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HomeMy WebLinkAboutCC Resolution 8290 (Terra Linda Fire Station)RESOLUTION NO. 8290 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL AUTHORIZING THE SIGNING OF AN AGREE- MENT WITH FORSHER & GUTHRIE FOR THE DESIGN OF THE DEL GANADO FIRE STATION IN TERRA LINDA WHEREAS, the architectural firm of Forsher & Guthrie has submitted to the City a proposal for the design of the Del Ganado Fire Station in Terra Linda; and WHEREAS, the City has accepted said proposal and has agreed to execute an agreement with Forsher & Guthrie for said design services subject to review and approval by the City Attorney's office. NOW, IT IS HEREBY RESOLVED that the CITY MANAGER and CITY CLERK are authorized to execute, on behalf of the City of San Rafael, an agreement with Forsher & Guthrie for the design of the Del Ganado Fire Station in Terra Linda. 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 Council of said City on Monday, the 5th day of November, 1990 by the following vote, to wit: AYES: COUNCILMEMBERS: Boro, Breiner, Shippey, Thayer & Mayor Mulryan NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: None JE l�M. LEONC I, City Clerk Un R1G1N Al w�>- l ti h A M E R I C A N I n a 1 1 I U T E AIA Document B141 O F A R G li l 1 Standard Form of Agreement Between Owner and Architect 1987 EDITION THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION' WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AGREEMENT made as of the day of Nineteen Hundred and BETWEEN the Owner: City of San Rafael (Name and address) 1400 Fifth Avenue San Rafael, California 94901 and the Architect: Forsher + Guthrie (Name and address) Ten H Street San Rafael, California 94901 in the year For the following Project: (Include detailed description of Project, location, address and scope.) New construction of San Rafael Firestation #6 (approximately 4,400 square feet) located at 650 Del Ganado, San Rafael, California. The Owner and Architect agree as set forth below. Copyright 1917, 1926, 1948, 1951, 1953-1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, ©1987 by The American lnstitute of Architects, 1735 New York Avenue, N.W., Washington. D.C. 20006. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright 1285 of the United States and will be subject to legal prosecution. #-;� r=-�N AIA DOCUMENT 8141 • OW -,ER -ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIA• . (cD1987 —...-...��.� ,.---- ,�..�.....,._....... Q1A1 -C107 TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT ARTICLE 1 ARCHITECT'S RESPONSIBILITIES 1.1 ARCHITECTS SERVICES 1.1.1 The Architect's services consist of those services per- formed by the Architect, Architect's employees and Architect's consultants as enumerated in Articles 2 and 3 of this Agreement and any other services included in Article 12. 1.1.2 The Architect's services shall be performed as expedi- tiously as is consistent with professional skill and care and the ordcriv progress of the Work. Upon request of the Owner, the Architect shall submit for the Owner's approval a schedule for the performance of the Architect's services which may be adjusted as the Project proceeds, and shall include allowances for periods of time required for the Owner's review and for approval of submissions by authorities having jurisdiction over the Project. Time limits established by this schedule approved by the Owner shall not, except for reasonable cause, be exceeded by the Architect or Owner. 1.1.3 The services covered by this Agreement are subject to the time limitations 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 pan of Basic Services, and include normal struc- tural, mechanical and electrical engineering services. 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 mutual understanding of such requirements with the Owner. 2.2.2 The Architect shall provide a preliminary evaluation of the Owner's program, schedule and construction budget requirements, each in terms of the other, subject to the limita- tions set forth in Subparagraph 5.2.1. 2.2.3 The Architect shall review with the Owner alternative approaches to design and construction of the Project. 2.2.4 Based on the mutually agreed-upon program, schedule and construction budget requirements, the Architect shall prepare, for approval by the Owner, 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 costs. 2.3 DESIGN DEVELOPMENT PHASE 2.3.1 Based on the approved Schematic Design Documents and any adjustments authorized by the Owner in the program, schedule or construction budget, the Architect shall pre for approval by the Owner, Design Development Docun consisting of drawings and other documents to fix and des the size and character of the Project as to architectural, s rural, mechanical and electrical systems, materials and other dements as may be appropriate. 2.3.2 The Architect shall advise the Owner of any adjustrr to the preliminary estimate of Construction Cost. 2.4 CONSTRUCTION DOCUMENTS PHASE 2.4.1 Based on the approved Design Development D ments and any further adjustments in the scope or qualit the Project or in the construction budget authorized by Owner, the Architect shall prepare, for approval by the Ow Construction Documents consisting of Drawings and Speci tions setting forth in detail the requirements for the conn tion of the Project. 2.4.2 The Architect shall assist the Owner in the preparatio the necessary bidding information, bidding forms, the Cc tions of the Contract, and the form of Agreement between Owner and Contractor. 