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HomeMy WebLinkAboutDeckard Technologies - 2025-04-09 (2) PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND DECKARD TECHNOLOGIES FOR SHORT TERM RENTAL IDENTIFICATION AND MONITORING PLATFORM THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY," and, DECKARD TECHNOLOGIES, a hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to perform Short Term Rental Identification and Monitoring Platform with Registration and Tax Payment Portal; and Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service contracts have been complied with; and CONSULTANT has been selected to perform these services, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows: 1. SCOPE OF SERVICES CONSULTANT shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "PROJECT." CONSULTANT hereby designates Nickolas R. Del Pego who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. 25-16207/373372 1 of 12 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. 3. TERM; TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on y// , 2025 (the "Commencement Date"). This Agreement shall automatically terminate two (2) years from the Commencement Date, unless extended or sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no later than two (2) years from the Commencement Date. The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT. In the event the Commencement Date precedes the Effective Date, CONSULTANT shall be bound by all terms and conditions as provided herein. 4. COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses, not to exceed Seventy-Two Thousand Six Dollars ($72,006). 5. EXTRA WORK In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such work only after receiving written authorization from CITY. Additional 25-16207/373372 2 of 12 compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained. 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B." 7. DISPOSITION OF PLANS, ESTIMATES AND OTHER DOCUMENTS CONSULTANT agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit. 8. HOLD HARMLESS A. CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent (or alleged negligent) performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT's counsel. This indemnity shall 25-16207/373372 3 of 12 apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT. B. To the extent that CONSULTANT performs "Design Professional Services" within the meaning of Civil Code Section 2782.8, then the following Hold Harmless provision applies in place of subsection A above: "CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY and its officers, elected or appointed officials, employees, agents and volunteers, from and against any and all claims, damages, losses, expenses, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) to the extent that the claims against CONSULTANT arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT. In no event shall the cost to defend charged to CONSULTANT exceed CONSULTANT's proportionate percentage of fault. However, notwithstanding the previous sentence, in the event one or more other defendants to the claims and/or litigation is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, CONSULTANT shall meet and confer with CITY and other defendants regarding unpaid defense costs. The duty to indemnify, including the duty and the cost to defend, is limited as provided in California Civil Code Section 2782.8. C. Regardless of whether subparagraph A or B applies, CITY shall be reimbursed by CONSULTANT for all costs and attorney's fees incurred by CITY in enforcing this obligation. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by CONSULTANT. 25-16207/373372 4 of 12 9. PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and in the aggregate. The above- mentioned insurance shall not contain a self-insured retention without the express written consent of CITY; however an insurance policy "deductible" of Ten Thousand Dollars ($10,000.00) or less is permitted. A claims-made policy shall be acceptable if the policy further provides that: A. The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements). B. CONSULTANT shall notify CITY of circumstances or incidents that might give rise to future claims. CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion. If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this Agreement. If CONSULTANT fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the CITY with required proof that insurance has been procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to forthwith terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its time and materials expended prior to notification 25-16207/373372 5 of 12 of termination. CONSULTANT waives the right to receive compensation and agrees to indemnify the CITY for any work performed prior to approval of insurance by the CITY. 10. CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: A. provide the name and policy number of each carrier and policy; B. state that the policy is currently in force; and C. shall promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice; however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANT's defense, hold harmless and indemnification obligations as set forth in this Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. 11. INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY. 25-16207/373372 6 of 12 CONSULTANT shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services to be performed hereunder. 12. TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate CONSULTANT's services hereunder at any time with or without cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement by CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. In the event of termination, all finished and unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT. 13. ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove. 14. COPYRIGHTS/PATENTS CITY shall own all rights to any patent or copyright on any work, item or material produced as a result of this Agreement. 25-16207/373372 7 of 12 15. CITY EMPLOYEES AND OFFICIALS CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement. No officer or employee of CITY shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 16. NOTICES Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONSULTANT's agent (as designated in Section 1 hereinabove) or to CITY as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below. CITY and CONSULTANT may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U. S. certified mail-return receipt requested: TO CITY: TO CONSULTANT: City of Huntington Beach Deckard Technologies ATTN: Dir. of Community Development ATTN: Nickolas R. Del Pego 2000 Main Street 1620 Fifth Ave., Suite 400 Huntington Beach, CA 92648 San Diego, CA 92101 17. CONSENT When CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. 25-16207/373372 8 of 12 18. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 19. SECTION HEADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 20. INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement 25-16207/373372 9 of 12 which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 21. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 22. IMMIGRATION CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 23. LEGAL SERVICES SUBCONTRACTING PROHIBITED CONSULTANT and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. CONSULTANT understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for CITY; and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT. 24. ATTORNEY'S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party. 25-16207/373372 10 of 12 25. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 26. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 27. SIGNATORIES Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 28. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. 25-16207/373372 11 of 12 29. EFFECTIVE DATE This Agreement shall be effective on the date of its approval by the City Attorney. This Agreement shall expire when terminated as provided herein. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. CONSULTANT, CITY OF HUNTINGTON BEACH, DECKARD TECHNOLOGIES a municipal corporation of the State of California By: .ilw a. -`'er ` ) < c, 1 �� rot g • )�'Pe 0 City Manager print name ITS: (circle one)Chairman residen ice President INITIATED AND APPROVED: AND Director of Community Development By: "r11 - - )-1 ,,n A, APPROVED AS TO FORM: print name ITS: (circle one)Secretar)hief Financial Officer›Asst. Secretary—Treasurer City Attorney ?-}"- Date RECEIVE AND FILE: City Clerk Date COUNTERPART 25-16207/373372 12 of 12 29. EFFECTIVE DATE This Agreement shall be effective on the date of its approval by the City Attorney. This Agreement shall expire when terminated as provided herein. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. CONSULTANT, CITY OF HUNTINGTON BEACH, DECKARD TECHNOLOGIES a municipal corporation of the State of California By: City Manager print name ITS: (circle one)Chairman/PresidentNice President INITIATED AN APPROVED: AND r ct r of Community Development By: APPROVED AS TO FORM: print name ITS: (circle one)Secretary/Chief Financial Officer/Asst. Secretary—Treasurer City Attorney Date RECEIVE AND FILE: Attie City Clerk Date `0/'25 COUNTERPART 25-16207/373372 12 of 12 EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) Rentalscape Short Term Rental (STR) ID & Monitoring Plaform, specifically designed for the City of Huntington Beach, CA. Platform will accurately track activity within Huntington Beach through identification of exact address of STR Listings, enabling accurate display of STR activity through a customized dashboard. Other features include grouping listings and calculating statistics on a per-property basis with details such as: address, owner name and mailing address, residential type, property type, number of bedrooms and bathrooms, a map showing the property location, and maximum occupancy per the City of Huntington Beach ordinance. Rentalscape will be configured to match the City's ordinance and is capable of flagging violations as they occur. Deckard will assign the City of Huntington Beach a dedicated Account Manager who will work with the City to develop "Best Practices" based on Deckard's experience with other clients. The Client Success Manager will ensure that the implementation process proceeds smoothly and will be the main point of contact whom will participate in periodic calls with City staff as requested. The products being purchased: • Address Identification, Compliance Monitoring, and Rental Activity Reporting • Outreach Campaign, letter campaign to inform illegal operators of requirements and procedures. City will be able to approve letter templates. Campaign includes one introductory letter and two additional escalation letters. • Reporting&Analysis: On demand reporting with ad hoc reports and filters that allow users to focus on specific segments of STR population, including booking information • STR Registration Portal: Fields configurable to meet City needs,provide daily reports on new and modified permits. • Tax Payment Portal: Easy to use online tax payment portal that can configure tax, late fees, and interest rates on per property basis. This also includes daily reports on tax payments and remittances to the City. • Compliant 24/7 Hotline and Online Form with US Bilingual Premier live agents • Constituent Portal: Public facing with information such as permit/licensing data and ' responsible party contact information for every STR property. B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: 1. Create and customize rental scape portal and all purchased products that are customized for the City of Huntington Beach as listed in Scope of Work. EXHIBIT A 2. Coordinate and respond to City of Huntington Beach staff requests and questions in a timely and efficient manner. 