Oxnard City Council
May 5, 2026

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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: [RESERVED]

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 Abebaw Anbessaw
Title Engineer Division Manager
Phone 805-385-7675
Email [email protected]
Address 305 West Third Street, East
Wing, Third Floor, Oxnard, CA 93030
Consultant Designated Representative
Name Gino Filippin
Title President
Phone 805-845-4602
Email [email protected]
Address 354 S Fairview Ave, Suite D,
Goleta, CA 93117

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

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

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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.

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

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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.

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

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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. [INTENTIONALLY OMITTED]

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

Consultant and its employees, subconsultants, and agents have no authority, express or implied, to act on behalf of City in any capacity, to incur any debt, obligation or liability on behalf of City, bind City in any manner, or otherwise act on behalf of City as an agent. Consultant and its employees are not employees of City.

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

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

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

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

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.

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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, 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

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term of this Agreement and for a period of two (2) years after the termination of this Agreement.

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

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

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

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

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A. The provisions of this Subsection apply only in the event that Consultant is a design professional within the meaning of California Civil Code Section 2782.8 (“Design Professional”). The term Design Professional, as defined in said section, is limited to licensed architects, licensed landscape architects, registered professional engineers, professional land surveyors, and the business entities that offer such services in accordance with the applicable provisions of the California Business and Professions Code.
(1) Notwithstanding the provisions of Section 23 above, to the extent that the services to be provided under this Agreement are those of a Design Professional, Consultant's duty to indemnify, hold harmless, and defend the City Indemnitees shall be limited to the extent that any Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, its officers, agents, employees or subconsultants in the performance of the services described in this Agreement.
(2) In no event shall the costs of defense charged to Consultant exceed the Consultant’s proportionate percentage of fault, except as otherwise set forth in said Civil Code Section 2782.8, the provisions of which are incorporated into this Agreement by this reference. Nothing in this Subsection b shall be construed to require Consultant to provide indemnification for Claims caused by the active negligence or willful misconduct of the City Indemnitees
B. The City does not and shall not waive any rights that it may have against Consultant under this section, because of the acceptance by the City, or the deposit with the City, of any insurance policy or certificate required pursuant to this Agreement. The hold harmless and indemnification provisions of this Section 23 shall apply regardless of whether said insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost, or expense described herein.

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

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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 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. [RESERVED]

28. SUBCONTRACTING. If Consultant requires the assistance of a subcontractor to render any Services under this Agreement, Consultant shall obtain prior written

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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 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

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permitted to file a legal action without first meeting in mediation and making a good faith attempt to reach a mediated settlement. The mediation process, once commenced by a meeting with the mediator, shall last until Agreement is reached by the Parties but not more than sixty (60) calendar days, unless the maximum time is extended in writing by both Parties.

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

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

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

34. REPORTS. Upon request by the Project Manager or as otherwise required by this Agreement, including but not limited to, the Scope of Services 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

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shall be responsible for immediately obtaining those records or other written material from its subcontractors upon a request by the State Auditor and/or City.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

CITY OF OXNARD FILIPPIN ENGINEERING, INC.
☐Luis A. Mc Arthur, Mayor1 Date Gino Filippin, President Date ☐Libertad Macias, Purchasing Manager2
Lyle Nemeth, CFO3 Date
ATTEST:

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

Stephen M. Fischer, Date
City Attorney (always required)
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. 2 The Purchasing Agent may execute any authorized agreement up to $220,000. 1 The City Council must authorize and the Mayor must execute any agreement over $220,000.

4/8/26
4/8/2026
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EXHIBIT A

PROFESSIONAL SERVICE AGREEMENT
(CITY of Oxnard and Filippin Engineering, Inc.)

SCOPE OF SERVICES
PROJECT MANAGER: Tamara Flynn
This work program includes a series of tasks for Construction Phase Services related to the Arterial Street Resurfacing - Oxnard Blvd., 5th St, Saviers Rd, & Ventura Rd Project.

Task 1 Program Management

1. Project Management: The purpose of this task is to establish and maintain effective project management and communication throughout the project. The CM shall coordinate all work efforts of the Project Team including representatives from the City and shall facilitate regular Project progress meetings and provide regular updates on the Project status and budget. The CM shall become familiar with City processes, procedures, and objectives to provide services and assistance as directed by City staff. The CM shall work under the direction of the City Project Manager, develop and maintain open lines of communications and cooperation between City staff, CM staff, contractors, and the public.

2. Project Kick-off Meeting: At the commencement of the Project, the CM shall facilitate a "kick-off" meeting with the City to discuss the scope and parameters of the Project. The CM shall prepare and distribute a draft agenda in advance of the meeting for review and comment by the Project Manager. Specific Project goals will be identified and a strategy to accomplish these goals will be developed during the kick-off meeting. The CM shall prepare and distribute meeting minutes within two (2) working days of the meeting.

3. Progress Meetings: The CM shall conduct bi-weekly progress meetings with the City for the duration of the project. The CM shall prepare an agenda that will include topics such as safety, RFI, submittals, change order, schedule, and construction progress. The CM shall be responsible for preparing and distributing meeting minutes from each meeting. Meeting minutes shall be in a format acceptable to the City's Project Manager and shall be distributed within two (2) working days of the project meeting. Project progress meetings will be held online. At least monthly, the CM will present a summary of the monthly progress reports and discuss outstanding or upcoming project issues with the City.

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4. Monthly Invoicing: The CM 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]

5. CM Plan: The CM shall prepare a CM Plan utilizing the final conformed, contract documents that will include the following elements:
● Organization Chart
● CM Project Team and description of duties and responsibilities ● Safety compliance
● Claims avoidance strategy
● Special inspection requirements
● Inspection procedures
● List of all tests required for project
● Materials testing location
● Document management system
● Field office location
● Project close out process

6. CM Staffing: The CM shall provide appropriate staffing to accommodate the needs of the project.

Task 2 – Construction Administration
The CM shall provide a Resident Engineer (RE) to provide construction administration and direct contractor activities whenever the contractor is working onsite. If the RE meets the certification requirements for the specialty inspectors, the RE may perform inspections, provided that the specialty inspections do not interfere with the primary resident engineering tasks. The RE shall be certified by the International Code Council (ICC) for any inspections they perform. For budgetary purposes, the CM shall assume that the RE shall be dedicated full time for the duration of the project. The Construction Administration tasks are described below.

A. Contract Administration: The CM shall have the responsibility for the daily management of the construction project. The CM shall provide and coordinate construction management services of the following activities. ● Administration: The CM shall administer construction contracts and provide technical Construction Management support to City staff to facilitate completion of projects.
● Contractor Communication: CM shall provide effective written and oral communication to the contractor and other stakeholders in the administration of the contract. CM shall provide for timely, thorough, clear, effective and

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responsible communications to Requests for Information (RFl's), Requests for Change (RFC's), Requests for Proposal (RFP's), submittals, and other miscellaneous correspondence. CM shall receive, log, and track requests for information. CM shall provide a technical review of RFl's to determine if the issue is addressed adequately. CM shall respond where the RFI can be addressed in the Contract Documents. If the contract documents are not clear, the CM shall forward RFl’s to the Design CM. RFl's responded by the designer shall be tracked for a timely response. CM shall develop a project directory of key consulting and contractor personnel working on the project. ● Quality Assurance: CM shall manage the Contractor’s Quality Assurance. ● Substitution Requests: CM shall evaluate requests for material and equipment substitutions and changes based on compliance with contract specifications and taking into account the impacts to cost and schedule.

Based upon the CMs evaluation of the request for substitutions, the CM shall inform the PM and Engineer of Record of the substitution request and request an evaluation and decision of the merits of the substitution. ● Resource Loading: CM shall monitor the contractor's resource loading and advise on corrective actions needed to maintain schedule. ● Submittal Review/Logging: CM shall receive, respond, log, and track submittals. If the contract documents are not clear, the CM shall forward submittals to the Engineer of Record. Submittals responded by the designer shall be tracked for a timely response.
● Project Meetings: The CM shall conduct weekly job site construction meetings involving the project team and maintain action items, minutes of said meetings and compliance with the contract provisions. Maintain and distribute meeting minutes within two (2) working days.

B. Safety and Security Monitoring: Contractor is responsible for enforcing its safety program on its employees and subcontractors' employees. It is the CM's responsibility to monitor, enforce safety, and promote a safe overall environment for all workers and visitors to the project site. Safety shall comply with all Federal, State and locally accepted safety regulations and measures including. ● Safety: The CM shall be responsible for providing all necessary personal protective equipment (PPE) including hard hats, vests, footwear, lights and other safety equipment for the CM Team. The CM shall prepare a safety plan for the CM team.
● Job Site Security Verification: Routinely check job site security and measures taken to protect the public from hazards.
● Emergency Response Plan Review: Review Contractor's emergency response plans. CM shall ensure that Contractor complies with State and Federal

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requirements but shall not be responsible for defining Contractor's safety programs. CM shall notify Contractor of potential unsafe working conditions.

C. Environmental Monitoring: The CM shall review and enforce requirements stipulated in permits issued by regulatory agencies and the environmental documents as shown or referenced in the contract documents.

D. Controls and Scheduling: CM shall provide comprehensive project scheduling and control expertise as follows:
● Baseline Schedule Review: CM shall review and comment on contractor’s baseline and project schedule critical path, and logic review. CM shall ensure that schedule meets all requirements of contract.
● Progress Schedule Review: CM shall review and monitor contractor's schedule monthly to monitor project progress and detect early delays. ● Cost and Budget: CM shall monitor project construction costs, budgets, schedule and maintain current workflow projections.
● Reporting: CM shall prepare and distribute monthly construction reports. CM shall provide at a minimum:
o Daily inspection reports
o Weekly job site meeting minutes
o Monthly report overview
o Project cost to date
o Schedule updates
o Recommendations to mitigate project delays
● Progress Payment Review: CM shall review and approve monthly contractor invoices, verify compliance to all terms and conditions of contract and make payment recommendations. The CM shall ensure that the contractor's request for payment does not represent more than the amount for work performed on a monthly basis.
● Contract Extensions: CM shall review, analyze, and make recommendations on contractor time extensions/requests.
● Miscellaneous Coordination: CM shall coordinate and monitor work to be performed by others.
● Project Notice Coordination: CM shall receive and review project notices, and submit to the City with appropriate recommendations.
● Monitor Time and Materials Work: CM shall monitor contractor work performed on a time and materials (T&M) basis to ensure that the contractor labor charges are fair and appropriate, and that materials purchased are of quantity and quality necessary to the project, and documented on invoices.

E. Cost Estimating: The CM shall maintain a cost estimating system that conforms to industry accepted practices and provide the following:

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● Contractor Proposals: CM shall evaluate contractor cost reduction proposals in accordance with industry cost standards. CM shall provide detailed analysis of the contractor’s proposal along with a recommended outcome to the Project Manager.
● Change Order Review: The CM shall review proposed change orders. The CM shall provide a change order review standard that includes a detailed process, forms, and recommendations of actions to the PM. CM’s change order review shall provide additional analysis of both cost and time concurrently. Time impact analysis shall not be deferred to a later time.

F. Document Control: The CM shall establish a document management system for the following:
● Filing: The CM shall utilize a filing system. CM shall use a web based document management system as approved by the City. CM shall be responsible for the cost of the document management system and training.
● Claims: The CM shall identify, analyze and prepare construction claims and disputes by assessing or validating entitlement and quantification of damages and promoting a successful resolution within 21 calendar days (assuming the Contractor is cooperative.) The CM shall provide associated cost estimates and time impact analysis concurrently for Claims Evaluation. ● Document Tracking: All central receipts, control, storage, distribution, indexing and tracking of all documents.
● Document Managing: All documents, incoming and outgoing, associated with the construction management activity of all assigned projects, including, but not limited to submittals, requests for information (RFls), requests for clarifications (RFCs), pay requests, change orders (COs) and correspondence. ● As-Built Documents Administration: Maintaining a current set of as built drawings and specifications.
● Document Maintenance: Maintaining all field documents, storing original documentation and furnishing to the City at project completion.

G. Operations and Maintenance Manuals: The CM shall receive final O&M equipment manuals from contractor and coordinate their review. Final O&M manuals shall be delivered to the Operations Manager.

H. Change Order and Claims Management: The CM shall implement a comprehensive claims management program to evaluate change order requests and recommend equitable disposition.

When agreement cannot be reached, the CM shall support the City’s position and assist in formulating a claims defense and participate in resolution including:

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● Document Managing: Coordinate, assemble and review supporting documentation for change order processing and make final recommendations to City staff.
● Contractor Request Review: Review requests of alleged cost increases and/or time impacts for merit concurrently.
● Change Order Review: Thoroughly analyze the proposal and develop a negotiating position. When necessitated by variations between contractor price for change and the CM's fair cost estimate CM shall negotiate an equitable resolution with guidance from the City’s Project Manager. ● Change Order Expediting: After the equitable resolution is reached the CM shall expedite approval of the negotiated change order.

Task 3 – Inspection
The CM shall provide inspection services and monitoring of construction to ensure construction is in compliance with the project construction documents. The CM's resident engineer and inspection staff shall verify construction compliance and Quality Assurance Quality Control with applicable permits, codes, construction documents and any environmental mitigation. CM shall maintain redline as-builts on a monthly basis.

1. Daily and Weekly Documentation:
● Documentation of Construction Activities: Provide documentation of construction activities, duration of activities, labor resources, and equipment allocation.
● Construction Reporting: Provide daily construction activity reports, labor resources, on-site equipment, and work conditions.
● Non-Conformance Reporting: Provide non-conformance reports. ● Photographic Records: Provide weekly photographic/digital records of the project during construction.

2. Civil Inspections: The CM shall provide qualified inspectors for all improvements to inspect, monitor, and report on construction improvements. The Civil Inspector shall be certified by the International Code Council (ICC). Civil inspections shall include:
● Site grading
● Site improvements
● Micro surfacing
● ARAM
● Excavation and dig outs
● Pavement reconstruction
● Median reconstruction
● Concrete work
● Striping

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● Traffic sign installation/replacement
● Utility adjustment
● Coordination of soil sampling and testing
● Traffic loop induction
● Field Testing: Witness field tests and startup procedures for electrical equipment.

3. Soil and Materials Testing: The CM shall provide qualified and approved testing laboratories and California registered Geotechnical Engineers and/or ICC-certified Soils Special Inspector-EC or equivalent staff to perform all necessary soils and materials testing required to verify the quality and proper placement. The Soils and Materials Inspector shall be responsible for the following:
● Material Sampling: Sample on-site and imported materials for compliance with the specifications for use as backfill materials
● Material Testing: Perform maximum density tests and optimum moisture content tests on materials to be used as backfill. Examples of testing include: gradation, R-value, sand equivalence, etc.
● Conformance Testing: Perform compaction tests for backfill. Separate testing shall be performed for the pavement zone, street zone, and areas of over-excavation. Provide recommendations for compaction or density testing of rock backfill materials. Sand cone test method is required for soil compaction testing. Alternate compaction testing may be utilized; including but not limited to, nuclear gauge.
● Data Review: Tabulate test data and review failing tests. Provide immediate notification of any failure to meet the requirements of the project contract documents.
● Reporting: Upon prior authorization from the City, prepare a final report at the completion of construction certifying that geotechnical issues comply with the contract documents.

4. Storm Water Pollution Prevention Plan Inspection:
● Review contractor's site-specific SWPPPs for compliance with applicable regulations.
● Monitor contractor's activities regarding pollution prevention controls and activities for general compliance with the contractor's SWPPP Best Management Practice (BMP). The contractor is responsible for means and methods for complying with BMP's. The SWPPP inspector shall notify contractor and the City if the pollution prevention controls are in or out of compliance with the SWPPP.

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Task 4 – Construction Closeout
The CM shall manage the turnover of the assigned project to the City, including contract closeout, management of warranty period activities and demobilization of CM staff including:

A. Site Closeout: The CM shall budget under the Task 3 Construction Administration budget to close out construction and oversee demobilization at each site. Site Closeout tasks shall include:
● Site Final Walk-Through: Coordinate and conduct a site final walk-through to verify completion of contract and all related items of work within 7 days of substantial completion.
● Site Punch List: Develop site punch list and verify completion and obtain final documentation and releases within 7 days of substantial completion. ● Site Record Drawing Preparation: Verify and deliver contractor as-built marked up drawings for record drawing preparation within 14 calendar days of site substantial completion.
● Site Permitting: Monitor permit and agency sign-offs within 14 calendar days of substantial completion.
● Site Final Reporting: Prepare site summary report in accordance with the City within 7 days of final completion.
● Site Documentation Turnover: Turnover site project files, contract, correspondence, and documentation within 14 calendar days of final completion. ● Site Warranty Coordination: The CM shall prepare a list of warranty items, warranty period, and warranty repair procedures, and turn over to the City’s Project Manager.
● Site Demobilization: Demobilize the CM staff and facilities in accordance with agreed upon plan.