2.4.3 The Architect shall advise the Owner of any adjustm to previous preliminary estimates of Construction Cost i sated by changes in requirements or general market conditic 2.4.4 The Architect shall assist the Owner in connection � the Owner's responsibility for filing documents required the approval of governmental authorities having jurisdici over the Project. 2.5 BIDDING OR NEGOTIATION PHASE 2.5.1 The Architect, following the Owner's approval of Construction Documents and of the latest preliminary esttm of Construction Cost, shall assist the Owner in obtaining b or negotiated proposals and assist in awarding and prepar contracts for construction. 2.6 CONSTRUCTION PHASE—ADMINISTRATION OF THE CONSTRUCTION CONTRACT 2.6.1 The Architect's responsibility to provide Basic Servi for the Construction Phase under this Agreement commen with the award of the Contract for Construction and terming at the earlier of the issuance to the Owner of the frnal Cenific for Payment or 60 days after the date of Substantial Complete Of the Work, to dess extended under the terms of Subpar2gr2 10.3.3. 2.6.2 The Architect shall provide administration of the Ct tract for Construction as set forth below and in the edition ALA Document A201, General Conditions of the Contract Construction, current as of the date of this Agreement, un] Otherwise provided in this Agreement. 2.6.3 Duties, responsibilities and limitations of authority of I Architect shall not be restricted, modified or extended with[ written agreement of the Owner and Architect with consent the Contractor, which consent shall not be unreasonat withheld. AIA DOCUMENT 8141 • OWNER -ARCHITECT AGREEMENT • FOURTEEN EDITION • AIA* • (91987 THE A ME°ICAN I ;S—' -•'TF / v Fr aTECT5. 1-15 NEIL' YORK AVEN •E, u' WASHINGTON D C 20W 9141-' °i3% 2.6.4 The Architea shall be a representative of and shall advise and consult with the Owner (1) during construction until final payment to the Contractor is due, and (2) as an Additional Ser- vice at the Owner's -direction from time to time during the cor- rection period described in the Contract for Construction. The Architect shall have authority to act on behalf of the Owner only to the extent provided in this Agreement unless otherwise modified by written instrument. 2.6.5 The Architect shall visit the site at intervals appropriate to the stage of construction or as otherwise agreed by the Owner and Architect in writing to become generally familiar with the progress and quality of the Work completed and to determine in general if the Work is being performed in a man- ner indicating that the Work when completed will be in accor- dance with the Contract Documents. However, the Architect shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. On the basis of on-site observations 25 an architect, the Architect shall keep the Owner informed of the progress and quality of the Work, and shall endeavor to guard the Owner against defects and deficiencies in the Rork. (More extensive site representation may be agreed to as an Additional Service, as described in Paragrapb 3.2.) 2.6.6 The Architect shall not have control over or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, since these are solely the Contractor's responsibility under the Contract for Construction. The Architect shall not be responsible for the Contractor's schedules or failure to carry out the Work in accor- dance with the Contract Documents. The Architect shall not have control over or charge of acts or omissions of the Contrac- tor, Subcontractors, or their agents or employees. or of any other persons performing portions of the Work. 2.6.7 The Architect shall at all times have access to the Work wherever it is in preparation or progress. 2.6.8 Except as may otherwise be provided in the Contract Documents or when direct communications have been spe- cially authorized, the Owner and Contractor shall communicme through the Architect. Communications by and with the Archi- tect's consultants shall be through the Architea. 2.6.9 Based on the Architect's observations and evaluations of the Contractor's Applications for Payment, the Architect shall review and certify the amounts due the Contractor. 2.6.1 d The Architect's certification for payment shall consti- tute a representation to the Owner, based on the Architect's observations at the sire as provided in Subparagraph 2.6.5 and on the data comprising the Contractor's Application for Pay- ment, that the Work has progressed to the point indicated and that, to the best of the Architect's knowledge, information and belief, quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to an evaluation of the V("ork for conformance with the Contract Documents upon Substantial Completion, to results of subse- quent tests and inspections, to minor deviations from the Con- tract Documents correctable prior to completion and to spe- cific qualifications expressed by the Architect. The issuance of a Certificate for Payment shall further constitute a representation that the Contractor is entitled to payment in the amount certi- fied. However, the issuance of a Certificate for Payment shall not be a representation that the Architect has (1) made exhaus- tive or continuous on-site inspections to check the quality- or quantity of the Work, (2) reviewed construction mesas. rr. ods, techniques, sequences or procedures, (3) reviewed cc of requisitions received from Subcontractors and material peers and other data requested by the Owner to substan the Contractor's right to payment or (4) ascertained how of what purpose the Contractor has used money previously on account of the Contract Sum. 2.6.11 The Architect shall have authority to reject