Agenda packet — Public Works & Transportation Committee, September 9, 2025 (part 1 of 4)

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Agenda Item Time Estimates include: (Minutes for Presentation + Council Discussion + Public Comment)

AGENDA

OXNARD CITY COUNCIL

PUBLIC WORKS AND TRANSPORTATION COMMITTEE
Council Chambers, 305 West Third Street
September 9, 2025
Regular Meeting - 6:45 PM to 8:15 PM

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IN ACCORDANCE WITH ASSEMBLY BILL 2449, MEMBERS OF THE LEGISLATIVE BODY MAY ME ET IN- PERSON OR REMOTELY. TO PARTICIPATE REMOTELY VISIT WWW.OXNARD.ORG.

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*Please see the link for the Measure M pre-recorded presentation video for each item listed on this agenda.

YOU MAY PARTICIPATE IN THE MEETING IN THE FOLLOWING WAYS:

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1 OXNARD CITY COUNCIL: PUBLIC WORKS AND TRANSPORTATION COMMITTEE September 9, 2025 - Page 2

3. PROVIDING PUBLIC COMMENTS REMOTELY DURING THE MEETING

a. To provide public comment during the meeting dial (888) 475-4499 and enter the Meeting ID and Passcode listed above as the Zoom details for this meeting. When the presiding officer announces the particular item on the agenda you want to speak on, press *9 to raise your hand while in the zoom waiting room. Once called on, press *6 to unmute your phone.
b. Public comments on agenda items will be taken following the announcement of the item. After the item is announced, members of the public may register or otherwise be recognized for the purpose of providing public comment.

Please review the Zoom instructions on the registration page to help ensure there are no technical difficulties during your comments and help you understand public comment procedures using Zoom. Detailed participation instructions can be found at www.oxnard.org/city-meetings.

In the event of a disruption which prevents a legislative body of the City of Oxnard from broadcasting a meeting using a call-in option or internet- based service option, or in the event of a disruption within the City’s control which prevents members of the public from offering public comment using the call-in option or internet-based service option, the legislative body shall take no further action on items appearing on a meeting agenda until public access to the meeting via the call-in option or internet-based service option is restored. However, if any of the broadcast options are disrupted, but any of the other broadcast options is still available to the public, the legislative body may take further action on items appearing on a meeting agenda without waiting for the disrupted broadcast option(s) to be restored.

A. ROLL CALL, POSTING OF AGENDA, FLAG SALUTE

Consideration of Teleconference Participation pursuant to Assembly Bill 2449.

During this meeting, Vice Chair Teran will be participating remotely from the following location:

Hampton Inn Medford, 1122 Morrow Road, Medford, OR 97504

B. PUBLIC COMMENTS ON ITEMS NOT ON THE AGENDA AND NON-ACTION ITEMS

A person may address the legislative body only on matters not appearing on the agenda and within the subject matter jurisdiction of the legislative body, and on non-action items such as ceremonial items, report of city manager / executive director / secretary, and city council/ housing authority / successor agency / financing authority business / committee reports. Speaker requests shall be submitted as set forth on the first page of this agenda. Speakers are limited to three minutes. After 30 minutes, if all speakers have not had the opportunity to speak, the remaining speakers will be given an opportunity to speak prior to adjournment of the meeting. The legislative body cannot enter into a detailed discussion or take action on any items presented during public comments at this time. Such items may only be referred to the City Manager / Executive Director / Secretary for administrative action or scheduled on a subsequent agenda for discussion. Persons wishing to speak on public hearing items should do so at the time of the hearing.

C. CONSENT AGENDA

1. City Clerk Department
SUBJECT: Approval of Minutes.

RECOMMENDATION: That the Public Works and Transportation Committee approve the minutes of the July 8 and 22, 2025 regular meetings as presented.

Contact: Luly Lopez, (805) 385-7805

2 OXNARD CITY COUNCIL: PUBLIC WORKS AND TRANSPORTATION COMMITTEE September 9, 2025 - Page 3

D. REPORTS

1. Public Works Department
SUBJECT: Multiple Agreements for On-Call Real Property Services and Right of Way Acquisition. (10 minutes)

RECOMMENDATION: 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 one year from October 9, 2025 to October 8, 2026, with an option for four consecutive one-year period extensions ending October 8, 2030, for on-call Professional Real Property Services and Right of Way Acquisition:

1. Agreement 32600016 with Beacon Integrated Professional Resources, Inc. DBA Hamner, Jewell & Associates for a total amount not to exceed $500,000;

2. Agreement 32600017 with Bender Rosenthal, Inc. for a total amount not to exceed $500,000; and

3. Agreement 32600018 with Clark Land Resources, Inc. for a total amount not to exceed $500,000.

Please click the following link to view the required Measure M pre-recorded presentation video:
https://youtu.be/SUbv64OS10U
Contact: Michael Wolfe, (805) 385-8055

2. Public Works Department
SUBJECT: Multiple Agreements for On-Call Landscape Architect Services. (10 minutes)

RECOMMENDATION: 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.

Please click the following link to view the required Measure M pre-recorded presentation video:
https://youtu.be/WaVjQ2PNUz8
Contact: Michael Wolfe, (805) 385-8055

3 OXNARD CITY COUNCIL: PUBLIC WORKS AND TRANSPORTATION COMMITTEE September 9, 2025 - Page 4

3. Public Works Department

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
Contact: Michael Wolfe, (805) 385-8055

4. Public Works Department
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
Contact: Michael Wolfe, (805) 385-8055

4 OXNARD CITY COUNCIL: PUBLIC WORKS AND TRANSPORTATION COMMITTEE September 9, 2025 - Page 5

5. Community Development Department
SUBJECT: Adopting the 2025 City of Oxnard Water System Design and Construction Standards and an Update to the 2002 City of Oxnard Standard Plates and Design Criteria. (10 minutes)

RECOMMENDATION: That the Public Works and Transportation Committee recommend that the City Council:

1. Adopt a resolution approving the 2025 Water System Design and Construction Standards and an update to the 2002 City of Oxnard Standard Plates and Design Criteria for public works construction; and

2. Delegating discretionary authority to the Public Works City Engineer to approve future revisions to the 2025 Water System Design and Construction Standards and 2002 City of Oxnard Standard Plates and Design Criteria; and

3. Authorizing the City Manager to take whatever actions are necessary and appropriate to carry out the purpose and intent of this resolution.

Please click the following link to view the required Measure M pre-recorded presentation video:
https://youtu.be/w7zeGZJMfdk
Contact: Michael Wolfe, Jeff Pengilley, (805) 385-8055, (805) 385-8208

E. ITEMS FOR FUTURE AGENDAS

F. ADJOURNMENT

5 PUBLIC WORKS AND TRANSPORTATION COMMITTEE

AGENDA REPORT

CONSENT AGENDA
AGENDA ITEM NO. C.1

DATE: September 9, 2025

TO: Public Works and Transportation Committee

FROM: Luly Lopez, City Clerk, (805) 385-7805, [email protected]

SUBJECT: Approval of Minutes.

RECOMMENDATION

That the Public Works and Transportation Committee approve the minutes of the July 8 and 22, 2025 regular meetings as presented.

BACKGROUND

Approval of minutes.

STRATEGIC PRIORITIES

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

FINANCIAL IMPACT

There is no financial impact.

Prepared by: Luly Lopez, City Clerk

ATTACHMENTS

1. Minutes of Public Works and Transportation Committee for July 8 2025

2. Minutes of the Public Works and Transportation Committee for July 22 2025

6 MINUTES

OXNARD CITY COUNCIL

PUBLIC WORKS AND TRANSPORTATION COMMITTEE
Regular Meeting
July 8, 2025

Because there were no items requiring consideration on this date, there was no regular meeting.

________________________________ ________________________________ LOURDES A. LÓPEZ LUIS A. MC ARTHUR
City Clerk Chair

7 MINUTES

OXNARD CITY COUNCIL

PUBLIC WORKS AND TRANSPORTATION COMMITTEE
Regular Meeting
July 22, 2025

A. ROLL CALL, POSTING OF AGENDA, FLAG SALUTE

At 6:49 p.m., Chair Luis A. Mc Arthur called to order the regular meeting of the Oxnard City Council Public Works and Transportation Committee in the City Hall Council Chambers at 305 West Third Street, Oxnard, California. The City Clerk called the roll and announced the posting of the agenda. Chair Luis A. Mc Arthur and Member Gabriela Basua were present.

