Agenda packet, regular meeting — Santa Paula City Council, October 18, 2023 (part 2 of 2)

CONSTRUCTION
527
65283.00001\41651499.2
- 1 - MAINTENANCE SERVICES AGREEMENT

CITY OF SANTA PAULA

MAINTENANCE SERVICES AGREEMENT
AND
BSN CONSTRUCTION, INC.

1. PARTIES AND DATE.

This Agreement is made and entered into this 18th day of October , 2023 by and between the City of Santa Paula, a municipal corporation organized under the laws of the State of California with its principal place of business at 970 Ventura Street, Santa Paula, CA 93060, County of Ventura, State of California and BSN Construction, Inc., a California Corporation with its principal place of business at 4171 Market Street, Ste. C-5, Ventura, CA 93003 (“Contractor”).

City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.

2. RECITALS.

2.1 Contractor.

Contractor desires to perform and assume responsibility for the provision of certain maintenance services required by the City on the terms and conditions set forth in this Agreement.

Contractor represents that it is experienced in providing undergroung utilities, asphalt, concrete, and earthwork services to public clients, that it and its employees or subcontractors have all necessary licenses and permits to perform the Services in the State of California, and that is familiar with the plans of City.

2.2 Project.

City desires to engage Contractor to render such services for the On-Call Street Maintenance Services project (“Project”) as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Contractor promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the maintenance services necessary for the Project (“Services”). The Services are more particularly described in Exhibit “A” attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. The Services shall be more particularly described in the individual Work Order issued by the City or its designee. No Services shall be performed unless authorized by a fully executed Work Order in the form attached hereto as Exhibit “B”. All Services shall be subject to, and performed in accordance with, this Agreement, each Work Order, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 528
65283.00001\41651499.2
-2- MAINTENANCE SERVICES AGREEMENT

3.1.2 Term. The term of this Agreement shall be from July 1, 2023 to June 30, 2023, unless earlier terminated as provided herein. The City shall have the unilateral option, at its sole discretion, to renew this Agreement automatically for no more than one additional oneyear terms. Contractor shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Services.

3.2 Compensation.

1.1.1 Compensation. Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit “C” attached hereto and incorporated herein by reference. The maximum compensation for Services to be provided pursuant to each Work Order shall be set forth in the relevant Work Order. The total compensation for all Work Orders issued hereunder shall not exceed Two Hundred Fifty Thousand Dollars and no cents ($250,000.00) per fiscal year without written approval of the City Council or City Manager, as applicable. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

3.2.1 Payment of Compensation. Contractor shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Contractor. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon.

3.2.2 Deductions. City may deduct or withhold, as applicable, from each progress payment an amount necessary to protect City from loss because of: (1) stop payment notices as allowed by state law; (2) unsatisfactory prosecution of the Services by Contractor; (3) sums representing expenses, losses, or damages as determined by the City, incurred by the City for which Contractor is liable under the Agreement; and (4) any other sums which the City is entitled to recover from Contractor under the terms of the Agreement or pursuant to state law, including Section 1727 of the California Labor Code. The failure by the City to deduct any of these sums from a progress payment shall not constitute a waiver of the City's right to such sums.

3.2.3 Reimbursement for Expenses. Contractor shall not be reimbursed for any expenses unless authorized in writing by City.

3.2.4 Extra Work. At any time during the term of this Agreement, City may request that Contractor perform Extra Work. As used herein, “Extra Work” means any work which is determined by 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.

Contractor shall not perform, nor be compensated for, Extra Work without written authorization from City’s Representative.

3.3 Responsibilities of Contractor.

Contractor retains the right to perform similar or different services for others during the term of 529
530
531
532
533
534
535
536
537
538
539
540
541
542
543
544
545
65283.00007\41669622.2
Exhibit “A”-1 PROFESSIONAL SERVICES AGREEMENT–ON
CALL
EXHIBIT "A"

SCOPE OF SERVICES
[Due to page volume, this exhibit is intentionally omitted. A copy of the entire agreement is available at the City Clerk’s office]
546
547
548
549
550
551
552
553
554
555
556
557
558
559
560
561
562
563
Attachment 2

MAINTENANCE SERVICES AGREEMENT

ON-CALL SERVICES BETWEEN THE

CITY OF SANTA PAULA AND J & H

ENGINEERING GENERAL

CONTRACTORS, INC
564
65283.00001\41651499.2
- 1 - MAINTENANCE SERVICES AGREEMENT

CITY OF SANTA PAULA

MAINTENANCE SERVICES AGREEMENT
AND
J & H ENGINEERING GENERAL CONTRACTORS, INC.

1. PARTIES AND DATE.

This Agreement is made and entered into this 18th day of October, 2023 by and between the City of Santa Paula, a municipal corporation organized under the laws of the State of California with its principal place of business at 970 Ventura Street, Santa Paula, CA 93060, County of Ventura, State of California (“City”) and J & H Engineering General Contractors, Inc., a California corporation with its principal place of business at 4065 Mission Oaks Blvd., Ste. B, Camarillo, CA 93012 (“Contractor”). City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.

2. RECITALS.

2.1 Contractor.

Contractor desires to perform and assume responsibility for the provision of certain maintenance services required by the City on the terms and conditions set forth in this Agreement.

Contractor represents that it is experienced in providing general conditions, bmp implementation, demolition, clearing & grubbing, earthwork & grading, excavation, site work, underground utilities & Infrastructure, water, sewer & storm drain, asphalt paving, concrete & masonry, and structural concrete services to public clients, that it and its employees or subcontractors have all necessary licenses and permits to perform the Services in the State of California, and that is familiar with the plans of City.

2.2 Project.

City desires to engage Contractor to render such services for the On-Call Street Maintenance Services project (“Project”) as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Contractor promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the maintenance services necessary for the Project (“Services”). The Services are more particularly described in Exhibit “A” attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. The Services shall be more particularly described in the individual Work Order issued by the City or its designee. No Services shall be performed unless authorized by a fully executed Work Order in the form attached hereto as Exhibit “B”. All Services shall be subject to, and performed in accordance with, this Agreement, each Work Order, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 565
65283.00001\41651499.2
- 2 - MAINTENANCE SERVICES AGREEMENT

3.1.2 Term. The term of this Agreement shall be from July 1 ,2023 to June 30, 2026, unless earlier terminated as provided herein. The City shall have the unilateral option, at its sole discretion, to renew this Agreement automatically for no more than one additional oneyear terms.***] Contractor shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Services.

3.2 Compensation.

3.2.3 Reimbursement for Expenses. Contractor shall not be reimbursed for any expenses unless authorized in writing by City.

Contractor shall not perform, nor be compensated for, Extra Work without written authorization from City’s Representative.

3.3 Responsibilities of Contractor.

3.3.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Contractor or under its supervision. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Contractor on an independent contractor basis and not as an employee. 566
65283.00001\41651499.2
- 3 - MAINTENANCE SERVICES AGREEMENT
Contractor retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor’s exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance.

3.3.2 Schedule of Services. Contractor shall perform the Services expeditiously, within the term of this Agreement, and shall meet any other established schedules and deadlines set forth in each individual Work Order issued by the City (the “Schedule”). Contractor represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Contractor’s conformance with the Schedule, City shall respond to Contractor’s submittals in a timely manner. Upon request of City, Contractor shall provide a more detailed schedule of anticipated performance to meet the Schedule.

3.3.3 Conformance to Applicable Requirements. All work prepared by Contractor shall be subject to the approval of City.

3.3.4 City’s Representative. The City hereby designates Amy McMullen, President, or his or her designee, to act as its representative for the performance of this Agreement (“City’s Representative”). City’s Representative shall have the power to act on behalf of the City for all purposes under this Agreement except for increasing compensation. Contractor shall not accept direction or orders from any person other than the City’s Representative or his or her designee.

The Contractor’s Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.3.6 Coordination of Services. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City’s staff, consultants and other staff at all reasonable times.

3.3.7 Standard of Care; Performance of Employees. Contractor shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Services. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained 567
65283.00001\41651499.2
- 4 - MAINTENANCE SERVICES AGREEMENT
throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Contractor shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Contractor’s failure to comply with the standard of care provided for herein. Any employee of the Contractor or its sub-contractors who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Contractor and shall not be re-employed to perform any of the Services or to work on the Project.

3.3.8 Period of Performance and Liquidated Damages.

3.3.8.1 Contractor shall perform and complete all Services under this Agreement within the term set forth in Section 3.1.2 above (“Performance Time”). Contractor shall perform the Services in strict accordance with any completion schedule or Project milestones described in Exhibits “A” or “B” attached hereto, or which may be provided separately in writing to the Contractor. Contractor agrees that if the Services are not completed within the aforementioned Performance Time and/or pursuant to any such completion schedule or Project milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer damage. Pursuant to Government Code Section 53069.85, Contractor shall pay to the City as fixed and liquidated damages, and not as a penalty, the sum of One Thousand Five Hundred Dollars ($1,500.00) per day for each and every calendar day of delay beyond the Performance Time or beyond any completion schedule or Project milestones established pursuant to this Agreement.

3.3.8.2 Neither City nor Contractor shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects a Party’s performance and is one or more of the following: (1) Acts of God or other natural disasters; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Services); (4) strikes and other organized labor action occurring at the site and the effects thereof on the Services, only to the extent such strikes and other organized labor action are beyond the control of Contractor and its subconsultants, and to the extent the effects thereof cannot be avoided by use of replacement workers; and (5) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of a public agency applicable to the Services and Agreement.

3.3.8.3 Should a Force Majeure Event occur, the non-performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Force Majeure Events and/or delays, regardless of the Party responsible for the delay, shall not entitle Contractor to any additional compensation.

Notwithstanding the foregoing in this section, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement. 568
65283.00001\41651499.2
- 5 - MAINTENANCE SERVICES AGREEMENT

3.3.9 Disputes. Should any dispute arise respecting the true value of any work done, of any work omitted, or of any extra work which Contractor may be required to do, or respecting the size of any payment to Contractor during the performance of this Contract, Contractor shall continue to perform the Work while said dispute is decided by the City. If Contractor disputes the City’s decision, Contractor shall have such remedies as may be provided by law.

3.3.10 Laws and Regulations; Employee/Labor Certifications.

3.3.10.1 Compliance with Laws. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If the Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Contractor shall be solely responsible for all costs arising therefrom. City is a public entity of the State of California subject to certain provisions of the Health & Safety Code, Government Code, Public Contract Code, and Labor Code of the State. It is stipulated and agreed that all provisions of the law applicable to the public contracts of a municipality are a part of this Agreement to the same extent as though set forth herein and will be complied with. These include but are not limited to the payment of prevailing wages, the stipulation that eight (8) hours’ labor shall constitute a legal day’s work and that no worker shall be permitted to work in excess of eight (8) hours during any one calendar day except as permitted by law. Contractor shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

3.3.10.2 Employment Eligibility; Contractor. By executing this Agreement, Contractor verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time. Such requirements and restrictions include, but are not limited to, examination and retention of documentation confirming the identity and immigration status of each employee of the Contractor.

Contractor also verifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the term of the Agreement. Contractor shall avoid any violation of any such law during the term of this Agreement by participating in an electronic verification of work authorization program operated by the United States Department of Homeland Security, by participating in an equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, or by some other legally acceptable method. Contractor shall maintain records of each such verification, and shall make them available to the City or its representatives for inspection and copy at any time during normal business hours. The City shall not be responsible for any costs or expenses related to Contractor’s compliance with the requirements provided for in Section 3.3.10 or any of its subsections.

3.3.10.3 Employment Eligibility; Subcontractors, Sub-subcontractors and Consultants. To the same extent and under the same conditions as Contractor, Contractor shall require all of its subcontractors, sub-subcontractors and consultants performing any work relating to the Project or this Agreement to make the same verifications and comply with all requirements and restrictions provided for in Section 3.3.10.1.
569
65283.00001\41651499.2
- 6 - MAINTENANCE SERVICES AGREEMENT

3.3.10.4 Employment Eligibility; Failure to Comply. Each person executing this Agreement on behalf of Contractor verifies that they are a duly authorized officer of Contractor, and understands that any of the following shall be grounds for the City to terminate the Agreement for cause: (1) failure of Contractor or its subcontractors, sub-subcontractors or consultants to meet any of the requirements provided for in Sections 3.3.10.1 or 3.3.10.2; (2) any misrepresentation or material omission concerning compliance with such requirements (including in those verifications provided to the Contractor under Section 3.3.10.2); or (3) failure to immediately remove from the Project any person found not to be in compliance with such requirements.

3.3.10.5 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Contractor shall also comply with all relevant provisions of City’s Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.

3.3.10.6 Air Quality. Contractor must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the California Air Resources Board (CARB). Contractor shall specifically be aware of the CARB limits and requirements’ application to “portable equipment”, which definition is considered by CARB to include any item of equipment with a fuel-powered engine. Contractor shall indemnify City against any fines or penalties imposed by CARB or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Contractor, its subcontractors, or others for whom Contractor is responsible under its indemnity obligations provided for in this Agreement.

3.3.10.7 Water Quality.
(A) To the extent applicable, Contractor’s Services must account for, and fully comply with, all local, state and federal laws, rules and regulations that may impact water quality compliance, including, without limitation, all applicable provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the California Porter-Cologne Water Quality Control Act (Cal Water Code §§ 13000-14950); laws, rules and regulations of the Environmental Protection Agency, the State Water Resources Control Board and the Colorado River Regional Water Quality Control Board; the City’s ordinances regulating discharges of storm water; and any and all regulations, policies, or permits issued pursuant to any such authority regulating the discharge of pollutants, as that term is used in the Porter-Cologne Water Quality Control Act, to any ground or surface water in the State. (B) Liability for Non-Compliance. Failure to comply with the laws, regulations and policies described in this Section is a violation of law that may subject Contractor or City to penalties, fines, or additional regulatory requirements. Contractor shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from and against any and all fines, penalties, claims or other regulatory requirements imposed as a result of Contractor’s non-compliance with the laws, regulations and policies described in this Section, unless such non-compliance is the result of the sole established negligence, willful misconduct or active negligence of the City, its officials, officers, agents, employees or authorized volunteers. 570
65283.00001\41651499.2
- 7 - MAINTENANCE SERVICES AGREEMENT
(C) Training. In addition to any other standard of care requirements set forth in this Agreement, Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them without impacting water quality in violation of the laws, regulations and policies described in this Section. Contractor further warrants that it, its employees and subcontractors will receive adequate training, as determined by City, regarding the requirements of the laws, regulations and policies described in this Section as they may relate to the Services provided under this Agreement. Upon request, City will provide Contractor with a list of training programs that meet the requirements of this paragraph.

3.3.11 Insurance.

3.3.11.1 Time for Compliance. Contractor shall not commence Services under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this Section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this Section.

3.3.11.2 Minimum Requirements. Contractor shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Contractor, its agents, representatives, employees or subcontractors.

Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability:

Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. The policy shall not contain any exclusion contrary to the Agreement, including but not limited to endorsements or provisions limiting coverage for (1) contractual liability (including but not limited to ISO CG 24 26 or 21 29); or (2) cross liability for claims or suits by one insured against another. (B) Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used including, but not limited to, form CG 2503, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation limits as required by the Labor Code of the State of California. Employer’s Liability limits of $1,000,000 per accident for bodily injury or disease. Defense costs shall be paid in addition to the limits.
(C) Notices; Cancellation or Reduction of Coverage. At least fifteen (15) days prior to the expiration of any such policy, evidence showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or materially reduced, Contractor shall, within ten (10) days after receipt of written notice of such 571
65283.00001\41651499.2
- 8 - MAINTENANCE SERVICES AGREEMENT
cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, the City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by the City will be promptly reimbursed by Contractor or the City may withhold amounts sufficient to pay premium from Contractor payments. In the alternative, the City may suspend or terminate this Agreement. (D) Additional Insured. The City, its directors, officials, officers, employees, agents, and volunteers shall be named as additional insureds on Contractor’s and its subcontractors’ policies of commercial general liability and automobile liability insurance using the endorsements and forms specified herein or exact equivalents.

3.3.11.3 Insurance Endorsements. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies:
(A) General Liability. The general liability policy shall include or be endorsed (amended) to state that: (1) using ISO CG forms 20 10 and 20 37, or endorsements providing the exact same coverage, the City of Santa Paula, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insured with respect to the Services or ongoing and complete operations performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such work; and (2) using ISO form 20 01, or endorsements providing the exact same coverage, the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents, and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor’s scheduled underlying coverage. Any excess insurance shall contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of the City, before the City’s own primary insurance or self-insurance shall be called upon to protect it as a named insured. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents, and volunteers shall be excess of the Contractor’s insurance and shall not be called upon to contribute with it in any way. Notwithstanding the minimum limits set forth in Section 3.3.11.2(B), any available insurance proceeds in excess of the specified minimum limits of coverage shall be available to the parties required to be named as additional insureds pursuant to this Section 3.3.11.3(A).
(B) Automobile Liability. The automobile liability policy shall include or be endorsed (amended) to state that: (1) the City, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Contractor or for which the Contractor is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents, and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor’s scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents, and volunteers shall be excess of the Contractor’s insurance and shall not be called upon to contribute with it in any way.

Notwithstanding the minimum limits set forth in Section 3.3.11.2(B), any available insurance proceeds in excess of the specified minimum limits of coverage shall be available to the parties required to be named as additional insureds pursuant to this Section 3.3.11.3(B). 572
65283.00001\41651499.2
- 9 - MAINTENANCE SERVICES AGREEMENT
(C) Workers’ Compensation and Employer’s Liability Coverage.

The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents, and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Contractor. (D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days (10 days for nonpayment of premium) prior written notice by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents, and volunteers.

Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officials, officers, employees, agents and volunteers, or any other additional insureds.

3.3.11.4 Separation of Insureds; No Special Limitations; Waiver of Subrogation. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents, and volunteers.

All policies shall waive any right of subrogation of the insurer against the City, its officials, officers, employees, agents, and volunteers, or any other additional insureds, or shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, its officials, officers, employees, agents, and volunteers, or any other additional insureds, and shall require similar written express waivers and insurance clauses from each of its subcontractors.

3.3.11.5 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. Contractor shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its directors, officials, officers, employees, agents, and volunteers; or (2) the Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses.

3.3.11.6 Subcontractor Insurance Requirements. Contractor shall not allow any subcontractors to commence work on any subcontract relating to the work under the Agreement until they have provided evidence satisfactory to the City that they have secured all insurance required under this Section. If requested by Contractor, the City may approve different scopes or minimum limits of insurance for particular subcontractors. The Contractor and the City shall be named as additional insureds on all subcontractors’ policies of Commercial General Liability using ISO form 20 38, or coverage at least as broad.

3.3.11.7 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating no less than A:VIII, licensed to do business in California, and satisfactory to the City.

3.3.11.8 Verification of Coverage. Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received 573
65283.00001\41651499.2
- 10 - MAINTENANCE SERVICES AGREEMENT
and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.

3.3.11.9 Reporting of Claims. Contractor shall report to the City, in addition to Contractor’s insurer, any and all insurance claims submitted by Contractor in connection with the Services under this Agreement.

3.3.12 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.

3.3.13 Bonds.

3.3.13.1 Performance Bond. If required by law or otherwise specifically requested by City in Exhibit “C” attached hereto and incorporated herein by reference, Contractor shall execute and provide to City concurrently with this Agreement a Performance Bond in the amount of the total, not-to-exceed compensation indicated in this Agreement, and in a form provided or approved by the City. If such bond is required, no payment will be made to Contractor until it has been received and approved by the City.

3.3.13.2 Payment Bond. If required by law or otherwise specifically requested by City in Exhibit “C” attached hereto and incorporated herein by reference, Contractor shall execute and provide to City concurrently with this Agreement a Payment Bond in the amount of the total, not-to-exceed compensation indicated in this Agreement, and in a form provided or approved by the City. If such bond is required, no payment will be made to Contractor until it has been received and approved by the City.

3.3.13.3 Bond Provisions. Should, in City’s sole opinion, any bond become insufficient or any surety be found to be unsatisfactory, Contractor shall renew or replace the affected bond within 10 days of receiving notice from City. In the event the surety or Contractor intends to reduce or cancel any required bond, at least thirty (30) days prior written notice shall be given to the City, and Contractor shall post acceptable replacement bonds at least ten (10) days prior to expiration of the original bonds. No further payments shall be deemed due or will be made under this Agreement until any replacement bonds required by this Section are accepted by the City. To the extent, if any, that the total compensation is increased in accordance with the Agreement, the Contractor shall, upon request of the City, cause the amount of the bonds to be increased accordingly and shall promptly deliver satisfactory evidence of such increase to the City. To the extent available, the bonds shall further provide that no change or alteration of the Agreement (including, without limitation, an increase in the total compensation, as referred to above), extensions of time, or modifications of the time, terms, or conditions of payment to the Contractor, will release the surety. If the Contractor fails to furnish any required bond, the City may terminate this Agreement for cause.
574
65283.00001\41651499.2
- 11 - MAINTENANCE SERVICES AGREEMENT

3.3.13.4 Surety Qualifications. Only bonds executed by an admitted surety insurer, as defined in Code of Civil Procedure Section 995.120, shall be accepted. The surety must be a California-admitted surety with a current A.M. Best’s rating no less than A:VIII and satisfactory to the City. If a California-admitted surety insurer issuing bonds does not meet these requirements, the insurer will be considered qualified if it is in conformance with Section 995.660 of the California Code of Civil Procedure, and proof of such is provided to the City.