Work wl does not conform to the Contract Documents. QChencver Architect considers it necessary or advisable for impleme cion of the intent of the Contract Documents, the Architect have authority to require additional inspection or testing of Work in accordance with the provisions of the Contract Dc ments, whether or not such Work is fabricated, installed completed. However, neither this authority of the Architect. a decision made in good faith either to exercise or not to c cise such authority shall give rise to a duty or responsibilit} the Architect to the Contractor, Subcontractors, material equipment suppliers, their agents or employees or other F sons performing portions of the Work. 2.6.12 The Architect shall review and approve or take otl appropriate action upon Contractor's submittals such as Sh Drawings, Product Data and Samples, but only for the limb purpose of checking for conformance with infomiation gi1 and the design concept expressed in the Contract Documer The Architect's action shall be taken with such reasonai promptness as to cause no delay in the Work or in the cc struction of the Owner or of separate contractors, while alio ing sufficient time in the Architect's professional judgment permit adequate review. Review of such submittals is not cc ducted for the purpose of determining the accuracy and cc. pleteness of other details such as dimensions and quantities for substantiating instructions for installation or performance equipment or systems designed by the Contractor, all of whi remain the responsibility of the Contractor to the exte required by the Contract Documents. The Architect's revie shall not constitute approval of safer- precautions or, unie otherwise specifically stated by the Architect, of constructic means, methods, techniques, sequences or procedures. 71 Architect's approval of a specific item shall not indica approval of an assembly of which the item is a componer When professional certification of performance characteristi of materials• systems or equipment is required by the Contra Documents, the Architect shall be entitled to rely upon sue certification to establish that the materials, systems or equi ment will meet the performance criteria required by the Co tract Documents. 2.6.13 The Architect shall prepare Change Orders and Co struction Change Directives, with supporting documentatic and data if deemed necessary by the Architect as provided Subparagraphs 3.1.1 and 3.3.3, for the Owner's approval ar execution in accordance with the Contract Documents, ar tray authorize minor changes in the Work not involving a adjustment in the Contract Stun or an extension of the Contra Time which are not inconsistent with the intent of the Contra Documents. 2.6.14 The Architect shall conduct inspections to determin the date or dates of Substantial Completion and the date of fin: completion, shall receive and forward to the Owner for th Owner's review and records written warranties and relate documents required by the Contract Documents and asset bled by the Contractor. and shall issue a final Certificate for Pa} ment upon compliance with the requirements of the Contrac Documents. AIA DOCUMENT 8141 • OWNER -ARCHITECT AGREE.IEN-r • FOURTEE'r7H EDiTIO\ •AIA° • (S: 19; 3 13141-1987 THE.01ERICAN INSTITUTE OF ARCHITECTS l';5 NEV'YORK A 'F -NUE "u- '- k5HI1:(_1-01� " C __r' 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 any time limits agreed upon. 2.6.16 Interpretations and decisions of the Architect shall 1)i-- consistent econsistent 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 Contactor, 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's 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 reasonable 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 as pro- vided in Subparagraph -7.6.17. 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 be 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 shall 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 pan 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 by 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 Document B352 current as of the date of this Agreement, unless otherwise agreed. 323 Through the observations by such Project Re tatives, the Architect shall endeavor to provide further don for the Owner against defects and deficiencies in the but the furnishing of such project representation st modify the rights, responsibilities or obligations of the A as described elsewhere in this Agreement. 3.3 CONTINGENT ADDITIONAL SERVICES 3.3.1 Making revisions in Drawings, Specifications o, documents when such revisions are: .1 inconsistent with approvals or instructions pre given by the Owner, including revisions made sar• by adjustments in the Owner's program c ea budget; .2 required by the enactment or revision of code or regulations subsequent to the preparation c documents; or .3 due to changes required as a result of the Ow•ne ure to tender decisions in a timely manner. 3.3.2 Providing services required because of sign, changes in the Project including, but not limited to, size. ity, complexity, the Owner's schedule, or the method o ding or negotiating and contracting for construction, exce services required under Subparagraph 5.2.5. 3.3.3 Preparing Drawings, Specifications and other docu tation and supporting data, evaluating Contractor's prop and providing other services in connection with CI Orders and Consuuction Change Directives. 3.3.4 Providing services in connection with evaluating st rutions proposed by the Contractor and making subsec revisions to Drawings, Specifications and other document resulting therefrom. 