PIGGYBACK AGREEMENT
BETWEEN
CITY OF THOUSAND OAKS
AND
SPECIALIZED ELEVATOR SERVICES LLC
This Piggyb
ack Agreement (“Contract”) of is made and entered into this 1st day of July 2026 ("Effective Date"), by and between the City of Thousand Oaks (hereinafter referred to as "City"), and Specialized Elevator Services, LLC (hereinafter referred to as “Service Provider”).
W I T N E S S E
T H:
WHEREAS, on O
ctober 1, 2025, the City of Long Beach, acting as lead agency for Axia Cooperative awarded Contract No. 37458 for Elevator Installation, Maintenance, Repair, and Related Services , (the “Master Agreement”) attached as Exhibit A, which permits governmental entities to procure services in accordance with terms and conditions set forth in the Master Agreement; and
WHEREAS, City has
chosen to become a participating government agency under the Master Agreement, and City has registered with Axia Cooperative to become a participating government agency and is eligible to utilize the Master Agreement; and WHEREAS, the un
dersigned representative of City is authorized, on behalf of City , to contract with Service Provider for the purchase of Elevator Installation, Maintenance, Repair, and Related Services, in accordance with the terms of the Master Agreement and this Contract.
NOW, THEREFO
RE, in consideration of the mutual covenants, benefits and promises herein stated and in conjunction with the Master Agreement referenced, the parties hereto agree to the following terms and conditions:
1. INCORPORATION OF MASTER AGREEMENT.
The purpose of this Contract is to allow the City to purchase Elevator Installation, Maintenance, Repair, and Related Services, from Service Provider at the discounted prices set forth in the Master Agreement. To that end, the Master Agreement is hereby incorporated by reference as if set forth herein in its entirety, including all subsequent amendments thereto.
2. TERM OF AGREEMENT.
This Contract shall expire on September 30, 2027 or as set forth in the Master Agreement, which may be extended up to three additional one-year extensions upon the request of the City of Long Beach and written agreement by Service Provider.
ATTACHMENT #2
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3. CONTRACT AMOUNT.
Pricing shall be that set forth in accordance with the Master Agreement and stated in Exhibit B in the Schedule of Fees. The total not-to-exceed amount for this Contract is $525,546.
4. INSURANCE REQUIREMENTS
The Service Provider will agree to carry all insurance, as listed in Exhibit C, which may be required by federal and state laws, state and city ordinances, charters, regulations, and codes. The Service Provider certifies that it has now and will continue to have in full force and effect the certificates of insurance. Copies of the insurance certificates shall be provided to the City within ten (10) days upon request.
All Insurance shall be issued by an insurance company authorized by the Insurance Department to transact business in the State. No policy shall expire, be canceled or materially changed to affect coverage available to the City without thirty (30) days ’ written notice to the City.
5. HOLD HARMLESS AND INDEMNITY
(a) Hol d Harmless for Service Provider's Damages. Service Provider holds City, its elected officials, officers, agents, employees and volunteers, harmless from all of Service Provider's claims, demands, lawsuits, judgments, damages, losses, injuries or liability to Service Provider, to Service Provider's employees, to Service Provider’s or Subcontractors, or to the owners of Service Provider's firm, which damages, losses, injuries or liability occur during the work or services required under this Contract, or performance of any activity or work required under this Contract.
(b) Defense and Indemnity of Third Party Claims/Liability. Service Provider shall indemnify, defend with legal counsel approved by City, and hold harmless City, its elected officials, officers, agents, employees and volunteers from and against all liability including, but not limited to, loss, damage, expense, co st (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 Service Provider’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 Contract, 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 Service Provider, or should City otherwise find Service Provider’s legal counsel unacceptable, then Service Provider shall reimburse City its costs of defense, including without limitation reasonable legal counsel fees, expert fees and all other costs and fees of litigation. Service Provider shall promptly pay City any final judgment rendered against City (and its officers, officials, employees an d volunteers) with respect to claims determined by a trier of fact to have been the result of Service Provider’s negligent, 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 or expiration of this Contract.
