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Home My WebLink AboutMINUTES - 03071995 - 1.39 - n ` Contra TO: BOARD OF SUPERVISORS costa °z FROM: PHIL BATCHELORCOUnty County Administrator DATE: March 7, 1995 SUBJECT: AGREEMENT FOR THE CONSTRUCTION OF CONTRA COSTA COUNTY FIRE PROTECTION DISTRICT STATION 3 IN WALNUT CREEK Specific Request(s) or Recommendation(s) & Background & Justification RECOMMENDATION: Authorize Chair, Board of Supervisors to execute an agreement, between the City of Walnut Creek and the Contra Costa County Fire Protect ion' District for the joint funding of a new fire station to be constructed by the City near Rossmoor for the relocation of Walnut Creek Station No. 3 . REASONS FOR RECOMMENDATION/BACKGROUND: Several years ago the Board of Supervisors approved and adopted a Five Year Capital Improvement Plan for the Contra Costa County Fire Protection District. One of the top priorities of the Plan was the relocation of Station 3 in Walnut Creek to better serve the residents of the station' s emergency response area. Construction costs of the new Station 3 were to be funded jointly by a contribution from the City of Walnut Creek and the District' s Development Fee revenue. Although the Station relocation is a high priority, the project has been delayed until now primarily because of difficulties in locating and obtaining a suitable site for the new station. Late last year the District purchased property near Rossmoor for the new station. Accordingly, the City and the District prepared the subject agreement for the construction of the new station. Under the terms of the agreement, the City will contribute $422,500 and will be responsible for the construction of the station in accordance with District specifications . The District is required to fund the balance of the construction cost. The estimated balance of the construction cost of $677 ,500 must be deposited with the City by March 20, 1995 . Additional District funding may be required depending on the final actual cost of construction. Continued on Attachment: YES Signature.�`��`� / Recommendation of County Administrator Recommendation of Board Committee Approve Other Signature(s) : Action of Board on.-13�1&" -7 111,5' Approved as Recommended V---' Other- Vote ---' OtherVote of Supervisors : I HEREBY CERTIFY THAT THIS IS A TRUE AND CORRECT COPY OF AN. ACTION TAKEN Unanimous (Absent ) AND ENTERED ON THE MINUTES OF THE Ayes : Noes : ) BOARD OF SUPP,ERnVISORS ON DATE SHOWN. Contact: T. McGraw (646-4855) Attested: �rFa^��" -7 cc: County Administrator Phil Batchelor, Clerk of County Counsel the Board of Supervisors Contra Costa County Fire and County Administrator Protection District City of Walnut Creek By: , DEPUTY L=a TO BOARD OF SUPERVISORS FROM Allen Little, Fire Chief `\ C=tra Cowa ��...�. DATE'. February 28 1995 �.�.rir SUBJECT: Release of Contra Costa County Fire Protection District Development Fee Funds SPECIFIC REQUEST(S) OR RECOMMENDATIONS) & BACKGROUND APD JUSTIFICATION RECOMMENDATION• Authorize the County Auditor-Controller to transfer $677,500 from the Contra Costa County Fire District Development Fee Trust Fund No. 850400 to the City of Walnut Creek for the construction of the new Fire Station No. 3 in that City. BACKGROUND/REASONS FOR RECOMMENDATION: The District plans to relocate Fire Station No. 3 from its present site in Walnut Creek to Rossmoor Parkway. This new site represents a much better location and will result in reduced response times to emergencies in the Rossmoor Community. The construction of the new Fire Station No. 3 is a joint effort between the Contra Costa County Fire Protection District and the City of Walnut Creek. The City has committed $422 , 500 to the project, and the District has initially committed $677,500 for a total of $1. 1 million. Depending on the project's final cost, the District may have to transfer an additional amount to the City of Walnut Creek. Per agreement between the District and the City, Walnut Creek is the lead agency responsible for the construction of the new Fire Station No. 3 and ensuring it is built according to District specifications. This arrangement should provide efficiencies otherwise unavailable. Since Walnut Creek is responsible for this construction project, the $677, 500 needs to be transferred to the City of Walnut Creek from the District's Trust Fund. CONTINUED ON ATTACHMENT: _ YES SIGNATURE: RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE APPROVE OTHER SIGNATURE(S): ACTION OF BOARD ON APPROVED AS RECOMMENDED OTHER VOTE OF SUPERV190FZS i i-MRE B i C ZR T i r"i i;- �i i ri i S i S A TRUE ,---UNANIMOUS (ABSENT � ) APD CORRECT COPY OF AN ACTION TAKEN AYES: NOES: AND ENTERED ON THE MINUTES.OF THE BOARD ABSENT: ABSTAIN: OF SUPERVISORS ON THE DATE SHOWN. Contact: ATTESTED CC: County Administrator PHIL BATCHELOR. CLERK OF THE BOARD OF SUPERVISORS AND COUNTY ADMINISTRATOR BY ,DEPUTY f T. T AGREEMENT FOR CONSTRUCTION OF FIRE STATION This Agreement is entered into by and between the City of Walnut Creek ("City") , a municipal corporation, and the Contra Costa County Fire Protection District ("District") , a special district, on '7 , , 1995. RECITALS A. City and District are parties to .a prior agreement (the "Purchase Agreement") dated December 13, 1994, whereby District agreed to purchase from City that certain real Property located in the City of Walnut Creek, County of Contra Costa, State of California, and more particularly described in Exhibit A, attached hereto and incorporated herein by reference (the "Property") . B. City and District desire to jointly exercise their powers for the purpose of constructing a fire station (the "Fire Station") on the Property. As specified in this Agreement, the construction of the Fire Station shall be financed by District and City and shall be administered by City. The completed Fire Station shall be owned and operated by District. AGREE14ENT NOW, THEREFORE, in consideration of the agreements herein contained and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows: 1. Rezoning. For purposes of this Agreement, District acknowledges that the Property must be rezoned prior to its use as a Fire Station and that the Fire Station design must be approved by the Walnut Creek Design Review Commission. District shall act as the lead agency for purposes of the California Environmental Quality Act and shall act as applicant for the rezoning and design review approval. City's contractors retained pursuant to this Agreement shall assist in obtaining the rezoning and design review approval. City shall waive its standard fees for processing the rezoning and design review applications. 