Attachment 7 - CC Agreement 2021-46 — Camarillo City Council, February 14, 2024

CITY OF CAMARILLO

PROFESSIONAL SERVICES AGREEMENT
With

GOODALE ARCHITECTURE PLANNING
For
CP-5095, DIZDAR PARK RENOVATIONS & FORMER FIRE STATION

DESIGN SERVICES

CC Agreement No. 2021-46

Form Approved January 2018 i

TABLE OF CONTENTS
Page No.

Section 1. Term of Agreement. ............................................................................................. 1 Section 2. Scope and Performance of Services. ................................................................... 1 Section 3. Additional Services and Changes in Services. ..................................................... 2 Section 4. Familiarity with Services and Site. ........................................................................ 2 Section 5. Compensation and Payment. ............................................................................... 2 Section 6. Required Documentation Prior to Performance. ................................................... 3 Section 7. Time of Performance; Excusable Delays; Extensions. ......................................... 3 Section 8. Cooperation by City. ............................................................................................ 4 Section 9. Project Documents. .............................................................................................. 4 Section 10. Confidential Information; Release of Information. ................................................. 4 Section 11. Consultant’s Books and Records. ........................................................................ 5 Section 12. Status of Consultant. ............................................................................................ 5 Section 13. Compliance with Applicable Laws. ....................................................................... 6 Section 14. Unauthorized Aliens. ............................................................................................ 6 Section 15. Conflicts of Interest. ............................................................................................. 6 Section 16. Indemnification. .................................................................................................... 7 Section 17. Insurance. ............................................................................................................ 8 Section 18. Assignment. ......................................................................................................... 8 Section 19. Default; Limitations on Liability. ............................................................................ 8 Section 20. Termination of Agreement. ................................................................................... 9 Section 21. Notices. ................................................................................................................ 9 Section 22. General Provisions. ............................................................................................ 10

Exhibit A – Scope Of Services ................................................................................................ A-1 Exhibit B – Key Personnel & Compensation ........................................................................... B-1 Exhibit C – Insurance .............................................................................................................. C-1 CC Agreement No. 2021-46

Form Approved January 2018 1

PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is effective as of April 28, 2021 (“Effective Date”), and is between the City of Camarillo, a California municipal corporation and general law city (“City”) and Goodale Architecture Planning, a Sole Proprietorship (“Consultant”).

Section 1. Term of Agreement.

Subject to the provisions of Section 20 (Termination of Agreement ), the term of this Agreement will be for a period commencing on the Effective Date and will terminate upon the completion of Consultant’s services.

Section 2. Scope and Performance of Services.

2.1 Consultant agrees to perform the services set forth in Exhibit A (Scope of Services), which is made a part of this Agreement.

2.2 Consultant will furnish all of the labor, technical, administrative, professional and other personnel, all supplies and materials, equipment, printing, vehicles, transportation, office space and facilities, and all tests, testing and analyses, calculations, and all other means whatsoever, except as otherwise expressly specified in this Agreement, necessary to perform the services required of Consultant under this Agreement.

2.3 Consultant’s designated representative(s) who are authorized to act on its behalf and to make all decisions in connection with the performance of services under this Agreement are listed in Exhibit B (Key Personnel & Compensation), which is made a part of this Agreement.

2.4 Consultant must make every reasonable effort to maintain the stability and continuity of Consultant’s key personnel and subcontractors, if any, listed in Exhibit B to perform the services required under this Agreement. Consultant must notify City and obtain City’s written approval with respect of any changes in key personnel prior to the performance of any services by replacement personnel.

2.5 Consultant must obtain City’s prior written approval before utilizing any subcontractors to perform any services under this Agreement. This written approval must include the identity of the subcontractor and the terms of compensation.

2.6 Consultant represents that it has the qualifications, experience and facilities necessary to properly perform the services required under this Agreement in a thorough, competent and professional manner. Consultant will at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described in this Agreement.

In meeting its obligations under this Agreement, Consultant must employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to those required of Consultant under this Agreement.

2.7 City may inspect and accept or reject any of Consultant’s work under this Agreement, either during performance or when completed. Acceptance of any of Consultant’ s work by City will not constitute a waiver of any of the provisions of this Agreement.

2.8 The Consultant must maintain any work site in the City in a safe condition, free of hazards to persons and property resulting from its operations.

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Section 3. Additional Services and Changes in Services.

3.1 Consultant will not be compensated for any services rendered in connection with its performance of this Agreement that are in addition to or outside of those set forth in the Scope of Services or otherwise required by this Agreement, unless such additional services are authorized in advance and in writing by City.

3.2 If Consultant believes that additional services are needed to complete the Scope of Services, Consultant will provide the City Manager with written notification describing the proposed additional services, the reasons for such services, and a detailed proposal regarding cost.

3.3 City may order changes to the Scope of Services, consisting of additions, deletions, or other revisions, and the compensation to be paid Consultant will be adjusted accordingly.

All such changes must be authorized in writing, and executed by Consultant and City. The cost or credit to City resulting from changes in the services will be determined by the written agreement between the parties.

Section 4. Familiarity with Services and Site.

4.1 By executing this Agreement, Consultant represents that Consultant:
(a) has thoroughly investigated and considered the Scope of Services to be performed;
(b) has carefully considered how the services should be performed; (c) understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement; and
(d) possesses all licenses required under local, state or federal law to perform the services contemplated by this Agreement, and will maintain all required licenses during the performance of this Agreement.

4.2 If services involve work upon any site, Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, before commencing its services.

Should Consultant discover any latent or unknown conditions that may materially affect the performance of services, Consultant will immediately inform City of such fact and will not proceed except at Consultant’s own risk until written instructions are received from City.

Section 5. Compensation and Payment.

5.1 Subject to any limitations set forth in this Agreement, City agrees to pay Consultant on the basis of the hourly rates and fees as specified in Exhibit B (Key Personnel & Compensation). The total compensation, including reimbursement for actual expenses, may not exceed the amount set forth in Exhibit B , unless additional compensation is approved in writing by City.

5.2 The use of subconsultants will not be considered a reimbursable expense, and such costs must be applied towards the approved budgeted amount.

5.3 Each month during the term of this Agreement, Consultant must furnish City with an original invoice for all services performed and expenses incurred during the preceding month in accordance with the fee schedule set forth in Exhibit B. The invoice must detail CC Agreement No. 2021-46

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charges by the following categories: labor (by subcategory), reimbursable costs, subcontractor contracts and miscellaneous expenses. The invoice must list, as applicable, the hours worked and hourly rates for each personnel category, the tasks performed, the percentage of the task completed during the billing period, the cumulative percentage completed for each task, and the total cost of the services. If applicable, the invoice must also provide a budget summary including the total amounts previously invoiced and paid, the current invoice amount and the budget remaining.

5.4 City will review each invoice submitted by Consultant to determine whether the work performed and expenses incurred are in compliance with this Agreement. In the event that no charges or expenses are disputed, the invoice will be approved and paid. In the event any charges or expenses are disputed by City, the invoice will be returned by City to Consultant for correction and resubmission.

5.5 Except as to any charges for work performed or expenses incurred by Consultant that are disputed by City, City will cause Consultant to be paid within 30 days of receipt of Consultant’s invoice.

5.6 Payment to Consultant for services performed under this Agreement may not be deemed to waive any defects in the services performed by Consultant, even if such defects were known to City at the time of payment.

5.7 City reserves the right to withhold future payment to Consultant if any aspect of the Consultant’s work is found substantially inadequate.

