Thousand Oaks City Council
May 13, 2025

ATTACHMENT #1
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Project Name: Fleet Electrification and
Battery Storage Projects at the MSC
(CI5743, CI5726, CI5710, CI5760)

AGREEMENT FOR PROFESSIONAL SERVICES

BETWEEN THE CITY OF THOUSAND OAKS
AND
OPTONY INC.

THIS AGREEMENT is made and entered into this 13th day of May, 2025, by and between CITY OF THOUSAND OAKS, a municipal corporation ("City"), and OPTONY INC., a California C Corporation ("Consultant").

City and Consultant agree as follows:

1. RETENTION OF CONSULTANT
City hereby retains Consultant, and Consultant hereby accepts such engagement, to perform the services described in Section 2. Consultant warrants it has the qualifications, experience, and facilities to properly and timely perform said services.

2. DESCRIPTION OF SERVICES
The services to be performed by Consultant are as follows:

Professional services in conjunction with Electric Vehicle (EV) fleet electrification services related to implementation of the Clean Power Alliance grant.

Services and shall generally include Municipal Service Center (MSC) design-build electrification project management assistance, fleet electrification analysis, and EV charger design and permitting services and are more particularly set forth in the Scope of Work, attached as Exhibit “A,” which is incorporated herein by reference

3. COMPENSATION AND PAYMENT
(a)Maximum and Rate. The total compensation payable to Consultant by City for the services under this Agreement SHALL NOT EXCEED the sum of $195,000 (herein "not to exceed amount"), and shall be earned as the work progresses on the following basis:

In lump sum amounts per the payment schedule set out in Consultant’s Schedule of Fees, attached as Exhibit “B” and incorporated herein. (b)Payment. Consultant shall provide City with written verification of the actual compensation earned, in a form satisfactory to City's Project Manager.

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Invoices shall be made no more frequently than on a monthly basis, and describe the work performed (including, if applicable, a list of hours worked by personnel classification). All payments shall be made within 30 days after City’s approval of the invoice.
(c)Extra Services. Additional work not reasonably encompassed by the Scope of Services described in Section 2 may be agreed upon only by execution of a written Amendment to this Agreement. No liability or right to compensation for extra services shall exist without such Amendment. Unless otherwise stated in the Amendment, applicable rates for extra services shall be at the rates set forth in Exhibit “B.”

4. CITY PROJECT MANAGER
The services to be performed by Consultant shall be accomplished under the general direction of, and coordinate with, City's "Project Manager", as that staff person is designated by City from time to time, and who presently is Kenneth Wang.

5. TERM, PROGRESS AND COMPLETION
The term of this Agreement is from the date first written above to May 1, 2028, unless the term of this Agreement is extended or the Agreement is terminated as provided for herein. City Manager or his or her designee shall have the authority to extend the term of this Agreement for no more than one additional two-year period. Extensions of time shall be memorialized by execution of a written amendment.

Consultant shall not commence work on the services to be performed under the Agreement until (i) Consultant furnishes proof of insurance as required by paragraph 9 below, and (ii) City’s Project Manager gives written authorization to proceed with the work. All services shall be completed according to the schedule in Exhibit “C.”

6. OWNERSHIP OF DOCUMENTS
All drawings, designs, data, photographs, reports and other documentation (other than Consultant's drafts, notes and internal memorandum), including duplication of same prepared by Consultant in the performance of these services, are the property of City. City shall be entitled to immediate possession of the same upon completion of the work under this Agreement, or at any earlier or later time when requested by City. City agrees to hold Consultant harmless from all damages, claims, expenses, and losses arising out of any reuse of the plans, specifications, graphics, brochures, reports, and other documentation for purposes other than those described in this Agreement, unless written authorization of Consultant is first obtained.

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7. PERSONAL SERVICES/NO ASSIGNMENT/SUBCONTRACTS
This Agreement is for professional services, which are personal to City.

Natalie Hanson and Rachel Lore are deemed to be especially experienced and key members of Consultant's firm, and shall be directly involved in performing, supervising or assisting in the performance of this work. These key persons shall communicate with, and periodically report to, City on the progress of the work.

Should said individuals be removed from assisting in this contracted work for any reason, City may terminate this Agreement.

This Agreement is not assignable by Consultant without City's prior written consent.

The following portions of the work described in this Agreement may be subcontracted out to other parties by Consultant: EV charger design and permitting work.

8. HOLD HARMLESS AND INDEMNITY
(a) Hold Harmless for Consultant's Damages. Consultant holds City, its elected officials, officers, agents, employees and volunteers, harmless from all of Consultant's claims, demands, lawsuits, judgments, damages, losses, injuries or liability to Consultant, to Consultant's employees, to Consultant’s contractors or subcontractors, or to the owners of Consultant's firm, which damages, losses, injuries or liability occur during the work or services required under this Agreement, or performance of any activity or work required under this Agreement. (b) Defense and Indemnity of Third Party Claims/Liability Consultant shall indemnify, defend with legal counsel approved by City, and hold harmless City, its officers, officials, agents, employees and volunteers from and against all liability including, but not limited to, loss, damage, expense, cost (including without limitation reasonable legal counsel fees, expert fees and all other costs and fees of litigation) of every nature arising out of or in connection with Consultant’s negligence, recklessness or willful misconduct in the performance of work hereunder or its failure to comply with any of its obligations contained in the Agreement, except such loss or damage which is caused by the sole or active negligence or willful misconduct of City. Should conflict of interest principles preclude a single legal counsel from representing both City and Consultant, or should City otherwise find Consultant’s legal counsel unacceptable, then Consultant shall reimburse City its costs of defense, including without limitation reasonable legal counsel fees, expert fees and all other costs and fees of litigation.

The Consultant shall promptly pay City any final judgment rendered against City (and its officers, officials, employees and volunteers) with respect to claims determined by a trier of fact to have been the result of Consultant’s negligent, DPW: 850-20\ev\Council\2025\051325\CI 5473 5726 5710 5760\Fleet Electrification & Battery Projects at the MSC Att

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reckless or wrongful performance. It is expressly understood and agreed that the foregoing provisions are intended to be as broad and inclusive as is permitted by the law of the State of California and will survive termination of this Agreement.

