CC Resolution 13265 - Studio G Architects for E Wing Renovation and Relocation of the Campbell Adult Center Project (No. 25-LL) RESOLUTION NO.13265
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CAMPBELL
APPROVING AND AWARDING THE CONTRACT TO STUDIO G ARCHITECTS AND
AUTHORIZING AN INCREASED AMOUNT OF 258,016 AND AUTHORIZATION FOR
THE RECREATION AND COMMUNITY SERVICES DIRECTOR TO EXECUTE
CONTRACT AMENDMENTS IN AN AMOUNT UP TO $ 25,802 FOR THE
ARCHITECTURAL AND SCHEMATIC DESIGN OF THE CAMPBELL ADULT
CENTER RENOVATION PROJECT (NO. 25-LL)
WHEREAS, on June 18, 2024 the City Council approved the 2025-2029 Five Year Capital
Improvement Plan (CIP)which included the redesign and relocation of the Campbell Adult
Center and allocated $200,000 for the design process in year one; and
WHEREAS, on November 20, 2024 an RFP was posted to solicit proposals for the
architectural and schematic design of the E wing at the Campbell Community Center; and
WHEREAS, on January 10, 2025, the City Clerk received six proposals; and
WHEREAS, the six proposals were evaluated by City staff and three were determined to
be the top and were selected for in-person interviews; and
WHEREAS, staff is requesting that the City Council approve and award a contract to
Studio G Architects in the amount of$258,016 for the architectural and schematic design
of the Campbell Adult Center; and
WHEREAS, staff also requests that the City council authorize the City Manager to
execute said contract as specified in Campbell municipal Code Section 3.20.100 and
authorize the Recreation & Community Services Director to negotiate and execute
contract changes up to and within the allocation contingency amount of$25,802; and
WHEREAS,, a budget adjustment to increase the project funding by $83,818 for the
additional cost of the contract plus 10% contingency is required to award the contract in
the amount of$258,016 to Studio G Architects plus contingency of$25,802; and
NOW THEREFORE, BE IT RESOLVED that the City Council of the City of Campbell
hereby: 1) approve and award the contract to Studio G Architects in the amount of
$258,016, plus a 10% contingency of$25,802; 2) authorize the City manager to execute
said contract as specified in Campbell Municipal Code Section 3.20.100; 3) authorize the
Recreation & Community Services Director to negotiate and execute contract change
orders up to and within the allocated contingency; and 4) authorize the Finance Director
to perform associated budget adjustments for the E Wing renovation and relocation of s
Campbell Adult Center Project (No. 25-LL).
PASSED AND ADOPTED this 4th day of March 2025, by the following roll call vote:
AYES: Councilmembers: Hines, Scozzola, Furtado, Lopez
NOES: Councilmembers: None
ABSENT: Councilmembers: Bybee
APPROVED:
Sergio Lopez, Mayor
ATTE T:
Andrea Sande s, City Clerk
CITY OF CAMPBELL
CONSULTANT SERVICES AGREEMENT
This Agreement is entered into at Campbell, California on the 6th day of
March , 2025, by and between the CITY OF CAMPBELL (hereinafter referred to as
"City") and Studio G Architects, Inc. (hereinafter referred to as "Consultant").
WHEREAS, City desires to obtain consulting services for the purpose of
renovating and redesigning the E Wing to relocate the Campbell Adult Center; and
WHEREAS, Consultant represents that it has the expertise, means, and ability to
redesign the space to meet the needs of the City and its patrons;
NOW, THEREFORE, in consideration of each other's mutual promises,
Consultant and City agree as follows:
1. DUTIES OF CONSULTANT
1.1 Consultant agrees to perform services as set forth in Exhibit A - Scope of
Services, attached hereto and incorporated herein by reference, and which shall be
interpreted together and in harmony with this Agreement. In the event of any conflict
between Exhibit A and this Agreement, this Agreement shall govern, control, and take
precedence.
1.2 Consultant's project manager will meet with the City's project coordinator
prior to commencement of the project to establish a clear understanding of the working
relationships, authorities, and management philosophy of City as it relates to this
Agreement.
1.3 Consultant, working with the City, will gather available existing information
concerning the project, and shall review documents as necessary for compliance with
the project's objectives.
1.4 In performance of this Agreement by Consultant, time will be of the
essence.
1.5 Notwithstanding Section 1.4, Consultant shall not be responsible for delay
caused by activities or factors beyond Consultant's reasonable control, including delays
or by reason of strikes, work slow-downs or stoppages, or acts of God.
1.6 Consultant agrees to perform this Agreement in accordance with the
highest degree of skill and expertise exercised by members of Consultant's profession
working on similar projects under similar circumstances.
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1.7 Consultant shall cooperate in good faith with City in all aspects of the
performance of this Agreement.
1.8 In the course of the performance of this Agreement, Consultant shall act in
the City's best interest as it relates to the project.
1.9 All activities of Consultant, its employees, subcontractors and/or agents
will be carried out in compliance with all applicable federal, state, and local laws and
regulations.
1.10 The designated project manager for Consultant shall be Denise Forbes .
The Consultant's project manager shall have all the necessary authority to direct
technical and professional work within the scope of the Agreement and shall serve as
the principal point of contact with the City and the City's project coordinator. The
authorized principal of Consultant executing this Agreement for the Consultant shall
have authority to make decisions regarding changes in services, termination and other
matters related to the performance of this agreement on behalf of Consultant.
1.11 The Consultant (and its employees, agents, representatives, and
subconsultants), in the performance of this Agreement, shall act in an independent
capacity and not as officers or officials or employees or agents of the City. The City
shall not direct the work and means for accomplishment of the services and work to be
performed hereunder. The City, however, retains the right to require that work
performed by Consultant meet specific standards consistent with the requirements of
this Agreement without regard to the manner and means of accomplishment thereof.
Subcontractors shall assume all of the rights, obligations and liabilities, applicable to it
as an independent contractor hereunder. Consultant represents and warrants that it (i)
is fully experienced and properly qualified to perform the class of work and services
provided for herein, (ii) has the financial capability and shall finance its own operations
required for the performance of the work and services and (iii) is properly equipped and
organized to perform the work and services in a competent, timely and proper manner
in accordance with the requirements of this Agreement. Consultant agrees to comply
with AB5, codified at Labor Code section 2750.3, and shall indemnify, defend and hold
harmless the City, its officers, officials, directors, agents representatives, volunteers,
and employees against any claim or liability, including attorneys' fees and costs, arising
in any manner related to this Agreement that an employee, agent or others under
Consultant's supervision or control was misclassified.
1.12 This Agreement contains provisions that permit mutually acceptable
changes in the scope, character or complexity of the work if such changes become
desirable or necessary as the work progresses. Adjustments to the basis of payment
and to the time for performance of the work, if any, shall be established by a written
contract amendment (approved and executed by the City) to accommodate the changes
in work.
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2. DUTIES OF CITY
2.1 City shall furnish to Consultant all available and pertinent data and
information requested by Consultant to facilitate the preparation of the documents called
for in this Agreement. Consultant shall be entitled to reasonably rely on accuracy and
completeness of such information, provided that Consultant shall make any additional
investigation reasonably necessary to confirm such information and provide City prompt
written notice of any known or discovered defects in such data and information.
2.2 City shall provide contract administration services. City shall notify
Consultant of required administrative procedures and shall name representatives, if any,
authorized to act in its behalf..
2.3 City shall review documents submitted by Consultant and shall render
decisions pertaining thereto as promptly as reasonably possible.
