Agenda packet — Oxnard City Council, June 16, 2026 (part 3 of 10)

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

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

5. AGREEMENT AMOUNT NOT TO EXCEED: $500,000.00.1

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

Exhibit A: Scope of Services and Task Order Template
Exhibit B: Schedule of Compensation
Exhibit C: Insurance Requirements: City Insurance Exhibit INS-A Exhibit D: [RESERVED]
Exhibit E: Living Wage Policy
Exhibit F: Prevailing Wage Policy

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

City Designated Representative
Name: Abe Anbessaw
Title: Engineer Division Manager
Phone: 805-385-7675
Email: [email protected]
Address: 305 West Third Street, Third
Floor, Oxnard, CA 93030
Consultant Designated Representative
Name Gino Filippin
Title President
Phone 805-729-0041
Email [email protected]
Address: 354 South Fairview, Suite D
Goleta, CA 93117
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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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 the City.

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

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

9. CONSULTANT’S SERVICES.

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

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

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

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

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

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may only be modified by written Amendment pursuant to Section 13 of this Agreement, and may be subject to approval by the City Council.

A. The maximum not to exceed amount for any individual Task Order issued pursuant to this Agreement shall be $100,000.00 per Task Order.

B. Unless stated otherwise elsewhere in this document, prices shall be firm for the duration of this agreement. No price increases will be permitted during the first year of this Agreement. All price decreases (for example, if Vendor/Contractor offers lower prices to another governmental entity) will automatically be extended to the City. The City requires written proof satisfactory to the City, upon the City’s acceptance, of cost increases prior to any approved price adjustment. After the first year of the award, a minimum of 60-days advance notice in writing is required to be considered and approved by the City. No retroactive price adjustments will be considered. For Contracts, any price increases must be stated in a written amendment. The net dollar amount of profit will remain firm during the period of the Agreement. Annual increases shall not exceed the Consumer Price Index- All Consumers, All Items, less food and energy – Los Angeles and be subject to satisfactory performance review by the City and approved (if needed) for budget funding by 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

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

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

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

12. OPTION TO EXTEND AGREEMENT. When in the City’s best interest, this Agreement may only be extended, if the City, in its discretion, exercises an option term in accordance with Section 4 subparagraphs (B) and (C) of this Agreement.

The initial term, plus any option to extend shall not exceed a total of five (5) years. If no option to extend the Agreement appears in section 4(B), then this Agreement shall not be extended.

13. MODIFICATION OF AGREEMENT. This Agreement may be amended, modified, or otherwise altered, or its provisions waived, only upon mutual consent of the Parties by written amendment. The City may request that the Consultant perform Extra Services. As used herein, "Extra Services" means any services, which are determined by the City to be necessary for the proper completion of the project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement or any Task Order issued under this Agreement. A written amendment signed by both Parties shall be required to authorize performance of and payment for Extra Services under this Agreement or Task Order.

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

15. [RESERVED]

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

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

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

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

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

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

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

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

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

Consultant shall, upon request by City and upon completion or termination of this Agreement, deliver to the City all material furnished to Consultant by the City.

C. Records and Inspections. The Consultant shall maintain full and accurate records, with respect to all Services and matters covered under this Agreement. Books and records pertaining to costs shall be kept and prepared in accordance with generally accepted accounting principles.

The City shall have free access at all reasonable times to such records, both hard copy and electronic, and the right to examine and audit the same and to make transcripts therefrom, and to inspect all program data, documents, proceedings, and activities.

D. Confidentiality. Information that is exempt from disclosure to the public is confidential. This includes information relating to the past, present, or future affairs of the City or information belonging to a third party whose information is in the City’s possession or control under obligations of confidentiality. Consultant may be granted access to information that is exempt from disclosure to the public (Government Code Section 7920.505) and may contain “trade secrets” (see Government Code Section 7924.510(f)) when it is necessary for Consultant to perform its obligations pursuant to this Agreement. If Consultant is granted such

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access to confidential information, Consultant shall not be considered to be a member of the public as that term is used in Government Code Section 7920.515.

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

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

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

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.