Consultant’s obligations under this section apply regardless of whether or not such claim, charge, damage, demand, action, proceeding, loss, stop notice, cost, expense, judgment, civil fine or penalty, or liability was caused in part or contributed to by an Indemnitee. However, without affecting the rights of City under any provision of this Agreement, Consultant shall not be required to indemnify and hold harmless City for liability attributable to the active negligence of City, provided such active negligence is determined by agreement between the parties or by findings of a court of competent jurisdiction. In instances where City is shown to have been actively negligent and where City’s active negligence accounts for only a percentage of the liability involved, the obligation of the Consultant will be for that entire portion or percentage of liability not attributable to the active negligence of City.
(c) Nonwaiver. City does not waive, nor shall be deemed to have waived, any indemnity, defense or hold harmless rights under this section because of the acceptance by City, or the deposit with City, of any insurance certificates or policies described in Section 9.
d) Notwithstanding Contractor’s duty to indemnify as stated above, City agrees that its sole remedy to bring a lawsuit, demand, or claim of any kind under this Agreement will be against Consultant as a corporation, and not against Consultant’s individual employees, officers, directors, owners, partners, or agents, except for such lawsuit, demand, or claim arising from the gross negligence or willful misconduct of Consultant’s individual employees, officers, directors, owners, partners, or agents.
e) Except as specifically provided in this agreement, neither party shall be liable to the other party for any consequential, indirect, punitive, lost profit, lost opportunity, or exemplary damages for any claim or cause of action related to this agreement, whether arising from breach of contract, warranty, tort (including negligence and strict liability), statute, or otherwise. Moreover, notwithstanding anything to the contrary in this agreement, unless the claims or obligations are caused by Consultant’s willful misconduct or gross negligence, the liability of Consultant to City for any obligations, including indemnities, under this agreement shall be limited in aggregate to five million dollars ($5,000,000).

9. MINIMUM SCOPE AND LIMIT OF INSURANCE
Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide, and maintain at its own DPW: 850-20\ev\Council\2025\051325\CI 5473 5726 5710 5760\Fleet Electrification & Battery Projects at the MSC Att

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expense during the term of this Agreement, and any extension thereof, policies of insurance of the type and amounts described below and in a form that is satisfactory to City.

Coverage shall be at least as broad as:
(a).Commercial General Liability (CGL): Consultant shall, at Consultant's sole cost and expense and throughout the term of this Agreement, and any extensions thereof, carry General Liability insurance coverage at least as broad as Insurance Services form CG 00 01 in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate for bodily injury, personal and advertising injury and property damage, including without limitation, blanket contractual liability.
(b).Automobile Liability: Consultant shall, at Consultant's sole cost and expense and throughout the term of this Agreement, and any extensions thereof, carry Automobile Liability insurance coverage at least as broad as Insurance Services form CA 00 01 or the exact equivalent covering bodily injury and property damage for all activities of Consultant arising out of or in connection with the work to be performed under this Agreement, including coverage of any owned, hired, non-owned, or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident.
(c).Worker’s Compensation: Consultant shall, at Consultant's sole cost and expense and throughout the term of this Agreement, and any extensions thereof, carry workers’ compensation statutory benefits as required by law with employer’s liability limits no less than $1,000,000 per accident for bodily injury or disease. Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its elected officials, officers, agents, employees and volunteers for all work performed by Consultant, its employees, agents and subcontractors.
(d).Professional Errors and Omissions Insurance: Consultant shall, at Consultant’s sole cost and expense throughout the term of this Agreement, and any extensions thereof, carry professional errors and omissions coverage of no less than $1,000,000 per occurrence or claim, $2,000,000 aggregate, with tail coverage for an extended reporting period of three (3) years.

If Consultant maintains higher limits than the minimum shown above, City requires and shall be entitled to coverage for the higher limits maintained by Consultant.

Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.

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Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:

Additional Insured Status
City, its elected officials, officers, agents, employees and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of Consultant including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10 10 01 and CG 20 37 10 01 if a later edition is used). The provision shall also apply to any excess liability policies. In addition, Consultant shall ensure that the automobile liability policy contains a provision covering City as an additional insured, and shall obtain an endorsement to that effect if it does not.

Excess Insurance
The limits of insurance required in this agreement may be satisfied by a combination of primary and umbrella or excess insurance. Umbrella or excess policies shall provide coverage at least as broad as specified for underlying coverages and covering those insured in the underlying policies. Coverage shall be “pay on behalf” with defense costs payable in addition to policy limits. There shall be no cross-liability exclusion of claims or suits by one insured against the other. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and no-contributory basis for the benefit of City as required in written contract or agreement before City’s own insurance or self-insurance shall be called upon to protect it as a named insured.

City’s Rights of Enforcement
In the event any policy of insurance required under this Agreement does not comply with these specifications or is cancelled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant, or City will withhold amounts sufficient to pay premium from Consultant’s payments. In the alternative, City may cancel this Agreement.

City’s Right to Revise Specifications
City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant ninety (90) days DPW: 850-20\ev\Council\2025\051325\CI 5473 5726 5710 5760\Fleet Electrification & Battery Projects at the MSC Att

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advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation.

Primary and Non-Contributory Coverage
For any claims related to this Agreement, Consultant's insurance coverage shall be primary insurance as respects City, its elected officials, officers, agents, employees and volunteers. Any insurance or self-insurance maintained by City, its officers, officials, employees or volunteers shall be excess of Consultant's insurance and shall not contribute with it and shall be at least as broad as CG 20 01 04 13.

Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to City.

Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by City. City may require Consultant to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.

Acceptability of Insurers
All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with a current A.M. Best’s rating of no less than A:VII, (unless otherwise acceptable to City).

Waiver of Subrogation
All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its elected officials, officers, agents, employees or volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications - to waive their right of recovery prior to a loss. Consultant hereby waives his own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subcontractors. Copies of these waivers shall be submitted to City prior to commencement of work.

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Claims Made Policies
If any of the required policies provided coverage on a claims-made basis:
(a). The Retroactive Date must be shown and must be before the date of the Agreement or the beginning of contract work.
(b). Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the work required under this Agreement.
(c). If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Agreement effective date, Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of Agreement work.

Verification of Coverage
Consultant shall provide City with copies of certificates (on City certificate form or an Accord form as modified per City direction) for all policies, with the appropriate named additional insured coverage and an endorsement that they are not subject to cancellation without 30 days prior written notice to City. All certificates and endorsements are to be received and approved by City before work commences.

