Camarillo City Council
December 11, 2024

CITY OF CAMARILLO

PROFESSIONAL SERVICES AGREEMENT
With

RAILPROS, INC
For
ST-14-05 METROLINK UNDERCROSSING
PRELIMINARY ENGINEERING – DESIGN SERVICES
PHASE 1

CC Agreement No. 2021-24

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. ............................................................................ 9 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. 2021-24

Form Approved January 2018 1

PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is effective as of March 10, 2021 (“Effective Date”), and is between the City of Camarillo, a California municipal corporation and general law city (“City”) and RailPros, Inc., a California corporation (“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 wor k 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.

CC Agreement No. 2021-24

Form Approved January 2018 2
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. F amiliarity 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. 2021-24

Form Approved January 2018 3
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 CC Agreement No. 2021-24

Form Approved January 2018 4
how such delay interferes with Consultant’s performance of services.

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 Ci ty 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 execu te 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 t his 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 City 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 CC Agreement No. 2021-24

Form Approved January 2018 5
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 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 CC Agreement No. 2021-24

Form Approved January 2018 6
or agents are in any manner officials, officers, or employees of City.

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 decision-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 CC Agreement No. 2021-24

Form Approved January 2018 7
to know that Consultant, or any officer, principal or employee of Consultant has any of the financial interests listed in Government Code section 87103.

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, Ventura County Transportation Commission (VCTC), Union Pacific Railroad Company (UPRC) and Los Angeles – San Diego – San Luis Obispo Rail Corridor Agency ( LOSSAN), hereafter “Indemnitees” f rom 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, Indemnitees includes Indemnitees’ City’s officers, officials, employees, agents, 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”), provided such Operations Claims result in bodily injury or tangible property damage.

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 Indemnitees in all legal, equitable, CC Agreement No. 2021-24

Form Approved January 2018 8
administrative, or special proceedings, with counsel reasonably approved by Indemnitees, 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.

16.7 Consultant agrees that settlement of any Operations or Services Claim against Indemnitees requires the consent of the Indemnitee which is the subject of the proposed settlement which consent will not be unreasonably withheld provided that Consultant is financially able (based on demonstrated assets including insurance) to fulfill its obligation to indemnify Indemnitees 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 Indemnitees 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 CC Agreement No. 2021-24

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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 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]

CC Agreement No. 2021-24

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To Consultant: RailPros, Inc.
811 Wilshire Blvd., Suite 1820
Los Angeles, CA 90017
Attention: Robert Williams

(Tel.) (909) 283-0707
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 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 part y 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 CC Agreement No. 2021-24
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 any term, condition or covenant of this Agreement is declared or determined by any court of competentjurisdiction to be invalid, void or unenforceable, the remaining provisions ofthis 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.

THE UNDERSIGNED AUTHORIZED REPRESENTATIVES 0F the parties hereby execute this Agreement as follows:

CITY OF CAMARILLO
Greg Ramirez, CQ/Jflanager
ATTEST:

WWWJeffrie Madiand, City Clerk

Brian A. Pierik, City Attorney
RAILPROS, INC., a California corporation
>$~R>WL ’9 » SWDoug Séwyer, Senior Vice President, West Region Manager Bob Matthews, Vice President

Camarillo Business Tax Certificated No 042929 /Expiration Date 12/31/2021 Form Approved January 2018 11 CC Agreement No. 2021_24

Form Approved January 2018 A-1

EXHIBIT A

SCOPE OF SERVICES
[Attached]
CC Agreement No. 2021-24

9 15265 Alton Parkway, Suite 140 P: (714) 734 - 8765 F: (714) 734 - 8755 Irvine, CA 92618 www.railpros.com
Scope of Work
At the
City’s direction, the scope of work will be implemented in Phases. Phase 1 will consist of conceptual development, including Initial concept layout plans and estimates and 15% updated documents, site work, survey and coordination. Phase 2 will follow under a separate authorization and is intended to complete the preliminary engineering and final design for the project. Anticipated task elements of Phase 1 are outlined below.

Tas
k 1 – Concept Development
Task 1.1 – Project Management
The project manager and project engineer will lead the technical efforts, including the direction of Subconsultants. The Consultant’s Project Manager and other key personnel will provide the necessary support and expertise to complete the project.

The
Project Manager shall conduct, oversee and manage the performance of the work including:
o Coordination of the development of the overall work tasks o Management of the schedule, budget, staff resources
o Reporting work progress and schedule updates to the City’s Project Manager o Scheduling, coordinating, and providing minutes of Project Development Team (PDT) meetings.

Pr
ior to the start of work, the RailPros Team will furnish the subconsultants the appropriate City/UP/SCRRA forms, manuals, and criteria to ensure uniformity of all project documents.

