Oxnard City Council
December 2, 2025

PROFESSIONAL SERVICES AGREEMENT

BETWEEN
THE CITY OF OXNARD AND CAROLLO ENGINEERS, INC.

By This Professional Services Agreement (“Agreement”), the City of Oxnard (“City”) agrees to engage the Services of Carollo Engineers, Inc. (“Consultant”), and Consultant agrees to perform the Services for City as herein described, for the compensation, during the term, and otherwise subject to the covenants and conditions herein set forth.

City and Consultant may be individually referred to as “Party” or collectively as the “Parties.”

1. [INTENTIONALLY OMITTED]

2. SUMMARY DESCRIPTION OF SERVICES.

The City of Oxnard (City) is requesting proposals from experienced construction management firms to provide construction management services including, daily/special inspections, contract administration, and managing daily project progress. The project includes the upgrades and rehabilitation of the existing primary clarifiers and activated sludge tanks at the Water Resource Recovery Facility (WRRF) including civil, structural, hydraulic, mechanical, electrical, and instrumentation.

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.

Carollo Engineers, Inc. a corporation of the State of Delaware, located at 2795 Mitchell Drive, Walnut Creek, California 94598

4. TERM OF AGREEMENT: From: December 3, 2025 To: December 2, 2028

A. Time is of the essence in this Agreement
B. The City shall have the option to exercise (2) consecutive (1) one-year term extensions, in accordance with the scope of work and terms and conditions of this Agreement. Any price negotiations, if allowed, shall be negotiated at the time of contract extension.

C. This Agreement shall not exceed a total of five (5) years (including the initial term and any options to extend). The City in its sole discretion may 764
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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: $ 3,781,680.00

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
Exhibit B: Schedule of Compensation
Exhibit C: Insurance Requirements: City Insurance Exhibit INS-A Exhibit D: [RESERVED]
Exhibit E: Living Wage Policy
Exhibit F: Prevailing Wage Policy
Exhibit G: Iran Contracting Certification

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

City Designated Representative
Name: Omar Ortiz
Title: Project Manager
Phone: 805-276-7470
Email: [email protected]
Address: 6001 Perkins Rd. Oxnard, CA.
93033
Consultant Designated Representative
Name: Eric Mills
Title: Client Services Director/ Sr. Vice
President
Phone: 213-279-3305/ 626-241-3586
Email: [email protected]
Address: 707 Wilshire Blvd., Los
Angeles, CA. 90017

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 765
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Attorney, then executed by the Mayor, or an authorized person on behalf of the City, and if executed by the Mayor shall also be executed by the City Clerk.

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

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

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

D. 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 the tasks, obligations, and Services set forth in the “Scope of Services,” attached to and incorporated into this Agreement as “Exhibit A.” Once this Agreement is executed, the Scope of Services may only be modified by written Amendment pursuant to Section 13 of this Agreement.

B. The Services shall be coordinated with the designated City Project Manager set forth in Exhibit A subject to the direction of the City Manager or Department Director. Consultant hereby designates its Project Manager as set forth in “Exhibit A” as the person responsible for the Services who shall coordinate with City’s Project Manager in executing the Scope of Services under this Agreement.

10. COMPENSATION. City shall pay Consultant for the Services performed pursuant to the terms of this Agreement and the “Schedule of Compensation,” attached to and incorporated into this Agreement as “Exhibit B.” City shall pay Consultant an amount not to exceed the amount is 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. Annual Rate and Fees adjustments must be requested in writing and accompanied by information to substantiate the request for price adjustments.

Adjustments are subject to approval by the City. Any allowable request for adjustment must be delivered to the City at least 30 days before the adjusted 766
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prices become effective. No price adjustment allowable under the Contract will be granted retroactively. The City must also be given the benefit of any decline in prices.

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

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

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

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

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

14.TERMINATION OF AGREEMENT. City may terminate this Agreement at any time, with or without cause and without penalty, upon fifteen (15) calendar days’ prior written notice pursuant to Section 22 of this Agreement. Such termination shall be effective on the date specified in the notice, or if no date is specified, then fifteen (15) calendar days from the date of the notice. City shall be liable to Consultant only for work done by Consultant up to and including the date of termination of this Agreement unless the termination is for cause, in which event Consultant need be compensated only to the extent required by law. Consultant may terminate this Agreement at any time during the term of the Agreement by giving the City sixty (60) calendar days’ prior written notice.

15. [RESERVED]

16. INDEPENDENT CONTRACTOR. Consultant is and shall at all times remain, as to City, a wholly independent contractor. Neither City nor any of its employees or agents shall have control over the conduct of Consultant or any of its employees, except as stated in this Agreement. Consultant has and shall retain the right to exercise full control over the employment, direction, means of performance, location, compensation and discharge of all persons assisting Consultant. This Agreement shall not be interpreted to prevent or preclude Consultant from rendering any Services for Consultant’s own account or to any other person or entity as Consultant in its sole discretion shall determine; provided, however, that performing such Services shall not materially interfere with the Services the Consultant shall perform for the City. The City retains the 768
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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 and its employees are not employees of City.

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

17. LAWFUL PERFORMANCE. Consultant shall abide by all federal, state, and local laws and regulations as may be related to the performance of duties under this Agreement. Consultant, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, licenses, and certificates that may be required in connection with the performance of Services under this Agreement.

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

19. STANDARD OF PERFORMANCE; WARRANTY. Consultant agrees to perform all Services required by this Agreement in a professional and competent manner, in accordance with the degree of skill and diligence which is normally employed by reputable professionals performing similar Services under similar conditions in the same or similar locality. Such Services shall also be performed in a manner which is reasonably satisfactory to City Project Manager, or designee (hereinafter the “Project 769
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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 to be provided; and
(3) Has carefully considered how the services and related work should be performed; and
(4) Fully understands the facilities, difficulties and restrictions associated with performance of the services required by this Agreement.

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

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

B. Deliverables. Consultant shall deliver to the City the studies, plans, specifications, or other documents as are identified in the Scope of Services; and Consultant shall, upon completion of all work or termination of this Agreement, submit to the City all information developed in the course of the Consultant ‘s services. Consultant shall, 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, 770
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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.

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

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

A. The provisions of this Subsection apply only in the event that Consultant is a design professional within the meaning of California Civil Code section 2782.8 (“Design Professional”). The term Design Professional, as defined in said section, is limited to licensed architects, licensed landscape architects, registered professional engineers, professional land surveyors, and the business entities that offer such services in 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 772
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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 E” 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 773
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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 “F” attached to this Agreement.

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

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

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

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

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 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 774
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Agreement or subcontractors failure to comply with any of its obligations in connection with this Agreement.

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

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

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.

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32. ASSIGNMENT. This Agreement is for the professional Services of Consultant. Any attempt by Consultant to assign the benefits or burdens of this Agreement without the prior written approval of City shall be prohibited and shall be null and void.

Consultant 's Services pursuant to this Agreement shall be provided by the Consultant’s Designated Representative or directly under his/her supervision, and Consultant shall not assign another to supervise the Consultant 's performance of this Agreement without the prior written approval of City, by and through the City’s Designated Representative.

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

34. REPORTS. Upon request by the Project Manager or as otherwise required by this Agreement, including but not limited to, the Scope of Services 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 776
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publication without prior written approval from the City Manager. This Section shall survive the termination of this Agreement.

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

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

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

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

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

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

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

No verbal Agreement or implied covenant shall be held to vary the provisions of this Agreement. This Agreement shall bind and inure to the benefit of the Parties to this Agreement and any subsequent successors and assigns.

