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construed to require Consultant to provide indemnification for Claims caused by the active negligence or willful misconduct of the City Indemnitees B. The City does not and shall not waive any rights that it may have against Consultant under this Section, because of the acceptance by the City, or the deposit with the City, of any insurance policy or certificate required pursuant to this Agreement. The hold harmless and indemnification provisions of this Section 23 shall apply regardless of whether said insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost, or expense described herein.
C. The obligation to indemnify and defend, as set forth in this Section 23, is binding on the successors, assigns, or heirs of Consultant and shall survive the expiration or any early termination of this Agreement.
24. INSURANCE. C onsultant 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 C onsultant obtain and maintain such insurance coverages. Such insurance must be issued by a company satisfactory to the Risk Manager. C onsultant shall, before performance of any Services pursuant to this Agreement, file with the Risk Manager evidence of insurance coverage as specified in “Exhibit C”. Maintenance of insurance coverages by Consultant is a material element of this Agreement. C onsultant’s failure to maintain or renew insurance coverages or to provide renewal evidence shall be considered a material breach of this Agreement.
25. LIVING WAGE REQUIREMENTS. During the term of this Agreement, C onsultant understands and agrees that if Living Wages are applicable, subject to the 2002 Oxnard City Council Living Wage Policy, attached as “Exhibit D” to this Agreement, Consultant will pay and/or provide the wages and/or benefits required therein to all of its employees engaged in whole or in part in performing the Services provided for by this Agreement.
The Living Wage is updated on July 1 of each year, and the duty to pay the correct wage is the responsibility of the Consultant.
26. PRE
VAILING WAGE REQUIREMENTS. The payment of State prevailing wages as designated for Ventura County shall apply to public works projects. However, this section shall not apply to work performed on a public works project of twenty -five thousand dollars ($25,000) or less when the project is for construction, alteration, demolition, installation, or repair work; or to work performed on a public works project of fifteen thousand dollars ($15,000) or less when the project is for maintenance work. Prevailing wages are required to be paid to all workers, including subcontracted employees. For further information regarding Prevailing Wage Requirements please refer to Exhibit “ E” attached to this Agreement.
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A. To determine if this Agreement is subject to compliance monitoring and enforcement, go to:
https://www.dir.ca.gov/Public-Works/PublicWorksSB854FAQ.html B. It is unlawful to split, or separate into small portions, work orders, projects, purchases, or public works projects for the purpose of evading these prevailing wage requirements.
C. In the event that there is a difference between the amount of wages to be paid under the City of Oxnard’s local Living Wage requirements and the requirements of this provision, the wage rate that is the higher of the two shall be applicable to this Agreement. The duty to pay the correct wage is the responsibility of the Consultant.
27. [RESERVED].
28. SUBCONTRACTING. If Consultant requires the assistance of a subcontractor to render any Services under this Agreement, C onsultant shall obtain prior written consent from the City before a subcontractor performs any service pursuant to this Agreement. All subcontractors shall be identified in the Scope of Work or Task Order attached to this Agreement as “Exhibit A”. Consultant is fully responsible for satisfactory completion of all its subcontractors’ work. All subcontractors shall be properly licensed and i nsured; and bonded, if applicable. Consultant shall be responsible for all liabilities regardless of nature, type, or cause, arising out of or resulting from or in connection with subcontractors performance pursuant to this Agreement or subcontractors failure to comply with any of its obligations in connection with this Agreement.
29. CONFLICT OF INTEREST. Consultant covenants that it does not have any interest, nor shall it acquire any interest, directly or indirectly, which would conflict in any manner with the performance of Consultant’s Services under this Agreement. Consultant further covenants that in the performance of Services under this Agreement, no officer, employee or agent of Consultant having such interest shall be employed by it. In the event the C ity determines that Consultant must disclose its financial interests by completing and filing a Fair Political Practices Commission Form 700, Statement of Economic Interests, Consultant shall file such Form 700 with the City Clerk’s Office pursuant to the written instructions provided by the City Clerk. Acquisition or maintenance of a conflicting interest by Consultant may result in termination of this Agreement by the City.
30. DISPUTES. Except as otherwise provided in these provisions, any dispute concerni ng a question of fact arising under this Agreement, shall be decided by the C ity’s Designated Representative, who shall reduce this decision to writing and mail a copy to the Consultant. The decision of the City’s Designated Representative shall be final and
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conclusive unless Consultant requests mediation within ten (10) calendar days. Pending final decision of a dispute, the Consultant shall proceed diligently with the performance of the Agreement and in accordance with the decision of the C ity’s Designated Representative.
31. DISPUTE RESOLUTION. Should an unresolved dispute arise out of this Agreement, any Party may request that it be submitted to mediation. The Parties shall meet in mediation within a reasonable time not to exceed forty-five (45) days of a request. The mediator shall be agreed to by the mediating Parties. In the absence of an Agreement on a mediator, the Parties shall each submit one name from mediators listed by the American Arbitration Association, the California State Board of Mediation and Conciliation, or other agreed- upon service. The mediator shall be selected by a “blindfold” process. The cost of mediation shall be borne equally by both Parties. Neither Party shall be deemed the prevailing Party. No Party shall be permitted to file a legal action without first meeting in mediation and making a good faith attempt to reach a mediated settlement. The mediation process, once commenced by a meeting with the mediator, shall last until Agreement is reached by the Parties but not more than sixty (60) calendar days, unless the maximum time is extended in writing by both Parties.
32. ASSIGNMENT. This Agreement is for the professional Services of C onsultant. Any attempt by Consultant to assign the benefits or burdens of this Agreement without the prior written approval of City shall be prohibited and shall be null and void. Consultant 's Services pursuant to this Agreement shall be provided by the Consultant’s Designated Representative or directly under his/her supervision, and Consultant shall not assign another to supervise the Consultant 's performance of this Agreement without the prior written approval of City, by and through the City’s Designated Representative.
33. CARE OF WORK. Should C onsultant discover any latent or unknown conditions materially differing from those inherent in the Services or as represented by the C ity, Consultant shall immediately inform the C ity of such fact and shall not provide any Services, except at C onsultant’s risk, until written instructions are received from the Project Manager.
34. REPORTS. Upon request by the Project Manager or as otherwise required by this Agreement, including but not limited to, the Scope of Services or Task Orders set forth in Exhibit “A”, Consultant shall prepare and submit reports to the C ity concerning Consultant's performance of the Services required by this Agreement.
35. AUDIT. City shall have the option of inspecting, auditing and/or reproducing all records and other written materials used by C onsultant in preparing its billings to C ity as a condition precedent to any payment to Consultant, or for other purposes relating to the
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Agreement. Consultant will promptly furnish all documents requested by C ity.
Additionally, if this Agreement is in excess of $10,000, the State Auditor may examine and audit Consultant for a period of 3 years after final payment under the Agreement.
Regardless of whether a State audit is permitted, Consultant shall maintain and preserve all such records for a period of at least 3 years after final payment under the Agreement or until an audit has been completed and accepted by C ity, whichever occurs later.
Consultant shall maintain all such records in C ity or to promptly reimburse C ity for all reasonable costs incurred in conducting the audit at a location other than in C ity, including but not limited to expenses for personnel, salaries, private auditor, travel, lodging, meals and overhead. Consultant shall include a copy of this Section in all contracts with its subcontractors, and Consultant shall be responsible for immediately obtaining those records or other written material from its subcontractors upon a request by the State Auditor and/or City.
36. ADVERTISING AND PUBLICITY. Consultant shall not use the name of or refer to C ity directly or indirectly in any advertisement, news release, or professional or trade publication without prior written approval from the City Manager. This Section shall survive the termination of this Agreement.
37. NONDISCRIMINATORY EMPLOYMENT. Consultant shall not unlawfully discriminate against any individual based on race, color, religion or religious creed, national origin, ancestry, ethnic group identification, primary language, physical disability, mental disability, medical condition, genetic information, marital status, gender, gender identity, gender expression, sex, sexual orientation, age, immigration status, citizenship or military and veteran status. Consultant understands and agrees that it is bound by and will comply with all legal nondiscrimination mandates. For every subcontractor who will perform Services, Consultant shall be responsible for such subcontractor’s compliance with this Section.
38. COVENANTS AND CONDITIONS. Each term and each provision of this Agreement to be performed by Consultant shall be construed to be both a covenant and a condition.
39. WAIVER. C ity’s review or acceptance of, or payment for, work product prepared by Consultant under this Agreement will not be construed to operate as a waiver of any rights C ity may have under this Agreement or of any cause of action arising from Consultant’s performance. A waiver by C ity 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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40. FORCE MAJEURE. Neither the C onsultant nor the C ity 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 calami ties, riots, or demands or requirements of governmental agencies other than the City.
41. GOVERNING LAW. The terms of this Agreement shall be interpreted according to the laws of the State of California. Should litigation occur, venue shall be in the Superior Court of California, County of Ventura.
42. SEVERABILITY. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agreement will continue in full force and effect and be enforceable.
43. INTEGRATED AGREEMENT. This Agreement and the attached exhibits referenced herein to this Agreement represent the entire understanding between the Parties. No verbal Agreement or implied covenant shall be held to vary the provisions of this Agreement. This Agreement shall bind and inure to the benefit of the Parties to this Agreement and any subsequent successors and assigns.
44. NO THIRD-PARTY BENEFICIARY. This Agreement shall not be construed to be an Agreement for the benefit of any third-party or parties, and no third party or parties shall have any claim or right of action under this Agreement.
45. AUTHORITY TO EXECUTE. Each Party hereto expressly warrants and represents that the signatories to this Agreement have the authority to execute this Agreement on behalf of its corporation, partnership, business entity, or governmental entity, and warrants and represents that the signatories have the authority to bind each Party to the performance of its obligations hereunder.
46. EXECUTION – COUNTERPARTS. This Agreement may be executed in any number of counterparts and each such duplicate counterpart shall constitute an original, but they shall not be effective nor enforceable unless and until it is executed with the handwritten signature or electronic signature of an authorized representative of each of the relevant Parties. No counterpart shall be deemed to be an original or presumed delivered unless and until the counterpart executed by the other Party to this Agreement is in the physical possession of the Party seeking enforcement thereof.
47. INCONSISTENT OR CONFLICTING TERMS. In the event of any contradictions or inconsistencies between any attached documents or exhibits incorporated by reference
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herein and the provisions of the Agreement itself, the terms of the Agreement shall control. Any exhibit that is attached and incorporated by reference shall be limited to the purposes for which it is attached, as specified in this Agreement. Any contractual terms or conditions contained in such exhibit imposing additional obligations on the City are not binding upon the City and City ’s Designated Representative unless specifically agreed to in writing, and initiated by City ’s Designated Representative, as to each additional contractual term or condition.
48. CAPTIONS AND HEADINGS. The captions and headings contained in this Agreement are provided for identification purposes only and shall not be interpreted to limit or define the content, scope, or intent of the provisions described under the respective caption or heading.
49. ACKNOWLEDGEMENT. By signing below, C onsultant acknowledges that it has reviewed the C ity’s Professional Services Agreement terms and conditions and insurance requirements and that Consultant hereby agrees to full compliance.
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IN WITNESS WHEREOF, the Parties have entered into this Agreement effective on the date as written in Section 4 and upon signature of all Parties.
CI
TY OF OXNARD IDS GROUP, INC.
Date Said Hilmy, President Date ☐Luis A. Mc Arthur, Mayor 2 ☐Jennifer Hiraoka, Purchasing Manager 3
Da te Rami Elhassan,
Secretary,4
A
TTEST:
Lourdes A. López, City Clerk Date
(only if Mayor authorizes)
APP
ROVED AS TO FORM:
Stephen M. Fischer, Date
City Attorney (always required)
2 The City Council must authorize and the Mayor must execute any agreement over $220,000. 3 The Purchasing Agent may execute any authorized agreement up to $220,000. 4 The City requires the following for any contract:
● For a corporation, the signatures of the Board President, CEO or Vice President and of the Board Secretary, Assistant Secretary, CFO or Assistant Treasurer;
● F
or an LLC, the signatures of at least two managers of the LLC (company directors, not lower-lev el managers); or ● F
or a partnership, the signature of a partner. If the partnership is a limited partnership, the signer must be a general partner.
If the company has a different structure, or if the above-listed persons are not the appropriate signers, please submit to the City Attorney legally-binding documentation stating who can sign and bind your company.
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EXHIBIT A
PROFESSIONAL SERVICE AGREEMENT
(CITY of Oxnard and IDS Group, Inc.)
SCOPE OF SERVICES
PROJECT MANAGER:
Petros Gazazyan
[email protected]
805-509-9110
General Scope of Work:
The Landscape Architectural Consultant (Consultant) shall provide landscape architectural design services, including but not limited to, the design of parkway and median landscapes, design of landscapes around public buildings, design of public parks, design for playgrounds including surfaces and playground equipment layout, conduct public engagement to communicate the project proposals to neighborhood council and residents, review and provide recommendations for landscape standards, feasibility/concept plan studies and recommendations; preliminary design reports; hiring and managing applicable subconsultants and engineering disciplines as required; preparation of construction plans, specifications and estimates (opinions of construction cost); research of utilities and other records; and such other services as may be required by the CITY. Consultant shall provide services on projects as authorized and directed by CITY under a duly executed and approved Task Order. Consultant shall, in the performance of this Agreement, maintain close communications with the City Project Manager or his/her representative. No services shall be performed on any specific project until the CITY has issued a signed Task Order to Consultant for that particular project.
Work Tasks:
Upon request by CITY, Consultant will perform the following tasks for needed improvements to municipal infrastructure facilities, as applicable for individual projects:
1. The Consultant shall be a State of California Licensed Landscape Architect, experienced in public agency landscape and irrigation improvements and maintenance operations.
2. The Consultant shall provide on-call services to consult with City Staff to address a variety of technical issues including but not limited to field reviews, landscape evaluations, irrigation system evaluation, plant material quality reviews, budgeting, and conceptual design of potential solutions and costs
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3. The Consultant shall provide design services (Schematic Design, Design Development, and Construction Documents) for the preparation of plans, specifications, and estimates for landscape improvements, renovations, and Capital Improvement Projects including, but not limited to, landscaping, irrigation (including conversion of potable to recycled water irrigation), site amenities, public art, and landscape and water quality improvements for such facilities as parks, median islands, parkways, sports fields, open spaces, trails, habitat areas and related facilities.
4. The Consultant shall provide design services during construction, including periodic site visits, review of shop drawings, and preparing responses to contractor’s RFIs, provide drafting and computer -aided drafting support, perform record drawing, utility, or other searches, perform field investigations and design surveying, prepare record (“as built’) drawing, and attend project meetings as necessary.
5. The Consultant shall assist Staff with the review and improvement of the City Code requirements for landscaping and irrigation- related water conservation and water quality, the Landscape Maintenance Specifications, the Tree Maintenance Specifications, the Rodent Control Specifications, and other similar work efforts.
Projects under this Agreement may involve one or more of the following Municipal Infrastructure Improvements:
• Storm drainage collection systems including WQMP and Drainage Reports; • Post-construction stormwater mitigation systems;
• Arterial, collector, and local streets;
• Transportation system;
• Buildings and other types of facilities;
• Public Park improvements;
• Beach maintenance;
• Other undertakings to be determined.
Individual Project Task Order:
Upon request by CITY, Consultant shall submit for CITY review an individual pr oject proposal including all information required to complete a Task Order for the individual project.
Task Order proposal shall identify the specific tasks to be performed by the Consultant .
Tasks shall be listed in chronological order reflecting the entire scope of work as requested by the CITY, along with an estimated cost per task and a combined total Not-to-Exceed cost.
Proposals shall contain the names and titles of Consultant’s personnel assigned to perform the work and specifically identify the individual who will be the Project Manager.
Proposals shall contain a project schedule indicating the various tasks and estimated time required to complete each task. Consultant’s project schedule sha ll reflect all work to be
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performed by the Consultant from initial execution through completion.
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EXHIBIT B
PROFESSIONAL SERVICE AGREEMENT
(CITY of Oxnard and IDS Group, Inc.)
SCHEDULE OF COMPENSATION
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EXHIBIT C
PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and IDS Group, Inc.)
INSURANCE REQUIREMENTS
Prior to contract approval and beginning of services under this agreement, Consultant must procure, agree to maintain and supply evidence of insurance at the levels listed and in accordance with the other provisions listed in this document.
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EXHIBIT D
PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and IDS Group, Inc.)
LIVING WAGE POLICY
Pursuant to the Living Wage Policy adopted July 9, 2002 by the C ity Council and effective October 1, 2002, the C ity Manager and C ity Attorney are directed to include the following language in all standard C onsultant/Professional Services contracts that may be governed by the Living Wage Policy.
A. Consultant shall compensate any employee of Consultant who provides Services under this Agreement in accordance with the Living Wage Policy, attached hereto and incorporated herein by reference as the Living Wage Policy Exhibit. While this Agreement is in effect, Consultant shall pay such employee no less than $20.06 per hour for each hour that such employee provides Services under this Agreement. In addition, while this Agreement is in effect, Consultant shall provide to such employee no less than 96 hours of paid leave per calendar year.
B. Consultant agrees to post, at a location readily accessible to those employees providing Services to the City, a copy of the Living Wage Policy adopted by City Council on July 9, 2002 and effective October 1, 2002.
C. If Consultant fails to compensate such employee pursuant to the Living Wage Policy, the City Manager or designee shall terminate this Agreement on written notice to Consultant , effective immediately.
D. In addition, if Consultant fails to comply with the Living Wage Policy in any manner, Consultant shall pay to City a fine of $500 and shall pay to any employee providing Services under this Agreement a penalty of three times the amount or value of the compensation owed to such employee under the Living Wage Policy . Consultant shall pay such fine and penalty within fifteen (15) calendar days after the City Manager or designee provides written notice to Consultant of the amount owed.
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CITY OF OXNARD LIVING WAGE REQUIREMENTS
EFFECTIVE JULY 1, 2025
Consultant shall compensate any employee of Consultant who provides Services under this Agreement in accordance with the Living Wage Policy, attached hereto and incorporated herein by reference as Exhibit D. While this Agreement is in effect, Consultant shall pay such employee no less than $20.06 per hour for each hour that such employee provides Services under this Agreement. This hourly rate shall be adjusted on July 1, 2026 , and each July 1 thereafter, according to the percentage change in the Consumer Price Index, all items, prepared by the Bureau of Labor Statistics for the Los Angeles area relating to all urban consumers (CPI-U), index base 1982-84=100, comparing May of the previous year to May of the current year. In addition, while this Agreement is in effect, Consultant shall provide to such employee no less than 96 hours of paid leave per calendar year.
a. Consultant agrees to post, at a location readily accessible to those employees providing Services to the City, a copy of the Living Wage Policy adopted by the Oxnard City Council on July 9, 2002 and effective October 1, 2002.
b. If Consultant fails to compensate such employee pursuant to the Living Wage Policy, the City Manager or designee shall terminate this Agreement on written notice to Co nsultant, effective immediately.
c. In addition, if Consultant fails to comply with the Living Wage Policy in any manner, Consultant shall pay to City a fine of $500 and shall pay to any employee providing Services under this Agreement a penalty of three times the amount or value of the compensation owed to such employee under the Living Wage Policy. Consultant shall pay such fine and penalty within fifteen (15) calendar days after the City Manager or designee provides written notice to Consultant of the amount owed.
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EXHIBIT E
PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and IDS Group, Inc.)
PREVAILING WAGE
1. Consultant acknowledges that the Project defined in the Agreement between Consultant and C ity is a “public work” as defined in Division 2, Part 7, Chapter 1 of the California Labor Code (“Chapter 1”), and that this Agreement is subject to Chapter 1 and the rules and regulations established by the Director of Industrial Relations (“DIR”) implementing such statutes. Consultant shall perform the Project as a public work. Consultant shall comply with and be bound by all the terms, rules and regulations described in Chapter 1 and the DIR’s rules and regulations as though set forth in full herein.
2. P ursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on request. Consultant acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Consultant shall post such rates at each job site covered by this Agreement.
3. Consultant is required to post job site notices, as prescribed by regulation. See Labor Code Section 1771.4(a)(2).
4. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. Consultant shall, as a penalty to C ity, forfeit not more than $200 for each calendar day or portion thereof for each worker paid less than the DIR’s determined prevailing rates for the work or craft in which the worker is employed pursuant to this Agreement by Consultant or any subcontractor. The Labor Commissioner shall determine the amount of the penalty as described in Section 1775.
5. Consultant shall comply with Labor Code Section 1776, which requires Consultant and each subcontractor to (1) keep accurate payroll records and verify such records in writing under penalty of perjury, (2) certify and make such payroll records available for inspection, and (3) inform City of the location of the records.
6. Consultant shall comply with L abor Code Sections 1777.5, 1777.6 and 1777.7 and California Administrative Code Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects for all apprenticeable occupations. Before commencing work under this Agreement, Consultant shall provide C ity with a copy of the information submitted to any applicable apprenticeship program. Within 60 days after concluding the Project, Consultant and each of its subcontractors shall submit to C ity a verified statement of the journeyman and apprentice hours performed under this Agreement.
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7. Consultant may not be debarred or suspended throughout the Agreement Term pursuant to Labor Code Section 1777.1 or 1777.7. If he, she or it becomes debarred or suspended in the Agreement Term, Consultant must immediately notify City.
8. Consultant is not qualified to bid on, be listed in a Bid proposal, or engage in the performance of any contract for public work, as defined in Labor Code Sections 1720 through 1861, unless currently registered and qualified to perform public work pursuant to Labor Code Section 1725.5. Consultant shall continue without interruption to stay registered and qualified to perform public work pursuant to Section 1725.5 for the duration of the term of this Agreement. This provision does not apply to construction, alteration, demolition, installation or repair work of $25,000 or less or to maintenance work of $15,000 or less.
9. Consultant acknowledges that 8 hours labor constitutes a legal day’s work. Consultant shall comply with and be bound by Labor Code Section 1810.
10. Consultant shall comply with and be bound by Labor Code Section 1813 concerning penalties for workers who work excess hours. Consultant shall, as a penalty to City, forfeit $25 for each worker employed in the performance of this Agreement by Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than 8 hours in any calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code Section 1815, work performed by Consultant’s employees in excess of 8 hours per day and 40 hours per week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than 1 ½ times the basic rate of pay.
11. The Project listed in the Agreement is subject to compliance monitoring and enforcement by the DIR.
12. Consultant shall be responsible for each and every one of its subcontractors’ compliance with Chapter 1, the DIR’s rules and regulations, and Labor Code Sections 1860 and 3700. Consultant shall include in the written contract between it and each subcontractor a copy of, and a requirement that each subcontractor shall comply with, those statutory provisions. Consultant sh all be required to take all actions necessary to enforce such contractual provisions and ensure subcontractors’ compliance, including without limitation, conducting a periodic review of the certified payroll records of each subcontractor, and upon becoming aware of the failure of the subcontractor to pay its workers the specified prevailing rate of wages, Consultant shall diligently take corrective action to halt or rectify any failure.
