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HomeMy WebLinkAboutCC Resolution 8149 (Library Project)RESOLUTION NO. 8149 A RESOLUTION AUTHORIZING THE SIGNING OF A CONTRACT, LEASE OR AGREEMENT THE CITY COUNCIL OF THE CITY OF SAN RAFAEL RESOLVES as follows: The MAYOR and CITY CLERK are authorized to execute, on behalf of the City of San Rafael, a contract, lease or agreement with BROOME, ORINGDULPH, O'TOOLE RUDOLF, BOLES AND ASSOCIATES INC. AND THE COUNTY OF MARIN FOR ARCHITECTURAL SERVICES FOR CITY/COUNTY LIBRARY a copy of which is hereby attached and by this reference made a part hereof. I, JEANNE M. LEONCINI, Clerk of the City of San Rafael, hereby certify that the foregoing resolution was duly and regularly introduced and adopted at a REGULAR meeting of the City Council of said City held on the SECOND day of APRIL , 1990 by the following vote to wit: AYES: COUNCILMEIVMERS: Boro, Brei ner, Shippey, Thayer & Mayor Elul ryan NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: None resboora JE E -M._ LEONCIN , City Clerk �HIGINAL H E A M E R I C A I N S T I T U T E AIA Document B141 E A R C H I T E C T S Standard Form of Agreement Between Owner and Architect 1987 EDITION THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH A.V ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COYVIPLETION OR MODIFICATION. AGREEMENT made as of the Second day of Nineteen Hundred and Ninety BETWEEN the Owner: A'anir rn l uddnetis) CITY OF SAN RAFAEL 1400 Fifth Avenue P.O. Box 60 San Rafael, California 94915 April in the year of MARIN COUNTY 3501 Civic Center Drive San Rafael, California 94903 and the Architect: Hereinafter referred to collectively as the "Owner". (A7r11re rout arldrss) BROOME, ORINGDULPH, O' TOOLE, RUDOLF, BOLES h ASSOCIATES, INC. 733 Northwest 20th Avenue Portland, Oregon 97209 For the following Project: (hrchrdt drturlyd description (Y Project, location, address and scope) Design of a new City/County Library in San Rafael, California including the following: A new 73,785 gross square foot Library and related site development with an estimated construction value of $11,064,750 and an Interior Design cost of $1,628,800. Design is to be based on the Program developed by Raymond Holt and Associates and is to be located on a site in Downtown San Rafael to be determined. The Owner and Architect agree as set forth below. t.:opynght 191-,1936, 19-48, 195, 1, 1953, 1958, 1961, 196.,3, 1966, 1967, 1970, 1974, 1977, ©1987 by The Ameri, ul Architects, 1-35 Ne%N, York Avenue, N.W., Washington, D.C. 20006. Reproduction of the material herein of quotation of its provisions without written permission of the AIA violates the copyright laws of the United States subject to legal prosecution. AIA DOCUMENT 8141 • OWNER -ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIAT • ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 \ B141-1987 1 3-' S ✓,,, r ,� If I TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT ARTICLE 1 ARCHITECT'S RESPONSIBILITIES 1.1 ARCHITECT'S SERVICES 1.1.1 The Architect's services consist of those services per- formed by the Architect, Architect's employees and Architect's con.;ult.ults as enumerated in Articles 2 and i of this Agreement and any other services included in Article 12. 1.1.2 The Architect's services .;hal he performed as expedi- tiously :Is is consistent with professional skill and care and the orderly progress of the Work. Upon request of the Owner, the Architect shall submit for the Owners approval a schedule for the performance of the Architect's services which may he :adjusted :Is the Project proceeds, and .;hall include allowances for periods of time required for the Owner's review and for approra of submissions by authorities haying jurisdiction over the Project. Tinge limits estahlished by this schedule approved by the Owner shall not, except for reasonable cause, be exceeded by the Architect or Owner. 1.1.3 The scrices covered by this Agreement are subject to the time linlir.Itions contained in Subparagraph 11.5.1. ARTICLE 2 SCOPE OF ARCHITECT'S BASIC SERVICES 2.1 DEFINITION 2.1.1 The Architect's Basic Services consist of those described in Paragraphs 2.2 through 2.6 and any other services identified in Article 12 as part of Basic Services, and include norma struc- turtl, n)cchanical and electrical engineering services. 