3. Provide service and reports to City for tax payments and remittance reports on a routine and frequent basis. 4. Provide unlimited user accounts and training sessions through dedicated client support. 5. Transfer legacy permit and/or TOT/TBID from the City's current system to Deckard. C. CITY'S DUTIES AND RESPONSIBILITIES: 1. Coordinate with Deckard regarding set up and implementation of portal customization. Including assigning key points of contact for Deckard. 2. Provide access to information systems as approved by City Administration. D. WORK PROGRAM/PROJECT SCHEDULE: Deckard anticipates about 4 weeks from implementation. General timeline includes: • Kickoff at Client's convenience within 1-2 weeks of contract execution • Onboarding and training and receipt of Permit& Listing Data(Typically about 1 to 2 weeks after kickoff) • Initial Address Identification Complete (average 2-4 weeks after Onboarding) • Customer Handoff systems read and live • EXHIBIT A EXHIBIT "B" Payment Schedule (Fixed Fee Payment) 1. Charges for time during travel are normally not reimbursable and will only be paid if such time is actually used in performing services for CITY and or otherwise arranged with CITY. 2. CONSULTANT shall be entitled to payment toward the fixed fee set forth herein in accordance with the following: Year 1 -Annual Fee/Two Payments: Payment 1: $17,562.50 (Paid after Program Kickofp Payment 2: $17,562.50 (Paid after Systems Ready and Live) Year 2:Annual Fee One Payment $36,881.00 due on the first day of the 2"d year of Contract Term. 3. Delivery of work product: A copy of every memorandum, letter, report, calculation and other documentation prepared by CONSULTANT shall be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 4. CONSULTANT shall submit to CITY an invoice for each monthly progress payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 5. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. � 1 ®Ac�o CERTIFICATE OF LIABILITY INSURANCE DATE(MM/ODNYYY) 3126/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME; Kearstyn Freerking Marsh&McLennan Agency LLC PHONE FAX Marsh&McLennan Ins.Agency LLC E„ r c.No.Ext):858-768-4075 (Arc,No PO Box 85638 ADDRESS: Kearstyn.Freerking@MarshMMA.com San Diego CA 92186 INSURER(S)AFFORDING COVERAGE NAICN License#:OH18131 INSURER A:AXIS Insurance Company 37273 INSURED DECKATECHN INSURER B:Lloyd's Syndicate 2623 55555 Deckard Technologies, Inc.1620 5th Avenue,Suite 400 INSURER C:Sentinel Insurance Company Ltd 11000 La Jolla CA 92037 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:292501702 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR CE ADDL SUER POLICY EFF POLICY EXP TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYYI (MMIDDIYYYY) LIMITS C X COMMERCIAL GENERAL LIABILITY Y 72SBABD3P1F 8/19/2024 8/19/2025 EACH OCCURRENCE $1,000,000 DAMAGE TO CLAIMS-MADE X OCCUR PREMISES(EaENTE occurrence) $1,000,000 MED EXP(Any one person) $10,000 PERSONAL 8 ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 X POLICY PRO-JECT LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ C AUTOMOBILE LIABILITY Y 72SBABD3P1F 8/19/2024 8/19/2025 pa cclEdenpINGLELIMIT $1,000,000 (Ea DS ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS XHIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) $ C X UMBRELLA LIAB X OCCUR 72SBABD3P1F 8/19/2024 8/19/2025 EACH OCCURRENCE $2,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $2,000,000 DED X RETENTION S 1(Lnnn S WORKERS COMPENSATION PER H RTUTE ER AND EMPLOYERS'LIABILITY Y/N ANYPROPRIETORIPARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L.DISEASE•EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Directors and Officers AXIS00003058002 2/1/2025 2/1/2028 Each Occurrence/Agg $2,000,000 B Professional Liability WG00001412AF 8/19/2024 8/19/2025 Each Occurrence/Agg $2,000,000 Cyber Liability Each Occurrence/Agg $2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached II more space Is required) The City of Huntington Beach,its officers,officials,agents,employees,and volunteers are included as tvrAa o r and Auto Liability per attached endorsement.Primary Non-contributory wording applies per attached endorsement. By: MICHAEL J.VIGLIOTTA CITY ATTORNEY CITY OF HUNTINGTON BEACH CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Huntington Beach ACCORDANCE WITH THE POLICY PROVISIONS. 2000 Main Street Huntington Beach,CA 92648 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Coggins, Celeste From: Hernandez, Cody Sent: Wednesday, March 12, 2025 10:57 AM To: Coggins, Celeste; Hoang, Jimmy Cc: Bubenheim, Serena; Bos, Jill Subject: RE: Piggyback request - Deckard Technologies (STR Compliance) Hello Celeste, Thank you for providing the updated proposal.You may proceed with piggybacking off of the City of Oxnard's procurement. Kind Regards, Cody Hernandez 1:40.111141VA Buyer Finance Department 7 ' Office:(714)960-8878 Codv.Hernandez(a)surfcity-hb.orq H3000 CITY OF HUNTINGTON BEACH 2000 Main Street,Huntington Beach,CA 92648 From: Coggins, Celeste<celeste.coggins@surfcity-hb.org> Sent: Monday, March 10, 2025 12:02 PM To: Hoang,Jimmy<Jimmy.Hoang@surfcity-hb.org>; Hernandez, Cody<Cody.Hernandez@surfcity-hb.org> Cc: Bubenheim, Serena <serena.bubenheim@surfcity-hb.org>; Bos,Jill<Jill.Bos@surfcity-hb.org> Subject: RE: Piggyback request- Deckard Technologies (STR Compliance) Importance: High Hi Cody&Serena, i PURCHASING DIVISION JENNIFER YATES CITY OF PURCHASING MANAGER OXNARD CALIFORNIA July 2, 2024 NOTIFICATION TO BIDDERS SOLICITATION #24-93 Short Term Rental Administration Contract The City of Oxnard's Purchasing Division would like to thank you for submitting a proposal for the above mentioned solicitation. The City has recommended the firm Deckard Technologies be awarded a contract for this project. Request for Proposals were evaluated based on criteria determined to be appropriate by the City, which may include, but not necessarily limited to the following: a) Responses to the Request for Proposal for completeness to the requirements. b) Bidder's qualifications and experience. c) Organization and approach. d) Scope of Services to be Provided e) Schedule of Work f) References with demonstrated success with similar work to the Scope of Service. g) Conflict of Interest Statement. The City appreciates your interest and encourages all perspective bidders to visit the City's website for upcoming bidding opportunities. The City of Oxnard posts all bidding opportunities: https://www.oxnard.org/rfps-and-rfqs/ www.publicpurchase.com 300 West Third Street•Oxnard,CA 93030•(805)385-7538 Website www.oxnard.org Award Notice AGREEMENT/AMENDMENT REVIEW FORM Please write in N/A for any section that is not applicable Contractor/Vendor/Consultant: Pet Ap+eemeot No: p,,�` � Suki! 4ao1. Address: L' 'fie + ' 'We- ) W1 PIQel(.� 04- C� i-I'� Contact Name: Du'h n ki L I C k/ Email:3114-41 n(a,,d etVii 41.0 011A—phone: qq/i el_ O Bus.Tax Cert.No.: Sec.of State ID: DlR No.: INS- 0 Committee Date: "'/A- Council Date: J / A-- Bid No.: r2 Li 1 Committee Agenda#: Council Agenda#: Department: OA' De Project Manager: r j ��� � ' Project Administrator: 46'1i �W i " r Admin. Email/Phone:gA i" i rDA-'l Syr't-v EACI-:-.--t).‘ -7 9/1-C Keri:tveff ,DO, Type of Agreement: �� ��etC Contingency Requested: $ Agreement Term: 3 ye04, -i- 3-A-Yirese EISPM Funds Requested: $ 1:"\-- qCt Termination Date: r( i/27 Value of Agreement: $ f i Munis Acct. No: l°1913 I ~6 3' Amendment No.: l A Project No.:___ I '// Value of Amendment: $ �' / Budget Appropriation Required: YES / O� Combined Total Value(w/Amendment):$ t1/4 NSS Agreement: YES / NO � p Project Name/ Description: \lA Cif- t Ilk -il•fi ii ( " - - C' Docusign Envelope ID.DIAADE45-9B72-45AB-AAE6-64114131C4F6 Agreement No. 32500112 CONSULTANT/PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF OXNARD AND DECKARD TECHNOLOGIES, INC. By This CONSULTANT/Professional Services Agreement ("Agreement"), the CITY of Oxnard ("CITY") agrees to engage the Services of Deckard Technologies, Inc. ("Consultant"), and CONSULTANT agrees to perform the Services for CITY as herein described, for the compensation, during the term, and otherwise subject to the covenants and conditions herein set forth. CITY and CONSULTANT may be individually referred to as "Party" or collectively as the "Parties." 1. [Intentionally Omitted] 2. SUMMARY DESCRIPTION OF SERVICES. • Property Identification, Compliance Monitoring and Rental Activity Reporting • Outreach Campaign • STR Registration Portal a Complaint 24/7 Hotline and Online Form • Reporting &Analysis • Dedicated Account Manager • Unlimited Accounts & Training Sessions 3. PARTIES. CITY of Oxnard ("CITY"), a general law and municipal corporation of the State of California, located at 300 West Third Street, Oxnard, California 93030 Deckard Technologies, Inc. ("CONSULTANT"), a corporation of the State of California, located at 1620 5th Ave., Suite 400, San Diego, CA 92101 4. TERM OF AGREEMENT: From (Date): 7/29/2024 To (Date): 7/29/2027 4.1 The CITY shall have the option for (3) three consecutive (1) one-year extensions, in accordance with the scope of work and general terms and conditions of the CONSULTANT/ Professional Services Agreement. Any price increases or decreases shall be negotiated at time of contract extension. 4.2 Any Optional Extension (initial term, plus any option to extend) shall not exceed a total of six (6) years. The CITY in its sole discretion may exercise the optional extension upon 30 days written notice to the CONSULTANT in accordance with Section 12 of this Agreement. CONSULTANT shall issue its written consent to the CITY's exercise of the option to extend within 10 days of 1 Docusign Envelope ID:DIAADE45-9B72-45AB-AAE6-64114131C4F6 Agreement No.32500112 receipt of notice from the CITY. All Notices shall comply with Section 22 of this Agreement. 4.3 All Services required of CONSULTANT under this Agreement shall be completed on or before the end of the term of the Agreement. 