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

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

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

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

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

☐Luis A. Mc Arthur, Mayor1 Date Matthieu Roussillon,Vice President Date ☐Jennifer Hiraoka, Purchasing Manager2

Eric M. Mills,Sr. Vice President 3 Date

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-level managers); or ● For a partnership, the signature of a partner. If the partnership is a limited partnership, the signer must be a general partner.

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

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Agreement No. 32600128

EXHIBIT A

PROFESSIONAL SERVICE AGREEMENT
(CITY of Oxnard and CAROLLO ENGINEERS, INC.)

SCOPE OF SERVICES

PROJECT MANAGER: Omar Ortiz, Project Manager, [email protected] (805) 276-7470

Primary Clarifier Improvements:
● Structural wrap of existing basins
● New odor control system
● Concrete repair
● Improved access
● Pavement replacement
● Removal and replacement of mechanical equipment including center column, center cage, gates, drive motor, rake arms, skimmer blades, pumps, scum box, flushing valves, and associated piping
● Improvements to the Primary Sedimentation Building
● Installation of new MCC, RTUs, and PLC
● Programming of the PLC and operator interface terminals to include the new instrumentation and control equipment
Activated Sludge Tank Improvements:
● Seismic retrofit of existing basins
● Concrete repair
● Isolation valves and gates
● Replacement of existing aeration system, including manifolds and diffusers, feed & effluent gates, stop logs, water pipes, control valve, zone piping, flowmeters, ● Upgrade control valves, probes, meters
● Installation of baffles, membrane diffusers, aeration header piping, submersible mixers
● Upgraded instrumentation and control system
● Improved site lighting

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Agreement No. 32600128

Task 1: Pre-Construction Services

1.1 Constructability Review
● Perform a Constructability Review of the plans, specifications, and estimate (PS&E) package.
● Provide a list of comments, concerns, conflicts, and latent liabilities in the design package.
● Review the reasonableness of the proposed work sequence, scheduling, and lead times for materials and equipment.
● Provide recommendations for any PS&E amendments, additional plan preparation, and/or detailing warranted by the review.
● Meet with City and design team to review comments and recommendations, and follow up on the amended PS&E package.

1.2 Site Conditions Review
● Visit the project site to review existing conditions against plans and proposed design.
● Identify existing features missing from plans that may impact construction. ● Review work sequence, staging areas, vehicle, and pedestrian access points into and through the site. It is crucial to be aware that other contractors may be in the area. Coordinate activities with other onsite contractors. ● Flag conflicts or inconsistencies that are not adequately addressed in plans.

1.3 Testing Services
● Develop material testing and inspection schedules required for the project. ● Provide professional services for material testing, geotechnical, and related special inspections.
● Inspectors shall be certified for the relevant discipline being inspected.

1.4 Pre-Construction Conference
● Organize and host the pre-construction conference with the City, design team, and contractor to introduce the team, and discuss roles and responsibilities, communication protocols, etc.
● Review the status of a ny permits and identify responsible parties for completing them. The CONSULTANT shall ensure work doesn’t commence until the contractor has obtained all required permits.
● Discuss procedures for obtaining temporary facilities, temporary plant shutdowns, work hours, and utility agency and public noticing procedures. ● Review environmental mitigation, monitoring, and reporting requirements.

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Agreement No. 32600128

1.5 Permit Management
● Develop a permit tracking and organization system to identify all necessary permitting requirements, individual forms, and application materials. ● Establish permitting critical path and schedule. Manage and update throughout pre-con and construction phases.

1.6 Funding Support
● The Project is partially funded with a California Clean Water State Revolving Fund (CWSRF) loan.
● Provide staff that is experienced and knowledgeable with CWSRF policies and procedures to assist with reporting and reimbursement requirements.

Task 2: Construction Services

2.1 Project Document Setup and Management
● Employ a Project Management Information System (PMIS) such as ProCore Technologies or equal.
● Provide project setup and invites to all stakeholders. ● Provide PMIS document management and support throughout construction.

2.2 Construction Observation and Oversight
● Provide a full -time construction manager to handle day -to-day coordination and communication as a representative of the City with the City Project Manager, design team, inspectors, and contractor throughout construction. ● A full-time inspector must be present onsite during daily construction activities, or as required by the City.
● Monitor and inspect the contractor’s daily progress for consistency with the Contract Documents and other project requirements.
● Provide daily and weekly progress reports on work completed. ● Provide monthly construction progress reports
● Provide video recording of existing site conditions prior to the start of any construction.
● Provide progress photos and/or video recordings of the project on a regular basis.

2.3 Quality Assurance/Quality Control (QA/QC)
● Provide a written QA/QC Plan for the CONSULTANT’S work products. ● Coordinate with all inspectors and/or testing facilities prior to construction and establish procedures for review and acceptance.
● Establish inspections/testing checklists based on the project scope and schedule. ● Verify that all reviews, certifications, inspections, and testing are performed in accordance with plans and specifications.
● Schedule inspections and tracking of completed and passed/failed inspections. ● The CONSULTANT is responsible for verifying the contractor is complying with their QA/QC Plan.

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Agreement No. 32600128

2.4 Design Clarification / RFI Management / Submittals
● Develop and maintain submittal, shop drawing, and Request for Information (RFI) logs.
● Coordinate and track responses from the Project team. ● Follow through on any design modifications that impact contract scope and schedule.
● Coordinate and confirm redline changes/modifications with contractor, designer, and the City on a monthly basis.

2.5 Schedule Management
● Monitor the construction schedule provided by the contractor including ongoing updates and 3-week look ahead schedules.
● Request updates as appropriate, track delays and accelerations based on actual contractor operations.
● Track schedule slippage and meet with City and contractor to discuss options for mitigation, including acceleration and re-sequencing work to make up for lost time. ● Review the baseline schedule and progress schedules.

2.6 Cost Management
● Produce monthly cost reports to monitor the current and projected final costs of the project.
● Prepare cash flow projections as needed.
● Document information related to manpower, equipment, and time applied to work and added scope items.
● Maintain project cos t flow within the budget including agreements, deadlines, quarterly or other reporting requirements, and reimbursement invoices. If requested, be able to draft such documents on behalf of the City.

2.7 Contract Modifications and Change Orders
● Review change order requests and make recommendations to the City whether they are legitimate.
● Provide cost estimates when needed for change order proposal negotiations. ● Support the City in any discussions/disputes with contractor regarding change orders.
● Review design changes and coordinate with City and/or design team on preparation of engineering estimates for each change. Study alternatives and make recommendations where multiple design options are available. ● Maintain a change order log reflecting the status of each change and total costs of changes.

2.8 Meetings
● Organize and host biweekly progress meetings throughout construction. ● Maintain meeting action items, tracking, and responsible parties. ● Provide updates on project schedule, critical path and otherwise outstanding items.
● Issue meeting notes after each progress meeting.
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Agreement No. 32600128

● Provide additional coordination and meeting time outside of progress meetings for priority action items.

Task 3: Post-Construction Services

3.1 Punchlist and Project Acceptance
● Organize and conduct inspections to document that work is complete and conforms to the project plans/design.
● Prepare and update punch lists as work is completed during each inspection. ● Two levels of project complet ion: Substantial Completion when work or a portion of work is sufficiently complete that the plant may utilize it; or Final Completion - acceptance by the City that the project is completed in full.

3.2 Closeout Records and As-Builts

● Coordinate and transfer contractor markups to the design team for preparation of As-Built drawings.
● Review and coordinate any deviations or discrepancies in As-Builts. ● Compile final plans, reports, test results, correspondence, change orders, RFIs, submittals, warranties, project photos, etc., for the completed project and furnish digital copies to the City.

