CC Agreement No 2026-58
CITY OF CAMARILLO
PROFESSIONAL SERVICES AGREEMENT
With
Dyett & Bhatia
Urban and Regional Planners
Form Approved April 2021 i CC Agreement No. 2026-58
TABLE OF CONTENTS
Page No.
Section 1. Term of Agreement. ................................ ................................ ............................. 1 Section 2. Scope and Performance of Services. ................................ ................................ ... 1 Section 3. Additional Services and Changes in Services. ................................ ..................... 2 Section 4. Familiarity with Services and Site. ................................ ................................ ........ 2 Section 5. Compensation and Payment. ................................ ................................ ............... 2 Section 6. Required Documentation Prior to Performance. ................................ ................... 3 Section 7. Time of Performance; Excusable Delays; Extensions. ................................ ......... 3 Section 8. Cooperation by City. ................................ ................................ ............................ 4 Section 9. Project Documents. ................................ ................................ .............................. 4 Section 10. Confidential Information; Release of Information. ................................ ................. 4 Section 11. Consultant’s Books and Records. ................................ ................................ ........ 5 Section 12. Status of Consultant. ................................ ................................ ............................ 5 Section 13. Compliance with Applicable Laws. ................................ ................................ ....... 6 Section 14. Unauthorized Aliens. ................................ ................................ ............................ 6 Section 15. Conflicts of Interest. ................................ ................................ ............................. 6 Section 16. Indemnification. ................................ ................................ ................................ .... 7 Section 17. Insurance. ................................ ................................ ................................ ............ 8 Section 18. Assignment. ................................ ................................ ................................ ......... 8 Section 19. Default; Limitations on Liability. ................................ ................................ ............ 8 Section 20. Termination of Agreement. ................................ ................................ ................... 9 Section 21. Notices. ................................ ................................ ................................ ................ 9 Section 22. General Provisions. ................................ ................................ ............................ 10
Exhibit A – Scope Of Services ................................ ................................ ................................ A-1 Exhibit B – Key Personnel & Compensation ................................ ................................ ........... B-1 Exhibit C – Insurance ................................ ................................ ................................ .............. C-1
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PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is effective as of July 13, 2026 (“Effective Date”), and is between the City of Camarillo, a California municipal corporation and general law city (“City”) and Dyett & Bhatia Urban and Regional Planners, 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 on July 13, 2029. This Agreement may be extended for one (1) additional period of up to two (2) years, subject to mutual written agreement of the parties.
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.
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Section 3. Additional Services and Changes in Services.
3.1 Consultant will not be compensated for any services rendered in connection with its performance of this Agreement that are in addition to or outside of those set forth in the Scope of Services or otherwise required by this Agreement, unless such additional services are authorized in advance and in writing by City.
3.2 If Consultant believes that additional services are needed to complete the Scope of Services, Consultant will provide the City Manager with written notification describing the proposed additional services, the reasons for such services, and a detailed prop osal 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,
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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 th e 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 exte nt of the delay and how such delay interferes with Consultant’s performance of services.
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Section 8. Cooperation by City.
All public information, data, reports, records, and maps as are existing and available to City as public records, and which are necessary for carrying out the Scope of Services will be furnished to Consultant in every reasonable way to facilitate, without undue delay, the services to be performed under this Agreement.
Section 9. Project Documents.
9.1 All original computer programs, data, designs, drawings, files, maps, memoranda, models, notes, photographs, reports, studies, surveys and other documents (collectively, “Project Documents”) prepared, developed or discovered by Consultant in the course of providing services under this Agreement will become the sole property of City and may be used, reused or otherwise disposed of by City without the permission of Consultant. Consultant will take such steps as are necessary to perfect or protect the ownersh ip 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 Consultan t 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 dam ages, 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
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present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite such response.
10.5 All media and press releases, including graphic display information, must be approved and distributed solely by City, unless otherwise agreed to in writing by City. All media interviews regarding the performance of services under this Agreement are prohib ited 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 indic ated 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 a s to its successors-in-interest and authorized representatives.
Section 12. Status of Consultant.
12.1 Consultant is and will at all times remain a wholly independent contractor and not an officer or employee of City. Consultant has no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City.
12.2 The personnel performing the services under this Agreement on behalf of Consultant will at all times be under Consultant’s exclusive direction and control. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City , will have control over the conduct of Consultant or any of Consultant’s officers, employees or agents, except as provided in this Agreement. Consultant agrees that it will not at any time or in any manner represent that Consultant or any of Consultant’s officers, employees or agents are in any manner officials, officers, or employees of City.
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12.3 Neither Consultant, nor any of Consultant’s officers, employees or agents, will obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Consultant expressly waives any claim to any such rights or benefits.
Section 13. Compliance with Applicable Laws.
13.1 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 san ctions 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 Consult ant’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 followi ng) and its implementing regulations (California Code of Regulations , Title 2, Section 18700 and following ), and California Government Code section 1090.
15.2 Consultant covenants that neither Consultant, nor any officer, principal or employee of its firm will make, participate in the making, or in any way attempt to use the position of Consultant to influence any decision of the City in which Consultant knows or has reason to know that Consultant, or any officer, principal or employee of Consultant has any of the financial interests listed in Government Code section 87103.
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15.3 If Consultant discovers that it has employed a person with a direct or indirect interest that would conflict with its performance of this Agreement, Consultant must promptly disclose the relationship to City and take such action as City may direct to remedy the conflict.
15.4 City understands and acknowledges that Consultant is, as of the Effective Date, independently involved in the performance of non-related services for other governmental agencies and private parties. Consultant represents that, except as otherwise disclose d to City, it is unaware of any stated position of City relative to these projects. Any future position of City on these projects will not be considered a conflict of interest for purposes of this section.
