4. MC-2026-2 MAINTENANCE CONTRACT.pdf

Specification No. MC-2026-2

CSD Agreement No.

4825-3386-1219 v2

CAMARILLO SANITATRY DISTRICT

BIOSOLIDS HAULING, COMPOSTING, AND DISPOSAL SERVICES

This contract (“Contract”) is effective as of January 1, 2027 (“Effective Date”), and is between the CAMARILLO SANITARY DISTRICT, a Sanitary District organized pursuant to the California Health and Safety Code (“District”), and _______________, a California corporation (“Contractor”), collectively referred to as the “Parties.”

Section 1. Recitals. This Contract is entered into with respect to the following facts:

1.1 Contractor represents it is qualified to perform all of the Work (defined below) required under this Contract.

1.2 Contractor agrees to perform all such Work in the time and manner set forth in the Contract Documents (defined below).

1.3 The District has determined that the public interest, convenience and necessity require the execution of this Contract and its implementation.

Section 2. Contract Documents. This Contract consists of the following documents (“Contract Documents”), all of which are made a part of this Contract:

2.1 Notice Inviting Bids

2.2 Instructions to Bidders

2.3 Bid Proposal, as accepted

2.4 Notice of Award

2.5 This Contract

2.6 Certificate(s) of Insurance

2.7 General Conditions/Specifications

2.8 Other documents (list here)

Exhibit A – Scope of Work

Exhibit B – Key Personnel & Compensation

Exhibit C – Insurance

Section 3. The Work.

3.1 The work (“Work”) to be performed by Contractor is described in the Contract Documents.

3.2 In completing the Work, Contractor must employ, at a minimum, the applicable generally accepted professional standards of its industry in existence at the time of performance as utilized by persons engaging in similar work.

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3.3 Except as specifically provided in the Contract Documents, Contractor must furnish, at its sole expense, all of the labor, materials, tools, equipment, services and transportation necessary to perform all of the Work.

3.4 Contractor must perform all of the Work in strict accordance with the Contract Documents.

3.5 Contractor must make every reasonable effort to maintain the stability and continuity of Contractor's key personnel to perform the Work required under this Contract.

3.6 Contractor must obtain District’s prior approval before utilizing any subcontractors to perform Work under this Contract. Approval must include the identity of the subcontractor and the terms of compensation and noted on the attached List of Subcontractors.

3.7 Contractor will not be compensated for any services rendered in connection with its performance of this Contract that are in addition to or outside of those set forth in the Contract Documents, unless such additional services or work are authorized in advance by District.

Section 4. Term and Termination.

4.1 Subject to Sections 4.2 and 4.3 below, the term of this Contract will be for a 36 month period commencing on the Effective Date, and may be extended for up to 2 additional one-year periods, based on the mutual agreement of the Parties.

4.2 District may terminate this Contract, with or without cause, at any time by written notice of termination to Contractor. If such notice is given, Contractor must cease immediately all Work in progress.

4.3 Contractor may terminate this Contract at any time upon 90 days' prior written notice of termination to District.

4.4 Upon termination of this Contract by either Contractor or District, all property belonging exclusively to District which is in Contractor's possession must be returned to District. Contractor must promptly deliver to District a final invoice for all outstanding services performed and expenses incurred by Contractor as of the date of termination. Compensation for Work in progress not based on an hourly rate will be prorated based on the percentage of Work completed as of the date of termination.

4.5 Contractor acknowledges District’s rights to terminate this Contract as provided in this section, and hereby waives any and all claims for damages that might otherwise arise from District’s termination of this Contract.

Section 5. Time to Perform the Work.

5.1 Time is of the essence with respect to Contractor’s Work. Contractor agrees to diligently pursue performance of the Work within the time specified by the Contract Documents.

5.2 Contractor will be excused from any delay in performance or failure to perform due to causes beyond the control of Contractor. Such causes include, but are

4825-3386-1219 v2 not limited to, acts of God, acts of terrorism, acts of federal, state or local governments, acts of District, court orders, fires, floods, epidemics, strikes, embargoes, and unusually severe weather.