3.3.5 Providing consultation concerning replacement of damaged by fire or other cause during construction, and nishing services required in connection with the replacer of such Work. 3.3.6 Providing services made necessary by the default o Contractor, by major defects or deficiencies in the Work o Contractor, or by failure of performance of either the Own( Contractor under the Contract for Construction. 3.3.7 Providing services in evaluating an extensive numbe claims submitted by the Contractor or others in connec with the Work. 3.3.8 Providing services in connection with a public hear arbitration proceeding or legal proceeding except where Architect is parry thereto. 3.3.9 Preparing documents for altemate, separate or sequn bids or providing services in connection with bidding, negc tion or construction prior to the completion of the Consu tion Documents Phase. 3.4 OPTIONAL ADDITIONAL SERVICES 3.4.1 Providing analyses of the Owner's needs and progn ming the requirements of the Project. 3.4.2 Providing financial feasibility or other special studir� 3.4.3 Providing planning surveys, site cvalusuens or cc paratn•e studies of prospective sacs AIA DOCUMENT 8141 • f)v NEP.ARCHITECT AGREEMENT • FOURTEENTH EDIT10N • UAs • EF MR- 3.4.4 Providing special surveys, environmental studies and submissions required for approvals of govem 1Cntal authorities or others having jurisdiction over the Project. 3.4.5 Providing services relative to future facilities, systems and equipment. 3.4.6 Providing services to investigate existing conditions or facilities or to make measured drawings thereof. 3.4.7 Providing services to verify the accuracy of drawings or other information furnished by the Owner. 3.4.8 Providing coordination of construction performed by separate contractors or by the Owner's own forces and coordi- nation of services required in connection with construction performed and equipment supplied by the Owner. 3.4.9 Providing services in connection with the work of a con- struction manager or separate consultants retained by the Owner. 3.4.10 Providing detailed estimates of Construction Cost. 3.4.11 Providing detailed quantity surveys or inventories of material, equipment and labor. 3.4.12 Providing analyses of owning and operating costs. 3.4.13 Providing interior design and other similar services required for or in connection with the selection, procurement or installation of furniture, furnishings and related equipment. 3.4.14 Providing services for planning tenant or rental spaces. 3.4.15 Making investigations, inventories of materials or equip- ment, or valuations and detailed appraisals of existing facilities. 3.4.16 Preparing a set of reproducible record drawings show- ing significant changes in the Work made during construction based on marked -up prints, drawings and other data furnished by the Contractor to the Architect. 3.4.17 Providing assistance in the utilization of equipment or systems such as testing, adjusting and balancing, preparation of operation and maintenance manuals, training personnel for operation and maintenance, and consultation during operation. 3.4.18 Providing services after issuance to the Owner of the final Certificate for Payment, or in the absence of a final Cer- tificate for Payment, more than 60 days after the date of Sub- stantial Completion of the Work. 3.4.19 Providing services of consultants for other than archi- tectural, structural, mechanical and electrical engineering por- tions of the Project provided as a part of Basic Services. 3.4.20 Providing any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted architectural practice. ARTICLE 4 OWNER'S RESPONSIBILITIES 4.1 The Owner shall provide full information regarding requirements for the Project. including a program which shall set forth the Owner's objectives, schedule, constraints and cri- teria, including space requirements and relationships, flexi- bility, expandabilin-, special equipment, systems and site requirements. 4.2 The Owner shall establish and update an overall buds the Project, including the Construction Cost, the Owner's costs and reasonable contingencies related to all of these 4.3 If requested by the Architect, the Owner shall furnis dente that financial arrangements have been made to fulf Owner's obligations under this Agreement. 4.4 The Owner shall designate a representative authotiz act on the Owner's behalf with respect to the Project. Owner or such authorized representative shall render deer in a timely manner pertaining to documents submitted b Architect in order to avoid unreasonable delay in the on and sequential progress of the Architect's services. 4.5 The Owner shall furnish surveys describing ph) characteristics, legal limitations and utility locations for the of the Project, and a written legal description of the site. surveys and legal information shall include, as applic grades and lines of streets, alleys, pavements and adjoi Property and structures; adjacent drainage; rights -of restrictions, easements, encroachments, zoning, deed re: tions, boundaries and contours of the site; locations, dir sions and necessary data pertaining to existing buildings, o improvements and trees; and information concerning avail utility services and lines, both public and private, above below grade, including inverts and depths. All the informs on the survey shall be referenced to a project benchmark. 4.6 The Owner shall famish the services of geotechnical e neers when such services are requested by the Architect. S services may include but are not limited to test borings, pits, determinations of soil bearing values, percolation to evaluations of hazardous materials, ground corrosion and rc tivity tests, including necessary operations for anticipating s soil conditions, with reports and appropriate professic recommendations. 