City of Simi Valley
Staff Report
September 21, 2026
To: City Council
From: Public Works Department
Jay Spurgin, Interim Public Works Director
Subject: Award contract to GP Architecture, Inc. for d esign services for the Public Service Center Shed Facility Roof Replacement P roject, CP65500019, in the amount of $88,300, and approval of a supplemental budget request in the amount of $28,300
Staff Recommendation
It is recommended that the City Council:
1. Award a professional services contract (Attachment A) to GP Architecture, Inc. in the amount of $88,300 for design services for the Public Service Center (PSC) Shed Facility Roof Replacement Project, CP65500019; and
2. Authorize a supplemental budget request and interfund transfer in the amount of $28,300 from the General Fund to the Public Service Center (PSC) Shed Facility Roof Replacement Project, CP65500019.
Background
The PSC Maintenance Building “B” is a 51-year-old building used by the City's Building, Landscape, and Street Maintenance divisions for offices, shops, and storage. The building has experienced significant structural, surface, and equipment deterioration.
Needed repairs include replacing the deteriorating exterior glulam beams that support the building, installing new protective stucco cladding to ensure long-term durability, reroofing the 4,000-square-foot roof, and upgrading the men’s and women’s restrooms to improve functionality and extend the facility’s service life.
Discussion
In 2021, GP Architecture completed the design for the rehabilitation of the PSC main building, which is adjacent to and similar to the PSC Building B, including repairs to the glulam beam and roof. GP Architecture successfully delivered Construction Documents used for th at project. GP Architecture's familiarity with the design elements, site conditions, and building deficiency issues will simplify the production of similar construction drawings and specifications. Their expertise will ensure a seamless and efficient transition into this next phase of the campus improvements at PSC.
Agenda Item No.
Consent (9)
At the request of City staff, GP Architecture provided a scope of work and a fee proposal for PSC Building B. Staff recommends utilizing the Architecture and Engineering services of GP Architecture and its subcontractors for design and construction management.
The proposed agreement is for consultant services governed by Article 3 of Chapter 9 of Title 2 of the Simi Valley Municipal Code. Staff recommends selecting GP Architecture based on the firm's prior experience with the PSC campus and its successful completion of the design and construction documents for the rehabilitation of the adjacent PSC main building. GP Architecture's familiarity with the exis ting facility, including its design elements, site conditions, and building deficiencies, provides the City with continuity and an efficient approach to the design of the PSC Building B. Selecting a firm already familiar with the facility will also help minimize the time and resources required to become familiar with existing conditions and project requirements. Under SVMC §§ 2-9.303 and 2-9.304, City Council approval is required.
Financial Impact
The total cost is $88,300.00. $60,000 is currently allocated for this project in the FY 2026- 27 Public Works budget; therefore, a supplemental budget request of $28,300 is needed to complete this design service.
City Council Priority
This Project supports the City ’s Reliable Infrastructure Pillar of Excellence, which is the City’s commitment to maintain and upgrade roads, facilities, and technology systems to ensure safe, efficient, and resilient public services.
Suggested Motion
I move to
1. Award professional services contract to GP Architecture, Inc. in the amount of $88,300 for design services for the PSC Shed Facility Roof Replacement Project, CP65500019; and
2. Authorize a supplemental budget request and interfund transfer in the amount of $28,300 from the General Fund to the PSC Shed Facility Roof Replacement Project, CP65500019.
Summary
The PSC Maintenance Building “B” is a 51- year-old building used by the City's Building, Landscape, and Street M aintenance departments for offices, shops, and storage. The building has experienced significant structural, surface, and equipment deterioration.
Needed repairs include replacing the deteriorating exterior glulam beams that support the building, installing new protective stucco cladding over the beams to ensure long- term durability, reroofing the 4,000- square-foot roof, and upgrading men’s and women’s restrooms for ADA accessibility. Staff recommends the City Council award a professional 2 services contract to GP Architecture, Inc. in the amount of $88,300 for design services for the PSC Shed Facility Roof Replacement Project, CP65500019; and authorize a supplemental budget reques t and interfund trans fer in the amount of $28,300 from the General Fund to the PSC Shed Facility Roof Replacement Project, CP65500019.
Prepared by: Romano Iglesia, Senior Engineer Technician John Hamilton, Principal Engineer
Attachments
Attachment A – Contract
3 Attachment A
AGREEMENT NO. 3270017
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF SIMI VALLEY AND
GP ARCHITECTURE, INC.
FOR PUBLIC SERVICE CENTER BUILDING B DESIGN
THIS AGREEMENT is entered into this 21st day of September 2026, by and between the CITY OF SIMI VALLEY, a municipal corporation and general law city (“CITY”) and GP ARCHITECTURE, INC , a California Corporation (“CONSULTANT”).
1. CONSIDERATION.
A. As partial consideration, CONSULTANT agrees to perform the work listed in the SCOPE OF SERVICES, below;
B. As additional consideration, CONSULTANT and CITY agree to abide by the terms and conditions contained in this Agreement;
C. As additional consideration, CITY agrees to pay CONSULTANT a sum not to exceed e ighty-eight thousand three hundred dollars ($88,300) for CONSULTANT’s services. CITY may modify this amount as set forth below. Unless otherwise specified by written amendment to this Agreement, CITY will pay this sum as specified in the attached Exhibit “ A,” which is incorporated by reference.
2. SCOPE OF SERVICES.
A. CONSULTANT will perform services listed in the attached Exhibit “B,” which is incorporated by reference.
B. CONSULTANT will, in a professional manner, furnish all of the labor, technical, administrative, professional and other personnel, all supplies and materials, equipment, printing, vehicles, transportation, office space and facilities, and all tests, testing and analyses, calculation, and all other means whatsoever, except as herein otherwise expressly specified to be furnished by CITY, necessary or proper to perform and complete the work and provide the professional services required of CONSULTANT by this Agreement.
3. PERFORMANCE STANDARDS. While performing this Agreement, CONSULTANT will use the appropriate generally accepted professional standards of practice existing at the time of performance utilized by persons engaged in providing similar services. CITY will continuously monitor CONSULTANT’s services. CITY will notify CONSULTANT of any deficiencies and CONSULTANT will have fifteen (15) days after such notification to 4 City of Simi Valley
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cure any shortcomings to CITY’s satisfaction. Costs associated with curing the deficiencies will be borne by CONSULTANT.
4. PAYMENTS. CITY will pay CONSULTANT in accordance with the schedule of fees in Exhibit “ A”. For CITY to pay CONSULTANT as specified by this Agreement, CONSULTANT must submit a detailed invoice to CITY which lists the hours worked and hourly rates for each personnel category and reimbursable costs (all as set forth in Exhibit “B”) the tasks performed, the percentage of the task completed during the billing period, the cumulative percentage completed for each task, the total cost of that work during the preceding billing month and a cumulative cash flow curve showing projected and actual expenditures versus time to date.
