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PUBLIC WORKS AGENCY

PROFESSIONAL SERVICES PROCUREMENT NOTICE

REQUEST FOR QUALIFICATIONS (RFQ)

FOR

Professional Engineering Services for the

Water Cost of Service Study and Rate Design Ventura County

Waterworks District Nos. 1 (Moorpark), 17 (Bell Canyon), 19 (Somis), AND 38 (Lake Sherwood)

RESPONSE DUE BY 2:00 PM

ON May 20, 2026

The Ventura County Waterworks Districts and Service Areas, will accept Statement of Qualifications

(SOQ) from firms to perform a cost of service study, validate the approved rate structure models, and recommend rates that generate adequate revenue to cover: current and future operations and maintenance costs based on established and anticipated regulations and industry best management practices; rate stabilization; capital repair and replacement costs based on age and condition of infrastructure and systems;

major Capital Improvement project costs; an adequate reserve fund; required debt coverage; and necessary studies to maintain an efficient and resilient utility.

This RFQ has been posted on the County of Ventura Bonfire website at https://ventura.bonfirehub.com.

Addenda and other documentation, if issued, are also posted to the Bonfire website. Questions concerning this RFQ shall be submitted under the “Messages” tab on the Bonfire website.

https://ventura.bonfirehub.com/

REQUEST FOR QUALIFICATIONS

VC-PWA – Water Rate Study

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TABLE OF CONTENTS

Page No.

SECTION I General Information 2

SECTION II Scope of Services 3

SECTION III Submission of Statement of Qualifications 4

SECTION IV Evaluation and Selection 5

ATTACHMENTS

• Attachment A – Location Map

• Attachment B – Sample of the Standard Professional Services Contract

SECTION I – GENERAL INFORMATION

Ventura County Waterworks District (District) Nos. 1, 17, 19, and 38 operate under Ventura County Public Works, Water and Sanitation Department (Department), and provide water service to Moorpark and outlying areas, Bell Canyon, Somis, and Lake Sherwood, respectively. Each District’s Board is the County of Ventura Board of Supervisors (Board of Directors) and has a five (5) member Citizens’ Advisory Committee appointed by the Board of Supervisors. Each District operates as a utility business, and all water expenses and revenues are accounted for in separate Enterprise Funds, which are also separate from the County’s General Fund.

District No. 1 (Moorpark) was formed on November 22, 1921. The District provides water to the City of Moorpark (City) and contiguous areas to the north and west of the City limits. The District distributes imported water from the State Water Project, delivered through the Metropolitan Water District of Southern California (Metropolitan) and Calleguas Municipal Water District (CMWD), groundwater pumped from its local wells, and recycled water from the Moorpark Wastewater Reclamation Facility (MWRF), along with the Tertiary Treatment Facility, which is located west of the City along Highway 118.

The District serves ~11,047 water connections with ~86% imported water, 14% local groundwater, and 13% recycled water.

District No. 17 (Bell Canyon) provides potable water to the Bell Canyon community, Boeing North American, Inc., and Las Virgenes Municipal Water District customers in the Santa Susana Knolls. The District’s entire water supply is imported water from the State Water Project, delivered through the Metropolitan Water District of Southern California, Calleguas Municipal Water District (CMWD), and the City of Simi Valley. The

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District services approximately 722 water connections and delivers approximately 845 AF of potable water a year.

District No. 19 (Somis) was formed on November 4, 1980, when it assumed responsibility for the Rancho Las Posas Mutual Water Company. When the District took over the water system, it was in disrepair, and service interruptions were frequent. The District has worked diligently to reduce service interruptions and to improve water quality. However, 70,000 feet (30%) of the 234,000 feet of pipeline maintained by the District was constructed before 1960. The old, undersized, flow-restricting waterlines need to be replaced. The estimated cost to replace priority pipelines and improve the water quality is approximately $10 million to $20 million. The District services approximately 1,082 water connections and delivers approximately 1,519 AF of potable water per year, with ~85% is groundwater, and the remaining 15% imported from CMWD.

District No. 38 (Lake Sherwood) provides potable water to the community of Lake Sherwood and serves a population of 1,759. The District’s entire water supply is imported water from the State Water Project, delivered through the Metropolitan Water District of Southern California and CMWD. The District services approximately 788 water connections and delivers approximately 1,500 AF of potable water per year to all M&I customers.