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

A. The provisions of this Subsection apply only in the event that Consultant is a design professional within the meaning of California Civil Code section 2782.8 (“Design Professional”). The term Design Professional, as defined in said section, is limited to licensed architects, licensed landscape architects, registered professional engineers, professional land surveyors, and the business entities that offer such services in accordance with the applicable provisions of the California Business and Professions Code.
(1) Notwithstanding the provisions of Section 23 above, to the extent that the services to be provided under this Agreement are those of a Design Professional, Consultant's duty to indemnify, hold harmless, and defend the City Indemnitees shall be limited to the extent that any Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, its officers, agents, employees or subconsultants in the performance of the services described in this Agreement.
(2) In no event shall the costs of defense charged to Consultant exceed the Consultant’s proportionate percentage of fault, except as otherwise set forth in said Civil Code section 2782.8, the provisions of which are incorporated into this Agreement by this reference. Nothing in this Subsection b shall be construed to require Consultant to provide 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

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provisions of this Section 23 shall apply regardless of whether said insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost, or expense described herein.

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

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

25. LIVING WAGE REQUIREMENTS. During the term of this Agreement, Consultant understands and agrees that if Living Wages are applicable, subject to the 2002 Oxnard City Council Living Wage Policy, attached as “Exhibit E” to this Agreement, Consultant will pay and/or provide the wages and/or benefits required therein to all of its employees engaged in whole or in part in performing the Services provided for by this Agreement. The Living Wage is updated on July 1 of each year, and the duty to pay the correct wage is the responsibility of the Consultant.

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

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https://www.dir.ca.gov/Public-Works/PublicWorksSB854FAQ.html B. It is unlawful to split, or separate into small portions, work orders, projects, purchases, or public works projects for the purpose of evading these prevailing wage requirements.

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

27. [RESERVED]

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

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

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a copy to the Consultant. The decision of the City’s Designated Representative shall be final and conclusive unless Consultant requests mediation within ten (10) calendar days. Pending final decision of a dispute, the Consultant shall proceed diligently with the performance of the Agreement and in accordance with the decision of the City’s Designated Representative.

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

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

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

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 or Task Orders set

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

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

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

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

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.

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

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

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

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

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

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

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

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

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

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

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

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

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

CITY OF OXNARD FILIPPIN ENGINEERING, INC.

☐Luis A. Mc Arthur, Mayor21 Date Gino Filippin, President Date ☐Libertad Macias, Purchasing Manager32

Lyle Nemeth,CFO43 Date
ATTEST:

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

Stephen M. Fischer, Date
City Attorney (always required)
43 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. 32 The Purchasing Agent may execute any authorized agreement up to $220,000. 21 The City Council must authorize and the Mayor must execute any agreement over $220,000.

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EXHIBIT A

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

SCOPE OF SERVICES
PROJECT MANAGER: Abe Anebessaw
General Specifications
The awarded Consultant(s) under this agreement shall provide construction management and inspection support for the City’s capital and other projects, as assigned. Specific services shall include, but not be limited to, providing Construction Management / Inspection Services for projects involving public buildings, housing, public works infrastructure, public parks, and such other facilities as may be required.

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

Construction Management/Inspection services shall comply and be consistent with the industry standards and practices, to the full extent any provisions thereof relate or have applicability to such Projects.

The Scope of Work for Construction Management and Inspection Services shall include, but not be limited to the following:

Task 1- Management with City Staff
● Project Management: The Construction Manager (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,

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develop and maintain open lines of communications and cooperation between City staff, CM staff, contractors, and the public.
● 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.
● Progress Meetings: The CM shall conduct bi-weekly progress meetings with the City for the duration of the project, and more frequently if individual situations warrant. 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 at the Public Works Conference rooms and project sites. At least monthly, the CM will present a summary of the monthly progress reports and discuss outstanding or upcoming project issues with the City.
● CM Plan: The CM shall prepare a CM Plan utilizing the final conformed contract documents, and shall include the following elements:

1. Organization Chart

2. CM coordination with City team and description of duties and responsibilities

3. Safety compliance

4. Claims avoidance strategy

5. Special inspection requirements

6. Inspection procedures

7. List of all tests required for project

8. Materials testing location

9. Document management system

10.Physical office location

11. Project close out process
● 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

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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.
● 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:

1. Administration: The CM shall administer construction contracts and provide technical Construction Management support to City staff to facilitate completion of projects.

