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Attachment 1 - Professional Service Agreement 2026-2 with Berry, Dunn, McNeil and Parker

Camarillo City Council
February 11, 2026

Document
Attachment 1 - Professional Service Agreement 2026-2 with Berry, Dunn, McNeil and Parker
Meeting
February 11, 2026
Body
Camarillo City Council
Original file
1.3 MB
Text extracted from the city's file for reading and search. Open the original on camarillo.primegov.com. That file is the official record.

CC Agreement No. 2026-2

CITY OF CAMARILLO

PROFESSIONAL SERVICES AGREEMENT
With
Berry, Dunn, McNeil & Parker LLC
Doc ID: 2d7a2875c0d021a20eb3e67402ab7d928c95d925
Form Approved April 2021 i CC Agreement No. 2026-2

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. ............................................................................................. 1 0

Exhibit A – Scope Of Services .................................................................................................. A-1 Exhibit B – Key Personnel & Compensation ............................................................................ B-1 Exhibit C – Insurance ................................................................................................................ C-1 Doc ID: 2d7a2875c0d021a20eb3e67402ab7d928c95d925
Form Approved April 2021 1 CC Agreement No. 2026-2

PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT (“Agree ment”) is effective as of January 12, 2026 (“Effective Date”), and is between the City of Camarillo, a California municipal corporation and general law city (“City”) and Berry, Dunn, McNeil & Parker, LLC (“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 subconsultants, 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 subconsultants to perform any services under this Agreement. This written approval must include the identity of the subconsultant 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.

Doc ID: 2d7a2875c0d021a20eb3e67402ab7d928c95d925
Form Approved April 2021 2 CC Agreement No. 2026-2

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. 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 the amounts 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 charges by the following categories: labor (by subcategory), reimbursable costs, Doc ID: 2d7a2875c0d021a20eb3e67402ab7d928c95d925
Form Approved April 2021 3 CC Agreement No. 2026-2

subconsultant 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.

Doc ID: 2d7a2875c0d021a20eb3e67402ab7d928c95d925
Form Approved April 2021 4 CC Agreement No. 2026-2

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 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 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 Doc ID: 2d7a2875c0d021a20eb3e67402ab7d928c95d925
Form Approved April 2021 5 CC Agreement No. 2026-2

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.

Doc ID: 2d7a2875c0d021a20eb3e67402ab7d928c95d925
Form Approved April 2021 6 CC Agreement No. 2026-2

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 In 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-maki ng 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.

Doc ID: 2d7a2875c0d021a20eb3e67402ab7d928c95d925
Form Approved April 2021 7 CC Agreement No. 2026-2

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 th is 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, Consul tant 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 O perations 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 ad ditional 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 (Insur ance), 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 Doc ID: 2d7a2875c0d021a20eb3e67402ab7d928c95d925
Form Approved April 2021 9 CC Agreement No. 2026-2

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
Camarillo, California 93011

Attention: Mitchell Cameron, CIO

Tel. (805) 383-5432
Fax (805) 388-5318
e-mail [email protected]
To Consultant:

Berry, Dunn, McNeil & Parker, LLC
2211 Congress Street
Portland, ME 04102

Attention: Kevin Price, Principal

Tel. (207) 541-2379
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 ma iled, 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.

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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 electronic transmission. Such electronic 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 any 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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Form Approved April 2021 11 CC Agreement No. 2026-2

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

CITY OF CAMARILLO

_________________________________
Greg Ramirez, City Manager

ATTEST:

_________________________________
City Clerk

CONSULTANT:

Berry, Dunn, McNeil & Parker, LLC

By_________________________________
Name: Kevin Price
Title: Principal

Camarillo Business Tax Certificated No. 049601 / Expiration Date 8/31/2026

Doc ID: 2d7a2875c0d021a20eb3e67402ab7d928c95d925
Form Approved January 2018 A-1

EXHIBIT A

SCOPE OF SERVICES
[Attached]
Doc ID: 2d7a2875c0d021a20eb3e67402ab7d928c95d925

BerryDunn is the brand name under which Berry, Dunn, McNeil & Parker, LLC and BDMP Assurance, LLP, independently owned entities, provide services. Berry, Dunn, McNeil & Parker, LLC provides tax, advisory, and consulting services. BDMP Assurance, LLP, a licensed CPA firm, provides attest services.

