorough removal of all debris at the completion of all mowing occurrences to include clumping or piles of grass.
ix. Service Provider must replant turf areas that fail to thrive as a result of the Service Provider or its maintenance or horticultural practices. Service Provider shall identify these areas and submit a list of them in writing to the City or his or her representative. All maintenance of replanted material will be the responsibility of the Service Provider, whether planted by the Service Provider or some other entity during the Agreement Term.

4.2 Herbicides
The goal of the Herbicide Program is to maintain planters free from weeds which includes, but is not limited to, Poa Annua, Nutsedge, Horseweed, Kikuyu grass, or

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other invasive crop damaging weeds. The following items shall be fulfilled through the Service Provider’s Herbicide Program:
i. Any herbicide application with the risk of aquatic contamination must be made with an aquatic safe herbicide.
ii. Herbicides must be applied at maximum rates unless advised by the City. iii. All chemicals must be applied by or supervised by a licensed applicator in accordance with label directions.
iv. Herbicide cost should be figured into the base bid. v. All herbicide use reports shall be submitted to the Ventura County Agriculture Commissioner and a copy shall be forwarded to the City. vi. Service Provider shall notify the City a minimum of one (1) week prior to application of herbicides. For follow-up applications, the Service Provider is to provide a second service date upon completion of the initial application and post notices accordingly.
vii. Service Provider shall ensure proper signage is installed prior to herbicide application per City, County and Federal standards. The current standard to be followed is; all areas to be treated are to be posted with signs no smaller than an 8 ½” x 11” sheet of paper no more than 50 feet apart, one week to two days prior to treatment. Signs will be Service Provider provided at Service Provider’s expense and include a map of the area treated, the label of the chemical applied, and a warning to avoid the area for a time no less than what is recommended on the label.
viii. Service Provider shall ensure that all curbs and gutters, paved walkways, stamped concrete, and joints adjacent to landscaped areas, fence lines, light standard bases, buildings and structures are free of all weeds. ix. Tree wells should be maintained by a herbicide approved by the City.

4.3 Shrub, Vine, and Groundcover Maintenance
The goal of the Shrub, Vine, and Groundcover Maintenance Program is to maintain an aesthetically pleasing landscape while ensuring proper plant health. The following items shall be addressed through the Service Provider’s Shrub, Vine, and Groundcover Maintenance Program:

4.3.1 Pruning and Edging
i. Pruning of all plant material shall be performed in a manner to create a uniformly dense plant. Service Provider shall selectively thin and tip back annually. Pruning shall be done to enhance the natural branching effect of plants.
ii. Pruning shall be performed by properly trained personnel. Relative sizes and shapes of the respective shrubs shall be appropriate for the type and location and consistent throughout the area.
iii. Service Provider shall prune regularly, as required. Remove dead wood and aesthetically balance the planting following basic horticultural practices. All suckers and undesired growth shall be removed during pruning services. Tree and shrub branches should be

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pruned to maintain appropriate clearance from all structures, buildings, light poles, AC units, fences, walkways, etc.
iv. Limbs less than 9’ feet sidewalks and 13’ above streets shall be proactively removed.
v. Pruning of formal shrub planting should be minimal and shall be completed as needed to result in a smooth, manicured appearance. vi. “Natural” areas are to be maintained in their native conditions with the exception of visibility and safety related pruning. Included in natural areas are those areas where selective trimming has been done to enhance view corridors and safety. Trimming of woody vegetation in parking lots, picnic areas, and play areas shall be conducted on an as needed basis to ensure limbs/foliage are at least eight feet high and two feet off of each side of the respective amenities.
vii. All debris from pruning shall be removed from the site and disposed of.

4.3.2 Landscaped Beds
i. Service Provider shall control weeds in bed areas by mechanical, physical and chemical methods. Bed areas are to be maintained in a manner to control and strive to eliminate weeds.
ii. All landscape beds shall remain free of litter, debris, and weeds.

Weeds sprayed with herbicide must be removed after plant death.
iii. "Natural” areas are to remain in their natural native conditions with the exception of the removal of dead wood and invasive plant material. iv. Trimming/Deadheading of formal bed plantings and ground covers shall be performed on an as needed basis to achieve a smooth, manicured appearance within established boundaries.
v. Any necessary restructuring shall be reviewed and mutually approved by the City and Service Provider.
vi. Trimming/Deadheading shall be performed by properly trained personnel. Relative sizes and shapes of the respective shrubs shall be appropriate for the type and location and consistent throughout the property. Excess vertical growth of ground cover shall be pruned back in order to maintain a neat ground cover bed.
vii. Shrubs of color (flowers, foliage, fruit) are to be pruned for maximum beauty. This shall be interpreted to mean pruning after flower color fades.
viii. Groundcover shall be pruned as needed, according to the City, to maintain separation away from the base of trees, shrub masses, and hardscapes.
ix. All pruning debris shall be removed from the site at the Service Provider’s expense.

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4.4 Tree Maintenance
i. Service Provider to proactively trim Queen Palms that can be reached with a pole saw up to 20’ from the ground. All other trees are the responsibility of the City.
ii. Palm tree pruning consists of the removal of all dead fronds, fruit clusters and other vegetation from the trunks of all Queen Palms.
iii. All debris from pruning shall be removed from the site and disposed of. iv. The use of climbing spurs or spike shoes are prohibited, unless specifically approved by the City Arborist.

4.5 General Site Maintenance
The goal of the General Site Maintenance Program is to maintain an aesthetically pleasing, clean, and safe maintenance area. The following items shall be addressed through the Service Provider’s General Site Maintenance Program.

4.5.1 Hardscape Management
i. Cracks in hardscaped areas - apply herbicide as needed to control weeds in hardscaped areas, i.e., interior pathways of parks, parking lots, sidewalks, gutters, artificial turf, etc.
ii. Cleaning - removal of debris by blowing from parking lots, sidewalks, internal park pathways, sports courts, artificial turf, play structures, and other hardscapes (parking areas, picnic areas, and walkways) and softscape areas (i.e. decomposed granite)as scheduled with City representative.

4.5.2 Litter and Debris Control
i. All areas of maintenance responsibility, including but not limited to paved parking lots, shall be kept free of all trimmings, leaves, pine needles, palm fronds, grass cuttings, dirt, mud and litter, including broken glass or other unattended items.
ii. All trimmings, litter and debris shall be removed and disposed of offsite at the Service Provider’s expense. iii. All walkway areas should be blown clean during maintenance and should be free of clipping and debris. This includes street, curb, and gutter areas.
iv. Service provider to check all trash receptacles at designated frequency. Receptacles that are at least ½ full or more will have their liner replaced. Liners must be properly secured to the inner can by tying a knot to ensure a tight fit.
v. When replacing a liner, the liner must be properly secured to the inner can by tying a knot in the top of the liner to ensure it fits tightly around the rim of the inner can.
vi. If an inner can is not present, the liner must be secured around the rim of the outer can. If the contractor comes upon a liner that does not

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need changing, but has fallen to the bottom of the can, the liner will be properly secured.
vii. If loose trash is present under the liner in the receptacle. Contractor is responsible for removing, when changing the liner.
viii. Trash liners to be replaced regardless of content fullness if it is emitting a foul odor.
ix. Contractor to supply liners at their own expense.

4.5.3 Drainage
i. Landscape drains inlets and the outlet structures should be cleared of vegetation to ensure that flow restrictions do not occur. Special care shall be taken to ensure drains are clear and function as intended.

SECTION 5 Additional Services
In the case additional services are needed outside of the regular maintenance programs, the following items will be bid individually and performed at the discretion of the City.

Materials may be provided by the Service Provider at cost and must be approved by the City prior to any use or installation. Costs must be substantiated by a receipt showing the quantity and total price.

5.1 Additional Labor
These services shall be billed at the hourly rate.
i. Medium Equipment with Operator - Service Provider shall provide a tractor with shovel/forks or other attachments and Turf Tires with a qualified operator on a per hour basis.
ii. Additional General Crew - Hourly rate per each additional crew member requested for extra work which is inclusive of truck and basic hand equipment. iii. Additional Irrigation Tech - Hourly rate per each additional irrigation tech requested for extra irrigation work inclusive of truck and typical irrigation related tools and equipment.

5.2 Piecework
These items shall include costs for all labor, equipment, and materials necessary on a per unit basis per each listed task. City reserves the right to inspect planned materials and methods of work proposed prior to execution of each requested task.

All services will be specified in addition to the regular maintenance tasks identified in Section 4.
i. Top Dressing - Top Dressing material shall be of a generic 50/50 mix.

Service Provider shall provide a per 1,000 square foot cost to apply top dressing
ii. Overseeding - Service Provider shall provide a per 1,000 square foot cost to overseed turf areas with a matching seed species.

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iii. Broadcast Fertilizer - Service Provider shall provide a per 1,000 square foot cost to apply a fertilizer at the rate of 1lb. per 1,000 sq. ft.. iv. Power Washing - Service Provider shall use a high pressure, hot water, no greater than 1,500 pounds per square inch pressure stream to ensure a surface is clean, free of mold, mildew, grim, etc. Service Provider may need to apply a biodegradable cleaner or degreaser and/or algaecide to ensure this desired effect. Price shall be provided per hour.
v. Core Aeration - Aeration shall be done with a power driven aerifier using ½ inch coring tine. Service Provider shall take extreme care to not damage irrigation and landscape improvements with equipment. Core aeration will be performed to a depth of 6” with cores mat drug throughout areas that have been aerated. Price will be per 1,000 square feet.
vi. Dethatching - Thatch removal shall be performed with a power-driver verticutting machine. All grass clippings associated with this process shall be removed from the site and disposed of. Price will be per 1,000 square feet. vii. Mulch - Service Provider will provide a per cubic yard price to install noncolored hardwood mulch where specified. viii. Decomposed Granite - Service Provider will provide a per cubic yard price to install non-colored decomposed granite to a depth of 3" where specified. Price to include any subsurface site prep necessary.
ix. Landscape Pavers - Service Provider will provide a per square foot price to install decorative landscape pavers (determined in cooperation with the City) where specified. Price to include any subsurface site prep necessary. x. Stones - Service Provider to provide a single unit price for the installation of 12” to 24” and 24” to 36” stones.
xi. Sod Installation - Sod shall be of species type specified by the City, price will be per square foot.
xii. Sod Cutting - Sod shall be cut with a mechanical sod cutter 1.5 to 3 inches in depth. Price shall be provided per square foot and should include dumping costs.
xiii. Pruning Vegetation and Trees - as identified in the Pruning scopes in Section 4 on a per hour basis.
xiv. Reel Mowing - use of at least a 72-inch reel mower and operator, with sharp blades and maintained bed reels on a per 1,000 square foot basis. xv. Rotary Mowing - use of at least a 48-inch riding or standing rotary mower with sharp blades on a per 1,000 square foot basis.
xvi. Edging/Line Trimming - use of a string trimmer and operator to where grass and concrete meet to maintain a neat and professional appearance on a linear foot basis.
xvii. Landscape Drainage - Installation of a buried French drain system 3” to 4” in diameter. Price shall be per linear foot.
xviii. Weed Control - Additional weed control visits above and beyond that which is included within Section 4. Use of chemical and manual means to remove and prevent weed growth/regrowth. Price shall be per 1,000 sq. ft. xix. Riprap Clean Up - Use of an aquatic safe herbicide for the knockdown of weeds and subsequent removal of plant material, trash and debris. Price shall

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be per service and shall be for one service of the full length of the riprap around the island.

5.3 Landscape Renovations
i. Planter Bed Renovation - on a per square foot basis, Service Provider shall provide a price for the general renovation of planter beds. Renovation should include additional soil and amendments where necessary, mulch, plant material and any other material and equipment necessary to complete the work. Renovation work will be limited in scope to landscape similar in nature to that which is previously established.
ii. Turf Renovation - a per square foot price will be provided for the following complete service. Upon the completion of Seedbed Preparation; Delivery, Mulching, and Fertilization shall occur within the following 48 hours. a. Seedbed Preparation - The areas to be seeded shall be reasonably smooth. Any debris, including rocks and roots which would interfere with seeding, growth, or maintenance of the vegetation, or as specified elsewhere in these specifications, shall be removed. The surface areas to be seeded, including fill slopes, shall be compacted by first bringing the soil to optimum moisture by drying or adding water, and track walking or rolling firm. The areas shall then be roughened by scarifying, discing, borrowing, or otherwise worked to a depth of 2" to 4". Scarifying operations shall be cross slope, where possible. Cut slopes shall be dressed to neat lines and all loose material raked to the toe and removed.
b. Delivery - All seed shall be delivered to the site tagged and labeled in accordance with California Agricultural Code. The seed shall be of a quality which has a minimum pure live seed content of 80% (% purity x % germination) and weed seed shall not exceed 0.5%. Legume seed shall be pellet inoculated with appropriate bacteria. The seed shall be broadcast with a truck or tractor mounted automatic seeder, where possible. Hand held breast seeders, (belly grinders) are suitable for small areas. Seed varieties are to be pre-approved through the City before application.
c. Renovation Mulching - Straw mulch shall be blown or hand broadcasted onto the ground. The application technique shall create a uniform depth of not less than two to three inches. The straw fibers shall be applied to form a uniform mat of loose straw through which no more than 15 percent of the original ground surface can be seen. No large clumps or unscattered straw shall be present after application. Straw shall be clean rice, barley or wheat straw. Fibers shall not be chopped less than 6-inches in length.
d. Fertilization - The fertilizer shall be commercial type ammonium phosphate (16-20-0) and shall contain a minimum of 16% nitrogen, 20% available phosphoric acid, and 0% water soluble potash, and shall contain a minimum of 12 percent sulfur. The fertilizer shall be uniform

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in composition, dry and free flowing, pelleted or granular. Fertilizer is to be applied at a rate of 1lb per 1000 square feet.
e. Germination - The Service Provider shall be responsible for a successful ground cover and its survival through the germination period. This may include, but not be limited to, applying water or additional seed, and fertilizer. Any failed areas shall be replanted and successfully grown into mature plants, at the sole cost of the Service Provider. If it is determined that areas must be fenced to prohibit foot traffic from interfering with proper plant growth, Service Provider is to provide temporary fencing at Service Provider expense for the duration of the renovation.

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EXHIBIT B

LANDSCAPE MAINTENANCE & SERVICE AGREEMENT
(CITY of Oxnard and GreenCoast Landscapes Inc.)

SCHEDULE OF COMPENSATION

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EXHIBIT C

LANDSCAPE MAINTENANCE & SERVICE AGREEMENT
(CITY of Oxnard and GreenCoast Landscapes Inc.)

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

LANDSCAPE MAINTENANCE & SERVICE AGREEMENT
(CITY of Oxnard and GreenCoast Landscapes 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 trade services contracts and all unique trade services contracts governed by the Living Wage Policy.

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

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

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

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

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CITY OF OXNARD LIVING WAGE REQUIREMENTS
EFFECTIVE JULY 1, 2024
SERVICE PROVIDER shall compensate any employee of SERVICE PROVIDER who provides services under this Agreement in accordance with the Living Wage Policy, attached hereto and incorporated herein by reference as Exhibit D. While this Agreement is in effect, SERVICE PROVIDER shall pay such employee no less than $19.51 per hour for each hour that such employee provides services under this Agreement. This hourly rate shall be adjusted on July 1, 2025, and each July 1 thereafter, according to the percentage change in the Consumer Price Index, all items, prepared by the Bureau of Labor Statistics for the Los Angeles area relating to all urban consumers (CPI-U), index base 1982-84=100, comparing May of the previous year to May of the current year. In addition, while this Agreement is in effect, SERVICE PROVIDER shall provide to such employee no less than 96 hours of paid leave per calendar year. a. SERVICE PROVIDER agrees to post, at a location readily accessible to those employees providing services to the CITY, a copy of the Living Wage Policy adopted by the Oxnard City Council on July 9, 2002 and effective October 1, 2002.
b. If SERVICE PROVIDER fails to compensate such employee pursuant to the Living Wage Policy, the City Manager or designee shall terminate this Agreement on written notice to SERVICE PROVIDER, effective immediately.
c. In addition, if SERVICE PROVIDER fails to comply with the Living Wage Policy in any manner, SERVICE PROVIDER shall pay to CITY a fine of $500 and shall pay to any employee providing services under this Agreement a penalty of three times the amount or value of the compensation owed to such employee under the Living Wage Policy. SERVICE PROVIDER shall pay such fine and penalty within fifteen (15) calendar days after the City Manager or designee provides written notice to SERVICE PROVIDER of the amount owed.