2. Contractor Communication: The CM shall provide effective written and oral communication to the contractor and other stakeholders in the administration of the contract. The CM shall provide for timely, thorough, clear, effective and 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. RFls 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.

3. Quality Assurance: The CM shall verify and manage the Contractor’s Quality Control Plan.

4. Substitution Requests: The 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.

5. Resource Loading: The CM shall monitor the contractor's resource loading and advise on corrective actions needed to maintain schedule.

6. Submittal Review/Logging: The 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.

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7. 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. ● Safety and Security Monitoring: The 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:

1. 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.

2. Job Site Security Verification: Routinely check job site security and measures taken to protect the public from hazards.

3. Emergency Response Plan Review: Review Contractor's emergency response plans. CM shall ensure that Contractor complies with State and Federal requirements but shall not be responsible for defining Contractor's safety programs. CM shall notify the Contractor of potential unsafe working conditions.
● 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. ● Controls and Scheduling: CM shall provide comprehensive project scheduling and control expertise as follows:

1. 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 the contract.

2. Progress Schedule Review: CM shall review and monitor contractor's schedule monthly to monitor project progress and detect early delays. Report all schedule delays to the City’s Project Manager.

3. Cost and Budget: CM shall monitor project construction costs, budgets, schedule and maintain current workflow projections.

4. Reporting: CM shall prepare and distribute monthly construction reports.

CM shall provide at a minimum:

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● Daily inspection reports
● Weekly job site meeting minutes
● Monthly report overview
● Project cost to date
● Schedule updates
● 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.
● Coordination with City Inspectors/PM: CM shall coordinate with City inspection and project management resources, where applicable. ● 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.
● Cost Estimating: The CM shall maintain a cost estimating system that conforms to industry accepted practices and provide the following:

1. 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.

2. 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.

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● Document Control: The CM shall establish a document management system for the following:

1. 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.

2. 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.

3. Document Tracking: All central receipts, control, storage, distribution, indexing and tracking of all documents.

4. 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.

5. As-Built Documents Administration: Maintaining a current set of as built drawings and specifications.

6. Document Maintenance: Maintaining all field documents, storing original documentation and furnishing to the City at project completion. ● 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.
● 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:

1. Document Managing: Coordinate, assemble and review supporting documentation for change order processing and make final recommendations to City staff.

2. Contractor Request Review: Review requests of alleged cost increases and/or time impacts for merit concurrently.

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3. 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.

4. 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. ● Daily and Weekly Documentation:

1. Documentation of Construction Activities: Provide documentation of construction activities, duration of activities, labor resources, and equipment allocation.

2. Construction Reporting: Provide daily construction activity reports, labor resources, on- site equipment, and work conditions.

3. Non-Conformance Reporting: Provide non-conformance reports.

4. Photographic Records: Provide weekly photographic/digital records of the project during construction.
● Civil Inspections: The CM shall provide qualified inspectors for all improvements to inspect, monitor, and report on construction improvements as required by the Plans and Technical Specifications.
● Field Testing: Witness field tests and startup procedures for electrical equipment as needed.
● 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:

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1. Material Sampling: Sample on-site and imported materials for compliance with the specifications for use as backfill materials.

2. 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.

3. 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.

4. Data Review: Tabulate test data and review failing tests. Provide immediate notification of any failure to meet the requirements of the project contract documents.

5. 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.
● Storm Water Pollution Prevention Plan Inspection:

1. Review contractor's site-specific SWPPPs for compliance with applicable regulations.

2. 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 the contractor and the City if the pollution prevention controls are in or out of compliance with the SWPPP.

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:
● Site Closeout: The CM shall budget under the Task 2 Construction Administration budget to close out construction and oversee demobilization at each site. Site Closeout tasks shall include:

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1. 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.

2. Site Punch List: Develop site punch list and verify completion and obtain final documentation and releases within 7 days of substantial completion.