Servi
ce Provider’s obligations under this section apply regardless of whether or not FIN: 201-10\jkb\H:\COMMON\Council\2026\Facilities\060926 Piggyback Agreement Elevator Maint Svcs Attach 2.pdf
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 Contract, Service Provider 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 Contract 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 Service Provider will be for that entire portion or percentage of liability not attributable to the active negligence of City. (c) Non
waiver. 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 Exhibit C.
6. NON-APPROPRIATION OF FUNDS
Payments due and payable to Service Provider 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 for payment of Service Provider services beyond the current fiscal year, this Contract shall cover only those costs incurred up to the conclusion of the current fiscal year.
7. GOVERNING LAW; CAPTIONS; ENTIRE CONTRACT BETWEEN PARTIES This Contract, and the rights and obligations of the parties, shall be governed and interpreted in accordance with the laws of the State of California. The provisions of this Contract 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.
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. The captions or headings in this Contract are for convenience only and in no other way define, limit or describe the scope or intent of any provision or section of the Contract. Except as otherwise stated in this Contract, this Contract supersedes any other Contracts, either oral or in writing, between the parties hereto with respect to the rendering of services and contains all of the covenants and contracts between the parties with respect to said services. Any modifications of this Contract will be effective only if it is in writing and signed by the party to be charged.
8. OTHER TERMS
Service Provider shall abide by all terms in this Contract, as well as those listed in the Master Agreement a nd Exhibit C to this Contract . In the event of a conflict between the Contract and the terms found in Exhibit C, those terms found in Exhibit C shall govern.
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9. NOTICES
All notices, requests, demands and other communications under this Contract shall be given in writing. Such notices shall be deemed to have been given when delivered in person or three (3) business days after being sent via certified mail or upon delivery if sent via reputable overnight delivery service and addressed to the appropriate party at its mailing address set forth below:
To City: Ci
ty of Thousand Oaks
2100 Thousand Oaks Blvd.
Thousand Oaks, CA 91362
Attn: Joshua Koenig-Brown, Facilities Manager
To Servi
ce Provider: Specialized Elevator Services, LLC
14320 Iseli Rd.
Santa Fe Springs, CA 90670
Attn: Bill Brossia, Account Manager
10. TERMI
NATION FOR CONVENIENCE.
Either party may terminate this Contract for convenience by providing the other party sixty (60) days prior written notice.
11. LEVI
NE 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 Council member receives a campaign contribution totaling more than $500 (aggregated) from the party to the contract, agreement or franchise agreement, their agents, or any financially interested participant who actively supports or opposes the matter within the previous twelve (12) months. Council members must also disclose any eligible campaign contribution received on the record of the proceeding.
Council members 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 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 competitively bid, labor, or personal employment contracts.
In order to assure compliance with these requirements, Service Provider has provided the disclosure requirements identified in the Levine Act Disclosure Form, attached as Exhibit D, incorporated herein by reference, and Service Provider FIN: 201-10\jkb\H:\COMMON\Council\2026\Facilities\060926 Piggyback Agreement Elevator Maint Svcs Attach 2.pdf
verifies by its signature that it has completed Exhibit D in compliance of these requirements.
Service Provider shall also be responsible for understanding and complying with requirements of Government Code section 84308, which prohibits parties to a contract, 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 award of this Contract, and for the 12 months following award of this Contract. Where applicable, Service Provider shall disclose any post award campaign contributions prior to seeking an amendment to this Contract.
12. SIGNATURES.
Digital/Electronic Signatures. This Contract 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.
IN WITNESS W
HEREOF, City and Service Provider have executed this Contract as of the Effective Date.