2.15 CONCEPT DESIGN PHASE (See Article 12.2) 2.2 SCHEMATIC DESIGN PHASE 2.2.1 The Architect shall review the program furnished by the Owner to ascertain the requirements of the Project and shall arrive at a nlutu.tl understanding of such requirements with the Owner. 2.2.2 The Architect shall provide a preliminary evaluation of the (_)wner's program, schedule and construction budget rcquirenlrnts, each in terms of the other, subject to the limita- tions set forth in Subparagraph �;?.1. 2.2.3 The Architect shall review -,viih the O« ner alternative approaches to design and construction of the Project. 2.2.4 B.I.W I On 1I1C 1111111I.IIh' :Igl'Ceel-elpUll program, schedule and construction budget requirements, the Architect shall prepare, for approval by the O,&ner, Schematic Design Docu- ments consisting of drawings and other documents illustrating the scale and relationship of Project components. 2.2.5 The Architect shall submit to the Owner a preliminary estimate of Construction Cost based on current area, volume or other unit rusts. 2.3 DESIGN DEVELOPMENT PHASE 2.3.1 Based on the approved Schematic Design Documents and Any .tdjustnlents authorized by the Owner in the program, schedule or construction budget, the Architect shall prepare, for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix and describe the size and character of the Project as to architectural, struc- tural, mechanical and electrical systems, materials and such other elements as may be appropriate. 2.3.2 The Architect shall advise the Owner of any adjustments to the preliminary estimate of Construction Cost. 2.4 CONSTRUCTION DOCUMENTS PHASE 2.4.1 Based on the approved Design Development Docu- ments and any further adjustments in the scope or quality of the Project or in the construction budget authorized by the Owner, the Architect shall prepare, for approval by the Owner, Construction Documents consisting of Drawings and Specifica- tions setting forth in detail the requirements for the construc- tion of the Project. 2.4.2 The Architect shall assist the Owner in the preparation of the necessary bidding information, bidding forms, the Condi- tiotls of the Contract, and the form of Agreement between the Owner and Contractor. 2.4.3 The Architect shall advise the Owner of any adjustments to previous preliminary estimates of Construction Cost indi- cated by changes in requirements or general market conditions. 2.4.4 The Architect shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of governmental authorities haying jurisdiction over the Project. 2.5 BIDDING OR NEGOTIATION PHASE 2.5.1 The Architect, following the Owner's approval of the Construction Documents and of the latest preliminary estimate of Construction Cost, shall assist the Owner in obtaining bids or negotiated proposals and assist in awarding and preparing contracts for construction. 2.6 CONSTRUCTION PHASE—ADMINISTRATION OF THE CONSTRUCTION CONTRACT 2.6.1 '['he Architect's wspunsihulity to provide Basic Services for the: Construction Phase under this Agreement commences with the :nrard of the Contract for Construction and termi- nates at the earlier of the i.S.SUAIlCe to the Owner of the final Certificate for Payment Or 60 clay'+ after the date of Substan- tial Completion Of the Work, 2.6.2 The Architect shall provide administration of the Con- tract for Construction as set forth below and in the edition of AIA Document A201; General Conditions of the Contract for Construction, current as of the date of this Agreement, unless otherwise provided in this Agreement. 2.6.3 Duties, responsibilities and limitations of authority of the Architect shall not be restricted, modified or extended without written agreement of the Owner and Architect with consent of the Contractor, which consent shalt not be unreasonably withheld. Y.W See Article 12.3 X AIA DOCUMENT B141 - O%� NER ARCHITECT AGREEMENT - FOURTEENTH EDITION - AIA'V - 0) 1987 7 til• AMERI(.A\ INsTITC'TF. OF ARCHITECTS, 1 -ii NIAX' YC)RKAVENI E, N•W, WASHINGTON, D,C '_OOIKi 8141-1987 2 2.6.15 The Architect shall interpret and decide matters con- cerning performance of the Owner and Contractor under the requirements of the Contract Documents on written request of either the Owner or Contractor. The Architect's response to such requests shall be made with reasonable promptness and within anv time limits agreed upon. 2.6.16 Interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of drawings. When making such interpretations and initial deci- sions, the Architect shall endeavor to secure faithful perfor- mance by both Owner and Contractor, shall not show partiality to either, and shall not be liable for results of interpretations or decisions so rendered in good faith. 