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EXHIBIT E

LANDSCAPE MAINTENANCE & SERVICE AGREEMENT
(CITY of Oxnard and GreenCoast Landscapes Inc.)

PREVAILING WAGE

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

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

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

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

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

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

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

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

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

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

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

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

12. SERVICE PROVIDER shall be responsible for each and every one of its subcontractors’ compliance with Chapter 1, the DIR’s rules and regulations, and Labor Code Sections 1860 and 3700. SERVICE PROVIDER shall include in the written contract between it and each subcontractor a copy of, and a requirement that each subcontractor shall comply with, those statutory provisions. SERVICE PROVIDER shall be required to take all actions necessary to enforce such contractual provisions and ensure 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, SERVICE PROVIDER shall diligently take corrective action to halt or rectify any failure.

13. To the maximum extent, SERVICE PROVIDER shall hold harmless, defend (with counsel approved by the City Attorney) and indemnify CITY, its legislative bodies, and its officials, officers, employees and agents from any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity (including Service Provider, its subcontractors, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the

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Agreement, including without limitation the payment of all attorneys’ fees and other related costs.

All duties of SERVICE PROVIDER under this Section shall survive Agreement termination.

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EXHIBIT F

LANDSCAPE MAINTENANCE & SERVICE AGREEMENT
(CITY of Oxnard and GreenCoast Landscapes Inc.)

IRAN CONTRACTING ACT CERTIFICATION

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EXHIBIT G

LANDSCAPE MAINTENANCE & SERVICE AGREEMENT
(CITY of Oxnard and GreenCoast Landscapes Inc.)

CITATION FORM
[Please see following pages]

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EXHIBIT H

LANDSCAPE MAINTENANCE & SERVICE AGREEMENT
(CITY of Oxnard and GreenCoast Landscapes Inc.)

SERVICE AREA LOCATION MAPS

[Please see following pages]

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LANDSCAPE MAINTENANCE & SERVICE AGREEMENT

BETWEEN
THE CITY OF OXNARD AND GREENCOAST LANSCAPES INC.

By This Landscape Maintenance & Service Agreement (“Agreement”), the CITY of Oxnard (“CITY”) agrees to engage the services of GreenCoast Landscapes Inc. (“SERVICE PROVIDER”), and SERVICE PROVIDER agrees to perform the services for CITY as herein described, for the compensation, during the term, and otherwise subject to the covenants and conditions herein set forth. CITY and SERVICE PROVIDER may be individually referred to as “Party” or collectively as the “Parties.”

1. SUMMARY DESCRIPTION OF SERVICES. This Agreement is for Streets and Medians landscape maintenance (Region 2).

2. PARTIES.

CITY OF Oxnard, a general law and municipal corporation of the State of California, located at 300 West Third Street, Oxnard California 93030 GreenCoast Landscapes Inc., a corporation of the State of California, located at 9294 Stockton Rd., Moorpark, CA 93021.

3. TERM OF AGREEMENT: From: July 1, 2025 To: June 30, 2028

3.1 Time is of the essence in this Agreement.

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

3.3 Any Optional Extension (initial term, plus any option to extend) shall not exceed a total of five (5) years. The CITY in its sole discretion may exercise the optional extension upon 60 days written notice to the SERVICE PROVIDER in accordance with Section 13 of this Agreement. SERVICE PROVIDER shall issue its written consent to the CITY’s exercise of the option extension within 10 days of receipt of notice from the CITY. All Notices shall comply with Section 22 of this Agreement.

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

4. AGREEMENT AMOUNT NOT TO EXCEED: $4,294,000.00

5. AGREEMENT EXHIBITS: The following documents memorialized below are the only exhibits to this agreement and are incorporated by reference as though fully set forth

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herein. In the event of a conflict between the Exhibits and this Agreement, the Agreement controls.

Exhibit A: Scope of Services
Exhibit B: Schedule of Compensation
Exhibit C: Insurance Requirements: City Insurance Exhibit INS-D Exhibit D: Living Wage Policy
Exhibit E: Prevailing Wage Policy
Exhibit F: Iran Contracting Certification
Exhibit G: Citation Form
Exhibit H: Service Area Location Maps

6. DESIGNATED REPRESENTATIVES.

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

CITY Designated Representative: SERVICE PROVIDER Designated Representative:

Name: Brandon Lopez Name: Juan D. Perez Delgado
Title: Parks Manager Title: CEO/President
Phone: 805-385-7951 Phone: 805-702-5712
Email: [email protected] Email: [email protected] Mailing Address (if differs from above): Mailing Address (if differs from above):
1060 Pacific Avenue, Building #3 P.O. Box 659
Oxnard, CA 93030 Somis, CA 93066

7. CONTRACTUAL PREREQUISITES.

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

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

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

7.4 SERVICE PROVIDER shall not perform any work under this Agreement until a proof of insurance has been provided to the City as required under Section 26 of this Agreement.

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8. SERVICE PROVIDER'S SERVICES.

8.1 SERVICE PROVIDER shall perform the tasks, obligations, and services set forth in the “Scope of Services” attached to and incorporated into this Agreement as “Exhibit A.” Once this Agreement is executed, the Scope of Services may only be modified by written Amendment pursuant to Section 14 of this Agreement.

8.2 The Services shall be coordinated with the designated City Project Manager set forth in Exhibit A subject to the direction of the City Manager or Department Director.

SERVICE PROVIDER hereby designates its Project Manager as set forth in “Exhibit A” as the person responsible for the Services who shall coordinate with City’s Project Manager in executing the scope of services under this Agreement and the monthly inspections in section 9.

9. MONTHLY INSPECTIONS.

The City shall perform bi-monthly site inspections with the Service Provider. During the Inspections, the City will compile a list utilizing Cappsure It, the City’s Maintenance Service Report System. The inspection report(s) will list landscape-related items, that are within the Scope of Work, which should be performed before the next site inspection. The City’s Project Manager will schedule the monthly inspections and provide notice of the schedule to the Service Provider’s Project Manager. The Service Provider must notify the City no less than seven (7) Calendar Days if there is a need to reschedule. All scheduled inspections will proceed with or without the attendance of the Service Provider.

10. SERVICE PROVIDER’S PROSECUTION EXECUTION OF THE SCOPE OF WORK In accordance with Section 8 and 9 of this agreement, Service Provider shall execute the work identified in the City’s monthly inspection reports within the time identified in the inspection report provided by the City to the Service Provider. Furthermore, Service provider shall execute the work as identified in the Scope of Service (Exhibit A) documents in the time and manner as stated in the respective Exhibits. Failure to execute the required work under this contract shall subject the Service Provider to a $250.00 Citation per occurrence for failure to execute the work identified in the monthly inspection reports, and the Scope of Work and Service level documents. Service provider shall not be issued a citation for failure to execute work that is outside the scope of this agreement. The Citation Form is attached to this Agreement for reference as Exhibit G.

11. COMPENSATION.

CITY shall pay SERVICE PROVIDER for the services performed pursuant to the terms of this Agreement in the time and manner set forth in the “Schedule of Compensation,” attached to and incorporated into this Agreement as “Exhibit B.” CITY shall pay SERVICE PROVIDER an amount not to exceed the amount is listed in Section 4 of this Agreement.

Once this Agreement is executed, the Schedule of Compensation may only be modified by written Amendment pursuant to Section 14 of this Agreement, and may be subject to approval by the City Council.

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

11.2 Any request for price adjustment is subject to section 14. City is under no obligation to allow requested price adjustments.

12. PAYMENT & INVOICES.

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

12.1 Payment Request. SERVICE PROVIDER shall submit a payment request to CITY by the end of each calendar month listing the Services provided, costs of those Services, and total amount due for the month. Invoices may be emailed to:
[email protected].

12.2 Non-Appropriation of Funds. Payments to be made to SERVICE PROVIDER by CITY for the Services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted and unencumbered appropriation of CITY. In the event CITY does not appropriate sufficient funds for payment of the Services beyond the current fiscal year, this Agreement shall cover payment for the Services only up to the conclusion of the last fiscal year in which CITY appropriated sufficient funds and shall automatically terminate at that fiscal year’s conclusion.

12.3 SERVICE PROVIDER’s acceptance of final payment made pursuant to this Agreement shall constitute a release of CITY from all claims and liabilities for compensation to SERVICE PROVIDER for anything completed, finished or relating to the Services. CITY’s payment shall not constitute nor be deemed a release of the responsibility and liability of SERVICE PROVIDER for the accuracy and competency of the information provided and/or the Services performed hereunder, nor shall such payment be deemed to be an assumption of responsibility or liability by CITY for any defect or error in the Services performed by SERVICE PROVIDER and its employees, agents and Subcontracted service providers.

12.4 SERVICE PROVIDER shall provide CITY with a completed Request for Taxpayer Identification Number and Certification, as issued by the Internal Revenue Service. If any sales tax is due for the Services performed by SERVICE PROVIDER or materials or products provided to CITY by SERVICE PROVIDER, SERVICE

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PROVIDER shall pay the sales tax. CITY shall not reimburse SERVICE PROVIDER for sales taxes paid by SERVICE PROVIDER.

13. OPTION TO EXTEND AGREEMENT.

When in the CITY’s best interest, this Agreement may only be extended, if the City in its discretion exercises the option to extend pursuant to Section 3.2 and 3.3 of the Agreement.

The initial term, plus any option to extend, shall not exceed a total of five (5) years. If no option to extend the Agreement appears in section 3.2, then this Agreement shall not be extended.

14. MODIFICATION OF AGREEMENT.

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

15. 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 SERVICE PROVIDER only for work done by SERVICE PROVIDER up to and including the date of termination of this Agreement unless the termination is for cause, in which event SERVICE PROVIDER need be compensated only to the extent required by law. SERVICE PROVIDER may terminate this Agreement at any time during the term of the Agreement by giving the CITY sixty (60) calendar days’ written notice.

16. INDEPENDENT CONTRACTOR

SERVICE PROVIDER is and shall at all times remain, as to City, a wholly independent contractor. Neither City nor any of its employees or agents shall have control over the conduct of SERVICE PROVIDER or any of its employees, except as stated in this Agreement.

SERVICE PROVIDER has and shall retain the right to exercise full control over the employment, direction, means of performance, location, compensation and discharge of all persons assisting SERVICE PROVIDER. This Agreement shall not be interpreted to prevent or preclude SERVICE PROVIDER from rendering any services for SERVICE PROVIDER’s own account or to any other person or entity as SERVICE PROVIDER in its sole discretion shall determine; provided, however, that performing such services shall not materially interfere with the Services the SERVICE PROVIDER shall perform for the City. The CITY retains the right to provide general instructions to and observe the SERVICE PROVIDER in the performance of all services done on behalf of the CITY.

SERVICE PROVIDER and its employees and agents have no authority, express or implied, to act on behalf of City in any capacity, to incur any debt, obligation or liability on behalf of City, bind City in any manner, or otherwise act on behalf of City as an agent.

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

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and its employees are not entitled to receive from City any of the benefits or rights afforded employees of City, including but not limited to reserve leave, sick leave, vacation leave, holiday leave, compensatory leave, Public Employees Retirement System benefits, and health, life, dental, long-term disability and workers’ compensation insurance benefits.

SERVICE PROVIDER shall not, at any time or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of City.

17. LAWFUL PERFORMANCE.

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

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

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

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

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

19.2. Deliverables. SERVICE PROVIDER shall deliver to the CITY the studies, plans, specifications, or other documents as are identified in the Scope of Services; and SERVICE PROVIDER shall, upon completion of all work, submit to the CITY all

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

SERVICE PROVIDER shall, in such time and in such form as the CITY may require, furnish reports concerning the status of services required under this Agreement.

SERVICE PROVIDER shall, upon request by CITY and upon completion or termination of this Agreement, deliver to the CITY all material furnished to SERVICE PROVIDER by the CITY.

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

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

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

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

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

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20. ASSIGNMENT.

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

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. NOTICES.

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

23. COVENANTS AND CONDITIONS.

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

24. WAIVER.

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

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25. INDEMNIFICATION, HOLD HARMLESS & DEFENSE.

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

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

25.3 The review, acceptance or approval of SERVICE PROVIDER’s work or work product by any of the Indemnitees shall not affect, relieve or reduce SERVICE PROVIDER’s indemnification or defense obligations. SERVICE PROVIDER waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by SERVICE PROVIDER pursuant to this Agreement. The provisions of this Section shall not be restricted by and do not affect the provisions of this Agreement relating to Section 26. The SERVICE PROVIDER’s obligations under this Section of the Agreement shall survive the termination of the Agreement.

25.4 SERVICE PROVIDER agrees to pay all required taxes on amounts paid to SERVICE PROVIDER under this Agreement, and to indemnify and hold CITY harmless from any and all taxes, assessments, penalties, and interest asserted against CITY by reason of the independent contractor relationship created by this Agreement.

SERVICE PROVIDER shall be solely responsible for, and shall save CITY harmless

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from, all matters relating to the payment of SERVICE PROVIDER’s subcontractors, material suppliers, directors, officers, employees, agents and representatives, including compliance with social security requirements, federal and State income tax withholding, and all other regulations governing employer-employee relations, as applicable. CITY shall have the right to offset against the amount of any compensation due to SERVICE PROVIDER under this Agreement any amount due to CITY from SERVICE PROVIDER as a result of its failure to promptly pay to CITY any reimbursement or indemnification arising under this Section.

26. INSURANCE.

SERVICE PROVIDER shall obtain and maintain during the performance of any services under this Agreement the insurance coverages listed within “Exhibit C”, which is attached hereto and incorporated herein by this reference, unless the Risk Manager waives, in writing, the requirement that SERVICE PROVIDER obtain and maintain such insurance coverages. Such insurance must be issued by a company satisfactory to the Risk Manager.

SERVICE PROVIDER shall, before performance of any Services pursuant to this Agreement, file with the Risk Manager evidence of insurance coverage as specified in “Exhibit C”.

Maintenance of insurance coverages by SERVICE PROVIDER is a material element of this Agreement. SERVICE PROVIDER’S failure to maintain or renew insurance coverages or to provide renewal evidence shall be considered a material breach of this Agreement.

27. LIVING WAGE REQUIREMENTS.

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

28. PREVAILING WAGE REQUIREMENTS.

28.1. Application. The payment of State prevailing wages as designated for Ventura County shall apply to public works projects. However, this section shall not apply to work performed on a public works project of twenty-five thousand dollars ($25,000) or less when the project is for construction, alteration, demolition, installation, or repair work; or to work performed on a public works project of fifteen thousand dollars ($15,000) or less when the project is for maintenance work. Prevailing wages are required to be paid to all workers, including subcontracted employees. Please see “Exhibit E” for further information regarding Prevailing Wage requirements.

28.2. Compliance with California Department of Industrial Relations (DIR). To determine if this Agreement is subject to compliance monitoring and enforcement, go to:
https://www.dir.ca.gov/Public-Works/PublicWorksSB854FAQ.html

28.3. Contract Splitting. It is unlawful to split, or separate into small portions, work

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orders, projects, purchases, or public works projects for the purpose of evading these prevailing wage requirements.

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

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

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

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

31. DISPUTES.

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

Pending final decision of a dispute, the SERVICE PROVIDER shall proceed diligently with the

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performance of the Agreement and in accordance with the decision of the CITY’s Designated Representative.