RailPros’ Project Manager will conduct status and review meetings with subconsultants to review their progress, ensure up-to-date information is being used and the appropriate activities are being performed. Subconsultants will submit all reports and plans to the RailPros Project Manager for review of conformity with the project scope of work, directives, applicable codes, design criteria, and any other City/UP/SCRRA requirements. All deliverables to the City will be made through the RailPros Project Manager. The RailPros Project Manager will meet with the design team on a periodic basis to establish design development tasks and to determine schedule and budget status.

Activities and Deliverables
o Project Controls – Cost, Scope, Schedule, Quality, Risk (Register updates only), Reporting • Monthly Updates including baseline schedule

EXHIBIT A
CC Agreement No. 2021-24

15265 Alton Parkway, Suite 140 P: (714) 734 - 8765 F: (714) 734 - 8755 Irvine, CA 92618 www.railpros.com
• Project Management Plan
• Quality Plan
o Kickoff and Stakeholder Meetings (Assumes 1-2 in-person meetings and conference/video meetings) plus preparing the associated minutes and action items o PDT Meetings (Assumes 4-5 conference/video meetings ) plus preparing the associated minutes and action items
o Subconsultant Management
o Stakeholder Coordination, including City, VCTC, CPUC, UPRR, Metrolink o Railroad Coordinator and Utilities staff will perform an independent review of all documentation prior to submittal to the railroad and will facilitate submittal reviews o CPUC Diagnostic Meeting, Formal Application Draft Preparation for stakeholder review and application, pre -hearing conference and other associated processes, meetings and coordination (CPUC Formal Application process may take 18+ months to receive approval).

While coordination will take place during Phase 1, the bulk of the CPUC coordination and documentation effort, including diagnostic meeting and Formal Application preparation, will occur in Phase 2.
o Basis of Design Report
o Site Visit, Data Collection and Review
o Manage and provide the following submittals:
• Initial concept layout plans and estimate
• 15% Plans and estimate (concept update)
o Deliverables:
• Project Management Plan, including project control documents, schedule, and regular updates
• Monthly progress reporting and invoicing
• Create a road map for UPRR and related processes
• Basis of Design Report
• Agendas, Meeting minutes and notes
Task Assumptions
o Assumed up to 5 months for conceptual development and coordination and associated support and project management will be minimized per the hours and tasks shown in the fee estimate.
o Assumes that design review comments are received within 3 weeks of submission.

CC Agreement No. 2021-24

15265 Alton Parkway, Suite 140 P: (714) 734 - 8765 F: (714) 734 - 8755 Irvine, CA 92618 www.railpros.com
o Assumes 15% submittal will be an update of concept layout based on site work and stakeholder feedback.
o Assistance with any agreements is not currently part of the scope and excluded at this time o Assumed the City and VCTC will execute any necessary easement documentation with UPRR– temporary or permanent , based on impacts identified during design (see survey scope of service details below and attached)
o It is assumed all existing fiber will be lowered in place and no splicing design is needed by our team.
o Project will follow a blend of UP and SCRRA design criteria and standards utilizing MicroStation and UPRR formatting for railroad components, per UPRR requirements. City or VCTC owned components may be prepared in AutoCAD, per City’s request, using City standards. Submittals will be provided in PDF format for review. If necessary, final documents can be converted to AutoCAD for the City’s files at the completion of the project.
o Assumes no risk management workshops are required for this project and will update the risk register only at each submittal completion.
o All communications with the public or the press will be coordinated with and lead by the City, with the RailPros design team providing support (see public outreach scope of service details below and attached) . Communications support is not anticipated or included in Phase 1.
o Assumes all native format files , where possible, and documents are provided, by City or other stakeholders, at the project onset for everything that was in the 15 % submittal for convenience preparing base files.
o Assumes UPRR standard and specs are the basis of design, where available, and will be supplemented by SCRRA standards and specs for work performed by railroad or within railroad ROW. Greenbook will be used as the basis for all city, VCTC or other facilities and elements. Specifications are not anticipated or included in Phase 1 and further details can be confirmed in Phase 2.
o Assumes all submittals are digital only and hard copies are limited to the amount listed in our ODC’s.
o Assumes no trackwork engineering design is part of the project and that UP will not require temporary shooflies for this project. Assumes UP will control and design any required trackwork for the tunnel to replace with their forces and that engineering and all other track related plans are not needed from our team for such work.