3.3 Construction Disputes and Claims
● Review contract amendments, claims, and project accounting and approve final payment made to the contractor with physical closeout.
● Provide support to City staff to resolve any disputes with the contractor and/or design team regarding outstanding charges.

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Agreement No. 32600128

EXHIBIT B

PROFESSIONAL SERVICE AGREEMENT
(CITY of Oxnard and CAROLLO ENGINEERS, INC.)

SCHEDULE OF COMPENSATION
[SEE NEXT PAGES]
786
Agreement No. 32600128

787

CITY OF OXNARD
Construction Management for: Primary Clarifier & Activated Sludge Tank Project Level of Effort
Task No. Task Description

1.0 Task 1 - Pre Construction Services 160 160 160 0 0 0 480

1.1 Pre Construction Services 160 160 160 0 480

2.0 Task 2 -Construction Services 140 4,800 1,920 3,840 320 560 11,580

2.1 Construction Services 140 4,800 1,920 3,840 320 560 11,580

3.0 Task 3- Post 0 160 0 0 0 0 160 Construction Services

3.1 Post Construction 160 0 0
TOTAL
Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Rodolfo Garcia 160 160 160 160 160 160 160 160 160 160 160 160 160 160 160 Tamina Jamieson 160 160 160 160 160 160 160 160 160 160 160 160 160 Brad Munson 160 160 160 160 160 160 160 160 160 160 160 160 160 Jaime Burrola 80 80 80 40 4 4 4 4 4 4 4 4 4 4 4
Chris Vasquez 40 80 40 40 80 40
2 3 4 5 6 7 8 9 10 11 12 2
CAROLLO I COST PROPOSAL / JULY 2025
B:\Pursu ts\O cnt24(LAO)\O;,,;nard\G.1&1Svcs'.Prop0�2�\Jndd\Cost Proposan

COST PROPOSAL
Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar 160 160 160 160 160 160 160 160 160 160 160 160 160 160 160 160 0 � <
� 160 160 160 160 160 160 160 160 160 160 160 0
4 4 4 4 4 4 4 4 4 4 4 4 4 4 0
�
ii
3 4 5 6 7 8 9 10 11 12 2 3 4 5 6 i::

Agreement No. 32600128

788
Carollo Engineers, Inc.,
City of Oxnard
Construction Management Services
2025 Fee Schedule
Construction Management Hourly Rates
Senior Construction Managers $332.00 to $363.00
Principal Construction Managers $343.00 to $380.00
Construction Managers $323.00 to $353.00
Resident Project Representative $294.00 to $321.00
Lead Inspectors $252.00 to $275.00
Operations Lead $348.00 to $380.00
Field Professional $232.00 to $254.00
Lead Professional $245.00 to $267.00
Support Staff
Document Processing / Clerical $115.00 to $125.00
Other Direct Expenses – Not Included in Hourly Rates
Travel and Subsistence At Cost
Mileage at IRS Reimbursement Rate $.585 per mile or current IRS rate Subconsultants Cost + 10%
Other Direct Costs
(Printing, office supplies, reproduction) Cost + 10%
Expert Witness Rate x 2.0
Agreement No. 32600128

789
Agreement No. 32600128

EXHIBIT C

PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and CAROLLO ENGINEERS, 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.

INS-A
[SEE NEXT PAGES]

790
Agreement No. 32600128

Exhibit INS-A

INSURANCE REQUIREMENTS FOR CONSULTANTS
(WITH ERRORS AND OMISSIONS REQUIREMENT)

1. Consultant shall obtain and maintain during the performance of any services under this Agreement the following insurance against claims for injuries to persons or damages to pr operty which may arise from or in connection with the performance of services hereunder by Consultant, its agents, representatives, employees or subconsultants.

a. Commercial General Liability Insurance, including Contractual Liability, in an amount not less than $1,000,000 combined single limit for bodily injury and property damage for each claimant for general liability with coverage equivalent to Insurance Services Office Commercial General Liability Coverage (Occurrence Form CG 0001). If a general aggreg ate limit is used, that limit shall apply separately to the project or shall be twice the occurrence amount;

b. Business automobile liability insurance in an amount not less than $1,000,000 combined single limit for bodily injury and property damage for each claimant for automobile liability with coverage equivalent to Insurance Services Office automobile liability coverage (Occurrence Form CA0001) covering Code No. 1, “any auto;”

c. Professional liability/errors and omissions insurance appropriate to Consultan t’s profession to a minimum coverage of $1,000,000, with neither Consultant nor listed subconsultants having less than $500,000 individually. The profes sional liability/errors and omissions insurance must be project specific with at least a one year exten ded reporting period, or longer upon request.

d. Workers’ compensation insurance in compliance with the laws of the State of California, and employer’s liability insurance in an amount not less than $1,000,000 per claimant. Additionally, the workers’ compensation policy shall include a waiver of all rights of subrogation which the insurer may have against the City.

2. Consultant shall, prior to performance of any services, file with the Risk Manager certificates of insurance with original endorsements effecting coverage required by this Exhibit INS -A. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements ar e to be on the attached forms or on other forms approved by the Risk Manager. All certificates and endorsements are to be received and approved by the Risk Manager before commencement of services. City reserves the right to require complete certified copies of all req uired insurance policies at any time. The certificates of i nsurance and endorsements shall be sent via email. If you have not received your request or are having difficulty with electronic upload, contact [email protected]

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

4. Consultant agrees that the commercia l general liability and business automobile liability insurance policies shall be endorsed to name City, its City Council, officers, employees, agents and volunteers as additional insureds as respects: liab ility arising out of activities performed by or on behalf of Consultant; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or automobiles owned, leased, hired or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City, its City Council, officers, employees, agents and volunteers. The General Liability Special Endorsement Form and Automobile Liability Special Endorsement Form attached to this Exhibit INS -A or substitute forms containing the same information and acceptable to the Risk Manager shall be used to provide the endorsements (ISO form CG 2010 11/85 or if not available, CG 2010 with an edition date prior to 01/04 and CG 2037).

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

6. The insurer shall declare any deductibles or self -insured retentions to and be approved by the Risk Manager. At the option of the Risk Manager, either the insurer shall reduce or el iminate such deductibles or self-insured retentions as respects City, its City Council, officers, employees and volunteers, or the Consultant shall procure a bond guaranteeing payment of losses and r elated investigations, claim administration and defense expenses.

7. All insurance standards applicable to Consultant shall also be applicable to Consultant's subconsultants. Consultant agrees to maintain appropriate agreements with subconsultants and to provide proper evidence of coverage upon receipt of a wr itten request from the Risk Manager.

10/25
791
Agreement No. 32600128

INSTRUCTION FOR SUBMITTING INSURANCE CERTIFICATES AND ENDORSEMENT FORMS

Certificates of Insurance

The sample accord form on the following page is provided to facilitate your preparation and submission of certificates of insurance. You may use this or any industry form that shows coverage as broad as that shown on the attached sample. Please note the certificate holder address must be as shown on the attached sample accord form with the contract number and insurance exhibit identification information completed. Improperly addressed certificates may delay the contract start-up date because the City’s p ractice is to return unidentifiable insurance certificates to the insured for clarification as to the contract number. Cancellation provisions must be endorsed to the policy. Modifying the certificate does not change coverage or obligate the carrier to provide notice of cancellation.