SPECIALIZED EL
EVATOR LLC CITY OF THOUSAND OAKS
By: By:
Name: Mikey Taylor
Title: Regional Vice President Title: Mayor
Date: Date:
ATTEST:
Laura B. Maguire, City Clerk
APPROVED AS TO ADMINISTRATION:
Andrew P. Powers, City Manager
Name: Ken Dixon
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APPROVED BY DEPARTMENT HEAD:
Jaime Boscarino, Finance Director
APPROVED AS TO FORM:
Office of the City Attorney
By: Tracy Friedl, Assistant City Attorney
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EXHIBIT A
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FIN: 201-10\jkb\H:\COMMON\Council\2026\Facilities\060926 Piggyback Agreement Elevator Maint Svcs Attach 2.pdf
FIN: 201-10\jkb\H:\COMMON\Council\2026\Facilities\060926 Piggyback Agreement Elevator Maint Svcs Attach 2.pdf
FIN: 201-10\jkb\H:\COMMON\Council\2026\Facilities\060926 Piggyback Agreement Elevator Maint Svcs Attach 2.pdf
FIN: 201-10\jkb\H:\COMMON\Council\2026\Facilities\060926 Piggyback Agreement Elevator Maint Svcs Attach 2.pdf
FIN: 201-10\jkb\H:\COMMON\Council\2026\Facilities\060926 Piggyback Agreement Elevator Maint Svcs Attach 2.pdf
SPECI
ALIZED ELEVATOR, INC.
SCHEDULE OF FEES
(Valid July 1, 2026 – June 30, 2030)
SUMMARY SCHEDULE OF FEES
Item Description Cost
1 Standard Services $2738 x 12 months
YEAR 1 (July 1, 2026 – June 30, 2027) TOTAL $32,856
2 Standard Services $ 2798 x 12 months
OPTIONAL YEAR 2 (July 1, 2027 – June 30, 2028) TOTAL $32,856 3 Standard Services $ 2872 x 12 months
OPTIONAL YEAR 3 (July 1, 2028 – June 30, 2029) TOTAL $34,464 4 Standard Services $2960 x 12 months
OPTIONAL YEAR 4 (July 1, 2029 – June 30, 2030) TOTAL $35,520 WEIGHT/LOAD PRESSURE TESTS $9,900
EXTRA SERVICES for unanticipated repairs/replacements and/or pressure/load tests outside of regular maintenance approved by City. (Repairs beyond the original maintenance costs as stated above shall be noted separately on invoice as “Additional Repair Services”). $379,950
GRAND TO TAL CONTRACT NOT-TO-EXCEED $525,546
EXHIBIT B
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EXHIBIT B (Continued)
Device
List # Facility Conveyance
Number Category Location/Description
Monthly Cost
Year 1
(July 1, 2026 to
June 30, 2027)
Monthly Cost
Year 2
(July 1, 2027 to
June 30, 2028)
Monthly Cost
Year 3
(July 1, 2028 to
June 30, 2029)
Monthly Cost
Year 4
(July 1, 2029 to
June 30, 2030)
Weight/Load & Pressure
Test
1 CAP-2100 Thousand Oaks Blvd. 100966 Passenger Elevator Hydroelectric Passenger #2CC (CAP Lobby) $215 $215 $226 $233 $990 2 CAP-2100 Thousand Oaks Blvd. 127820 Passenger Elevator Hydroelectric Passenger 2GLASS (Glass Elevator) $215 $215 $226 $233 $990 3 CAP-2100 Thousand Oaks Blvd. 152453 Passenger Lift Kavli Lobby Wheelchair Lift (WCL)-In Progres s Replacement $98 $98 $102 $105 $0 4 CAP-2100 Thousand Oaks Blvd. 161691 Passenger Lift Kavli Soundroom Roped Hydro Wheelchair Lift (WCL) $98 $98 $102 $105 $0 5 CAP-2100 Thousand Oaks Blvd. 161969 Passenger Lift Sherr Forum Soundroom Screwdrive Wheelchair Lift (WCL) $98 $98 $102 $105 $0 6 CAP-2100 Thousand Oaks Blvd. 161970 Passenger Lift Kavli