CC Agreement No. 2021-24

15265 Alton Parkway, Suite 140 P: (714) 734 - 8765 F: (714) 734 - 8755 Irvine, CA 92618 www.railpros.com
o Assumes contractor will do shoring design as required. o Stakeholder:
• Excludes all city/stakeholder costs related to permits, right -of-entry, flagging, licenses, leases, easements, etc.
• Assumes UPRR ROE for survey and initial utility investigations will be non -invasive and will be provided at no cost.
• Assumes minor potholing within UPRR ROW and ROE costs are limited as outlined in the C-below estimate. Potholing is not anticipated nor included in Phase 1. • Geotechnical borings will be outside of UPRR ROW will provide sufficient detail for geotechnical reporting and no UPRR ROE will be required. Geotechnical studies and investigation are not included in Phase 1.
• Flagging will be provided by UPRR or their approved contractor for survey and utility investigation within their ROW and will be limited to the amounts estimated under ODC’s
• Coordination with railroad, regulatory agencies and other stakeholders can often require extensive time and effort. Coordination hours are limited per the meetings and hours outlined in the scope and fee estimate
• No Caltrans, FAA, or FCC permits, documentation or coordination is anticipated and is excluded

Task 1.2 – General Sheets/Utilities/Civil Site/Drainage/H&H This task will cover work required to reconfigure and regrade the North and South parking lots in the vicinity of the new pedestrian underpass as required to accommodate the new stairs and ramps for the new pedestrian tunnel. This task will also make modifications to the exiting parking lots to provide ADA compliant paths from the public right-of-way, and ADA parking stalls, to the connection points with the new steps and ramps.

An effort will be made to minimally reconfigure the existing parking lots, keep as many parking spaces as possible, and re-direct as much of the storm flows to swales and landscaping areas. The design in this task will incorporate recommendations for treatment of storm water to comply with the City’s NPDES permit as well as modifications to the existing storm drain system to accommodate the re-regraded parking lots and to accommodate the proposed treatment devices if required.

Activities and Deliverables
o Perform site visit
CC Agreement No. 2021-24

15265 Alton Parkway, Suite 140 P: (714) 734 - 8765 F: (714) 734 - 8755 Irvine, CA 92618 www.railpros.com
o Review topo and boundary information received from surveyor and make comments as needed
o Produce concept design showing required parking lot modifications o Conceptual Utility coordination and design
o Coordination and Meetings with City
o Deliverables:
• Concept exhibit showing proposed parking lot modifications • Concept estimate
Task Assumptions
o No landscaping effort is anticipated in Phase 1.
o Composite Utility Plan will cover the area being disturbed in the immediate location of the new underpass and will include existing utilities and required utility relocations. Wet utilities (Water and Sewer) relocations will be designed under this task and dry utility relocation will be designed and relocated by the appropriate utility owner. Phase 1 Utility efforts will consist of identification and may include some conceptual treatments or recommendations.
o No hours for submitting plans, documents, etc. to other agencies besides the City or UPRR are included in this task. It assumed that all improvements will be within City or UPPR ROW’s and wet utilities are owned and maintained by the City. o Separate plans such as for submitting to water departments, fire departments, etc. are not included in this task scope.
o Post construction BMP’s are limited to stormwater treatment for precipitation falling in work and not the entire parking lot. BMP’s are not anticipated in Phase 1. o It is anticip ated the site will be exempt from hydromodification and that detention/retention basins will not be required as the total impervious surface will not be increased, and the parking lot re-work area is less than half of the site. o Site plan will include basic parking lot striping and signage. Stop bars, stop signs, ADA parking striping and signing and parking striping. Station or wayfinding signing is not included in this task.
o No traffic control plan is provided in this task. Contractor to provide simple traffic control plans for working within the parking lots.
o Minor H & H will be performed to size inlets etc. No H & H report is included in this task. H & H efforts are not anticipated in Phase 1.

CC Agreement No. 2021-24

15265 Alton Parkway, Suite 140 P: (714) 734 - 8765 F: (714) 734 - 8755 Irvine, CA 92618 www.railpros.com
Task 1.3 – Structures & Phasing
Prepare and review plans, specifications, estimates and calculations for pedestrian underpass, ramps, and stairs. Prepare and review plans for construction phasing. Coordinate with City and stakeholders and address all comments. Phase 1 will consist primarily of conceptual layouts and estimates.

Activities and Deliverables
o Prepare and review plans for structures
o Prepare and review conceptual cost estimate for structures o Coordinate with City and stakeholders
o Deliverables:
• Structures plans
• Structures conceptual cost estimate
• Response to City and stakeholder comments
Task Assumptions
o Structures include pedestrian underpass, stairs, and ramps. o Pedestrian underpass to be precast concrete box structure. o No type selection report to be prepared.
o Specifications use SCRRA standard specifications with revisions as needed o Initial conceptual structures plans include layout plan and typical section o 15% structures plans include an update of the initial concept layout plan, typical section and some notes

Task 1.4 – Station Communications
Station Communications are not anticipated or included in Phase 1.