2. Transfer of Property. Notwithstanding Section 2 (b) of the Purchase Agreement, City shall convey fee simple title to the Property to District within fourteen (14) days following the award of the bid for construction of the Fire Station as specified in Section 2 (c) of the Purchase Agreement. Following such conveyance and until completion of construction of the Fire Station, District hereby grants City and its officers, employees, agents and contractors a right of entry to enter upon the Property for the purpose of performing this Agreement. All improvements made to the Property shall be the property of District. 3. Administration of Construction. City shall administer the design, bidding and construction of the Fire Station. City may enter into an agreement with Loving & Campos Architects Inc. in substantially the form attached hereto as Exhibit 1 and incorporated by reference to provide architectural and construction management services. As technically required, City may also enter into agreements with a surveyor, a soils engineer, a landscape architect and testing engineers for their respective services. City shall provide District with copies of all such agreements promptly upon execution of each agreement. District shall have the authority to review and to reasonably approve or reject: (a) the drawings and specifications for construction of the Fire Station, including all agreements for construction; and (b) all change orders relating to the construction of the Fire Station if (i) the change order includes additional compensation in excess of TWO THOUSAND DOLLARS ($2,000.00) or (ii) the change order together with all previous change orders includes additional compensation in an amount in excess of fifty percent (50%) of the construction contingency in the contract with the general contractor. Notwithstanding the foregoing, City shall use its best efforts to send copies of all change orders to the District for the District's review in an expeditious manner regardless of whether District approval is required. City agrees that no contract with construction contractors or service vendors, such as architects, hereunder shall include an arbitration clause. Upon issuance of the certificate of occupancy for the Fire Station, or upon substantial completion of the fire station to the District's satisfaction and with the permission of the City, District may occupy the Fire Station. Prior to occupying the Fire Station, District shall give City written notice of acceptance of the Fire Station. 4. Finance. The costs of constructing the Fire Station (including but not limited to design and administration costs) shall be financed as follows. City shall contribute a maximum of FOUR HUNDRED TWENTY-TWO THOUSAND FIVE HUNDRED DOLLARS ($422,500.00) toward the construction of the Fire Station. All costs of constructing the Fire Station in excess of this amount, including but not limited to costs due to change orders and claims by contractors., shall be paid by District. On or before March 20, 1995, District shall deposit the sum of SIX HUNDRED SEVENTY-SEVEN THOUSAND FIVE HUNDRED DOLLARS ($677,500.00) with City. Within fourteen (14) days following the award of the construction contract for the Fire Station, District shall deposit a further amount, if any, equal to the sum of the construction contract price, the price of the contracts specified in paragraph 3 above and the construction administration fee specified in paragraph 5 below, less the initial deposit of SIX HUNDRED SEVENTY-SEVEN THOUSAND FIVE HUNDRED DOLLARS ($677,500. 00) . City shall place the deposits and any subsequently remaining balance in an interest-bearing account. The remaining balance of City's contribution together with District's deposit shall at all times be greater than the outstanding obligations for the construction of the Fire Station. If such remaining balance falls below such outstanding obligations at any time, City shall notify District in writing of such deficiency. Within ten (10) days following receipt of such notice, District shall deposit funds with City sufficient to eliminate such deficiency. If District fails to make such a deposit, City may suspend construction of the Fire Station or terminate this Agreement. If the final cost of 2 t '' construction of the Fire Station is less than the sum of City's contribution and any deposit (plus interest on the deposit) made by District, City shall refund the difference to District within fourteen (14) days following the last payment made by City for construction costs, including but not limited to the payment of any claims. In making payments from these funds pursuant to paragraph 5 below, the funds deposited by District prior to commencement of construction shall be spent first, the City's contribution shall be spent second and any subsequent deposits made by District shall be spent last. City agrees to waive all processing and other fees generally imposed by City other than the construction administration fee specified in paragraph 5(c) below. Under no circumstances shall District request additional funds from, or the further waiver of fees or charges by, City. Upon completion of the project, including payment of any claims, City shall promptly provide District with a final report of all project costs. 5. Payments. City shall make payments for the costs of construction of the Fire Station from the funds established pursuant to Section 4 above as follows: (a) City shall pay the general contractor in accordance with the provisions of the construction specifications and the contract with the general contractor as approved by the District pursuant to paragraph 3.. (b) City shall pay the architect and construction manager, the surveyor, the landscape architect, the soils engineer and the testing engineers in accordance with the contracts specified in Section 3 above. (c) City shall retain a construction administration fee in the amount of FIFTEEN THOUSAND DOLLARS ($15,000.00) , fifty percent (50%) of which shall be payable upon execution of this Agreement and the balance of which shall be payable upon issuance of a certificate of occupancy for the Fire Station. District's deposit pursuant to Section 4 shall be used for the foregoing payments prior to use of City's contribution. 