Endorsement Forms

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

INS-A.doc

792
Agreement No. 32600128

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

PRODUCER

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

CODE SUB-CODE

COMPANIES AFFORDING INSURANCE COVERAGE

INSURED

COMPANY

LETTER A SPECIFY COMPANY NAMES IN THIS SPACE

COMPANY

LETTER B

COVERAGES

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

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

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

CO
LTR

TYPE OF INSURANCE

POLICY
NUMBER

POLICY

EFFECTIVE
DATE
(MM/DD/YY)

POLICY

EXPIRATION
DATE
(MM/DD/YY)

LIMITS

A

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

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

A

AUTOMOBILE LIABILITY
[x] ANY AUTO

ALL OWNED AUTOS

SCHEDULED AUTOS

HIRED AUTOS

NON-OWNED AUTOS

GARAGE LIABILITY

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

A

EXCESS LIABILITY

UMBRELLA FORM

OTHER THAN UMBRELLA
FORM

EACH OCCURRENCE $

AGGREGATE $

A

WORKERS'

COMPENSATION
AND

EMPLOYERS' LIABILITY

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

A

OTHER
Errors and omissions insurance or malpractice insurance available for the insured's profession

Minimum coverage $1,000,000
Each consultant/ $500,000
& listed sub-consultant

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

CERTIFICATE HOLDER

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

CANCELLATION

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

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

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

AUTHORIZED REPRESENTATIVE

793
Agreement No. 32600128

GENERAL LIABILITY SPECIAL ENDORSEMENT
FOR THE CITY OF OXNARD (the “City”)

SUBMIT IN DUPLICATE
ENDORSEMENT NO.

ISSUE DATE (MM/DD/YY)
PRODUCER POLICY INFORMATION:

Insurance Company:

Policy No.:

Policy Period: (from) (to)
LOSS ADJUSTMENT EXPENSE  Included in Limits
 In Addition to Limits
Telephone:  Deductible  Self-Insured Retention (check which) of $ with an Aggregate of $ applies to
coverage.  Per Occurrence  Per Claim (which) NAMED INSURED

APPLICABILITY. This insurance pertains to the operations, products and/or tenancy of the named insured under all written agreements and permits in force with the City unless checked here  in which case only the following specific agreements and permits with the City are covered

CITY AGREEMENTS/PERMITS

TYPE OF INSURANCE

GENERAL LIABILITY
 COMMERCIAL GENERAL LIABILITY
 COMPREHENSIVE GENERAL LIABILITY
 OWNERS & CONTRACTORS PROTECTIVE

 Claims Made
Retroactive Date
 Occurrence

OTHER PROVISIONS

COVERAGES
LIABILITY LIMITS IN THOUSANDS $

EACH OCCURRENCE AGGREGATE
 GENERAL
 PRODUCTS/COMPLETED OPERATIONS
 PERSONAL & ADVERTISING INJURY
 FIRE DAMAGE


CLAIMS: Underwriter’s representative for claims pursuant to this insurance.

Name:

Address:

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

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

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

SEVERABILITY OF INTEREST. This insurance applies separately to each insured against whom claim is made or suit is brought except with r espect to the company’s limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included.

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

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

SCOPE OF COVERAGE. This policy, if primary, affords coverage at least as broad as:

Insurance Services Office Commercial General Liability Coverage, “occurrence” form CG0001; or If excess, affords coverage which is at least as broad as the primary insurance form CG0001.

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

ENDORSEMENT HOLDER

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

AUTHORIZED REPRESENTATIVE
 Broker/Agent  Underwriter 

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

Signature
(original signature required)
Telephone: ( ) Date Signed:
794
Agreement No. 32600128

AUTOMOBILE LIABILITY SPECIAL ENDORSEMENT
FOR THE CITY OF OXNARD (the “City”)

SUBMIT IN DUPLICATE
ENDORSEMENT NO.

ISSUE DATE (MM/DD/YY)
PRODUCER POLICY INFORMATION:

Insurance Company:

Policy No.:

Policy Period: (from) (to)
LOSS ADJUSTMENT EXPENSE  Included in Limits
 In Addition to Limits
Telephone:  Deductible  Self-Insured Retention (check which) of $ with an Aggregate of $ applies to
coverage.  Per Occurrence  Per Claim (which) NAMED INSURED APPLICABILITY. This insurance pertains to the operations, products and/or tenancy of the named insured under all written agreements and permits in force with the City unless checked here  in which case only the following specific agreements and permits with the City are covered:

CITY AGREEMENTS/PERMITS

TYPE OF INSURANCE OTHER PROVISIONS
 COMMERCIAL AUTO POLICY
 BUSINESS AUTO POLICY
 OTHER

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

Name:

Address:

Telephone: ( )

$ per accident, for bodily injury and property damage.

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

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

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

SEVERABILITY OF INTEREST. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect t o the company’s limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included.

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

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

SCOPE OF COVERAGE. This policy, if primary, affords coverage at least as broad as:

Insurance Services Office Automobile Liability Coverage, “occurrence” form CA0001, code ("any auto"); or If excess, affords coverage which is at least as broad as the primary insurance form referenced in the preceding section (1).

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

ENDORSEMENT HOLDER

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

AUTHORIZED REPRESENTATIVE
 Broker/Agent  Underwriter 

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

Signature (original signature required)
Telephone: ( ) Date Signed
795
Agreement No. 32600128

EXHIBIT D

PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and CAROLLO ENGINEERS, INC.)

[RESERVED]

796
Agreement No. 32600128

EXHIBIT E

PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and CAROLLO ENGINEERS, INC.)

LIVING WAGE POLICY

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

A. Consultant shall compensate any employee of Consultant who provides Services under this Agreement in accordance with the Living Wage Policy, attached hereto and incorporated herein by reference as the Living Wage Policy Exhibit. While this Agreement is in effect, Consultant shall pay such employee no less th an $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 agr ees 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.

797
Agreement No. 32600128

CITY OF OXNARD LIVING WAGE REQUIREMENTS
EFFECTIVE JULY 1, 2024

Consultant shall compensate any employee of Consultant who provides Services under this Agreement in accordance with the Living Wage Policy, attached hereto and incorporated herein by reference as Exhibit E.

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, 2025, and each July 1 thereafter, according to the percentage change in the Consumer Price Index, all items, prepared by the Bureau of Labor Stati stics 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 eff ective October 1, 2002.

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

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

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Agreement No. 32600128

EXHIBIT F

PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and CAROLLO ENGINEERS, INC.)

PREVAILING WAGE

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

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

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

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

4. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages.

Consultant shall, as a penalty to City, forfeit not more than $200 for each calendar day or portion thereof for each worker paid less than the DIR’s determined prevailing rates for the work or craft in which the worker is employed pursuant to this Agreement by Consultant or any subcontractor.

The Labor Com missioner 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 799
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apprenticeable occupations. Before commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within 60 days after concluding the Project, Consultant and each of its subcontractors shall submit to City a verified statement of the journeyman and apprentice hours performed under this Agreement.

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

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, ins tallation or repair work of $25,000 or less or to maintenance work of $15,000 or less.

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

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

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

12. Consultant shall be responsible for each and every one of its subcontractors’ compliance with Chapter 1, the DIR’s rules and regulations, and Labor Code Sections 1860 and 3700. Consultant shall include in the written contract between it and each subcontractor a copy of, and a 800
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requirement that each subcontractor shall comply with, those statutory provisions. Consultant s hall 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 becomin g aware of the failure of the subcontractor to pay its workers the specified prevailing rate of wages, Consultant shall diligently take corrective action to halt or rectify any failure.

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

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EXHIBIT G

PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and CAROLLO ENGINEERS, INC.)