13. To the maximum extent, Consultant shall hold harmless, defend (with counsel approved by the C ity Attorney) and indemnify C ity, its legislative bodies, and its officials, officers, employees and agents from any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity (including Consultant , its subcontractors, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all attorneys’ fees and other related costs. All duties of Consultant under this Section shall survive Agreement termination.
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ON-CALL PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF OXNARD AND PACIFIC COAST LAND DESIGN, INC.
By T
his On-Call Professional Services Agreement (“Agreement”), the City of Oxnard (“City”) agrees to engage the Services of Pacific Coast Land Design, Inc. (“Consultant”), and Consultant agrees to perform the Services for City as herein described, for the compensation, during the term, and otherwise subject to the covenants and conditions herein set forth. City and Consultant may be individually referred to as “Party” or collectively as the “Parties.”
1. [INTENTIONALLY OMITTED].
2. SUMM
ARY DESCRIPTION OF SERVICES.
Landsc
ape Architectural Consultant shall provide landscape architectural design services, including but not limited to, the design of parkway and median landscapes, design of landscapes around public buildings, design of public parks, design for playgrounds including surfaces and playground equipment layout, conduct public engagement to communicate the project proposals to neighborhood council and residents, review and provide recommendations for landscape standards, feasibility/concept plan studies and recommendations; preliminary design reports; hiring and managing applicable subconsultants and engineering disciplines as required; preparation of construction plans, specifications and estimates (opinions of construction cost); research of utilities and other records; and such other services as may be required by the CITY.
The Ser
vices to be performed pursuant to this agreement will be limited to the particular professional services that are identified in the Scope of Services, attached hereto as Exhibit A. Consultant has been prequalified to perform the particular services required by the City and the City shall issue Task Orders describing the particular project or services required by the City to the prequalified consultants and consultants shall submit a responsive proposal to the City’s Project Manager.
Cons
ultant is not the exclusive provider of services to the City. The City does not guarantee a specified amount of work under this on-call agreement.
3. PART
IES.
City of Oxnard, a general law and municipal corporation of the State of California, located at 300 West Third Street, Oxnard California 93030.
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Pacific Coast Land Design, Inc., a corporation of the State of California, located at 461 E. Main Street, Ventura, CA 93001.
4. TERM OF AGREEMENT: From: October 8, 2025 To: October 7, 2028
A. Time is of the essence in this Agreement
B. The City shall have the option to exercise ( 2) consecutive (1) one- year term extensions, in accordance with the scope of work and terms and conditions of this Agreement. Any price negotiations, if allowed, shall be negotiated at the time of contract extension.
C. This Agreement shall not exceed a total of five (5) years (including the initial term and any options to extend). The City in its sole discretion may exercise the option terms upon sixty (60) days written notice to the Consultant (or any other time if the parties so agree) in accordance with Section 12 of this Agreement. The option term shall be commenced by an amendment to this agreement.
D. All Services required of Consultant under this Agreement shall be completed on or before the end of the term of the Agreement.
5. AGREEMENT AMOUNT NOT TO EXCEED: $ 750,000.00
1 6. AGREEMENT EXHIBITS. The following documents memorialized below are the only exhibits to this Agreement and are incorporated by reference as though fully set forth herein. In the event of a conflict between the Exhibits and this Agreement, the Agreement controls.
Exhibit A: Scope of Services and Task Order Template
Exhibit B: Schedule of Compensation
Exhibit C: Insurance Requirements: City Insurance Exhibit INS-A Exhibit D: Living Wage Policy
Exhibit E: Prevailing Wage Policy
7. DESIGNATED REPRESENTATIVES. The Designated Representatives listed below shall be authorized to act on behalf of the named Party, be responsible for negotiations and contractual matters, and coordinate with each other to perform the Services under this Agreement. Additionally, Consultant’s Services shall be performed or immediately supervised by the Consultant’s Representative:
1 This is not a guaranteed dollar amount. No services or work performed pursuant to a Task Order shall exceed the “Not to Exceed” Amount of the Contract or the agreed upon amount stated in the Task Order.
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City Designated Representative
Name: Petros Gazazyan
Title: Construction Project Manager
Phone: 805-509-9110
Email: [email protected]
Address: 305 West Third Street, East
Wing, Second Floor, Oxnard, CA 93030
Consultant Designated Representative
Name: Mike Zielsdorf
Title: Managing Principal/CEO/CFO
Phone: (805) 715-4204
Email: [email protected]
Address: 461 E. Main Street, Ventura,
CA 93001
8. CONTRACTUAL PREREQUSITIES. This Agreement must first be executed by the Consultant, after which the Agreement shall be approved as to form by the City Attorney, then executed by the Mayor, or an authorized person on behalf of the City , and if executed by the Mayor shall also be executed by the City Clerk.
A. Consultant is advised that any recommendation for Agreement award is not binding on City until the Agreement is fully executed and approved by the City.
B. All proof of a City tax certificate, insurance, and W-9 forms is required prior to execution of this Agreement.
C. Consultant shall not perform any work under this Agreement until a proof of insurance has been provided to the City as required under Section 24 of this Agreement.
9. CONSULTANT’S SERVICES.
A. Consultant shall perform only the type or category of s ervices as set forth in the “Scope of Services,” and pursuant to the information contained in the Task Orders issued pursuant to this agreement.
B. Task Orders may only be modified in writing by the City’s Project Manager or Designated Representative.
C. The Services issued pursuant to a Task Order shall be coordinated with the designated City Project Manager set forth in Exhibit A and are subject to the direction of the C ity M anager or Department Director. Consultant hereby designates as its Project Manager, the individual identified in Section 7 of this Agreement, as the person responsible for the Services who shall coordinate with City ’s Project Manager in executing the Scope of Serv ices and Task Order(s) under this Agreement.
D. Under no circumstances shall the Consultant exceed the amount stated in the City’s Task Order or perform additional work or services that are not included in the Task Order
10. COMPENSATION. City shall pay Consultant for the Services performed pursuant to the terms of this Agreement and based on the hourly rates and fees set forth in the “Schedule of Compensation,” attached to and incorporated into this Agreement as
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“Exhibit B.” Consultant ’s compensation shall not to exceed amount stated in the Task Order. Under no circumstances shall the Consultant perform work in excess of the amount stated in the Task Order or the not to exceed amount listed in Section 5 of this Agreement. Once this Agreement is executed, the Schedule of Compensation may only be modified by written Amendment pursuant to Section 13 of this Agreement, and may be subject to approval by the City Council.
A. The maximum not to exceed amount for any individual Task Order issued pursuant to this Agreement shall be $100,000.00 per Task Order or $200,000, if the Task Order is associated with an identified and approved Capitol Improvement Project.
B. Annual Rate and Fees adjustments must be requested in writing and shall not exceed 3% and are subject to approval by the City. Annual adjustments shall apply to Task Orders issued after the adjustment is approved and not retroactively to in progress Task Orders.
11. PAYMENT and INVOICES. The City shall pay all undisputed portions of any applicable invoice within thirty (30) days after receipt of an invoice. In the event the C ity disputes one or more items in an invoice, the City shall, within thirty (30) days after receipt of such invoice, notify the Consultant of the item(s) being disputed and the reason(s) therefore.
The City may withhold payment for such disputed items until resolution of the dispute.
A. Payment Request. Consultant shall submit a payment request to CITY by the end of each calendar month listing the Services provided, costs of those Services, and total amount due for the month. Invoices may be emailed to:
[email protected].
B. C onsultant’s acceptance of final payment made pursuant to this Agreement shall constitute a release of C ity from all claims and liabilities for compensation to C onsultant 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 C onsultant 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 C onsultant and its employees, agents and subcontracted Consultants.
C. C onsultant shall provide C ity with a completed Request for Taxpayer Identification Number and Certification, as issued by the Internal Revenue Service. If any sales tax is due for the Services performed by Consultant or materials or products provided to C ity by Consultant, Consultant shall pay the sales tax. C ity shall not reimburse C onsultant for sales taxes paid by Consultant.
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D. Non-Appropriation of Funds. Payments to be made to Consultant by City for the Services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted and unencumbered appropriation of City. In the event City does not appropriate sufficient funds for payment of the Services beyond the current fiscal year, this Agreement shall cover payment for the Services only up to the conclusion of the last fiscal year in which City appropriated sufficient funds and shall automatically terminate at that fiscal year’s conclusion.
12. OPTION TO EXTEND AGREEMENT. When in the City’s best interest, this Agreement may only be extended, if the C ity, in its discretion , exercises an option term in accordance with Section 4 subparagraphs (B) and (C) of th is Agreement. The initial term, plus any option to extend shall not exceed a total of five (5) years. If no option to extend the Agreement appears in section 4(B), then this Agreement shall not be extended.
13. MODIFICATION OF AGREEMENT. This Agreement may be amended, modified, or otherwise altered, or its provisions waived, only upon mutual consent of the Parties by written amendment. The City may request that the Consultant perform Extra Services.
As used herein, "Extra Services" means any services, which are determined by the City to be necessary for the proper completion of the project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement or any Task Order issued under this Agreement. A written amendment signed by both Parties shall be required to authorize performance of and payment for Extra Services under this Agreement or Task Order.
14. TERMINATION OF AGREEMENT. City may terminate this Agreement at any time, with or without cause and without penalty, upon fifteen (15) calendar days’ prior written notice pursuant to Section 22 of this Agreement. Such termination shall be effective on the date specified in the notice, or if no date is specified, then fifteen (15) calendar days from the date of the notice. City shall be liable to Consultant only for work done by Consultant up to and including the date of termination of this Agreement unless the termination is for cause, in which event Consultant need be compensated only to the extent required by law. Consultant may terminate this Agreement at any time during the term of the Agreement by giving the City sixty (60) calendar days’ prior written notice.
15. [RESERVED].
16. INDEPENDENT CONTRACTOR. Consultant is and shall at all times remain, as to City, a wholly independent contractor. Neither C ity nor any of its employees or agents shall have control over the conduct of Consultant or any of its employees, except as stated in this Agreement. Consultant has and shall retain the right to exercise full control over the
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employment, direction, means of performance, location, compensation and discharge of all persons assisting Consultant. This Agreement shall not be interpreted to prevent or preclude Consultant from rendering any Services for Consultant’s own account or to any other person or entity as Consultant in its sole discretion shall determine; provided, however, that performing such Services shall not materially interfere with the Services the Consultant shall perform for the C ity. The C ity retains the right to provide general instructions to and observe the Consultant in the performance of all Services done on behalf of the City.
Consultant and its employees, sub consultants, and agents have no authority, express or implied, to act on behalf of City in any capacity, to incur any debt, obligation or liability on behalf of City, bind City in any manner, or otherwise act on behalf of City as an agent.
Consultant T and its employees are not employees of City. Consultant and its employees are not entitled to receive from C ity any of the benefits or rights afforded employees of City, including but not limited to reserve leave, sick leave, vacation leave, holiday leave, compensatory leave, Public Employees Retirement System benefits, and health, life, dental, long-term disability and workers’ compensation insurance benefits. Consultant shall not, at any time or in any manner, represent that it or any of its agents, subconsultants, or employees are in any manner agents, subconsultants, or employees of City.
17. LAWFUL PERFORMANCE. Consultant shall abide by all federal, state, and local laws and regulations as may be related to the performance of duties under this Agreement.
Consultant, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, licenses, and certificates that may be required in connection with the performance of Services under this Agreement.
18. SAFETY REQUIREMENTS. Consultant shall not perform any Services for the City when the Consultant is impaired by alcohol or a controlled substance. When there is reasonable cause to believe that any person has violated this provision, that person shall be immediately removed from the premises and be subject to any applicable civil and/or criminal penalties under the C ity’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 C ity reserves the right to issue restraining or cease and desist orders to Consultant when unsafe or harmful acts are observed or reported relative to the performance of the work under this Agreement. The acceptance of Consultant 's work by City shall not operate as a release of the Consultant from such standard of care and workmanship.
19. STANDARD OF PERFORMANCE; WARRANTY. C onsultant agrees to perform all Services required by this Agreement in a professional and competent manner, in accordance with the degree of skill and diligence which is normally employed by
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reputable professionals performing similar Services under similar conditions in the same or similar locality. Such Services shall also be performed in a manner which is reasonably satisfactory to C ity Project Manager, or designee (hereinafter the “Project Manager”), provided that discretion in determining what is satisfactory shall not alter the foregoing standard of care.
A. In accordance with the standard of care set forth in the first sentence of Section 19, the Consultant agrees that it:
(1) Has thoroughly reviewed and considered the services and work to be performed; and
(2) Has reviewed the issues regarding the Scope of Services and Task Orders to be provided; and
(3) Has carefully considered how the services and related work should be performed; and
(4) Fully understands the facilities, difficulties and restrictions associated with performance of the services required by this Agreement.
20. OWNERSHIP OF CONSULTANT’S WORK PRODUCT, CONFIDENTIALITY & DISCLOSURE, RECORDS & WARRANTY. C ity 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 C onsultant in performance of this Agreement and shall be entitled to immediate possession of the same upon completion of the work under this Agreement, or at any earlier or later time when the same may be requested by City.
A. Ownership of Documents. Every report, draft, work product, map, record, and other document reproduced, prepared, or caused to be prepared by the Consultant pursuant to or in connection with this Agreement shall be the exclusive property of the City.
B. Deliverables. C onsultant shall deliver to the C ity the studies, plans, specifications, or other documents as are identified in the Scope of Services or Task Order ; and Consultant shall, upon completion of all work or termination of this Agreement, submit to the C ity all information developed in the course of the Consultant 's services. Consultant shall, in such time and in such form as the C ity may require, furnish reports concerning the status of Services required under this Agreement. Consultant shall, upon request by C ity and upon completion or termination of this Agreement, deliver to the City all material furnished to Consultant by the City.
C. Records and Inspections. The C onsultant shall maintain full and accurate records, with respect to all Services and matters covered under this Agreement. Books and records pertaining to costs shall be kept and prepared in accordance with generally accepted accounting principles. The City shall have free access at all reasonable times to such records, both
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hard copy and electronic, and the right to examine and audit the same and to make transcripts therefrom, and to inspect all program data, documents, proceedings, and activities.
D. Confidentiality. Information that is exempt from disclosure to the public is confidential. This includes information relating to the past, present, or future affairs of the City or information belonging to a third party whose information is in th e C ity’s possession or control under obligations of confidentiality.
Consultant may be granted access to information that is exempt from disclosure to the public (Government Code Section 7920.505) and may contain “trade secrets” (see Government Code Section 7924.510(f)) when it is necessary for C onsultant to perform its obligations pursuant to this Agreement. If Consultant is granted such access to confidential information, Consultant shall not be considered to be a member of the public as that term is used in Government Code Section 7920.515.
E. Disclosure of Information. Consultant shall not disclose, publish, or authorize others to disclose or publish, design data, drawings, specifications, reports, or other information pertaining to the projects assigned to Consultant by the City or other information to which the Consultant has had access during the term of this Agreement without the prior written approval of the C ity’s Designated Representative during the term of this Agreement and for a period of two (2) years after the termination of this Agreement.
F. No Warranty. Other than an obligation upon the C ity to deal in good faith, the City makes no warranties and shall bear no liability or responsibility for errors or omissions in any Confidential Information disclosed under this Agreement or for any business decisions made by Consultant in reliance on any Confidential Information disclosed under this Agreement.
21. NOTICE OF BREACH AND OPPORTUNITY TO CURE. Neither Party will be in breach of this Agreement where the breach is capable of being cured, or until written notice of the breach is received from the non- breaching Party. The Party charged with breach will have fifteen (15) calendar days from the date of receiving such notice in which to cure the breach or otherwise respond. If the circumstances leading to the charge that the Agreement was breached have not been cured or explained to the satisfaction of the other Party within fifteen (15) days from the date on which the breaching Party received notice of breach, the non- breaching Party may terminate this Agreement. Notice shall be given in the manner set forth in section 22.
22. NOTICE. All notices given or required to be given pursuant to this Agreement shall be in writing and may be given by personal delivery or by first -class mail. Notice sent by mail shall be addressed to each Party’s Designated Representative as set forth above in Section 7. When addressed in accordance with this Section, such notice shall be deemed given upon deposit in the United States mail, postage prepaid. In all other
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instances, notices shall be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this Section.
23. INDEMNIFICATION, HOLD HARMLESS & DEFENSE. Exc ept as set forth in Subsection A of this Section 23, and to the fullest extent permitted by law, Consultant shall immediately defend, indemnify, and hold harmless the City, its officers, employees, representatives, and agents (the “City Indemnitees”), from and against those actions, suits, proceedings, claims, demands, losses, costs, and expenses, including legal costs and reasonable attorneys’ fees, for any personal injuries, deaths, or property damage, including property owned by the City (collectively “Claims”) which may arise out of Consultant's negligence or willful misconduct in the performance of the services described in this Agreement, unless such Claims are proven to be caused by the negligence or willful misconduct of the City Indemnitees.
A. The provisions of this Subsection apply only in the event that Consultant is a design professional within the meaning of California Civil Code section 2782.8 (“Design Professional”). The term Design Professional, as defined in said section, is limited to licensed architects, licensed landscape architects, registered professional engineers, professional land surveyors, and the business entities that offer such services in accordance with the applicable provisions of the California Business and Professions Code. (1) Notwithstanding the provisions of Section 23 above, to the extent that the services to be provided under this Agreement are those of a Design Professional, Consultant's duty to indemnify, hold harmless, and defend the City Indemnitees shall be limited to the extent that any Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, its officers, agents, employees or subconsultants in the performance of the services described in this Agreement. (2) In no event shall the costs of defense charged to Consultant exceed the Consultant’s proportionate percentage of fault, except as otherwise set forth in said Civil Code section 2782.8, the provisions of which are incorporated into this Agreement by this reference. Nothing in this Subsection b shall be construed to require Consultant to provide indemnification for Claims caused by the active negligence or willful misconduct of the City Indemnitees B. The City does not and shall not waive any rights that it may have against Consultant under this Section, because of the acceptance by the City, or the deposit with the City, of any insurance policy or certificate required pursuant to this Agreement. The hold harmless and indemnification provisions of this Section 23 shall apply regardless of whether said insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost, or expense described herein.
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C. The obligation to indemnify and defend, as set forth in this Section 23, is binding on the successors, assigns, or heirs of Consultant and shall survive the expiration or any early termination of this Agreement.
24. INSURANCE. C onsultant 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 C onsultant obtain and maintain such insurance coverages. Such insurance must be issued by a company satisfactory to the Risk Manager. C onsultant shall, before performance of any Services pursuant to this Agreement, file with the Risk Manager evidence of insurance coverage as specified in “Exhibit C”. Maintenance of insurance coverages by Consultant is a material element of this Agreement. C onsultant’s failure to maintain or renew insurance coverages or to provide renewal evidence shall be considered a material breach of this Agreement.
25. LIVING WAGE REQUIREMENTS. During the term of this Agreement, C onsultant understands and agrees that if Living Wages are applicable, subject to the 2002 Oxnard City Council Living Wage Policy, attached as “Exhi bit D” to this Agreement, Consultant will pay and/or provide the wages and/or benefits required therein to all of its employees engaged in whole or in part in performing the Services provided for by this Agreement.
The Living Wage is updated on July 1 of each year, and the duty to pay the correct wage is the responsibility of the Consultant.
26. PREVAILING WAGE REQUIREMENTS. The payment of State prevailing wages as designated for Ventura County shall apply to public works projects. However, this section shall not apply to work performed on a public works project of twenty -five thousand dollars ($25,000) or less when the project is for construction, alteration, demolition, installation, or repair work; or to work performed on a public works project of fifteen thousand dollars ($15,000) or less when the project is for maintenance work. Prevailing wages are required to be paid to all workers, including subcontracted employees. For further information regarding Prevailing Wage Requirements please refer to Exhibit “ E” attached to this Agreement.
A. To determine if this Agreement is subject to compliance monitoring and enforcement, go to:
https://www.dir.ca.gov/Public-Works/PublicWorksSB854FAQ.html B. It is unlawful to split, or separate into small portions, work orders, projects, purchases, or public works projects for the purpose of evading these prevailing wage requirements.
C. In the event that there is a difference between the amount of wages to be paid under the City of Oxnard’s local Living Wage requirements and the requirements of this provision, the wage rate that is the higher of the two
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shall be applicable to this Agreement. The duty to pay the correct wage is the responsibility of the Consultant.
27. [RESERVED].
28. SUBCONTRACTING. If Consultant requires the assistance of a subcontractor to render any Services under this Agreement, C onsultant shall obtain prior written consent from the City before a subcontractor performs any service pursuant to this Agreement. All subcontractors shall be identified in the Scope of Work or Task Order attached to this Agreement as “Exhibit A”. Consultant is fully responsible for satisfactory completion of all its subcontractors’ work. All subcontractors shall be properly licensed and insured; and bonded, if applicable. Consultant shall be responsible for all liabilities regardless of nature, type, or cause, arising out of or resulting from or in connection with subcontractors performance pursuant to this Agreement or subcontractors failure to comply with any of its obligations in connection with this Agreement.
29. CONFLICT OF INTEREST. Consultant covenants that it does not have any interest, nor shall it acquire any interest, directly or indirectly, which would conflict in any manner with the performance of Consultant’s Services under this Agreement. Consultant further covenants that in the performance of Services under this Agreement, no officer, employee or agent of Consultant having such interest shall be employed by it. In the event the C ity determines that Consultant must disclose its financial interests by completing and filing a Fair Political Practices Commission Form 700, Statement of Economic Interests, Consultant shall file such Form 700 with the City Clerk’s Office pursuant to the written instructions provided by the City Clerk. Acquisition or maintenance of a conflicting interest by Consultant may result in termination of this Agreement by the City.
30. DISPUTES. Except as otherwise provided in these provisions, any dispute concerning a question of fact arising under this Agreement, shall be decided by the C ity’s Designated Representative, who shall reduce this decision to writing and mail a copy to the Consultant. The decision of the City’s Designated Representative shall be final and conclusive unless Consultant requests mediation within ten (10) calendar days. Pending final decision of a dispute, the Consultant shall proceed diligently with the performance of the Agreement and in accordance with the decision of the C ity’s Designated Representative.
