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Project Name: Downtown Project
FOURTH AMENDMENT TO
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF THOUSAND OAKS
AND
HR&A Advisors, Inc.
Contract No. 13865-2025
THIS FOURTH AMENDMENT to the Agreement for Professional Services entered into between the CITY OF THOUSAND OAKS, a municipal corporation, (hereafter “City”) and HR&A Advisors, Inc. (“Consultant”), entitled Downtown Project and dated December 3, 2024, and amended on February 6, 2025, amended a second time on May 1, 2025, and amended a third time on March 5, 2026, (herein “Contract”) is made this 7th day of July 2026.
RECITALS
A. The Scope of Work of the above referenced Contract was developed based on a proposed standard timeline provided by Consultant.
B. The proposed timeline has been adjusted, necessitating a revision of the phasing of the original Scope of Work.
C. Section 3 of Contract currently, and as may have been previously amended, provides for a not-to-exceed amount of $1,000,000.
D. A new Schedule of Fees is required to correspond with the changes to the Scope of Work.
E. City is in need of adding Levine Act language to comply with State law and adding an Exhibit C.
F. City is in need of expanding the Scope of Services to be performed under the present Contract, revising the Schedule of Fees, increasing the not-to exceed amount of the Contract, and adding Levine Act Language and Consultant is desirous of performing such and receiving additional compensation for said extra services while keeping all other terms intact.
AGREEMENT TO AMEND
NOW, THEREFORE, the undersigned parties to Contract agree to amend Contract as described below:
Part 1. Section 3 provides for a not-to-exceed amount of $1,000,000. $700,000 is ATTACHMENT #2
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added to the Contract and Section 3(a) is hereby amended to reflect a revised total not- to-exceed amount of $1,700,000.
Part 2. Exhibit A-2 is hereby supplemented by Exhibit A-3, attached hereto and incorporated herein. In case of conflicts, Exhibit A-3 shall govern over Exhibit A-2.
Part 3. Exhibit B-2 is hereby replaced in its entirety with Exhibit B-3, attached hereto and incorporated herein, and all references to Exhibit B-2 shall now be to Exhibit B-3.
Part 4. A new Section 31 is hereby added to read as follows:
California Government Code section 84308 (Levine Act) prohibits any Thousand Oaks City Council member from participating in any action related to a contract, agreement, or franchise agreement if the councilmember receives a campaign contribution totaling more than $500 (aggregated) from the party to the contract, agreement, or franchise agreement, an agent of the party, or any financially interested participant who actively supports or opposes the matter within the previous twelve (12) months. Councilmembers must also disclose any eligible campaign contribution received on the record of the proceeding.
Councilmembers are also prohibited from soliciting, accepting or directing campaign contributions totaling more than $500 (aggregated) from the applicant or party, an agent of the applicant/party, or any financially interested participant who actively supports or opposes the matter within the previous twelve (12) months, and for twelve (12) months following the date a final decision on the contract/agreement is made.
The Levine Act also requires parties to a contract, agreement, or franchise agreement to disclose any campaign contribution over $500 (aggregated) within the preceding twelve (12) months by the party to the agreement, contract, or franchise agreement. The Levine Act does not apply to contracts under $50,000, competitively bid, labor, or personal employment contracts. An agent to the Party/Consultant/Service Provider is prohibited from making any contributions whatsoever during this time period.
In order to assure compliance with these requirements, Party/Consultant/Service Provider has provided the disclosure requirements identified in the Levine Act Disclosure Form, attached as Exhibit C, incorporated herein by reference, and Party/Consultant/Service Provider verifies by its signature that it has completed Exhibit C in compliance of these requirements.
Party/Consultant/Service Provider shall also be responsible for understanding and complying with requirements of Government Code section 84308, which prohibits parties to a contract/agreement, as well as their agents and representatives, from contributing more than $500 (aggregated) to a City Council member of the City of Thousand Oaks for the 12 months prior to the award of this Contract/Agreement, and for the 12 months following award of this Contract/Agreement. An agent to the Party/Consultant/Service CMO: 850-20\JB\H:\COMMON\Contracts & RFPs\Administration\Amendment #1 HR&A Advisors Inc.docx
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Provider is prohibited from making any contributions whatsoever during this time period.