IRAN CONTRACTING CERTIFICATION

[SEE NEXT PAGE]

802
Agreement No. 32600128

803
City Council
December 02, 2025
Tim Beaman, P.E.

Assistant Director of Public Works
Agreement 32600128 with Carollo Engineers, Inc.
for Construction Management and Inspection
Services for the Primary Clarifiers and Activated
Sludge Improvements Project PW 21-17
804
RECOMMENDATION 2
That the City Council approve and authorize the Mayor to execute an Agreement with Carollo Engineers, Inc. for an initial term of three years from December 3, 2025, to
December 2, 2028, with the option for two consecutive one- year period extensions ending December 2, 2030, for a total amount not to exceed $3,781,680 for Construction
Management and Inspection services for the Primary Clarifiers and Activated Sludge Tank Improvement Project PW 21-17. 805
• The 2017 Public Works Master Plan identified primary clarifier and activated sludge upgrades as high-priority needs.
• Primary Clarifiers - converted from dissolved air flotation tanks in 1975 have exceeded their useful life of 25-30 years.
• Activated Sludge Tanks - constructed in 1990 with most and have surpassed their useful life of 25-30 years.
• December 2024 Brown and Caldwell completed the final design of the primary clarifiers and activated sludge tanks
• Includes: new aeration piping, diffusers, odor control, equipment replacement, structural repair, and process improvements • Will allow for the future demolition of the trickling filters, which was listed as a top priority in the 2017 Public Works Master Plan BACKGROUND 3
806
Activated Sludge Tanks
BACKGROUND 4
807
Primary Clarifiers
BACKGROUND 5
808
• Request for Proposal (RFP) PW 25-135 for Construction Management and Inspection Services for the Primary
Clarifiers and Activated Sludge Tank Improvement Project • Released May 21, 2025
• Due date July 8, 2025
• The RFP was directly sent to 14 firms and published on www.publicpurchase.com and the City’s website
• RFP PW 25-135 received 2 proposals
• The selection committee consisted of the following: Public Works Project Manager and two Utility Project Managers
DISCUSSION 6
809
• Staff ranked the two proposals based on the following criteria:
• Company profile/qualifications
• Assigned staff
• Project experience
• Project approach and understanding
• Level of effort
• Carollo Engineers, Inc. was determined to be the highest ranked and experienced proposer
DISCUSSION 7
810
DISCUSSION 8
The scope of work includes:
• Project management
• Data review
• Condition assessment
• Construction oversight/
QA/QC
• Design clarification
• Review of submittals
• Cost and schedule
management.
811

FINANCIAL IMPACT
• The total cost for this Agreement with Carollo Engineers, Inc. Construction and Management services for the
Primary Clarifiers and Activated Sludge Improvements
Project shall not exceed $3,781,680 over the five-year
term, if extended all years.
• There are sufficient budgeted funds available in this Project (C1814) in the Wastewater Capital Fund (612),
funded from the Wastewater Fund (611) to cover this
project cost.
9 812
End of Presentation
813

CITY COUNCIL AGENDA REPORT

REPORTS
AGENDA ITEM NO. N.3

DATE: December 2, 2025

TO: City Council

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

SUBJECT: Fifth Amendment to Professional Services Agreement A-8294 with Brown and Caldwell for Primary Clarifiers and Activated Sludge Basins Improvement Project PW 21-17.

RECOMMENDATION

That the City Council approve and authorize the Mayor to execute a Fifth Amendment to a Professional Services Agreement with Brown and Caldwell to increase the not-to-exceed amount from $1,349,868 to $2,609,075 and extend the term to June 30, 2028, for additional engineering services during construction required for the Primary Clarifiers & Activated Sludge Improvements PW 21-17.

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

Please click the following link to view the required Measure M pre-recorded presentation video:
https://youtu.be/DG3JRUb9HPc

BACKGROUND

The City of Oxnard owns and operates a Water Resource Recovery Facility (WRRF) located at 6001 Perkins Road in Oxnard, California. The facility is a conventional secondary treatment, activated sludge plant, with a design capacity of

31.7 million gallons per day (MGD). The liquid stream processes at the WRRF include screening, grit removal and pumping, primary clarification, interstage pumping, trickling filters, activated sludge treatment, secondary settling, flow equalization, disinfection, and effluent pumping.

The 2017 Public Works Integrated Master Plan identified the rehabilitation and upgrade of the primary clarifiers and activated sludge process as a high priority. The primary clarifiers were converted from dissolved air floatation tanks in 1975. The mechanical equipment has long exceeded the intended useful life of 25-30 years. The activated sludge tanks were constructed in 1990 and most of the mechanical equipment was procured from a manufacturer that is no longer in business and replacement parts are unavailable.

On March 16, 2021, the City Council approved Agreement A-8294 with Brown and Caldwell, in the amount of $843,344, for design services for the Primary Clarifiers and Activated Sludge Tanks Improvement Project. The initial scope of work included the development of a preliminary design report, design drawings, specifications, and a preliminary cost estimate.

On January 18, 2022, the City Council approved the First Amendment to Agreement A-8294 with Brown and Caldwell, in the amount of $330,069, for additional design services for the Primary Clarifiers and Activated Sludge Tanks Improvement Project. The amended scope of work included additional structural assessment and design, increased odor control, and treatment modeling for the decommissioning and eventual demolition of the trickling filters.

On December 7, 2022, the City Council approved the Second Amendment to this same Agreement in the amount of 814
$39,060, for additional design services for the Primary Clarifiers and Activated Sludge Tanks Improvement Project. The amended scope of work included additional design for the primary clarifier programmable logic controller and coordination with the ongoing OWTP Reliability Project.

On July 5, 2023, the City Council approved the Third Amendment to this same Agreement in the amount of $137,395 for additional design services for the Primary Clarifiers and Activated Sludge Tanks Improvement Project. The amended scope of work included additional design for the primary clarifier building and underground pipework due to the failure of the primary effluent underground pipe.

On October 4, 2024, the Purchasing Agent approved the Fourth Amendment to this same Agreement, amending the term date through March 15, 2026.

Capital Improvement Program (CIP) Reference:

Project No. C1814 - Wastewater OWTP: Primary Clarifiers and Activated Sludge Improvements - CIP 2025-2029 - Adopted June 4, 2024 - Page 154.

DISCUSSION

Brown and Caldwell completed the design in December 2023; however, due to ongoing construction for the OWTP Reliability Project, staff delayed advertising the project construction to accommodate the capacity of the Project Manager and avoid practical and operational complications with multiple contractors working in the same areas of the WRRF. The Notice Inviting Formal Bids for the Project was published on June 26, 2025, and all bids were due on October 9, 2025.

During the bid process, Brown and Caldwell responded to over 200 requests for information (RFIs) and is in the process of integrating changes into the conformed set of drawings and specifications. The scale and complexity of this Project, along with the lessons learned from the OWTP Reliability Project, require a significant amount of involvement from the engineer of record during the construction phase. The scope of work for this amendment includes responding to requests for information, reviewing submittals, reviewing change orders, and addressing design changes due to unforeseen field conditions, as further explained below. Additionally, the improvements to the activated sludge process will change the existing treatment process. Brown and Caldwell will supply industry experts to assist during start-up and commissioning to ensure that the treated effluent is in compliance with the WRRF NPDES discharge permit.

Since the completion of the design, the primary effluent underground pipework has failed in another location. The pipe was not fully submerged and hydrogen sulfide had deteriorated the top of the pipe, similar to the failure that triggered the Third Amendment of this agreement. The Wastewater Division has done additional assessment by exposing some of the underground pipework; however, it is not cost-effective or practical to expose all of the underground pipework for inspection. This amendment will allow the engineer of record to address existing conditions of the underground pipework as they arise during construction and is essential for providing timely responses to potential field changes. Engaging a different engineering consultant at this stage would be inefficient, costly, disruptive to the project timeline, and could bring uncertainty to the liability and responsibility held as the engineer of record. Additionally, this amendment is based on time and materials and the Wastewater Division will only be invoiced for services that are required.