6. Claims. If the general contractor or any subcontractor files a claim for additional compensation with the City which exceeds the balance of funds available pursuant to Section 4, City may assign any obligation to pay the claim to District and District agrees to be responsible for paying or otherwise. resolving the claim. Such general contractor or subcontractor shall be deemed a third-party beneficiary of this Section 6 for the purposes of pursuing such a claim against District. 7. Termination. Failure to perform any material provision of this Agreement shall constitute a default. If either party is in default under this Agreement, the other party may terminate this Agreement immediately by giving written notice of termination to the defaulting party. Further, if the bid for constructing the Fire Station submitted by the lowest responsible bidder is greater than NINE HUNDRED THOUSAND DOLLARS ($900,000.00) , either party may terminate this Agreement immediately by giving written notice of 3 s termination to the other party. Further, if District reasonably determines that the compensation provided for in the contracts specified in Section 3 above is excessive based on industry standards, District may terminate this Agreement immediately by giving written notice of termination to City. If this Agreement is terminated by either party, all rights and obligations, including but not limited to any sums currently or subsequently due, under the contract with the general contractor and the contracts specified in Section 3 above shall be deemed to have been assigned to District and City shall have no further obligations thereunder. Notwithstanding the foregoing, if this Agreement is terminated by either party, City may, at its option, pay any amounts then due under the contract with the general contractor and the contracts specified in Section 3 above from the funds specified in Section 4 above. If this Agreement is terminated by either party, City shall refund any remaining balance of funds deposited by District, including interest, within fourteen (14) days of receipt of the notice of termination. 8. Indemnification. District shall indemnify, defend, and hold harmless the City and its officers, officials, agents, employees and volunteers against any and all liability, claims, actions, causes of action or demands whatsoever against any of them, including any injury to or death of any person or damage to property or other liability of any nature, arising out of or in any way connected with the performance of this Agreement except for damages caused by the sole negligence or willful misconduct of City. City shall require all contractors retained pursuant to this Agreement to hold City, District and their officers, officials, agents, employees and volunteers against any and all liability, claims, actions, causes of action or demands whatsoever against any of them, including any injury to or death of any person or damage to property or other liability of any nature, arising out of or in any way connected with the performance of this Agreement except for damages caused by the sole negligence or willful misconduct of City or District. City shall ensure that all contracts entered into pursuant to this agreement shall include a clause, which shall survive the termination of any said contracts, requiring the contractors and service vendors, including the architect, to indemnify and defend District and City and their officers, employees, and agents from any claims, including for attorneys' fees, arising from or relating to any act or omission of the contractors or service vendors or their officers, employees, agents, or subcontractors in the performance of, or otherwise in connection with, the building of the Fire Station. 9. Insurance. District is self-insured and shall provide City with a letter of self-insurance within thirty (3.0) days of the effective date of this Agreement. City shall ensure that the following insurance requirements shall be incorporated into contracts entered into pursuant to this Agreement: (1) service vendors, including the architect, shall maintain professional liability insurance in an amount of not less than $1 million, providing certificates of insurance to City and providing for a 30-day notice of cancellation; (2) construction contractors shall maintain comprehensive general liability insurance, including owners' and contractors' protective and broad form property damage 4 ' insurance, with a minimum limit of $1 million combined single limit per occurrence, providing certificates of insurance to District and City naming District and City as additional insureds, with such certificates providing for a 30-day notice of cancellation; (3) the construction contractors shall maintain builders' risk insurance with a waiver of subrogation for District and City and naming District and CIty as loss payees, providing certificates of insurance to District and City naming District and City as additional insureds, with such certificates providing for a 30-day notice of cancellation; and (4) all contractors and service vendors, including the architect, shall maintain vehicle liability insurance with a minimum combined single limit coverage per occurrence of . $500,000, providing certificates of insurance to District and City naming District and City as additional insureds, with such certificates providing for a 30-day notice of cancellation as well as workers' compensation insurance pursuant to state law. 10. Release. District agrees to release City and its officers, employees and agents from any claims by or liability to District arising out of the design or construction of the Fire Station, including but not limited to construction defects. District's sole remedy, if any, for any such claims or liability shall be with the contractors (including all service vendors, such as the architect) engaged by City. In this regard, City agrees to assign to District any right to proceed against any such contractors for any damages to District. 