5. AGREEMENT AMOUNT NOT TO EXCEED: $59,475.00 6. AGREEMENT EXHIBITS. The following documents memorialized below are the only exhibits to this Agreement and are incorporated by reference as though fully set forth herein. In the event of a conflict . between the Exhibits and this Agreement, the Agreement controls. Exhibit A: Scope of Services Exhibit B: Schedule of Compensation Exhibit C: Insurance Requirements: CITY Insurance Exhibit INS-W Exhibit E: Living Wage Policy Exhibit F: Prevailing Wage Policy 7, DESIGNATED REPRESENTATIVES. The Designated Representatives listed below shall be authorized to act on behalf of the named Party, be responsible for negotiations and contractual matters, and coordinate with each other to perform the Services under this Agreement. Additionally, CONSULTANT's Services shall be performed or immediately supervised by the CONSULTANT's Representative: CITY Designated Representative: CONSULTANT Designated Representative: Name: Jeff Pengilley Name: Dustin Reilich Title: Community Development Director Title: VP of Sales Phone: (805) 385-8208 Phone: (949) 701-0501 Email: jeff.pengilley@oxnard.org Email: dustin@deckard.com Mailing Address: 214 South C Street Mailing Address (if differs from above): Oxnard, CA 93030 8. CONTRACTUAL PREREQUISITES. 8.1 This Agreement must first be executed by the CONSULTANT, after which the Agreement shall be approved as to form by the CITY Attorney, then executed by the Mayor, or an authorized person on behalf of the CITY, and if executed by the Mayor shall also be executed by the CITY Clerk. 8.2 CONSULTANT is advised that any recommendation for Agreement award is not binding on CITY until the Agreement is fully executed and approved by CITY. 2 Docusign Envelope ID:DIAADE45-9B72-45AB-AAE6-64114131C4F6 Agreement No.32500112 8.3 A request for modification of the terms, prior to execution of the Agreement, must be made in writing and presented to the Designated Representative of the CITY prior to the time this Agreement is executed. 8.4 All proof of a CITY tax certificate, insurance, and W-9 forms is required prior to execution of this Agreement. 8.5 CONSULTANT shall not perform any work under this Agreement until a proof of insurance has been provided to the CITY as required under Section 24 of this Agreement. 9, CONSULTANT'S SERVICES. 9.1 CONSULTANT shall perform the tasks, obligations, and Services set forth in the "Scope of Services," attached to and incorporated into this Agreement as "Exhibit A." Once this Agreement is executed, the Scope of Services may only be modified by written Amendment pursuant to Section 13 of this Agreement. 9.2 The Services shall be coordinated with the designated CITY Project Manager set forth in Exhibit A subject to the direction of the CITY Manager or Department Director. CONSULTANT hereby designates its Project Manager as set forth in "Exhibit A" as the person responsible for the Services who shall coordinate with CITY's Project Manager in executing the Scope of Services under this Agreement. 10. COMPENSATION. CITY shall pay CONSULTANT for the Services performed pursuant to the terms of this Agreement in the time and manner set forth in the "Schedule of Compensation," attached to and incorporated into this Agreement as "Exhibit B." CITY shall pay CONSULTANT an amount not to exceed the amount is listed in Section 5 of this Agreement. Once this Agreement is executed, the Schedule of Compensation may only be modified by written Amendment pursuant to Section 13 of this Agreement, and may be subject to approval by the CITY Council. 11. PAYMENT & INVOICES. The CITY shall pay all undisputed portions of any applicable invoice within thirty (30) days after receipt of an invoice. In the event the CITY disputes one or more items in an invoice, the CITY shall, within thirty (30) days after receipt of such invoice, notify the CONSULTANT of the item(s) being disputed and the reason(s)therefore. The CITY may withhold payment for such disputed items until resolution of the dispute. 11.1 Payment Request. CONSULTANT shall submit a payment request to CITY annually at least thirty (30) days prior to the annual term date, listing the Services provided, costs of those Services, and total amount due for the year. Invoices shall be emailed to: ComDevAP@oxnard.org. 3 Docusign Envelope ID:D1AADE45-9B72-45AB-AAE6-64114131C4F6 Agreement No.32500112 11.2 Non-Appropriation of Funds. Payments to be made to CONSULTANT by CITY for the Services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted and unencumbered appropriation of CITY. In the event CITY does not appropriate sufficient funds for payment of the Services beyond the current fiscal year, this Agreement shall cover payment for the Services only up to the conclusion of the last fiscal year in which CITY appropriated sufficient funds and shall automatically terminate at that fiscal year's conclusion. 11.3 CONSULTANT's acceptance of final payment made pursuant to this Agreement shall constitute a release of CITY from all claims and liabilities for compensation to CONSULTANT for anything completed, finished or relating to the Services. CITY's payment shall not constitute nor be deemed a release of the responsibility and liability of CONSULTANT for the accuracy and competency of the information provided and/or the Services performed hereunder, nor shall such payment be deemed to be an assumption of responsibility or liability by CITY for any defect or error in the Services performed by CONSULTANT and its employees, agents and subcontracted CONSULTANTs. 11.4 CONSULTANT shall provide CITY with a completed Request for Taxpayer Identification Number and Certification, as issued by the Internal Revenue Service. If any sales tax is due for the Services performed by CONSULTANT or materials or products provided to CITY by CONSULTANT, CONSULTANT shall pay the sales tax. CITY shall not reimburse CONSULTANT for sales taxes paid by CONSULTANT. 12. OPTION TO EXTEND AGREEMENT. When in the CITY's best interest, this Agreement may only be extended, if the CITY in its discretion exercises the option to extend pursuant to Section 4.2 and 4.3 of the Agreement. The initial term, plus any option to extend, shall not exceed a total of six (6) years. If no option to extend the Agreement appears in sections 4.2, then this Agreement shall not be extended. 13. MODIFICATION OF AGREEMENT. This Agreement may be amended, modified, or otherwise altered, or its provisions waived, only upon mutual consent of the Parties by written amendment, and as authorized by the Oxnard CITY Code, Sections 4-59 and 4-60. 14. TERMINATION OF AGREEMENT. CITY may terminate this Agreement at any time, with or without cause and without penalty, upon fifteen (15) calendar days' prior written notice pursuant to Section 22 of this Agreement. Such termination shall be effective on the date specified in the notice, or if no date is specified, then fifteen (15) calendar days from the date of the 4 Docusign Envelope ID:DIAADE45-9672-45AB-AAE6-64114131C4F6 Agreement No.32500112 notice. CITY shall be liable to CONSULTANT only for work done by CONSULTANT up to and including the date of termination of this Agreement unless the termination is for cause, in which event CONSULTANT need be compensated only to the extent required by law. CONSULTANT may terminate this Agreement at any time during the term of the Agreement by giving the CITY sixty (60) calendar days' prior written notice. 15. FEDERAL FUNDING/GRANT REQUIREMENTS RIDER [RESERVED] 16. INDEPENDENT CONTRACTOR. CONSULTANT is and shall at all times remain, as to CITY, a wholly independent contractor. Neither CITY nor any of its employees or agents shall have control over the conduct of CONSULTANT or any of its employees, except as stated in this Agreement. CONSULTANT has and shall retain the right to exercise full control over the employment, direction, means of performance, location, compensation and discharge of all persons assisting CONSULTANT. This Agreement shall not be interpreted to prevent or preclude CONSULTANT from rendering any Services for CONSULTANT's own account or to any other person or entity as CONSULTANT in its sole discretion shall determine; provided, however, that performing such Services shall not materially interfere with the Services the CONSULTANT shall perform for the CITY. The CITY retains the right to provide general instructions to and observe the CONSULTANT in the performance of all Services done on behalf of the CITY, CONSULTANT and its employees, subCONSULTANTs, and agents have no authority, express or implied, to act on behalf of CITY in any capacity, to incur any debt, obligation or liability on behalf of CITY, bind CITY in any manner, or otherwise act on behalf of CITY as an agent. CONSULTANT and its employees are not employees of CITY. CONSULTANT and its employees are not entitled to receive from CITY any of the benefits or rights afforded employees of CITY, including but not limited to reserve leave, sick leave, vacation leave, holiday leave, compensatory leave, Public Employees Retirement System benefits, and health, life, dental, long-term disability and workers' compensation insurance benefits. CONSULTANT shall not,at any time or in any manner, represent that it or any of its agents, subCONSULTANTs, or employees are in any manner agents, subCONSULTANTs, or employees of CITY. 17. LAWFUL PERFORMANCE. CONSULTANT shall abide by all federal, state, and local laws and regulations as may be related to the performance of duties under this Agreement. CONSULTANT, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, licenses, and certificates that may be required in connection with the performance of Services under this Agreement. 5 Docusign Envelope ID:DIAADE45-9B72-45AB-AAE6-64114131C4F6 Agreement No.32500112 18. SAFETY REQUIREMENTS. CONSULTANT shall not perform any Services for the CITY when the CONSULTANT is impaired by alcohol or a controlled substance. When there is reasonable cause to believe that any person has violated this provision, that person shall be immediately removed from the premises and be subject to any applicable civil and/or criminal penalties under the CITY's Code and/or under state law. All work performed under this Agreement shall be performed in such a manner as to provide safety to the public. The CITY reserves the right to issue restraining or cease and desist orders to CONSULTANT when unsafe or harmful acts are observed or reported relative to the performance of the work under this Agreement. The acceptance of CONSULTANT's work by CITY shall not operate as a release of the CONSULTANT from such standard of care and workmanship. 19. STANDARD OF PERFORMANCE; WARRANTY. 19.1 CONSULTANT agrees to perform all Services required by this Agreement in a professional and competent manner, in accordance with the degree of skill and diligence which is normally employed by reputable professionals performing similar Services under similar conditions in the same or similar locality. Such Services shall also be performed in a manner which is reasonably satisfactory to CITY PROJECT MANAGER, or designee (hereinafter the "Project Manager"), provided that discretion in determining what is satisfactory shall not alter the foregoing standard of care. 19.2 In accordance with the standard of care set forth in the first sentence of Section 19.1, the CONSULTANT agrees that it: (1) Has thoroughly reviewed and considered the Services and work to be performed; (2) Has reviewed the issues regarding the Scope of Services to be provided;. (3) Has carefully considered how the Services and related work should. be performed; and • (4) Fully understands the facilities, difficulties and restrictions associated with performance of the Services required by this Agreement. 