3. COMPENSATION
3.1 For the full performance of the services described herein by. Consultant,
City agrees to compensate Consultant for all services and direct costs associated with
the performance of the project in an amount not to exceed $258,016, as follows:
a. Once each month, Consultant shall submit for payment by City, an itemized
invoice for services performed during the previous billing period. The invoice shall
describe the services rendered and the title of the item of work, and shall list labor hours
by personnel classification. Said invoice shall be based on all labor and direct expense
charges made for work performed on the project. Labor charges shall be in accordance
with the fee schedule found in Exhibit A of this Agreement. City shall pay Consultant for
services rendered and approved by the City within 30 days from the date the itemized
invoice is received by the City, subject to the maximum not to exceed amount specified
above and the City's right to object.
b. Direct costs are those outside costs incurred on or directly for the project, and
substantiated with invoices for the charges. Direct expenses include printing,
reproduction, and delivery charges.
3.2 If Consultant incurs other costs which are not specifically covered by the
terms of this Agreement, but which are necessary for performance of Consultant's
duties, City may approve payment for said costs if authorized in writing by the City in
advance.
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3.3 City may order changes in the scope or character of services in writing,
including decreasing the amount of Consultant's services. In the event that the work is
decreased, Consultant is entitled to full compensation for all services performed and
expenses incurred prior to receipt of notice of change. Under no conditions shall
Consultant make any changes to the work, either as additions or deductions, without the
prior written order of the City. In the event, that the City determines that a change to the
work or services from that specified in this Agreement is required, the contract time
and/or actual costs reimbursable by the City for the project may be adjusted by contract
amendment or change order to accommodate the changed work. The maximum not to
exceed total amount specified in this Article 3 (Compensation) shall not be exceeded,
unless authorized by written contract amendment or change order, approved and
executed by the City. Consultant shall obtain prior written approval for a revised fee
schedule from the City before exceeding such fee schedule. Only City's authorized
representative(s) is authorized to approve changes to this Agreement on behalf of City.
3.4 In no event, will the Consultant be reimbursed for any costs or expenses at
any rates that exceed the rates for set forth in the fee schedule found in Exhibit A.
3.5 Consultant agrees that the payments to Consultant specified in this Article
3 (Compensation) will constitute full and complete compensation for all obligations
assumed by Consultant under this Agreement. Where conflicts regarding compensation
may occur, the provisions of this section apply.
4. SUBCONSULTANTS
4.1 Consultant may not subcontract any services required under this
Agreement without the prior written consent of the City.
4.2 Consultant shall be responsible to City for the performance of any and all
subconsultants who perform work under this contract, and any acts of negligence or
misconduct on their part. Consultant is solely responsible for all payments due to
subconsultants.
4.3 Consultant shall require and verify that all subcontractors maintain
insurance meeting all of the requirements stated herein, including naming the City of
Campbell, its officers, officials, directors, agents representatives, volunteers, and
employees as additional insureds. Any modification to the insurance requirements for
subcontractors must be agreed to by the City in writing.
4.4 If at any time, the City determines any subcontractor is incompetent or
unqualified, Consultant will be notified and will be expected to immediately cancel the
subcontract.
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5. OWNERSHIP OF DOCUMENTS AND MATERIALS
All original drawings, documents, papers, data, materials, photographs, negatives and
other work products prepared by the Consultant and/or its subconsultants in the
performance of the services encompassed in this Agreement (whether in printed or
electronic format) ("project-related documents and materials") shall be the property of
the City and may be used on this project without the consent of the Consultant or its
subcontractors. City acknowledges that such drawings, documents, and other items are
instruments of professional services intended for use only on the subject project.
Consultant agrees that all copyrights which arise from creation of the Project-related
documents and materials pursuant to this Agreement shall be vested in the City and
waives and relinquishes all claims to copyright or other intellectual property rights in
favor of the City. Any project-related documents and materials related to this
Agreement shall be confidential, not to be used by the Consultant on other projects or
disclosed to any third party, except by agreement in writing by the City, or except as
otherwise provided herein. Upon the completion or termination of this Agreement for
any reason, the City shall be entitled to receive, and Consultant shall promptly provide
to the City upon request, all finished and unfinished project-related documents and
materials, produced or gathered by or on behalf of Consultant that are in Consultant's
possession, custody or control. Consultant may retain copies of said documents and
materials for its files. In the event of termination, any dispute regarding compensation
or damages shall not hinder, prevent, or otherwise impact the City's right to promptly
receive and use such documents and materials which are the sole and exclusive
property of the City.
6. TERMINATION
6.1 Notwithstanding any other provision of this Agreement, City may terminate
this Agreement at any time, with or without cause, in its sole discretion, by giving notice
in writing to Consultant not less than 30 calendar days prior to an effective
termination date. In the event of such termination, Consultant shall have the right and
obligation to immediately assemble the work then in progress for the purpose of
completing the work and turning over all materials and documents to City.
6.2 In the event of such termination, Consultant shall be compensated for all
work and services performed to the point of termination in accordance with the payment
provisions set forth in Section 3.1, unless the termination is for cause, in which event
Consultant need be compensated only to the extent required by law.
6.3 Upon notice of termination by City, the Consultant will immediately act to
not incur any additional obligations, costs or expenses, except as may be reasonably
necessary to terminate its activities. All finished or unfinished work or documents
procured or produced under the Agreement will become property of the City upon the
termination date. In the event of Consultant's failure to perform pursuant to the
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Agreement, the City reserves the right to obtain services elsewhere and Consultant will
be liable for the difference between the prices set forth in the terminated Agreement and
the actual cost to the City. Termination of the Agreement pursuant to this paragraph
shall not relieve the Consultant of any liability to City for additional costs, expenses, or
damages sustained by City due to failure of the Consultant to perform pursuant to the
Agreement. City may withhold any payments to Consultant for the purpose of setoff
until such time as the exact amount of damages due City from Consultant is
determined. After the effective date of termination, Consultant will have no further
claims against the City under the Agreement. No other compensation will be payable for
anticipated profit on unperformed services.
7. AUDIT AND INSPECTION
Consultant shall permit authorized representatives of City to inspect and audit all
data and records relating to its performance under this Agreement for a period of three
years following acceptance of the final study.
8. EQUAL EMPLOYMENT OPPORTUNITY
Consultant agrees to refrain from discriminatory employment practices on the
basis of race, religious creed, color, sex, national origin, handicap, sexual orientation,
marital status, medical condition, disability, ancestry, organizational affiliation, military or
veteran status, or any other consideration made unlawful by local, State or Federal law,
of any employee of, or applicant for employment with, such Consultant or subcontractor.
City requires Consultant to comply with all applicable Federal and State and local equal
employment opportunity laws and regulations.
9. INSURANCE AND INDEMNIFICATION
9.1 With respect to any design professional services provided by Consultant,
the Consultant agrees to indemnify, and hold harmless the City, its officers, and
employees to the fullest extent allowed by law from any and all claims, actions, causes
of action, damages, liabilities and losses, that arise out of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of the Consultant, except for any
claims, actions, causes of action, losses, damages or liabilities proximately caused by
the sole negligence or willful misconduct of City. City shall not be liable for acts
of Consultant in performing services described herein. Notwithstanding anything in this
paragraph to the contrary, any defense costs charged to the design professional under
this paragraph shall not exceed the design professional's proportionate percentage of
fault, except:
a. That in the event one or more defendants is unable to pay its share of defense
costs due to bankruptcy or dissolution of the business, the design professional shall
meet and confer with the other parties regarding unpaid defense costs in good faith
effort to agree on the allocation of those costs amongst the parties; and
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b. Where a project-specific general liability policy insures all project participants for
general liability exposures on a primary basis and also covers all design professionals
for their legal liability arising out of their professional services on a primary basis, then
there shall be no limitation on the design professional's duty to provide a defense and
cover the City's cost of defense.