31. DISPUTE RESOLUTION. Should an unresolved dispute arise out of this Agreement, any Party may request that it be submitted to mediation. The Parties shall meet in mediation within a reasonable time not to exceed forty-five (45) days of a request. The mediator shall be agreed to by the mediating Parties. In the absence of an Agreement on a mediator, the Parties shall each submit one name from mediators listed by the
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American Arbitration Association, the California State Board of Mediation and Conciliation, or other agreed- upon service. The mediator shall be selected by a “blindfold” process. The cost of mediation shall be borne equally by both Parties. Neither Party shall be deemed the prevailing Party. No Party shall be permitted to file a legal action without first meeting in mediation and making a good faith attempt to reach a mediated settlement. The mediation process, once commenced by a meeting with the mediator, shall last until Agreement is reached by the Parties but not more than sixty (60) calendar days, unless the maximum time is extended in writing by both Parties.
32. ASSIGNMENT. This Agreement is for the professional Services of C onsultant. Any attempt by Consultant to assign the benefits or burdens of this Agreement without the prior written approval of City shall be prohibited and shall be null and void. Consultant 's Services pursuant to this Agreement shall be provided by the Consultant’s Designated Representative or directly under his/her supervision, and Consultant shall not assign another to supervise the Consultant 's performance of this Agreement without the prior written approval of City, by and through the City’s Designated Representative.
33. CARE OF WORK. Should C onsultant discover any latent or unknown conditions materially differing from those inherent in the Services or as represented by the C ity, Consultant shall immediately inform the C ity of such fact and shall not provide any Services, except at C onsultant’s risk, until written instructions are received from the Project Manager.
34. REPORTS. Upon request by the Project Manager or as otherwise required by this Agreement, including but not limited to, the Scope of Services or Task Orders set forth in Exhibit “A”, Consultant shall prepare and submit reports to the C ity concerning Consultant's performance of the Services required by this Agreement.
35. AUDIT. City shall have the option of inspecting, auditing and/or reproducing all records and other written materials used by C onsultant in preparing its billings to C ity as a condition precedent to any payment to Consultant, or for other purposes relating to the Agreement. Consultant will promptly furnish all documents requested by C ity.
Additionally, if this Agreement is in excess of $10,000, the State Auditor may examine and audit Consultant for a period of 3 years after final payment under the Agreement.
Regardless of whether a State audit is permitted, Consultant shall maintain and preserve all such records for a period of at least 3 years after final payment under the Agreement or until an audit has been completed and accepted by C ity, whichever occurs later.
Consultant shall maintain all such records in C ity or to promptly reimburse C ity for all reasonable costs incurred in conducting the audit at a location other than in C ity, including but not limited to expenses for personnel, salaries, private auditor, travel, lodging, meals and overhead. Consultant shall include a copy of this Section in all contracts with its subcontractors, and Consultant shall be responsible for immediately
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obtaining those records or other written material from its subcontractors upon a request by the State Auditor and/or City.
36. ADVERTISING AND PUBLICITY. Consultant shall not use the name of or refer to C ity directly or indirectly in any advertisement, news release, or professional or trade publication without prior written approval from the City Manager. This Section shall survive the termination of this Agreement.
37. NONDISCRIMINATORY EMPLOYMENT. Consultant shall not unlawfully discriminate against any individual based on race, color, religion or religious creed, national origin, ancestry, ethnic group identification, primary language, physical disability, mental disability, medical condition, genetic information, marital status, gender, gender identity, gender expression, sex, sexual orientation, age, immigration status, citizenship or military and veteran status. Consultant understands and agrees that it is bound by and will comply with all legal nondiscrimination mandates. For every subcontractor who will perform Services, Consultant shall be responsible for such subcontractor’s compliance with this Section.
38. COVENANTS AND CONDITIONS. Each term and each provision of this Agreement to be performed by Consultant shall be construed to be both a covenant and a condition.
39. WAIVER. C ity’s review or acceptance of, or payment for, work product prepared by Consultant under this Agreement will not be construed to operate as a waiver of any rights C ity may have under this Agreement or of any cause of action arising from Consultant’s performance. A waiver by C ity of any breach of any term, covenant, or condition contained in this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement, whether of the same or different character.
40. FORCE MAJEURE. Neither the C onsultant nor the C ity shall be responsible for any delay caused by any contingency beyond their control, including, but not limited to, war or insurrection, walkouts by the Party’s own employees, fires, natural calamities, riots, or demands or requirements of governmental agencies other than the City.
41. GOVERNING LAW. The terms of this Agreement shall be interpreted according to the laws of the State of California. Should litigation occur, venue shall be in the Superior Court of California, County of Ventura.
42. SEVERABILITY. If any portion of this Agreement is declared by a court of c ompetent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agreement will continue in full force and effect and be enforceable.
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43. INTEGRATED AGREEMENT. This Agreement and the attached exhibits referenced herein to this Agreement represent the entire understanding between the Parties. No verbal Agreement or implied covenant shall be held to vary the provisions of this Agreement. This Agreement shall bind and inure to the benefit of the Parties to this Agreement and any subsequent successors and assigns.
44. NO THIRD-PARTY BENEFICIARY. This Agreement shall not be construed to be an Agreement for the benefit of any third-party or parties, and no third party or parties shall have any claim or right of action under this Agreement.
45. AUTHORITY TO EXECUTE. Each Party hereto expressly warrants and represents that the signatories to this Agreement have the authority to execute this Agreement on behalf of its corporation, partnership, business entity, or governmental entity, and warrants and represents that the signatories have the authority to bind each Party to the performance of its obligations hereunder.
46. EXECUTION – COUNTERPARTS. This Agreement may be executed in any number of counterparts and each such duplicate counterpart shall constitute an original, but they shall not be effective nor enforceable unless and until it is executed with the handwritten signature or electronic signature of an authorized representative of each of the relevant Parties. No counterpart shall be deemed to be an original or presumed delivered unless and until the counterpart executed by the other Party to this Agreement is in the physical possession of the Party seeking enforcement thereof.
47. INCONSISTENT OR CONFLICTING TERMS. In the event of any contradictions or inconsistencies between any attached documents or exhibits incorporated by reference herein and the provisions of the Agreement itself, the terms of the Agreement shall control. Any exhibit that is attached and incorporated by reference shall be limited to the purposes for which it is attached, as specified in this Agreement. Any contractual terms or conditions contained in such exhibit imposing additional obligations on the City are not binding upon the City and City ’s Designated Representative unless specifically agreed to in writing, and initiated by City ’s Designated Representative, as to each additional contractual term or condition.
48. CAPTIONS AND HEADINGS. The captions and headings contained in this Agreement are provided for identification purposes only and shall not be interpreted to limit or define the content, scope, or intent of the provisions described under the respective caption or heading.
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49. ACKNOWLEDGEMENT. By signing below, C onsultant acknowledges that it has reviewed the C ity’s Professional Services Agreement terms and conditions and insurance requirements and that Consultant hereby agrees to full compliance.
[Signatures on next page]
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IN WITNESS WHEREOF, the Parties have entered into this Agreement effective on the date as written in Section 4 and upon signature of all Parties.
CIT
Y OF OXNARD PACIFIC COAST LAND DESIGN, INC.
☐Luis A. Mc Arthur, Mayor 2 Da te Mike Zielsdorf, CEO Date ☐Jennifer Hiraoka, Purchasing Manager3
Mike Zielsdorf, CFO ,4 Date
ATTE
ST:
Lourdes A. López, City Clerk Date
(only if Mayor authorizes)
APPRO
VED AS TO FORM:
Stephen M. Fischer, Date
City Attorney (always required)
2 The City Council must authorize and the Mayor must execute any agreement over $220,000. 3 The Purchasing Agent may execute any authorized agreement up to $220,000. 4 The City requires the following for any contract:
● For a corporation, the signatures of the Board President, CEO or Vice President and of the Board Secretary, Assistant Secretary, CFO or Assistant Treasurer;
● For an LLC, the signatures of at least two managers of the LLC (company directors, not lower-level managers); or ● For a partnership, the signature of a partner. If the partnership is a limited partnership, the signer must be a general partner.
If the company has a different structure, or if the above-listed persons are not the appropriate signers, please submit to the City Attorney legally-binding documentation stating who can sign and bind your company.
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EXHIBIT A
PROFESSIONAL SERVICE AGREEMENT
(CITY of Oxnard and Pacific Coast Land Design, Inc.)
SCOPE OF SERVICES
PROJECT MANAGER:
Petros Gazazyan
[email protected]
805-509-9110
General Scope of Work:
The Landscape Architectural Consultant (Consultant) shall provide landscape architectural design services, including but not limited to, the design of parkway and median landscapes, design of landscapes around public buildings, design of public parks, design for playgrounds including surfaces and playground equipment layout, conduct public engagement to communicate the project proposals to neighborhood council and residents, review and provide recommendations for landscape standards, feasibility/concept plan studies and recommendations; preliminary design reports; hiring and managing applicable subconsultants and engineering disciplines as required; preparation of construction plans, specifications and estimates (opinions of construction cost); research of utilities and other records; and such other services as may be required by the CITY. Consultant shall provide services on projects as authorized and directed by CITY under a duly executed and approved Task Order. Consultant shall, in the performance of this Agreement, maintain close communications with the City Project Manager or his/her representative. No services shall be performed on any specific project until the CITY has issued a signed Task Order to Consultant for that particular project.
Work Tasks:
Upon request by CITY, Consultant will perform the following tasks for needed improvements to municipal infrastructure facilities, as applicable for individual projects:
1. The Consultant shall be a State of California Licensed Landscape Architect, experienced in public agency landscape and irrigation improvements and maintenance operations.
2. The Consultant shall provide on-call services to consult with City Staff to address a variety of technical issues including but not limited to field reviews, landscape evaluations, irrigation system evaluation, plant material quality reviews, budgeting, and conceptual design of potential solutions and costs
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3. The Consultant shall provide design services (Schematic Design, Design Development, and Construction Documents) for the preparation of plans, specifications, and estimates for landscape improvements, renovations, and Capital Improvement Projects including, but not limited to, landscaping, irrigation (including conversion of potable to recycled water irrigation), site amenities, public art, and landscape and water quality improvements for such facilities as parks, median islands, parkways, sports fields, open spaces, trails, habitat areas and related facilities.
4. The Consultant shall provide design services during construction, including periodic site visits, review of shop drawings, and preparing responses to contractor’s RFIs, provide drafting and computer -aided drafting support, perform record drawing, utility, or other searches, perform field investigations and design surveying, prepare record (“as built’) drawing, and attend project meetings as necessary.
5. The Consultant shall assist Staff with the review and improvement of the City Code requirements for landscaping and irrigation- related water conservation and water quality, the Landscape Maintenance Specifications, the Tree Maintenance Specifications, the Rodent Control Specifications, and other similar work efforts.
Projects under this Agreement may involve one or more of the following Municipal Infrastructure Improvements:
• Storm drainage collection systems including WQMP and Drainage Reports; • Post-construction stormwater mitigation systems;
• Arterial, collector, and local streets;
• Transportation system;
• Buildings and other types of facilities;
• Public Park improvements;
• Beach maintenance;
• Other undertakings to be determined.
Individual Project Task Order:
Upon request by CITY, Consultant shall submit for CITY review an individual pr oject proposal including all information required to complete a Task Order for the individual project.
Task Order proposal shall identify the specific tasks to be performed by the Consultant .
Tasks shall be listed in chronological order reflecting the entire scope of work as requested by the CITY, along with an estimated cost per task and a combined total Not-to-Exceed cost.
Proposals shall contain the names and titles of Consultant’s personnel assigned to perform the work and specifically identify the individual who will be the Project Manager.
Proposals shall contain a project schedule indicating the various tasks and estimated time required to complete each task. Consultant’s project schedule sha ll reflect all work to be performed by the Consultant from initial execution through completion.
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HOURLY BILLING
RATES
EXHIBIT B
PROFESSIONAL SERVICE AGREEMENT
(CITY of Oxnard and Pacific Coast Land Design, Inc.)
SCHEDULE OF COMPENSATION
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EXHIBIT C
PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and Pacific Coast Land Design, Inc.)
INSURANCE REQUIREMENTS
Prior to contract approval and beginning of services under this agreement, Consultant must procure, agree to maintain and supply evidence of insurance at the levels listed and in accordance with the other provisions listed in this document.
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EXHIBIT D
PROF
ESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and Pacific Coast Land Design, Inc.)
LI
VING WAGE POLICY
Pur
suant to the Living Wage Policy adopted July 9, 2002 by the C ity Council and effective October 1, 2002, the C ity Manager and C ity Attorney are directed to include the following language in all standard C onsultant/Professional Services contracts that may be governed by the Living Wage Policy.
A. Cons
ultant shall compensate any employee of Consultant who provides Services under this Agreement in accordance with the Living Wage Policy, attached hereto and incorporated herein by reference as the Living Wage Policy Exhibit. While this Agreement is in effect, Consultant shall pay such employee no less than $20.06 per hour for each hour that such employee provides Services under this Agreement. In addition, while this Agreement is in effect, Consultant shall provide to such employee no less than 96 hours of paid leave per calendar year.
B. Cons
ultant 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 Cons
ultant fails to compensate such employee pursuant to the Living Wage Policy, the City Manager or designee shall terminate this Agreement on written notice to Consultant , effective immediately.
D. In addi
tion, if Consultant fails to comply with the Living Wage Policy in any manner, Consultant shall pay to City a fine of $500 and shall pay to any employee providing Services under this Agreement a penalty of three times the amount or value of the compensation owed to such employee under the Living Wage Policy. Consultant shall pay such fine and penalty within fifteen (15) calendar days after the City Manager or designee provides written notice to Consultant of the amount owed.
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CITY OF OXNARD LIVING WAGE REQUIREMENTS
EFFECTIVE JULY 1, 2025
Consultant shall compensate any employee of Consultant who provides Services under this Agreement in accordance with the Living Wage Policy, attached hereto and incorporated herein by reference as Exhibit D. While this Agreement is in effect, Consultant shall pay such employee no less than $20.06 per hour for each hour that such employee provides Services under
this Agreement. This hourly rate shall be adjusted on July 1, 2026, and each July 1 thereafter, according to the percentage change in the Consumer Price Index, all items, prepared by the Bureau of Labor Statistics for the Los Angeles area relating to all urban consumers (CPI-U), index
base 1982-84=100, comparing May of the previous year to May of the current
year. In addition, while this Agreement is in effect, Consultant shall provide to such employee no less
than 96 hours of paid leave per calendar year.
a. Consu
ltant 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 Consul
tant fails to compensate such employee pursuant to the Living Wage Policy, the City Manager or designee shall terminate this Agreement on written notice to Consultant , effective immediately.
c. In addit
ion, if Consultant fails to comply with the Living Wage Policy in any manner, Consultant shall pay to City a fine of $500 and shall pay to any employee providing Services under this Agreement a penalty of three times the amount or value of the compensation owed to such employee under the Living Wage Policy. Consultant shall pay such fine and penalty within fifteen (15) calendar days after the City Manager or designee provides written notice to Consultant of the amount owed.
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EXHIBIT E
PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and Pacific Coast Land Design, Inc.)
PREVAILING WAGE
1. Consultant acknowledges that the Project defined in the Agreement between Consultant and C ity is a “public work” as defined in Division 2, Part 7, Chapter 1 of the California Labor Code (“Chapter 1”), and that this Agreement is subject to Chapter 1 and the rules and regulations established by the Director of Industrial Relations (“DIR”) implementing such statutes. Consultant shall perform the Project as a public work. Consultant shall comply with and be bound by all the terms, rules and regulations described in Chapter 1 and the DIR’s rules and regulations as though set forth in full herein.
2. P ursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on request. Consultant acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Consultant shall post such rates at each job site covered by this Agreement.
3. Consultant is required to post job site notices, as prescribed by regulation. See Labor Code Section 1771.4(a)(2).
4. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. Consultant shall, as a penalty to C ity, forfeit not more than $200 for each calendar day or portion thereof for each worker paid less than the DIR’s determined prevailing rates for the work or craft in which the worker is employed pursuant to this Agreement by Consultant or any subcontractor. The Labor Commissioner shall determine the amount of the penalty as described in Section 1775.
5. Consultant shall comply with Labor Code Section 1776, which requires Consultant and each subcontractor to (1) keep accurate payroll records and verify such records in writing under penalty of perjury, (2) certify and make such payroll records available for inspection, and (3) inform City of the location of the records.
6. Consultant shall comply with L abor Code Sections 1777.5, 1777.6 and 1777.7 and California Administrative Code Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects for all apprenticeable occupations. Before commencing work under this Agreement, Consultant shall provide C ity with a copy of the information submitted to any applicable apprenticeship program. Within 60 days after concluding the Project, Consultant and each of its subcontractors shall submit to C ity a verified statement of the journeyman and apprentice hours performed under this Agreement.
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7. Consultant may not be debarred or suspended throughout the Agreement Term pursuant to Labor Code Section 1777.1 or 1777.7. If he, she or it becomes debarred or suspended in the Agreement Term, Consultant must immediately notify City.
8. Consultant is not qualified to bid on, be listed in a Bid proposal, or engage in the performance of any contract for public work, as defined in Labor Code Sections 1720 through 1861, unless currently registered and qualified to perform public work pursuant to Labor Code Section 1725.5. Consultant shall continue without interruption to stay registered and qualified to perform public work pursuant to Section 1725.5 for the duration of the term of this Agreement. This provision does not apply to construction, alteration, demolition, installation or repair work of $25,000 or less or to maintenance work of $15,000 or less.
9. Consultant acknowledges that 8 hours labor constitutes a legal day’s work. Consultant shall comply with and be bound by Labor Code Section 1810.
10. Consultant shall comply with and be bound by Labor Code Section 1813 concerning penalties for workers who work excess hours. Consultant shall, as a penalty to City, forfeit $25 for each worker employed in the performance of this Agreement by Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than 8 hours in any calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code Section 1815, work performed by Consultant’s employees in excess of 8 hours per day and 40 hours per week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than 1 ½ times the basic rate of pay.
11. The Project listed in the Agreement is subject to compliance monitoring and enforcement by the DIR.
12. Consultant shall be responsible for each and every one of its subcontractors’ compliance with Chapter 1, the DIR’s rules and regulations, and Labor Code Sections 1860 and 3700. Consultant shall include in the written contract between it and each subcontractor a copy of, and a requirement that each subcontractor shall comply with, those statutory provisions. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractors’ compliance, including without limitat ion, conducting a periodic review of the certified payroll records of each subcontractor, and upon becoming aware of the failure of the subcontractor to pay its workers the specified prevailing rate of wages, Consultant shall diligently take corrective action to halt or rectify any failure.
13. To the maximum extent, Consultant shall hold harmless, defend (with counsel approved by the C ity Attorney) and indemnify C ity, its legislative bodies, and its officials, officers, employees and agents from any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity (including Consultant , its subcontractors, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all attorneys’ fees and other relat ed costs. All duties of Consultant under this Section shall survive Agreement termination.
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ON-CALL PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF OXNARD AND RJM DESIGN GROUP, INC.
B
y This On -Call Professional Services Agreement (“Agreement”), the City of Oxnard (“City”) agrees to engage the Services of RJM Design Group, Inc. (“Consultant”), and Consultant agrees to perform the Services for City as herein described, for the compensation, during the term, and otherwise subject to the covenants and conditions herein set forth. City and Consultant may be individually referred to as “Party” or collectively as the “Parties.”
1. [INTENTIONALLY OMITTED].
2. SUM
MARY DESCRIPTION OF SERVICES.
Lands
cape Architectural Consultant shall provide landscape architectural design services, including but not limited to, the design of parkway and median landscapes, design of landscapes around public buildings, design of public parks, design for playgrounds including surfaces and playground equipment layout, conduct public engagement to communicate the project proposals to neighborhood council and residents, review and provide recommendations for landscape standards, feasibility/concept plan studies and recommendations; preliminary design reports; hiring and managing applicable subconsultants and engineering disciplines as required; preparation of construction plans, specifications and estimates (opinions of construction cost); research of utilities and other records; and such other services as may be required by the CITY.
The S
ervices to be performed pursuant to this agreement will be limited to the particular professional services that are identified in the Scope of Services, attached hereto as Exhibit A. Consultant has been prequalified to perform the particular services required by the City and the City shall issue Task Orders describing the particular project or services required by the City to the prequalified consultants and consultants shall submit a responsive proposal to the City’s Project Manager.
C
onsultant is not the exclusive provider of services to the City. The City does not guarantee a specified amount of work under this on-call agreement.
3. PA
RTIES.
City of Oxnard, a general law and municipal corporation of the State of California, located at 300 West Third Street, Oxnard California 93030.
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RJM Design Group, Inc., a corporation of the State of California, located at 31591 Camino Capistrano, San Juan Capistrano, CA 92675.
4. TERM OF AGREEMENT: From: October 8, 2025 To: October 7, 2028
A. Time is of the essence in this Agreement
B. The City shall have the option to exercise ( 2) consecutive (1) one- year term extensions, in accordance with the scope of work and terms and conditions of this Agreement. Any price negotiations, if allowed, shall be negotiated at the time of contract extension.
C. This Agreement shall not exceed a total of five (5) years (including the initial term and any options to extend). The City in its sole discretion may exercise the option terms upon sixty (60) days written notice to the Consultant (or any other time if the parties so agree) in accordance with Section 12 of this Agreement. The option term shall be commenced by an amendment to this agreement.
D. All Services required of Consultant under this Agreement shall be completed on or before the end of the term of the Agreement.
5. AGREEMENT AMOUNT NOT TO EXCEED: $ 750,000.00
1 6. AGREEMENT EXHIBITS. The following documents memorialized below are the only exhibits to this Agreement and are incorporated by reference as though fully set forth herein. In the event of a conflict between the Exhibits and this Agreement, the Agreement controls.
Exhibit A: Scope of Services and Task Order Template
Exhibit B: Schedule of Compensation
Exhibit C: Insurance Requirements: City Insurance Exhibit INS-A Exhibit D: Living Wage Policy
Exhibit E: Prevailing Wage Policy
7. DESIGNATED REPRESENTATIVES. The Designated Representatives listed below shall be authorized to act on behalf of the named Party, be responsible for negotiations and contractual matters, and coordinate with each other to perform the Services under this Agreement. Additionally, Consultant’s Services shall be performed or immediately supervised by the Consultant’s Representative:
1 This is not a guaranteed dollar amount. No services or work performed pursuant to a Task Order shall exceed the “Not to Exceed” Amount of the Contract or the agreed upon amount stated in the Task Order.
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City Designated Representative
Name: Petros Gazazyan
Title: Construction Project Manager
Phone: 805-509-9110
Email: [email protected]
Address: 305 West Third Street, East
Wing, Second Floor, Oxnard, CA 93030
Consultant Designated Representative
Name: Larry P. Ryan
Title: President
Phone: (949) 493-2600
Email: [email protected]
Address: 31591 Camino Capistrano, San
Juan Capistrano, CA 92675
8. CONTRACTUAL PREREQUSITIES. This Agreement must first be executed by the Consultant, after which the Agreement shall be approved as to form by the City Attorney, then executed by the Mayor, or an authorized person on behalf of the City , and if executed by the Mayor shall also be executed by the City Clerk.