3.3.14 Work Site.

3.3.14.1 Inspection Of Site. Contractor shall visit sites where Services are to be performed and shall become acquainted with all conditions affecting the Services prior to commencing the Services. Contractor shall make such examinations as it deems necessary to determine the condition of the work sites, its accessibility to materials, workmen and equipment, and to determine Contractor’s ability to protect existing surface and subsurface improvements. No claim for allowances–time or money–will be allowed as to such matters after commencement of the Services.

3.3.14.2 Field Measurements. Contractor shall make field measurements, verify field conditions and shall carefully compare such field measurements and conditions and other information known to Contractor with the Contract Documents, including any plans, specifications, or scope of work before commencing Services. Errors, inconsistencies or omissions discovered shall be reported to the City immediately and prior to performing any Services or altering the condition.

3.3.15 Loss and Damage. Contractor shall be responsible for all loss and damage which may arise out of the nature of the Services agreed to herein, or from the action of the elements, or from any unforeseen difficulties which may arise or be encountered in the prosecution of the Services until the same is fully completed and accepted by City.

3.3.16 Warranty. Contractor warrants all Services under the Contract (which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one year (or the period of time specified elsewhere in the Contract or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the work, whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after being notified in writing by the City of any defect in the Services or non-conformance of the Services to the Contract, commence and prosecute with due diligence all Services necessary to fulfill the terms of the warranty at its sole cost and expense. Contractor shall act sooner as requested by the City in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair and replace any portions of the work (or work of other contractors) damaged by its defective Services or which becomes damaged in the course of repairing or replacing defective work. For any work so corrected, Contractor’s obligation hereunder to correct defective work shall be reinstated for an additional one year period, commencing with the date of acceptance of such corrected work. Contractor shall perform such tests as the City may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the Contract. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of the Contractor. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any 575
65283.00001\41651499.2
- 12 - MAINTENANCE SERVICES AGREEMENT
portion of the work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the City, regardless of whether or not such warranties and guarantees have been transferred or assigned to the City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the City. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Contract, to the reasonable satisfaction of the City, the City shall have the right to correct and replace any defective or non-conforming work and any work damaged by such work or the replacement or correction thereof at Contractor's sole expense. Contractor shall be obligated to fully reimburse the City for any expenses incurred hereunder upon demand.

3.4 Labor Code Requirements.

3.4.1 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Contractor’s principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4.

3.4.2 Registration/DIR Compliance. If the Services are being performed as part of an applicable “public works” or “maintenance” project, and if the total compensation is $15,000 or more, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable.

3.4.3 Registration/DIR Compliance. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor that affect Contractor’s performance of Services, including any delay, shall be Contractor’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Contractor caused delay and shall not be compensable by the City. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and 576
65283.00001\41651499.2
- 13 - MAINTENANCE SERVICES AGREEMENT
agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor.

3.4.4 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

3.5 Termination of Agreement.

3.5.1 Grounds for Termination. City may, by written notice to Contractor, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Contractor of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Contractor shall be compensated only for those services which have been adequately rendered to City, and Contractor shall be entitled to no further compensation. Contractor may not terminate this Agreement except for cause. The rights and remedies of the City provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law, equity or under this Agreement.

3.5.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Contractor to provide all finished or unfinished Documents and Data and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request.

3.5.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

3.6 Indemnification.

3.6.1 Scope of Indemnity. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold the City, its officials, employees, agents and volunteers free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, regardless of whether the allegations are false, fraudulent, or groundless, to property or persons, including wrongful death, (collectively, “Claims”) in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Contractor’s Services, the Project or this Agreement, including without limitation the payment of all expert witness fees, attorneys’ fees and other related costs and expenses. Notwithstanding the foregoing, to the extent required by Civil Code section 2782, Contractor’s indemnity obligation shall not apply to such loss or damage which is caused by the sole or active negligence or willful misconduct of the City.

3.6.2 Additional Indemnity Obligations. Contractor shall defend, with counsel of City’s choosing and at Contractor’s own cost, expense and risk, any and all Claims covered by this section that may be brought or instituted against City or its officials, employees, agents and volunteers. In addition, Contractor shall pay and satisfy any judgment, award or decree that may 577
65283.00001\41651499.2
- 14 - MAINTENANCE SERVICES AGREEMENT
be rendered against City or its officials, employees, agents and volunteers as part of any such claim, suit, action or other proceeding. Contractor shall also reimburse City for the cost of any settlement paid by City or its officials, employees, agents and volunteers as part of any such claim, suit, action or other proceeding. Such reimbursement shall include payment for City’s attorney’s fees and costs, including expert witness fees. Contractor shall reimburse City and its officials, employees, agents and volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor’s obligation to indemnify shall survive expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by the City, its officials, employees, agents and volunteers.

3.7 General Provisions.

3.7.1 Accounting Records. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.

3.7.2 Independent Contractors and Subcontracting.

3.7.2.1 Use of Contractors. Contractor is aware of statutory and case law regarding classification of workers as independent contractors, including California Labor Code Section 2750.3 and Dynamex Operations West, Inc. v. Superior Court, 4 Cal. 5th 903 (2018). To ensure that Contractor is in compliance with the California Labor Code, Contractor shall only utilize its employees to provide the Services. Contractor may not provide the services through any independent contractor, subcontractor or subconsultant (“Subcontractor(s)”) unless approved by the City as set forth in Section 3.7.2.2 below. Contractor represents and warrants that all personnel who perform the Services on Contractor’s behalf are Contractor’s employees, and that Contractor complies with all applicable laws, rules and regulations governing its employees, including, but not limited to, the California Labor Code, Unemployment Insurance Code and all applicable Industrial Welfare Commission Wage Orders.

3.7.2.2 Prior Approval Required. Contractor shall not use any Subcontractor to provide the Services, or any portion of the work required by this Agreement, without prior written approval of City. In the event that City authorizes Contractor to use a Subcontractor, Contractor shall enter into a written agreement with the Subcontractor, which must include all provisions of the Agreement, including a restriction on the Subcontractor’s use of further independent contractors, subcontractors or subconsultants without the City’s prior written consent.

3.7.3 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:

Contractor: J & H Engineering General Contractors, Inc. 4065 Mission Oaks Blvd, Ste. B
Camarillo, CA 93012
578
65283.00001\41651499.2
- 15 - MAINTENANCE SERVICES AGREEMENT
City:

City of Santa Paula
PO Box 569
Santa Paula, CA 93061
Attn: Clete Saunier, Public Works Director
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.7.4 Governing Law; Government Code Claim Compliance. This Agreement shall be governed by the laws of the State of California. Venue shall be in Ventura County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Contractor must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Contractor. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Contractor shall be barred from bringing and maintaining a valid lawsuit against the City.

3.7.5 Attorneys’ Fees. If either Party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorneys’ fees and all other costs of such action.

3.7.6 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.7.7 City’s Right to Employ Other Contractors. City reserves right to employ other contractors in connection with this Project.

3.7.8 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.

3.7.9 Assignment or Transfer. Contractor shall not assign, hypothecate or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.

3.7.10 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be 579
65283.00001\41651499.2
- 16 - MAINTENANCE SERVICES AGREEMENT
construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Contractor include all personnel, employees, agents, and subcontractors of Contractor, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this Agreement.

3.7.11 Amendment; Modification. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.7.12 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel or otherwise.

3.7.13 No Third Party Beneficiaries. Except to the extent expressly provided for in Section 3.5.7, there are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.7.14 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.7.15 Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Contractor further agrees to file, or shall cause its employees or subcontractors to file, a Statement of Economic Interest with the City’s Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

3.7.16 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

3.7.17 Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

3.7.18 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
580
65283.00001\41651499.2
- 17 - MAINTENANCE SERVICES AGREEMENT

3.7.19 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties.

3.8 Federal Provisions.

FEMA financial assistance will be used to fund all or a portion of this Agreement. The Contractor shall comply with all federal requirements including, but not limited to, the following: 2 C.F.R. Part 200 – Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, which is expressly incorporated herein by reference, and Federal Contract Provisions attached hereto as Exhibit “D” and incorporated herein by reference. Subcontracts, if any, shall contain a provision making them subject to all of the provisions stipulated in the Agreement, including but not limited to, 2 C.F.R. Part 200 and the Federal Contract Provisions. With respect to any conflict between such federal requirements and the terms of this contract and/or the provisions of state law and except as otherwise required under federal law or regulation, the more stringent requirement shall control.
[SIGNATURES NEXT PAGE]
581
65283.00001\41651499.2
- 18 - MAINTENANCE SERVICES AGREEMENT

SIGNATURE PAGE FOR MAINTENANCE SERVICES AGREEMENT

BETWEEN THE CITY OF SANTA PAULA
AND J & H ENGINEERING GENERAL CONTRACTORS, INC.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

CITY OF SANTA PAULA J & H Engineering General Contractors, Inc.
[If Corporation, TWO SIGNATURES,
President OR Vice President AND
Secretary OR Treasurer REQUIRED]
By:

Its:

Printed Name:

By:

Its:

Printed Name:
____________________________________
Contractor’s License Number and
Classification
____________________________________
DIR Registration Number
Approved By:

Dan Singer,
City Manager
Approved as to Form:
_____________________________________
Monica Castillo,
Interim City Attorney
Attested By:

Julie Latshaw,
City Clerk
582
65283.00001\41651499.2
Exhibit A-1 MAINTENANCE SERVICES AGREEMENT
EXHIBIT “A”

SCOPE OF SERVICES
[Due to page volume, this exhibit is intentionally omitted. A copy of the entire agreement is availaible at the City Clerk's office]
583
65283.00001\41651499.2
Exhibit B-1 MAINTENANCE SERVICES AGREEMENT
EXHIBIT “B”

WORK ORDER SAMPLE
City of Santa Paula 970 Ventura Street / P.O. Box 569, Santa Paula, CA 93061 / (805) 933-4212
MAINTENANCE WORK ORDER # XX
Issued under MAINTENANCE AGREEMENT FOR SERVICES, dated ___________________ Project Name: XXXXX
Project Number:

Contractor Name:

Vendor Number:

Contract Number:

Account Number: XXX-X-XXXX-XXX
Date Prepared:

Description of Services to be performed by Contractor under this Work Order:

The city of Santa Paula authorizes the Contractor (__________________) to ___________________________ . Please see attached proposal dated ________________ (exhibit A) Time for Completion:

The Contractor shall complete on _________________.

Cost Estimate:

Work Order No.XX will not exceed $____________ and will be expensed to XXX-5-XXXX-XXX.This project shall be completed on a time and materials basis in accordance with the Standard Maintenance Agreement for Services dated _______________.

CONSULTANT/CONTRACTOR
Contractor Date Date
Recommended/Approved By:

Clete Saunier, Date Dan Singer
Public Works Director City Manager
Christy Ramirez,
Finance Director
Date
584
65283.00001
\41651499.2
Exhibit B-2 MAINTENANCE SERVICES AGREEMENT
585
65283.00001\41651499.2
Exhibit C-1 MAINTENANCE SERVICES AGREEMENT
EXHIBIT “C”

COMPENSATION
586

EQUIPMENT LIST

TYPE MAKE/MODEL HOURLY DAILY DAY WEEKLY MONTH
EXCAVATOR JOHN DEER 790 81.25 $ 650.00 $ DAY 2,600.00 $ 7,800.00 $ EXCAVATOR CATERPILLAR 330 112.50 $ 900.00 $ DAY 3,600.00 $ 10,800.00 $ BACKHOE JOHN DEER 410G 62.50 $ 500.00 $ DAY 2,000.00 $ 6,000.00 $ BACKHOE JOHN DEER 710 43.75 $ 500.00 $ DAY 2,000.00 $ 6,000.00 $ BACKHOE CATERPILLAR 450 62.50 $ 500.00 $ DAY 2,000.00 $ 6,000.00 $ BACKHOE CATERPILLAR 446 62.50 $ 500.00 $ DAY 2,000.00 $ 6,000.00 $ HOE RAM JOHN DEER 710 143.75 $ 1,150.00 $ DAY 4,600.00 $ 13,800.00 $ SKIP LOADER JOHN DEER 210 62.50 $ 500.00 $ DAY 2,000.00 $ 6,000.00 $ SKIP LOADER JOHN DEER 210K 62.50 $ 500.00 $ DAY 2,000.00 $ 6,000.00 $ LOADER CATERPILLAR 938 62.50 $ 500.00 $ DAY 2,000.00 $ 6,000.00 $

SKID STEER W/ BROOM OR BUCKET
ATTACHMENTS CATERPILLAR 272D 56.25 $ 450.00 $ DAY 1,800.00 $ 5,400.00 $

SKID STEER W/ GRINDING OR
HAMMER ATTACHMENTS CATERPILLAR 272D 175.00 $ 1,400.00 $ DAY 5,600.00 $ 16,800.00 $ ROLLER CAT CB24 56.25 $ 450.00 $ DAY 1,800.00 $ 5,400.00 $ ROLLER CAT CB10 95.00 $ 760.00 $ DAY 3,040.00 $ $ 9,120.00 PAVING MACHINE LEEBOY 8500 118.75 $ 950.00 $ DAY 3,800.00 $ 11,400.00 $ PAVING MACHINE CEDAR RAPIDS 551 150.00 $ 1,200.00 $ DAY 4,800.00 $ 14,400.00 $ TACK POT 9.38 $ 75.00 $ DAY 300.00 $ 900.00 $
DUMP TRUCK PETERBUILT 10-WHEEL 62.50 $ 500.00 $ DAY 2,000.00 $ 6,000.00 $ DUMP TRUCK FORD BOB TAIL 62.50 $ 500.00 $ DAY 2,000.00 $ 6,000.00 $ WATER TRUCK FORD 62.50 $ 500.00 $ DAY 2,000.00 $ 6,000.00 $ FLATBED SERVICE TRUCK HINO CREW CAB 31.25 $ 250.00 $ DAY 1,000.00 $ 3,000.00 $ FLATBED SERVICE TRUCK HINO REG CAB 31.25 $ 250.00 $ DAY 1,000.00 $ 3,000.00 $ SERVICE TRUCK AND TOOLS ALL 31.25 $ 250.00 $ DAY 1,000.00 $ 3,000.00 $

MOBILIZATION - VENTURA COUNTY
$ EACH WAY 1,100.00
$ EACH WAY 400.00
$ EACH WAY 400.00
MOVE IN/OUT PAVING MACHINE 850.00 $ EACH WAY
PREVAILING WAGE RATES - EFFECTIVE 7/1/2023 THROUGH 6/30/2024 Class Regular Hourly Rate
Laborer 1 107.24 $ 214.48 $
Laborer 2 108.12 $ 216.24 $
Laborer 3 109.00 $ $ 218.00
Laborer 4 111.47 $ 222.94 $
Cement Mason 112.53 $ $ 225.06
Teamster 113.26 $ $ 226.52
Operator 8 143.78 $ $ 287.56
Operator 6 143.78 $ 287.56 $
Supervisor 125.00 $ 250.00 $
Hourly Rate - 2x Overtime (Sunday
Work)

CITY OF SANTA PAULA

ON-CALL STREET MAINTENANCE AGREEMENT
J & H ENGINEERING GENERAL CONTRACTORS, INC.

BARE RENTAL RATE

MOVE IN/OUT EXCAVATOR

MOVE IN/OUT BACKHOE / SKIP LOADER

MOVE IN/OUT ROLLER
Overtime Rate
$ 169.89
$ 215.67
$ 215.67
$ 187.50
$ 160.86
$ 162.18
$ 163.50
$ 167.21
$ 168.80
587
65283.00001\41651499.2
Exhibit C-2 MAINTENANCE SERVICES AGREEMENT

PERFORMANCE BOND
KNOW ALL PERSONS BY THESE PRESENTS:

THAT WHEREAS, the City of Santa Paula (hereinafter referred to as “City”) has awarded to ____________________, (hereinafter referred to as the “Contractor”) _______________________ an agreement for ______________________________ (hereinafter referred to as the “Project”).

WHEREAS, the work to be performed by the Contractor is more particularly set forth in the Contract Documents for the Project dated ________________, (hereinafter referred to as “Contract Documents”), the terms and conditions of which are expressly incorporated herein by reference; and
WHEREAS, the Contractor is required by said Contract Documents to perform the terms thereof and to furnish a bond for the faithful performance of said Contract Documents.

NOW, THEREFORE, we, _______________, the undersigned Contractor and _____________________________________________ as Surety, a corporation organized and duly authorized to transact business under the laws of the State of California, are held and firmly bound unto the City in the sum of ___________________________ DOLLARS, ($____________), said sum being not less than one hundred percent (100%) of the total amount of the Contract, for which amount well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH, that, if the Contractor, his or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and agreements in the Contract Documents and any alteration thereof made as therein provided, on its part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their intent and meaning; and shall faithfully fulfill all obligations including the one-year guarantee of all materials and workmanship; and shall indemnify and save harmless the City, its officers and agents, as stipulated in said Contract Documents, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect.

As a condition precedent to the satisfactory completion of the Contract Documents, unless otherwise provided for in the Contract Documents, the above obligation shall hold good for a period of one (1) year after the acceptance of the work by City, during which time if Contractor shall fail to make full, complete, and satisfactory repair and replacements and totally protect the City from loss or damage resulting from or caused by defective materials or faulty workmanship, Surety shall undertake and faithfully fulfill all such obligations. The obligations of Surety hereunder shall continue so long as any obligation of Contractor remains. Nothing herein shall limit the City’s rights or the Contractor or Surety’s obligations under the Contract, law or equity, including, but not limited to, California Code of Civil Procedure section 337.15.

Whenever Contractor shall be, and is declared by the City to be, in default under the Contract Documents, the Surety shall remedy the default pursuant to the Contract Documents, or shall promptly, at the City’s option:
588
65283.00001\41651499.2
Exhibit C-3 MAINTENANCE SERVICES AGREEMENT
(1) Take over and complete the Project in accordance with all terms and conditions in the Contract Documents; or
(2) Obtain a bid or bids for completing the Project in accordance with all terms and conditions in the Contract Documents and upon determination by Surety of the lowest responsive and responsible bidder, arrange for a Contract between such bidder, the Surety and the City, and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term “balance of the contract price” as used in this paragraph shall mean the total amount payable to Contractor by the City under the Contract and any modification thereto, less any amount previously paid by the City to the Contractor and any other set offs pursuant to the Contract Documents.
(3) Permit the City to complete the Project in any manner consistent with local, California and federal law and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term “balance of the contract price” as used in this paragraph shall mean the total amount payable to Contractor by the City under the Contract and any modification thereto, less any amount previously paid by the City to the Contractor and any other set offs pursuant to the Contract Documents.

Surety expressly agrees that the City may reject any contractor or subcontractor which may be proposed by Surety in fulfillment of its obligations in the event of default by the Contractor.

Surety shall not utilize Contractor in completing the Project nor shall Surety accept a bid from Contractor for completion of the Project if the City, when declaring the Contractor in default, notifies Surety of the City’s objection to Contractor’s further participation in the completion of the Project.

The Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project to be performed thereunder shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project, including but not limited to the provisions of sections 2819 and 2845 of the California Civil Code.

IN WITNESS WHEREOF, we have hereunto set our hands and seals this _______ day of ______________, 20__).
(Corporate Seal)
Contractor/ Principal
By
Title
589
65283.00001\41651499.2
Exhibit C-4 MAINTENANCE SERVICES AGREEMENT
(Corporate Seal)
Surety
By
Attorney-in-Fact
Signatures of those signing for the Contractor and Surety must be notarized and evidence of corporate authority attached.
(Attach Attorney-in-Fact Certificate) Title
The rate of premium on this bond is ____________ per thousand. The total amount of premium charges, $_______________________________.
(The above must be filled in by corporate attorney.)

THIS IS A REQUIRED FORM
Any claims under this bond may be addressed to:
(Name and Address of Surety)
(Name and Address of Agent or
Representative for service of
process in California, if different
from above)
(Telephone number of Surety
and Agent or Representative for
service of process in California)
NOTE: A copy of the Power-of-Attorney authorizing the person signing on behalf of the Surety to do so must be attached hereto.
590
65283.00001\41651499.2
Exhibit C-5 MAINTENANCE SERVICES AGREEMENT
Notary Acknowledgment
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA
COUNTY OF ______________
On , 20___, before me, _______________________________, Notary Public, personally
appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature of Notary Public

OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document
and could prevent fraudulent removal and reattachment of this form to another document.

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT Individual
Corporate Officer
Title(s) Title or Type of Document
Partner(s) Limited
General Number of Pages
Attorney-In-Fact
Trustee(s)
Guardian/Conservator Date of Document
Other:

Signer is representing:

Name Of Person(s) Or Entity(ies)
Signer(s) Other Than Named Above
591
65283.00001\41651499.2
Exhibit C-6 MAINTENANCE SERVICES AGREEMENT

PAYMENT BOND
KNOW ALL MEN BY THESE PRESENTS That
WHEREAS, the City of Santa Paula (hereinafter designated as the “City”), by action taken or a resolution passed ___________ , 20____has awarded to ________________ hereinafter designated as the “Principal,” a contract for the work described as follows:
_____________________________________________________ (the “Project”); and WHEREAS, the work to be performed by the Principal is more particularly set forth in the Contract Documents for the Project dated __________________ (“Contract Documents”), the terms and conditions of which are expressly incorporated by reference; and WHEREAS, said Principal is required to furnish a bond in connection with said contract; providing that if said Principal or any of its Subcontractors shall fail to pay for any materials, provisions, provender, equipment, or other supplies used in, upon, for or about the performance of the work contracted to be done, or for any work or labor done thereon of any kind, or for amounts due under the Unemployment Insurance Code or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of said Principal and its Subcontractors with respect to such work or labor the Surety on this bond will pay for the same to the extent hereinafter set forth.