December 12, 2025
City of Camarillo
Attn: Mitchell Cameron
601 Carmen Drive
Camarillo, CA 93010
Dear Mitchell Cameron:

On behalf of Berry, Dunn, McNeil & Parker, LLC ("BerryDunn," "we," "our"), we are pleased to submit this letter to City of Camarillo (the City) as it plans to implement NEXGEN as the City’s new enterprise asset management (EAM) solution. We consider it a privilege to serve the City and would welcome the opportunity to expand our relationship by way of this initiative.

Below and on the following pages, we provide our experience with similar projects, our proven yet flexible approach to providing the City’s desired services, and an outline of the fees associated with a project of this nature. We would be happy to discuss the contents of this proposal or provide additional information to the City upon request.

We value the City’s openness and flexibility to discussing our proposed services. No matter how many clients we assist, we always take care to provide an experience tailored to the nuanced needs and resources of each client. We welcome the opportunity to continue our relationship with the City by providing the services described herein. Should you have any questions, or if you would like to discuss this letter, please feel free to contact us directly.

Sincerely,

Kevin Price, PMP
®, Prosci® CCP, Principal
Berry, Dunn, McNeil & Parker, LLC
2211 Congress Street, Portland, ME 04102
207.541.2379 | [email protected]

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City of Camarillo
Implementation Project Management
December 12, 2025 | Page 2

Introducing Our Team
At BerryDunn, we believe in the synergy that accompanies a team approach. That said, we have carefully assembled a project team with unique and specialized qualifications. These project team members will remain committed, available, and assigned to perform the proposed work effort.

Figure 1 depicts the organizational structure of our project team, followed by a listing of project staff.

Figure 1: Project Team Organizational Structure

Roles, Responsibilities, and Qualifications
On the following pages, we list our project team members’ experience, qualifications, and expertise as they relate to projects of this nature and work with comparable local government clients. Our project team members’ full resumes can be found in Appendix A for further review.

Kevin Price, MPP, PMP
®, Prosci® CCP | Project Principal
Kevin is a principal in BerryDunn’s Local Government Practice Group. He leads our Community Development and Utility Operations Practice, assisting local government clients with business process improvement, fee analysis, system selection, and implementation projects. A certified Project Management Professional ® (PMP®), Kevin
has extensive experience in assessing the business needs and processes of municipal clients for asset management, permitting, inspections, planning, code enforcement, and land management functions. Kevin is also a Lean Six Sigma Green Belt, allowing him to continuously define, measure, analyze, improve, and control projects and environments for his clients.

Kevin has supported many of BerryDunn’s California-based clients, including the City itself and the Cities of Irvine, Long Beach, and Santa Monica, and the Counties of Kern, Santa Clara, and Sonoma. He regularly leads implementation initiatives, including those for the Cities of Irvine and Long Beach, California; City of Scottsdale, Arizona; and Clark County, Washington, among many others.

As project principal, Kevin will:
 Have overall responsibility for the services we have proposed to the City  Help ensure the commitment of our firm and appropriate resource allocation  Review and approve all deliverables in accordance with BerryDunn’s quality assurance processes Doc ID: 2d7a2875c0d021a20eb3e67402ab7d928c95d925
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Implementation Project Management
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Austin Nichols, MBA | Engagement Manager
Austin is a manager in BerryDunn’s Local Government Practice Group. He specializes in leading software assessment, system replacement, and business process improvement projects for public works and planning and permitting functions. He has experience leading these projects as both a consultant and a former municipal leader.

His approach is rooted in understanding stakeholder requirements, setting goals with measurable outcomes, managing project risks and issues, and providing transparent communication throughout the project life cycle. His experience includes successfully managing the implementation of large- scale software projects, developing a mobile app to connect citizens to city services, and le ading a Work Smarter initiative to reduce costs and increase the efficiency of utility and public works departments.

As a consultant, Austin has supported BerryDunn’s software needs assessment and implementation project management work for the City of Irvine, California; City of Vancouver, Washington; City of Denton, Texas; Thurston County, Washington; and Jefferson Parish, Louisiana, among others. He is also serving as project manager on a systems-focused improvement engagement for Kern County, California.

As engagement manager, Austin will:
 Work with the project manager to monitor the project’s progress  Track the initiation and completion of tasks and milestones  Oversee the work of our project team
Joseph Bergeon, CAPM® | Project Manager
Joseph Bergeon is a senior consultant in BerryDunn’s Local Government Practice Group and regularly supports our Community Development and Utility Operations Practice. He brings experience in government and community engagement at the local and federal levels. He is focused on operational management, business process improvement, and analytical review for government institutions in the education, legislative, and community governance fields. He is a skilled project manager, leveraging his CAPM ®
certification to keep projects on track and on budget while maintaining strong communication and working relationships with client teams.