Task 1.5 – Fiber (*Optional Based on Fiber Utility Approval) Prepare and review plans, specifications, and estimates for existing fiber optic cable lowering in place or minor relocation to support the addition of a pedestrian underpass, ramps, and stairs to the Camarillo Station, based on fiber utility approval. Fiber utilities may opt to design fiber relocations in-house, in which case we will coordinate the design with them. Phase 1 will include minor coordination and review of existing information.

Activities and Deliverables
CC Agreement No. 2021-24

15265 Alton Parkway, Suite 140 P: (714) 734 - 8765 F: (714) 734 - 8755 Irvine, CA 92618 www.railpros.com
o Activities:
• Review existing documents and information to identify potential impacts and solutions
• Coordinate with City and stakeholders

o Deliverables:
• Rough order of Magnitude cost estimate
Task Assumptions
o Fiber optic cable can be lowered at current location and new routing will not be required.

Design of fiber optic cable rerouting is not anticipated or included. o Fiber Optic Cable has enough slack that cable can be lowered in the ROW without splicing. o No SCRRA fiber is in ROW.
o Conceptual Layout, and 15% efforts include coordination, identification, and conceptual review, fiber plans excluded

Task 1.6 – Submittal Requirements, General Sheets and Phasing, and Comment Resolution Technical compilation of discipline plan and project documents. Preparation and cross check of general plan sheets and other project documents that require input from multiple disciplines.

Activities and Deliverables
o Submittal Compilation
o Comment Resolution
o Matrices: Permit Matrix, Utilities Matrix, Risk Matrix o Cost Estimate Compilation
o General Standards
o General Specifications
o Overall QAQC
o Interdisciplinary review
o Deliverables:
• Comment Matrix
• Project Matrices
• Quality Documentation
Task Assumptions
CC Agreement No. 2021-24

15265 Alton Parkway, Suite 140 P: (714) 734 - 8765 F: (714) 734 - 8755 Irvine, CA 92618 www.railpros.com
o One comment resolution meeting per submittal will be held and comments will be resolved prior to or during this meeting to allow design to continue. o Coordination and development of documentation are limited per the fee breakdown.

Task 1.7 – Water Quality and Erosion Control
Water Quality and Erosion Control efforts are not included in Phase 1.

Task 1.8 – Surveying and ROW
Surveying and ROW support efforts will be performed by our subconsultant, Psomas. Psomas’ scope details are included the subconsultant scope documents attached and generally include horizontal and vertical control, boundary analysis, aerial, design survey, top of rail survey, legal and exhibits and optional record of survey for the undercrossing and station area.

Task 1.9 – Geotechnical and Contaminated Soils
Not included in Phase 1, but are intended to be completed with the 30%, Preliminary Engineering submittal in Phase 2.

Task 1.10 – Environmental Clearance
Not included in Phase 1, but are intended to be completed with the 30%, Preliminary Engineering submittal in Phase 2.

Task 1.11 – Architecture / Station Aesthetics, Signage
Architectural efforts will be performed by our subconsultant, Anil Verma Associates, Inc . AVA’s scope details are included the subconsultant scope documents attached and generally include preparing stairs, entryway and landing architectural concepts and PS&E documents. Phase 1 will include initial conceptual architectural concepts for the functional elements but will not include development of architectural aesthetics or coordination with City to establish the fundamental architectural aesthetics and other details. Conceptual level architectural updates, revisions and other aesthetic discussions are not anticipated or included in phase 1. Updates and revisions to the initial concept are anticipated to be provided in phase 2.

Task 1.12 – Mechanical, Plumbing, Electrical, Lighting
Not included in Phase 1.

Task 1.13 – Landscaping / Irrigation
CC Agreement No. 2021-24

15265 Alton Parkway, Suite 140 P: (714) 734 - 8765 F: (714) 734 - 8755 Irvine, CA 92618 www.railpros.com
Landscaping and Irrigation efforts will be performed by AVA and are not included in Phase 1.

Task 1.14 – Public Outreach and Communication Support
Not included in Phase 1.

Other Direct Costs (ODCs)
Anticipated ODCs and estimated costs are included below. It is assumed that these are sufficient to complete the project Phase 1, however if additional or other costs are required, these can be provided with a revision at the City’s requires. Costs will be limited to those detailed below.

Additional subconsultant ODC’s may be outlined in their respective scopes of work attached.

ODCs
o Railroad Flagging (up to 6 days, additional fees may be required for weekend, holiday, night or daily overtime rates) - $9,000
o Travel, parking, lodging, per diem -$1,000
o Postage and Reproduction (submittals and other documents will be provided electronically to the City throughout the project duration, assumes stakeholder hard copies limited to the amount shown) - $500
Fee
The anticipated “not to exceed” cost for completing the scope of work elements for Phase 1 is included in Attachment 2.

It is anticipated that Phase 2 scope and fee will be developed and negotiated separately.