Member Gabe Teran participated remotely from Visalia Marriott at the Convention Center.

Saluted the flag.

Staff members present were Alexander Nguyen, City Manager; Michelle McCarron, Assistant City Attorney; Michael Wolfe, Public Works Director; Tim Beaman, Assistant Public Works Director; Steve Howlett, Assistant Public Works Director; Brian Yanez, Assistant Public Works Director; Morgan Kessler, City Engineer; Eric Zetz, Environmental Resources Manager; Jose Arreola, Fleet Services Manager and Lourdes A. López, City Clerk.

Consideration of Teleconference Participation pursuant to Assembly Bill 2449.

B. PUBLIC COMMENTS ON ITEMS NOT ON THE AGENDA AND NON-ACTION ITEMS

Public comments were received from Ray Blattel (landscape maintenance districts).

C. CONSENT AGENDA

1. City Clerk Department
SUBJECT: Approval of Minutes.

RECOMMENDATION: That the Public Works and Transportation Committee approve the minutes of the June 24, and July 8, 2025.

No public comments were received.

It was moved by Member Basua, seconded by Member Teran, to approve the Information/Consent item as presented. VOTE: Basua, Teran and Mc Arthur voted in favor; the motion carried 3-0.

D. REPORTS

1. Public Works Department
SUBJECT: Agreement 32600022 with Parkhouse Tire Service, Inc. dba Parkhouse Tire, Inc. for Tire Retreading and Repair Services. (10 minutes)

RECOMMENDATION: That the Public Works and Transportation Committee recommend that the City Council approve and authorize the Mayor to execute an Agreement with Parkhouse Tire Service, Inc. dba Parkhouse Tire Inc. for a total amount not to exceed $1,000,000 for an initial term of one year from September 4, 2025 to 8 OXNARD CITY COUNCIL: PUBLIC WORKS AND TRANSPORTATION COMMITTEE July 22, 2025 Page 2

September 3, 2026 with an option for four consecutive one-year period extensions ending September 3, 2030 to provide tire retread and repair services.

Assistant Public Works Director Yanez and Fleet Services Manager were available to answer the Committee’s questions. No public comments were received.

It was moved by Member Basua, seconded by Member Teran, to approve the recommended action as presented. VOTE: Teran, Basua and Mc Arthur voted in favor; the motion carried 3-0.

2. Public Works Department
SUBJECT: Agreement 32600066 with Eurofins Eaton Analytical, LLC for Lab Testing Services. (10 minutes)

RECOMMENDATION: That the Public Works and Transportation Committee recommend that the City Council approve and authorize the Mayor to execute an Agreement with Eurofins Eaton Analytical, LLC for an initial term of one year from October 1, 2025, to September 30, 2026, with the option for four consecutive one-year period extensions ending September 30, 2030, for a total contract amount not to exceed $2,325,000 for laboratory testing services for the Public Works Department.

Assistant Public Works Director Beaman presented and answered the Committee’s questions. Discussion ensued among the Committee and staff. No public comments were received.

It was moved by Member Basua, seconded by Member Teran, to approve the recommended action as presented. VOTE: Basua, Mc Arthur and Teran voted in favor; the motion carried 3-0.

3. Public Works Department
SUBJECT: Agreement 32600021 with Joseph Garcia DBA Casamar Group LLC for On-Call Labor Compliance Services. (10 minutes)

RECOMMENDATION: That the Public Works and Transportation Committee recommend that the City Council approve and authorize the Mayor to execute an Agreement with Joseph Garcia DBA Casamar Group LLC for a total amount not to exceed $1,000,000 with an initial term of one year from October 15, 2025, to October 14, 2026, with an option for four consecutive one-year period extensions ending October 14, 2030, for on-call labor compliance services.

The City Engineer was available to answer the Committee’s questions. No public comments were received.

It was moved by Member Teran, seconded by Member Basua, to approve the recommended action as presented. VOTE: Mc Arthur, Teran and Basua voted in favor; the motion carried 3-0.

9 OXNARD CITY COUNCIL: PUBLIC WORKS AND TRANSPORTATION COMMITTEE July 22, 2025 Page 3

4. Public Works Department
SUBJECT: Agreement 32600043 with Arborpro Inc. for Urban Forestry Services. (10 minutes)

RECOMMENDATION: That the Public Works and Transportation Committee recommend that the City Council approve and authorize the Mayor to execute an Agreement with Arborpro Inc. for a total amount not to exceed $363,186 with an initial term of two years from September 3, 2025 to September 2, 2027, with the option for one consecutive one-year period extension ending September 2, 2028, for Urban Forestry Services.

Assistant Public Works Director Howlett presented and answered the Committee’s questions. Discussion ensued among the Committee and staff. No public comments were received.

It was moved by Chair Mc Arthur, seconded by Member Basua, to approve the recommended action as presented. VOTE: Teran, Basua and Mc Arthur voted in favor; the motion carried 3-0.

5. Public Works Department

SUBJECT: Information Technology Software Agreement 32600028 with Paradigm Software for Software for Scale House Operations for the Environmental Resources Division. (10 minutes)

RECOMMENDATION: That the Public Works and Transportation Committee recommend that the City Council approve and authorize the Mayor to execute an Information Technology Software Agreement with Paradigm Software for a total amount not to exceed $504,325.98 for a term of five years ending September 30, 2030.

Environmental Resources Manager was available to answer the Committee’s questions.

No public comments were received.

It was moved by Member Basua, seconded by Member Teran, to approve the recommended action as presented. VOTE: Basua, Mc Arthur and Teran voted in favor; the motion carried 3-0.

E. ITEMS FOR FUTURE AGENDAS

No requests were made.

F. ADJOURNMENT

There being no further business on the agenda, and without objection, Chair Mc Arthur adjourned the meeting at 7:10 p.m.

________________________________ ________________________________ LOURDES A. LÓPEZ LUIS A. MC ARTHUR
City Clerk Chair

10 PUBLIC WORKS AND TRANSPORTATION COMMITTEE

AGENDA REPORT

REPORTS
AGENDA ITEM NO. D.1

DATE: September 9, 2025

TO: Public Works and Transportation Committee

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

SUBJECT: Multiple Agreements for On-Call Real Property Services and Right of Way Acquisition. (10 minutes)

RECOMMENDATION

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 one year from October 9, 2025 to October 8, 2026, with an option for four consecutive one-year period extensions ending October 8, 2030, for on-call Professional Real Property Services and Right of Way Acquisition:

1. Agreement 32600016 with Beacon Integrated Professional Resources, Inc. DBA Hamner, Jewell & Associates for a total amount not to exceed $500,000;

2. Agreement 32600017 with Bender Rosenthal, Inc. for a total amount not to exceed $500,000; and

3. Agreement 32600018 with Clark Land Resources, Inc. for a total amount not to exceed $500,000.

Please click the following link to view the required Measure M pre-recorded presentation video:
https://youtu.be/SUbv64OS10U

BACKGROUND

The Public Works Department (PW) utilizes professional consulting firms to provide licensed and/or technical expertise in various disciplines that support the development and implementation of the Capital Improvement Program (CIP) as well as other non-CIP projects. Utilization of these specialized contractors is necessary to provide services that supplement the skills, 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 for a range of technical disciplines so that services can be procured, and needed work can proceed, in fairly short order.

Pre-approved on-call professional service agreements reduce the amount of time necessary to procure service contractors and thus facilitate the timely completion of certain categories of CIP and other projects. The specific services covered under this request include, but are not limited to, performing preliminary property investigations, obtaining and reviewing preliminary title reports, obtaining and reviewing real property appraisals, and right-of-way consulting services.

There were two previous Real Property Services and Right of Way Acquisition on-call professional service agreements, and these two agreements expired on March 1, 2025, after their three-year contractual term. The total value of these agreements was $500,000 each; of this amount, approximately $255,230 of work was ordered as tasks across their three-year contractual terms.