With respect to all matters other than those covered by the foregoing paragraph,
Consultant agrees to indemnify, defend (with counsel reasonably satisfactory to the
City) and hold harmless the City, its officers, officials, directors, agents representatives,
volunteers, and employees to the fullest extent allowed by law from and against any and
all claims, actions, causes of action, losses, damages, liabilities and costs of every
nature, including attorneys' fees and costs (collectively, "Losses") including but not
limited to all claims, actions, causes of action, losses, damages, liabilities for property
damage, bodily injury, or death, and all costs of defending any claim, caused by or
arising out of, or alleged to have been caused by or arise out of, in whole or in part,
Consultant's performance under this Agreement, except for any claims, actions, causes
of action, losses, damages, costs or liabilities proximately caused by the sole
negligence or willful misconduct of City. City shall not be liable for acts of Consultant in
performing services described herein.
In no event shall this section be construed to require indemnification by the Consultant
to a greater extent than permitted under the public policy of the State of California; and
in the event that this contract is subject to California Civil Code section 2782(b), the
foregoing indemnity provisions shall not apply to any liability for the active negligence of
the City.
The defense and indemnity provisions obligations of this Agreement are undertaken in
addition to, and shall not in any way be limited by the insurance obligations contained in
this Agreement. The foregoing indemnity provisions are intended to fully allocate the
parties' risk of liability to third-parties; and there shall be no rights to indemnity or
contribution, in law or equity or otherwise between the parties that are not set forth in
this section. Consultant waives all rights to subrogation for any matters covered by the
provisions of this section. Consultant's responsibility for such defense and indemnity
obligations as set forth in this section shall survive the termination or completion of this
Agreement for the full period of time allowed by law.
9.2 Consultant shall maintain insurance conforming to the following specifications to
the fullest amount allowed by law for a minimum of three (3) years following the
termination or completion of this Agreement:
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A. Types of Coverage
The policies shall afford the following types of coverage:
1. Commercial General Liability;
2. Automotive;
3. Workers' Compensation and Employer Liability; and
4. Professional Liability and/or Errors and Omissions
B. Minimum Scope of Insurance
Coverage shall be at least as broad as:
1. For Commercial General Liability: Insurance Services Office (ISO)
CGL Form 00 01 11 85; and
2. For Automotive Liability: ISO CA 00 01 06 92 including symbol
1(any auto); and
3. For Workers' Compensation: insurance as required by the Labor
Code of the State of California and Employer's Liability insurance;
and
4. For Professional Liability and/or Errors and Omissions: insurance
covering negligence committed by or on behalf of Consultant in
rendering services to City.
C. Minimum Limits of Insurance
Consultant shall maintain limits no less than:
1. General Liability: $1,000,000 combined single limit per occurrence
for bodily, personal injury and property damage. If Commercial General Liability
Insurance or other form with a general aggregate limit is used, either the general
aggregate limit shall apply separately to this project/location or the general
aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: $1,000,000 combined single limit per accident
for bodily injury and property damage.
3. Workers' Compensation and Employer's Liability: Workers'
Compensation limits as required by the Labor Code of the State of California and
Employer's Liability limits of $1,000,000 per accident. The Worker's
Compensation policy must be endorsed with a waiver of subrogation in favor of
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the City for all work performed by the Consultant and its employees.
4. Professional Liability and/or Errors and Omissions: $1,000,000 per
claim and $2,000,000 in the annual aggregate.
The limits of insurance required in this Agreement may be satisfied by a
combination of primary and umbrella or excess insurance. Any umbrella or
excess insurance shall contain or be endorsed to contain a provision that such
coverage shall also apply on a primary and non-contributory basis for the benefit
of City (as agreed to in this Agreement) before the City's own insurance or self-
insurance shall be called upon to protect it as a named insured.
D. Deductible and Self-Insured Retention
Any deductibles or self-insured retention must be declared to and
approved by the City, and shall not reduce the limits of liability. At the option of
the City, either: the insurer shall reduce or eliminate such deductibles or self-
insured retention as respects the City, its agents, officers, attorneys, employees,
officials and volunteers; or the Consultant shall procure a bond guaranteeing
payment of losses related to investigations, claim administration, and defense
expenses. Policies containing any self-insured retention provision shall provide or
be endorsed to provide that the self-insured retention may be satisfied by either
the named insured or the City.
E. Other Insurance Provisions
The policies are to contain, or be endorsed to contain, the following
provisions:
1. General Liability and Automobile Liability Coverage:
a. The City, its agents, officers, attorneys, employees, officials
and volunteers are to be covered as additional insureds as respects:
liability arising out of this Agreement performed by or on behalf of the
Consultant, products and completed operations of the Consultant,
premises owned, occupied or used by the Consultant, or automobiles
owned, leased, hired or borrowed by the Consultant. It is a requirement of
this Agreement that any available insurance proceeds broader than or in
excess of the specified minimum insurance coverage requirements and/or
limits set forth in this Agreement shall be available to the City as an
additional insured. Furthermore, the requirements for coverage and limits
shall be (1) the minimum coverage limits specified in this Agreement, or (2)
the broader coverage and maximum limits of coverage of any insurance
policy or proceeds available to the named insured, whichever is affords
greater coverage.
b. The Consultant's insurance coverage shall be primary
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insurance as respects the City, its agents, officers, attorneys, employees,
officials and volunteers. Any insurance or self-insurance maintained by the
City, its agents, officers, attorneys, employees, officials and volunteers
shall be excess of the Consultant's insurance and shall not contribute with
it.
c. Any failure to comply with reporting provisions of the policies
shall not affect coverage provided to the City, its agents, officers,
attorneys, employees, officials, and volunteers.
d. The Consultant's insurance shall apply separately to each
insured against whom claim is made or suit is brought except with respect
to the limits of the insurer's liability.
2. Workers' Compensation and Employer's Liability Coverage: The
insurer shall agree to waive all rights of subrogation against the
City, its agents, officers, attorneys, employees, officials, and
volunteers for losses arising from work performed by the Consultant
for the City.
3. All Coverages: Any unintentional failure to comply with reporting
provisions of the policies shall not affect coverage provided to the
City; and unless otherwise approved by the City, each insurance
policy required by this clause shall be endorsed to state that
coverage shall not be canceled by either party, except after thirty
(30) days prior written notice by regular mail has been given to the
City, or ten (10) days for cancellation for non-payment of premium.
F. Suspension or Cancellation
If any of the coverages required by this Agreement should be suspended,
voided, cancelled or reduced in coverage during the term of this Agreement, Consultant
shall immediately notify City and replace such coverage with another policy meeting the
requirements of this Agreement.
G. Subcontractors
Consultant agrees that any and all contracts with subcontractors for performance
of any matter under this Agreement shall require the subcontractors to comply with the
same indemnity and insurance requirements set forth in this Agreement to the extent
that they apply to the scope of the subcontractors' work. Subcontractors are to be
bound to contractor and to City in the same manner and to the same extent as the
Consultant is bound to City under this Agreement. Subcontractors shall further agree to
include these same provisions with any sub-subcontractor. A copy of this Agreement
will be furnished to the subcontractor on request. The Consultant shall require all
subcontractors to provide a valid certificate of insurance and the required endorsements
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included in the Agreement prior to commencing any work, and will provide proof of
compliance to the City.