NOW THEREFORE, we, the Principal and __________________________ as Surety, are held and firmly bound unto the City in the penal sum of ______________ Dollars ($___________) lawful money of the United States of America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH that if said Principal, his or its subcontractors, heirs, executors, administrators, successors or assigns, shall fail to pay any of the persons named in Section 9100 of the Civil Code, fail to pay for any materials, provisions or other supplies, used in, upon, for or about the performance of the work contracted to be done, or for any work or labor thereon of any kind, or amounts due under the Unemployment Insurance Code with respect to work or labor performed under the contract, or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department or Franchise Tax Board from the wages of employees of the contractor and his subcontractors pursuant to Section 18663 of the Revenue and Taxation Code, with respect to such work and labor the Surety or Sureties will pay for the same, in an amount not exceeding the sum herein above specified.

This bond shall inure to the benefit of any of the persons named in Section 9100 of the Civil Code so as to give a right of action to such persons or their assigns in any suit brought upon this bond.

It is further stipulated and agreed that the Surety on this bond shall not be exonerated or released from the obligation of this bond by any change, extension of time for performance, addition, alteration or modification in, to, or of any contract, plans, specifications, or agreement pertaining or relating to any scheme or work of improvement herein above described, or pertaining or relating to the furnishing of labor, materials, or equipment therefore, nor by any change or modification of any terms of payment or extension of the time for any payment pertaining or relating to any scheme or work of improvement herein above described, nor by any rescission or 592
65283.00001\41651499.2
Exhibit C-7 MAINTENANCE SERVICES AGREEMENT
attempted rescission of the contract, agreement or bond, nor by any conditions precedent or subsequent in the bond attempting to limit the right of recovery of claimants otherwise entitled to recover under any such contract or agreement or under the bond, nor by any fraud practiced by any person other than the claimant seeking to recover on the bond and that this bond be construed most strongly against the Surety and in favor of all persons for whose benefit such bond is given, and under no circumstances shall Surety be released from liability to those for whose benefit such bond has been given, by reason of any breach of contract between the owner or City and original contractor or on the part of any obligee named in such bond, but the sole conditions of recovery shall be that claimant is a person described in Section 9100 of the Civil Code, and has not been paid the full amount of his claim and that Surety does hereby waive notice of any such change, extension of time, addition, alteration or modification herein mentioned and the provisions of sections 2819 and 2845 of the California Civil Code.

IN WITNESS WHEREOF, we have hereunto set our hands and seals this _______ day of ______________, 20__.
(Corporate Seal)
Contractor/ Principal
By
Title
(Corporate Seal) Surety
By
Attorney-in-Fact
Title
Signatures of those signing for the Contractor and Surety must be notarized and evidence of corporate authority attached. A Power-of-Attorney authorizing the person signing on behalf of the Surety to do so much be attached hereto.

NOTE: A copy of the Power-of-Attorney authorizing the person signing on behalf of the Surety to do so must be attached hereto.
593
65283.00001\41651499.2
Exhibit C-8 MAINTENANCE SERVICES AGREEMENT
Notary Acknowledgment
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or validity of that document.

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

WITNESS my hand and official seal.

Signature of Notary Public

Signer is representing:

Name Of Person(s) Or Entity(ies)
Signer(s) Other Than Named Above
594
65283.00001\41651499.2
Exhibit D-1 MAINTENANCE SERVICES AGREEMENT
EXHIBIT “D”

FEDERAL CONTRACT PROVISIONS
During the performance of this Agreement, Contractor shall comply with all applicable federal laws and regulations including but not limited to the federal contract provisions in this Exhibit.

1. ACCESS TO RECORDS & RECORD RETENTION (2 C.F.R. 200.336) Contractor shall comply with 2 C.F.R. § 200.336 and provide the Federal Agency, Inspectors General, the Comptroller General of the United States, Agency, and the State of California or any of their authorized representatives access, during normal business hours, to documents, papers, books and records which are directly pertinent to this contract for the purposes of making and responding to audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to the Contractor's personnel for the purpose of interview and discussion related to the books and records. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. The Contractor agrees to provide the Federal Agency or its authorized representatives access to construction or other work sites pertaining to the work being completed under the contract. In compliance with the Disaster Recovery Act of 2018, the City and Contractor acknowledge and agree that no language in this contract is intended to prohibit audits or internal review by the FEMA Administrator or the Comptroller General of the United States.

2. REQUIRED CONTRACT PROVISIONS IN ACCORDANCE WITH APPENDIX II TO PART 200 – CONTRACT PROVISIONS FOR NON-FEDERAL ENTITY CONTRACTS UNDER FEDERAL AWARDS (2 C.F.R. § 200.326)

2.1 Appendix II to Part 200 (C) – Equal Employment Opportunity: Except as otherwise provided under 41 C.F.R. Part 60, if this contract meets the definition of a “federally assisted construction contract” in 41 C.F.R. § 60-1.3, then Contractor shall comply with the following equal opportunity clause, in accordance with Executive Order 11246 of September 24, 1965 entitled “Equal Employment Opportunity,” as amended by Executive Order 11375 of October 13, 1967 and implementation regulations at 41 C.F.R. Chapter 60:

2.1.1 The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.

2.1.2 The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.

2.1.3 The Contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has 595
65283.00001\41651499.2
Exhibit D-2 MAINTENANCE SERVICES AGREEMENT
inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the Contractor's legal duty to furnish information.

2.1.4 The Contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

2.1.5 The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.

2.1.6 The Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.

2.1.7 In the event of the Contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.

2.1.8 The Contractor will include the portion of the sentence immediately preceding paragraph (i) and the provisions of paragraphs (i) through (vii) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance:

Provided, however, that in the event a Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the Contractor may request the United States to enter into such litigation to protect the interests of the United States.

The applicant further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work: Provided, That if the applicant so participating is a State or local government, the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the contract. 596
65283.00001\41651499.2
Exhibit D-3 MAINTENANCE SERVICES AGREEMENT
The applicant agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the discharge of the agency's primary responsibility for securing compliance.

The applicant further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11246 of September 24, 1965, with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part II, Subpart D of the Executive Order. In addition, the applicant agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions: Cancel, terminate, or suspend in whole or in part this grant (contract, loan, insurance, guarantee); refrain from extending any further assistance to the applicant under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from such applicant; and refer the case to the Department of Justice for appropriate legal proceedings.

2.2 Appendix II to Part 200 (G) – Clean Air Act and Federal Water Pollution Control Act: If this contract is in excess of $150,000, Contractor shall comply with the following:

2.2.1 Pursuant to the Clean Air Act, (1) Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq., (2) Contractor agrees to report each violation to the City and understands and agrees that the City will, in turn, report each violation as required to assure notification to the Federal awarding agency and the appropriate Environmental Protection Agency Regional Office, and (3) Contractor agrees to include these requirements in each subcontract exceeding $150,000.

2.2.2 Pursuant to the Federal Water Pollution Control Act, (1) Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq., (2) Contractor agrees to report each violation to the City and understands and agrees that the City will, in turn, report each violation as required to assure notification to the Federal awarding agency and the appropriate Environmental Protection Agency Regional Office, and (3) Contractor agrees to include these requirements in each subcontract exceeding $150,000.

2.3 Appendix II to Part 200 (H) – Debarment and Suspension. This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such Contractor is required to verify that none of the Contractor, its principals (defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). Contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. This certification is a material representation of fact relied upon by City. If it is later determined that Contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the City, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. Contractor warrants that it is not debarred, suspended, or 597
65283.00001\41651499.2
Exhibit D-4 MAINTENANCE SERVICES AGREEMENT
otherwise excluded from or ineligible for participation in any federal programs. Contractor also agrees to verify that all subcontractors performing work under this contract are not debarred, disqualified, or otherwise prohibited from participation in accordance with the requirements above.

Contractor further agrees to notify the City in writing immediately if Contractor or its subcontractors are not in compliance during the term of this contract.

2.4 Appendix II to Part 200 (I) – Byrd Anti-Lobbying Act. Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient who in turn will forward the certification(s) to the awarding agency.

2.5 Procurement of Recovered Materials. In the performance of this contract, Contractor shall make maximum use of products containing recovered materials that are EPAdesignated items unless the product cannot be acquired: competitively within a timeframe providing for compliance with the contract performance schedule; meeting contract performance requirements; or at a reasonable price. Information about this requirement, along with the list of EPA-designate items, is available at EPA’s Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program. Contractor also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act.

3. MISCELLANEOUS PROVISIONS

3.1 The Contractor shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA preapproval.

3.2 This is an acknowledgement that FEMA financial assistance will be used to fund all or a portion of this contract. The Contractor will comply with all applicable federal law, regulations, executive orders, FEMA policies, procedures, and directives.

3.3 Contractor acknowledges that 31 U.S.C. Chapter 38 (Administrative Remedies for False Claims and Statements) applies to the Contractor’s actions pertaining to this contract.

3.4 The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the City, Contractor, any subcontractors or any other party pertaining to any matter resulting from the contract.

3.5 General and administrative expenses shall be negotiated and must conform to the Cost Principles in 2 C.F.R. Part 200. Profit shall be negotiated as a separate element of the cost.

To establish a fair and reasonable profit, consideration must be given to the complexity of the work to be performed, the risk borne by the Contractor, the Contractor's investment, the amount of subcontracting, the quality of its record of past performance, and industry profit rates in the surrounding geographical area for similar work. Any agreement, amendment or change order for work performed on a time and materials basis shall include a ceiling price that Contractor exceeds 598
65283.00001\41651499.2
Exhibit D-5 MAINTENANCE SERVICES AGREEMENT
at its own risk.
599
$WWDFKPHQW3
0$,17(1$1&(6(59,&(6$*5((0(17
21&$//6(59,&(6%(7:((17+(
&,7<2)6$17$3$8/$$1' TORO
ENTERPRISES, INC.
600
65283.00001\41651499.2
-1- MAINTENANCE SERVICES AGREEMENT

CITY OF SANTA PAULA

MAINTENANCE SERVICES AGREEMENT
AND
TORO ENTERPRISES, INC.

1. PARTIES AND DATE.

This Agreement is made and entered into this4th day of October, 2023 by and between the City of Santa Paula, a municipal corporation organized under the laws of the State of California with its principal place of business at 970 Ventura Street, Santa Paula, CA 93060, County of Ventura, State of California (“City”) and Toro Enterprise, Inc., a California corporation with its principal place of business at 2101 E. Ventura Blvd., Oxnard, CA 93036 (“Contractor”). City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.

2. RECITALS.

2.1 Contractor.

Contractor desires to perform and assume responsibility for the provision of certain maintenance services required by the City on the terms and conditions set forth in this Agreement.

Contractor represents that it is experienced in providing street maintenance services to public clients, that it and its employees or subcontractors have all necessary licenses and permits to perform the Services in the State of California, and that is familiar with the plans of City.

2.2 Project.

City desires to engage Contractor to render such services for the On-Call Street Maintenance Services project (“Project”) as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.2 Term. The term of this Agreement shall be from July 1 ,2023 to June 30, 2026, unless earlier terminated as provided herein. The City shall have the unilateral option, at its sole discretion, to renew this Agreement automatically for no more than one additional one601 65283.00001\41651499.2
-2- MAINTENANCE SERVICES AGREEMENT
year terms. Contractor shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Services.

3.2 Compensation.

3.2.3 Reimbursement for Expenses. Contractor shall not be reimbursed for any expenses unless authorized in writing by City.

Contractor shall not perform, nor be compensated for, Extra Work without written authorization from City’s Representative.

3.3 Responsibilities of Contractor.

Contractor retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor’s exclusive direction and control. Contractor shall pay all wages, salaries, and other 602
65283.00001\41651499.2
-3- MAINTENANCE SERVICES AGREEMENT
amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance.

3.3.3 Conformance to Applicable Requirements. All work prepared by Contractor shall be subject to the approval of City.

3.3.4 City’s Representative. The City hereby designates Sean Castillo, President, or his or her designee, to act as its representative for the performance of this Agreement (“City’s Representative”). City’s Representative shall have the power to act on behalf of the City for all purposes under this Agreement except for increasing compensation.

Contractor shall not accept direction or orders from any person other than the City’s Representative or his or her designee.

3.3.5 Contractor’s Representative. Contractor hereby designates Clete Saunier, Public Works Director, or his or her designee, to act as its representative for the performance of this Agreement (“Contractor’s Representative”). Contractor’s Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. The Contractor’s Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.3.7 Standard of Care; Performance of Employees. Contractor shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Services. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Contractor shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Contractor’s failure to comply with the standard of care 603
65283.00001\41651499.2
-4- MAINTENANCE SERVICES AGREEMENT
provided for herein. Any employee of the Contractor or its sub-contractors who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Contractor and shall not be re-employed to perform any of the Services or to work on the Project.

3.3.8 Period of Performance and Liquidated Damages.

Notwithstanding the foregoing in this section, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.

3.3.9 Disputes. Should any dispute arise respecting the true value of any work done, of any work omitted, or of any extra work which Contractor may be required to do, or respecting the size of any payment to Contractor during the performance of this Contract, Contractor shall continue to perform the Work while said dispute is decided by the City. If 604
65283.00001\41651499.2
-5- MAINTENANCE SERVICES AGREEMENT
Contractor disputes the City’s decision, Contractor shall have such remedies as may be provided by law.

3.3.10 Laws and Regulations; Employee/Labor Certifications.

3.3.10.4 Employment Eligibility; Failure to Comply. Each person executing this Agreement on behalf of Contractor verifies that they are a duly authorized officer of Contractor, and understands that any of the following shall be grounds for the City to terminate 605
65283.00001\41651499.2
-6- MAINTENANCE SERVICES AGREEMENT
the Agreement for cause: (1) failure of Contractor or its subcontractors, sub-subcontractors or consultants to meet any of the requirements provided for in Sections 3.3.10.1 or 3.3.10.2; (2) any misrepresentation or material omission concerning compliance with such requirements (including in those verifications provided to the Contractor under Section 3.3.10.2); or (3) failure to immediately remove from the Project any person found not to be in compliance with such requirements.

3.3.10.7 Water Quality.
(A) To the extent applicable, Contractor’s Services must account for, and fully comply with, all local, state and federal laws, rules and regulations that may impact water quality compliance, including, without limitation, all applicable provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the California Porter-Cologne Water Quality Control Act (Cal Water Code §§ 13000-14950); laws, rules and regulations of the Environmental Protection Agency, the State Water Resources Control Board and the Colorado River Regional Water Quality Control Board; the City’s ordinances regulating discharges of storm water; and any and all regulations, policies, or permits issued pursuant to any such authority regulating the discharge of pollutants, as that term is used in the Porter-Cologne Water Quality Control Act, to any ground or surface water in the State. (B) Liability for Non-Compliance. Failure to comply with the laws, regulations and policies described in this Section is a violation of law that may subject Contractor or City to penalties, fines, or additional regulatory requirements. Contractor shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from and against any and all fines, penalties, claims or other regulatory requirements imposed as a result of Contractor’s non-compliance with the laws, regulations and policies described in this Section, unless such non-compliance is the result of the sole established negligence, willful misconduct or active negligence of the City, its officials, officers, agents, employees or authorized volunteers. (C) Training. In addition to any other standard of care requirements set forth in this Agreement, Contractor warrants that all employees and 606
65283.00001\41651499.2
-7- MAINTENANCE SERVICES AGREEMENT
subcontractors shall have sufficient skill and experience to perform the Services assigned to them without impacting water quality in violation of the laws, regulations and policies described in this Section. Contractor further warrants that it, its employees and subcontractors will receive adequate training, as determined by City, regarding the requirements of the laws, regulations and policies described in this Section as they may relate to the Services provided under this Agreement. Upon request, City will provide Contractor with a list of training programs that meet the requirements of this paragraph.

3.3.11 Insurance.

Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. The policy shall not contain any exclusion contrary to the Agreement, including but not limited to endorsements or provisions limiting coverage for (1) contractual liability (including but not limited to ISO CG 24 26 or 21 29); or (2) cross liability for claims or suits by one insured against another. (B) Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used including, but not limited to, form CG 2503, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation limits as required by the Labor Code of the State of California. Employer’s Liability limits of $1,000,000 per accident for bodily injury or disease. Defense costs shall be paid in addition to the limits.
(C) Notices; Cancellation or Reduction of Coverage. At least fifteen (15) days prior to the expiration of any such policy, evidence showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or materially reduced, Contractor shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company 607
65283.00001\41651499.2
-8- MAINTENANCE SERVICES AGREEMENT
or companies. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, the City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by the City will be promptly reimbursed by Contractor or the City may withhold amounts sufficient to pay premium from Contractor payments. In the alternative, the City may suspend or terminate this Agreement. (D) Additional Insured. The City, its directors, officials, officers, employees, agents, and volunteers shall be named as additional insureds on Contractor’s and its subcontractors’ policies of commercial general liability and automobile liability insurance using the endorsements and forms specified herein or exact equivalents.

Notwithstanding the minimum limits set forth in Section 3.3.11.2(B), any available insurance proceeds in excess of the specified minimum limits of coverage shall be available to the parties required to be named as additional insureds pursuant to this Section 3.3.11.3(B). (C) Workers’ Compensation and Employer’s Liability Coverage.

The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, 608
65283.00001\41651499.2
-9- MAINTENANCE SERVICES AGREEMENT
officers, employees, agents, and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Contractor. (D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days (10 days for nonpayment of premium) prior written notice by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents, and volunteers.

3.3.11.8 Verification of Coverage. Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 609
65283.00001\41651499.2
- 10 - MAINTENANCE SERVICES AGREEMENT

3.3.13 Bonds.

3.3.13.4 Surety Qualifications. Only bonds executed by an admitted surety insurer, as defined in Code of Civil Procedure Section 995.120, shall be accepted. The 610
65283.00001\41651499.2
- 11 - MAINTENANCE SERVICES AGREEMENT
surety must be a California-admitted surety with a current A.M. Best’s rating no less than A:VIII and satisfactory to the City. If a California-admitted surety insurer issuing bonds does not meet these requirements, the insurer will be considered qualified if it is in conformance with Section 995.660 of the California Code of Civil Procedure, and proof of such is provided to the City.

3.3.14 Work Site.

3.3.16 Warranty. Contractor warrants all Services under the Contract (which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one year (or the period of time specified elsewhere in the Contract or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the work, whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after being notified in writing by the City of any defect in the Services or non-conformance of the Services to the Contract, commence and prosecute with due diligence all Services necessary to fulfill the terms of the warranty at its sole cost and expense. Contractor shall act sooner as requested by the City in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair and replace any portions of the work (or work of other contractors) damaged by its defective Services or which becomes damaged in the course of repairing or replacing defective work. For any work so corrected, Contractor’s obligation hereunder to correct defective work shall be reinstated for an additional one year period, commencing with the date of acceptance of such corrected work. Contractor shall perform such tests as the City may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the Contract. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of the Contractor. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the City, regardless of whether or not such warranties and guarantees have been 611
65283.00001\41651499.2
- 12 - MAINTENANCE SERVICES AGREEMENT
transferred or assigned to the City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the City. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Contract, to the reasonable satisfaction of the City, the City shall have the right to correct and replace any defective or non-conforming work and any work damaged by such work or the replacement or correction thereof at Contractor's sole expense. Contractor shall be obligated to fully reimburse the City for any expenses incurred hereunder upon demand.

3.4 Labor Code Requirements.

3.4.3 Registration/DIR Compliance. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor that affect Contractor’s performance of Services, including any delay, shall be Contractor’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Contractor caused delay and shall not be compensable by the City. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor. 612
65283.00001\41651499.2
- 13 - MAINTENANCE SERVICES AGREEMENT

3.5 Termination of Agreement.

3.6 Indemnification.

3.6.2 Additional Indemnity Obligations. Contractor shall defend, with counsel of City’s choosing and at Contractor’s own cost, expense and risk, any and all Claims covered by this section that may be brought or instituted against City or its officials, employees, agents and volunteers. In addition, Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its officials, employees, agents and volunteers as part of any such claim, suit, action or other proceeding. Contractor shall also reimburse City for the cost of any settlement paid by City or its officials, employees, agents and volunteers as part 613
65283.00001\41651499.2
- 14 - MAINTENANCE SERVICES AGREEMENT
of any such claim, suit, action or other proceeding. Such reimbursement shall include payment for City’s attorney’s fees and costs, including expert witness fees. Contractor shall reimburse City and its officials, employees, agents and volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided.

Contractor’s obligation to indemnify shall survive expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by the City, its officials, employees, agents and volunteers.

3.7 General Provisions.

3.7.2 Independent Contractors and Subcontracting.

Contractor: Toro Enterprises, Inc.
2101 E. Ventura Blvd.

Oxnard, CA 93036
614
65283.00001\41651499.2
- 15 - MAINTENANCE SERVICES AGREEMENT
City:

3.7.6 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.7.7 City’s Right to Employ Other Contractors. City reserves right to employ other contractors in connection with this Project.

3.7.8 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.

3.7.10 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Contractor include all personnel, employees, agents, and subcontractors of Contractor, except as otherwise specified in this Agreement. All references 615
65283.00001\41651499.2
- 16 - MAINTENANCE SERVICES AGREEMENT
to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this Agreement.