Section 6. Required Documentation Prior to Performance.

6.1 Consultant may not perform any services under this Agreement until:
(a) Consultant furnishes proof of insurance as required under Exhibit C; (b) Consultant provides City with a Taxpayer Identification Number; (c) Consultant obtains a City business tax certificate and license, if applicable, and provides proof of compliance; and
(d) City gives Consultant a written notice to proceed.

6.2 The City will have no obligation to pay for any services rendered by Consultant in advance of receiving written authorization to proceed, and Consultant acknowledges that any such services are at Consultant’s own risk.

Section 7. Time of Performance; Excusable Delays; Extensions.

7.1 Consultant must adhere to all schedules and deadlines set forth in this Agreement.

7.2 Consultant will not be liable for damages, including liquidated damages, if any, caused by delay in performance or failure to perform due to causes beyond the control of Consultant.

Such causes include, but are not limited to, acts of God, acts of terrorism, acts of federal, state or local governments, acts of City, court orders, fires, floods, epidemics, strikes , embargoes, and unusually severe weather.

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

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Section 8. Cooperation by City.

All public information, data, reports, records, and maps as are existing and available to City as public records, and which are necessary for carrying out the Scope of Services will be furnished to Consultant in every reasonable way to facilitate, without undue delay, the services to be performed under this Agreement.

Section 9. Project Documents.

9.1 All original computer programs, data, designs, drawings, files, maps, memoranda, models, notes, photographs, reports, studies, surveys and other documents (collectively, “Project Documents”) prepared, developed or discovered by Consultant in the course of providing services under this Agreement will become the sole property of City and may be used, reused or otherwise disposed of by City without the permission of Consultant. Consultant will take such steps as are necessary to perfect or protect the ownership interest of City in such Project Documents. Upon completion, expiration or termination of this Agreement or upon request by City, Consultant must turn over to City all such original Project Documents in its possession; provided, however, that Consultant may retain copies of Project Documents. City acknowledges and agrees that use of Consultant’s completed work product, for purposes other than identified in this Agreement, or use of incomplete work product, is at City’s own risk. If necessary, Consultant agrees to execute all appropriate documents to assign to City the copyright or intellectual property rights to the Project Documents created pursuant to this Agreement.

9.2 Except as necessary for the performance of services under this Agreement, no Project Documents prepared under this Agreement, will be released by Consultant to any other person or entity without City’s prior written approval.

Section 10. Confidential Information; Release of Information.

10.1 All information gained or work product produced by Consultant in performance of this Agreement will be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant may not release or disclose any such information or work product to persons or entities other than C ity without prior written authorization from the City Manager, except as may be required by law.

10.2 Consultant, its officers, employees, or agents, may not, without prior written authorization from the City Manager or unless requested by the City Attorney of City, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the services performed under this Agreement. Response to a subpoena or court order will not be considered “voluntary” provided Consultant gives City notice of such court order or subpoena.

10.3 If Consultant, or any officer, employee, or agent of Consultant, provides any information or work product (including Project Documents) in violation of this Agreement, then City will have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorneys fees, caused by or incurred as a result of Consultant’s conduct.

10.4 Consultant must promptly notify City should Consultant, its officers, employees, or agents be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the services performed under this Agreement. City retains the right, but has no obligation, to represent Consultant or be CC Agreement No. 2021-46

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present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite such response.

10.5 All media and press releases, including graphic display information, must be approved and distributed solely by City, unless otherwise agreed to in writing by City. All media interviews regarding the performance of services under this Agreement are prohibited unless expressly authorized by City.

Section 11. Consultant’s Books and Records.

11.1 Consultant must maintain all documents and records demonstrating or relating to Consultant’s performance of services under this Agreement, including ledgers, books of account, invoices, vouchers, canceled checks, or other documents or records evidencing or relating to work, services, expenditures and disbursements charged to City under this Agreement. All financial documents or records must be maintained in accordance with generally accepted accounting principles and all other documents must be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by Consultant under this Agreement. All such documents or records must be maintained for at least three years following the final payment under this Agreement.

11.2 Any and all records or documents required to be maintained by this section must be made available for inspection, audit and copying, at any time during regular business hours, upon written request by City or its designated representative. Copies of such documents or records must be provided directly to City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records must be made available at Consultant’s address indicated for receipt of notices in this Agreement.

11.3 Where City has reason to believe that any of the documents or records required to be maintained by this section may be lost or discarded due to dissolution or termination of Consultant’s business, City may, by written request, require that custody of such documents or records be given to a person or entity mutually agreed upon and that such documents and records thereafter be maintained by such person or entity at Consultant’s expense. Access to such documents and records must be granted to City, as well as to its successors-in-interest and authorized representatives.

Section 12. Status of Consultant.

12.1 Consultant is and will at all times remain a wholly independent contractor and not an officer or employee of City. Consultant has no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City.

12.2 The personnel performing the services under this Agreement on behalf of Consultant will at all times be under Consultant’s exclusive direction and control. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, will have control over the conduct of Consultant or any of Consultant’s officers, employees or agents, except as provided in this Agreement. Consultant agrees that it will not at any time or in any manner represent that Consultant or any of Consultant’s officers, employees or agents are in any manner officials, officers, or employees of City.

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12.3 Neither Consultant, nor any of Consultant’s officers, employees or agents, will obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Consultant expressly waives any claim to any such rights or benefits.

Section 13. Compliance with Applicable Laws.

13.1 I n General. Consultant must use the standard of care in its profession to keep itself informed of and comply with all federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect during the term of this Agreement that apply to the services performed by Consultant.

13.2 Professional Licenses and Approvals . Consultant agrees that it will, at its sole cost and expense, obtain and maintain in effect at all times during the term of this Agreement any licenses, permits, insurance and approvals that are legally required for Consultant to practice its profession.

13.3 Employment Laws. Consultant agrees to comply with all applicable federal and state employment laws including those that relate to minimum hours and wages, occupational health and safety, and workers compensation insurance. Consultant further represents that it is an equal opportunity employer and in performing services under this Agreement agrees to comply with all applicable federal and state laws governing equal opportunity employment, and further agrees that it will not discriminate in the employment of persons to perform services under this Agreement on the basis of 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, or sexual orientation of any such person, except as may be permitted by California Government Code section 12940.

Section 14. Unauthorized Aliens.

Consultant agrees to comply with all of the applicable provisions of the Federal Immigration and Nationality Act (8 U.S.C. § 1101 and following), as it may be amended, and further agrees not to employ unauthorized aliens as defined under the Act. Should Consultant employ any unauthorized aliens for the performance of any work or services covered by this Agreement, and should any liability or sanctions be imposed against City for the use of unauthorized aliens, Consultant agrees to reimburse City for the amount of all such liabilities or sanctions imposed, together with any and all related costs, including attorneys’ fees, incurred by City.

Section 15. Conflicts of Interest.

15.1 Consultant covenants that neither Consultant, nor any officer, principal or employee of its firm, has or will acquire any interest, directly or indirectly, that would conflict in any manner with the interests of City or that would in any way hinder Consultant’s performance of services under this Agreement. Consultant’s attention is directed to the conflict of interest rules applicable to governmental decisi on-making contained in the Political Reform Act (California Government Code Section 87100 and following) and its implementing regulations (California Code of Regulations, Title 2, Section 18700 and following), and California Government Code section 1090.