H. Acceptability of Insurers
Without limiting Consultant's indemnification provided hereunder, the
policies of insurance listed in Article 9.2 of this Agreement are to be issued by an
issuer with a current A.M. Best Rating of A:V and who is authorized to transact
business in the State of California, unless otherwise approved by the City.
Verification of Coverage
Consultant shall furnish the City with endorsements and certificates of
insurance evidencing coverage required by this clause. The certificates for each
insurance policy are to be signed by a person authorized by that insurer to bind
coverage on its behalf. The certificates are to be on forms acceptable to the City.
Where required by statue, forms approved by the Insurance Commissioner are to
be submitted. All certificates are to be received and approved by the City before
work commences.
J. Special Risks/Circumstances
City reserves the right to modify these requirements, including limits,
based on the nature of the risk, prior experience, insurer, coverage, or other
special circumstances and provide notice to Consultant.
10. MISCELLANEOUS
10.1 This Agreement shall be binding on the heirs, executors, assigns and
successors of Consultant.
10.2 Neither party may assign this Agreement, or any portion hereof, without
the prior written consent of the other.
10.3 This Agreement shall not be construed to alter, affect, or waive any lien or
stop notice rights, which Consultant may have for the performance of services pursuant
to this Agreement.
10.4 Neither party's waiver of any term, condition or covenant, or breach of any
term, condition or covenant shall be construed as the waiver of any other term,
condition or covenant or waiver of the breach of any other term, condition or covenant.
10.5 This Agreement contains the entire Agreement between City and
Consultant relating to the project and the provision of services to the project. Any prior
agreements, promises, negotiations, or representations not expressly set forth in this
Agreement are of no force or effect. Subsequent modifications to this Agreement shall
be in writing and signed by both City and Consultant.
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10.6 If any term, condition or covenant of this Agreement is held by a court of
competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of
this Agreement shall be valid and binding on City and Consultant.
10.7 This Agreement shall be governed and construed in accordance with the
laws of the State of California.
10.8 All changes or amendments to this Agreement must be in writing and
approved by all parties.
10.9 The initial contract term shall commence upon execution of the contract by
the City and shall be for a one year period, unless terminated sooner in accordance
with the contract. Any extension of the Agreement shall be mutually agreed upon in
writing and shall require an amendment to the Agreement signed by both parties.
10.10 Consultant owes the City a duty of undivided loyalty in performing the work
and services under this Agreement, including, but not limited to, the obligation to refrain
from having economic interests and/or participating in activities that conflict with the
City's interests in respect to the work and/or services and project. The Consultant shall
list current clients who may have a financial interest in the outcome of this Agreement.
The Consultant hereby certifies that it does not now have, nor shall it acquire any
financial or business interest that would conflict with the performance of services under
this agreement. Consultant shall not make or participate in making or in any way
attempt to use Consultant's position to influence a governmental decision in which
Consultant knows or has reason to know Consultant has a direct or indirect financial
interest other than the compensation promised by this Agreement. Consultant will
immediately advise the City if Consultant learns of a financial interest of Consultant's
during the term of this Agreement.
10.11 City is a public agency subject to the disclosure requirements of the
California Public Records Act ("CPRA"). If Consultant's proprietary information is
contained in documents or information submitted to City, and Consultant claims that
such information falls within one or more CPRA exemptions, Consultant must clearly
mark such information "Confidential and Proprietary," and identify the specific lines
containing the information. In the event of a request for such information, City will make
best efforts to provide notice to Consultant prior to such disclosure. If Consultant
contends that any documents are exempt from the CPRA and wishes to prevent
disclosure, it is required to obtain a protective order, injunctive relief or other appropriate.
remedy from a court of law in Santa Clara County before the City is required to respond
to the CPRA request. If Consultant fails to obtain such remedy within the time the City is
required to respond to the CPRA request, City may disclose the requested information
without any liability to Consultant. Consultant further agrees that it shall defend,
indemnify and hold City harmless against any claim, action or litigation (including but not
limited to all judgments, costs, and attorney's fees) that may result from denial by City of
a CPRA request for information arising from any representation, or any action (or
inaction), by the Consultant.
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10.12 Neither party hereto shall be considered in default in the performance of its
obligation hereunder to the extent that the performance of any such obligation is
prevented or delayed by an act of God, natural disaster, pandemic, acts of terrorism,
war, or other peril, which is beyond the reasonable control of the affected party and
without the negligence of the respective Parties. Each party hereto shall give notice
promptly to the other of the nature and extent of any Force Majeure claimed to delay,
hinder or prevent performance of the services under this Agreement. Each Party will,
however, make all reasonable efforts to remove or eliminate such a cause of delay or
default and will, upon the cessation of the cause, diligently pursue performance of its
obligations in this Agreement. In the event either party is prevented or delayed in the
performance of its respective obligation by reason of such Force Majeure, there may be
an equitable adjustment of the schedule and Consultant compensation based on City's
sole discretion.
10.13 Except as City may specify in writing, Consultant shall have no authority,
express or implied, to act on behalf of City in any capacity whatsoever as an agent.
Consultant shall have no authority, express or implied, pursuant to this Agreement to
bind City to any obligation whatsoever.
10.14 Consultant warrants that Consultant, its subcontractors and/or agents (if
any) has/have complied with any and all federal, state, and local licensing requirements
10.15 Each party acknowledges that it has reviewed this Agreement and that the
normal rule of construction to the effect that any ambiguities are to be resolved against
the drafting party shall not be employed in the interpretation of this Agreement.
10.16 The signatories to this Agreement warrant and represent that each is
authorized to execute this Agreement and that their respective signatures serve to
legally obligate their respective representatives, agents, successors and assigns to
comply with the provisions of this Agreement.
10.17 This Agreement is entered into, and to be performed in Santa Clara
County, California, and any action arising out of or related to this Agreement shall be
maintained in a court of appropriate jurisdiction in Santa Clara County, California.
10.18 This Agreement may be executed in counterparts which shall, in the
aggregate, be deemed an original but all of which, together, shall constitute one and the
same instrument. A scanned, electronic, facsimile or other copy of a party's signature
shall be accepted and valid as an original.
-13-
11. NOTICES
Notices required under this Agreement may be delivered by first class mail
addressed to the appropriate party at one of the following addresses:
CITY: City of Campbell
Attention: Natasha Bissell
1 W. Campbell Ave. #C-31
Campbell, CA 95008
CONSULTANT: Studio G Architects, Inc
Attention: Kelly Simcox, Principal Architect
299 Bassett Street, Suite 250
San Jose, CA 95110
[SIGNATURES ON FOLLOWING PAGE]
-14-
Having read and understood the foregoing Agreement, the undersigned parties agree to
be bound hereby:
CONSULTANT CITY OF CAMPBELL
ByKellySlin (Mar 10,20251291PUT) By
Title Principal Architect Title City Manager
Approved as to Form
WilGia�u Se6 �m
William Seligman{MariS, uvs_e POn
City Attorney
Exhibit A - Scope of Services and Fees
-15-
Exhibit A
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January 10,2025
SCOPE OF SERVICES
STUDIO G ARCHITECTS, INC.shall provide the following professional Architectural Services for the Project:
10 PRE-DESIGN
At the outset we believe it is important to brainstorm the key approaches and concepts together, and to carry
out appropriate discovery and data collection activities, establishing clear goals and success criteria for the
project.
• Initial project kickoff meeting with City Staff to identify goals,priorities,process,and success criteria for
the project.
• Review available information about the client's mission and organization.