A. Consultant is advised that any recommendation for Agreement award is not binding on City until the Agreement is fully executed and approved by the City.
B. All proof of a City tax certificate, insurance, and W-9 forms is required prior to execution of this Agreement.
C. Consultant shall not perform any work under this Agreement until a proof of insurance has been provided to the City as required under Section 24 of this Agreement.
9. CONSULTANT’S SERVICES.
A. Consultant shall perform only the type or category of s ervices as set forth in the “Scope of Services,” and pursuant to the information contained in the Task Orders issued pursuant to this agreement.
B. Task Orders may only be modified in writing by the City’s Project Manager or Designated Representative.
C. The Services issued pursuant to a Task Order shall be coordinated with the designated City Project Manager set forth in Exhibit A and are subject to the direction of the C ity M anager or Department Director. Consultant hereby designates as its Project Manager, the individual identified in Section 7 of this Agreement, as the person responsible for the Services who shall coordinate with City ’s Project Manager in executing the Scope of Services and Task Order(s) under this Agreement.
D. Under no circumstances shall the Consultant exceed the amount stated in the City’s Task Order or perform additional work or services that are not included in the Task Order
10. COMPENSATION. City shall pay Consultant for the Services performed pursuant to the terms of this Agreement and based on the hourly rates and fees set forth in the “Schedule of Compensation,” attached to and incorporated into this Agreement as
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“Exhibit B.” Consultant ’s compensation shall not to exceed amount stated in the Task Order. Under no circumstances shall the Consultant perform work in excess of the amount stated in the Task Order or the not to exceed amount listed in Section 5 of this Agreement. Once this Agreement is executed, the Schedule of Compensation may only be modified by written Amendment pursuant to Section 13 of this Agreement, and may be subject to approval by the City Council.
A. The maximum not to exceed amount for any individual Task Order issued pursuant to this Agreement shall be $100,000.00 per Task Order or $200,000, if the Task Order is associated with an identified and approved Capitol Improvement Project.
B. Annual Rate and Fees adjustments must be requested in writing and shall not exceed 3% and are subject to approval by the City. Annual adjustments shall apply to Task Orders issued after the adjustment is approved and not retroactively to in progress Task Orders.
11. PAYMENT and INVOICES. The City shall pay all undisputed portions of any applicable invoice within thirty (30) days after receipt of an invoice. In the event the C ity disputes one or more items in an invoice, the City shall, within thirty (30) days after receipt of such invoice, notify the Consultant of the item(s) being disputed and the reason(s) therefore.
The City may withhold payment for such disputed items until resolution of the dispute.
A. Payment Request. Consultant shall submit a payment request to CITY by the end of each calendar month listing the Services provided, costs of those Services, and total amount due for the month. Invoices may be emailed to:
[email protected].
B. C onsultant’s acceptance of final payment made pursuant to this Agreement shall constitute a release of C ity from all claims and liabilities for compensation to C onsultant 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 C onsultant 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 C onsultant and its employees, agents and subcontracted Consultants.
C. C onsultant shall provide C ity with a completed Request for Taxpayer Identification Number and Certification, as issued by the Internal Revenue Service. If any sales tax is due for the Services performed by Consultant or materials or products provided to C ity by Consultant, Consultant shall pay the sales tax. C ity shall not reimburse C onsultant for sales taxes paid by Consultant.
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D. Non-Appropriation of Funds. Payments to be made to Consultant by City for the Services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted and unencumbered appropriation of City. In the event City does not appropriate sufficient funds for payment of the Services beyond the current fiscal year, this Agreement shall cover payment for the Services only up to the conclusion of the last fiscal year in which City appropriated sufficient funds and shall automatically terminate at that fiscal year’s conclusion.
12. OPTION TO EXTEND AGREEMENT. When in the City’s best interest, this Agreement may only be extended, if the C ity, in its discretion , exercises an option term in accordance with Section 4 subparagraphs (B) and (C) of th is Agreement. The initial term, plus any option to extend shall not exceed a total of five (5) years. If no option to extend the Agreement appears in section 4(B), then this Agreement shall not be extended.
13. MODIFICATION OF AGREEMENT. This Agreement may be amended, modified, or otherwise altered, or its provisions waived, only upon mutual consent of the Parties by written amendment. The City may request that the Consultant perform Extra Services.
As used herein, "Extra Services" means any services, which are determined by the City to be necessary for the proper completion of the project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement or any Task Order issued under this Agreement. A written amendment signed by both Parties shall be required to authorize performance of and payment for Extra Services under this Agreement or Task Order.
14. TERMINATION OF AGREEMENT. City may terminate this Agreement at any time, with or without cause and without penalty, upon fifteen (15) calendar days’ prior written notice pursuant to Section 22 of this Agreement. Such termination shall be effective on the date specified in the notice, or if no date is specified, then fifteen (15) calendar days from the date of the notice. City shall be liable to Consultant only for work done by Consultant up to and including the date of termination of this Agreement unless the termination is for cause, in which event Consultant need be compensated only to the extent required by law. Consultant may terminate this Agreement at any time during the term of the Agreement by giving the City sixty (60) calendar days’ prior written notice.
15. [RESERVED].
16. INDEPENDENT CONTRACTOR. Consultant is and shall at all times remain, as to City, a wholly independent contractor. Neither C ity nor any of its employees or agents shall have control over the conduct of Consultant or any of its employees, except as stated in this Agreement. Consultant has and shall retain the right to exercise full control over the
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employment, direction, means of performance, location, compensation and discharge of all persons assisting Consultant. This Agreement shall not be interpreted to prevent or preclude Consultant from rendering any Services for Consultant’s own account or to any other person or entity as Consultant in its sole discretion shall determine; provided, however, that performing such Services shall not materially interfere with the Services the Consultant shall perform for the C ity. The C ity retains the right to provide general instructions to and observe the Consultant in the performance of all Services done on behalf of the City.
Consultant and its employees, subconsultants, and agents have no authority, express or implied, to act on behalf of City in any capacity, to incur any debt, obligation or liability on behalf of City, bind City in any manner, or otherwise act on behalf of City as an agent.
Consultant T and its employees are not employees of City. Consultant and its employees are not entitled to receive from C ity any of the benefits or rights afforded employees of City, including but not limited to reserve leave, sick leave, vacation leave, holiday leave, compensatory leave, Public Employees Retirement System benefits, and health, life, dental, long-term disability and workers’ compensation insurance benefits. Consultant shall not, at any time or in any manner, represent that it or any of its agents, subconsultants, or employees are in any manner agents, subconsultants, or employees of City.
17. LAWFUL PERFORMANCE. Consultant shall abide by all federal, state, and local laws and regulations as may be related to the performance of duties under this Agreement.
Consultant, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, licenses, and certificates that may be required in connection with the performance of Services under this Agreement.
18. SAFETY REQUIREMENTS. Consultant shall not perform any Services for the City when the Consultant is impaired by alcohol or a controlled substance. When there is reasonable cause to believe that any person has violated this provision, that person shall be immediately removed from the premises and be subject to any applicable civil and/or criminal penalties under the C ity’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 C ity reserves the right to issue restraining or cease and desist orders to Consultant when unsafe or harmful acts are observed or reported relative to the performance of the work under this Agreement. The acceptance of Consultant 's work by City shall not operate as a release of the Consultant from such standard of care and workmanship.
19. STANDARD OF PERFORMANCE; WARRANTY. C onsultant agrees to perform all Services required by this Agreement in a professional and competent manner, in accordance with the degree of skill and diligence which is normally employed by
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reputable professionals performing similar Services under similar conditions in the same or similar locality. Such Services shall also be performed in a manner which is reasonably satisfactory to C ity Project Manager, or designee (hereinafter the “Project Manager”), provided that discretion in determining what is satisfactory shall not alter the foregoing standard of care.
A. In accordance with the standard of care set forth in the first sentence of Section 19, the Consultant agrees that it:
(1) Has thoroughly reviewed and considered the services and work to be performed; and
(2) Has reviewed the issues regarding the Scope of Services and Task Orders to be provided; and
(3) Has carefully considered how the services and related work should be performed; and
(4) Fully understands the facilities, difficulties and restrictions associated with performance of the services required by this Agreement.
20. OWNERSHIP OF CONSULTANT’S WORK PRODUCT, CONFIDENTIALITY & DISCLOSURE, RECORDS & WARRANTY. C ity 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 C onsultant in performance of this Agreement and shall be entitled to immediate possession of the same upon completion of the work under this Agreement, or at any earlier or later time when the same may be requested by City.
A. Ownership of Documents. Every report, draft, work product, map, record, and other document reproduced, prepared, or caused to be prepared by the Consultant pursuant to or in connection with this Agreement shall be the exclusive property of the City.
B. Deliverables. C onsultant shall deliver to the C ity the studies, plans, specifications, or other documents as are identified in the Scope of Services or Task Order ; and Consultant shall, upon completion of all work or termination of this Agreement, submit to the C ity all information developed in the course of the Consultant 's services. Consultant shall, in such time and in such form as the C ity may require, furnish reports concerning the status of Services required under this Agreement. Consultant shall, upon request by C ity and upon completion or termination of this Agreement, deliver to the City all material furnished to Consultant by the City.
C. Records and Inspections. The C onsultant shall maintain full and accurate records, with respect to all Services and matters covered under this Agreement. Books and records pertaining to costs shall be kept and prepared in accordance with generally accepted accounting principles. The City shall have free access at all reasonable times to such records, both
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hard copy and electronic, and the right to examine and audit the same and to make transcripts therefrom, and to inspect all program data, documents, proceedings, and activities.
D. Confidentiality. Information that is exempt from disclosure to the public is confidential. This includes information relating to the past, present, or future affairs of the City or information belonging to a third party whose information is in th e C ity’s possession or control under obligations of confidentiality.
Consultant may be granted access to information that is exempt from disclosure to the public (Government Code Section 7920.505) and may contain “trade secrets” (see Government Code Section 7924.510(f)) when it is necessary for C onsultant to perform its obligations pursuant to this Agreement. If Consultant is granted such access to confidential information, Consultant shall not be considered to be a member of the public as that term is used in Government Code Section 7920.515.
E. Disclosure of Information. Consultant shall not disclose, publish, or authorize others to disclose or publish, design data, drawings, specifications, reports, or other information pertaining to the projects assigned to Consultant by the City or other information to which the Consultant has had access during the term of this Agreement without the prior written approval of the C ity’s Designated Representative during the term of this Agreement and for a period of two (2) years after the termination of this Agreement.
F. No Warranty. Other than an obligation upon the C ity to deal in good faith, the City makes no warranties and shall bear no liability or responsibility for errors or omissions in any Confidential Information disclosed under this Agreement or for any business decisions made by Consultant in reliance on any Confidential Information disclosed under this Agreement.
21. NOTICE OF BREACH AND OPPORTUNITY TO CURE. Neither Party will be in breach of this Agreement where the breach is capable of being cured, or until written notice of the breach is received from the non- breaching Party. The Party charged with breach will have fifteen (15) calendar days from the date of receiving such notice in which to cure the breach or otherwise respond. If the circumstances leading to the charge that the Agreement was breached have not been cured or explained to the satisfaction of the other Party within fifteen (15) days from the date on which the breaching Party received notice of breach, the non- breaching Party may terminate this Agreement. Notice shall be given in the manner set forth in section 22.
22. NOTICE. All notices given or required to be given pursuant to this Agreement shall be in writing and may be given by personal delivery or by first -class mail. Notice sent by mail shall be addressed to each Party’s Designated Representative as set forth above in Section 7. When addressed in accordance with this Section, such notice shall be deemed given upon deposit in the United States mail, postage prepaid. In all other
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instances, notices shall be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this Section.
23. INDEMNIFICATION, HOLD HARMLESS & DEFENSE. Exc ept as set forth in Subsection A of this Section 23, and to the fullest extent permitted by law, Consultant shall immediately defend, indemnify, and hold harmless the City, its officers, employees, representatives, and agents (the “City Indemnitees”), from and against those actions, suits, proceedings, claims, demands, losses, costs, and expenses, including legal costs and reasonable attorneys’ fees, for any personal injuries, deaths, or property damage, including property owned by the City (collectively “Claims”) which may arise out of Consultant's negligence or willful misconduct in the performance of the services described in this Agreement, unless such Claims are proven to be caused by the negligence or willful misconduct of the City Indemnitees.
A. The provisions of this Subsection apply only in the event that Consultant is a design professional within the meaning of California Civil Code section 2782.8 (“Design Professional”). The term Design Professional, as defined in said section, is limited to licensed architects, licensed landscape architects, registered professional engineers, professional land surveyors, and the business entities that offer such services in accordance with the applicable provisions of the California Business and Professions Code. (1) Notwithstanding the provisions of Section 23 above, to the extent that the services to be provided under this Agreement are those of a Design Professional, Consultant's duty to indemnify, hold harmless, and defend the City Indemnitees shall be limited to the extent that any Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, its officers, agents, employees or subconsultants in the performance of the services described in this Agreement. (2) In no event shall the costs of defense charged to Consultant exceed the Consultant’s proportionate percentage of fault, except as otherwise set forth in said Civil Code section 2782.8, the provisions of which are incorporated into this Agreement by this reference. Nothing in this Subsection b shall be construed to require Consultant to provide indemnification for Claims caused by the active negligence or willful misconduct of the City Indemnitees B. The City does not and shall not waive any rights that it may have against Consultant under this Section, because of the acceptance by the City, or the deposit with the City, of any insurance policy or certificate required pursuant to this Agreement. The hold harmless and indemnification provisions of this Section 23 shall apply regardless of whether said insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost, or expense described herein.
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C. The obligation to indemnify and defend, as set forth in this Section 23, is binding on the successors, assigns, or heirs of Consultant and shall survive the expiration or any early termination of this Agreement.
24. INSURANCE. C onsultant 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 C onsultant obtain and maintain such insurance coverages. Such insurance must be issued by a company satisfactory to the Risk Manager. C onsultant shall, before performance of any Services pursuant to this Agreement, file with the Risk Manager evidence of insurance coverage as specified in “Exhibit C”. Maintenance of insurance coverages by Consultant is a material element of this Agreement. C onsultant’s failure to maintain or renew insurance coverages or to provide renewal evidence shall be considered a material breach of this Agreement.
25. LIVING WAGE REQUIREMENTS. During the term of this Agreement, C onsultant understands and agrees that if Living Wages are applicable, subject to the 2002 Oxnard City Council Living Wage Policy, attached as “Exhibit D” to this Agreement, Consultant will pay and/or provide the wages and/or benefits required therein to all of its employees engaged in whole or in part in performing the Services provided for by this Agreement.
The Living Wage is updated on July 1 of each year, and the duty to pay the correct wage is the responsibility of the Consultant.
26. PREVAILING WAGE REQUIREMENTS. The payment of State prevailing wages as designated for Ventura County shall apply to public works projects. However, this section shall not apply to work performed on a public works project of twenty -five thousand dollars ($25,000) or less when the project is for construction, alteration, demolition, installation, or repair work; or to work performed on a public works project of fifteen thousand dollars ($15,000) or less when the project is for maintenance work. Prevailing wages are required to be paid to all workers, including subcontracted employees. For further information regarding Prevailing Wage Requirements please refer to Exhibit “ E” attached to this Agreement.
A. To determine if this Agreement is subject to compliance monitoring and enforcement, go to:
https://www.dir.ca.gov/Public-Works/PublicWorksSB854FAQ.html B. It is unlawful to split, or separate into small portions, work orders, projects, purchases, or public works projects for the purpose of evading these prevailing wage requirements.
C. In the event that there is a difference between the amount of wages to be paid under the City of Oxnard’s local Living Wage requirements and the requirements of this provision, the wage rate that is the higher of the two
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shall be applicable to this Agreement. The duty to pay the correct wage is the responsibility of the Consultant.
27. [RESERVED].
28. SUBCONTRACTING. If Consultant requires the assistance of a subcontractor to render any Services under this Agreement, C onsultant shall obtain prior written consent from the City before a subcontractor performs any service pursuant to this Agreement. All subcontractors shall be identified in the Scope of Work or Task Order attached to this Agreement as “Exhibit A”. Consultant is fully responsible for satisfactory completion of all its subcontractors’ work. All subcontractors shall be properly licensed and insured; and bonded, if applicable. Consultant shall be responsible for all liabilities regardless of nature, type, or cause, arising out of or resulting from or in connection with subcontractors performance pursuant to this Agreement or subcontractors failure to comply with any of its obligations in connection with this Agreement.
29. CONFLICT OF INTEREST. Consultant covenants that it does not have any interest, nor shall it acquire any interest, directly or indirectly, which would conflict in any manner with the performance of Consultant’s Services under this Agreement. Consultant further covenants that in the performance of Services under this Agreement, no officer, employee or agent of Consultant having such interest shall be employed by it. In the event the C ity determines that Consultant must disclose its financial interests by completing and filing a Fair Political Practices Commission Form 700, Statement of Economic Interests, Consultant shall file such Form 700 with the City Clerk’s Office pursuant to the written instructions provided by the City Clerk. Acquisition or maintenance of a conflicting interest by Consultant may result in termination of this Agreement by the City.
30. DISPUTES. Except as otherwise provided in these provisions, any dispute concerning a question of fact arising under this Agreement, shall be decided by the C ity’s Designated Representative, who shall reduce this decision to writing and mail a copy to the Consultant. The decision of the City’s Designated Representative shall be final and conclusive unless Consultant requests mediation within ten (10) calendar days. Pending final decision of a dispute, the Consultant shall proceed diligently with the performance of the Agreement and in accordance with the decision of the C ity’s Designated Representative.
31. DISPUTE RESOLUTION. Should an unresolved dispute arise out of this Agreement, any Party may request that it be submitted to mediation. The Parties shall meet in mediation within a reasonable time not to exceed forty-five (45) days of a request. The mediator shall be agreed to by the mediating Parties. In the absence of an Agreement on a mediator, the Parties shall each submit one name from mediators listed by the
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American Arbitration Association, the California State Board of Mediation and Conciliation, or other agr eed-upon service. The mediator shall be selected by a “blindfold” process. The cost of mediation shall be borne equally by both Parties. Neither Party shall be deemed the prevailing Party. No Party shall be permitted to file a legal action without first meeting in mediation and making a good faith attempt to reach a mediated settlement. The mediation process, once commenced by a meeting with the mediator, shall last until Agreement is reached by the Parties but not more than sixty (60) calendar days, unless the maximum time is extended in writing by both Parties.
32. ASSIGNMENT. This Agreement is for the professional Services of C onsultant. Any attempt by Consultant to assign the benefits or burdens of this Agreement without the prior written approval of City shall be prohibited and shall be null and void. Consultant 's Services pursuant to this Agreement shall be provided by the Consultant’s Designated Representative or directly under his/her supervision, and Consultant shall not assign another to supervise the Consultant 's performance of this Agreement without the prior written approval of City, by and through the City’s Designated Representative.
33. CARE OF WORK. Should C onsultant discover any latent or unknown conditions materially differing from those inherent in the Services or as represented by the C ity, Consultant shall immediately inform the C ity of such fact and shall not provide any Services, except at C onsultant’s risk, until written instructions are received from the Project Manager.
34. REPORTS. Upon request by the Project Manager or as otherwise required by this Agreement, including but not limited to, the Scope of Services or Task Orders set forth in Exhibit “A”, Consultant shall prepare and submit reports to the C ity concerning Consultant's performance of the Services required by this Agreement.
35. AUDIT. City shall have the option of inspecting, auditing and/or reproducing all records and other written materials used by C onsultant in preparing its billings to C ity as a condition precedent to any payment to Consultant, or for other purposes relating to the Agreement. Consultant will promptly furnish all documents requested by C ity.
Additionally, if this Agreement is in excess of $10,000, the State Auditor may examine and audit Consultant for a period of 3 years after final payment under the Agreement.
Regardless of whether a State audit is permitted, Consultant shall maintain and preserve all such records for a period of at least 3 years after final payment under the Agreement or until an audit has been completed and accepted by C ity, whichever occurs later.
Consultant shall maintain all such records in C ity or to promptly reimburse C ity for all reasonable costs incurred in conducting the audit at a location other than in C ity, including but not limited to expenses for personnel, salaries, private auditor, travel, lodging, meals and overhead. Consultant shall include a copy of this Section in all contracts with its subcontractors, and Consultant shall be responsible for immediately
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obtaining those records or other written material from its subcontractors upon a request by the State Auditor and/or City.
36. ADVERTISING AND PUBLICITY. Consultant shall not use the name of or refer to C ity directly or indirectly in any advertisement, news release, or professional or trade publication without prior written approval from the City Manager. This Section shall survive the termination of this Agreement.
37. NONDISCRIMINATORY EMPLOYMENT. Consultant shall not unlawfully discriminate against any individual based on race, color, religion or religious creed, national origin, ancestry, ethnic group identification, primary language, physical disability, mental disability, medical condition, genetic information, marital status, gender, gender identity, gender expression, sex, sexual orientation, age, immigration status, citizenship or military and veteran status. Consultant understands and agrees that it is bound by and will comply with all legal nondiscrimination mandates. For every subcontractor who will perform Services, Consultant shall be responsible for such subcontractor’s compliance with this Section.
38. COVENANTS AND CONDITIONS. Each term and each provision of this Agreement to be performed by Consultant shall be construed to be both a covenant and a condition.
39. WAIVER. C ity’s review or acceptance of, or payment for, work product prepared by Consultant under this Agreement will not be construed to operate as a waiver of any rights C ity may have under this Agreement or of any cause of action arising from Consultant’s performance. A waiver by C ity of any breach of any term, covenant, or condition contained in this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement, whether of the same or different character.
40. FORCE MAJEURE. Neither the C onsultant nor the C ity shall be responsible for any delay caused by any contingency beyond their control, including, but not limited to, war or insurrection, walkouts by the Party’s own employees, fires, natural calamities, riots, or demands or requirements of governmental agencies other than the City.
41. GOVERNING LAW. The terms of this Agreement shall be interpreted according to the laws of the State of California. Should litigation occur, venue shall be in the Superior Court of California, County of Ventura.
42. SEVERABILITY. If any portion of this Agreement is declared by a court of c ompetent 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,
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as so modified, such portion and the balance of this Agreement will continue in full force and effect and be enforceable.