Section 16. Indemnification.
16.1 Consultant agrees that it will, to the fullest extent permitted by law, defend, indemnify, and hold harmless City from all Services Claims and Operations Claims (each defined below) related to the performance by Consultant of this Agreement as provided in this section .
Consultant acknowledges that City would not enter into this Agreement in the absence of Consultant’s commitment to defend, indemnify, and hold harmless City as set forth in this section.
16.2 For the purposes of this section, “City” includes City’s officers, officials, employees, agents and volunteers, and “Consultant” includes Consultant’s officers, officials, employees, agents and subcontractors and any other persons for whom Consultant is legally responsible.
16.3 With respect to the performance of professional services under this Agreement where the law establishes a professional standard of care for such services, Consultant agrees to indemnify, and hold harmless City from and against all liabilities, damages, los ses, and costs, including but not limited to reimbursement of reasonable attorney's fees and all other costs of defense, to the extent caused by the negligence, recklessness, or willful misconduct of Consultant (collectively, “Services Claims”).
16.4 With respect to the acts and operations of Consultant under this Agreement other than the performance of professional services, Consultant agrees to defend, indemnify, and hold harmless City from and against any and all claims, liabilities, damages, losses, and costs, including but not limited to reasonable attorney's fees and all other costs of defense, to the extent caused, in whole or in part, by the negligence, recklessness, or willful misconduct of Consultant, and excepting only those claims, damages, liabilities, losses, and costs caused by City’s sole negligence or willful misconduct (collectively, “Operations Claims”).
16.5 Consultant must notify City within five days of receipt of notice of any Operations Claims or Services Claims made or legal action initiated that arises out of or pertains to Consultant’s performance of services under this Agreement.
16.6 Consultant’s duty to defend Operations Claims is a separate and distinct obligation from Consultant’s duty to indemnify City for any Operations Claims. With respect to Operations Claims, Consultant is obligated to defend City in all legal, equitable, administrative, or special proceedings, with counsel reasonably approved by City, immediately upon tender to Consultant of an Operations Claim in any form or at any stage of an action or proceeding, whether or not liability is established. An allegation or det ermination that persons other than Consultant are responsible for the Operations Claim does not relieve Consultant from its separate and distinct obligation to defend under this section. The obligation to defend extends through final judgment, including exhaustion of any appeals.
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16.7 Consultant agrees that settlement of any Operations or Services Claim against City requires the consent of City. City agrees that its consent will not be unreasonably withheld provided that Consultant is financially able (based on demonstrated assets including insurance) to fulfill its obligation to indemnify City for the costs of any such settlement as required under this Agreement.
16.8 The insurance required to be maintained by Consultant under this Agreement is intended to ensure Consultant’s obligations under this section, but the limits of such insurance do not limit the liability of Consultant.
16.9 Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth in this section from each subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreem ent. If Consultant fails to obtain such indemnity obligations from others as required, Consultant will be fully responsible for all obligations under this section. City’s failure to monitor compliance with this requirement imposes no additional obligations on City and will in no way act as a waiver of any rights under this Agreement.
16.10 The parties acknowledge and agree that design professionals are required to defend and indemnify the City only to the extent permitted by Civil Code section 2782.8, which allows for claims only to the extent that they arise out of, pertain to, or relate to the neglige nce, 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 li censed architects, licensed landscape architects, registered professional engineers, professional land surveyors and the business entities that offer such services in accordance with the applicable provisions of the Business and Professions Code. The parties further acknowledge and agree that the provisions of this Section 16 are to be interpreted and applied to the fullest extent permitted by Civil Code section 2782.8.
16.11 The provisions of this section will survive the expiration or earlier termination of this Agreement in accordance with the applicable provisions of Exhibit C (Insurance).
Section 17. Insurance.
Consultant agrees to obtain and maintain in full force and effect during the term of this Agreement the insurance coverages listed in Exhibit C (Insurance), which is made a part of this Agreement.
All insurance policies are subject to approval by City as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City Manager or City Attorney.
Section 18. Assignment.
The expertise and experience of Consultant are material considerations for this Agreement. City has an interest in the qualifications of and capability of the persons and entities that will fulfill the duties and obligations imposed upon Consultant under this Agreement. In recognition of that interest, Consultant may not assign or transfer this Agreement or any portion of this Agreement or the performance of any of Consultant’s duties or obligations under this Agreement without the prior written consent of City, which may be withheld in the City’s sole discretion. Any attempted assignment will be null and void, and will constitute a material breach of this Agreement entitling City to any and all remedies at law or in equity, including summary termination of this Agreement.
Section 19. Default; Limitations on Liability.
19.1 In the event that Consultant is in default under the terms of this Agreement, City will have
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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 i ncurred 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: Megan Sinkula, Senior Planner
Tel. (805) 383-5431
Fax (805) 388-5388
e-mail [email protected]
To Consultant:
Dyett & Bhatia Urban and Regional Planners
4001 Howe Street
Oakland, California 94611
Attention: Rajeev Bhatia
Tel. (415) 956-4300
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, post age 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 coun terparts, 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 execut ion 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, the venue will be exclusively in a state court in the County of Ventura.