3.7.11 Amendment; Modification. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.7.13 No Third Party Beneficiaries. Except to the extent expressly provided for in Section 3.5.7, there are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.7.18 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

3.8 Federal Provisions.

FEMA financial assistance will be used to fund all or a portion of this Agreement. The Contractor shall comply with all federal requirements including, but not limited to, the following: 2 C.F.R. Part 200 – Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, which is expressly incorporated herein by reference, and Federal Contract Provisions attached hereto as Exhibit “D” and incorporated herein by reference. Subcontracts, if any, shall contain a provision making them subject to all of the provisions stipulated in the Agreement, including but not limited to, 2 C.F.R. Part 200 and the Federal Contract Provisions. With respect to any conflict between such federal requirements and the terms of this contract and/or the provisions of state law and except as otherwise required under federal law or regulation, the more stringent requirement shall control.
[SIGNATURES NEXT PAGE]
617
65283.00001\41651499.2
- 18 - MAINTENANCE SERVICES AGREEMENT

SIGNATURE PAGE FOR MAINTENANCE SERVICES AGREEMENT

BETWEEN THE CITY OF SANTA PAULA
AND TORO ENTERPRISE, INC.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

CITY OF SANTA PAULA TORO ENTERPRISES, INC.
[If Corporation, TWO SIGNATURES,
President OR Vice President AND
Secretary OR Treasurer REQUIRED]
By:

Its:

Printed Name:

By:

Its:

Printed Name:
____________________________________
Contractor’s License Number and
Classification
____________________________________
DIR Registration Number
Approved By:

Dan Singer,
City Manager
Approved as to Form:
_____________________________________
Monica Castillo,
Interim City Attorney
Attested By:

Julie Latshaw,
City Clerk
618
65283.00001\41651499.2
Exhibit A-1 MAINTENANCE SERVICES AGREEMENT
EXHIBIT “A”

SCOPE OF SERVICES
[Due to page volume, this exhibit is intentionally omitted. A copy of the entire agreement is available at teh City Clerk's office]
619
65283.00001\41651499.2
Exhibit B-1 MAINTENANCE SERVICES AGREEMENT
EXHIBIT “B”

Contractor Name:

Vendor Number:

Contract Number:

Account Number: XXX-X-XXXX-XXX
Date Prepared:

Description of Services to be performed by Contractor under this Work Order:

The city of Santa Paula authorizes the Contractor (__________________) to ___________________________ . Please see attached proposal dated ________________ (exhibit A) Time for Completion:

The Contractor shall complete on _________________.

Cost Estimate:

CONSULTANT/CONTRACTOR
Contractor Date Date
Recommended/Approved By:

Clete Saunier, Date Dan Singer
Public Works Director City Manager
Christy Ramirez,
Finance Director
Date
620
65283.00001
\41651499.2
Exhibit B-2 MAINTENANCE SERVICES AGREEMENT
621
65283.00001\41651499.2
Exhibit C-1 MAINTENANCE SERVICES AGREEMENT
EXHIBIT “C”

COMPENSATION
622
623
624
65283.00001\41651499.2
Exhibit C-2 MAINTENANCE SERVICES AGREEMENT

PERFORMANCE BOND
KNOW ALL PERSONS BY THESE PRESENTS:

Whenever Contractor shall be, and is declared by the City to be, in default under the Contract Documents, the Surety shall remedy the default pursuant to the Contract Documents, or shall promptly, at the City’s option:
625
65283.00001\41651499.2
Exhibit C-3 MAINTENANCE SERVICES AGREEMENT
(1) Take over and complete the Project in accordance with all terms and conditions in the Contract Documents; or
(2) Obtain a bid or bids for completing the Project in accordance with all terms and conditions in the Contract Documents and upon determination by Surety of the lowest responsive and responsible bidder, arrange for a Contract between such bidder, the Surety and the City, and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term “balance of the contract price” as used in this paragraph shall mean the total amount payable to Contractor by the City under the Contract and any modification thereto, less any amount previously paid by the City to the Contractor and any other set offs pursuant to the Contract Documents.
(3) Permit the City to complete the Project in any manner consistent with local, California and federal law and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term “balance of the contract price” as used in this paragraph shall mean the total amount payable to Contractor by the City under the Contract and any modification thereto, less any amount previously paid by the City to the Contractor and any other set offs pursuant to the Contract Documents.

Surety expressly agrees that the City may reject any contractor or subcontractor which may be proposed by Surety in fulfillment of its obligations in the event of default by the Contractor.

IN WITNESS WHEREOF, we have hereunto set our hands and seals this _______ day of ______________, 20__).
(Corporate Seal)
Contractor/ Principal
By
Title
626
65283.00001\41651499.2
Exhibit C-4 MAINTENANCE SERVICES AGREEMENT
(Corporate Seal)
Surety
By
Attorney-in-Fact
Signatures of those signing for the Contractor and Surety must be notarized and evidence of corporate authority attached.
(Attach Attorney-in-Fact Certificate) Title
The rate of premium on this bond is ____________ per thousand. The total amount of premium charges, $_______________________________.
(The above must be filled in by corporate attorney.)

THIS IS A REQUIRED FORM
Any claims under this bond may be addressed to:
(Name and Address of Surety)
(Name and Address of Agent or
Representative for service of
process in California, if different
from above)
(Telephone number of Surety
and Agent or Representative for
service of process in California)
NOTE: A copy of the Power-of-Attorney authorizing the person signing on behalf of the Surety to do so must be attached hereto.
627
65283.00001\41651499.2
Exhibit C-5 MAINTENANCE SERVICES AGREEMENT
Notary Acknowledgment
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or validity of that document.

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

WITNESS my hand and official seal.

Signature of Notary Public

Signer is representing:

Name Of Person(s) Or Entity(ies)
Signer(s) Other Than Named Above
628
65283.00001\41651499.2
Exhibit C-6 MAINTENANCE SERVICES AGREEMENT

This bond shall inure to the benefit of any of the persons named in Section 9100 of the Civil Code so as to give a right of action to such persons or their assigns in any suit brought upon this bond.

It is further stipulated and agreed that the Surety on this bond shall not be exonerated or released from the obligation of this bond by any change, extension of time for performance, addition, alteration or modification in, to, or of any contract, plans, specifications, or agreement pertaining or relating to any scheme or work of improvement herein above described, or pertaining or relating to the furnishing of labor, materials, or equipment therefore, nor by any change or modification of any terms of payment or extension of the time for any payment pertaining or relating to any scheme or work of improvement herein above described, nor by any rescission or 629
65283.00001\41651499.2
Exhibit C-7 MAINTENANCE SERVICES AGREEMENT
attempted rescission of the contract, agreement or bond, nor by any conditions precedent or subsequent in the bond attempting to limit the right of recovery of claimants otherwise entitled to recover under any such contract or agreement or under the bond, nor by any fraud practiced by any person other than the claimant seeking to recover on the bond and that this bond be construed most strongly against the Surety and in favor of all persons for whose benefit such bond is given, and under no circumstances shall Surety be released from liability to those for whose benefit such bond has been given, by reason of any breach of contract between the owner or City and original contractor or on the part of any obligee named in such bond, but the sole conditions of recovery shall be that claimant is a person described in Section 9100 of the Civil Code, and has not been paid the full amount of his claim and that Surety does hereby waive notice of any such change, extension of time, addition, alteration or modification herein mentioned and the provisions of sections 2819 and 2845 of the California Civil Code.

NOTE: A copy of the Power-of-Attorney authorizing the person signing on behalf of the Surety to do so must be attached hereto.
630
65283.00001\41651499.2
Exhibit C-8 MAINTENANCE SERVICES AGREEMENT
Notary Acknowledgment
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or validity of that document.

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

WITNESS my hand and official seal.

Signature of Notary Public

Signer is representing:

Name Of Person(s) Or Entity(ies)
Signer(s) Other Than Named Above
631
65283.00001\41651499.2
Exhibit D-1 MAINTENANCE SERVICES AGREEMENT
EXHIBIT “D”

2. REQUIRED CONTRACT PROVISIONS IN ACCORDANCE WITH APPENDIX II TO PART 200 – CONTRACT PROVISIONS FOR NON-FEDERAL ENTITY CONTRACTS UNDER FEDERAL AWARDS (2 C.F.R. § 200.326)

2.1.3 The Contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has 632
65283.00001\41651499.2
Exhibit D-2 MAINTENANCE SERVICES AGREEMENT
inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the Contractor's legal duty to furnish information.

2.1.5 The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.

The applicant further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work: Provided, That if the applicant so participating is a State or local government, the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the contract. 633
65283.00001\41651499.2
Exhibit D-3 MAINTENANCE SERVICES AGREEMENT
The applicant agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the discharge of the agency's primary responsibility for securing compliance.

2.2 Appendix II to Part 200 (G) – Clean Air Act and Federal Water Pollution Control Act: If this contract is in excess of $150,000, Contractor shall comply with the following:

2.3 Appendix II to Part 200 (H) – Debarment and Suspension. This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such Contractor is required to verify that none of the Contractor, its principals (defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). Contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. This certification is a material representation of fact relied upon by City. If it is later determined that Contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the City, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. Contractor warrants that it is not debarred, suspended, or 634
65283.00001\41651499.2
Exhibit D-4 MAINTENANCE SERVICES AGREEMENT
otherwise excluded from or ineligible for participation in any federal programs. Contractor also agrees to verify that all subcontractors performing work under this contract are not debarred, disqualified, or otherwise prohibited from participation in accordance with the requirements above.

Contractor further agrees to notify the City in writing immediately if Contractor or its subcontractors are not in compliance during the term of this contract.

3. MISCELLANEOUS PROVISIONS

3.1 The Contractor shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA preapproval.

3.3 Contractor acknowledges that 31 U.S.C. Chapter 38 (Administrative Remedies for False Claims and Statements) applies to the Contractor’s actions pertaining to this contract.

3.5 General and administrative expenses shall be negotiated and must conform to the Cost Principles in 2 C.F.R. Part 200. Profit shall be negotiated as a separate element of the cost.

To establish a fair and reasonable profit, consideration must be given to the complexity of the work to be performed, the risk borne by the Contractor, the Contractor's investment, the amount of subcontracting, the quality of its record of past performance, and industry profit rates in the surrounding geographical area for similar work. Any agreement, amendment or change order for work performed on a time and materials basis shall include a ceiling price that Contractor exceeds 635
65283.00001\41651499.2
Exhibit D-5 MAINTENANCE SERVICES AGREEMENT
at its own risk.
636
To: Honorable Mayor and Members of the City Council
From: Clete Saunier, Public Works Director
Subject: ON-CALL SERVICES AGREEMENT FOR CITYWIDE TRAFFIC SIGNAL

MAINTENANCE SERVICES
Date: October 18, 2023
Agenda Item: 10.I

CITY OF SANTA PAULA

MEMORANDUM
RECOMMENDATION:

Staff recommends that the City Council:

1. Authorize the City Manager to execute a three-year on-call services agreement with Yunex LLC for Citywide Traffic Signal Maintenance services.

2. Authorize the City Manager or his designee to issue traffic signal repair and maintenance services work orders on a time and material basis in an aggregate amount not to exceed the adopted fiscal year budget or $250,000 per fiscal year, whichever is less.

BACKGROUND:

The City of Santa Paula has 17 signalized intersections in town. Each intersection consists of a system of traffic signal poles, lights, controller cabinets and vehicle detection systems. Of these 16 intersections, 4 are maintained by Caltrans, and 13 are maintained by the City. The City-maintained intersections include:

Faulkner Rd. and Peck Rd.
8th St. and Harvard Blvd.

Peck Rd. and Harvard Blvd / Main St.
12th St. and Harvard Blvd.

Steckel Dr. and Harvard Blvd.

Mill St. and Main St.

Craig Dr. and Harvard Blvd.
12th St. and Main St.

Palm Ave. and Harvard Blvd.

Palm Ave. and Main St.

Olive St. and Harvard Blvd
8th St. and Main St.

Hallock Dr. and Telegraph Rd.

The nature of traffic signal operation and maintenance requires specialized knowledge of traffic operations, signal timing, vehicle detection, and train pre-emption with the ability to make adjustments according to traffic volumes and changes in traffic patterns at various times 637
of the year.

Routine maintenance may include adjustment of signal timing, replacement of signal controller components, back-up batteries, pedestrian push buttons, traffic lights, street lights, and vehicle detection loops. More significant repairs may be required following vehicle collisions with traffic signal poles, controllers and mast arms, which can be costly and time-consuming to contract maintenance budgets. Generally, the repair or replacement of traffic signal components is a specialized trade requiring trained staff to perform. The City does not have signal technicians or repair personnel on staff with these qualifications and must contract with a qualified company for such services.

The City needs specialized contractors to perform traffic signal preventive, emergency and non-emergency maintenance work that exceeds staff’s ability to perform the work. The primary purpose of the contract is for the contractor to assist the City with carrying on a program of continuing comprehensive maintenance designed to eliminate or reduce the incidence of malfunctions, reduce complaints, and extend the useful life of the traffic signal equipment. By pre-qualifying contractors to be utilized on an on-call basis, the delays associated with a traditional Request for Bids (RFB) process is eliminated on the front end of each project.

Rather, staff has access to a pre-qualified group of contractors available to efficiently respond to the needs of the City.

Every project assigned to a contractor will still require a separate written scope of work and contract. Dependent upon the overall value of the contract approval by either the Department Head, City Manager or the City Council. Projects to be completed by the contractor are categorized as follows:

Scheduled Maintenance Work (primary purpose)
The scope of work and schedule shall be mutually agreed to between City staff and the contractor before work begins. Work under this category shall be planned and scheduled Monday through Friday between the hours of 8:00 am and 5:00 pm unless otherwise agreed to by the City.

Non-Scheduled Urgent Repair Work (as-needed)
The contractor must be on the site within two hours of the notification and begin work immediately to address the following events:

Any signal controller malfunction
Burned out red or green ball or arrow display
Burned out or malfunctioning Pedestrian Walk Signal Indications ANALYSIS:

On June 21, 2023, City Council authorized Staff to publish a Request for Qualifications (RFQ) for Citywide Traffic Signal Maintenance Services. On June 29, 2023, staff advertised the RFQ and one (1) Statement of Qualifications (SOQ) was received and opened on July 27, 2023, which was from Yunex Traffic.

The contractor was evaluated based on their qualifications, experience, and unit prices. Staff determined that Yunex Traffic was qualified to provide traffic signal maintenance services 638
within their specialty area. Their unit prices are also competitive compared to currently available bid data. Due to the specialized nature of traffic signal maintenance services as well as the lack of contractors that can perform this work locally, we are recommending moving forward with awarding to the sole proposer.

Staff is committed to responsible financial stewardship. Staff will report regularly to Council on the project covered by this contract. In addition, staff will ensure that no work order is issued to Yunex Traffic for a Capital Improvement Project (CIP) until the CIP is approved by City Council.

STRATEGIC PLAN:

The Project supports the currently adopted Strategic Plan in achieving the following goals:

Infrastructure, Transportation & Mobility
Goal: Maintain and develop the City’s infrastructure to be safe, sustainable, innovative and cost-efficient.

FISCAL IMPACTS:

Individual work orders with the City Manager’s, or his designee’s approval will be separately issued, reflecting negotiated scopes of work, cost estimates and schedules for projects and services that have been adopted for the respective fiscal year. The amount for each work order shall not exceed the adopted budget for each project or professional service. The cumulative total for all work orders shall not exceed $250,000 annually for each consultant. A sample Work Order is included in Exhibit B of the Maintenance Services Agreement identified as Attachment 1.

OPTIONS:

The Council has the following available alternative options to staff’s recommendations:

1. Do not approve a three-year maintenance agreement with Yunex LLC. Doing so would delay critical traffic signal maintenance work that cannot be performed with internal staff.

ATTACHMENTS:

Attachment 1 - Yunex LLCMaintenance Agreement.pdf
639
$WWDFKPHQW
MAINTENACE 6(59,&(6
$*5((0(17
21&$//6(59,&(6%(7:((17+(&,7<2)6$17$3$8/$
$1'YUNEX LLC
640
65283.00001\41651499.2
- 1 - MAINTENANCE SERVICES AGREEMENT

CITY OF SANTA PAULA

MAINTENANCE SERVICES AGREEMENT
AND

YUNEX LLC

1. PARTIES AND DATE.

This Agreement is made and entered into this 18th day of October, 2023 by and between the City of Santa Paula, a municipal corporation organized under the laws of the State of California with its principal place of business at 970 Ventura Street, Santa Paula, CA 93060, County of Ventura, State of California (“City”) and Yunex LLC, a California Limited Liability Company with its principal place of business at 1026 E. Lacy Avenue, Anaheim, CA 92805 (“Contractor”). City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.

2. RECITALS.

2.1 Contractor.

Contractor desires to perform and assume responsibility for the provision of certain maintenance services required by the City on the terms and conditions set forth in this Agreement.

Contractor represents that it is experienced in providing traffic maintenance services to public clients, that it and its employees or subcontractors have all necessary licenses and permits to perform the Services in the State of California, and that is familiar with the plans of City.

2.2 Project.

City desires to engage Contractor to render such services for the On-Call Traffic Signal Repair Service Maintenance Services project (“Project”) as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Contractor
promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the maintenance services necessary for the Project (“Services”). The Services are more particularly described in Exhibit “A” attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. The Services shall be more particularly described in the individual Work Order issued by the City or its designee. No Services shall be performed unless authorized by a fully executed Work Order in the form attached hereto as Exhibit “B”. All Services shall be subject to, and performed in accordance with, this Agreement, each Work Order, 641
65283.00001\41651499.2
- 2 - MAINTENANCE SERVICES AGREEMENT
the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

3.1.2 Term. The term of this Agreement shall be
from July 1 ,2023 to June 30, 2026, unless earlier terminated as provided herein. The City shall have the unilateral option, at its sole discretion, to renew this Agreement automatically for no more than one additional one-year terms. Contractor shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Services.

3.2 Compensation.

3.2.1 Payment of Compensation. Contractor shall
submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Contractor. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon.

3.2.2 Deductions. City may deduct or withhold, as
applicable, from each progress payment an amount necessary to protect City from loss because of: (1) stop payment notices as allowed by state law; (2) unsatisfactory prosecution of the Services by Contractor; (3) sums representing expenses, losses, or damages as determined by the City, incurred by the City for which Contractor is liable under the Agreement; and (4) any other sums which the City is entitled to recover from Contractor under the terms of the Agreement or pursuant to state law, including Section 1727 of the California Labor Code. The failure by the City to deduct any of these sums from a progress payment shall not constitute a waiver of the City's right to such sums.

3.2.3 Reimbursement for Expenses. Contractor
shall not be reimbursed for any expenses unless authorized in writing by City.
642
65283.00001\41651499.2
- 3 - MAINTENANCE SERVICES AGREEMENT

3.2.4 Extra Work. At any time during the term of
this Agreement, City may request that Contractor perform Extra Work. As used herein, “Extra Work” means any work which is determined by 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. Contractor shall not perform, nor be compensated for, Extra Work without written authorization from City’s Representative.

3.3 Responsibilities of Contractor.

3.3.1 Control and Payment of Subordinates;
Independent Contractor. The Services shall be performed by Contractor or under its supervision. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Contractor on an independent contractor basis and not as an employee. Contractor retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor’s exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance.

3.3.2 Schedule of Services. Contractor shall
perform the Services expeditiously, within the term of this Agreement, and shall meet any other established schedules and deadlines set forth in each individual Work Order issued by the City (the “Schedule”). Contractor represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Contractor’s conformance with the Schedule, City shall respond to Contractor’s submittals in a timely manner. Upon request of City, Contractor shall provide a more detailed schedule of anticipated performance to meet the Schedule.

3.3.3 Conformance to Applicable Requirements.

All work prepared by Contractor shall be subject to the approval of City.

3.3.4 City’s Representative. The City hereby
designates Michael J. Hutchens, West Operations Manager, or his or her designee, to act as its representative for the performance of this Agreement (“City’s Representative”). City’s Representative shall have the power to act on behalf of the City for all purposes 643
65283.00001\41651499.2
- 4 - MAINTENANCE SERVICES AGREEMENT
under this Agreement except for increasing compensation.

Contractor shall not accept direction or orders from any person other than the City’s Representative or his or her designee.

3.3.5 Contractor’s Representative. Contractor
hereby designates Clete Saunier, Public Works Director, or his or her designee, to act as its representative for the performance of this Agreement (“Contractor’s Representative”). Contractor’s Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. The Contractor’s Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.3.6 Coordination of Services. Contractor agrees
to work closely with City staff in the performance of Services and shall be available to City’s staff, consultants and other staff at all reasonable times.

Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Services. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them.

Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Contractor shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Contractor’s failure to comply with the standard of care provided for herein. Any employee of the Contractor or its sub-contractors who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Contractor and shall not be re-employed to perform any of the Services or to work on the Project.

3.3.8 Period of Performance and Liquidated
Damages.
644
65283.00001\41651499.2
- 5 - MAINTENANCE SERVICES AGREEMENT

Notwithstanding the foregoing in this section, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.

3.3.9 Disputes. Should any dispute arise
respecting the true value of any work done, of any work omitted, or of any extra work which Contractor may be required to do, or respecting the size of any payment to Contractor during the performance of this Contract, Contractor shall continue to perform the Work while said dispute is decided by the City. If Contractor disputes the City’s decision, Contractor shall have such remedies as may be provided by law.