B. Construction Contract Close Out: The CM shall oversee the contract closeout process and assist in resolving O&M service disputes. The CM shall budget under the Task 3 budget for Construction Contract Close Out. The closeout shall entail sign offs by responsible parties and include:
● Project-wide Final Walk-Through: Coordinate and conduct a final walk-through to verify completion of contract and all related items of work within 7 days of substantial completion. The final walk-through shall be extended to include relevant City Departments and Divisions.
● Project-wide Punch List: Develop punch list and verify completion and obtain final documentation and releases within 7 days of substantial completion. ● Project-wide Record Drawing Review and Corrections: Review record drawings prepared by the Design Engineer or contractor as-built marked up

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drawings delivered for each site for correctness and consistency within 14 calendar days of substantial completion.
● Final Payment/Close-Out Change Order Review: Review final payment and close out change orders within 7 days of substantial completion. ● Permitting: Confirm that all permits are in place within 14 calendar days of substantial completion.
● Final Reporting: Prepare final summary report in accordance with the City within 7 days of final completion.
● Documentation Turnover: Turnover project files, contract, correspondence, and documentation within 14 calendar days of final completion. ● Project Warranty Coordination: The CM shall review and updated as needed the list of warranty items, warranty period, and warranty repair procedures, and turn over to the City’s Project Manager.
● Final Demobilization: Demobilize the CM staff and facilities in accordance with agreed upon plan.

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EXHIBIT B

PROFESSIONAL SERVICE AGREEMENT
(CITY of Oxnard and Filippin Engineering, Inc.)

SCHEDULE OF COMPENSATION

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NV5 Sub-Total Brad Starr, PE
Principal In
Charge Rafael Medina Resident Engineer Robbie Rendon Inspector Robbie Rendon Inspector (OT) Backup
Inspector Cheril Magallanes
Office Engineer
Terry Weaver Outreach
Expenses FE Total Cost Subconsultant Total FE Markup
Date: 03/02/2026 $ 259 $ 227 $ 194 $ 291 $ 194 $ 146 $ 136 10% 1 Program Management (24 Weeks) 92 210 8 $ 72,666 $ - $ - $ 72,666 2 Construction Administration (20 Weeks) 630 24 80 $ 159,346 $ - $ - $ 159,346 3 Inspection (20 Weeks) 800 280 $ 209,520 $ 236,900 $ 236,900 $ 23,690 $ 470,110 4 Construction Closeout (2 Weeks) 12 60 24 16 $ 23,720 $ - $ - $ 23,720 5 Labor Compliance (Optional Task) 56 $ 8,176 $ - $ - $ 8,176 6 Outreach (Optional Task) 56 $ 7,616 $ - $ - $ 7,616 PROJECT TOTAL 104 900 848 0 280 160 56 $ - $ 481,044 $ 236,900 $ 236,900 $ 23,690 $ 741,634 Notes: 1 2 3
4 5
Client: City of Oxnard Filippin Engineering
Project: ARTERIAL STREET RESURFACING PROJECT Total Rafael Medina (Resident Engineer) is assigned to the project full-time. During the construction phase of the project his time will be split between Task 1 and Task 2.

FE's Backup Inspector will be used in times of absence or multi-shift work by the Contractor i.e. if/when the Contractor works days and nights. Backup Inspector qualifications will be submitted to the City for approval.

The hours provided above are an estimate of effort required for the scope included in FE's proposal.

Construction Inspection services based on 100 Working Days (20 Weeks) Overtime for FE's Construction Inspector has not been included. Any overtime will be approved in writing by the City in advance, if needed.

Agreement No. 32600470
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EXHIBIT C

PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and Filippin Engineering, Inc.)

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

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EXHIBIT D
[RESERVED]

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EXHIBIT E

PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and Filippin Engineering, Inc.)

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

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

While this Agreement is in effect, Consultant shall pay such employee no less than $20.06 per hour for each hour that such employee provides Services under this Agreement. In addition, while this Agreement is in effect, Consultant shall provide to such employee no less than 96 hours of paid leave per calendar year.

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

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

D. In addition, if Consultant fails to comply with the Living Wage Policy in any manner, Consultant shall pay to City a fine of $500 and shall pay to any employee providing Services under this Agreement a penalty of three times the amount or value of the compensation owed to such employee under the Living Wage Policy.

Consultant shall pay such fine and penalty within fifteen (15) calendar days after the City Manager or designee provides written notice to Consultant of the amount owed.

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CITY OF OXNARD LIVING WAGE REQUIREMENTS
EFFECTIVE JULY 1, 2025
Consultant shall compensate any employee of Consultant who provides Services under this Agreement in accordance with the Living Wage Policy, attached hereto and incorporated herein by reference as Exhibit 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, 2026, and each July 1 thereafter, according to the percentage change in the Consumer Price Index, all items, prepared by the Bureau of Labor Statistics for the Los Angeles area relating to all urban consumers (CPI-U), index base 1982-84=100, comparing May of the previous year to May of the current year. In addition, while this Agreement is in effect, Consultant shall provide to such employee no less than 96 hours of paid leave per calendar year. a. Consultant agrees to post, at a location readily accessible to those employees providing Services to the City, a copy of the Living Wage Policy adopted by the Oxnard City Council on July 9, 2002 and effective October 1, 2002. b. If Consultant fails to compensate such employee pursuant to the Living Wage Policy, the City Manager or designee shall terminate this Agreement on written notice to Consultant, effective immediately.
c. In addition, if Consultant fails to comply with the Living Wage Policy in any manner, Consultant shall pay to City a fine of $500 and shall pay to any employee providing Services under this Agreement a penalty of three times the amount or value of the compensation owed to such employee under the Living Wage Policy.

Consultant shall pay such fine and penalty within fifteen (15) calendar days after the City Manager or designee provides written notice to Consultant of the amount owed.

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EXHIBIT F

PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and Filippin Engineering, Inc.)

PREVAILING WAGE

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

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

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

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

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

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

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

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

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

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

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

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

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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 Filippin Engineering, Inc.)
[RESERVED]

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Arterial Street Resurfacing Project PW 25-43
Microsurfacing
All items
Rubberized Asphalt Overlay
All items
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Public Project Agreement 32600375 with Toro
Enterprises, Inc. and Agreement 32600470 with
Filippin Engineering, Inc. for Arterial Street
Resurfacing - Oxnard Blvd., 5th Street, Saviers
Road, & Ventura Road, Specification No. PW
25-43
City Council
May 5, 2026
Morgan Kessler
City Engineer
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RECOMMENDATION 2
That the City Council approve and authorize:

1. A total of $10,922,971.00 in Project funds for the Arterial Street Resurfacing - Oxnard Blvd., 5th Street, Saviers Road, & Ventura Road, Specification No. PW 25-43;

2. The Mayor to execute an Agreement with Toro Enterprises, Inc. in the amount of $9,102,475.00 for the Project and a Project contingency amount of $910,248.00 (~10%) with Toro Enterprises, Inc. for a total not to exceed value of
$10,012,723.00;
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RECOMMENDATION

3. A Project allocation amount of $910,248.00 (~10%) for engineering, inspection, survey, construction management, and project management; and

4. The Mayor to execute an Agreement with Fillippin
Engineering, Inc. in the amount of $741,634.00 with a term of one year from May 5, 2026, through May 4, 2027, for
professional construction management services.
3 1507

BACKGROUND
The Arterial Street Resurfacing is an ongoing Capital Improvement Program (CIP) project that addresses multiple locations throughout the City over five phases. This present contract includes the following street segments:

1. Oxnard Boulevard from Gonzales Road to Wagon Wheel Road

2. Orchard Place from Oxnard Boulevard to end of the road

3. Fifth Street from Oxnard Boulevard to Ventura Road

4. Ventura Road from Fifth Street to Vineyard Avenue

5. Saviers Road from Wooley Road to Pleasant Valley Road 4 1508

BACKGROUND
These road segments have reached a point in their lifecycle where preventive and/or corrective work is needed.

The average Pavement Condition Index (PCI) score for these segments is 50-60, indicating the need for resurfacing.

Distressed sections will receive new asphalt and ARAM (asphalt rubber aggregate membrane), with microsurfacing being applied to sections that have low to moderate distress.

Medians will be reconstructed
5 1509

BACKGROUND
To ensure success, a project of this scale and complexity requires full-time field management, engineering, and inspection oversight, similar to the successful outcome of the Gonzales Road paving project.

To accomplish this, the Public Works Department solicited for a professional consultant with well-documented construction management experience.
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BACKGROUND
The work is tentatively scheduled to begin in May of 2026 and continue into Fall of 2026 (100 working days).

Staff will work closely with the Neighborhood Council members and residents impacted by the work to keep them informed of the project schedule. General project information will be disseminated to help keep the public informed as well.

Nightwork will be required as part of the project on the major arterial streets.
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DISCUSSION - CONSTRUCTION SERVICES
• Notice Inviting Formal Bids (NIFB) was published on
January 8, 2026, in a local newspaper (Vida),
• Also published in multiple online platforms and bid boards. • Directly distributed to 47 contractors who have registered with the City.

Bids were opened on February 11, 2026. The City received three bids:
• Toro Enterprises Inc.: $9,102,475.00
• Onyx Paving Company, Inc: $9,369,000.00
• Security Paving Company, Inc.: $10,115,997.00
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DISCUSSION - CONSTRUCTION SERVICES
• The lowest bidder was Toro Enterprises, Inc. (Toro) and its bid is responsive to the City’s NIFB.
• Following this determination, procurement staff reviewed all documentation received from Toro and its subcontractors. • Based upon the available information and research performed to date, staff believes that the contractor is capable of satisfactorily completing the project.
• Staff recommends that the City Council award the contract for this Project to Toro Enterprises, Inc.
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DISCUSSION - CONSTRUCTION SERVICES
Total cost for the Project is $10,922,971.00 which
includes:
• Agreement 32600375 with Toro Enterprises, Inc. in the amount of $9,102,475.00
• Contingency of $910,248.00(~10%)
• Engineering, inspection, survey, construction management, and project management (EISPM) of $910,248.00 (~10%)
• Includes the cost of the Filippin contract
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DISCUSSION - CONSTRUCTION MANAGEMENT SERVICES
The current and planned City staff workload is such that contracted resources are recommended to properly manage the construction phase of this project.

All City project managers currently have full workloads, and their available time resources would likely be insufficient to manage the construction of this project at the level of attention it requires. 11 1515

DISCUSSION - CONSTRUCTION MANAGEMENT SERVICES
The consultant is tasked with the following construction management scope:
● Serve as primary liaison between the City, Project Manager, and construction contractor
● Lead pre-construction coordination, including meetings, agendas, and contractor mobilization
● Manage weekly progress meetings and overall project
communication
● Oversee document control (RFIs, submittals, change orders) and maintain complete project records
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DISCUSSION - CONSTRUCTION MANAGEMENT SERVICES
● Review and coordinate contractor submittals with the design engineer for approval
● Provide full-time inspection and ensure construction complies with plans and specifications
● Coordinate QA/QC, materials testing, and track/resolve deficient work
● Review, evaluate, and process change orders and contractor pay requests
● Review project schedules and as-built drawings for accuracy and compliance
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DISCUSSION - CONSTRUCTION MANAGEMENT SERVICES
● The request for proposals (RFP) for the project was published on January 8, 2026, and was due on February 11, 2026.
● The City received two proposals, and both were deemed complete and responsive.
● These proposals were then reviewed by three staff members, consisting of the Senior Inspector and two Project Managers, including the Project Manager assigned to the Project.
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DISCUSSION - CONSTRUCTION MANAGEMENT SERVICES
Proposals were scored using the following criteria:
• Completeness of response
• Qualifications
• Experience
• Education of key staff
• Scope of services to be provided
• Proposer’s experience with public agencies
• References.
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DISCUSSION - CONSTRUCTION MANAGEMENT SERVICES
● After a thorough review, Filippin Engineering, Inc. (Filippin) was selected as the most qualified firm to provide construction management services for the project.
● This selection was based on the firm’s extensive construction management experience, including successful completion of other City projects, as well as an understanding and familiarity of the Engineering Division's needs, and dedicated local staff presence.
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FINANCIAL IMPACT
This project is funded with:
• General Fund (101)
• Road Maintenance and Rehabilitation Account (RMRA) Fund (185)
• State and Local Grant Fund (210)
Plus budget appropriations of:
• $100,000 from the Water Operating Fund (601)
• $100,000 from the Wastewater Operating Fund (611)
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FINANCIAL IMPACT
• The total available project balance for the Arterial Street Resurfacing Project (C2205) from all funding sources is approximately ~$19.8 million.
• The total cost for this Project is $10,922,971.00, which includes the construction and construction management
agreements, contingency and project allocation.
18 1522

FINANCIAL IMPACT
This project will have no new cost impacts on the Streets Maintenance Division operating budget. Once completed, the project is expected to reduce the number of pothole repairs in these areas, allowing the Streets Maintenance Division to address repairs and deferred maintenance in other areas of the City.
19 1523
End of Presentation
1524

CITY COUNCIL AGENDA REPORT

REPORTS
AGENDA ITEM NO. N.6
DATE: May 5, 2026
TO: City Council
FROM: Michael Wolfe, Public Works Director, (805) 385-8055, [email protected] SUBJECT: Public Project Agreement 32600483 with American Asphalt South, Inc. for Advanced Alley Maintenance Program – Phase 1, Specification No. PW 26-06.

RECOMMENDATION
That the City Council approve and authorize:

1. A total of $2,848,460.00 in Project funds for the Advanced Alley Maintenance Program-Phase I Project, Specification No. PW 26-06;

2. The Mayor to execute an Agreement with American Asphalt South, Inc. in the amount of $2,373,716.00 for the Project and approve a Project contingency amount of $237,372.00 (~10%) with American Asphalt South, Inc. for a total not to exceed value of $2,611,088.00 for the Project;

3. A Project allocation amount of $237,372.00 (~10%) for engineering, inspection, survey and project management for the Project; and

4. A project budget appropriation of $862.631.00 from Measure O Fund (104) available fund balance to the Advanced Alley Maintenance Project (C2603), as well as the corresponding Capital Outlay Fund (Fund 301) appropriation increase in the same amounts.
(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/- 9MBxFFSLyc

BACKGROUND
The Advanced Alley Maintenance Program-Phase I Project, Specification No. PW 26-06 is a Capital Improvement Program (CIP) project intended to address deferred maintenance within the City’s alleyways. Through field inspections and public 311 service requests, City staff have identified locations where alley surfaces have deteriorated due to age and use. In the most recent Pavement Management Program Update Report, the average Pavement Condition Index (PCI) for all City-responsible alleys is 40 out of a possible 100.

The project was developed as a citywide effort, allowing multiple locations to be addressed under a single contract. The scope of work includes the maintenance and interim repair of existing asphalt concrete alley pavement across various neighborhood locations throughout the City. Improvements include placement and compaction of an asphalt rubber aggregate membrane (ARAM) layer for cape seal pavement treatment, application of slurry seal, and excavation and reconstruction of failed asphalt pavement areas.

As a reminder, staff recommended, and the City Council approved, this project during the mid-cycle CIP update in May 2025. Because the City has a large number of alleyways with low PCI and cannot address them all at once, the project is intended to provide an interim maintenance overlay for alleyways that have been on the capital improvement project list 1525
for a long time. For reference, we have attached the maps from the City’s Pavement Management Plan 5-Phase outlook to see the upcoming alley locations.

The work also includes furnishing all necessary materials, equipment, supplies, and services, and performing all labor required to complete the proposed improvements and all appurtenant work.

Capital Improvement Program (CIP) Reference:

Project No. C2603 – Advanced Alley Maintenance Program - Phase I - Mid-Cycle Update to the Five-Year Capital Improvement Program for Fiscal Years 2025-2029, Adopted May 20, 2025 – Staff Report Page 8.

DISCUSSION
The work associated with this project is tentatively scheduled to begin in June 2026 and continue into early October 2026 (100 working days), absent any supply chain delays, weather delays, or unforeseen site conditions. Staff and the contractor will coordinate with the various Neighborhood Councils and Environmental Resources for trash pick-up coordination to keep them informed of the schedule. Furthermore, staff will work closely with the neighborhoods and residents directly impacted by the work to keep them informed of the project timeline, unforeseen conditions and schedule milestones. Additionally, general project information will be disseminated on the City’s website and social media accounts to help keep the public informed.

The Notice Inviting Formal Bids (NIFB) for the Project was originally published on March 5, 2026, in the local newspaper. Additionally, the NIFB was posted on Planet Bids and multiple other online platforms, including the City’s website, and distributed directly to 41 contractors who have registered with the City to be notified of Public Project bids within their license category. A total of 134 contractors were notified for this project. All bids were opened on March 25, 2026, and the City received the following bids:

BIDDER BASE BID ADDITIVE ITEMS BID
(sum of 2 items)

TOTAL BID

ESTATE DESIGN AND
CONSTRUCTION $604,675.00 $117,960.00 $722,635.00

ROY ALLAN SLURRY SEAL,
INC. $1,992,150.00 $106,408.00 $2,098,558.00

AMERICAN ASPHALT
SOUTH, INC. $2,185,916.00 $187,800.00 $2,373,716.00
PAVEMENT COATINGS CO $2,585,260.00 $274,432.00 $2,859,692.00 MANHOLE ADJUSTING INC $2,656,338.00 $154,620.00 $2,810,958.00 The base bid for the project includes work to repair failed asphalt pavement areas in alleys throughout the City using various methods, including the placement and compaction of an asphalt rubber aggregate membrane (ARAM) layer for cape seal pavement treatment, application of slurry seal, and excavation and reconstruction of failed asphalt pavement areas. Additionally, the bid form requested pricing from bidders on additive items, which is work beyond the base bid items. The additive items are recommended for award because they are adjacent to the base bid locations, allowing the City to leverage a single mobilization and lower unit costs. Additionally, including these segments helps maintain continuity of pavement conditions within the neighborhood alley network.