Where applicable, Party/Consultant/Service Provider shall disclose any post award campaign contributions prior to seeking an amendment to this Contract/Agreement.
Part 5. All terms used in Parts 1, 2, 3 and 4 above shall have the meanings ascribed thereto in Contract. Except as amended in Parts 1, 2, 3 and 4, all other sections, terms, obligations, duties, clauses, and provisions of Contract shall remain the same.
IN WITNESS WHEREOF, the parties execute this Fourth Amendment to Contract as of the date set forth above.
CONSULTANT
__________________________________
By: Amitabh Barthakur
Title: Vice President
__________________________________
By: Desmond Hunte
Title: Chief Finance and Operations Officer
CITY OF THOUSAND OAKS
__________________________________
Mikey Taylor, Mayor
ATTEST:
Laura B. Maguire, City Clerk
APPROVED AS TO ADMINISTRATION:
Andrew P. Powers, City Manager
APPROVED BY DEPARTMENT HEAD: APPROVED AS TO FORM:
Office of the City Attorney
Jaime Boscarino, Finance Director By: Tracy Friedl, Assistant City Attorney CMO: 850-20\JB\H:\COMMON\Contracts & RFPs\Administration\Amendment #1 HR&A Advisors Inc.docx
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EXHIBIT A-3
SCOPE OF WORK
Building on the procurement and financing strategy developed in Phases 2 and 3, HR&A will support the City through the execution of a two-phased developer solicitation, negotiation and execution of an Exclusive Negotiating Agreement (ENA) and disposition agreement with the selected development partner(s), and the implementation of an Enhanced Infrastructure Financing District (EIFD). The HR&A Team will also remain available to maintain and refine the funding and financing strategy developed in prior phases, as needed.
Task 0: Project Management and Administration
Task 0.1: Consultant shall continue to attend weekly coordination meetings with the City Finance Director and her team, providing agendas in advance and schedule updates during the meetings. For budgeting purposes, Consultant shall assume these meetings will be weekly but can reduce or increase frequency as needed.
Task 0.2: Internal coordination meetings with the larger consulting team and other consultants working on the design of the Project will continue as needed. For this work period, Consultant shall assume:
a. Quarterly coordination meetings with the design team and legal team, as needed b. Support for required public meetings (City Council or Commissions) c. Quarterly Ad-Hoc Committee meetings or meetings with other City staff, as needed Timeline: Ongoing
Deliverables: Meeting agendas and summary notes as needed; project workplan; monthly invoices and summary of progress reports
Task 1: Developer Solicitation and Evaluation
Task 1.1 Request for Qualifications (RFQ)
1.1.1. RFQ Rollout and Marketing
Consultant shall lead the rollout of the RFQ developed in Phase 3, building on the market sounding work already completed. This task includes:
a. Drafting a pre-solicitation announcement;
b. Finalizing collateral (FAQs and PowerPoint presentations) for use during pre- proposal conference and supporting conference, as needed. c. Conducting targeted outreach to qualified local, regional, and national developers, leveraging our existing list of qualified developers;
d. Placing marketing collateral in relevant industry media, as needed; e. Drafting responses to questions received during the Proposer Q&A period, and f. Supporting a pre-bid conference and site visit for respondents, as needed.
Timeline: July to August 2026
Deliverables: RFQ marketing collateral, pre-proposal conference collateral, and draft responses to respondent questions
1.1.2. RFQ Response Evaluation
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Following the RFQ submission deadline, Consultant shall support the City in review and full technical evaluation of proposer submissions, including:
a. Compiling responses and conducting a preliminary review for completeness and validity;
b. Leading respondent curing period to address outstanding questions or administrative issues related to proposer submissions;
c. Leading technical evaluation of respondent qualifications against the criteria established in the RFQ, producing technical scoring and evaluation memos on each proposal;
d. Facilitating and/or attending the Evaluation Committee meetings to discuss findings and consolidate scores;
e. Supporting respondent interviews, as desired, and
f. Supporting the City in the development of a shortlist of qualified respondents to advance to the RFP stage.