• Review and validation of Client provided programing documentation to define program requirements in
detail to provide a basis for design.
• Documentation of project goals and success criteria
• Field verification of existing conditions in areas of work including path of travel and parking,to support
working base plan and design concepts creation.
a Create base plan per field verification. Note that only the areas within Building E on this campus will be
site verified.
• Provide a restroom fixture count based on the size and use to determine the min. number of fixtures
needed.
• Meet with City Staff and Adult Center users to gather program information for the upgraded facility and
any Milestones or project phasing needed.
a 2 meetings estimated.
a Create meeting notes and distribute.
a Civil consultant to visit site and survey approved areas to create a site plan for use on the project and to
identify the existing grades at the location of the planned new building entrance.
20 SCHEMATIC DESIGN
The essence of this phase is the development of new designs for the key elements of the project.These will be
documented to support efficient review and decision-making.
• Preparation of up to 3 iterations of the design concepts for key areas in the space, based upon the
characteristics of the selected building,the client's standards,desires, and preferences.
• Design in 2D and 3D to facilitate design review and approval. Elements such as the new entrance will
be presented in 3D.
a Presentation of design concepts for Client and Adult Center users review(up to 3 presentations,/review
meetings)
a Final presentation of schematic design content for Client
a Refine concepts and documents based on Client review to create an approved Schematic Design
Package document.Assume 2 rounds of minor revisions. Minor is defined as 25%of total square
footage.
a Create a project work plan listing the primary members of the delivery team and all sub-consultants with
dates and descriptions of tasks.
a 3 meetings estimated.
a Create meeting notes and distribute.
At the end of this design phase,Schematic Design deliverables shall include the following:g`_` 299 Bassett St#250,
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Schematic Design Package illustrating the architectural concept(s) including:
• Floor plans showing the layouts for the Adult Center in Building E.
• A 3d view of the new entrance design.
• A list of items that are to be incorporated into the plans during the Design Development phase.
• Outline Specifications describing the type and quality of Building Systems
30 DESIGN DEVELOPMENT
The essence of this phase is the development of a documentation set that will further define the approved
schematic design.
• Coordination of drawings and design issues with Studio G design team consultants.
• Cover sheet identifying project location,zoning, construction type, existing and proposed building area,
applicable code,and general notes.
• Partial Site plan showing accessible parking, and required path of travel to the public right of way.
• Plan identifying code compliant path of travel and accessibility.
• Floor plans:demolition and proposed plans.
a Finish material schedule.
• Reflected ceiling plans:demolition and proposed plans.
• Proposed interior elevations.
• Sections and details, as needed to illustrate design concept.
• Create mood boards of the selected and approved finishes
• 2 meetings estimated.
• Create meeting notes and distribute.
• Provide a summary of task including meeting minutes/ROM pricing and project schedule.
At the end of this Design Development phase, Deliverables shall include the following:
1. A Design Development set including:
• Site Plan showing Path of travel
a Exterior elevations and 3d rendering of exterior entry
• Material selections and samples for all exterior finishes
• Existing & Proposed Floor plans &Reflected Ceiling Plans
2. A Planning Set for city review.Refer to phase:40 Entitlement/Planning for additional activities
3. fA bid set for use in preliminary pricing exercises. Refer to phase:70 Bidding for additional activities
40 ENTITLEMENT/PLANNING
Upon client's request,design development drawings will be submitted to the city for planning department
review.Scope of work for this task includes:
• Administer the planning review process.We assume this will be reviewed at a staff level.
• Prepare a select number of perspective renderings (in house Sketchup generated)
• Prepare material and finish board(s) per city requirements
• Prepare and coordinate necessary paperwork&applications
• Electronically submit a planning set to the city's Planning Department for review
• Revise design accordingly per plan check comments and respond to comments.We assume(1)round •
of comments
• Re-submit to the Planning Department.We assume(1) resubmission
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50 CONSTRUCTION DOCUMENTS
Upon approval of design development,construction documents will be prepared as required for the city permit
and construction.Construction Documents will have progressive submittals at 30%,60%, 90%and 100%and
include:
• Architectural site plan identifying accessible path of travel.
• Exiting Plan, demolition Plans,floor Plans
• Reflected ceiling Plans.
• Enlarged plans as applicable.
• Interior elevations as applicable
• Finish plans and schedules.
• Door and hardware schedule
• Window schedule
• Sections and details as applicable
• Consultant coordination
• CalGreen requirements
• Construction cost estimates
• Specifications
• 1 meeting estimated not inc.weekly project meetings.
• Create meeting notes and distribute.
• Provide a summary of task including meeting minutes/ROM pricing and project schedule.
At the end of this Construction Document phase,deliverables shall include the following:
Construction Document set including architectural and consultant drawings for permit submittal.
Please Note: Rework to drawings due to extensive value engineering changes is not included in this proposal.
60 PERMITS&APPROVALS
Upon client's request, construction drawings will be submitted to the City of Campbell for building department
review.Activities for this phase include:
• Schedule and submit a set for all proposed work,to the city's building department for review.
• Respond to plan check comments.We assume (1) round of comments.
• Update drawings to respond to city comments.Coordinate city comment responses with consultants.
70 BIDDING&PRICING
It is our assumption that this project will involve preliminary pricing after Design Development and potentially a
traditional bid process upon completion of Construction Drawings. STUDIO G ARCHITECTS, INC., will support
the Client in this process as follows:
• Issue pricing set.
• Attend a bid walk.
• Respond to requests for information(RFIs)
• Issue addenda clarifications.
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80 CONSTRUCTION ADMINISTRATION
The goal for this phase is to continue collaborating with the General Contractor and Subcontractors to meet the
project goals through the following activities:
Review construction schedule and consult with the project team on goals, milestones and deadlines.
Provide interpretations and clarifications to ensure conformance with the construction documents.
Review submittals,shop drawings, and samples for conformance with construction drawings.
Review of change orders.
Review and certify progress payments.
Participate in a final walkthrough at substantial completion,prepare and issue a punch list.
Attend weekly project meetings,including regular construction observation as needed.
Construction duration of(24)weeks is assumed for this phase
200 CIVIL
STUDIO G ARCHITECTS will retain the services of civil engineer to provide necessary drawings and documents
for this this project.
See copy of KIER +WRIGHT_Fee Proposal/Service Agreement dated 01/09/2025 is attached as
"Exhibit#1"which details their proposed scope of work and services
202 STRUCTURAL
STUDIO G ARCHITECTS will retain the services of a structural engineer to provide necessary drawings and
documents for this this project.
See copy of STRUCTURAL ENGINEERS INC (SEI) dated 12/05/2024 is attached as"Exhibit #2"which
details their proposed scope of work and services
203 MEP
STUDIO G ARCHITECTS will retain the services of mechanical/electrical/plumbing engineer to provide
necessary drawings and documents for this this project.
See copy of ALPHATECH Fee Proposal/Service Agreement dated 01/09/2025 is attached as "Exhibit
#3"which details their proposed scope of work and services and is made part of this Agreement.
206 ESTIMATOR
STUDIO G ARCHITECTS will retain the services of an estimator to provide necessary estimates for this project.
See copy of CUMMINGS GROUP_Fee Proposal/Service Agreement dated 01/07/2025 is attached as
"Exhibit#4"which details their proposed scope of work and services.
207 SPECIFICATIONS
STUDIO G ARCHITECTS will retain the services of a specifications writer to provide necessary specification
documents for this this project.