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 amount of this Fifth Amendment to Agreement A-8294 with Brown and Caldwell shall not exceed $1,259,207 with a new not-to-exceed contract amount of $2,607,075 for professional design services. The Primary Clarifiers and Activated Sludge Basins Improvement Project No. C1814 has available appropriations of approximately $23.1 million from the Wastewater Fund (611) to fund this agreement.

COMMITTEE OUTCOME

815
This item did not originate in Committee as this is a capital improvement project specifically listed in the City's Capital Improvement Program budget, which was previously approved by the City Council.

Prepared by: Timothy Beaman, Assistant Public Works Director

ATTACHMENTS

1. A-8294 Fifth Amendment

2. A-8294 Original, First, Second, Third and Fourth Amendments

3. Presentation

816

FIFTH AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT (V-01-17-19) Agreement No. A-8294

FIFTH AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT

This Fifth Amendment (“Fifth Amendment”) to the Professional Services (“Agreement”) is made and entered into in the County of Ventura, State of California, this ______ day of __________, 20___, by and between the City of Oxnard, a municipal corporation (“City”), and Brown and Caldwell (“Consultant”). This Fifth Amendment amends the Agreement entered into on March 16, 2021, by City and Consultant. The Agreement previously has been amended on January 18, 2022, by a First Amendment, on December 7, 2022, by a Second Amendment, and on July 5, 2023, by a Third Amendment, and October 4, 2024 by Fourth Amendment.

City and Consultant agree as follows:

1. In Section 6 of the Cover Page of the Agreement, the total agreement amount is hereby amended to a not to exceed amount of $2,609,075.00

2. The number of calendar days in Section 4 of the Cover Page of the Agreement is hereby amended to “2,664.”

3. The date on Section 5 of the Cover Page of the Agreement will be amended to “June 30, 2028.”

4. The reference to the Scope of Services Exhibit everywhere it is listed both on the Cover Page and in the Agreement is hereby amended to the Scope of Services Exhibit December 2025. The Scope of Services Exhibit is hereby disincorporated; instead, the Scope of Services Exhibit - December 2025 Exhibit is attached hereto and incorporated herein by this reference.

5. The reference to the Rates and Costs Exhibit everywhere it is listed both on the Cover Page and in the Agreement is hereby amended to add also the Rates and Cost - December 2025. The Rates and Cost - December 2025 Exhibit is attached hereto and incorporated herein by this reference.

6. As so amended, the Agreement remains in full force and effect

[Signatures on next page]
817
Agreement No. A-8294

FIFTH AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT (V-01-17-19)

IN WITNESS WHEREOF, the parties hereto have executed the Amendment on the date first written above.

CITY OF OXNARD BROWN AND CALDWELL

☐Luis A. Mc Arthur, Mayor1 Date Adam Zacheis, Vice President Date ☐Libertad Macias, Purchasing Agent 2

Robert D. Goodson, Secretary3 Date
ATTEST:

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

APPROVED AS TO FORM:

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

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

If the company has a different structure, or if the above-listed persons are not the appropriate signers, please submit to the City Attorney legally-binding documentation stating who can sign and bind your company. 818
Agreement No. A-8294

FIFTH AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT (V-01-17-19)

Scope of Services Exhibit – December 2025

This work includes the design, specifications, and bid documents for the Oxnard Wastewater Treatment Plant (OWTP) Primary Clarifiers and Activated Sludge Basins Improvement Project (Project).

Task 1: Program Management

1. Project Management. Consultant shall coordinate all efforts of the Project Team including representatives from the City of Oxnard Public Works (City). The Consultant shall facilitate regular Project progress meetings and provide monthly written updates on the Project status and budget.

2. Project Kick-off Meeting. At the commencement of the Project, the Consultant shall facilitate a “kick-off" meeting with the City’s engineering and operations staff to discuss the scope and parameters of the Project. The Consultant shall prepare and distribute a draft agenda in advance of the meeting for review and comment by the City. The Consultant shall prepare and distribute meeting minutes within three (3) business days of the meeting. The Consultant shall assume three (3) hours for the kick-off meeting with staff members.

3. Progress Meetings. Consultant shall attend monthly meetings at the City for the duration of the project and budget for eight meetings. As part of the effort, the Consultant is responsible for developing meeting information and agenda prior to the meeting and meeting minutes within three (3) business days following the meeting with complete action tracking log. The Consultant shall assume two (2) hours for each meeting.

4. Project Schedule. Consultant shall develop a project schedule at the beginning of the project that covers preliminary design, recommendations, design drawings, specifications, construction cost estimate, bid documents, and bid/award support services.

Project schedule shall be submitted with the proposal and shall be updated within two (2) weeks of the kickoff meeting.

5. Project Communication. Consultant shall develop a communications protocol to be followed by all team members to be submitted within one (1) week of starting the project.

Communication protocol will include standard project communication as well as emergency communication protocols.

6. Project Coordination. Consultant shall coordinate all of the services of sub-consultants including site visits, site inspections, and shall ensure coordination with the City operations and engineering staff and other interested parties as outlined by the City.

7. Quality Assurance and Quality Control (QA/QC). The Consultant shall develop a QA/QC plan, to be followed for all submittals, within two (2) weeks of starting the project. The plan shall include the staff who are responsible for reviewing design and documentation as well as the means for integrating review comments from the City.

8. Monthly Invoicing. The Consultant shall submit invoices on a monthly basis with all supporting documentation in a format acceptable to the City. Invoices requiring amendment shall be dated according to when the revised invoice is delivered to the City.

Invoices shall be delivered electronically to the Project Manager and to [email protected].

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AGREEMENT FOR PROFESSIONAL SERVICES (V01/29/15)
3 Task 2: Data Gathering, Site Visit, and Preliminary Design Report The Consultant shall create a preliminary design report (PDR) equivalent to the 30% design level, for both the activated sludge basins and the primary clarifiers, which includes various components such as design criteria, process design, structural, mechanical, electrical, and instrumentation and control design, and construction cost estimates. The PDR shall include a summary of design assumptions and design points. The Consultant shall review existing record drawings, reports, condition assessments, and design drawings currently in development to further understand the existing conditions. The City has several past reports completed by different consultants regarding the condition and proposed improvements of the activated sludge basins and the primary clarifiers. The Consultant will be provided with copies of these reports for review and possible acceptance, understanding that the PDR developed as part of this project shall comply with current seismic code and be stamped by a professional engineer accepting responsibility for its contents. In addition, the Consultant shall interview Operation’s Staff on how each process is currently operating. The Consultant shall undertake a field visit to collect information required to produce a PDR. Specific project scope elements, which are to be evaluated in the PDR and ultimately incorporated into the final design and bid documents, include the following:

1. Primary Clarifiers
A. Structural Design: Consultant shall develop a 30% structural design based upon previous reports and their own assessment. Design shall incorporate seismic retrofitting, concrete and reinforcement repair, crack repair, material design, types and strengths, coating requirements, and anchoring. Access, including outlet box, stairways, bridges, ladders, grating, and walkways shall be included as part of the structural design. The design shall include roof replacement, structural improvements, and paint for the Primary Clarifier Building.

B. Mechanical Design: The mechanical design shall include, but not be limited to primary effluent pipework, sludge and scum pipework, isolating valves, odor control, sludge scraper/skimmers, scraper frame, scraper drive mechanism, primary sludge pumps, and primary scum ejector pump. The launders, launder supports, and bridges 2 &4 were replaced in May 2020 and must be protected in place as part of this design, unless replacement is required where weir boxes are eliminated.