The Agency is requesting a Statement of Qualifications (SOQ) from qualified consultants to conduct a comprehensive water rate study. The study intends to independently assess and evaluate the existing rates of District Nos. 1, 17, 19, and 38, and to provide recommendations for the rate structure. The broad objective of the study is to develop a rate model and structure that adequately funds water utility operations and capital costs, while minimizing rate increases to the greatest degree possible. The focus is to ensure the utilities have sufficient, defensible funding to meet their operational, capital, current, and proposed debt service obligations. In addition, the consultant will provide a financial model showing rate impacts created by new capital and operational requirements. This model will be used by staff for future financial planning, so training and a hand-off of each model must be provided.

The study shall be based on a comprehensive review of each District’s funds and budgets, Systems Master Plan Updates, capital improvement plans, system improvement feasibility studies, current data, future planned growth of each District, and any other information deemed necessary, such as the San Juan Capistrano ruling challenging the legality of the tiered rate structure. The Department shall be provided with alternative rate proposals and recommendations for consideration.

SECTION II – SCOPE OF SERVICES

Evaluation of the Existing Rate Structure Models and Recommended Rate Increases for the Next 5 Years:

• Conduct a comprehensive review of the enterprise funds

• Review each District’s current water connection “buy-in” or capital improvement charge

(CIC) fee for future service locations and assess its suitability for cost recovery.

• Prepare a comprehensive Water Rate Study with a recommended rate schedule

pg. 4 for FY2026-FY2031 that is based on cost of service, follows generally accepted rate design criteria, and adheres to the substantive requirements of Proposition

• Provide a schedule for developing the preliminary and final reports. The preliminary report shall be delivered to the Department by September 7, 2026, and the final report by November 30, 2026.

• Review each District’s current administrative miscellaneous fees and provide a model for fees for the next 5-year period from FY2029–FY2033.

The scope of services shall include:

• Develop a rate structure that meets financial obligations and ensures long-term stability for the Water Enterprise Fund.

• Develop and propose adjustments to rates needed to fund other costs (such as pass-through surcharges imposed by water suppliers) for a five (5) to ten (10) year period.

• Consider the current and future cost of providing water in accordance with established and anticipated standards, regulations, including new laboratory testing requirements, water availability, the age and condition of the water system, and California State’s Water Codes.

• Identify and analyze various direct costs for each Enterprise Fund, including all debt service, overhead costs, personnel, administrative, operational, and capital costs to ensure that all costs for the Enterprise Fund are being fully accounted for and are allocated among all customer classes fairly and equitably, consistent with State law.

• Assess current rate structure models and cost-of-service allocations as a baseline for recommending changes.

• Build all models with the ability to pass through the cost of Calleguas water, Fox Canyon / Las Posas Valley allocations, and the ability to create surcharges on loans specific to capital projects.

• Recommend changes that comply with Proposition 218 provisions and all federal, state, and local rules and regulations.

• Include a provision for an emergency rate structure that can be incorporated into the District Rules and Regulations to address water supply (groundwater and imported water) shortages, drought, etc., and allow for flexibility for this rate structure to be legally enacted without delays inherent in Proposition 218 process.

• Assess current revenue, estimation of future revenue, and ability to meet projected revenue requirements based on historical and current budgets, current operational expenses, future system requirements, expected operational changes, and Capital Improvement Plan projects. Inflation, debt service repayment, reserve balance level increases, and other cash obligations should also be considered.

• Meet or confer with staff during weekly rate model reviews.

• Attend eight (8) Zoom meetings with the Citizen Advisory Committee to present

District rate proposals and obtain input for possible revisions.

• Attend Zoom meetings to present the preliminary and final water rate reports to staff and the Director.

• Attend the public Board of Supervisors’ meeting on December 15, 2026, to support and answer Board questions regarding the water rate proposals for adoption (TBD). Travel costs will not be paid for by the County of Ventura.

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• Present Final Water Rate Study to the PWA Water and Sanitation Director, and Citizen Advisory Committee members.

• Assess existing customer service administration fee structure and identify other potential areas for service and system charges (shut-down activities, backflow devices, water service shut-offs, etc.) and recommend changes, if appropriate.

Highlighting any liability to the District because of assessing the miscellaneous fees.

• Develop a water Capacity Charge Study. The final study will be posted on the Department’s website. Tasks include reviewing current capacity charges, evaluating system growth needs, and analyzing the cost of capacity-related capital improvements. The consultant will develop defensible methodology options, calculate recommended capacity charges, and prepare clear documentation supporting the findings. Deliverables will include a draft and final report, presentation materials, and participation in stakeholder and citizen advisory committee meetings.

The consultant is encouraged to expand and/or modify these services based on their experience and knowledge. The completeness of the consultant’s proposed scope of services will be a consideration in selecting the firm to prepare the rate study.