See copy of BYUN PARTNERS Fee Proposal/Service Agreement dated 12/05/2024 is attached as
"Exhibit#5"which details their proposed scope of work and services
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COMPENSATION
STUDIO G ARCHITECTS, INC.will perform the professional services and provide the defined deliverables
associated with the scope of work identified above for the stipulated amounts shown below, to be billed
monthly on a percentage complete basis. Reimbursable fees are to be billed in addition to the labor fee.The
following represents a breakdown of our proposed fee by phase:
Pk[ ty . o BILLING, `FEE'
10 Pre-Design Fixed Fee $7,454
20 Schematic Design Fixed Fee $13,316
30 Design Development Fixed Fee $19,849
40 Entitlement/Planning Fixed Fee $4,606
50 Construction Drawings Fixed Fee $34,673
60 Permits &Approvals Fixed Fee $7,035
70 Bidding Fixed Fee $5,320
80 Construction Administration Fixed Fee $27,360
Total Architectural Fee: $119,613.00
Reimbursables T&M (Estimate) $5,980
Consultants
Civil—Kier + Wright $34,960
Structural-SEI $13,800
MEP-Alphatech $40,193
Estimator—Cummings Group $31,970
Specifications—Byun Partners $11,500
Total Consultant Fee: $132,423.00
Reimbursable expenses estimated to 5%of the overall fee.
The standard mileage rates for the use of a car(also vans, pickups or panel trucks) will be the current rate set by
the IRS.
Reimbursable expenses include: government agencies plan review fees; express courier service; large format
printing; and other direct expenses incurred in performing Work on this project.The fee for these expenses shall
be the actual expense +15%.
Consultant Fee includes a 15%markup.
Hourly rates are documented in our standard Terms and Conditions.
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City of Campbell-Adult Center Remodel Pagel 8
January 10,2025
Our goal in preparing this proposal has been to provide as comprehensive a commitment to the project as
possible.We believe this to be a full account of the tasks required to complete the project as currently defined.
However,if STUDIO G ARCHITECTS, INC.is required to perform any services in addition to those described in
this Agreement,whether by reason of substantial changes ordered by the Client,or for any reason beyond
STUDIO G ARCHITECTS, INC.'S reasonable control,STUDIO G ARCHITECTS, INC.will be entitled to receive
payment for such additional services in accordance with rates provided for additional services under the
Proposal.STUDIO G ARCHITECTS, INC.will not be obligated to perform these additional services until it
receives authorization in writing from the Client.
Please find attached a copy of our standard Terms and Conditions, including our hourly rate schedule. Upon
your review and acceptance, please forward a signed copy of this proposal to my attention at my email address:
kelly@studiogarchitectsinc.com
Should you have any questions, or if I can be of further assistance,feel free to contact me at any time.STUDIO
G ARCHITECTS, INC.is very appreciative of the opportunity to work with you,and as such is open to discussing
this proposal and services relative to your needs.This proposal is valid for 30 days.Thank you for the
opportunity to provide a proposal for your project.
Sincerely,
Kelly Simcox
Principal Architect
STUDIO G ARCHITECTS, INC.
ACCEPTED BY:
City of Campbell Studio GArchitects,Inc.
Company Name Company Name
f w� 03/14/2025 01/10/2025
Signature Date Signature Date
Brian Loventhal Kelly Simcox
Name Name
City Manager Principal Architect
Title Title
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EXCLUSIONS
The following items are not part of Basic Services, but may be provided as an Additional Service if requested
and authorized by the Client:
Acoustical design and vibration analysis Legal description
Alta boundary,topographic and utility survey Life Safety design
Arborist report Lighting design
Archeological site assessment Mapping: Parcel Map, Lot Merger, Plat and
Architectural Review Committee submittals Descriptions
Audio/visual design Mold abatement
Commercial kitchen design Noise report
Commissioning Offsite street improvement plan
Construction documents for offsite Photorealistic renderings
improvements Planning department submittals or review
Contamination mitigation Process engineering
Contamination or hazardous material location Record documents
identification Regional Health Department permitting of
Dry utility design services cooking facilities
Energy evaluation and conservation studies Security system design
Environmental impact reports Seismic analysis and engineering
Equipment Plans—existing and new Signage permits and construction documents
Existing condition high definition laser Site lighting
scanning Site survey
Fees—city, county, permit regulatory, LEED Soil testing data and foundation
registration recommendations
Field survey and scanning of the roof Storm water pollution plan
Fire alarm, telecom I data Telecommunications,telephone,data network
Fire protection engineering design
Fire sprinkler system Title 24 building envelope energy calculations
Full boundary and topographic survey Title report
Furnishings,fixtures and equipment Traffic study/report
Geological survey Tree removal applications
Hazardous material/chemical consultant Utility extension plans
Historic report Value engineering
Historic committee submittals Work due to constructed conditions not in
Landscape Architecture accordance with contract documents
Lead and Asbestos survey Work due to existing conditions uncovered
LEED checklist(if required, LEED consultant during construction
mustbe contracted)
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CLIENT REQUIREMENTS
1. The Client will provide STUDIO G ARCHITECTS access to the site and existing facilities for field and
inventory activities. -
2. The Client shall designate a representative authorized to act on the Client's behalf with respect to the
Project.
3. The Client or such designated representative shall render decisions in a timely manner pertaining to
documents submitted by STUDIO G ARCHITECTS in order to avoid unreasonable delay in the orderly and
sequential progress of STUDIO G ARCHITECTS services.
4. The Client shall provide full information in a timely manner regarding requirements for and limitations on the
Project,including a written program which shall set forth the Client's objectives,schedule,constraints and
criteria, including space requirements and relationships.
5. The Client shall provide copies of existing construction documents,exhibits, records and data pertinent to
the project.
6. The Client will provide sign-offs in accordance with scope of work and schedule requirements.
7. The Client shall furnish the services of consultants when such services are requested by STUDIO G
ARCHITECTS, INC. and are reasonably required by the scope of the Project.
8. The services,information,surveys and reports required by the Project will be furnished at the Client's
expense, and STUDIO G ARCHITECTS shall be entitled to rely upon the accuracy and completeness
thereof.
9. The Client shall furnish structural, mechanical,and chemical tests;tests for air and water pollution;tests for
hazardous materials;and other laboratory and environmental tests, inspections and reports required by law
or the Contract Documents.
10. The Client shall provide prompt written notice to STUDIO G ARCHITECTS if the Client becomes aware of
any fault or defect in the Project, including any errors,omissions or inconsistencies in STUDIO G
ARCHITECTS, INC. documentation.
11. The Client will pay for all City and other miscellaneous fees required to submit and complete the Project.
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ASSUMPTIONS
1. All existing site conditions and accessible parking spaces are assumed to conform with current code
compliance, including accessible parking, accessible walkways and accessible public walkways. No
modification to any existing accessible parking and Path of Travel is included in our scope of work. If any
non-conformities are found, STUDIO G ARCHITECTS shall issue an add service to meet code requirements.
2. We cannot provide the size, location or capacity of any Structural, Mechanical, Plumbing, or Electrical
information on the systems of the facility. Upon completion of the Architectural review and inventory of the
facility, all disciplines may use the architectural review as a basis for development of their own respective
reviews.
3. The architectural site plan will be limited to information required for exiting,path of travel to the public right
of way,and accessible parking for pricing and planning purposes.
4. Design and permitting for building addresses, monuments,wayfinding or super graphics are not included in
this proposal and must be submitted under a separate permit to the city by others.
5. We assume proposed use is allowed per current zoning and applicable Code and City amendment
requirements. If proposed use triggers a`change in use',additional submittals or documentation required
would be considered additional services and are not included in this proposal at this time.