5. NON-APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of the CITY. In the event the CITY has not appropriated sufficient funds for payment of CONSULTANT services beyond the current fiscal year, this Agreement will cover only those costs incurred up to the conclusion of the current fiscal year.
6. ADDITIONAL WORK.
A. CITY’s City Manager (“Manager”) may determine, at the Manager’s sole discretion, that CONSULTANT must perform additional work (“Additional Work”) to complete the Scope of Work. If Additional Work is needed, the Manager will give written authorization to CONSULTANT to perform such Additional Work.
B. If CONSULTANT believes Additional Work is needed to complete the Scope of Work, CONSULTANT will provide the Manager with written notification that contains a specific description of the proposed Additional Work, reasons for such Additional Work, and a detailed proposal regarding cost.
C. Payments over $ 88,300 for Additional Work must be approved by CITY’s City Council, Manager or Department Head as provided in title 2, chapter 9 of CITY’s municipal code. All Additional Work will be subject to all other terms and provisions of this Agreement.
7. FAMILIARITY WITH WORK.
A. By executing this Agreement, CONSULTANT agrees that it has:
i. Carefully investigated and considered the scope of services to be performed;
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ii. Carefully considered how the services should be performed; and
iii. Understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement.
B. If services involve work upon any site, CONSULTANT agrees that CONSULTANT has or will investigate the site and is or will be fully acquainted with the conditions there existing, before commencing the services hereunder. Should CONSULTANT discover any latent or unknown conditions that may materially affect the performance of the services, CONSULTANT will immediately inform CITY of such fact and will not proceed except at CONSULTANT’s own risk until written instructions are received from CITY.
8. TERM. The term of this Agreement will be from September 21, 2026 to September 20, 2027. Unless otherwise determined by written amendment between the parties, this Agreement will terminate in the following instances:
A. Completion of the work specified in Exhibit “B”;
B. Termination as stated in Section 16.
9. TIME FOR PERFORMANCE.
A. CONSULTANT will not perform any work under this Agreement until:
i. CONSULTANT furnishes proof of insurance as required under Section 23 of this Agreement; and
ii. CITY gives CONSULTANT a written notice to proceed.
B. Should CONSULTANT begin work on any phase in advance of receiving written authorization to proceed, any such professional services are at CONSULTANT’s own risk.
10. TIME EXTENSIONS . Should CONSULTANT be delayed by causes beyond CONSULTANT’s control, CITY may grant a time extension for the completion of the contracted services. If delay occurs, CONSULTANT must notify the Manager within forty- eight hours (48 hours), in writing, of the cause and the extent of the delay and how such delay interferes with the Agreement’s schedule. The Manager will extend the completion time, when appropriate, for the completion of the contracted services.
11. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the attached Exhibits; this 6 City of Simi Valley
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Agreement supersedes any conflicting provisions. Any inconsistency between the Exhibits will be resolved in the order in which the Exhibits appear below:
Exhibit A: Fee Proposal
Exhibit B: Scope of Services
The parties acknowledge that Exhibit B defines the Scope of Services. Any material change to the Scope of Services will be handled under Sections 6 and 12 of this Agreement.
12. CHANGES. CITY may order changes in the services within the general scope of this Agreement, consisting of additions, deletions, or other revisions, and the contract sum and the contract time will be adjusted accordingly. All such changes must be authorized in writing, executed by CONSULTANT and CITY. The cost or credit to CITY resulting from changes in the services will be determined in accordance with written agreement between the parties.
13. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a Taxpayer Identification Number.
14. PERMITS AND LICENSES . CONSULTANT, at its sole expense, will obtain and maintain during the term of this Agreement, all necessary permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement.
15. WAIVER. CITY’s review or acceptance of, or payment for, work product prepared by CONSULTANT under this Agreement will not be construed to operate as a waiver of any rights CITY may have under this Agreement or of any cause of action arising from CONSULTANT’s performance. A waiver by CITY of any breach of any term, covenant, or condition contained in this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement, whether of the same or different character.
16. TERMINATION.
A. Except as otherwise provided, CITY may terminate this Agreement at any time with or without cause.
B. CONSULTANT may terminate this Agreement at any time with CITY’s mutual consent. Notice will be in writing at least thirty (30) days before the effective termination date.
C. Upon receiving a termination notice, CONSULTANT will immediately cease performance under this Agreement unless otherwise provided in the termination notice. Except as otherwise provided in the termination notice, 7 City of Simi Valley
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any additional work performed by CONSULTANT after receiving a termination notice will be performed at CONSULTANT'’ own cost; CITY will not be obligated to compensate CONSULTANT for such work.
D. Should termination occur, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports and other materials prepared by CONSULTANT will, at CITY’s option, become CITY’s property, and CONSULTANT will receive just and equitable compensation for any work satisfactorily completed up to the effective date of notice of termination, not to exceed the total costs under Section 1(C).
E. Should the Agreement be terminated pursuant to this Section, CITY may procure on its own terms services similar to those terminated.
F. By executing this document, CONSULTANT waives any and all claims for damages that might otherwise arise from CITY’s termination under this Section.
17. OWNERSHIP OF DOCUMENTS; EXCEPTIONS; WARRANTY. Except as otherwise provided below, all documents, data, studies, drawings, maps, models, photographs and reports prepared by CONSULTANT (collectively, “Documents”) under this Agreement are CITY’s property. CONSULTANT may retain copies of such Documents as desired but will deliver all original materials to CITY upon CITY’s written notice. CITY agrees that use of CONSULTANT’s completed work product, for purposes other than identified in this Agreement, or use of incomplete work product, is at CITY’s own r isk. CONSULTANT warrants that all Documents it drafts and completes pursuant to this Agreement constitutes original work. Specifically, CONSULTANT understands and agrees that use of artificial intelligence (AI) tools including, without limitation, ChatGPT, Microsoft’s Bing Chat, Google’s Bard, and Meta’s LLaMA (Large Language Model Meta AI), in the performance of this Agreement does not constitute an original work, i.e., submitting Documents generated by such AI tools to CITY and representing it as CONSULTANT’s original work constitutes a material breach of this Agreement, constitutes a false claim, and may also violate applicable intellectual property right laws including, without limitation, United States Copyright Law. Accordingly, and notwithstanding any other provision of this Agreement as to ownership, CITY specifically rejects ownership of such Documents. CONSULTANT is required to indemnify and defend CITY to the fullest extent allowed by applicable law should it violate this Section.