4.6.1 The Owner shall furnish the services of other corn tants when such services are reasonably required by the scc of the Project and are requested by the Architect. 4.7 The Owner shall furnish structural, mechanical, chemic air and water pollution tests, tests for hazardous materials, a other laboratory and environmental tests, inspections a reports required by law or the Contract Documents. 4.8 The Owner shall furnish all legal, accounting and insurar, counseling services as may be necessary at any time for t Project, intruding auditing services the Owner may require verify the Contractor's Applications for Payment or to ascent: how or for what purposes the Contractor has used the mon paid by or on behalf of the Owner. 4.9 The services, information, surveys and reports required I Paragraphs 4.5 through 4.8 shall be furnished at the Owne expense, and the Architect shall be entitled to rely upon tl accuracy and completeness thereof. 4.10 Prompt written notice shall be given by the Owner to d Architect if the Owner becomes aware of any fault or defect the Project or nonconformance with the Contract Document 4.11 The proposed language of certificates or certificatior requested of the Architect or Architect's consultants shall t submitted to the Architect for review and approval at least 1 days prior to execution. The Owner shall nor request certific tions that would require knowledge or services beyond th scope of this Agreement. AtA DOCUMENT 8141 • OWNER -ARCHITECT AGREEMENT - FOURTEENTH ED1T'O\ • ALAt • 1<;191 5 8141-10A7 ARTICLE 5 CONSTRUCTION COST 5.1 DEFINITION 5.1.1 The Construction Cost shall be the total cost or esti. mated cost to the Owner of all elements 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- tractor's overhead and profit. In addition, a reasonable allow. ance for contingencies shall be included for marker conditions at the time of bidding and for changes in the Work during construction. 5.1.3 Construction Cost does not 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 construction industry. It is recognized, however, that nei- ther the Architect nor the Owner has control over the cost of Libor, materials or equipment, over the Contractor's methods of determining bid 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 vary from the Owner's Project budget or from any estimate of Construction Cost or evaluation prepared or agreed to by the Architea. 5.2.2 No fixed limit of Construction Cost shall be established as a condition of this Agreement by the famishing, proposal or establishment of a Project budget, unless such fixed limit has been agreed upon in writing and signed 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 types 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 !imus, 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 Phasc 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- vided in Subparagraph 5.2.3) is exceeded by the lowest bona fide bid or negotiated proposal, the Owner shall: .1 give written approval of an increase in such fixed r t limit; .2 authorize rebidding or renegotiating of the Project within a reasonable time; .3 if the Project is abandoned, terminate in actor with Paragraph 8.3; or .4 cooperate in revising the Project scope and qua requited to reduce the Construction Cost. 5.2.5 If the Owner chooses to proceed under Clause 5 the Architect, without additional charge, shall modify the tract Documents as necessary to comply with the fixed li established as a condition of this Agreement. The modifi, of Contract Documents shall be the limit of the Arch responsibility arising out of the establishment of a fixed The Architect shall be entitled to compensation in accon with this Agreement for all services performed whether c the Construction Phase is commenced. ARTICLE 6 USE OF ARCHITECTS DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENT: 6.1 The Drawings, Specifications and other documents pared by the Architect for this Project are instruments o Architect's service for use solely with respect to this Pr and, unless otherwise provided, the Architect shall be dee the author of these documents and shall retain all common statutory and other reserved rights, including the copyr The Owner shall be permitted to retain copies, including re ducible copies, of the Architect's Drawings, Specifications other documents for information and reference in conrim with the Owner's use and occupancy of the Project. The A test's Drawings, Specifications or other documents shall nc used by the Owner or others on other projects, for additior this Project or for completion of this Project by others, ur the Architect is adjudged to be in defauit under this Agreem except by agreement in writing and with appropriate coml sation to the Architect. 6.2 Submission or distribution of documents to meet off regulatory requirements or for simiIar purposes in connec with the Project is not to be construed as publication in den tion of the Architect's reserved rights. ARTICLE 7 ARBITRATION 7.1 Claims, disputes or other matters in question between Parties to this Agreement arising out of or relating to this Ag1 meet or breach thereof shall be subject to and decided by a tration in accordance with the Construction Industry Arbi tion Rules of the American Arbitration Association currents) effect unless the parties mutually agree otherwise. 