3.3.10 Laws and Regulations; Employee/Labor
Certifications.

3.3.10.1 Compliance with Laws. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any 645
65283.00001\41651499.2
- 6 - MAINTENANCE SERVICES AGREEMENT
manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If the Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Contractor shall be solely responsible for all costs arising therefrom. City is a public entity of the State of California subject to certain provisions of the Health & Safety Code, Government Code, Public Contract Code, and Labor Code of the State. It is stipulated and agreed that all provisions of the law applicable to the public contracts of a municipality are a part of this Agreement to the same extent as though set forth herein and will be complied with. These include but are not limited to the payment of prevailing wages, the stipulation that eight (8) hours’ labor shall constitute a legal day’s work and that no worker shall be permitted to work in excess of eight (8) hours during any one calendar day except as permitted by law. Contractor shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

3.3.10.7 Water Quality.
(A) To the extent applicable, Contractor’s Services must account for, and fully comply with, all local, state and federal laws, rules and regulations that may impact water quality compliance, including, without limitation, all applicable provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the California Porter-Cologne Water Quality Control Act (Cal Water Code §§ 13000-14950); laws, rules and regulations of the Environmental Protection Agency, the State Water Resources Control Board and the Colorado River Regional Water Quality Control Board; the City’s ordinances regulating discharges of storm water; and any and all regulations, policies, or permits issued pursuant to any such authority regulating the discharge of pollutants, as that term is used in the Porter-Cologne Water Quality Control Act, to any ground or surface water in the State. (B) Liability for Non-Compliance. Failure to comply with the laws, regulations and policies described in this Section is a violation of law that may subject Contractor or City to penalties, fines, or additional regulatory requirements. Contractor shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from and against any and all fines, penalties, claims or other regulatory requirements imposed as a result of Contractor’s non-compliance with the laws, regulations and policies described in this Section, unless such non-compliance is the result of the sole established negligence, willful misconduct or active negligence of the City, its officials, officers, agents, employees or authorized volunteers. (C) Training. In addition to any other standard of care requirements set forth in this Agreement, Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them without impacting water quality in violation of the laws, regulations and policies described in this Section. Contractor further warrants that it, its employees and subcontractors will receive adequate training, as determined by City, regarding the requirements of the laws, regulations and policies described in this Section as they may relate to the Services provided under this Agreement. Upon request, City will provide Contractor with a list of training programs that meet the requirements of this paragraph.
647
65283.00001\41651499.2
- 8 - MAINTENANCE SERVICES AGREEMENT

3.3.11 Insurance.

Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. The policy shall not contain any exclusion contrary to the Agreement, including but not limited to endorsements or provisions limiting coverage for (1) contractual liability (including but not limited to ISO CG 24 26 or 21 29); or (2) cross liability for claims or suits by one insured against another. (B) Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used including, but not limited to, form CG 2503, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation limits as required by the Labor Code of the State of California. Employer’s Liability limits of $1,000,000 per accident for bodily injury or disease. Defense costs shall be paid in addition to the limits.
(C) Notices; Cancellation or Reduction of Coverage. At least fifteen (15) days prior to the expiration of any such policy, evidence showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or materially reduced, Contractor shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, the City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by the City will be promptly reimbursed by Contractor or the City may withhold amounts sufficient to pay premium from Contractor payments. In the alternative, the City may suspend or terminate this Agreement. (D) Additional Insured. The City, its directors, officials, officers, employees, agents, and volunteers shall be named as additional insureds on Contractor’s and its 648
65283.00001\41651499.2
- 9 - MAINTENANCE SERVICES AGREEMENT
subcontractors’ policies of commercial general liability and automobile liability insurance using the endorsements and forms specified herein or exact equivalents.

Notwithstanding the minimum limits set forth in Section 3.3.11.2(B), any available insurance proceeds in excess of the specified minimum limits of coverage shall be available to the parties required to be named as additional insureds pursuant to this Section 3.3.11.3(B). (C) Workers’ Compensation and Employer’s Liability Coverage.

3.3.11.8 Verification of Coverage. Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.

3.3.12 Safety. Contractor shall execute and
maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal 650
65283.00001\41651499.2
- 11 - MAINTENANCE SERVICES AGREEMENT
laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.

3.3.13 Bonds.

3.3.13.4 Surety Qualifications. Only bonds executed by an admitted surety insurer, as defined in Code of Civil Procedure Section 995.120, shall be accepted. The surety must be a California-admitted surety with a current A.M. Best’s rating no less than A:VIII and satisfactory to the City. If a California-admitted surety insurer issuing bonds does not meet these requirements, the insurer will be considered qualified if it is in conformance with 651
65283.00001\41651499.2
- 12 - MAINTENANCE SERVICES AGREEMENT
Section 995.660 of the California Code of Civil Procedure, and proof of such is provided to the City.

3.3.14 Work Site.

3.3.15 Loss and Damage. Contractor shall be
responsible for all loss and damage which may arise out of the nature of the Services agreed to herein, or from the action of the elements, or from any unforeseen difficulties which may arise or be encountered in the prosecution of the Services until the same is fully completed and accepted by City.

Contractor shall act sooner as requested by the City in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair and replace any portions of the work (or work of other contractors) damaged by its defective Services or which becomes damaged in the course of repairing or replacing defective work. For any work so corrected, Contractor’s obligation hereunder to correct defective work shall be reinstated for an additional one year period, commencing with the date of acceptance of such corrected work. Contractor shall perform such tests as the City may require to verify that any corrective actions, including, without 652
65283.00001\41651499.2
- 13 - MAINTENANCE SERVICES AGREEMENT
limitation, redesign, repairs, and replacements comply with the requirements of the Contract. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of the Contractor. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the City, regardless of whether or not such warranties and guarantees have been transferred or assigned to the City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the City. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Contract, to the reasonable satisfaction of the City, the City shall have the right to correct and replace any defective or
non-conforming work and any work damaged by such work or the replacement or correction thereof at Contractor's sole expense.

Contractor shall be obligated to fully reimburse the City for any expenses incurred hereunder upon demand.

3.4 Labor Code Requirements.

Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Contractor’s principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and
debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly 653
65283.00001\41651499.2
- 14 - MAINTENANCE SERVICES AGREEMENT
to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4.

3.4.2 Registration/DIR Compliance. If the
Services are being performed as part of an applicable “public works” or “maintenance” project, and if the total compensation is $15,000 or more, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable.

3.4.3 Registration/DIR Compliance. This Project
may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the
Department of Industrial Relations against Contractor or any subcontractor that affect Contractor’s performance of Services, including any delay, shall be Contractor’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Contractor caused delay and shall not be compensable by the City. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor.

3.4.4 Labor Certification. By its signature
hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

3.5 Termination of Agreement.

Contractor may not terminate this Agreement except for cause. The rights and remedies of the City provided in this section shall not be 654
65283.00001\41651499.2
- 15 - MAINTENANCE SERVICES AGREEMENT
exclusive and are in addition to any other rights and remedies provided by law, equity or under this Agreement.

3.5.2 Effect of Termination. If this Agreement is
terminated as provided herein, City may require Contractor to provide all finished or unfinished Documents and Data and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request.

3.5.3 Additional Services. In the event this
Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

3.6 Indemnification.

3.6.1 Scope of Indemnity. To the fullest extent
permitted by law, Contractor shall defend, indemnify and hold the City, its officials, employees, agents and volunteers free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, regardless of whether the allegations are false, fraudulent, or groundless, to property or persons, including wrongful death, (collectively, “Claims”) in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Contractor’s Services, the Project or this Agreement, including without limitation the payment of all expert witness fees, attorneys’ fees and other related costs and expenses. Notwithstanding the foregoing, to the extent required by Civil Code section 2782, Contractor’s indemnity obligation shall not apply to such loss or damage which is caused by the sole or active negligence or willful misconduct of the City.

3.6.2 Additional Indemnity Obligations. Contractor
shall defend, with counsel of City’s choosing and at Contractor’s own cost, expense and risk, any and all Claims covered by this section that may be brought or instituted against City or its officials, employees, agents and volunteers. In addition, Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its officials, employees, agents and volunteers as part of any such claim, suit, action or other proceeding. Contractor shall also reimburse City for the cost of any settlement paid by City or its officials, employees, agents and volunteers as part of any such claim, suit, action or other proceeding. Such reimbursement shall include payment for City’s attorney’s fees and costs, including expert witness fees. Contractor 655
65283.00001\41651499.2
- 16 - MAINTENANCE SERVICES AGREEMENT
shall reimburse City and its officials, employees, agents and volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor’s obligation to indemnify shall survive expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by the City, its officials, employees, agents and volunteers.

3.7 General Provisions.

3.7.1 Accounting Records. Contractor shall
maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.

3.7.2 Independent Contractors and
Subcontracting.

3.7.3 Delivery of Notices. All notices permitted or
required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:

Contractor: Yunex LLC.
1026 E. Lacey Avenue
656
65283.00001\41651499.2
- 17 - MAINTENANCE SERVICES AGREEMENT
Anaheim, CA 92805
City:

3.7.4 Governing Law; Government Code Claim
Compliance. This Agreement shall be governed by the laws of the State of California. Venue shall be in Ventura County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Contractor must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Contractor. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Contractor shall be barred from bringing and maintaining a valid lawsuit against the City.

3.7.5 Attorneys’ Fees. If either Party commences
an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorneys’ fees and all other costs of such action.

3.7.6 Time of Essence. Time is of the essence for
each and every provision of this Agreement.

3.7.7 City’s Right to Employ Other Contractors.

City reserves right to employ other contractors in connection with this Project.

3.7.8 Successors and Assigns. This Agreement
shall be binding on the successors and assigns of the parties. 657
65283.00001\41651499.2
- 18 - MAINTENANCE SERVICES AGREEMENT

3.7.9 Assignment or Transfer. Contractor shall not
assign, hypothecate or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.

3.7.10 Construction; References; Captions. Since
the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Contractor include all personnel, employees, agents, and subcontractors of Contractor, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this Agreement.

3.7.11 Amendment; Modification. No supplement,
modification or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.7.12 Waiver. No waiver of any default shall
constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel or otherwise.

3.7.13 No Third Party Beneficiaries. Except to the
extent expressly provided for in Section 3.5.7, there are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.7.15 Prohibited Interests. Contractor maintains
and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or 658
65283.00001\41651499.2
- 19 - MAINTENANCE SERVICES AGREEMENT
making of this Agreement. Contractor further agrees to file, or shall cause its employees or subcontractors to file, a Statement of Economic Interest with the City’s Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

3.7.16 Cooperation; Further Acts. The Parties shall
fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

3.7.17 Authority to Enter Agreement. Contractor
has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

3.7.18 Counterparts. This Agreement may be
signed in counterparts, each of which shall constitute an original.

3.7.19 Entire Agreement. This Agreement contains
the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations,
understandings or agreements. This Agreement may only be modified by a writing signed by both parties.

3.8 Federal Provisions.

FEMA financial assistance will be used to fund all or a portion of this Agreement. The Contractor shall comply with all federal requirements including, but not limited to, the following: 2 C.F.R. Part 200 – Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, which is expressly incorporated herein by reference, and Federal Contract Provisions attached hereto as Exhibit “D” and incorporated herein by reference. Subcontracts, if any, shall contain a provision making them subject to all of the provisions stipulated in the Agreement, including but not limited to, 2 C.F.R. Part 200 and the Federal Contract Provisions. With respect to any conflict between such federal requirements and the terms of this contract and/or the provisions of state law and except as otherwise required under federal law or regulation, the more stringent requirement shall control.
[SIGNATURES NEXT PAGE]
659
65283.00001\41651499.2
- 20 - MAINTENANCE SERVICES AGREEMENT

SIGNATURE PAGE FOR MAINTENANCE SERVICES AGREEMENT

BETWEEN THE CITY OF SANTA PAULA

AND YUNEX LLC
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

CITY OF SANTA PAULA YUNEX LLC
[If Corporation, TWO SIGNATURES,
President OR Vice President AND
Secretary OR Treasurer REQUIRED]
By:

Its:

Printed Name:

By:

Its:

Printed Name:
____________________________________
Contractor’s License Number and
Classification
____________________________________
DIR Registration Number
Approved By:

Dan Singer,
City Manager
Approved as to Form:
_____________________________________
Monica Castillo,
Interim City Attorney
Attested By:

Julie Latshaw,
City Clerk
660
65283.00001\41651499.2
Exhibit A-1 MAINTENANCE SERVICES AGREEMENT
EXHIBIT “A”

SCOPE OF SERVICES
[Due to page volume, this is intentionally omitted. A copy of the entire agreement is available at the City Clerk's office]
661
65283.00001\41651499.2
Exhibit B-1 MAINTENANCE SERVICES AGREEMENT
EXHIBIT “B”

Contractor Name:

Vendor Number:

Contract Number:

Account Number: XXX-X-XXXX-XXX
Date Prepared:

Description of Services to be performed by Contractor under this Work Order:

The city of Santa Paula authorizes the Contractor (__________________) to ___________________________ . Please see attached proposal dated ________________ (exhibit A) Time for Completion:

The Contractor shall complete on _________________.

Cost Estimate:

CONSULTANT/CONTRACTOR
Contractor Date Date
Recommended/Approved By:

Clete Saunier, Date Dan Singer
Public Works Director City Manager
Christy Ramirez,
Finance Director
Date
662
65283.00001\41651499.2
Exhibit B-2 MAINTENANCE SERVICES AGREEMENT
663
65283.00001\41651499.2
Exhibit C-1 MAINTENANCE SERVICES AGREEMENT
EXHIBIT “C”

COMPENSATION
664
City of Santa Paula
On-Call Traffic Signal Repair Services
Rate Schedule
Labor Rates
Item Description Unit Regular Overtime Premium
Foreman Hourly $140.00 $182.00 $225.00
Journeyman Hourly $130.00 $169.00 $207.00
Trans. System Tech Hourly $116.00 $147.00 $178.00
Laborer Hourly $111.00 $160.00 $160.00
¾ Regular Hours: Monday through Friday (excluding holidays) from 7:30am to 4:00pm. ¾ Overtime Hours: Monday through Friday after these work hours for the first four straight hours on any job as well as Saturday for the initial 8 working hours.
¾ Premium Hours: Monday through Friday after four hours of OT on any one job, Saturdays after 8 hours on any one job, all day Sunday starting at 12:00am until Monday at 7:30am and all holidays starting at 12:00am until the next morning at 7:30am.

Equipment Rates
Item Description Unit Unit Price
Pickup Truck Hourly $29.00
Dump Truck Hourly $32.00
Bucket Truck Hourly $32.00
Service Truck Hourly $32.00
Crane Truck Hourly $65.00
Air Compressor with Tools Hourly $5.00
Concrete Saw Hourly $5.00
Arrow Board Hourly $5.00
Material Markup
Item Description Unit %
Material Markup % 15%
Subcontractor Work Markup
Item Description Unit %
Subcontractor Work Markup % 10%
665
65283.00001\41651499.2
Exhibit C-2 MAINTENANCE SERVICES AGREEMENT

PERFORMANCE BOND
KNOW ALL PERSONS BY THESE PRESENTS:

Whenever Contractor shall be, and is declared by the City to be, in default under the Contract Documents, the Surety shall remedy the default pursuant to the Contract Documents, or shall promptly, at the City’s option:
666
65283.00001\41651499.2
Exhibit C-3 MAINTENANCE SERVICES AGREEMENT
(1) Take over and complete the Project in accordance with all terms and conditions in the Contract Documents; or
(2) Obtain a bid or bids for completing the Project in accordance with all terms and conditions in the Contract Documents and upon determination by Surety of the lowest responsive and responsible bidder, arrange for a Contract between such bidder, the Surety and the City, and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term “balance of the contract price” as used in this paragraph shall mean the total amount payable to Contractor by the City under the Contract and any modification thereto, less any amount previously paid by the City to the Contractor and any other set offs pursuant to the Contract Documents.
(3) Permit the City to complete the Project in any manner consistent with local, California and federal law and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term “balance of the contract price” as used in this paragraph shall mean the total amount payable to Contractor by the City under the Contract and any modification thereto, less any amount previously paid by the City to the Contractor and any other set offs pursuant to the Contract Documents.

Surety expressly agrees that the City may reject any contractor or subcontractor which may be proposed by Surety in fulfillment of its obligations in the event of default by the Contractor.

IN WITNESS WHEREOF, we have hereunto set our hands and seals this _______ day of ______________, 20__).
(Corporate Seal)
Contractor/ Principal
By
Title
667
65283.00001\41651499.2
Exhibit C-4 MAINTENANCE SERVICES AGREEMENT
(Corporate Seal)
Surety
By
Attorney-in-Fact
Signatures of those signing for the Contractor and Surety must be notarized and evidence of corporate authority attached.
(Attach Attorney-in-Fact Certificate) Title
The rate of premium on this bond is ____________ per thousand. The total amount of premium charges, $_______________________________.
(The above must be filled in by corporate attorney.)

THIS IS A REQUIRED FORM
Any claims under this bond may be addressed to:
(Name and Address of Surety)

(Name and Address of Agent or
Representative for service of
process in California, if different
from above)
(Telephone number of Surety
and Agent or Representative for
service of process in California)
NOTE: A copy of the Power-of-Attorney authorizing the person signing on behalf of the Surety to do so must be attached hereto.

668
65283.00001\41651499.2
Exhibit C-5 MAINTENANCE SERVICES AGREEMENT
Notary Acknowledgment
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or validity of that document.

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

WITNESS my hand and official seal.

Signature of Notary Public

Signer is representing:

Name Of Person(s) Or Entity(ies)
Signer(s) Other Than Named Above
669
65283.00001\41651499.2
Exhibit C-6 MAINTENANCE SERVICES AGREEMENT

This bond shall inure to the benefit of any of the persons named in Section 9100 of the Civil Code so as to give a right of action to such persons or their assigns in any suit brought upon this bond.

It is further stipulated and agreed that the Surety on this bond shall not be exonerated or released from the obligation of this bond by any change, extension of time for performance, addition, alteration or modification in, to, or of any contract, plans, specifications, or agreement pertaining or relating to any scheme or work of improvement herein above described, or pertaining or relating to the furnishing of labor, materials, or equipment therefore, nor by any change or modification of any terms of payment or extension of the time for any payment pertaining or relating to any scheme or work of improvement herein above described, nor by any rescission or 670
65283.00001\41651499.2
Exhibit C-7 MAINTENANCE SERVICES AGREEMENT
attempted rescission of the contract, agreement or bond, nor by any conditions precedent or subsequent in the bond attempting to limit the right of recovery of claimants otherwise entitled to recover under any such contract or agreement or under the bond, nor by any fraud practiced by any person other than the claimant seeking to recover on the bond and that this bond be construed most strongly against the Surety and in favor of all persons for whose benefit such bond is given, and under no circumstances shall Surety be released from liability to those for whose benefit such bond has been given, by reason of any breach of contract between the owner or City and original contractor or on the part of any obligee named in such bond, but the sole conditions of recovery shall be that claimant is a person described in Section 9100 of the Civil Code, and has not been paid the full amount of his claim and that Surety does hereby waive notice of any such change, extension of time, addition, alteration or modification herein mentioned and the provisions of sections 2819 and 2845 of the California Civil Code.

NOTE: A copy of the Power-of-Attorney authorizing the person signing on behalf of the Surety to do so must be attached hereto.
671
65283.00001\41651499.2
Exhibit C-8 MAINTENANCE SERVICES AGREEMENT
Notary Acknowledgment
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or validity of that document.

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

WITNESS my hand and official seal.

Signature of Notary Public

Signer is representing:

Name Of Person(s) Or Entity(ies)
Signer(s) Other Than Named Above
672
65283.00001\41651499.2
Exhibit D-1 MAINTENANCE SERVICES AGREEMENT
EXHIBIT “D”

2. REQUIRED CONTRACT PROVISIONS IN ACCORDANCE WITH APPENDIX II TO PART 200 – CONTRACT PROVISIONS FOR NON-FEDERAL ENTITY CONTRACTS UNDER FEDERAL AWARDS (2 C.F.R. § 200.326)

2.1.3 The Contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has 673
65283.00001\41651499.2
Exhibit D-2 MAINTENANCE SERVICES AGREEMENT
inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the Contractor's legal duty to furnish information.

2.1.5 The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.

The applicant further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work: Provided, That if the applicant so participating is a State or local government, the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the contract. 674
65283.00001\41651499.2
Exhibit D-3 MAINTENANCE SERVICES AGREEMENT
The applicant agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the discharge of the agency's primary responsibility for securing compliance.

2.2 Appendix II to Part 200 (G) – Clean Air Act and Federal Water Pollution Control Act: If this contract is in excess of $150,000, Contractor shall comply with the following:

2.3 Appendix II to Part 200 (H) – Debarment and Suspension. This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such Contractor is required to verify that none of the Contractor, its principals (defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). Contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. This certification is a material representation of fact relied upon by City. If it is later determined that Contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the City, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. Contractor warrants that it is not debarred, suspended, or 675
65283.00001\41651499.2
Exhibit D-4 MAINTENANCE SERVICES AGREEMENT
otherwise excluded from or ineligible for participation in any federal programs. Contractor also agrees to verify that all subcontractors performing work under this contract are not debarred, disqualified, or otherwise prohibited from participation in accordance with the requirements above.

Contractor further agrees to notify the City in writing immediately if Contractor or its subcontractors are not in compliance during the term of this contract.

3. MISCELLANEOUS PROVISIONS

3.1 The Contractor shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA preapproval.

3.3 Contractor acknowledges that 31 U.S.C. Chapter 38 (Administrative Remedies for False Claims and Statements) applies to the Contractor’s actions pertaining to this contract.

3.5 General and administrative expenses shall be negotiated and must conform to the Cost Principles in 2 C.F.R. Part 200. Profit shall be negotiated as a separate element of the cost.

To establish a fair and reasonable profit, consideration must be given to the complexity of the work to be performed, the risk borne by the Contractor, the Contractor's investment, the amount of subcontracting, the quality of its record of past performance, and industry profit rates in the surrounding geographical area for similar work. Any agreement, amendment or change order for work performed on a time and materials basis shall include a ceiling price that Contractor exceeds 676
65283.00001\41651499.2
Exhibit D-5 MAINTENANCE SERVICES AGREEMENT
at its own risk.
677
To: Honorable Mayor and Members of the City Council
From: Monica Castillo, Interim City Attorney
Subject: UNION OIL BUILDING TRANSFER AGREEMENT
Date: October 18, 2023
Agenda Item: 11.A

CITY OF SANTA PAULA

MEMORANDUM
RECOMMENDATION:

Adopt Resolution No. 7488 to:

1. Authorize the City Manager to execute the proposed Transfer Agreement to acquire the Union Oil Building property, and all documents necessary to carry out the Transfer Agreement; and

2. Authorize acceptance of the property pursuant to Government Code Section 27281.

Presented by: Monica Castillo, Interim City Attorney
BACKGROUND:

Since July 1, 1993, the City of Santa Paula (City) has leased the Union Oil Building property located at 1001, 1003, and 1033 East Main Street from Chevron (“Property”), through its affiliate Union Oil Company of California. The lease permitted the City to use the Property to operate the California Oil Museum.