3. 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.

4. Site Permitting: Monitor permit and agency sign-offs within 14 calendar days of substantial completion.

5. Site Final Reporting: Prepare site summary report in accordance with the City within 7 days of final completion.

6. Site Documentation Turnover: Turnover site project files, contract, correspondence, and documentation within 14 calendar days of final completion.

7. 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.

8. Site Demobilization: Demobilize the CM staff and facilities in accordance with the agreed upon plan.
● 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:

1. 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.

2. Project-wide Punch List: Develop punch list and verify completion and obtain final documentation and releases within 7 days of substantial completion.

3. Project-wide Record Drawing Review and Corrections: Review record drawings prepared by the Design Engineer or contractor as-built marked up drawings delivered for each site for correctness and consistency within 14 calendar days of substantial completion.

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4. Final Payment/Close-Out Change Order Review: Review final payment and close out change orders within 7 days of substantial completion.

5. Permitting: Confirm that all permits are in place within 14 calendar days of substantial completion.

6. Final Reporting: Prepare final summary report in accordance with the City within 7 days of final completion.

7. Documentation Turnover: Turnover project files, contract, correspondence, and documentation within 14 calendar days of final completion.

8. Project Warranty Coordination: The CM shall review and update as needed the list of warranty items, warranty period, and warranty repair procedures, and turn over to the City’s Project Manager.

9. Final Demobilization: Demobilize the CM staff and facilities in accordance with the 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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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.
[See next pages]

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EXHIBIT D

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

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

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

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

BETWEEN
THE CITY OF OXNARD AND MICHAEL K. NUNLEY & ASSOCIATES, LLP By This On-Call Professional Services Agreement (“Agreement”), the City of Oxnard (“City”) agrees to engage the Services of Michael K. Nunley & Associates, LLP (“Consultant”), and Consultant agrees to perform the Services for City as herein described, for the compensation, during the term, and otherwise subject to the covenants and conditions herein set forth. City and Consultant may be individually referred to as “Party” or collectively as the “Parties.”

1. [INTENTIONALLY OMITTED]

2. SUMMARY DESCRIPTION OF SERVICES.

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

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

3. PARTIES.

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

Michael K. Nunley & Associates, LLP, a LLP of the State of California, located at 354 Pacific Street, San Luis Obispo, CA 93401

4. TERM OF AGREEMENT: From: July 1, 2026 To : June 30, 2029 A. Time is of the essence in this Agreement
B. The City shall have the option to exercise two (2) consecutive one-year (1) term extensions, in accordance with the scope of work and terms and conditions of this Agreement. Any price negotiations, if allowed, shall be negotiated at the time of contract extension.

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

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

5. AGREEMENT AMOUNT NOT TO EXCEED: $500,000.00.1

City Designated Representative
Name: Abe Anbessaw
Title: Engineer Division Manager
Phone: 805-385-7675
Email: [email protected]
Address: 305 West Third Street, Third
Floor, Oxnard, CA 93030
Consultant Designated Representative
Name: Mike Nunley
Title: Vice President
Phone: 805-574-3202
Email: [email protected]
Address: 354 Pacific Street, San Luis
Obispo, CA 93401
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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A. Consultant is advised that any recommendation for Agreement award is not binding on City until the Agreement is fully executed and approved by the City.

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

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

9. CONSULTANT’S SERVICES.

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

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

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may only be modified by written Amendment pursuant to Section 13 of this Agreement, and may be subject to approval by the City Council.

A. The maximum not to exceed amount for any individual Task Order issued pursuant to this Agreement shall be $100,000.00 per Task Order.

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

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.

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15. [RESERVED]

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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.

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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.

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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.

A. To determine if this Agreement is subject to compliance monitoring and enforcement, go to:

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https://www.dir.ca.gov/Public-Works/PublicWorksSB854FAQ.html B. It is unlawful to split, or separate into small portions, work orders, projects, purchases, or public works projects for the purpose of evading these prevailing wage requirements.

27. [RESERVED]

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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.