Budget assumes evaluation of up to eight (8) RFQ responses.
Timeline: September to October 2026
Deliverables: Proposal technical evaluation memos; correspondence with respondents as needed; collateral to support proposer interviews
1.2 Request for Proposals (RFP)
1.2.1 RFP Drafting and Issuance
After issuance of the RFQ, Consultant shall draft an RFP to shortlisted teams . The RFP will include the following key components in addition to the information included in the RFQ and will be professionally graphic designed to best-market the opportunity:
a. Clear guidelines outlining the City’s goals for the site, market context, and preferred partnership approach which will manage risk exposure and incentivize the developer to align interests and meet the various performance goals; b. Submission requirements focused on a well-rounded development team covering all key components with specified roles and responsibilities; a technical implementation plan to ensure high quality design and project schedule; a detailed financial plan and firm financial offer.
c. Proforma and financial offer template;
d. Information on the selection process and key scoring criteria; e. Draft Exclusive Negotiating Agreement (ENA), and
f. Other requirements and respondent instructions.
Development of RFP will be an iterative collaboration with City staff and will support up to two (2) rounds of review and revision. .
Timeline: July to November 2026
Deliverables: Draft and final RFP documents, including professional graphic design, supporting financial offer templates and submission workbooks, as needed
1.2.2 RFP Response Evaluation, Vendor Q&A, Site Visits, and Interviews During the RFP period and following the submission deadline, Consultant will support proposal evaluation, including:
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a. Reviewing and drafting responses to vendor questions, coordinating with the City and the legal team to issue addenda as needed;
b. Coordinating and participating in site visits with shortlisted respondents; c. Compiling RFP responses to check for completeness and validity issuing letters; d. Leading a respondent curing period to address outstanding questions or administrative issues related to proposer submissions;
e. Leading detailed technical and financial evaluation of proposals, including analysis of development plans, financial plans, sources of funding and financing, and key business terms;
f. Drafting evaluation memos for the Evaluation Committee summarizing the technical evaluation;
g. Preparing for and attending interviews with respondents, including drafting interview agendas, questionnaires, and talking points, and recommending score modifiers based on interview performance;
h. Supporting final shortlist communication and providing debrief materials for non- selected respondents, as needed, and
i. Preparing a presentation for City stakeholders summarizing the developer solicitation and evaluation process, and recommendation of selected development partner.
Budget assumes evaluation of up to five (5) RFP responses.
Timeline: October to February 2027
Deliverables: Proposal technical evaluation memos and evaluation matrices; correspondence with respondents as needed; collateral to support site visits; collateral to support proposer interviews; summary presentation to City stakeholders
1.3 Negotiation and Transaction Support
Task 1.3.1: Once a development partner(s) has been selected following the solicitation process, the City will enter into negotiations with the selected partner(s) to advance toward a development agreement. Consultant shall:
a. Support the negotiation of Best-and-Final Offers (BAFO) with one or multiple developers following developer evaluation; and
b. Support negotiations between the City and its preferred partner as the parties move toward execution of an Exclusive Negotiating Agreement (ENA) and a final disposition agreement, which may take on a variety of forms.
These efforts may entail:
i. drafting term sheets
ii. clarifying key business terms
iii. advising the team on any counteroffers from the potential partner; and iv. adjusting the term sheet if necessary.
Consultant will coordinate with necessary departments and partners to ensure a final agreement is executed.
Task 1.3.2: Once the negotiated deal terms are complete, Consultant shall draft a presentation for City stakeholders summarizing the selected partner and final deal.
Deliverables: Term sheet, supporting financial analysis as needed, and presentation communicating key deal terms
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Timeline: March to June 2027
Task 2: EIFD Implementation Support
2.1 EIFD Analytical Support
2.1.1 EIFD Revenue & Financing Capacity
Consultant will continue to refine the EIFD revenue model developed during Phases 2 & 3 to support continued negotiations with Ventura County. As needed, Sperry will develop revised bond capacity estimates for a revised EIFD revenue projection to support continued development of the project financing plan.