11. Compliance with Laws. This Agreement shall not be deemed to limit City's authority to enforce land use regulations, building codes and other applicable laws. District shall comply with all such laws. 12. Assignment; Successors. This Agreement may not be assigned without the prior written agreement of both parties. Subject to that restriction, the terms, conditions, covenants and agreements set forth herein shall apply to and bind the heirs, executors, administrators, assigns and successors of the parties hereto. 13. Authority. City and District warrant that the person executing this Agreement on behalf of the respective party is fully authorized by such party to do so. 14. Notices. All notices to be given under this Agreement shall be in writing and sent by (a) first class mail, postage prepaid, in which case notice shall be deemed delivered three (3) business days after deposit in the United States Mail; (b) a nationally recognized overnight courier, in which case notice shall be deemed delivered one (1) business day after deposit with that courier, or (c) telecopy or similar means, in which case notice shall be deemed delivered one (1) business day after the day it was transmitted by telecopier or similar means, provided that a transmission report is generated reflecting the accurate transmission of the notices. The place for delivery of all notices given under this Agreement shall be as follows: 5 City: City of Walnut Creek Attn: City Manager 1666 N. Main St. P.O. Box 8039 Walnut Creek, CA 94596 FAX: (510) 256-3500 District: Contra Costa County Fire Protection Dist. Attn: Assistant Chief Ray Miraglia 2010 Geary Road Pleasant Hill, CA 94523-4694 FAX: (510) 930-5592 or to such other addresses that City or District may respectively designate by written notice to the other. 15. Entire Agreement. This Agreement contains the entire agreement between the parties to this Agreement and shall not be modified in any manner except by an instrument in writing executed by the parties or their respective successors in interest. 16. Construction. The section headings and captions of this Agreement are, and the arrangement of this instrument is, for the sole convenience of the parties to this Agreement. The section headings, captions and arrangement of this instrument do not in any way affect, limit, amplify or modify the terms and provisions of this :Agreement. This Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if both parties have prepared it. The parties to this Agreement and their counsel have read and reviewed this Agreement and agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply to the interpretation of this Agreement. City District City of Walnut Creek Contra Costa County Fire Protection District By: By City M&nager ✓ Title: Reviewed by: Approved as to Form: Victor J. Westman ftscqF-City Attorney CountyQmo'-�, Coun By: Deputyunty Cou 1 6 EX14TBIT "A" THE LAND REFERRED TO 1S SITUATED IN *nfE STATE OF CALIFORNIA, WtMy OF CONTRA COSTA, CITY Or WALNUT -CREEK, AND IS DESCRIB-PI) AS FOLLOWS COMFIE-NCING AT THE INTERSECTION OF TliU SOU11MLY LINE OF TICE VALLEY 13OT-EVARD AS DESCRIBED IN THE DEED TO THE CITY OF WALNUT CRIMK, RECORDED MARCH 25, 1966, IN BOOK 5085. AT PAGE 42 OF OFFICIAL RECORDS AND THE EXTERIOR LINE OF THE PARCEL OF LAND DESCRIBED IN THE FINAL ORDER IN CONDEKHATION NO. 65800, WALNUT CREEK SCEMOL D I STR ICT OF CONTRA COSTA COUNTY, PLAINTIFF VS. FXSTAND INC. , ET AL, DEFENDANTS, A CIMTJFIED COPY OF WHICH WAS RECORDED IMARCH 29, 1957, IN BOOK 2955, AT PAGE 587 OF OFFICIAL RECORDS; TIJJY;h'CE ALONG SAID SOUTHERLY LIKE. EXTERIOR BOUNDARY OF SAID PARCEL (5085 O.R. 42) AS FOLLOWS: NOM 81v 31 '47" WEST, 247.72 FEEL- AND SOUTHWESTERLY ALONG *Jlil-.' ARC OF A CURVE TO THE I=, WITH A RADIUS OF 45 FEET, AN ARC DISTANCE OF 55.66 =3 - TO ME EASTERLY LINE OF ROSSMOOR PATMAY, EXTERIOR BOUNDARY OF SAID WALNUT CREEK PARCEL (5085 O.R. 42) ; 7WENCE ALONG SAID EASTERLY BOUNDARY AS FOLLOWS: SOUTH 270 36'29" WR,87, 100.77 FEET AND SOUTHWESTERLY ALONG THE ARC OF A CURVE TO THE RIG-'-.TT, WITH. A RADIUS OF 530 PT-61 . AN ARC DISTANCE OF 90.87 FEM; SOUTH 370 04'29" 'AT-9T. 111.12 FEET.- AND NORM 52 0 5.543141 WEST, 3.00 FLT To EXI'-PRIOR BOUNDARY OF PARCEL OF LAND RETAINED BYROSSMOCIR CORPORATION' AS EXCEPTION 37. IN THE DEED TO IERRA CALIFORNIA. RECORDED MAY 17, 1966 IN BOOK 5626 PAGE 862 OF O?FICIA',". RECORDS; 'lliEN`CJE ALONG SAID EXTERIOR BOUNDARY O? ;AID PARCEL (5626 OR 862) AS FOLLOWS: SOUTH. 370 04829" WEST, 74.63 FF,-11:1* AND SOUTHWESTERLY ALONG THE ARC OF A CURVE TO THF RIGHT, WITH A RAD:US OF 256.00 FEET, AN ARC DISTANCE OF 39.23 FIX-3- 110 THE EASTERLY LINE OF ROSSMOOR PARKWAY DESCRIBED IN THE DEED 'lTJ THIE CITY OF WALNUT CREEK, RECORDED JANUARY 23, 1964, IN BOON 4538, AT PAGE 163 OF OFFICIAL RECORDS; THENCE ALONG SAID EASTERLY LINE (4536 O.R. 163) SOUTH 370 04'29" WEST, 85.88 FEET TO THE EPl NORTHT _ y LINT OF THE PARCEL OF LAND DESCRIBED IN TIME DEED TO 'niE ROM' CATl9O'L',rC BISHOP OF OAKLAND, A CORPORATION SOLE, RECORDED NOVEMBER 34, 2967, IN BOOK 5506 AT PACE 294, OF OFFICIAL RECORDS; .HENCt Lr%AVTN.TG SAID EASTERLY LINE OF ROSSMOOR PARKWAY ALONG SAII) NORTHERLY L T N'.W -. , OF SAID PARCEL (5506 Q.R. 294) SOUTH 749 40-05" EAST, 156.86 -vE'-P"-r TO AN INTERSECTION WITH THE EXTERIOR LINE OF WALNUT CREEK SCHOOL DISTRICT PARCEL (2955 O.R. 587) , BEING 11JE TRUE POINT OF BEGINNING, ALSO BEING A ONE AND ONE HALF INCH IRON PIPE TAGGED RCv" 6245 AS SAID IRON PIPE IS SHOWN ON THE RECORD OF SVRVI-T RECORDED FEBRUARY 20, 1991, IN BOOK 97 OF LAND SURVEY MAPS AT PAGE 24-' 'DiENCE ALONG SAID EXTERIOR LINE (2955 O.R. 587) NORTJi 660 52'20" EAST, 74.99 FEET. THENCE LEAVING SAID EXTERIOR LINE NORTH 37!' 04'29" EAST, 96.30 FEET: THENCE NORTH 52 0 55'31" WEST, 176.00 FE. ?' TO THE EAST LINE OF ROSSMOOR PARKWAY; THENCE SOUTH 370 04'29" 'WEST, 85.50 FEETi THENCE SOUTH WESTERLY ALONG 'Ili.P ARC OF A CURVE TO THE RIGHT, WITH A RADIUS OF 250.03 FEET, AN ARC DISTANCE OF 38.77 FEET; THENCE SOU-I1.1 410 31 '02" WEST, 38.73 FEET; THENCE SOUTH 37� 04129" WEST, 56-37 FEET TO TIF NORTHERLY LINE OF THE PARCEL OF LAND DESCRIBED IN SAID DEED TO THE ROMAN CA111OLIC BISHOP OF OAKLAND (5506 O.R. 294) ; TH_7-2fCE ALONG SAID NORTHERLY LINE (5506 O.R. 294) SOUTH 7-4. 