32. DISPUTE RESOLUTION.

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

33. AUDIT.

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

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

35. NONDISCRIMINATORY EMPLOYMENT.

SERVICE PROVIDER shall not unlawfully discriminate against any individual based on race, color, religion or religious creed, national origin, ancestry, ethnic group identification, primary language, physical disability, mental disability, medical condition, genetic information,

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marital status, gender, gender identity, gender expression, sex, sexual orientation, age, immigration status, citizenship or military and veteran status. SERVICE PROVIDER understands and agrees that it is bound by and will comply with all legal nondiscrimination mandates. For every subcontractor who will perform Services, SERVICE PROVIDER shall be responsible for such subcontractor’s compliance with this Section.

36. FORCE MAJEURE.

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

37. 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.

38. 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.

39. 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.

40. NO THIRD-PARTY BENEFICIARY.

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

41. AUTHORITY TO EXECUTE.

Each Party hereto expressly warrants and represents that through its Designated Representative it has the authority to execute this Agreement on behalf of its corporation, partnership, business entity, or governmental entity, and warrants and represents that the Designated Representative has the authority to bind each Party to the performance of its obligations hereunder.

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42. 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.

43. INCONSISTENT OR CONFLICTING TERMS.

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

44. ACKNOWLEDGEMENT.

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

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

CITY OF OXNARD GREENCOAST LANDSCAPES INC.
☐Luis Mc Arthur, Mayor1 Date Juan D. Perez Delgado, Date ☐Jennifer Yates, 2 CEO/President
Purchasing Manager
Jessica K. Jauregui Rivera Date
CFO3
ATTEST:

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

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

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

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EXHIBIT A

LANDSCAPE MAINTENANCE & SERVICE AGREEMENT
(CITY of Oxnard and GreenCoast Landscapes Inc.)

SCOPE OF SERVICES
Project Manager:

Brandon Lopez
[email protected]
805-385-7951
SECTION 1 LICENSING AND GENERAL NOTES

1.1 Licensing and Professional Certification
Required:

SERVICE PROVIDER must hold a State of California License Classification C-27 License and Maintenance Gardener Pest Control Business (MGB) License throughout the duration of this Agreement.

Service Provider pesticide applicator shall hold a valid Qualified Applicator Certificate issued by the California Department of Pesticide Regulation throughout the duration of this Agreement.

1.2 General Notes
The level of service for the District may change at the beginning of its fiscal year based upon the level of service requested by the District’s residents. Maps of specific District areas and features relevant to this scope of work are included as Exhibit H. Quantities of assets (such as trash cans, bbqs, mutt mitt stations, etc.) may not be exact and must be verified by the Service Provider prior to starting any maintenance work. This scope of work generally describes the specification of work the City is requesting to be performed. Frequencies of services will be specified by the City in consultation with the Service Provider.

SECTION 2 General Expectations

2.1 Service Provider Responsibilities and Standard of Care The following items are a list of general responsibilities the Parks Division expects the Service Provider to perform during the course of fulfilling this Agreement. This list is not exhaustive and should serve as a general outline of the standard of work expected of the Service Provider by the City of Oxnard. i. Service Provider must ensure the public’s safety when performing services. ii. Service Provider will be required to provide staff uniforms that uniquely identify them as crew members assigned to this Agreement. If the Service Provider maintains contracts with HOAs or businesses within the City, the Service Provider shall be required to have their staff wearing uniforms which clearly

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identify them from other Service Provider’s staff working in the HOA or business areas. Uniforms shall be agreed upon between Service Provider and the City prior to the start of any work.
iii. Service Provider shall behave and operate in an environmentally and professionally sound way so as to not create damage or cause exposure by virtue of negligence or omission.
iv. Service Provider shall ensure that equipment is properly maintained in accordance with the manufacturer’s specifications and are maintained as to not endanger the operator or any person in the vicinity of operations. v. Service Provider to conduct the work required in such a manner as to cause the least amount of interference to the public.
vi. Service Provider to schedule work to conform to all applicable City Ordinances.
vii. Service Provider to submit work schedule including details on work crew assignments prior to start of contract.
viii. Work using power equipment will not be performed adjacent to residential housing before 8:00a.m.
ix. Service Provider is responsible for repairing damage to the irrigation system caused by Service Provider i.e. irrigation boxes being damaged or destroyed by mower blades.
x. Emergency Services: Service Provider shall provide the City of Oxnard with the names and telephone numbers of at least two (2) contacts who can be called by City of Oxnard Staff when emergency maintenance conditions occur.

Such work shall be performed for additional compensation unless the emergency maintenance condition is created as a result of the Service Provider's negligence. Emergency work will be compensated at the hourly rate established by this Agreement for extra work. The City of Oxnard shall call for such assistance only in the event of a genuine and substantial emergency.

Upon notification by the City of Oxnard of emergency conditions, the Service Provider shall arrive at the site and report status within two (2) hours from the time of notification.
xi. No live tree removal (including understory and shrubs in the existing landscape or the surrounding “natural” area) shall take place without the permission of the City of Oxnard Arborist or a Special District’s Project Manager.
xii. Service Provider shall provide an organizational chart that identifies numbers of staff dedicated to this Agreement and their intended responsibilities. xiii. The Service Provider will be held responsible for any damages to grass, trees, plants, shrubs, fences, walls, sidewalks, brick, pavers, glass, irrigation, all weather turf, etc. that is caused by the Service Providers error. Replacement of any damaged material will be the responsibility of the Service Provider and will be subject to the acceptance of the City.
xiv. Service Provider is responsible for employing an in-house pesticide applicator or person dedicated to this service for the specific purpose of spraying properties and sites within this Agreement. Service Provider is responsible for applying all chemicals in a safe manner consistent with the label directions and federal and state laws and regulations. Application rates and frequencies

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are determined by the manufacturer's recommendations. Chemical mixing and application shall be supervised by a Licensed Pesticide Applicator. Records must be maintained according to the applicable licensing regulatory body.

MSDS (Material Safety Data Sheets) forms shall be placed in visible locations prior to spray applications.
xv. If through inspection and verification, in the City of Oxnard’s opinion, work as defined by the specifications has been carried out to an insufficient standard, the work shall be carried out again by the Service Provider without creating a backlog to other maintenance schedules and at the expense of the Service Provider.
xvi. Upon written permission by the City, Service Provider may procure and store a roll-off bin at a site agreed upon by the City for green waste. xvii. Service Provider or representative shall be available to perform regular inspections with the City of Oxnard. Inspections shall occur at least once per month at an agreed-upon time.
xviii. Service Provider is responsible for traffic control for work within the public rightof-way. If required by the City, the Service Provider must submit a traffic control plan to the City Traffic Engineer 15 days prior to the execution of related work. The traffic control plan must be stamped by a licensed engineer unless Service Provider elects to use a standard control plan from the WATCH Handbook. Plan shall include a detour for pedestrians. If no detour can be safely provided for pedestrians, one crewmember must be assigned flagger duties to safely escort pedestrians. All traffic control equipment must be in good working condition. Flaggers and workers must all wear appropriate personal protective equipment. City shall pay for all traffic control permits if necessary.
xix. In the event of inclement weather, Service Provider remains responsible for providing services. Power machinery and tools that cannot be operated safely in foul weather conditions may not be used. However, Service Provider is to exhaust all other means of providing service prior to ending any service days in the City of Oxnard. Service Provider is responsible for providing for the safety of their crews and in the event that crews will not be on site due to weather conditions, Service Provider must notify the City in writing. xx. Service Provider will be required to utilize the maintenance reporting software designated by the City or his or her representative during the term of the Agreement. Usage of the software will include, but is not limited to property check-ins, deficiency reporting, work orders, inventory management, etc. xxi. Service provider to use City approved light weight vehicles and equipment to enter landscaped areas. Including turf areas, landscaped beds, and right-ofway.

2.2 Equipment and Materials
Service Provider shall provide at cost all labor, equipment, materials, supplies, tools, and transportation as required during the performance of this scope which may include but is not limited to:
i. Hauling

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ii. Chemicals
iii. Dumping
iv. Trash bags
v. Seed
vi. Batteries
vii. Insecticides
viii. Herbicides
ix. Fertilizers
x. Fuel
And any other labor, equipment, materials, supplies, tools, and transportation needed to perform park, landscape, and associated facilities maintenance work as directed/described herein these Agreement documents.

2.3 General Maintenance
Service Provider shall perform all work necessary to complete the Agreement in a manner acceptable to the City of Oxnard. The general areas to be maintained and tasks to be performed shall include but are not limited to the areas listed below i. Turf Management: Routine mowing, trimming, and weed abatement. ii. Shrub/Pruning & Ground cover: routine weeding, cultivation, fertilization, weed abatement, and pruning.
iii. Hardscape Management: sweeping, blowing, litter and trash removal, driveway/aprons, parking lots and sidewalks.
iv. Tree Maintenance: Proactively prune Queens Palms only.

2.4 Vandalism and Theft
Vandalism and theft observed or discovered by the Service Provider must be reported to the City at the first available opportunity. Repairs and replacements necessary to mitigate damage from vandalism and theft are outside of this scope.

SECTION 3 Parks and Facilities Maintenance Schedule and Reporting

3.1 Creation of Schedule
Prior to beginning services under this Agreement, Service Provider shall determine a schedule in cooperation with the City for recurring (daily, weekly, monthly, etc.) grounds maintenance (mowing, pruning, etc.). This schedule will be utilized to conduct random site checks to ensure adherence to specifications and expectations.

Service Provider is expected to adjust and manage staffing as necessary to complete the tasks and frequency of tasks as outlined within this scope of work, particularly within Section 4.

If for any reason there is an anticipated variation to the provided schedule Service Provider shall notify the City of Oxnard immediately upon knowledge of the need to make a schedule adjustment. The Contactor will be required to resume work as

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soon as possible in accordance with the annual schedule and Agreement specifications.

Service Provider shall make all necessary visits during the year to correct any problems that may occur during the Agreement Term.

3.2 Parks and Facilities Inspections and Reports
Service Provider will be required to utilize the maintenance reporting software as determined by the City.

SECTION 4 Regular Maintenance Programs

4.1 Turf Management
The City of Oxnard expects a detailed, proactive approach to turf management.

Maintenance to the following specifications shall be performed by the Service Provider as a part of the Turf Management Program:
i. All Turf Areas: these areas shall be inspected during site visits for holes, wet spots, uneven surfaces, defective sprinklers and other hazards. Issues shall be noted and provided to the City in writing within 24 hours. ii. Proper and necessary horticultural practices shall be used to achieve clean, green, and safe turf given the high visibility of the turf and landscape at these facilities.
iii. A string trimmer must be used in areas around buildings, fences, valve boxes, signs, rocks, light posts, etc. on a schedule that maintains a neat and professional appearance.
iv. An edger shall be used in all areas where grass and concrete meet. Such edging should be done with a power edger with a rigid blade or straight line trimmers with a proper guide to facilitate neat, straight, and professional edged appearance; freehand line trimming will not meet this requirement. v. All turf is to be debris, and litter free.
vi. All turf areas once cut shall have a height of 2-3 inches. vii. Alternating mow patterns are required in order to reduce “tracking.” viii. The Service Provider is responsible for ensuring a complete and thorough removal of all debris at the completion of all mowing occurrences to include clumping or piles of grass.
ix. Service Provider must replant turf areas that fail to thrive as a result of the Service Provider or its maintenance or horticultural practices. Service Provider shall identify these areas and submit a list of them in writing to the City or his or her representative. All maintenance of replanted material will be the responsibility of the Service Provider, whether planted by the Service Provider or some other entity during the Agreement Term.

4.2 Herbicides
The goal of the Herbicide Program is to maintain planters free from weeds which includes, but is not limited to, Poa Annua, Nutsedge, Horseweed, Kikuyu grass, or

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other invasive crop damaging weeds. The following items shall be fulfilled through the Service Provider’s Herbicide Program:
i. Any herbicide application with the risk of aquatic contamination must be made with an aquatic safe herbicide.
ii. Herbicides must be applied at maximum rates unless advised by the City. iii. All chemicals must be applied by or supervised by a licensed applicator in accordance with label directions.
iv. Herbicide cost should be figured into the base bid. v. All herbicide use reports shall be submitted to the Ventura County Agriculture Commissioner and a copy shall be forwarded to the City. vi. Service Provider shall notify the City a minimum of one (1) week prior to application of herbicides. For follow-up applications, the Service Provider is to provide a second service date upon completion of the initial application and post notices accordingly.
vii. Service Provider shall ensure proper signage is installed prior to herbicide application per City, County and Federal standards. The current standard to be followed is; all areas to be treated are to be posted with signs no smaller than an 8 ½” x 11” sheet of paper no more than 50 feet apart, one week to two days prior to treatment. Signs will be Service Provider provided at Service Provider’s expense and include a map of the area treated, the label of the chemical applied, and a warning to avoid the area for a time no less than what is recommended on the label.
viii. Service Provider shall ensure that all curbs and gutters, paved walkways, stamped concrete, and joints adjacent to landscaped areas, fence lines, light standard bases, buildings and structures are free of all weeds. ix. Tree wells should be maintained by a herbicide approved by the City.

4.3 Shrub, Vine, and Groundcover Maintenance
The goal of the Shrub, Vine, and Groundcover Maintenance Program is to maintain an aesthetically pleasing landscape while ensuring proper plant health. The following items shall be addressed through the Service Provider’s Shrub, Vine, and Groundcover Maintenance Program:

4.3.1 Pruning and Edging
i. Pruning of all plant material shall be performed in a manner to create a uniformly dense plant. Service Provider shall selectively thin and tip back annually. Pruning shall be done to enhance the natural branching effect of plants.
ii. Pruning shall be performed by properly trained personnel. Relative sizes and shapes of the respective shrubs shall be appropriate for the type and location and consistent throughout the area.
iii. Service Provider shall prune regularly, as required. Remove dead wood and aesthetically balance the planting following basic horticultural practices. All suckers and undesired growth shall be removed during pruning services. Tree and shrub branches should be

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pruned to maintain appropriate clearance from all structures, buildings, light poles, AC units, fences, walkways, etc.
iv. Limbs less than 9’ feet sidewalks and 13’ above streets shall be proactively removed.
v. Pruning of formal shrub planting should be minimal and shall be completed as needed to result in a smooth, manicured appearance. vi. “Natural” areas are to be maintained in their native conditions with the exception of visibility and safety related pruning. Included in natural areas are those areas where selective trimming has been done to enhance view corridors and safety. Trimming of woody vegetation in parking lots, picnic areas, and play areas shall be conducted on an as needed basis to ensure limbs/foliage are at least eight feet high and two feet off of each side of the respective amenities.
vii. All debris from pruning shall be removed from the site and disposed of.

4.3.2 Landscaped Beds
i. Service Provider shall control weeds in bed areas by mechanical, physical and chemical methods. Bed areas are to be maintained in a manner to control and strive to eliminate weeds.
ii. All landscape beds shall remain free of litter, debris, and weeds.

Weeds sprayed with herbicide must be removed after plant death.
iii. "Natural” areas are to remain in their natural native conditions with the exception of the removal of dead wood and invasive plant material. iv. Trimming/Deadheading of formal bed plantings and ground covers shall be performed on an as needed basis to achieve a smooth, manicured appearance within established boundaries.
v. Any necessary restructuring shall be reviewed and mutually approved by the City and Service Provider.
vi. Trimming/Deadheading shall be performed by properly trained personnel. Relative sizes and shapes of the respective shrubs shall be appropriate for the type and location and consistent throughout the property. Excess vertical growth of ground cover shall be pruned back in order to maintain a neat ground cover bed.
vii. Shrubs of color (flowers, foliage, fruit) are to be pruned for maximum beauty. This shall be interpreted to mean pruning after flower color fades.
viii. Groundcover shall be pruned as needed, according to the City, to maintain separation away from the base of trees, shrub masses, and hardscapes.
ix. All pruning debris shall be removed from the site at the Service Provider’s expense.