The bids submitted by Estate Design and Construction and Roy Allen Slurry Seal, Inc. were rejected for not meeting the minimum requirements of a responsive bid as stated in the bid documents. Accordingly, American Asphalt South, Inc. is 1526
determined to be the lowest responsive bidder to the City’s NIFB. Following this determination, procurement staff reviewed all documentation received from American Asphalt South, Inc. and its subcontractors. Procurement staff verified possession of required, currently valid licenses, reviewed the federal Occupational Safety and Health Administration (OSHA) website for safety violations, and verified registration with the California Department of Industrial Relations (DIR). Based upon the available information and research performed to date, staff believes that the contractor is capable of satisfactorily completing the project. Thus, staff recommends that the City Council award the contract for this Project to American Asphalt South, Inc.

In addition to the project award amount of $2,373,716.00, Staff recommends authorizing $474,744.00 for the project, which includes $237,372.00 for project contingency (10% of the contract costs) and $237,372.00 for the cost of engineering services and City staff (10% of the contract cost). Engineering services include the following activities during construction: engineering, inspection, survey and project management. These recommendations bring the total estimated cost of the project to $2,848,460.00.

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 project cost is $2,848,460, encompassing the construction agreement, contingency, and project allocation.

Currently, the Advanced Alley Maintenance Project (C2603) has an available budget balance of $1,985,829 within the Measure O Fund (104). To address the remaining $862,631 funding needs, staff requests an appropriation from the available Measure O Fund (104) fund balance.

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

Prepared by: Morgan Kessler, City Engineer

ATTACHMENTS

1. Agreement 32600483

2. Project Map

3. Alley Maps from the 5-Phase Pavement Management Plan

4. Presentation
1527
Agreement No. 32600483
1 CONSTRUCTION CONTRACT FOR
ADVANCED ALLEY MAINTENANCE PROGRAM - PHASE 1
SPECIFICATION NO. PW 26-06

BY AND BETWEEN

THE CITY OF OXNARD
AND
AMERICAN ASPHALT SOUTH, INC.

THIS CONSTRUCTION CONTRACT (the “Contract”) is made and entered this ______ day of _____________, 2026 (“Effective Date”), by and between the CITY OF OXNARD, a California municipal corporation (“City”) and AMERICAN ASPHALT SOUTH, INC. (“Contractor”).

Contractor’s license number is 784969. The City and Contractor are sometimes hereinafter referred to as a “Party” and collectively referred to as the “Parties.” WHEREAS, the City requires construction of the ADVANCED ALLEY MAINTENANCE PROGRAM – PHASE 1 as more fully described in the bid package issued by the City for SPECIFICATION NO. PW 26-06 (the “Project”); and
WHEREAS, on March 5, 2026, the City issued a Notice Inviting Bids and Contract Documents to prospective bidders for the Project. In response, Contractor submitted a Bid which the City determined to be the lowest responsive and responsible bid; and WHEREAS, Contractor is a duly organized corporation in good standing in the State of California, and represents that it has the background, knowledge, experience, expertise and resources to perform the Work and other obligations encompassed by this Contract; and WHEREAS, at its meeting held on ________________________, the Oxnard City Council duly accepted Contractor’s Bid Proposal for the Project and directed that a written agreement for the Project be entered into with Contractor; and
WHEREAS, in light of the facts set forth above and the certifications made by Contractor as part of its Bid, the City desires to retain Contractor to perform the construction Work for the Project as set forth in this Contract and in the Contract Documents, as hereinafter described.

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

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

1. RECITALS
The Recitals set forth above are true and correct and are hereby incorporated into this Contract by this reference, as though set forth herein.
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Agreement No. 32600483
2 2. CONTRACT DOCUMENTS; ORDER OF PRECEDENCE
A. Contract Documents. The Contract Documents consist of the following documents, all of which are either attached hereto as exhibits or are incorporated herein by this reference.

Said Contact Documents are complementary; what is called for in one is binding as if called for in all, and together constitutes Contractor’s performance obligations:

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

2. Change Orders issued and approved by the City;

3. Regulatory Permits from other agencies or as may otherwise be required by law;

4. Bid Addenda issued by the City;

5. Notice Inviting Bids and Instructions to Bidders;

6. Plans;

7. Special Provisions;

8. General Provisions;

9. Bid Forms and attachment thereto;

10. Performance Bond;

11. Payment Bond.

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

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

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

D. The suspension of the Work from any cause whatever shall not relieve the Contractor of his responsibility for the Work and materials as herein specified. If ordered by the Owner’s Representative, the Contractor shall, at the Contractor’s sole cost and expense, properly store materials which have been partially paid for by the Owner or which have been furnished by the Owner. Such storage by the Contractor shall be on behalf of the Owner, and the Owner shall, at all times, be entitled to the possession of such materials, and the 1529
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3 Contractor shall promptly return the same to the site for the work when requested. The Contractor shall not dispose of any of the materials so stored, except with written authorization from the Owner.

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

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

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

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

This project requires specialty items which are identified on the Bid Schedule in Bid Item #9 and Bid Item #10, as further described in the Special Provisions. If Bidder selected a subcontractor for this portion of the project the percent of this specialty work performed may be deducted from the total original contract before computing the amount of work required to be self-performed by the Contractor's own organization.

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

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

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

5. CONTRACT PRICE; PAYMENT AND RETENTION
A. As full and complete compensation for Contractor’s timely performance and completion of the Work in strict accordance with the terms and conditions of the Contract Documents, City will pay Contractor TWO MILLION THREE HUNDRED SEVENTY-THREE THOUSAND SEVEN HUNDRED SIXTEEN DOLLARS, ($2,373,716.00) (the “Contract Price”) for all of Contractor’s direct and indirect costs to perform the Work, including all labor, materials, supplies, equipment, taxes, insurance, bonds and all overhead costs, in accordance with Contractor’s Bid Proposal (attached hereto as Exhibit “A”) subject to the provisions of this Contract and the Contract Documents.

B. Procedures relating to payment and retention are set forth in the Special Provisions. 1530
Agreement No. 32600483
4 6. CONTRACT TIME; NOTICE TO PROCEED; TERM
A. Contract Time. The Work under this Agreement shall be diligently prosecuted to completion before expiration of one hundred (100) Working Days, after the issuance of the Notice to Proceed. The City will not issue a Notice to Proceed to the Contractor until this Contract, including payment and performance bonds, insurance documents, business tax certificate have been executed and/or approved by the City.

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

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

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

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

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

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

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

2. Any Public Works Claims not resolved by the Section 20104.2 procedures (and/or any tort claims) shall be subject to the provisions of Section 20104.4 and the Government Claims Act (Government Code section 810 et seq.).
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5 C. For disputes or claims that do not constitute Public Works Claims, City and Contractor agree to comply with the following process:

1. Each Party shall designate a senior management or executive level representative to negotiate any dispute.

2. The representatives shall attempt, through good faith negotiations, to resolve the dispute by any means within their authority.

3. If the issue remains unresolved after ten (10) days of good faith negotiations, the Parties shall attempt to resolve the disagreement by negotiation between the legal counsel for each Party. If the above process fails, the Parties may mutually agree to engage in non-binding mediation or arbitration in which the Parties equally share the costs of any mediator or arbitrator, or may proceed with suit or other remedies, subject to the provisions of subparagraph (5) of this Subsection and other applicable provisions and laws.

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

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

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

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

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

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

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

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

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

1. Work completed in accordance with the Contract Documents prior to the effective date of the Notice of Termination for Convenience;
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6 2. Reasonable costs incurred in settlement of terminated contracts with Subcontractors, suppliers and others; and

3. Reasonable expenses directly attributable to termination.

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

D. Contractor shall include provisions in all of its subcontracts, purchase orders, and other contracts permitting termination for convenience by Contractor on terms that are consistent with this Contract and that afford no greater rights of recovery against Contractor than are afforded to Contractor under this Section 7.

9. TERMINATION FOR CONTRACTOR’S DEFAULT
A. Default. The City may terminate this Contract for Contractor’s default as set forth in this Section. The City will consider the Contractor in default of this Contract if, prior to the City’s acceptance of the Work, the Contractor:

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

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

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

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

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

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

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

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

1. will terminate the Contractor’s right to perform under the Contract by issuing a written notice of termination for default to the Contractor and its Surety; 1533
Agreement No. 32600483
7 2. may use any materials, equipment, tools or other facilities furnished by the Contractor to secure and maintain the Work site, and

3. may furnish labor, equipment, and materials the City deems necessary to secure and maintain the Job Site;
C. Remedies Cumulative. The provisions of this Section shall be in addition to all other legal rights and remedies available to the City. Termination of this Contract will not relieve the Surety of its obligation for any just claims arising out of the Work performed.

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

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

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

1. Contractor and Subcontractor Obligations. Contractor and each Subcontractor must keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed in connection with the Work. Each payroll record must contain or be verified by a written declaration that it is made under penalty of perjury, stating both of the following:
a. The information contained in the payroll record is true and correct; and 1534
Agreement No. 32600483
8 b. Contractor or the Subcontractor has complied with the requirements of Labor Code §§ 1771, 1811, and 1815 for any Work performed by its employees on the Project.

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

3. Enforcement. Upon notice of noncompliance with Labor Code § 1776, Contractor or Subcontractor has ten days in which to comply with the requirements of this section.

If Contractor or Subcontractor fails to do so within the ten-day period, Contractor or Subcontractor will forfeit a penalty of $100.00 per day, or portion a day, for each worker for whom compliance is required, until strict compliance is achieved. Upon request by the Division of Apprenticeship Standards, or the Division of Labor Standards Enforcement, these penalties will be withheld from payments then due to Contractor.

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

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

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

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

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

2. The Contractor or Subcontractor shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each worker employed in the execution of this Contract by the respective contractor or Subcontractor for each calendar day during which the worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of this Subsection. In awarding any contract for public work, Contractor must forfeit to City twenty-five dollars ($25.00) per day for each worker who works in excess of the minimum working hours 1535
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9 when Contractor does not pay overtime. In accordance with the provisions of Labor Code Sections 1810 et seq., eight (8) hours is the legal working day.

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

I. DIR Registration. Pursuant to Labor Code sections 1725.5 and 1771.1, the Contractor and its Subcontractors must be registered with the DIR prior to the execution of a contract to perform public works. By entering into this Contract, Contractor represents that it is aware of the registration requirement and is currently registered with the DIR. Contractor shall maintain a current registration for the duration of the Project. Contractor shall further include the requirements of Labor Code sections 1725.5 and 1771.1 in any subcontract and ensure that all Subcontractors are registered at the time this Contract is entered into and maintain registration for the duration of the Project.

11. LIQUIDATED DAMAGES
If Contractor fails to complete the Work within the Contract Time, City will assess liquidated damages in the amount of FOUR THOUSAND TWO HUNDRED DOLLARS ($4,200) per day for each Calendar Day of unexcused delay in completion, and such liquidated damages may be deducted from City’s payments due or to become due to Contractor under this Contract.

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

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

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

15. RESERVED

16. TIME OF THE ESSENCE
Time is of the essence in the performance of this Contract. 1536
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10 17. INDEMNIFICATION
A. Notwithstanding the limits of any insurance and to the fullest extent permitted by law, Contractor shall indemnify the City, its elected or appointed officials, officers, agents, volunteers and employees against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, (hereinafter "Claims or Liabilities") that may be asserted or claimed by any person, firm or entity arising or alleged to arise out of or in connection with the performance of the Work, operations, or activities of Contractor, its agents, employees, Subcontractors, or invitees on the Project, or arising or alleged to arise from the acts or omissions of Contractor hereunder, or arising or alleged to arise from Contractor's performance of or failure to perform any term, provision, covenant or condition of this Contract, but excluding such Claims or Liabilities or portion of such Claims or Liabilities arising or alleged to arise from the active negligence, sole negligence, or willful misconduct of the City, its elected or appointed officials, officers, agents, volunteers, or employees, and in connection therewith:

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

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

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

4. Contractor's duty to defend, indemnify, and hold harmless as set out in this Section shall include any claims, liabilities, obligations, losses, demands, actions, penalties, suits, costs, expenses or damages or injury to persons or property arising or alleged to arise from, in connection with, as a consequence of, or pursuant to any state or federal law or regulation regarding hazardous substances, including but not limited to, the Federal Insecticide, Fungicide and Rodenticide Act ("FIFRA"), Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), Resource Conservation and Recovery Act of 1976 ("RCRA"), the Hazardous and Solid Waste Amendments of 1984, the Hazardous Material Transportation Act, the Toxic Substances Control Act, the Clean Air Act, the Clean Water Act, the California Hazardous Substance Account Act, the California Hazardous Waste Control Law or the PorterCologne Water Quality Control Act, as any of those statutes may be amended from time to time.
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11 B. City will timely notify Contractor upon receipt of any third-party claim relating to the Contract, as required by Public Contract Code § 9201. The Contractor's indemnification and defense obligations pursuant to this Section shall survive the termination of this Contract. Contractor shall require the same indemnification from all Subcontractors.

18. THIRD PARTY CLAIMS
The City shall have full authority to compromise or otherwise settle any claim relating to the Project at any time. The City shall timely notify the Contractor of the receipt of any third-party claim relating to the Project. The City shall be entitled to recover its reasonable costs incurred in providing this notice.

The Contractor shall not have any authority to compromise or otherwise settle any claim relating to the Project; any effort by the Contractor to do so shall be deemed a breach of the Contract, and the City will not participate in any such compromise or settlement. Within five (5) Calendar Days of the date that the Contractor receives any third-party claim relating to this Project, the Contractor shall provide written notice thereof and a copy of the claim to the City Attorney.

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

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

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

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

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

21. NONDISCRIMINATORY EMPLOYMENT
A. The Contractor shall not unlawfully discriminate against any individual based on race, religion or religious creed, color, national origin, ancestry, ethnic group identification, primary language, physical disability, mental disability, medical condition, genetic 1538
Agreement No. 32600483
12 information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, immigration status, citizenship or military and veteran status. The Contractor shall comply with the nondiscrimination mandates of all statutes, ordinances and regulations.

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

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

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

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

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

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

25. NOTICES
A. Any notice to be provided pursuant to this Contract shall be in writing, and all such notices shall be delivered by personal service or by deposit in the United States mail, certified or registered, return receipt requested, with postage prepaid, and addressed to the Parties as follows:
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13 TO CITY: City of Oxnard
305 W. Third Street, East Wing, Third Floor
Oxnard, CA 93030
TO CONTRACTOR: American Asphalt South, Inc.
2990 Myers Street
Riverside, CA 92503
Notices, payments, and other documents shall be deemed delivered upon receipt by personal service or as of the second (2nd) day after deposit in the United States mail.

B. Either Party, or the surety, may change its address by giving notice in writing to all other parties listed above, and thereafter notices shall be addressed and transmitted to such new address.

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

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

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

29. CARE OF WORK
Contractor must adopt reasonable methods during the life of the Contract to furnish continuous protection to the Work, and the equipment, materials, papers, documents, plans, studies, and other components to prevent losses or damages, and will be responsible for all damages, to persons or property, until acceptance of the Work by the City, except those losses or damages as may be caused by the City’s own negligence. The performance of the Work by Contractor or the payment of money by the City shall not relieve Contractor from any obligation to correct any incomplete, inaccurate, or defective Work (including the obligation to remedy any defective Work or materials during the one-year guarantee period after the City’s acceptance thereof) at no further cost to the City.
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14 30. CAPTIONS AND HEADINGS
The captions and headings contained in this Contract are provided for identification purposes only and shall not be interpreted to limit or define the content of the provisions described under the respective caption or heading.

31. OWNERSHIP OF DOCUMENTS
No portion of the Contract Documents may be used for any purpose other than construction of the Project, without prior written consent from City. Contractor is deemed to have conveyed the copyright in any designs, drawings, specifications, Shop Drawings, or other documents (in paper or electronic form) developed by Contractor for the Project, and City will retain all rights to such works, including the right to possession.

32. SUCCESSORS, HEIRS, AND ASSIGNS
Except as otherwise expressly provided herein, this Contract shall be binding upon the successors, endorsees, assigns, heirs, and personal representatives of each of the Parties and, likewise, shall inure to the benefit of the successors, endorsees, assigns, heirs, and personal representatives of each of the Parties. This Contract may not be assigned or transferred by Contractor without the concurrence of the surety and express written consent of the City.

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

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

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

36. CUMULATIVE REMEDIES
Except with respect to rights and remedies expressly declared to be exclusive in this Contract, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default of any other default by the other Party. 1541
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15 37. VENUE
All proceedings involving disputes over the terms, provisions, covenants, or conditions contained in this Contract and all proceedings involving any enforcement action related to this Contract shall be initiated and conducted in the applicable court or forum in Ventura County, California.

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

39. REPRESENTATIONS OF PARTIES AND PERSONS EXECUTING CONTRACT Each of the Parties to this Contract hereby represents that all necessary and appropriate actions of their governing bodies have been taken to make this Contract a binding obligation of each of the Parties hereto. The persons executing this Contract warrant that they are duly authorized to execute this Contract on behalf of and bind the Parties each purports to represent.