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

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

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

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

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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 MICHAEL K. NUNLEY & ASSOCIATES, LLP

☐Luis A. Mc Arthur, Mayor
21 Date Mike Nunley, Vice President Date
☐Libertad Macias, Purchasing Manager
32 Randal Dumas, CFO43 Date
ATTEST:

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

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EXHIBIT A

PROFESSIONAL SERVICE AGREEMENT
(CITY of Oxnard and Michael K. Nunley & Associates, LLP)

The Scope of Work for Construction Management and Inspection Services shall include, but not be limited to the following:

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develop and maintain open lines of communications and cooperation between City staff, CM staff, contractors, and the public.
● 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.
● Progress Meetings: The CM shall conduct bi-weekly progress meetings with the City for the duration of the project, and more frequently if individual situations warrant. 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 at the Public Works Conference rooms and project sites. At least monthly, the CM will present a summary of the monthly progress reports and discuss outstanding or upcoming project issues with the City.
● CM Plan: The CM shall prepare a CM Plan utilizing the final conformed contract documents, and shall include the following elements:

1. Organization Chart

2. CM coordination with City team and description of duties and responsibilities

3. Safety compliance

4. Claims avoidance strategy

5. Special inspection requirements

6. Inspection procedures

7. List of all tests required for project

8. Materials testing location

9. Document management system

10.Physical office location

11. Project close out process
● CM Staffing: The CM shall provide appropriate staffing to accommodate the needs of the project.

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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.
● 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:

1. Administration: The CM shall administer construction contracts and provide technical Construction Management support to City staff to facilitate completion of projects.

3. Quality Assurance: The CM shall verify and manage the Contractor’s Quality Control Plan.

5. Resource Loading: The CM shall monitor the contractor's resource loading and advise on corrective actions needed to maintain schedule.

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2. Job Site Security Verification: Routinely check job site security and measures taken to protect the public from hazards.

2. Progress Schedule Review: CM shall review and monitor contractor's schedule monthly to monitor project progress and detect early delays. Report all schedule delays to the City’s Project Manager.

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3. Cost and Budget: CM shall monitor project construction costs, budgets, schedule and maintain current workflow projections.

4. Reporting: CM shall prepare and distribute monthly construction reports.

CM shall provide at a minimum:
● Daily inspection reports
● Weekly job site meeting minutes
● Monthly report overview
● Project cost to date
● Schedule updates
● 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.
● Coordination with City Inspectors/PM: CM shall coordinate with City inspection and project management resources, where applicable. ● 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.
● Cost Estimating: The CM shall maintain a cost estimating system that conforms to industry accepted practices and provide the following:

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3. Document Tracking: All central receipts, control, storage, distribution, indexing and tracking of all documents.

5. As-Built Documents Administration: Maintaining a current set of as built drawings and specifications.

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1. Document Managing: Coordinate, assemble and review supporting documentation for change order processing and make final recommendations to City staff.

2. Contractor Request Review: Review requests of alleged cost increases and/or time impacts for merit concurrently.

4. Change Order Expediting: After the equitable resolution is reached the CM shall expedite approval of the negotiated change order.

1. Documentation of Construction Activities: Provide documentation of construction activities, duration of activities, labor resources, and equipment allocation.

2. Construction Reporting: Provide daily construction activity reports, labor resources, on- site equipment, and work conditions.

3. Non-Conformance Reporting: Provide non-conformance reports.

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● 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:

1. Material Sampling: Sample on-site and imported materials for compliance with the specifications for use as backfill materials.

2. 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.

4. Data Review: Tabulate test data and review failing tests. Provide immediate notification of any failure to meet the requirements of the project contract documents.

1. Review contractor's site-specific SWPPPs for compliance with applicable regulations.

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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:
● Site Closeout: The CM shall budget under the Task 2 Construction Administration budget to close out construction and oversee demobilization at each site. Site Closeout tasks shall include:

1. 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.

2. Site Punch List: Develop site punch list and verify completion and obtain final documentation and releases within 7 days of substantial completion.

3. 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.

4. Site Permitting: Monitor permit and agency sign-offs within 14 calendar days of substantial completion.

5. Site Final Reporting: Prepare site summary report in accordance with the City within 7 days of final completion.

6. Site Documentation Turnover: Turnover site project files, contract, correspondence, and documentation within 14 calendar days of final completion.