Orchestra Pit Trap Room Screwdrive Wheelchair Lift (WCL) $98 $98 $102 $105 $0 7 CAP-2100 Thousand Oaks Blvd. 161971 Passenger Lift Kavli Projection Room Screwdrive Wheelchair Lift (WCL) $98 $98 $102 $105 $0 8 CAP-2100 Thousand Oaks Blvd. 100613 Passenger Elevator Kavli Hydroelectric Passenger #3 TH (Left) $215 $215 $226 $233 $990 9 CAP-2100 Thousand Oaks Blvd. 100614 Passenger Elevator Kavli Hydroelectric Passenger #3 TH (Right) $215 $215 $226 $233 $990 10 CAP-2100 Thousand Oaks Blvd. 100965 Passenger Elevator Kavli Backstage (Passenger Artist) $215 $215 $226 $233 $990 11 CAP-2100 Thousand Oaks Blvd. 100967 Passenger Elevator Kavli Loading Dock Freight Elevator $215 $215 $226 $233 $990 12 CAP-Parking Structure 100914 Passenger Elevator Parking Structure (Left) $215 $215 $226 $233 $990 13 CAP-Parking Structure 100915 Passenger Elevator Parking Structure (Right) $215 $215 $226 $233 $990 14 MSC-1993 Rancho Conejo Blvd. 100783 Passenger Elevator Administration Building $215 $215 $226 $233 $990 15 NP Library-2331 Borchard Rd. 94345 Passenger Elevator Back-Office Elevator $215 $215 $226 $233 $990 16 TO Library - 1401 E Janss Rd Non-Passenger Lift Dumbwaiter (Book Conveyor) $98 $98 $102 $105 $0 Maintenance Monthly Total: $2,738 $2,738 $2,872 $2,960 $9,900 Maintenance Yearly Total: $32,856 $32,856 $34,464 $35,520 Contract Service/Maintenance 135,696$
Weight/Load & Pressure Test Total 9,900$
Additional Tests 4,950$
Additional Services - Testing Support 75,000$
Extra Services (Reserve) 300,000$
TOTAL CONTRACT NOT-TO-EXCEED 525,546$
Specialized Elevator, Inc. Schedule of Fees by Facility (City of Thousand Oaks) FIN: 201-10\jkb\H:\COMMON\Council\2026\Facilities\060926 Piggyback Agreement Elevator Maint Svcs Attach 2.pdf
SPECIALIZED ELEVATOR, INC.
Elev
ator Maintenance and Repair Services at Various City Facilities Additi
onal Repairs Rates
YEARS 1 and 2 (July 1, 2026 – June 30, 2027)
YEAR 3 (
July 1, 2028 – June 30, 2029)
YEAR 4 (July 1, 2029 – June 30, 2030)
1. Hourly Labor Rates for Additional Repair
Services Cost
Monday through Friday 5:00pm – 7:00 am $525 per hour
Saturday, Sunday & Holidays $894 per ho ur
2. Parts and Materials not covered in
monthly costs Invoice plus 25%
1. Hourly Labor Rates for Additional Repair
Services Cost
Monday through Friday 5:00pm – 7:00 am $552 per hour
Saturday, Sunday & Holidays $938 per ho ur
2. Parts and Materials not covered in
monthly costs Invoice plus 25%
1. Hourly Labor Rates for Additional Repair
Services Cost
Monday through Friday 5:00pm – 7:00 am $568 per hour
Saturday, Sunday & Holidays $966 per ho ur
2. Parts and Materials not covered in
monthly costs Invoice plus 25%
EXHIBIT B Continued
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EXHIBIT C
CITY
OF THOUSAND OAKS STANDARD TERMS AND CONDITIONS
1. TERMS OF P
ERFORMANCE
Non-Exclusivity. This Contract is non-exclusive. City reserves the rights to retain, employ, or contract with other qualified services providers during the term of this Contract on such occasions and in such circumstances as City shall determine are appropriate.