18. PUBLICATION OF DOCUMENTS. Except as necessary for performance of service under this Agreement, no copies, sketches, or graphs of materials, including graphic art work, prepared pursuant to this Agreement, will be released by CONSULTANT to any other person or public CITY without CITY’s prior written approval. All press releases, including graphic display information to be published in newspapers or magazines, will 8 City of Simi Valley
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be approved and distributed solely by CITY, unless otherwise provided by written agreement between the parties.
19. INDEMNIFICATION.
A. CONSULTANT agrees to the following:
i. Indemnification for Professional Services. CONSULTANT will save harmless and indemnify and at CITY’s request reimburse defense costs for CITY and all its officers, volunteers, employees and representatives from and against any and all suits, actions, or claims, of any character whatever, brought for, or on account of, any injuries or damages sustained by any person or property resulting or arising from any negligent or wrongful act, error or omission by CONSULTANT or any of CONSULTANT’s officers, agents,
employees, or representatives, in the performance of this Agreement, except for such loss or damage arising from CITY’s sole negligence or willful misconduct.
ii. Indemnification for other Damages. CONSULTANT indemnifies and holds CITY harmless from and against any claim, action, damages, costs (including, without limitation, attorney’s fees), injuries, or liability, arising out of this Agreement, or its performance, except for such loss or damage arising from CITY’s sole negligence or willful misconduct. Should CITY be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, CONSULTANT will defend CITY (at CITY’s request and with counsel satisfactory to CITY) and will indemnify CITY for any judgment rendered against it or any sums paid out in settlement or otherwise.
B. For purposes of this section “CITY” includes CITY’s officers, officials, employees, agents, representatives, and certified volunteers.
C. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement.
D. The requirements as to the types and limits of insurance coverage to be maintained by CONSULTANT as required by Section 23, and any approval of said insurance by CITY, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by CONSULTANT pursuant to this Agreement, including, without limitation, to the provisions concerning indemnification.
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E. Notwithstanding any other provision of this Section 19, CONSULTANT's obligations to defend and indemnify CITY with respect to professional services shall be limited to the extent provided by California Civil Code Section 2782.8.
20. ASSIGNABILITY. This Agreement is for CONSULTANT’s professional services.
CONSULTANT’s attempts to assign the benefits or burdens of this Agreement without CITY’s written approval are prohibited and will be null and void.
21. INDEPENDENT CONTRACTOR. CITY and CONSULTANT agree that CONSULTANT will act as an independent contractor and will have control of all work and the manner in which is it performed. CONSULTANT will be free to contract for similar service to be performed for other employers while under contract with CITY.
CONSULTANT is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provides for its employees.
Any provision in this Agreement that may appear to give CITY the right to direct CONSULTANT as to the details of doing the work or to exercise a measure of control over the work means that CONSULTANT will follow the direction of the CITY as to end results of the work only.
22. AUDIT OF RECORDS. CONSULTANT will maintain full and accurate records with respect to all services and matters covered under this Agreement. CITY will have free access at all reasonable times to such records, and the right to examine and audit the same and to make transcr ipt therefrom, and to inspect all program data, documents, proceedings and activities. CONSULTANT will retain such financial and program service records for at least three (3) years after termination or final payment under this Agreement.
23. INSURANCE.
A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, CONSULTANT will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below:
Minimum Scope and Limit of Insurance
Coverage shall be at least as broad as:
Type of Insurance Limits
C ommercial general liability: $2,000,000
Professional Liability $1,000,000
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Business automobile liability $1,000,000
Workers’ compensation & Statutory requirement
Employer’s liability $1,000,000
If the CONSULTANT maintains broader coverage and/or higher limits than the minimums shown above, the CITY requires and shall be entitled to the broader coverage and/or the higher limits maintained by the CONSULTANT. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY.
The minimum insurance requirements and limits of these requirements does not in any way represent or imply that the minimum insurance coverage required is sufficient to cover the CONSULTANT ’s obligations under this Agreement. The indemnity obligations in this Agreement are not in any way limited by the minimum insurance requirements contained in this Agreement. The defense and indemnity obligations shall survive the termination or completion of this Agreement and are independent of and not in any way limited by the insurance requirements of this Agreement.
B. Commercial general liability insurance will meet or exceed the requirements of the most recent ISO-CGL Form. The amount of insurance set forth above will be a combined single limit per occurrence for products and completed operations, bodily injury, personal and advertising injury, and property damage for the policy coverage. Liability policies will be endorsed to name City of Simi Valley , its boards, officers, agents, officials, volunteers and employees as “additional insureds” under said insurance coverage and to state that such insurance will be deemed “primary and non-contributory” such that any other insurance that may be carried by CITY will be excess thereto. Such endorsement must be reflected on ISO Form No. CG 20 10 11 85 or 88, or equivalent. Such insurance will be on an “occurrence,” not a “claims made,” basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to CITY.
C. Professional liability coverage will be on an “occurrence basis” if such coverage is available, or on a “claims made” basis if not available. When coverage is provided on a “claims made basis,” CONSULTANT will continue to renew the insurance for a period of three (3) years after this Agreement expires or is terminated. Such insurance will have the same coverage and limits as the policy that was in effect during the term of this Agreement, and will cover CONSULTANT for all claims made by CITY arising out of any errors or omissions of CONSULTANT, or its officers, employees or agents during the time this Agreement was in effect.
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D. Automobile coverage will be written on ISO Business Auto Coverage Form CA 00 01 06 92, including symbol 1 (Any Auto).
E. CONSULTANT will furnish to CITY duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement and such other evidence of insurance or copies of policies as may be reasonably required by CITY from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of “A:VII.”
F. Should CONSULTANT, for any reason, fail to obtain and maintain the insurance required by this Agreement, CITY may obtain such coverage at CONSULTANT’s expense and deduct the cost of such insurance from payments due to CONSULTANT under this Agreement or ter minate pursuant to Section 16.
G. Self-Insured Retention/Deductibles. All policies required by this Agreement must allow CITY, as additional insured, to satisfy the self -insured retention (“SIR”) and deductible of the policy in lieu of CONSULTANT (as the named insured) should CONSULTANT fail to pay the SIR or deductible requirements. The amount of the SIR or deductible is subject to the approval of the City Attorney and the Risk Manager. CONSULTANT understands and agrees that satisfaction of this requirement is an express condition precedent to the effectiveness of this Agreement. Failure by CONSULTANT as primary insured to pay its SIR or deductible constitutes a material breach of this Agreement. Should CITY pay the SIR or deductible on CITY’s behalf upon the CONSULTANT’S failure or refusal to do so in order to secure defense and indemnification as an additional insured under the policy, CITY may include such amounts as damages in any ac tion against CONSULTANT for breach of this Agreement in addition to any other damages incurred by CITY due to the breach.