40'05" PAST, 155.62 FEET TO THE P0-!NT OF B-rG!-',N'I\TING, CONSISTING OF '4.1,572 SQUARE I = MORE OR LESS. THIE MINERAL RTGh—:S AS RESERVED IN THE DEED FROM TERRA CALIFORNIA, A CORPOIlATI101%; TO SA!f.rA -BARBARA SAVINGS AND LOAN ASSOCIATION. A CALIFORNIA CORPORATION, RECORDED MAY 14, 1982, IN DOOR 10700, PAGE 673, TO WIT: ALL MINERALS, OIL, GAS, PETROLEUM, NAMWA, AND OTHER HYDROCARBON SJMM.N�CTS TTV!NG I OR UNDER OR THAT MAY BE PRODUCED PROM SA I D .W- LAND E A bf*Prli Olr-' 500 FEET WRASORaD vmalcAlLyj BUbw Tile: PRESENT SURFACE OF SAID LAND, TOGETHER WITH ALL NECESSARY AND CONVITaNIENT RIG!--rrS TO EXPLORE FOR, DEVELOP, PRODUCE, EXTRACT AND TAKE -11iE SAv2;, INCLUDING TIM EXCLUSIVE RIGHT TO WRECTIONALLY DRILL INTO AND THROUGH SAID LAND FROM OTHER LANDS INIX) THE SUBSURFACE Or OrdER LANDS, ALL SMIECTS, HOWEVER, TO THF� CON D.'TIONS AND LIMITATIONS THAT, IN THE ENJOYMENT OF THE INTEREST HEREBY RBSERVFZ. THE GRIL\701?, ITS SUCCESSORS AND ASSIGNS MAY NOT ENTER UPON nlB SURFACE OF SAID LAND, NOR UPON THE SUBSURFACY TIMM- F, AB0'V.Lj A DEPTH OF 500 FEET (MEASURED VERTICALLY) BEWW '110,* PRES SURFACE O.Y SAID LAND. F 1 RF-S7A3.DF5 A M E R I C -A N I N 8 T IT T U T E O F A R C H I T E C T S 6X T ORIGINAL AIA Document B141 Standard Form of Agreement Between Owner and Architect 1987 EDITION THIS DOCUAIENT HAS IMPORTANT LEGAL COl\3EQUENCES; CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. . AGREEMENT made as of the Fourth day of October in the year of Nineteen Hundred and Ninety Four BETWEEN the Owner: City of walnut Creek (Name and address) 1666 North Main Street Walnut Creek, CA 94596 and the Architect: Loving & Campos Architects Inc. (Name and address) 245 Ygnacio Valley Road, Suite 200 Walnut Creek, CA 94596 For the following Project: (Include detailed description of Project, location, address and scope.) A new wood framed, stucco clad, two bay fire station of approximately 5,230 square feet to be located on approximately 0.65 acre of the westerly end of that property known as the "Old Globe Site" on Rossmoor Parkway, with Battalion Chief quarters, incombustible roof, and generally conforming to preliminary plans prepared by Loving & Campos Architects Inc., dated 8/30/94. The Owner and Architect agree as set forth below. Copyright 1917, 1926. 1948, 1951, 1953, 1958, 1961,1963. 1966. 196'. 19-0, 1974,1977.©1987byThcAmcrican Institute 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 laws of the United States and will be subject to legal prosecution. AIA DOCUMENT 8141 • OWNER-ARCHITECT AGREEMENT• FOURTEENTH EDITION•Al4.2 • ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS,1735'EW YORK AVENUE.N w.,WASHINGTON.D.C.20006 8141-1987 1 WARNING:Unlicensed photocopying violates U.S.copyright laws and Is subject to legal prosecution. TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT Ow al I ARTICLE 1 schedule or construction budget, the Architect shall prepare, for approval by the Owner, Design DevelopindnE Documents ARCHITECT'S RESPONSIBILITIES consisting of drawings and other documents to fix and describe 1.1 ARCHITECTS SERVICES the size and character of the Project as to architectural, struc- tural, mechanical and electrical systems, materials and such 1.1.1 The Architect's services consist of those services per- other elements as may be appropriate. formed by the Architect,Architect's employees and Architect's 2.3.2 The Architect shall advise the Owner of any adjustments consultants as enumerated in Articles 2 and 3 of this Agreement and any other services included in Article 12. to the preliminary estimate of Construction Cost. 1.1.2 The Architect's services shall be performed as expcdi- 2.4 CONSTRUCTION DOCUMENTS PHASE tiousiv as is consistent with professional skill and care and the orderiv progress of the Work. Upon request of the Owner, the 2.4.1 Based on the approved Design Development'bocu- Architect shall submit for the Owner's approval a schedule for merits and any further adjustments in the scope or quality of the performance of the Architect's services which may be the Project or in the construction budget authorized by the adjusted as the Project proceeds, and shall include allowances Owner.the Architect shall prepare,for approval by the Owner, for periods of time required for the Owner's review and for Construction Documents consisting of Drawings and,Spccifica- approval of submissions by authorities having jurisdiction over cions setting forth in detail the requirements for the construc- the Project. Time limits established by this schedule approved tion of the Project. by the Owner shall nor,except for reasonable cause,be exceeded b� the Architect or Owner. 2.4.2 The Architect shall assist the Owner in preparation of the necessary bidding information, bidding forms, the Condi- 1.1.3 The services covered by this Agreement are subject to dons of the Contract, and the form of Agreement between the the time limitations contained in Subparagraph 11.5.1. Owner and Contractor. 2.4.3 The Architect shall advise the Owner of any adjustments ARTICLE 2 to previous preliminary estimates of Construction Cost indi- SCOPE OF ARCHITECT'S BASIC SERVICES cated by changes in requirements or general market conditions. 2.4.4 The Architect shall assist the Owner in connection with 2.1 DEFINITION the Owner's responsibility for filing documents required for 2.1.1 The Architect's Basic Services consist of those described the approval of governmental authorities having jurisdiction in Paragraphs 2.2 through 2.6 and any other services identified over the Project. in Article 12 as pan of Basic Services,and include normal struc- tural, mechanical and electrical engineering services. 2.5 BIDDING OR NEGOTIATION PHASE 2.2 SCHEMATIC DESIGN PHASE 2.5.1 The Architect, following the Owner's approval of the Construction Documents and of the latest preliminary estimate 2.2.1 The Architect shall review the program furnished by the of Construction Cost, shall assist the Owner in obtaining bids Owner to ascertain the requirements of the Project and shall or negotiated proposals and assist in awarding and preparing arrive at a mutual understanding of such requirements with the contracts for construction. Owner. 