SECTION III - SUBMISSION OF STATEMENT OF QUALIFICATIONS

TEAM QUALIFICATIONS

Team qualifications for this effort include:

• An identification of the Consultant has over 20 years of experience performing services for projects of a similar size, scope, and complexity as the services required by this RFQ, and the most recent projects for which the Consultant has performed water rate studies in Ventura County, California.

• A list of the Consultant's principals, employees, and agents, which the Proposer intends to assign to this project. This list shall include profiles and qualifications for each individual and the type of work to be performed. Experience must include at least ten years of California regional rate setting.

STATEMENT OF QUALIFICATIONS INSTRUCTIONS

SOQs must be submitted online through the County of Ventura Bonfire website.

By submitting a SOQ, the firm states that they have thoroughly examined and become familiar with the Scope of Consultant Services outlined in this RFQ and that they are capable of performing the work to achieve the Agency’s objectives.

All respondents are required to submit the information detailed below. Responses shall be organized and presented professionally to assist in reviewing and scoring. Responses should be presented in appropriate detail to thoroughly respond to the requirements and expected services described herein.

STATEMENT OF QUALIFICATIONS ORGANIZATION AND CONTENT

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The following information shall be included in the SOQ:

1. A letter of transmittal indicating the firm's interest in providing the service and any other information that would assist the Agency in making a selection. Include the name, address, telephone number, and email address of the person(s) to be contacted for further information or clarification.

2. List of similar assignments completed over the past ten (10 years.

3. Overall approach to addressing the needs of the Agency, understanding of the specific project and expectations, and discussion of staff availability and capacity to respond to Agency requests for assistance promptly.

4. Company background information and supporting narrative describing the roles and responsibilities, and related experience of each person proposed to support this project.

Please limit submissions to a maximum of eight (8 single-sided 8½ x 11 pages, excluding personnel resumes. Additional information may be submitted in the form of attachments

Expected Consultant fees will not be a part of the evaluation process. Please do not include any pricing or schedule of fees with your submittal.

SECTION IV – EVALUATION AND SELECTION

EVALUATION CRITERIA

The following factors will be considered by the Agency when evaluating the SOQ:

1. Accuracy, overall quality, thoroughness, and responsiveness to the County’s requirements as summarized herein.

2. The qualifications and experience of the firm, the designated account representative, and other key personnel assigned to the project.

3. Successful performance of similar water rate setting in Ventura County and bordering regional areas of California.

4. Overall approach to providing the consultancy services requested.

5. Firm’s plan to meet the Agency’s goals, timeline, and expectations of the project.

SELECTION PROCESS

Selection by the Agency for professional services is based on demonstrated competence and on the professional qualifications necessary for the satisfactory performance of the services required, in accordance with Government Code 2425 and County Resolution of November 1998.

The Agency reserves the right to reopen the RFQ process to other interested Consultants if it is

pg. 7 determined that the number of respondents to the RFQ is insufficient to support the selection process. If the Agency elects to reopen the RFQ process, Consultants who have already submitted their proposals need not submit a second proposal. If the RFQ process is reopened, the Agency will use the same standards and criteria to evaluate the merits of the additional applicants.

The Agency’s Selection Committee will review and score the proposals received by the submittal deadline to determine which firm best meets the evaluation criteria and is best qualified to perform the work. Consultants will be ranked in the order of their qualification evaluation scores.

Interviews may or may not be conducted at the sole discretion of the Agency.

This solicitation does not commit the Agency to award a contract or to pay any costs incurred in the preparation of proposals in response to this RFQ. All submittals in response to this RFQ shall become the property of the County. The Agency reserves the right to accept or reject any or all proposals received because of this RFQ, to negotiate with the selected respondents, to extend the contract for an additional period, or to cancel in part or in its entirety the RFQ, if it is in the best interests of the County to do so.

The selected Consultant shall be required to execute a County Standard Professional Services Contract, a sample of which is shown in Attachment B.

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Attachment A

Location Map

May 7, 2026

M ay 7, 2026

pg. 9

Attachment B

Sample Standard Professional Services Contract

Form ES-150 (ver. 01/25/2018) Page 1 of 8

P R O F E S S I O N A L S E R V I C E S C O N T R A C T A E with [Consultant]

(Project No: )

This contract is made and entered into this __ day of __, ____, by and between the , hereinafter referred to as AGENCY, and [Consultant], hereinafter referred to as CONSULTANT, regarding CONSULTANT’s performance of the work and services described in Exhibit A hereto (the “Work”). CONSULTANT, or a principal of the firm, is registered, licensed or certified by the State of California as a [Registration], number [number].