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4.4 Tree Maintenance
i. Service Provider to proactively trim Queen Palms that can be reached with a pole saw up to 20’ from the ground. All other trees are the responsibility of the City.
ii. Palm tree pruning consists of the removal of all dead fronds, fruit clusters and other vegetation from the trunks of all Queen Palms.
iii. All debris from pruning shall be removed from the site and disposed of. iv. The use of climbing spurs or spike shoes are prohibited, unless specifically approved by the City Arborist.

4.5 General Site Maintenance
The goal of the General Site Maintenance Program is to maintain an aesthetically pleasing, clean, and safe maintenance area. The following items shall be addressed through the Service Provider’s General Site Maintenance Program.

4.5.1 Hardscape Management
i. Cracks in hardscaped areas - apply herbicide as needed to control weeds in hardscaped areas, i.e., interior pathways of parks, parking lots, sidewalks, gutters, artificial turf, etc.
ii. Cleaning - removal of debris by blowing from parking lots, sidewalks, internal park pathways, sports courts, artificial turf, play structures, and other hardscapes (parking areas, picnic areas, and walkways) and softscape areas (i.e. decomposed granite)as scheduled with City representative.

4.5.2 Litter and Debris Control
i. All areas of maintenance responsibility, including but not limited to paved parking lots, shall be kept free of all trimmings, leaves, pine needles, palm fronds, grass cuttings, dirt, mud and litter, including broken glass or other unattended items.
ii. All trimmings, litter and debris shall be removed and disposed of offsite at the Service Provider’s expense. iii. All walkway areas should be blown clean during maintenance and should be free of clipping and debris. This includes street, curb, and gutter areas.
iv. Service provider to check all trash receptacles at designated frequency. Receptacles that are at least ½ full or more will have their liner replaced. Liners must be properly secured to the inner can by tying a knot to ensure a tight fit.
v. When replacing a liner, the liner must be properly secured to the inner can by tying a knot in the top of the liner to ensure it fits tightly around the rim of the inner can.
vi. If an inner can is not present, the liner must be secured around the rim of the outer can. If the contractor comes upon a liner that does not

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need changing, but has fallen to the bottom of the can, the liner will be properly secured.
vii. If loose trash is present under the liner in the receptacle. Contractor is responsible for removing, when changing the liner.
viii. Trash liners to be replaced regardless of content fullness if it is emitting a foul odor.
ix. Contractor to supply liners at their own expense.

4.5.3 Drainage
i. Landscape drains inlets and the outlet structures should be cleared of vegetation to ensure that flow restrictions do not occur. Special care shall be taken to ensure drains are clear and function as intended.

SECTION 5 Additional Services
In the case additional services are needed outside of the regular maintenance programs, the following items will be bid individually and performed at the discretion of the City.

Materials may be provided by the Service Provider at cost and must be approved by the City prior to any use or installation. Costs must be substantiated by a receipt showing the quantity and total price.

5.1 Additional Labor
These services shall be billed at the hourly rate.
i. Medium Equipment with Operator - Service Provider shall provide a tractor with shovel/forks or other attachments and Turf Tires with a qualified operator on a per hour basis.
ii. Additional General Crew - Hourly rate per each additional crew member requested for extra work which is inclusive of truck and basic hand equipment. iii. Additional Irrigation Tech - Hourly rate per each additional irrigation tech requested for extra irrigation work inclusive of truck and typical irrigation related tools and equipment.

5.2 Piecework
These items shall include costs for all labor, equipment, and materials necessary on a per unit basis per each listed task. City reserves the right to inspect planned materials and methods of work proposed prior to execution of each requested task.

All services will be specified in addition to the regular maintenance tasks identified in Section 4.
i. Top Dressing - Top Dressing material shall be of a generic 50/50 mix.

Service Provider shall provide a per 1,000 square foot cost to apply top dressing
ii. Overseeding - Service Provider shall provide a per 1,000 square foot cost to overseed turf areas with a matching seed species.

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iii. Broadcast Fertilizer - Service Provider shall provide a per 1,000 square foot cost to apply a fertilizer at the rate of 1lb. per 1,000 sq. ft.. iv. Power Washing - Service Provider shall use a high pressure, hot water, no greater than 1,500 pounds per square inch pressure stream to ensure a surface is clean, free of mold, mildew, grim, etc. Service Provider may need to apply a biodegradable cleaner or degreaser and/or algaecide to ensure this desired effect. Price shall be provided per hour.
v. Core Aeration - Aeration shall be done with a power driven aerifier using ½ inch coring tine. Service Provider shall take extreme care to not damage irrigation and landscape improvements with equipment. Core aeration will be performed to a depth of 6” with cores mat drug throughout areas that have been aerated. Price will be per 1,000 square feet.
vi. Dethatching - Thatch removal shall be performed with a power-driver verticutting machine. All grass clippings associated with this process shall be removed from the site and disposed of. Price will be per 1,000 square feet. vii. Mulch - Service Provider will provide a per cubic yard price to install noncolored hardwood mulch where specified. viii. Decomposed Granite - Service Provider will provide a per cubic yard price to install non-colored decomposed granite to a depth of 3" where specified. Price to include any subsurface site prep necessary.
ix. Landscape Pavers - Service Provider will provide a per square foot price to install decorative landscape pavers (determined in cooperation with the City) where specified. Price to include any subsurface site prep necessary. x. Stones - Service Provider to provide a single unit price for the installation of 12” to 24” and 24” to 36” stones.
xi. Sod Installation - Sod shall be of species type specified by the City, price will be per square foot.
xii. Sod Cutting - Sod shall be cut with a mechanical sod cutter 1.5 to 3 inches in depth. Price shall be provided per square foot and should include dumping costs.
xiii. Pruning Vegetation and Trees - as identified in the Pruning scopes in Section 4 on a per hour basis.
xiv. Reel Mowing - use of at least a 72-inch reel mower and operator, with sharp blades and maintained bed reels on a per 1,000 square foot basis. xv. Rotary Mowing - use of at least a 48-inch riding or standing rotary mower with sharp blades on a per 1,000 square foot basis.
xvi. Edging/Line Trimming - use of a string trimmer and operator to where grass and concrete meet to maintain a neat and professional appearance on a linear foot basis.
xvii. Landscape Drainage - Installation of a buried French drain system 3” to 4” in diameter. Price shall be per linear foot.
xviii. Weed Control - Additional weed control visits above and beyond that which is included within Section 4. Use of chemical and manual means to remove and prevent weed growth/regrowth. Price shall be per 1,000 sq. ft. xix. Riprap Clean Up - Use of an aquatic safe herbicide for the knockdown of weeds and subsequent removal of plant material, trash and debris. Price shall

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be per service and shall be for one service of the full length of the riprap around the island.

5.3 Landscape Renovations
i. Planter Bed Renovation - on a per square foot basis, Service Provider shall provide a price for the general renovation of planter beds. Renovation should include additional soil and amendments where necessary, mulch, plant material and any other material and equipment necessary to complete the work. Renovation work will be limited in scope to landscape similar in nature to that which is previously established.
ii. Turf Renovation - a per square foot price will be provided for the following complete service. Upon the completion of Seedbed Preparation; Delivery, Mulching, and Fertilization shall occur within the following 48 hours. a. Seedbed Preparation - The areas to be seeded shall be reasonably smooth. Any debris, including rocks and roots which would interfere with seeding, growth, or maintenance of the vegetation, or as specified elsewhere in these specifications, shall be removed. The surface areas to be seeded, including fill slopes, shall be compacted by first bringing the soil to optimum moisture by drying or adding water, and track walking or rolling firm. The areas shall then be roughened by scarifying, discing, borrowing, or otherwise worked to a depth of 2" to 4". Scarifying operations shall be cross slope, where possible. Cut slopes shall be dressed to neat lines and all loose material raked to the toe and removed.
b. Delivery - All seed shall be delivered to the site tagged and labeled in accordance with California Agricultural Code. The seed shall be of a quality which has a minimum pure live seed content of 80% (% purity x % germination) and weed seed shall not exceed 0.5%. Legume seed shall be pellet inoculated with appropriate bacteria. The seed shall be broadcast with a truck or tractor mounted automatic seeder, where possible. Hand held breast seeders, (belly grinders) are suitable for small areas. Seed varieties are to be pre-approved through the City before application.
c. Renovation Mulching - Straw mulch shall be blown or hand broadcasted onto the ground. The application technique shall create a uniform depth of not less than two to three inches. The straw fibers shall be applied to form a uniform mat of loose straw through which no more than 15 percent of the original ground surface can be seen. No large clumps or unscattered straw shall be present after application. Straw shall be clean rice, barley or wheat straw. Fibers shall not be chopped less than 6-inches in length.
d. Fertilization - The fertilizer shall be commercial type ammonium phosphate (16-20-0) and shall contain a minimum of 16% nitrogen, 20% available phosphoric acid, and 0% water soluble potash, and shall contain a minimum of 12 percent sulfur. The fertilizer shall be uniform

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in composition, dry and free flowing, pelleted or granular. Fertilizer is to be applied at a rate of 1lb per 1000 square feet.
e. Germination - The Service Provider shall be responsible for a successful ground cover and its survival through the germination period. This may include, but not be limited to, applying water or additional seed, and fertilizer. Any failed areas shall be replanted and successfully grown into mature plants, at the sole cost of the Service Provider. If it is determined that areas must be fenced to prohibit foot traffic from interfering with proper plant growth, Service Provider is to provide temporary fencing at Service Provider expense for the duration of the renovation.

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EXHIBIT B

LANDSCAPE MAINTENANCE & SERVICE AGREEMENT
(CITY of Oxnard and GreenCoast Landscapes Inc.)

SCHEDULE OF COMPENSATION

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EXHIBIT C

LANDSCAPE MAINTENANCE & SERVICE AGREEMENT
(CITY of Oxnard and GreenCoast Landscapes Inc.)

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

LANDSCAPE MAINTENANCE & SERVICE AGREEMENT
(CITY of Oxnard and GreenCoast Landscapes 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 trade services contracts and all unique trade services contracts governed by the Living Wage Policy.

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

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

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

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

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CITY OF OXNARD LIVING WAGE REQUIREMENTS
EFFECTIVE JULY 1, 2024
SERVICE PROVIDER shall compensate any employee of SERVICE PROVIDER who provides services under this Agreement in accordance with the Living Wage Policy, attached hereto and incorporated herein by reference as Exhibit D. While this Agreement is in effect, SERVICE PROVIDER shall pay such employee no less than $19.51 per hour for each hour that such employee provides services under this Agreement. This hourly rate shall be adjusted on July 1, 2025, and each July 1 thereafter, according to the percentage change in the Consumer Price Index, all items, prepared by the Bureau of Labor Statistics for the Los Angeles area relating to all urban consumers (CPI-U), index base 1982-84=100, comparing May of the previous year to May of the current year. In addition, while this Agreement is in effect, SERVICE PROVIDER shall provide to such employee no less than 96 hours of paid leave per calendar year. a. SERVICE PROVIDER agrees to post, at a location readily accessible to those employees providing services to the CITY, a copy of the Living Wage Policy adopted by the Oxnard City Council on July 9, 2002 and effective October 1, 2002.
b. If SERVICE PROVIDER fails to compensate such employee pursuant to the Living Wage Policy, the City Manager or designee shall terminate this Agreement on written notice to SERVICE PROVIDER, effective immediately.
c. In addition, if SERVICE PROVIDER fails to comply with the Living Wage Policy in any manner, SERVICE PROVIDER shall pay to CITY a fine of $500 and shall pay to any employee providing services under this Agreement a penalty of three times the amount or value of the compensation owed to such employee under the Living Wage Policy. SERVICE PROVIDER shall pay such fine and penalty within fifteen (15) calendar days after the City Manager or designee provides written notice to SERVICE PROVIDER of the amount owed.

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EXHIBIT E

LANDSCAPE MAINTENANCE & SERVICE AGREEMENT
(CITY of Oxnard and GreenCoast Landscapes Inc.)

PREVAILING WAGE

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

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

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

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

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

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

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

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

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

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

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

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

12. SERVICE PROVIDER shall be responsible for each and every one of its subcontractors’ compliance with Chapter 1, the DIR’s rules and regulations, and Labor Code Sections 1860 and 3700. SERVICE PROVIDER shall include in the written contract between it and each subcontractor a copy of, and a requirement that each subcontractor shall comply with, those statutory provisions. SERVICE PROVIDER shall be required to take all actions necessary to enforce such contractual provisions and ensure 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, SERVICE PROVIDER shall diligently take corrective action to halt or rectify any failure.

13. To the maximum extent, SERVICE PROVIDER shall hold harmless, defend (with counsel approved by the City Attorney) and indemnify CITY, its legislative bodies, and its officials, officers, employees and agents from any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity (including Service Provider, its subcontractors, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the

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Agreement, including without limitation the payment of all attorneys’ fees and other related costs.

All duties of SERVICE PROVIDER under this Section shall survive Agreement termination.

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EXHIBIT F

LANDSCAPE MAINTENANCE & SERVICE AGREEMENT
(CITY of Oxnard and GreenCoast Landscapes Inc.)

IRAN CONTRACTING ACT CERTIFICATION

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EXHIBIT G

LANDSCAPE MAINTENANCE & SERVICE AGREEMENT
(CITY of Oxnard and GreenCoast Landscapes Inc.)

CITATION FORM

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EXHIBIT H

LANDSCAPE MAINTENANCE & SERVICE AGREEMENT
(CITY of Oxnard and GreenCoast Landscapes Inc.)

SERVICE AREA LOCATION MAPS

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LANDSCAPE MAINTENANCE & SERVICE AGREEMENT

BETWEEN
THE CITY OF OXNARD AND GREENCOAST LANSCAPES INC.

By This Landscape Maintenance & Service Agreement (“Agreement”), the CITY of Oxnard (“CITY”) agrees to engage the services of GreenCoast Landscapes Inc. (“SERVICE PROVIDER”), and SERVICE PROVIDER agrees to perform the services for CITY as herein described, for the compensation, during the term, and otherwise subject to the covenants and conditions herein set forth. CITY and SERVICE PROVIDER may be individually referred to as “Party” or collectively as the “Parties.”

1. SUMMARY DESCRIPTION OF SERVICES. This Agreement is for Streets and Medians landscape maintenance (Region 3).

2. PARTIES.

CITY OF Oxnard, a general law and municipal corporation of the State of California, located at 300 West Third Street, Oxnard California 93030 GreenCoast Landscapes Inc., a corporation of the State of California, located at 9294 Stockton Rd., Moorpark, CA 93021.

3. TERM OF AGREEMENT: From: July 1, 2025 To: June 30, 2028

3.1 Time is of the essence in this Agreement.

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

3.3 Any Optional Extension (initial term, plus any option to extend) shall not exceed a total of five (5) years. The CITY in its sole discretion may exercise the optional extension upon 60 days written notice to the SERVICE PROVIDER in accordance with Section 13 of this Agreement. SERVICE PROVIDER shall issue its written consent to the CITY’s exercise of the option extension within 10 days of receipt of notice from the CITY. All Notices shall comply with Section 22 of this Agreement.

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

4. AGREEMENT AMOUNT NOT TO EXCEED: $3,527,000.00

5. AGREEMENT EXHIBITS: The following documents memorialized below are the only exhibits to this agreement and are incorporated by reference as though fully set forth

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herein. In the event of a conflict between the Exhibits and this Agreement, the Agreement controls.

Exhibit A: Scope of Services
Exhibit B: Schedule of Compensation
Exhibit C: Insurance Requirements: City Insurance Exhibit INS-D Exhibit D: Living Wage Policy
Exhibit E: Prevailing Wage Policy
Exhibit F: Iran Contracting Certification
Exhibit G: Citation Form
Exhibit H: Service Area Location Maps

6. DESIGNATED REPRESENTATIVES.

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

CITY Designated Representative: SERVICE PROVIDER Designated Representative:

Name: Brandon Lopez Name: Juan D. Perez Delgado
Title: Parks Manager Title: CEO/President
Phone: 805-385-7951 Phone: 805-702-5712
Email: [email protected] Email: [email protected] Mailing Address (if differs from above): Mailing Address (if differs from above):
1060 Pacific Avenue, Building #3 P.O. Box 659
Oxnard, CA 93030 Somis, CA 93066

7. CONTRACTUAL PREREQUISITES.

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

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

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

7.4 SERVICE PROVIDER shall not perform any work under this Agreement until a proof of insurance has been provided to the City as required under Section 26 of this Agreement.