However, failure to obtain the required documents prior to the work beginning shall not waive Consultant's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

Subcontractors
Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a form at least as broad as CG 20 38 04 13.

10. RELATION OF THE PARTIES
a.Consultant is and shall at all times remain as to the City a wholly independent contractor. The personnel performing the services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither City nor any of its officers, employees, agents, or volunteers shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that it or DPW: 850-20\ev\Council\2025\051325\CI 5473 5726 5710 5760\Fleet Electrification & Battery Projects at the MSC Att

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any of its officers, employees or agents are in any manner officers, employees or agents of the City. Consultant shall not incur or have the power to incur any debt, obligation or liability whatever against City, or bind City in any manner. b.No employee benefits shall be available to Consultant in connection with the performance of this Agreement. Except for the fees paid to Consultant as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing services hereunder.

11. CORRECTIONS
In addition to the above indemnification obligations, Consultant shall correct, at its expense, all errors in the work that may be disclosed during City's review of Consultant's report or plans. Should Consultant fail to make such correction in a reasonably timely manner, such correction shall be made by City, and the cost thereof shall be charged to Consultant or withheld from any funds due to Consultant hereunder.

12. TERMINATION BY CITY
City Manager or his or her designee may terminate without cause any or all of the services agreed to be performed under this Agreement upon ten (10) calendar days’ written notice. If termination is for cause, no advance notice need be given. In the event of termination, Consultant shall have the right and obligation to immediately assemble work in progress for the purpose of closing out the job.

All compensation for actual work performed and charges outstanding at the time of termination shall be payable by City to Consultant within 30 days following submission of a final statement by Consultant unless termination is for cause. In such event, Consultant shall be compensated only to the extent required by law.

13. ACCEPTANCE OF FINAL PAYMENT CONSTITUTES RELEASE
The acceptance by Consultant of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Consultant for anything done, furnished, or relating to Consultant's work or services. Acceptance of payment shall be any negotiation of City's check or the failure to make a written extra compensation claim within 10 calendar days of the receipt of that check. However, approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Consultant, its employees, subcontractors, agents and consultants for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by City for any defect or error in the work prepared by Consultant, its employees, subcontractors, agents and consultants.

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14. AUDIT OF RECORDS
Consultant shall maintain, in accordance with generally accepted accounting principles, complete and accurate records of all activities and operations relating to this Agreement. Records, including but not limited to, timecards, employment records, work progress reports, reimbursements, invoices, project records, proprietary data and information, as well as licensed software and any electronic records shall be kept for a period of four years beyond the termination of this Agreement. Consultant agrees that City, or its authorized representative, shall have the right to examine, audit, excerpt, copy or transcribe any of the records pertaining to this Agreement at any time during normal business hours. Consultant shall reimburse City for all reasonable costs of the audit, including travel time and auditor costs, should such audit reveal an overcharge of five (5) percent or more. Any overcharge will be considered a breach of this Agreement and could be cause for termination. The obligations of this section shall be explicitly included in any subcontracts or other agreements entered into by Consultant with respect to this Agreement.

15. WAIVER; REMEDIES CUMULATIVE
Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by the other party, irrespective of the length of time for which such failure continues, shall not constitute a waiver of such party's right to demand strict compliance by such other party in the future. No waiver by a party of a default or breach of the other party shall be effective or binding upon such party unless made in writing by such party, and no such waiver shall be implied from any omissions by a party to take any action with respect to such default or breach. No express written waiver of a specified default or breach shall affect any other default or breach, or cover any other period of time, other than any default or breach and/or period of time specified. All of the remedies permitted or available to a party under this Agreement, or at law or in equity, shall be cumulative and alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right of remedy.

16. CONFLICT OF INTEREST
Consultant is unaware of any City employee or official that has a financial interest in Consultant's business. During the term of this Agreement and/or as a result of being awarded this Agreement, Consultant shall not offer, encourage or accept any financial interest in Consultant's business by any City employee or official.

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17. FEDERAL REQUIREMENTS
Consultant acknowledges that federal funds may be used for this Agreement and that Consultant is required to comply with all material obligations required by federal (Exhibit “D”) or state law in reporting work completed with said funds, and certifies that Consultant and its subcontractors are eligible to participate in this Federally funded contract, pursuant to the “System for Award Management (SAM)” as maintained by the General Services Administration and required by 2 CFR, part 180.

Consultant shall also comply with the federal Americans with Disability Act, Public Law 101-336, and observe the disability discrimination prohibitions of such laws in the performance of the work required under this Agreement.

18. CONSTRUCTION OF LANGUAGE OF AGREEMENT
The provisions of this Agreement shall be construed as a whole according to its common meaning of purpose of providing a public benefit and not strictly for or against any party. It shall be construed consistent with the provisions hereof, in order to achieve the objectives and purposes of the parties. Wherever required by the context, the singular shall include the plural and vice versa, and the masculine gender shall include the feminine or neutral genders or vice versa.

19. MITIGATION OF DAMAGES
In all situations arising out of this Agreement, the parties shall attempt to avoid and minimize the damages resulting from the conduct of the other party.

20. GOVERNING LAW
This Agreement, and the rights and obligations of the parties, shall be governed and interpreted in accordance with the laws of the State of California.

Should litigation occur, venue shall be in Superior Court of Ventura County.

21. TAXPAYER IDENTIFICATION NUMBER
Consultant shall provide City with a complete Request for Taxpayer Identification Number and Certification, Form W-9, as most recently issued by the Internal Revenue Service.

22. NON-APPROPRIATION OF FUNDS
Payments due and payable to Consultant for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of City funds. In the event City has not appropriated sufficient funds DPW: 850-20\ev\Council\2025\051325\CI 5473 5726 5710 5760\Fleet Electrification & Battery Projects at the MSC Att

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for payment of Consultant’s services beyond the current fiscal year, this Agreement shall cover only those costs incurred up to the conclusion of the current fiscal year.

23. MODIFICATION/AMENDMENT OF AGREEMENT
Any amendment, modification, or variation of the terms or tasks of this Agreement shall be in writing and shall be effective only upon the mutual written approval of the City and Consultant.

24. USE OF THE TERM “CITY”
Reference to “City” in this Agreement includes the City Manager or any authorized representative acting on behalf of City.

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

26. CAPTIONS
The captions or headings in this Agreement are for convenience only and in no other way define, limit or describe the scope or intent of any provision or section of the Agreement.