43. INTEGRATED AGREEMENT. This Agreement and the attached exhibits referenced herein to this Agreement represent the entire understanding between the Parties. No verbal Agreement or implied covenant shall be held to vary the provisions of this Agreement. This Agreement shall bind and inure to the benefit of the Parties to this Agreement and any subsequent successors and assigns.
44. NO THIRD-PARTY BENEFICIARY. This Agreement shall not be construed to be an Agreement for the benefit of any third-party or parties, and no third party or parties shall have any claim or right of action under this Agreement.
45. AUTHORITY TO EXECUTE. Each Party hereto expressly warrants and represents that the signatories to this Agreement have the authority to execute this Agreement on behalf of its corporation, partnership, business entity, or governmental entity, and warrants and represents that the signatories have the authority to bind each Party to the performance of its obligations hereunder.
46. EXECUTION – COUNTERPARTS. This Agreement may be executed in any number of counterparts and each such duplicate counterpart shall constitute an original, but they shall not be effective nor enforceable unless and until it is executed with the handwritten signature or electronic signature of an authorized representative of each of the relevant Parties. No counterpart shall be deemed to be an original or presumed delivered unless and until the counterpart executed by the other Party to this Agreement is in the physical possession of the Party seeking enforcement thereof.
47. INCONSISTENT OR CONFLICTING TERMS. In the event of any contradictions or inconsistencies between any attached documents or exhibits incorporated by reference herein and the provisions of the Agreement itself, the terms of the Agreement shall control. Any exhibit that is attached and incorporated by reference shall be limited to the purposes for which it is attached, as specified in this Agreement. Any contractual terms or conditions contained in such exhibit imposing additional obligations on the City are not binding upon the City and City ’s Designated Representative unless specifically agreed to in writing, and initiated by City ’s Designated Representative, as to each additional contractual term or condition.
48. CAPTIONS AND HEADINGS. The captions and headings contained in this Agreement are provided for identification purposes only and shall not be interpreted to limit or define the content, scope, or intent of the provisions described under the respective caption or heading.
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49. ACKNOWLEDGEMENT. By signing below, C onsultant acknowledges that it has reviewed the C ity’s Professional Services Agreement terms and conditions and insurance requirements and that Consultant hereby agrees to full compliance.
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IN WITNESS WHEREOF, the Parties have entered into this Agreement effective on the date as written in Section 4 and upon signature of all Parties.
CIT
Y OF OXNARD RJM DESIGN GROUP, INC.
Da te Larry P. Ryan, President Date ☐Luis A. Mc Arthur, Mayor 2 ☐Jennifer Hiraoka, Purchasing Manager 3
Da te Zachary Mueting,
Secretary,4
ATTE
ST:
Lourdes A. López, City Clerk Date
(only if Mayor authorizes)
APPRO
VED AS TO FORM:
Stephen M. Fischer, Date
City Attorney (always required)
2 The City Council must authorize and the Mayor must execute any agreement over $220,000. 3 The Purchasing Agent may execute any authorized agreement up to $220,000. 4 The City requires the following for any contract:
● For a corporation, the signatures of the Board President, CEO or Vice President and of the Board Secretary, Assistant Secretary, CFO or Assistant Treasurer;
● For an LLC, the signatures of at least two managers of the LLC (company directors, not lower-level managers); or ● For a partnership, the signature of a partner. If the partnership is a limited partnership, the signer must be a general partner.
If the company has a different structure, or if the above-listed persons are not the appropriate signers, please submit to the City Attorney legally-binding documentation stating who can sign and bind your company.
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EXHIBIT A
PROFESSIONAL SERVICE AGREEMENT
(CITY of Oxnard and RJM Design Group, Inc.)
SCOPE OF SERVICES
PROJECT MANAGER:
Petros Gazazyan
[email protected]
805-509-9110
General Scope of Work:
The Landscape Architectural Consultant (Consultant) shall provide landscape architectural design services, including but not limited to, the design of parkway and median landscapes, design of landscapes around public buildings, design of public parks, design for playgrounds including surfaces and playground equipment layout, conduct public engagement to communicate the project proposals to neighborhood council and residents, review and provide recommendations for landscape standards, feasibility/concept plan studies and recommendations; preliminary design reports; hiring and managing applicable subconsultants and engineering disciplines as required; preparation of construction plans, specifications and estimates (opinions of construction cost); research of utilities and other records; and such other services as may be required by the CITY. Consultant shall provide services on projects as authorized and directed by CITY under a duly executed and approved Task Order. Consultant shall, in the performance of this Agreement, maintain close communications with the City Project Manager or his/her representative. No services shall be performed on any specific project until the CITY has issued a signed Task Order to Consultant for that particular project.
Work Tasks:
Upon request by CITY, Consultant will perform the following tasks for needed improvements to municipal infrastructure facilities, as applicable for individual projects:
1. The Consultant shall be a State of California Licensed Landscape Architect, experienced in public agency landscape and irrigation improvements and maintenance operations.
2. The Consultant shall provide on-call services to consult with City Staff to address a variety of technical issues including but not limited to field reviews, landscape evaluations, irrigation system evaluation, plant material quality reviews, budgeting, and conceptual design of potential solutions and costs
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3. The Consultant shall provide design services (Schematic Design, Design Development, and Construction Documents) for the preparation of plans, specifications, and estimates for landscape improvements, renovations, and Capital Improvement Projects including, but not limited to, landscaping, irrigation (including conversion of potable to recycled water irrigation), site amenities, public art, and landscape and water quality improvements for such facilities as parks, median islands, parkways, sports fields, open spaces, trails, habitat areas and related facilities.
4. The Consultant shall provide design services during construction, including periodic site visits, review of shop drawings, and preparing responses to contractor’s RFIs, provide drafting and computer -aided drafting support, perform record drawing, utility, or other searches, perform field investigations and design surveying, prepare record (“as built’) drawing, and attend project meetings as necessary.
5. The Consultant shall assist Staff with the review and improvement of the City Code requirements for landscaping and irrigation- related water conservation and water quality, the Landscape Maintenance Specifications, the Tree Maintenance Specifications, the Rodent Control Specifications, and other similar work efforts.
Projects under this Agreement may involve one or more of the following Municipal Infrastructure Improvements:
• Storm drainage collection systems including WQMP and Drainage Reports; • Post-construction stormwater mitigation systems;
• Arterial, collector, and local streets;
• Transportation system;
• Buildings and other types of facilities;
• Public Park improvements;
• Beach maintenance;
• Other undertakings to be determined.
Individual Project Task Order:
Upon request by CITY, Consultant shall submit for CITY review an individual pr oject proposal including all information required to complete a Task Order for the individual project.
Task Order proposal shall identify the specific tasks to be performed by the Consultant .
Tasks shall be listed in chronological order reflecting the entire scope of work as requested by the CITY, along with an estimated cost per task and a combined total Not-to-Exceed cost.
Proposals shall contain the names and titles of Consultant’s personnel assigned to perform the work and specifically identify the individual who will be the Project Manager.
Proposals shall contain a project schedule indicating the various tasks and estimated time required to complete each task. Consultant’s project schedule sha ll reflect all work to be performed by the Consultant from initial execution through completion.
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EXHIBIT B
PROFESSIONAL SERVICE AGREEMENT
(CITY of Oxnard and RJM Design Group, Inc.)
SCHEDULE OF COMPENSATION
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EXHIBIT C
PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and RJM Design Group, Inc.)
INSURANCE REQUIREMENTS
Prior to contract approval and beginning of services under this agreement, Consultant must procure, agree to maintain and supply evidence of insurance at the levels listed and in accordance with the other provisions listed in this document.
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EXHIBIT D
PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and RJM Design Group, Inc.)
LIVING WAGE POLICY
Pursuant to the Living Wage Policy adopted July 9, 2002 by the C ity Council and effective October 1, 2002, the C ity Manager and C ity Attorney are directed to include the following language in all standard C onsultant/Professional Services contracts that may be governed by the Living Wage Policy.
A. Consultant shall compensate any employee of Consultant who provides Services under this Agreement in accordance with the Living Wage Policy, attached hereto and incorporated herein by reference as the Living Wage Policy Exhibit. While this Agreement is in effect, Consultant shall pay such employee no less than $20.06 per hour for each hour that such employee provides Services under this Agreement. In addition, while this Agreement is in effect, Consultant shall provide to such employee no less than 96 hours of paid leave per calendar year.
B. Consultant agrees to post, at a location readily accessible to those employees providing Services to the City, a copy of the Living Wage Policy adopted by City Council on July 9, 2002 and effective October 1, 2002.
C. If Consultant fails to compensate such employee pursuant to the Living Wage Policy, the City Manager or designee shall terminate this Agreement on written notice to Consultant , effective immediately.
D. In addition, if Consultant fails to comply with the Living Wage Policy in any manner, Consultant shall pay to City a fine of $500 and shall pay to any employee providing Services under this Agreement a penalty of three times the amount or value of the compensation owed to such employee under the Living Wage Policy. Consultant shall pay such fine and penalty within fifteen (15) calendar days after the City Manager or designee provides written notice to Consultant of the amount owed.
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CITY OF OXNARD LIVING WAGE REQUIREMENTS
EFFECTIVE JULY 1, 2025
Consultant shall compensate any employee of Consultant who provides Services under this Agreement in accordance with the Living Wage Policy, attached hereto and incorporated herein by reference as Exhibit D. While this Agreement is in effect, Consultant shall pay such employee no less than $20.06 per hour for each hour that such employee provides Serv ices under this Agreement. This hourly rate shall be adjusted on July 1, 2026, and each July 1 t
hereafter, according to the percentage change in the Consumer Price Index, all items, prepared by the Bureau of Labor Statistics for the Los Angeles area relating to all urban consumers (CPI-U), index base 1982-84=100, comparing May of the previous year to May of the current year. In addition, while this Agreement is in effect, Consultant shall provide to such employee no less than 96 hours of paid leave per calendar year. a. Cons
ultant 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 Cons
ultant fails to compensate such employee pursuant to the Living Wage Policy, the City Manager or designee shall terminate this Agreement on written notice to Consultant , effective immediately.
c. In addi
tion, if C onsultant fails to comply with the Living Wage Policy in any manner, Consultant shall pay to City a fine of $500 and shall pay to any employee providing Services under this Agreement a penalty of three times the amount or value of the compensation owed to such employee under the Living Wage Policy. Consultant shall pay such fine and penalty within fifteen (15) calendar days after the City Manager or designee provides written notice to Consultant of the amount owed.
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EXHIBIT E
PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and RJM Design Group, Inc.)
PREVAILING WAGE
1. Consultant acknowledges that the Project defined in the Agreement between Consultant and C ity is a “public work” as defined in Division 2, Part 7, Chapter 1 of the California Labor Code (“Chapter 1”), and that this Agreement is subject to Chapter 1 and the rules and regulations established by the Director of Industrial Relations (“DIR”) implementing such statutes. Consultant shall perform the Project as a public work. Consultant shall comply with and be bound by all the terms, rules and regulations described in Chapter 1 and the DIR’s rules and regulations as though set forth in full herein.
2. P ursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on request. Consultant acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Consultant shall post such rates at each job site covered by this Agreement.
3. Consultant is required to post job site notices, as prescribed by regulation. See Labor Code Section 1771.4(a)(2).
4. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. Consultant shall, as a penalty to C ity, forfeit not more than $200 for each calendar day or portion thereof for each worker paid less than the DIR’s determined prevailing rates for the work or craft in which the worker is employed pursuant to this Agreement by Consultant or any subcontractor. The Labor Commissioner shall determine the amount of the penalty as described in Section 1775.
5. Consultant shall comply with Labor Code Section 1776, which requires Consultant and each subcontractor to (1) keep accurate payroll records and verify such records in writing under penalty of perjury, (2) certify and make such payroll records available for inspection, and (3) inform City of the location of the records.
6. Consultant shall comply with L abor Code Sections 1777.5, 1777.6 and 1777.7 and California Administrative Code Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects for all apprenticeable occupations. Before commencing work under this Agreement, Consultant shall provide C ity with a copy of the information submitted to any applicable apprenticeship program. Within 60 days after concluding the Project, Consultant and each of its subcontractors shall submit to C ity a verified statement of the journeyman and apprentice hours performed under this Agreement.
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7. Consultant may not be debarred or suspended throughout the Agreement Term pursuant to Labor Code Section 1777.1 or 1777.7. If he, she or it becomes debarred or suspended in the Agreement Term, Consultant must immediately notify City.
8. Consultant is not qualified to bid on, be listed in a Bid proposal, or engage in the performance of any contract for public work, as defined in Labor Code Sections 1720 through 1861, unless currently registered and qualified to perform public work pursuant to Labor Code Section 1725.5. Consultant shall continue without interruption to stay registered and qualified to perform public work pursuant to Section 1725.5 for the duration of the term of this Agreement. This provision does not apply to construction, alteration, demolition, installation or repair work of $25,000 or less or to maintenance work of $15,000 or less.
9. Consultant acknowledges that 8 hours labor constitutes a legal day’s work. Consultant shall comply with and be bound by Labor Code Section 1810.
10. Consultant shall comply with and be bound by Labor Code Section 1813 concerning penalties for workers who work excess hours. Consultant shall, as a penalty to City, forfeit $25 for each worker employed in the performance of this Agreement by Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than 8 hours in any calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code Section 1815, work performed by Consultant’s employees in excess of 8 hours per day and 40 hours per week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than 1 ½ times the basic rate of pay.
11. The Project listed in the Agreement is subject to compliance monitoring and enforcement by the DIR.
12. Consultant shall be responsible for each and every one of its subcontractors’ compliance with Chapter 1, the DIR’s rules and regulations, and Labor Code Sections 1860 and 3700. Consultant shall include in the written contract between it and each subcontractor a copy of, and a requirement that each subcontractor shall comply with, those statutory provisions. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractors’ compliance, including without limitation, conducting a periodic review of the certified payroll records of each subcontractor, and upon becoming aware of the failure of the subcontractor to pay its workers the specified prevailing rate of wages, Consultant shall diligently take corrective action to halt or rectify any failure.
13. To the maximum extent, Consultant shall hold harmless, defend (with counsel approved by the C ity Attorney) and indemnify C ity, its legislative bodies, and its officials, officers, employees and agents from any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity (including Consultant , its subcontractors, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all attorneys’ fees and other relat ed costs. All duties of Consultant under this Section shall survive Agreement termination.
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Public Works and Transportation Committee
September 9, 2025
Morgan Kessler, PE
City Engineer
Multiple Agreements for On-Call Landscape
Architect Services
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RECOMMENDATION 2
That the Public Works and Transportation Committee recommend that the City Council approve and authorize the Mayor to execute the following Agreements, each with an initial term of three years from October 8, 2025, to October 7, 2028, with an option for two consecutive one-year period extensions ending October 7, 2030, for on-call Professional Landscape Architect Services:
1. Agreement 32600006 with David Volz Design Landscape Architects, Inc. DBA David Volz Design for a total amount not to exceed $750,000;
2. Agreement 32600007 with IDS Group, Inc. for a total amount not to exceed $750,000;
3. Agreement 32600008 with Pacific Coast Land Design, Inc. for a total amount not to exceed $750,000; and
4. Agreement 32600009 with RJM Design Group, Inc. for a total amount not to exceed $750,000.
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BACKGROUND 3
• The Public Works Department (PW) utilizes professional consulting firms to provide licensed, technical expertise in various disciplines that support the Capital Improvement Program (CIP).
• Utilization of these specialized contractors is necessary to provide services that supplement the skills, experience, and sometimes peak workload times of City staff.
• It is in the City’s interest to have a pool of these professional service contractors available on-call so that work can proceed in fairly short order.
• On-call professional service agreements reduce the amount of time to procure service contractors, and facilitate the timely completion of CIP and other projects.
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BACKGROUND 4
• These specialized services include but are not limited to; • General landscape architectural design services
• Landscape & parks design
• Coordinating public outreach events
• Preparing project budget estimates
• Producing reports, renderings, studies, masterplans,
conceptual designs, drawings and specifications
• Permitting requirements
• Utility coordination and design services
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DISCUSSION
• The Purchasing Department released Request for
Proposals (RFP) 25-106 for On-Call Landscape Architect
Services.
• Released March 24, 2025
• Due date April 15, 2025
• RFP 25-106 was directly sent to three potential vendors and published on www.PublicPurchase.com as well as the
City’s Purchasing website.
• The City received 14 proposals from qualified vendors 5 251
• The qualifications were reviewed by:
• Engineering Division (Division Manager),
• Senior Construction Project Manager,
• Construction Project Manager
• David Volz Design Landscape Architect, Inc., IDS Group, Pacific Coast Land Design, Inc., and RJM Design Group, Inc. are recommended for selection based on the following
scoring criteria:
• Company profile
• Assigned staff
• Relevant experience
• Overall responsiveness
DISCUSSION 6
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FINANCIAL IMPACT
• Total cost for each agreement shall not exceed $750,000 during the five-year term if all extension options are
exercised.
• Funding will be per identified in the CIP, or by Division Adopted Budget.
• The respective Division/Project Manager will ensure
sufficient funding is available for each task.
• Subsequent fiscal year allocations will be requested during the annual budget process.
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End of Presentation
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PUBLIC WORKS AND TRANSPORTATION COMMITTEE
AGENDA REPORT
REPORTS
AGENDA ITEM NO. D.3
DATE: September 9, 2025
TO: Public Works and Transportation Committee
FROM: Michael Wolfe, Public Works Director, (805) 385-8055, [email protected]
SUBJECT: FY 2025-26 Harbour Island Homeowners Association Donation to Waterways Maintenance Assessment District Zone 2 - Harbour Island (Agreement A-8597) and Budget Adjustment. (10 minutes)
RECOMMENDATION
That the Public Works and Transportation Committee recommend the City Council, acting as the legislative body of the Waterways Maintenance Assessment District, approve and authorize:
1. Acceptance of a $17,400 donation from the Harbour Island Homeowners Association (HOA) to support landscape maintenance and on-call services within the Harbour Island linear park; and
2. Approval of Agreement A-8597, entered by and between the City of Oxnard and the Harbour Island Homeowners Association for the donation; and
3. Approval of associated budget appropriations within Waterways Maintenance Assessment District Zone 2 – Harbour Island Fund (120-40203801) to recognize the full amount of the donation revenue and to authorize expenditures up to the full amount of available funding consistent with the specific purposes outlined in the Agreement.
Please click the following link to view the required Measure M pre-recorded presentation video:
https://youtu.be/7ki6L2HeNnE
BACKGROUND
The Waterways Maintenance Assessment District (WAD) was formed on June 16, 1970, by the Oxnard City Council through Resolution No. 5121, pursuant to the Improvement Act of 1911 (Streets and Highways Code § 5820 et seq.). The District was established to finance, in perpetuity, capital improvements, maintenance, and operational expenses related to public infrastructure including landscaping, sidewalks, streets, water, flood control, drainage systems, and vector control. In practice, the District’s responsibilities have focused on maintaining public waterways, bulkheads, parking areas, and landscaped spaces within the Mandalay Bay neighborhood. In October 1987, the City annexed additional parcels from Mandalay Bay Phase IV, now known as “Harbour Island”, into the District through Resolution No. 6830. As part of this annexation, the City established two assessment zones: Zone 1 for the original Mandalay Bay area and Zone 2 for Harbour Island.
Similar to Zone 1, Zone 2 is also authorized to provide a wide range of services, including maintenance of waterways, bulkheads, landscape areas, asphalt, curbs, irrigation systems, and water quality monitoring.
In 1996, the passage of Proposition 218 by California voters introduced limits on assessment amounts, thereby only allowing assessment increases by a majority vote of the property owners. Since Prop 218 took effect, the 255
annual assessment for WAD Zone 2 has remained capped at $47,949, with no mechanism for inflationary adjustment. For almost three decades, inflation has steadily increased and eroded the purchasing power of these funds. To provide the same effective amount of revenue would now require the assessment to be approximately $98,123 in 2025 dollars. However, due to the restrictions imposed by Prop 218, the assessment continues to be limited to $47,949 without regard for increases in costs of services.. This has resulted in a significant reduction in the District’s ability to sustain service levels. Recent revenues from the annual assessments have generally been insufficient to cover the costs of major repairs, enhancements, or routine upkeep of other authorized improvements.
DISCUSSION:
Special Districts staff has met with the Harbour Island HOA on multiple occasions to address the recurring budget shortfalls in Waterways Maintenance District Zone 2, which continue to be impacted by Proposition 218’s cap on annual assessments. The HOA has provided financial contributions on several occasions in recent years to help maintain service levels in the absence of additional assessment revenue. In FY 2020-21, the HOA donated $4,853 to WAD Zone 2 to fund water quality remediation efforts in the channel. The HOA also donated $15,446 to WAD Zone 2 in FY 2023-24 to fully fund contracted landscape services in Harbour Island for the year, as well as additional maintenance needs, including irrigation repairs, plant material replacement, and mulching.
For FY 2025-26, the HOA has proposed a donation of $17,400 to WAD Zone 2. California Government Code section §37354 authorizes municipalities to accept donations for public purposes, and the Donation Agreement specifies that these funds are to be used exclusively for landscape maintenance and improvements within the Harbour Island linear park. Through discussion with the community during the FY 2025-26 budget process, staff anticipated a donation from the HOA to supplement services within their district. Staff subsequently included projected revenue and expense amounts to reflect the HOA donation. However, the exact donation amount was not provided by the Harbour Island HOA until after the FY 2025-26 budget had been adopted.
Therefore, budget adjustments to both revenues and expenses are necessary in order to align the budgeted revenues with the donation total, as well as the budgeted expenses to allow for the increased expenditures that will be enabled by these funds.
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
During the creation of the FY 2025-26 Harbour Island Zone 2 budget, Special Districts staff met with members of the community to determine their total donation amount. When the FY 2025-26 budget was adopted, the HOA donation amount had not been agreed upon. Therefore, a placeholder in the amount of $15,452 was included in the budget by staff in anticipation of this donation and expenses were budgeted slightly lower to provide for a margin of error. However, the actual donation amount from the HOA is $17,400 and budget adjustments are needed to both the revenues, to account for the actual donation amount, and the expenses, to reflect the actual total available funding, for Harbour Island Zone 2.
Acceptance of this donation will have no impact on the General Fund. The $17,400 donation will be recognized in revenue account 40203801-47300 (Donations and Contributions). The additional expenses will be incurred in 40203801-53200 (Professional Services) for Waterways Maintenance District Zone 2 – Harbour Island.