20. OWNERSHIP OF CONSULTANT'S WORK PRODUCT, CONFIDENTIALITY & DISCLOSURE. CITY shall be the owner of any and all technical documents and records, including, computations, plans, correspondence, and/or other pertinent data and information, both hard copy and electronic, gathered or prepared by CONSULTANT in performance of this Agreement and shall be entitled to immediate possession of the same upon completion of the work under this Agreement, or at any earlier or later time when the same may be requested by CITY. . 6 Docusign Envelope ID: D1AADE45-9872-45AB-AAE6-64114131C4F6 Agreement No.32500112 20.1. Records and Inspections. The CONSULTANT shall maintain full and accurate records, with respect to all Services and matters covered under this Agreement. Books and records pertaining to costs shall be kept and prepared in accordance with generally accepted accounting principles. The CITY shall have free access at all reasonable times to such records, both hard copy and electronic, and the right to examine and audit the same and to make transcripts therefrom, and to inspect all program data, documents, proceedings, and activities 20.2. Deliverables. CONSULTANT shall deliver to the CITY the studies, plans, specifications, or other documents as are identified in the Scope of Services; and CONSULTANT shall, upon completion of all work or termination of this Agreement, submit to the CITY all information developed in the course of the CONSULTANT's Services. CONSULTANT shall, in such time and in such form as the CITY may require, furnish reports concerning the status of Services required under this Agreement. CONSULTANT shall, upon request by CITY and upon completion or termination of this Agreement, deliver to the CITY all material furnished to CONSULTANT by the CITY. 20.3. Ownership — Generally. All inventions, discoveries, enhancements, changes, or improvements of computer programs developed pursuant to this Agreement shall be the property of the CITY, and all patents or copyrights shall be assigned to the CITY, unless otherwise agreed. CONSULTANT agrees that CITY may make modifications to computer software furnished by CONSULTANT without infringing CONSULTANT's copyright or any license granted to CITY, unless otherwise agreed. 20.4. Ownership of Documents. Every report, draft, work product, map, record, and other document reproduced, prepared, or caused to be prepared by the CONSULTANT pursuant to or in connection with this Agreement shall be the exclusive property of the CITY. 20.5. Confidentiality. Information that is exempt from disclosure to the public is confidential. This includes information relating to the past, present, or future affairs of the CITY or information belonging to a third party whose information is in the CITY's possession or control under obligations of confidentiality. CONSULTANT may be granted access to information that is exempt from disclosure to the public (Government Code Section 7920.505) and may contain "trade secrets" (see Government Code Section 7924.510(f)) when it is necessary for CONSULTANT to perform its obligations pursuant to this Agreement. If CONSULTANT is granted such access to confidential information, CONSULTANT shall not be considered to be a member of the public as that term is used in Government Code Section 7920.515. 20.6. Disclosure of Information. CONSULTANT shall not disclose, publish, or authorize others to disclose or publish, design data, drawings, specifications, reports, or other information pertaining to the projects assigned to CONSULTANT 7 Docusign Envelope ID:DIAADE45-9B72-45AB-AAE6-64114131C4F6 Agreement No.32500112 by the CITY or other information to which the CONSULTANT has had access during the term of this Agreement without the prior written approval of the CITY's Designated Representative during the term of this Agreement and for a period of two (2) years after the termination of this Agreement. 20.7. No Warranty. Other than an obligation upon the CITY to deal in good faith, the CITY makes no warranties and shall bear no liability or responsibility for errors or omissions in any Confidential Information disclosed under this Agreement or for any business decisions made by CONSULTANT in reliance on any Confidential Information disclosed under this Agreement. 21. NOTICE OF BREACH AND OPPORTUNITY TO CURE. Neither Party will be in breach of this Agreement where the breach is capable of being cured, or until written notice of the breach is received from the non-breaching Party. The Party charged with breach will have fifteen (15) calendar days from the date of receiving such notice in which to cure the breach or otherwise respond. If the circumstances leading to the charge that the Agreement was breached have not been cured or explained to the satisfaction of the other Party within fifteen (15) days from the date on which the breaching Party received notice of breach, the non-breaching Party may terminate this Agreement. Notice shall be given in the manner set forth in section 22. 22. NOTICE. All notices given or required to be given pursuant to this Agreement shall be in writing and may be given by personal delivery or by first-class mail. Notice sent by mail shall be addressed to each Party's Designated Representative as set forth above in Section 7. When addressed in accordance with this Section, such notice shall be deemed given upon deposit in the United States mail, postage prepaid. In all other instances, notices shall be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this Section. 23. INDEMNIFICATION, HOLD HARMLESS & DEFENSE. 23.1 Except as set forth in Subsection 23.3 of this Section 23, and to the fullest extent permitted by law, CONSULTANT shall immediately defend, indemnify, and hold harmless the CITY, its officers, employees, representatives, (but not including the CITY's construction contractors or other CONSULTANTS) and agents (the "CITY Indemnitees"), from and against those actions, suits, proceedings, claims, demands, losses, costs, and expenses, including legal costs and reasonable attorneys' fees, for any personal injuries, deaths, or property damage, including property owned by the CITY (collectively "Claims") which may arise out of CONSULTANT'S negligence or willful misconduct in the performance of the Services described in this Agreement, unless such Claims are proven to be caused by the negligence or willful misconduct of the CITY Indemnitees. 8 Docusign Envelope ID:DIAADE45-9B72-45AB-AAE6-64 1 1 41 31C4F6 • Agreement No.32500112 23.2 The duty to defend is a separate and distinct obligation from CONSULTANT'S duty to indemnify. CONSULTANT shall be obligated to defend in all legal, equitable, administrative, or special proceedings, with counsel approved by the City Attorney, immediately upon tender to CONSULTANT of the claim in any form or at any stage of an action or proceeding, whether or not liability is established. If it is finally adjudicated that liability was caused by the negligence or willful misconduct of any of the Indemnitees, CONSULTANT may submit a claim to CITY for reimbursement of reasonable attorneys' fees and defense costs, 23.3 The provisions of this Subsection 23.3 apply only in the event that CONSULTANT is a design professional within the meaning of California Civil Code section 2782.8 ("Design Professional"). The term Design Professional, as defined in said section, is limited to licensed architects, licensed landscape architects, registered professional engineers, professional land surveyors, and the business entities that offer such Services in,accordance with the applicable provisions of the California Business and Professions Code. 23.3.1 Notwithstanding the provisions of Subsection 23.1 and 2 above, to the extent that the Services to be provided under this Agreement are those of a Design Professional, CONSULTANT's duty to indemnify, hold harmless, and defend the CITY Indemnitees shall be limited to the extent that any Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, its officers, agents, employees or subconsultants in the performance of the Services described in this Agreement. 23.3.2 In no event shall the costs of defense charged to CONSULTANT exceed the CONSULTANT's proportionate percentage of fault, except as otherwise set forth in said Civil Code section 2782.8, the provisions of which are incorporated into this Agreement by this reference. Nothing in this Subsection shall be construed to require CONSULTANT to provide indemnification for Claims caused by the active negligence or willful misconduct of the CITY Indemnitees, or any other'party for whom CONSULTANT is not legally liable. 23.4 The CITY does not and shall not waive any rights that it may have against CONSULTANT under this Section, because of the acceptance by the CITY, or the deposit with the CITY, of any insurance policy or certificate required pursuant to this Agreement. The hold harmless and indemnification provisions of Section 23, inclusive shall apply regardless of whether said insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost, or expense described herein. 23.5 The obligation to indemnify and defend, as set forth in this Section 23, is binding on the successors, assigns, or heirs of CONSULTANT and shall survive the expiration or any early termination of this Agreement. 23.6 CONSULTANT agrees to pay all required taxes on amounts paid to CONSULTANT under this Agreement, and to indemnify and hold CITY harmless 9 Docusign Envelope ID:DIAADE45-9B72-45AB-AAE6-64114131C4F6 Agreement No.32500112 from any and all taxes, assessments, penalties, and interest asserted against CITY by reason of the independent contractor relationship created by this Agreement. CONSULTANT shall be solely responsible for, and shall save CITY harmless from, all matters relating to the payment of CONSULTANT's subcontractors, material suppliers, directors, officers, employees, agents and representatives, including compliance with social security requirements, federal and State income tax withholding, and all other regulations governing employer-employee relations, as applicable. CITY shall have the right to offset against the amount of any compensation due to CONSULTANT under this Agreement any amount due to CITY from CONSULTANT as a result of its failure to promptly pay to CITY any reimbursement or indemnification arising under this Section. 24. INSURANCE. CONSULTANT shall obtain and maintain during the performance of any Services under this Agreement the insurance coverages listed within"Exhibit C", which is attached hereto and incorporated herein by this reference, unless the Risk Manager waives, in writing, the requirement that CONSULTANT obtain and maintain such insurance coverages. Such insurance must be issued by a company satisfactory to the Risk Manager. CONSULTANT shall, before performance of any Services pursuant to this Agreement, file with the Risk Manager evidence of insurance coverage as specified in "Exhibit C". Maintenance of insurance coverages by CONSULTANT is a material element of this Agreement. CONSULTANT'S failure to maintain or renew insurance coverages or to provide renewal evidence shall be considered a material breach of this Agreement. 