On November 16, 2022, in a move that was both unprecedented and unexpected, Chevron offered to donate the Property to the City, including the main building, the rig building, and the parking lot. Chevron also agreed to give the City a $2-million grant to pay for the costs of deferred maintenance and, for a nominal price, memorabilia kept at the Property.

Since last November, City staff has been working with an ad-hoc committee of the Council consisting of the Mayor and Vice Mayor, and with current tenants and stakeholders in identifying potential uses of the buildings once the acquisition process is complete. A series of public workshops giving input on the future of the buildings and their potential uses have also been concluded. It is anticipated, as a next step in the process, that a Request for Proposals will be established and publicized to garner proposals for the potential use of this historic property.

At this time, to formalize the terms of the donation, Chevron and City have agreed to enter a Transfer Agreement. Tonight, staff is recommending that Council approve the Transfer Agreement by adopting Resolution No. 7488 (Attachment A).

ANALYSIS:

Once the purchase is completed and the City owns the Property, all obligations to Chevron 678
under the City’s lease agreement will be cancelled. The Transfer Agreement contains the following material terms:

1. The City will pay $1 for the Property and $10 for memorabilia and other personal property.

2. Transfer of the Property will be completed no later than December 31, 2023.

3. Once the agreement is signed, the City will have 45 days to complete inspections and other due diligence on the Property. These efforts have already begun.

4. After the 45-day due diligence ends, the City may not terminate the agreement based on Property conditions and the Property, upon closing, will be accepted “AS IS, WHERE IS” with all faults.

5. Before closing, a non-defaulting party may terminate the agreement for the other party’s default and will be entitled to up to $20,000 for actual costs incurred in the transaction.

6. After the Property is transferred to the City, the City agrees to release Chevron of all known or unknown environmental claims and certain other claims, and will indemnify and defend Chevron from such claims. These are referred to as the “release and indemnity provisions.”

7. If City sells the Property, the next owner must also agree to the release and indemnity provisions with respect to Chevron. Chevron will have no obligation to release the City from these provisions if sold to a new owner, but will release City from the indemnity provisions in its reasonable discretion.

8. To receive the $2-million grant (“Grant”), before closing the City must prepare a Deferred Maintenance Plan (DMP) describing good faith estimates of the costs of repairs with a report on the condition of each building and its systems. The DMP and report are largely complete.

9. The Grant must be used for work and repairs described in the DMP. Any unused portion following the first 24 months after closing will be placed in an endowment fund for building maintenance, repair, and improvements.

STRATEGIC PLAN:

This item furthers the City's 2023-2025 Strategic Plan in that it will allow the City to preserve a historic resource, attract tourism, and promote the City’s standing as a regional leader of the arts, culture, and entertainment reflective of the City’s values and history.

FISCAL IMPACTS:

The Council previously approved $30,000 in account 100-5-9380-290 for consultant fees and other costs related to this transaction, including the City's due diligence review. These expenses are offset by the value of the Property and the $2-million grant the City will receive.

OPTIONS:

In addition to the recommended action, the City Council may:

1. Direct staff to modify or add material terms and continue negotiating the Transfer Agreement.

2. Provide other direction as desirable.

ATTACHMENTS:

Attachment A - Reso 7488 authorizing Union Oil Transfer Agmt (10.18.23 CC)-c1.pdf Attachment B - Union Oil Transfer Agreement.pdf
679
65283.00302\41715472.1
ATTACHMENT A:

Resolution No. 7488
Union Oil Transfer Agreement
680
65283.00302\41715472.1
RESOLUTION NO. 7488

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA PAULA

AUTHORIZING EXECUTION OF THE UNION OIL TRANSFER AGREEMENT AND ACCEPTANCE OF REAL PROPERTY LOCATED AT 1001, 1003, AND 1033 EAST

MAIN STREET
The City Council of the City of Santa Paula does resolve as follows:

SECTION 1: Findings. The City Council finds and declares as follows:

A. Chevron, through its affiliate Union Oil Company of California, has offered to transfer real property located at 1001, 1003, and 1033 East Main Street and its improvements (“Property”) to the City for one dollar ($1).

B. Chevron has also offered to sell memorabilia and other personal property to the City for $10.00 and to provide a grant of $2 million for deferred maintenance of the buildings located on the Property. One of the buildings houses the California Oil Museum.

C. The City Council now desires to enter a Transfer Agreement to formalize acquisition of the Property and other terms of Chevron’s offer.

D. Acquisition of the Property and its possible beneficial uses for the community is in conformity with the City’s General Plan and 2023-2025 City Council Strategic Goals in that it will allow the City to preserve a historic resource, attract tourism, and promote the City’s standing as regional leader of the arts, culture, and entertainment reflective of the City’s value and history.

SECTION 2: Authorization. Pursuant to Government Code Section 27281, the City Manager is authorized to accept the Property and to take all steps needed to acquire the Property including, without limitation, executing the Transfer Agreement, substantively in the form presented to City Council at its October 18, 2023 Regular Meeting, and any other documents required for acquiring the Property on the City’s behalf.

SECTION 3: Environmental Assessment. Purchase of the Property is not a “project” for purposes of the California Environmental Quality Act (CEQA), as the purchase of land without a commitment to a change in use will not directly or indirectly result in physical changes to the environment.

SECTION 4: Certification. The City Clerk shall attest and certify to the passage and adoption of this Resolution and it should become effective immediately upon its approval. 681
65283.00302\41715472.1
PASSED, APPROVED, AND ADOPTED by the City Council of the City of Santa Paula this 18th day of October 2023
____________________________
Andy Sobel, Mayor
Attest:
____________________________
Julie Latshaw, CMC, City Clerk
Approved as to form:
______________________________
Monica Castillo, Interim City Attorney
Approved as to content:
_____________________________
Dan Singer, City Manager

682
65283.00302\41715472.1

STATE OF CALIFORNIA COUNTY OF VENTURA CITY OF SANTA PAULA I, Julie Latshaw, CITY CLERK of the City of Santa Paula do hereby certify that the foregoing Resolution was adopted at a regular meeting of the City Council of the City of Santa Paula held on the 18th day of October 2023 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Santa Paula, California this 18th day of October 2023

__________________________
Julie Latshaw, CMC, City Clerk
683
684
685
686
687
688
689
690
691
692
693
694
695
696
697
698
699
700
701
702
703
704
705
706
707
708
709
710
711
712
713
714
715
716
717
718
719
720
721
722
723
724
725
726
727
728
729
730
731
732
733
734
To: Honorable Mayor and Members of the City Council
From: Monica Castillo, Interim City Attorney
Subject: FLAG DISPLAY POLICY
Date: October 18, 2023
Agenda Item: 11.B

CITY OF SANTA PAULA

MEMORANDUM
RECOMMENDATION:

Staff recommends that the City Council discuss amending the Flag Display Policy and, if amendments are requested, direct staff to return with an adopting resolution at a future meeting.

Presented by: Monica Castillo, Interim City Attorney
BACKGROUND:

The City Council adopted a Flag Display Policy ("Policy") on January 19, 2022. The Policy declares City-owned and -maintained flagpoles are non-public forums for the display of Federal, State, POW/MIA, and City of Santa Paula flags. No commemorative flags are permitted.

For City flagpoles and properties such as parks, the United States, California, and/or City of Santa Paula flags may be displayed indoors or outdoors. In addition, the nationally and congressionally recognized prisoner-of-war/missing-in-action ("POW/MIA") flag may be displayed at Veteran's Memorial Park.

On June 7, 2023 at a regular City Council meeting, Councilmember Pedro Chavez requested Council review the City's adopted Flag Policy. Mayor Sobel seconded the request for purposes of discussion. Councilmember Chavez is asked Council to consider amending the Policy to allow for the display of the Pride Progress Flag during Pride month. Pride month takes place every June.

This evening, Council is asked to discuss the proposed amendments (Attachment A) and whether to direct staff to prepare an amended Policy.

ANALYSIS:

Council first expressed interest in establishing a Flag Display Policy at an October 6, 2021 City Council meeting. To arrive at its current Policy, Council reviewed policies in other jurisdictions and was advised on First Amendment law and government speech doctrine. Prior staff reports describing these policies and area of law are attached (Attachments C & B) and 735
may prove helpful in understanding the context of the law and the opportunities afforded the City in determining its policy.

STRATEGIC PLAN:

While this item is not contained as an objective in the City's Strategic Plan, the creation of policies such as this help to establish norms and practices for the orderly conduct of City business.

FISCAL IMPACTS:

There are no fiscal or personnel impacts associated with this item.

OPTIONS:

In addition to the recommended action, the City Council may also:

1. Request that staff conduct further review of the Flag Display Policy.

2. Recommend additional amendments to the Policy.

3. Decline to move forward with this item.

ATTACHMENTS:

Attachment A - Amendments to Santa Paula Flag Display Policy Attachment B - Dec 15 2021 Staff Report
Attachment C - Jan 19 2022 Staff Report
736
Santa Paula Flag Display Policy
The Santa Paula City Council (“City Council”) desires to establish a amend its “Flag Display Policy (“Policy”). In By adopting this Policy, the City Council declares that the City of Santa Paula’s flagpoles are not intended to serve as a forum for free expression of the public, but rather for the display of Federal, State, POW/MIA, and City of Santa Paula flags, consistent with applicable law and past practice. However, the City of Santa Paula declares alignment with the State of California and the County of Ventura by recognizing the Pride Progress Flag each June.

I. Purpose
A. The purpose of this Policy is to establish clear guidance from the City Council regarding the indoor and outdoor display of flags at City of Santa Paula (“City”) owned properties.

B. In adopting this Policy, the City Council desires to memorialize the past practice of displaying only nationally and congressionally recognized flags, and those consistent with required law and/or through action or precedent by our state and county government.

C. In adopting this Policy, the City Council declares that flagpoles owned or maintained by the City are not intended to serve as a forum for free expression by the public.

Rather, such flagpoles are a non-public forum for the display of Federal, State, POW/MIA, and City of Santa Paula flags, and Pride Progress Flag each June as authorized by this Policy.

D. The City will not display a commemorativeany other flag on any City flagpole unless this policy is amended in the future through majority vote of the City Council. Section II(C) states the designated flags authorized for display on city flagpoles.

II. Policy
A. Conformance with Federal and State Law. The Flag of the United States, the Flag of the State, and other flags shall be displayed in accordance with all Federal and State statutes and regulations, including, but not limited to United States Code, Title 4, Chapter 1, sections 1 et seq. and California Government Code Title 1, Division 2, Chapter 3, sections 430 et seq., as may be amended from time to time, and this Policy.

B. City-Owned Properties (including Parks). If there is an outside flagpole, the Flag of the United States and Flag of the State may be displayed, as described in section II(A) above. The City of Santa Paula Flag and the Pride Progress Flag may also be displayed from such flagpole. If flags are displayed indoors, those flags are limited to the Flag of the United States, the Flag of the State, and City of Santa Paula Flag.

C. Commemorative flags may not be displayed. The City will not only display a commemorative flag the following flags on any City flagpole year-long. United States, State of California, POW/MIA with the exception of the Pride Progress flag which will only be displayed each June. If such City owned property is leased or licensed to a third party, that third party shall not be bound by this Policy, but must comply with any Federal, State, or local laws related to display of flags. 737
D. POW-MIA Flag. In addition, Veteran’s Memorial Park may allow the display of the nationally and congressionally recognized prisoner-of-war/missing-in-action (“POWMIA”) Flag. (See 36 U.S.C. § 902, Federal Public Law §116-67, Federal Public Law §94-344.)
III. Procedures
A. Consistent with section II(A), no other flag shall be placed above the Flag of the United States and no other flag shall be larger than the Flag of the United States.

B. Flags should be hoisted briskly and lowered ceremoniously. The United States Flag should be hoisted first and lowered last.

C. Flags shall be displayed during operating hours on all days on which the City is open for business, and on national and state holidays. Flags may be displayed twenty-four (24) hours a day as long as they are illuminated during darkness.

D. Flags shall not be displayed during inclement weather, unless all- weather flags are used and are illuminated during darkness.

E. When flags are displayed on a single pole, the order from top to bottom shall be: the Flag of the United States, the Flag of the State, if displayed, the City of Santa Paula Flag, and, if displayed, the POW/MIA Flag, and, if displayed Pride Progress Flag only in the month of June.

F. When the flags are displayed from adjacent flag poles, the Flag of the United States shall be displayed at the highest point of honor. The Flag of the State shall be placed in the second position of honor.
738
To: Honorable Mayor and Members of the City Council
From: John Cotti,
Subject: FLAG DISPLAY POLICY
Date: December 15, 2021
Agenda Item: 10.D

CITY OF SANTA PAULA

MEMORANDUM
RECOMMENDATION:

Staff recommends that the City Council:

1. Review staff report, review sample Flag Display Policies, and provide direction to staff to prepare a Flag Display Policy for City Council consideration and approval at a future meeting.

BACKGROUND:

California Government Code sections 430 through 439 govern the display of flags at state, county, and municipal government buildings. The Government Code requires that the United States Flag and the California Flag be displayed at government buildings, with the United States Flag at highest honors. The Government Code does not provide any language regarding displaying any other flags at government buildings. The Santa Paula Municipal Code is also silent regarding the display of flags upon City property and the City Council has not adopted any policy regarding the display of flags on City owned flag poles.

The City currently displays the United States Flag, the California Flag, the City Flag, and POW-MIA Flag at Veterans Park. On occasion, other flags have been displayed there, such as the Pride Flag during Pride Month this past June.

At the October 6, 2021 City Council Meeting, Councilmembers expressed an interest in reviewing Flag Display Policies in other jurisdictions with the intent to consider such a policy for the City. A Flag Display Policy would provide the City with a tool for determining which flags are flown on the flagpoles at City facilities, including at Veterans Park.

This staff report provides an overview of the First Amendment and government speech doctrine as they relate to flag displays by the government, background information on flag policies in the cities of San Jose, Gilroy, Windsor, Arroyo Grande, and Artesia, and includes the policies themselves as attachments to this report.

ANALYSIS:

I. Introduction
7391
When a flag is flown in a city, there may be First Amendment as well as “government speech doctrine” implications. This staff report explains the difference between First Amendmentprotected private speech and government speech. By adopting a Flag Display Policy, the City can maintain discretion over the flags flown as its own “government speech” which falls outside of the First Amendment. A Flag Display Policy should clearly state that flag poles are not intended to serve as a public forum for free expression by the public and that the city council maintains approval authority over which flags are flown.

II. The Government Speech Doctrine
The First Amendment restricts government regulation of private speech in places like public parks, public streets, and public sidewalks, those restrictions do not apply to government speech. (See Pleasant Grove City v. Summum (2009) 555 U.S. 460, 467.) The government speech doctrine is straightforward: if the speech is the government’s, then the Free Speech Clause does not apply. The government may not censor viewpoints it does not like, but the government’s own speech is exempt from First Amendment scrutiny.

Two fairly recent Supreme Court cases—Pleasant Grove City v. Summum (2009) and Walker v. Texas Division, Sons of Confederate Veterans, Inc. (2015) —have explained the government speech doctrine. In Summum, a small religious group offered to donate a Summum religious monument to a public park that hosted several previously donated monuments, including one of the Ten Commandments. When the town refused, the group accused it of unconstitutional viewpoint discrimination. The Supreme Court held that monuments in a public park constitute government speech, and therefore the town could welcome a Ten Commandments monument while refusing Summum’s Seven Aphorisms monument.

In Walker, Texas found itself accused of unconstitutional viewpoint discrimination because, despite offering drivers dozens of specialty license plates, it had refused to make one bearing the confederate flag for the Sons of Confederate Veterans group. Again, the Supreme Court found the contested speech to be government speech. As a result, Texas was free to reject the Sons of Confederate Veterans license plate while allowing other plate designs. The Court said, “[w]hen government speaks, it is not barred by the Free Speech Clause from determining the content of what it says.”
A. Flags as Government Speech
It is well-established that “governments have used flags throughout history to communicate messages and ideas.” (Griffin v. Sec’y of Veterans Affs. (Fed. Cir. 2002)) (“We have no doubt that the government engages in speech when it flies its own flags over a national cemetery, and that its choice of which flags to fly may favor one viewpoint over another.”).

In a recent case out of the First Circuit, the court upheld the City of Boston’s denial of a Christian group’s request to fly its flag in front of City Hall. (Shurtleff v. City of Boston, 986 F.3d 78 (1st Cir. Jan. 22, 2021).) Boston owns and manages three flagpoles in an area in front of City Hall. Boston flies the United States and the POW/MIA flag on one flagpole, the Commonwealth of Massachusetts flag on another flagpole, and its own flag on a third flagpole.

Third parties may request to fly their flag instead of the city’s flag in connection with an event taking place within the immediate area of the flagpoles. A Christian group, Camp Constitution, sought “to enhance understanding of the country's Judeo-Christian moral heritage” and asked 7402
the city twice to fly its Christian flag while it held an event near the flag. Boston refused its request to avoid government establishment of religion. The court held that flying a third-party flag on a City Hall flagpole is government speech. As the court pointed out: “Even though the First Amendment restricts government regulation of private speech in government-designated public forums, such restrictions do not apply to government speech.” Camp Constitution appealed and Supreme Court will hear arguments on January 18, 2022.

Camp Constitution argues that the First Circuit should have applied First Amendment forum analysis, not the government speech doctrine, to determine whether it has a First Amendment right to fly its flag. It is important to note that Camp Constitution argues that Boston’s policy expressly designated the flagpole as a public forum open to all applicants with hundreds of approvals and no denials.

III. Flag Display Policies in Other Jurisdictions
Many cities have adopted Flag Display Policies to set the standards and procedures for the display of flags at city facilities. Such policies provide clear direction to staff, the Council, and the public about which, if any, flags can be displayed other than the United States flag and the State flag, and provide a process for addressing such requests. Most policies outline that city flag poles are not intended to serve as a forum for free expression by the public and that city flag poles are for exclusive use by the city. Such policies also generally prohibit requests from members of the public regarding the display of other commemorative flags. Some cities allow for the display of commemorative flags only when requested by a councilmember and approved by the majority of the council at a regular meeting of the council.

Some cities adopt policies regarding displaying flags as a method to protect cities from potential litigation regarding city council decisions to display, or not display, other commemorative flags. Staff and the City Attorney’s Office recommend developing a policy that makes its clear how to process requests to display other commemorative flags.

San Jose
The City of San Jose’s flag display policy has three categories of guidelines for federal, state, and city flags; street flags; and ceremonial flags. The first category establishes the order of precedence for official government flags, holidays on which those flags should be flown, and a half-staff policy. Street flags, defined as flags flown on a wire over a city street that sponsor an event, must be approved by the City Council and funded by the City or the group sponsoring the event, depending on the Council’s decision.

Lastly, the policy describes ceremonial flags. It states that the City’s flagpoles are not intended to serve as a forum for free expression by the public, and describes which flags may be displayed for ceremonial purposes: flags of governments recognized by the United States, flags of sister cities, flags of professional sports teams in commemoration of significant achievements, and flags displayed in conjunction with official ceremonial items, such as proclamations by the City Council.

Gilroy
The City of Gilroy’s policy also states that flag poles are not intended to serve as a forum for free expression by the public. United States, California, City of Gilroy, and sister city flags may be flown without issue at city facilities. Commemorative Flags, however, must be authorized 7413
by the City Council as an expression of the City’s official sentiments.

The policy defines Commemorative Flags as flags that identify with a specific historical date or event, cause, or nation or group of people. Commemorative Flags can only be displayed upon City Council direction and must be consistent with the City’s vision, mission, and priorities. The City must hold a ceremony for every approved Commemorative Flag. The Council may, by resolution, indicate how long to display the flag, but it can be no longer than 30 continuous days, and only one commemorative flag can be displayed in any given period.

Windsor
The Town of Windsor’s policy establishes guidelines for the display of the United States flag, the POW-MIA flag, the California flag, the Town flag, and commemorative flags. The first half of the policy describes the order in which flags should be displayed, with the United States flag taking precedence.

The policy then moves onto commemorative flags, which are defined as all flags that are not government or POW-MIA flags. It clarifies that flagpoles are not intended to serve as a forum for free expression of the public. The Town Council will only consider requests for commemorative flags if the request is made by a Councilmember. Commemorative flags must then be authorized by the Town Council as an expression of official sentiments. They shall only be displayed at certain city facilities, for 31 days or less according to the Council, and in the last position of honor.

Arroyo Grande
The City of Arroyo Grande’s proposed flag display policy clarifies guidelines regarding the outdoor display of the United States flag, the California flag, the City flag, and commemorative flags. Government flags are flown in accordance with Federal and State regulations and statutes.

Commemorative flags are defined as flags that identify with a specific historical event, cause, and nation or group of people that the City Council chooses to honor. They represent an official expression by the City, and they can only be displayed at City Hall and a nearby park.

Requests to display a flag can only be made by a Councilmember, and another Councilmember must agree to place the discussion to authorize the display on the agenda for a City Council meeting. A majority of Councilmembers must agree to display the flag, and it must be displayed for no longer than 30 consecutive days. The following flags are not allowed as commemorative flags and will not be considered by the City Council: flags of a particular religious movement or creed, flags of a political party, and flags advocating a certain outcome in an election.