Ability to Perform. Service Provider warrants that it possesses, or has arranged through subcontracts, all capital and other equipment, labor, materials, and licenses necessary to carry out and complete the work hereunder in compliance with any and all federal, state, county, city, and special district laws, ordinances, and regulations.
Laws to be Observed. Service Provider shall keep itself fully informed of and shall observe and comply with all applicable state and federal laws as well as with Ventura County and City of Thousand Oaks ordinances, regulations and adopted codes during its performance of the work.
Payment of Taxes. The contract prices shall include provision for all taxes that Service Provider is required to pay. Service Provider is responsible for all taxes required to be paid under this Contract.
Permits and Licenses. Service Provider shall procure all permits and licenses, pay all charges and fees, and give all necessary or legally required notices.
Prevailing Wage. Service Provider is obligated to pay prevailing wages under the California Labor Code. Service Provider agrees to indemnify, defend and hold City harmless from any claim that prevailing wages should have been paid, and shall be liable for the payment of the same and any penalties thereon. It is the responsibility of Service Provider to be familiar with the California Labor Code, and failure or neglect of Service Provider to understand the California Labor Code shall in no way relieve Service Provider from any obligations.
Department of Industrial Relations Requirements. The Work is subject to the payment of not less than prevailing wages under California Labor Code Section 1770 et seq. The work is subject to compliance monitoring and enforcement by the Department of Industrial Relations. No Service Provider or subcontractor may be awarded a contract for public work on a public works project unless currently registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5.
Apprenticeship. Labor Code section 1777.5 requires the use of qualified apprentices by all trades, regardless of the dollar amount of their portion of the work, on public works contracts over $30,000. Apprentices shall be used at no less than the ratio required by FIN: 201-10\jkb\H:\COMMON\Council\2026\Facilities\060926 Piggyback Agreement Elevator Maint Svcs Attach 2.pdf
law, and shall be paid at the prevailing wage for apprentices in the trade for which they are registered. It is Service Provider’s sole responsibility to ensure that they and their subcontractors comply with the specific requirements of section 1777.5 if applicable.
Safety Provisions. Service Provider shall conform to the rules and regulations pertaining to safety established by Occupational Safety & Health Administration (OSHA) and the California Division of Industrial Safety.
Preservation of City Property. Service Provider shall provide and install suitable safeguards, approved by City, to protect City property from injury or damage. If City property is injured or damaged as a result of Service Provider's operations, it shall be replaced or restored within a reasonable time at Service Provider's expense. The facilities shall be replaced or restored to a condition as good as when Service Provider began work.
Subcontractor. Service Provider shall be solely responsible for ensuring that any subcontractors used in completing tasks under the Contract comply with all pertinent laws and regulations as well as the relevant terms of this Contract. City shall have no obligation to monitor or oversee subcontractors.
Immigration Act of 1986. Service Provider warrants on behalf of itself and all subcontractors engaged for the performance of this work that only persons authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be employed in the performance of the work hereunder.
Service Provider Non-Discrimination. In the performance of this work, Service Provider agrees that it will not engage in, nor permit such subcontractors as it may employ, to engage in discrimination in employment of persons because of age, race, color, sex, national origin or ancestry, sexual orientation, or religion of such persons.
Work Delays. Should Service Provider be obstructed or delayed in the work required to be done hereunder by changes in the work or by any default, act, or omission of City, or by strikes, fire, earthquake, or any other Act of God, or by the inability to obtain materials, equipment, or labor d ue to federal government restrictions arising out of defense or war programs, then the time of completion may, at City's sole option, be extended for such periods as may be agreed upon by City and Service Provider.
Inspection. Service Provider shall furnish City with every reasonable opportunity for City to ascertain that the services of Service Provider are being performed in accordance with the requirements and intentions of this Contract. All work done and all materials furnished, if any, shall be subject to City's inspection and approval. The inspection of such work shall not relieve Service Provider of any of its obligations to fulfill its contract requirements.