2.6.17 The Architect',,; decisions on matters relating to aesthe- tic effect shall be final if consistent with the intent expressed in the Contract Documents. 2.6.18 The Architect shall render written decisions within a rc:t%onable time on all claims, disputes or other matters in ques- tion between the Owner and Contractor relating to the execu- tion or progress of the Work as provided in the Contract Documents. 2.6.19 The Architect's decisions on claims, disputes or other matters, including those in question between the Owner and Contractor, except for those relating to aesthetic effect u pro- vided in Subparagraph 2.6. l', shall be subject to arbitration as provided in this Agreement and in the Contract Documents. ARTICLE 3 ADDITIONAL SERVICES 3.1 GENERAL 3.1.1 The services described In this Article 3 are not included in Basic Services unless so identified in Article 12, and they shall he paid for by the Owner as provided in this Agreement, in addition to the compensation for Basic Services. The services described under Paragraphs 3.2 and 3.4 shall only be provided if authorized or confirmed in writing by the Owner. If services described under Contingent Additional Services in Paragraph 3.3 are required due to circumstances beyond the Architect's control, the Architect ,hal notify the Owner prior to com- mencing such services- If the Owner deems that such services described under Paragraph 3.3 are not required, the Owner shall give prompt written notice to the Architect. If the Owner indicates in writing that all or part of such Contingent Addi- tional Services are not required, the Architect shall have no obli- gation to provide those services. 3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES 3.2.1 If more extensive representation at the site than is described in Subparagraph 2.6.5 is required, the Architect shall provide one or more Project Representatives to assist in carry- ing out such additional on-site responsibilities. 3.2.2 Project Representatives shall be selected, employed and directed Iw the Architect, and the Architect shall be compen- sated therefor as agreed by the Owner and Architect. The duties, responsibilities and limitations of authority of Project Representatives shall be as described in the edition of AIA DoCUMC111 13152 current as of the Lillie of this Agreement, unless otherwise agreed. 3.2.3 Through the observations by such Project Represen- tatives, the Architect shall endeavor to provide further protec- tion for the Owner against defects and deficiencies in the Work, but the furnishing of such project representation shall not modify the rights, responsibilities or obligations of the Architect as described elsewhere in this Agreement. 3.3 CONTINGENT ADDITIONAL SERVICES 3.3.1 Making revisions in Drawings, Specifications or other documents when such revisions are: .1 inconsistent with approvals or instructions previously given by the Owner, including revisions made neces- sary by adjustments in the Owner's program or Proj- ect budget; .2 required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such documents; or .3 due to changes required as a result of the Owner's fail- ure to render decisions in a timely manner. 3.3.2 Providing services required because of significant changes in the Project including, but not limited to, size, qual- ity, complexity, the Owner's schedule, or the method of bid- ding or negotiating and contracting for construction, except for services required under Subparagraph 5.2.5. 3.3.3 Preparing Drawings, Specifications and other documen- tation and supporting data, evaluating Contractor's proposals, and providing other services in connection with Change Orders and Construction Change Directives. 3.3.4 Providing services in connection with evaluating substi- tutions proposed by the Contractor and making subsequent revisions to Drawings, Specifications and other documentation resulting therefrom. 