15.2 Consultant covenants that neither Consultant, nor any officer, principal or employee of its firm will make, participate in the making, or in any way attempt to use the position of Consultant to influence any decision of the City in which Consultant knows or has reason to know that Consultant, or any officer, principal or employee of Consultant has any of the financial interests listed in Government Code section 87103.

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15.3 If Consultant discovers that it has employed a person with a direct or indirect interest that would conflict with its performance of this Agreement, Consultant must promptly disclose the relationship to City and take such action as City may direct to remedy the conflict.

15.4 City understands and acknowledges that Consultant is, as of the Effective Date, independently involved in the performance of non-related services for other governmental agencies and private parties. Consultant represents that, except as otherwise disclosed to City, it is unaware of any stated position of City relative to these projects. Any future position of City on these projects will not be considered a conflict of interest for purposes of this section.

Section 16. Indemnification.

16.1 Consultant agrees that it will, to the fullest extent permitted by law, defend, indemnify, and hold harmless City from all Services Claims and Operations Claims (each defined below) related to the performance by Consultant of this Agreement as provided in this section.

Consultant acknowledges that City would not enter into this Agreement in the absence of Consultant’s commitment to defend, indemnify, and hold harmless City as set forth in this section.

16.2 For the purposes of this section, “City” includes City’s officers, officials, employees, agents and volunteers, and “Consultant” includes Consultant’s officers, officials, employees, agents and subcontractors and any other persons for whom Consultant is legally responsible.

16.3 With respect to the performance of professional services under this Agreement where the law establishes a professional standard of care for such services, Consultant agrees to indemnify, and hold harmless City from and against all liabilities, damages, losses, and costs, including but not limited to reimbursement of reasonable attorney's fees and all other costs of defense, to the extent caused by the negligence, recklessness, or willful misconduct of Consultant (collectively, “Services Claims”).

16.4 With respect to the acts and operations of Consultant under this Agreement other than the performance of professional services, Consultant agrees to defend, indemnify, and hold harmless City from and against any and all claims, liabilities, damages, losses, and costs, including but not limited to reasonable attorney's fees and all other costs of defense, to the extent caused, in whole or in part, by the negligence, recklessness, or willful misconduct of Consultant, and excepting only those claims, damages, liabilities, losses, and costs caused by City’s sole negligence or willful misconduct (collectively, “Operations Claims”).

16.5 Consultant must notify City within five days of receipt of notice of any Operations Claims or Services Claims made or legal action initiated that arises out of or pertains to Consultant’s performance of services under this Agreement.

16.6 Consultant’s duty to defend Operations Claims is a separate and distinct obligation from Consultant’s duty to indemnify City for any Operations Claims. With respect to Operations Claims, Consultant is obligated to defend City in all legal, equitable, administrative, or special proceedings, with counsel reasonably approved by City, immediately upon tender to Consultant of an Operations 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 Consultant are responsible for the Operations Claim does not relieve Consultant from its separate and distinct obligation to defend under this section. The obligation to defend extends through final judgment, including exhaustion of any appeals.

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16.7 Consultant agrees that settlement of any Operations or Services Claim against City requires the consent of City. City agrees that its consent will not be unreasonably withheld provided that Consultant is financially able (based on demonstrated assets including insurance) to fulfill its obligation to indemnify City for the costs of any such settlement as required under this Agreement.

16.8 The insurance required to be maintained by Consultant under this Agreement is intended to ensure Consultant’s obligations under this section, but the limits of such insurance do not limit the liability of Consultant.

16.9 Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth in this section from each subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnity obligations from others as required, Consultant will be fully responsible for all obligations under this section. City’s failure to monitor compliance with this requirement imposes no additional obligations on City and will in no way act as a waiver of any rights under this Agreement.

16.10 The parties acknowledge and agree that design professionals are required to defend and indemnify the City only to the extent permitted by Civil Code section 2782.8, which allows for claims only to the extent that they arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the design professional, and also places limitations on the costs of defense that may be charged to a design professional. The term "design professional,” is defined in Section 2782.8, and includes 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 Business and Professions Code. The parties further acknowledge and agree that the provisions of this Section 16 are to be interpreted and applied to the fullest extent permitted by Civil Code section 2782.8.

16.11 The provisions of this section will survive the expiration or earlier termination of this Agreement in accordance with the applicable provisions of Exhibit C (Insurance).

Section 17. Insurance.

Consultant agrees to obtain and maintain in full force and effect during the term of this Agreement the insurance coverages listed in Exhibit C (Insurance), which is made a part of this Agreement.

All insurance policies are subject to approval by City as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City Manager or City Attorney.

Section 18. Assignment.

The expertise and experience of Consultant are material considerations for this Agreement. City has an interest in the qualifications of and capability of the persons and entities that will fulfill the duties and obligations imposed upon Consultant under this Agreement. In recognition of that interest, Consultant may not assign or transfer this Agreement or any portion of this Agreement or the performance of any of Consultant’s duties or obligations under this Agreement without the prior written consent of City, which may be withheld in the City’s sole discretion. Any attempted assignment will be null and void, and will constitute a material breach of this Agreement entitling City to any and all remedies at law or in equity, including summary termination of this Agreement.

Section 19. Default; Limitations on Liability.

19.1 In the event that Consultant is in default under the terms of this Agreement, City will have no obligation or duty to continue compensating Consultant for any services performed CC Agreement No. 2021-46

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after City provides written notice to Consultant of such default.

19.2 Consultant agrees that no City official, officer, employee or agent will be personally liable to Consultant in the event of any default or breach of City, or for any amount which may become due to Consultant, or for any obligations directly or indirectly incurred under this Agreement.

19.3 City’s liability under this Agreement is limited to payment of Consultant in accordance with the terms of this Agreement and excludes any liability whatsoever for consequential or indirect damages even if such damages are foreseeable.

Section 20. Termination of Agreement.

20.1 City may terminate this Agreement, with or without cause, at any time by written notice of termination to Consultant. In the event such notice is given, Consultant must cease immediately all work and services in progress.

20.2 Consultant may terminate this Agreement at any time upon 30 days’ prior written notice of termination to City.

20.3 Upon termination of this Agreement by either Consultant or City, all property belonging to City that is in Consultant’s possession must be returned to City. Consultant must promptly deliver to City a final invoice for all outstanding services performed and expenses incurred by Consultant 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.

20.4 Consultant acknowledges City’s rights to terminate this Agreement as provided in this section, and hereby waives any and all claims for damages that might otherwise arise from City’s termination of this Agreement.

Section 21. Notices.

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

To City: City of Camarillo
601 Carmen Drive
City of Camarillo, CA 93011
Attention: Ken Matsuoka

(Tel.) (805) 388-5340
(Fax) (805) 388-5387
E-Mail [email protected]

To Consultant: Goodale Architecture Planning
773 South Marengo Avenue #2
Pasadena, CA 91106
Attention: David Goodale

(Tel.) (626) 379-8758
E-mail [email protected]

21.2 Notice will be deemed effective on the date personally delivered or electronically transmitted by facsimile. 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 CC Agreement No. 2021-46

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prepaid, for first class delivery, or upon delivery if using a major courier service with tracking capabilities.

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

Section 22. General Provisions.

22.1 Authority to Execute; Counterparts. Each party represents and warrants that all necessary action has been taken by such party to authorize the undersigned to execute this Agreement and to bind it to the performance of its obligations hereunder. This Agreement may be executed in several counterparts, each of which will constitute one and the same instrument and will become binding upon the parties when at least one copy has been signed by both parties.