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8. SERVICE PROVIDER'S SERVICES.

8.1 SERVICE PROVIDER shall perform the tasks, obligations, and services set forth in the “Scope of Services” attached to and incorporated into this Agreement as “Exhibit A.” Once this Agreement is executed, the Scope of Services may only be modified by written Amendment pursuant to Section 14 of this Agreement.

8.2 The Services shall be coordinated with the designated City Project Manager set forth in Exhibit A subject to the direction of the City Manager or Department Director.

SERVICE PROVIDER hereby designates its Project Manager as set forth in “Exhibit A” as the person responsible for the Services who shall coordinate with City’s Project Manager in executing the scope of services under this Agreement and the monthly inspections in section 9.

9. MONTHLY INSPECTIONS.

The City shall perform bi-monthly site inspections with the Service Provider. During the Inspections, the City will compile a list utilizing Cappsure It, the City’s Maintenance Service Report System. The inspection report(s) will list landscape-related items, that are within the Scope of Work, which should be performed before the next site inspection. The City’s Project Manager will schedule the monthly inspections and provide notice of the schedule to the Service Provider’s Project Manager. The Service Provider must notify the City no less than seven (7) Calendar Days if there is a need to reschedule. All scheduled inspections will proceed with or without the attendance of the Service Provider.

10. SERVICE PROVIDER’S PROSECUTION EXECUTION OF THE SCOPE OF WORK In accordance with Section 8 and 9 of this agreement, Service Provider shall execute the work identified in the City’s monthly inspection reports within the time identified in the inspection report provided by the City to the Service Provider. Furthermore, Service provider shall execute the work as identified in the Scope of Service (Exhibit A) documents in the time and manner as stated in the respective Exhibits. Failure to execute the required work under this contract shall subject the Service Provider to a $250.00 Citation per occurrence for failure to execute the work identified in the monthly inspection reports, and the Scope of Work and Service level documents. Service provider shall not be issued a citation for failure to execute work that is outside the scope of this agreement. The Citation Form is attached to this Agreement for reference as Exhibit G.

11. COMPENSATION.

CITY shall pay SERVICE PROVIDER for the services performed pursuant to the terms of this Agreement in the time and manner set forth in the “Schedule of Compensation,” attached to and incorporated into this Agreement as “Exhibit B.” CITY shall pay SERVICE PROVIDER an amount not to exceed the amount is listed in Section 4 of this Agreement.

Once this Agreement is executed, the Schedule of Compensation may only be modified by written Amendment pursuant to Section 14 of this Agreement, and may be subject to approval by the City Council.

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

11.2 Any request for price adjustment is subject to section 14. City is under no obligation to allow requested price adjustments.

12. PAYMENT & INVOICES.

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

12.1 Payment Request. SERVICE PROVIDER shall submit a payment request to CITY by the end of each calendar month listing the Services provided, costs of those Services, and total amount due for the month. Invoices may be emailed to:
[email protected].

12.2 Non-Appropriation of Funds. Payments to be made to SERVICE PROVIDER by CITY for the Services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted and unencumbered appropriation of CITY. In the event CITY does not appropriate sufficient funds for payment of the Services beyond the current fiscal year, this Agreement shall cover payment for the Services only up to the conclusion of the last fiscal year in which CITY appropriated sufficient funds and shall automatically terminate at that fiscal year’s conclusion.

12.3 SERVICE PROVIDER’s acceptance of final payment made pursuant to this Agreement shall constitute a release of CITY from all claims and liabilities for compensation to SERVICE PROVIDER for anything completed, finished or relating to the Services. CITY’s payment shall not constitute nor be deemed a release of the responsibility and liability of SERVICE PROVIDER for the accuracy and competency of the information provided and/or the Services performed hereunder, nor shall such payment be deemed to be an assumption of responsibility or liability by CITY for any defect or error in the Services performed by SERVICE PROVIDER and its employees, agents and Subcontracted service providers.

12.4 SERVICE PROVIDER shall provide CITY with a completed Request for Taxpayer Identification Number and Certification, as issued by the Internal Revenue Service. If any sales tax is due for the Services performed by SERVICE PROVIDER or materials or products provided to CITY by SERVICE PROVIDER, SERVICE

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PROVIDER shall pay the sales tax. CITY shall not reimburse SERVICE PROVIDER for sales taxes paid by SERVICE PROVIDER.

13. OPTION TO EXTEND AGREEMENT.

When in the CITY’s best interest, this Agreement may only be extended, if the City in its discretion exercises the option to extend pursuant to Section 3.2 and 3.3 of the Agreement.

The initial term, plus any option to extend, shall not exceed a total of five (5) years. If no option to extend the Agreement appears in section 3.2, then this Agreement shall not be extended.

14. MODIFICATION OF AGREEMENT.

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

15. 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 SERVICE PROVIDER only for work done by SERVICE PROVIDER up to and including the date of termination of this Agreement unless the termination is for cause, in which event SERVICE PROVIDER need be compensated only to the extent required by law. SERVICE PROVIDER may terminate this Agreement at any time during the term of the Agreement by giving the CITY sixty (60) calendar days’ written notice.

16. INDEPENDENT CONTRACTOR

SERVICE PROVIDER is and shall at all times remain, as to City, a wholly independent contractor. Neither City nor any of its employees or agents shall have control over the conduct of SERVICE PROVIDER or any of its employees, except as stated in this Agreement.

SERVICE PROVIDER has and shall retain the right to exercise full control over the employment, direction, means of performance, location, compensation and discharge of all persons assisting SERVICE PROVIDER. This Agreement shall not be interpreted to prevent or preclude SERVICE PROVIDER from rendering any services for SERVICE PROVIDER’s own account or to any other person or entity as SERVICE PROVIDER in its sole discretion shall determine; provided, however, that performing such services shall not materially interfere with the Services the SERVICE PROVIDER shall perform for the City. The CITY retains the right to provide general instructions to and observe the SERVICE PROVIDER in the performance of all services done on behalf of the CITY.

SERVICE PROVIDER and its employees and agents have no authority, express or implied, to act on behalf of City in any capacity, to incur any debt, obligation or liability on behalf of City, bind City in any manner, or otherwise act on behalf of City as an agent.

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

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and its employees are not entitled to receive from City any of the benefits or rights afforded employees of City, including but not limited to reserve leave, sick leave, vacation leave, holiday leave, compensatory leave, Public Employees Retirement System benefits, and health, life, dental, long-term disability and workers’ compensation insurance benefits.

SERVICE PROVIDER shall not, at any time or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of City.

17. LAWFUL PERFORMANCE.

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

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

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

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

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

19.2. Deliverables. SERVICE PROVIDER shall deliver to the CITY the studies, plans, specifications, or other documents as are identified in the Scope of Services; and SERVICE PROVIDER shall, upon completion of all work, submit to the CITY all

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

SERVICE PROVIDER shall, in such time and in such form as the CITY may require, furnish reports concerning the status of services required under this Agreement.

SERVICE PROVIDER shall, upon request by CITY and upon completion or termination of this Agreement, deliver to the CITY all material furnished to SERVICE PROVIDER by the CITY.

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

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

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

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

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

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20. ASSIGNMENT.

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

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. NOTICES.

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

23. COVENANTS AND CONDITIONS.

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

24. WAIVER.

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

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25. INDEMNIFICATION, HOLD HARMLESS & DEFENSE.

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

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

25.3 The review, acceptance or approval of SERVICE PROVIDER’s work or work product by any of the Indemnitees shall not affect, relieve or reduce SERVICE PROVIDER’s indemnification or defense obligations. SERVICE PROVIDER waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by SERVICE PROVIDER pursuant to this Agreement. The provisions of this Section shall not be restricted by and do not affect the provisions of this Agreement relating to Section 26. The SERVICE PROVIDER’s obligations under this Section of the Agreement shall survive the termination of the Agreement.

25.4 SERVICE PROVIDER agrees to pay all required taxes on amounts paid to SERVICE PROVIDER under this Agreement, and to indemnify and hold CITY harmless from any and all taxes, assessments, penalties, and interest asserted against CITY by reason of the independent contractor relationship created by this Agreement.

SERVICE PROVIDER shall be solely responsible for, and shall save CITY harmless

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from, all matters relating to the payment of SERVICE PROVIDER’s subcontractors, material suppliers, directors, officers, employees, agents and representatives, including compliance with social security requirements, federal and State income tax withholding, and all other regulations governing employer-employee relations, as applicable. CITY shall have the right to offset against the amount of any compensation due to SERVICE PROVIDER under this Agreement any amount due to CITY from SERVICE PROVIDER as a result of its failure to promptly pay to CITY any reimbursement or indemnification arising under this Section.

26. INSURANCE.

SERVICE PROVIDER shall obtain and maintain during the performance of any services under this Agreement the insurance coverages listed within “Exhibit C”, which is attached hereto and incorporated herein by this reference, unless the Risk Manager waives, in writing, the requirement that SERVICE PROVIDER obtain and maintain such insurance coverages. Such insurance must be issued by a company satisfactory to the Risk Manager.

SERVICE PROVIDER shall, before performance of any Services pursuant to this Agreement, file with the Risk Manager evidence of insurance coverage as specified in “Exhibit C”.

Maintenance of insurance coverages by SERVICE PROVIDER is a material element of this Agreement. SERVICE PROVIDER’S failure to maintain or renew insurance coverages or to provide renewal evidence shall be considered a material breach of this Agreement.

27. LIVING WAGE REQUIREMENTS.

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

28. PREVAILING WAGE REQUIREMENTS.

28.1. Application. The payment of State prevailing wages as designated for Ventura County shall apply to public works projects. However, this section shall not apply to work performed on a public works project of twenty-five thousand dollars ($25,000) or less when the project is for construction, alteration, demolition, installation, or repair work; or to work performed on a public works project of fifteen thousand dollars ($15,000) or less when the project is for maintenance work. Prevailing wages are required to be paid to all workers, including subcontracted employees. Please see “Exhibit E” for further information regarding Prevailing Wage requirements.

28.2. Compliance with California Department of Industrial Relations (DIR). To determine if this Agreement is subject to compliance monitoring and enforcement, go to:
https://www.dir.ca.gov/Public-Works/PublicWorksSB854FAQ.html

28.3. Contract Splitting. It is unlawful to split, or separate into small portions, work

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orders, projects, purchases, or public works projects for the purpose of evading these prevailing wage requirements.

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

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

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

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

31. DISPUTES.

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

Pending final decision of a dispute, the SERVICE PROVIDER shall proceed diligently with the

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performance of the Agreement and in accordance with the decision of the CITY’s Designated Representative.

32. DISPUTE RESOLUTION.

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

33. AUDIT.

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

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

35. NONDISCRIMINATORY EMPLOYMENT.

SERVICE PROVIDER shall not unlawfully discriminate against any individual based on race, color, religion or religious creed, national origin, ancestry, ethnic group identification, primary language, physical disability, mental disability, medical condition, genetic information,

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marital status, gender, gender identity, gender expression, sex, sexual orientation, age, immigration status, citizenship or military and veteran status. SERVICE PROVIDER understands and agrees that it is bound by and will comply with all legal nondiscrimination mandates. For every subcontractor who will perform Services, SERVICE PROVIDER shall be responsible for such subcontractor’s compliance with this Section.

36. FORCE MAJEURE.

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

37. 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.

38. 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.

39. 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.

40. NO THIRD-PARTY BENEFICIARY.

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

41. AUTHORITY TO EXECUTE.

Each Party hereto expressly warrants and represents that through its Designated Representative it has the authority to execute this Agreement on behalf of its corporation, partnership, business entity, or governmental entity, and warrants and represents that the Designated Representative has the authority to bind each Party to the performance of its obligations hereunder.

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42. 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.

43. INCONSISTENT OR CONFLICTING TERMS.

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

44. ACKNOWLEDGEMENT.

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

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

CITY OF OXNARD GREENCOAST LANDSCAPES INC.
☐Luis Mc Arthur, Mayor1 Date Juan D. Perez Delgado, Date ☐Jennifer Yates, 2 CEO/President
Purchasing Manager
Jessica K. Jauregui Rivera Date
CFO3
ATTEST:

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

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

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

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EXHIBIT A

LANDSCAPE MAINTENANCE & SERVICE AGREEMENT
(CITY of Oxnard and GreenCoast Landscapes Inc.)

SCOPE OF SERVICES
Project Manager:

Brandon Lopez
[email protected]
805-385-7951
SECTION 1 LICENSING AND GENERAL NOTES

1.1 Licensing and Professional Certification
Required:

SERVICE PROVIDER must hold a State of California License Classification C-27 License and Maintenance Gardener Pest Control Business (MGB) License throughout the duration of this Agreement.

Service Provider pesticide applicator shall hold a valid Qualified Applicator Certificate issued by the California Department of Pesticide Regulation throughout the duration of this Agreement.

1.2 General Notes
The level of service for the District may change at the beginning of its fiscal year based upon the level of service requested by the District’s residents. Maps of specific District areas and features relevant to this scope of work are included as Exhibit H. Quantities of assets (such as trash cans, bbqs, mutt mitt stations, etc.) may not be exact and must be verified by the Service Provider prior to starting any maintenance work. This scope of work generally describes the specification of work the City is requesting to be performed. Frequencies of services will be specified by the City in consultation with the Service Provider.

SECTION 2 General Expectations

2.1 Service Provider Responsibilities and Standard of Care The following items are a list of general responsibilities the Parks Division expects the Service Provider to perform during the course of fulfilling this Agreement. This list is not exhaustive and should serve as a general outline of the standard of work expected of the Service Provider by the City of Oxnard. i. Service Provider must ensure the public’s safety when performing services. ii. Service Provider will be required to provide staff uniforms that uniquely identify them as crew members assigned to this Agreement. If the Service Provider maintains contracts with HOAs or businesses within the City, the Service Provider shall be required to have their staff wearing uniforms which clearly

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identify them from other Service Provider’s staff working in the HOA or business areas. Uniforms shall be agreed upon between Service Provider and the City prior to the start of any work.
iii. Service Provider shall behave and operate in an environmentally and professionally sound way so as to not create damage or cause exposure by virtue of negligence or omission.
iv. Service Provider shall ensure that equipment is properly maintained in accordance with the manufacturer’s specifications and are maintained as to not endanger the operator or any person in the vicinity of operations. v. Service Provider to conduct the work required in such a manner as to cause the least amount of interference to the public.
vi. Service Provider to schedule work to conform to all applicable City Ordinances.
vii. Service Provider to submit work schedule including details on work crew assignments prior to start of contract.
viii. Work using power equipment will not be performed adjacent to residential housing before 8:00a.m.
ix. Service Provider is responsible for repairing damage to the irrigation system caused by Service Provider i.e. irrigation boxes being damaged or destroyed by mower blades.
x. Emergency Services: Service Provider shall provide the City of Oxnard with the names and telephone numbers of at least two (2) contacts who can be called by City of Oxnard Staff when emergency maintenance conditions occur.

Such work shall be performed for additional compensation unless the emergency maintenance condition is created as a result of the Service Provider's negligence. Emergency work will be compensated at the hourly rate established by this Agreement for extra work. The City of Oxnard shall call for such assistance only in the event of a genuine and substantial emergency.