3.3.5 Providing consultation concerning replacement of Work damaged by fire or other cause during construction, and fur- nishing services required in connection with the replacement of such Work. 3.3.6 Providing services made necessary by the default of the Contractor, by major defects or deficiencies in the Work of the Contractor, or by failure of performance of either the Owner or Contractor under the Contract for Construction. 3.3.7 Providing services in evaluating an extensive number of claims submitted by the Contractor or others in connection with the Work. 3.3.8 Providing services in connection with a public hearing, arbitration proceeding or legal proceeding except where the Architect is party thereto. 3.3.9 Preparing documents for alternate, separate or sequential bids or providing services in connection with bidding, negotia- tion or construction prior to the completion of the Construc- tion Documents Phase. 3.4 OPTIONAL ADDITIONAL SERVICES 3.4.1 Providing analyses of the Owner's needs and program- ming the requirements of the Project, 3.4.2 Providing financial feasibility or other special studies. 3.4.3 Providing planning surveys, site evaluations or com- parative studies of prospective sites. AIA DOCUMENT 8141 - OWNER -ARCHITECT AGREEMENT - FOURTEENTH EDITION - AIA® - 81987 THE AMEMCAN INSTITUTE OF ARCHITECTS. 1735 NEW YORK AVENUE, N.W., WASHINGTON, D -C. 20006 B141-1987 4 ARTICLE 5 CONSTRUCTION COST 5.1 DEFINITION 5.1.1 The uon.strucuon Cost shall he the total cost or Csti- mated cost to the Owner of all element.~ of the Project designed or specified by the Architect. 5.1.2 The Construction Cost shall include the cost at current market rates of labor and materials furnished by the Owner and equipment designed, specified, selected or specially provided for by the Architect, plus a reasonable allowance for the Con- tracwr's overhead and profit. In addition, a reasonable allow- .mCr fiir ContingenCies ,hall he included for market condition.~ J1 the tithe of bidding and Ion changes in the Work during cOnstructiun. 5.1.3 Construction Cost does nut include the compensation of the Architect and Architect's consultants, the costs of the land, rights-of-way, financing or other costs which are the respon- sibility of the Owner as provided in Article 4. 5.2 RESPONSIBILITY FOR CONSTRUCTION COST 5.2.1 Evaluations of the Owner's Project budget, preliminary estimates of Construction Cost and detailed estimates of Con- struction Cost, if any, prepared by the Architect, represent the Architect's best judgment as a design professional familiar with the t;onStRIC6011 mdustry. It is recognized, however, that nei- ther the Architect nor the Owner has control over the cost of labor. materials or equipment, Oyer the Contractor's methods of determining hid prices, or over competitive bidding, market or negotiating conditions. Accordingly, the Architect cannot and does not warrant Or represent that bids or negotiated prices will not van• from the Owner's Project budget or from any estimate of Construction Cost or evaluation prepared or agreed to by [Ile Architect. 5.2.2 `O lined limit of Construction Coat shall he established .,L, a condition of this Agreement by the furnishing, proposal or establishment of a Project budget, unless such fixed limit has been agreed upon in venting Andsigned by the parties hereto. If such a fixed limit has been established, the Architect shall be permitted to include contingencies for design, bidding and price escalation, to determine what [Materials, equipment, com- ponent .systems and type~ of construction are to be included in the Contract Documents, to make reasonable adjustments in the scope of the Project and to include in the Contract Docu- ments alternate bids to adjust the Construction Cost to the fixed limit. Fixed limits, if any, shall be increased in the amount of an increase in the Contract Sum occurring after execution of the Contract for Construction. 5.2.3 If the Bidding or Negotiation Phase has not commenced within 90 days after the Architect submits the Construction Documents to the Owner, any Project budget or fixed limit of Construction Cost shall be adjusted to reflect changes in the general level of prices in the construction industry between the date of submission of the Construction Documents to the Owner and the date on which proposals are sought. 