11 DISCUSSION

On April 3, 2025, the Purchasing Division issued a Request for Proposal (RFP) 25-117 for On-Call Real Property Services and Right of Way Acquisition. Outreach efforts included direct notifications to three potential vendors, publication on www.PublicPurchase.com, and posting on the City’s Purchasing website. The deadline for proposal submissions was May 13, 2025, and the City received a total of three proposals from the following vendors:

Clark Land Resources, Inc. Bender Rosenthal, Inc. Beacon Integrated Professional Resources, Inc. dba Hamner,
Jewell & Associates

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

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

Services under these agreements will be acquired on an as-needed basis with individual task orders issued for each identified work requirement (task). These will be issued and managed by the Project Manager (PM) assigned to the project. Once a new requirement is identified, all contractors will be provided the Task Order requirement on which to provide a proposal, if they so choose. The contractors will then submit their respective proposals, which will include a description of the scope of work to be performed, the method by which the consultant plans on completing the work, and a cost and schedule for completion. It is the consultant's responsibility to determine the best and most cost-effective method to complete the work. Once the City has received all proposals, it will review each and make a selection of the firm based on factors that include price, experience, methods, and schedule.

STRATEGIC PRIORITIES

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

FINANCIAL IMPACT

The total cost for each agreement shall not exceed $500,000 during the five-year term if all extension options are exercised. Funding for individual tasks will be sourced from projects identified in the City Council- approved CIP or, on rare occasions, for City Divisions with non-CIP project requirements (e.g. Facilities Maintenance division). The respective Project Manager will ensure sufficient funding is available in the approved budget for related tasks prior to initiating work orders or services performed. Subsequent fiscal year allocations will be requested during the annual budget process. 12 Prepared by: Morgan Kessler, City Engineer

ATTACHMENTS

1. Agreement 32600016

2. Agreement 32600017

3. Agreement 32600018

4. Prior Agreement Rate and Exhibits

5. Presentation

13 Agreement No. 32600016

ON-CALL PROFESSIONAL SERVICES AGREEMENT

BETWEEN

THE CITY OF OXNARD AND BEACON INTEGRATED PROFESSIONAL RESOURCES, INC. DBA HAMNER, JEWELL & ASSOCIATES
By This On-Call Professional Services Agreement (“Agreement”), the City of Oxnard (“City”) agrees to engage the Services of Beacon Integrated Professional Resources, Inc.

DBA Hamner, Jewell & Associates (“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 OMMITED].

2. SUMMARY DESCRIPTION OF SERVICES.

Professional Service Consultant (Consultant) shall provide governmental real estate services, including but not limited to, property investigations and obtaining preliminary title reports; initial contacts with property owners; preparation and processing of easement, right-of-way, and sale agreements; obtaining real property appraisals; relocation services; property disposition; and such other services as may be required by the City of Oxnard (City). The Consultant shall provide services for various projects which include, but not be limited to, public buildings, housing, public work infrastructure and such other facilities as may be required.

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

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

3. PARTIES.

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

Page 1 of 31 ends

14 Agreement No. 32600016
Beacon Integrated Professional Resources, Inc. DBA Hamner, Jewell & Associates, a corporation of the State of California, located at 3183 Duncan Road, Suite E, San Luis Obispo, CA 93401.

4. TERM OF AGREEMENT: From: October 9, 2025 To: October 8, 2026 A. Time is of the essence in this Agreement
B. The City shall have the option to exercise (4) consecutive (1) one-year term extensions, in accordance with the scope of work and terms and conditions of 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: $500,000.00 1

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

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 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.

Page 2 of 31 ends

15 Agreement No. 32600016
this Agreement. Additionally, Consultant’s Services shall be performed or immediately supervised by the Consultant’s Representative:

City Designated Representative
Name: KJ May
Title: Construction Project Manager Senior
Phone: 805-393-3871
Email: [email protected]
Address: 305 West Third Street, East
Wing, Second Floor, Oxnard, CA 93030
Consultant Designated Representative
Name: J.T. Katavich, RWA
Title: Senior Associate
Phone: 805-773-1459
Email: [email protected]
Address: 3183 Duncan Road, Suite E, San
Luis Obispo, CA 93401

8. CONTRACTUAL PREREQUSITIES. This Agreement must first be executed by the Consultant, after which the Agreement shall be approved as to form by the City Attorney, then executed by the Mayor, or an authorized person on behalf of the City, and if executed by the Mayor shall also be executed by the City Clerk.

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

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

C. Consultant shall not perform any work under this Agreement until a proof of insurance has been provided to the City as required under Section 24 of this Agreement.

9. CONSULTANT’S SERVICES.

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

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

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

Page 3 of 31 ends

16 Agreement No. 32600016
D. Under no circumstances shall the Consultant exceed the amount stated in the City’s Task Order or perform additional work or services that are not included in the Task Order

10. COMPENSATION. City shall pay Consultant for the Services performed pursuant to the terms of this Agreement and based on the hourly rates and fees set forth in the “Schedule of Compensation,” attached to and incorporated into this Agreement as “Exhibit B.” Consultant’s compensation shall not to exceed amount stated in the Task Order. Under no circumstances shall the Consultant perform work in excess of the amount stated in the Task Order or the not to exceed amount listed in Section 5 of this Agreement. Once this Agreement is executed, the Schedule of Compensation may only be modified by written Amendment pursuant to Section 13 of this Agreement, and may be subject to approval by the City Council.

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

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

11. PAYMENT and INVOICES. The City shall pay all undisputed portions of any applicable invoice within thirty (30) days after receipt of an invoice. In the event the City disputes one or more items in an invoice, the City shall, within thirty (30) days after receipt of such invoice, notify the Consultant of the item(s) being disputed and the reason(s) therefore.

The City may withhold payment for such disputed items until resolution of the dispute.

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

B. Consultant’s acceptance of final payment made pursuant to this Agreement shall constitute a release of City from all claims and liabilities for compensation to Consultant for anything completed, finished or relating to the Services. City’s payment shall not constitute nor be deemed a release of the responsibility and liability of Consultant for the accuracy and competency of the information provided and/or the Services performed hereunder, nor shall such payment be deemed to be an assumption of responsibility or

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17 Agreement No. 32600016
liability by City for any defect or error in the Services performed by Consultant and its employees, agents and subcontracted Consultants.

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

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

12. OPTION TO EXTEND AGREEMENT. When in the City’s best interest, this Agreement may only be extended, if the City, in its discretion, exercises an option term in accordance with Section 4 subparagraphs (B) and (C) of this Agreement. The initial term, plus any option to extend shall not exceed a total of five (5) years. If no option to extend the Agreement appears in section 4(B), then this Agreement shall not be extended.

13. MODIFICATION OF AGREEMENT. This Agreement may be amended, modified, or otherwise altered, or its provisions waived, only upon mutual consent of the Parties by written amendment. The City may request that the Consultant perform Extra Services.

As used herein, "Extra Services" means any services, which are determined by the City to be necessary for the proper completion of the project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement or any Task Order issued under this Agreement. A written amendment signed by both Parties shall be required to authorize performance of and payment for Extra Services under this Agreement or Task Order.

14. TERMINATION OF AGREEMENT. City may terminate this Agreement at any time, with or without cause and without penalty, upon fifteen (15) calendar days’ prior written notice pursuant to Section 22 of this Agreement. Such termination shall be effective on the date specified in the notice, or if no date is specified, then fifteen (15) calendar days from the date of the notice. City shall be liable to Consultant only for work done by Consultant up to and including the date of termination of this Agreement unless the termination is for cause, in which event Consultant need be compensated only to the extent required by

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18 Agreement No. 32600016
law. Consultant may terminate this Agreement at any time during the term of the Agreement by giving the City sixty (60) calendar days’ prior written notice.

15. [RESERVED].

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

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

Consultant T and its employees are not employees of City. Consultant and its employees are not entitled to receive from City any of the benefits or rights afforded employees of City, including but not limited to reserve leave, sick leave, vacation leave, holiday leave, compensatory leave, Public Employees Retirement System benefits, and health, life, dental, long-term disability and workers’ compensation insurance benefits. Consultant shall not, at any time or in any manner, represent that it or any of its agents, subconsultants, or employees are in any manner agents, subconsultants, or employees of City.

17. LAWFUL PERFORMANCE. Consultant shall abide by all federal, state, and local laws and regulations as may be related to the performance of duties under this Agreement.

Consultant, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, licenses, and certificates that may be required in connection with the performance of Services under this Agreement.

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criminal penalties under the City’s Code and/or under state law. All work performed under this Agreement shall be performed in such a manner as to provide safety to the public. The City reserves the right to issue restraining or cease and desist orders to Consultant when unsafe or harmful acts are observed or reported relative to the performance of the work under this Agreement. The acceptance of Consultant 's work by City shall not operate as a release of the Consultant from such standard of care and workmanship.