5.3 If Contractor is delayed by any cause beyond Contractor’s control, District may, but is not required to, grant a time extension for the completion of the Work. If delay occurs, Contractor must notify District in writing within 48 hours of the cause and the extent of the delay and how such delay interferes with Contractor’s performance of the Work.

Section 6. Compensation and Payment.

6.1 Subject to any limitations provided in the Contract Documents, District agrees to pay Contractor as full consideration for the faithful performance of all of the Work the compensation set forth in Exhibit B (“Compensation”), which is made a part of this Contract. If prevailing wages do apply to the contract and if during the term of this contract the applicable prevailing wage rate increases, the Contractor may request a contract modification as outlined in Section 16.5 annually on the anniversary date of the contract.

6.2 Contractor must furnish District with an invoice for the Work performed in accordance with the Contract Documents. Contractor may not submit an invoice mate more often than once every 30 days.

6.3 District will review each invoice and determine whether the Work performed is in accordance with the Contract Documents. The Director of Administrative Services (“Director”) may require Contractor to provide a release of all undisputed Contract amounts contained in the invoice.

6.4 If District disputes any item on an invoice, District will give Contractor notice stating the reasons for the dispute. The Parties will meet and confer in good faith to attempt to resolve the dispute.

6.5 Except as to any charges for the Work performed that District disputes, District will cause Contractor to be paid within 30 days of the date of the invoice or the date that Contractor furnishes District with a release of all undisputed Contract amounts, whichever occurs later.

6.6 In the event there is any claim specifically excluded by Contractor from the operation of any release, District may retain an amount not to exceed the amount of the excluded claim

Section 7. Labor Code and Non-Discrimination.

Contractor, its officers, agents, employees, and subcontractors may not discriminate in the employment of persons to perform the Work in violation of any federal or state law prohibiting discrimination in employment, including based on the race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, of any person, except

4825-3386-1219 v2 as provided under California Government Code section 12940. Contractor is responsible for compliance with this section.

Section 8. General Legal Compliance; Contractor Claims.

8.1 In performing the Work, Contractor must comply with all applicable statutes, laws and regulations, including, but not limited to, OSHA requirements and the Camarillo Municipal Code.

8.2 Contractor must, at Contractor’s sole expense, obtain all necessary permits and licenses required for the Work, and give all necessary notices and pay all fees and taxes required by law, including, without limitation, any business license tax imposed by District.

8.3 Contractor must maintain a valid California Contractor’s License throughout the term of this Contract.

8.4 In the event Contractor has any claims (as such term is defined in Public Contracts Code section 9204) against District, the Parties will follow the applicable dispute resolution process set forth in Section 9204 which, among other things, establishes procedures for the submission of a claim to the District, including the submission of reasonable documentation to support the claim, time periods for the District to respond in writing to the claim, a meet and confer process, and a non-binding mediation process.

Section 9. Clayton and Cartwright Act Assignments.

In entering into this Contract or a contract with a subcontractor to supply goods, services, or materials pursuant to this Contract , Contractor and any subcontractor will be deemed to have offered and agreed to assign to District all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2, commencing with Section 16700 of Part 2 of Division 7 of the California Business and Professions Code), arising from purchases of goods, services, or materials for the Work. This assignment will be deemed made and will become effective at the time District tenders final payment to Contractor, without further acknowledgement by the Parties.

Section 10. Independent Contractor.

Contractor is and will at all times remain as to District a wholly independent contractor. Neither District nor any of its officers, employees, or agents will have control over the conduct of Contractor or any of Contractor’s officers, employees, agents or subcontractors, except as expressly set forth in the Contract Documents.

Contractor may not at any time or in any manner represent that it or any of its officers, employees, agents, or subcontractors are in any manner officers, employees, agents or subcontractors of District.

Section 11. Indemnification.