C. Electrical Design: The Consultant shall develop a 30% electrical design based upon the criteria and findings from the above tasks. The design shall consider available power, location of power source, and controllers. The Consultant shall provide a single-line diagram as part of the 30% submittal.

2. Activated Sludge Basins
A. Structural Design: Consultant shall develop a 30% structural design based upon previous reports and their own assessment. Design shall incorporate seismic retrofitting, concrete and reinforcement repair, material design, types and strengths, coating requirements, and anchoring.

B. Process Design: Complete initial process design utilizing operational requirements. Initial process design shall include major design parameters including biological loading analysis, water quality requirements, and the future demolition of the bio-towers. The Consultant shall provide associated process flow diagrams and process and instrumentation diagrams. The Consultant shall 820
Agreement No. A-8294
AGREEMENT FOR PROFESSIONAL SERVICES (V01/29/15)
4 model three options for aerobic and anaerobic zones within the Activated Sludge Basins.

C. Mechanical Design: Mechanical design criteria shall be developed based on the process requirements and existing hydraulic conditions. The mechanical design shall include, but not be limited to, isolating valves and gates, aeration piping, suitability of existing blowers, aeration control valves, metering/control devices, diffusers (type, manufacturer, and quantity), analyzers and sensors.

D. Electrical Design: The Consultant shall develop a 30% electrical design based upon the criteria and findings from the above tasks. The design shall consider lighting, control valves, sensors, available power, and location of power source.

The Consultant shall provide a single-line diagram as part of the 30% submittal.

E. Instrumentation and Control Design: Consultant shall provide an instrumentation and control design based on the new SCADA design and interviews with staff to determine the most efficient long-term operational strategies and instrumentation and control design. The narrative shall also include a description of start-up process, continuous operation, proposed interlocks, and other control expectations/requirements.

3. Preliminary Construction Schedule: The Consultant shall include a preliminary construction schedule indicating the proposed sequence of work, durations, critical milestones, logic ties, and critical path.

4. List of Drawings and Specifications: The preliminary design submittal shall include a list of anticipated technical specifications and drawings for all aspects of the facilities construction including civil, structural, mechanical, demolition, and electrical and instrumentation.

5. Proposed Construction Sequencing: The Consultant shall provide a proposed construction sequencing that will support an optimum construction schedule. Factors to consider include, but are not limited to, the ability to continuous operation of the activated sludge basins and primary clarifiers.

Deliverable
The PDR shall be organized with separate sections for the primary clarifiers and activated sludge basins. Each section or subsection shall fully document the options considered, analysis performed, references used, assumptions made, basis of design assumptions, Consultant’s recommendations, and basis of the recommendations. Each section and subsection of the PDR shall be presented in the format of a narrative report with figures, tables, flow diagrams, and other exhibits and to sufficient detail to allow the City to fully understand the design intent and long-term operational requirements. The PDR shall be submitted in editable electronic Word version of the draft PDR report, including 11 x 17 schematic drawings and preliminary cost estimates for the City’s review.

Task 3: Permitting
The Consultant shall develop a Permit Plan for the project. The Permit Plan will identify all permits required for the design and construction. The Permit Plan shall include, at a minimum, the following:

1. Coastal Development Permit.

2. Ventura County Air Pollution Control District.
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AGREEMENT FOR PROFESSIONAL SERVICES (V01/29/15)
5 3. The Consultant shall perform and prepare all required CEQA documentation (i.e., CEQA checklist, initial study, notice of preparation, etc.) and supporting environmental information (i.e., Categorical Exemption, Negative Declaration, Environmental Impact Report, etc.). The Consultant shall be responsible for all public notices, mailings and filing fees. For budgetary purposes, Consultant shall include $30,000 in its budget for a categorical exemption, negative declaration, or mitigated negative declaration as a total estimate for the permitting work. The Consultant shall be responsible for all CEQA documentation, and shall incorporate any mitigation required by an environmental determination into the facility design.

4. All permits deemed to be the responsibility of the City shall be obtained by the Consultant on the City’s behalf. The City will provide payment for all permit fees.

Task 4: 50% Design Services
The Consultant shall create a design, equivalent to the 50% design level, incorporating the approved basis of design and recommendations presented in the PDR. Under this subtask, the bulk of the preliminary design work shall be completed. The Consultant shall produce the following 50% design deliverables:

1. Title Sheet
• Vicinity and location maps with contacts
• Table of Contents
• Drawing index, general notes, symbols, abbreviations, and legends • Standard Details

2. Demolition:
• Site Plan
• Removal Plans
• Details
• Protection Requirements
• Asbestos and Harmful Materials Testing

3. Structural
• Structural Plans and Sections
• Concrete Repair and Rehabilitation
• Reinforcing Details
• Full Section Cuts
• Material Specifications
• Connection and Anchoring Details
• Elevations

4. Process Design
• Full process diagrams
• Instrumentation diagrams

5. Mechanical Design
• Mechanical plans including coordination with structural, electrical, and instrumentation & controls
• Equipment layout plans
• Blowers
• Piping plans and elevations
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AGREEMENT FOR PROFESSIONAL SERVICES (V01/29/15)
6 • Primary Clarifier Underground Pipework Modifications: Develop and prepare the design to install one bypass pipeline from the 33” WW pipeline located north of Primary Clarifier No. 1 to the 30” Primary Clarifier Influent pipeline, including the development details and direction for the Contractor to cut and intertie the existing pipes.
• Pipe support details
• Diffusers
• Primary sludge pumps
• Primary scum ejector pumps
• Odor control
• Weir covers
• Materials specifications
• Equipment specifications
• Coating specifications

6. Electrical Design
• Preliminary electrical loading and demands
• Preliminary electrical equipment layout plans
• Electrical single line diagram
• Preliminary cable and conduit schedule
• Panel schedule

7. Specifications
• Preliminary technical specification with draft text in all sections

8. Construction Cost Estimate
• The Consultant shall prepare an estimate of probable construction cost for the 50% design package. The cost estimate shall be transmitted along with the S0% design package.

Deliverable
50% design package shall include three (3) hardcopies of 22’ x 34” plans and specifications along with electronic versions.

Task 5: Final Design Services

1. 90% Design: Drawings and specifications from the preliminary design phase shall be modified to account for any remaining design changes as a result of the preliminary (50%) design review. At the end of the 90% design phase, drawings and specifications shall be complete. The following tasks are to be completed:
• Demolition plans and details
• Structural drawings and details – Update structural design to 2022 CBC • Mechanical drawings and details
• Electrical drawings (equipment, instrumentation) and details – Update PLC for activated sludge tanks to accommodate addition I/O.
• Instrumentation and control drawings
• Complete Specifications
• Construction cost estimate

Deliverable
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7 90% design package shall include three (3) hardcopies of 22” x 34” plans and specifications along with electronic versions.

2. Final Design Submittal: During the final design phase, final comments from the 90% design submittal shall be incorporated into the drawings and specifications. This final submittal will not be reviewed by the City and will be considered the bid set. Tasks include:
• Production of final engineering drawings
• Production of final engineering specifications
• The Consultant shall prepare an estimate of probable construction cost for the 100% design package. The cost estimate shall be transmitted along with the final 100% design package.

Deliverable
Final drawings shall be signed and sealed by a professional civil engineer registered by the State of California. The Consultant shall provide three (3) sets of 11” x 17” drawings, three (3) sets of 22” x 34” (D Size) drawings, four (4) sets of specifications, and one (1) electronic copy in PDF format of the final design package for bid purposes. All drawings shall be prepared using a version of AutoCAD 2018 or later and .dwg files be delivered to the City as part of the final submittal.