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

A. In accordance with the standard of care set forth in the first sentence of Section 19, the Consultant agrees that it:
(1) Has thoroughly reviewed and considered the services and work to be performed; and
(2) Has reviewed the issues regarding the Scope of Services and Task Orders to be provided; and
(3) Has carefully considered how the services and related work should be performed; and
(4) Fully understands the facilities, difficulties and restrictions associated with performance of the services required by this Agreement.

20. OWNERSHIP OF CONSULTANT’S WORK PRODUCT, CONFIDENTIALITY & DISCLOSURE, RECORDS & WARRANTY. City shall be the owner of any and all technical documents and records, including, computations, plans, correspondence, and/or other pertinent data and information, both hard copy and electronic, gathered or prepared by Consultant in performance of this Agreement and shall be entitled to immediate possession of the same upon completion of the work under this Agreement, or at any earlier or later time when the same may be requested by City.

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

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

C. Records and Inspections. The Consultant shall maintain full and accurate records, with respect to all Services and matters covered under this Agreement. Books and records pertaining to costs shall be kept and prepared in accordance with generally accepted accounting principles. The City shall have free access at all reasonable times to such records, both hard copy and electronic, and the right to examine and audit the same and to make transcripts therefrom, and to inspect all program data, documents, proceedings, and activities.

D. Confidentiality. Information that is exempt from disclosure to the public is confidential. This includes information relating to the past, present, or future affairs of the City or information belonging to a third party whose information is in the City’s possession or control under obligations of confidentiality.

Consultant may be granted access to information that is exempt from disclosure to the public (Government Code Section 7920.505) and may contain “trade secrets” (see Government Code Section 7924.510(f)) when it is necessary for Consultant to perform its obligations pursuant to this Agreement. If Consultant is granted such access to confidential information, Consultant shall not be considered to be a member of the public as that term is used in Government Code Section 7920.515.

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

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

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

22. NOTICE. All notices given or required to be given pursuant to this Agreement shall be in writing and may be given by personal delivery or by first-class mail. Notice sent by mail shall be addressed to each Party’s Designated Representative as set forth above in Section 7. When addressed in accordance with this Section, such notice shall be deemed given upon deposit in the United States mail, postage prepaid. In all other instances, notices shall be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this Section.

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

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pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, its officers, agents, employees or subconsultants in the performance of the services described in this Agreement. (2) In no event shall the costs of defense charged to Consultant exceed the Consultant’s proportionate percentage of fault, except as otherwise set forth in said Civil Code section 2782.8, the provisions of which are incorporated into this Agreement by this reference. Nothing in this Subsection b shall be construed to require Consultant to provide indemnification for Claims caused by the active negligence or willful misconduct of the City Indemnitees B. The City does not and shall not waive any rights that it may have against Consultant under this Section, because of the acceptance by the City, or the deposit with the City, of any insurance policy or certificate required pursuant to this Agreement. The hold harmless and indemnification provisions of this Section 23 shall apply regardless of whether said insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost, or expense described herein.

C. The obligation to indemnify and defend, as set forth in this Section 23, is binding on the successors, assigns, or heirs of Consultant and shall survive the expiration or any early termination of this Agreement.

24. INSURANCE. Consultant shall obtain and maintain during the performance of any Services under this Agreement the insurance coverages listed within “Exhibit C”, which is attached hereto and incorporated herein by this reference, unless the Risk Manager waives, in writing, the requirement that Consultant obtain and maintain such insurance coverages. Such insurance must be issued by a company satisfactory to the Risk Manager. Consultant shall, before performance of any Services pursuant to this Agreement, file with the Risk Manager evidence of insurance coverage as specified in “Exhibit C”. Maintenance of insurance coverages by Consultant is a material element of this Agreement. Consultant’s failure to maintain or renew insurance coverages or to provide renewal evidence shall be considered a material breach of this Agreement.

25. LIVING WAGE REQUIREMENTS . During the term of this Agreement, Consultant understands and agrees that if Living Wages are applicable, subject to the 2002 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.

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

A. To determine if this Agreement is subject to compliance monitoring and enforcement, go to:
https://www.dir.ca.gov/Public-Works/PublicWorksSB854FAQ.html B. It is unlawful to split, or separate into small portions, work orders, projects, purchases, or public works projects for the purpose of evading these prevailing wage requirements.

C. In the event that there is a difference between the amount of wages to be paid under the City of Oxnard’s local Living Wage requirements and the requirements of this provision, the wage rate that is the higher of the two shall be applicable to this Agreement. The duty to pay the correct wage is the responsibility of the Consultant.

27. [RESERVED].

28. SUBCONTRACTING. If Consultant requires the assistance of a subcontractor to render any Services under this Agreement, Consultant shall obtain prior written consent from the City before a subcontractor performs any service pursuant to this Agreement. All subcontractors shall be identified in the Scope of Work or Task Order attached to this Agreement as “Exhibit A”. Consultant is fully responsible for satisfactory completion of all its subcontractors’ work. All subcontractors shall be properly licensed and insured; and bonded, if applicable. Consultant shall be responsible for all liabilities regardless of nature, type, or cause, arising out of or resulting from or in connection with subcontractors performance pursuant to this Agreement or subcontractors failure to comply with any of its obligations in connection with this Agreement.

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completing and filing a Fair Political Practices Commission Form 700, Statement of Economic Interests, Consultant shall file such Form 700 with the City Clerk’s Office pursuant to the written instructions provided by the City Clerk. Acquisition or maintenance of a conflicting interest by Consultant may result in termination of this Agreement by the City.

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

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

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

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Services, except at Consultant’s risk, until written instructions are received from the Project Manager.

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

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

Additionally, if this Agreement is in excess of $10,000, the State Auditor may examine and audit Consultant for a period of 3 years after final payment under the Agreement.

Regardless of whether a State audit is permitted, Consultant shall maintain and preserve all such records for a period of at least 3 years after final payment under the Agreement or until an audit has been completed and accepted by City, whichever occurs later.

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

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

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

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

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

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

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

42. SEVERABILITY. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such 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.

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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.

49. ACKNOWLEDGEMENT. By signing below, Consultant acknowledges that it has reviewed the City’s Professional Services Agreement terms and conditions and insurance requirements and that Consultant hereby agrees to full compliance. [Signatures on next page]

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IN WITNESS WHEREOF, the Parties have entered into this Agreement effective on the date as written in Section 4 and upon signature of all Parties.

CITY OF OXNARD BEACON INTEGRATED
PROFESSIONAL RESOURCES, INC.

DBA HAMNER, JEWELL &

ASSOCIATES
Date Lillian D. Jewell, President DateLuis A. Mc Arthur, Mayor 2 Jennifer Yates, Purchasing Manager3
J.T. Katavich, Secretary 4 Date
ATTEST:

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

Stephen M. Fischer, Date
City Attorney (always required)
2 The City Council must authorize and the Mayor must execute any agreement over $220,000. 3 The Purchasing Agent may execute any authorized agreement up to $220,000. 4 The City requires the following for any contract:
and of the Board Secretary, Assistant Secretary, CFO
or Assistant Treasurer;
-level managers); or
rtner.

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 Beacon Integrated Professional Resources, Inc.

DBA Hamner, Jewell & Associates)

SCOPE OF SERVICES
PROJECT MANAGER: KJ May
TITLE: Construction Project Manager Senior
PHONE: (805) 393-3871
EMAIL: [email protected]
Professional Service Consultant (Consultant) shall provide governmental real estate services, including but not limited to, property investigations and obtaining preliminary title reports; initial contacts with property owners; preparation and processing of easement, right- of-way, and sale agreements; obtaining real property appraisals; relocation services; property disposition; and such other services as may be required by the City of Oxnard (City). The Consultant shall provide services for various projects which include, but not be limited to, public buildings, housing, public work infrastructure and such other facilities as may be required.

Services shall be provided by the Consultant on projects as authorized and directed by the City under a duly executed and approved Task Order. The task order proposal shall identify a concise schedule for completion of the Work. It is the Consultant's responsibility to determine the best and most cost-effective method to complete the task so that the assigned task order can be completed to the satisfaction of the City. Task orders will be negotiated as a lump sum amount per term based upon the hourly rate fee schedule as agreed to by the City and Consultant for all services and under agreement amount. Task order funds will be encumbered based on quote provided to the City by Consultant per task order. This Scope of Work will allow for additional professional services offered by Consultant and the services noted below shall not be restricted to those directly stated.