5.2.4 If a fixed limit of Construction Cost (adjusted as pro- yidrd in tiuhparagrAph 5,13) is rxcccded by the lowest bona fide bid or negotiated proposal, t1�0 —.�. by more than ten (1-U) percent, the Owner may: .1 give written approval of an increase in such fixed limit; authorize rebidding or renegotiating of the Project within a reasonable time; .3 if the Project is abandoned, terminate in accordance with Paragraph 8.3; or .4 cooperate in revising the Project scope and quality as required to reduce the Construction Cost. 5.2.5 if the Owner chooses to proceed under Clause 5.2.4.4, the Architect, without additional charge, shall modify the Con- tract Documents as necessary to comply with the fixed limit, if established as a condition of this Agreement. The modification of Contract Documents shall be the limit of the Architect's responsibility arising out of the establishment of a fixed limit. The Architect shall be entitled to compensation in accordance with this Agreement for all services performed whether or not the Construction Phase is commenced. ARTICLE 6 USE OF ARCHITECT'S DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENTS l 111 ll{,1 {{{{k�, JIJLL111LdL1.IIJ a.l ✓L1L.i ��.. ua1. Ll.i t: a'. p t by the Architect for this Project are instruments of the Ar hit is service for use solely with respect to this Project and, unle otherwise provided, the Architect shall be deemed the author o ese documents and shall retain all common law, statutory ander reserved rights, including the copyright. The Owner! hall ermitted to retain copies, including repro- ducible copies, of the rchitect's Drawings, Specifications and other documents for int ation and reference in connection with the Owner's use and oc pancy of the Project. The Archi- tect's Drawings, Specifications { other documents shall not be used by the Owner or others on of r projects, for additions to this Project or for completion of this oject by others, unless the Architect is adjudged to be in default der this Agreement, except by agreement in writing and with ap opriate compen- sation to the Architect. 6.2 5Uhi11isSit)n or distribution of documents to m -t official regulatory requirements or for similar purposes in con ction with the Project is not to be construed as publication in de a - f6 Im t i f ih_- ha \-i':5 ecx.. _J See Article 12.4 ARTICLE 7 ARBITRATION 7.1 Claims, disputes or other matters in question between the parties to this Agreement Ing out of or relating to this Agree- ment or breach thereof Agreement subject to and decided by arbi- tration in accordance with the Construction Industry Arbitra- tion Rules of the American Arbitration Association currently in effect unless the parties mutually agree otherwise. 7.2 Demand for arbitration shall be filed in writing with the other party to this Agreement and with the American Arbitra- tion Association. A demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter in question has arisen. In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statutes of limitations. 7.3 No arbitration arising out of or relating to this Agreement shall include, by consolidation, joinder or in any other manner, an additional person or entity not a party to this Agreement, AIA DOCUMENT 8141 - OWNER•ARCIIITECT AGREEMENT - FOURTEENTH EDITION - AIA* - 6P1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 B141-1997 6 XE X BVI the specific information considered by the Owner to be confi- dential or proprietary. The Owner shall provide professional credit for the Architect on the construction sign and in the pro- motional materials for the Project. ARTICLE 10 PAYMENTS TO THE ARCHITECT 10.1 DIRECT PERSONNEL EXPENSE 10.1.1 Direct Personnel Expense is defined as the direct salaries of the Architect's personnel engaged on the Project and the portion of the cost of their mandatory and customary con- inhunons .tnd hencfits related thereto, such ;Is employment taxes and other statutory employee benefits, insurance, sick Icave, holidays, vacations, pensions and similar contributions and henefits. 10.2 REIMBURSABLE EXPENSES 10.2.1 Reimbursable Expenses are in addition to compensa- tion for Basic and Additional Services and include expenses incurred by the Architect and Architect's employees and con- sultants In the interest of the Project, as identified in the follow- ing Clause',. 