In consideration of the mutual promises contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Scope of Work; Standard of Performance

AGENCY hereby retains CONSULTANT to perform the Work described in Exhibit A hereto. The Work shall be performed in accordance with the terms and conditions of this contract and the County of Ventura Public Works Agency Consultant's Guide to Ventura County Procedures (“Guide”) as amended from time to time, which is on file in the office of the Public Works Agency, and which by reference is made a part hereof. This contract shall take precedence over the Guide in case of conflicting provisions; otherwise they shall be interpreted together. In performing the Work CONSULTANT shall exercise the degree of skill and care customarily exercised by professionals in the State of California when providing similar services with respect to similarly complex work and projects.

2. Time Schedule

All Work and any portion thereof separately identified shall be completed within the time provided in the "Time Schedule" attached hereto as Exhibit B. AGENCY will issue a suspension of the contract time if CONSULTANT is delayed by any public agency reviewing documents produced by CONSULTANT under this contract, or solely due to acts or omissions of AGENCY, provided that CONSULTANT promptly notifies AGENCY in writing of such delays.

3. Fees and Payments

Payment shall be made monthly, or as otherwise provided, on presentation of a completed AGENCY Consultant Services Invoice Form in accordance with the "Fees and Payment" provisions attached hereto as Exhibit C.

4. Termination

AGENCY retains the right to terminate this contract for any reason prior to completion of the Work upon five days written notice to CONSULTANT. Upon termination, AGENCY shall pay CONSULTANT for all Work performed prior to such termination, provided however, that such charges shall not exceed the maximum fee specified in Exhibit C for completion of any separately identified task/phase of the Work which, at the time of termination, has been started by request of AGENCY, plus the outstanding amount of contract retention withheld to date.

5. Right to Review

AGENCY shall have the right to review the Work at any time during AGENCY's usual working hours.

Review, checking, approval or other action by the AGENCY shall not relieve CONSULTANT of CONSULTANT's responsibility for the accuracy and completeness of the Work.

6. Work Product

On completion or termination of the contract, AGENCY shall be entitled to immediate possession of, and CONSULTANT shall promptly furnish, on request, all reports, drawings, designs, computations, plans, specifications, correspondence, data and other work product prepared or gathered by CONSULTANT arising out of or related to the Work (collectively, “Work Product”). AGENCY has a royalty-free

Form ES-150 (ver. 11/27/2023) Page 2 of 8 nonexclusive and irrevocable right to reproduce, publish, or otherwise use, and authorize others to use, Work Product for government purposes. CONSULTANT may retain copies of the Work Product for its files. Work Product prepared by CONSULTANT pursuant to this contract shall not be modified by AGENCY unless CONSULTANT's name, signatures and professional seals are completely deleted.

CONSULTANT shall not be responsible for any liabilities to AGENCY for the use of such Work Product that is modified by persons other than CONSULTANT. CONSULTANT is authorized to place the following statement on the drawings, specifications and other Work Product prepared pursuant to this contract:

"This drawing [or These specifications], including the designs incorporated herein, is [are] an instrument of professional service prepared for use in connection with the project identified hereon under the conditions existing on [date]. Any use, in whole or in part, for any other project without written authorization of [CONSULTANT's name] shall be at the user's sole risk."

7. Errors and Omissions

Without limiting AGENCY’s other available remedies, if a construction change order is required for the subject project as a proximate result of an error or omission of CONSULTANT in the preparation of the construction or survey documents pursuant to this contract, regardless of whether or not such error or omission was the result of negligence, the necessary amendment or supplement to the construction documents required for such change order shall be made by CONSULTANT at no additional charge to

AGENCY.

8. Correction of Work

If any Work performed by CONSULTANT does not conform to the requirements and professional standards of this contract, AGENCY may require CONSULTANT to correct the Work until it conforms to said requirements and standards at no additional cost to AGENCY. AGENCY may withhold payment for disputed Work until CONSULTANT correctly performs the Work or the dispute is otherwise resolved in accordance with this contract. When the Work to be performed is of such a nature that CONSULTANT cannot correct its performance, AGENCY may reduce the CONSULTANT’s compensation to reflect the reduced value of the Work received by AGENCY. If CONSULTANT fails to promptly correct non-conforming Work, AGENCY may have the Work performed by a third party in conformance with the requirements and professional standards of this contract and charge CONSULTANT, or withhold from payments due CONSULTANT, any costs AGENCY incurs that are directly related to the performance of the corrective work. AGENCY shall not unreasonably withhold or reduce payment for CONSULTANT’s Work under this section.