Project under this Agreement may involve one or more of the following Municipal Infrastructure Improvements:
• Domestic water distribution system;
• Sanitary sewer collection system;
• Storm drainage collection system;
• Arterial, collector and local streets;
• Transportation system;
• Building and other types of facilities;
• Public park improvements;
• Beach maintenance;

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• Seawall and dredge maintenance;
• Railway platform maintenance.

The Scope of Work shall include, but not be limited to the following:

Subcategory 1.1 - Real Property Services
• Perform preliminary property investigations, including obtaining County Assessor information and review of previous correspondence and contacts with the Owner.

Review project plans and visit sites with City Staff.
• Obtain and review preliminary title reports.
• Lead good faith negotiations to reach timely, amicable agreements. Be proactive in initial and follow-up contacts with property owners. Respond to the owner's requests for information and others follow through. Receive, review, and transmit information from property owners to the City.
• Obtain and review real property appraisals. Report format will comply with the standards of the Appraisal Institute.
• Perform other real estate consulting services and related matters as requested by the City.

Subcategory 1.2 - Right of Way Acquisition
• Prepare correspondence, diaries, forms, easement, right-of-entry, and/or right-of-way agreements, purchase offers, and deeds.
• Process documents for recordation of easements, agreements, and deeds. Close out files to support State, County, and/or Federal right-of-way certification. Assist with Caltrans certification as necessary.
• Contact and negotiate with lessees and handle any necessary subordination. • Attend periodic coordination and other project meetings as necessary. • Assure compliance with agreements during construction. • Perform other right-of-way consulting services and related matters as requested by the City.

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EXHIBIT B

PROFESSIONAL SERVICE AGREEMENT
(CITY of Oxnard and Beacon Integrated Professional Resources, Inc.

DBA Hamner, Jewell & Associates)

SCHEDULE OF COMPENSATION

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EXHIBIT C

PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and Beacon Integrated Professional Resources, Inc.

DBA Hamner, Jewell & Associates)

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

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EXHIBIT D

PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and Beacon Integrated Professional Resources, Inc.

DBA Hamner, Jewell & Associates)

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

A. Consultant shall compensate any employee of Consultant who provides Services under this Agreement in accordance with the Living Wage Policy, attached hereto and incorporated herein by reference as the Living Wage Policy Exhibit. While this Agreement is in effect, Consultant shall pay such employee no less than $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 Consultant, effective immediately.
c. In addition, if Consultant fails to comply with the Living Wage Policy in any manner, Consultant shall pay to City a fine of $500 and shall pay to any employee providing Services under this Agreement a penalty of three times the amount or value of the compensation owed to such employee under the Living Wage Policy. Consultant shall pay such fine and penalty within fifteen (15) calendar days after the City Manager or designee provides written notice to Consultant of the amount owed.

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EXHIBIT E

PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and Beacon Integrated Professional Resources, Inc.

DBA Hamner, Jewell & Associates)

PREVAILING WAGE

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

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

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

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

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

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

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

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42 Agreement No. 32600016
verified statement of the journeyman and apprentice hours performed under this Agreement.

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

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

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

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

Pursuant to Labor Code Section 1815, work performed by Consultant’s employees in excess of 8 hours per day and 40 hours per week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than 1 ½ times the basic rate of pay.

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

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

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

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

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ON-CALL PROFESSIONAL SERVICES AGREEMENT

BETWEEN
THE CITY OF OXNARD AND BENDER ROSENTHAL, INC.

B
y This On -Call Professional Services Agreement (“Agreement”), the City of Oxnard (“City”) agrees to engage the Services of Bender Rosenthal, 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 OMMITED].

2. S
UMMARY DESCRIPTION OF SERVICES.

P
rofessional Service Consultant (Consultant) shall provide governmental real estate services, including but not limited to, property investigations and obtaining preliminary title reports; initial contacts with property owners; preparation and processing of easement, right -of-way, and sale agreements; obtaining real property appraisals; relocation services; property disposition; and such other services as may be required by the City of Oxnard (City). The Consultant shall provide services for various projects which include, but not be limited to, public buildings, housing, public work infrastructure and such other facilities as may be required.

T
he Services to be performed pursuant to this agreement will be limited to the particular professional services that are identified in the Scope of Services, attached hereto as Exhibit A. Consultant has been prequalified to perform the particular services required by the City and the City shall issue Task Orders describing the particular project or services required by the City to the prequalified consultants and consultants shall submit a responsive proposal to the City’s Project Manager.

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

3. P
ARTIES.

Ci
ty 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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Bender Rosenthal, Inc. a corporation of the State of California, located at 2825 Watt Avenue, Suite 200, Sacramento, CA 95821.

4. TERM OF AGREEMENT: From: October 9, 2025 To: October 8, 2026 A. Time is of the essence in this Agreement
B. The City shall have the option to exercise ( 4) consecutive (1) one-y ear term extensions, in accordance with the scope of work and terms and conditions of this Agreement. Any pric e negotiations, if allowed, shall be negotiated at the time of contract extension.

C. This Agreement shall not exceed a total of fiv e (5) years (including the initial term and any options to extend). The City in its sole discretion m ay exercise the option terms upon six ty (60) days written notice to the Consultant (or any other time if the parties s o agree) in accordance with Section 12 of this Agreement. The option ter m shall be commenced by an amendment to this agreement.

D. All Services required of Consultant under this Agr eement shall be completed on or before the end of the term of the Agreement.

5. AG
REEMENT AMOUNT NOT TO EXCEED: $500,000.00 1

6. AG
REEMENT 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.

E
xhibit 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. D
ESIGNATED 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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Consultant Designated Representative
Name: Renee Baur, PMP, CA RE Broker
Title: Principal in Charge & Primary
Contact
Phone: (916) 978-4900 Ext. 2005
Email: [email protected]
Address: 2825 Watt Avenue, Suite 200,
Sacramento, CA 95821

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 C ity, 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

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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.

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 Consultant for the accuracy and competency of the information provided and/or the Services performed hereunder, nor shall such payment be deemed to be an assumption of responsibility or liability by C ity for any defect or error in the Services performed by Consultant and its employees, agents and subcontracted Consultants.

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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.

12. OPTION TO EXTEND AGREEMENT. When in the City’s best interest, this Agreement may only be extended, if the City, in its discretion, exercises an option term in accordance with Section 4 subparagraphs (B) and (C) of 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 t he Agreement appears in section 4(B), then this Agreement shall not be extended.

As used herein, "Extra Services" means any services, which are determined by the City to be necessary for the proper c ompletion 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 Consul tant 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].

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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 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 Ser vices 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 C ity 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.

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

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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 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 Ma nager, or designee (hereinafter the “Project Manager”), provided that discretion in determining what is satisfactory shall not alter the foregoing standard of care.

20. OWNERSHIP OF CONSULTANT’S WORK PRODUCT, CONFIDENTIALITY & DISCLOSURE, RECORDS & WARRANTY. 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, d raft, 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.

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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 hard copy and electronic, and the right to examine and audit the same and to make transcripts therefrom, and to inspect all program data, documents, proceedings, and activities.

D. Confidentiality. Information that is exempt from disclosure to the public is confidential. This includes information relating to the past, present, or future affairs of the City or information belonging to a third party whose information is in the City ’s possession or control under obligations of confidentiality.

Consultant may be granted access to information that is exempt from disclosure to the public (Government Code Section 7920.505) and may contain “trade secrets” (see Government Code Section 7924.510(f)) when it is necessary for 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 Agreem ent 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.

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Agreement was breached have not been cured or explained to the satisfaction of the other Party within fifteen (15) days from the date on which the breaching Party received notice of breach, the non-breaching Party may terminate this Agreement. Notice shall be given in the manner set forth in section 22.

22. NOTICE. All notices given or required to be given pursuant to this Agreement shall be in writing and may be given by personal delivery or by first -class mail. Notice sent by mail shall be addressed to each Party’s Designated Representative as set forth above in Section 7. When addressed in accordance with this Section, such notice shall be deemed given upon deposit in the United States mail, postage prepaid. In all other instances, notices shall be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this Section.

23. INDEMNIFICATION, HOLD HARMLESS & DEFENSE. Except as set forth in Subsection A of this Section 23, an d 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.