27. AUTHORIZATION
Each party has expressly authorized the execution of this Agreement on its behalf and binds said party and its respective administrators, officers, directors, shareholders, divisions, subsidiaries, agents, employees, successors, assigns, principals, partners, joint venturers, insurance carriers and any others who may claim through it to this Agreement.

28. ENTIRE AGREEMENT BETWEEN PARTIES
Except for Consultant's proposals and submitted representations for obtaining this Agreement, this Agreement supersedes any other agreements, either oral or in writing, between the parties hereto with respect to the rendering of services and contains all of the covenants and agreements between the parties with respect to said services.

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29. PARTIAL INVALIDITY
If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.

30. NOTICES
Any notice required to be given hereunder shall be deemed to have been given by depositing said notice in the United States mail, postage prepaid, and addressed as follows:

TO CITY: John Brooks, Public Works Department
City of Thousand Oaks
2100 Thousand Oaks Boulevard
Thousand Oaks, CA 91362
TO CONSULTANT: Byron Pakter, CEO
5201 Great America Pkwy #320
Santa Clara, CA 95054
[email protected]

31. SIGNATURES
(a)Counterparts. This Agreement may be executed in two or more counterparts, each of which together shall be deemed an original, but all of which together shall constitute one and the same instrument.
(b)Scanned Signatures. In the event that any signature is delivered by facsimile transmission or submitted electronically as a scanned image (i.e. files with .pdf, .tiff or .jpeg extensions), such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or scanned signature page were an original thereof.
(c)Digital/Electronic Signatures. This Agreement may be executed through the use of digital or electronic signatures provided they meet the requirements of the Electronic Signatures in Global and National Commerce (ESIGN) Act and the California Uniform Electronic Transactions Act (UETA) and are produced using a City-approved method. The presence of an electronic signature on this document shall be construed as the parties’ consent to do business electronically.

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32. LEVINE ACT COMPLIANCE
California Government Code section 84308 (Levine Act) prohibits any Thousand Oaks City Council member from participating in any action related to a contract, agreement, or franchise agreement if the councilmember receives a campaign contribution totaling more than $500 (aggregated) from the party to the contract, agreement, or franchise agreement, an agent of the party, or any financially interested participant who actively supports or opposes the matter within the previous twelve (12) months. Councilmembers must also disclose any eligible campaign contribution received on the record of the proceeding.

Councilmembers are also prohibited from soliciting, accepting or directing campaign contributions totaling more than $500 (aggregated) from the applicant or party, an agent of the applicant/party, or any financially interested participant who actively supports or opposes the matter within the previous twelve (12) months, and for twelve (12) months following the date a final decision on the contract/agreement is made.

The Levine Act also requires parties to a contract, agreement, or franchise agreement to disclose any campaign contribution over $500 (aggregated) within the preceding twelve (12) months by the party to the agreement, contract, or franchise agreement. The Levine Act does not apply to contracts under $50,000, competitively bid, labor, or personal employment contracts. An agent to the Party/Consultant/Service Provider is prohibited from making any contributions whatsoever during this time period.

In order to assure compliance with these requirements, Party/Consultant/Service Provider has provided the disclosure requirements identified in the Levine Act Disclosure Form, attached as Exhibit “E,” incorporated herein by reference, and Party/Consultant/Service Provider verifies by its signature that it has completed Exhibit “E” in compliance of these requirements.

Party/Consultant/Service Provider shall also be responsible for understanding and complying with requirements of Government Code section 84308, which prohibits parties to a contract/agreement, as well as their agents and representatives, from contributing more than $500 (aggregated) to a City Council member of the City of Thousand Oaks for the 12 months prior to the award of this Contract/Agreement, and for the 12 months following award of this Contract/Agreement. . An agent to the Party/Consultant/Service Provider is prohibited from making any contributions whatsoever during this time period. Where applicable, Party/Consultant/Service Provider shall disclose any post award campaign contributions prior to seeking an amendment to this Contract/Agreement.

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In concurrence and witness whereof, this Agreement has been executed by the parties effective on the date and year first above written.

OPTONY, INC.

Byron Pakter, Chief Executive Officer
Jonathan Whelan
Corporation Secretary

CITY OF THOUSAND OAKS
____________________________________
David Newman, Mayor
ATTEST:
___________________________________
Laura B. Maguire, City Clerk
APPROVED AS TO ADMINISTRATION:

Andrew P. Powers, City Manager
APPROVED BY DEPARTMENT HEAD:

Nader Heydari, Public Works Director
APPROVED AS TO FORM:

Office of the City Attorney
Tracy Friedl, Assistant City Attorney

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EXHIBIT A

SCOPE OF WORK
Clean Power Alliance (CPA) Electrification Grant Technical Services CPA Technical Assistance (CPA Reimburses City)
Task 1 - RFP and Contractor Selection
a. Limited Optony Support:
i. Assist staff in composing RFP for design-build electrification project at MSC
ii. Organize and coordinate pre-proposal meeting logistics with City Project Manager
iii. Assist City Attorney’s Office to draft contract agreement with selected design-build contractor
iv. Coordinate interview logistics
b. Optony to Lead:
i. Draft addenda to RFP for staff approval and posting
ii. Coordinate proposal review with City Project Manager Task 2 - Contract Administration
a. Limited Optony Support:
i. Assist in the development of staff reports and City Council presentations needed for agreement and amendments
ii. Assist City’s Project Manager with final contract negotiations and agreement language with design-build contractor
iii. Develop invoice template
iv. Track preliminary notices from subcontractors
v. Verify payment and performance bond from contractor prior to start of construction
Task 3 – Optional extra services (CPA-approved reimbursable items) Unanticipated extra services necessary for completion of the contract. Must be pre-approved by CPA and the City.