Task 6: Bid Phase Services
The Consultant shall provide assistance to the City during the project advertisement and award period. Bid phase assistance shall include, at a minimum, the following:

1. Response to requests for information (RFIs) and requests for clarification (RFCs) received during the bid period. Consultant shall provide a written response to questions within two (2) business days of questions received during the bidding period. The responses shall be provided in short memorandum format with the question and response shown.

2. Attendance and participation in the mandatory pre-bid meeting.

3. The Consultant shall incorporate all addenda issued during the Bid Period into a conformed set of contract documents.

Task 7: Construction Phase Services
Engineering services during construction (ESDC) shall include, at a minimum, the following:

1. Preconstruction Meeting: Attendance and participation in the Pre-Construction Meeting.

2. Project Progress Meetings: Attendance and participation in the Monthly Project Progress Meetings with the City and the Construction Manager to discuss the status of the Project and potential Project issues. The Consultant shall budget two (2) hours for each Project Progress Meeting, and one (1) hour travel time to and from meeting for a total of three 3 hours. The Consultant shall budget for a 28-month duration for the construction phase.

3. Submittal Review: Consultant shall review all shop drawing and material submittals transmitted by the construction contractor. The Consultant shall budget for a total of 20 submittals and a minimum of three 3 hours for the first review. The Consultant shall budget for 25% of all submittals will require a resubmittal and additional review with a minimum of 1.5 hours budgeted for each resubmittal.

4. Change Order Review: Consultant shall review all change order requests submitted by the construction contractor. The Consultant shall review each request and make a formal 824
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8 statement regarding entitlement and the merit of the contractor’s request. The Consultant shall budget for three change order requests to be submitted during the construction phase. The Consultant shall budget a minimum of eight (8) hours for each change order request.

5. Project Close-out: The Consultant shall assist in the development of Project punch lists and coordinate the delivery of all Project-related documentation.

6. Record Drawings: The Consultant shall prepare a record drawing set based on the red- line drawings submitted by the construction contractor. The record drawings shall be prepared using a version of AutoCAD 2018 or later and shall be transmitted.to the City within 30 calendar days of receipt of the contractor’s red-line drawings. Electronic copies of the record drawings shall be submitted to the City in both AutoCAD and PDF formats.

In addition, the Consultant shall submit three (3) hard copies of the record drawings on 22” x 34” bond paper.

Task 8: Start-up and Commissioning
Assist the Construction Manager during project commissioning. This will include planning for startup and preliminary activities such as clean water testing, the start-up and performance testing of the critical equipment, start-up of basins after modifications are complete, and start-up of process changeover.

1. Testing and Commissioning Meetings:
a. At the request of City's representative, Consultant will attend scheduled commissioning meetings on site. Attendance at four (4) separate meetings is anticipated. CONSULTANT will not be responsible for the preparation of meeting agendas or minutes. Meetings will be attended by the Design Manager, Project Engineer, and Start-up Specialist. It is assumed that each on-site meeting will be held for a duration of 4 hours plus travel time and planning.

2. On-Site Commissioning Support:
a. At the request of City's representative, CONSULTANT will assist the City PM or Construction Manager, as needed, during project commissioning, including the start-up and performance testing of the new anaerobic-oxic process, flow splitting and related equipment. Refer to Paragraph 01 91 00-3.05 for testing requirements.

The following project activities are included in this task:
i. Aeration equipment installation and startup - 1 trip for 2 days (16 hours) ii. Initial anaerobic-oxic basin sequential filling and startup - 1 trip for 1 week (40 hours)
iii. Final process switchover and acceptance testing - 3 trips for 2 days each (48 hours)
iv. For the tasks above it is assumed that CONSULTANT will provide support services and not provide test witnessing.

3. Remote Commissioning Support:
a. For all other commissioning activities' support services related to the ASTs, CONSULTANT has assumed 120 hours of remote assistance during this phase of the project. These services may include support of City PM or Construction Manager on commissioning related decisions, troubleshooting, and staff questions and readiness matters.
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9 4. On-Site Training:
a. While the Contractor will be responsible for providing training on new equipment, it is anticipated that the City may desire overall training on the new process operation. Under this task, CONSULTANT will provide operator training of overall system components to complement vendor training/in- stalled equipment. Consultant will develop the final class curriculum for City approval at least 2 months prior to the scheduled training for final review and acceptance.

Systems training will be conducted by Consultant for the City Operations and Maintenance (O&M) staff at training facilities to be provided by the Construction Manager or City. The instructor will be one of our senior O&M specialists familiar with the design, construction and startup intent of the system. The intent of the training is to educate staff on how individual new components operate together at the system level to achieve its intended final design purpose.

Systems training is a classroom course, supplemented by a field walkthrough at the end of the class, to provide reinforcement to staff on where major components are located and how they are intended to be operated together as a system. Interim or phased operating scenarios are not included in this training. Video or other electronic recording of these sessions is not included; however, one of the training sessions may be given in a noise-controlled setting if the client requests others to record and edit the session for future operator re-training. The system training will be delivered at or near the conclusion of the vendor training. Standard operating procedures development or training are not included as part of the systems training.

Consultant will prepare training materials and provide one week of systems training by an operations specialist and process engineer for City staff on operating the new process in addition to the training provided by the Contractor.

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10 Rates and Cost Exhibit – December 2025

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City Council
December 2, 2025
Tim Beaman, PE
Assistant Director of Public Works
Fifth Amendment to Agreement A-8294 with
Brown and Caldwell for Primary Clarifiers and
Activated Sludge Basins Improvement Project
PW 21-17
883
RECOMMENDATION 2

That the City Council approve and authorize the Mayor to execute a Fifth Amendment to a Professional Services
Agreement with Brown and Caldwell to increase the
not-to-exceed amount from $1,349,868 to $2,609,075 and
extend the term to June 30, 2028, for additional engineering services during construction required for the Primary Clarifiers & Activated Sludge Improvements PW 21-17.
884
BACKGROUND 3
• Original scope of work for the design phase included in-kind replacement of mechanical equipment for the Primary Clarifiers and Activated Sludge Tanks at the OWTP, additional odor control, and outlining of required seismic improvements based upon the Integrated Master Plan• The First Amendment included additional structural analysis of existing structures, additional underground pipework, hydraulic modeling of the treatment process, additional odor control, and pavement repair. 885
BACKGROUND 4
• The Second Amendment included additional input/output for the programmable logic controller (PLC) and supervisory control and data acquisition (SCADA) equipment for the Primary Clarifiers. • The Third Amendment included included additional design for the primary clarifier building and underground pipework due to failure of the primary effluent underground pipe
• The Fourth Amendment extended the term date through March 15, 2026
886
DISCUSSION 5
• The scale and complexity of this Project require a significant amount of involvement from the engineer of record during the construction phase. • Experts for start-up and commissioning of a new treatment process. • Unforeseen field conditions and lessons learned from the OWTP Reliability Project.
• Since the completion of the design the primary effluent pipe has failed in a second location.
887
DISCUSSION 6
888
FINANCIAL IMPACT 7
• Total amount of this Fifth Amendment to Agreement
A-8294 with Brown and Caldwell shall not exceed
$1,259,207 with a new not to exceed contract amount of
$2,607,075 for professional design services.
• The Primary Clarifiers and Activated Sludge Basins
Improvement Project No. C1814 has available
appropriations of approximately $23.1 million from the
Wastewater Fund (611) to fund this agreement.
889

QUESTIONS
8 890