7. 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.

1. Project-wide Final Walk-Through: Coordinate and conduct a final walk-through to verify completion of contract and all related items of work

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within 7 days of substantial completion. The final walk-through shall be extended to include relevant City Departments and Divisions.

2. Project-wide Punch List: Develop punch list and verify completion and obtain final documentation and releases within 7 days of substantial completion.

4. Final Payment/Close-Out Change Order Review: Review final payment and close out change orders within 7 days of substantial completion.

5. Permitting: Confirm that all permits are in place within 14 calendar days of substantial completion.

6. Final Reporting: Prepare final summary report in accordance with the City within 7 days of final completion.

7. Documentation Turnover: Turnover project files, contract, correspondence, and documentation within 14 calendar days of final completion.

8. Project Warranty Coordination: The CM shall review and update as needed the list of warranty items, warranty period, and warranty repair procedures, and turn over to the City’s Project Manager.

9. Final Demobilization: Demobilize the CM staff and facilities in accordance with the agreed upon plan.

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EXHIBIT B

PROFESSIONAL SERVICE AGREEMENT
(CITY of Oxnard and Michael K. Nunley & Associates, LLP)

SCHEDULE OF COMPENSATION
[Continued on next page]

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Twining Schedule of Fees 2025-2026
Note: Rates will be adjusted annually each July 1st to reflect increased costs.

Personnel Rates: Per Hour Unless Otherwise Noted
[Continued on next page]

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[Continued on next page]

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EXHIBIT C

PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and Michael K. Nunley & Associates, LLP)

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EXHIBIT D

PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and Michael K. Nunley & Associates, LLP) [RESERVED]

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EXHIBIT E

PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and Michael K. Nunley & Associates, LLP)

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EXHIBIT F

PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and Michael K. Nunley & Associates, LLP)

PREVAILING WAGE

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

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

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

Before commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within 60

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

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.

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

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ON-CALL PROFESSIONAL SERVICES AGREEMENT

BETWEEN
THE CITY OF OXNARD AND MNS ENGINEERS, INC.

By This On-Call Professional Services Agreement (“Agreement”), the City of Oxnard (“City”) agrees to engage the Services of MNS Engineers, Inc. (“Consultant”), and Consultant agrees to perform the Services for City as herein described, for the compensation, during the term, and otherwise subject to the covenants and conditions herein set forth. City and Consultant may be individually referred to as “Party” or collectively as the “Parties.”

1. [INTENTIONALLY OMITTED]

2. SUMMARY DESCRIPTION OF SERVICES.

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

3. PARTIES.

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

MNS Engineers, Inc., a corporation of the State of California, located at 201 N Calle Cesar Chavez, STE 300, Santa Barbara, CA 93103

4. TERM OF AGREEMENT: From: July 1, 2026 To: June 30, 2029 A. Time is of the essence in this Agreement
B. The City shall have the option to exercise two (2) consecutive one-year (1) term extensions, in accordance with the scope of work and terms and conditions of this Agreement. Any price negotiations, if allowed, shall be negotiated at the time of contract extension.

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

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

5. AGREEMENT AMOUNT NOT TO EXCEED: $500,000.00.1

City Designated Representative
Name: Abe Anbessaw
Title: Engineer Division Manager
Phone: 805-385-7675
Email: [email protected]
Address: 305 West Third Street, Third
Floor, Oxnard, CA 93030
Consultant Designated Representative
Name: Greg Chelini
Title: Vice President
Phone: 805-692-6921
Email: [email protected]
Address: 201 N Calle Cesar Chavez,
Ste 300, Santa Barbara, CA 93103
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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A. Consultant is advised that any recommendation for Agreement award is not binding on City until the Agreement is fully executed and approved by the City.

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

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

9. CONSULTANT’S SERVICES.

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

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

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may only be modified by written Amendment pursuant to Section 13 of this Agreement, and may be subject to approval by the City Council.

A. The maximum not to exceed amount for any individual Task Order issued pursuant to this Agreement shall be $100,000.00 per Task Order.

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

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.