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Construction Administration - City Funded
Task 4 - Project Design Review, Plan Check, and related meetings to support the Municipal Service Center (MSC) Design-Build EV electrification project.
a. Expert, independent review of 30%, 60%, 90%, and 100% engineering documents, components, and system designs to ensure that they meet technical and contractual requirements and industry best practices. b. Evaluation of system safety and security measures to minimize risks from damage, theft, and third-party claims.
c. Recurring monthly project meetings
d. Workshop with City prior to design finalization
e. Support permitting process with City Building Division f. Support coordination of geotechnical and utility locating surveys performed by selected vendor(s)
Task 5 - Project Construction & Commissioning
a. Coordination of construction kickoff meeting with contractor and City b. Recurring biweekly project meetings
c. Oversee compliance inspections, change orders, and/or amendment review and negotiation with contractor, review progress payment requests d. Oversee and validate project commissioning
e. Optony to Lead:
i. project schedule
ii. review fabrication submittals,
iii. review construction submittals,
iv. hold pre-construction meeting,
v. coordinate site mobilization,
vi. coordinate and verify material delivery,
vii. coordinate construction activities with contractor, Facilities Division, and site staff,
viii. respond to and resolve unexpected incidents on site ix. conduct construction inspections (3 in total; additional inspections will be charged at $2,000 each)
f. Limited Optony Support:
i. review certified payrolls and submittal to DIR,
ii. coordinate Building Division inspections (electrical and structural, such as concrete and equipment pads),
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iii. coordinate 3rd party material testing and inspections (structural, such as concrete carport foundations and roofs)
Task 6 – Optional extra services (funded by City)
Related items falling outside the scope of the CPA electrification grant, including additional site inspections and meetings with the contractor installing the FEMA Battery Microgrid grant at the Municipal Service Center. Pre-approval by City required.

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EXHIBIT B

SCHEDULE OF FEES
Fleet Electrification Services Reimbursed by CPA Grant* Task Hours Budget Requirements
1 RFP and Contractor Selection 130 $25,000
2 Contract Administration 100 $20,000
3 Extra Services (CPA approved items) 75 $15,000
Requires CPA
approval

$60,000
Additional MSC Design-Build Services – City Funded
Task Hours Budget Requirements
4 Project Design Review, Plan Check
and Related Meetings 220 $43,000
5 Project Construction and
Commissioning 290 $57,000
6 Extra Services for non-CPA
Approved tasks and Additional Site
Walks $35,000
City Project
Manager Approval

$135,000
Contract Total $195,000
Hourly rates for extra services work under Tasks 3 and 7.

Fee Schedule
Hourly
Rate
Officer in Charge $325
VP – Onsite Energy $225
Director $210
Project Manager $200
Lead Analyst $190
Associate Analyst $180
* Tasks 1-3 are preapproved for reimbursement by Clean Power Alliance DPW: 850-20\ev\Council\2025\051325\CI 5473 5726 5710 5760\Fleet Electrification & Battery Projects at the MSC Att

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EXHIBIT C

SCHEDULE
Task
Delivery
(working days)
Compose meeting minutes (not including routine
meetings with contractor for which contractor will
compose minutes)
1 Review overall and 3-week lookahead schedules 2
Review progress payment requests from contractor 2
Review design submittals 10
Review construction submittals 5
Review change order requests 3
Develop punch list following site walk 2
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EXHIBIT D

FEDERALLY REQUIRED AND OTHER MODEL CONTRACT CLAUSES
The following FTA terms and requirements are incorporated into the contract:

1.Incorporation of Federal Transit Administration (FTA) Terms This provision applies to all agreements
The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1F are hereby incorporated by reference.

Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any Gold Coast Transit District requests which would cause Gold Coast Transit District to be in violation of the FTA terms and conditions.

2.No Obligation by the Federal Government
This provision applies to all agreements
a. CITY and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Purchaser, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract.
b. The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions.

3.Federal Changes
This provision applies to all agreements
The Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between CITY and FTA, as they may be amended or promulgated from time to time during the term of this contract. Contractor's failure to so comply shall constitute a material breach of this contract.

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4.Civil Rights
This provision applies to all agreements
The following requirements apply to the underlying contract:
(1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332 and 49 CFR part 21, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. (2) Equal Employment Opportunity - The following equal employment opportunity requirements apply to the underlying contract:
(a) Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal
Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et seq ., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. 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. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue.
(b) Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § § 623, Federal transit law at 49 U.S.C. § 5332, the Equal Employment Opportunity DPW: 850-20\ev\Council\2025\051325\CI 5473 5726 5710 5760\Fleet Electrification & Battery Projects at the MSC Att

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Commission (U.S. EEOC) regulations, “Age Discrimination in Employment Act,” 29 C.F.R. part 1625, the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6101 et seq., U.S. Health and Human Services regulations, “Nondiscrimination on the Basis of Age in Programs or Activities Receiving Federal Financial Assistance,” 45 C.F.R. part 90, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue.
(c) Disabilities - In accordance with section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12101 et seq., the Architectural Barriers Act of 1968, as amended, 42 U.S.C. § 4151 et seq., and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against individuals on the basis of disability, and that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue.
(3) The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties.

5.Access to Records
This provision applies to all agreements
The Contractor agrees to the following access to records requirements:
a. To provide CITY, the FTA Administrator, the Comptroller General of the United States or any of their authorized representatives access to any books, documents, papers and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. Contractor also agrees, pursuant to 49 C. F. R. 633.17 to provide the FTA Administrator or his authorized representatives including any PMO Contractor access to Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311.
b. To make available in the case of a contract for a capital project or improvement, as defined above and awarded by other than competitive DPW: 850-20\ev\Council\2025\051325\CI 5473 5726 5710 5760\Fleet Electrification & Battery Projects at the MSC Att

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bidding in accordance with 49 U.S.C. 5325(a), records related to the contract to CITY, the Secretary of Transportation and the Comptroller General or any authorized officer or employee of any of them for the purposes of conducting an audit and inspection.
c. To maintain all books, records, accounts and reports required under this contract for a period of not less than three years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Contractor agrees to maintain same until CITY, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(i)(11). d. To permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed.

6.Program Fraud and False or Fraudulent Statements or Related Acts This provision applies to all agreements
a. The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate.
b. The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Contractor, to the extent the Federal Government deems appropriate.
c. The Contractor agrees to include the above two clauses in each DPW: 850-20\ev\Council\2025\051325\CI 5473 5726 5710 5760\Fleet Electrification & Battery Projects at the MSC Att

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subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions.

7.Energy Conservation
This provision applies to all agreements
The Contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act.

8.Disadvantaged Business Enterprise (DBE) Participation Goal This provision applies to all agreements
a. General DBE Requirements: In accordance with Federal financial assistance agreements with the U.S. Department of Transportation (U.S. DOT), CITY has adopted a Disadvantaged Business
Enterprise (DBE) Policy and Program, in conformance with Title 49 CFR Part 26, “Participation by Disadvantaged Business Enterprises in Department of Transportation Programs” (the “Regulations”). This contract is subject to these stipulated regulations. In order to ensure that CITY achieves its overall DBE Program goals and objectives, CITY encourages the participation of DBEs as defined in 49 CFR 26 in the performance of contracts financed in whole or in part with U.S.