22.2 Entire Agreement. This Agreement, including the attached Exhibits A through C , is the entire, complete, final and exclusive expression of the parties with respect to the matters addressed in this Agreement and supersedes all other agreements or understandings, whether oral or written, between Consultant and City prior to the execution of this Agreement.

22.3 Binding Effect. This Agreement is binding upon the heirs, executors, administrators, successors and assigns of the parties.

22.4 Modification of Agreement. No amendment to or modification of this Agreement will be valid unless made in writing and approved by Consultant and by the City Council or City Manager, as applicable. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver will be void.

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

22.6 Waiver. Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement will not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement will not constitute a waiver of any other provision, or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any services by Consultant will not constitute a waiver of any of the provisions of this Agreement.

22.7 Interpretation. This Agreement will be interpreted, construed and governed according to the laws of the State of California. Each party has had the opportunity to review this Agreement with legal counsel. The Agreement 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.

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

22.9 Venue. In the event of litigation between the parties, venue in will be exclusively in a state court in the County of Ventura.

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THE UNDERSIGNED AUTHORIZED REPRESENTATIVES OF the parties hereby execute this Agreement as follows:

CITY OF CAMARILLO
_________________________________
Greg Ramirez, City Manager
ATTEST:
_________________________________
Jeffrie Madland, City Clerk
APPROVED AS TO FORM:
_________________________________
Brian A. Pierik, City Attorney
GOODALE ARCHITECTURE PLANNING, a Sole Proprietorship
_________________________________
David Goodale, Sole Proprietor
Camarillo Business Tax Certificated No. _042629_____ / Expiration Date _09/30/2021__ CC Agreement No. 2021-46

Form Approved January 2018 A-1

EXHIBIT A

SCOPE OF SERVICES
[Attached]
CC Agreement No. 2021-46

G O O D A L E

ARCHITECTURE

PLANNING
626 379-8758
www.goodalearch.com
Architect aia LEED AP
[email protected]
773 S Marengo Ave #2
Pasadena CA 91106
City of Camarillo
601 Carmen Drive #6034
Camarillo, CA 93010
A t t n :

J o n a t h a n P i c h a r d o
A s s o c i a t e E n g i n e e r
P u b l i c W o r k s
M a r c h 2 4 , 2 0 2 1
S u b j e c t
: P R O P O S A L : D I Z D A R P A R K

A R C H I T E C T U R E & E N G I N E E R I N G S E R V I C E S Dear Jonathan,
We are pleased to provide this proposal to take the detailed design of Dizdar Park through permitting and bidding.

This is structured as an hourly not-to-exceed fee proposal. with all consultants structuring their fees on the basis of tasks, roles, and hours.

Because we submitted a full Qualifications package for the Concept Phase, and the core team remains unchanged, we have not re- constructed that package for this proposal. To be clear, the same principals from our firm, (myself); from Rabben Herman Design Office, (Bill Rabben, ASLA); and from KPFF Civil Engineering, (Ali Khamsi, PE, and Jesus Perez, PE) will again be assigned hands-on to the major roles for this work.

Regarding the other core consultants, I have personally collaborated with our proposed Structural Engineer, Plumbing Engineer, Electrical Engineer, and Acoustical Consultant on previous civic and educational projects.

In the interests of brevity, we have focused this proposal on a brief Project Understanding, Fee Proposal, and Fee Proposal Detail. Scope Summary, and Proposed Schedule follow.

We look forward to continuing our work on this exciting project with the City.

Truly,
David Goodale AIA
1 EXHIBIT A
CC Agreement No. 2021-46

G O O D A L E

ARCHITECTURE

PLANNING CONTENTS
PROJECT UNDERSTANDING....................................................................................................... 3-4 FEE PROPOSAL.....................................................................................................................................................5 FEE PROPOSAL DETAIL.......................................................................................................................... 6 ASSUMPTIONS ............................................................................................................................................. 7 HOURLY FEE SCHEDULE....................................................................................................................... 8 SCOPE SUMMARY......................................................................................................................................9-14 PROPOSED SCHEDULE............................................................................................................................ 15 2 CC Agreement No. 2021-46

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P R O J E C T U N D E R S T A N D I N G

COMMUNITY AND PARK
This project carries through an intensive community programming and planning effort that spanned much of 2019. What emerged was a vision of a renewed and expanded, multi-generational, passive urban park, supporting Old Town and its neighborhoods. This vision included support for the Fiesta and Street Fair, new holiday tree and lighting, as well as other performance potentials throughout the year. The leadership of our team will bring a sensitivity to the vision of the park that emerged from the community effort, as well as many of the park details that were recommended by the community, City Council, and Planning Commission. We have structured one virtual community workshop in our Task Plan in order to allow community review and comment while the project is still in Schematic Design. Similarly, we have structured a City Council session for project review and input at the end of both the Schematic Design and Design Development phases.

HISTORY, OLD TOWN, AND THE PARK
The park is rich in history, including its previous use as a cemetery, its majestic trees, the fire station, (and all the use iterations that it has been through), the equestrian statue, “pillars of the community,” and the backdrop of the St. Mary Magdalen historic church. Though the demolition of the fire station is inevitable, we understand the role of the park in honoring the history of its presence, (for example in the playground theming, or photographic public art plaques), as well as continuing to celebrate the other site artifacts in the development of the design. We understand our environmental consultant’s role in helping these efforts will be meaningful to the demolition and new construction.

Specifically included in the scope is for the design team to provide armature, footings, foundations in support of public art, (in collaboration with the public artist and the City), with art sites likely to include the entry plaza and the northeast events garden.

Also included will be a performance specification for the relocation of the equestrian statue to insure that a subject-area expert will observe the relocation.

Key references throughout the planning process were the Design Guidelines for Old Town, and we understand how the materials, colors, patterns, and details of Old Town’s streetscape will be an appropriate foundation for design detailing within Dizdar Park. 3 CC Agreement No. 2021-46

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THE WORK AHEAD
Armed with the above vision, we also recognize that there are major design options yet to be explored with the City and the community. These include the character and proper equipping of the amphitheater, tot lot, park entry, sitting garden, restrooms; providing sites for Fiesta event booths; selection of major tree species and planting types; exploration of lighting levels and lighting fixtures, and many follow-through details.

Finally, we understand the importance of bringing an integrated team to produce a coherent set of documents that will realize the vision of the park and its detailing in a way that is both cost-conscious and quality-driven.
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F E E P R O P O S A L S U M M A R Y
Labor and expenses will be billed monthly on an hourly
basis per the f
ollowing Proposal Detail, Scope Summar y,
and Fee Schedule . Expenses will be billed monthly with accompanying receipts and documentation. (Mileage will be reimbursed per current I.R.S. standard rate.) We propose to provide work on a time and materials not to exceed basis, not to ex ceed the total proposed fee of:
$517, 356
5 CC Agreement No. 2021-46

FEE PROPOSAL DETAIL

GOODALE ARCHITECTURE PLANNING
Rincon
EA / Outreach
Jan Snow
Arborist
Oakridge
Geotech
Rabben
Herman
Landscape
KPFF
Civil
Brandow
Johnston
Structural
Spirit
Mech/Pl
Ignisio
Studios
Electrical
Acentech
Acoustical
Salas
O'Brien Low
Volt
Salas O'Brien
Fire Sprinkler
ALL