40. WAIVER
No delay or omission in the exercise of any right or remedy by a non-defaulting Party on any default under this Contract shall impair such right or remedy or be construed as a waiver. A Party's consent to or approval of any act by the other Party requiring the Party's consent or approval shall not be deemed to waive or render unnecessary the other Party's consent to or approval of any subsequent act. Any waiver by either Party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Contract.

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

42. COUNTERPARTS
This Agreement may be executed in any number of counterparts and each such duplicate counterpart shall constitute an original, but they shall not be effective nor enforceable unless and until it is executed with the handwritten signature or electronic signature of an authorized representative of each of the relevant Parties. Each counterpart shall be deemed to be a part of this Contract.

43. PROVISIONS REQUIRED BY LAW DEEMED INSERTED
Each and every provision of law and clause required by Law to be inserted in this Contract shall be deemed to be inserted herein and the Contract shall be read and enforced as though it were included herein, and if through mistake or otherwise any such provision is not inserted, or is not currently inserted, then upon application of either Party the Contract shall forthwith be physically amended to make such insertion or correction.
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16 44. ATTORNEY'S FEES
If either Party commences an action against the other Party, whether legal, administrative, or otherwise, arising out of or in connection with this Contract, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action.
[END OF THIS PAGE – SIGNATURE PAGE FOLLOWS]
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17 IN WITNESS WHEREOF, the Parties have entered into this Contract effective on the date as stated herein and upon signature of all Parties.

CITY OF OXNARD CONTRACTOR

 Luis A. Mc Arthur, Mayor1 Date Jeff Petty, President 2 Date ☐ Purchasing Agent

Tim Griffin, Secretary Date
ATTEST:

Lourdes A. López, Date
City Clerk (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. The Purchasing Agent may execute any authorized agreement up to $220,000.
2 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 legallybinding documentation stating who can sign and bind your company. 1544
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18 EXHIBITS
Exhibit A: Contractors Bid Proposal.

Exhibit B: Form INS-G: Insurance Requirements.

Exhibit C: Iran Contracting Act Certification Form completed by Contractor.

Exhibit D: [RESERVED].

Exhibit E: [RESERVED]
Exhibit F: [RESERVED]
EXHIBIT G: Grant of Non-Exclusive Right of Entry Agreement Bonds
The corresponding exhibits and forms contained within follow. 1545

EXHIBIT A

CONTRACTORS BID PROPOSAL
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*
$2,185,916.00
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* Contract award amount is $2,373,716.00 which is the total of Base Amount $2,185,916 plus Additive Item #1 - $38,880 plus Additive Item #2 - $148,920. 1548
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EXHIBIT B
FORM INS-G: INSURANCE REQUIREMENTS

INSURANCE REQUIREMENTS FOR CONSTRUCTION PROJECTS
(WITHOUT BUILDER’S RISK REQUIREMENT)

1. Contractor shall obtain and maintain during the performance of any services under this Contract the following insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of services hereunder by Contractor, its agents, representatives, employees or subcontractors. a. Commercial General Liability Insurance, including Contractual Liability, in an amount not less than $2,000,000 combined single limit for bodily injury and property damage for each claimant for general liability with coverage equivalent to Insurance Services Office Commercial General Liability Coverage (Occurrence Form CG 0001). If a general aggregate limit is used, that limit shall apply separately to the project location or shall be twice the occurrence amount; b. Business Automobile Liability Insurance in an amount not less than $1,000,000 combined single limit for bodily injury and property damage for each claimant for automobile liability with coverage equivalent to Insurance Services Office Automobile Liability Coverage (Occurrence Form CA0001) covering Code No. 1, “any auto;” c. If architectural, engineering, or electrical work will be performed under the Contract, Professional Liability/Errors and Omissions Insurance appropriate to the work being done in an amount not less than $1,000,000, with neither Contractor nor listed subcontractors having less than $500,000 individually. The Professional Liability/Errors and Omissions Insurance must be project specific with at least a one year extended reporting period, or longer upon request. d. Workers’ Compensation Insurance in compliance with the laws of the State of California, and Employer’s Liability Insurance in an amount not less than $1,000,000 per claimant. Additionally, the workers’ compensation policy shall include a waiver of all rights of subrogation which the insurer may have against the City.

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

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

4. Contractor agrees that the Commercial General Liability and Business Automobile Liability Insurance policies shall be endorsed to name City, its City Council, officers, employees and volunteers as additional insureds as respects: liability arising out of activities performed by or on behalf of Contractor; products and completed operations of Contractor; premises owned, occupied or used by Contractor; or automobiles owned, leased, hired or borrowed by Contractor. The coverage shall contain no special limitations on the scope of protection afforded to City, its City Council, officers, employees and volunteers. The General Liability Special Endorsement Form and Automobile Liability Special Endorsement Form attached to this Exhibit INS-G 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 selfinsurance coverages (this must be endorsed). Additionally, the workers’ compensation policy shall include a waiver of all rights of subrogation which the insurer may have against the City. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to City, its City Council, officers, employees and volunteers. The insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.

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

7. All insurance standards applicable to Contractor shall also be applicable to Contractor’s subcontractors. Contractor agrees to maintain appropriate agreements with subcontractors and to provide proper evidence of coverage upon receipt of a written request from the Risk Manager.
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INSTRUCTION FOR SUBMITTING INSURANCE CERTIFICATES AND ENDORSEMENT FORMS Certificates of Insurance
The sample accord form on the following page is provided to facilitate your preparation and submission of certificates of insurance.

You may use this or any industry form that shows coverage as broad as that shown on the attached sample. Please note the certificate holder address must be as shown on the attached sample accord form with the contract number and insurance exhibit identification information completed. Improperly addressed certificates may delay the contract start-up date because the City=s practice is to return unidentifiable insurance certificates to the insured for clarification as to the contract number.

Cancellation provisions must be endorsed to the policy. Modifying the certificate does not change coverage or obligate the carrier to provide notice of cancellation.

Endorsement Forms
Original endorsements are required for general liability and automobile liability insurance policies and must be attached to the applicable certificate of insurance. City preference is that you use the endorsement forms which are attached. Substitute forms will be accepted, however, as long as they include provisions comparable to the attached.

INS-G.doc
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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.

CODESUB-CODE COMPANIES AFFORDING INSURANCE COVERAGE

INSURED COMPANY

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

A AUTOMOBILE LIABILITY
[x] ANY AUTO

ALL OWNED AUTOS

SCHEDULED AUTOS

HIRED AUTOS

NON-OWNED AUTOS

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

A EXCESS LIABILITY

UMBRELLA FORM

OTHER THAN UMBRELLA FORM
EACH OCCURRENCE $
AGGREGATE $
A WORKERS’ COMPENSATION
AND
EMPLOYERS’ LIABILITY

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

A OTHER
Errors and omissions insurance or malpractice insurance available for the insured’s profession; if architectural, engineering or electrical work will be performed under the Contract
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
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Agreement No. 32600483

GENERAL LIABILITY SPECIAL ENDORSEMENT
FOR THE CITY OF OXNARD (the ACity@)

SUBMIT IN DUPLICATE
ENDORSEMENT NO. ISSUE DATE (MM/DD/YY)
PRODUCER POLICY INFORMATION:

Insurance Company:

Policy No.:

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

CITY AGREEMENTS/PERMITS

TYPE OF INSURANCE

GENERAL LIABILITY
 COMMERCIAL GENERAL LIABILITY
 COMPREHENSIVE GENERAL LIABILITY
 OWNERS & CONTRACTORS PROTECTIVE
 Claims Made
Retroactive Date

 Occurrence

OTHER PROVISIONS

COVERAGES
LIABILITY LIMITS IN THOUSANDS $

EACH OCCURRENCE AGGREGATE
 GENERAL
 PRODUCTS/COMPLETED OPERATIONS
 PERSONAL & ADVERTISING INJURY
 FIRE DAMAGE


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:

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

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 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 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 Commercial General Liability Coverage, Aoccurrence@ 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
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Agreement No. 32600483

AUTOMOBILE LIABILITY SPECIAL ENDORSEMENT
FOR THE CITY OF OXNARD (the ACity@)

SUBMIT IN DUPLICATE
ENDORSEMENT NO. ISSUE DATE (MM/DD/YY)
PRODUCER POLICY INFORMATION:

Insurance Company:

Policy No.:

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

CITY AGREEMENTS/PERMITS

TYPE OF INSURANCE OTHER PROVISIONS
 COMMERCIAL AUTO POLICY
 BUSINESS AUTO POLICY
 OTHER
LIMIT OF LIABILITY CLAIMS: Underwriter=s representative for claims pursuant to this insurance.

Name:

Address:

Telephone: ( )
$ per accident, for bodily injury and property damage.

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

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

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

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

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 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, Aoccurrence” form CA0001, code (Aany 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 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
Rev. 4/26 INS-G.doc
1553

EXHIBIT C

IRAN CONTRACTING ACT CERTIFICATION FORM
1554

EXHIBIT D

RESERVED
1555

EXHIBIT E

RESERVED

1556

EXHIBIT F

RESERVED
1557

EXHIBIT G

GRANT OF NON-EXCLUSIVE RIGHT OF ENTRY AND INDEMNIFICATION AGREEMENT BY AND BETWEEN THE CITY OF OXNARD AND _______________
THIS RIGHT OF ENTRY AND INDEMNIFICATION AGREEMENT (the “Agreement”), is made and entered into by and between the City of Oxnard, a municipal corporation located in the County of Ventura, State of California, hereinafter referred to as the “Grantor”, and _____________, a California corporation, hereinafter referred to as the “Grantee.” Grantor and Grantee are sometimes hereinafter referred to individually as “Party” and collectively referred to as the “Parties.”
RECITALS:

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

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

Section 1. GRANT OF RIGHT OF ENTRY
The Grantor hereby grants the Grantee a temporary non-exclusive right of entry upon the Subject Properties for the purpose of use for working, lay down and staging areas, including the right to locate construction trailers and construction equipment, storing equipment and materials; on the areas shaded in pink and blue on Attachment “A” attached hereto and made a part hereof, hereinafter referred to as “staging area.”
Section 2. GRANTEE’S RESPONSIBILITY
The Grantee shall, at its sole expense, perform, or cause to be performed, all of the services associated with installing, maintaining, operating, repairing, and removing any improvements 1558
necessary to make the Subject Properties suitable for safe use of Subject Properties, in a manner causing the least amount of interference with the Subject Properties, including, without limitation, taking reasonable precautions to assure the safety of persons and property on the Subject Properties.

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

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

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

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

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

However, if the work is not completed by the Expiration Date the right of entry shall be extended for thirty (30) calendar days after the Expiration Date of this Agreement, then Grantee’s right to enter the Subject Properties for the purpose of performing the work shall expire on that date (the “Extended Expiration Date”). A request to postpone the Expiration Date any further than the Extended Expiration Date shall be accompanied by revised proposed scope of services and shall require the prior written approval of the Grantor.
1559
Section 6. TERMINATION OR SUSPENSION
If Grantee is in violation of the terms and conditions set forth herein, this Agreement may be terminated or suspended provided Grantor provides Grantee with written notice of such violation.

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

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

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

To the Grantor: The City of Oxnard [ATTN ] Address
To the Grantee: Contractor [ATTN] Address
b. Notices and other documents shall be deemed delivered upon receipt by personal service or as of the second (2nd) day after deposit in the United States mail. c. The parties to this Agreement may change their notification addresses from time to time upon written notice to one another.

Section 9. INSURANCE

14. INSURANCE
Grantee shall procure and maintain at its own expense at all times during the period covered by this Agreement the following policies of insurance as approved by the City’s Risk Manager as set forth in INS-X attached.

Section 10. INTERPRETATION
Any rule of construction which states that ambiguities are to be resolved against the drafting party shall not apply in interpreting this Agreement.

Section 11. WAIVER
a. No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective, unless executed in writing and signed by the party making the waiver.
1560
b. No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any such waiver constitute a continuing or subsequent waiver of the same provision.
c. Failure of either party to enforce any provision of this Agreement shall not constitute a waiver of the right to compel enforcement of the remaining provisions of this Agreement.

Section 12. CAPTIONS AND HEADINGS
The captions and headings contained in this Agreement are provided for identification purposes only and shall not be interpreted to limit or define the content of the provisions described under the respective caption or heading.

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

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

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

Section 16. MUTUAL COOPERATION
The parties hereto agree that they will each cooperate with the other, and shall provide such information and documentation as is reasonably necessary to fulfill the intent of this Agreement, and shall make diligent response to inquiries and requests for information from the other party.

Section 17. VENUE
All proceedings involving disputes over the terms, provisions, covenants or conditions contained in this Agreement and all proceedings involving any enforcement action related to this Agreement shall be initiated and conducted in the applicable Court of competent jurisdiction in the County of Ventura, California.
1561
Section 18. ATTORNEY'S FEES
In the event any action, suit or proceeding is brought for the enforcement of, or the declaration of any right or obligation pursuant to this Agreement or as a result of any alleged breach of any provision of this Agreement, the prevailing party in such suit or proceeding shall be entitled to recover its costs and expenses, including reasonable attorney’s fees, and any judgment or decree rendered in such a proceeding shall include an award thereof.

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

Section 20. COUNTERPARTS
This Agreement may be executed by the parties in counterparts, and when executed by each of the parties, each counterpart shall be deemed to be a part of this Agreement IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of _________________________, 2026.

GRANTOR GRANTEE
The City of Oxnard ______________________________
By: ______________________ By: ___________________________ Public Works Director ______________________________
Approved as to Form
By: ______________________
Stephen M. Fischer
City Attorney
1562

ATTACHMENT A
(SUBJECT PROPERTIES) Parcel Numbers:
1563
Bond No. __________

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

WHEREAS the City of Oxnard (“Agency”), State of California, has awarded to American Asphalt South, Inc., 2990 Myers Street, Riverside, CA 92503 (“Principal”) (Name and address of Contractor)
a contract (the “Contract”) for the Work described as ADVANCED ALLEY MAINTENANCE PROGRAM – PHASE I, SPECIFICATION NO. PW 26-06.

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

NOW, THEREFORE, we, the undersigned Principal, and

(Name and address of Surety)
a corporation organized and existing under the laws of the State of __________________ (“Surety”) a duly admitted surety insurer under the laws of the State of California, as Surety, and our heirs, assignees, successors, executors and administrators are held and firmly bound, jointly and severally, unto the Agency and all Contractors, Subcontractors, laborers, material suppliers, and other persons employed in the performance of the Contract and referred to in Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code in the penal sum of TWO

MILLION THREE HUNDRED SEVENTY-THREE THOUSAND SEVEN HUNDRED SIXTEEN DOLLARS ($2,373,716.00), this amount being not less than one hundred percent (100%) of the total Contract Price in lawful money of the United States of America, for materials furnished or labor thereon of any kind, or for amounts due under the Unemployment Insurance Act with respect to this Work or labor, that the Surety will pay the same in an amount not exceeding the amount hereinabove set forth, and also in case suit is brought upon this Bond, will pay, in addition to the face amount thereof, costs and reasonable expenses and fees, including reasonable attorneys’ fees, incurred by Agency in successfully enforcing this obligation, to be awarded and fixed by the court, and to be taxed as costs and to be included in the judgment therein rendered.

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

Upon expiration of the time within which the California Labor Commissioner may serve a civil wage and penalty assessment against the principal, any of its Subcontractors, or both the principal and its Subcontractors pursuant to Labor Code Section 1741, and upon expiration of the time within which a joint labor management committee may commence an action against the principal, any of its Subcontractors, or both the principal and its Subcontractors pursuant to Labor Code Section 1771.2, if the condition of this Bond be fully performed, then this obligation shall become null and void; otherwise, it shall be and remain in full force and effect. 1564
The Surety hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the Contract, including all incorporated documents, shall in any manner affect its obligations on this Bond. The Surety hereby waives notice of any such change, extension, alteration, or addition. Additionally, the Surety hereby waives California Civil Code 2845 and 2849 as well as any statutes of limitation, statutes of repose and laches as they may apply to an action on this Bond.

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

Dated:
“Principal”
By:

Its:

(Seal)

“Surety”
By:

Its:

By:

Its
(Seal)
Notes: This Bond must be executed and dated, all Surety signatures must be notarized, and evidence of the authority of any person signing as attorney-in-fact must be attached. Date of Bond must not be before the Effective Date of the Contract. Surety companies executing Bonds must appear on the Treasury Department’s most current list (Circular 570 as amended) and be authorized to transact business in the State of California.
1565
Bond No. __________

PERFORMANCE BOND
KNOW ALL PERSONS BY THESE PRESENTS that:

WHEREAS the City of Oxnard (“Agency”), has awarded to American Asphalt South, Inc., 2990 Myers Street, Riverside, CA 92503 (“Principal”)
(Name and address of Contractor)
a contract (the “Contract”) for the Work described as ADVANCED ALLEY MAINTENANCE PROGRAM – PHASE 1, SPECIFICATION NO. PW 26-06.