In addition to working closely with the City itself, Joseph has led or supported several relevant software projects, including those for the Cities of Arlington and Denton, Texas; City of Detroit, Michigan; Herriman City, Utah; Jefferson Parish, Louisiana; and Williamson County, Texas.

As project manager, Joseph will:
 Act as the primary liaison with the City
 Be responsible for maintaining a constructive and clear line of communication between the City's staff and BerryDunn
 Monitor project progress and track the initiation and completion of tasks and milestones Andrea Brinkley, MPA, PMP
® | Subject Matter Expert
Andrea is a senior consultant in BerryDunn’s Local Government Practice Group. She has 24 years of municipal government experience with prior public-sector roles ranging from capital improvement program director to assistant director of capital projects and assistant director of public works. She has extensive experience of operations and Doc ID: 2d7a2875c0d021a20eb3e67402ab7d928c95d925
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Implementation Project Management
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service delivery, and capital improvement project management and delivery capital improvement budgets, staff training, analysis of service delivery, operational assessment, engagement with communities. She has worked with utilities, public works, and finance department teams to review operations plans, maintenance operations, formulate project-related costs, conduct forecasting, and assist with programming and planning for debt issuances and new source funding. Both in the public sector and as a consultant, her leadership approach is collaborative and participatory.

Andrea has worked with our proposed team members to support relevant system selection and implementation projects for the City of Irvine, California, and Thurston County, Washington. She has also supported our recent work with the City itself.

As subject matter expert, Andrea will:
 Leverage her firsthand public sector experience and understanding of current industry trends and best practices to support implementation considerations Additional Support │The BerryDunn Network
BerryDunn’s Consulting Services Team includes more than 400 consultants, including more than 90 Local Government Practice Group consultants who specialize in supporting public-sector clients. As needed, our project team will draw on the support of our vast pool of business analysts and subject matter experts. These consultants will provide in-depth knowledge of various aspects of local government and support the project team with efforts related to fact-finding, research, and deliverable development.

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Implementation Project Management
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Implementation Assistance Experience
BerryDunn has conducted more than 200 system-related projects, and we have been involved in all stages of the system life cycle. This involvement includes requirements and request for proposal (RFP) development, vendor and/or system integrator selection, the contract negotiations and approval proces s, and implementation support activities. In Table 1, below, we list those systems consulting clients for whom we provided comparable implementation services—whether in a project management, oversight, quality assurance, or independent verification and validation (IV&V) capacity. We have served a wide variety of organizations on similar engagements, as seen below.

Table 1: Local Government Implementation Support Experience Adams County, CO
Carver County, MN
Chicago Metropolitan
Agency for Planning, IL
Clark County, WA
Coachella Valley
Association of
Governments, CA
Coconino County, AZ
City of Alameda, CA
City of Amarillo, TX
City of Aurora, CO
City of Avondale, AZ
City of Beaverton, OR
City of Bismarck, ND
City of Bloomington, MN
City of Boca Raton, FL
City of Boulder, CO
City of Broken Arrow,
OK
City of Burlington, VT
City of Carrollton, TX
City of Chaska, MN
City of Cleveland, OH
City of College Station,
TX
City of Coral Springs,
FL
City of Corona, CA
City of Duncanville, TX
City of Detroit, MI
City of Dover, DE
City of Edina, MN
City of Fargo, ND
City of Farmers Branch,
TX
City of Fountain Valley,
CA
City of Frisco, TX
City of Gahanna, OH
City of Glendale, AZ
City of Grand Prairie,
TX
City of Grants Pass, OR
City of Helena, MT
City of Independence,
MO
City of Irvine, CA
City of Irving, TX
City of Kirkwood, MO
City of Lawrence, KS
City of Long Beach, CA
City of Manassas, VA
City of Mercer Island,
WA
City of Mesquite, TX
City of Midland, TX
City of Milpitas, CA
City of Minot, ND
City of Ormond Beach,
FL
City of Oxnard, CA
City of Pearland, TX
City of Philadelphia, PA
City of Prior Lake, MN
City of Puyallup, WA
City of Rapid City, SD
City of Redding, CA
City of Richland, WA
City of San Leonardo,
CA
City of Shoreline, WA
City of Simi Valley, CA
City of Snoqualmie, WA
City of South Jordan,
UT
City of Spokane Valley,
WA
City of Sugar Land, TX
City of Surprise, AZ
City of Tampa, FL
City of Tucson, AZ
City of Waynesboro, VA
City of Weatherford, TX
City of Wilmington, NC
Clark County, WA
Coachella Valley
Association of
Governments, CA
Coachella Valley Water
City, CA