25. LIVING WAGE REQUIREMENTS. During the term of this Agreement, CONSULTANT understands and agrees that if Living Wages are applicable, subject to the 2002 Oxnard CITY Council Living Wage Policy, attached as "Exhibit E" to this Agreement, CONSULTANT will pay and/or provide the wages and/or benefits required therein to all of its employees engaged in whole or in part in performing the Services provided for by this Agreement.The duty to pay the correct wage is the responsibility of the CONSULTANT. 26. PREVAILING WAGE REQUIREMENTS. 26.1. Application. The payment of State prevailing wages as designated for Ventura County shall apply to public works projects. However, this section shall not apply to work performed on a public works project of twenty-five thousand dollars ($25,000) or less when the project is for construction, alteration, demolition, installation, or repair work; or to work performed on a public works project of fifteen thousand dollars ($15,000) or less when the project is for maintenance work. Prevailing wages are required to be paid to all workers, including subcontracted employees. For further information regarding Prevailing Wage Requirements please refer to Exhibit "F" attached to this Agreement. 10 Docusign Envelope ID:DIAADE45-9B72-45AB-AAE6-64114131C4F6 Agreement No.32500112 26.2. Compliance with California Department of Industrial Relations (DIR). To determine if this Agreement is subject to compliance monitoring and enforcement, go to: https://www.dir,ca.gov/Public-Works/PublicWorksSB854FAQ.html 26.3. Contract Splitting. It is unlawful to split, or separate into small portions, work orders, projects, purchases, or public works projects for the purpose of evading these prevailing wage requirements. 26.4. Use of Prevailing Wages vs. Living Wages. In the event that there is a difference between the amount of wages to be paid under the City of Oxnard's local Living Wage requirements and the requirements of this provision, the wage rate that is the higher of the two shall be applicable to this Agreement. The duty to pay the correct wage is the responsibility of the CONSULTANT. 27. IRAN CONTRACTING ACT. [RESERVED] 28. CONFLICT OF INTEREST. CONSULTANT covenants that it does not have any interest, nor shall it acquire any interest, directly or indirectly, which would conflict in any manner with the performance of CONSULTANT's Services under this Agreement. CONSULTANT further covenants that in the performance of Services under this Agreement, no officer, employee or agent of CONSULTANT having such interest shall be employed by it. In the event the CITY determines that CONSULTANT must disclose its financial interests by completing and filing a Fair Political Practices Commission Form 700, Statement of Economic Interests, CONSULTANT shall file such Form 700 with the City Clerk's Office pursuant to the written instructions provided by the City Clerk. Acquisition or maintenance of a conflicting interest by CONSULTANT may result in termination of this Agreement by the CITY. 29. SUBCONTRACTING. If CONSULTANT requires the assistance of a subcontractor to render any Services under this Agreement, CONSULTANT shall obtain prior written consent from the CITY before a subcontractor performs any service pursuant to this Agreement. All subcontractors shall be identified in the Scope of Work attached to this Agreement as "Exhibit A". CONSULTANT is fully responsible for satisfactory completion of all its. subcontractors' work. All subcontractors shall be properly licensed and insured; and bonded, if applicable. CONSULTANT shall be responsible for all liabilities regardless of nature, type, or cause, arising out of or resulting from or in connection with subcontractors performance pursuant to this Agreement or subcontractors failure to comply with any of its obligations in connection with this Agreement. 11 Docusign Envelope ID:DIAADE45-9B72-45AB-AAE6-641 1 41 31C4F6 Agreement No.32500112 30. DISPUTES. Except as otherwise provided in these provisions, any dispute concerning a question of fact arising under this Agreement, shall be decided by the CITY's Designated Representative, who shall reduce this decision to writing and mail a copy to the CONSULTANT. The decision of the CITY's Designated Representative shall be final and conclusive unless CONSULTANT requests mediation within ten (10) calendar days. Pending final decision of a dispute, the CONSULTANT shall proceed diligently with the performance of the Agreement and in accordance with the decision of the CITY's Designated Representative. 31. DISPUTE RESOLUTION. Should an unresolved dispute arise out of this Agreement, any Party may request that it be submitted to mediation. The Parties shall meet in mediation within a reasonable time not to exceed forty five (45) days of a request. The mediator shall be agreed to by the mediating Parties. In the absence of an Agreement on a mediator, the Parties shall each submit one name from mediators listed by the American Arbitration Association, the California State Board of Mediation and Conciliation, or other agreed- upon service. The mediator shall be selected by a "blindfold" process. The cost of mediation shall be borne equally by both Parties. Neither Party shall be deemed the prevailing Party. No Party shall be permitted to file a legal action without first meeting in mediation and making a good faith attempt to reach a mediated settlement. The mediation process, once commenced by a meeting with the mediator, shall last until Agreement is reached by the Parties but not more than sixty (60) calendar days, unless the maximum time is extended in writing by both Parties. 32. ASSIGNMENT. This Agreement is for the professional Services of CONSULTANT. Any attempt by CONSULTANT to assign the benefits or burdens of this Agreement without the prior written approval of CITY shall be prohibited and shall be null and void. CONSULTANT's Services pursuant to this Agreement shall be provided by the CONSULTANT's Designated Representative or directly under his/her supervision, and CONSULTANT shall not assign another to supervise the CONSULTANT's performance of this Agreement without the prior written approval of CITY, by and through the CITY's Designated Representative. 33. CARE OF WORK Should CONSULTANT discover any latent or unknown conditions materially differing from those inherent in the Services or as represented by the CITY, CONSULTANT shall immediately inform the CITY of such fact and shall not provide any Services, except at CONSULTANT'S risk, until written instructions are received from the Project Manager. 12 Docusign Envelope ID:DIAADE45-9B72-45AB-AAE6-64114131C4F6 Agreement No.32500112 34. REPORTS Upon request by the Project Manager or as otherwise required by this Agreement, including but not limited to, the Scope of Services set forth in Exhibit"A", CONSULTANT shall prepare and submit reports to the CITY concerning CONSULTANT's performance of the Services required by this Agreement. 35. AUDIT. CITY shall have the option of inspecting, auditing and/or reproducing all records and other written materials used by CONSULTANT in preparing its billings to CITY as a condition precedent to any payment to CONSULTANT, or for other purposes relating to the Agreement. CONSULTANT will promptly furnish all documents requested by CITY. Additionally, if this Agreement is in excess of $10,000, the State Auditor may examine and audit CONSULTANT fora period of 3 years after final payment under the Agreement. Regardless of whether a State audit is permitted, CONSULTANT shall maintain and preserve all such records for a period of at least 3 years after final payment under the Agreement or until an audit has been completed and accepted by CITY, whichever occurs later. CONSULTANT shall maintain all such records in CITY or to promptly reimburse CITY for all reasonable costs incurred in conducting the audit at a location other than in CITY, including but not limited to expenses for personnel, salaries, private auditor, travel, lodging, meals and overhead, CONSULTANT shall include a copy of this Section in all contracts with its subcontractors, and CONSULTANT shall be responsible for immediately obtaining those records or other written material from its subcontractors upon a request by the State Auditor and/or CITY. 36. ADVERTISING AND PUBLICITY CONSULTANT shall not use the name of or refer to CITY directly or indirectly in any advertisement, news release, or professional or trade publication without prior written approval from the City Manager. This Section shall survive the termination of this Agreement. 37. NONDISCRIMINATORY EMPLOYMENT. CONSULTANT shall not unlawfully discriminate against any individual based on race, color, religion or religious creed, national origin, ancestry,ethnic group identification, primary language, physical disability, mental disability, medical condition, genetic information, marital status, gender, gender identity, gender expression, sex, sexual orientation, age, immigration status, citizenship or military and veteran status. CONSULTANT understands and agrees that it is bound by and will comply with all legal nondiscrimination mandates. For every subcontractor who will perform Services, CONSULTANT shall be responsible for such subcontractor's compliance with this Section, '13 Docusign Envelope ID:DIAADE45-9B72-45AB-AAE6-64114131C4F6 Agreement No.32500112 38. COVENANTS AND CONDITIONS. Each term and each provision of this Agreement to be performed by CONSULTANT shall be construed to be both a covenant and a condition. 39. WAIVER. CITY's review or acceptance of, or payment for, work product prepared by CONSULTANT under this Agreement will not be construed to operate as a waiver of any rights CITY may have under this Agreement or of any cause of action arising from CONSULTANT's performance. A waiver by CITY of any breach of any term, covenant, or condition contained in this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement, whether of the same or different character. 40. FORCE MAJEURE. Neither the CONSULTANT nor the CITY shall be responsible for any delay caused by any contingency beyond their control, including, but not limited to, war or insurrection, walkouts by the Party's own employees, fires, natural calamities, riots, or demands or requirements of governmental agencies other than the CITY. 41. GOVERNING LAW. The terms of this Agreement shall be interpreted according to the laws of the State of California. Should litigation occur, venue shall be in the Superior Court of California, County of Ventura. 42. SEVERABILITY. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agreement will continue in full force and effect and be enforceable, 43. INTEGRATED AGREEMENT. This Agreement and the attached exhibits referenced herein to this Agreement represent the entire understanding between the Parties. No verbal Agreement or implied covenant shall be held to vary the provisions of this Agreement. This Agreement shall bind and inure to the benefit of the Parties, to this Agreement and any subsequent successors and assigns. 