CONSULTANT
S
TOTAL
Principal‐in‐
Charge
Project
Designer /
Manager
Architect /
Cler
Sub-total
Labor
Hours
Sub-total
Labor Fee Expenses TOTAL FEE
Labor Fee Phase
Approximate Labor Fee Labor Fee Labor Fee Labor Fee Labor Fee Labor Fee Labor Fee Labor Fee Labor Fee Labor Fee Consultant
Direct
Expenses Total Fee
David
Goodale
David
Goodale
$220 $150 $75
1 Schematic Design

1.1 Survey 0 0 0 0 $0 $0 $0 $0 $0 $0 $0 $12,800 $0 $0 $0 $0 $0 $0 $2,000 $14,800

1.2 Geological Testing, Report 0 0 0 0 $0 $0 $0 $0 $0 $9,090 $0 $0 $0 $0 $0 $0 $0 $0 $6,050 $15,140

1.3 Research, Data Review 4 0 0 4 $880 $0 $880 $18,944 $1,100 $0 $0 $0 $380 $0 $1,075 $400 $0 $0 $7,450 $30,229

1.4 Project Management and Administration 18 7 24 49 $6,810 $0 $6,810 $8,700 $0 $0 $720 $0 $480 $515 $1,000 $0 $0 $0 $6,110 $24,335

1.5 Design and Documentation ‐ To 30% Progress 7 91 2 100 $15,340 $0 $15,340 $1,723 $700 $0 $20,990 $0 $3,920 $0 $0 $3,600 $0 $0 $0 $46,273

1.6 Meetings/Phone conferences, Notes 13 0 6 19 $3,310 $0 $3,310 $5,150 $0 $0 $3,780 $685 $0 $0 $0 $0 $0 $0 $0 $12,925 42 98 32 172 $26,340 $0 $26,340 $34,517 $1,800 $9,090 $25,490 $13,485 $4,780 $515 $2,075 $4,000 $0 $0 $21,610 $143,702 2 Design Development

2.1 Research, Data Review 2 8 8 18 $2,240 $0 $2,240 $0 $0 $0 $0 $2,400 $760 $0 $0 $0 $0 $0 $5,850 $11,250

2.2 Project Management and Administration 16 4 19 39 $5,545 $0 $5,545 $4,900 $0 $0 $3,465 $4,925 $480 $300 $0 $0 $250 $0 $8,420 $28,285

2.3 Design and Documentation ‐ To 65% Progress 20 172 4 196 $30,500 $600 $31,100 $41,185 $0 $0 $33,923 $7,650 $4,920 $1,480 $495 $0 $7,300 $0 $128,053

2.4 Meetings/Phone conferences, Notes 8 0 3 11 $1,985 $0 $1,985 $5,240 $0 $0 $4,050 $950 $0 $0 $0 $0 $1,100 $0 $0 $13,325 46 184 34 264 $40,270 $600 $40,870 $51,325 $0 $0 $41,438 $15,925 $6,160 $1,780 $495 $0 $8,650 $0 $14,270 $180,913 3 Construction Documents

3.1 Project Management and Administration 17 4 25 46 $6,215 $0 $6,215 $2,220 $0 $0 $5,075 $8,930 $2,880 $600 $300 $0 $760 $0 $8,725 $35,705

3.2 Design and Documentation ‐ To 100% Progress 20 145 48 213 $29,750 $600 $30,350 $15,683 $0 $0 $43,185 $8,840 $15,885 $2,640 $4,035 $0 $8,300 $2,450 $0 $131,368

3.3 Meetings/Phone conferences, Notes 14 4 18 $3,380 $0 $3,380 $2,620 $0 $0 $2,880 $1,610 $0 $0 $0 $0 $1,200 $0 $0 $11,690

3.4 Bid support 3 8 6 17 $2,310 $0 $2,310 $1,320 $870 $888 $3,060 $370 $960 $900 $900 $1,200 $900 $300 $0 $13,978 54 157 83 294 $41,655 $600 $42,255 $21,843 $870 $888 $54,200 $19,750 $19,725 $4,140 $5,235 $1,200 $11,160 $2,750 $8,725 $192,741 142 439 149 730 $108,265 $1,200 $109,465 $107,685 $2,670 $9,978 $121,128 $49,160 $30,665 $6,435 $7,805 $5,200 $19,810 $2,750 $44,605 $517,356 Goodale Architecture Planning
Billing rates, $/hr
TOTALS

SUBTOTAL

SUBTOTAL
Task
No. Task Description

F E E P R O P O S A L D E T A I L

CITY OF CAMARILLO

DIZDAR PARK
MARCH 24, 2021
6 0
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A S S U M P T I O N S
General

1. W e assume the project will not seek a LEED accreditation.

2. T he drawing documents will be 24” x 36” format.

3. W e recommend for integrity of the project, that this team be retained thr ough the construction phase.

4. W e have included ( 1) on-site meeting, safety allowing. All others virtual.

5. W e assume the Concept Design fixes the basic zones of the park in place.

6. W e assume a single-phase project and a single prime contractor.

7. Significant City -directed changes to the design after approval of Design De velopment drawings will impact fee amounts.

8. S tructural and MEP systems will be outlined in the Schematic Phase f or approval, drawn in the Design Development Phase for approval, and doc umented/detailed in the Construction Document Phase.

Other than off ering systems options during Schematics, and slightly mor e detailed options in the Design Development Phase ( e.g. lighting fixtures, plumbing fixtures), the scope only includes these c onsultants developing a single iteration of a system.

9. W e assume that client comments and mark-ups at the end of each phase will c ome in a consolidated manner that provides unambiguous direction t o the design team as they proceed into the next phase. architecture

1. W e assume the architect will not participate in public artist selection.

2. 3-dimensional ar chitectural sketches will be focused on the amphithea ter (3 options) and restrooms, if stick-built. landscape architecture

1. 3-d dimensional sk etches are not included in proposal. Landscape pr esentations will include colored, illustrative site plans, blow-up sketches, sit e elevations, site sections, and photographic prototypes.

2. A plant palett e will be included in the design presentation to City Council. civil enGineerinG

1. Analy sis of existing utility capacity is not included. It is assumed that c urrent street utilities are sufficient to support the project.

2. T he proposal assumes that no relocation of street utilities are in scope.

3. Haul r outes and their approval will be the responsibility of the contractor.

4. T he preparation of new easements is not in scope.

5. KPFF will pr epare the SWPPP for storm water management per the Na tional Pollutant discharge Elimination System (NPDES).

6. P ermanent BMPs shall be included as required by the City SW team.

Mechanical / pluMbinG enGineer

1. T he City will provide all available record drawings of site improvements. electrical enGineer

1. T he electrical engineer will provide projected loads to the utility in order t o confirm, or expand if required, utility capacity to service the project.

Fire suppression / Fire sprinklerinG

1. A perf ormance specification will be provided by the team to provide r equirements for a design-build installation by contractor. acoustical / audiovisual / it / security

2. It is as sumed that IT and Security meetings will happen concurrently.

3. W iFi heat mapping is not included in the proposal.

4. T he team will coordinate with City programmatic requirements to be es tablished early in the project meetings.
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Jan scow
arborist
Principal $145 | hr

survey teaM
Field Crew Chief $2 45 | hr
Surveyor $15 2 | hr
Drafter $115 | hr

PREVAILING WAGE RATES ARE

REQUIRED FOR ALL APPLICABLE
TRADES.