CC Agreement No. 2021-24

CITY OF CAMARILLO
ST-14-05 METROLINK UNDERCROSSING
SC

OPE OF SERVICES
February 24, 2021
Horizontal and Vertical Control
• Establish a temporary horizontal and vertical control network one time throughout project for use in the construction staking and layout. Two temporary vertical benchmarks will be set one time for use by survey and contractor at a predetermined location within project limits for use during construction.
• Coordinate control based on State Plane Coordinates and benchmark to be established using County of Ventura – Public Works Agency, Survey Monument Data Sheets, Datum NAVD88.

Boundary Analysis
• Established boundary lines from field surveyed information for the following APN’s 162-0-060-19, 162-0-060-210, 162-0-060-200, 162-0-060-05, 162-0-160-39, 162-0-160-38, 162-0-160-47, 162-0-160-26, 162-0-160-51, 162-0-160-60, 162-0-160-61, 162-0-060-17 & 162-0-60-180 , center line and right of way of adjoining streets to be established, UPRR right of way and center line to be established as shown on attached Exhibit “A’. • Preliminary Title report(s) are not included in the initial concept phase, but may be included during the next phase.

Aerial
• Provide DTM with ground topographic survey intergraded, as shown on attached Exhibit “A’, 1 foot contours interval and spot elevations on a grid pattern in level areas on site.

Design Survey
• Elevations on driveways, walks, curbs, gutters, and walls, including at back of walk, top of curb, flow line, and edge of gutter every 50’ along abutting streets. • Utilities from available substructure maps where possible, with visible signs of utilities located by the field crew. Field measured invert elevations on sanitary sewer and storm drain manholes.
• Horizontal location, size and description of buildings, driveways, walks, curbs, walls, fences, signs, poles, trees over 6" in diameter, and other permanent surface visible features.

Top of Rail
• Elevations on Top of Rail @ 50 foot intervals approximately 2000 lineal feet, two sets of tracks:

LEGAL & EXHIBITS
• Legal & Exhibits are not included in this phase.

Record of Survey
CC Agreement No. 2021-24
© 2012-2017 Digital Map Products. All rights reserved. 1

354 feet
APN: 162-0-060-200
APN: 162-0-060-210
APN: 162-0-060-19
APN: 162-0-060-180
APN: 162-0-060-17
APN: 162-0-060-05
APN: 162-0-160-39
APN: 162-0-160-38
APN: 162-0-160-47
APN: 162-0-160-26
APN: 162-0-160-61
APN: 162-0-160-60
APN: 162-0-160-51

AREIAL AREA
GROUND

TOPO AREA
2000 LF TOP RAIL
@ 50' INTERVALS
EXHIBIT "A"

CITY OF CAMARILLO
ST-14-05 METROLINK UNDERCROSSING
CC Agreement No. 2021-24

ANIL VERMA ASSOCIATES, INC.

PROPOSAL FOR ARCHITECTURAL, LANDSCAPE ARCHITECTURAL,

MECHANICAL ENGINEERING AND PLUMBING, AND ELECTRICAL ENGINEERING SERVICES ‘CAMARILLO STATION PEDESTRIAN UNDERPASS PROJECT’
City of Camarillo, California
DRAFT: November 24, 2020

Client/Agency: City of Camarillo
Client/Team: RailPros, Inc.

Contact: Robert Williams, PE
Address: 1 5265 Alton Parkway, Suite 140
Irvine, California 92618
Phone: (714) 797-7809
E-mail: [email protected]

The City of Camarillo is installing a n ew pedestrian underpass. Ramps and stairs to be incorporated on both sides of the tracks to provide access between existing platforms and parking lot areas to either side. Design has to be developed with mostly Metrolink standards in mind as well as coordination and approvals with Union Pacific and Amtrak and supported by LOSSAN and VCTC. Passengers must have safe and easy access to the current train service daily.

The station site should also have access for construction equipment and supply access for trucks and material storage facilities.

It is our understanding that the work is to include: architectural design, MEP design, lighting design, landscape design, and coordination with the City, Railroads (UP, SCRRA, Amtrak) , and community groups.

CC Agreement No. 2021-24

ANIL VERMA ASSOCIATES, INC.

Key Assumptions
a. Project footprint, scope of work, and key design features will remain as shown in the conceptual design plan dated 10/26/2020.
b. It is assumed railroad signal and communications design, if any, will be by others. c. Assumed the Project will be designed to the 2015 SCRRA standards since UP standards don’t encompass Stations.
d. No FCC permits are assumed to be needed on this projects. e. AutoCAD is anticipated as the design program.