11.1 Contractor agrees to the fullest extent permitted by law to (1) immediately defend and (2) indemnify District from and against, any and all claims and liabilities, regardless of the nature or type, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Contractor, or its

4825-3386-1219 v2 officers, employees, agents, or subcontractors committed in performing any Work under this Contract or the failure to comply with any of the obligations of this Contract (collectively, “Claims”). The Claims subject to Contractor’s duties to defend and indemnify include, without limitation, all claims, actions, causes of action, proceedings, suits, losses, damages, penalties, fines, judgments, liens, levies, and associated investigation and administrative expenses. Such Claims also include defense costs, including reasonable attorneys’ fees and disbursements, expert fees, court costs, and costs of alternative dispute resolution.

11.2 Contractor’s duty to defend is a separate and distinct obligation from Contractor’s duty to indemnify. Contractor is obligated to defend District in all legal, equitable, administrative, or special proceedings, with counsel approved by District, immediately upon tender to Contractor of the Claim in any form or at any stage of an action or proceeding, whether or not liability is established. An allegation or determination that persons other than Contractor are responsible for the Claim does not relieve Contractor from its separate and distinct obligation to defend under this section. The obligation to defend extends through final judgment, including exhaustion of any appeals. The defense obligation includes an obligation to provide independent defense counsel if Contractor asserts that liability is caused in whole or in part by the negligence or willful misconduct of any District indemnified party. If it is finally adjudicated that liability was caused by the comparative active negligence or willful misconduct of any District indemnified party, then Contractor may submit a claim to District for reimbursement of reasonable attorneys’ fees and defense costs in proportion to the established comparative liability of the District indemnified party.

11.3 Contractor agrees that its defense and indemnification obligation under this section, includes the reasonable costs of attorneys’ fees incurred by the District Attorney’s office to monitor and consult with Contractor regarding the defense of any Claims, including providing direction with regard to strategy, preparation of pleadings, settlement discussions, and attendance at court hearings, mediations, or other litigation related appearances. District will use its best efforts to avoid duplicative attorney work or appearances in order to keep defense costs to a reasonable minimum.

11.4 Contractor agrees that settlement of any Claim will require the consent of District. District agrees that its consent will not be unreasonably withheld provided that Contractor is financially able (based on demonstrated assets) to fulfill its obligation to indemnify District for the costs of any such settlement as required under this Contract.

11.5 Contractor’s obligation to indemnify District applies unless it is finally adjudicated that the liability was caused by the sole active negligence or sole willful misconduct of a District indemnified party. If a Claim is finally adjudicated and a determination made that liability was caused by the sole active negligence or sole willful misconduct of a District indemnified party, then Contractor’s indemnification obligation will be reduced in proportion to the established comparative liability.

11.6 For the purposes of this section, “District” includes District’s officers, officials, employees and agents.

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11.7 The provisions of this section will survive the expiration or earlier termination of this Agreement.

Section 12. Insurance.

Contractor agrees to have and maintain in full force and effect during the term of this Contract the insurance coverages listed in Exhibit C (“Insurance”), which is made a part of this Contract.

Section 13. Notice.

13.1 All written notices required or permitted to be given under this Contract will be deemed made when received by the other Party at its respective address as follows:

To District: Camarillo Sanitary District 601 Carmen Drive Camarillo, California 93010 Attn: Darrin Carter, Water Reclamation Superintendent (Tel.) (805) 383-5665 (Email) DCarter@cityofcamarillo.org

To Contractor:

Attn:

(Tel.)

Fax)

13.2 Notice will be deemed effective on the date personally delivered or transmitted by facsimile or email. If the notice is mailed, notice will be deemed given three days after deposit of the same in the custody of the United States Postal Service, postage prepaid, for first class delivery, or upon delivery if using a major courier service with tracking capabilities.

13.3 Any Party may change its notice information by giving notice to the other Party in compliance with this section.

Section 14. Project Documents.