6. Should any construction begin prior to obtaining a Building Permit,the Client acknowledges that the
Construction is at risk.The possibility of redesign and modification to the in-place construction is a
possibility.
7. Rework to drawings due to extensive value engineering changes is not included in this proposal.
8. Additional meetings beyond those specified,shall be attended per Client's request, and billed on an hourly
basis per our Hourly Rate Schedule below.
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TERMS AND CONDITIONS
Capitalized words are defined in the Definitions section at the end of this Terms and Conditions.
BILLING
Progress invoicing is monthly and payment is expected within 30 days of the date of the invoice.All fees unpaid
after 60 days will accrue interest at a rate of 1 1/2%per month (18%per annum). If any amounts due under this
contract remain unpaid for a period of 60 days beyond the date of invoice,Architect reserves the right upon 5
days'written notice to cease all work under this Agreement until any and all invoices are paid in full.Additionally,
if the client has had, on more than one occasion, invoices that have been in excess of 60 days,the Architect
may,with seven days'written notice,terminate this Agreement.
HOURLY RATES(2023)
Principal S250.00
Director S215.00
Senior Project Architect S190.00
Project Architect S180.00
Senior Project Manager S190.00
Project Manager S175.00
Senior Designer $175.00
Senior Job Captain $160.00
Job Captain $145.00
Intermediate Designer $135.00
Designer $125.00
Administrative Support $100.00
ADA COMPLIANCE
The Americans with Disabilities Act(ADA) requires the removal of architectural barriers in existing facilities where
removal is readily achievable.The Client acknowledges that the definition of'readily achievable"contained in
the ADA is flexible and subject to interpretation on a case-by-case basis.The requirements of the ADA will
therefore be subject to various and possible contradictory interpretations.STUDIO G ARCHITECTS, INC.will
use its reasonable professional efforts and judgment to interpret applicable ADA requirements and to advise the
Client as to the modifications to the Client's facility that may be required to comply with the ADA.STUDIO G
ARCHITECTS,INC. cannot and does not warrant or guarantee that the Client's facility will fully comply with
interpretations of ADA requirements by regulatory bodies or court decisions.
OWNERSHIP OF DOCUMENTS
The Client acknowledges and agrees that the Documents may be used only for this Project.The parties agree
that the Design Team will be the author of the Documents and will retain all common law,statutory and other
reserved rights, including copyright. Upon request,the Client will be provided with reproducible copies of the
Documents.
The Client will not use or authorize any person to use the Documents for anything other than the Project.The
Client will indemnify and hold harmless the Design Team, its officers, directors, employees, agents, contractors,
sub-contractors, consultants and sub-consultants against claims,damages,losses and expenses,including but
not limited to attorney's fees, arising out of the unauthorized use of the Documents.
CONSTRUCTION ADMINISTRATION
The Consultant shall visit the site at intervals appropriate to the stage of construction,or as otherwise agreed in
writing by the Client in order to observe the progress and the quality of the Work completed by the Contractor.
Such visits are not intended to be an exhaustive check or a detailed inspection of the Contractor's work but
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rather are to allow the Architect, as an experienced professional,to become generally familiar with the Work in
progress and to determine, in general, if the Work is proceeding in accordance with the Contract Documents.
STUDIO G ARCHITECTS, INC. understands that the plans will be developed for a knowledgeable contractor.
Construction administration by an Architect or an independent inspector is necessary to achieve satisfactory
results. If the client chooses not to include Construction Administration as part of STUDIO G ARCHITECTS,
INC.'s Scope of Services,the client will defend, indemnify, and hold harmless,STUDIO G ARCHITECTS, INC.
from any demand,claim, action or proceeding whatsoever,including but not limited to all payments, expenses,
or cost involved,arising from or alleged to have arisen from the contractor's work to conform to the design intent
and the contract documents.
ASSIGNMENT
Neither party to this Agreement will transfer,sublet or assign any rights under or interest in this Agreement
(including but not limited to monies that are due or monies that may be due)without the prior written consent of
the other party.
WAIVERS
No act,failure, or delay by any party will constitute a waiver of any of its rights and remedies. Each party will
retain the right to enforce any provision of this Agreement.
LIMITATION OF LIABILITY
In recognition of the relative risks and benefits of the Project to both the Client and the Design Team,the total
aggregate liability of the Design Team to the Client and to all construction contractors and sub-contractors on
the Project for any and all claims, losses, costs, expenses or damages of any nature whatsoever arising out of or
in any way connected with the performance of this Agreement or the services provided under this Agreement is
hereby limited to$100,000 or the amount paid by the Client under this Agreement,whichever is less.This
limitation applies to all liability, including, but not limited to, negligence, professional errors or omissions,strict
liability, breach of contract or warranty claims.
The Client will,to the fullest extent permitted by law and subject to the limit set for in the previous paragraph,
indemnify and hold harmless the Design Team and its officers, directors, employees,agents, contractors,sub-
contractors, consultants and sub-consultants from all losses,claims,demands,damages, assessments,
reasonable attorney's fees, costs and expenses arising out of or in any way connected with the performance of
this Agreement by the Design Team except to the extent such damages, liabilities or costs are caused by the
sole negligence or willful misconduct of the Design Team or any of its members.
The Design Team will not be responsible for, have authority over,or be subject to any liability for construction,
construction supervision or observation of construction means, methods,techniques, or safety measures.
SEVERABILITY
If any provision of this Agreement is held to be invalid or unenforceable,the remainder of the provisions will
remain in full force and effect.
COMPLIANCE WITH LAWS
The Client and STUDIO G ARCHITECTS, INC.shall comply with the provisions of the applicable federal, state,
county and local laws, ordinances, regulations and codes.
NOTICES
Any notice,demand or request required or permitted to be given under the provisions of this Agreement must
be in writing and will be deemed to have been duly delivered on the date of personal delivery or on the date of
mailing if mailed by registered or certified mail, postage prepaid and return receipt requested to the other peril"
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at the address set forth in this Agreement, unless either party gives written notice to the other party of a change
of address.
FORCE MAJEURE
Neither party will be liable for delays or failure to meet its obligations under this Agreement due to causes
beyond the party's reasonable control,provided the non-performing party promptly notifies the other party of
the nonperformance and takes all reasonable steps to recommence performance promptly.
SURVIVAL
Notwithstanding anything else in this Agreement,all rights and obligations of the parties,specifically including,
but not limited to,those set forth in the Section entitled "Ownership of Documents'and any other terms,which
by the specific language or by reasonable implication are to continue beyond the term of this Agreement, will
survive the expiration or termination of this Agreement.
APPLICABLE LAW
This Agreement will be governed by and construed in accordance with the laws of the State of California.
HAZARDOUS MATERIALS
It is acknowledged by both parties that the services to be provided by STUDIO G ARCHITECTS, INC. under this
Agreement do not include any services related to asbestos or hazardous or toxic materials. In the event
STUDIO G ARCHITECTS, INC.or any other party encounters asbestos or hazardous or toxic materials at the
Project site, or it becomes known in any way that such materials may be present at the Project site or any
adjacent areas that may affect the performance of STUDIO G ARCHITECTS, INC.'s service,STUDIO G
ARCHITECTS,INC.may, at its option and without liability for consequential or any other damages,suspend
performance of its services on the Project until the Client retains appropriate specialty consultants or contractors
to identify, abate and/or remove the asbestos, hazardous, or toxic materials,and such specialty consultants or
contractors warrant in writing that the Project site is in full compliance with applicable laws and regulations.