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THE UNDERSIGNED AUTHORIZED REPRESENTATIVES OF the parties hereby execute this Agreement as follows:
CITY OF CAMARILLO
_________________________________
Greg Ramirez, City Manager
ATTEST:
_________________________________
City Clerk
CONSULTANT:
Dyett & Bhatia Urban and Regional Planners, a California Corporation By_________________________________
Name: Rajeev Bhatia, AICP
Title: Principal and Vice President/CFO
Camarillo Business Tax Certificated No. OBT-1854 / Expiration Date May 31, 2027
Form Approved January 2018 A-1
EXHIBIT A
SCOPE OF SERVICES
[Attached]
Camarillo Commons Strategic Plan Update
Scope of Work
1 SCOPE OF WORK
The below outlines our task-by-task description for pre-paring the Commons Strategic Plan. Initials in parentheses identify the lead firm for each sub-task:
• D&B: Dyett & Bhatia, Urban and Regional Planners
• VMA: VMA Communications (Community Engagement)
• F&P: Fehr & Peers (Transportation/Multimodal Connectivity; Parking) • Kosmont: Kosmont Companies (Market/Feasibility Analysis; Financing) • KTGY: KTGY Architects (Development Strategies and Standards/Architecture Support; Branding)
• MLA: Mia Lehrer Associates (Landscape Architecture/ Public Realm/Streetscape Design) • WSC: Water Systems Consulting (Infrastructure)
• Meridian: Meridian Consultants (Environmental Planning/Review) TASK 1 — PROJECT COMMENCEMENT & MANAGEMENT (TEAM)
The Consultant Team will initiate the project through a coordinated kick -off and project management process designed to establish a clear work program, decision -making framework, and communication structure. At project commencement, the Consultant Team and City staff will review the existing Camarillo Commons Strategic Plan, the recent market analysis and recommendations, the General Plan Update framework, Housing Element direction, zoning and development standards, utility and transportation information, development proposals, and prior environmental documentation relevant to the Plan Area.
A kick-off meeting and field tour will be conducted with City staff to review existing conditions, opportunity sites, circulation issues, public realm deficiencies, infra-structure constraints, and relationships to surrounding neighborhoods and commercial districts.
Deliverables:
• Refined project schedule and milestone calendar
• Monthly coordination meetings and progress summaries
• Ongoing project management and schedule maintenance
TASK 2 — COMMUNITY ENGAGEMENT, VISION & GUIDING PRINCIPLES (D&B, VMA) The Consultant Team will prepare and implement a focused community engagement strategy designed to involve residents, businesses, property owners, community organizations, and other stakeholders in shaping the future of the Commons area. The Consultant Team will coordinate closely with the City’s Community Relations team to ensure consistent messaging across City initiatives. Draft promotional materials will be produced sufficiently in advance to allow for the Community Relations team to review and comment and to coordinate roll out within the City’s larger communications strategy.
The engagement program will build upon outreach already underway through the General Plan Update process, being undertaken by the Consulting Team and will coordinate with General Plan outreach activities wherever feasible to maximize participation, minimize duplication, and leverage efficiencies. Certain workshops, open houses, and outreach activities may therefore be conducted jointly with the General Plan effort, while maintaining dedicated Commons -related
EXHIBIT A
Camarillo Commons Strategic Plan Update
Scope of Work
2 discussion materials and feedback opportunities.
Community Brainstorming Charrette / Open House (integrated with General Plan). Early in the process, the Consultant Team will conduct an interactive community brainstorming charrette or open house intended to generate ideas regarding the future identity, character, land use mix, housing opportunities, retail and restaurant activity, gathering spaces, mobility improvements, and public realm improvements for the Commons area. Additional activation elements, including coordination of a food truck, will help encourage attendance and foster a welcoming and family - friendly atmosphere. KTGY and MLA will also participate.
Community Workshops / Open Houses. Conduct up to two additional community workshops or open houses tied to key project milestones, likely including:
• Alternatives review and evaluation
• Preferred Plan review
Alternatives Survey. The Consultant Team will prepare and administer one online community survey designed to gauge community preferences regarding the alternatives and key components that will shape the Strategic Plan. The survey will be publicized through the General Plan email database maintained by the D&B team, with additional publicity. The Social Pinpoint online engagement platform used for the General Plan will be used at no additional cost.
Property Owner & Business Outreach. Conduct focused stakeholder outreach including:
• Initial stakeholder interviews and small -group meetings with key property owners, businesses, brokers, institutional landowners, and development interests (total of 6 -8 meetings conducted virtually over two or three days);
• Two property owner forums focused on redevelopment opportunities, market realities, infrastructure and parking issues, implementation tools, and barriers to reinvestment.
Decision-Maker Review. To allow major concepts and policy directions to be incrementally vetted throughout the process, the Consultant Team will conduct:
• Up to three Planning Commission meetings/study sessions; and • Up to two City Council meetings/study sessions
Deliverables:
• Community Engagement Strategy and schedule
• Web and promotional materials
• Outreach summaries
• Vision and Guiding Principles memorandum
• Alternatives survey instrument and summary findings memorandum
TASK 3 — EXISTING CONDITIONS, OPPORTUNITIES & CHALLENGES MAPPING For infrastructure, transportation, and parking, see Task 6: Technical Studies.
3.1 Existing Conditions/Opportunities and Challenges Mapbook (D&B; MLA; Team)
The Mapbook will be graphics based, with short, supportive text. This will include evaluation of
Camarillo Commons Strategic Plan Update
Scope of Work
3 existing land use, ownership, redevelopment potential (development intensity, assessed valuation, field observation) parcelization, hazards (including flooding). Open space and streetscape conditions and potential integration opportunities with adjacent neighborhoods will be outlined.
3.2 Economic Analysis (Kosmont)
Market Report Review and Update. Kosmont will review and as necessary supplement the Natelson study to reflect evolving goals driving the “Our Camarillo 2050” General Plan update, the opportunity presented by the Metrolink station as a development and financing catalyst, socio - economic shifts in workforce composition and demography, and other relevant market factors.
Findings will be fed directly into the land use alternatives analysis.