All data, drawings, maps, models, notes, photographs, reports, studies and other documents (collectively, “Project Documents”) prepared, developed or discovered by Contractor in the course of performing any of the Work under this Contract will become the sole property of District. Upon the expiration or termination of this Contract, Contractor must turn over all original Project Documents to District in its possession, but may retain copies of any of the Project Documents it may desire.

Section 15. General Provisions.

15.1 Authority to Execute. Each Party represents and warrants that all necessary action has been taken by such Party to authorize the undersigned to execute this Contract and to bind it to the performance of its obligations.

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15.2 Assignment. Contractor may not assign this Contract without the prior written consent of District, which consent may be withheld in District’s sole discretion since the experience and qualifications of Contractor were material considerations for this Contract.

15.3 Binding Effect. This Agreement is binding upon the heirs, executors, administrators, successors and permitted assigns of the Parties.

15.4 Integrated Contract. This Contract, including the Contract Documents, is the entire, complete, final and exclusive expression of the Parties with respect to the Work to be performed under this Contract and supersedes all other agreements or understandings, whether oral or written, between Contractor and District prior to the execution of this Contract.

15.5 Modification of Contract. No amendment to or modification of this Contract will be valid unless made in writing and approved by Contractor and by the District Board of Directors or District Manager, as applicable. The Parties agree that this requirement for written modifications cannot be waived and that any attempted waiver will be void.

15.6 Electronic Signatures; Counterparts. This Agreement and any amendment will be considered executed when the signature page of a party is delivered by electronic transmission. Such electronic signatures will have the same effect as an original signature. This Agreement may be executed in multiple counterparts.

15.7 Waiver. Waiver by any Party of any term, condition, or covenant of this Contract will not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Contract will not constitute a waiver of any other provision, or a waiver of any subsequent breach or violation of any provision of this Contract. Acceptance by District of any Work performed by Contractor will not constitute a waiver of any of the provisions of this Contract.

15.8 Interpretation. This Contract will be interpreted, construed and governed according to the laws of the State of California. Each party has had the opportunity to review this Contract with legal counsel. The Contract will be construed simply, as a whole, and in accordance with its fair meaning. It will not be interpreted strictly for or against either party.

15.9 Severability. If any term, condition or covenant of this Contract is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Contract will not be affected and the Contract will be read and construed without the invalid, void or unenforceable provision.

15.10 Venue. In the event of litigation between the parties, venue in state trial courts will be in the County of Ventura. In the event of litigation in a U.S. District Court, venue will be in the Central District of California, in Los Angeles.

[Signatures on the following page.]

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The Parties have caused this Contract to be executed by their undersigned authorized agents as follows:

CAMARILLO SANITARY DISTRICT

Greg Ramirez, District Manager

ATTEST:

Assistant Secretary

CONTRACTOR:

____________________, a _________________

Name, Title

Name, Title

Camarillo Business Tax Certificate Number Expiration Date

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EXHIBIT A

SCOPE OF WORK

4825-3386-1219 v2 B-1

EXHIBIT B

KEY PERSONNEL & COMPENSATION

1. Contractor’s designated representative who is authorized to act on its behalf and to make all decisions in connection with the performance of the Work under this Contract is

2. Total compensation under this Contract for Fiscal Year 26/27 is $_________ per wet ton.

The unit price shall remain firm for the first Contract Year. For the second and third Contract Years, Contractor may request an annual adjustment to the unit price by providing written notice to the Water Reclamation Superintendent no later than October 31 preceding the applicable Contract Year.

Any requested adjustment shall be based solely on the percentage increase, if any, in the Consumer Price Index for All Urban Consumers (“CPI-U”), Los Angeles-Long Beach-Anaheim, CA, All Items, Not Seasonally Adjusted, as published by the U.S. Bureau of Labor Statistics. The adjustment shall be calculated by comparing the CPI-U index published for September immediately preceding the applicable Contract Year with the CPI-U index published for September of the prior year.