Goochland County, VA
Guilford County, NC
Hamilton County, IN
Louisville Jefferson
County Metropolitan
Government, KY
Metro Nashville
Davidson County, TN
Minnehaha County, SD
Mobile County Health
Department, AL
Monroe County, FL
Montgomery County, PA
Outagamie County, WI
Peoria County, IL
Person County, NC
Pitkin County, CO
Saginaw County, MI
Scott County, IA
Sussex County, DE
Syracuse City School
City, NY
Tri-County Health
Department, CO
Village of Oak Park, IL
Washington County, MN
Washtenaw County, MI
Waukesha County, WI
Yamhill County, OR
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Proposed Work Plan
BerryDunn strives to be flexible when it comes to the development and execution of an effective work plan.

We understand that no two projects are exactly alike and believe that one of the primary reasons for our success with similar projects is our willingness to be flexible in adapting to our clients’ unique needs.

The overarching benefits of our approach the City can expect include:
 A methodology based on our extensive experience conducting similar projects  A focus on supporting the City’s implementation at the desired level of involvement with significant resource commitments from our team, as appropriate
 Quality assurance processes that incorporate the City’s review and approval of all deliverables and key milestones
 Built-in project management and change management best practices—focused on keeping the project on time, on budget, and progressing at a healthy pace  Thorough business process improvement activities
 A focus on taking full advantage of the newest technology and harnessing efficiencies by reviewing business practices or implementing technology to enhance existing business processes performed by individual departments and those performed across the City Below and on the following pages, we present our planned approach for serving as the City’s Project Manager for the upcoming NEXGEN system implementation project. In addition to the activities identified below, we will fulfill the responsibilities identified in the NEXGEN statement of work ( SOW) that are identified as the responsibility of the City Project Manager. To fulfill our role as the City’s Project Manager, BerryDunn will access and utilize NEXGEN (e.g., Zoho) and City (e.g., Monday.com) project management tools.

Additionally, to be most effective and efficient with project coordination activities, we request that our Project Manager is provided with a City email account and the ability to view staff calendars.

Project Management
No Key Implementation Activity Lead Assist
1 Reviewing the Project Plan and Schedule in conjunction with other (project management team) PMT members ✓
2 Managing the project scope, deliverables, and timeline with assistance from other PMT members ✓
3 Helping to ensure that the project team stays focused, tasks are completed on schedule, and that the project stays on track ✓ 4 Coordinating project tasks with assistance from other PMT members ✓ 5 Functioning as the main point of contact for NEXGEN’s project manager, participating in daily project activities (when applicable), and tracking project tasks
✓
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Project Management
No Key Implementation Activity Lead Assist
6 Facilitating an implementation kick-off meeting ✓
7 Holding monthly meetings with the City’s Steering Committee to update project status and budget status, and to research a verdict on any escalated process decisions that need to be made
✓
8 Reviewing the project budget, including change orders, and NEXGEN’s contract compliance ✓
9 Assigning and monitoring completion status of action items to City staff to complete required implementation activities ✓ 10 Facilitating City staff’s development of workflow processes for each department ✓
11 Review planned system workflows and make recommendations to help align with industry best practices ✓
12 Facilitating the data conversion process with the NEXGEN and City staff ✓
13 Facilitating the development of software interfaces/integrations with NEXGEN and City staff ✓
14 Working with NEXGEN and City staff and helping to ensure NEXGEN accountability by:
• Identifying any opportunities to leverage technical
enhancements to improve the products and services
delivered to the City
• Facilitating the gathering and sharing of any technical information requested by NEXGEN
✓
15 Work with the NEXGEN and City IT staff to identify and deploy hardware and mobile devices required for successful user adoption. ✓ 16 Providing risk management, including the following:
• Identifying project risks
• Developing mitigation strategies
• Communicating project risks to City and NEXGEN staff
• Assigning key activities to mitigate or resolve project risks ✓
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Project Management
No Key Implementation Activity Lead Assist
17 Providing weekly tracking of the following:
• Reporting of project risks and issues
• Recently completed tasks and upcoming project activities ✓
18 Providing change management oversight, including the development and maintenance of a Change Management Plan that may include the following:
• Target State Definition
• Change Structure and Governance Approach
• Change Impact Assessment
• Stakeholder (or User) Analysis
• Communication Plan
• Behavior Change Plan
✓
19 Managing the user acceptance training (UAT) process, including:
• Reviewing NEXGEN’s test plan and any applicable test
scripts
• Providing on-site assessment of testing activities
• Providing recommendations for modifications to the testing plan to increase the likelihood of success
• Directing City staff in the development of tailored test scripts • Managing logistics related to scheduling UAT activities • Providing analysis of test results
• Overseeing regression testing and required configuration changes
✓
20 Facilitating oversight of NEXGEN training activities, including:
• Reviewing NEXGEN’s training plan and training materials • Overseeing NEXGEN training activities
• Providing recommendations for modifications to the training delivery
• Providing feedback on NEXGEN’s training documentation ✓
21 Providing go-live support ✓
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Implementation Project Management
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Anticipated City Involvement
With BerryDunn providing implementation project management, our expectation for the City’s involvement is as follows:
 Strategic Collaboration: Partnering closely with BerryDunn and NEXGEN to define project goals, milestones, and overall implementation strategies to help ensure alignment with the City’s objectives.  Subject Matter Expertise: Providing valuable insights into current processes, challenges, and opportunities for improvement, ensuring that the new system addresses both existing needs and future scalability.
 Resource Allocation: Committing the necessary staff and resources to participate in implementation activities, including requirements gathering, testing, training, and change management.
 Project Engagement: Engaging in regular project sessions, offering feedback, and assisting in the development of system specifications, business rules, and workflows.  Data Management: Supporting data extraction, validation, and migration efforts to help ensure accurate transfer and integrity of critical information into NEXGEN.  Testing and Quality Assurance: Participating in system testing, such as UAT, to identify and address technical bugs or functionality gaps.