Task 1.1.1 – Project Management / Reporting
This task includes project management and administration, agency and team coordination , scheduling, budgeting, progress reporting, and invoicing. AVA will support RailPros in the development and prepare a work plan for overall conduct, coordination, and completion of services. AVA will prepare preliminary architectural design for the station . The progress report shall include accomplished tasks for the month, anticipated progress for the next month, pending issues and schedule completion target dates.

Activities and Deliverables
o Provide monthly progress reports as part of the monthly invoice. o Deliverables: Project monthly status report summarizing work accomplished during the billing period.

Task Assumptions
o Assumed a 3-month period for up to 15% PS&E

Task 1.1.2 – Project Meetings
At the start of the project, AVA will assist RailPros with the Project Team Meeting schedule. AVA will also assist with Monthly Progress reports and supporting data as it relates to AVA’s scope.

The progress report shall include accomplished tasks for the month, anticipated progress for the next month, pending issues and schedule completion target dates.

AVA will meet with the Stakeholders and Project Team to initiate a kick -off meeting to discuss and agree on the final details of a schedule and work plan. The purpose of the PDT meetings will be to review project status to ensure that the contract objectives and milestones are being achieved. In addition, on-going communications with the City and agencies will continue through the design process.

Activities and Deliverables
CC Agreement No. 2021-24

ANIL VERMA ASSOCIATES, INC.
o As needed, attend regular meetings with RailPros and the City. o Deliverables: Comment on Meeting minutes and action items as prepared by RailPros.

Task Assumptions
o Assumed 1-2 design team coordination meetings (via Video Conferencing) o A maximum of 1-2 other various meetings is assumed which may be phone conferences o Participation will be via video or conference call and will be limited to the time and participation outlined in the fee estimate. If additional coordination or meetings become necessary, these can be added to the scope and fee with approval.

Task 1.1.6 – Project Familiarization / Data Collection and Review Critically review the most recent site plan and study in detail all available reports, maps, design survey, and utility information . Discuss with city staff, so critical information is carried forward.

Review plans against all Railroad requirements. Review Railroad as-built drawings. Review tract and parcel maps for right-of-way data. Confirm new feature locations and configurations. Provide cursory review of accessibility (ADA/CBC), drainage, utility, and right-of-way issues.

Conduct a field reconnaissance to assess existing conditions near the project site. The field review of the project site should focus on factors that could affect the project. Visit the site to observe and photograph existing conditions and neighborhood context. Compare existing conditions against existing as-built drawings provided by the City.

Activities and Deliverables
o Our team will proceed with concept level data collection activities including:
• Obtaining and reviewing as-built documents for the existing project facilities and all proximate facilities that interface or have the potential to interface with the project • Reviewing previous project documents
• Obtaining and documenting feedback from the City, Railroads, and stakeholder staff on the goals, objectives, challenges and issues of the project o Deliverables: Photo documentation and/or field notes of our site reconnaissance.

Task Assumptions
o It’s assumed that only 1 site visit is required for the concept level and participation will be limited.
o Conceptual review will include initial site visit and minimal basic document review.

Additional site visits, document collection and review, or field work may be necessary in future phases of the project to verify details during the preliminary en gineering and final design stages.

CC Agreement No. 2021-24

ANIL VERMA ASSOCIATES, INC.

Task 1.X – Initial Rough Order of Magnitude Estimate
Cost estimates will be completed at the conclusion of each phase. AVA will use capital cost estimating guidelines for the project in accordance with the applicable Association for the Advancement of Cost Engineering (AACE) guidelines that set forth the methodologies and procedures to be followed by all project participants preparing capital cost estimates. The estimates will include allowances for escalation and contingency.

Activities and Deliverables
o AVA’s estimate will provide a project estimate for items covered under AVA’s scope of work and that includes allowances for escalation and contingency. Cost estimate updates will be completed at the conclusion of each phase and provided to RailPros for incorporation into an overall project estimate.
o Deliverables: Pre-design cost estimate
Task Assumptions
o n/a

Task 1.11.1A / 1.13.1A – Preliminary Site Design and Aesthetic Concepts (5%) The ramp and plaza concept design will focus on the functionality of key elements and features and will not address design aesthetics or other architectural details.

Activities and Deliverables
o Determine pedestrian access type (undercrossing) and connection locations from platform to parking lot surface access.
o AVA will generate initial elevations base on the architectural styles provided in the specific plan. Initial elevations for the project to include the ramp, stair, and plaza design, and other major site features The initial elevations will be provided to the City of Camarillo and Railroads for review and approval.
o Gates and fencing enclosure to be proposed at the top of ramp/steps. Roll down gates at tunnel not anticipated.
o AVA will update the opinion of probable construction costs based upon the preliminary site design drawings. This will be incorporated into RailPros’ overall project estimate. o Deliverables:
• Concept Grade-separated Pedestrian Access (1-3 sheets) CC Agreement No. 2021-24

ANIL VERMA ASSOCIATES, INC.