DOT funds.

It is the policy of CITY to:

1. Ensure nondiscrimination in the award and administration of DOT-assisted contracts;

2. Create a level playing field on which DBE’s can compete fairly for DOT-assisted contracts;

3. Ensure that the DBE program is narrowly tailored in accordance with applicable law;

4. Ensure that only firms that fully meet 49 C.F.R. part 26 eligibility standards are permitted to participate as DBE’s;

5. Help remove barriers to the participation of DBEs in DOT assisted contracts;

6. To promote the use of DBEs in all types of federally assisted contracts and procurement activities; and
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7. Assist in the development of firms that can compete successfully in the marketplace outside the DBE program.
b. Discrimination: Contractor shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of subcontracts. Any terms used herein that is defined in 49 CFR Part 26, or elsewhere in the Regulations, shall have the meaning set forth in the Regulations.
c. CITY’s Race-Neutral DBE Program: A race-neutral DBE Program is one that, while benefiting DBEs, is not solely focused on DBE firms.

Therefore, under a race-neutral DBE Program, CITY does not establish numeric race-conscious DBE participation goals on its DOT-assisted contracts. There is no DBE goal on this Project. d. Consultant’s Assurance Clause Regarding Non-Discrimination: In compliance with State and Federal anti-discrimination laws, Contractor affirms that it will not exclude or discriminate on the basis of race, color, national origin, or sex in consideration of contract award opportunities. Further, Contractor affirms that it will consider, and utilize subconsultants and vendors, in a manner consistent with non-discrimination objectives.
e. Violations: Failure by Contractor to carry out these requirements shall be a material breach of the contract, which may result in the termination of the contract or such other remedy as the recipient deems appropriate, which may include, but is not limited to:
(1) Withholding monthly progress payments;
(2) Assessing sanctions;
(3) Liquidated damages; and/or
(4) Disqualifying the Consultant from future bidding as non- responsible 49 C.F.R. § 26.13(b).

9.Federal, State and Local Laws
This provision applies to all agreements
Contractor warrants that in the performance of this Agreement it shall comply with all applicable federal, state and local laws, statutes and ordinances and all lawful orders, rules and regulations promulgated there under. If this contract is funded with federal funds, the Contractor shall also comply with applicable Federal Transit Administration (FTA) directives.

Since laws, regulations, directives, etc. may be modified from time-to-time, the Contractor shall be responsible for compliance as modifications are DPW: 850-20\ev\Council\2025\051325\CI 5473 5726 5710 5760\Fleet Electrification & Battery Projects at the MSC Att

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implemented. The Contractor’s failure to comply shall constitute a material breach of this contract.

10.ADA Access Requirements
This provision applies to all agreements, except materials and supplies The Contractor shall comply with all applicable requirements of the Americans with Disabilities Act of 1990 (ADA), 42 USC Section 12101 et seq; Section 504 of the Rehabilitation Act of 1973, as amended, 29 USC Section 794; 49 USC Section 5301(d).

11.Recycled Products
This provision applies to agreements in excess of over $10,000 per EPA designated items Recovered Materials - The Contractor agrees to comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the procurement of the items designated in Subpart B of 40 CFR Part 247.

12.Termination for Convenience
This provision applies to agreements in excess of $10,000 The performance of work under this contract may be terminated by CITY in accordance with this clause in whole, or from time-to-time in part, whenever CITY shall determine that such termination is in its best interest. Any such termination shall be effected by delivery to the Contractor of a notice of termination specifying the extent to which performance of work under the contract is terminated, and the date upon which such termination becomes effective.

After receipt of a notice of termination, and except as otherwise directed by CITY, the Contractor shall:
a. Stop work under the contract on the date and to the extent specified in the notice of termination;
b. Place no further orders or subcontracts for materials, services or facilities, except as may be necessary for completion of such portion of the work under the contract as is not terminated;
c. Terminate all orders and subcontracts to the extent that they relate to the performance of work terminated by the notice of termination; d. Assign to CITY in the manner, at the times, and to the extent directed by CITY, all of the right, title, and interest of the Contractor under the DPW: 850-20\ev\Council\2025\051325\CI 5473 5726 5710 5760\Fleet Electrification & Battery Projects at the MSC Att

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orders and subcontracts so terminated, in which case CITY shall have the right, in its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; e. Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of CITY, to the extent it may require, which approval or ratification shall be final for all the purposes of this clause; f. Transfer title to CITY and deliver in the manner, at the times, and to the extent, if any, directed by CITY the fabricated or non-fabricated parts, work in process, completed work, supplies, and other material produced as a part of, or acquired in connection with the performance of, the work terminated, and the completed or partially completed plans, drawings, information and other property which, if the contract had been completed, would have been required to be furnished to CITY;
g. Use its best efforts to seek, in the manner at all times, to the extent, and at the price(s) directed or authorized by CITY, any property of the types referred to above, provided, however, that the Contractor shall not be required to extend credit to any purchaser, and may acquire any such property under the conditions prescribed by and at price(s) approved by CITY, and provided further, that the proceeds of any such transfer or disposition shall be applied in reduction of any payments to be made by CITY to the Contractor under this contract shall otherwise be credited to the price or cost of the work covered by this contract or paid in such other manner as CITY may direct; h. Complete performance of such part of the work as shall not have been terminated by the notice of termination;
i. Take such action as may be necessary, or as CITY may direct, for the protection or preservation of the property related to this contract which is in the possession of the Contractor and in which CITY has or may acquire an interest.
j. After termination, the Contractor shall submit a final termination settlement proposal to CITY as directed. If the Contractor fails to submit a proposal within the time allowed, CITY may determine, on the basis of information available, the amount, if any due the Contractor because of the termination and shall pay the amount determined. After the Contractor’s proposal is received, CITY and Contractor shall negotiate a fair and equitable settlement and the contract will be modified to reflect the negotiated agreement. If agreement cannot be reached, CITY may issue a final determination DPW: 850-20\ev\Council\2025\051325\CI 5473 5726 5710 5760\Fleet Electrification & Battery Projects at the MSC Att

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and pay the amount determined. If the Contractor does not agree with this final determination or the determination resulting from the lack of timely submission of a proposal, the Contractor may appeal under the Disputes clause.