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Appendix A. Resumes
Kevin Price | MPP, PMP ®, Prosci ® CCP
Principal | Berry, Dunn, McNeil & Parker, LLC

EDUCATION, CERTIFICATIONS, AND MEMBERSHIPS
 Master’s degree, Public Policy and Management, Concentration in Financial Management, University of Southern Maine
 Bachelor’s degree, Economics and Political Science, University of Maine  Project Management Professional® (PMP®), Project Management Institute®  Prosci® Certified Change Practitioner
 Lean Six Sigma Green Belt Certified
 City of Westbrook, ME Planning Board, 2023 to present  City of Westbrook, ME Sewer Commission – Member, 2021 to present

Kevin Price is a principal in BerryDunn’s Local Government Practice Group and leader of the Community Development and Utility Operations Practice. In this role, he assists local government clients with business process improvement, strategic and comprehensive planning, fee analysis, system selection, and implementation projects. A certified Project Management Professional ® (PMP®), he has extensive
experience assessing the business needs and processes of municipal clients for permitting, inspections, planning, code enforcement, and land management functions. Kevin is also a Lean Six Sigma Green Belt, allowing him to continuously define, measure, analyze, improve, and control projects and environments.

EXPERIENCE
Project Management: Kevin has managed large projects for some of BerryDunn’s most complex local government clients. He is adept at keeping projects on track and on schedule while meeting the dynamic and sometimes evolving needs of clients. He has supported many of BerryDunn’s California based clients, including the Cities of Camarillo, Irvine, Long Beach, Pasadena, San José, and Santa Monica.

System Selection and Implementation: Kevin has assisted BerryDunn clients with every stage of system replacement and implementation projects, from needs assessment to requirements definition, RFP development, proposal evaluation, facilitation of vendor demonstrations, contract negotiation, and implementation project management. He is currently serving as principal on implementations for the City of Long Beach, California; Jefferson Parish, Louisianna; and Williamson County, Texas.

Process Analysis and Improvement: Kevin has assisted BerryDunn clients with process improvement projects as part of system replacement projects and as standalone projects. Kevin has previously led the process improvement projects with the Cities of Rockville, Maryland; Scottsdale, Arizona; Philadelphia, Pennsylvania; and Frisco, Texas. He also led the mapping of Community Development and Utility Operations processes for the City of Richland, Washington.