Adjustments to the listed line-items are outlined in the tables below. 256
WAD Zone 2 Revenue:
Account FY 2025-26 Adopted Budget FY 2025-26 Revised Budget (if approved) Adjustment
40203801-47300
(Donations and
Contributions)
$15,452 $17,400 $1,948
WAD Zone 2 Expenditures:
Account FY 2025-26 Adopted Budget FY 2025-26 Revised Budget (if approved) Adjustment
40203801-53200
(Professional Services) $42,700 $45,018 $2,318
Prepared by: Steve Howlett, Assistant Public Works Director, Anthony Miller, Special Districts Manager
ATTACHMENTS
1. Harbour Island HOA Donation Agreement A-8597
2. City of Oxnard Special Districts Map
3. City of Oxnard Special Districts List
4. Presentation
257
258
259
260
261
262
FY 2025-26 Harbour Island Homeowners
Association Donation to Waterways
Maintenance Assessment District Zone 2 -
Harbour Island (Agreement A-8597)
Public Works & Transportation Committee
September 9, 2025
Patrick Fleming
Special Districts Administrative Project Manager
263
The Public Works and Transportation Committee recommend the City Council, acting as the legislative body of the Waterway Maintenance Assessment District, approve and authorize:
1. Acceptance of a $17,400 donation from the Harbour Island Homeowners Association (HOA) to support landscape maintenance and on-call services within the Harbour Island linear park; and
2. Approval of Agreement A-8597, entered by and between the City of Oxnard and the Harbour Island Homeowners Association for the donation; and
3. Approval of associated budget appropriations within Waterways Maintenance Assessment District Zone 2 – Harbour Island Fund (120- 40203801) to recognize the full amount of the donation revenue and to authorize expenditures up to the full amount of available funding consistent with the specific purposes outlined in the Agreement.
RECOMMENDATION 2
264
3MAP OF SPECIAL DISTRICTS IN THE CITY OF OXNARD
More information can
be found at:
https://www.oxnard.gov
/public-works/special-
districts
265
MAP OF WATERWAYS MAINTENANCE DISTRICT 4
Harbour Island
(Zone 2)
Mandalay Bay
(Zone 1)
266
• The Waterways Maintenance Assessment District (WAD)
was formed in 1970.
• Harbour Island was annexed into the District in 1987, creating Zone 2.
• Authorized responsibilities include maintaining asphalt, curbs, shrubs, lawns, trees, flowers, irrigation systems, water meters, and water quality monitoring.
BACKGROUND 5
267
• In 1996, Proposition 218 was passed, limiting the District’s ability to increase annual assessments without property owner approval.
• Since then, WAD Zone 2 revenues have remained capped
at $47,949, despite increased costs to provide services • equivalent to approximately $98,123 today
• Limited revenues have constrained the District’s ability to fund essential repairs and services.
BACKGROUND 6
268
• Special Districts Staff have engaged the Harbour Island HOA regarding the budget shortfalls.
• In FY 2020-21, the HOA donated $4,853 to the WAD for
water quality remediation services.
• In FY 2023-24, the HOA donated $15,446 to fully fund
landscape maintenance services and supplemental work
such as irrigation repairs and mulching.
DISCUSSION 7
269
• For FY 2025-26, the HOA has proposed a donation of
$17,400.
• The Donation Agreement specifies that these funds are to be used exclusively for landscape maintenance and
improvements within the Harbour Island linear park.
• Government Code section 37354 allows a private entity to make a donation to a municipality for a specific purpose.
DISCUSSION 8
270
Acceptance of this donation will have no impact on the
General Fund.
WAD Zone 2 Revenue:
WAD Zone 2 Expenditures:
FINANCIAL IMPACT 9
Account FY 2025-26
Adopted Budget
FY 2025-26
Revised Budget
(if approved)
Adjustment
40203801-47300
(Donations and Contributions) $15,452 $17,400 $1,948
Account FY 2025-26
Adopted Budget
FY 2025-26 Revised
Budget
(if approved)
Adjustment
40203801-53200
(Professional Services) $42,700 $45,018 $2,318
271
QUESTIONS
272
PUBLIC WORKS AND TRANSPORTATION COMMITTEE
AGENDA REPORT
REPORTS
AGENDA ITEM NO. D.4
DATE: September 9, 2025
TO: Public Works and Transportation Committee
FROM: Michael Wolfe, Public Works Director, (805) 385-8055, [email protected]
SUBJECT: Purchase Orders with Gibbs International, Inc. and The Charles Machine Works, Inc. for Heavy Equipment for the Public Works Water Division. (10 minutes)
RECOMMENDATION
The Public Works and Transportation Committee recommends that the City Council approve and authorize the Purchasing Agent to execute two purchase orders for the following:
1. Gibbs International Inc. for a not-to-exceed value up to $300,000.00 for the purchase of a 2026 HV607 SBA International Truck, 10-Ton Dump Truck (dump truck); and
2. The Charles Machine Works, Inc. for a not-to-exceed value up to $700,000.00 for the purchase of a 2025 Kenworth T480 with a Ditch Witch Hydro Vacuum Truck/Excavator W8 Standard Package (vacuum truck).
Please click the following link to view the required Measure M pre-recorded presentation video:
https://youtu.be/hxlwGtM7c0M
BACKGROUND
The Water Division's Distribution Team, which is one of six groups in the Water Division, is responsible for delivering high-quality potable water and overseeing approximately 600 miles of underground transmission and distribution pipelines. The Distribution Team’s duties consist of scheduled maintenance and emergency repairs, including:
• Customer turn-ons & shut-offs
• Repairs of water service leaks, main breaks, and other related emergencies • Hydrant maintenance
• Above and below-ground valve turning/exercising
• Maintaining air-vacs, blow-offs, and other water infrastructure appurtenances
Heavy equipment and trucks are essential to efficiently complete repairs and replace water infrastructure during regular preventative maintenance and during emergency work.
Dump truck - the Water Division currently owns and operates a 2009 International 4300V 2-Axle Dump Truck (equipment no. 09404), which requires replacement as it has accumulated high mileage and has exceeded its life expectancy, resulting in increased maintenance costs and heightened safety risks. Additionally, vehicle 273
09404 has an inadequate hauling capacity to accommodate the existing trailer and equipment when loaded.
Lastly, vehicle 09404 was manufactured to an older emissions standard and is non-compliant with the current California Air Resources Board (CARB) air emissions standards.
Vacuum truck - in 2023, the Water Division decommissioned a 2007 Pacific Tech Vacuum Trailer (equipment no. 07405) fitted with a vacuum and an 800-gallon debris tank because it was heavily corroded with unrepairable rust holes.
The California Air Resources Board (CARB) regulates emissions on these vehicles. On April 28, 2023, CARB adopted and mandated the Advanced Clean Fleet (ACF) regulation. The ACF regulation is the latest development in CARB’s decades-long history of setting increasingly stringent emission standards for medium and heavy-duty vehicles. The ACF regulation applies to vehicles with a gross vehicle weight rating greater than 8,500 lbs (“Target Vehicle”) and mandates the implementation of zero emission Vehicles (ZEV), which are composed of Electric Vehicles, Battery Electric Vehicle, or Hydrogen Fuel-Cell Electric Vehicle.
On December 19, 2023 City Council approved “Option 2” for Advanced Clean Fleets regulation compliance.
Option 2: local government fleets may choose ZEV Milestones Option. Fleets may elect to meet ZEV targets as a percentage of the total fleet, starting with vehicle types that are most suitable for electrification. This option allows the addition of new internal combustion engine vehicles model year 2024 or newer as long as the fleet is meeting the target percentage.
In order to meet the State-required ZEV standards, the Water Division shall replace a previously identified portion of its aging fleet with three electric vehicles, offsetting the purchase of the dump truck. The class 8 vacuum truck is exempt from the State’s Advanced Clean Fleet (CARB) program and can be purchased without having to apply for an exemption.
DISCUSSION
The Water Division is requesting approval to purchase:
• 2026 10-wheel, 3-axle dump truck (replacing equipment no. 09404) • 2025 Kenworth T480 with a Ditch Witch Hydro Vacuum Truck/Excavator W8 Standard Package (replacing equipment no. 07405)
DUMP TRUCK:
The new 10-ton dump truck will help staff address current load limitations (for trailer hauling of equipment) and safely transport heavy equipment, tools, and materials to and from job sites.
Staff identified Sourcewell cooperative agreement # 032824NVS with Gibbs International LLC. (Gibbs) Utilizing a cooperative purchasing method, such as Sourcewell, allows the City to “piggyback” on the agreement and obtain the dump truck at a discounted price. Sourcewell is a cooperative purchasing program that unites the buying power of government, education, and nonprofit organizations. By utilizing hundreds of competitively solicited and awarded contracts, Sourcewell simplifies the public procurement process and ensures the efficient use of taxpayer dollars. Thousands of public entities are enrolled as participating agencies in this program. Furthermore, Gibbs is a leading provider of this equipment and is recognized throughout Southern California for its innovative design and integrated safety features. The 2026 10-ton dump truck from Gibbs International, Inc. is estimated at $240,155.28.
VACUUM TRUCK:
274
The hydro vacuum excavator is a single piece of equipment that allows staff to investigate, excavate, and address leaks more efficiently. Additionally, the new equipment will aid staff with pressure washing, potholing, and site cleanup, protecting existing utilities and ensuring compliance with National Pollutant Discharge Elimination requirements. Currently, when addressing a service line leak, staff must bring out an excavator, trailer, and dump truck to expose the pipe and dispose of material, a process that can require multiple 4- operator crews. The hydro vacuum excavator includes connections for pneumatic tools and a means to excavate from outside of the trench, requiring fewer operators to address a leak with less hand-digging and without damaging existing infrastructure, reducing the length of time customers are without service. The Water Division previously rented similar equipment; however equipment was unreliable and had to be regularly returned in exchange for another or wait for repairs if another unit was not available
During the extensive research process for the vacuum excavator, Staff reviewed various equipment from the following manufacturers: Ditch Witch, TruVac Flexx, and Vermeer. Ditch Witch was considered the best fit for the needs of the Water Division. The Ditch Witch is compact, has a lower height, a four-foot longer boom reach, improved navigation for tight areas thus reducing the impact on public vehicles and pedestrians. It features a higher capacity pump and wider hose diameter for excavation efficiency. Additional safety features include a stationary ladder and retractable safety rails, ensuring operator safety and minimizing risk during operations. The truck also offers a centralized tank and tool configuration on the curbside, enhancing storage and workflow.
The City, under the current Purchasing Policy, participates in the cooperative procurement program “Sourcewell.” Under this program, the City is a Sourcewell Member and can benefit from discounts on underground utility and landscape grounds equipment under the Ditch Witch manufacturer contract 110421- CMW. Ditch Witch is a global manufacturer of underground construction equipment that assigns authorized resellers by territory, and The Charles Machine Works, Inc. is its reseller. The 2025 Kenworth T480 with a Ditch Witch Hydro Vacuum Truck/Excavator W8 Standard Package equipped with an 800-gallon tank vacuum trailer is estimated at $632,995.10.
GENERAL INFO:
Staff recommends a not-to-exceed (NTE) purchase order amount of $300,000 for the 10-ton dump truck and a NTE of $700,000 for the vacuum truck, as this will allow for enough purchasing latitude to account for possible price increases due to uncertainties such as potential tariffs and regulatory changes.
The vehicles selected are pre-packaged units as developed and sold by the manufacturer that include items already standardized together. Staff did not add any upfitting or extra items to the orders.
The estimated delivery for the 10-wheel dump truck is five to six months from the time the purchase order is executed. The estimated delivery for the vacuum excavator is two to six months from the time the purchase order is executed.
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 for the Gibbs International Inc. will be a not-to-exceed value up to $300,000.00 for the purchase of a 2026 HV607 SBA International Truck, 10-Ton Dump Truck (dump truck); and the total for The Charles 275
Machine Works, Inc., will have a not-to-exceed value up to $700,000.00 for the purchase of a 2025 Kenworth T480 with a Ditch Witch Hydro Vacuum Truck/Excavator W8 Standard Package (vacuum truck). Funding for these purchases has been programmed in the Fiscal Year 2025-26 Adopted Budget from the Water Operating Fund (601).
Account 6013603-56040
Vendor Name Estimated Quote Not to Exceed Amount Available Budget Gibbs International Inc $240,155.28 $300,000.00
The Charles Machine Works, Inc $632,995.10 $700,000.00
$1,000,000
The warranty period for this 10-wheeler’s Cummins engine is two years/250,000 miles, the Allison transmission is covered for 3 years/unlimited miles, and the 10-yard dump body has a one-year parts and labor warranty. The vacuum unit has a standard warranty period of 1 year/unlimited miles on the chassis, two years/250,000 miles on the Cummins engine (6,250 hours), and five years/100,000 miles on the emissions.
Prepared by: Timothy Beaman, Assistant Public Works Director, Chris Peyton, Water Division Manager
ATTACHMENTS
1. Quote: 10 Wheeler
2. Quote: Vacuum Excavator
3. Sourcewell Cooperative Agreement # 032824-NVS
4. Sourcewell Contract 110421-CMW
5. Presentation
276
Salesperson:John Limoli Ph: 805-485-0551
Fx: 805-988-1846
Date: 5/12/2025 Order #271753
Name:
Email :
Address:
CITY: Oxnard ST/ZIP CA 93030
Seller # PHONE:(805) 761-6344FAX:
Year New/UsedMake Model Body Type Price
2026 New Intl HV 607 C/C $146,688.75
2025 New Enoven BeauRoc Dump $72,972.50
DBH
15-4248-HL
Doc Fee $85.00
$219,746.25
9.250% $20,326.53
Sourcewell Discount - $47,850.79 County
4. CA Tire Tax ($1.75 each) 10 $17.50
5. Vehicle Price Including Tax $240,090.28
$0.00
$0.00
$240,090.28
BODY TYPE
TRADE ALLOW 9. Optional Svc Contract
AMOUNT OWING a. (DMV) Est. Cert. of Title$65.00Exempt Plates NET TRADE ALLOW b. Origination fee
STOCK #
Total Other Charges $65.00
Unpaid Balance (Amount Financed) $240,155.28
This order is subject to the written acceptance of Finance Charges Gibbs Truck Centers to which it is Total Amount Due $240,155.28 addressed. Total Sale Amount $240,155.28
Note: If vehicle is Used, The Vehicle is sold "AS IS"
Salesman:John Limoli WITH NO WARRANTY unless otherwise endorsed by Seller. [email protected] PURCHASER ACKNOWLEDGES RECEIPT OF AN EXACT Date: 5/12/2025 COPY OF THIS ORDER.
Office: 805-485-0551 Ext. 127
Cell : 805-701-5755 Purchaser:__________________ Date:5/12/2025 City Of Oxnard Water Department
City Of Oxnard Water Department
LIABILITY INSURANCE COVERAGE FOR BODILY INJURY AND PROPERTY DAMAGE CAUSED TO OTHERS IS NOT INCLUDED
8. Unpaid Balance
successive month commencing *___________________20_____, and as follows:_________________________________________ *If no date is inserted in blank, the first installment is payable one month from date of agreement. and _________installments of $____________each, and ______ installments of $__________each, payable on the same day each $0.00
City Of Oxnard Water Department
Payment Schedule: Purchase agrees to pay "TOTAL OF PAYMENTS" (item 9 above) in _____ installments of $___________each
7. Trade Allow
SERIAL #
FOB City Of Oxnard , CA
[email protected]
Eliptical 15 ' Dump Body Hardox 450
1. Cash Price =
Sourcewell Discount - $ 8,250.82
NJPA/Sourcewell Award # 032824-NVS
Chassis MSRP Price $194539.54
GIBBS INTERNATIONAL INC
TBD
2. Sales Tax
MODEL
SERIAL #
3. Federal Excise Tax (FET)
$56,101.61
Total Down/Deposit =
251 S. Hayes St.
GIBBS TRUCK CENTERS
2201 E VENTURA BLVD OXNARD CA 93036
RETAIL ORDER FOR NEW AND USED
MOTOR VEHICLES AND ATTACHMENTS
04508
I hereby order from you, subject to all terms, conditions and agreements contained here.
Pricing For Truck Chassis and Dump Body Valid Thru July 25 2025
6. Down Payment/Deposit
Dump Body MSRP Price $81,223.32
YEAR
TRADE-IN
Total Sourcewell Discount To City of Oxnard:
MAKE
277
Prepared For: Presented By:
Gibbs Stock Unit
Gibbs Customer
2201 E Ventura Blvd.
Oxnard, CA 93036-7902
(805)485 - 0551
Reference ID: 271750
GIBBS INTL INC
John Limoli
2201 E. VENTURA BLVD.
OXNARD CA 93031 -
(805)485-0551
Thank you for the opportunity to provide you with the following quotation on a new International truck. I am sure the following detailed specification will meet your operational requirements, and I look forward to serving your business needs.
Model Profile
2026 HV607 SBA (HV607)
AXLE CONFIG: 6X4
APPLICATION: Water Truck
MISSION: Requested GVWR: 58000. Calc. GVWR: 58000. Calc. GCWR: 80000 Calc. Start / Grade Ability: 21.95% / 2.45% @ 55 MPH
Calc. Geared Speed: 67.4 MPH
DIMENSION: Wheelbase: 199.00, CA: 131.90, Axle to Frame: 63.00 ENGINE, DIESEL: {Cummins L9 370} EPA 2024, 370HP @ 2100 RPM, 1250 lb-ft Torque @ 1200 RPM, 2100 RPM Governed Speed, 370 Peak HP (Max)
TRANSMISSION, AUTOMATIC: {Allison 3000 RDS} 6th Generation Controls, Close Ratio, 6-Speed with Double Overdrive, with PTO Provision, Less Retarder, Includes Oil Level Sensor, with 80,000-lb GVW and GCW Max, On/Off Highway
CLUTCH: Omit Item (Clutch & Control)
AXLE, FRONT NON-DRIVING: {Meritor MFS-18-133A} Wide Track, I-Beam Type, 18,000-lb Capacity AXLE, REAR, TANDEM: {Meritor MT-40-14X-4DCR} Single Reduction, 40,000-lb Capacity, .433"(11mm) Wall Housing Thickness, Driver Controlled Locking Differential in Forward-Rear and Rear-Rear Axle, R Wheel Ends Gear Ratio: 5.86
CAB: Conventional, Day Cab
TIRE, FRONT: (2) 315/80R22.5 Load Range L HAU 3 WT (CONTINENTAL), 480 rev/mile, 68 MPH, All-Position TIRE, REAR: (8) 11R22.5 Load Range G HDR2+ (CONTINENTAL), 491 rev/mile, 75 MPH, Drive SUSPENSION, REAR, AIR, TANDEM: {Hendrickson HAS-402-55} 40,000-lb Capacity, 55" Axle Spacing, 9.5" Ride Height, with Shock Absorbers, Mounted Inboard
PAINT: Cab schematic 100WL
Location 1: 9219, Winter White (Std)
Chassis schematic N/A
May 12, 2025
1 Proposal: 9495-01
278
Description F/R Wt Tot Wt
(lbs) (lbs)
Base Chassis, Model HV607 SBA with 199.00 Wheelbase, 131.90 CA, and 63.00 Axle to Frame. 6136/3644 9780 TOW HOOK, FRONT (2) Frame Mounted 8/0 8
AXLE CONFIGURATION 6x4 171/96 267
Notes
: Pricing may change if axle configuration is changed.