10.2.1.1 Expense of transportation in connection with the Project expenses in connection Nvith authorized out-of-town travel: !ong-distance communications; and fees paid for secur- ing approv.tl of authorities having jurisdiction over the Project. See Article 12.6 10.2.1.2 Expense of reproductions, postage and handling of Drams ings, Specifications and other documents. 10.2.1.3 It authon7ed In achance by the Owner, expense of overtime \%ork requiring higher than regular rates. 10.2.1.4 Expense of renderings, models and mock ups requested by tftc O-,A-ner 10.2.1.5 Lxpcnsc tit additional insurance coverage or limits, including professional liability insurance, requested by the Owner In excess of that n(:rnially carried by the Architect and Architect'', consultants. 10.2.1.6 Fxpense of computer-aided design and drafting Cgtiipn'Cilt time when Used in connection with the Project. 10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES 10.3.1 An initial payment as set forth in Paragraph 11.1 is the minimum payment under this Agreement. 10.3.2 Subsequent payments for Basic Services shall be made monthly and, where applicable, shall be in proportion to ser- vices performed within each phase of service, on the basis set forth in Subparagraph 11.2.2. 10.3.3 If and to the extent that the time initially established in Subparagraph 11.5.1 of this Agreement is exceeded or extended through no fault of the Architect, compensation for any ser- vices rendered during the additional period of time shall be computed in the manner set forth in Subparagraph 11.3.2. 10.3.4 When compensation is based on a percentage of Con- struction Cost and any portions of the Project are deleted or otherwise not constructed, compensation for those portions of the Project shall be payable to the extent services are per- formed on those portions, in accordance with the schedule set forth in Subparagraph 11.2.2, based on (l) the lowest bona fide bid or negotiated proposal, or (2) if no such bid or proposal is received, the most recent preliminary estimate of Construction Cost or detailed estimate of Construction Cost for such por- tions of the Project. 10.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES 10.4.1 Payments on account of the Architect's Additional Services and for Reimbursable Expenses shall be made monthly upon presentation of the Architect's statement of services ren- dered or expenses incurred. 10.5 PAYMENTS WITHHELD 10.5.1 No deductions shall be made from the Architect's com- pensation on account of penalty, liquidated damages or other SUMS withheld from payments to contractors, or on account of the cost of changes in the Work other than those for which the Architect has been found to be liable. 10.6 ARCHITECT'S ACCOUNTING RECORDS 10.6.1 Records of Reimbursable Expenses and expenses per- taining to Additional Services and services performed on the basis of a multiple of Direct Personnel Expense shall be avail- able to the Owner or the Owner's authorized representative at mutually convenient times. ARTICLE 11 BASIS OF COMPENSATION The Owncr shall compensate the Architect .t', lolluws. 11.1 AN IN'T, IAL PAV1/Ll T, „i uuiiars (a A 67:, 11.2 BASIC COMPENSATION 11.2.1 FOR BASIC SERVICES, a5 described in Article 2, and any other services included in Article 12 as put of Basic Services, Basic Compensation shall be computed as follows: I hu -rt hasli til iompens1111n1, onhdduig stipulated sono• multiples or percentages, and ident+Ji phases to u-bich particular methods of compensation apply, ff necek"tri' l Compensation for Basic Services shall be a stipulated sum of One Million Two Hundred and Sixty -Nine IIIOUSand Three Hundred and Fifty -Five Dollars ($1,269,355.00). AIA DOCUMENT 8141 • OWNER -ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIAO • ©1987 THE AAIERI('AN INSTITUTE OF ARCHITECTS, I -i9 NEW YORK AVENUE, N W, WASHINGTON, D.C. 2(1)06 8141-1987 8 11.5.3 The rates and multiples set forth for Additional Services shall be annually adjusted in accordance with normal salary review practices of the Architect. ARTICLE 12 OTHER CONDITIONS OR SERVICES (Insert descriptions of other sen -ices, identify Additional Services included witbin Basic Compensation and modifications to the payment and compensation terms included in this Agreement.) 