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

NOW, THEREFORE, we, the undersigned Principal, and

,
(Name and address of Surety)
a corporation organized and existing under the laws of the State of __________________ (“Surety”) a duly admitted surety insurer under the laws of the State of California, as Surety, are held and firmly bound unto the Agency in the penal sum of TWO MILLION THREE HUNDRED SEVENTY-THREE THOUSAND SEVEN HUNDRED SIXTEEN DOLLARS ($2,373,716.00), this amount being not less than one hundred percent (100%) of the total Contract Price in lawful money of the United States of America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, assignees, successors, executors and administrators, jointly and severally, firmly by these presents.

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

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

The Surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract, including all incorporated documents, or of the Work to be performed thereunder or the Specifications accompanying the same shall in any way affect the Surety’s obligations under this Bond. The Surety hereby waives notice of any such change, extension of time, alteration or addition to the terms of the Contract or to the Work or to the Specifications.

Surety hereby waives California Civil Code 2845 and 2849. The City is the principal beneficiary of this Bond and has all rights of a party hereto.
1566
IN WITNESS WHEREOF, this instrument has been duly executed by Principal and Surety, on the date set forth below, the name of each party being hereto affixed and these presents duly signed by its undersigned representative(s) pursuant to authority of its governing body.

Dated:
“Principal”
By:

Its:
(Seal)
“Surety”
By:

Its:

By:

Its
(Seal)
Notes: This Bond must be executed and dated, all Surety signatures must be notarized, and evidence of the authority of any person signing as attorney-in-fact must be attached. Date of Bond must not be before the Effective Date of the Contract. Surety companies executing Bonds must appear on the Treasury Department’s most current list (Circular 570 as amended) and be authorized to transact business in the State of California.
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1568

FREMONT

NORTH CARRIAGE
SQUARE

EAST VILLAGE

ROSE PARK

SEA VIEW

ESTATES

VIA MARINA

REDWOOD
BRYCE
CANYON
NORTH

BLACKSTOCK
NORTH

COLLEGE

ESTATES

BLACKSTOCK
SOUTH
BRYCE
CANYON
SOUTH

TERRACE

PLEASANT ESTATES
VALLEY

ESTATES
SILVER

STRAND PLEASANT
VALLEY

VILLAGE

SOUTHWINDS

GOLF COURSE

VICTORIA

ESTATES WINDSOR NORTH

RIVER RIDGE SIERRA LINDA

ORCHARD

CABRILLO

TEAL CLUB

FREMONT

SOUTH WILSON

FIVE POINTS

NORTHEAST

SEA AIR
HOBSON

PARK WEST HOBSON

PARK EAST

MARINA WEST

BARTOLO
SQUARE
NORTH

BARTOLO CAL-GISLER
SQUARE
SOUTH

CYPRESS

RIVERPARK
EL RIO
WEST

SOUTH BANK
WAGON
WHEEL
OXNARD
SHORES

HOLLYWOOD

BY THE SEA

CHANNEL

ISLANDS
OXNARD
DUNES

VILLA CAPRI

SOUTHSHORE

ORMOND BEACH

COMMERCIAL AREA
EL RIO

RIO LINDO

AUTO CENTER

NYELAND ACRES

RICE AVENUE

COMMERCIAL
AREA

LEMONWOOD

EASTMONT

PACIFIC AVENUE

COMMERCIAL AREA

TIERRA VISTA

MAR VISTA

COLLEGE PARK OXNARD

PACIFIC

DIAMOND BAR

WEST VILLAGE

LA COLONIA

KAMALA PARK
Phase I
No Cast Iron Water Main
Phase II
No Cast Iron Water Main
Oxnard Neighborhoods
.
0 0.5 1 0.25 Miles
Proposed Alley Construction Projects Phase I & Phase II 1569

FREMONT

NORTH CARRIAGE
SQUARE

EAST VILLAGE

ROSE PARK

SEA VIEW

ESTATES

VIA MARINA

REDWOOD
BRYCE
CANYON
NORTH

BLACKSTOCK
NORTH

COLLEGE

ESTATES

BLACKSTOCK
SOUTH
BRYCE
CANYON
SOUTH

TERRACE

PLEASANT ESTATES
VALLEY

ESTATES
SILVER

STRAND PLEASANT
VALLEY

VILLAGE

SOUTHWINDS

GOLF COURSE

VICTORIA

ESTATES WINDSOR NORTH

RIVER RIDGE SIERRA LINDA

ORCHARD

CABRILLO

TEAL CLUB

FREMONT

SOUTH WILSON

FIVE POINTS

NORTHEAST

SEA AIR
HOBSON

PARK WEST HOBSON

PARK EAST

MARINA WEST

BARTOLO
SQUARE
NORTH

BARTOLO CAL-GISLER
SQUARE
SOUTH

CYPRESS

RIVERPARK
EL RIO
WEST

SOUTH BANK
WAGON
WHEEL
OXNARD
SHORES

HOLLYWOOD

BY THE SEA

CHANNEL

ISLANDS
OXNARD
DUNES

VILLA CAPRI

SOUTHSHORE

ORMOND BEACH

COMMERCIAL AREA
EL RIO

RIO LINDO

AUTO CENTER

NYELAND ACRES

RICE AVENUE

COMMERCIAL
AREA

LEMONWOOD

EASTMONT

PACIFIC AVENUE

COMMERCIAL AREA

TIERRA VISTA

MAR VISTA

COLLEGE PARK OXNARD

PACIFIC

DIAMOND BAR

WEST VILLAGE

LA COLONIA

KAMALA PARK
Phase III
No Cast Iron Water Main
Cast Iron Water Main
Phase IV
No Cast Iron Water Main
Cast Iron Water Main
Phase V
No Cast Iron Water Main
Cast Iron Water Main
Oxnard Neighborhoods
.
0 0.5 1 0.25 Miles
Proposed Alley Construction Projects Phase III, Phase IV & Phase V 1570
Public Project Agreement 32600483 with
American Asphalt South, Inc. for Advanced
Alley Maintenance Program – Phase I
PW 26-06
City Council
May 5, 2026
Morgan Kessler
City Engineer
1571
RECOMMENDATION 2
That the City Council approve and authorize:

1. A total of $2,848,460.00 in Project funds for the Advanced Alley Maintenance Program-Phase I Project, Specification No.

PW 26-06;

2. The Mayor to execute an Agreement with American Asphalt South, Inc. in the amount of $2,373,716.00 for the Project and approve a Project contingency amount of $237,372.00 (~10%) with American Asphalt South, Inc. for a total not to exceed value of $2,611,088.00 for the Project;
1572

RECOMMENDATION

3. A Project allocation amount of $237,372.00 (~10%) for engineering, inspection, survey and project management for the Project; and

4. A project budget appropriation of $862.631.00 from
Measure O Fund (104) available fund balance to the
Advanced Alley Maintenance Project (C2603), as well as the corresponding Capital Outlay Fund (Fund 301) appropriation increase in the same amounts.
3 1573

BACKGROUND
The Advanced Alley Maintenance Program-Phase I Project, Specification No. PW 26-06 is a Capital Improvement Program (CIP) project intended to address deferred maintenance within the City’s alleyways. Through field inspections and public 311 service requests, City staff have identified locations where alley surfaces have deteriorated due to age and use. In the most recent Pavement Management Program Update Report, the
average Pavement Condition Index (PCI) for all City-responsible alleys is 40 out of a possible 100.
4 1574

BACKGROUND
The project was developed as a citywide effort, allowing multiple locations to be addressed under a single contract. The scope of work includes the maintenance and interim repair of existing asphalt concrete alley pavement across various neighborhood locations throughout the City. Improvements include placement and compaction of an asphalt rubber aggregate membrane (ARAM) layer for cape seal pavement treatment, application of slurry seal, and excavation and reconstruction of failed asphalt pavement areas.
5 1575

BACKGROUND
As a reminder, staff recommended, and the City Council approved, this project during the mid-cycle CIP update in May 2025. Because the City has a large number of alleyways with low PCI and cannot address them all at once, the project is intended to provide an interim maintenance overlay for alleyways that have been on the capital improvement project list for a long time. For reference, we have included the maps from the City’s Pavement Management Plan 5- Phase outlook to see the upcoming alley projects.
6 1576

DISCUSSION - CONSTRUCTION SERVICES
The base bid for the project includes work to repair failed asphalt pavement areas in alleys throughout the City using various methods, including the placement and compaction of an asphalt rubber aggregate membrane (ARAM) layer for cape seal pavement treatment, application of slurry seal, and excavation and reconstruction of failed asphalt pavement areas. Additionally, the bid form requested pricing from bidders on additive items, which is work beyond the base bid items.

The additive items are recommended for award because they are adjacent to the base bid locations, allowing the City to leverage a single mobilization and lower unit costs. Additionally, including these segments helps maintain continuity of pavement conditions within the neighborhood alley network.
7 1577

DISCUSSION - CONSTRUCTION SERVICES
The work associated with this project is tentatively scheduled to begin in June 2026 and continue into early October 2026 (100 working days), absent any supply chain delays, weather delays, or unforeseen site conditions. Staff and the contractor will coordinate with the various Neighborhood Councils and Environmental Resources for trash pick-up coordination to keep them informed of the schedule.

Furthermore, staff will work closely with the neighborhoods and residents directly impacted by the work to keep them informed of the project timeline, unforeseen conditions and schedule milestones.

Additionally, general project information will be disseminated on the City’s website and social media accounts to help keep the public informed.
8 1578

DISCUSSION - CONSTRUCTION SERVICES
• Notice Inviting Formal Bids (NIFB) was published on
March 5, 2026, in a local newspaper (Vida),
• Also published in multiple online platforms and bid boards. • Directly distributed to 41 contractors who have registered with the City.

Bids were opened on March 25, 2026. The City received five bids:
• Estate Design & Construction.: $722,635.00
• Roy Allan Slurry Seal, Inc: $2,098,558.00
• American Asphalt South, Inc.: $2,373,716.00
• Pavement Coatings Co.: $2,859,692.00
• Manhole Adjusting, Inc.: $2,810,958.00
9 1579

DISCUSSION - CONSTRUCTION SERVICES
• The bid submitted by Estate Design and Construction and by Roy Allen Slurry Seal, Inc. was rejected for not meeting minimum requirements for a responsive bid per the bid
package.
• Accordingly, American Asphalt South, Inc. is determined to be the lowest responsive bidder to the City’s NIFB
• Staff recommends that the City Council award the contract for this Project to American Asphalt South, Inc.
10 1580

DISCUSSION - CONSTRUCTION SERVICES
Total cost for the Project is $2,848,460.00 which
includes:
• Agreement 32600483 with American Asphalt South, Inc. in the amount of $2,373,716.00
• Contingency of $237,372.00 (~10%)
• Engineering, inspection, survey, construction management, and project management (EISPM) of $237,372.00 (~10%)
11 1581

FINANCIAL IMPACT
The total project cost is $2,848,460, encompassing the
construction agreement, contingency, and project allocation.

Currently, the Advanced Alley Maintenance Project (C2603) has an available budget balance of $1,985,829 within the Measure O Fund (104). To address the remaining $862,631 funding, staff requests an appropriation from the available Measure O Fund (104) fund balance.
12 1582
End of Presentation
1583

CITY COUNCIL AGENDA REPORT

REPORTS
AGENDA ITEM NO. N.7
DATE: May 5, 2026
TO: City Council
FROM: Michael Wolfe, Public Works Director, (805) 385-8055, [email protected] SUBJECT: Agreement 32600400 with GreenCoast Landscapes Inc. for Grid Pruning Services, Specification No. PW 26-38.

RECOMMENDATION
That the City Council approve and authorize the Mayor to execute an Agreement with GreenCoast Landscapes Inc. for an initial term of one year from May 20, 2026, to May 19, 2027, with an option for four consecutive one-year extensions ending May 19, 2031 and a total not to exceed amount of $6,000,000 for grid pruning services. (The Council Meeting agenda for May 5, 2026 will be posted prior to the April 28, 2026 Public Works and Transportation Committee meeting. Therefore, as of the drafting of the staff report the Committee outcome has not yet been determined.) Please click the following link to view the required Measure M pre-recorded presentation video: https://youtu.be/T6jqDjNW_bs

BACKGROUND
The Public Works Department is responsible for over 41,000 trees in parkways, medians, and parks within the City of Oxnard. Before 2022, the City did not have a routine and continuous tree maintenance program. The current staffing levels for the Tree Crew within the Public Works Department conduct and oversee a large amount of tree work, both routine and emergency, throughout the entire City. The contracting of this routine tree trimming work is packaged to be cost-effective because of volume pricing and allows the City Tree Crew to be more flexible and reactive to other priority tree maintenance needs throughout the City. For the past five years, the City has contracted out tree grid pruning.

This Agreement provides large-scale grid pruning work that achieves our goal of a citywide five-year grid pruning cycle.

Grid pruning is a term used when all of the trees, regardless of size or species, are trimmed within a given geographic location at volume pricing. It is also a proactive and organized program in which the City systematically prunes every City-owned tree on a regular schedule. The scheduled grid pruning follows accepted arboriculture standards and simultaneously combines preventative maintenance with necessary reactive work, rather than having unscheduled requests and other tree issues accumulate. Under the previous grid pruning agreement, the City completed its most recent citywide grid pruning cycle in 2025.

This Agreement has a one-year term, with the option to extend four additional one-year terms with a total not to exceed amount of $6,000,000. All work will be issued through task orders at the direction of the City Staff overseeing the citywide tree maintenance.

DISCUSSION
The intent of this Agreement is to continue providing large-scale trimming of over 41,000 trees that are managed by the City, which include trees in the rights-of-way and parks. Through this Agreement, the second cycle of the five-year grid pruning program will be performed for all City trees, regardless of location. The Special Districts Division will also 1584
utilize this Agreement, provided there is funding available for the districts that are being serviced.

The Request for Bids (RFB) on this Project was published on December 9, 2025, and all bids were due on January 23, 2026. The City received the following bids:

GreenCoast Garcia’s Mariposa United
Pacific
A-Plus WCA SGD
Year 1 $213.00 $240.00 $243.00 $257.00 $441.00 $435.00 $450.00 Year 2 $216.00 $240.00 $252.00 $265.00 $441.00 $450.00 $480.00 Year 3 $219.00 $240.00 $261.00 $278.00 $456.00 $465.00 $510.00 Year 4 $222.00 $240.00 $267.00 $287.00 $468.00 $480.00 $540.00 Year 5 $225.00 $240.00 $273.00 $296.00 $482.00 $495.00 $570.00 Total $1,095.00 $1,200.00 $1,296.00 $1,383.00 $2,288.00 $2,325.00 $2,550.00 The lowest bidder is GreenCoast Landscapes, Inc. and their bid is responsive to the City’s RFB. Following this determination, procurement staff reviewed all documentation received from GreenCoast Landscapes Inc. Procurement staff have verified possession of the required and currently valid licenses, reviewed the federal Occupational Safety and Health Administration (OSHA) website for safety violations, and verified registration with the California Department of Industrial Relations (DIR). Based upon the available information and research performed to date, staff believes the contractor is capable of satisfactorily completing the project. GreenCoast Landscapes Inc. currently has agreements with the City for landscape services in City Parks and Street Landscapes and has been performing per their contract requirements. Therefore, staff recommends that the City Council award the Agreement for these services to GreenCoast Landscapes Inc.

Additionally, the bids that were submitted by GreenCoast Landscapes are $2 to $3 cheaper per tree than the previous Grid Pruning Services Agreement that was awarded in 2022.

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

FINANCIAL IMPACT
The total cost for this Agreement with GreenCoast Landscapes Inc. shall not exceed $6,000,000 for Grid Pruning Services for a term of one year, with the option of four one-year extensions. This Agreement will be used as needed and as funding is available.

Parks will be the primary division using this Agreement within the Park’s General Fund FY 2025-26 Adopted Budget (account 1013302-53200). However, the Special Districts division will also have the ability to utilize this Agreement, provided the funding is available for the district that is being serviced. Funding for subsequent fiscal years will be requested in the recommended budgets.

Estimated Spending Plan with GreenCoast Landscapes
Division FY 2025-26
(2 months)
FY 2026-27 FY 2027-28 FY 2028-29 FY 2029-30 FY 2030-31
(10 Months)
TOTAL
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Parks $100,000 $800,000 $800,000 $800,000 $800,000 $700,000 $4,000,000 Special
Districts $75,000 $400,000 $400,000 $400,000 $400,000 $325,000 $2,000,000 TOTAL $175,000 $1,200,000 $1,200,000 $1,200,000 $1,200,000 $1,025,000 $6,000,000

COMMITTEE OUTCOME
The Council Meeting agenda for May 5, 2026 will be posted prior to the April 28, 2026 Public Works and Transportation Committee meeting. Therefore, as of the drafting of the staff report, the Committee outcome has not yet been determined.

Please click here to view the Measure M pre-recorded presentation video.

Prepared by: Steve Howlett, Assistant Public Works Director, Brandon Lopez, Parks Manager

ATTACHMENTS

1. Agreement 32600400

2. Bid Tabulation RFB

3. Prior Agreement Rate Sheet

4. Presentation
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GENERAL SERVICE AGREEMENT

BETWEEN
THE CITY OF OXNARD AND GREENCOAST LANDSCAPES INC.

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

1. [INTENTIONALLY OMITTED].