FRAME RAILS Heat Treated Alloy Steel (120,000 PSI Yield); 10.866" x 3.622" x 0.437" (276.0mm x 92.0mm x 11.1mm); 456.0" (11582mm) Maximum OAL
213/404 617
LICENSE PLATE HOLDER Single Plate, Swing Type, Mounted Below Front Bumper 3/0 3 BUMPER, FRONT Swept Back, Steel, Heavy Duty 0/0 0
FRAME DIMPLE Dimple on Left and Right Top Flange of Frame Rail to Reference Rear Axle Centerline 0/0 0 WHEELBASE RANGE 169" (430cm) Through and Including 219" (555cm) 172/-172 0 AXLE, FRONT NON-DRIVING {Meritor MFS-18-133A} Wide Track, I-Beam Type, 18,000-lb Capacity 186/0 186 SUSPENSION, FRONT, SPRING Multileaf, Shackle Type, 18,000-lb Capacity, Less Shock Absorbers 189/0 189 BRAKE SYSTEM, AIR Dual System for Straight Truck Applications 0/0 0 Includes
: BRAKE LINES Color and Size Coded Nylon
: DRAIN VALVE Twist-Type
: GAUGE, AIR PRESSURE (2) Air 1 and Air 2 Gauges; Located in Instrument Cluster : PARKING BRAKE CONTROL Yellow Knob, Located on Instrument Panel : PARKING BRAKE VALVE For Truck
: QUICK RELEASE VALVE On Rear Axle for Spring Brake Release: 1 for 4x2, 2 for 6x4 : SPRING BRAKE MODULATOR VALVE R-7 for 4x2, SR-7 with relay valve for 6x4/8x6 DRAIN VALVE {Berg} with Pull Chain, for Air Tank 0/0 0
AIR BRAKE ABS {Bendix AntiLock Brake System} 4-Channel (4 Sensor/4 Modulator) Full Vehicle Wheel Control System
0/0 0
AIR DRYER {Bendix AD-9} with Heater 19/9 28
BRAKE CHAMBERS, REAR AXLE {Bendix EverSure} 30/30 SqIn Spring Brake 0/14 14 BRAKE CHAMBERS, FRONT AXLE {Bendix} 24 SqIn 4/0 4
BRAKE, PARKING Manual Push-Pull Pneumatic Parking Brake 1/0 1 SLACK ADJUSTERS, FRONT {Haldex} Automatic 14/0 14
SLACK ADJUSTERS, REAR {Haldex} Automatic 0/32 32
AIR COMPRESSOR {Cummins} 18.7 CFM 0/0 0
AIR DRYER LOCATION Mounted Inside Left Rail, Back of Cab 14/7 21 DUST SHIELDS, FRONT BRAKE for Air Cam Brakes 10/0 10
DUST SHIELDS, REAR BRAKE for Air Cam Brakes 0/20 20
AIR TANK LOCATION (2) : One Mounted Under Each Rail, Front of Rear Suspension, Parallel to Rail -28/47 19 BRAKES, REAR {Meritor 16.5X7 Q-PLUS CAST} Air S-Cam Type, Cast Spider, Fabricated Shoe, Double Anchor Pin, Size 16.5" X 7", 23,000-lb Capacity per Axle 0/104 104
Vehicle Specifications May 12, 2025
2026 HV607 SBA (HV607)
2 Proposal: 9495-01
279
Description F/R Wt Tot Wt
(lbs) (lbs)
BRAKES, FRONT {Meritor 16.5X6 Q-PLUS CAST} Air S-Cam Type, Cast Spider, Fabricated Shoe, Double Anchor Pin, Size 16.5" X 6", 23,000-lb Capacity
33/0 33
PARK BRAKE CHAMBERS,ADDITIONAL (2) Spring Brake Type 0/60 60 STEERING COLUMN Tilting 14/1 15
STEERING WHEEL 4-Spoke; 18" Dia., Black 0/0 0
STEERING GEAR (2) {Sheppard M100/M80} Dual Power 102/-6 96 DRIVELINE SYSTEM {Dana Spicer} SPL170, for 4x2/6x2 7/31 38 AFTERTREATMENT COVER Steel, Black 11/2 13
EXHAUST SYSTEM Horizontal Aftertreatment System, Frame Mounted Right Side Under Cab, for Single Vertical Tail Pipe, Frame Mounted Right Side Back of Cab 140/37 177
ENGINE EXHAUST BRAKE for Cummins ISB/B6.7/ISL/L9 Engine with Variable Vane Turbo Charger 0/0 0 TAIL PIPE (1) Turnback Type 7/3 10
EXHAUST HEIGHT 10' 18/10 28
MUFFLER/TAIL PIPE GUARD (1) Aluminum 10/6 16
ELECTRICAL SYSTEM 12-Volt, Standard Equipment 0/0 0
Includes
: DATA LINK CONNECTOR For Vehicle Programming and Diagnostics In Cab : HAZARD SWITCH Push On/Push Off, Located on Instrument Panel to Right of Steering Wheel : HEADLIGHT DIMMER SWITCH Integral with Turn Signal Lever : PARKING LIGHT Integral with Front Turn Signal and Rear Tail Light : STARTER SWITCH Electric, Key Operated
: STOP, TURN, TAIL & B/U LIGHTS Dual, Rear, Combination with Reflector : TURN SIGNAL SWITCH Self-Cancelling for Trucks, Manual Cancelling for Tractors, with Lane Change Feature
: WINDSHIELD WIPER SWITCH 2-Speed with Wash and Intermittent Feature (5 Pre-Set Delays), Integral with Turn Signal Lever
: WINDSHIELD WIPERS Single Motor, Electric, Cowl Mounted : WIRING, CHASSIS Color Coded and Continuously Numbered BEACON LIGHT WIRING for (2) Customer Installed Beacons, Includes 2-Way Switch 0/0 0 ALTERNATOR {Leece-Neville AVI160P2013} Brush Type, 12 Volt, 160 Amp Capacity, Pad Mount, with Remote Sense
0/0 0
BODY BUILDER WIRING Back of Day Cab at Left Frame or Under Sleeper, Extended or Crew Cab at Left Frame; Includes Sealed Connectors for Tail/Amber Turn/Marker/ Backup/Accessory Power/Ground and Sealed Connector for Stop/Turn
2/0 2
BATTERY SYSTEM {Fleetrite} Maintenance-Free, (3) 12-Volt 1980CCA Total, Top Threaded Stud 30/23 53 SPEAKERS (2) 6.5" Dual Cone Mounted in Doors 0/0 0
RADIO, STEERING WHEEL CONTROLS Mounted in Steering Wheel, Radio Function Control Switch, Includes Volume Up/Down, Mute, Forward/Back and Bluetooth Answer/Disconnect 9/1 10
ANTENNA Shark Fin, Roof Mounted 1/0 1
RADIO AM/FM/WB/Clock/USB Input/Auxiliary Input 3/0 3
BACK-UP ALARM Electric, 102 dBA 0/3 3
HORN, ELECTRIC Disc Style 0/0 0
Vehicle Specifications May 12, 2025
2026 HV607 SBA (HV607)
3 Proposal: 9495-01
280
Description F/R Wt Tot Wt
(lbs) (lbs)
BEACON MOUNTING BRACKET Cab Provision Includes Roof Brackets for Customer Lights and Bracket Mounting
0/0 0
CLEARANCE/MARKER LIGHTS (5) {Truck Lite} Amber LED Lights, Flush Mounted on Cab or Sunshade 0/0 0 HEADLIGHTS ON W/WIPERS Headlights Will Automatically Turn On if Windshield Wipers are Turned On 0/0 0 INDICATOR, LOW COOLANT LEVEL with Audible Alarm 0/0 0
HEADLIGHT WARNING BUZZER Sounds When Head Light Switch is on and Ignition Switch is in "Off" Position 0/0 0 STARTING MOTOR {Mitsubishi Electric Automotive America 105P} 12-Volt, with Soft-Start 10/0 10 CIRCUIT BREAKERS Manual-Reset (Main Panel) SAE Type III with Trip Indicators, Replaces All Fuses 0/0 0 BATTERY BOX Steel, with Aluminum Cover, 14" Wide, 2-3 Battery Capacity, Mounted Left Side Under Cab -12/6 -6 TURN SIGNALS, FRONT Includes LED Side Turn Lights Mounted on Fender 0/0 0 HORN, AIR Single Trumpet, Black, with Lanyard Pull Cord 3/0 3 FOG LIGHTS (2) Clear Lens, LED, Rectangular, with White Light Source 3/0 3 HEADLIGHTS Halogen 0/0 0
LOGOS EXTERIOR Model Badges 0/0 0
LOGOS EXTERIOR, ENGINE Badges 0/0 0
GRILLE Stationary, Chrome 0/0 0
BUG SCREEN Mounted Behind Grille 5/0 5
FRONT END Tilting, Fiberglass, with Three Piece Construction, for WorkStar/HV 0/0 0 PAINT SCHEMATIC, PT-1 Single Color, Design 100 0/0 0
Includes
: PAINT SCHEMATIC ID LETTERS "WL"
PAINT TYPE Base Coat/Clear Coat, 1-2 Tone 0/0 0
COMMUNICATIONS MODULE Telematics Device with Over the Air Programming; Includes Five Year Data Plan and International 360
1/0 1
VEHICLE REGISTRATION IDENTITY ID for the State of California 0/0 0 CLUTCH Omit Item (Clutch & Control) 0/0 0
ANTI-FREEZE Red, Extended Life Coolant; To -40 Degrees F/ -40 Degrees C, Freeze Protection 0/0 0 ENGINE, DIESEL {Cummins L9 370} EPA 2024, 370HP @ 2100 RPM, 1250 lb-ft Torque @ 1200 RPM, 2100 RPM Governed Speed, 370 Peak HP (Max)
582/-18 564
FAN DRIVE {Horton Drivemaster} Two-Speed Type, Direct Drive, with Residual Torque Device for Disengaged Fan Speed
0/0 0
Includes
: FAN Nylon
RADIATOR Aluminum, Cross Flow, Front to Back System, 1228 SqIn, with 1167 SqIn Charge Air Cooler, Includes In-Tank Oil Cooler
22/-4 18
Includes
: DEAERATION SYSTEM with Surge Tank
: HOSE CLAMPS, RADIATOR HOSES Gates Shrink Band Type; Thermoplastic Coolant Hose Clamps : RADIATOR HOSES Premium, Rubber
Vehicle Specifications May 12, 2025
2026 HV607 SBA (HV607)
4 Proposal: 9495-01
281
Description F/R Wt Tot Wt
(lbs) (lbs)
AIR CLEANER Dual Element 4/0 4
EMISSION, CALENDAR YEAR {Cummins L9} EPA, OBD and GHG Certified for Calendar Year 2025 0/0 0 THROTTLE, HAND CONTROL Engine Speed Control; Electronic, Stationary, Variable Speed; Mounted on Steering Wheel
0/0 0
EPA IDLE COMPLIANCE Low NOx Idle Engine, Complies with EPA Clean Air Regulations; Includes "Certified Clean Idle" Decal on Door
0/0 0
CARB IDLE COMPLIANCE Low NOx Idle Engine, Complies with California Clean Air Regulations; Includes "Certified Clean Idle" Decal located on Driver Door
0/0 0
CARB EMISSION WARR COMPLIANCE for Cummins L9 Engines 0/0 0 ENGINE CONTROL, REMOTE MOUNTED Provision for; Includes Wiring for Body Builder Installation of PTO Controls and Starter Lockout, with Ignition Switch Control, for Cummins B6.7 and L9 Engines 0/0 0
TRANSMISSION, AUTOMATIC {Allison 3000 RDS} 6th Generation Controls, Close Ratio, 6-Speed with Double Overdrive, with PTO Provision, Less Retarder, Includes Oil Level Sensor, with 80,000-lb GVW and GCW Max, On/Off Highway
226/57 283
TRANSMISSION SHIFT CONTROL Column Mounted Stalk Shifter, Not for Use with Allison 1000 & 2000 Series Transmission
1/0 1
TRANSMISSION OIL Synthetic; 29 thru 42 Pints 0/0 0
ALLISON SPARE INPUT/OUTPUT for Rugged Duty Series (RDS) and Regional Haul Series (RHS), General Purpose Trucks, Construction, Package Number 223
0/0 0
NEUTRAL AT STOP Allison Transmission Shifts to Neutral When Service Brake is Depressed and Vehicle is at Stop; Remains in Neutral Until Service Brake is Released 0/0 0
SHIFT CONTROL PARAMETERS {Allison} 3000 or 4000 Series Transmissions, Performance Programming 0/0 0 PTO CONTROL, DASH MOUNTED For Customer Provided PTO; Includes Switch, Electric/Air Solenoid, Piping and Wiring
3/0 3
PTO LOCATION Customer Intends to Install PTO at Left Side of Transmission 0/0 0 AXLE, REAR, TANDEM {Meritor MT-40-14X-4DCR} Single Reduction, 40,000-lb Capacity, .433"(11mm) Wall Housing Thickness, Driver Controlled Locking Differential in Forward-Rear and Rear-Rear Axle, R Wheel Ends . Gear Ratio: 5.86
0/2127 2127
SUSPENSION, REAR, AIR, TANDEM {Hendrickson HAS-402-55} 40,000-lb Capacity, 55" Axle Spacing, 9.5" Ride Height, with Shock Absorbers, Mounted Inboard
0/725 725
FUEL/WATER SEPARATOR {Racor 400 Series} with Primer Pump, Includes Water-in-Fuel Sensor, Mounted on Engine
0/0 0
FUEL TANK Top Draw, Non-Polished Aluminum, 24" Dia, 50 US Gal (189L), Mounted Left Side, Under Cab 31/3 34 DEF TANK 5 US Gal (19L) Capacity, Frame Mounted Outside Left Rail, Under Cab 1/16 17 CAB Conventional, Day Cab 0/0 0
AIR CONDITIONER with Integral Heater and Defroster 0/0 0 GAUGE CLUSTER Base Level; English with English Electronic Speedometer 0/0 0 Includes
: GAUGE CLUSTER DISPLAY: Base Level (3" Monochromatic Display), Premium Level (5" LCD Color Display); Odometer, Voltmeter, Diagnostic Messages, Gear Indicator, Trip Odometer, Total Engine Hours, Trip Hours, MPG, Distance to Empty/Refill for
Vehicle Specifications May 12, 2025
2026 HV607 SBA (HV607)
5 Proposal: 9495-01
282
Description F/R Wt Tot Wt
(lbs) (lbs)
: GAUGE CLUSTER Speedometer, Tachometer, Engine Coolant Temp, Fuel Gauge, DEF Gauge, Oil Pressure Gauge, Primary and Secondary Air Pressure
: WARNING SYSTEM Low Fuel, Low DEF, Low Oil Pressure, High Engine Coolant Temp, Low Battery Voltage (Visual and Audible), Low Air Pressure (Primary and Secondary) IP CLUSTER DISPLAY On Board Diagnostics Display of Fault Codes in Gauge Cluster 0/0 0 SEAT, DRIVER {National 2000 195} Air Suspension, High Back with Integral Headrest, Vinyl, Isolator, 8" Adjuster, 1 Chamber Lumbar, 2 Position Front Cushion Adjust, 6-23 Degree Angle Back Adjust 0/0 0
SEAT, PASSENGER {National} Non Suspension, High Back, Fixed Back, Integral Headrest, Vinyl 16/7 23 MIRRORS (2) Aero Pedestal, Power Adjust, Heated, Black Heads and Arms, 6.5" x 14" Flat Glass, Includes
6.5" x 6" Convex Mirrors, for 102" Load Width
0/0 0
Notes
: Mirror Dimensions are Rounded to the Nearest 0.5"
CAB INTERIOR TRIM Classic, for Day Cab 0/0 0
Includes
: CONSOLE, OVERHEAD Molded Plastic with Dual Storage Pockets, Retainer Nets and CB Radio Pocket; Located Above Driver and Passenger
: DOME LIGHT, CAB Door Activated and Push On-Off at Light Lens, Timed Theater Dimming, Integral to Overhead Console, Center Mounted
: SUN VISOR (2) Padded Vinyl; 2 Moveable (Front-to-Side) Primary Visors, Driver Side with Toll Ticket Strap MONITOR, TIRE PRESSURE Omit -10/-1 -11
WINDOW, POWER (2) and Power Door Locks, Left and Right Doors, Includes Express Down Feature 0/0 0 FRESH AIR FILTER Attached to Air Intake Cover on Cowl Tray in Front of Windshield Under Hood 0/0 0 CAB REAR SUSPENSION Air Bag Type 0/0 0
INSTRUMENT PANEL Flat Panel 0/0 0
ACCESS, CAB Steel, Driver & Passenger Sides, Two Steps per Door, for use with Day Cab and Extended Cab
0/0 0
WHEELS, FRONT {Accuride 41730} DISC; 22.5x9.00 Rims, Standard Polish Aluminum, 10-Stud, 285.75mm BC, Hub-Piloted, Flanged Nut, with Steel Hubs
-28/0 -28
WHEELS, REAR {Accuride 43644} DUAL DISC; 22.5x8.25 Rims, Standard Polish Aluminum, 10-Stud, 285.75mm BC, Hub-Piloted, Flanged Nut, with Steel Hubs
0/-272 -272
WHEEL, REAR, IDENTITY Replace Inner Aluminum Wheels on Rear Duals with the Equivalent Steel Wheels - For Use with Hub Piloted Wheels Only
0/118 118
(8) TIRE, REAR 11R22.5 Load Range G HDR2+ (CONTINENTAL), 491 rev/mile, 75 MPH, Drive 0/40 40 (2) TIRE, FRONT 315/80R22.5 Load Range L HAU 3 WT (CONTINENTAL), 480 rev/mile, 68 MPH, All-Position 62/0 62 Services Section:
WARRANTY Standard for HV507/HV509, HV50B, HV607/HV609 Models, Effective with Vehicles Built July 1, 2017 or Later, CTS-2025A
0/0 0
CARB COMPANION PLAN for CARB B6.7 and L9 Engines 0/0 0
Total Component Weight: 8419/7180 15599
(lbs) (lbs)
(lbs) (lbs)
Vehicle Specifications May 12, 2025
2026 HV607 SBA (HV607)
6 Proposal: 9495-01
283
Description F/R Wt Tot Wt
(lbs) (lbs)
Raw Materials Surcharge 0/0 0
Total Goods Purchased: 0/0 0
The weight calculations included in this proposal are an estimate of future vehicle weight. The actual weight as manufactured may be different from the estimated weight. Navistar, Inc. shall not be liable for any consequences resulting from any differences between the estimated weight of a vehicle and the actual weight.
Vehicle Specifications May 12, 2025
2026 HV607 SBA (HV607)
7 Proposal: 9495-01
284
(US DOLLAR)
Description Price
Net Sales Price: $146,688.75
Please feel free to contact me regarding these specifications should your interests or needs change. I am confident you will be pleased with the quality and service of an International vehicle.
Approved by Seller: Accepted by Purchaser:
Official Title and Date Firm or Business Name
Authorized Signature Authorized Signature and Date
This proposal is not binding upon the seller without
Seller's Authorized Signature
Official Title and Date
The TOPS FET calculation is an estimate for reference purposes only. The seller or retailer is responsible for calculating and reporting/paying appropriate FET to the IRS.
The limited warranties applicable to the vehicles described herein are Navistar, Inc.'s standard printed warranties which are incorporated herein by reference and to which you have been provided a copy and hereby agree to their terms and conditions.
Financial Summary May 12, 2025
2026 HV607 SBA (HV607)
8 Proposal: 9495-01
285
DitchWitch
CORPORATE ACCOUNTS
The Charles Machine Works, Inc.
Ditch Witch Division
1959 West Fir Avenue
P.O.Box 66
Perry, OK 73077
Phone No : 1-800-654-6481
Fax No : 580 336 0617
Email : [email protected]
Sold-to Party Address
CITY OF OXNARD
MEMBER# 25781
300 W. 3RD ST.
OXNARD CA 93030-5738
Quotation
Information
Quotation No. 20219920
Document Date 05/08/2025
Customer No. 514169
Dealership DITCH WITCH WEST (FOWLER, CA)
FOWLER
PO
Created by Jon McLarty
Dig Tubes Composite
Truck Rims Black
Options Cone Holder
Options LED Lights
Confidentiality Notice:
This quote may contain confidential information. The information is intended only for the individual or entity named. If you are not the intended recipient, please immediately notify us at 1-800-654-6481 to arrange for return of the document.
Global Account Price Quote
Quote Valid until : 07/25/2025
TAXES ARE AN ESTIMATE AT TIME OF QUOTATION-ACTUAL TAX WILL BE CALCULATED AT TIME OF INVOICING. IF TAXES ARE
QUOTED AND THIS IS A TAX EXEMPT TRANSACTION, PLEASE PROVIDE TAX EXEMPT CERTIFICATE OR LEASING DETAILS WITH YOUR PURCHASE ORDER.
FOR MODEL SPECIFICATIONS OR OTHER INFORMATION, VISIT OUR WEBSITE AT WWW.DITCHWITCH.COM
Quotation Details
Qty Material Description Unit Price Discount Amount
SOURCEWELL CONTRACT
110421-CMW
‘k'k'kie'k'k'k'k'k'kic'kit'k'kieie'k'k'ie'k'k'k'k'k
1EA \N8 - \N8 367,110.00 5% 348,754.50 With the following configuration:
Truck Vac Package W8 Standard Package
Debris Tank 8 Yards
Water Tank 800 Gallons
BoomPowered Sin Hoses
Wireless System Yes
Truck Air System None
Winter Kit No
Blower 3800
Dig Tubes Composite
286
DitchWitch
CORPORATE ACCOUNTS
The Charles Machine Works, Inc.
Ditch Witch Division
1959 West Fir Avenue
P.O.Box 66
Perry, OK 73077
Phone No : 1-800-654-6481
Fax No : 580 336 0617
Sold-to Party Address
CITY OF OXNARD
MEMBER# 25781
300 W. 3RD ST.
OXNARD CA 93030-5738
Quotation
Information
Quotation No. 20219920
Document Date 05/08/2025
Customer No. 514169
Dealership DITCH WITCH WEST (FOWLER, CA)
FOWLER
PO
Created by Jon McLarty
Options Backup Camera
Options Auxiliary Hydraulic
Options Hydro Lance
1EA 56,296.05
1EA 165,000.00
Total Amount
Confidentiality Notice:
This quote may contain confidential information. The information is intended only for the individual or entity named. If you are not the intended recipient, please immediately notify us at 1-800-654-6481 to arrange for return of the document.
Corporate Account Price
Total Freight
Total Tax
W8 8 YD TANK - DEBRIS & WATER TANK 59,259.00 5%
Global Account Price Quote
Quote Valid until : 07/25/2025
TAXES ARE AN ESTIMATE AT TIME OF QUOTATION-ACTUAL TAX WILL BE CALCULATED AT TIME OF INVOICING. IF TAXES ARE
QUOTED AND THIS IS A TAX EXEMPT TRANSACTION, PLEASE PROVIDE TAX EXEMPT CERTIFICATE OR LEASING DETAILS WITH YOUR PURCHASE ORDER.
FOR MODEL SPECIFICATIONS OR OTHER INFORMATION, VISIT OUR WEBSITE AT WWW.DITCHWITCH.COM
Quotation Details
Qty Material Description Unit Price Discount Amount
500-10257 - KENWORTH, 66K, 192CT 173,684.21 5% 570,050.5
9,350.00
53,594.55
$ 632,995.10
287
VACUUM SYSTEM 3,800 CFM vac system makes sure you
have the flow and suction needed to remove massive amounts of material.
REAL-TIME WEIGHT Onboard scale allows you to easily
monitor your total truck weight in real-time. The machine will even turn off suction when weight has been hit, ensuring you don’t get too heavy.
EASIER OFFLOADING Tiltable debris tank and fully opening door combine for an easy offloading process that requires less manual labor.
FRESH WATER TANK CAPACITY 800-gallon water
tank ensures you have the water needed for long days of excavation.
DEBRIS TANK CAPACITY 8 cubic yard debris tank
packs the capacity needed to spend more time working and less time offloading.
WATER SYSTEM Single-reel 18.5 GPM water system will
keep you working at a productive rate.
W8 HYDROVAC
WARLOCK SERIES
FEATURES & BENEFITS
288
WATER SYSTEM
Water pump flow, max 18.5 gpm
Water pump pressure, xax 2,800 psi
Freshwater, dual tanks 400 gal each
ADDITIONAL FEATURES
Boom reach 26 ft
Boom rotation 340 °
Boiler Dynablast 420K BTU
Heated cabinets
Optional Van Air System™ 200 cfm @ 150 100 cfm @ 100 psi (high) psi (low) Specifications are general and subject to change without notice. If exact measurements are required, equipment should be weighed and measured. Due to selected options, delivered equipment may not necessarily match that shown. *Stability claim based on lab test of competitive equipment.
DIMENSIONS U.S.
Length 31 ft 2 in
Width 8 ft 6 in
Height 10 ft 9 in
Dry weight, estimated 36,400 lbs
GVWR 66,000 lbs
POWER
Engine Paccar ® PX-9
Fuel Diesel
Manufacturer's gross power rating 370 hp
Transmission Allison ® 3000RDS 6 Speed Automatic
Emissions compliance EPA Tier 4
VACUUM SYSTEM
Air flow 3,800 cfm
Vacuum, max 27 in Hg
Vacuum tank capacity 8 yd3
Tank outlet valve size 8 in
Filter type Cyclonic
Suction hose 8 in
Tank tilt angle 36°
W8
HYDRO VACUUM
EXCAVATOR
©2024 The Charles Machine Works, Inc.