Artesia
The City of Artesia prioritizes the display of the United States, California, and city flags. It clarifies that commemorative flags are an expression of the City’s official sentiments, and city flagpoles are not intended to serve as a forum for free expression by the public. The City will only consider requests for display of a commemorative flag by a Councilmember.

The policy defines commemorative flags as flags that help raise awareness to a specific historical event or cause. The City Council should determine whether the cause supports the 7424
City’s overall mission. Flags promoting religion or religious groups, political parties, or electoral candidates should not be considered. A Councilmember must make the initial request at a City Council meeting, and another Councilmember must second the request. Then, the item will be placed on the next regular City Council agenda for discussion and decision. City Council will vote on the request, and the item must receive a majority vote for approval of display.

Next Steps
At the Council’s request, City staff will bring back a Flag Display Policy for the Council’s review and adoption, based on Council's consensus on the content and depth of such a policy.

STRATEGIC PLAN:

FISCAL IMPACTS:

There are no fiscal or personnel impacts associated with this item.

OPTIONS:

In addition to the recommended action, the City Council can also:

1. Request that staff conduct further review of Flag Display Policies.

2. Decline to move forward with this item. The Council is under no obligation to establish a Flag Display Policy or could simply adopt a policy statement that no flags shall be flown on public property other than the US, State and City flags, save the POW-MIA flag located at Veteran's Park.

ATTACHMENTS:

Flag - San Jose Flag Policy-c1.pdf
Flag - Gilroy Flag Policy-c1.pdf
Flag - Windsor Flag Policy-c1.pdf
Flag - Arroyo Grande Flag Policy-c1.pdf
Flag - Artesia Flag Policy-c1.pdf
7435
City of San José, California

COUNCIL POLICY
TITLE

EXHIBITION OF FEDERAL, STATE, AND CITY
FLAGS FROM CITY BUILDINGS – ALL

OCCASIONS
PAGE

1 of 3

POLICY NUMBER
2-1
EFFECTIVE DATE April 27, 1970 REVISED DATE October 17, 2006 APPROVED BY COUNCIL ACTION 4-27-70; 8-3-82, Item 11 k; 9-28-82, Item 12 a; 4-2-85, Item 7 e; 10-17-2006, Item 3.7a; 11-14-2006; Item 3.5c, Res. 73490

PURPOSE
To establish guidelines for: (1) the exhibition of the flag of the United States of America, the California State flag, the San Jose City flag from City buildings and the New City Hall flag at City Hall, and (2) the display of street flags for parades and holidays, and (3) the display of ceremonial flags.

POLICY
It is the policy of the City of San José that flags should be displayed in conformance with Federal and State policies, as stated in the Federal “Our Flag” publication of the Congress, House Document No. 96-144; and the State of California Government Code Sections 430 and 437.

In order to establish a policy with respect to the locations and days when the United States of America, California State, and San Jose City flags should be displayed, the following standards should be followed.

The Director of General Services is responsible for ensuring the proper execution of this policy at all City facilities except the Airport, where the Director of Aviation is responsible for proper execution of this policy.

STANDARDS
A. Federal, State and City Flags

1. Outdoor flags will be flown at City facilities in the following order of precedence: first, the United States flag; second, the California State flag; third, the San Jose City flag; and fourth, the New City Hall flag.

2. Weather permitting, flags should be displayed daily in front of or at a location near City Hall, the Police Administration Building, the Civic Auditorium, the Airport, and all Fire and Police facilities during business hours.

3. Flags should not be displayed in inclement weather. However, all-weather flags may be flown on a 24-hour basis as long as they are illuminated from sunset to sunrise. 7446
City of San José, California

TITLE EXHIBITION OF FEDERAL, STATE,

AND CITY FLAGS FROM CITY
BUILDINGS – ALL OCCASIONS
PAGE
2 of 3 POLICY NUMBER
2-1
The City Hall flags shall be all-weather flags, shall be flown on a 24-hour basis and shall be illuminated at night.

4. The San Jose City flag will be flown wherever there are sufficient poles to do so in accordance with #2 above. The City flag may be displayed on the same pole with, and underneath the State flag, whenever the pole is of sufficient height. The Federal, State, and City flags shall not be flown on a single pole of any height.

5. New City facilities where any flags are to be flown shall be constructed with a sufficient number of poles to allow the City flag to be flown.

6. Indoor City flags shall be displayed at a minimum in the City Council Chambers and in the Mayor’s Office.

7. On recognized Federal and/or State holidays, and on other special occasions as listed below, flags should be flown from all locations listed in paragraph A-2 above. a) January 1, New Year’s Day
b) January 20, (2001, 2005, 2009, etc., every fourth year) on the day the President of the United States is inaugurated
c) Third Monday in January, Martin Luther King’s birthday d) Third Monday in February, Presidents’ Day
e) Second Sunday in May, Mother’s Day
f) Third Saturday in May, Armed Services Day
g) Last Monday in May, Memorial Day. The flags to be flown at half-staff (first raise to top, then slowly lower to half-staff) until noon and at full staff from noon until sunset. NOTE: The United States flag must always be flown by itself when displayed at half-staff.
h) Third Sunday in June, Father’s Day
i) June 14, Flag Day
j) July 4, Independence Day
k) First Monday in September, Labor Day
l) September 9, Admission Day
m) September 17, Constitution Day
n) Second Monday in October, Columbus Day
o) The first Tuesday after the first Monday in November of a presidential election year and gubernatorial election days
p) November 11, Veteran’s Day
q) Fourth Thursday in November, Thanksgiving Day
r) December 25, Christmas Day
s) State holidays
t) Special occasions of Federal, State and local proclamation

8. Flags at all City facilities shall be displayed in accordance with the above standards.

However, the City Manager may order flags to be lowered to half staff including, but not limited to flags of the United States of America and State of California in honor of the death of a City employee killed in the line of duty. 7457
City of San José, California

TITLE EXHIBITION OF FEDERAL, STATE,

AND CITY FLAGS FROM CITY
BUILDINGS – ALL OCCASIONS
PAGE
3 of 3 POLICY NUMBER
2-1
B. Street Flags
Street flags are defined as flags flown on a guy wire over a city street. The guy wire is generally attached to city streetlights and is oriented perpendicular to the flow of traffic.

Street flags may be flown in the downtown area on Veteran’s Day and Memorial Day, if requested by a group sponsoring an event on that day and approved by the City Council.

Funding for this flag flying may be provided by an outside agency or at the City’s expense, depending on the decision of the City Council.

C. Ceremonial Flags
The City’s flagpoles are not intended to serve as a forum for free expression by the public.

The following flags may be displayed by the City as an expression of the City’s official sentiments:

1. Flags of Governments Recognized by the United States. Flags of the governments recognized by the United States may be displayed upon the request of the Mayor, a member of the City Council or the City Manager.

2. Flags of Sister Cities: The flags of official Sister Cities of San Jose may be displayed in conjunction with an event involving the Sister City.

3. Flags Displayed in Conjunction With Official Ceremonial Items: Other flags may be displayed in conjunction with official actions, ceremonial items, or proclamations of the City Council.

4. Flags of Professional Sports Teams: The City Manager may order the display of the flag of a professional sports team in commemoration of a significant achievement involving the City of San Jose.
7468
7479
74810
74911
75012
13 751
14 752
15 753
16 754
75517
75618
75719

CITY OF ARTESIA

FLAG DISPLAY POLICY

PURPOSE
The City of Artesia displays the United Sates and the State of California flag at City facilities in accordance with federal and State law, which calls for these flags to be prominently displayed in front of a public building, such as City Hall. The City also has an adopted City of Artesia flag for display.

The Flag Display Policy is intended to set criteria and a process to provide the City Council the option to authorize the outdoor display of commemorative flags as an expression of the City’s official sentiments, at City facilities using City-owned flagpoles.

This policy establishes that the City-owned flagpoles are for the exclusive use of the City, and not intended to serve as a forum for free expression by the public. The City of Artesia will not consider requests by members of the public or outside organizations.

FLAGPOLES AND FLAG DISPLAY
The City of Artesia has three facilities with flagpoles, maintained and used by the City.

Locations for the flagpoles and the type of flag(s) in display are as follows:

Facility Flag Type
City Hall United States flag and State of California flag AJ Padelford Park United States flag and State of California flag Artesia Park United States flag
Additionally, there are flagpoles on the medians throughout the City, which display the United States flag.

At facilities where more than one flag is displayed in a single pole, the order of the flags, per flag protocol, includes the United States flag at the top most part, then the California State flag. If a City flag is flown on the same pole, the flag will be below those.

CRITERIA
Commemorative flags typically help raise awareness to a specific historical event or a cause. In evaluating whether to approve the display of a commemorative flag, the City Council should take into account whether the cause promoted by the commemorative flag 75820
2 supports the City’s overall mission. The City Council should not consider commemorative flags promoting religion or religious groups, political parties, or flags displaying support of electoral candidates.

DISPLAY OF COMMEMORATIVE FLAG
City Hall serves as the official government building recognized by the public for municipal services. This facility will serve as the only designated location to display commemorative flags approved by the City Council. Flag protocols require that when another flag is flown on the same staff as the United States flag, that the United States flag must be flown at the top. Commemorative flags will be flown underneath the United States flag.

Due to restrictions posed by the size of the flagpole and its proximity to the walkway entry to City Hall, the commemorative flag will need to be removed any time the United States flag is ordered by Presidential proclamation to be flown at half-mast, to prevent blocking the entryway to the public. In this instance, only the United States flag and California flag will be flown for the duration required at half-mast. Upon raising the flag, the commemorative flag will be displayed again if it is within the approved time frame to be flown.

APPROVAL PROCESS
The City Council will only consider requests for display of a commemorative flag by a City Councilmember. The request must follow the outline below:

1. A member of the City Council must make the initial request at a City Council meeting

2. Another City Councilmember must second the request

3. If the request receives a second, the item will be placed on the next regular City Council agenda for discussion and decision

4. The request will be voted on by the City Council

5. The item must receive majority vote for approval of display

ACQUIRING THE FLAG
Following approval by the City Council, a 4 ft x 6 ft flag with gromet holes at the top and bottom may be provided to the City to display. Alternatively, the City may purchase a flag to display up to a maximum expenditure of $100 per fiscal year.

DURATION
Upon City Council approval, the commemorative flag will be displayed as outlined on the City Council agenda report. The duration may range from 1 day to 30 days, as determined by the City Council during a City Council meeting. Upon City Council approval, the 75921
3 commemorative flag will be displayed as early as the next business day following the City Council meeting. For authorizations of display for a duration of one month, the flag will be displayed on the first business day of the approved month and removed on the first business day following the end of the month.
76022

CITY OF SANTA PAULA

MEMORANDUM
To: Honorable Mayor and Members of the City Council
From: John Cotti,
Subject: FLAG DISPLAY POLICY
Date: January 19, 2022
Agenda Item: 10.E
RECOMMENDATION:

Staff recommends that the City Council adopt Resolution No. 7388 enacting a Santa Paula Flag Display Policy.

BACKGROUND:

The United States Flag Code and the California Government Code govern the display of flags at federal, state, county, and municipal government buildings. The Government Code requires that the United States Flag and the California Flag be displayed at government buildings, with the United States Flag at highest honors. The Government Code does not provide any language regarding displaying any other flags at government buildings. The Santa Paula Municipal code is also silent regarding the display of flags upon City property.

At the October 6 and December 16, 2021, meetings, the City Council discussed the establishment of a policy governing the display of commemorative flags at City facilities such as Veterans Memorial Park. During those discussions, the Council also considered the first amendment implications related to certain flag policies and reviewed several flag policies from other jurisdictions. After a lengthy discussion, the Council ultimately directed City staff to bring back a policy that governs the display of the United States, California, POW/MIA, and City flags at City facilities. The Council declined to include a process for the flying of commemorative flags.

ANALYSIS:

Consistent with the Council's direction, the attached Flag Display Policy incorporates the Council's direction by recognizing that the City's flagpoles are not intended to serve as a forum for free expression of the public, but rather only for the display of the United States, California, POW-MIA, and City flags.

STRATEGIC PLAN:

None
FISCAL IMPACTS:
1 761
There are no fiscal or personnel impacts associated with this item.

OPTIONS:

In addition to the recommended action, the City Council can also

1. Request that staff revise or conduct further review of the Flag Display Policy.

2. Decline to move forward with this item.

ATTACHMENTS:

Exhibit A - Resolution No. 7388 Adopting the Flag Display Policy.DOCX 2 762
To: Honorable Mayor and Members of the City Council
From: Christy Ramirez, Finance Director
Subject: FISCAL REVIEW: FY 22/23 YEAR END AND FY 23/24 Q1 Date: October 18, 2023
Agenda Item: 11.C

CITY OF SANTA PAULA

MEMORANDUM
RECOMMENDATION:

Staff recommends that the City Council receive and file the fiscal year end report. Staff will return to Council on November 1st with budget adjustment recommendations.

Presented by: Christy Ramirez, Finance Director
BACKGROUND:

The purpose of this report is to review the unaudited year end activity of FY 2022/23 to make recommended adjustments and revise projections for the FY 2022/23 budget based on current trends.

The Fourth Quarter (Year-End) Financial Review is intended to provide the City Council the opportunity to review the City’s Annual FY 2022/23 Operating Budget, which was adopted on June 24, 2021, and then amended throughout the fiscal year, and to report on the un-audited year-end financial activity. This is an overview of the revenue and expenditure activity in the General Fund, as well as the City’s Special Funds, and presents recommendations for adjustments to the adopted budget.

The first section of this report is a summary of the financial activity for the City’s most significant fund, the General Fund, as of June 30, 2023. Staff has also included discussion on other miscellaneous funds and Capital Improvement Program (CIP) projects. It provides a summary of the revenues and expenditures with an “Actual” vs. “Budget” comparison to better assess the progress of the General Fund (Attachment 1 – Budget Report). The figures presented here are un-audited and may change upon the conclusion of the independent yearend audit that is currently underway.

The second half of this report deals with revenue projections for the First Quarter Financial Review for FY 2023/24. First quarter reviews are typically early check-ins, and that is particularly the case during the current budget cycle as siginficant development impact revenue is still pending.

ANALYSIS:
763
FY 22/23 YEAR END (Q4)
General Fund Revenue Analysis
The General Fund is the general operating fund of the City and accounts for activities and services traditionally associated with general municipal services. When discussing the General Fund in this report, it includes the Measure T and Recreation Program funds. Overall, based on analyzing year to date activity, revenues and expenditures for the General Fund and subfunds trended as expected with revenues exceeding expenditures.

The General Fund revenues are trending below projected figures, particularly due to Developer related activity as noted in the Building Permits and Charges for Services section below. Following is an overview of the Budget to Actual figures by category, along with the proposed adjustments.

All General Funds Budget Actuals VarianceRecommendations Charges for Service 2,589,738 1,292,828 41.4% (1,300,000) Licenses & Permits 1,339,500
473,717
110.1% (864,000)
Fines & Penalties 91,500
110,685
122.8% 19,185
Other Revenue 271,931
318,429

86.0% 47,000
Intergovernmental
Revenues
433,496
426,552
112.2% (6,944)
Property Related 4,750,163 5,022,443 101.3% 271,800
Sales Tax 7,500,000 8,141,512 113.0% 641,500
Other Taxes 368,000
372,660
109.8% -
TOT 110,000
102,190
102.9% (7,800)
Business License 133,000
150,884
115.3% 13,200
Real Property
Transfer Tax
125,000
119,585
110.8% (5,400)
Franchise Fee 925,000 1,159,604 104.8% 234,600
Investments & Rents 152,365
155,141
102.0% -
Transfers 2,213,204 2,213,204 100.0% -
TOTALS 20,634,897 19,686,775 95% (956,859)
764
Charges for Services includes fees such as plan check, inspection, and application filing fees as well as developer deposit vendor activity that is recognized at the end of the year with a matching expenditure. Multiple changes are recommended in this category, most significantly is a decrease to Plan Check and Inspection Fees which have fallen short by nearly half a million dollars. Other line items that require adjustments include School Resource Officer Revenue by $75,000 due to ongoing prior year reconciliations, and $415,000 to reimbursement for Summer School program. This revenue will be adjusted in the current fiscal year, as expenses occured primarily during the summer after the year ended. The total recommended decrease to this category is $1.3 million .

Licenses and Permits revenue categories show Building Permit activity is trending much lower than projections, as previously communicated to Council. Staff recommends a decrease to various permit line items for a total decrease of $864,000. Of this figure, $634,500 is attributable to Building Permits while the remaining $229,500 is related to Electrical, Plumbing, Mechanical and Energy permits.

Fines and Penalties made up of vehicle codes and criminal fines are projected to be about $19,200 above the budgeted amount, attributable to Vehicle Code Fines.

Other Revenues encompasses all other revenues not otherwise mentioned, including miscellaneous revenue such as the reimbursement from CalJPIA and worker's compensation.

A number of adjustments are being recommended totaling an increase of $47,000 which are primarily due to net increases related to worker's compensation reimbursement in the police department.

The Intergovernmental Revenue category includes various items including Prop 172 sales tax (sales tax for public safety activities), vehicle license fee collection, POST reimbursement and property tax payment in lieu fees. Staff recommends an increase of $19,300 for Vehicle License Fee collection and an increase of $29,000 in Property Tax Payment in Lieu Fees .

The Property Tax category is composed of two payment types - the “Traditional” Property Tax, which are received in large part during the months of December and April, and the Property Tax in Lieu of Motor Vehicle License Fees (MVLF) which is received in two payments during January and May. An increase of $271,800 is recommended to Traditional Property Tax for residual revenue not previously anticipated in the amount of $189,800, collections of outstanding taxes totaling $31,000, and an increase of $51,000 in traditional property tax above projected figures.

The annual Sales Tax budgeted figure of $7.5 million is comprised of twelve (12) monthly payments for the traditional Sales Tax line item, as well as an equal amount of payments for the Measure T 1% Sales Tax.The City continues to see trends above budgeted figures and recommends an increase of $175,100 to General Fund Sales Tax as well as an increase of $466,400 to Measure T Sales Tax.

Other Taxes consists of three subcategories including Transient Occupancy Tax (TOT), Business License, and Real Property Transfer Tax. All three categories are trending as projected overall, however business licenses increases is offsetting a decrease in TOT and Real Property Transfer Tax that did not materialize.
765
The City collects Franchise Fees from five main service provider sources (Cable, Electric, Gas, Pipeline, Solid Waste) . Each provider of these services has a different payment schedule. Electric and Gas providers make annual payments in April. The Cable provider is on a quarterly payment plan, while Pipeline franchise fees are collected twice a year. The increase seen compared to budgeted figures is attributable to all four agreements, with Cable, Pipeline and Electric Franchisees all coming in $10,000 or more above expected amounts.

The more significant increase is the Commercial Refuse Haulers due to the new waste hauler Franchise Fee agreement and rates. An increase of $234,600 is recommended for this category.

Investments & Rent Income and Overhead/Transfers are trending as projected. No adjustments are recommended at this time.

General Fund Expenditure Analysis
General Fund expenditures have ended the year at about 88% of their budget (not including CIP). An overview of Budget to Actuals by department can be found below.

The primary savings in expenses is related to ongoing staff vacancies and the summer program not occuring in the fiscal year. The total variance throughout all departments is $1.3 million dollars of salaries and benefits that did not meet budgeted amounts. $225,550 of Measure T allocations that were not able to be spent before the year ended will be requesting a carryover of the allocation to the current fiscal year.

Current
Budget
Activity Remaining % of
Budget
Administration
3,564,545.64 3,624,173.83 (59,628.19)
102%
Parks and
Recreation 2,883,620.95 2,235,439.31 648,181.64
78%
Finance
717,272.73 623,157.54 94,115.19
87%
Community
Economic
Development
1,691,617.74 1,216,477.38 475,140.36
72%
Police
9,795,899.15 8,661,422.94 1,134,476.21
88%
Public Works 194,349.00 197,506.95 (3,157.95)102%
Non-Departmental 369,742.68 327,282.16 42,460.5289%
Total 19,217,047.89 16,885,460.111,914,898 88%
FY 22/23 First Quarter Review (Q1)
766
General Fund Analysis
While the majority of revenues with larger allocations have not yet materialized in the current fiscal year, there are a few notable trends occuring that vary from the adopted budget, including:

A slight increase in Sales Tax revenue is currently being realized. Because the first two payments received are advances based on prior year activity staff is cautiously optimistic for sales tax revenue for this fiscal year meeting or exceeding projections.

Significant revenues related to Developer Activity, particularly in Plan Check Fees, has not yet materialized.

Revenue related to the upcoming bond issuance to the CFD is expected to net between $10-25,000 in revenues related to staff time.

Reimbursement of $75,000 related to the staff and consultant work spent on the Waste Haulers Franchise Agreement has been received. Worker's Compensation reimbursement continues to exceed budget projections, currently by over $40,000.

Staff is not aware of any expense allocation amendments necessary for the FY 2023/24 budget at this time.

Other Funds
Staff received notification of an increased growth amount related to the COPS grant for a total allocation of $183,000 in FY 23/24. The Police Chief will incorporate the new budget into the annual report to Council next month.

Included as a separate item from this report is the Transportation Development Activity Claim Forms for FY 2023/24. An increase of $23,429.93 in both revenues and expenditures will be required to reflect the final approved budget allocation to the City from the County.

STRATEGIC PLAN:

While this item is not a direct goal or objective in City Council's two-year strategic plan, it is important to remain informed on the financial health of the City, and to provide information in a timely manner to the public.

FISCAL IMPACTS:

Staff will return on November 1st with the recommended budget adjustments, as well as recommendations from the Measure T Committee.