Deliverables: Revisions to EIFD revenue model responding to negotiations with County; revisions to EIFD bond financing capacity analysis revenue model responding to negotiations with County
Timeline: July to September, as needed
2.1.2 EIFD Fiscal Impacts Analysis
Consultant will continue to refine the County EIFD fiscal impact analysis developed during Phases 2 & 3 and draft the City fiscal impacts analysis.
Deliverables: Revisions to County fiscal impacts analysis model and summary memo; Development of City fiscal impacts analysis model and drafting of summary memo.
Timeline: July to September 2026
2.2 EIFD Formation Documents
2.2.1 Drafting of Resolution of Intent (ROI) and Infrastructure Financing Plan (IFP) Consultant shall continue supporting the City in finalizing key documents developed during Phases 2 & 3 to support EIFD implementation including the Resolution of Intent (ROI) and Infrastructure Financing Plan (IFP). For each deliverable, Consultant assumes one round of City review and one round of County review (where applicable). Consultant will participate in meetings with County counterparts and provide written responses to questions as necessary.
Deliverables: Continued updates to EIFD formation workplan, draft and final Resolution of Intent documents, draft and final Infrastructure Financing Plan documents and additional supporting technical analyses as needed, written responses and meeting facilitation support in meetings with County counterparts Timeline: July to October 2026
2.2.2 EIFD Public Meeting Collateral
On an as needed basis, Consultant will support print and/or digital collateral to support public meetings associated with EIFD formation, including presentations, maps, one- pagers, fact sheets, FAQs to be shared with City and County officials and the general public.
Deliverables: Meeting collateral as requested
Timeline: July to October 2026
Task 3: Ongoing Advisory Support (as needed)
3.1 Project Funding & Financing
3.1.1 Project Financing Strategy
Consultant shall continue to maintain and update the project financial model developed in Phases 2 & 3 to respond to changes in the City’s financing options including but not CMO: 850-20\JB\H:\COMMON\Contracts & RFPs\Administration\Amendment #1 HR&A Advisors Inc.docx
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limited to:
a. bridge financing strategies proposed by development partners, b. additional City surplus dedicated to the projects, and c. updates to the EIFD bond capacity estimate.
As needed, the Sperry team can provide updating bond financing estimates to further support the City’s understanding of public financing options to support the project.
Consultant team will prepare summary presentations to synthesize potential strategies, tradeoffs, and implications for project cost and timeline.
Deliverables: Revisions to project delivery financial model and supporting summary presentations, as needed
Timeline: July to June 2027, as needed
3.1.2 Project Funding & Grant Writing Support
Consultant shall, on an as needed basis, continue supporting identification and evaluation of potential project funding sources. In particular, Consultant may:
a. Provide grant writing support to assess the project’s fit for available funds, b. Assemble required application documents,
c. Draft technical proposals, and
d. Support coordination to ensure successful application submission.
Deliverables: Funding source analysis and/or grant application materials, as needed Timeline: July to June 2027, as needed
3.2 Project Delivery Support
On an as needed basis, Consultant shall support additional tasks related to advancing project delivery as directed by the City. Potential tasks may include but are not limited to, updating the project delivery timeline, preparing stakeholder briefing materials, updating and/or further validating project capital and lifecycle cost estimates, and/or developing economic impacts analyses for the project.
Deliverables: Project delivery collateral and/or supporting analyses, as needed Timeline: July to June 2027, as needed
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Project Timeline
The schedule below summarizes Consultant’s anticipated level of activity across each task during the Phase 4 work period (July 2026 – June 2027). Project management and ongoing advisory support are sustained throughout; task-specific workstreams are concentrated during the months indicated.
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Exhibit B-3
Schedule of Fees
Proposed Budget
Consultant shall complete the scope of work described above on a time-and-materials basis, with a not-to-exceed budget of $700,000, inclusive of all professional fees and reimbursable expenses. The budget reflects Consultant’s best estimate of the level of effort required to complete the scope as described and is allocated across tasks as shown in the table below. Consultant will invoice the City monthly based on actual hours worked at the hourly rates table below.
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