7.2 Demand for arbitration shall be filed in writing with other panty to this Agreement and with the American Arbi tion Association. A demand for arbitration shall be made wit. a reasonable time after the claim, dispute or other matter question has arisen. In no event shall the demand for arbitrate be made after the due when institution of legal or equim Proceedings based on such claim, dispute or other matter question would be barred by the applicable statutes of limitatio 7.3 No arbitration arising out of or relating to this Agreemt shall include, by consolidation, joinder or in any other mann an additional person or entity not a party to this Agreeme AIA DOCUMENT 8141 • ORTER.ARCHJTECT AGREEMENT • FOUJRTEENT EDrnON • AlAg • ©1987 ---'�'-- the specific information considered by the Owner to be confi- dential or proprietary. The Owner shall provide professional audit 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- tributions and benefits related thereto, such as employment taxes and other statutory employee benefits. insurance, sick leave, holidays, vacations, pensions and similar contributions and benefits. 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 Clauses. 10.2.1.1 Expense of transportation in connection with the Project: expenses in connection with authorized out -Of --town travel; long-distance communications: and fees paid for secur- ing approval Of authorities having jurisdiction over the Project. 10.2.1.2 Expense of reproductions, postage and handling of Drawings, Specifications and other documents. 10.2.1.3 If authorized in advance by the Owner, expense of overtime work requiring higher than regular rues. 10.2.1.4 Expense of renderings, models and mock-ups requested by the Owner. 10.2.1.5 Expense of additional insurance coverage or limits, including professional liability insurance, requested by the Owner in excess of that normally carried by the Architect and Architect's consultants. 10.2.1.6 Expense of computer-aided design and drafting equipment time when used in connection with the Project. 10.3 PAYMENTS ON ACCOUNT OF 13ASIC SEAM 10.3.1 An initial payment as set forth in Paragraph 11.1 minimum payment under this Agreernent. 10.3.2 Subsequent payments for Basic Services shall be monthly and, where applicable, shall be in proportion vCes'performed within each phase of service, on the ba forth in Subparagraph 11.2.2. 10.3.3 If and to the extent that the time initially estabiisl Subparagraph 11.5.1 of this Agreement is exceeded or ext through no fault of the Architect, compensation for an vices rendered during the additional period of time sh computed in the manner set forth in Subparagraph 11.3 10.3.4 When compensation is based on a percentage of struction Cost and any portions of the Project art delet otherwise not constructed, compensation for those porde the Project shall be payable to the extent services are formed on those portions, in accordance with the schedu forth in Subparagraph 11.2.2, based on (1) the lowest bon: bid or negotiated proposal, or (2) if no such bid or propc received, the most recent preliminary estimate of Constru Cost or detailed estimate of Construction Cost for such tions of the Project. 10.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES 10.4.1 Pavtnents on account of the Architect's Additl Services and for Reimbursable Expenses shall be made mur upon presentation of the Architect's statement of services dered or expenses incurred. 10.5 PAYMENTS WITHHELD 10.5.1 No deductions shall be made from the Architect's c pensation on account of penalty, liquidated damages or o sums withheld from payments to contractors, or on accour the cost of changes in the Work other than those for which Architect has been found to be liable. 10.6 ARCHITECT'S ACCOUNTING RECORDS 10.6.1 Records of Reimbursable Expenses and expenses i twining to Additional Services and serices performed on basis of a multiple of Direct Personnel Expense shall be 21 able to the Owner or the Owner's authorized representatt%• mutually convenient times. ' ARTICLE 11 BASIS OF COMPENSATION The Owner shall compensate the Architect as follows: 11.1 AN INITIAL PAYMENT of TWO thousand Dollars (s 2 , 000 . 00 Shall be made upon execution of this Agreement and credited to the Owner's account at final payment. 11.2 BASIC COMPENSATION 11.2.1 FOR BASIC SERVICES, as described in Article 2, and any other services included in Article 12 as pan of Basic Services, Bas Compensation shall be computed as follows: necenan—. j of cunr/xatsatirnr, in rlrprrlared sums. multiples or J�prre7rraK-- and rderrnfr Pbmc ,o U1 cb parrrcular meil)oas of commmition apphl% Stipulated Sum of $40,000.00. AIA DOCUMENT 8141 • OWNER -ARCHITECT AGREEMENT • FOURTEENTH EDITION • AlAS • CG I9a-7 THE AMERICAN INSTITI'TE OF ♦RCHITECTS 1 -i5 NEW YORK AVENUE. N u'. WA5HINGTON. D r lrvvv. PI AI -I oA7 accept by written consent containing a specific . J to this Agreement signed by the Owner, Architect. and any other Person or entity sought to be joined. Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration of any claire, dispute or other matter in question not described in the written consent or with a person or entity not named or described therein. The foregoing agrm- mcnt to arbitrate and other agreements to arbivate with an additional person or entity duly consented to by the patties to this Agreement shall be spedfccally enforceable in accordance with applicable law in any court having jurisdiction thereof. 7.4 The award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. ARTICLE 8 TERMINATION, SUSPENSION OR ABANDONMENT 8.1 This Agreement may be terminated by either party upon not less than seven days' written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. 