2. SUMMARY DESCRIPTION OF SERVICES.

The Service Provider shall furnish all labor, equipment, and materials necessary to perform grid-based tree pruning services in accordance with City requirements. The Service Provider must maintain valid State of California C-49 or D-49 licenses and an active ISA Certified Arborist credential. All work shall comply with ISA standards, ANSI A300 and Z133 safety requirements, and accepted arboricultural practices, and is subject to City inspection and approval.

Services include structural pruning, crown raising and cleaning, and removal of dead, diseased, or hazardous limbs (excluding Eucalyptus globulus), with topping prohibited unless approved. The Service Provider shall provide advance public notification, implement approved traffic control, perform daily cleanup and debris recycling, and maintain GIS-compatible records with monthly reporting. Compensation shall be per tree within designated grids as pre-approved by the City.

The Services to be performed pursuant to this agreement are described in the Scope of Services, attached hereto as Exhibit A. Service Provider may not be the exclusive provider of services to the City. The City does not guarantee a specified amount of work under this agreement.

3. PARTIES.

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

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GreenCoast Landscapes Inc., a corporation of the State of California, located at 9294 Stockton Rd., Moorpark, CA 93021.

4. TERM OF AGREEMENT: From: May 20, 2026 To: May 19, 2027 A. Time is of the essence in this Agreement.

B. The City shall have the option for (4) four consecutive (1) one-year extensions, in accordance with the scope of work and general terms and conditions of the General Services Agreement.

Base Year: May 20, 2026 – May 19, 2027
Option Year 1: May 20, 2027 – May 19, 2028
Option Year 2: May 20, 2028 – May 19, 2029
Option Year 3: May 20, 2029 – May 19, 2030
Option Year 4 May 20, 2030 – May 19, 2031
C. This Agreement shall not exceed a total of five (5) years (including the initial term and any options to extend). The City in its sole discretion may exercise the option terms upon sixty (60) days written notice to the Consultant (or any other time if the parties so agree) in accordance with Section 12 of this Agreement. The option term shall be commenced by an amendment to this agreement.

D. All services required of Service Provider under this Agreement shall be completed on or before the end of the term of the Agreement.

5. AGREEMENT AMOUNT NOT TO EXCEED: $6,000,000.00.
1 6. AGREEMENT EXHIBITS: The following documents memorialized below are the only exhibits to this agreement and are incorporated by reference as though fully set forth herein. In the event of a conflict between the Exhibits and this Agreement, the Agreement controls.

Exhibit A: Scope of Services
Exhibit B: Schedule of Compensation
Exhibit C: Insurance Requirements: City Insurance Exhibit INS-G Exhibit D: [RESERVED]
Exhibit E: Living Wage Policy
Exhibit F: Prevailing Wage Policy
Exhibit G: Iran Contracting Certification
1 This is not a guaranteed dollar amount. No services or work performed pursuant to a Task Order shall exceed the “Not to Exceed” Amount of the Contract or the agreed upon amount stated in the Task Order.

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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, Service Provider’s services shall be performed or immediately supervised by the Service Provider’s Representative:

City Designated Representative:

Name: Pamela Freyder
Title: Administrative Services Coordinator
Phone: (805) 200-5242
Email: [email protected]
Address: 1060 Pacific Avenue, Building 3,
Oxnard, CA 93030
Service Provider Designated
Representative:

Name: Juan D. Perez Delgado
Title: CEO/President
Phone: 805-702-5712
Email: [email protected]
Address: P.O. Box 659
Somis, CA 93066

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

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

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

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

9. SERVICE PROVIDER’S SERVICES.

A. Service Provider shall perform only the type or category of services as 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 and are subject to the direction of the City Manager or Department Director. Service Provider hereby designates its Project Manager, as set forth in “Exhibit A” as the person responsible for the

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Services who shall coordinate with City’s Project Manager in executing the scope of services under this Agreement.

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

A. Annual Rate and Fees adjustments must be requested in writing 30 days prior to the adjusted prices effective date, and shall not exceed 3% and are subject to approval by the City. Rates may be adjusted solely to reflect revisions to prevailing labor rates issued by the Secretary of Labor or to account for equitable adjustments arising from unforeseen cost increases incurred by the Service Provider, including tariffs or other unexpected circumstances. Adjustments are subject to approval by the City.

B. No retroactive price adjustments will be granted, and the City shall benefit from any decrease in prices. The City is under no obligation to purchase any specified amount of goods or services.

11.PAYMENT & INVOICES. 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 Service Provider of the item(s) being disputed and the reason(s) therefore. The City may withhold payment for such disputed items until resolution of the dispute.

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

B. Non-Appropriation of Funds. Payments to be made to Service Provider by City for the Services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted and unencumbered appropriation of City. In the event City does not appropriate sufficient funds for payment of the Services beyond the current fiscal year, this Agreement shall cover payment for the Services only up to the

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conclusion of the last fiscal year in which City appropriated sufficient funds and shall automatically terminate at that fiscal year’s conclusion.

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

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

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

14. TERMINATION OF AGREEMENT. City may terminate this Agreement at any time, with or without cause and without penalty, upon fifteen (15) calendar days’ prior written notice pursuant to Section 22 of this agreement. Such termination shall be effective on the date specified in the notice, or if no date is specified, then fifteen (15) calendar

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

15.[RESERVED].

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

Service Provider and its employees, subcontractors, and agents have no authority, express or implied, to act on behalf of City in any capacity, to incur any debt, obligation or liability on behalf of City, bind City in any manner, or otherwise act on behalf of City as an agent. Service Provider and its employees are not employees of City. Service Provider and its employees are not entitled to receive from City any of the benefits or rights afforded employees of City, including but not limited to reserve leave, sick leave, vacation leave, holiday leave, compensatory leave, Public Employees Retirement System benefits, and health, life, dental, long-term disability and workers’ compensation insurance benefits. Service Provider shall not, at any time or in any manner, represent that it or any of its agents, subcontractors, or employees are in any manner agents, subcontractors, or employees of City.

17. LAWFUL PERFORMANCE. Service Provider shall abide by all Federal, State, and Local Laws and Regulations as may be related to the performance of duties under this Agreement. Service Provider, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement.

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

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

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

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

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

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

Service Provider 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 Service Provider to perform its obligations pursuant to this Agreement. If Service Provider is granted such access to confidential information, Service Provider shall not be considered to be a member of the public as that term is used in Government Code Section 7920.515.

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

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 Service Provider in reliance on any Confidential Information disclosed under this Agreement.

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

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

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satisfaction of the other Party within fifteen (15) days from the date on which the breaching Party received notice of breach, the non-breaching Party may terminate this Agreement. Notice shall be given in the manner set forth in section 22.

22. NOTICES. All notices given or required to be given pursuant to this Agreement shall be in writing and may be given by personal delivery or by first-class mail. Notice sent by mail shall be addressed to each Party’s Designated Representative as set forth above in Section 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. COVENANTS AND CONDITIONS. Each term and each provision of this Agreement to be performed by Service Provider shall be construed to be both a covenant and a condition.

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

25. INDEMNIFICATION, HOLD HARMLESS & DEFENSE.

A. As a separate and independent covenant from Service Provider’s obligations under this section, Service Provider shall to the fullest extent permitted by law, immediately defend, indemnify, and hold harmless City, its legislative and advisory bodies, and the City’s officials, directors, officers, employees, and agents (the “Indemnitees”) from and against all liabilities regardless of nature, type, or cause, arising out of or resulting from Service Provider’s negligence or willful misconduct in the performance of the services described in this Agreement or failure to comply with any of its obligations contained in this Agreement, Service Liabilities subject to the duties to defend and indemnify include, without limitation, all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys’ fees; court costs; and costs of alternative dispute

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resolution. Service Provider’s obligation to indemnify and defend applies unless it is proven such liabilities covered by this Section are the result of negligence or willful misconduct of any of the Indemnitees.

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

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

D. Service Provider agrees to pay all required taxes on amounts paid to Service Provider under this Agreement, and to indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Service Provider shall be solely responsible for, and shall save City harmless from, all matters relating to the payment of Service Provider’s subcontractors, material suppliers, directors, officers, employees, agents and representatives, including compliance with social security requirements, federal and State income tax withholding, and all other regulations governing employer-employee relations, as applicable.

City shall have the right to offset against the amount of any compensation

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due to Service Provider under this Agreement any amount due to City from Service Provider as a result of its failure to promptly pay to City any reimbursement or indemnification arising under this Section.

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

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

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

Prevailing wages are required to be paid to all workers, including subcontracted employees. For further information regarding Prevailing Wage Requirements please refer to Exhibit “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/PublicWorks/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.

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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 Service Provider.

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

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

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

31.SUBCONTRACTING. If Service Provider requires the assistance of a subcontractor to render any services under this agreement, Consultant shall obtain prior written consent from the City before a subcontractor performs any service pursuant to this Agreement. All subcontractors shall be identified in the Scope of Work or Task Order attached to this Agreement as Exhibit A. Service Provider is fully responsible for satisfactory completion of all its subcontractors’ work. All subcontractors shall be

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properly licensed and insured; and bonded, if applicable. Service Provider shall be responsible for all liabilities regardless of nature, type, or cause, arising out of or resulting from or in connection with subcontractors performance pursuant to this Agreement or subcontractors failure to comply with any of its obligations in connection with this Agreement.

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

33. 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.

34. AUDIT. City shall have the option of inspecting, auditing and/or reproducing all records and other written materials: used by Service Provider in preparing its billings to CITY as a condition precedent to any payment to Service Provider; or for other purposes relating to the Agreement. Service Provider will promptly furnish all documents requested by City. Additionally, if this Agreement is in excess of $10,000, the State Auditor may examine and audit Service Provider for a period of 3 years after final payment under the Agreement. Regardless of whether a State audit is permitted, Service Provider shall maintain and preserve all such records for a period of at least 3 years after final payment under the Agreement or until an audit has been completed and accepted by City, whichever occurs later. Service Provider shall maintain all such

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records in City or to promptly reimburse City for all reasonable costs incurred in conducting the audit at a location other than in City, including but not limited to expenses for personnel, salaries, private auditor, travel, lodging, meals and overhead.

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

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

36. NONDISCRIMINATORY EMPLOYMENT. Service Provider shall not unlawfully discriminate against any individual based on race, color, religion or religious creed, national origin, ancestry, ethnic group identification, primary language, physical disability, mental disability, medical condition, genetic information, marital status, gender, gender identity, gender expression, sex, sexual orientation, age, immigration status, citizenship or military and veteran status. Service Provider understands and agrees that it is bound by and will comply with all legal nondiscrimination mandates.

For every subcontractor who will perform Services, Service Provider shall be responsible for such subcontractor’s compliance with this Section.

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

38. 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.

39. 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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40. 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.

41. 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.

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

43. 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.

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

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

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In witness whereof, the Parties have entered into this Agreement effective on the date as written in section 4 and upon signature of all Parties.

CITY OF OXNARD GREENCOAST LANDSCAPES INC.

☐Luis A. Mc Arthur, Mayor2 Date Juan D. Perez Delgado, Date ☐Libertad Macias,
3 CEO/President
Purchasing Manager

Jessica K. Jauregui Rivera Date
CFO 4
ATTEST:

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

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

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

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EXHIBIT A

GENERAL SERVICE AGREEMENT
(City of Oxnard and GreenCoast Landscapes Inc.)

SCOPE OF SERVICES

Project Manager:

Brandon Lopez
[email protected]
(805) 393-3011

SCOPE OF SERVICES
Service Provider shall furnish labor, tools, equipment, materials, supplies and other incidentals and appurtenant work necessary to complete grid pruning services.

Section 1 LICENSING AND GENERAL NOTES

1.1 Licensing and Professional Certification
Required:

SERVICE PROVIDER must hold a State of California License Classification C-49 or D-49 Licenses, and an International Society of Arboriculture (ISA) Certified Arborist Credential in good standing with the ISA throughout the duration of this Agreement.

Section 2 GENERAL EXPECTATIONS

2.1 Service Provider Responsibilities and Standard of Care All tree pruning shall comply with good arboriculture practices for the particular species of trees being trimmed and shall be consistent with the International Society of Arboriculture Standards and Best Management Practices including but not limited to ISAP standards and ANSI A300 standards. The Service Provider shall also meet the requirements of the current ANSI, 2133, entitled "Safety Requirements for Arboricultural Operation:

The Project Manager shall determine if the Service Provider has met all pruning requirements and payment shall not be made for pruning that is not in accordance with the above standards. The Service Provider shall be deemed in Contract default, if they consistently fail to comply with the aforementioned standards.

2.2 Inspection of Hazardous Conditions

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Trees shall receive routine maintenance and periodic inspections at the direction of the Project Manager. Tree problems that are clearly visible during the maintenance activities, but not considered hazardous, will be reported to the City for direction and/or further evaluation. These hazards may be discovered through both routine pruning work or through other forms of inspection. All work history should be recorded within the City's tree inventory management program.

2.3 Public Noticing of Tree Pruning Operations
Service Provider shall be required to notify residents and/or businesses of scheduled tree pruning operations at least forty-eight (48) hours prior to the Work being performed. Notifications shall be made in the form of door hangers.

The Service Provider shall be required to post city approved "No Parking" signs on individual trees scheduled for pruning forty-eight (48) hours prior to the Work being performed.

2.4 Traffic Control

The Service Provider shall maintain the following requirements:

1. Service Provider shall submit traffic control plans for approval by the City Traffic Engineer. The traffic control plan must be approved by the CIty prior to beginning Work. City-approved and stamped traffic control plans are required prior to issuance of an encroachment permit.

2. Maintain a minimum of one lane in each direction at all times. Maintain access to all existing businesses at all times.

3. Traffic control plans must conform to the SSS and to the MUTCD.

4. Work taking place along arterial streets or other major thoroughfares shall be from 9:00 AM to 3:30 PM within the traffic lane and 8:00 AM to 5:00 PM outside the traffic lane. NO interference with traffic at all other times.

City staff shall stop operations if traffic control devices are not placed in accordance with approved plans. All warning devices used during hours of darkness shall be reflectorized. All damaged City owned traffic control devices shall be replaced in kind or better at the Service Provider’s expense.

Furnishing and installing traffic control plans, work area traffic control devices, flagging and any other traffic control work shall be considered as a component of the unit price per item and no separate or additional compensation will be allowed.

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2.5 Clean Up
Service Provider shall clean all job sites when work is completed, including the raking of leaves, twigs, etc. from the lawns and parkways and the sweeping of streets and sidewalks.

Each day’s scheduled work shall be completed and cleaned up and under no circumstances shall any brush, leaves, debris, or equipment be left on the street or sidewalk overnight when feasible.

Brush and debris shall be removed daily, sidewalks swept, lawns and parkways raked out, and gutters cleaned.

City staff or authorized representatives shall be the sole judge as to the adequacy of the clean-up.

2.6 Disposal of Debris
All tree branches produced as a result of the Service Provider’s operations, under this Contract, will be reduced, reused, recycled, and/or transformed. The City will receive access to their Greenwaste Recycling report, detailing the amount of debris recycled and the location. This report is used for compliance with Assembly Bill 939.

1. Greenwaste Recycling Report: Greenwaste that is transported to an off-site facility for grinding into mulch, shall be documented. That documentation will be provided to the City on a monthly basis.

2. Wood Chips - wood chips generated from pruning operations within the CIty may first be dumped at a City designated site.

3. At the direction of the City, wood waste generated from tree removals, shall be chipped into pure woodchips with an even uniform size. These chips shall be dumped in specified locations in the City.

2.7 Data Reporting
Work performed on trees will need to be recorded in a digital format that is compatible with the City's GIS tree database. The Service Provider will need to create and maintain a database with individual entries for each task performed on a specific tree (example: individual rows in a spreadsheet for each task completed for an individual tree). The Service Provider database is required to use the existing tree IDs from the City's GIS database to record and link the Service Provider’s work performed for each individual tree. The City's GIS Division will provide a copy of the City GIS tree database.

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Entries in the database will need to have standardized repeatable values, where applicable, to allow the City to perform analysis and reporting. For example, a work type of tree trim will always need to be entered into the Service Provider database as "Tree_Trim" instead of a variety of similar entries (example: "trim tree", "tree trimming", "trimming", etc.).

Any new trees planted or work on trees that are otherwise not already existing in the inventory will require the capture of GPS coordinates of the new tree with a minimum horizontal accuracy of 10 feet. The GPS coordinate data will be entered into the Service Provider’s database using latitude and longitude or coordinates from the local State Plane Coordinate System (NAD83_2011, State Plane, California Zone 5, US Feet). Attributes to be collected by field personnel may include, but is not limited to:
• Tree ID Number
• City District/Grid/LLDs/Parks/R-Areas/Residential
• Street
• Location by Address
• Location by GPS
• Species by botanical name & common name
• Tree diameter
• Tree height
• Tree condition
• Tree dollar value
• Recommended Maintenance
• Existing overhead Utilities
• Parkway Size
• Parkway Type
• Sidewalk, street and gutter damage
Work reports will be submitted monthly.

Section 3 PRUNING SERVICES

3.1 Tree Pruning
Prior to beginning the Work, the Service Provider shall review with the Project Manager the various methods, tools, and work scheduling to be used on the project. Unless otherwise indicated, tree pruning shall include but not be limited to accepted pruning practices.

Daily tree pruning operations shall commence no earlier than 8:00 A.M. and shall be completed each day no later than 5:00 P.M., or as required by City ordinances,

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or emergency operations. Work will not be performed adjacent to residential housing before 9:00 AM unless prior approval is obtained from the Project Manager.