CLIENT LIST
City of Irvine, CA
City of Long Beach, CA
City of Scottsdale, AZ
Jefferson Parish, LA
Clark County, WA
Kern County, CA

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Austin Nichols | MBA
Manager | Berry, Dunn, McNeil & Parker, LLC

EDUCATION, CERTIFICATIONS, AND MEMBERSHIPS
 MBA, University of Texas Arlington
 Bachelor’s degree, Texas Tech University

Austin Nichols is a manager in our Local Government Practice Group. Having led multiple software system replacement projects, Austin excels by developing action plans through understanding stakeholder requirements, setting goals with measurable outcomes, managing project risks and issues, and providing transparent communication throughout the life cycle of the effort. He has successfully managed the implementation of large-scale projects, including enterprise resource planning (ERP) and computer-aided dispatch (CAD)/record management systems (RMS), developed a mobile app to connect citizens to city services, and led a Work Smarter initiative to reduce cost and increase the efficiency of utility and public works departments.

EXPERIENCE
Project Management: Austin managed the implementation of an ERP software project including finance, human resources, and utility billing modules as well as a CAD/RMS software project to modernize the operational processes of the City of Weatherford, Texas Police and Fire Departments. Having analyzed business processes across multiple functional departments to help ensure maximum effectiveness of operations, he recommended solutions to executive leaders by prioritizing technical and functional requirements of City departments. He has experience coordinating training operations for 400+ employees.

Process Improvement: Austin leads many of our process improvement projects. He conducts as-is and to-be process diagramming in order to thoroughly understand a system’s current state and to identify future features and processes that will best support the end users. This objective analysis helps stakeholders identify and prioritizes upgrades and improvements.

Leadership: Austin leverages his ability to set goals, formulate effective action plans, and translate executive directives to line-level employees in his managing multimillion-dollar project and departmental budgets. He is adept at interdepartmental coordination and communication and managing effective change.

GIS Analysis: Austin served as a project manager of geographical information systems (GIS) project implementation, which included asset management software, electric utility modeling, and customer relationship management software. In addition, he collected, analyzed, and forecasted capital asset cost data for the preparation of utility and public works budgets. Austin leveraged ArcGIS Server to create and publish maps for web mapping applications, and he administered various GIS-centric software platforms across all departments.

PUBLICATIONS
“Let’s Get There! Asset Management to Change Management,” Texas APWA Annual Conference 2025.

CLIENT LIST
City of Arlington, TX
City of Denton, TX
City of Irvine, CA
City of Norwalk, CT
City of Stillwater, OK
Jefferson Parish, LA
Kern County, CA
Thurston County, WA
Williamson County, TX

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Joseph Bergeon | CAPM ®
Senior Consultant | Berry, Dunn, McNeil & Parker, LLC

EDUCATION, CERTIFICATIONS, AND MEMBERSHIPS
BS, Global Business and Economics, Salve Regina University Certified Associate in Project Management® (CAPM®), Project Management Institute®

Joseph Bergeon is a senior consultant in BerryDunn’s Local Government Practice Group. He regularly supports our Technology Management and Community Development and Utility Operations practices. He brings experience in government and community engagement at the local and federal levels. Joseph is focused on operational management, business process improvement, and analytical review for government institutions in the education, legislative, and community governance fields.

EXPERIENCE
System Selection: Joseph has assisted BerryDunn clients with every stage of system selection projects, from needs assessment to requirements definition, RFP development, proposal evaluation, facilitation of vendor demonstrations, and preferred vendor identification. Most recently, he has assisted the City of Arlington, Texas, the City of Denton, Texas, and the City of Norwalk, Connecticut, with the selection of new permitting systems.

System Implementation and Post-Implementation Oversight: Joseph has assisted BerryDunn clients with system implementation and post-implementation activities. He supports go-live readiness assessments and post- go-live process reviews. Most recently, he has assisted the City of Detroit, Michigan, the City of Lawr ence, Kansas, and Pitkin County, Colorado, with implementation and post-implementation activities for permitting, enterprise resource planning, and human resources information systems.

Asset Management: Joseph has supported BerryDunn clients including Jefferson Parish, Louisiana; Williamson County, Texas; the City of Camarillo, California; and the City of Vancouver, Washington in asset management system projects by facilitating comprehensive discovery sessions with stakeholders to understand operational needs and pain points. He has conducted field observations to document current asset tracking and maintenance workflows, helping ensure a thorough understanding of real-world practices. Joseph has led the development of detailed system requirements tailored to client-specific asset management goals, including inventory control, lifecycle tracking, and maintenance scheduling. He has also played a key role in vendor evaluation activities, including vendor outreach, scoring, and contract negotiations, helping clients identify solutions that align with their strategic objectives and operational requirements.