Audit. Service Provider shall maintain, in accordance with generally accepted accounting principles, complete and accurate records of all activities and operations relating to this Contract. Records, including but not limited to, timecards, employment records, work progress reports, reimbursements, invoices, project records, proprietary FIN: 201-10\jkb\H:\COMMON\Council\2026\Facilities\060926 Piggyback Agreement Elevator Maint Svcs Attach 2.pdf
data and information, as well as licensed software and any electronic records shall be kept for a period of four years beyond the termination or expiration of this Contract.
Service Provider 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 Contract at any time during normal business hours. Service Provider 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 Contract and could be cause for termination. The obligations of this section shall be explicitly included in any subcontracts or other contracts entered into by Service Provider with respect to this Contract, if allowed by this Contract.
2. MINIMU
M SCOPE AND LIMIT OF INSURANCE
Witho
ut limiting Service Provider’s indemnification of City, and prior to commencement of Work, Service Provider shall obtain, provide, and maintain at its own expense during the term of this Contract, and any extension thereof, policies of insurance of the type and amounts described below and in a form that is satisfactory to City.
Coverage s
hall be at least as broad as:
(a). Comme
rcial General Liability (CGL): Service Provider shall, at Service Provider’s sole cost and expense and throughout the term of this Contract, 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 $2,000,000 per occurrence, $4,000,000 general aggregate for bodily injury, personal and advertising injury and property damage, including with limitation, blanket contractual liability.
(b). Autom
obile Liability: Service Provider shall, at Service Provider’s sole cost and expense and throughout the term of this Contract, 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 ac tivities of Service Provider arising out of or in connection with the work to be performed under this Contract, 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). Work
er’s Compensation: Service Provider shall, at Service Provider’s sole cost and expense and throughout the term of this Contract, 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. Service Provider shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers for all work performed by Service Provider, its employees, agents and subcontractors.
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If the Service Provider maintains higher limits than the minimum shown above, City requires and shall be entitled to coverage for the higher limits maintained by Service Provider. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.
(d). Build
er’s Risk: Builder’s Risk is not required for this contract.
For certain repairs the City may require a Property Installation Floater that provides for the improvement, remodel, modification, alteration, conversion or adjustment to existing buildings, structures, processes, machinery and equipment.
The Property Installation Floater shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, broken, or destroyed during the performance of the Work, including during transit, installation, and testing at the City’s site.
If Se
rvice Provider maintains higher limits than the minimum shown above, City requires and shall be entitled to coverage for the higher limits maintained by Service Provider. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.
Other I
nsurance Provisions
The insur
ance policies are to contain, or be endorsed to contain, the following provisions:
Additi
onal Insured Status
City
, its officers, officials, 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 the Service Provider 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 Service Provider ’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, Service Provider 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 Ins
urance
The limits of i
nsurance required in this Contract 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 provisi on that such coverage shall also FIN: 201-10\jkb\H:\COMMON\Council\2026\Facilities\060926 Piggyback Agreement Elevator Maint Svcs Attach 2.pdf
apply on a primary and non-contributory basis for the benefit of City as required in written contract or Contract before City’s own insurance or self-insurance shall be called upon to protect it as a named insured.
City’s Righ
ts of Enforcement
In the event any po
licy of insurance required under this Contract 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 Service Provider, or City will withhold amounts sufficient to pay premium from Service Provider’s payments. In the alternative, City may cancel this Contract.
City’s Righ
t to Revise Specifications
City reser
ves the right at any time during the term of the Contract to change the amounts and types of insurance required by giving the Service Provider ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Service Provider, City and Service Provider may renegotiate Service Provider's compensation.
Prima
ry and Non-Contributory Coverage
For any cla
ims related to this Contract, Service Provider's insurance coverage shall be primary insurance as respects City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by City, its officers, officials, employees or volunteers shall be excess of Service Provider's insurance and shall not contribute with it and be at least as broad as CG 20 01 04 13.
Notice of Ca
ncellation
Each i
nsurance policy required above shall provide that coverage shall not be canceled, except with notice to City.