CC Agreement No. 2021-46

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S C O P E S U M M A R Y
Ar c h i t e c t (Goodale Architecture Planning)
• Project lead; Oversight of scope, consultants, and documents, CSI specifications
• Administration / Consultant coordination / Quality Assurance • Meeting & pr esentation preparation / documentation • Allo w for 5 additional phone/Zoom meetings to those indicated (or 5 total hours)
• Ov ersee ADA compliance of project design, including all consultants

Sche Matic desi Gn
• Client Meeting 1: Prepare, Agenda, Commission/Council input, Resources and C ontacts, Green Building Code Regulations, Program, Artifacts, L ow Voltage, Questions
• C oordinate commencement of Survey, Soils Report, Arborist • De velop acoustical / audio-visual criteria for bandshell • C ollaborate with Landscape Architect on development of preliminary options, including themed T ot Lot, zones shown in concept plan, major planting elements, sit e lighting and landscape lighting options, including ne w holiday tree. Develop flexible demountable booth locations • De velop ( 3) bandshell options and 3 restroom options, (including pre- f abricated solution), w/ prototype images and/or 3-d illustrations. • Client Meeting 2: Review design and discuss preliminary design options • Public Meeting 1: Notice of Project / Scoping meeting. Attend as resource • C oordinate consultants as required: Civil, Environmental, Structural, Mechanical, Electrical, A udiovisual, IT, Security. Update Schematic Design estimate
• F ormalize draft Schematic Plans and options. Include Sustainable r equirements per Green Building Code Regulations
• Client Meeting 3: Review draft Schematic Design and options • R evise Schematic Design and options per Meeting 3 input • Public Meeting 2: Rev iew and establish preferences at Schematic level • Client Meeting 4: Debrief Community Input Meeting
• Revise Schematic Design and options per Community Input Meeting • City Council Meeting 1: Workshop to review options, solicit preferences d esi Gn develop Ment
• Inc orporate selected options and City Council input
• Support EIR t eam with exhibits, possible public art sites re: history • De velop blow-up plans, sections, elevations band shell, restrooms, trellis • C oordinate work of all consultants, including storm water management strategy
• As semble package of cut-sheets and color / materials palette • De velop concept for entry sign and, based on City prototype, design for sign monument opposit e freeway
• Client Meeting 5: Review products, palette, area blow-up drawings • R efine drawings and materials per client meeting
• C oordinate engineering systems and drawings. Update Design De velopment estimate
• De velop roof plans, interior elevations, schedules, typical details.

As semble draft Design Development drawings
• Client Meeting 6: Review Design Development drawings
• R evise Design Development package and Design Development estimate f or City Council review
• City Council Meeting 2: Workshop for review/approval Design Development package
c onstruction docu Ments
• Inc orporate City Council input
• Ar chitectural details, schedules, wall types, including sign details • C oordinate engineering and consultant work
• Client Mtg 7: Review 60% Construction Documents

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S C O P E S U M M A R Y ( C O N .)
• Dr aft CSI Specifications. Coordinate front end specifications with previous City pr ototypes. Include section on tree and root pruning In collaboration with Arboris t (see Arborist section below). Include section, in collaboration with Rinc on, on relocation of equestrian statue, establishing requirements of specialty c ontractor, including years of experience in historic restoration and specific e xperience in relocation of historic monuments and statues. • Upda te Construction Documents estimate
• Pr epare front-end sheets for Building Department, ADA, General notes, etc. • C omplete drawings and specifications
• Client Meeting 8: Review Construction Documents, Estimate, Specifications • R efine drawings and submit to Building Department
• Back check, final r evisions, and provide documents for bidding • City Council Meeting 3: Approval of EIR and approval to go to bid • Pr ovide Bidding Phase support
en v i r o nMe n ta l an a lys i s ( ri n co n co n s u lta n ts) Sche Matic desi Gn (phase approxi Mate )
• Client Meeting 1: Kick-off, Schedule, Data, Approach
• De velop research and data - including site sound level metering to establish c urrent noise impacts on site
• C onduct hazardous materials survey (lead, asbestos)
• Pr epare Initial Study conforming to City checklist and State CEQA guidelines. Include Na tive American tribalconsultations • In vestigate the historic background and status of the Chamber building • Pr ovide all printing as required throughout process
• Pr epare, file, and circulate Notice of Project
• Public Mtg 1: Notice of Project / Prepare for and Conduct Scoping meeting desi Gn develop Ment (phase approxi Mate )
• Pr epare Administrative Draft Environmental Impact Report En vironmental Setting, Environmental Impact Analysis, Growth-Inducing Eff ects, Alternatives. Provide Draft EIR to City
construction docu Ments (phase approxi Mate )
• Final En vironmental Impact Report, incorporating comments, Mitigation Monit oring and Reporting Plan
• Pr epare Findings and Statement of Over-riding Consideration • Major considerations to include Cultural / Cultural-Tribal resources • EIR City Council Approval Meeting
pu b l i c ou t r e ac h ( ri n co n co n s u l a n ts) • Implement public outr each for each of 5 meetings, including:
- Ph ysical on-site 4x8 signage
- Include mailouts f or Notice of Project and Scoping notice - Include T ribal Consultation letters (at least 7) per AB52 - Notic es in Acorn in newspaper,
- C olor, card stock postcards (5 1/2” x 8 1/2”) to Old Town merchants and r esidents per map provided by thebCity (approximately 650); - Notifica tion of agencies and departments per the City’s standard EIR checklis t.
ar b o r i st (J a n scow )
Sche Matic desi Gn
• T ag trees, key tags to survey map
• De velop inventory matrix, (description, health/structure, notes.) • Phot o-document trees
• Pr epare tree report
• Consideration will be given to trees for removal, healthy and unhealthy trees, recommendations for both tree and root pruning, including how trees may be affected by new design. Provide data for architect to formalize in CSI specification format - including qualifications, required certification, and years of experience of tree trimming subcontractor • Bidding support
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S C O P E S U M M A R Y ( C O N .)
so i l s enGi n e e r ( oa k r i dGe)
Sche Matic desi Gn
• Soil borings (3) t o depth of 20-30’
• Soils analy sis to provide foundation criteria for structures, and sectional crit eria for parking (fire truck loading)
• Field and lab t esting
• Soils r eport and recommendations for incorporation into specifications as required
• Doc ument infiltration rate
• Doc umentation of ground water table if encountered
• Bidding support
la n ds c a p e ar c h i t e c t ( ra b b e n he rMa n de s iGn oF Fi c e) Sche Matic desi Gn
• Client Meeting 1: Kick-off, Schedule, Data, Approach, Resources & Contacts • G ather City standards, concerns re: landscape and maintenance • Pr eliminary design studies with architect, including lighting design • Develop 2 options for each park zone
• Pr eliminary landscape blow-ups, sections, elevations. • Client Meeting 2: Review design options
• De velop options. Respond to Mtg 2 input. Prepare draft Schematics • Client Meeting 3: Review draft Schematics
• Revise design per Client Mtg 3 input
• Public Meeting 2
• R evise design per Community Workshop input
• City Council Meeting 1: See Architectural scope description desi Gn develop Ment
• Inc orporate preferred options and City Council input • C oordinate fine grading with Architect and Civil Engineer • Cr eate base drawing sheets
• De velop blow up plans , preliminary hardscape plan, hardscape blow-up, tr ee planting plan, shrub plans, plant details, irrigation plans, irrigation details, sit e furnishing plan, site furnishing cut sheets • Develop water use calculations for sprinkler system to insure compliance with water use regulations for the area, and in coordination with civil studies of site drainage management site permeability
• Client Mtg 5: Interim review
• Refine based on Client input. Prepare estimate for landscape/hardscape areas and prepare outline specifications (CSI format)
• Assemble draft Design Development package
• Client Mtg 6: Review draft Design Development package • Refine package per client and quality assurance inputs • City Council Workshop 2: Review/Approval Design Development package, including illustrated plant palette presentation
construction docu Ments
• In-house t eam debrief
• Update base sheets
• Final har dscape plans, hardscape details, planting tree and shrub plans, irriga tion plan, irrigation details, furnishing plan, furnishing details • Specifications in CSI format
• Submit for 60% construction documents
• Allow for ( 3) meetings, including Client Meetings 7 and/or 8 • Respond to client reviews and to Building Department/Agency backcheck • R espond to bidding RFI’s
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S C O P E S U M M A R Y ( C O N. )
ci v i l enGi n e e r ( kp FF enGi n e e r s)
Sche Matic desi Gn
• Client Mtg 1: Kick-off, Schedule, Data, Approach, Resources & Contacts • Topographic and boundary survey
• Surv eyor to observe best practices, including survey monument preservation
• R ecord survey with county, including recordation fee if required Desi Gn develop Ment
• Sit e grading and on-site drainage design. Verify that new site impermeable ar eas will be balanced with on-site storm water management measur es in compliance with state/local r egulations
• Include ( 2) client / team meetings during this phase • C oordinate with City to insure permanent BMPs
• S torm water mitigation per state and local jurisdiction, SWPPP requirements
• Paving and striping plans for parking
• W ater, sewer, and gas connections
• Pr eliminary drawings
c onstruction docu Ments
• R efine and further detail Design Development drawings • Allo w for ( 3) in-team or client meetings during phase • Civil demolition plan
• Er osion / sedimentation control plan
• Prepare final drawings, technical specifications (CSI) through permitting, r esponding to City, Building Department, and agency input • Respond to bidding RFI’s
st r u c t u r a l enGi n e e r ( br a n d ow & J o h n sto n) Sche Matic desi Gn
• Provide input and conceptual design to architect for band shell, r estrooms, trellis structure, and miscellaneous footings required, including c ost estimating input
Desi Gn develop Ment
• Pr ovide system description and basic member placement, sizing • Include design of footings and requisite armatures for signage, public art, and equestrian statue relocation
• Outline specifica tions
• Allow for (1 ) client meeting
Construction docu Ments
• Pr ovide construction documents, responding to client/Building Department input
• Allo w for ( 1) Building Department meeting
• Pr ovide Specifications in CSI format
• Pr ovide support during Bidding Phase