8.2 If the Project is suspended by the Owner for more than 30 consecutive days, the Architect shall be compensated for ser- vices performed prior to notice of such suspension. When the Project is resumed, the Architect's compensation shall be equi- tably adjusted to provide for expenses incurred in the interrup- tion and resumption of the Architect's services. 8.3 This Agreement may be terminated by the Owner upon not less than seven days' written notice to the Architect in the event that the Project is permanently abandoned. If the Project is abandoned by the Owner for more than 90 consecutive days, the Architect may terminate this Agreement by giving written notice. 8.4 Failure of the Owner to make payments to the Architect in accordance with this Agreement shall be considered substantial nonperformance and cause for termination - 6.5 If the Owner fails to make payment when due the Archi- tect for services and expenses, the Architect may. upon seven days' written notice to the Owner, suspend performance of ser- vices under this Agreement. Unless payment in full is received by the Architect within seven days of the date of the notice, the suspension shall take effect without further notice. In the event Of a suspension of services, the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. 8.6 In the event of termination not the fault of the Architect, the Architect shall be compensated for services performed prior to termination, together with Reimbursable Expenses then due and all Termination Expenses as defined in Paragraph 5.7. 8.7 Termination Expenses are in addition to compensation for Basic and Additional Services, and include expenses which are directly attributable to termination. Termination Expenses shall be computed as a percentage of the total compensation for Basic Services and Additional Services earned to the time of ter- mination, as follows: .1 Twenty percent of the total compensation for Basic and Additional Services earned to date if termination occurs before cir dunng the predesign. site analysis, or - Schematic Design Phases. or .2 Ten percent of the total compensation for Bas Additional Services earned to date if termi occurs during the Design Development Phase; .3 Five percent of the total compensation for Bas) Additional Services earned to date if termit occurs during any subsequent phase. ARTICLE 9 MISCELLANEOUS PROVISIONS 9.1 Unless otherwise provided, this Agreement shall be erred by the law of the principal place of business e Architect. 9.2 Terms in this Agreement shall have the same mean those in AIA Document A201, General Conditions of the tract for Construction, current as of the date of this Agri = 9.3 Causes of action between the parties to this Agree pertaining to acts or failures to act shall be deemed to accrued and the applicable statutes of limitations shall mence to run not later than either the date of Substantial pletion for acs or failures to act occurring prior to Subst; Completion, or the date of issuance of the final Certifrcat Payment for acts or failures to act occurring after Subst< Completion. 9.4 The Owner and Architect waive all rights against other and against the contractors, consultants, agents employees of the other for damages, but only to the extent Bred by proper insurance during construction. except rights as they may have to the proceeds of such insurance a forth in the edition of AIA Document A201, General Condit of the Contract for Construction, current as of the date of Agreement. The On and Architect each shall require sir, waivers from their contractors, consultants and agents. 9.5 The Owner and Architect, respectively, bind themsel their partners, successors, assigns and legal representative the other parry to this Agreement and to the partners, suc sons, assigns and legal representatives of such other party N respect to all covenants of this Agreement. neither Owner Architect shall assign this Agreement without the written c sent of the other. 9.6 This Agreement represents the entire and integrated agi meet between the Owner and Architect and- supersedes prior negotiations. representations or agreements. either a I= or oral. This Agreement may be amended only by writ instrument signed by both Owner and Architect. 9.7 Nothing contained in this Agreement shall create a conn tuai relationship with or a cause of action in favor of a th party against either the Owner or Architect. 9.8 Unless otherwise provided in this Agreement, the Archit and Architect's consultants shall have no responsibility for i discovery, presence, handling, removal or disposal of or exi sure of persons to hazardous materials in any form at the Proj site, including but not limited to asbestos, asbestos produc poh'dilonnated biphenyl (PCB) or other toxic substances. 9.9 The Architect shall have the right to include represen tions of the design of the Project, including photographs of t exterior and interior, among the Architect's promotional ai professional materials. The Architect's matenals shall n include the Owner•.s confidential or proprinan• information the Owner has previously advised the Architect in venting AIA DOCUMENT 8141 • Fl\X•\FR AQrV11'r r- - • --•- ---^-^ -- I 1.2.2 Where Compensation !s based on a sdpulatad stun or pcn=tage of C=Isoucdon Cost, progress payments for Basic Se in each phase shall total the following percauages of the total Basic Compensation payable. (Insert additional pbases as appropriate.) Schematic Design Phase: $4,000-00 Ten percent (10.0) Design Development Phase: $4,000-00 Ten lcent (10%) Construction Documents Phase: $22,000-00 Fifty Five percent ( 5 50%) BIdding or Negotiation Phase: $2,000-00 Five percent ( 05%) Construction Phase: $8,000.00 Twenty percent( 2 09'0) Total Basic Compensation: $40,000-00 one hundred percent (100 %) 11.3 COMPENSATION FOR ADDITIONAL SERVICES 11.3.1 FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES, as described in Paragraph 3.2, compensation shall be c putcd as follows: Hourly rates as follows: Principal Architect ............ $90.00 per hour Principal Planner..............$90.00 per hour Project Architect ..............$65.00 per hour Job Captain ....................$55.00 per hour Draftsperson 1 .................$45.00 per hour Draftsperson 2 .................$35.00 per hour Clerical .......................$25-00 per hour 11.3.2 FOR ADDITIONAL SERVICES OF THE ARCHITECT, as described in Articles 3 and 12, other than (1) Additional Pro Representation, as described in Paragraph 3.2, and (2) services included in Article 12 as pan of Additional Services, but excluding vices of consultants, compensation shall be computed as follows: (Insen basis of compensation, including rates atdibr multiples of Direct Personnel Egwnse for Pftnctpals and emplo)ees, and identify Principals and cls employees. if required. Identify specific seri-1ces to uttiicb particular metbods of compensation apply, if necessary.) Hourly rates (as listed in 11.3.1.) 11.3.3 FOR ADDITIONAL SERVICES OF CONSULTANTS, including additional structural, mechanical and eleancai engineer, services and those provided under Subparagraph 3.4.19 or identified in Article 12 as part of Additional Services, a multiple One point One ( 1. 1 ) times the amounts billed to the Architect for such services. (Identify specific types of consultatirs to Article IZ, If required.) 11.4 REIMBURSABLE EXPENSES 11.4.1 FOR REIMBURSABLE EXPENSES, as described in Paragraph 10.2, and any other items included in Article 12 as Reimbursat Expenses, a multiple of One point One ( 1. 1) times the expenses insured by the Architect, the Architec employees and consultants in the interest of the Proicct. 11.5 ADDITIONAL PROVISIONS 11.5.1 IF THE BASIC SERVICES covered by this Agreement have not been completed within SiX ( 6 ) months of the date hereof, through no fault of the Architect, euension of the Architect's services beyond that time shall t compensated as provided in Subparagraphs 10.3.3 and 11.3.2- 11-5.2 Payments arc due and payable Ten ( 10 ) days from the date of the Architect's invoic Amounts unpaid Thirty ( 3 0 ) days after the invoice date shall bear interest at the rate entered below, in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Architect. (I n,nen Me of Intteer�est❑agr+ee+{d�upoon.)) �7 p a n n 7 ( Q 1 (Usut� lau seared regtFim :rn'q under'6'4 � 77itZO7rTTkhdt4;9.1lrhilar state and local consumer credit laus and orber regulations at the Ou7ier's and A>rJ sect's principal places of business, rbe location of the Prgect and elsewhere may affect the enitdih• of this proi iston. Speafic legal advice sbouid be obtained uv respect to deletions or modifications. and also regarding rnluirvi ens such as written disclosures or utas ens.) AIA DOCUMENT 8141 • OVNFR•ARCHITECT AGREEMENT • FOL'R7EEN7H EDITION • A!A• • nIq 9 B141 -I QR7 ARTICLE 12 OTHER CONDITIONS OR SERI ES 12.1 Preparation of Owner's Scope of Work to obtain Civil Engineering, Land Surveying and Soils Engineering services. 12.2 Preparation of a set of reproducible record drawings showing significant change in the Work made during construction based on marked up prints, drawings and other data furnished by the Contractor to the Architect. 12.3 Preparation of exhibits required by the City of San Rafael as fisted in the Design Review submittal checklist and attendance at two Design Review Board meetings. 12.4 Architect shall secure and maintain professional liability insurance in connection with the services performed hereunder, with limits of liability not less than $500,000 per claim, and annual aggregate. Satisfactory evidence of the required insurance must be provided Owner by either a separate policy or certificate of insurance naming the Owner as an additional insured thereunder. 12.5 The Owner agrees to defend, indemnify and hold the Architect and his principals, employees, agents and consultants harmless from any such asbestos and/or other hazardous waste materials related claims that may be brought by third parties as a result of the services provided by the Architect/Engineer pursuant to this Agreement, excepting only such claims as may be caused by the sole negligence or willful misconduct of the Architect. 12.6 Owner shall designate a project manager to perform daily site inspections. Said project manager may deal directly with the Contractor regarding operational issues including but not limited to safety problems. If any such dealing involves, or may involve, a change in the scope of work then the project manager shall inform the Architect who will consult with the Contractor pursuant to paragraph 2.6.8. MODIFICATIONS 4.6 Line 2: 1. .....by the Architect, and mutually agreed to by City and the Architect. 4.6.1 Line 3: 2. .....by the Architect, with the City of San Rafael's consent. 6.1 Line 10: 3. .....of the Project. Architect will give to City a set of reproducible "as-builts". 8:7 Deleted This Agreement entered into as of the day and year first OWNE (Signature) PAMELA J. NICOLAI, Citv Manaapr (Printed name and title) AIA DOCUMENT B141 ATTEST: Jtld t'i- L—UO CII 1, C ty Cl e r k Robert Forsher,AIA (Printed name and title) Approved as sq nirw 141-1987 10 CITY ATTORNEY