OPTIONS:

1. Provide additional direction to staff for the November 1st Council Meeting.

ATTACHMENTS:
767
To: Honorable Mayor and Members of the City Council
From: Christy Ramirez, Finance Director
Subject: TRAVEL POLICY UPDATE
Date: October 18, 2023
Agenda Item: 11.D

CITY OF SANTA PAULA

MEMORANDUM
RECOMMENDATION:

Staff recommends the Council adopt Resolution 7487, adopting a revised travel expense reimbursement policy established by Resolution No. 6258 on February 6, 2006.

Presented by: Christy Ramirez, Finance Director
BACKGROUND:

The City Council adopted a policy for the reimbursement of travel expenses incurred by Elected/Appointed Officials in February 2006. Over the past 18 years, staff has encountered several situations that required further clarification within the policy, including the application of the policy to employee travel and other instances where the policy appeared to be out of step with those of comparable agencies.

The proposed policy makes no modifications to the underlying policy or philosophy of the City with respect to reimbursable expenses; instead, it provides clarifying language and updates in line with industry standards. This policy provides reasonable guidelines for expense reimbursement for City Elected/Appointed Officials and City Employees, and stresses the importance of cost effectiveness and efficiency in the use of public resources for travel purposes.

ANALYSIS:

Utilizing a neighboring City's travel policy as a basis, the following notable differences from the existing policy have been incorporated:

Guidelines
Adds City Employees to be subject to the proposed Reimbursement Policy.

Local Travel
Establishes guidelines for per diem and lodging eligibility to be specifically for travel outside of a 50 mile radius (100 miles roundtrip) from the origination point (City Hall or employee home, whichever is closer to the travel location).

Out of State Travel
Removes requirement for out of state travel to be approved by City Council, and instead authorizes the City Manager and Finance Director to approve such requests, as long as 768
the request is within the guidelines of the proposed travel policy and the adopted budget.

Police Academy Training
Provides direction on the preferred location of academy to be within Ventura County.

Gratuity
Increases gratuity amount to 18%, from the existing 15%.

STRATEGIC PLAN:

While this item is not a direct goal or objective in City Council's two-year strategic plan, it is important to maintain fiscal policies updated to remain in compliance with industry standards and within state and federal regulations.

FISCAL IMPACTS:

The revisions are consistent with the City's goal of reducing cost and traveling only when the value exceeds the cost. Efficient stewardship of public resources remains the core principle of Santa Paula's Travel Expense Reimbursement Policy.

OPTIONS:

Council may reject the recommended policy and provide additional guidance to staff to return at a later time.

ATTACHMENTS:

Reso Updating Travel Policy
769

ATTACHMENT A
RESOLUTION NO. 7487
770
RESOLUTION NO. 7487

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA PAULA

ADOPTING A REVISED TRAVEL EXPENSE REIMBURSEMENT POLICY FOR

OFFICIAL CITY BUSINESS BY ELECTED/APPOINTED OFFICIALS AND CITY

EMPLOYEES
The City Council of the City of Santa Paula does hereby resolve as follows:

SECTION 1: Recitals.

A. The City Council adopted Resolution 6258 Establishing A Reimbursement Policy in Accordance with Government Code 53232.2 and 53232.3 in February 2006.

B. Staff has encountered numerous situations that require language clarification related to the adopted policy.

C. On October 18, 2023, the City Council directed staff to amend the Policy to reflect changes in line with industry standards, and in accordance within the guidelines of AB 1232 (codified as California Government Code Section 53232).

SECTION 2: The City Council hereby adopts the amended Policy attached as Exhibit A to this Resolution and rescinds prior the resolution establishing the Policy.

SECTION 3: This Resolution becomes effective immediately upon adoption and will remain effective until superseded by a subsequent resolution.

PASSED AND ADOPTED this 18th day of October 2023
____________________________
Andy Sobel, Mayor
ATTEST
___________________________
Julie Latshaw, City Clerk

APPROVED AS TO FORM
______________________________
Monica Castillo, Interim City Attorney

APPROVED AS TO CONTENT
______________________________
Dan Singer, City Manager
771

EXHIBIT A
TO RESOLUTION NO. 7487
772

CITY OF SANTA PAULA

TRAVEL POLICY & PROCEDURES

1. PURPOSE
To establish guidelines for conferences, meetings, trainings and seminars to be attended by City Officials and City Employees. For purposes of this policy, “City Officials” means elected or appointed officials.

2. GENERAL INTRODUCTION
The City recognizes that it is in the public’s interest for City Officials and Employees to attend conferences, meetings, trainings and seminars to acquire knowledge and techniques that contribute to the efficient management and operation of this City.

City Officials and City Employees are expected to exercise moderation and thriftiness when incurring expenses in connection with conducting official City business. Officials and Employees must obtain prior approval of the City Manager (and/or Department Head) and Finance Director or designee thereof, for any business or function that will require absence from work or absence from work for more than a full day (primarily requiring an overnight absence).

The intent of this policy is to assure the City Council and the public that any and all City funds expended for conferences, meetings, trainings and seminars, etc., are properly used for the benefit of the City and are properly accounted for by the City. The City views training of employees to be a valuable and essential element to ensuring the highest level of competency.

3. POLICY AND PROCEDURE
Department Heads and Finance Director, or designee, will be responsible for ensuring compliance and conformance by employees with this policy. ‘Authorization’ to pay expenses signifies that all expenses are accurate, appropriate, and within policy guidelines.

Travel will be by the means most economical to the City. Air travel may be authorized when travel by automobile is impractical and/or will require an official or employee to be away from work for an unreasonable amount of time. The total travel cost for automobile usage will not exceed the round trip cost of air travel, travel to and from the airport, parking, and taking into consideration travel time.

Whenever practicable, City officials and employees will carpool when using private, or City owned vehicles. Except as otherwise provided, mileage reimbursement will be made for use of private vehicles upon approved pre-approved Travel Authorization. No mileage may be claimed when using a City vehicle (see Section 9C for allowable, reimbursable expenses for a City pool car). Upon return from any trip, the employee must submit a Travel Reimbursement Claim Form to the Department Head within ten (10) days of return.

4. DEPARTMENT HEAD TRAVEL
Department Heads must obtain advance travel authorization from the City Manager or designee, thirty (30) days in advance of travel. Upon return from any trip, the Department head must submit a Travel Reimbursement Claim Form to the City Manager within ten (10) days of return.

Claim forms must document that the expense in question met the requirement of this policy. For example, if there is a meal while having a meeting, then the Department Head should explain whose meals were purchased and the purpose of the meeting as it relates to City business. 773

5. LOCAL TRAVEL
‘Local travel’ is defined as official travel performed within Ventura County limits or within a distance not exceeding 100 miles’ round trip (50 mile radius) from the City of Santa Paula or employee home (whichever is closest to the travel location) and does not include an overnight stay.

A. Department Heads and Finance Director, or designee, may authorize ‘Local’ attendance as long as travel and reimbursement for necessary expenses are within budget & policy.

B. Meals necessary during local travel will be reimbursed in accordance with the Per Diem guidelines set forth in Section 8 of this policy. If a meal is required while attending a business meeting or function and the cost of the meal exceeds the City’s allowance, the employee will be reimbursed for the amount equal to the full cost of the meal upon: a) presentation of a receipt or other evidence substantiation the cost, and b) review and approval by the Department Head.

C. Employees who receive a monthly auto allowance are not eligible for mileage reimbursement for local travel (any trip less than 100 miles’ round trip or 50 mile radius from City Hall or employee home, whichever is closer to the travel location)

6. NON-LOCAL TRAVEL
Non-local travel is defined as official travel involving at least one overnight absence from the City of Santa Paula or to a destination(s) exceeding 100 miles’ round trip (50 mile radius) distance from the City of Santa Paula or employee home, whichever is closer to the travel location.

A. Travel out of state requires advance approval by the City Manager and Finance Director and request must be in line with travel policy.

7. TRAVEL ADVANCE PROCEDURE
Prior to travel, an employee and their supervisor should determine on the Request for Travel Authorization form whether an advance payment is necessary for certain travel expenses. Travel advances may be requested for training sessions, conferences, seminars, and meetings exceeding one day and must be authorized by the Department Head and Finance Director, or designee, or City Manager for Department Heads. The requesting department is responsible for providing appropriate security in delivering the check to the employee. The original copy of the approved Request for Travel Authorization Form along with the training sessions, conferences, seminars, and meeting agenda shall be submitted to Accounts Payable prior to the Thursday check run prior to departure. If an agenda is not available, Accounts Payable may require additional supporting documentation.

Officials and employees may request monetary advance for meals (in accordance with the meal allowance guidelines in Section 8). Advances will not be granted for meals that are part of a training sessions, conferences, seminars, and meetings.

The City will pay, in advance, registration, transportation, and lodging costs. These prepayments require sufficient notice and should be coordinated with the regularly scheduled time for issuing City checks; and will be made directly to the airline, hotel or organization involved, not to officials or employees. Exceptions to this policy require the approval of the City Manager, Department Head and Finance Director or designee.

Advances will only be made for meals not provided as a part of a non-local training session, conference, seminar, and/or meeting. Advances to employees for items such as meals are not 774
transferable to other employees. Future travel advances may be denied if a Travel Reimbursement Claim Form is submitted more than 15 days after the trip (see Section 10 of this policy). To receive consideration for meal reimbursement or advances when attending the training sessions, conferences, seminars, and meetings, then brochures, agendas and/or flyers must be included.

8. PER DIEM
Per Diem is for training sessions, conferences, seminars, and meetings outside of Ventura County limits only
A. Per Diem/No Receipts Required
The standard per diem rate for local and non-local travel follows the General Services Administration (GSA) Rules. Including sales tax and reasonable tip. Rates will be periodically updated. No receipts are required for meal reimbursements up to the per diem rate. Should a City Official or City Employee not be on City business for the entire day, the per diem will be prorated according to the following:
 Breakfast: 20% of the GSA rate to be paid if travel begins prior to 7 a.m.  Lunch: 30% of the GSA to be paid if travel begins prior to 11 a.m. or ends after 1 p.m.
 Dinner: 50% of the GSA to be paid if travel begins prior to 5 p.m. or ends after 7 p.m.

While attending training sessions, conferences, seminars, and meetings where meals are not included, and the employee may be reimbursed for the actual meal expense up to the maximum allowable level, identified above in the per diem rate, if supported by a receipt or other evidence substantiating the cost attached to a Travel Reimbursement Claim Form. If meals are included with the conference or training, meal allowances/reimbursement are not permitted. Continental breakfast is considered to be breakfast, but the City Manager may approve reimbursement on a case by case basis.

B. Local Business Meals
A local business meal is defined as an official City business meeting including participants other than City staff, conducted within a 100-mile round trip (50 mile radius) from the City or employee home, whichever is closer to the travel location. Employees will be reimbursed at the per diem rate with a receipt. When using a City credit card, the employee will reimburse the City for any amount over the limit for a local business meal.

A local business meal should not be used for more than two City staff unless it is related to Employee Recognition or New Employee Luncheon.

C. Miscellaneous
Alcoholic beverages are not considered part of a meal cost and will not be reimbursed. A charge to the room other than meals such as in-room movies, bottled water, minibar (alcohol) or snacks, and spa charges is an out-of-pocket expense for the employee and will not be reimbursed.

High-Cost Cities or out of State
When traveling to a more expensive location, such as higher cost cities or outside the state, prior approval is required to use higher per diem rates. Rates will be reflected in the current U.S. GSA per diem guidelines for specific travel locations. 775
Travel to higher cost cities or outside the State may be paid at a higher rate with prior approval. The allowance is a 5% increase per day under the same conditions as referenced above

9. TRAVEL
A. Air Travel
The City will only pay for economy or coach fares. Every attempt should be made to secure the lowest fare possible (i.e. government rates) and reservations should be booked 30 or more days in advance. Should a flight be booked in less than 30 days, a memo authorizing such expenses by the City Manager and Finance Director shall be required.

Airline reservation shall be charged to a City designated credit card. The City will not pay for any portion of a first-class or business-class fare except under the most unusual of circumstances, ordinarily limited to an emergency, as determined by the City Manager and Finance Director. Travel agency services are only to be used under unusual circumstances and must be approved in advance by the City Manager and Finance Director.

B. Private Vehicle
If use of privately owned automobile is authorized or if no City furnished automobile is available, the reimbursable rate per mile is per GSA and is updated periodically.

Privately owned automobiles may not be fueled using a City credit card or use the City’s fuel dispensing system. Any employee requesting to travel by private vehicle must have current auto insurance and a valid California driver’s license.

Employees receiving a monthly auto allowance must deduct the first 100 miles of a nonlocal trip prior to calculating mileage (50 mile radius one way).

C. City Vehicle
Reimbursement of out-of-pocket gas, oil costs and emergency vehicle repairs only.

Receipts will be required and must be attached to an approved Requisition form or preapproved Travel Authorization form. Every effort should be made to use the City’s fuel dispensing system. A valid California driver’s license is required.

D. Rail Travel
Business class accommodations will be allowed when traveling by rail.

E. Car Rentals
The use of a rented vehicle must be justifiable and not a matter of personal convenience.

Travelers should select the most economical vehicle meeting their business needs.

Travelers should always inquire with the rental company about any available governmental or business use discounts when making reservations. Travelers should also decline additional insurance.

Reimbursement for car rental expense is based upon receipts. Employees renting/driving vehicles (rental vehicles or personal vehicles) during City business shall be able to provide proof of personal automobile insurance coverage upon request. When renting vehicles during City business, the charge for the Collision Damage Waiver (CDW) should be declined.

F. Taxis and Other Ground Transportation
The cost of taxis, shuttles or carfare to and from places of business, hotels, airports, or railroad stations in connection with business activities will be reimbursed. Receipts will be required to substantiate reimbursement.

G. Lodging
Officials and employees should make every effort to request and obtain government rate discounts or request any other special rates available or select accommodations, which 776
will moderate the cost to the City. When making hotel arrangements, the daily room rate and applicable taxes will be obtained for travel authorization purposes and may be reserved using a designated City credit card. Itemized hotel receipts are required and should be included with Travel Reimbursement Claim Form.

H. Registration Fees
Fees charged for registration at any conference, meeting, training or seminar, will be prepaid. If this is impractical, receipts will be required to substantiate reimbursement using a pre-approved Travel Authorization form.

I. Parking
Airport parking will only be reimbursed for standard parking.

Valet parking shall only be paid when self-parking or standard parking is not available.

A memo authorizing such expense is required for reimbursement by Department Head and Finance Director or City Manager for Department Heads.

J. Tipping
Tipping is a common commercial practice and payment of tips will be considered as a support of public purpose when it is part of the payment of a meal or other legitimate service. The gratuity for meals may not exceed 18% of the pretax total of the charge unless the establishment adds it to the bill. (18% for taxi or ride services, excluding limo services) (Per GSA: meals and incidental expense (M&IE) rate does include taxes and tips in the rate, so travelers will not be reimbursed separately for those items.

10. REQUIREMENTS FOR TRAVEL REIMBURSEMENT CLAIM FORM
A completed Travel Reimbursement Claim Form will be submitted for all travel and meeting expenses no later than fifteen (15) days after returning to the job or last day of travel. The Travel Reimbursement Claim form will include required receipts and will be approved by the appropriate Department Head, or designee. All Department Heads and City Officials must submit their own completed travel expense reports to the City Manager for approval.

If an advance was received and actual expenses exceed the advance, a completed Travel Reimbursement Claim form will be submitted to Accounts Payable for reimbursement processing. Reimbursement will be made to the employee within fifteen (15) working days after receipt of a ‘completed’ Travel Reimbursement Claim form. (Completed defined as all signatures received)
If an advance was received and actual expenses are less than the advance, a completed Travel Reimbursement Claim form and a check made payable to City of Santa Paula, in the amount of the difference between the advance and actual expenses, will be submitted within fifteen (15) days to Accounts Receivables for deposit. Accounts Receivable will issue receipt to be included with the completed Travel Reimbursement Claim form.

If a City Official or City Employee does not submit the appropriate receipts or documentation, they will not receive reimbursement for their expenses. Future travel may be impacted if this is a continuing problem. In addition, if there is a failure to submit completed Travel Reimbursement Claim forms on a timely basis, it may result in denial of future travel advances.

Expenses of $50.00 or less may be reimbursed with petty cash procedures in accordance with the Petty Cash policy.
777

11. SPOUSE, COMPANION, DEPENDENT, AND NON-EMPLOYEE TRAVEL The City will not reimburse employees for the travel expense of spouses, companions, or dependents who accompany staff. It is the policy of the City to encourage their participation at the City official’s or employee’s own expense.

12. COMBINING BUSINESS AND PERSONAL ACTIVITIES
When personal activities are combined with City business, the City will reimburse only the actual business expense and not more than what normally would have been incurred.

As an example: If an employee drives to Denver, Colorado for a business meeting and combines the trip with a vacation, and if he or she would normally have flown, the employee may only be reimbursed the cost of the plane fare (assuming flying is less expensive). Personal activities/trip extensions require that the employee use his/her own time.

13. NON-REIMBURSABLE EXPENSES
Non-reimbursable expenses include, but are not limited to, items such as:
a. Airline or other travel insurance.
b. Annual premiums for personal property insurance
c. Suitcases or other luggage purchased for traveling
d. Traffic and parking violations.
e. Doctor bills, prescriptions, or other medical services. f. Alcoholic beverages
g. Fees, service charges, interest, etc. related to personal credit cards even if they are used exclusively in the performance of official duties. h. Travel from home to the normal work site on holidays, weekends, and other scheduled days off.

14. REVIEW AND PAYMENT BY ACCOUNTS PAYABLE
The role of the accounts payable staff is to review and pay expenses related to travel.

Their review is for accuracy and appropriateness. Any claim or request that appears inappropriate outside of this policy will be forwarded to the Finance Director or designee for consultation with the Department Head and/or City Manager.

15. OVERTIME FOR NON-EXEMPT EMPLOYEES
Overtime worked by non-exempt employees under the Fair Labor Standards Act (FLSA) will only be compensated if attendance at conference and seminars is required by the appointing authority. Overtime shall be paid in accordance with current Memorandums of Understanding.

16. CANCELLATION
Should a City Employee or City Official find that he/she cannot attend an event, it is the attendee’s responsibility to provide notice early enough so that registration and reservation may be cancelled and refunds obtained. Failure to give such notification early enough to obtain a refund may result in the attendee assuming financial responsibility for unrecoverable expenditures. Failure to do so twice in a 12-month period shall result in denial of travel advances, use of city credit card, and/or prepayment of all travel/meeting deposits and expenses for six (6) months. A Travel Reimbursement Claim form is not required if travel is cancelled.
778

17. POLICE ACADEMY
It is the intent of the City to utilize local Police Academies for training recruits, as long as there is a session available in a timely fashion. In the event an accredited POST (Peace Officers Standards Training) Academy outside Ventura County is selected, every effort to minimize cost should be considered. Reimbursement opportunities should be sought out if available, including but not limited to POST reimbursement requests. 779
To: Honorable Mayor and Members of the City Council
From: Dan Singer, City Manager
Subject: FUTURE AGENDA ITEMS
Date: October 18, 2023
Agenda Item: 12.A

CITY OF SANTA PAULA

MEMORANDUM
RECOMMENDATION:

Staff recommends City Council review future agenda items.

BACKGROUND:

The attached Future Agenda Items forecast identifies anticipated agenda items for upcoming Council meetings as well as Study Session topics and long-range discussion items. Placing this forecast on the agenda affords the Council and the public the opportunity to discuss such topics and to make any recommendations. It should be noted this is only a forecast and may change over the course of time or based on feedback by the Mayor and City Manager during review of future agendas.

ANALYSIS:

Should a member of the City Council wish to introduce a future agenda topic, it should be done in compliance with the Council's adopted Manual of Procedural Guidelines, Section 5.1.

Items introduced by a member of the Council during a Council meeting requires a second and should be reserved for time-sensitive matters needing attention within the proceeding 45 day period.

STRATEGIC PLAN:

FISCAL IMPACTS:

OPTIONS:

ATTACHMENTS:

10.18.23_Future Agenda Items.docx
780
Santa Paula City Council Tentative Agenda Schedule
Updated 9/28/2023
DEPARTMENT Wednesday, November 1, 2023 Proposed
Date
Admin Proclamation – 100th Birthday – Albino Pineda 11/1/23 P&R Senior Advisory Committee Presentation 11/1/23
P&R Holiday Parade, Sponsorship Request 11/1/23
Admin City Manager Reorganization Proposal 11/1/23
Finance Measure T Annual Report 11/1/23
PW Chloride Source Study Report 11/1/23
Finance CFD Bond Issuance 11/1/23
Wednesday, November 15, 2023
PW Athens – Annual Recycling Awards 11/15/23
PD Police Department Report 11/15/23
Admin City Manager Department Report 11/15/23
P&R City Hall Campus Security Fencing Construction Agreement 11/15/23 Admin Crossing Guard Contract Award 11/15/23
CDD Red Tail Tentative Track Map 11/15/23

STUDY SESSION TOPICS
Admin No Smoking Ordinance
P&R Oil Museum Use Options
Attorney Municipal Code Update Overview
Finance Development Impact Fees

FUTURE AGENDA ITEMS
PW Plans & Specifications for 8th Street Streetlight Repair Project PW Citywide Street Maintenance Construction Award (Fall PMP Funding)
Admin SoCal Edison Discussion on Rates
Finance Unclaimed Funds
CDD VCTC Update on Railroad
CDD Cultural Arts Update
CDD Housing Element Update
Attorney Invocation Policy Update
Finance Annual City Audit
CDD ADU Ordinance
Legal Fire MOU Amendment
781

Santa Paula City CouncilOctober 18, 2023

Santa Paula City Council
October 18, 2023