H. C ONSULTANT hereby grants to C ITY a waiver of subrogation which any insurer may acquire against CITY, its boards, agents, officers, officials, employees, and volunteers, from C ONSULTANT by virtue of the payment of any loss. CONSULTANT agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the CITY has received a waiver of subrogation endorsement from the insurer. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the C ITY for all work performed by the C ONSULTANT, its employees, agents, and subcontractors.
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I. The CONSULTANT may use Umbrella or Excess Policies to provide the liability limits as required in this agreement. This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and non-contributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the C ONSULTANT’s primary and excess liability policies are exhausted.
J. If subcontractors are authorized to perform work under this Agreements, CONSULTANT shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and C ONSULTANT shall ensure that CITY is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a format at least as broad as CG 20 38 and 20 40.
24. USE OF SUBCONTRACTORS . CONSULTANT must obtain CITY’s prior written approval to use any consultants while performing any portion of this Agreement. Such approval must approve of the proposed consultant and the terms of compensation.
25. INCIDENTAL TASKS. CONSULTANT will meet with CITY monthly to provide the status on the project, which will include a schedule update and a short narrative description of progress during the past month for each major task, a description of the work remaining and a description of the work to be done before the next schedule update.
26. NOTICES. All communications to either party by the other party will be deemed made when received by such party at its respective name and address as follows:
If to CONSULTANT:
If to CITY:
Attention: Gonzalo J. Pedroso Attention: John Hamilton
GP Architecture, Inc. City of Simi Valley
5301 N. Commerce Ave., Suite D 2929 Tapo Canyon Road
Moorpark, CA 93021 Simi Valley, CA 93063
805-552-9474 x102 805-583-6809
[email protected] [email protected]
Any such written communications by mail will be conclusively deemed to have been received by the addressee upon deposit thereof in the United States Mail, postage 13 City of Simi Valley
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prepaid and properly addressed as noted above. In all other instances, notices will be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph.
27. CONFLICT OF INTEREST . CONSULTANT will comply with all conflict of interest laws and regulations including, without limitation, CITY’s conflict of interest regulations.
28. SOLICITATION. CONSULTANT maintains and warrants that it has not employed nor retained any company or person, other than CONSULTANT’s bona fide employee, to solicit or secure this Agreement. Further, CONSULTANT warrants that it has not paid nor has it agreed to pay any company or person, other than CONSULTANT’s bona fide employee, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Should CONSULTANT breach or violate this warranty, CITY may rescind this Agreement without liability.
29. THIRD PARTY BENEFICIARIES . This Agreement and every provision herein is generally for the exclusive benefit of CONSULTANT and CITY and not for the benefit of any other party. There will be no incidental or other beneficiaries of any of CONSULTANT’s or CITY’s obligations under this Agreement.
30. INTERPRETATION. This Agreement was drafted in, and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this agreement will be in Ventura County.
31. COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal, state, and local laws applicable to this Agreement.
32. ENTIRE AGREEMENT. This Agreement, and its Attachments, sets forth the entire understanding of the parties. There are no other understandings, terms or other agreements expressed or implied, oral or written. There are two Attachments to this Agreement. This Agreement will bind and inure to the benefit of the parties to this Agreement and any subsequent successors and assigns.
33. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review this Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as a whole, and in accordance with its fair meaning; it will not be interpreted strictly for or against either Party.
34. SEVERABILITY. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agreement will continue in full force and effect.
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35. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written amendment. CITY’s M anager, or designee, may execute any such amendment on behalf of CITY.
36. ELECTRONIC SIGNATURES. This Agreement may be executed by the Parties on any number of separate counterparts, and all such counterparts so executed constitute one Agreement binding on all the Parties notwithstanding that all the Parties are not signatories to the same counterpart. In accordance with Government Code §16.5, the Parties agree that this Agreement, Agreements ancillary to this Agreement , and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by electronic transmission. Such electronic signature will be treated in all respects as having the same effect as an original signature.
37. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement.
38. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this Agreement.
39. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, flood, explosion, acts of terrorism, war, embargo, government action, civil or military authority, the natural elements, or other similar causes beyond the Parties’ reasonable control, then the Agreement will immediately terminate without obligation of either party to the other.
40. STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT represents that it has demonstrated trustworthiness and possesses the quality, fitness and capacity to perform the Agreement in a manner satisfactory to CITY. CONSULTANT represents that its financial resources, surety and insurance experience, service experience, completion ability, personnel, current workload, experience in dealing with private consultants, and experience in dealing with public agencies all suggest that CONSULTANT is capable of performing the proposed contract and has a demonstrated capacity to deal fairly and effectively with and to satisfy a public CITY.
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IN WITNESS WHEREOF , the parties hereto have executed this Agreement the day and year first hereinabove written.
Attest: City of Simi Valley, A Municipal Corporation
By:
Lucy Blanco, City Clerk Dee Dee Cavanaugh, Mayor of the City of Simi Valley, California
Approved as to Form: GP Architecture, Inc.
By:
Algeria R. Ford, City Attorney
Print Name: Gonzalo J. Pedroso
Approved as to Content: Title: President, CEO
By:
Samantha C. Argabrite, City Manager
Print Name:
Title:
Johanna Medrano,
Deputy Administrative Services Director/
Budget & Purchasing
Jay Spurgin
Interim Public Works Director
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26-0521_GPA Proposal JN2614 (Simi Valley PW Bldg B).docx
Date: May 21, 2026
Client: Public Service Center, City of Simi Valley
2929 Tapo Canyon Road
Simi Valley, CA 93065
Contacts: Chris Oberender | (805) 583-6405
Project:
Public Service Center Building B
500-542 W. Old Los Angeles
Simi Valley, CA 93065
Project No: 2614
Area ±: 4,000 SF
I. The Project
Provide professional architectural, structural, and MEP engi neering construction documents for the replacement of an exterior fascia glulam beam, re-roofing, and ADA restroom upgrades for the Public Service Center Building “B.”
As part of the above scope, the Architect will identify readily observable mechanical, electrical, and plumbing items that may be directly affected by the beam replacement work. Any evaluation, redesign, engineering, documentation, or coordination for such items shall be provided as an additional service and invoiced on a Time and Materials basis.
The Client understands that this scope of work may prompt agency review of certain exis ting accessibility conditions, including but not limited to restrooms and accessible parking stalls. Except to the extent expressly required for permit approval of the defined scope of work, evaluation, design, do cumentation, or correction of accessibility deficiencies outside the direct scope of the perimeter beam and fascia improvements is excluded from Basic Services and, if required, shall be treated as an Additional Service.
Agency processing under this Agreement is limited to assistance with routine building permit plan check and approval for the scope described above. Planning entitlements, change of use, discretionary approvals, utility agency coordination, and any non-routine agency matters are excluded from Basic Services. Bid Assistance and Construction Administration, if requested by the Client, shall be provided as optional services and billed on a Time and Materials basis. All jurisdictional and agency fees shall be paid directly by the Client.