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in said Civil Code section 2782.8, the provisions of which are incorporated into this Agreement by this reference. Nothing in this Subsection b shall be construed to require Consultant to provide indemnification for Claims caused by the active negligence or willful misconduct of the City Indemnitees B. The City does not and shall not waive any rights that it may have against Consultant under this Section, because of the acceptance by the City, or the deposit with the City, of any insurance policy or certificate required pursuant to this Agreement. The hold harmless and indemnification provisions of this Section 23 shall apply regardless of whether said insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost, or expense described herein.

24. INSURANCE. 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, C onsultant 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. P
REVAILING 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

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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. T o 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, p rojects, purchases, or public works projects for the purpose of evading these prevailing wage requirements.

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”. C onsultant is fully responsible for satisfactory completion of all its subcontractors’ work. All subcontractors shall be properly licensed and insured; and bonded, if applicable. Consultant shall be responsible for all liabilities regardless of nature, type, or cause, arising out of or resulting from or in connection with subcontractors performance pursuant to this Agreement or subcontractors failure to comply with any of its obligations in connection with this Agreement.

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

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

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in “Exhibit A”, Consultant shall prepare and submit reports to the City concerning Consultant's performance of the Services required by this Agreement.

35. AUDIT. City shall have the option of inspecting, auditing and/or reproducing all records and other written materials used by 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.

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. C onsultant understands and agrees that it is bound by and will comply with all legal nondiscrimin ation 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

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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.

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

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.

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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. I
NCONSISTENT 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. CAP
TIONS 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. ACKNO
WLEDGEMENT. 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.

CITY OF OXNARD BENDER ROSENTHAL, INC.

☐Luis A. Mc Arthur, Mayor1 Date Renee Baur, CEO Date ☐Jennifer Yates, Purchasing Manager2

Sheila Bozin, Date
Controller/Board Secretary 3

ATTEST:

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

APPROVED AS TO FORM:

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

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

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EXHIBIT A

PROFESSIONAL SERVICE AGREEMENT
(CITY of Oxnard and Bender Rosenthal, Inc.)

SCOPE OF SERVICES

PROJECT MANAGER: KJ May
TITLE: Construction Project Manager Senior
PHONE: (805) 393-3871
EMAIL: [email protected]

Professional Service Consultant (Consultant) shall provide governmental real estate services, including but not limited to, property investigations and obtaining preliminary title reports; initial contacts with property owners; preparation and processing of easement, right- of-way, and sale agreements; obtaining real property appraisals; relocation services; property disposition; and such other services as may be required by the City of Oxnard (City). The Consultant shall provide services for various project s which include, but not be limited to, public buildings, housing, public work infrastructure and such other facilities as may be required.

Project under this Agreement may involve one or more of the following Municipal Infrastructure Improvements:

• Domestic water distribution system;
• Sanitary sewer collection system;
• Storm drainage collection system;
• Arterial, collector and local streets;
• Transportation system;
• Building and other types of facilities;
• Public park improvements;
• Beach maintenance;
• Seawall and dredge maintenance;

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• Railway platform maintenance.

The Scope of Work shall include, but not be limited to the following:

Subcategory 1.1 - Real Property Services

• Perform preliminary property investigations, including obtaining County Assessor information and review of previous correspondence and contacts with the Owner.

Subcategory 1.2 - Right of Way Acquisition

• Prepare correspondence, diaries, forms, easement, right-of-entry, and/or right-of-way agreements, purchase offers, and deeds.
• Process documents for recordation of easements, agreements, and deeds. Close out files to support State, County, and/or Federal right -of-way certification. Assist with Caltrans certification as necessary.
• Contact and negotiate with lessees and handle any necessary subordination. • Attend periodic coordination and other project meetings as necessary. • Assure compliance with agreements during construction. • Perform other right -of-way consulting services and related matters as requested by the City.

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EXHIBIT B

PROFESSIONAL SERVICE AGREEMENT
(CITY of Oxnard and Bender Rosenthal, Inc.)

SCHEDULE OF COMPENSATION

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EXHIBIT C

PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and Bender Rosenthal, Inc.)

INSURANCE REQUIREMENTS

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

[SEE NEXT PAGES]

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EXHIBIT D
PRO

FESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and Bender Rosenthal, Inc.)
LIV

ING 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. 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 leav
e per calendar year.

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

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 t
o 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 thereafter, acc ording to the percentage change in the Consumer Price Index, all items, prepared by the Bureau of Labor Statistics for the Los Angeles area relating to all urban consumers ( CPI-U), index base 1982-84=100, comparing May of the previous year to May of the current year. In addition, while this Agreement is in effect, Consultant shall provide to such employee no less than 96 hours of paid leave per calendar year.
a. Consultant agrees to post, at a location readily accessible to those employees providing Services to the City, a copy of the Living Wage Policy adopted by the Oxnard City Council on July 9, 2002 and effective October 1, 2002.
b. If Consultant fails to compensate such employee pursuant to the Living Wage Policy, the City Manager or designee shall terminate this Agreement on written notice to Consultant, effective immediately.
c. In addition, if Consultant fails to comply with the Living Wage Policy in any manner, Consultant shall pay to City a fine of $500 and shall pay to any employee providing Services under this Agreement a penalty of three times the amount or value of the compensation owed to such employee under the Living Wage Policy. Consultant shall pay such fine and penalty within fifteen (15) calendar days after the City Manager or designee provides written notice to Consultant of the amount owed.

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EXHIBIT E

PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and Bender Rosenthal, Inc.)

PREVAILING WAGE

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

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

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

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.

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

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

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 t o 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.

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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 CLARK LAND RESOURCES, INC.

B
y This On -Call Professional Services Agreement (“Agreement”), the City of Oxnard (“City”) agrees to engage the Services of Clark Land Resources, 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 OMMITED].

2. SUM
MARY DESCRIPTION OF SERVICES.

P
rofessional Service Consultant (Consultant) shall provide governmental real estate services, including but not limited to, property investigations and obtaining preliminary title reports; initial contacts with property owners; preparation and processing o f easement, right -of-way, and sale agreements; obtaining real property appraisals; relocation services; property disposition; and such other services as may be required by the City of Oxnard (City). The Consultant shall provide services for various projects which include, but not be limited to, public buildings, housing, public work infrastructure and such other facilities as may be required.

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

3. PA
RTIES.

Ci
ty 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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Clark Land Resources, Inc. a corporation of the State of California, located at 10065 Old Grove Rd, Suite 200, San Diego, CA 92131.

4. TERM OF AGREEMENT: From: October 9, 2025 To: October 8, 2026 A. Time is of the essence in this Agreement
B. The City shall hav e the option to ex ercise (4) consecutive (1) one-y ear 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 ac cordance 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 s hall be completed on or before the end of the term of the Agreement.

5. AGREEM
ENT AMOUNT NOT TO EXCEED: $500,000.00 1

6. AG
REEMENT 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.

Exh
ibit 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. DESIG
NATED 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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Consultant Designated Representative
Name: Shad Thielman
Title: Project Manager
Phone: (858) 349-6664
Email: [email protected]
Address: 10065 Old Grove Rd, Suite 200, San
Diego, CA 92131

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 C ity, 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

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A. The maximum not to exceed amount for any individual Tas k 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.

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.

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 Consultant for the accuracy and competency of the information provided and/or the Services performed hereunder, nor shall such payment be deemed to be an assumption of responsibility or liability by City for any defect or error in the Services performed by Consultant and its employees, agents and subcontracted Consultants.

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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.

12. OPTION TO EXTEND AGREEMENT. When in the City’s best interest, this Agreement may only be extended, if the City, in its discretion, exercises an option term in accordance with Section 4 subparagraphs (B) and (C) of 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 t he Agreement appears in section 4(B), then this Agreement shall not be extended.

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.

15. [RESERVED].

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16. INDEPENDENT CONTRACTOR. Consultant is and shall at all times remain, as to City, a wholly independent contractor. Neither 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 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 C ity 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.

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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 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.

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 p erformance 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.

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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 hard copy and electronic, and the right to examine and audit the same and to make transcripts therefrom, and to inspect all program data, documents, proceedings, and activities.

D. Confidentiality. Information that is exempt from disclosure to the public is confidential. This includes information relating to the past, present, or future affairs of the City or information belonging to a third party whose information is in the 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.