2.2.2 The Architect shall provide a preliminary evaluation of 2.6 CONSTRUCTION PHASE—ADMINISTRATION the Owner's program, schedule and construction budget OF THE CONSTRUCTION CONTRACT requirements, each in terms of the other,subject to the limita- tions set forth in Subparagraph 5.2.1. 2.6.1 The Architect's responsibility to provide Basic Services for the Construction Phase under this Agreement commences 2.2.3 The Architect shall review with the Owner alternative with the award of the Contract for Construction and termi- approaches to design and construction of the Project. nates at the earlier of the issuance to the Owner of the final 2.2.4 Based on the mutually agreed-upon program, schedule Certificate for Payment or 60 day5 after the date of Subscan- and construction budget requirements, the Architect shall tial Completion Of the York. prepare, for approval by the Owner, Schematic Design Docu- 2.6.2 The Architect shall provide administration of the Con- ments consisting of drawings and other documents illustrating tract for Construction as set forth belowand in the edifioo-of- the scale and relationship of Project components. Ahk 2.2.5 The Architect shall submit to the Owner a preliminary estimate of Construction Cost based on current area,volume o*r in dris*Sieemetie. other unit costs. 2.6.3 Duties,responsibilities and limitatiol45 or-Autfl_6_rilv_6 f the 2.3 DESIGN DEVELOPMENT PHASE Architect shall not be restricted, modified or extended without written agreement of the Owner and ArchitCCEwi[h consent of 2.3.1 Based on the approved Schematic Design Documents the Contractor, which consent shall not be unrc:isonably and any adjustments authorized bt.the Owner in the program, withheld. AIA DOCUMENT 8141 *O\VNER,ARCHITECT AGREEMENT - FOURTEENTH EDITION, - AIA-9 198- THE AAtERICAS INSTITUTE OF.kRCHITECTS.1-35 NEW)*ORK AVENUE.N.W..'WASHINGTON.0 C.llwwi 8141-1987 2 WARNING:Unlicensed photocopying violates U.S.copyright laws and is subject to legal prosecution, j-hc Architect Shall be a representative of and shall advise quantity of the Work. (2) reviewed construction means, meth- ;d consult with the Owner(1) during construction until final ods, techniques,sequences or procedures,(3)reviewed copies )2vrnen( to the Contractor is due, and(2)as an Additional Ser- of requisitions received from Subcontractors and material sup- vice at the Owner's direction from time to time during the cor- pliers and other data requested by the Owner to substantiate rection period described in the Contract for Construction. The the Contractor's right to payment or(4)ascertained how or for Architect Shall have authorit}- to act on behalf of the Owner what purpose the Contractor has used money previously paid only to the extent provided in this Agreement unless ochcrwise on account of the Contract Sum. modified by written instrument. 2.6.11 The Architect shall have authority to reject Work which 2.6.5 The Architect shall visit the site at intervals appropriate does not conform to the Contract Documents. Whenever the to the stage of construction or as otherwise agreed by the Architect considers it necessary or advisable for implementa- Owner and .Architect in writing to become generally familiar tion of the intent of the Contract Documents,the Architect will with the progress and quality of the Work completed and to have authority to require additional inspection or testing of the determine in general if the Work is being performed in a man- Work in accordance with the provisions of the Contract Docu- ner indicating that the Work when completed will be in accor- mencs, whether or not such Work is fabricated. installed or dance with the Contract Documents. 119weyer, hhe :`o eh4ec-t completed.However,neither this authority of the Architect nor a decision made in good faith either to exercise or not to oxer On cine such authority shall give rise to a duty or r sponsibiliry.of the basis of on-site observations as an architect, the Architect the Architect to the Contractor, Subcontractors. material and shall keep t11e Owner informed of the progress and quality of equipment suppliers, their agents or employees or other per- the Work. and shall endeavor to guard the Owner against sons performing portions of the Work. defects and deficiencies in the Work. (More a ctensise site representation may be agreed to as an Additional Service, as 2.6.12 The Architect shall review and approve or takepther described in Paragraph 3.2.) appropriate action upon Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited 2.6.6 The Architect shall not have control over or charge of Purpose of checking for conformance with information given and shall not be responsible for construction means, methods, and the design concept expressed in the Contract Documents. techniques, sequences or procedures, or for safety precautions The Architect's action shall be taken with such reasonable and programs in connection with the Work, since these are Promptness as to cause no delay in the Work or in the con- solely the Contractor's responsibility under the Contract for struction of the Owner or of separate contractors. while allow- Construction. The Architect shall not be responsible for the ing sufficient time in the Architect's professional judgment to Contractors schedules or failure to carry out the Work in accor- permit adequate review. Review of such submittais is not con- dance with the Contract Documents. The Architect shall not ducted for the purpose of determining the accuracy and com- have control over or charge of acts or omissions of the Contrac- pleteness of ocher derails such as dimensions and quantities or tor, Subcontractors, or their agents or employees, or of any for substantiating instructions for installation or pc: ormance of other persons performing portions of the Work. equipment or systems designed by the Contractor.all of which remain the responsibility of the Contractor to the extent 2.6.7 The Archicccc shall at all times have access to the Work required by the Contract Documents. The Architect's review wherever it is in preparation or progress. shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of construction 2.6.8 Except as may otherwise be provided in the Contract means. methods, techniques, sequences or procedures. The Documents or when direct communications have been spe- architect's approval of a specific item Shall not indicate cially authorized,the Owner and Contractor shall communicate approval of an assembly of which the item is a component. through the Architect.Communications by and with the Archi- When professional certification of performance c.h=cteristics tea's consultants shall be through the Architect. of materials,systems or equipment is required by tl'1e Contract Documents, the Architect shall be entitled to re!.