Any annual adjustment shall not exceed five percent (5%) per Contract Year. If the CPI-U reflects no increase, or if Contractor does not submit a timely written request for an adjustment, the unit price shall remain unchanged. No adjustment shall be effective unless approved in writing by the City.

EXHIBIT C

INSURANCE

1. Required Insurance. Before commencing any services, Contractor must procure and maintain in full force and effect during the term of this Agreement the following types of insurance with at least the minimum coverage listed and subject to the applicable additional requirements set forth below:

Type of Insurance Limits

Commercial General Liability $5,000,000 / $10,000,000 (occurrence/aggregate)

Business Automobile Liability $5,000,000 / $10,000,000 combined single

Workers’ Compensation Statutory Requirements

2. Insurance Rating. All insurance required to be maintained by Contractor must be issued by companies licensed by or admitted to conduct insurance business in the State of California by the California Department of Insurance and must have a rating of A- or better and Financial Size Category Class VII or better by the latest edition of A.M. Best’s Key Rating Guide, unless otherwise approved by City/District’s legal counsel.

3. Commercial General Liability Insurance. The commercial general liability insurance must meet or exceed the requirements of Insurance Services Office (ISO) form CG 00 01, and must be provided on a per occurrence basis for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended.

The insurance must be on an “occurrence” not a “claims made” basis. Defense costs must be paid in addition to limits. There must be no cross-liability exclusion for claims or suits by one insured against another. The insurance must include a waiver of subrogation applicable to the insurance or self-insurance, a primary and non-contributory endorsement, and an additional insured endorsement, all in favor of the City of Camarillo/Camarillo Sanitary District, its officers, employees and agents, and volunteers;

blanket endorsements are acceptable. Any endorsement restricting standard ISO “insured contract” language will not be accepted.

4. Business Automobile Insurance. The business automobile insurance coverage must be at least as broad as ISO Business Auto Coverage form CA 00 01, covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with the services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount stated above per combined single limit for each accident. Such insurance must include a waiver of subrogation applicable to the insurance or self-insurance, and a primary and non-contributory endorsement, and an additional insured endorsement, all in favor of the City of Camarillo/Camarillo Sanitary District, its officers, employees and agents, and volunteers; blanket endorsements are acceptable.

5. Workers’ Compensation. If Contractor has any employees, Contractor must maintain workers’ compensation insurance (statutory limits) and employer’s liability insurance (with limits of at least $1,000,000). Such insurance must include a waiver of subrogation endorsement in favor of the City of Camarillo/Camarillo Sanitary District, its officers, employees, agents, and volunteers; a blanket endorsement is acceptable.

6. Umbrella or Excess Liability Insurance. If an excess or umbrella liability policy is used to meet minimum limit requirements, the insurance must provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella or excess liability policy must include a “drop-down provision” requiring the policy to respond in the event that any primary insurance that would otherwise have applied proves to be uncollectable in whole or in part for any reason. Coverage must be provided on a “pay-on-behalf” basis, with defense costs payable in addition to policy limits. There may be no cross-liability exclusion precluding coverage for claims or suits by one insured against another. The policy must “follow form” to the underlying primary policy. Coverage must be applicable to all insureds under the primary policies. The insurance must contain or be endorsed to contain a waiver of subrogation applicable to the insurance or self-insurance, and a primary and non-contributory endorsement for the benefit of City/District.

The scope of coverage provided is subject to approval of City/District following receipt of the required proof of insurance.

7. Contractor’s Limitations and Endorsements. The Contractor’s insurance policies must not include any endorsements or provisions that limit coverage for the following risks:

explosion, collapse, or underground hazards (XCU); products and completed operations;

pollution liability; and contractual liability. These coverages must be specifically included without any exclusions, modifications, or restrictions that would limit the scope of protection otherwise afforded by the basic policies. Any endorsement or exclusion that reduces or eliminates coverage for the above-listed risks is unacceptable.