9. Sub Consulting

With the prior written consent of AGENCY, CONSULTANT may engage the professional services of subconsultants for the performance of a portion of the Work (“Subconsultants”). CONSULTANT shall be fully responsible for all Work performed by Subconsultants which must be performed in accordance with all terms and conditions of this contract. All insurance requirements set forth in section 13 below, “Insurance Requirements,” shall apply to each Subconsultant, except to the extent such requirements are modified or waived in writing by AGENCY. CONSULTANT shall ensure that each Subconsultant obtains and keeps in force and effect during the term of this contract the required insurance.

10. Independent Contractor

a. No Employment Relationship. CONSULTANT is an independent contractor, and no relationship of employer and employee is created by this contract. Neither CONSULTANT nor any of the persons performing services for CONSULTANT pursuant to this contract, whether said person be a principal, member, partner, officer, employee, agent, volunteer, associate, Subconsultant or otherwise of CONSULTANT, will have any claim under this contract or otherwise against AGENCY for any salary, wages, sick leave, vacation pay, retirement, social security, workers’ compensation, disability, Form ES-150 (ver. 11/27/2023) Page 3 of 8 unemployment insurance, federal, state or local taxes, or other compensation, benefits or taxes of any kind. AGENCY is not required to make any deductions from the compensation payable to CONSULTANT under the provisions of this contract. CONSULTANT shall be solely responsible for self-employment Social Security taxes, income taxes and any other taxes levied against self-employed persons.

CONSULTANT does not assign such obligation to AGENCY for collection or administration except as may be required by federal and state law.

b. No AGENCY Control of Means and Methods of Performance. Except as otherwise provided in this contract, AGENCY will have no control over the means or methods by which CONSULTANT will perform services under this contract, provided, however, that CONSULTANT will perform services hereunder and function at all times in accordance with approved methods of practice in the professional specialty of

CONSULTANT.

c. Third Parties Employed by CONSULTANT. If, in the performance of this contract, any third parties (including, without limitation, Subconsultants) are employed by CONSULTANT, such third parties will be entirely and exclusively under the direction, supervision and control of CONSULTANT. All terms of employment, including hours, wages, working conditions, discipline, hiring and discharging, and other applicable requirements of law will be the responsibility of and determined by CONSULTANT, and AGENCY will have no right or authority over such third parties or the terms of such employment, except as provided in this contract.

d. Compliance with Workers’ Compensation Laws. CONSULTANT will comply with all applicable provisions of the Workers Compensation Insurance and Safety Act of the State of California (codified as amended commencing at Labor Code section 3200), including, without limitation, divisions 4 and 5 of the California Labor Code, and all amendments thereto, and all applicable similar state and federal acts or laws, and will indemnify and hold harmless AGENCY from and against all Third Party Claims (defined elsewhere herein) presented, brought or recovered against AGENCY, for or on account of any liability under any of said laws which may be incurred by reason of any services to be performed under this contract.

e. Indemnity for Claims of Employer-Employee Relationship. CONSULTANT agrees to defend, through attorneys approved by AGENCY, indemnify and hold harmless AGENCY and its boards, agencies, departments, officers, employees, agents and volunteers from and against any and all Third-Party Claims (defined elsewhere herein) made against AGENCY based upon any contention by any third party that an employer-employee relationship exists by reason of this contract. CONSULTANT further agrees to hold AGENCY harmless from and to compensate AGENCY for any Third-Party Claims against AGENCY for payment of state or federal income or other tax obligations relating to CONSULTANT’s compensation under the terms of this contract. CONSULTANT will not settle or otherwise compromise a Third-Party Claim covered by this subsection without AGENCY’s advance written approval. This subsection does not apply to any penalty imposed by any governmental agency that is not caused by or the fault of

CONSULTANT.

11. Duty of Loyalty; Conflicts of Interest

a. CONSULTANT owes AGENCY a duty of undivided loyalty in performing the Work under this contract, including the obligation to refrain from having economic interests and participating in activities that conflict with AGENCY’s interests with respect to the Work and subject project.

CONSULTANT shall take reasonable measures to ensure that CONSULTANT and its principals, officers, employees, agents and Subconsultants do not possess a financial conflict of interest with respect to the Work and subject project. CONSULTANT shall promptly inform AGENCY of any matter that could reasonably be interpreted as creating a conflict of interest for CONSULTANT with respect to the Work and subject project. This section is not intended to modify the standard of performance as set forth in Section 1.