12.1 The following services are included in the Architect's Basic Services (Attachment A) and Basic Fee (Article 11.2): Structural Engineering Consultant; Mechanical Engineering Consultant; Electrical Engineering Consultant; Cost Estimating Services; Landscape Architect; Acoustical Consultant; and Interior Design. 1.2.2 The Concept Design phase of work is defined in the Concept Design Work Plan (Attachment A). 12.3 Add the following language to Paragraph 2.6.3: Architect acknowledges that Owner will engage a Construction Manager as a representative of the Owner at the work site. Architect agrees to enter into a separate agreement or modify this Agreement to allocate responsibility for the construction of the work between Architect and Construction Manager. If the parties are unable to reach agreement on this point, the respective duties and responsibilities of the Architect regarding the Construction Manager shall be as specified by Owner in writing. Said specification shall supercede any provisions of this contract, and the duties specified therein shall be deemed Basic Services. 12.4 The Owner acknowledges the design professional's plans and specifications as instruments of professional service. Nevertheless, the plans and specifications prepared under this Agreement shall become the property of the Owner upon completion of the work The Owner agrees to hold harmless and indemnify the design professional against all damages, claims, and losses, including defense costs, arising out of any reuse of the plans and specifications withou written authorization of the design professional. 12.5 Add a new Section 8.8 to provide: or termination of contractf- 4 Notwithstanding any other provision hereof, Architect acknowledges that Owner intends to seek funding for this project from the State of California. Owner will be unable to authorize any architectural services beyond the Concept Design specified in Paragraph 11.2.2 and Attachment A until such funding is awarded. The parties have no current knowledge or expectation concerning the amount of time the State funding process will require. Accordingly, the time limits specified herein shall be extended until resolution of the State funding. No architectural services beyond the Concept Design shall be deemed authorized until State funding is achieved. If owner does not receive State funding, this Agreement may be terminated by Owner without any payment other than the 7.5 percent of the Basic Fee specified in Paragraph 11.2.2. 12.6 Local Presence: The Architect, at their expense, will attend all meetings indicated in the work plan (Attachment B). Time and out of town travel expenses for meetings beyond the eighty (80) person trips included in the Basic Services will be invoiced by the Architect as Additional Services. The Architect will provide Construction Administration services with personnel located in the San Francisco Bay Area and Portland, Oregon, providing service to the project as outlined in this Agreement and with a presence immediate to the project site. 12.7 A fixed limit of construction shall be established as a condition of this Agreement. The fixed limit construction cost shall be agreed upon in writing by the Owner and Architect at the completion of the This Agreemeent eneeceatintoaas'of Clleed ytancl'F rdflrsY�v��tWR and requirements of Article 5 will apply. OWNER CITY OF SAN RAFAEL & MARIN COUNTY (See signature page 11) (.Qgriature) (Printed name and title) BROOME, ORINGDULPH, O'TOOLE, ARCHITECT RUDOLF, BOLES & ASSOCIATES, INC. (See signature page 11) (Signature) Robert E. Oringdulph, Principal (Printed name and title) AIA DOCUMENT 8141 - OWNER -ARCHITECT AGREEMENT - FOURTEENTH EDITION - AIA• - ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W. WASHINGTON, D.C. 20006 B141.1987 10 IN WITNESS WHEREOF, the parties hereto have caused ;:heir duly authorized representatives to execute this agreement the day anti year first above written. CITY OF SAN RAFAEL l� LAWRENCE E. Mayor ATTEST: MULRYAN )Z.