All debris resulting from tree pruning operations shall be removed from the work site daily.

3.2 Grid Tree Pruning
At the direction of the Project Manager, the tree pruning per pre-designed areas, grids, neighborhoods or prune routes shall be conducted to include all trees regardless of size. The only exception is that no Eucalyptus globulus will be included in this work. Pruning will include structural pruning, crown raising, and slight crown cleaning in accordance with the standards set forth in the General Provisions above.

1. Service Provider shall endeavor to maintain good public relations at all times.

The work shall be conducted in a manner which will cause the least possible interference and annoyance to the public. Work shall be performed by competent employees and supervised by an experienced, English speaking supervisor in tree maintenance operations. The Service Provider shall be responsible for advance notification to the residents at each work location of the intended tree operations. The Service Provider shall be responsible to see the private property vehicles at work locations are not endangered or damaged during the course of work.

2. Service Provider shall exercise precautions as necessary when working adjacent to aerial and subterranean utilities. Service Provider must utilize qualified line clearance tree trimmers if working within 10 ft. of high voltage power lines. In the event that aerial utility wires present a hazard to the Service Provider’s personnel or others near the Work site, Work is to immediately cease and the appropriate utility company notified. Work shall then commence in accordance with instructions from the utility company. In the event that Work causes excavation, the City is responsible for properly marking the location and the Service Provider is responsible for appropriate notification of Underground Service Alert (USA).

3. No hooks, gaffs, spurs or climbers will be used for climbing trees other than for removals and inaccessible Palms, when needed and preapproved by the City Arborist.

4. Final pruning cuts shall be made without leaving stubs. Cuts shall be made in a manner to promote fast callus growth.

5. The specific techniques employed shall be consistent with the industry practice for the size and species of tree being trimmed. All dead, broken, damaged,

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diseased, or insect infested limbs shall be removed at the trunk or main branch.

All cuts shall be made sufficiently close, ½ inch to the parent stem so that healing can readily start under normal conditions. All limbs 2” or greater shall be undercut to prevent splitting. The remaining limbs and branches shall not be split or broken at the cut. All crossed or rubbing limbs shall be removed unless removal will result in large gaps in the general outline of the tree.

6. Cut laterals to preserve the natural form of the tree, leaving the head open enough for branching system to show and permitting the dead material to be easily cleaned out and light to show through the head. Tree foliage shall be reduced by at least twenty (25%) but no more than (35%).

7. Trim to remove dead wood or weak, diseased, insect-infested, broken, low, crossing limbs. Branches with an extremely narrow angle of attachment should normally be removed. Small limbs, including suckers and watersprouts, shall be cut close to the trunk or branch from which they arise.

8. Heading cuts and/or topping will not be allowed without City approval. Heading, rounding over, or stubbing shall not be an accepted practice for reducing the size or the framework of any tree.

3.3 Payment
Tree Pruning by Grid on the Bid sheet is priced per tree and is based on tree pruning in pre­ designated districts or grids on a set cycle and includes all trees (small, medium and large sized). Trees are not excluded from the Grid.

All Work will be pre-approved by the Project Manager prior to starting Work.

Each request shall include, but not be limited to, a list of each street that tree maintenance operations took place, the address of each individual tree, the species and height and trunk diameter of each individual tree, all materials, labor and taxes; if it does not, the Service Provider shall clarify any missing information before commencing Work. A separate invoice is required for each request issued pursuant to the Contract.

Service Provider shall only invoice for time spent at the locations of service. The City shall not pay for time spent on route or traveling to acquire parts or supplies.

No per diem will be paid. No additional payment will be made for travel time to and from the job site.

Furnishing and installing work area traffic control devices and flagging shall be considered as a component of the unit price per item and no separate or additional compensation will be allowed.

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Move in/move out of equipment shall be considered as a component of the contract unit price and no separate or additional compensation will be made.

3.4 Inspection
The City shall, at all times, have access to the Work and shall be furnished with every reasonable facility for ascertaining full knowledge respecting the progress, Workmanship, and character of materials and equipment used and employed in the Work.

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EXHIBIT B

GENERAL SERVICE AGREEMENT
(City of Oxnard and GreenCoast Landscapes Inc.)

SCHEDULE OF COMPENSATION

.

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EXHIBIT C

GENERAL SERVICES AGREEMENT
(City of Oxnard and GreenCoast Landscapes Inc.)

INSURANCE REQUIREMENTS

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

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EXHIBIT D

GENERAL SERVICES AGREEMENT
(City of Oxnard and GreenCoast Landscapes Inc.)
[RESERVED]

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EXHIBIT E

GENERAL SERVICES AGREEMENT
(City of Oxnard and GreenCoast Landscapes Inc.)

LIVING WAGE POLICY

Pursuant to the Living Wage Policy adopted July 9, 2002 by the City Council and effective October 1, 2002, the City Manager and City Attorney are directed to include the following language in all standard trade services contracts and all unique trade services contracts governed by the Living Wage Policy.

A. Service Provider shall compensate any employee of Service Provider who provides services under this Agreement in accordance with the Living Wage Policy, attached hereto and incorporated herein by reference as the Living Wage Policy Exhibit. While this Agreement is in effect, Service Provider shall pay such employee no less than $20.06 per hour for each hour that such employee provides services under this Agreement. In addition, while this Agreement is in effect, Service Provider shall provide to such employee no less than 96 hours of paid leave per calendar year.

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

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

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

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CITY OF OXNARD LIVING WAGE REQUIREMENTS
EFFECTIVE JULY 1, 2025
Service Provider shall compensate any employee of Service Provider who provides Services under this Agreement in accordance with the Living Wage Policy, attached hereto and incorporated herein by reference as Exhibit E. While this Agreement is in effect, Service Provider shall pay such employee no less than $20.06 per hour for each hour that such employee provides Services under this Agreement. This hourly rate shall be adjusted on July 1, 2026, and each July 1 thereafter, according to the percentage change in the Consumer Price Index, all items, prepared by the Bureau of Labor Statistics for the Los Angeles area relating to all urban consumers (CPI-U), index base 1982- 84=100, comparing May of the previous year to May of the current year. In addition, while this Agreement is in effect, Service Provider shall provide to such employee no less than 96 hours of paid leave per calendar year.

A. Service Provider agrees to post, at a location readily accessible to those employees providing Services to the City, a copy of the Living Wage Policy adopted by the Oxnard City Council on July 9, 2002 and effective October 1, 2002.

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

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

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EXHIBIT F

GENERALSERVICES AGREEMENT
(City of Oxnard and GreenCoast Landscapes Inc.)

PREVAILING WAGE

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

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

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

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

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

6. Service Provider shall comply with Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Administrative Code Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects for all apprenticeable occupations. Before commencing work under this Agreement, Service Provider shall provide City with a copy of the information submitted to any applicable apprenticeship

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program. Within 60 days after concluding the Project, Service Provider and each of its subcontractors shall submit to City a verified statement of the journeyman and apprentice hours performed under this Agreement.

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

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

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

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

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

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

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

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

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EXHIBIT G

GENERAL SERVICES AGREEMENT
(City of Oxnard and GreenCoast Landscapes Inc.)

IRAN CONTRACTING ACT CERTIFICATION

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A Plus Tree,
LLC
Garcia's
Landscaping
Maintenance
Inc.

GreenCoast
Landscapes
Inc.

Mariposa
Tree
Management
Inc.

SGD
Enterprises
United
Pacific
Services, Inc.

West Coast
Arborist, Inc.

ITEM
NO.

UNIT EVALUATION

QUANTITY

CONTRACT

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UNIT PRICE

CONTRACT

UNIT PRICE

CONTRACT

UNIT PRICE
1 250-500 $158.00 $75.00 $75.00 $83.00 $150.00 $89.00 $165.00 2 500-1000 $145.00 $80.00 $70.00 $81.00 $150.00 $86.00 $145.00 3 1001 and greater $138.00 $85.00 $68.00 $79.00 $150.00 $82.00 $125.00 $441.00 $240.00 $213.00 $243.00 $450.00 $257.00 $435.00 ITEM
NO.

UNIT EVALUATION

QUANTITY

CONTRACT

UNIT PRICE

CONTRACT

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CONTRACT

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CONTRACT

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CONTRACT

UNIT PRICE
1 250-500 $158.00 $75.00 $76.00 $86.00 $160.00 $91.00 $170.00 2 500-1000 $145.00 $80.00 $71.00 $84.00 $160.00 $89.00 $150.00 3 1001 and greater $138.00 $85.00 $69.00 $82.00 $160.00 $85.00 $130.00 $441.00 $240.00 $216.00 $252.00 $480.00 $265.00 $450.00 ITEM
NO.

UNIT EVALUATION

QUANTITY

CONTRACT

UNIT PRICE

CONTRACT

UNIT PRICE

CONTRACT

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UNIT PRICE
1 250-500 $163.00 $75.00 $77.00 $89.00 $170.00 $97.00 $175.00 2 500-1000 $150.00 $80.00 $72.00 $87.00 $170.00 $93.00 $155.00 3 1001 and greater $143.00 $85.00 $70.00 $85.00 $170.00 $88.00 $135.00 $456.00 $240.00 $219.00 $261.00 $510.00 $278.00 $465.00 ITEM
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UNIT PRICE

CONTRACT

UNIT PRICE
1 250-500 $167.00 $75.00 $78.00 $91.00 $180.00 $100.00 $180.00 2 500-1000 $154.00 $80.00 $73.00 $89.00 $180.00 $96.00 $160.00 3 1001 and greater $147.00 $85.00 $71.00 $87.00 $180.00 $91.00 $140.00 $468.00 $240.00 $222.00 $267.00 $540.00 $287.00 $480.00 ITEM
NO.

UNIT EVALUATION

QUANTITY

CONTRACT

UNIT PRICE

CONTRACT

UNIT PRICE

CONTRACT

UNIT PRICE

CONTRACT

UNIT PRICE

CONTRACT

UNIT PRICE

CONTRACT

UNIT PRICE

CONTRACT

UNIT PRICE
1 250-500 $172.00 $75.00 $79.00 $93.00 $190.00 $103.00 $185.00 2 500-1000 $159.00 $80.00 $74.00 $91.00 $190.00 $99.00 $165.00 3 1001 and greater $151.00 $85.00 $72.00 $89.00 $190.00 $94.00 $145.00 $482.00 $240.00 $225.00 $273.00 $570.00 $296.00 $495.00 $2,288.00 $1,200.00 $1,095.00 $1,296.00 $2,550.00 $1,383.00 $2,325.00 *Less LBQ 5%
$60.00
*Less LBQ 5%
$69.15
$1,140.00 $1,313.85
*LBQ - Local Business Qualification

TOTAL OF ALL CONTRACT UNIT PRICES
OPTION YEAR 2 (BID PRICE):

OPTION YEAR 3

DESCRIPTION

TOTAL OF ALL CONTRACT UNIT PRICES
OPTION YEAR 3 (BID PRICE):

Tree Pruning by Grid Per Tree
Tree Pruning by Grid Per Tree
OPTION YEAR 2

DESCRIPTION
Tree Pruning by Grid

TOTAL BID AMOUNT

TOTAL OF ALL CONTRACT UNIT PRICES
OPTION YEAR 4 (BID PRICE):

Tree Pruning by Grid
Bid Tabulation 26-38 Grid Pruning Services

DESCRIPTION
Tree Pruning by Grid

BASE PERIOD

TOTAL OF ALL CONTRACT UNIT PRICES
BASE TERM (BID PRICE):

OPTION YEAR 4

DESCRIPTION
Per Tree
Per Tree
Per Tree
OPTION YEAR 1

DESCRIPTION

TOTAL OF ALL CONTRACT UNIT PRICES
OPTION YEAR 1 (BID PRICE):
1625
Agreement No. 32300052
1626
Agreement 32600400 with GreenCoast
Landscapes Inc. for Grid Pruning Services,
Specification No. PW 26-38
Public Works and Transportation Committee
April 28, 2026
City Council
May 5, 2026
Brandon Lopez
Parks Manager
1627
That the Public Works and Transportation Committee
recommend that the City Council approve and authorize the Mayor to execute an Agreement with GreenCoast Landscapes Inc. for an initial term of one year from May 20, 2026, to May 19, 2027, with an option for four consecutive one-year
extensions ending May 19, 2031, for grid pruning services.

RECOMMENDATION 2
1628
That the City Council approve and authorize the Mayor to execute an Agreement with GreenCoast Landscapes Inc. for an initial term of one year from May 20, 2026, to May 19, 2027, with an option for four consecutive one-year extensions ending May 19, 2031, for grid pruning services.

RECOMMENDATION 3
1629
• Public Works Department is responsible for 41,000 trees in parkways, medians, and parks within the CIty of Oxnard. • Before 2022, the City did not have a routine and
continuous tree maintenance program.
• Current staffing levels for the Tree Crew within the Public Works Department conducts and oversees a large amount
of tree work, both routine and emergency, throughout the entire City.
• Contracting of this routine tree trimming work is packaged to be cost effective because of volume pricing and allows the City Tree Crew to be more flexible and reactive to other priority tree maintenance needs throughout the City.

BACKGROUND 4
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• This Agreement provides large-scale grid pruning work that achieves out goal of a citywide five-year grid pruning cycle. • Grid pruning is a term used when all of the trees,
regardless of size or species, are trimmed within a given geographic location at volume pricing.
• It is also proactive and organized program in which the City systematically prunes every City owned tree on a regular schedule.
• The scheduled grid pruning follows accepted arboriculture standards and simultaneously combines preventative
maintenance with necessary reactive work, rather than
having unscheduled requests and other tree issues
accumulate.

BACKGROUND 5
1631
• Under the previous grid pruning agreement, the City
completed its most recent citywide grid pruning cycle in 2025.
• This Agreement has a one year term, with the option to extend four additional one year terms with a total not to exceed amount of $6,000,000.
• All work will be issues through task order a the direction of the City Staff overseeing the citywide tree maintenance.

BACKGROUND 6
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• The intent of this Agreement is to continue providing large-scale trimming of over 41,000 trees that are
managed by the City.
• Through this Agreement, the second cycle of the five-year grid pruning program will be performed for all City trees, regardless of location.
• The Special Districts Division will also utilize this Agreement, provided there is funding available for the
districts that are being serviced.
• The Request for bids (RFB) on this Project was published on December 9, 2025 and all bids were due on January
23, 2026.

DISCUSSION 7
1633
• The City received the following bids:

DISCUSSION 8
GreenCoas
t
Garcia’s Mariposa United
Pacific
A-Plus WCA SGD
Year 1 $213.00 $240.00 $243.00 $257.00 $441.00 $435.00 $450.00 Year 2 $216.00 $240.00 $252.00 $265.00 $441.00 $450.00 $480.00 Year 3 $219.00 $240.00 $261.00 $278.00 $456.00 $465.00 $510.00 Year 4 $222.00 $240.00 $267.00 $287.00 $468.00 $480.00 $540.00 Year 5 $225.00 $240.00 $273.00 $296.00 $482.00 $495.00 $570.00 Total $1,095.00 $1,200.00 $1,296.00 $1,383.00 $2,288.00 $2,325.00 $2,550.00 1634
• The lowest bidder is GreenCoast Landscapes, Inc. and
their bid is responsive to the CIty’s RFB.
• Following this determination, procurement staff reviewed all documentation received from GreeenCoast Landscapes
Inc.
• Procurement staff have verified possession of the required and currently valid licenses, reviewed the federal
Occupational Safety and Health Administration (OSHA)
website for safety violations, and verfied registration with the California Department of Industrial Relations (DIR).

DISCUSSION 9
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• Based upon the available information and research
performed to date, staff believes the contractor is capable of satisfactorily completing the project.
• GreenCoast Landscapes Inc. currently has agreements
with the CIty for landscape services in City Parks and
Street Landscapes.
• Therefore, staff recommends that the City Council award the Agreement for these services to GreenCoast
Landscapes Inc.

DISCUSSION 10
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• Total cost for this Agreement with GreenCoast Landscapes Inc. shall not exceed $6,000,000 for Grid Pruning Services for a term of one year, with the option of four (4), one (1) year extensions. • Agreement will be used as needed and as funding is available. • Parks will be the primary division using this Agreement within the Park’s General Fund FY2025-2026 adopted budget (account 1013302-53200).
• However, the Special Districts division will also have the ability to utilize this Agreement provided funding is available for the district that is being services.
• Funding subsequent fiscal years will be requested in the recommended budgets.

FINANCIAL IMPACT 11
1637

QUESTIONS
12 1638

CITY COUNCIL AGENDA REPORT

REPORTS
AGENDA ITEM NO. N.8
DATE: May 5, 2026
TO: City Council
FROM: Jeff Pengilley, Community Development Director, (805) 385-8208, [email protected] SUBJECT: Joint Use Agreement with Southern California Edison and Fifth Harbor Owner, LLC.