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15. [RESERVED]

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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.

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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.

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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.

A. To determine if this Agreement is subject to compliance monitoring and enforcement, go to:

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https://www.dir.ca.gov/Public-Works/PublicWorksSB854FAQ.html B. It is unlawful to split, or separate into small portions, work orders, projects, purchases, or public works projects for the purpose of evading these prevailing wage requirements.

27. [RESERVED]

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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.

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

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

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

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

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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 MNS ENGINEERS, INC.

☐Luis A. Mc Arthur, Mayor21 Date Greg Chelini, Vice President Date ☐Libertad Macias, Purchasing Manager32

Miranda Patton, Board Secretary43 Date
ATTEST:

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

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EXHIBIT A

PROFESSIONAL SERVICE AGREEMENT
(CITY of Oxnard and MNS Engineers, Inc.)

The Scope of Work for Construction Management and Inspection Services shall include, but not be limited to the following:

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develop and maintain open lines of communications and cooperation between City staff, CM staff, contractors, and the public.
● 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.
● Progress Meetings: The CM shall conduct bi-weekly progress meetings with the City for the duration of the project, and more frequently if individual situations warrant. 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 at the Public Works Conference rooms and project sites. At least monthly, the CM will present a summary of the monthly progress reports and discuss outstanding or upcoming project issues with the City.
● CM Plan: The CM shall prepare a CM Plan utilizing the final conformed contract documents, and shall include the following elements:

1. Organization Chart

2. CM coordination with City team and description of duties and responsibilities

3. Safety compliance

4. Claims avoidance strategy

5. Special inspection requirements

6. Inspection procedures

7. List of all tests required for project

8. Materials testing location

9. Document management system

10.Physical office location

11. Project close out process
● CM Staffing: The CM shall provide appropriate staffing to accommodate the needs of the project.

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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.
● 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:

1. Administration: The CM shall administer construction contracts and provide technical Construction Management support to City staff to facilitate completion of projects.

3. Quality Assurance: The CM shall verify and manage the Contractor’s Quality Control Plan.

5. Resource Loading: The CM shall monitor the contractor's resource loading and advise on corrective actions needed to maintain schedule.

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2. Job Site Security Verification: Routinely check job site security and measures taken to protect the public from hazards.

2. Progress Schedule Review: CM shall review and monitor contractor's schedule monthly to monitor project progress and detect early delays. Report all schedule delays to the City’s Project Manager.

3. Cost and Budget: CM shall monitor project construction costs, budgets, schedule and maintain current workflow projections.

4. Reporting: CM shall prepare and distribute monthly construction reports.

CM shall provide at a minimum:

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● Daily inspection reports
● Weekly job site meeting minutes
● Monthly report overview
● Project cost to date
● Schedule updates
● 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.
● Coordination with City Inspectors/PM: CM shall coordinate with City inspection and project management resources, where applicable. ● 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.
● Cost Estimating: The CM shall maintain a cost estimating system that conforms to industry accepted practices and provide the following:

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● Document Control: The CM shall establish a document management system for the following:

3. Document Tracking: All central receipts, control, storage, distribution, indexing and tracking of all documents.

5. As-Built Documents Administration: Maintaining a current set of as built drawings and specifications.

1. Document Managing: Coordinate, assemble and review supporting documentation for change order processing and make final recommendations to City staff.

2. Contractor Request Review: Review requests of alleged cost increases and/or time impacts for merit concurrently.

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4. Change Order Expediting: After the equitable resolution is reached the CM shall expedite approval of the negotiated change order.

1. Documentation of Construction Activities: Provide documentation of construction activities, duration of activities, labor resources, and equipment allocation.

2. Construction Reporting: Provide daily construction activity reports, labor resources, on- site equipment, and work conditions.

3. Non-Conformance Reporting: Provide non-conformance reports.

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1. Material Sampling: Sample on-site and imported materials for compliance with the specifications for use as backfill materials.

2. 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.

4. Data Review: Tabulate test data and review failing tests. Provide immediate notification of any failure to meet the requirements of the project contract documents.

1. Review contractor's site-specific SWPPPs for compliance with applicable regulations.

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