Deducti
bles and Self-Insured Retentions
Any deduct
ibles or self-insured retentions must be declared to and approved by City.
City may require Service Provider to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.
Accept
ability of Insurers
All ins
urance 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).
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Waiver of Subrogation
All insurance coverage maintained or procured pursuant to this Contract shall be endorsed to waive subrogation against City, its officers, officials, employees or volunteers or shall specifically allow Service Provider, or others providing insurance evidence in compliance with these specifications, to waive their right of recovery prior to a loss. Service Provider 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.
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 Contract 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 Contract.
(c). If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract effective date, the Service Provider must purchase “extended reporting” coverage for a minimum of five (5) years after completion of Contract work.
Verification of Coverage
Service Provider 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 Service Provider'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
Service Provider shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Service Provider 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.
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3. RELATI
ON OF THE PARTIES
(a) Ser
vice Provider is and shall at all times remain as to the City a wholly independent Service Provider. The personnel performing the services under this Contract on behalf of Service Provider shall at all times be under Service Provider's exclusive direction and control. Neither City nor any of its officers, employees, agents, or volunteers shall have control over the conduct of Service Provider or any of Service Provider's officers, employees, or agents except as set forth in this Contract. Service Provider shall not at any time or in any manner represent that it or any of its officers, employees or agents are in any manner officers, employees or agents of the City.
Service Provider 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 employ
ee benefits shall be available to Service Provider in connection with the performance of this Contract. Except for the fees paid to Service Provider as provided in the Contract, City shall not pay salaries, wages, or other compensation to Service Provider for performing services hereunder for City. City shall not be liable for compensation or indem nification to Service Provider for injury or sickness arising out of performing services hereunder.
4. TERMI
NATION BY CITY.
City Manager or h
is or her designee may terminate any portion or all of the services agreed to be performed under this Contract by notifying Service Provider in writing sixty (60) calendar days prior to any termination. In the event of such termination, Service Provider 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 Service Provider within 30 days following submission of a final statement by Service Provider.
5. CORRECTI
ONS
Servi
ce Provider shall correct, at its expense, all errors in the work which may be disclosed during City's review of Service Provider's work. Should Service Provider 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 Service Provider.
6. ACCEPTANCE OF F
INAL PAYMENT CONSTITUTES RELEASE
The acce
ptance by Service Provider of the final payment made under this Contract shall operate as and be a release of City from all claims and liabilities for compensation to Service Provider for anything done, furnished or relating to Service Provider'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 five (5) calendar days of the receipt of that check, whichever occurs first. However, any FIN: 201-10\jkb\H:\COMMON\Council\2026\Facilities\060926 Piggyback Agreement Elevator Maint Svcs Attach 2.pdf
approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Service Provider, 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 Service Provider, its employees, subcontractors, agents and consultants.
7. WAIVE
R; REMEDIES CUMULATIVE
Failur
e by a party to insist upon the strict performance of any of the provisions of this Contract 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.
8. CONFLI
CT OF INTEREST
Servi
ce Provider is unaware of any City employee or official that has a financial interest in Service Provider's business. During the term of this Contract and/or as a result of being awarded this Contract, Service Provider shall not offer, encourage or accept any financial interest in Service Provider's business by any City employee or official. If a portion of Service Provider's services called for under this Contract shall ultimately be paid for by reimbursement from and through an Contract with a developer of any land within City or with a City franchisee, Service Provider warrants that it has not performed any work for such developer/franchisee within the last 12 months, and shall not negotiate, offer or accept any contract or request to perform services for that identified developer/franchisee during the term of this Contract.
9. MITIGAT
ION OF DAMAGES
In all s
ituations arising out of this Contract , the parties shall attempt to avoid and minimize the damages resulting from the conduct of the other party.
10. TAXPAY
ER IDENTIFICATION NUMBER
Servi
ce Provider 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.