Form ES-150 (ver. 11/27/2023) Page 4 of 8

b. CONSULTANT acknowledges that the California Political Reform Act (“Act”), Government Code section 81000 et seq., provides that principals, officers, employees and agents of consultants retained by a public agency may be deemed “public officials” subject to the Act if they make or advise AGENCY on decisions or actions to be taken by AGENCY. To the extent AGENCY determines that the Act applies to CONSULTANT or its principals, officers, employees or agents, each designated person shall abide by the Act, including the requirement for public officials to prepare and file statements disclosing specified economic interests, as directed by AGENCY. In addition, CONSULTANT acknowledges and shall abide by the contractual conflict of interest restrictions imposed on public officials by Government Code section 1090 et seq.

c. During the term of this contract CONSULTANT shall not employ or compensate AGENCY’s current employees.

12. Defense and Indemnification

If this contract is a contract “for design professional services” within the meaning of Civil Code section 2782.8, then subsection b. applies, and subsection a. does not apply and is not part of this contract, notwithstanding its inclusion below. Otherwise, subsection a. applies, and subsection b. does not apply and is not part of this contract, notwithstanding its inclusion below.

a. CONSULTANT agrees to defend, through attorneys approved by AGENCY, indemnify and hold harmless AGENCY and the County of Ventura (if not defined as AGENCY) and their boards, agencies, departments, officers, employees, agents and volunteers (collectively, “Indemnitee”) from and against any and all claims, lawsuits, judgments, debts, demands, and liability (including attorney fees and costs) (collectively, “Third Party Claims”), including, without limitation, those arising from injuries or death of persons and/or damage to property, whether against CONSULTANT, AGENCY or others, arising directly or indirectly out of the obligations herein described or undertaken or out of operations conducted or subsidized in whole or in part by CONSULTANT, save and except third party claims arising through the sole gross negligence or sole willful misconduct of Indemnitee. CONSULTANT shall not settle or otherwise compromise a Third-Party Claim covered by this section without AGENCY’s advance written approval.

b. CONSULTANT agrees to defend, through attorneys approved by AGENCY, indemnify and hold harmless AGENCY and the County of Ventura (if not defined as AGENCY) and their boards, agencies, departments, officers, employees, agents and volunteers (collectively, “Indemnitee”) from and against any and all claims, lawsuits, judgments, debts, demands and liability (including attorney fees and costs) (collectively, “Third Party Claims”), including, without limitation, those arising from injuries or death of persons and/or damage to property, that arise out of, pertain to, or relate to the negligence, recklessness or willful misconduct of CONSULTANT or its principals, officers, employees, agents or Subconsultants in the performance of this contract. This indemnity provision does not apply to Third Party Claims arising from the sole negligence or willful misconduct of Indemnitee, or to the extent caused by the active negligence of Indemnitee. The cost to defend charged to CONSULTANT or an Indemnitee shall not exceed its proportionate percentage of fault. However, notwithstanding the previous sentence, in the event one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, CONSULTANT shall meet and confer with Indemnitee and any other defendants regarding unpaid defense costs. In the event AGENCY or Third-Party tenders, a Third-Party Claim to CONSULTANT for defense under this subsection 12.b., AGENCY and CONSULTANT shall meet and confer in good faith and make best efforts to agree to an equitable sharing of the costs of defense between them prior to any determination and apportionment of fault (or if no such determination and apportionment is made) based on the allegations of the claim. CONSULTANT shall not settle or otherwise compromise a Third-Party Claim covered by this section without AGENCY’s advance written approval.

Form ES-150 (ver. 11/27/2023) Page 5 of 8

13. Insurance Requirements

a. Without limiting CONSULTANT’s duty to defend and indemnify AGENCY as required herein, CONSULTANT shall, at CONSULTANT's sole cost and expense and throughout the term of this contract and any extensions hereof, carry one or more insurance policies that provide at least the following minimum coverage:

i. Commercial general liability insurance shall provide a minimum of $1,000,000.00 coverage for each occurrence and $2,000,000.00 in general aggregate coverage.

ii. Automobile liability insurance shall provide a minimum of either a combined single limit (CSL) of $1,000,000.00 for each accident or all of the following: $250,000.00 bodily injury (BI) per person, and $500,000.00 bodily injury per accident, and $100,000.00 property damage (PD). Automobile liability insurance is not required if CONSULTANT does no traveling in performing the Work.

iii. Workers’ compensation insurance in full compliance with California statutory requirements for all employees of CONSULTANT in the minimum amount of $1,000,000.00. This workers’ compensation insurance requirement may only be waived by AGENCY in writing if CONSULTANT is a sole proprietor with no employees and CONSULTANT provides AGENCY with evidence of such before commencing any work under the contract.

iv. Professional liability (errors and omissions) insurance shall provide a minimum of $1,000,000.00 coverage per claim and $2,000,000.00 in annual aggregate coverage.