Housing Feasibility. Kosmont will review the Natelson pro forma prototypes against targeted uses, RHNA requirements, and comparable residential projects
in the trade area, updating the feasibility analysis if needed to reflect current economics. Where feasibility gaps exist under current conditions, Kosmont will explore market, regulatory, administrative, and other factors that may help encourage financial viability. The analysis will be conducted through the lens of key State policy frameworks including AB 2097, AB 2011/SB 6, and the Density Bonus Law.
Retail Leakage and Commercial Gap Analysis. Referencing both the Natelson report and studies conducted for the General Plan Update, Kosmont will conduct a gap analysis of key retail and service categories to identify the most realistic tenant recruitment opportunities. The analysis will distinguish between categories where leakage capture is feasible and those where competing supply already adequately serves the market, evaluate trade area demographics against minimum thresholds for targeted concepts, and produce a prioritized short list of target tenants and retail formats.
Entertainment Uses. Kosmont will build on the Natelson study to conduct a high-level feasibility assessment for an entertainment destination zone. To assess the level of market support and identify differentiation opportunities, the assessment will draw on Natelson’s concept inventory to identify a priority shortlist, use Placer.ai for visitor traffic and origin patterns, estimate the drive- time market area to understand total potential demand, and adjust addressable demand to account for competitive supply.
3.3 Existing Transportation & Parking Conditions (F&P)
The Consultant Team will document and evaluate existing transportation and parking conditions within and sur-rounding the Commons area.
Transportation Network
• Existing circulation maps for roadways, transit services, and bicycle networks within the Camarillo Commons plan area
• Existing roadway segment volumes, drawn from the General Plan Update or more recent data provided by the City
• Collision history based on injury collision data and Safety Corridor (High -Injury Network) developed from the GPU work
• Qualitative evaluation of existing pedestrian network and facilities Intersection Level of Service Analysis
• Fehr & Peers will identify up to eight (8) key intersections for LOS analysis, potentially
Camarillo Commons Strategic Plan Update
Scope of Work
4 including Ponderosa Drive & Arneill Road, Ponderosa Drive & Mobil Avenue, Arneill Road & Pickwick Drive, and Arneill Road & Daily Drive, and other locations if needed. • New turning movement counts will be collected at study intersections during weekday AM and PM peak periods, when schools are in session and weather conditions are clear. • Operations at the 8 locations will be analyzed using the Highway Capacity Manual, 7th Edition (HCM 7th, Transportation Research Board, 2022) methodology.
Parking Data Collection and Analysis
• Mapping of the half -mile AB 2097 exemption boundary from the Metrolink Station, identifying exempt and non-exempt parcels.
• Comprehensive parking supply and occupancy sur -vey covering the full plan area, including off-street and on-street supply at Ponderosa North and Ponderosa Center, and occupancy counts along Raemere Street, East Daily Drive, lower Mobil Avenue, and adjacent residential blocks. Data will be collected on a typical weekday from 8 AM to 8 PM in two-hour intervals to establish baseline on-street parking demand. • Summary of parking findings displayed using tables, maps, and figures showing total supply and occupancy by location and time of day.
Infrastructure Analysis (WSC)
WSC will summarize existing wet utility system infra -structure (water system, wastewater system, recycled water system, and stormwater system) within the Plan area including capacity, planned improvements, and known deficiencies from existing City plans. This includes leveraging work for the Comprehensive General Plan Update and other ongoing work with the City, such as the 2025 Urban Water Management Plan, and hydraulic modeling support services.
Deliverables:
• Existing Conditions and Opportunities Report/Map-book • Market Opportunity Assessment (PowerPoint/PDF) with technical appendix • Existing transportation, parking, and infrastructure conditions memoranda (either standalone or integrated with Existing Conditions Mapbook) TASK 4 — PROJECT ALTERNATIVES (D&B, KTGY, MLA; TEAM SUPPORT) The Consultant Team will prepare up to three conceptual alternatives illustrating different approaches to revitalization and redevelopment of the Commons area. Possibilities will be developed with community input but could include (these are preliminary ideas and alternatives may differ from these):
Alternative 1 — Community Square. This alternative would focus on creation of a central public gathering space or “community square” framed by active retail, restaurants, cafés, recreational/entertainment uses, and public-facing mixed-use development.
Alternative 2 — Mixed-Use Center. This alternative would emphasize incremental mixed -use redevelopment through independent and phased projects while still creating a coherent district identity and balanced mix of uses.
Alternative 3 — District Transformative. This alter-native would explore a more ambitious long- term transformation of the Commons into a highly integrated mixed-use district with substantial
Camarillo Commons Strategic Plan Update
Scope of Work
5 redevelopment and expanded housing opportunities.
All alternatives will seek to provide community-attracting gathering spaces, retail/cafés/restaurants, and housing opportunities needed to help meet the City’s Housing Element obligations.
Development capacity and housing estimates for all options will be outlined. Transportation evaluation for the alternatives will be performed and integrated into the report.
Deliverable:
• Alternatives Report
TASK 5 — PREFERRED ALTERNATIVE (D&B, KTGY, MLA)
Based on input received from City staff, stakeholders, property owners, businesses, community members, the Planning Commission, and City Council, the Consultant Team will prepare a Preferred Alternative that synthesizes the strongest and most feasible elements of the alternatives into a coordinated Specific Plan framework.