RECOMMENDATION
That the City Council approve and authorize the Mayor to execute the Joint Use Agreement (A-8617) with Southern California Edison Company and Fifth Harbor Owner, LLC, denoted as JUA203904272. The Joint Use Agreement pertains to the relocation of the existing SCE transmission lines and related facilities from their existing location over a portion of the Northshore project to the easterly line of Harbor Boulevard adjacent to the project and extending to the southeast corner of Harbor Boulevard and West 5th Street. (This item did not originate in Committee.)
Please click on the following link to view the required Measure M pre-recorded presentation: https://youtu.be/JsvZK9694Z4

BACKGROUND
The North Shore project is a 90-acre coastal development located at the northeast corner of Harbor Boulevard and Fifth Street, approved with Tract Map 5592 for 292 homes (183 single-family, 109 condos), public trails, and a 15-acre environmental resource protection area. Southern California Edison Company (SCE) currently has overhead transmission lines that cross a portion of the project. As a condition and as approved by the project improvement plans for the project, Fifth Harbor Owner, LLC (the Developer) is required to move and underground these transmission lines to the expanded right-of-way of Harbor Boulevard adjacent to the project, continuing to the southeast corner of Harbor Boulevard and West 5th Street.

DISCUSSION
As described above, the relocation and undergrounding of the SCE power lines is necessary to facilitate the development of the North Shore project. The Joint Use Agreement is a negotiated agreement that outlines the rights, duties and obligations of the City, SCE and Developer as it relates to the relocation of the power lines and related facilities.

Key provisions of the Joint Use Agreement are as follows:

1. At its expense, the Developer is responsible for the relocation of the SCE power lines and related facilities to their new location within the expanded right-of-way of Harbor Boulevard continuing to the southeast corner of Harbor Boulevard and West Fifth Street.

2. Once the power lines are installed in their new location, the City and SCE will have joint use of a portion of Harbor Boulevard right-of-way.

3. For a period of ten (10) years from the effective date of the Joint Use Agreement, the City will be responsible for paying for the costs of relocation if the City requires a second relocation of these power lines. If, however, the City requires such a relocation, the City has the right to utilize a performance bond or other financial instrument 1639
posted by the Developer in the amount of $1,200,000 to pay for the cost of such relocation. After the end of the 10-year period, the City is not obligated to pay for the cost of the relocation of the power line if future modifications to Harbor Boulevard and/or the intersection of Harbor Boulevard and Fifth Street require that any portion of the power lines be relocated.

4. As part of the requirements of the Joint Use Agreement, the Developer is also required to provide to SCE a title insurance policy to: (a) insure SCE against any title defects in the City’s title for the new location of the power lines; and (b) cover the costs to acquire any new rights of way necessary for SCE to construct its relocated power lines. In addition, during the 10-year period after the date of the Joint Use Agreement, the City is required to reimburse SCE for a defect in title to any easement provided by the City over private property to which SCE is required by the City to relocate its power lines in the unlikely event that a second relocation occurs during that time period.

By executing this Joint Use Agreement, the timely relocation of the electrical transmission lines and related facilities can occur, which helps facilitate the completion of the North Shore project, allowing the construction of 183 single family homes and 109 condominiums, as well as the construction of a public bike and walking path along the Edison Canal, with more than 15 acres along Fifth Street set aside as an environmental resource protection area.

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

FINANCIAL IMPACT
There are no anticipated financial impacts associated with this agenda item.

COMMITTEE OUTCOME
This item did not originate in Committee, as this is a routine operational item that supports the North Shore project, and there are not anticipated fiscal impacts.

Prepared by: Tai Chau, Community Development Assistant Director

ATTACHMENTS

1. SCE Joint Use Agreement

2. Presentation
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RECORDING REQUESTED BY

SOUTHERN CALIFORNIA EDISON COMPANY

WHEN RECORDED MAIL TO

SOUTHERN CALIFORNIA EDISON COMPANY
2 INNOVATION WAY, 2ND FLOOR
POMONA, CA 91768
ATTN: TITLE & REAL ESTATE SERVICES
SPACE ABOVE THIS LINE FOR RECORDER’S USE
V&LM File No. JUA204335812
SCE Doc No. 531861
Serial No. 73634A
Service Order No. 802389991

JOINT USE AGREEMENT
THIS JOINT USE AGREEMENT (this “Agreement”) is made and entered into this _____ day of __________________, 20__ (the “Effective Date”), by and between SOUTHERN CALIFORNIA EDISON COMPANY, a corporation, hereinafter called “Company”, the CITY OF OXNARD, a California municipal corporation, of the State of California, hereinafter called “City”, and for purposes of Sections 5 and 6 hereof only, FIFTH HARBOR OWNER, LLC, a Delaware limited liability company, hereinafter called “Developer”.

W I T N E S S E T H:

THAT WHEREAS, Company is the owner in possession of a franchise to use and construct, for transmitting and distributing electricity, poles, wires, conduits and appurtenances, including communication circuits, ducts and substructures, necessary or proper therefor (the “Facilities”), in, along, across, upon, over and under the streets within the City (the “Franchise”) granted by City to Company pursuant to that certain Ordinance of the City (Ordinance No. 723) dated September 26, 1961, hereinafter referred to as “Company’s Agreement”; and WHEREAS, City has acquired easement rights for street and highway purposes for the construction and/or improvement of Harbor Boulevard and West 5th Street in the City, County of Ventura, State of California, hereinafter referred to as the “Highway Right of Way”, as shown on the print attached hereto, marked “Exhibit A” and hereby made a part hereof, in which the Facilities may be maintained subject to Company’s Agreement; and
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WHEREAS, the Facilities, as now installed and located within the Highway Right of Way, will interfere with or obstruct the construction, reconstruction, maintenance or use of Developer’s 292-residential unit master-planned development approved by City (the “Residential Project”) that abuts said street or highway, and City desires to eliminate such interference or obstruction.

NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained, Company and City, and Developer for purposes of Sections 5 and 6 hereof only, do hereby agree as follows:

1. New Location of the Facilities. The location of the Facilities, as they now exist within the Highway Right of Way, shall be changed to the strip of land within the Highway Right of Way, hereinafter referred to as the “New Location”, as shown and designated as “Joint Use Agreement” on the print marked “Exhibit A”.

2. Relocation of the Facilities to New Location. Company agrees to and will, in coordination with the developer of the Residential Project, (i) rearrange, relocate and reconstruct, and underground within the New Location any of its Facilities heretofore or now installed within the Highway Right of Way, and (ii) install two new above-ground tubular steel poles (the “TSPs”) within the New Location as depicted on the print marked “Exhibit B” and hereby made a part hereof, in each case in accordance with City’s applicable regulations and Company’s Agreement.

Company agrees to the construction, reconstruction, maintenance or use by City of a street or highway over, along and upon the Highway Right of Way, including the New Location, upon and subject to the terms and conditions herein contained.

3. Joint Use of the New Location. Company has and reserves the right to use, in common with the public’s use of said street or highway, the New Location for construction and use of the Facilities and the TSPs subject to Company’s Agreement and City’s applicable ordinances, regulations, standards and policies. Except in emergencies, Company shall give reasonable notice not less than five (5) business days to City before performing any work on the Facilities and/or the TSPs in New Location where such work will obstruct traffic. In all cases, Company shall exercise due care for the protection of the traveling public.

4. Future Relocation of the TSPs. In the event that City or the public’s future use of the Highway Right of Way shall at any time or times necessitate a rearrangement, relocation, reconstruction or removal of either or both of Company’s TSPs in the New Location (a “Relocation”), City shall notify Company in writing of such necessity (a “Relocation Notice”). Upon receipt of a Relocation Notice, Company shall prepare plans for such rearrangement relocation, reconstruction or removal of either or both of the TSPs, and provide the same to City for its review and approval in accordance with City’s ordinances, regulations, standards and policies. Upon approval of such plans by City (“City Approval”), Company shall promptly proceed to effectuate such Relocation in accordance with the City Approval. Upon City Approval, City shall also: (1) enter into an amendment to this Agreement with Company reflecting such a Relocation, and (2) provide executed document(s) granting to Company a good and sufficient easement or easements over private property if necessary for such a Relocation.

5. Financing of a Future Relocation of the TSPs. In the event that City requires any Relocation by delivery of a Relocation Notice at any time within ten (10) years from the Effective Date (the “Future Relocation Period”), Company shall provide City an estimate of the costs and expenses reasonably necessary to effectuate such Relocation (the “Relocation Costs”) together with reasonable supporting documentation. In the event that the City chooses to move forward with the Relocation within that ten (10) year period, City shall finance such Relocation Costs by using 1642
404283962.7
a performance bond or other financial assurance acceptable to City, Company and Developer which Developer shall provide in an amount not to exceed One Million Two Hundred Thousand Dollars ($1,200,000) (“Financial Security”), which Financial Security proceeds shall be made available to Company to finance such Relocation Costs (the “Secured Amount”). Company shall in no event be required to relocate either or both of its TSPs existing within the New Location at any time within ten (10) years from the Effective Date unless the associated Relocation Costs are financed by City in accordance with the preceding sentence. Upon completion of each such Relocation, the Company shall provide City with a final accounting of actual costs incurred, and City shall be responsible for payment of any true-up amount reflecting the difference between the estimated and actual Relocation Costs, which true-up amount, together with actual Relocation Costs, shall not exceed the Secured Amount. Company shall be responsible for any Relocation Costs associated with any Relocation required by any Relocation Notice delivered by City after the end of the Future Relocation Period. The parties to this Joint Use Agreement acknowledge that the funding for any Relocation Costs to be paid pursuant to this Section 5 shall be funded pursuant to Section 6. Hereof.

6. Financial Security Terms and Conditions. In order to pay for the costs specified in Section 5 hereof, Developer shall arrange to obtain the Financial Security for the benefit of City within thirty (30) days of the Effective Date, and open an interest bearing escrow account with a mutually acceptable escrow company (the “Premium Escrow Account”) in which Developer shall deposit One Hundred Ten Thousand Dollars ($110,000) to pay the annual premiums, or such other amount as may be needed, for the Financial Security during the Future Relocation Period. (a) If Developer is unable to obtain the Financial Security based on Developer’s creditworthiness, Developer shall provide a guaranty or other credit enhancement as required to obtain issuance of the Financial Security. (b) As and when City is required to pay Company Relocation Costs within the Future Relocation Period pursuant to Section 5 hereof, City shall provide Developer a written notice of the City’s obligation to pay Relocation Costs and request that Developer pay City the Secured Amount. Developer shall pay City the Secured Amount within thirty (30) days of Developer’s receipt of such a written notice. (c) If Developer fails to pay City the Secured Amount within this 30-day period, City shall demand the surety or other guarantor of the Financial Security to release the Secured Amount to City. City shall not have any recourse or any right to pursue any legal or equitable remedy against Developer for the Secured Amount or any portion thereof based on Developer’s failure to pay City the Secured Amount so long as City receives the Secured Amount from such surety or other guarantor as provided in this Section 6 (c). (d) City shall pay Company the Secured Amount within thirty (30) days of City’s receipt thereof from either Developer or the surety or other guarantor of the Financial Security, as the case may be, up to but not to exceed Company’s actual Relocation Costs incurred. (e) Within thirty (30) days of the expiration of the Future Relocation Period City shall return to Developer: (i) the Secured Amount plus interest if City is not required to pay Company Relocation Costs within the Future Relocation Period pursuant to Section 5 hereof, or (ii) any balance remaining in the Secured Amount plus interest if City is required to pay Company the Secured Amount or any portion thereof within the Future Relocation Period.
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7. Reimbursement for Title Defects. Developer shall obtain title insurance to insure Company against the following losses (collectively, “Direct Relocation Costs”) that Company may suffer because of any lack of or defect in City’s title to the New Location: (i) the direct cost of relocating the TSPs, and (ii) costs to acquire any new rights of way necessary for Company to construct, use and maintain its TSPs. Developer shall provide Company a certificate of such insurance within ten (10) business days of the Effective Date. City agrees to reimburse Company for Direct Relocation Costs that Company may suffer because of any lack of or defect in the title to any easement provided by City over private property to which Company may relocate its TSPs from time to time during the Future Relocation Period pursuant to the provisions hereof. City shall not reimburse Company for, and Developer shall not be obligated to obtain title insurance to insure against, any loss caused by Company’s own fault or negligence.

8. Miscellaneous. Except as expressly set forth herein, this Agreement shall not in any way alter, modify or terminate any provision of Company’s Agreement. Both City and Company shall use the New Location in such a manner as not to interfere unduly with the rights of the other. Nothing herein contained shall be construed as a release or waiver of any claim for compensation or damages which Company or City may now have or may hereafter acquire resulting from the construction of additional facilities or the alteration of existing facilities by either City or Company in such a manner as to cause an unreasonable interference with the use of the New Location by the other party. City agrees that the Facilities and the TSPs shall not be damaged by reason of the construction, reconstruction or maintenance of any street or highway, by City or its contractors, and that, if necessary, City will protect the Facilities and the TSPs against any such damage, at City’s expense.

9. New Location Maintenance. Company shall have the right to remove, trim or top any vegetation, brush, tree or trees which may grow in the New Location, and which in the opinion of Company may endanger or interfere with the proper operation or maintenance of the Facilities and/or the TSPs, to the extent necessary to prevent any such interference or danger.

10. Successors and Assigns. This agreement shall inure to the benefit of and be binding upon Company and City, and Developer for purposes of Sections 5, 6 and 7 hereof only, and their respective successors and assigns. [SIGNATURES ON NEXT PAGE]

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IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed in duplicate by their respective officers thereunto duly authorized, as of the day and year herein first above written.

SOUTHERN CALIFORNIA EDISON
COMPANY, a corporation
By:

Amy Biamonte
Real Estate & Facilities Sr. Specialist
Land Management – Northern Region
Vegetation Land & Management

CITY OF OXNARD,
a California municipal corporation
______________________ ______
Luis A. Mc Arthur, Mayor Date
ATTEST:
______________________ _______
Lourdes A. Lόpez, City Clerk Date
APPROVED AS TO FORM:
______________________ _______
Stephen M. Fischer, City Attorney Date
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404283962.7

FIFTH HARBOR OWNER, LLC
a Delaware limited liability company
By:

Name:

Title:

By:

Name:

Title:

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
County of __________________)
On _______________________ before me, _______________________, a Notary Public, personally appeared _____________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature _______________________________
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A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
County of __________________)
On _______________________ before me, _______________________, a Notary Public, personally appeared ____________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature _______________________________
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
County of __________________)
On _______________________ before me, _______________________, a Notary Public, personally appeared ____________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. 1647
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WITNESS my hand and official seal.

Signature _______________________________
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
County of __________________)
On _______________________ before me, _______________________, a Notary Public, personally appeared ____________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature _______________________________
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
County of __________________)
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On _______________________ before me, _______________________, a Notary Public, personally appeared ____________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature _______________________________
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EXHIBIT “B”
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1655
Joint Use Agreement
Between the City of Oxnard, Southern California
Edison, and Fifth Harbor Owner, LLC
Tai P. Chau, PE, Community Development Assistant Director Jeff Pengilley, PE, Community Development Director
City Council
May 5, 2026
1656

BACKGROUND
• The North Shore project is a
90-acre development located at the
northeast corner of Harbor
Boulevard and Fifth Street.
• The project has been approved for: • 183 single-family homes • 109 detached condominiums • Onsite private streets • Bike lane and walkway path • Early construction in 2006-2008. • Current construction effort since 2023.
2 1657

BACKGROUND
• Southern California Edison Company (SCE) has overhead transmission lines and related facilities running over a portion of the North Shore project along the easterly line of Harbor Boulevard.
• As a condition and per the approved project improvement plans for the project, Fifth Harbor Owner, LLC (the Developer) is to underground and reconstruct the transmission lines and related facilities to the expanded right-of-way of Harbor Boulevard adjacent to the project continuing to the southeast corner of Harbor Boulevard and West 5th Street. 3 (Current utility poles and power lines on Harbor Blvd looking southeast) 1658

BACKGROUND
• The Developer obtained approval for the plan from SCE in 2024 to relocate and underground all existing overhead lines and relocate them behind the new roadway curb-and-gutter along Harbor Boulevard.
4 1659
DISCUSSION 5
Purpose of Joint Use Agreement (JUA) is to allow the relocation of the SCE power lines and related facilities which is necessary to facilitate the development of the North Shore project, and to establish the negotiated agreement that outlines the rights, duties and obligations of the City, SCE and Developer. Here are the key provisions:
1) Clarifies that the costs for the utility relocation will be paid for by the Developer and not SCE.
2) City and SCE will have joint use of a portion of Harbor Boulevard right-of-way. 3) Obligates the City to pay for future relocation costs of the SCE equipment should the City require SCE to relocate the equipment in the future. The Developer to post $1,200,000 performance bond as part of the JUA for the City to utilize to pay for the relocation costs.
4) Developer is required provide SCE title insurance and cover the costs of any new rights for SCE in the event of a another relocation. The City to indemnify SCE against claims caused by title defects in the new location of the SCE equipment. 1660
RECOMMENDATION 6
That the City Council approve and authorize the Mayor to execute the Joint Use Agreement with Southern California Edison Company (SCE) and Fifth Harbor Owner, LLC., denoted as JUA203904272.

The Joint Use Agreement pertains to the relocation of the existing SCE transmission lines and related facilities from their existing location over a portion of the North Shore project to the easterly line of Harbor Boulevard adjacent to the project and extending to the southeast corner of Harbor Boulevard and West 5th Street. 1661

FINANCIAL IMPACT
There are no anticipated financial impacts associated with this agenda item.
7 1662
End of Presentation
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