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S C O P E S U M M A R Y ( C O N. )
Me c h a n i c a l / plu Mb i nG enGi n e e r ( sp i r i t enGi n e e r i nG) Sche Matic desi Gn
• Provide input for team’s Schematic Design phase
Desi Gn develop Ment
• Provide exhaust ventilation for restroom
• Pr ovide plumbing system for restrooms, drinking fountain • De velop Design Development drawings for review
Construction docu Ment s
• Respond to City inputs from Design Development input • De velop drawings and CSI Specifications through permitting • R espond to Building Department and other Department corrections • R espond to bidding RFI’s
el e c t r i c a l enGi n e e r ( iGn i s i o st u d i os) Sche Matic desi Gn
• Provide input for team’s Schematic Design phase
Desi Gn develop Ment
• Develop load calculations and coordinate with utility for current capacity to serve the design
• C oordinate with architect conduiting for EV charging areas • Provide power connections to buildings and to booth locations as r equired. (Based on previous City research, booth electric service may e xceed utility capacity)
• Pr ovide parking power and lighting with Title 24 compliance controls • C oordinate dry utilies with power and telephone companies • C ollaborate with architect and landscape architect on building and site lighting
• De velop Design Development drawings for review
Construction docu Ments
• Respond to City inputs from Design Development
• De velop drawings and CSI Specifications through permitting • R espond to Building Department and other Department corrections • R espond to bidding RFI’s
aco u st i c a l enGi n e e r ( ac e n t e c h)
Sche Matic desi Gn
• Client Mtg 1: Kick-off, Schedule, Data, Approach, Resources & Contacts • Provide criteria to Architect re: performance of band shell Desi Gn develop Ment
• Review and critique architectural design acoustic performance, details Construction docu Ments
• Continue review of architectural design performance, details • R espond to bidding RFI’s
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S C O P E S U M M A R Y ( C O N. )
au d i ov i s ua l ( sa l as o’br i e n)
Sche Matic desi Gn
• Allow for (2 ) meetings across the architectural phases to suit schedule
• Establish criteria, provide guidance for infrastructure for various uses Desi Gn develop Ment
• W ith staff, establish mixer pad locations, connections, mixer location, connections
• Pr ovide drawings of conduit to locations
Construction docu Ments
• C omplete drawings and provide CSI Specifications
• R espond to Bidding RFI’s
it inFr ast r u c t u r e / wi F i co n s u lta n t ( sa l as o’br i e n) Sche Matic desi Gn
• Allow for (2 ) meetings across the architectural phases to suit schedule • Site visit
• Establish criteria, provide guidance for infrastructure Desi Gn develop Ment
• Es tablish design criteria: Main Distribution Frame (MDF) r oom location, guidelines for the MDF and cable paths, guidelines f or the Information Transport System (ITS)
• De velop system schematic with conduit to locations Construction docu Ments
• Respond to client reviews
• C omplete drawings and provide CSI Specifications - Respond to Building Department and agenc y critiques
• R espond to Bidding RFI’s
se c u r i t y inFr ast r u c t u r e ( sa l as o’br i e n) Sche Matic desi Gn
• Sit e visit
• Allow for (2 ) meetings across the architectural phases to suit schedule • Es tablish criteria, provide guidance for infrastructure Desi Gn develop Ment
• De velop video surveillance system riser diagram identifying cabling and major c omponents of system
• Firs t draft camera location diagram coordinated with City and Police • De velop system schematic with conduit to locations
Construction docu Ments
• Respond to Design Development input
• Complete drawings and provide CSI Specifications - Respond to Building Department and agenc y critiques
• Respond to bidding RFI’s
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S C O P E S U M M A R Y ( C O N. )
deliverable d ocu Me nts t o t he c ity
Final Plans, Specifications, and Cost Estimate will be delivered to the City in the following formats:
plans will consist of wet-signed, printed mylars, along with an electronic, ready-to-print set via USB or other media.

Specifications shall be prepared in a manner where upon submittal to the City, they are ready to print and advertise.