Deliverables:
• Draft Preferred Alternative
• Refined Preferred Alternative
• Planning Commission and City Council presentations
TASK 6 — STRATEGIC/SPECIFIC PLAN DOCUMENT (D&B; TEAM)
Strategic/Specific Plan
The Consultant Team will prepare the Camarillo Commons Strategic Plan (or Specific Plan) as a visionary yet highly practical, implementation-oriented, and easy-to-use planning document intended to guide revitalization and redevelopment of the area over the long term. KTGY and MLA will assist with standards for design of buildings, public realm/streetscapes. KTGY will leverage their in-house branding studio for wayfinding and distinctive design standards. The plan will be developed to a Specific Plan level of detail and will function as both a vision document and a regulatory/implementation framework. It will be graphically rich, h ighly visual, and organized in a manner that is accessible to decision-makers, property owners, developers, businesses, residents, and community members alike.
The Plan will incorporate and topics outlined in the City in the RFP and likely include:
• Vision and planning framework
• Land use and development framework
• Housing and mixed-use strategy
• Urban design and development standards
• Public realm, placemaking, streetscape design framework and standards • Mobility and parking strategy
• Branding and wayfinding
• Infrastructure and public improvements
• Implementation and financing strategy
Camarillo Commons Strategic Plan Update
Scope of Work
6 Technical Studies
A. Transportation, Parking, and Access Recommendations (F&P) The Consultant Team will prepare recommendations regarding circulation improvements, pedestrian and bicycle improvements, shared parking, parking management, and multimodal enhancements supportive of a walkable mixed-use district. • Traffic Operations Analysis. F&P will conduct a traffic operations analysis for the Strategic Plan buildout to determine whether the plan would result in an unacceptable Level of Services (LOS) or delay defined in the City’s General Plan Mobility Element. Where operational deficiencies are identified under the Strategic Plan buildout scenario, Fehr & Peers will identify potential circulation improvements to support Strategic Plan buildout, including intersection improvements, signal timing optimizations, an d roadway reconfigurations. Given that the City’s travel demand model is currently under development and a newer version of the VCTM model was recently released, F&P will coordinate with the project team, City staff, and the GPU team to identify the most appropriate model for this pu rpose. No travel model modifications or new coding is assumed as part of this analysis.
• Parking Demand Analysis and Shared Parking Strategies. Fehr & Peers will estimate future parking demand for proposed land use alternatives across both AB 2097-exempt and non -exempt areas of the plan using the Urban Land Institute (ULI) Shared Parking Model, calibrated to field -collected occupancy data. This approach allows the model to reflect time -of-day variation, internal capture, and mode choice factors specific to this location. For the southern exempt area, the analysis will specifically evaluate the impact of new development that may provide minimal off -street parking on already heavily utilized on-street parking in the adjacent residential neighborhood, and estimate the additional parking needed to support Strategic Plan buildout. For the northern no n-exempt portion, F&P will evaluate whether existing City parking standards adequately support the Strategic Plan’s mixed-use vision or whether updated standards are warranted F&P will identify shared parking opportunities be -tween exempt and non-exempt parcels, with particular focus on leveraging the existing surface parking supply at Ponderosa North to relieve pressure on the southern residential area. Building on this, F&P will recommend on-street parking management strategies to address spillover impacts from new exempt development, including tools such as residential preferential parking permits, time limits, and other d emand management measures to protect neighborhood livab ility while supporting mixed-use redevelopment.
F&P will also identify locations and quantities of Electric Vehicle (EV) charging stations at a planning level that serves future development, consistent with CalGreen requirements. • Access Management Standards, Connectivity, and Agency Coordination. F&P will develop access management standards, including driveway design and shared -access requirements, consistent with City Engineering Standards and the NACTO Urban Street Design Guide. Standards will be informed by a field assessment of driveway configurations, spacing, and conflict points along the Safety Corridor/ High -Injury Network developed by the GPU work, with a f ocus on balancing vehicle access, emergency service needs, and pedestrian safety. This work will also include street network and cross -section review for the proposed buildout scenario.
Fehr & Peers will evaluate existing pedestrian and bicycle conditions within the Strategic Plan area and qualitatively identify gaps in the active transportation network, including connectivity to the adjacent Camarillo Metrolink Station, with recommendations focused
Camarillo Commons Strategic Plan Update
Scope of Work
7 on improvements that support the Strategic Plan vision.
Fehr & Peers will support the coordination with VCTC and Caltrans District 7 regarding the US-101Improvement Project, including potential right-of-way impacts along East Daily Drive and how affected properties should be addressed in the Strategic Plan.
B. Infrastructure Recommendations (WSC)
Using findings from existing conditions analysis and preferred Strategic Plan, with water, wastewater, storm drainage, and related utility provide recommendations on strategies to achieve improvements. Reflect potential phasing and incremental development strategies as needed.
C. Funding Strategies and Implementation (Kosmont)
Kosmont will identify funding mechanisms and incentives tailored to the preferred alternative, building on market support findings, land assembly constraints, infrastructure gaps, and state housing requirements established in prior tasks.
• Financing Tools. Kosmont will evaluate district-based and other financing mechanisms for Plan area applicability — including EIFDs (revisiting the Natelson study’s finding that EIFD formation may be infeasible in Camarillo), CRIAs, CFDs/Mello-Roos, ground lease and lease revenue bond structures, TBIDs, and PBIDs, including potential coordination with the Old Town Camarillo PBID effort. For each, Kosmont will assess eligibility, formation requirements, qualified expenditures, and key constraints. • State and Federal Grant Programs. Kosmont will map applicable programs to specific Plan area funding needs and assess application readiness, including EDA Public Works grants, HCD’s Infill Infrastructure Grant and Prohousing Incentive Program, the Strategic Growth Council’s AHSC program (to take advantage of Metrolink proximity), EPA Brownfields grants, and other programs that may be applicable. Kosmont will identify the highest-priority opportunities based on funding alignment, competitiveness, and near - term deadlines.