8. Deductibles and Self-Insured Retention. Any deductibles or self-insured retentions applicable to the insurance policies required under this Agreement must be declared to and approved by City/District. In no event may any required insurance policy have a deductible, self-insured retention or other similar policy provision in excess of $50,000 without prior written approval by City/District in its sole discretion. At the option of City/District, either the insurer will reduce or eliminate such deductibles or self-insured retentions with respect to the City/District’s additional insureds or Contractor will procure a bond guaranteeing payment of any losses, damages, expenses, costs or settlements up to the amount of such deductibles or self-insured retentions.

9. Certificates of Insurance and Endorsements; Notice of Termination or Changes to Policies. Prior to commencing any services under this Agreement, Contractor must file with the City/District certificates of insurance and endorsements evidencing the existence of all insurance required by this Agreement, along with such other evidence of insurance or certified copies of policies as may reasonably be required by City/District. These certificates of insurance and endorsements must be in a form approved by the City/District’s legal counsel. Contractor must maintain current certificates and endorsements on file with City/District during the term of this Agreement reflecting the existence of all required insurance. Each of the certificates must expressly provide that no material change in the policy, or termination or cancellation of the required coverage, will be effective except upon 30 days’ prior written notice to City/District by certified mail, return receipt requested (except for nonpayment for which a 10-day notice is required).

The delivery to City/District of any certificates of insurance or endorsements that do not comply with the requirements of this Agreement will not waive the City/District’s right to require compliance. In the event that Contractor’s policies are materially changed, Contractor must provide the City/District with at least 30 days’ prior written notice of the applicable changes. City/District reserves the right to require complete, certified copies of all required insurance policies at any time.

10. Failure to Maintain Required Insurance. If Contractor, for any reason, fails to have in place at all times during the term of this Agreement all of the required insurance coverage, the City/District may, but is not obligated to, obtain such coverage at Contractor’s expense and deduct the cost from the sums due Contractor. Alternatively, City/District may terminate the Agreement.

11. Effect of Coverage. The existence of the required insurance coverage under this Agreement will not be deemed to satisfy or limit Contractor’s indemnity obligations under this Agreement. Contractor acknowledges that the insurance coverage and policy limits set forth in this Agreement constitute the minimum coverage and policy limits required.

Should any coverage carried by the Contractor or any subcontractor of any tier have limits of liability that exceed the limits or have broader coverage than required in this Agreement, those higher limits and that broader coverage are deemed to apply for the benefit of any person or organization included as an additional insured and those limits and broader coverage will become the required minimum limits and insurance coverage in all sections of this Agreement. Any insurance proceeds available to City/District in excess of the limits and coverages required by this Agreement, and which is applicable to a given loss, must be made available to City/District to compensate it for such losses.

12. Required Insurance for Subcontractors. Contractor agrees to ensure that any subcontractors providing services under this Agreement provide the same minimum insurance coverage and endorsements required of Consultant. Contractor agrees to review and monitor all such coverage and assumes responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement.

13. Right to Revise Insurance Specifications. City/District reserves the right to change the amounts and types of insurance required by giving Contractor at least 90 days advance written notice of such change. If such change results in substantial additional cost to Contractor, the parties may renegotiate Contractor’s compensation.

14. Timely Notice of Claims. Contractor must give City/District prompt notice of claims made of lawsuits initiated that arise out of or result from Contractor’s performance under this Agreement, and that involve or may involve coverage under any of the required liability insurance policies.

LIST OF SUBCONTRACTORS

WORK IDENTIFICATION:

NAME AND ADDRESS OF BIDDER:

Name/Address/Phone No./State

License Number of Subcontractor/City of Camarillo

Business License Number

Department of Industrial Relations

Registration Number*

Items of Work Portion of Work

(% of Contract Price)

% of Total Contract Price by Subcontract

% of Total Contract Price by Contractor

*Pursuant to Division 2, Part 7, Chapter 1, (commencing with section 1720 including section 1725.5) of the Labor Code