Task Assumptions
o The team anticipates participation in a strategy session to understand the design objectives and opportunities. Familiarize the team with the project scope, goals, ideas, issues, facts, and needs. In concert with the team that may be required, determine the constraints, opportunities, general correspondi ng capacities or optimum level of development. Establish specific design criteria and preliminary construction budget. o The total sheets assumed for this submittal is outlined herein o Wall layout and structure configuration will be shown on civil drawings o SCRRA Design Procedures Manual Matrices #34 & 35 will generally guide what information will be included with each submittal per discipline. Some adjustments may be made. o Preliminary landscape and MEP plans for the project not anticipated until 65% submittal. o Architectural aesthetics, renderings, outreach and presentations are not included in this conceptual stage and are anticipated to take place in future stages under a separate scope of work.

Task 1.11.1 / 1.13.1 – ODCs
Activities and Deliverables
o The following ODC’s are included. Any other costs are assumed to be paid for by the City. • Travel
• Reproduction & Postage
o Deliverables: n/a
Task Assumptions
o Assumed the City will waive any City related permits

•
CC Agreement No. 2021-24
Summary Summary
Project Manager
Project Engineer
Project Controls
Lead
Project
Administration
Quality Assurance
Manager
Railroad
Coordinator
Sr. Utilities Lead
Utilities
Coordinator
Sr. Civil
Engineering
Manager
Civil Engineer
Civil Designer
Structural
Technical Advisor
Sr. Structural
Engineering
Manager
Structural Engineer
Structural CAD
Sr. Systems
Engineering
Manager
Sr. Systems
Designer
Signal Systems
Designer/CAD
Photogrametris
Two Person Crew
Project Assistant
Surveyor
Project Surveyor
Project Manager
Principal
Jim Keenan
(Project Manager)
Enrique Lopez
(Sr. Architect)
Bernard Liwanag
(Architect /
Graphics / Signage)
Hernando Angeles
(CAD Designer)
Warren Arata
(Sr. Landscape Arch
/ Irrigation Design)
Stephanie Kennedy
(Landscape
Architect)
Chris Rauch, PE
(Lead Plumbing /
Mechanical
Engineer)
Edgar Del Rosario
(Sr. Plumbing
Designer)
Ray Cruz, PE
(Lead Electrical
Engineer)
Greg Del Rosario
(Sr. Electrical /
Lighting Designer)
Martha Udrescu
(CAD Designer)
Dean Clevenger
(Senior Estimator)
$216.48 $219.63 $165.00 $99.54 $259.84 $216.53 $275.00 $208.21 $268.32 $201.03 $147.15 $275.00 $275.00 $165.90 $131.76 $283.74 $166.86 $125.82 $170.00 $315.00 $110.00 $170.00 $170.00 $200.00 $195.00 220 183 168 130 220 150 200 135 200 142 125 230 1 Concept and Final Design

1.1 General: Project Management, Meetings, Permits, Agreements & Coordination, Site Visit & Data Collection
191 46 19 60 22 2 6 26 13 4 19 32 7 447 92,582.95 16 4 20 4,252.00 $96,834.95

1.1.1 Project Management/Team Coordination/Project Controls 60 12 19 38 129 22,541.88 4 4 880.00 $23,421.88

1.1.2 Meetings - Stakeholder Meetings & PDT's 38 5 3 3 3 2 54 12,171.42 4 4 8 1,612.00 $13,783.42

1.1.3 Stakeholder Coordination, Permits, Agreements, Easements - Railroads (UP, SCRRA, Amtrak), VCTC, Caltrans, Utilities (Fiber, Gas, etc.)
40 7 7 2 6 2 2 6 7 79 17,468.68 $17,468.68