• Incentive Program Options. Kosmont will assess the viability of developer incentive structures including fee waivers and deferrals, infrastruc ture reimbursements through development agreements, and two Kosmont tools: D.O.R.® (Development Opportunity Reserve, a mechanism that enables cities to set aside and strategically deploy economic development reserves to bridge feasibility gaps and attract catalytic private investment), and STAR*® (Sales Tax Assessment Revenue, a structured instrument through which a portion of new sales tax revenue generated by incoming businesses is shared with developers or property owners as a performance -based incentive tied to demonstrated job creation and tax generation).
• Anti-Displacement Strategies. Kosmont will tailor the anti -displacement framework articulated in the Natelson study to Plan area ownership and tenancy conditions assessed in prior tasks. This will include recommendations for financial incentives for landlords offering long-term lease renewals or right-of-return provisions; grant or loan programs for tenant improvement upgrades; technical assistance for businesses facing relocation; and phasing strategies that keep existing businesses operational during construction.
Deliverables:
• Administrative Draft Specific Plan
• Public Review Draft Specific Plan
Camarillo Commons Strategic Plan Update
Scope of Work
8 TASK 7 — ENVIRONMENTAL REVIEW (MERIDIAN)
This task will involve coordinated preparation of a combined General Plan/ Commons EIR to allow for a more detailed consideration of potential environmental impacts that could result from the Camarillo Commons Strategic Plan Update if desired. The Consultant Team would prepare an expanded and detailed project description for the Commons area that reflects the Preferred Alternative and associated implementation measures, infrastructure improvements, circulation changes, development standards, and redevelopment assumptions.
The EIR Notice of Preparation and Scoping Meeting for the General Plan and the update of the Commons Strategic Plan would be combined. Environmental analysis associated with the Commons area would be integrated into the broader General Plan EIR topic sections. In addition, Commons-specific impacts, mitigation measures, and implementation considerations would be highlighted in dedicated subsections at the end of each applicable environmental topic chapter to clearly identify issues associated with the Commons Specific Plan.
This integrated environmental review approach would still allow the Commons planning effort and General Plan Update to proceed in a coordinated manner, avoid duplication of technical studies, streamline environ-mental review, and ensure consistency between the two efforts. The type and intensity of land uses defined in the updated Strategic Plan will be incorporated into the General Plan and consistent with the approach described in the Camarillo General Plan scope of work, environmental analysis and planni ng will proceed in an integrated and “self-mitigating” manner, with plan policies and standards reducing or avoiding impacts where feasible.
This approach will also support subsequent projects that are consistent with the General Plan and Strategic Plan qualifying for the Statutory Exemption defined in Section 15183 of the CEQA Guidelines for Projects Consistent with a Community Plan (such a Strategic Plan or Zoning)/ Section 15182 for projects consistent with a Specific Plan. To support this streamlining option, a Section 15182/3 Review Checklist will be prepared for use in review of subsequent individual development projects proposed in the Commons Plan area.
Deliverables:
• Expanded Commons project description for integrated EIR • Commons-specific environmental impact and mitigation subsections • Responses to comments related to Commons planning issues • Final combined General Plan/Commons EIR support
• CEQA checklist
TASK 8 — HEARINGS & ADOPTED PLAN
The Consultant Team will assist the City through public review, hearings, and adoption of the Specific Plan. These hearings are separate from and in addition to the study sessions identified under Task 2. The scope and budget assume that these will be consolidated with General Plan.
Deliverables:
• Final adopted Specific Plan and final files
Camarillo Commons Strategic Plan Update
Scope of Work
9 BUDGET ASSUMPTIONS
Our budget is based on the following assumptions:
• Invoices. Invoices will be based on hourly costs, and will be submitted monthly. • Meeting Attendance. The budget assumes attendance at meetings as shown in the Scope of Work. Costs of additional meeting attendance would be on a time and materials basis if requested; such costs are not included within the guaranteed maximum fee. Public meetings assumed are:
o Three workshops/open houses (with the first in September shared with the General Plan)
o Six pop-up outreach events
o Initial small-group stakeholder meetings (total of 6-8 meetings conducted virtually over two or three days)
o Two property owner forums
o Three General Plan Advisory Committee (GPAC) meetings focused on the Commons o Two City Council and three Planning Commission Study sessions o Two hearings (assumed to be shared with the General Plan; the budget provides for additional D&B staff attendance at the meetings)
• In-person/Virtual Meetings. For budgeting purposes, it is assumed that the three public workshops and pop -up meetings will be conducted in person (for virtual meetings costs will be lower). D&B will also attend Planning Commission and City Council meetings in person. Other meetings (property owner forums and other stakeholder meetings and three GPAC meetings) will be virtual. Meetings with staff will also be virtual, except the in - person kickoff meeting and tour.
• Consolidated Comments and Direction. City staff will provide a single set of consolidated comments on the review drafts of all documents.
• Printing. Only printing for workshops is assumed. Reports and documents to staff will be provided in electronic format only.
• Food Truck/Workshop Expenses. VMA’s budget assumes a food truck at each of the three workshops (one workshop to be shared with the General Plan) and other miscellaneous direct workshop costs, to the extent shown in the budget. • Travel Expenses, Mailing Costs, and Other Direct Costs. The budget includes direct costs related to the project, including travel expenses and other similar reimbursable expenses. Such items will be itemized on billing statements and will not be marked up.
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 are Andrew Hill and Rajeev Bhatia.