13.Termination for Default
This provision applies to agreements in excess of $10,000 a. CITY may, by written notice of default to the Contractor, terminate the whole or any part of this contract if the Contractor fails to make delivery of the supplies or to perform the services within the time specified herein or any extension thereof; or if the Contractor fails to perform any of the other provisions of the contract, or so fails to make progress as to endanger performance of this contract in accordance with its terms, and in either of these two circumstances does not cause such failure to be corrected within a period of ten (10) days (or such longer period as CITY may authorize in writing) after receipt of notice from CITY specifying such failure.
b. If the contract is terminated in whole or in part for default, CITY may procure, upon such terms and in such manner as CITY may deem appropriate supplies or services similar to those so terminated. The Contractor shall be liable to CITY for any excess costs for such similar supplies or services, and shall continue the performance of this contract to the extent not terminated under the provisions of this clause.
c. Except with respect to defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the contract arises out of causes beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor, and if such default arises out of causes beyond the control of both the Contractor and the Subcontractor, and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or services to be furnished by the Subcontractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required project completion schedule.

Payment for completed supplies delivered to and accepted by CITY shall be at the contract price. CITY may withhold from amounts otherwise due the Contractor for such completed supplies such sum as CITY determines to be necessary to protect CITY against loss because of outstanding liens of claims of former lien holders.

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d. If, after notice of termination of this contract under the provisions of this clause, it is determined for any reason that the Contractor was not in default under the provisions of this clause, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to termination for convenience of CITY. The rights and remedies of CITY provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract.

14.Suspension and Debarment
This provision applies to agreements in excess of $25,000 a. The Contractor shall comply and facilitate compliance with U.S. DOT regulations, “Nonprocurement Suspension and Debarment,” 2 C.F.R. part 1200, which adopts and supplements the U.S. Office of Management and Budget (U.S. OMB) “Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement),” 2 C.F.R. part 180. The Contractor shall verify that its principals, affiliates, and subcontractors are eligible to participate in this federally funded contract and are not presently declared by any Federal department or agency to be:
(1) Debarred from participation in any federally assisted Award; (2) Suspended from participation in any federally assisted Award; (3) Proposed for debarment from participation in any federally assisted Award;
(4) Declared ineligible to participate in any federally assisted Award; (5) Voluntarily excluded from participation in any federally assisted Award; or
(6) Disqualified from participation in ay federally assisted Award. b. By signing and submitting its bid, or proposal or contract, the bidder, or proposer certifies as follows:

The certification in this clause is a material representation of fact relied upon by CITY. If it is later determined by CITY that the bidder, or proposer knowingly rendered an erroneous certification, in addition to remedies available to CITY, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The bidder or proposer agrees to comply with the requirements of 2 C.F.R. part 180, subpart C, as supplemented by 2 C.F.R. part 1200, while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder, or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions.

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c. These provisions apply to each contract at any tier of $25,000 or more, and to each contract at any tier for a federally required audit (irrespective of the contract amount), and to each contract at any tier that must be approved by an FTA official irrespective of the contract amount.

15.Buy America
This provisions applies to all agreements in excess of $150,000 and only for tangible property or construction will be acquired)
The Contractor agrees to comply with 49 U.S.C. 5323(j) and 49 CFR Part 661, which provide that Federal funds may not be obligated unless steel, iron, and manufactured products used in FTA-funded projects are produced in the United States, unless a waiver has been granted by FTA or the product is subject to a general waiver. General waivers are listed in 49 CFR 661.7. Separate requirements for rolling stock are set out at 5323(j)(2)(C) and 49 CFR 661.11. Rolling stock not subject to a general waiver must be manufactured in the United States and have a 60 percent domestic content.

An offeror or offeror must submit to the FTA recipient the appropriate Buy America certification (see Attachment G) with all bids on FTA-funded contracts, except those subject to a general waiver. Bids or offers that are not accompanied by a completed Buy America certification must be rejected as nonresponsive.

Construction materials used in the Project are subject to the domestic preference requirement of the Build America, Buy America Act, Pub. L. 117- 58, div. G, tit. IX, §§ 70911 – 70927 (2021), as implemented by the U.S.

Office of Management and Budget’s “Buy America Preferences for Infrastructure Projects,” 2 CFR Part 184

16.Drug and Alcohol Testing
This provision applies to all agreements with safety-sensitive or security issues The Contractor agrees to establish and implement a drug and alcohol testing program that complies with 49 CFR Part 655, produce any documentation necessary to establish its compliance with Part 655, and permit any authorized representative of the United States Department of Transportation or its operating administrations, the State Oversight Agency of California or Gold Coast Transit District, to inspect the facilities and records associated with the implementation of the drug and alcohol testing program as required under 49 CFR Part 655 and review the testing process.

The Contractor agrees further to certify annually its compliance with Part 655 before February 15th and to submit the Management Information System (MIS) reports before February 15th to Alex Zaretsky, HR & Safety DPW: 850-20\ev\Council\2025\051325\CI 5473 5726 5710 5760\Fleet Electrification & Battery Projects at the MSC Att

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Manager, Gold Coast Transit District, 301 East Third St, Oxnard, CA 93030.

To certify compliance the Contractor shall use the "Substance Abuse Certifications" in the "Annual List of Certifications and Assurances for Federal Transit Administration Grants and Cooperative Agreements," which is published annually in the Federal Register.

17.Contract Work Hours & Safety Standards Act
This provision applies to all agreements in excess of $100,000 for construction, rolling stock, and operational) (a) Overtime Requirements: No Contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek.
(b) Violation; Liability for Unpaid Wages; Liquidated Damages: In the event of any violation of the clause set forth in paragraph (a) of this section the Contractor and any subcontractor responsible therefore shall be liable for the unpaid wages. In addition, such Contractor and subcontractor shall be liable to the United States for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (a) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (a) of this section. (c) Withholding for Unpaid Wages and Liquidated Damages: CITY shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the Contractor or subcontractor under any such contract or any other Federal contract with the same prime Contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime Contractor, such sums as may be determined to be necessary to satisfy any liabilities of such Contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (b) of this section.
(d) The Contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraphs (a) through (d) of this section and also a clause requiring the subcontractors to include these clauses in any lower DPW: 850-20\ev\Council\2025\051325\CI 5473 5726 5710 5760\Fleet Electrification & Battery Projects at the MSC Att

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tier subcontracts. The prime Contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (a) through (d) of this section.