II. Fee Schedule
The following options are based on the level of services provided. Refer to Scope of Work section for additional details.
Please Initial or circle option selected:
= Included, Blank = Not Included
Basic Services
Fee Options
A
Architectural Design Phase & Construction Drawings (PD, SD, DD, CDs) Structural Engineering
MEP Engineering
Agency Permit Processing
Optional Services
Bid Assistance (T&M with budget of $3,000)
CA: Construction Admin (T&M with budget of 6,000)
TOTAL $88,300
Note:
1. Proposal valid for 30 days
2. Changes in the scope of work or project duration exceeding one year will result in additional fees.
17 Exhibit A | Fee Proposal
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26-0521_GPA Proposal JN2614 (Simi Valley PW Bldg B).docx III. Consultants
GP Architecture, Inc. will be appointed as Architect and will coordinate consultants based on level of services selected.
All other consultants will be appointed directly by the Client. The Client will commission input from all other consultants and provide all necessary information and surveys regarding the site and suite including as-built drawings.
IV. Project Schedule
Work Stage
Approx. Duration
Design Phase 1 to 2 Months
Construction Documents Phase 1 to 2 Months
Agency Approvals 2 to 4 Months
*Plan check review is an estimate only. Actual time in plan check and for recheck of corrections may vary significantly due to the government agencies workload.
**Other Agency review may be required. These agencies may include, for example, the Fire, Planning, and Environmental Health Departments.
V. Hourly Rate Schedule
The following hourly rates shall be used when a portion of the Architect’s fee is to be charged on an hourly basis or if the Architect is requested to perform additional work. Hourly rates are subject to annual increase of 2% per annum. Sub- consultant hourly rates per consultant contract.
Architect
Position Rate
Principal / Architect $250
Project Manager $195
Project Designer $160
BIM / CAD Tech $140
MEP $225
VI. Reimbursable Expenses
Expenses are not included within the Architect’s proposal and are to be reimbursed directly by the Client plus an additional 15% carrying charge to cover administration and handling costs.
Expense costs to be reimbursed by the Client may include but are not limited to the following: Fees, taxes, levies, presentation material, models, visualizations, 3D walk throughs, photography, commu nication, transportation, accommodation, printing, postage, packaging, and sub consultant/engineering fees not including in the basic services.
Item Cost
White Bond Large Format $1.50/S F
Color Bond Large Format $5.00/S F
Mileage $.70/Mile
18 Exhibit A | Fee Proposal
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VII. Terms of Payment
Prior to commencement of work, Client shall make an initial payment as noted in Payment Schedule upon execution of this Agreement. Services are billed monthly on a % complete basis and due upon receipt no later than 30 (thirty) days from date of invoice. Refer to Exhibit C | Conditions of Agreement.
Payment Schedule Amount
BASIC SERVICES:
Start of Project / Design 10%
Invoiced Monthly % Complete Monthly
OPTIONAL SERVICES:
Bid Assistance T&M (Budget as noted) T&M
Construction Admin Assistance T&M (Budget as noted) T&M
VIII. Terms & Conditions |Signatures
The terms of the contract will be GP Architecture, Inc. Conditions of Agreement including Exhibits A, B, & C.
Agreement is made on date: between the following:
CLIENT:
Signature: Date:
Name: Title:
Accounts Payable Contact:
Accounts Payable Email:
CONSULTANT:
GP Architecture, Inc. (GPA)
5301 N. Commerce Ave., Suite D
Moorpark, CA 93021
Gonzalo J. Pedroso, AIA LEED AP
CA License No. C-26455
19 Exhibit B | Scope of Services
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BASIC SERVICES
= Included within proposal option = Not included within proposal option Options
A. Pre-Design Services A
A.1 This stage involves identifying the Client’s requirements and collecting available project information necessary to proceed with subsequent phases of the work.
A.2 Services:
• Execute Client Architect Agreement
• Consult with local community development department • Obtain surveys: Client shall furnish and pay for all surveys, geotechnical reports, and other existing site and building information required for the Project, including but not limited to boundary, topographic, and existing conditions documentation.
• Identify Client objectives and constraints
B. Schematic Design
B.1 Schematic Schematic Design consists of developing preliminary design documents illustrating the general scope, character, and extent of the proposed exterior improvements.
B.2 Services:
• Review Client’s program requirements, special needs and project objectives • One (1) site visit to observe readily accessible existing conditions relevant to the scope of work. • Prepare (1) Architectural Site Plan
• Prepare preliminary design options for the exterior fascia and beam replacement scope, as reasonably required to confirm design intent.
• Coordination with tenant’s interior design consultants as required • This phase will be invoiced hourly on a time and materials basis per Rate Schedule • (3) online meetings included; additional meetings billed time and materials. C. Design Development Services
C.1 Design Development consists of fu rther refining the approved schema tic design and coordinating the architectural scope with structural and other consulting disciplines, as applicable to the selected level of service.
C.2 Services:
• Obtain Client’s written authorization to proceed with this stage of the work • Further develop the design to support preliminary construction pricing and coordination of affected architectural and structural elements.
• Collaborate with outside consultants as needed
• Refine floor plans, ceilings, and power plan layout and prepare design development set • Coordinate with and provide backgrounds to MEP engineers • Coordinate with and provide backgrounds to structural engineer • Coordinate with and provide backgrounds to landscape architect • Coordinate with and provide block elevations to interior design team • This phase will be invoiced hourly on a time and materials basis per Rate Schedule • (2) online meetings included; additional meetings billed time and materials. D. Construction Documents
D.1 Prepare architectural drawings reasonably required to document the scope of wo rk for permit review and construction, which may include plans, elevations, sections, details, and schedules, as applicable.
D.2 Services:
• Obtain Client’s written authorization to proceed with this stage of the work • Coordinate and integrate the work of others
• Prepare architectural drawings including plans, elevations, sections, details, and schedules as required for construction bid and building department plan check review. • Provide written construction specifications manual. • This phase will be invoiced hourly on a time and materials basis per Rate Schedule • (3) online meetings included; additional meetings billed time and materials. 20 Exhibit B | Scope of Services
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26-0521_GPA Proposal JN2614 (Simi Valley PW Bldg B).docx D.3 Consulting Services: based on selected Option level of service • MEP (Mechanical, Electrical & Plumbing Engineering) • Structural engineering services for the defined beam replacement scope, limited to the selected proposal option.
• (N.I.C.) Interior Design services - Not Included in Contract. • (N.I.C.) Landscape Architect - Not Included in Contract. MEP Engineering Scope of work
• The scope of the project is to remodel existing public restrooms to comply with latest ADA requirements. Project will include replacement of old fixtures, relocation of existing fixtures, addition of new fixtures and upgrade of affected utilities including cold and hot water piping, water heater, HVAC, power and lighting.