2. Total compensation under this Agreement, including reimbursement for actual expenses, may not exceed $759,111.
FEE SCHEDULE
KEY PERSONNEL
Name Title/Position Rate (Per Hour)
Camarillo Commons Strategic/Specific Plan
HOURS BY TASK
Task 1 Task 2 Task 3 Task 4 Task 5 Task 6 Task 7 Task 8 Project
Commencement &
Mngmt
Community
Engagement
Strategy
Existing Conditions,
Opportunities and
Challenges
Project
Alternatives
Preferred
Alternative
Strategiec/ Specific
Plan Docunment EIR Hearings and
Adopted Plan
Dyett & Bhatia
Rajeev Bhatia, Principal in Charge 30 64 32 35 32 104 8 16 321 Andrew Hill, Participating Principal 12 30 12 12 12 40 24 4 146 Helen Pierson, Senior Associate 50 138 40 60 60 140 16 12 516 Associate 36 12 32 80 8 168
Planner/Urban Designer 23 12 40 12 120 207
Sr. GIS Specialist 0 50 40 30 80 24 8 232
Graphic/Web Design/Proj. Asst. 4 121 16 12 12 40 12 217 Sub-Total 96 412 162 211 190 604 80 52 1,807
VMA Communications
Rosie Richardson, Comm. Engage. Manager 90 90
Karina Lazo, Engagement Associate 124 124
Cassandra Flores, Engagement Associate 123 123
Claudia Cruz, Principal-in-Charge 20 20
Jamie Channell, Graphic Designer 10 10
Sub-Total 0 367 0 0 0 0 0 0 367
Fehr and Peers
John Muggridge, Principal 8 14 25 4 51
Dongyang Lin, Project Manager 12 46 76 8 142
Modeling Technical Lead 4 4
Parking Technical Lead 20 20 16 56
Planner/Engineer 56 152 208
Graphics 10 18 28
Admin 2 14 28 3 47
Sub-Total 22 0 160 0 0 323 31 0 536
Kosmont
Andrew Kaplan, Project Manager 33 30 63
Ken Hira, Project Director 2 7 9
Tom Jirofsky, Senior Advisor 4 9 13
Fernando Sanchez, Vice President 33 32
Lily Schenk, Senior Analyst 28 32 60
Sub-Total 0 0 0 0 110 0 0 110
KTGY
Principal 2 2 6 6 18 34
Senior PM / Planner 4 18 16 40 78
Project Designer 12 8 44 64
Project Associate 18 12 48 78
Sub-Total 6 2 0 54 42 150 0 0 254
Studio MLA
Ben Feldmann, Principal 2 2 16 12 4 32 68
Vishal Jayan, Project Designer 36 12 8 80 136
Sub-Total 2 2 52 24 12 112 0 0 204
WSC
Justin Pickard- PIC & QA/QC 2 2 4
Spencer Waterman- PM 16 16 32
Adam Donald- Senior Engineer/ Tech Advisor 8 8 16
Project Engineer 24 40 64
Roxanne Collins- Admin 3 3 6
Sub-Total 0 0 53 0 0 69 0 0 122
Meridian
Ton Locacciato, Principal 24 24
Project Manager 50 50
Planner 150 150
Document Production 35 35
Sub-Total 0 0 0 0 0 0 259 0 259
TOTAL HOURS 126 416 427 289 244 1,368 111 52 3,400
TOTAL
EXHIBIT B
Camarillo Commons Strategic/Specific PlanBUDGET BY TASK Task 1Task 2Task 3Task 4Task 5Task 6Task 7Task 8
Project Commencement & Mngmt
Community Engagement Strategy
Existing Conditions, Opportunities and Challenges
Project AlternativesPreferred AlternativeStrategiec/ Specific Plan DocunmentEIRHearings and Adopted Plan Dyett & Bhatia Rajeev Bhatia, Principal in Charge260$ 7,800$ 16,640$ 8,320$ 9,100$ 8,320$ 27,040$ 2,080$ 4,160$ 83,460$ Andrew Hill, Participating Principal250 3,000 7,500 3,000 3,000 3,000 10,000 6,000 1,000 36,500 Helen Pierson, Senior Associate185 9,250 25,530 7,400 11,100 11,100 25,900 2,960 2,220 95,460 Associate 175 - 6,300 - 2,100 5,600 14,000 1,400 - 29,400 Planner/Urban Designer155 - 3,565 1,860 6,200 1,860 18,600 - - 32,085 Sr. GIS Specialist 165 - - 8,250 6,600 4,950 13,200 3,960 1,320 38,280 Graphic/Web Design/Proj. Asst.110 440 13,310 1,760 1,320 1,320 4,400 - 1,320 23,870 Printing 2,989 2,989 Travel and Other Direct Cost300 1,200 300 400 250 250 600 3,300 Sub-Total 20,790 77,034 30,890 39,420 36,550 113,390 16,650 10,620 345,344 VMA Communications Rosie Richardson, Comm. Engage. Manager154 - 13,890 - - - - - - 13,890 Karina Lazo, Engagement Associate123 - 15,271 - - - - - - 15,271 Cassandra Flores, Engagement Associate 102 - 12,521 - - - - - - 12,521 Claudia Cruz, Principal-in-Charge170 - 3,393 - - - - - - 3,393 Jamie Channell, Graphic Designer144 - 1,437 - - - - - - 1,437 Food, Travel and Other Direct Cost10,000 10,000 Sub-Total - 56,512 - - - - - - 56,512 Fehr and Peers John Muggridge, Principal375 3,000 - 5,250 - - 9,375 1,500 - 19,125 Dongyang Lin, Project Manager215 2,580 - 9,890 - - 16,340 1,720 - 30,530 Modeling Technical Lead215 - - - - - 860 - - 860 Parking Technical Lead220 - - 4,400 - - 4,400 3,520 - 12,320 Planner/Engineer 185 - - 10,360 - - 28,120 - - 38,480 Graphics 175 - - 1,750 - - 3,150 - - 4,900 Admin 170 340 - 2,380 - - 4,760 510 - 7,990 Travel and Other Direct Cost297 - 10,663 - 3,352 363 - 14,675 Sub-Total 6,217 - 44,693 - - 70,357 7,613 - 128,880 KosmontAndrew Kaplan, Project Manager405 - - 13,365 - - 12,150 - - 25,515 Ken Hira, Project Director435 - - 870 - - 3,045 - - 3,915 Tom Jirofsky, Senior Advisor405 - - 1,620 - - 3,645 - - 5,265 Fernando Sanchez, Vice President295 - - 9,735 - - 9,440 - - 19,175 Lily Schenk, Senior Analyst195 - - 5,460 - - 6,240 - - 11,700 Sub-Total - - 31,050 - - 34,520 - - 65,570 KTGY Principal 340 680 680 - 2,040 2,040 6,120 - - 11,560 Senior PM / Planner215 860 - - 3,870 3,440 8,600 - - 16,770 