WARRANTY OF CONDITIONS
STUDIO G ARCHITECTS, INC.will not be required to execute any document that would result in the certifying,
guaranteeing and warranting of concealed conditions whose existence cannot be ascertained by STUDIO G
ARCHITECTS, INC.at the Project site.
CHANGES AND ADDITIONAL SERVICES
If STUDIO G ARCHITECTS, INC. is required to perform any services in addition to those described in this
Agreement,whether by reason of substantial changes ordered by the Client, or for any reason beyond STUDIO
G ARCHITECTS, INC.'s reasonable control,STUDIO G ARCHITECTS, INC.will be entitled to receive payment for
such additional services in accordance with rates provided for additional services under the Proposal.STUDIO
G ARCHITECTS, INC.will not be obligated to perform these additional services until it receives authorization in
writing from the Client.
CALIFORNIA ARCHITECTURAL REGISTRATION
Pursuant to the California Architectural Practice Act, Business&Professions Code Section 5536.22,any contract
for architectural services must contain the name and license number of the architect providing the architectural
services.
The following architects,who are licensed in good standing in the State of California,may be providing services
on the Project,and may seal and sign any required documentation:
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Kelly A. Simcox License#C-27062 Expires 01-15-25
Architects are licensed and regulated by the California Architects Board located at 2420
Del Paso Road, Suite 105, Sacramento, CA 95834.
MEDIATION
The Parties agree to mediate any dispute or claim arising between them out of this Agreement, except for the
nonpayment of any invoice by the Client, before resorting to any lead or equitable action or proceeding. The
mediation shall be conducted through JAMS at the office closest to the Project site, or if otherwise mutually
agreed to by the Parties, through any other mediator or mediation provider or service. Mediation fees shall be
divided equally among the Parties involved,and shall be recoverable under the prevailing party attorney fees
clause. If,for any dispute or claim to which this paragraph applies, any Party(i) commences an action or
proceeding without first attempting to resolve the matter through mediation,or(ii) before commencement of an
action, refuses to mediate after a request has been made,then that Party shall not be entitled to recover
attorney fees, even if they would otherwise be available to that Party in any such action or proceeding.
The Client and STUDIO G ARCHITECTS, INC.further agree to include a similar mediation provision in all
agreements with independent contractors and consultants retained for the Project and to require all
independent contractors and consultants to include a similar mediation provision in all agreements with sub-
contractors,sub-consultants,suppliers or fabricators so retained.
AT T ORNEY'S FEES
For any dispute arising out of this Agreement, the prevailing party shall be entitled to its reasonable attorney's
fees and costs, including its experts fees and costs, if any. For the nonpayment of any invoice,STUDIO G
ARCHITECTS, INC.shall be entitled to recover its attorney's fees and costs related to the collection of payment
even if no action or proceeding is filed.
TERMINATION
Either party may terminate this Agreement at any time with or without cause upon giving the other party seven
calendar days prior written notice.The Client will within 30 calendar days of termination pay STUDIO G
ARCHITECTS, INC.for all services rendered and all costs incurred up to the date of termination, in accordance
with the Billing provisions of this Agreement.
COMPLETE AGREEMENTS
The Agreement constitutes the entire agreement between the parties pertaining to the subject matter of this
Agreement.This Agreement supersedes and cancels all prior oral and written agreements between the parties
with respect to this subject matter.This Agreement may not be changed in any way except by an instrument in
writing signed by both parties. No representations or statements of any kind made by a representative of either
party,which are not stated herein,will be binding on that party.
•
`=j 299 Bassett St.#250
c '` San Jose,CA 95110
6 j 408.283.0100
City of Campbell-Adult Center Remodel Page 116
January 10,2025
DEFINITIONS
The following terms are defined below and will have that meaning throughout the Agreement:
"Agreement"will mean the Proposal and these Terms and Conditions.
"Architect"means STUDIO G ARCHITECTS, INC.
"Owner"/"Client"means CITY OF CAMPBELL
"Design Team"means STUDIO G ARCHITECTS,INC.,and the contractors,sub-contractors, consultants and
sub-consultants used on the Project by STUDIO G ARCHITECTS,INC.
"Documents"means all drawings,specifications and other documents prepared by STUDIO G ARCHITECTS,
INC.either through its own employees or through contractors or consultants,for the Project.
"Project" means 1W.Campbell Ave., Building E, Campbell CA 95008.
"Proposal"means the attached letter dated January 10,2025 from STUDIO G ARCHITECTS, INC.to the Client,
which describes the specific architectural services for the Project.
WRITTEN CONTRACT
STUDIO G ARCHITECTS,INC.will not perform any services until a signed copy of this Agreement is returned.
This offer will remain valid for 90 days from the date first identified in the Proposal.
The Client and STUDIO G ARCHITECTS, INC.acknowledge that they have read this Agreement,including
Appendices and Addenda,if any, understand them and agree to be bound by their terms and conditions.
END OF TERMS AND CONDITIONS
299 Bassett St.#250
c San Jose,CA 95110
408.283.0100
j
Agreement_Studio G
Final Audit Report 2025-03-15 -
Created: 2025-03-07
By: Natasha Bissell(natashab@cityofcampbell.com)
Status: Signed
Transaction ID: CBJCHBCAABAA91Rf8MJbIQsT2ggWuv042K7kK11GKuWq
"Agreement_Studio G" History
5 Document created by Natasha Bissell (natashab@cityofcampbell.com)
2025-03-07-0:17:59 AM GMT
C°-, Document emailed to Kelly Simcox(kelly@studiogarchitectsinc.com)for signature
2025-03-07-0:18:05 AM GMT
,�-, Email viewed by Kelly Simcox(kelly@studiogarchitectsinc.com)
2025-03-07-6:58:02 PM GMT
do Document e-signed by Kelly Simcox(kelly@studiogarchitectsinc.com)
Signature Date:2025-03-10-7:01:22 PM GMT-Time Source:server
E, Document emailed to Brian Loventhal (brianl@campbellca.gov)for signature
2025-03-10-7:01:24 PM GMT
Email viewed by Brian Loventhal (brianl@campbellca.gov)
2025-03-14-4:35:08 PM GMT
cib Document e-signed by Brian Loventhal (brianl@campbellca.gov)
Signature Date:2025-03-14-4:35:59 PM GMT-Time Source:server
20, Document emailed to William Seligmann (bills@campbellca.gov)for signature
2025-03-14-4:36:01 PM GMT
• Email viewed by William Seligmann (bills@campbellca.gov)
2025-03-15-10:34:17 PM GMT
CSa Document e-signed by William Seligmann (bills@campbellca.gov)
Signature Date:2025-03-15-10:38:12 PM GMT-Time Source:server
O Agreement completed.
2025-03-15-10:38:12 PM GMT
Adobe Acrobat Sign
City of Campbell
Request for Budget Adjustments
Department/Program Division Date Request No.
Recreation 25-LL-Relocation of Campbell Adult Center March 4,2025 BA-16
Budget to be Reduced
Fund/Program Account Number Description Amount
Budget to be Increased
Fund/Program Account Number Description Amount
REVENUE
435.990 6999 Capital Transfer In 83,818
EXPENDITURES
435.25LL 7430 Professional Services-Architectural and Schematic Design 83,818
295.990 9999 Capital Transfer Out 83,818
REASON FOR REQUEST-BE SPECIFIC:
To appropriate an additional$83,818 towards the Relocation of the Campbell Adult Center(25-LL)project. The increase is fully
funded by Parkland Dedication Funds.
Will Fuentes Natasha Bissell Brian Loventhal
Finance Director Recreation and Comm Svcs Director City Manager