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22. NOTICE. All notices given or required to be given pursuant to this Agreement shall be in writing and may be given by personal delivery or by first -class mail. Notice sent by mail shall be addressed to each Party’s Designated Representative as set forth above in Section 7. When addressed in accordance with this Section, such notice shall be deemed given upon deposit in the United States mail, postage prepaid. In all other instances, notices shall be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this Section.

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.

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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, C onsultant 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

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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 det ermine 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.

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”. C onsultant 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 fur ther covenants that in the performance of Services under this Agreement, no officer, employee or agent of Consultant having such interest shall be employed by it. In the event the City determines that Consultant must disclose its financial interests by completing and filing a Fair Political Practices Commission Form 700, Statement of Economic Interests, Consultant shall file such Form 700 with the City Clerk’s Office pursuant to the written instructions provided by the City Clerk. Acquisition or maintenance of a conflicting interest by Consultant may result in termination of this Agreement by the City.

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

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in “Exhibit A”, Consultan t shall prepare and submit reports to the City concerning Consultant's performance of the Services required by this Agreement.

35. AUDIT. City shall have the option of inspecting, auditing and/or reproducing all records and other written materials used by 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.

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. C onsultant 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

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90 Agreement No. 32600018

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.

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91 Agreement No. 32600018

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.

49. ACKNOWLEDGEMENT. By signing below, Consultant 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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92 Agreement No. 32600018

IN WITNESS WHEREOF, the Parties have entered into this Agreement effective on the date as written in Section 4 and upon signature of all Parties.

CITY OF OXNARD CLARK LAND RESOURCES, INC.

☐Luis A. Mc Arthur, Mayor1 Date Linda L. Clark, Date ☐Jennifer Yates, Purchasing Manager2 CEO and Board President

Sue Cope, Date
Corporate Secretary,3

ATTEST:

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

APPROVED AS TO FORM:

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

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

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93 Agreement No. 32600018

EXHIBIT A
PRO

FESSIONAL SERVICE AGREEMENT
(CITY of Oxnard and Clark Land Resources, Inc.)
SCO

PE OF SERVICES
PRO
JECT MANAGER: KJ May
TITLE: Construction Project Manager Senior
PHONE: (805) 393-3871
EMAIL: [email protected]
P
rofessional Service Consultant (Consultant) shall provide governmental real estate services, including but not limited to, property investigations and obtaining preliminary title reports; initial contacts with property owners; preparation and processing of easement, right- of-way, and sale agreements; obtaining real property appraisals; relocation services; property disposition; and such other services as may be required by the City of Oxnard (City). The Consultant shall provide services for various projects which include, but not be limited to, public buildings, housing, public work infrastructure and such other facilities as may be required.

S
ervices shall be provided by the Consultant on projects as authorized and directed by the City under a duly executed and approved Task Order. The task order proposal shall identify a concise schedule for completion of the Work. It is the Consultant's responsibility to determine the best and most cost-effective method to complete the task so that the assigned task order can be completed to the satisfaction of the City. Task orders will be negotiated as a lump sum amount per term based upon the hourly rate fee schedule as agreed to by the City and Consultant for all services and under agreement amount. Task order funds will be encumbered based on quote provided to the City by Consultant per task order. This Scope of Work will allow for additional professional services offered by Consultant and the services noted below shall not be restricted to those directly stated.

P
roject under this Agreement may involve one or more of the following Municipal Infrastructure Improvements:
• D
omestic water distribution system;
• Sanitary sewer collection system;
• Storm drainage collection system;
• Arterial, collector and local streets;
• Transportation system;
• Building and other types of facilities;
• Public park improvements;
• Beach maintenance;
• Seawall and dredge maintenance;

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94 Agreement No. 32600018
• Railway platform maintenance.

The S
cope of Work shall include, but not be limited to the following:

S
ubcategory 1.1 - Real Property Services
• P
erform preliminary property investigations, including obtaining County Assessor information and review of previous correspondence and contacts with the Owner.

S
ubcategory 1.2 - Right of Way Acquisition
• P
repare correspondence, diaries, forms, easement, right-of-entry, and/or right-of-way agreements, purchase offers, and deeds.
• Process documents for recordation of easements, agreements, and deeds. Close out files to support State, County, and/or Federal right -of-way certification. Assist with Caltrans certification as necessary.
• Contact and negotiate with lessees and handle any necessary subordination. • Attend periodic coordination and other project meetings as necessary. • Assure compliance with agreements during construction. • Perform other right -of-way consulting services and related matters as requested by the City.

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EXHIBIT B
PRO

FESSIONAL SERVICE AGREEMENT
(CITY of Oxnard and Clark Land Resources, Inc.)
SCH

EDULE OF COMPENSATION

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EXHIBIT C
PRO

FESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and Clark Land Resources, Inc.)
I

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

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EXHIBIT D
PROFES

SIONAL SERVICES AGREEMENT
(CITY of Oxnard and Clark Land Resources, Inc.)
LIVI

NG WAGE POLICY
Purs
uant 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 t
his 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 s
uch employ ee 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 t
o 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 t
his Agreement a penalty of three times the amount or value of the compensation owed to such employee under t
he Living Wage Policy. Consultant shall pay suc h fine and penalty w
ithin fifteen (15) calendar days after the City Manager or designee provides written notice to Consultant
of the amount owed.

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Agreement No. 32600018

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 employ ees 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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Agreement No. 32600018

EXHIBIT E
PRO

FESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and Clark Land Resources, Inc.)
PRE

VAILING WAGE

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

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

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

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

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

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Agreement No. 32600018

7. C
onsultant 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. C
onsultant 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. C
onsultant acknowledges that 8 hours labor constitutes a legal day’s work.

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

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 P
roject listed in the Agreement is subject to compliance monitoring and enforcement by the DIR.

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

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Agreement No. 32600018
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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108
109
Agreement A-8417 (1st Amendment,
added rate sheet)
110
Public Works and Transportation Committee
September 9, 2025
Morgan Kessler, PE
City Engineer
Multiple Agreements for On-Call Real Property
Services and Right of Way Acquisition
111
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 9, 2025, to October 8, 2028, with an option for two consecutive one-year period extensions ending October 8, 2030, for on-call Professional Real Property Services and Right of Way Acquisition:

1. Agreement 32600016 with Beacon Integrated Professional Resources, Inc. DBA Hamner, Jewell & Associates for a total amount not to exceed $500,000;

2. Agreement 32600017 with Bender Rosenthal, Inc. for a total amount not to exceed $500,000; and

3. Agreement 32600018 with Clark Land Resources, Inc. for a total amount not to exceed $500,000.
112
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.
113
BACKGROUND 4
• These specialized services include but are not limited to; • Perform project related preliminary property investigations, including obtaining County Assessor information.
• Obtain and review preliminary title reports.
• Obtain and review real property appraisals.
• Perform other real estate consulting services.
• Prepare correspondence, diaries, forms, easement, right-of-entry, and/or right-of-way agreements, purchase offers, and deeds. • Process documents for recordation of easements, agreements, and deeds.
• Perform other right-of-way consulting services and related matters as requested by the City.
114

DISCUSSION
• The Purchasing Department released Request for
Proposals (RFP) 25-117 for On-Call Real Property
Services and Right of Way Acquisition.
• Released April 3, 2025
• Due date May 13, 2025
• RFP 25-117 was directly sent to three potential vendors and published on www.PublicPurchase.com as well as the
City’s Purchasing website.
5 115
• The qualifications were reviewed by:
• Engineering Division (Division Manager),
• Senior Construction Project Manager,
• Construction Project Manager
• Clark Land Resources, Inc., Bender Rosenthal, Inc., and Beacon Integrated Professional Resources, Inc. DBA
Hamner, Jewell & Associates have qualified and
recommended for selection based on the following scoring criteria:
• Company profile
• Assigned staff
• Relevant experience
• Overall responsiveness
DISCUSSION 6
116

FINANCIAL IMPACT
• The total cost for each agreement shall not exceed
$500,000 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.
7 117
End of Presentation
118

PUBLIC WORKS AND TRANSPORTATION COMMITTEE

AGENDA REPORT

REPORTS
AGENDA ITEM NO. D.2

DATE: September 9, 2025

TO: Public Works and Transportation Committee

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

SUBJECT: Multiple Agreements for On-Call Landscape Architect Services. (10 minutes)

RECOMMENDATION

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.