18.Disputes
This provision applies to all agreements in excess of $100,000 a. Except as otherwise provided in this Agreement, any dispute concerning a question of fact arising under this Agreement which is not disposed of by supplemental agreement shall be decided by CITY’s Director of Finance and Administration, who shall reduce the decision to writing and mail or otherwise furnish a copy thereof to the Contractor. The decision of the Director of Finance and Administration shall be final and conclusive unless, within thirty (30) days from the date of receipt of such copy, Contractor mails or otherwise furnishes to the Director of Finance and Administration a written appeal addressed to CITY's General Manager. The decision of CITY's General Manager or duly authorized representative for the determination of such appeals shall be final and conclusive.
b. The provisions of this Paragraph shall not be pleaded in any suit involving a question of fact arising under this Agreement as limiting judicial review of any such decision to cases where fraud by such official or his representative or board is alleged, provided, however, that any such decision shall be final and conclusive unless the same is fraudulent or capricious or arbitrary or so grossly erroneous as necessarily to imply bad faith or is not supported by substantial evidence. In connection with any appeal proceeding under this Paragraph, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its appeal.
c. Pending final decision of a dispute hereunder, Contractor shall proceed diligently with the performance of this Agreement and in accordance with the decision of CITY's Director of Finance and Administration.

This "Disputes" clause does not preclude consideration of questions of law in connection with decisions provided for above. Nothing in this Agreement, however, shall be construed as making final the decision of any CITY official or representative on a question of law, which questions shall be settled in accordance with the laws of the State of California.

19.Clean Water
This provision applies to all agreements in excess of $150,000 a. The 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. The Contractor DPW: 850-20\ev\Council\2025\051325\CI 5473 5726 5710 5760\Fleet Electrification & Battery Projects at the MSC Att

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agrees to report each violation to CITY and understands and agrees that CITY will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. b. The Contractor further agrees that:
(1) It will not use any violating facilities;
(2) It will report the use of facilities placed on or likely to be placed on the U.S. EPA “List of Violating Facilities;”
(3) It will report violations of use of prohibited facilities to FTA; and (4) It will comply with the inspection and other requirements of the Clean Air Act, as amended, (42 U.S.C. §§ 7401 – 7671q); and the Federal Water Pollution Control Act as amended, (33 U.S.C. §§ 1251-1387).

The Contractor also agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FTA.

20.Clean Air
This provision applies to all agreements in excess of $150,000 a. The 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. The Contractor agrees to report each violation to CITY and understands and agrees that CITY will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office.
b. The Contractor further agrees that:
(1) It will not use any violating facilities;
(2) It will report the use of facilities placed on or likely to be placed on the U.S. EPA “List of Violating Facilities;”
(3) It will report violations of use of prohibited facilities to FTA; and (4) It will comply with the inspection and other requirements of the Clean Air Act, as amended, (42 U.S.C. §§ 7401 – 7671q); and the Federal Water Pollution Control Act as amended, (33 U.S.C. §§ 1251-1387).
c. The Contractor also agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FTA.

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21.Lobbying
This provision applies to all agreements in excess of $100,000 See the Byrd Anti-Lobbying Amendment, 31 U.S.C. 1352, as amended by the Lobbying Disclosure Act of 1995, P.L. 104-65 [to be codified at 2 U.S.C. § 1601, et seq.] - Contractors who apply or bid for an award of $100,000 or more shall file the certification required by 49 CFR part 20, "New Restrictions on Lobbying.” 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 shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non-Federal funds with respect to that Federal contract, grant or award covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to the recipient. The Offeror shall complete and submit with its bid/proposal the attached Certification Regarding Lobbying (Attachment H- Part I), and if applicable, the Standard Form-LLL, “Disclosure Form to Report Lobbying” (Attachment H- Part II).

22.Safe Operation of Motor Vehicles
Applies to all federally funded third party contracts
Pursuant to Federal Executive Order No. 13043, “Increasing Seat Belt Use in the United States,” April 16, 1997, 23 U.S.C. Section 402 note, FTA encourages each third party contractor to adopt and promote on-the-job seat belt use policies and programs for its employees and other personnel that operate company owned, rented, or personally operated vehicles, and to include this provision in each third party subcontract involving the project.
a. The Contractor is encouraged to adopt and promote on-the-job seat belt use policies and programs for its employees and other personnel that operate company-owned vehicles, company-rented vehicles, or personally operated vehicles. The terms “company-owned” and “company-leased” refer to vehicles owned or leased either by the Contractor or CITY.
b. The Contractor agrees to adopt and enforce workplace safety policies to decrease crashes caused by distracted drivers, including policies to ban text messaging while using an electronic device supplied by an employer, and driving a vehicle the driver owns or rents, a vehicle Contactor owns, leases, or rents, or a privately- owned vehicle when on official business in connection with the work performed under this contract.

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23.Additional Notice to U.S. DOT Inspector General
Applies to all federally funded third party contracts
The Contractor must promptly notify the U.S. DOT Inspector General in addition to the FTA Chief Counsel or Regional Counsel for the Region in which the Recipient is 95 located, if the Contractor has knowledge of potential fraud, waste, or abuse occurring on a Contract receiving assistance from FTA. The notification provision applies if a person has or may have submitted a false claim under the False Claims Act, 31 U.S.C. § 3729, et seq., or has or may have committed a criminal or civil violation of law pertaining to such matters as fraud, conflict of interest, bid rigging, misappropriation or embezzlement, bribery, gratuity, or similar misconduct involving federal assistance. This responsibility occurs whether the Project is subject to this Agreement, or another agreement funded through FTA. It also applies to subcontractors at any tier. Knowledge, as used in this paragraph, includes, but is not limited to, knowledge of a criminal or civil investigation by a Federal, state, or local law enforcement or other investigative agency, a criminal indictment or civil complaint, or probable cause that could support a criminal indictment, or any other credible information in the possession of the Contractor. In this paragraph, “promptly” means to refer information without delay and without change.

This notification provision applies to all divisions of the Contractor, including divisions tasked with law enforcement or investigatory functions.

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EXHIBIT E

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