Upon notification by the City of Oxnard of emergency conditions, the Service Provider shall arrive at the site and report status within two (2) hours from the time of notification.
xi. No live tree removal (including understory and shrubs in the existing landscape or the surrounding “natural” area) shall take place without the permission of the City of Oxnard Arborist or a Special District’s Project Manager.
xii. Service Provider shall provide an organizational chart that identifies numbers of staff dedicated to this Agreement and their intended responsibilities. xiii. The Service Provider will be held responsible for any damages to grass, trees, plants, shrubs, fences, walls, sidewalks, brick, pavers, glass, irrigation, all weather turf, etc. that is caused by the Service Providers error. Replacement of any damaged material will be the responsibility of the Service Provider and will be subject to the acceptance of the City.
xiv. Service Provider is responsible for employing an in-house pesticide applicator or person dedicated to this service for the specific purpose of spraying properties and sites within this Agreement. Service Provider is responsible for applying all chemicals in a safe manner consistent with the label directions and federal and state laws and regulations. Application rates and frequencies

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are determined by the manufacturer's recommendations. Chemical mixing and application shall be supervised by a Licensed Pesticide Applicator. Records must be maintained according to the applicable licensing regulatory body.

MSDS (Material Safety Data Sheets) forms shall be placed in visible locations prior to spray applications.
xv. If through inspection and verification, in the City of Oxnard’s opinion, work as defined by the specifications has been carried out to an insufficient standard, the work shall be carried out again by the Service Provider without creating a backlog to other maintenance schedules and at the expense of the Service Provider.
xvi. Upon written permission by the City, Service Provider may procure and store a roll-off bin at a site agreed upon by the City for green waste. xvii. Service Provider or representative shall be available to perform regular inspections with the City of Oxnard. Inspections shall occur at least once per month at an agreed-upon time.
xviii. Service Provider is responsible for traffic control for work within the public rightof-way. If required by the City, the Service Provider must submit a traffic control plan to the City Traffic Engineer 15 days prior to the execution of related work. The traffic control plan must be stamped by a licensed engineer unless Service Provider elects to use a standard control plan from the WATCH Handbook. Plan shall include a detour for pedestrians. If no detour can be safely provided for pedestrians, one crewmember must be assigned flagger duties to safely escort pedestrians. All traffic control equipment must be in good working condition. Flaggers and workers must all wear appropriate personal protective equipment. City shall pay for all traffic control permits if necessary.
xix. In the event of inclement weather, Service Provider remains responsible for providing services. Power machinery and tools that cannot be operated safely in foul weather conditions may not be used. However, Service Provider is to exhaust all other means of providing service prior to ending any service days in the City of Oxnard. Service Provider is responsible for providing for the safety of their crews and in the event that crews will not be on site due to weather conditions, Service Provider must notify the City in writing. xx. Service Provider will be required to utilize the maintenance reporting software designated by the City or his or her representative during the term of the Agreement. Usage of the software will include, but is not limited to property check-ins, deficiency reporting, work orders, inventory management, etc. xxi. Service provider to use City approved light weight vehicles and equipment to enter landscaped areas. Including turf areas, landscaped beds, and right-ofway.

2.2 Equipment and Materials
Service Provider shall provide at cost all labor, equipment, materials, supplies, tools, and transportation as required during the performance of this scope which may include but is not limited to:
i. Hauling

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ii. Chemicals
iii. Dumping
iv. Trash bags
v. Seed
vi. Batteries
vii. Insecticides
viii. Herbicides
ix. Fertilizers
x. Fuel
And any other labor, equipment, materials, supplies, tools, and transportation needed to perform park, landscape, and associated facilities maintenance work as directed/described herein these Agreement documents.

2.3 General Maintenance
Service Provider shall perform all work necessary to complete the Agreement in a manner acceptable to the City of Oxnard. The general areas to be maintained and tasks to be performed shall include but are not limited to the areas listed below i. Turf Management: Routine mowing, trimming, and weed abatement. ii. Shrub/Pruning & Ground cover: routine weeding, cultivation, fertilization, weed abatement, and pruning.
iii. Hardscape Management: sweeping, blowing, litter and trash removal, driveway/aprons, parking lots and sidewalks.
iv. Tree Maintenance: Proactively prune Queens Palms only.

2.4 Vandalism and Theft
Vandalism and theft observed or discovered by the Service Provider must be reported to the City at the first available opportunity. Repairs and replacements necessary to mitigate damage from vandalism and theft are outside of this scope.

SECTION 3 Parks and Facilities Maintenance Schedule and Reporting

3.1 Creation of Schedule
Prior to beginning services under this Agreement, Service Provider shall determine a schedule in cooperation with the City for recurring (daily, weekly, monthly, etc.) grounds maintenance (mowing, pruning, etc.). This schedule will be utilized to conduct random site checks to ensure adherence to specifications and expectations.

Service Provider is expected to adjust and manage staffing as necessary to complete the tasks and frequency of tasks as outlined within this scope of work, particularly within Section 4.

If for any reason there is an anticipated variation to the provided schedule Service Provider shall notify the City of Oxnard immediately upon knowledge of the need to make a schedule adjustment. The Contactor will be required to resume work as

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soon as possible in accordance with the annual schedule and Agreement specifications.

Service Provider shall make all necessary visits during the year to correct any problems that may occur during the Agreement Term.

3.2 Parks and Facilities Inspections and Reports
Service Provider will be required to utilize the maintenance reporting software as determined by the City.

SECTION 4 Regular Maintenance Programs

4.1 Turf Management
The City of Oxnard expects a detailed, proactive approach to turf management.

Maintenance to the following specifications shall be performed by the Service Provider as a part of the Turf Management Program:
i. All Turf Areas: these areas shall be inspected during site visits for holes, wet spots, uneven surfaces, defective sprinklers and other hazards. Issues shall be noted and provided to the City in writing within 24 hours. ii. Proper and necessary horticultural practices shall be used to achieve clean, green, and safe turf given the high visibility of the turf and landscape at these facilities.
iii. A string trimmer must be used in areas around buildings, fences, valve boxes, signs, rocks, light posts, etc. on a schedule that maintains a neat and professional appearance.
iv. An edger shall be used in all areas where grass and concrete meet. Such edging should be done with a power edger with a rigid blade or straight line trimmers with a proper guide to facilitate neat, straight, and professional edged appearance; freehand line trimming will not meet this requirement. v. All turf is to be debris, and litter free.
vi. All turf areas once cut shall have a height of 2-3 inches. vii. Alternating mow patterns are required in order to reduce “tracking.” viii. The Service Provider is responsible for ensuring a complete and thorough removal of all debris at the completion of all mowing occurrences to include clumping or piles of grass.
ix. Service Provider must replant turf areas that fail to thrive as a result of the Service Provider or its maintenance or horticultural practices. Service Provider shall identify these areas and submit a list of them in writing to the City or his or her representative. All maintenance of replanted material will be the responsibility of the Service Provider, whether planted by the Service Provider or some other entity during the Agreement Term.

4.2 Herbicides
The goal of the Herbicide Program is to maintain planters free from weeds which includes, but is not limited to, Poa Annua, Nutsedge, Horseweed, Kikuyu grass, or

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other invasive crop damaging weeds. The following items shall be fulfilled through the Service Provider’s Herbicide Program:
i. Any herbicide application with the risk of aquatic contamination must be made with an aquatic safe herbicide.
ii. Herbicides must be applied at maximum rates unless advised by the City. iii. All chemicals must be applied by or supervised by a licensed applicator in accordance with label directions.
iv. Herbicide cost should be figured into the base bid. v. All herbicide use reports shall be submitted to the Ventura County Agriculture Commissioner and a copy shall be forwarded to the City. vi. Service Provider shall notify the City a minimum of one (1) week prior to application of herbicides. For follow-up applications, the Service Provider is to provide a second service date upon completion of the initial application and post notices accordingly.
vii. Service Provider shall ensure proper signage is installed prior to herbicide application per City, County and Federal standards. The current standard to be followed is; all areas to be treated are to be posted with signs no smaller than an 8 ½” x 11” sheet of paper no more than 50 feet apart, one week to two days prior to treatment. Signs will be Service Provider provided at Service Provider’s expense and include a map of the area treated, the label of the chemical applied, and a warning to avoid the area for a time no less than what is recommended on the label.
viii. Service Provider shall ensure that all curbs and gutters, paved walkways, stamped concrete, and joints adjacent to landscaped areas, fence lines, light standard bases, buildings and structures are free of all weeds. ix. Tree wells should be maintained by a herbicide approved by the City.

4.3 Shrub, Vine, and Groundcover Maintenance
The goal of the Shrub, Vine, and Groundcover Maintenance Program is to maintain an aesthetically pleasing landscape while ensuring proper plant health. The following items shall be addressed through the Service Provider’s Shrub, Vine, and Groundcover Maintenance Program:

4.3.1 Pruning and Edging
i. Pruning of all plant material shall be performed in a manner to create a uniformly dense plant. Service Provider shall selectively thin and tip back annually. Pruning shall be done to enhance the natural branching effect of plants.
ii. Pruning shall be performed by properly trained personnel. Relative sizes and shapes of the respective shrubs shall be appropriate for the type and location and consistent throughout the area.
iii. Service Provider shall prune regularly, as required. Remove dead wood and aesthetically balance the planting following basic horticultural practices. All suckers and undesired growth shall be removed during pruning services. Tree and shrub branches should be

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pruned to maintain appropriate clearance from all structures, buildings, light poles, AC units, fences, walkways, etc.
iv. Limbs less than 9’ feet sidewalks and 13’ above streets shall be proactively removed.
v. Pruning of formal shrub planting should be minimal and shall be completed as needed to result in a smooth, manicured appearance. vi. “Natural” areas are to be maintained in their native conditions with the exception of visibility and safety related pruning. Included in natural areas are those areas where selective trimming has been done to enhance view corridors and safety. Trimming of woody vegetation in parking lots, picnic areas, and play areas shall be conducted on an as needed basis to ensure limbs/foliage are at least eight feet high and two feet off of each side of the respective amenities.
vii. All debris from pruning shall be removed from the site and disposed of.

4.3.2 Landscaped Beds
i. Service Provider shall control weeds in bed areas by mechanical, physical and chemical methods. Bed areas are to be maintained in a manner to control and strive to eliminate weeds.
ii. All landscape beds shall remain free of litter, debris, and weeds.

Weeds sprayed with herbicide must be removed after plant death.
iii. "Natural” areas are to remain in their natural native conditions with the exception of the removal of dead wood and invasive plant material. iv. Trimming/Deadheading of formal bed plantings and ground covers shall be performed on an as needed basis to achieve a smooth, manicured appearance within established boundaries.
v. Any necessary restructuring shall be reviewed and mutually approved by the City and Service Provider.
vi. Trimming/Deadheading shall be performed by properly trained personnel. Relative sizes and shapes of the respective shrubs shall be appropriate for the type and location and consistent throughout the property. Excess vertical growth of ground cover shall be pruned back in order to maintain a neat ground cover bed.
vii. Shrubs of color (flowers, foliage, fruit) are to be pruned for maximum beauty. This shall be interpreted to mean pruning after flower color fades.
viii. Groundcover shall be pruned as needed, according to the City, to maintain separation away from the base of trees, shrub masses, and hardscapes.
ix. All pruning debris shall be removed from the site at the Service Provider’s expense.

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4.4 Tree Maintenance
i. Service Provider to proactively trim Queen Palms that can be reached with a pole saw up to 20’ from the ground. All other trees are the responsibility of the City.
ii. Palm tree pruning consists of the removal of all dead fronds, fruit clusters and other vegetation from the trunks of all Queen Palms.
iii. All debris from pruning shall be removed from the site and disposed of. iv. The use of climbing spurs or spike shoes are prohibited, unless specifically approved by the City Arborist.

4.5 General Site Maintenance
The goal of the General Site Maintenance Program is to maintain an aesthetically pleasing, clean, and safe maintenance area. The following items shall be addressed through the Service Provider’s General Site Maintenance Program.

4.5.1 Hardscape Management
i. Cracks in hardscaped areas - apply herbicide as needed to control weeds in hardscaped areas, i.e., interior pathways of parks, parking lots, sidewalks, gutters, artificial turf, etc.
ii. Cleaning - removal of debris by blowing from parking lots, sidewalks, internal park pathways, sports courts, artificial turf, play structures, and other hardscapes (parking areas, picnic areas, and walkways) and softscape areas (i.e. decomposed granite)as scheduled with City representative.

4.5.2 Litter and Debris Control
i. All areas of maintenance responsibility, including but not limited to paved parking lots, shall be kept free of all trimmings, leaves, pine needles, palm fronds, grass cuttings, dirt, mud and litter, including broken glass or other unattended items.
ii. All trimmings, litter and debris shall be removed and disposed of offsite at the Service Provider’s expense. iii. All walkway areas should be blown clean during maintenance and should be free of clipping and debris. This includes street, curb, and gutter areas.
iv. Service provider to check all trash receptacles at designated frequency. Receptacles that are at least ½ full or more will have their liner replaced. Liners must be properly secured to the inner can by tying a knot to ensure a tight fit.
v. When replacing a liner, the liner must be properly secured to the inner can by tying a knot in the top of the liner to ensure it fits tightly around the rim of the inner can.
vi. If an inner can is not present, the liner must be secured around the rim of the outer can. If the contractor comes upon a liner that does not

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need changing, but has fallen to the bottom of the can, the liner will be properly secured.
vii. If loose trash is present under the liner in the receptacle. Contractor is responsible for removing, when changing the liner.
viii. Trash liners to be replaced regardless of content fullness if it is emitting a foul odor.
ix. Contractor to supply liners at their own expense.

4.5.3 Drainage
i. Landscape drains inlets and the outlet structures should be cleared of vegetation to ensure that flow restrictions do not occur. Special care shall be taken to ensure drains are clear and function as intended.

SECTION 5 Additional Services
In the case additional services are needed outside of the regular maintenance programs, the following items will be bid individually and performed at the discretion of the City.

Materials may be provided by the Service Provider at cost and must be approved by the City prior to any use or installation. Costs must be substantiated by a receipt showing the quantity and total price.

5.1 Additional Labor
These services shall be billed at the hourly rate.
i. Medium Equipment with Operator - Service Provider shall provide a tractor with shovel/forks or other attachments and Turf Tires with a qualified operator on a per hour basis.
ii. Additional General Crew - Hourly rate per each additional crew member requested for extra work which is inclusive of truck and basic hand equipment. iii. Additional Irrigation Tech - Hourly rate per each additional irrigation tech requested for extra irrigation work inclusive of truck and typical irrigation related tools and equipment.

5.2 Piecework
These items shall include costs for all labor, equipment, and materials necessary on a per unit basis per each listed task. City reserves the right to inspect planned materials and methods of work proposed prior to execution of each requested task.

All services will be specified in addition to the regular maintenance tasks identified in Section 4.
i. Top Dressing - Top Dressing material shall be of a generic 50/50 mix.

Service Provider shall provide a per 1,000 square foot cost to apply top dressing
ii. Overseeding - Service Provider shall provide a per 1,000 square foot cost to overseed turf areas with a matching seed species.

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iii. Broadcast Fertilizer - Service Provider shall provide a per 1,000 square foot cost to apply a fertilizer at the rate of 1lb. per 1,000 sq. ft.. iv. Power Washing - Service Provider shall use a high pressure, hot water, no greater than 1,500 pounds per square inch pressure stream to ensure a surface is clean, free of mold, mildew, grim, etc. Service Provider may need to apply a biodegradable cleaner or degreaser and/or algaecide to ensure this desired effect. Price shall be provided per hour.
v. Core Aeration - Aeration shall be done with a power driven aerifier using ½ inch coring tine. Service Provider shall take extreme care to not damage irrigation and landscape improvements with equipment. Core aeration will be performed to a depth of 6” with cores mat drug throughout areas that have been aerated. Price will be per 1,000 square feet.
vi. Dethatching - Thatch removal shall be performed with a power-driver verticutting machine. All grass clippings associated with this process shall be removed from the site and disposed of. Price will be per 1,000 square feet. vii. Mulch - Service Provider will provide a per cubic yard price to install noncolored hardwood mulch where specified. viii. Decomposed Granite - Service Provider will provide a per cubic yard price to install non-colored decomposed granite to a depth of 3" where specified. Price to include any subsurface site prep necessary.
ix. Landscape Pavers - Service Provider will provide a per square foot price to install decorative landscape pavers (determined in cooperation with the City) where specified. Price to include any subsurface site prep necessary. x. Stones - Service Provider to provide a single unit price for the installation of 12” to 24” and 24” to 36” stones.
xi. Sod Installation - Sod shall be of species type specified by the City, price will be per square foot.
xii. Sod Cutting - Sod shall be cut with a mechanical sod cutter 1.5 to 3 inches in depth. Price shall be provided per square foot and should include dumping costs.
xiii. Pruning Vegetation and Trees - as identified in the Pruning scopes in Section 4 on a per hour basis.
xiv. Reel Mowing - use of at least a 72-inch reel mower and operator, with sharp blades and maintained bed reels on a per 1,000 square foot basis. xv. Rotary Mowing - use of at least a 48-inch riding or standing rotary mower with sharp blades on a per 1,000 square foot basis.
xvi. Edging/Line Trimming - use of a string trimmer and operator to where grass and concrete meet to maintain a neat and professional appearance on a linear foot basis.
xvii. Landscape Drainage - Installation of a buried French drain system 3” to 4” in diameter. Price shall be per linear foot.
xviii. Weed Control - Additional weed control visits above and beyond that which is included within Section 4. Use of chemical and manual means to remove and prevent weed growth/regrowth. Price shall be per 1,000 sq. ft. xix. Riprap Clean Up - Use of an aquatic safe herbicide for the knockdown of weeds and subsequent removal of plant material, trash and debris. Price shall

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be per service and shall be for one service of the full length of the riprap around the island.