Please click the following link to view the required Measure M pre-recorded presentation video:
https://youtu.be/WaVjQ2PNUz8

BACKGROUND

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

This is the first instance Oxnard has issued landscape architect-specific professional on-call agreements. As such, the historical usage costs for these services is difficult to separate out from previous general architectural 119
contract expenditures. Over the next several years, it is anticipated that an increasing amount of landscape architecture services will be needed to support CIP projects (e.g. Citywide Playground Replacement). The projected agreement amount per vendor, $750k, should conservatively be sufficient to cover the anticipated needs in the current and near-future CIP; the actual amounts used may be less, and the next year or two will provide usage data so future agreement values may be adjusted.

DISCUSSION

On March 24, 2025, the Purchasing Division issued a Request for Proposal (RFP) 25-106 for On-Call Landscape Architect Services. Outreach efforts included direct notifications to three potential vendors, publication on www.PublicPurchase.com, and posting on the City’s Purchasing website. The deadline for proposal submissions was April 15, 2025, and the City received a total of 14 proposals, which included the four awarded vendors:

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

David Volz Design Landscape Architect, Inc. DBA David Volz Design IDS Group
Pacific Coast Land Design, Inc.

RJM Design Group, Inc.

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

Services under these agreements will be acquired on an as-needed basis with individual task orders issued for each identified work requirement (task). These will be issued and managed by the Project Manager (PM) assigned to the project. Once a new requirement is identified, all contractors will be provided the Task Order requirement on which to provide a proposal, if they so choose. The contractors will then submit their respective proposals, which will include a description of the scope of work to be performed, the method by which the consultant plans on completing the work, and a cost and schedule for completion. It is the consultant's responsibility to determine the best and most cost-effective method to complete the work. Once the City has received all proposals, they will review each and make a selection of the firm based on factors that include price, experience, methods, and schedule.

STRATEGIC PRIORITIES

FINANCIAL IMPACT

The total cost for each agreement shall not exceed $750,000 in total for up to five years if all extension options are exercised. Funding for individual tasks will be sourced from projects identified in the City Council- approved CIP or, on rare occasions, for City Divisions with non-CIP project requirements (e.g., Parks division).

The respective Project Manager will ensure sufficient funding is available in the approved budget for related tasks prior to initiating work orders or services performed. Subsequent fiscal year allocations will be requested during the annual budget process.

Prepared by: Morgan Kessler, City Engineer

ATTACHMENTS

1. Agreement 32600006

2. Agreement 32600007

3. Agreement 32600008

4. Agreement 32600009

5. Prior Agreements Rate and Exhibits

6. Presentation

121
Agreement No. 32600006

ON-CALL PROFESSIONAL SERVICES AGREEMENT

BETWEEN
THE CITY OF OXNARD AND DAVID VOLZ DESIGN LANDSCAPE ARCHITECTS, INC.

DBA DAVID VOLZ DESIGN
B
y This On -Call Professional Services Agreement (“Agreement”), the City of Oxnard (“City”) agrees to engage the Services of David Volz Design Landscape Architects, Inc. DBA David Volz Design (“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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Agreement No. 32600006
David Volz Design Landscape Architects, Inc. DBA David Volz Design, a corporation of the State of California, located at 151 Kalmus Drive, M8, Costa Mesa, CA 92626.

4. TERM O
F 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.

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. DESIGNAT
ED 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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Agreement No. 32600006
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: Eric Sterling
Title: President, RLA
Phone: (714) 641-1300
Email: [email protected]
Address: 151 Kalmus Drive, M8
Costa Mesa, CA 92626

8. CONT
RACTUAL 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 C ity, and if executed by the Mayor shall also be executed by the City Clerk.

A. Cons
ultant 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. CONSUL
TANT’S SERVICES.

A. Cons
ultant 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

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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.

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.

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 C ity 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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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.

15. [RESERVED].

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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 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.

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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.

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.

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.

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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 the 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.

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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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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.

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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 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 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 D esignated Representative.

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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.

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.

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.

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 calami ties, riots, or demands or requirements of governmental agencies other than the City.

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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.

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

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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.

CITY OF OXNARD DAVID VOLZ DESIGN LANDSCAPE ARCHITECTS, INC. DBA DAVID

VOLZ DESIGN

☐Luis A. Mc Arthur, Mayor 2 Date Eric Sterling, President Date ☐Jennifer Hiraoka, Purchasing Manager23

Jamie Graham, Secretary, 4 3 4 Date

ATTEST:

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

APPROVED AS TO FORM:

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

2 The City Council must authorize and the Mayor must execute any agreement over $220,000. 3 2The 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.

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EXHIBIT A

PROFESSIONAL SERVICE AGREEMENT
(CITY of Oxnard and David Volz Design Landscape Architects, Inc.

DBA David Volz Design)

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,

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and conceptual design of potential solutions and costs

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 David Volz Design Landscape Architects, Inc.

DBA David Volz Design)

SCHEDULE OF COMPENSATION

1. Only services specifically noted in the scope of services are included in the fee schedule. Services such as construction survey, utility potholing, etc. are not included.

2. See the subconsultant proposals attached for proposed services and additional excluded services.

3. Addition to the above the services and fees will be required if construction exceeds the twelve consecutive calendar months. Construction period service will require more fees if construction exceed the length of construction previously mentioned.

4. The following project expenses will be billed at cost in addition to the professional fees listed above:
• Printing, copying, scanning, graphic, photography and reproduction services • Delivery, shipping and courier charges
• Subconsultant fees and expenses
• Agency fees, permits, plan check and inspection fees

5. The reimbursable allowance will only be billed as-needed.

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EXHIBIT C

PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and David Volz Design Landscape Architects, Inc.

DBA David Volz Design)

INSURANCE REQUIREMENTS

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

[SEE NEXT PAGES]

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EXHIBIT D

PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and David Volz Design Landscape Architects, Inc.

DBA David Volz Design)

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.

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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 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 David Volz Design Landscape Architects, Inc.

DBA David Volz Design)

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

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

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

6. Consultant shall comply with Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Administrative Code Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects for all apprenticeable occupations. Before commencing work under this Agreement, Consultant shall provide 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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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.

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 IDS GROUP, INC.

By T
his On-Call Professional Services Agreement (“Agreement”), the City of Oxnard (“City”) agrees to engage the Services of IDS 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. 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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IDS Group, Inc., a corporation of the State of California, located at 1 Peters Canyon Rd., Suite 130, Irvine, CA 92606.

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.

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.

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: Said Hilmy, PhD, PE, SE, LEED
AP
Title: Principal/Contract Administrator
Phone: (949) 387-8500 x116
Email: [email protected]
Address: 1 Peters Canyon Road, Suite
130, Irvine, CA 92606

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 C ity, 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

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“Schedule of Compensation,” attached to and incorporated into this Agreement as “Exhibit B.” Consultant ’s compensation shall not to exceed amount stated in the Task Order. Under no circumstances shall the Consultant perform work in excess of the amount stated in the Task Order or the not to exceed amount listed in Section 5 of this Agreement. Once this Agreement is executed, the Schedule of Compensation may only be modified by written Amendment pursuant to Section 13 of this Agreement, and may be subject to approval by the City Council.

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.

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

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the sales tax. C ity shall not reimburse C onsultant for sales taxes paid by Consultant.

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.

15. [RESERVED].

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16. INDEPENDENT CONTRACTOR. Consultant is and shall at all times remain, as to City, a wholly independent contractor. Neither 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 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 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.

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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 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.

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.

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 A greement, 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

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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 hard copy and electronic, and the right to examine and audit the same and to make transcripts therefrom, and to inspect all program data, documents, proceedings, and activities.

D. Confidentiality. Information that is exempt from disclosure to the public is confidential. This includes information relating to the past, present, or future affairs of the City or information belonging to a third party whose information is in the 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

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notice of breach, the non- breaching Party may terminate this Agreement. Notice shall be given in the manner set forth in section 22.

22. NOTICE. All notices given or required to be given pursuant to this Agreement shall be in writing and may be given by personal delivery or by first -class mail. Notice sent by mail shall be addressed to each Party’s Designated Representative as set forth above in Section 7. When addressed in accordance with this Section, such notice shall be deemed given upon deposit in the United States mail, postage prepaid. In all other instances, notices shall be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this Section.

23. INDEMNIFICATION, HOLD HARMLESS & DEFENSE. 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.

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Public Works & Transportation CommitteeSeptember 9, 2025

Public Works & Transportation Committee
September 9, 2025