- upon such 2.6.9 Based on the Architect's obsetiatiom and evaluations of certification to establish that the materials, systems or equip- the Contractor's Applications for Payment, the architect shall mens will meet the performance criteria required by the Con- review and certify the amounts due the Contractor. tract Documents. 2.6.10 The Architect's certification for payment shall consri- 2.6.13 The Architect shall prepare Change Orders and Con- fute a representation to the Owner. based on the architect's struction Change Directives, with supporting documentation observations at the site as provided in Subparagraph 2.6.5 and and data if deemed necessary by the Architect as provided in on the data comprising the Contractor's Application for Pav- Subparagraphs 3.1.1 and 3.3.3, for the Owner's approval and mene. chat. co the best of the -architect's knowledge informa- execution in accordance with the Contract Doc-iments, and tion and belief. the Work has progressed to the point indicated may authorize minor changes in the Work not involving an and the quality of Work is in accordance with the Contract adjustment in the Contract Sum or an extension of the Contract Documents. The foregoing representations are subject to an Time which are not inconsistent with the intent of the Contract evaluation of the Work for conformance with the Contract Documents. Documents upon Substantial Completion, to results of subse- quent tests and inspections, to minor deviations from the Con- 2.6.14 The Architect shall conduct inspections to determine tract Documents correctable prior to completion and to spe- the date or dates of Substantial Completion and the date of final cifue qualifications expressed by the Architect.The issuance of a completion, shall receive and forward to the Owner for the Certificate for Payment Shall further constitute a representation Owner's review and records written warranties and related that the Contractor is entitled to payment in the amount ccrti- documents required by the Contract Documents and assem- fied. However, the issuance of a Certificate for Payment shall bled by the Contractor,and shall issue a final Certificate for Pay- not be a representation that the Architect has(1)made exhaus- mene upon compliance with the requirements of the Contract tine or continuous on-site inspections to check the quality or Documents. AIA DOCUMENT 8141 •OWNER-ARCHITECT AGREEMENT - FOURTEENTH EDITION - AIA' - G 1987 3 B141-1987 THE AMERICAN INSTITUTE OF ARCHITECTS. 1735 NEW YORK AVENUE,N W.,WASHINGTON.D.G.20006 WARNING:Unlicensed photocopying violates U.S,copyright laws and is subject to legal prosecution. npmt m.d dMide ffifitleFS C-6H 3.2.3 Through the observations by such Project Represcri- t2tives, the Architect shall endeavor to provide further protec- GumeAw ncz wciurp Fe9we64 at. 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 wi&hin.a as described elsewhere in this Agreement. 2 6 16 LqtzPg'rrinn� JQA reh*wi shall 3.3 CONTINGENT ADDITIONAL SERVICES 3.3.1 Making revisions in Drawings, Specifications or other documents when such revisions are: shaH to seeere man .1 inconsistent with approvals or instructions previously given by the Owner, including revisions made neccs- sary by adjustments in the Owner's program or Proj- ect budget; .2 required by the enactment or revision of codes, laws the�G)Atf aev��- or regulations subsequent to the preparation of such 2.6.18 The Architect shall render written decisions within a documents; or reasonable time on all claims,disputes or other m2acrs in qua- .3 due to changes required as 2 result of the Owner's fai.1- tion between the Owner and Contractor relating to the execu- ure to render decisions in 2 timely manner.., tion or progress of the Work as provided in the Contract Documents. 3.3.2 Providing services required because' of significant changes in the Project including, but not limited to,size,qual- • n Irv, complexity, the Owner's schedule, or the method of bid- -4G0"er5k6E9F,-eKG"6 for testheeie effeeE as pr& ding or negotiating and contracting for construction,except for services required under Subparagraph 5.2.5. pffifig Q;auda 05 Uh_@ F 44 8-9 Ge Wiffiffi e A - r2rion 2441 66;p� dam evaittating 6eFkH:RG4Qr-:&FFOPesgkir OdIC_L Scrvi= ift e0ftneetion with Ehaftge ARTICLE 3 mt1tieti8ft GhQAB- DiCr�. ADDITIONAL SERVICES 3.3.4 Providing services in connection with evaluating substi- tutions proposed by the Contractor and making subsequent 3.1 GENERAL revisions to Drawings,Specifications and other documentation resulting therefrom. 3.1.1 The services described in this Article 3 are not included 3.3.5 Providing consultation concerning replacement of Work in Basic Services unless so identified in Article 12,and they shall damaged by fire or other cause during construction, and fur- be paid for by the Owner as provided in this Agreement, in rushing services required in connection with the replacement addition to the compensation for Basic Services. The services of such Work. described under Paragraphs 3.2 and 3.4 shall only be provided if authorized or confirmed in writing by the Owner.If services 3.3.6 Providing services Made necessary by the default of the described under Contingent Additional Services in Paragraph Contractor,by major defects or deficiencies in the Work of the 3.3 are required due to circumstances beyond the Architect's Contractor,or by failure of perforni'ance of either the Owner or control, the Architect shall notify the Owner prior to com- Contractor under the Contract for Construction. 