Included in the deliverables shall be the delivery of all Autocad and Word files for the entire design, cost estimate, and specifications. Such files shall be made available upon request at any time throughout the design.
15 CC Agreement No. 2021-46
MO 1 2 4 6 8 10 12 14 16 18 20
Team Meeting 1
Kick-Off
- Guiding Principles,
- Prelim Criteria for
All Disciplines
- EIR kick-off
- Review Council
Commission input
- Approach to
integrated public
art
- Discuss salvage
- Start Survey
- Start Soils Work
and Report
- Start Arborist
Work & Report
City Council Meeting 1
Design Workshop
- Schematic Design
Review
- Options -
Amphitheater
Tree Species
Tot Lot
Entry
Garden
Restrooms
Lighting concepts
- Establish Preferred
Options
- Previous City
Comments
City Council 2 Meeting 2
Design Workshop
- Design Developmt
Review
- Lighting Fixtures
- Materials Palette
- Paving Patterns
- Detailed Landscape
Palette
Public Meeting 2
Design Review
- Progress Review
- Options -
Amphitheater
Tree Species
Playground Ideas
Team Meeting 4
- Debrief Community
Meeting
- Review/Prep
for Council
- Estimate Update
Public Meeting 1
NOP / Scoping
- Environmental
Consultant
Notice of Project
Meeting (NOP)

S C H E M A T I C D E S I G N P H A S E D E S I G N D E V E L O P M E N T P H A S E C O N S T R U C T I O N D O C U M E N T S P H A S E B I D Team Meeting 2
- Overall plan
- Review Integration
of Commission,
Council ideas
- Review Options
Amphitheater
Playground
Entry Area
Garden
-Protoypes Trees,
Lighting fixtures
Team Meeting 3
- Review/Prep
for Community
Meetings
- Update Planning:

City comments
- Develop options:

Amphitheater
Entry
Tot Lot
Garden
Planting Palette
Lighting concept
- Conceptual Site
Drainage
- Establish criteria
for acoustics, A/V,
IT, Security
- Design Research
- Prototype Imagery
- Develop Schematic
Package with Options
- Prototype Imagery
- Update Estimate
- Coordinate SD
Docs - Engineers
- Develop solutions
for acoustics,
Amphitheater
Entry
Tot Lot
Garden
Planting Palette
Lighting concept
- Conceptual Site
Team Meeting 6
- DD Review
- Prep
for Council
Meeting
- Estimate Update
Team Meeting 5
- DD Progress

E N V I R O N M E N T A L C O N S U L T A N T
Draft City Initial Technical Admin Draft Response Final EIR, Initial Rev Study- Studies Draft EIR To Comment Findings Team Meeting 8
- CD Review
- Prep
for Council
Meeting
- Estimate Update
Team Meeting 7
- CD Progress
- Detailed City info
- City Front End
Specs

Plan Check
- Submittal
- Backcheck
- Develop DD Package
- Prelim Landscape Plans
- Building Plans, Sections,
Elevations, Roof Plan
- Materials Palettes
- Prelim Grading Plan
- Lighting Plans
- Integrate soils and
arborist reports with
consultant work
- Develop main entry sign
- Update Estimate
- Narrative Specification
& Final Spec Index

D E S I G N S C H E D U L E

D I Z D A R P A R K
- Develop CD Package
- Landscape Plans
- Building Complete Set
with Schedules, Details
- Civil Drawings
- Plumbing Drawings
- Electrical Drawings
- AV/IT/ Security Conduits
- Technical Specifiations
- Respond City comments
- Develop materials
- Plan/elevation blow-ups
- Develop planting palette
- Develop detailed design
proflies
- Coord Public Art
- Develop grading &
storm water mgmt
- Calculate lighting and
develop fixture options
- Develop cut sheets of
products proposed
- Engineering input
- Narrative Specification
& Final Spec Index
- Respond City comments
- Detailing site, builidngs
- Develop planting palette
- Detail grading &
storm water mgmt
- Structural plans, specs,
and details
- Plumbing plans,
schedules, details
- Electrical Lighting, Power,
plans, schedules, details
- Low voltage conduiting
- Prepare technical
specifications
- Update Estimate
- Plan check
Responses
- Prep Bid Set
- Refine front end
end specs w/
City
- Respond to Bid
RFI’s
NOTE:

Design team work
(in gray) is an outline
only.

Please see Task Plan
more comprehensive
task list of the work.

City Council Meeting 3
Regular Meeting
- EIR Approval
15 3 5 7 9 151311 17 19 21 22
CC Agreement No. 2021-46

Form Approved January 2018 B-1

EXHIBIT B

KEY PERSONNEL & COMPENSATION

1. Consultant’s designated representative(s) who are authorized to act on its behalf and to make all decisions in connection with the performance of services under this Agreement is David Goodale.

2. Total compensation under this Agreement, including reimburs ement for actual expenses, may not exceed: $ 517,356.

KEY PERSONNEL:

Name Title/Position
David Goodale Principal-in-Charge, Project Designer/Manger

SUBCONSULTANTS:

Name
Rincon Consultants Ignisio Studios
Jan Scow Acentech
Oakridge Geoscience, Inc Salas O’Brien
Rabben Herman Design Office
KPFF Consulting Engineers
Brandow & Johnston
Spirit Engineering

FEE SCHEDULE – See Attached
CC Agreement No. 2021-46

G O O D A L E

ARCHITECTURE

PREVAILING WAGE RATES ARE

REQUIRED FOR ALL APPLICABLE
TRADES.

EXHIBIT B
CC Agreement No. 2021-46

Form Approved January 2018 C-1

EXHIBIT C

INSURANCE

1. Required Insurance. Before commencing any services, Consultant 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 (combined single)
Commercial General Liability $1,000,000 / $2,000,000 aggregate* Business Automobile Liability $1,000,000
Workers’ Compensation Statutory
Professional Liability** $1,000,000

2. Insurance Rating. All insurance required to be maintained by Consultant 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’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, its officers, employees and agents, and volunteers. 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 Consultant 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 both a waiver of subrogation applicable to the insurance or self -insurance, and a primary and non- contributory endorsement, both in favor of the City, its officers, employees, agents, and volunteers.

5. Workers’ Compensation. If Consultant has any employees, Consultant 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 City , its officers, employees, agents, and volunteers.

6. Professional Liability (Errors & Omissions) Insurance . The professional liability insurance must cover the services to be performed under this Agreement. The coverage must be provided on a “claims made” basis. Consultant must maintain continuous coverage through a period not less than three years after the completion of the services required under this Agreement.

7. 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 CC Agreement No. 2021-46

Form Approved January 2018 C-2

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

8. Deductibles and Self-Insured Retention. Any deductibles or self -insured retentions applicable to the insurance policies required under t his Agreement must be declared to and approved by City . 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 in its sole discretion. At the option of City, either the insurer will reduce or eliminate such deductibles or self-insured retentions with respect to the City’s additional insureds or Consultant 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, Consultant must file with the City 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. These certificates of insurance and endorsements must be in a form approved by the City’s legal counsel. Consultant must maintain current certificates and endorsements on file with City 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 by certified mail, return receipt requested (except for nonpayment for which a 10- day notice is required). The delivery to City of any certificates of insurance or endorsements that do not comply with the requirements of this Agreement will not waive the City’s right to require compliance. In the event that Consultant’s policies are materially changed, Consultant must provide the City with at least 30 days’ prior written notice of the applicable changes. City reserves the right to require complete, certified copies of all required insurance policies at any time.

10. Failure to Maintain Required Insurance. If Consultant, 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 may, but is not obligated to, obtain such coverage at Consultant ’s expense and deduct the cost from the sums due Consultant. Alternatively, City 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 Consultant’s indemnity obligations under this Agreement. Consultant 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 Consultant 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 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 to compensate it for such losses.

12. Required Insurance for Subconsultants/Subcontractors . Consultant agrees to ensure that any subconsultants/subcontractors providing services under this Agreement provide the same minimum insurance coverage and endorsements required of Consultant . Consultant 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 reserves the right to change the amounts and types of insurance required by giving Consultant at least 90 days advance written notice of such change.

CC Agreement No. 2021-46

Form Approved January 2018 C-3

If such change results in substantial additional cost to Consultant , the parties may renegotiate Consultant’s compensation.

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

CC Agreement No. 2021-46

Camarillo City CouncilFebruary 14, 2024

Camarillo City Council
February 14, 2024