If CONSULTANT maintains higher limits than the minimums shown above, AGENCY requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to AGENCY.

b. With respect to any coverage written on a “claims made” basis, CONSULTANT shall, for three years after the date when this contract is terminated or completed, maintain such policy with a retroactive date that is on or before the start date of contract services or purchase an extended reporting period endorsement (tail coverage). AGENCY may withhold final payments due until satisfactory evidence of the continued maintenance of such policy or the tail coverage is provided by CONSULTANT to AGENCY. Such policy shall allow for reporting of circumstances or incidents that may give rise to future claims.

c. CONSULTANT shall notify AGENCY immediately if CONSULTANT's general aggregate of insurance is exceeded by valid litigated claims in which case additional levels of insurance must be obtained to maintain the above-stated requirements. All required insurance shall be written by a financially responsible company or companies authorized to do business in the State of California. CONSULTANT shall notify AGENCY of any and all policy cancellations within three working days of the cancellation.

d. The commercial general liability policy shall name AGENCY and the County of Ventura (if not defined as AGENCY) and their respective officials, employees, and agents as additional insureds (“Additional Insureds”). All required insurance shall be primary coverage as respects the Additional Insureds, and any insurance or self-insurance maintained by Additional Insureds shall be in excess of CONSULTANT's insurance coverage and shall not contribute to it. Coverage shall apply separately to each insured, except with respect to the limits of liability, and an act or omission by one of the named insureds shall not reduce or avoid coverage to the other named insureds. Additional Insured coverage shall include both ongoing and completed operations. In

Form ES-150 (ver. 11/27/2023) Page 6 of 8 the case of policy cancellation, AGENCY shall be notified by the insurance company or companies as provided for in the policy.

e. CONSULTANT hereby waives all rights of subrogation against AGENCY, the County of Ventura, all special districts governed by the Board of Supervisors, and each of their boards, directors, employees and agents for losses arising directly or indirectly from the activities or Work under this contract. The commercial general liability, automobile liability and workers’ compensation policies shall contain a provision or endorsement needed to implement CONSULTANT’s waiver of these rights of subrogation.

f. Prior to commencement of the Work, CONSULTANT shall furnish AGENCY with certificates of insurance and endorsements effecting all coverage required hereunder. Copies of renewal certificates and endorsements shall be furnished to AGENCY within 30 days of the expiration of the term of any required policy. CONSULTANT shall permit AGENCY at all reasonable times to inspect any policies of insurance required hereunder.

g. Each insurance policy required above shall state that coverage shall not be canceled except with notice to AGENCY.

14. Compliance with Laws and Regulations; Permits and Licenses

CONSULTANT shall perform its obligations hereunder in compliance with all applicable federal, state, and local laws and regulations. CONSULTANT certifies that it possesses and shall continue to maintain or shall cause to be obtained and maintained, at no cost to AGENCY, all approvals, permissions, permits, licenses, and other forms of documentation required for it and its principals, officers, employees, agents and Subconsultants to comply with all applicable statutes, ordinances, and regulations, or other laws, that apply to performance of the Work. AGENCY is entitled to review and copy all such applications, permits, and licenses which CONSULTANT shall promptly make available upon AGENCY’s request.

15. Prevailing Wage Requirements

Certain work to be performed under this contract may be considered “public works” subject to prevailing wage, apprenticeship and other labor requirements of Labor Code division 2, part 7, chapter 1, section 1720 et seq. Such public works may include work performed during the design and preconstruction phases of construction including, but not limited to, inspection and land surveying work. CONSULTANT is solely responsible for determining whether the Work, or any portion thereof, is subject to said requirements, and for complying with all such requirements that apply. All such public works projects are subject to compliance monitoring by the California Department of Industrial Relations (DIR). AGENCY has obtained from the DIR general prevailing wage determinations for the locality in which the Work is to be performed that are on file with AGENCY’s Public Works Agency and are available upon request.

CONSULTANT is responsible for posting job site notices as prescribed by regulation pursuant to Labor Code section 1771.4(a)(2). CONSULTANT acknowledges that it is aware of state and federal prevailing wage and related requirements and shall comply with these requirements to the extent applicable to the Work, including, without limitation, Labor Code sections 1771 (payment of prevailing wage), 1771.1 (registration with DIR) and 1771.4 (submission of certified payrolls to Labor Commissioner).