• The MEP scope for the project includes HVAC remodel design for the restrooms based on remodel plans. Plumbing design to renovate restrooms based on remodel plans. Power and lighting design based on remodel plans.
• We are including one (1) site visit during design phase. Online meetings as needed. • We will prepare a permit ready design drawing set for city review and comments. • We will provide necessary engineering support for plan check. • Mechanical drawings will include Title 24 calculations, equipment schedules, mounting and general details, floor and roof layouts, elevation plans and controls. • Electrical drawings will include Title 24 calculations, photometric study, single line diagrams, panel schedules, mounting and general details, power layouts, lighting layouts and controls. • Plumbing drawing will include plumbing calculations, plumbing site plan, details, waste/vent layouts, hot and cold-water layouts, plumbing fixture schedules, equipment schedules, material schedules, mounting and general details.
• We are including limited construction administration services limited to answering RFIs and reviewing submittal related to our design.
• Services NOT included unless noted otherwise: Roof drainage design or storm drainage design within the building. Electrical service coordination for service upgrade. Low Voltage Design. • Fire protection system. Any landscape related plumbing including landscape meter. Any grey water system design unless included under scope of work.
MEP Engineering General Exclusion
• Our scope will be limited to up to 5’ outside of the building. • We do not provide any prints of drawings. All printing is done by the client. • We do not submit plans to the reviewing agency; all submissions and resubmissions are by the clients.
• Any architectural changes requiring major MEP modifications during design will be charged separately.
• We are excluding a written specifications book.
Structural Engineering Assumptions/Parameters
• We assume the soil is adequate for supporting the proposed structure using building code presumptive allowable soil stresses, and there are negligible amounts of sulfates, or other reactive chemicals unless noted otherwise on a soils report stamped and signed by a licensed geologist and submitted to us prior to start of foundation design.
• Our analysis will be based on CBC 2025 part 2, volume 2, and referenced standards. • There are no existing subterranean structures, piping, or conduits that would affect the structural design.
• The ARCHITECT will process submittals for permit.
• The ARCHITECT will provide RGSE Inc with architectural plans in CAD, DXF, or REVIT format for use as our backgrounds.
• The ARCHITECT will provide RGSE Inc with a set of record s tructural drawings with necessary existing
structural information.
• If no record drawings are available. A contractor will be made available for any necessary demolition and for access to the existing framing.
• The ARCHITECT will provide RGSE Inc with mechanical, elevator, and equipment cut sheet with required detailing, weight, and dimensional information.
21 Exhibit B | Scope of Services
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26-0521_GPA Proposal JN2614 (Simi Valley PW Bldg B).docx • The CLIENT will provide RGSE Inc with a geotechnical report with required information for foundation design, stamped and signed by a licensed professional engineer (if required by the building official). • Additions, repairs and alterations to the project site will not trigger any evaluation, upgrades, or retrofits of the existing structures primary lateral resisting systems. • We only observe those items of the building that are readily accessible, not requiring special equipment and demolition, and those items that are not covered by architectural finishes, waterproofing, heavy furniture, and equipment….etc. There is no claim, either stated or implied, that all conditions will be observed. We may not enter spaces less than 24” in height. • Our scope will not include testing materials. We assume the materials are satisfactory to the design specifications.
• We do not review record shop drawings and manufacturer’s calculations for the pre-manufactured elements, and we assume they are satisfactory per the industry standards. • We do not check the internal structure of the elements being anchored, such as mechanical units, and prefabricated architectural elements. We assume that the elements are internally structurally adequate for credible loads.
Structural Engineering Basics Services
• Design coordination with the other design professionals to ensure design intent is feasible. • Structural design and analysis in a Calculations package. • Structural Drawings for permit and construction.
• Signing and sealing of the structural Drawings and Calculations. • Correspondence with Building Department Officials during the Plan check process. • Attendance to a maximum of two local value engineering, observation or coordination meeting(s). • Correspondence with contractors in the form of RFIs for clarifications and omissions. • Review and mark up the shop drawings and submittals as required by the Building department, and/or specifications.
• Outline specification of structural materials in short form on our drawings.
Structural Engineer Exclusions and Additional services
• The following services are not contemplated to be included within the scope of fee. These items may be added to the scope for an additional fee.
• Architectural design and architectural code requirements including, but not limited to: Egress, Water and weather protection, Fire and smoke protection, Aesthetics, Window and ventilation requirements, Americans with disability act requirements ADA, Special space requirements and clearances, Planning department, and/or association requirements, Acquisition of reports, and/or drawings from other professionals, and Project management.
• Soil engineering, civil engineering and site survey.
• Detection or remediation of hazardous materials.
• Mechanical, Electrical and Plumbing engineering.
• Cost estimate and project schedule.
• Means and methods of construction.
• Workers safety and procedures.
• Design and details of site work like fence walls, retaining walls, walkways, and ornamental structures, except for those items specifically listed in scope.
• Re-
design due to new soil parameters or contractor errors. • Re-design due to changes in the architectural dimensions, elevations, or rooflines. • Long form specifications booklet.
• As-built or ‘Record’ drawings, unless noted otherwise. • Field verification of existing site conditions, unless noted otherwise. • Field verification of existing construction, unless noted otherwise. • Hydrology calculations.
• Construction engineering, shoring of temporary conditions, and temporary earth retaining walls, except for those items specifically listed in scope.
• Core drilling, concrete scanning, and material testing • Anchorage and stability of those elements and equipment less than 400 lbs and has a center of mass less than 48” tall except for those items specifically listed in scope. • Additional meetings, structural observations as not specified within Article 2. Note that even if structural observations during construction are not required by the Building Code or Official, they are 22 Exhibit B | Scope of Services
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26-0521_GPA Proposal JN2614 (Simi Valley PW Bldg B).docx highly recommended for review of the construction for general conformance with the approved construction documents.
• Plan check and other jurisdictional fees.
• REVIT or BIM models, unless noted otherwise.
D.4 Optional Services:
These are additional services that may be included in sc ope of work if elected by the Client. These services are in addition to the base fee and are provided as an additional service with separate fee as noted in fee schedule or invoiced on a time and materials basis.
• None Proposed
E. Agency Processing
E.1 Agency processing assistance is limited to routine bu ilding permit submittal and pl an check coordination for the architectural and consultant documents included in the selected scope of services. Planning entitlements, discretionary approvals, utility clearances, off-site requirements, and non-routine agency coordination are excluded and, if requested, shall be treated as Additional Services.