Project Designer 185 - - - 2,220 1,480 8,140 - - 11,840 Project Associate 120 - - - 2,160 1,440 5,760 - - 9,360 Direct Costs - 200 250 250 250 250 1,200 Sub-Total 1,540 880 - 10,540 8,650 28,870 250 - 50,730 Studio MLA Ben Feldmann, Principal275 550 550 4,400 3,300 1,100 8,800 - - 18,700 Vishal Jayan, Project Designer150 - - 5,400 1,800 1,200 12,000 - - 20,400 Sub-Total 550 550 9,800 5,100 2,300 20,800 - - 39,100 WSC Justin Pickard- PIC & QA/QC330 - - 660 - - 660 - - 1,320 Spencer Waterman- PM278 - - 4,448 - - 4,448 - - 8,896 Adam Donald- Senior Engineer/ Tech Advisor278 - - 2,224 - - 2,224 - - 4,448 Project Engineer 199 - - 4,776 - - 7,960 - - 12,736 Roxanne Collins- Admin180 - - 540 - - 540 - - 1,080 Sub-Total - - 12,648 - - 15,832 - - 28,480 Meridian Ton Locacciato, Principal280 - - - - - - 6,720 - 6,720 Project Manager 180 - - - - - - 9,000 - 9,000 Planner 165 - - - - - - 24,750 - 24,750 Document Production115 - - - - - - 4,025 - 4,025 Sub-Total - - - - - - 44,495 - 44,495 TOTAL FEE 29,097 134,976 129,081 55,060 47,500 283,769 69,008 10,620 759,111 Note: Hours and Budget by Task are for informational purposes only. Dyett & Bhatia reserves the right to reallocate these provided the overall budget does not change.
TOTALHourly Rate
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 / $2,000,000 (per claim/aggregate)
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 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 thi s 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, an d 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
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 perfor med under this Agreement . The coverage must be provided on a “claims made” basis. Consultant must maintain continuous coverage through a period not less than three years after the completion of the services required under this Agreement.
7. Umbrella or Excess Liability Insurance. If an excess or umbrella liability policy is used to meet minimum limit requirements, the insurance must provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella or excess liability policy must include a “drop-down provision” requiring the policy to respond in the event that any primary insurance that would otherwise have applied proves to be uncollectable in whole or in part for any reason. Coverage m ust 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. Consultant’s Limitations and Endorsements. The Consultant’s insurance policies must not include any endorsements or provisions that limit coverage for the following risks:
explosion, collapse, or underground hazards (XCU); products and completed operations; pollution liability; and contractual liab ility. These coverages must be specifically included without any exclusions, modifications, or restrictions that would limit the scope of protection otherwise afforded by the basic policies. Any endorsement or exclusion that reduces or eliminates coverage for the above-listed risks is unacceptable.
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 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 wit h 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.
10. 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 a pproved 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
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 c opies 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 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 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.
CC 2026-58, Dyett and Bhatia (Cam Commons)
Attachment_1_CC_Agreement_2026-58.pdf
96a8b30312cca273303d261263a961c04b483a50
MM / DD / YYYY
Signed
06 / 25 / 2026
23:48:06 UTC
Sent for signature to Rajeev Bhatia
([email protected]) from
[email protected]
IP: 104.28.24.20
06 / 26 / 2026
00:12:18 UTC
Viewed by Rajeev Bhatia ([email protected])
IP: 23.115.138.182
06 / 29 / 2026
19:26:06 UTC
A new document has been created based off of an existing document with ID 96a8b30312cca273303d261263a961c04b483a50 IP: 104.28.188.21
06 / 29 / 2026
19:26:06 UTC
Edited by Janessa Gutierrez ([email protected]) IP: 104.28.188.21
06 / 29 / 2026
19:26:06 UTC
Signature request resent by Janessa Gutierrez
([email protected])
IP: 104.28.188.21
06 / 29 / 2026
19:28:06 UTC
A new document has been created based off of an existing document with ID 96a8b30312cca273303d261263a961c04b483a50 IP: 104.28.188.21
06 / 29 / 2026
19:28:06 UTC
Edited by Janessa Gutierrez ([email protected]) IP: 104.28.188.21
06 / 29 / 2026
19:28:07 UTC
Signature request resent by Janessa Gutierrez
([email protected])
IP: 104.28.188.21
06 / 29 / 2026
19:58:03 UTC
Signed by Rajeev Bhatia ([email protected])
IP: 23.115.138.182
The document has been completed.
06 / 29 / 2026
19:58:03 UTC
CC 2026-58, Dyett and Bhatia (Cam Commons)
Attachment_1_CC_Agreement_2026-58.pdf
96a8b30312cca273303d261263a961c04b483a50
MM / DD / YYYY
Signed