11. SERVI
CE CALLS
Serv
ice calls will be placed by the City directly with Service Provider . All service calls will be responded to promptly in accordance with the terms of this FIN: 201-10\jkb\H:\COMMON\Council\2026\Facilities\060926 Piggyback Agreement Elevator Maint Svcs Attach 2.pdf
Contract.
12. CORRECTIONS
Service Provi der shall correct, at its expense, all errors in the work which may be disclosed during City's review of Service Provider's work. Should Service Provider 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 Service Provider.
13. MODIFICATION/AMENDMENT OF CONTRACT
Any amen dment, modification, or variation of the terms or tasks of this Contract shall be in writing and shall be effective only upon the mutual written approval of the City Manager, or his designee, and Service Provider.
14. AUTHORIZATION
Each party has e xpressly authorized the execution of this Contract 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 Contract.
15. PARTIAL INVALIDITY
If any pr ovision in this Contract 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.
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1 CAO:650-90/tmn/Legal Files\Levine Act - Applications
LEVINE ACT DISCLOSURE FORM
California Government Code section 84308 (Levi ne Act) prohibits any Thousand Oaks City Council member from participating in any action related to a contract, agreement, or franchise agreement (excluding labor or competitively bid contracts) if the Council member receives a campaign contribution totaling more than
$500 (aggregated*) from the party to the
contract, agreement or franchise agreement, their agents, or any financially interested participant who actively supports or
opposes the matter within the previous twelve (12) months.
Council members must also disclose any
eligible campaign contribution received on the record
of the proceeding.
Council members are prohibited from accepting, soliciting, or directing a campaign contribution of more than $500
(aggregated) from a party, their agent/representative, or a financially interested participant during a proceeding and for 12 months following the date a final decision is made. In addition, a party, their agent/representative, or a financially interested participant is prohibited from contributing more than $
500 (aggregated) to a Council member during a proceeding and for 12 months following the date a final decision is made.
The Levine Act also requires parties to certain contracts, agreements, or franchise agreements to disclose any campaign contribution
over $500 (aggregated) within the preceding twelve (12) months by the party to the agreement, contract, or franchise agreement and their agents. The Levine Act does not apply to competitively bid, labor, or personal employment contracts.
The Levine Act (Gov Code § 84308) DOES NOT apply to this proposal/application The Levine Act (Gov Code § 84308) DOES apply to this proposal/application and the required disclosure is set forth below:
1. Have you or your company, or any agent on behalf of you or your company, made campaign contributions totaling more than $500 (aggregated) to any council member in the 12 months preceding the date you submitted your proposal/application, the date you completed this form, or the anticipated date of any Council action related to this proposal/application? YES
NO
Council Member Name Payee Na me Payment Date Payment Amount
EXHIBIT D
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2. Do you or your organization, or any agency or representative on behalf of you or your organization, anticipate or plan to make any campaign contributions of more than $500 (aggregated) to any City Council member in the 12 months following
any City Council action related to this
proposal/application? ** There may be legal restrictions on making contributions during the 12 months following City Council Action. It is recommended that you consult with your own legal counsel regarding the requirements of law.
YES
NO
Council Member Name Payee Name Payment Date Payment Amount Answering “YES” to either question above does not preclude the City of Thousand Oaks from entering into or taking any subsequent action related to this proposal/application. However, it may preclude the identified Council member(s) from part icipating in any actions/decisions related to this proposal/application.
____________ ______________________________ _______________________ Date Printed Name/Title of Authorized Name of Business/Legal Representative Entity
____________________________________________________________________________ Signature
NOTE: You must submit a supplemental form if you make any new reportable contribution(s) while the proposal/application is being considered *"Aggregated” contributions, as described in FPPC Regulation §18438.5, include the following types of contributions made during a 12-month period: (1) all contributions made by the party or participant; or (2) all contributions
made by an individual or entity required to be aggregated with the party or participant. Contributions
made by agents of the party are not included in the
aggregation.
2 CAO:650-90/tmn/Legal Files\Levine Act - Applications
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