CLIENT LIST
City of Arlington, TX
City of Bridgeport, CT
City of Camarillo, CA
City of Danville, CT
City of Denton, TX
City of Detroit, MI
City of Fort Worth, TX
City of Jacksonville, NC
City of Lawrence, KS
City of Midland, TX
City of Norwalk, CT
City of Vancouver, WA
Jefferson Parish, LA
Kern County, CA
Pitkin County, CO
Scott County, IA
Town of Parker, CO
Town of Prescott Valley, AZ
Tualatin Hills Park and Recreation
District, OR
Williamson County, TX

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Implementation Project Management
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Andrea Brinkley | MPA, PMP ®
Senior Consultant | Berry, Dunn, McNeil & Parker, LLC

EDUCATION, CERTIFICATIONS, AND
AWARDS
Master of Public Administration, Western Michigan
University
BA, Geography, Calvin University
Project Management Professional® (PMP®)
Citation for Exemplary Service to Public Works,
APWA Texas, 2022

AFFILIATIONS AND MEMBERSHIPS
American Public Works Association (APWA),
Texas Chapter
American Water Works Association
Project Management Institute® (PMI®), Austin
Chapter, 2007 to present
International City Management Association,
Member, 2014

Andrea Brinkley is a senior consultant in BerryDunn’s Local Government Practice Group. She has 24 years of municipal government experience that includes leadership roles in capital improvement program execution, public works, and public utilities. She has extensive experience in operational and capital improvement budgets, training, project management, analysis of service delivery, operational assessment, engagement with local government communities, and leading a diverse staff with a collaborative and participatory approach.

EXPERIENCE
Capital Program Management: Prior to joining BerryDunn, Andrea served as director of the City of Pflugerville, Texas’ capital improvement program. In this role, she had oversight of a $1.4 billion, five-year capital improvement program (CIP), expanded functional operations, and coordinated new and existing funding with state and federal entities. Andrea’s experience also includes building and leading a new capital improvement division for the City of Baytown, Texas, where she established all operations policies and procedures; selected a new CIP software; implemented and oversaw a five-year, $250 million CIP for utilities, transportation, drainage, facilities, and parks; provided transparency and project cost clarity; and obtained new local, state, and feder al funding.

Public Works Organizational Development: Andrea specializes in supporting public works agencies as they assess and optimize organizational and operational functions. She has served as project manager on public works department organizational assessment and improvement initiatives for the City of Cedar Park, Texas, and the City of Westfield, Massachusetts, and she is assisting the City of Camarillo, California, in selecting a new enterprise asset management (EAM) system. Andrea has a thorough, detail-oriented approach and develops bottom-up recommendations through site visits, field ride-a-longs, tailgate meetings and other outreach that meets staff where they are. She applies industry best practices in alignment with the APWA and AWWA.

PUBLICATIONS AND PRESENTATIONS
“Let’s Get There! Asset Management to Change Management,” Texas APWA Annual Conference, 2025

CLIENT LIST
City of Camarillo, CA
City of Cedar Park, TX
City of Irvine, CA
City of La Crosse, WI
City of Vancouver, WA
City of Westfield, MA
Santa Clara County, TX
Thurston County, WA
Williamson County, TX

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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 Kevin Price.

2. Total compensation under this Agreement, including reimbursement for actual expenses, may not exceed: $564,400.

FEE SCHEDULE
(Complete or attached Separate Schedule)
KEY PERSONNEL:

Name Title/Position Rate (Per Hour)
Kevin Price Project Principal
Austin Nichols Engagement Manager
Joseph Bergeon Project Manager
Andrea Brinkley Subject Matter Expert

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Proposed Fees
In Table 2, below, we present the estimated fees associated with our work plan as it relates to providing implementation project management services. We are proposing a blended hourly rate of $2 60 valid through June 2027. We are happy to discuss any potential adjustments to the implementation project management services based on the City’s needs. We have assumed a 14-month implementation with one month of pre- work and two months of post-live support for a total of 17 months.

Table 2: BerryDunn’s Anticipated Hours and Fees
Implementation Project Management
Phase Duration
(months)
Hours
(per month) Total Hours Total Cost
Project Management 17 120 $2,040 $530,400
Duration
(months) Total Trips Total Cost
(per trip)* Total Travel Cost
Estimated Travel
Expenses 17 17 $2,000 $34,000
Grand Total $564,400
*Travel expense estimates assume one trip per month.