14 Docusign Envelope ID:DIAADE45-9B72-45AB-AAE6-64114131C4F6 Agreement No.32500112 44. NO THIRD-PARTY BENEFICIARY. This Agreement shall not be construed to be an Agreement for the benefit of any third-party or parties, and no third party or parties shall have any claim or right of action under this Agreement. 45. AUTHORITY TO EXECUTE. Each Party hereto expressly warrants and represents that through its Designated Representative it has the authority to execute this Agreement on behalf of its corporation, partnership, business entity, or governmental entity, and warrants and represents that the Designated Representative has the authority to bind each Party to the performance of its obligations hereunder. 46. EXECUTION — COUNTERPARTS. • This Agreement may be executed in any number of counterparts and each such duplicate counterpart shall constitute an original, but they shall not be effective nor enforceable unless and until it is executed with the handwritten signature or electronic signature of an authorized representative of each of the relevant Parties. No counterpart shall be deemed to be an original or presumed delivered unless and until the counterpart executed by the other Party to this Agreement is in the physical possession of the Party seeking enforcement thereof. 47. INCONSISTENT OR CONFLICTING TERMS. In the event of any contradictions or inconsistencies between, any attached documents or exhibits incorporated by reference herein and the provisions of the Agreement itself, the terms of the Agreement shall control. Any exhibit that is attached and incorporated by reference shall be limited to the purposes for which it is attached, as specified in this Agreement. Any contractual terms or conditions contained in such exhibit imposing additional obligations on the CITY are not binding upon the CITY's Designated Representative unless specifically agreed to in writing, and initiated by CITY's Designated Representative, as to each additional contractual term or condition. 48. CAPTIONS AND HEADINGS. The captions and headings contained in this Agreement are provided for identification purposes only and shall not be interpreted to limit or define the content, scope, or intent of the provisions described under the respective caption or heading. 49. ACKNOWLEDGEMENT. 15 Docusign Envelope ID:DIAADE45-9B72-45AB-AAE6-64114131C4F6 Agreement No.32500112 By signing below, CONSULTANT acknowledges that it has reviewed the CITY'S Professional Services Agreement terms and conditions and insurance requirements and that CONSULTANT hereby agrees to full compliance. [Signatures on next page] 16 Docusign Envelope ID: DIAADE45-9B72-45AB-AAE6-64 1 1 4 1 31C4F6 Agreement No.32500112 IN WITNESS WHEREOF, the Parties have entered into this Agreement effective on the date as written in Section 4 and upon signature of all Parties. CITY OF OXNARD DECKARD TECHNOLOGIES, INC. / �—Pm:uSrpn.0 av -14 (0 y Iuckela.S yd. Pt e 7/24/2024 • John C. aragoza, Mayor' Date Nickolas R. Del Pego, CEO Date ❑Jennifer Yates, Purchasing Manager2 --1ocu5ignedby: t u AS RtAkiNttA S 7/24/2024 —14r 11c3r,1-,LZG Thomas E. Hemmings, CFO 3 Date • '?/ Zf/1.-Y "1"."00„,011111111:-. en M. Fischer, CITY Date ttorney 1 The City Council must authorize and the Mayor must execute any agreement over$200,000 2 The Purchasing Agent may execute any authorized agreement up to$200,000 3 The City requires the following for any contract: • For a corporation, the signatures of the Board President, CEO or Vice President and of the Board Secretary, Assistant Secretary, CFO or Assistant Treasurer; • For an LLC, the signatures of at least two managers of the LLC(company directors, not lower- level managers); or • For a partnership, the signature of a partner. If the partnership is a limited partnership, the signer must be a general partner If the company has a different structure, or if the above-listed persons are not the appropriate signers, please submit to the City Attorney legally-binding documentation stating who can sign and bind your company 17 Docusign Envelope ID:D1AADE45-9B72-45AB-AAE6-64114131C4F6 Agreement No. 32500112 EXHIBIT A CONSULTANT/PROFESSIONAL SERVICE AGREEMENT (CITY of Oxnard and Deckard Technologies, Inc.) SCOPE OF SERVICES Short Term Rental (STR) Administrative Services Project Manager: Joe Pearson II, joe.pearson@oxnard.org, (805) 385-8272 A. Rentalscape a. STR listing monitoring system, including but not limited to: all advertised rental properties, maximum number of people listed, days rental properties are booked, and which day bookings are made. This includes checking to see if unpermitted properties claiming a 30 day minimum stay are still accepting reservations for shorter time frames. b. Weekly snapshots of every listing with date and time stamp, booking information (historical and upcoming), Oxnard permitting data, and compliance activity. c. The monitoring system shall be customized per City STR permitting codes. d. Electronic copies of all files are to be provided to the City, and all work products shall be owned by the City e. Proposed system roll-out meetings scheduled at daily/weekly intervals as needed for the first three months, then quarterly check-ins thereafter. B. Registration Portal a. Provide a host-facing portal for STR registration. A report of all activity required to be sent to the City every evening. C. Outreach Campaign a. The CONSULTANT will issue form letters to Oxnard residents for the following reasons: J. a STR is operating without appropriate licenses ii. a STR is operating outside of approved conditions iii. a STR has been issued a permit (or denied a permit) iv. a permit must be renewed v. a permit has expired vi. an applicant on the waiting list is now eligible to be issued a permit vii. TOT is due viii. Late notices when TOT is overdue b. The CONSULTANT shall also assist with the distribution of host outreach information, such as a welcome brochure and identifying rules and regulations for new tenants. 18 Docusign Envelope ID:D1AADE45-9B72-45AB-AAE6-64114131C4F6 Agreement No. 32500112 D. 24/7 Hotline a. A 24/7 hotline and publicly available online complaint form that allows citizens to raise any concerns about STR activity. The hotline must have a bilingual (Spanish) speaking option available at any time for callers to utilize. b. Services will be provided at the "Classic" level, meaning the Call Center will contact the local contact when information is available (permitted properties), notify them of the complaint then forward the information to the local city contact, c. Creation arid issuance to the City of a weekly report of all listed property complaints. • 19 Docusign Envelope ID:DIAADE45-9872-45A8-AAE6-641 1 4 1 31C4F6 Agreement No. 32500112 EXHIBIT B CONSULTANT/PROFESSIONAL SERVICE AGREEMENT (CITY of Oxnard and Deckard Technologies, Inc.) SCHEDULE OF COMPENSATION Services -Years 1-3 Property Identification, Compliance Monitoring $6,475 and Rental Activity Reporting Outreach Campaign $3,900 STR Registration Portal $5,000 Complaint 24/7 Hotline & Online Form $4,450 Total Annual Cost: $19,825 Total Agreement Cost $59,475 20 Docusign Envelope ID:DIAADE45-9B72-45AB-AAE6-64114131C4F6 Agreement No. 32500112 EXHIBIT C CONSULTANT/PROFESSIONAL SERVICES AGREEMENT (CITY of Oxnard and Deckard Technologies, Inc.) INSURANCE REQUIREMENTS Prior to contract approval, CONSULTANT/CONSULTANT/SELLER/BIDDER (hereafter referred to as "CONSULTANT") must procure, agree to maintain and supply evidence of insurance at the levels listed and in accordance with the other provisions listed in this document. 21 Docusign Envelope ID:D1AADE45-9B72-45AB-AAE6-64114131C4F6 Agreement No. 32500112 Exhibit INS-W INSURANCE REQUIREMENTS FOR CONSULTANTS (WITH CYBER LIABILITY REQUIREMENT) 1. Consultant shall obtain and maintain during the performance of any services under this Agreement the following insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of services hereunder by Consultant,its agents,representatives,employees or subconsultants, a, Commercial General Liability Insurance,including Contractual Liability,in an amount not less than$1,000.000 combined single limit for bodily injury and property damage for each claimant for general liability with coverage equivalent to Insurance Services Office Commercial General Liability Coverage(Occurrence Form CC 0001). If a general aggregate limit is used,that limit shall apply separately to the project or shall be twice the occurrence amount; b. Business automobile liability insurance in an amount not less than $1,000,000 combined single limit for bodily injury and property damage for each claimant for automobile liability with coverage equivalent to Insurance Services Office Automobile Liability Coverage(Occurrence Form CA0001)covering Code No. 1,"any auto"; e, Workers' compensation insurance in compliance with the laws of the State of California,and employer's liability insurance in an amount not less than$1,000,000 per claimant. d. Cyber Liability in an amount not less than $2,000,000 per occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Consultant in this Agreement and shall include,but not be limited to,claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory tines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. If the policy is written on a claims made basis,the retroactive date must be shown and must be before the date of the contract or the beginning of contract work. Insurance must be maintained and evidence of insurance must be provided for at least five(5)years after completion of the contract of work. 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 Consultant must purchase "extended reporting"coverage for a minimum of five(5)years after completion of contract work. 2, Consultant shall,prior to performance of any services,file with the Risk Manager certificates of insurance with original endorsements affecting coverage required by this Exhibit INS-B. The certificates and endorsements for each insurance policy arc to he signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements are to be on the attached forms or on other forms approved by the Risk Manager. All certificates and endorsements are to be received and approved by the Risk Manager before work commences. City reserves the right to require complete certified copies of all required insurance policies at any time. The certificates of insurance and endorsements shall be sent via email. If you have not received your request or are having difficulty with electronic upload, contact insurancei@oxnard.oru 3. Consultant agrees that all insurance coverages shall be provided by a California admitted insurance carrier with an A.M. Best rating of A:VII or better and shall be endorsed to state that coverage may not be suspended,voided, canceled by either party.or reduced in coverage or limits without 30 days' prior written notice to the Risk Manager. The Risk Manager shall not approve or accept any endorsement if the endorsement contains"best effort"modifiers or if the insurer is relieved from the responsibility to give such notice. 