5.3 Landscape Renovations
i. Planter Bed Renovation - on a per square foot basis, Service Provider shall provide a price for the general renovation of planter beds. Renovation should include additional soil and amendments where necessary, mulch, plant material and any other material and equipment necessary to complete the work. Renovation work will be limited in scope to landscape similar in nature to that which is previously established.
ii. Turf Renovation - a per square foot price will be provided for the following complete service. Upon the completion of Seedbed Preparation; Delivery, Mulching, and Fertilization shall occur within the following 48 hours. a. Seedbed Preparation - The areas to be seeded shall be reasonably smooth. Any debris, including rocks and roots which would interfere with seeding, growth, or maintenance of the vegetation, or as specified elsewhere in these specifications, shall be removed. The surface areas to be seeded, including fill slopes, shall be compacted by first bringing the soil to optimum moisture by drying or adding water, and track walking or rolling firm. The areas shall then be roughened by scarifying, discing, borrowing, or otherwise worked to a depth of 2" to 4". Scarifying operations shall be cross slope, where possible. Cut slopes shall be dressed to neat lines and all loose material raked to the toe and removed.
b. Delivery - All seed shall be delivered to the site tagged and labeled in accordance with California Agricultural Code. The seed shall be of a quality which has a minimum pure live seed content of 80% (% purity x % germination) and weed seed shall not exceed 0.5%. Legume seed shall be pellet inoculated with appropriate bacteria. The seed shall be broadcast with a truck or tractor mounted automatic seeder, where possible. Hand held breast seeders, (belly grinders) are suitable for small areas. Seed varieties are to be pre-approved through the City before application.
c. Renovation Mulching - Straw mulch shall be blown or hand broadcasted onto the ground. The application technique shall create a uniform depth of not less than two to three inches. The straw fibers shall be applied to form a uniform mat of loose straw through which no more than 15 percent of the original ground surface can be seen. No large clumps or unscattered straw shall be present after application. Straw shall be clean rice, barley or wheat straw. Fibers shall not be chopped less than 6-inches in length.
d. Fertilization - The fertilizer shall be commercial type ammonium phosphate (16-20-0) and shall contain a minimum of 16% nitrogen, 20% available phosphoric acid, and 0% water soluble potash, and shall contain a minimum of 12 percent sulfur. The fertilizer shall be uniform

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in composition, dry and free flowing, pelleted or granular. Fertilizer is to be applied at a rate of 1lb per 1000 square feet.
e. Germination - The Service Provider shall be responsible for a successful ground cover and its survival through the germination period. This may include, but not be limited to, applying water or additional seed, and fertilizer. Any failed areas shall be replanted and successfully grown into mature plants, at the sole cost of the Service Provider. If it is determined that areas must be fenced to prohibit foot traffic from interfering with proper plant growth, Service Provider is to provide temporary fencing at Service Provider expense for the duration of the renovation.

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EXHIBIT B

LANDSCAPE MAINTENANCE & SERVICE AGREEMENT
(CITY of Oxnard and GreenCoast Landscapes Inc.)

SCHEDULE OF COMPENSATION

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EXHIBIT C

LANDSCAPE MAINTENANCE & SERVICE AGREEMENT
(CITY of Oxnard and GreenCoast Landscapes Inc.)

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

LANDSCAPE MAINTENANCE & SERVICE AGREEMENT
(CITY of Oxnard and GreenCoast Landscapes 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 trade services contracts and all unique trade services contracts governed by the Living Wage Policy.

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

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

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

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

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CITY OF OXNARD LIVING WAGE REQUIREMENTS
EFFECTIVE JULY 1, 2024
SERVICE PROVIDER shall compensate any employee of SERVICE PROVIDER who provides services under this Agreement in accordance with the Living Wage Policy, attached hereto and incorporated herein by reference as Exhibit D. While this Agreement is in effect, SERVICE PROVIDER shall pay such employee no less than $19.51 per hour for each hour that such employee provides services under this Agreement. This hourly rate shall be adjusted on July 1, 2025, and each July 1 thereafter, according to the percentage change in the Consumer Price Index, all items, prepared by the Bureau of Labor Statistics for the Los Angeles area relating to all urban consumers (CPI-U), index base 1982-84=100, comparing May of the previous year to May of the current year. In addition, while this Agreement is in effect, SERVICE PROVIDER shall provide to such employee no less than 96 hours of paid leave per calendar year. a. SERVICE PROVIDER agrees to post, at a location readily accessible to those employees providing services to the CITY, a copy of the Living Wage Policy adopted by the Oxnard City Council on July 9, 2002 and effective October 1, 2002.
b. If SERVICE PROVIDER fails to compensate such employee pursuant to the Living Wage Policy, the City Manager or designee shall terminate this Agreement on written notice to SERVICE PROVIDER, effective immediately.
c. In addition, if SERVICE PROVIDER fails to comply with the Living Wage Policy in any manner, SERVICE PROVIDER shall pay to CITY a fine of $500 and shall pay to any employee providing services under this Agreement a penalty of three times the amount or value of the compensation owed to such employee under the Living Wage Policy. SERVICE PROVIDER shall pay such fine and penalty within fifteen (15) calendar days after the City Manager or designee provides written notice to SERVICE PROVIDER of the amount owed.

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EXHIBIT E

LANDSCAPE MAINTENANCE & SERVICE AGREEMENT
(CITY of Oxnard and GreenCoast Landscapes Inc.)

PREVAILING WAGE

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

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

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

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

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

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

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

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

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

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

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

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

12. SERVICE PROVIDER shall be responsible for each and every one of its subcontractors’ compliance with Chapter 1, the DIR’s rules and regulations, and Labor Code Sections 1860 and 3700. SERVICE PROVIDER shall include in the written contract between it and each subcontractor a copy of, and a requirement that each subcontractor shall comply with, those statutory provisions. SERVICE PROVIDER shall be required to take all actions necessary to enforce such contractual provisions and ensure 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, SERVICE PROVIDER shall diligently take corrective action to halt or rectify any failure.

13. To the maximum extent, SERVICE PROVIDER shall hold harmless, defend (with counsel approved by the City Attorney) and indemnify CITY, its legislative bodies, and its officials, officers, employees and agents from any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity (including Service Provider, its subcontractors, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the

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Agreement, including without limitation the payment of all attorneys’ fees and other related costs.

All duties of SERVICE PROVIDER under this Section shall survive Agreement termination.

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EXHIBIT F

LANDSCAPE MAINTENANCE & SERVICE AGREEMENT
(CITY of Oxnard and GreenCoast Landscapes Inc.)

IRAN CONTRACTING ACT CERTIFICATION

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EXHIBIT G

LANDSCAPE MAINTENANCE & SERVICE AGREEMENT
(CITY of Oxnard and GreenCoast Landscapes Inc.)

CITATION FORM
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EXHIBIT H

LANDSCAPE MAINTENANCE & SERVICE AGREEMENT
(CITY of Oxnard and GreenCoast Landscapes Inc.)

SERVICE AREA LOCATION MAPS

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RFB #25‐61 Streets and Median Landscape Maintenance
Garcia Landscaping GreenCoast Landscapes JAS Landscape Mariposa Landscapes Natural Green Landscape SGD dba Four Seasons Item Description Monthly Cost Monthly Cost Monthly Cost Monthly Cost Monthly Cost Monthly Cost Region 1 (Weekly) 60,375.00 $ $ 39,960.00 $ 97,290.00 $ 53,715.00 $ 44,249.00 $ 66,000.00 Region 2 (Weekly) 59,854.00 $ $ 44,950.00 $ 108,070.00 $ 58,900.00 $ 48,763.00 $ 73,000.00 Region 3 (Weekly) 59,948.00 $ $ 36,880.00 $ 99,640.00 $ 58,369.00 $ 45,631.00 $ 69,000.00 Total Monthly Cost $ 180,177.00 $ 121,790.00 $ 305,000.00 $ 170,984.00 $ 138,643.00 $ 208,000.00 1255
A-8345 (2nd Amendment)
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Agreement No. A-8344 (1st Amendment)
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Agreement No. A-8346 (1st Amendment)
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Three Service Agreements with GreenCoast
Landscapes Inc. for Landscape Maintenance
Services for Citywide Street and Median
Landscapes
City Council
May 6, 2025
Brandon Lopez
Parks Manager
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That the City Council approve and authorize the Mayor to execute the following Agreements with GreenCoast Landscapes Inc. for an initial term of three years each from July 1, 2025, to June 30, 2028, with an option for two consecutive one-year period extensions ending June 30, 2030, for landscape maintenance services in Citywide Street and Median Landscapes:

1. Agreement 32500412 for a total amount not to exceed
$3,819,000;

2. Agreement 32500413 for a total amount not to exceed
$4,294,000; and

3. Agreement 32500414 for a total amount not to exceed
$3,527,000.

RECOMMENDATION 2
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• Prior to the passing of Measure E, for Fiscal Year 2019-20, there was a reduction in staffing as a result of budget constraints. This included the elimination of fifteen full-time Groundworker I/II positions from the Public Works Department.
• After the passing of Measure E, in November 2020, staff created a plan for restoring the maintenance of the citywide streets, landscapes, and parks through contract services. The intent of using contract services was to have the routine maintenance tasks conducted by a contractor.
• This allowed the remaining maintenance staff the flexibility to be assigned reactive and proactive tasks such as repairs that are outside of routine contract maintenance, as well as street landscape improvements, renovating landscapes, and repairing and modernizing the irrigation systems.

BACKGROUND 3
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• To provide equal levels of service, the City was divided into three contract areas (regions) consisting of an approximately equal amount of landscaping and solicited bids for each contract area.
• In addition to providing equal levels of service, having three contract areas also provides flexibility to solicit a new contractor for one of the agreements, in the event of the contractor underperforming in that region, without disrupting services in the other contract areas of the City.
• On June 29, 2021, the City Council approved two Agreements to Garcia’s Landscapes as the lowest responsive bidder for regions 1 and 3 and an agreement to Mariposa Landscapes, Inc. as the lowest responsive bidder for region 2.

BACKGROUND 4
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• The original not-to-exceed amount for all three Agreements was $6,025,000 for the three-year terms ending June 30, 2024. • Each of the Agreements was amended by the City Council in 2022 to increase the levels of service to twice per month and then, in 2024, extend each term for an additional year. • The three Street and Median Landscape Maintenance
Agreements will expire on June 30, 2025.
• The not-to-exceed amount for all three Agreements during the four-year terms is $9,967,000, with an estimated final expense of $9,624,276 for the service performed.

BACKGROUND 5
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• The final monthly rates for services in each region:
* These are the adjusted rates that were changed in July 2022 for additional maintenance areas within each region and increasing the maintenance frequency from once per month to twice per month.

BACKGROUND 6
Region Contractor/Agreement Final Monthly Cost
1 Garcia’s A-8344 $69,310*
2 Mariposa A-8345 $71,808*
3 Garcia’s A-8346 $74,935*
TOTAL MONTHLY $216,053*
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• On December 4, 2024, the City released a Request for Bid (RFB No. 25-61) for Landscape Maintenance Services within City Street and Median Landscapes.
• Outreach efforts included direct notifications to five vendors, publications on www.PublicPurchase.com, and posting on the City’s Purchasing website.
• The City solicited a bid for each of the three regions. • The three Agreements provide weekly services for arterial street landscape maintenance that include; some turf management, shrub and groundcover pruning, hardscape maintenance, litter and debris removal, weed control, minor tree care, and
“Additional Services”.

DISCUSSION 7
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• The “Additional Services” for all three Agreements provide additional contract capacity and flexibility for on-call landscape maintenance and debris removal services, that are outside of the scheduled routine maintenance services.
• These additional services will only be performed with an approved Task Order from staff and verification of the approved contract costs and available funds.
• The City currently uses multiple agreements with different vendors to complete on-call landscape services.
• As these Agreements expire, consolidating these services into newly awarded landscape agreements will increase efficiency, along with eliminating the time required to solicit for these on-call services.

DISCUSSION 8
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• The “Additional Services” are budgeted at 50% of each fiscal year.
• However, there is no guarantee to the contractor that these services will be requested or performed.
• Payment for these services will only be paid after a Task Order is issued and the requested service has been verified by staff as completed.
• On December 11, 2024, the City held a mandatory job walk with potential bidders.
• This allowed Staff to clarify any questions from the contractors and go over the expectations of the Scope of Services that provide weekly maintenance services throughout the street landscapes.

DISCUSSION 9
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• Seven contractors attended the job walk.
• The deadline for proposal submission was January 7,
2025 and the City received a total of six proposals.
• GreenCoast Landscapes Inc. (“GreenCoast”) provided the lowest responsible bid for each of the three contract areas.

DISCUSSION 10
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• The monthly bid amounts from each contractor to provide services in all three regions of the Street and Median
Landscape Maintenance are as follows:

DISCUSSION 11
Contractor Monthly Bid Amount
GreenCoast Landscapes Inc. $121,790
Natural Green Landscape $138,643
Mariposa Landscapes $170,984
Garcia’s Landscape $180,177
Four Seasons $208,000
JAS Landscape $305,000
*The total monthly bid amount from GreenCoast for weekly service is $94,263 less per month than the current agreements for twice monthly-service.
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• On January 16, 2025, Staff met with GreenCoast to ensure they were prepared and capable of meeting the requirements as stated in the contract documents.
• Staff has confirmed that GreenCoast Landscapes Inc. meets all the required City contractual provisions, including possession of a City business tax certificate, insurance certificates, and corporate filing with the California Secretary of State. • Additionally, GreenCoast currently has an agreement with the City that provides landscape services for Water, Wastewater, and Environmental Resources Divisions, as well as the
Transportation Center.

DISCUSSION 12
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• Since July 1, 2024, GreenCoast has performed these
services in accordance with the Agreement.
• Based upon the available information and research
performed to date, staff believes that this vendor is capable of satisfactorily meeting the needs of the City.

DISCUSSION 13
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• The total cost for all three Agreements with GreenCoast Landscapes Inc. shall not exceed $11,640,000 during the maximum five-year term if extended all years.
• Funding for FY 2025-26 and the subsequent fiscal years will be requested through the annual budget process.
• The not-to-exceed amount for year one provides capacity for “Additional Services” to perform on-call landscape
tasks as well as modifying the service frequencies.

FINANCIAL IMPACT 14
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• These services will only be authorized by staff through Task Orders for additional site visits, landscape maintenance, debris control, and weather events within the specified Scope of Services.
• The agreements allow for a price increase, through a written request with documentation to support the request, not to exceed 3% over the previous year. Therefore, these annual not-to-exceed amounts are calculated at the maximum 3% per year, if authorized by the City.