- r`.. Wi M. LEON�TIIT City Clerk APPROVED AS TO FOR14: � v VVV City Attorney -J COUNTY 0? MARIN Chair, Board of Supervisors ATTEST: : VICKIE J. DAY Clerk of the Board APPROVED A`3 TO FOPI.1: County Counsel BROOME ORIN9DULPH, O TOCILE, RUDOLF OLES ASSOCIATES, INC. RbBliRT E. ORINGOULPH PrimIipal i 1i i STANDARD FORM OF AGRE' 'NT BETWEEN SAN RAFAEL/MARIN COUN,, AND BROOME, ORINGDULPH, O'TOOLE, RUDOLF, BOLES & ASSOCIATES, INC. February 17, 1990 ATTACHMENT A SAN RAFAEL/MARIN COUNTY RESOURCE LIBRARY CONCEPT DESIGN, WORK PLAN 1.00 PROGRAM START-UP 1.10 Develop a workplan/schedule outlining each task and product intended for each phase of the work. 1.11 Review and finalize proposed special consultants with the Owner. 1.12 Develop costs for accomplishment of the work plan. 1.13 Present proposal for services to the Owner for review and approval. 1.14 Revise proposal for Owner's legal counsel review. 1.15 Complete final Owner/Architect Agreement. 2.00 RESEARCH AND SITE/PROGRAM ANALYSIS 2.10 Gather and review information relevant to the program including site data and documentation of site based on review of existing drawings and field visits, site photographs, and review of drawings of existing buildings relevant to the new project. 2.11 Review existing Program with Owner's Library Planning Consultant (in Portland) to understand program, its history and underlying issues. 2.12 Confirm the participants on the Building Committee and clarify the roles and responsibilities of all project participants, including committee members, oversight panels and elected officials. 2.13 Create a base drawing and study model for the site. 2.14 Complete a preliminary evaluation of building code and other jurisdictional requirements that affect the project. 2.15 Prepare and distribute an agenda for Charette No. 1. 2.16 Facilitate Charette No. 1 in San Rafael (6 to 8 hours). Charette No. 1 to review and establish project goals and objectives, set priorities, contextual implications, site issues, project schedule, and budget. 2.17 Recap the results of Charette No. 1 and distribute meeting notes and information package to meeting participants. 11 STANDARD FORM OF AGI SENT BETWEEN Page 2 SAN RAFAEL/MARIN COUwY AND BROOME, ORINGDULPH, O'TOOLE, RUDOLF, BOLES & ASSOCIATES, INC. February 17, 1990 ATTACHMENT A 2.18 Develop alternative applications of the program to the site and prepare alternative site diagrams. 2.19 Prepare cost models for alternative site diagrams. 2.20 Prepare and distribute Charette No. 2 Agenda. 2.21 Facilitate Charette No. 2 in San Rafael. Charette No. 2 to review alternative site diagrams and program/cost implications of site diagrams. Charette No. 2 to determine design direction for proceeding with Concept Design (3 to 4 hours). 2.22 Summarize and distribute Charette No. 2 results to participants. 2.23 Assist the Owner to initiate a preliminary geotechnical survey of the site and to complete a survey of the site. 2.24 Update the project data base and distribute relevant updated information to the project participants. 3.00 CONCEPT DESIGN 3.10 Based on 2.21 prepare alternative concept designs. 3.11 Review concept alternatives with consultants and agencies. 3.12 Facilitate Charette No. 3 to review concept alternatives, program and cost implications and establish concept direction for project (3 to 4 hours). 3.13 Summarize and distribute results of Charette No. 3 to participants. 3.14 Based on the agreed upon Concept direction develop and refine the project conceptual design to illustrate the scale and three-dimensional relationship of project components. Review conceptual design with consultants and update project cost model. 3.15 Meet with the Owner to review the concept design prior to final documentation. Obtain approval to proceed with final documentation and identify any design refinements required. A STANDARD FORM OF AGI LENT BETWEEN Page 3 SAN RAFAEL/MARIN COUm Y AND BROOME, ORINGDULPH, 0-TOOLE, RUDOLF, BOLES & ASSOCIATES, INC. February 17, 1990 ATTACHMENT A 3.16 Based on the approved Conceptual Design solution, complete final Conceptual Design documents to include a conceptual site plan diagrams, floor plan diagrams, three-dimensional studies illustrating the massing and volume of the project, narrative indicating probable building materials and systems, and Conceptual Design cost estimates. 3.17 Present the final Conceptual Design to the Owner. 3.18 Assist the Owner with completion of Proposition 85 grant request application. END OF ATTACHMENT A JAM: jmf 1550L