E.2 Services:
• Obtain Client’s written authorization to proceed with this stage of the work • Assist with building department permit processing for architectural working drawings. • Assist with permit processing for consultant drawings included in the selected proposal option. • Processing a “Change of Use” or other Zoning/Planning Department coordination for out-of-scope entitlements are not included and will be invoiced on a time and materials basis. • Accessibility evaluation, path-of-travel analysis, and correction of existing accessibility deficiencies outside the direct scope of the perimeter beam and fascia improvements are excluded. • Green code review for areas outside of scope of work, not included in scope of work (N.I.C) • Assist with zone clearances for general contractor related items like recycling permit and public works department clearances.
• Submit construction documents to the Fire Department if required • Submit construction documents to the Health Department where required • Submit construction documents to the AQMD (Air Quality Management District)
OPTIONAL SERVICES
F. Bid Assistance
F.1 Bid Assistance consists of limited support during contractor bidding, including responding to bidder questions and issuing clarifications related to the construction documents.
F.2 Services:
• Bid phase support – services are part of budget noted in Exhibit A, F ee Schedule and will be invoiced on a time and materials basis.
• Respond to bidder requests for information and issue clarifications or supplemental information as appropriate.
• Obtain and appraise bids and submissions of recommendations to the Client If the Client elects to obtain bids wi thout the Consultant’s bid-phase involvement, the Client shall be responsible for confirming that bidders are using the most current permit or bid set and have received all issued clarifications. The Consultant shall not be responsible for bid discrepancies arising from the use of incomplete, outdated, or uncoordinated documents.
G. Construction Administration
G.1 Construction Administration consists of limited contract administration services during construction and does not include construction means, methods, sequences, procedures, safety precautions, or contractor supervision.
Although not recommended, where Client chooses to e liminate CA Services GPA Exhibit C - Conditions of Agreement paragraph 8 Applies.
G.2 Services:
Construction phase support shall be provided on a Time and Materials basis up to the budget identified in Exhibit A and includes the following, if requested by the Client: one (1) construction kick-off meeting, four (2) site visits, one (1) punch walk and punch list, and four (4) remote coordination meetings. Services beyond this allowance shall be billed as Additional Services:
23 Exhibit B | Scope of Services
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26-0521_GPA Proposal JN2614 (Simi Valley PW Bldg B).docx • Respond to Client and general contractor RFIs
• Provide reasonable clarification of the design intent reflected in the contract documents in response to contractor questions.
• Review submittals, shop drawings, and product data for general conformance with the design intent of the contract documents.
• Check selected materials and components for compliance with contract documents • Review mock-ups and work samples
• Assist Client in obtaining and reviewing contractor claims for extensions of time and additional costs • Assist Client with review of certificates of payment (additional services & fee if requested) • Assess, determine and, when requested or required, issue notice of substantial completion
ADDITIONAL SERVICES
H. Additional Services
H.1 This section allows the Client and/or Architect to describe/list any additional services that the project requires that are not adequately addressed under the work stages. GPA will obtain written approval from Client prior to proceeding with any additional services. Note some services excluded below may be included in other phases of scope of work.
H.2 Services:
Services beyond the defined Scope of Work, as outlined in this agreement, will be invoiced on a time and materials basis according to the attached Rate Schedule. These Additional Services may include, but are not limited to, the following:
• Planning Department Submissions and Approvals:
• Assistance with the submission of Design Development drawings to the local Planning Department for approvals.
• Note: The Architect does not guarantee approvals from the Planning Department. • Client-Requested Revisions:
• Changes to architectural working drawings requested by the Client after initial submission or approval.
• Special Planning Department Processing:
• Processing of applications requiring variances, minor/major modifications, Planned Project Developments (PPDs), public hearings, or other specialized reviews. • Accessibility Compliance (Existing Buildings/Sites):
• Accessibility compliance review, documentation, applications, and related design revisions for existing buildings or site elements outside the defined scope of work.. • Extended Consultations:
• Additional meetings with the Client, contractors, real estate agents, owners, or other stakeholders exceeding the number of meetings included within the scope of work.
I. Excluded Services
I.1 In addition to the Basic Services to be provided under this Agreement, the Co nsultant may recommend to the Client certain other services, which the Consulta nt deems necessary or advisable for the Project. At this time, the Client has declined to include such services in this Agreement and has decided to obtain those services from another source or to forego those services. Thus, the following services are excluded from this Agreement:
I.2 Exclusions - The following services and items will NOT be included in the Scope of Services:
• Soils / Geotechnical Engineering (soils report)
• Civil Engineering (surveying, grading, and drainage)
• Landscape Architecture
• Structural Engineering (based on level of service selected) • Mechanical Electrical and Plumbing Engineering (based on level of service selected) • Specialty Engineering and any other Misc. Engineering (Medical, etc.) • Interior Design Services
• Signage Design and Approvals
• Utility Company coordination (Performed by General Contractor) • Structural Materials Testing Labs and Consultants
• Building Department, Planning Department, and all other City Agency Fees 24 Exhibit B | Scope of Services
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26-0521_GPA Proposal JN2614 (Simi Valley PW Bldg B).docx • Fire Sprinkler Design and approvals (Typically Performed by General Contractor) • Security / Fire Alarm Design (Typically Performed by General Contractor) • Parking, Drainage, Soils, Traffic, Utility, Environmental, or other studies or consultant reports • Expediter & Permit Processors
• Other special agency approvals
• Utility company coordination, including service upgrades or utility provider approvals” • “Construction means, methods, sequencing, scheduling, supervision, and site safety” • “Special inspections, testing, and materials testing” • “Off-site improvements and public works coordination beyond routine permit processing • Services due to changes in scope of work and/or services including filing of variances to depart from building codes and city ordinances.
• Review of Certificates of Payment
• All Agency Fees
25 Exhibit C | Conditions of Agreement
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26-0521_GPA Proposal JN2614 (Simi Valley PW Bldg B).docx CONDITIONS OF AGREEMENT:
1) BILLING AND PAYMENT TERMS:
a) RETAINER. Refer to Exhibit A – Fee Proposal for initial payments at execution of agreement. b) PAYMENT DUE. Invoices will be submitted by the Consultant monthly, and are due upon presentation and shall be considered past due if not paid within thirty (30) calendar days of the due date. In addition, full payment is required prior to submittal to building and safety and no later than 7 days after approval of plans. If payment is not received plans will not be submitted or plan check corrections will not be completed. c) INTEREST. If payment in full is not received by the Consultant within thirty (30) calendar days of the due date, invoices shall bear interest at one-and-one-half (1.5) percent or the maximum rate allowable by law, (if litigation is commenced) of the PAST DUE amount per month, which shall be calculated fro m the invoice due date. Payment thereafter shall first be applied to accrued interest and then to the unpaid principal. d) COLLECTION COSTS. If the Client fails to make payments when due and the Consultant incurs any costs in order to collect ov erdue sums from the Client, the Client agrees that all such collection costs incurred shall immediately become due and payable to the Consultant. Collection costs shall incl ude, without limitation, legal fees, collection agency fees and expenses, court costs, collection bonds and reasonable Consultant staff costs at standard billing rates for the Consul tant's time spent in efforts to collect. This obligation of the Client to pay the Consultant's collection costs shall surv ive the term of this Agreement or any earlier termination by e ither party. 2) SUSPENSION OF SERVICES:
If the Client fails to make payments when due or otherwise is in breach of this Agreement, the Consultant may suspend performan ce of services upon thirty (30) calendar days' notice to the Client. The Consultant shall have no liability whatsoever to the Client for any costs or damages as a result of such suspen sion. Upon payment in full by the Client, the Consultant may resume services under this Agreement, and the time schedule and compensation shall be equitably adjusted to comp ensate for the period of suspension plus any other reasonable time and expense necessary for the Consultant to resume performance. Alternatively, consultant may exercise it s right to terminate any or all services in accordance with paragraph 3 below.