4. Consultant agrees that the commercial general liability and business automobile liability insurance policies shall be endorsed to name City, its City Council,officers,employees and volunteers as additional insureds as respects: liability arising out of activities performed by or on behalf of Consultant;products and completed operations of Consultant; premises owned,occupied or used by Consultant;or automobiles owned, leased,hired or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City, its City Council,officers,employees and volunteers. The General liability Special Endorsement Form and Automobile Liability Special Endorsement Form attached to this Exhibit INS-B or substitute forms containing the same information and acceptable to the Risk Manager shall be used to provide the endorsements (ISO form CG 2010 11/85 or if not available.CC 2010 with an edition date prior to 01/04 and CG 2037). 5. The coverages provided to City shall be primary and not contributing to or in excess of any existing City insurance coverages (this must be endorsed). Additionally,the workers'compensation policy shall include a waiver of all rights of subrogation which the insurer may have against the City. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to City, its City Council, officers, employees and volunteers. The insurance shall apply separately to each insured against whom claim is made or suit is brought,except with respect to the limits of the insurer's liability. 6. Any deductibles or self-insured retentions must he declared to and approved by the Risk Manager. At the option of the Risk Manager. either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City,its City Council,officers,employees and volunteers,or the contractor shall procure a bond guaranteeing payment of losses and related investigations,claim administration and defense expenses. 7. All insurance standards applicable to Consultant shall also be applicable to Consultant's subconsultants. Consultant agrees to maintain appropriate agreements with subconsultants and to provide proper evidence of coverage upon receipt of a written request from the Risk Manager. 7/24 22 Docusign Envelope ID: DIAADE45-9B72-45AB-AAE6-641 1 41 31C4F6 • • Exhibit INS-W Page 2 INSTRUCTION FOR SUBMITTING INSURANCE CERTIFICATES AND ENDORSEMENT FORMS Certificates of Insurance The sample accord form on the following page is provided to facilitate your preparation and submission of certificates of insurance. You may use this or any industry form that shows coverage as broad as that shown on the attached sample. Please note the certificate holder address must be as shown on the attached sample accord form with the contract number and insurance exhibit identification information completed. Improperly addressed certificates may delay the contract start-up date because the City's practice is to return unidentifiable insurance certificates to the insured for clarification as to the contract number. Cancellation provisions must be endorsed to the policy. Modifying the certificate does not change coverage or obligate the carrier to provide notes of cancellation. Endorsement Forms Original endorsements are required for general liability and automobile liability insurance policies and must be attached to the applicable certificate of insurance. City preference is that you use the endorsement forms which are attached. Substitute forms will be accepted, however, as long as they include provisions comparable to the attached INS-W.doc • 23 Docusign Envelope ID: DIAADE45-91372-45AB-AAE6-64114131C4F6 Exhibit INS-W Page 3 ACORD CERTIFICATE OF INSURANCE ISSUE DATE(MM/DD/YY) PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW SUB-CODE COMPANIES AFFORDING INSURANCE COVERAGE ,Nsuq iLt•Ar;r LETTER A SPECIFY COMPANY NAMES IN THIS SPACE cOMPAN. LETTER B COVERAGES THIS IS TO CERTIFY THAT THE POUCIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED,NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID '.I A 1f S CO TYPE OF INSURANCE POLICY NUMBER POLJCYEFFECTIVE POLICY EXPIRATION LIMITS LTR DATE[MM/DDIYY) DATE(MMIDO/ill -IENERAL AIMS UAdILITY -i✓`NFRA;ALil3Krt;A - $1,000,000 CL MADE x]OCCUR.COMMERCIAL GENERAL LIABILITY[x] (x] OWNER'S&CONTRACTOR'S PROT PRODUCTS COMP/OP AGG $1,000,000 PERSONAL&ADV.INJURY $1,000,000 EACH OCCURRENCE $1,000,000 FIRE DAMAGE(Any one fire) $ MED EXPENSE(Any one person) $ AUTOMOBILE LIAM Iry , $1,000,000 [x] ANY AUTO COMBINED's NUI t ALL OWNED AUTOS • I'MIT' SCHEDULED AUTOS dp1)ILY INJL.Ny J HIRED AUTOS NON-OWNED AUTOS (Per person) GARAGE LIAR SnV v 66 "-, accident) +Err Y DAMAGE $ A EXCESS(Awn/UMBRELLA FORM EACH OCCURRENCE $ i OTHER THAN UMBRELLA FORM ! AGGREGATE S A WORKERS'COMPENSAIION STAIUTUtY EMPLOYERS LIABILITY EAC-I ACCIDENT $1,000,000 O AS_;:r, C., M $1,000,000 DISEASE-EACH EMPLOYEE $1,000,000 DIRER A cveER__ABlt.,Tv $2,000,000 -- $2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/RESTRICTIONS/SPECIAL ITEMS CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL CHDAVOR TO MAIL DAYS WRITTEN NOTICE TO THE CITY OF OXNARD%Evident ID, Inc. CERTIFICATE HOLDER NAMED TO THE LEFT. • ppLGAUON.,RUAB.LtTYDI AN,4II04„IPl7Rt-T44ECO RAWY.iTs.Ac.c t&OWBEPRESEAITALVES. 8520 Allison Pointe Blvd.Ste 223 ALIT r+v7RLFEDR_=T,'WE'SENTA-,vE PMB 5210 Indianapolis, Indiana 462500-4299 US Rev 7/24 INS-B.doc 24 Docusign Envelope ID: DIAADE45-9B72-45AB-AAL6-64114131C4F6 Exhibit INS-W Page 4 GENERAL LIABILITY SPECIAL ENDORSEMENT SUBMIT IN DUPLICATE- -- FOR THE CITY OF OXNARD (the ``City") • fiDDR E f..v ',o ISSUE DATE(MM/DD/W) PRODUCER POLICY INFORMATION insurance Company: Policy No. Policy Period:(from) (to) LOSS ADJUSTMENT EXPENSE ' -ncs tO'r t mas n AMINO"tc flits Daaucii u Self.rrsted ,emn!iori'cheat wench)of$ NAMED INSURED w.th at-A9gefegateuls bas to coverage.11 _ Per Occurrence ,Aar Clam (which) APPLICABILITY This insurance pertains to the operations,products and/or tenancy of the named insured under all written agreements and permits in force with the City unless checked here-in which case only the following specific agreements and permits with the City are covered: TYPE OF INSURANCE i, C A, RCLMEsTSlP[RAM!S LAW—-'' OTHER PROVISIONS - COMMERCIAL GENERAL LIABILITY ,.erns Mane ;MP J l-l NStVtT I(NERJLL l,iABIt.iT4 iatmaava Dare_ .. OWNERS&CONTRACTORS PROTECTIVE Ccx_ar'wnce LIABIJI"LIMITS IN-HOUSANDS S COVERAGES _ SAC D C Ri-ACi ACGRFCAIi; _. 13dN£RAr- J^derwnters representative for claims pursuant to this insurance r'ROfYuC'SACUMr'.E t ED OPERA!IONS CLAIMS: - PERSONAL&ADVERTISING INJURY "+E1,e `IRE DAMAGE ideas Telephone: In consideration of the premium charged and notwithstanding any inconsistent statement in the policy to which this endorsement is attached or any endorsement now or hereafter attached thereto,insurance company agrees as follows: 1. INSURED. The City,its officers,agents,employees and volunteers are included as insureds with regard to liability and defense of suits arising from the operations,products and activities performed by or on behalf of the named insured 2. CONTRIBUTION NOT REQUIRED. As respects:(a)work performed Dy the named insured for or on behalf of the City;or(b)products sold by the named insured to the City;or(c) premises teased by the named insured from the City,the insurance afforded by this policy shall be pnmary insurance as respects the City,its officers,agents,employees or volunteers;or stand rt an unbroken chain of coverage excess of the named insured's scheduled underlying primary coverage. In either event,any other insurance maintained by the City,its officers,agents, employees or volunteers shall be in excess of this insurance and shall not contribute with it. 3. SEVERABILITY OF INTEREST. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included 4. CANCELLATION NOTICE. With respect to the interests of the City,this insurance shall not be canceled,or materially reduced in coverage or limits except after thirty(30)days prior written notice by receipted delivery has been given to the City 5. PROVISIONS REGARDING THE INSURED'S DUTIES. Any failure to comply with reporting provisions of the policy or breaches or violations of warranties shall not affect coverage provided to the City,its officers,agents,employees or volunteers 6 SCOPE OF COVERAGE This policy,if primary,affords coverage at least as broad as: a. Insurance Services Office Commercial General Liability Coverage,"occurrence" form CG0001;or b. If excess,affords coverage which is at least as broad as the primary insurance form CG0001 Except as stated above nothing herein shall be held to waive,alter or extend any of the limits.conditions,agreements or exclusions of the policy to which this endorsement is attached ENDORSEMENT HOLDER AUTHORIZED REPRESENTATIVE CITY OF OXNARD%Evident ID, Inc. Broker/Agent - Underwriter 8520 Allison Pointe Blvd.Ste 223 PMB 5210 I (print/type name),warrant that I have authority to bind Indianapolis, Indiana 462500-4299 US the above-mentioned insurance company and by my signature hereon do so bind this company to this endorsement. Signature (original signature required) Telephone.( ) Date Signed Rev 7/24 INS-B.doc 25 Docustgn Envelope ID: DIAADE45-9872-45AB-AAE6-64 1 1 41 3 1C4F6 Agreement No. 32500112 AUTOMOBILE LIABILITY SPECIAL ENDORSEMENT SUBMIT IN DUPLICATE ENDORSEMENT NO ISSUE DATE(MM/00/YY) FOR THE CITY OF OXNARD (the "City") PRODUCER POLICY INFORMATION' Insurance Company Policy No. Policy Period.(from) (to) i7YS An.iLSTvFN- i PENst. niu_Jr.fur I:nets In Addition to Limits Telephone: _ Deductible = Self-Insured Retention(check which)of$ NAMED INSURED with an Aggregate of$_ _applies to _rsvernge °N�C¢nurencr r'et Claim (which) APPLICABILITY. This insurance pertains to the operations,products and/or tenancy of the named insured under all wntten agreements and permits in force with the City unless checked here in which case only the following specific agreements and permits with the City are covered: CITY AGREEMENTS/PERMITS TYPE OF INSURANCE OTHER PROVISIONS COMMERCIAL AUTO POLICY BUSINESS AUTO POLICY 0 iC R LIMIT OF LIABILITY CLAIMS:Underwriter's representative for claims pursuant to this insurance Nwwhw { per accident,for bodily injury and property damage. A,dtlr,•,sa Telephone'O In consideration of the premium charged and notwithstanding any inconsistent statement in the policy to which this endorsement is attached or any endorsement now or hereafter attached thereto,insurance company agrees as follows 1 INSURED. The City,its officers,agents,volunteers and employees are included as insureds with regard to liability and defense of suits ansing from the operations,products and activities performed by or on behalf of the named insured 2 CONTRIBUTION NOT REQUIRED As respects (a)work performed by the named insured for or on behalf of the City;or(b)products sold by the named insured to the City,or(c) premises leased by the named insured from the City,the insurance afforded by this policy shall be pnmary insurance as respects the City,its officers,agents.employees or volunteers;or stand in an unbroken chain of coverage excess of the named insured's scheduled underlying primary coverage. In either event,any other insurance maintained by the City,its officers,agents, employees or volunteers shall be in excess of this insurance and shall not contnbute with it 3 SEVERABILITY OF INTEREST