16. Miscellaneous

a. Entire Understanding. This contract is an integrated agreement and constitutes the final expression, and the complete and exclusive statement of the terms of, the parties’ agreement with respect to the subject matter hereof. This contract supersedes all contemporaneous oral and prior oral and written agreements, understandings, representations, inducements, promises, communications or warranties of any nature whatsoever, by either party or any agent, principal, officer, partner, employee or representative of either party, with respect to the subject matter hereof. Without limiting the foregoing, CONSULTANT acknowledges that no representation, Form ES-150 (ver. 11/27/2023) Page 7 of 8 inducement, promise or warranty not contained in this contract will be valid or binding against

AGENCY.

b. No modification, waiver, amendment or discharge of this contract shall be valid unless the same is in writing and signed by duly authorized representatives of both parties.

c. Non-assignability. CONSULTANT will not assign this contract or any portion thereof to a third party without the prior written consent of AGENCY, and any attempted assignment without such prior written consent will be null and void and will be cause, at AGENCY’s sole and absolute discretion, for immediate termination of this contract. AGENCY may withhold its consent to assignment at its discretion. In the event AGENCY consents to assignment, the obligations of CONSULTANT hereunder shall be binding on CONSULTANT’s assigns.

d. Third Party Beneficiaries. Except for indemnitees under sections 10.e and 12 above, this contract does not, and the parties to this contract do not intend to, confer a third party beneficiary right of action on any third party whatsoever, and nothing set forth in this contract will be construed so as to confer on any third party a right of action under this contract or in any manner whatsoever.

e. Time limits stated herein are of the essence.

f. Governing Law; Venue. This contract is made and entered into in the State of California and shall, in all respects, be interpreted, governed and enforced in accordance with the laws of the State of California applicable to contracts entered into and fully to be performed therein. The venue for any action, suit, arbitration, judicial reference or other proceeding concerning this contract shall be in Ventura County, California.

a. All notices, requests, claims, and other official communications under the contract shall be in writing and transmitted by one of the following methods:

(1) Personal delivery.

(2) Courier where receipt is confirmed.

(3) Registered or certified mail, postage prepaid, return receipt requested.

Such notices and communications shall be deemed given and received upon actual receipt in the case of all except registered or certified mail; and in the case of registered or certified mail, on the date shown on the return receipt or the date delivery during normal business hours was attempted. All notices and communications shall be sent to CONSULTANT at the current address on file with AGENCY for contract payment purposes, and shall be sent to AGENCY as follows:

Public Works Agency County of Ventura L#1670 800 South Victoria Avenue Ventura, CA 93009-1670

Either party may change its contact information by providing written notice of the change to the other party in accordance herewith.

b. Further Actions. The parties hereto agree that they will execute any and all documents and take any and all other actions as may be reasonably necessary to carry out the terms and conditions of this contract.

c. Legal Representation. Each party warrants and represents that in executing this contract, the party has relied upon legal advice from attorneys of the party’s choice (or had a reasonable opportunity to do so); that the party has read the terms of this contract and had their consequences (including risks, complications and costs) completely explained to the party by the party’s attorneys (or had a reasonable opportunity to do so); and that the party fully understands the terms of this contract. Each party further acknowledges and represents that the

Form ES-150 (ver. 11/27/2023) Page 8 of 8 party has executed this contract freely and voluntarily without the undue influence of any person, and the party has not relied on any inducements, promises or representations made by any person not expressly set forth in this contract.

d. No Waiver. Failure by a party to insist upon strict performance of each and every term, condition and covenant of this contract shall not be deemed a waiver or relinquishment of the party’s rights to enforce any term, condition or covenant.

e. Partial Invalidity. If any provision of this contract is held by a court of competent jurisdiction to be invalid, void or unenforceable, the parties intend, and it shall be so deemed, that the remaining provisions of this contract shall continue in full force without being impaired or invalidated in any way. If such provision is held to be invalid, void or unenforceable due to its scope or breadth, such provision shall be deemed valid to the extent of the scope or breadth permitted by law.

f. Interpretation of Contract. For purposes of interpretation, this contract shall be deemed to have been drafted by both parties, and no ambiguity shall be resolved against any party by virtue of the party’s participation in the drafting of the contract. Accordingly, Civil Code section 1654 shall not apply to the interpretation of this contract. Where appropriate in the context of this contract, the use of the singular shall be deemed to include the plural, and the use of the masculine shall be deemed to include the feminine and/or neuter.

g. Counterparts. This contract may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same contract.

CONSULTANT:

Signature

Print Name and Title

Signature

Print Name and Title

[VendorID] Vendor Number

AGENCY:

Public Works Director or Deputy Purchasing Agent

SECTION IV – EVALUATION AND SELECTION