FINANCIAL IMPACT 15
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QUESTIONS
16 1274

CITY COUNCIL AGENDA REPORT

REPORTS
AGENDA ITEM NO. N.4
DATE: May 6, 2025
TO: City Council
FROM: Michael Wolfe, Public Works Director, (805) 385-8055, [email protected] SUBJECT: Four Service Agreements with GreenCoast Landscapes Inc. for Landscape Maintenance Services for Citywide General Fund Parks. (10 minutes)

RECOMMENDATION
That the City Council approve and authorize the Mayor to execute the following Agreements with GreenCoast Landscapes Inc. for an initial term of three years each from July 1, 2025, to June 30, 2028, with an option for two consecutive one-year period extensions ending June 30, 2030, for landscape maintenance services in City General Fund Parks:

Agreement 32500408 for a total amount not to exceed $913,000; Agreement 32500409 for a total amount not to exceed $822,000; Agreement 32500410 for a total amount not to exceed $1,827,000; and Agreement 32500411 for a total amount not to exceed $1,008,000. (Public Works and Transportation Committee approved 3-0 on April 8, 2025) Please click the following link to view the required Measure M pre-recorded presentation video: https://youtu.be/mWyn_704h6Y

BACKGROUND
Prior to the passing of Measure E, for Fiscal Year 2019-20, there was a reduction in staffing as a result of budget constraints. This included the elimination of 15 full-time Groundworker I/II positions from the Public Works Department.

After the passing of Measure E, in November 2020, staff created a plan for restoring the maintenance of the citywide streets, landscapes, and parks through contract services. The intent of using contract services was to have the routine maintenance tasks conducted by a contractor. This allowed the eleven remaining Parks Maintenance staff members the flexibility to be assigned reactive and proactive tasks such as repairs that are outside of routine maintenance, as well as park facility improvements, renovating landscapes, and repairing and modernizing the irrigation systems. To provide equal levels of service for the routine park maintenance, the City was divided into four contract areas consisting of eight parks in three of the contract areas and nine parks in one contract area. On June 29, 2021, the City Council approved Agreements A-8339, A-8340, A-8341, and A-8342 with Mariposa Landscapes, Inc. (Mariposa) as the lowest responsive bidder for each contract area. The scope of work for these Agreements provides basic routine mowing and debris removal within the General Fund parks. The total cost for all four Agreements was $2,405,000 for the three-year terms ending June 30, 2024.

In September 2022, the City bid and entered into a fifth Agreement (A-8483) with Mariposa for additional landscape services throughout all four park contract areas that included additional trash and debris removal outside of the landscaped areas within the parks, trash can services, weed removal, fertilization, and “Additional Services”. The original total for this Agreement for additional services was a not-to-exceed total amount of $758,919 for a term ending June 30, 2024, and was approved by the Council on September 6, 2022. 1275
On May 21, 2024, the City Council approved Amendments for all five park landscape Agreements to increase the not-toexceed value from $3,163,919 to $4,175,880 to cover the park maintenance services through June 30, 2025. This table shows the final monthly rates for the services in each region, along with the additional services Agreement:

Region Contractor / Agreement Final Monthly Cost
1 Mariposa A-8339 $12,268
2 Mariposa A-8340 $11,094
3 Mariposa A-8341 $25,820
4 Mariposa A-8342 $14,286
Additional Services Mariposa A-8483 $29,532
TOTAL MONTHLY $93,000

DISCUSSION
On December 4, 2024, the City released a Request for Bid (RFB 25-62) for Landscape Maintenance Services in General Fund parks. Outreach efforts included direct notifications to five potential vendors, publication on www.PublicPurchase.com, and posting on the City’s Purchasing website. The proposed Agreements include turf management, shrub and ground cover pruning, hardscape cleaning, litter and debris removal, weed control, minor tree care, and the capacity for “Additional Services”.

The “Additional Services” contained within each of these Agreements are for landscape tasks that are outside of the scheduled maintenance scope of work for the General Fund parks. The City currently uses multiple agreements with various landscape contractors to perform on-call landscape services throughout the City. The fifth park maintenance Agreement with Mariposa, for on-call landscape maintenance services, will also expire in June 2025. Therefore, staff has been consolidating these on-call landscape services into newly awarded landscape agreements. This will increase efficiency and eliminate the time required to solicit for new on-call landscape services. These “Additional Services” will only be performed with an approved Task Order from staff and verification of the approved contract costs and available funds. The current annual cost for the park's “Additional Services” Agreement is $354,384 per year.

The “Additional Services” services for these new General Fund Park Maintenance Agreements are budgeted for each fiscal year. For the first year, the “Additional Services” for all four Agreements total $322,839 ($31,535 less than the current Agreement). However, there is no guarantee to the contractor that these services will be requested or performed.

Payment for “Additional Services” will only be paid after a Task Order is issued by staff and the requested service has been completed.

On December 11, 2024, the City held a mandatory job walk with the potential bidders. This allowed Staff to go over the expectations of the Scope of Services and provide clarification to contractors. Seven contractors attended the job walk.

The deadline for proposal submissions was January 7, 2025, and the City received a total of seven proposals. GreenCoast Landscapes Inc. (“GreenCoast”) provided the lowest responsible bid in each of the four contract areas (Agreements). The monthly bid amounts from each contractor, to provide weekly services within all four park areas, are as follows:

Contractor Monthly Bid Amount
GreenCoast Landscapes Inc. $44,839.00*
Garcia’s Landscape $51,688.00*
Natural Green Landscape $56,675.00*
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Elite Maintenance $61,627.00*
Four Seasons $66,400.00*
JAS Landscape $79,240.00*
Mariposa Landscapes $90,895.99*
*Each contractor bid lower than the cost for the current Agreements, including the “Additional Services” Agreement.

On January 16, 2025, Staff met with GreenCoast to ensure they were prepared and capable of meeting the requirements, as stated in the contract documents. Staff has confirmed that GreenCoast meets all the required City contractual provisions, including possession of a City business tax certificate, insurance certificates, and corporate filing with the California Secretary of State. Additionally, GreenCoast currently has an Agreement with the City that provides landscape services for the Water, Wastewater, and Environmental Resources Divisions, as well as the Transportation Center. Since July 1, 2024, GreenCoast has performed these services in accordance with the Agreement. Based upon the available information and research performed to date, staff believes that this vendor is capable of satisfactorily meeting the needs of the City.

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 all four Agreements with GreenCoast Landscapes Inc. shall not exceed $4,570,000 during the five-year terms. Funding for FY 2025-26 and the subsequent fiscal years will be requested through the annual budget process. The not-to-exceed amount includes capacity for “Additional Services” for on-call landscaping services and increasing service frequencies. These services will only be authorized by staff through Task Orders. The Agreements allow for a price increase, through a written request with documentation to support the request, not to exceed 3% over the previous year.

Therefore, these annual not-to-exceed amounts are calculated at the maximum of 3% per year, if authorized by the City.

Region Account FY
2025-26
FY
2026-27
FY
2027-28
FY
2028-29
FY
2029-30 Total
32500408
Region 1
1013301-
53200 $ 108,000 $ 111,000 $ 115,000 $ 118,000 $ 119,000 $ 571,000 Additional
Services
Region 1
1013301-
53200 $ 65,000 $ 67,000 $ 69,000 $ 71,000 $ 70,000 $ 342,000 32500409
Region 2
1013301-
53200 $ 97,000 $ 100,000 $ 103,000 $ 106,000 $ 108,000 $ 514,000 Additional
Services
Region 2
1013301-
53200 $ 59,000 $ 60,000 $ 62,000 $ 64,000 $ 63,000 $ 308,000 32500410
Region 3
1013301-
53200 $ 216,000 $ 222,000 $ 229,000 $ 236,000 $ 239,000 $ 1,142,000 Additional
Services
Region 3
1013301-
53200 $ 130,000 $ 134,000 $ 138,000 $ 142,000 $ 141,000 $ 685,000 1277
32500411
Region 4
1013301-
53200 $ 119,000 $ 122,000 $ 126,000 $ 130,000 $ 131,000 $ 628,000 Additional
Services
Region 4
1013301-
53200 $ 72,000 $ 75,000 $ 76,000 $ 78,000 $ 79,000 $ 380,000 Total $866,000 $891,000 $918,000 $945,000 $950,000 $ 4,570,000* *This is the not-to-exceed amount for the new five-year Agreements. The not-to-exceed amount for the current four-year Agreements is $4,175,880.

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: Steve Howlett, Assistant Public Works Director

ATTACHMENTS

1. Agreement 32500408 GreenCoast Landscapes Inc - Parks Region 1

2. Agreement 32500409 GreenCoast Landscapes Inc - Parks Region 2

3. Agreement 32500410 GreenCoast Landscapes Inc - Parks Region 3

4. Agreement 32500411 GreenCoast Landscapes Inc - Parks Region 4

5. 25-62 Parks Landscape Maintenance Tabulation Sheet

6. Prior Agreements - Rates & Cost Exhibits

7. Presentation
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Agreement No. 32500408

LANDSCAPE MAINTENANCE & SERVICE AGREEMENT

BETWEEN
THE CITY OF OXNARD AND GREENCOAST LANSCAPES INC.

By This Landscape Maintenance & Service Agreement (“Agreement”), the CITY of Oxnard (“CITY”) agrees to engage the services of GreenCoast Landscapes Inc. (“SERVICE PROVIDER”), and SERVICE PROVIDER agrees to perform the services for CITY as herein described, for the compensation, during the term, and otherwise subject to the covenants and conditions herein set forth. CITY and SERVICE PROVIDER may be individually referred to as “Party” or collectively as the “Parties.”

1. SUMMARY DESCRIPTION OF SERVICES. This Agreement is for landscape maintenance for City Parks (Region 1).

2. PARTIES.

CITY OF Oxnard, a general law and municipal corporation of the State of California, located at 300 West Third Street, Oxnard California 93030 GreenCoast Landscapes Inc., a corporation of the State of California, located at 9294 Stockton Rd., Moorpark, CA 93021.

3. TERM OF AGREEMENT: From: July 1, 2025 To: June 30, 2028

3.1 Time is of the essence in this Agreement.

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

3.3 Any Optional Extension (initial term, plus any option to extend) shall not exceed a total of five (5) years. The CITY in its sole discretion may exercise the optional extension upon 60 days written notice to the SERVICE PROVIDER in accordance with Section 13 of this Agreement. SERVICE PROVIDER shall issue its written consent to the CITY’s exercise of the option extension within 10 days of receipt of notice from the CITY. All Notices shall comply with Section 22 of this Agreement.

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

4. AGREEMENT AMOUNT NOT TO EXCEED: $913,000.00

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

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Agreement No. 32500408
Exhibit A: Scope of Services
Exhibit B: Schedule of Compensation
Exhibit C: Insurance Requirements: City Insurance Exhibit INS-D Exhibit D: Living Wage Policy
Exhibit E: Prevailing Wage Policy
Exhibit F: Citation Form
Exhibit G: Service Area Location Maps

6. DESIGNATED REPRESENTATIVES.

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

SERVICE PROVIDER Designated Representative:

Name: Juan D. Perez Delgado
Title: CEO/President
Phone: 805-702-5712
Email: [email protected]
Mailing Address (if differs from above):

P.O. Box 659
CITY Designated Representative:

Name: Brandon Lopez
Title: Parks Manager
Phone: 805-385-7951
Email: [email protected]
Mailing Address (if differs from above):
1060 Pacific Avenue, Building #3
Oxnard, CA 93030 Somis, CA 93066

7. CONTRACTUAL PREREQUISITES.

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

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

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

7.4 SERVICE PROVIDER shall not perform any work under this Agreement until a proof of insurance has been provided to the City as required under Section 26 of this Agreement.

8. SERVICE PROVIDER'S SERVICES.

8.1 SERVICE PROVIDER shall perform the tasks, obligations, and services set forth in the “Scope of Services” attached to and incorporated into this Agreement as

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“Exhibit A” Once this Agreement is executed, the Scope of Services may only be modified by written Amendment pursuant to Section 14 of this Agreement.

8.2 The Services shall be coordinated with the designated City Project Manager set forth in Exhibit A subject to the direction of the City Manager or Department Director.

SERVICE PROVIDER hereby designates its Project Manager as set forth in “Exhibit A” as the person responsible for the Services who shall coordinate with City’s Project Manager in executing the scope of services under this Agreement and the monthly inspections in section 9.

9. MONTHLY INSPECTIONS.

The City shall perform bi-monthly site inspections with the Service Provider. During the Inspections, the City will compile a list utilizing Cappsure It, the City’s Maintenance Service Report System. The inspection report(s) will list landscape-related items, that are within the Scope of Work, which should be performed before the next site inspection. The City’s Project Manager will schedule the monthly inspections and provide notice of the schedule to the Service Provider’s Project Manager. The Service Provider must notify the City no less than seven (7) Calendar Days if there is a need to reschedule. All scheduled inspections will proceed with or without the attendance of the Service Provider.

10. SERVICE PROVIDER’S PROSECUTION EXECUTION OF THE SCOPE OF WORK
In accordance with Section 8 and 9 of this agreement, Service Provider shall execute the work identified in the City’s monthly inspection reports within the time identified in the inspection report provided by the City to the Service Provider. Furthermore, Service provider shall execute the work as identified in the Scope of Service (Exhibit A) documents in the time and manner as stated in the respective Exhibits. Failure to execute the required work under this contract shall subject the Service Provider to a $250.00 Citation per occurrence for failure to execute the work identified in the monthly inspection reports, and the Scope of Work and Service level documents. Service provider shall not be issued a citation for failure to execute work that is outside the scope of this agreement. The Citation Form is attached to this Agreement for reference as Exhibit F.

11. COMPENSATION.

CITY shall pay SERVICE PROVIDER for the services performed pursuant to the terms of this Agreement in the time and manner set forth in the “Schedule of Compensation,” attached to and incorporated into this Agreement as “Exhibit B.” CITY shall pay SERVICE PROVIDER an amount not to exceed the amount is listed in Section 4 of this Agreement. Once this Agreement is executed, the Schedule of Compensation may only be modified by written Amendment pursuant to Section 14 of this Agreement, and may be subject to approval by the City Council.

11.1 Price Adjustments. Unless otherwise stated, prices are maximum for the term of the Contract. Price adjustments, if allowed under this Contract, must be requested in writing and accompanied by the required information to substantiate the request for price

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Agreement No. 32500408
adjustment, as set forth in the Contract. Any allowable request for price adjustment must be delivered to the CITY at least 30 days before the adjusted prices become effective. No price adjustment allowable under this Contract will be granted retroactively. The CITY must also be given the benefit of any decline in prices. If any price increase is granted by the CITY, the increase shall not be greater than 3% from the prior year.

11.2 Any request for price adjustment is subject to section 14. City is under no obligation to allow requested price adjustments.

12. PAYMENT & INVOICES.

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

12.1 Payment Request. SERVICE PROVIDER shall submit a payment request to CITY by the end of each calendar month listing the Services provided, costs of those Services, and total amount due for the month. Invoices may be emailed to:
[email protected].

12.2 Non-Appropriation of Funds. Payments to be made to SERVICE PROVIDER by CITY for the Services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted and unencumbered appropriation of CITY. In the event CITY does not appropriate sufficient funds for payment of the Services beyond the current fiscal year, this Agreement shall cover payment for the Services only up to the conclusion of the last fiscal year in which CITY appropriated sufficient funds and shall automatically terminate at that fiscal year’s conclusion.

12.3 SERVICE PROVIDER’s acceptance of final payment made pursuant to this Agreement shall constitute a release of CITY from all claims and liabilities for compensation to SERVICE PROVIDER for anything completed, finished or relating to the Services. CITY’s payment shall not constitute nor be deemed a release of the responsibility and liability of SERVICE PROVIDER for the accuracy and competency of the information provided and/or the Services performed hereunder, nor shall such payment be deemed to be an assumption of responsibility or liability by CITY for any defect or error in the Services performed by SERVICE PROVIDER and its employees, agents and Subcontracted service providers.

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