1.1.4 CPUC Formal Application 9 2 4 1 5 2 23 4,339.81 $4,339.81

1.1.5 Basis of Design Report 2 8 18 4 8 8 48 9,551.64 $9,551.64

1.1.6 Site Visit, Data Collection, Review Existing Info 16 8 10 12 8 12 66 15,187.94 8 8 1,760.00 $16,947.94

1.1.7 Public Outreach Communication Support/Exhibits 26 4 2 8 4 4 48 11,321.58 $11,321.58

1.2 General Sheets/Utilites/Civil Site/Drainage/H&H 33 80 85 198 37,444.71 $37,444.71

1.2.1 Initial Concept Layout and Estimate 15 35 40 90 16,946.85 $16,946.85

1.2.2 15% Concept Plan and Estimate Update 18 45 45 108 20,497.86 $20,497.86

1.3 Structures & Phasing 6 39 85 165 295 48,216.90 $48,216.90

1.3.1 Initial Concept Layout and Estimate 4 24 60 130 218 34,782.80 $34,782.80

1.3.2 15% Concept Plan and Estimate Update 2 15 25 35 77 13,434.10 $13,434.10

1.5 Fiber (*Optional Based on Fiber Utility Approval) 10 15 20 45 7,856.70 $7,856.70

1.5.1 15% Concept Plan and Estimate Update 10 15 20 45 7,856.70 $7,856.70

1.6 Submittal Requirements Docs and Comment Resolution 16 24 16 5 61 11,626.64 $11,626.64

1.6.1 Initial Concept Layout and Estimate 8 12 8 2 30 5,683.40 $5,683.40

1.6.2 15% Concept Plan and Estimate Update 8 12 8 3 31 5,943.24 $5,943.24

1.8 Surveying and ROW 30 110 10 90 49 45 8 342 75,040.00 $75,040.00

1.8.1 Surveying and ROW 30 110 10 90 49 45 8 342 75,040.00 $75,040.00

1.11 Architecture / Station Aesthetics, Signage 2 4 30 2 38 6,672.00 $6,672.00

1.11.1 Initial Concept Layout and Estimate 2 4 30 2 38 6,672.00 $6,672.00 Total Staff Hours 207 70 19 76 5 22 2 6 59 80 98 10 58 85 165 42 22 20 30 110 10 90 49 45 8 18 8 30 2 Total Staff Costs $44,811.36 $15,374.10 $3,135.00 $7,565.04 $1,299.20 $4,763.66 $550.00 $1,249.26 $15,830.88 $16,082.40 $14,420.70 $2,750.00 $15,950.00 $14,101.50 $21,740.40 $11,917.08 $3,670.92 $2,516.40 $5,100.00 $34,650.00 $1,100.00 $15,300.00 $8,330.00 $9,000.00 $1,560.00 $3,960.00 $1,464.00 $5,040.00 $460.00 ODC's 10,500.00 ODC's 7,760.00 ODC's $75.00
Total 208,227.90 Total 82,800.00 Total $10,999.00
GRAND TOTAL (Not to Exceed):
$302,026.90
$283,691.9058 Hours 10,924.001046
Hours 197,727.90 342
Hours 75,040.00
RailPros Staff Summary Psomas Staff Summary AVA Staff Summary Task Descriptions
$283,691.90
Subconsultant Total
Hours
Subconsultant Total
Cost
Total Team Costs
Subconsultant Total
Cost
Total Team Costs
RailPros Total Hours
RailPros Total Task
Cost
Subconsultant Total
Hours
RailPros, Inc. - Estimate
City of Camarillo
ST-14-05 Metrolink Undercrossing
RailPros, Inc. Psomas Anil Verma Associates, Inc.

Last Updated: 2/25/2021 Page 1 of 1 RailPros, Inc.

CC Agreement No. 2021-24

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 Robert Williams.

2. Total compensation under this Agreement, including reimbursement for actual expenses, may not exceed: $302,026.90.

KEY PERSONNEL:

Name Title/Position
Robert Williams Project Manager
Danielle Libring Project Engineer

SUBCONSULTANTS:

Name
Psomas
Anil Verma Associates, Inc.

FEE SCHEDULE – See Attached
CC Agreement No. 2021-24

1 15265 Alton Parkway, Suite 140 P: (714) 734 - 8765 F: (714) 734 - 8755 Irvine, CA 92618 www.railpros.com
PHASE 1 RATE SHEET
Position Rate
Project Manager $ 216.48
Project Engineer $ 219.63
Project Controls Lead $ 165.00
Project Administration $ 99.54
Quality Assurance Manager $ 259.84
Railroad Coordinator $ 216.53
Sr. Utilities Lead $ 275.00
Utilities Coordinator $ 208.21
Sr. Civil Engineering Manager $ 268.32
Civil Engineer $ 201.03
Civil Designer $ 147.15
Structural Technical Advisor $ 275.00
Sr. Structural Engineering Manager $ 275.00
Structural Engineer $ 165.90
Structural CAD $ 131.76
Sr. Systems Engineering Manager $ 283.74
Sr. Systems Engineer/Support $ 249.00
Sr. Systems Designer $ 166.86
Signal Systems Designer/CAD $ 125.82

EXHIBIT B
CC Agreement No. 2021-24

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 $5,000,000 / $10,000,000 aggregate* Business Automobile Liability $2,000,000
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.

The following persons or entities must also be named as additional insureds:
• Union Pacific Railroad Co
• Ventura County Transportation Commission (VCTC)
• Los Angeles – San Diego – San Luis Obispo Rail Corridor Agency (LOSSAN)

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.

CC Agreement No. 2021-24

Form Approved January 2018 C-2

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 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 this 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 appr oved 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 CC Agreement No. 2021-24

Form Approved January 2018 C-3

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.

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. 2021-24