This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of Liability The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included 4 CANCELLATION NOTICE. With respect to the interests of the City,this insurance shall not be canceled,or materially reduced in coverage or limits except after thirty(30)days prior written notice by receipted delivery has been given to the City 5. PROVISIONS REGARDING THE INSURED'S DUTIES. Any failure to comply with reporting provisions of the policy or breaches or violations of warranties shall not affect coverage provided to the City,its officers,agents,employees or volunteers 6. SCOPE OF COVERAGE. This policy,if pnmary,affords coverage at least as broad as a. Insurance Services Office Automobile Liability Coverage,"occurrence"form CA0001,code("any auto"),or b If excess,affords coverage which is at least as broad as the pnmary insurance form referenced in the preceding section(1) Except as stated above nothing herein shall be held to waive,alter or extend any of the limits,conditions,agreements or exclusions of the policy to which this endorsement is attached ENDORSEMENT HOLDER AUTHORIZED REPRESENTATIVE CITY OF OXNARD%Evident ID, Inc. Broker/Agent Underwriter 8520 Allison Pointe Blvd.Ste 223 PMB 5210 i (print/type name),warrant that I have authority to bind the above-mentioned insurance company and by my signature hereon do so bind this company to this Indianapolis, Indiana 462500-4299 US endorsement. Signature (original signature required) -telephone:( Dale Signed ._ Rev 7/24 26 Docusign Envelope ID:DIAADE45-9B72-45AB-AAE6-64114131C4F6 Agreement No. 32500112 EXHIBIT E CONSULTANT/PROFESSIONAL SERVICES AGREEMENT (CITY of Oxnard and Deckard Technologies, Inc.) LIVING WAGE POLICY Pursuant to the Living Wage Policy adopted July 9, 2002 by the CITY Council and effective October 1, 2002, the CITY Manager and CITY Attorney are directed to include the following language in all standard CONSULTANT/Professional Services contracts that may be governed by the Living Wage Policy. A. CONSULTANT shall compensate any employee of CONSULTANT who provides Services under this Agreement in accordance with the Living Wage Policy, attached hereto and incorporated herein by reference as the Living Wage Policy Exhibit. While this Agreement is in effect, CONSULTANT shall pay such employee no less than $18.89 per hour for each hour that such employee provides Services under this Agreement. In addition, while this Agreement is in effect, CONSULTANT shall provide to such employee no less than 96 hours of paid leave per calendar year. B. CONSULTANT agrees to post, at a location readily accessible to those employees providing Services to the CITY, a copy of the Living Wage Policy adopted by CITY Council on July 9, 2002 and effective October 1, 2002. C. If CONSULTANT fails to compensate such employee pursuant to the Living Wage Policy, the CITY Manager or designee shall terminate this Agreement on written notice to CONSULTANT, effective immediately. D. In addition, if CONSULTANT fails to comply with the Living Wage Policy in any manner, CONSULTANT shall pay to CITY a fine of $500 and shall pay to any employee providing Services under this Agreement a penalty of three times the amount or value of the compensation owed to such employee under the Living Wage Policy. CONSULTANT shall pay such fine and penalty within fifteen (15) calendar days after the CITY Manager or designee provides written notice to CONSULTANT of the amount owed. 27 Docusign Envelope ID:DIAADE45-9B72-45AB-AAE6-64114131C4F6 Agreement No. 32500112 CITY OF OXNARD LIVING WAGE REQUIREMENTS EFFECTIVE JULY 1, 2023 CONSULTANT shall compensate any employee of CONSULTANT who provides Services under this Agreement in accordance with the Living Wage Policy, attached hereto and incorporated herein by reference as Exhibit D. While this Agreement is in effect, CONSULTANT shall pay such employee no less than $18.89 per hour for each hour that such employee provides Services under this Agreement. This hourly rate shall be adjusted on July 1, 2024, and each July 1 thereafter, according to the percentage change in the Consumer Price Index, all items, prepared by the Bureau of Labor Statistics for the Los Angeles area relating to all urban consumers (CPI-U), index base 1982-84=100, comparing May of the previous year to May of the current year. In addition, while this Agreement is in effect, CONSULTANT shall provide to such employee no less than 96 hours of paid leave per calendar year. a. CONSULTANT agrees to post, at a location readily accessible to those employees providing Services to the CITY, a copy of the Living Wage Policy adopted by the Oxnard CITY Council on July 9, 2002 and effective October 1, 2002. b. If CONSULTANT fails to compensate such employee pursuant to the Living Wage Policy, the CITY Manager or designee shall terminate this Agreement on written notice to CONSULTANT, effective immediately. c. In addition, if CONSULTANT fails to comply with the Living Wage Policy in any manner, CONSULTANT shall pay to CITY a fine of $500 and shall pay to any employee providing Services under this Agreement a penalty of three times the amount or value of the compensation owed to such employee under the Living Wage Policy. CONSULTANT shall pay such fine and penalty within fifteen (15) calendar days after the CITY Manager or designee provides written notice to CONSULTANT of the amount owed. 28 Docusign Envelope ID: DIAADE45-9B72-45AB-AAE6-64114131C4F6 Agreement No. 32500112 EXHIBIT F CONSULTANT/PROFESSIONAL SERVICES AGREEMENT (CITY of Oxnard and Deckard Technologies, Inc.) PREVAILING WAGE 1 . CONSULTANT acknowledges that the Project defined in the Agreement between CONSULTANT and CITY is a "public work" as defined in Division 2, Part 7, Chapter 1 of the California Labor Code ("Chapter 1"), and that this Agreement is subject to Chapter 1 and the rules and regulations established by the Director of Industrial Relations ("DIR") implementing such statutes. CONSULTANT shall perform the Project as a public work. CONSULTANT shall comply with and be bound by all the terms, rules and regulations described in Chapter 1 and the DIR's rules and regulations as though set forth in full herein. 2. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at CITY Hall and will be made available to any interested party on request. CONSULTANT acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and CONSULTANT shall post such rates at each job site covered by this Agreement. 3. CONSULTANT is required to post job site notices, as prescribed by regulation. See Labor Code Section 1771.4(a)(2). 4. CONSULTANT shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. CONSULTANT shall, as a penalty to CITY, forfeit not more than $200 for each calendar day or portion thereof for each worker paid less than the DIR's determined prevailing rates for the work or craft in which the worker is employed pursuant to this Agreement by CONSULTANT or any subcontractor. The Labor Commissioner shall determine the amount of the penalty as described in Section 1775. 5. CONSULTANT shall comply with Labor Code Section 1776, which requires CONSULTANT and each subcontractor to (1) keep accurate payroll records and verify such records in writing under penalty of perjury, (2) certify and make such payroll records available for inspection, and (3) inform CITY of the location of the records. 6. CONSULTANT shall comply with Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Administrative Code Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects for all apprenticeable occupations. Before commencing work under this Agreement, CONSULTANT shall provide CITY with a copy of the information submitted to any applicable apprenticeship program. Within 60 days after concluding the Project, CONSULTANT and each of its subcontractors shall submit to CITY a verified statement of the journeyman and apprentice hours performed under this Agreement. 29 Docusign Envelope ID:DIAADE45-9B72-45AB-AAE6-64114131C4F6 Agreement No. 32500112 7. CONSULTANT may not be debarred or suspended throughout the Agreement Term pursuant to Labor Code Section 1777.1 or 1777.7. If he, she or it becomes debarred or suspended in the Agreement Term, CONSULTANT must immediately notify CITY. 8. CONSULTANT is not qualified to bid on, be listed in a Bid proposal, or engage in the performance of any contract for public work, as defined in Labor Code Sections 1720 through 1861, unless currently registered and qualified to perform public work pursuant to Labor Code Section 1725.5. CONSULTANT shall continue without Interruption to stay registered and qualified to perform public work pursuant to Section 1725.5 for the duration of the term of this Agreement. This provision does not apply to construction, alteration, demolition, installation or repair work of $25,000 or less or to maintenance work of$15,000 or less. 9. CONSULTANT acknowledges that 8 hours labor constitutes a legal day's work. CONSULTANT shall comply with and be bound by Labor Code Section 1810. 10. CONSULTANT shall comply with and be bound by Labor Code Section 1813 concerning penalties for workers who work excess hours. CONSULTANT shall, as a penalty to CITY, forfeit $25 for each worker employed in the performance of this Agreement by CONSULTANT or by any subcontractor for each calendar day during which such worker is required or permitted to work more than 8 hours in any calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code Section 1815, work performed by CONSULTANT's employees in excess of 8 hours per day and 40 hours per week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than 1 '%times the basic rate of pay. 11 . The Project listed in the Agreement is subject to compliance monitoring and enforcement by the DIR. 12. CONSULTANT shall be responsible for each and every one of its subcontractors' compliance with Chapter 1, the DIR's rules and regulations, and Labor Code Sections 1860 and 3700. CONSULTANT shall include in the written contract between it and each subcontractor a copy of, and a requirement that each subcontractor shall comply with, those statutory provisions. CONSULTANT shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractors' compliance, including without limitation, conducting a periodic review of the certified payroll records of each subcontractor, and upon becoming aware of the failure of the subcontractor to pay its workers the specified prevailing rate of wages, CONSULTANT shall diligently take corrective action to halt or rectify any failure. 13. To the maximum extent, CONSULTANT shall hold harmless, defend (with counsel approved by the CITY Attorney) and indemnify CITY, its legislative bodies, and its officials, officers, employees and agents from any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental 30 Docusign Envelope ID:D1AADE45-9B72-45AB-AAE6-64 1 1 41 31C4F6 Agreement No. 32500112 to any acts or omissions listed above by any person or entity (including CONSULTANT, its subcontractors, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all attorneys' fees and other related costs. All duties of CONSULTANT under this Section shall survive Agreement termination. 3'l