289
KENWORTH
MHC KENWORTH - OKLAHOMA CITY (0999)
7200 W. 1-40 SERVICE RD
OKLAHOMA CITY, Oklahoma 73128
CHARLES MACHINE WORKS INC
РO BOX 66
PERRY, Oklahoma 73077
United States of America
Seth Locke
Cell Phone:
Office Phone: 918-446-5521
Email: [email protected]
Vehicle Summary
Chris Thompson
Unit Chassis
Model:
Type:
Description 1:
Description 2:
T480 Series Conventional
FULL TRUCK
T480 W8 Part
Fr Axle Load (lbs):
Rr Axle Load (Ibs):
G.C.W. (lbs):
20000
46000
66000
Application
Intended Serv.: Construction: Vehicles used in the
Road Conditions:
Class A (Highway) 85
cons
Commodity: Excavated earth
Body
Class B (Hwy/Mtn)
Class C (Off-Hwy)
Class D (Off-Road)
10 5
이
Type:
Length (ft):
Height (ft):
Max Laden Weight
(lbs):
Vacuum tank Maximum Grade: 6
20 Wheelbase (in): 261
13 4000
Overhang (in):
Fr Axle to BOC (in):
75 69.5
191.5
266.5
376
Trailer
Cab to Axle (in):
Cab to EOF (in):
No. of Trailer Axles:
Type:
Length (ft):
Height (ft):
Kingpin Inset (in):
Corner Radius (in):
이 Overall Comb. Length (in):
0 Special Req.
0 U.S. Domestic registry, 50-state.
0 이
Restrictions
Length (ft):
Width (in):
Height (ft):
75 102
13.5 Approved by: Date:
Note: All sales are F.O.B. designated plant of manufacture.
Price Level: January 1, 2023
Deal T480 W8 Part
Printed On: 6/21/2023 1:55:41 PM
Date: June 21, 2023
Quote Number QUO-956457-GOG6J6
290
291
292
293
294
295
296
032824-NVS
Rev. 3/2022 1
Solicitation Number: RFP #032824
CONTRACT
This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and Navistar, Inc., 2701 Navistar Drive, Lisle, IL 60532 (Supplier).
Sourcewell is a State of Minnesota local government unit and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. Participation is open to eligible federal, state/province, and municipal governmental entities, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada.
Sourcewell issued a public solicitation for Class 4-8 Chassis and Cabs with Related Equipment, Accessories, and Services from which Supplier was awarded a contract.
Supplier desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and the entities that access Sourcewell’s cooperative purchasing contracts (Participating Entities).
1. TERM OF CONTRACT
A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below.
EXPIRATION DATE AND EXTENSION. This Contract expires July 9, 2028, unless it is cancelled sooner pursuant to Article 22. This Contract allows up to three additional one-year extensions upon the request of Sourcewell and written agreement by Supplier. Sourcewell retains the right to consider additional extensions beyond seven years as required under exceptional circumstances.
B. SURVIVAL OF TERMS. Notwithstanding any expiration or termination of this Contract, all payment obligations incurred prior to expiration or termination will survive, as will the following: Articles 11 through 14 survive the expiration or cancellation of this Contract. All other rights will cease upon expiration or termination of this Contract.
2. EQUIPMENT, PRODUCTS, OR SERVICES
297
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Rev. 3/2022 2
A. EQUIPMENT, PRODUCTS, OR SERVICES. Supplier will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above.
Supplier’s Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract.
All Equipment and Products provided under this Contract must be new and the current model.
Supplier may offer close-out or refurbished Equipment or Products if they are clearly indicated in Supplier’s product and pricing list. Unless agreed to by the Participating Entities in advance, Equipment or Products must be delivered as operational to the Participating Entity’s site.
This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed.
B. WARRANTY. Supplier warrants that all Equipment, Products, and Services furnished are free from liens and encumbrances, and are free from defects in design, materials, and workmanship.
In addition, Supplier warrants the Equipment, Products, and Services are suitable for and will perform in accordance with the ordinary use for which they are intended. Supplier’s dealers and distributors must agree to assist the Participating Entity in reaching a resolution in any dispute over warranty terms with the manufacturer. Any manufacturer’s warranty that extends beyond the expiration of the Supplier’s warranty will be passed on to the Participating Entity.
C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution and throughout the Contract term, Supplier must provide to Sourcewell a current means to validate or authenticate Supplier’s authorized dealers, distributors, or resellers relative to the Equipment, Products, and Services offered under this Contract, which will be incorporated into this Contract by reference. It is the Supplier’s responsibility to ensure Sourcewell receives the most current information.
3. PRICING
All Equipment, Products, or Services under this Contract will be priced at or below the price stated in Supplier’s Proposal.
When providing pricing quotes to Participating Entities, all pricing quoted must reflect a Participating Entity’s total cost of acquisition. This means that the quoted cost is for delivered Equipment, Products, and Services that are operational for their intended purpose, and includes all costs to the Participating Entity’s requested delivery location.
Regardless of the payment method chosen by the Participating Entity, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Participating Entity at the time of purchase.
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032824-NVS
Rev. 3/2022 3
A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery, Supplier must permit the Equipment and Products to be returned within a reasonable time at no cost to Sourcewell or its Participating Entities.
Participating Entities reserve the right to inspect the Equipment and Products at a reasonable time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery. In the event of the delivery of nonconforming Equipment and Products, the Participating Entity will notify the Supplier as soon as possible and the Supplier will replace nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Participating Entity.
Supplier must arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition.
Sourcewell may declare the Supplier in breach of this Contract if the Supplier intentionally delivers substandard or inferior Equipment or Products.
B. SALES TAX. Each Participating Entity is responsible for supplying the Supplier with valid tax- exemption certification(s). When ordering, a Participating Entity must indicate if it is a tax- exempt entity.
C. HOT LIST PRICING. At any time during this Contract, Supplier may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract.
When Supplier determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line-item format. Equipment, Products, or Services may be added or removed from the Hot List at any time through a Sourcewell Price and Product Change Form as defined in Article 4 below.
Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Participating Entities.
4. PRODUCT AND PRICING CHANGE REQUESTS
Supplier may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Supplier Development Administrator. This approved form is available from the assigned Sourcewell Supplier Development Administrator.
At a minimum, the request must:
x Identify the applicable Sourcewell contract number;
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032824-NVS
Rev. 3/2022 4
x Clearly specify the requested change;
x Provide sufficient detail to justify the requested change; x Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change); and x Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged.
A fully executed Sourcewell Price and Product Change Request Form will become an amendment to this Contract and will be incorporated by reference.
5. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS
A. PARTICIPATION. Sourcewell’s cooperative contracts are available and open to public and nonprofit entities across the United States and Canada; such as federal, state/province, municipal, K-12 and higher education, tribal government, and other public entities.
The benefits of this Contract should be available to all Participating Entities that can legally access the Equipment, Products, or Services under this Contract. A Participating Entity’s authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Supplier understands that a Participating Entity’s use of this Contract is at the Participating Entity’s sole convenience and Participating Entities reserve the right to obtain like Equipment, Products, or Services from any other source.
Supplier is responsible for familiarizing its sales and service forces with Sourcewell contract use eligibility requirements and documentation and will encourage potential participating entities to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster during the term of this Contract.
B. PUBLIC FACILITIES. Supplier’s employees may be required to perform work at government- owned facilities, including schools. Supplier’s employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Participating Entity policies and procedures, and all applicable laws.
6. PARTICIPATING ENTITY USE AND PURCHASING
A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Supplier that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Supplier. Typically, a Participating Entity will issue an order directly to Supplier or its authorized
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032824-NVS
Rev. 3/2022 5
subsidiary, distributor, dealer, or reseller. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell contract number. All Participating Entity orders under this Contract must be issued prior to expiration or cancellation of this Contract; however, Supplier performance, Participating Entity payment obligations, and any applicable warranty periods or other Supplier or Participating Entity obligations may extend beyond the term of this Contract.
Supplier’s acceptable forms of payment are included in its attached Proposal. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity.
B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and conditions to a purchase order, or other required transaction documentation, may be negotiated between a Participating Entity and Supplier, such as job or industry-specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), or specific local policy requirements. Some Participating Entities may require the use of a Participating Addendum, the terms of which will be negotiated directly between the Participating Entity and the Supplier or its authorized dealers, distributors, or resellers, as applicable. Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract.
C. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires service or specialized performance requirements not addressed in this Contract (such as e- commerce specifications, specialized delivery requirements, or other specifications and requirements), the Participating Entity and the Supplier may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement.
D. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or in part, immediately upon notice to Supplier in the event of any of the following events:
1. The Participating Entity fails to receive funding or appropriation from its governing body at levels sufficient to pay for the equipment, products, or services to be purchased; or
2. Federal, state, or provincial laws or regulations prohibit the purchase or change the Participating Entity’s requirements.
E. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Participating Entity’s order will be determined by the Participating Entity making the purchase.
7. CUSTOMER SERVICE
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A. PRIMARY ACCOUNT REPRESENTATIVE. Supplier will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for:
x Maintenance and management of this Contract;
x Timely response to all Sourcewell and Participating Entity inquiries; and x Business reviews to Sourcewell and Participating Entities, if applicable.
B. BUSINESS REVIEWS. Supplier must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees, sales data reports, performance issues, supply issues, customer issues, and any other necessary information.
8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT
A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Supplier must provide a contract sales activity report (Report) to the Sourcewell Supplier Development Administrator assigned to this Contract. Reports are due no later than 45 days after the end of each calendar quarter. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Supplier must submit a report indicating no sales were made).
The Report must contain the following fields:
x Participating Entity Name (e.g., City of Staples Highway Department); x Participating Entity Physical Street Address;
x Participating Entity City;
x Participating Entity State/Province;
x Participating Entity Zip/Postal Code;
x Participating Entity Contact Name;
x Participating Entity Contact Email Address;
x Participating Entity Contact Telephone Number;
x Sourcewell Assigned Entity/Participating Entity Number; x Item Purchased Description;
x Item Purchased Price;
x Sourcewell Administrative Fee Applied; and
x Date Purchase was invoiced/sale was recognized as revenue by Supplier.
B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Supplier will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Participating Entities. The Administrative Fee must be included in, and not added to, the pricing. Supplier may not charge Participating Entities more than the contracted
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price to offset the Administrative Fee.
The Supplier will submit payment to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased by Participating Entities under this Contract during each calendar quarter. Payments should note the Supplier’s name and Sourcewell-assigned contract number in the memo; and must be mailed to the address above “Attn: Accounts Receivable” or remitted electronically to Sourcewell’s banking institution per Sourcewell’s Finance department instructions. Payments must be received no later than 45 calendar days after the end of each calendar quarter.
Supplier agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract.
In the event the Supplier is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Supplier in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract’s expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date.
9. AUTHORIZED REPRESENTATIVE
Sourcewell's Authorized Representative is its Chief Procurement Officer.
Supplier’s Authorized Representative is the person named in the Supplier’s Proposal. If Supplier’s Authorized Representative changes at any time during this Contract, Supplier must promptly notify Sourcewell in writing.
10. AUDIT, ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE
A. AUDIT. Pursuant to Minnesota Statutes Section 16C.05, subdivision 5, the books, records, documents, and accounting procedures and practices relevant to this Contract are subject to examination by Sourcewell or the Minnesota State Auditor for a minimum of six years from the end of this Contract. This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract.
B. ASSIGNMENT. Neither party may assign or otherwise transfer its rights or obligations under this Contract without the prior written consent of the other party and a fully executed assignment agreement. Such consent will not be unreasonably withheld. Any prohibited assignment will be invalid.
C. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been duly executed by the parties.
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D. WAIVER. Failure by either party to take action or assert any right under this Contract will not be deemed a waiver of such right in the event of the continuation or repetition of the circumstances giving rise to such right. Any such waiver must be in writing and signed by the parties.
E. CONTRACT COMPLETE. This Contract represents the complete agreement between the parties. No other understanding regarding this Contract, whether written or oral, may be used to bind either party. For any conflict between the attached Proposal and the terms set out in Articles 1-22 of this Contract, the terms of Articles 1-22 will govern.
F. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses. This Contract does not create a partnership, joint venture, or any other relationship such as master-servant, or principal-agent.
11. INDEMNITY AND HOLD HARMLESS
Supplier must indemnify, defend, save, and hold Sourcewell and its Participating Entities, including their agents and employees, harmless from any claims or causes of action, including attorneys’ fees incurred by Sourcewell or its Participating Entities, arising out of any act or omission in the performance of this Contract by the Supplier or its agents or employees; this indemnification includes injury or death to person(s) or property alleged to have been caused by some defect in the Equipment, Products, or Services under this Contract to the extent the Equipment, Product, or Service has been used according to its specifications. Sourcewell’s responsibility will be governed by the State of Minnesota’s Tort Liability Act (Minnesota Statutes Chapter 466) and other applicable law.
12. GOVERNMENT DATA PRACTICES
Supplier and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, maintained, or disseminated by the Supplier under this Contract.
13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT
A. INTELLECTUAL PROPERTY
1. Grant of License. During the term of this Contract:
a. Sourcewell grants to Supplier a royalty-free, worldwide, non-exclusive right and license to use the trademark(s) provided to Supplier by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell’s relationship with Supplier.
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b. Supplier grants to Sourcewell a royalty-free, worldwide, non-exclusive right and license to use Supplier’s trademarks in advertising and promotional materials for the purpose of marketing Supplier’s relationship with Sourcewell.
2. Limited Right of Sublicense. The right and license granted herein includes a limited right of each party to grant sublicenses to their respective subsidiaries, distributors, dealers, resellers, marketing representatives, and agents (collectively “Permitted Sublicensees”) in advertising and promotional materials for the purpose of marketing the Parties’ relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article. Each party will be responsible for any breach of this Article by any of their respective sublicensees.
3. Use; Quality Control.
a. Neither party may alter the other party’s trademarks from the form provided and must comply with removal requests as to specific uses of its trademarks or logos.
b. Each party agrees to use, and to cause its Permitted Sublicensees to use, the other party’s trademarks only in good faith and in a dignified manner consistent with such party’s use of the trademarks. Upon written notice to the breaching party, the breaching party has 30 days of the date of the written notice to cure the breach or the license will be terminated.
4. Termination. Upon the termination of this Contract for any reason, each party, including Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites, and the like bearing the other party’s name or logo (excepting Sourcewell’s pre-printed catalog of suppliers which may be used until the next printing). Supplier must return all marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell’s written directions.
B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Supplier individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract.
C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be approved by Sourcewell. Send all approval requests to the Sourcewell Supplier Development Administrator assigned to this Contract.
D. ENDORSEMENT. The Supplier must not claim that Sourcewell endorses its Equipment, Products, or Services.
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14. GOVERNING LAW, JURISDICTION, AND VENUE
The substantive and procedural laws of the State of Minnesota will govern this Contract. Venue for all legal proceedings arising out of this Contract, or its breach, must be in the appropriate state court in Todd County, Minnesota or federal court in Fergus Falls, Minnesota.
15. FORCE MAJEURE
Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party’s reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default.
16. SEVERABILITY
If any provision of this Contract is found by a court of competent jurisdiction to be illegal, unenforceable, or void then both parties will be relieved from all obligations arising from that provision. If the remainder of this Contract is capable of being performed, it will not be affected by such determination or finding and must be fully performed.
17. PERFORMANCE, DEFAULT, AND REMEDIES
A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows:
1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Supplier will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties.
2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Supplier may escalate the resolution of the issue to a higher level of management. The Supplier will have 30 calendar days to cure an outstanding issue.
3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Supplier must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Supplier fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, the Supplier will bear any additional costs incurred by Sourcewell and/or its Participating Entities as a result of such failure to proceed.
B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default:
1. Nonperformance of contractual requirements, or
2. A material breach of any term or condition of this Contract.
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The party claiming default must provide written notice of the default, with 30 calendar days to cure the default. Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages. If the default remains after the opportunity for cure, the non-defaulting party may:
x Exercise any remedy provided by law or equity, or
x Terminate the Contract or any portion thereof, including any orders issued against the Contract.
18. INSURANCE
A. REQUIREMENTS. At its own expense, Supplier must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an “AM BEST” rating of A- or better, with coverage and limits of insurance not less than the following:
1. Workers’ Compensation and Employer’s Liability.
Workers’ Compensation: As required by any applicable law or regulation.
Employer's Liability Insurance: must be provided in amounts not less than listed below:
Minimum limits:
$500,000 each accident for bodily injury by accident
$500,000 policy limit for bodily injury by disease
$500,000 each employee for bodily injury by disease
2. Commercial General Liability Insurance. Supplier will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office (“ISO”) Commercial General Liability Form CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products-completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract.
Minimum Limits:
$1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury
$2,000,000 aggregate for products liability-completed operations $2,000,000 general aggregate
3. Commercial Automobile Liability Insurance. During the term of this Contract, Supplier will maintain insurance covering all owned, hired, and non-owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms
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no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent.
Minimum Limits:
$1,000,000 each accident, combined single limit
4. Umbrella Insurance. During the term of this Contract, Supplier will maintain umbrella coverage over Employer’s Liability, Commercial General Liability, and Commercial Automobile.
Minimum Limits:
$2,000,000
5. Professional/Technical, Errors and Omissions, and/or Miscellaneous Professional Liability. During the term of this Contract, Supplier will maintain coverage for all claims the Supplier may become legally obligated to pay resulting from any actual or alleged negligent act, error, or omission related to Supplier’s professional services required under this Contract.
Minimum Limits:
$2,000,000 per claim or event
$2,000,000 – annual aggregate
6. Network Security and Privacy Liability Insurance. During the term of this Contract, Supplier will maintain coverage for network security and privacy liability. The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The insurance must cover claims which may arise from failure of Supplier’s security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data – including but not limited to, confidential or private information, transmission of a computer virus, or denial of service.
Minimum limits:
$2,000,000 per occurrence
$2,000,000 annual aggregate
Failure of Supplier to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default.
B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Supplier must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Supplier Development Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf.
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Failure to request certificates of insurance by Sourcewell, or failure of Supplier to provide certificates of insurance, in no way limits or relieves Supplier of its duties and responsibilities in this Contract.
C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Supplier agrees to list Sourcewell and its Participating Entities, including their officers, agents, and employees, as an additional insured under the Supplier’s commercial general liability insurance policy with respect to liability arising out of activities, “operations,” or “work” performed by or on behalf of Supplier, and products and completed operations of Supplier. The policy provision(s) or endorsement(s) must further provide that coverage is primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds.
D. WAIVER OF SUBROGATION. Supplier waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other insurance applicable to the Supplier or its subcontractors. The waiver must apply to all deductibles and/or self-insured retentions applicable to the required or any other insurance maintained by the Supplier or its subcontractors. Where permitted by law, Supplier must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors.
E. UMBRELLA/EXCESS LIABILITY/SELF-INSURED RETENTION. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies), or self-insured retention.
19. COMPLIANCE
A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold.
B. LICENSES. Supplier must maintain a valid and current status on all required federal, state/provincial, and local licenses, bonds, and permits required for the operation of the business that the Supplier conducts with Sourcewell and Participating Entities.
20. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION
Supplier certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Supplier declares bankruptcy, Supplier must immediately notify Sourcewell in writing.
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Supplier certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Supplier certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Supplier further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time.
21. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER
UNITED STATES FEDERAL AWARDS OR OTHER AWARDS
Participating Entities that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may have additional requirements based on specific funding source terms or conditions. Within this Article, all references to “federal” should be interpreted to mean the United States federal government.
The following list only applies when a Participating Entity accesses Supplier’s Equipment, Products, or Services with United States federal funds.
A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of “federally assisted construction contract” in 41 C.F.R. § 60-
1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 C.F.R. § 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” The equal opportunity clause is incorporated herein by reference.
B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal program legislation, all prime construction contracts in excess of $2,000 awarded by non- federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. § 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-federal entity must report all suspected or reported violations to the federal awarding agency. The contracts must also include a provision for compliance with
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the Copeland “Anti-Kickback” Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 C.F.R. § 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-federal entity must report all suspected or reported violations to the federal awarding agency. Supplier must be in compliance with all applicable Davis-Bacon Act provisions.
C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Where applicable, all contracts awarded by the non-federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5).
Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. This provision is hereby incorporated by reference into this Contract. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above.
D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. If the federal award meets the definition of “funding agreement” under 37 C.F.R. § 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 C.F.R. § 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above.
E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require the non-federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).
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Supplier certifies that during the term of this Contract will comply with applicable requirements as referenced above.
F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Supplier certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency.
G. BYRD ANTI-LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Suppliers must file any required certifications. Suppliers must not have used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Suppliers must disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non-federal award. Suppliers must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352).
H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Supplier must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Supplier further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed.
I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Supplier must comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act.
J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Supplier must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition.
K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Supplier agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and
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records of Supplier that are directly pertinent to Supplier’s discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Supplier’s personnel for the purpose of interview and discussion relating to such documents.
L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.
M. FEDERAL SEAL(S), LOGOS, AND FLAGS. The Supplier cannot use the seal(s), logos, crests, or reproductions of flags or likenesses of Federal agency officials without specific pre-approval.
N. NO OBLIGATION BY FEDERAL GOVERNMENT. The U.S. federal government is not a party to this Contract or any purchase by a Participating Entity and is not subject to any obligations or liabilities to the Participating Entity, Supplier, or any other party pertaining to any matter resulting from the Contract or any purchase by an authorized user.
O. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS. The Contractor acknowledges that 31 U.S.C. 38 (Administrative Remedies for False Claims and Statements) applies to the Supplier’s actions pertaining to this Contract or any purchase by a Participating Entity.
P. FEDERAL DEBT. The Supplier certifies that it is non-delinquent in its repayment of any federal debt. Examples of relevant debt include delinquent payroll and other taxes, audit disallowance, and benefit overpayments.
Q. CONFLICTS OF INTEREST. The Supplier must notify the U.S. Office of General Services, Sourcewell, and Participating Entity as soon as possible if this Contract or any aspect related to the anticipated work under this Contract raises an actual or potential conflict of interest (as described in 2 C.F.R. Part 200). The Supplier must explain the actual or potential conflict in writing in sufficient detail so that the U.S. Office of General Services, Sourcewell, and Participating Entity are able to assess the actual or potential conflict; and provide any additional information as necessary or requested.
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R. U.S. EXECUTIVE ORDER 13224. The Supplier, and its subcontractors, must comply with U.S.
Executive Order 13224 and U.S. Laws that prohibit transactions with and provision of resources and support to individuals and organizations associated with terrorism.
S. PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT. To the extent applicable, Supplier certifies that during the term of this Contract it will comply with applicable requirements of 2 C.F.R. § 200.216.
T. DOMESTIC PREFERENCES FOR PROCUREMENTS. To the extent applicable, Supplier certifies that during the term of this Contract will comply with applicable requirements of 2 C.F.R. § 200.322.
22. CANCELLATION
Sourcewell or Supplier may cancel this Contract at any time, with or without cause, upon 60 days’ written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Supplier’s Proposal. Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation.
Sourcewell Navistar, Inc.
By: __________________________ By: __________________________ Jeremy Schwartz Bob Mann
Title: Chief Procurement Officer Title: Vice President Government Sales & Diamond Logic Builder
Date: ________________________
Date: ________________________
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Sourcewell Contract # #032824-NVS | Amendment #1