3) TERMINATION OF SERVICES:
If the Client fails to make payment to the Consultant in accordance with the payment terms herein, this shall constitute a mate rial breach of this Agreement and shall be cause for termination of this Agreement by the Consultant. SET-OFFS, BACKCHARGES, DISCOUNTS. Payment of invoices shall not be subject to any discounts or set offs by the Client, unless agreed to in writing by the Consultant. Payment to the Consultant for services rendered and expenses incurred shall be due and payable regardless of any subsequent suspension or termination of this Agreement by either party.
4) SERVICE TERMINATION:
In the event of termination of this Agreement by either party, the Client shall within fifteen (15) calendar days of termination pay the Consultant for all services rendered and all reimbursable costs incurred by the Consultant up to the date of termination, in accordance with the payment provisions of this Agreement. Th e Client may terminate this Agreement for the Client's convenience and without cause upon giving the Consultant not less than seven (7) calendar days written notice. Either party may terminate this Agreement without cause upon giving the other party not less than seven (7) calendar days' written notice. 5) DISPUTED INVOICES:
If the Client objects to any portion of an invoice, the Client shall so notify the Consultant in writing within five (5) busine ss days of receipt of the invoice. The Client shall identify in writing the specific cause of the disagreement and the amount in dispute and shall pay that portion of the invoice not in dispute in ac cordance with the other payment terms of this Agreement.
Any dispute over invoiced amounts due which cannot be resolved within ten (10) business days after presentation of invoice by d irect negotiation between the parties shall be resolved within thirty (30) calendar days in accordance with the Dispute Resolution provision of this Agreement. Interest as stated abov e shall be paid by the Client on all disputed invoice amounts that are subsequently resolved in the Consultant's favor and shall be calculated on the unpaid balance from the due date of the invoice. 6) DISPUTE RESOLUTION:
In an effort to resolve any conflicts that arise during the design or construction of the project or following the completion o f the project, the Client and the Design Professional agree that all disputes between them arising out of or relating to this Agreement shall be submitted to nonbinding mediation unless the parties mutually agree otherwise.
The Client and the Design Professional further agree to include a similar mediation provision in all agreements with independen t contractors and consultants retained for the project and make best efforts to require all independent contractors and consultants also to include a similar mediation provision in a ll agreements with subcontractors, subconsultants, suppliers or fabricators so retained, thereby providing for mediation as the primary method for dispute resolution between the parties to those agreements.
In the event of any litigation arising from or related to this Agreement or the services provided under this Agreement, the prevailing party shall be entitled to recover from the non- prevailing party all reasonable costs incurred, including staff time, court costs, attorneys' fees and all other related expenses in such litigation.
In the event of a non-adjudicative settlement of litigation betw een the parties or a resolution of dispute by arbitration, the term "prevailing party" shall be determined by that same process. 7) OWNERSHIP OF INSTRUMENTS OF SERVICE
All reports, plans, specifications, computer files, field data, notes and other documents and instruments prepared by the Consu ltant as instruments of service shall remain the property of the Consultant. The Consultant shall retain all common law, statutory and other reserved rights, including the copyright thereto. 8) DESIGN WITHOUT CONSTRUCTION ADMINISTRATION
It is understood and agreed that the Consultant's Basic Services under this Agreement do not include project observation or rev iew of the Contractor's performance or any other construction phase services, and that such services will be provided for by the client. The C l i e n t a s s u m e s a l l resp onsibility for interpretation of the Contract Documents and for construction observation, and the Client waives any claims against the Consultant that may be in any way connected ther eto. In addition, the Client agrees, to the fullest extent permitted by law, to indemnify and hold harmless the Consultant, its officers, directors, employees and subconsultants (collect ively, Consultant) against all damages, liabilities or costs, including reasonable attorneys' fees and defense costs, arising out of or in any way connected with the p erformance of such services by other persons or entities and from any and all claims arising from modifications, clarifications, interpretations, adjustments or changes made to the Contract Documents to reflect changed field or other conditions, except for claims arising from the sole negligence or willful misconduct of the Consultant. If the Client requests in writing t hat the Consultant provide any specific construction phase services and if the Consultant agrees in writing to provide such services, then they shall be compensated for as Additional Ser vices per fee schedule. 9) GENERAL LIMITATION OF LIABILITY
In recognition of the relative risks and benefits of the Project to both the Client and the Consultant, the risks have been all ocated such that the Client agrees to the fullest extent permitted by law, and not withstanding any other provision of this Agreement, the total liability, in the aggregate, of the Consultant an d the Consultant's officers, directors, partners, employees and subconsultants, and any of them, to the Client and anyone claiming by or through the Client, for any and all claims, losses, co sts or damages, including attorneys' fees and costs and
expert-witness fees and costs of any nature whatsoever or claims expenses resulting from or in any way related to the Project or this Agreement from any cause or causes shall not exceed the total compensation received by the Consultant under this Agreement. It is intended that this limitation apply to any and all liability or cause of action however alleged or arising, unless otherwise prohibited by law.
10) LIMITATION OF LIABILITY FOR CONTRACTOR AND SUBCONTRACTOR CLAIMS The Client further agrees, to the fullest extent permitted by law, to limit any and all liability of the Consultant and the Consultant's officers, directors, partners, employees and subconsultants to all construction contractors and subcontractors on the Project for any and all claims, losses, costs, damages of any nature whatsoever or claims expenses from any cause or causes, including attorneys' fees and costs and expert witness fees and costs, so that the total aggregate liability of the Consultant and the Consultant's subconsultants to all those named shall not exceed the Consultant's total fee for services rendered on this Project. It is intended that this limitation apply to any and all liability or cause of action however alleged or arising unless otherwise prohibited by law.
The laws of the State of California shall govern this Agreement.
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