We will submit monthly invoices based on the actual hours expended that month. Actual expenses incurred in the month will also be included in each invoice. BerryDunn does not charge an hourly rate for time spent in connection with traveling.

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Form Approved April 2021 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
Commercial General Liability $1,000,000 / $2,000,000 (occurrence/aggregate) Business Automobile Liability $1,000,000 combined single Workers’ Compensation Statutory Requirements
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 Insuranc e 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 cros s-liability exclusion for claims or suits by one insured against another. The insurance must include a waiver of subrogation applicable to the insurance or self-insurance, a primary and non-contributory endorsement, and an additional insured endorsement, all in favor of the City of Camarillo, its officers, employees and agents, and volunteers; blanket endorsements are acceptable. Any endorsement restricting standard ISO “insured contract” language will not be accepted.

4. Business Automobile Insurance. The business automobile insurance coverage must be at least as broad as ISO Business Auto Coverage form CA 00 01, covering bodily injury and property damage for all activities of the 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 a waiver of subrogation applicable to the insurance or self-insurance, and a primary and non-contributory endorsement, and an additional insured endorsement, all in favor of the City of Camarillo, its officers, employees and agents, and volunteers; blanket endorsements are acceptable.

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 Doc ID: 2d7a2875c0d021a20eb3e67402ab7d928c95d925
Form Approved April 2021 C-2
endorsement in favor of the City of Camarillo, its officers, employees, agents, and volunteers; a blanket endorsement is acceptable.

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 c overage 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 ins ureds 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. Consultant’s Limitations and Endorsements. The Consultant’s insurance policies must not include any endorsements or provisions that limit cov erage for the following risks:
products and completed operations and contractual liability. These cov erages must be specifically included without any exclusions, modifications, or restrictions that would limit the scope of protection otherwise afforded by the basic policies. Any endors ement or exclusion that reduces or eliminates coverage for the above-listed risks is unacceptable.

9. 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 ins urance policy have a deductible, self- insured retention or other similar policy prov ision 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 s uch deductibles or self-insured retentions with respect to the City’s additional insureds or Consultant will procure a bond guaranteeing payment of any los ses, damages, expenses, costs or settlements up to the amount of such deductibles or self-insured retentions.

10. Certificates of Insurance and Endorsements; Notice of Termination or Changes to Policies. Prior to commencing any serv ices under this Agreement, Consultant must file with the City certificates of insurance and endorsements evidenc ing the existence of all insurance required by this Agreement, along with s uch other evidence of ins urance 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 c ounsel.

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 c hange in the policy, or termination or cancellation of the required cov erage, will be effective except upon 30 days’ prior written notice to City by certified mail, return receipt requested (except for nonpayment for which a Doc ID: 2d7a2875c0d021a20eb3e67402ab7d928c95d925
Form Approved April 2021 C-3

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.

11. 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.

12. Effect of Coverage . The existence of the required insurance coverage under this Agreement will not be deemed to satisfy or lim it 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 subconsultant 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.

13. 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.

14. 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.

15. 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.

Doc ID: 2d7a2875c0d021a20eb3e67402ab7d928c95d925
CC Agreement 2026-2- BerryDunn EAM PM

2._2026-2_BerryDunn_PSA__EAM_PM_.pdf
2d7a2875c0d021a20eb3e67402ab7d928c95d925

MM / DD / YYYY
Signed
12 / 22 / 2025
17:44:36 UTC
Sent for signature to Kevin Price ([email protected]) from [email protected]
IP: 104.28.252.78
12 / 22 / 2025
17:48:20 UTC
Viewed by Kevin Price ([email protected])
IP: 69.49.157.66
12 / 22 / 2025
21:59:33 UTC
A new document has been created based off of an existing document with ID 2d7a2875c0d021a20eb3e67402ab7d928c95d925 IP: 104.28.252.78
12 / 22 / 2025
21:59:33 UTC
Edited by Bobbie Dame ([email protected])
IP: 104.28.252.78
12 / 22 / 2025
21:59:33 UTC
Signature request resent by Bobbie Dame
([email protected])
IP: 104.28.252.78
12 / 23 / 2025
17:16:03 UTC
Signed by Kevin Price ([email protected])
IP: 69.49.157.66
The document has been completed.
12 / 23 / 2025
17:16:03 UTC
CC Agreement 2026-2- BerryDunn EAM PM

2._2026-2_BerryDunn_PSA__EAM_PM_.pdf
2d7a2875c0d021a20eb3e67402ab7d928c95d925

MM / DD / YYYY
Signed

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