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 fteteF eF 06kiff- indicates in writing that all or pan of such Contingent Addi- tional Services are not required,the Architect shall have no obli- 3.3.8 Providing services in connection with 2 gub_41e h-es—Fiffis,• gation to provide those services, arbitration proceeding or legal proceeding except where the 3.2 PROJECT REPRESENTATION BEYOND BASIC Architect is party thereto. SERVICES 3.3.9 Preparing documents for alternate,separate or sequential bids or providing services in connection with bidding,negotia- 3.2.1 If more extensive representation at the site than is tion or construction prior to the completion of the Construc- described in Subparagraph 2.6.5 is required,the Architect shall Lion Documents Phase. provide one or more Project Representatives to assist in cam- Ing out such additional on-site responsibilities. 3.4 OPTIONAL ADDITIONAL SERVICES 3.2.2 Project Representatives shall be selected, employed and directed by the Architect, and the Architect shall be compere- 3.4.1 Providing analyses of the Owner's needs and program- Sated therefor as agreed by the Owner and Architect. The ming the requirements of the Project. duties, responsibUiEic5 and iinift2tions Of authority of Project 3.4.2 Providing financial feasibility or other special studies. Representatives shall be as described in the edition of AIA Document B352 current as of the date of this Agreement,unless 3.4.3 Providing planning surveys, Site evaluations or Com- other-wise 2grccd. parativc studies of prospective sites. AIA DOCUMENT 8141 - OWNER-ARCHITECT AGREEMENT- FOURTEENT71 EDITION- AIA0 - 01987 THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE.N.W.,WASHINGTON,D.C.20006 8141-1987 4 3.4.4 Providing 5PCCW surveys, environmental studies and 4.2 The Owner shall establish and update an overall budget for submissions required for approvals of governmental authorities the Project,including the Construction Cost,the Owner's other or others having.jurisdicTion over the Project. costs and reasonable contingencies related to all of these costs. 3.4.5 Providing services relative EO future facilities, Systems 4.3 if requested by the Architect, the Owner shall furnish cvi- and equipment. dcnce that financial arrangements have been made to fulfill the: 3.4.6 Providing services to investigate existing conditions or Owner's obligations under this Agreement. I facilities or to make measured drawings thereof. 4.4 The Owner shall designate 2 representative authorized to 3.4.7 Providing Services to verify the accuracy of drawings or act on the Owner's behalf with respect to the Proica. The othcr information furnished by the Owner. Owner or such authorized representative shah render decisions in 2 timely manner pertaining to documents submitted by the 3.4.8 Providing coordination of construction performed by Architect *In order to avoid unreasonable delay in the orderly separate contractors or by the Owner's own forces and coordi- and sequential progress of the Architect's services. nation of services required in connection with construction performed and equipment supplied by the Owner. 4.5 The Owner shall furnish Surveys describing physical characteristics,legal limitations and utility locations for the site 3.4.9 Providing services in connection with the work of a con- of the Project, and a written legal description of the site. The struction manager or separate consultants retained by the Owner. surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining 3.4.10 Providing detailed estimates of Construction Cost. property and structures; adjacent drainage; rights of-way, restrictions, casements, encroachments, zoning, deed restric- 3.4.11 Providing detailed quantity surveys or inventories of tions, boundaries and contours of the site; locadons.,dirrien- matcri2L equipment and labor. sions and necessary data pertaining to existing buildings,other 3.4.12 Providing analyses of owning and operating costs. improvements and trees;and information concerning available utility services and lines, both public and private,.above and 14.13 Providing interior design and other similar services below grade, including inverts and depths. All the information required for or in connection with the selection, procurement on the survey shall be referenced to a Project benchmark. or installation of furniture,. furnishings and related equipment. 4.6 The Owner shaft furnish the services Of geotechnical engi- 3.4.14 Providing services for planning tenant or rental spaces. neers when such services are requested by the Architect. Such services may include but are not limited to test borings, test 3.4.15 Making investigations, inventories of materials or equip services or valuations and detailed appraisals of c)dsting facilities. pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials,ground corrosion and resis- 3.4.16 Preparing a set of reproducible record drawings show- tiviry tests, including necessary operations for anticipating cub- ing significant changes in the Work made during construction soil conditions, with reports and appropriate professional based on marked-up prints,drawings and other data furnished recommendations. by the Contractor to the Architect. 4.6.1 The Owner shall furnish the services of other consul- 3.4.17 Providing assistance in the utilization of equipment or tants when such services arc reasonably required by the scope systems such as testing,adjusting and balancing,preparation of of the Project and are requested by the Architect. operation and maintenance manuals. training personnel for 4.7 The Owner shall furnish structural, mechanical,chemical, operation and maintenance,and consultation during operation. air and water pollution tests, tests for hazardous materials, and 3.4.18 Providing services after issuance to the Owner of the other laboratory and environmental tests, inspections and final Certificate for Payment, or in the absence of a final Cer- reports required by law or the Contract Documents. tific2Ec for Payment, more than 60 days after the date of Sub- stantial Compiction of the Work. 4.8 The Owner shall furnish all legal,accounting and insurance 3.4.19 Providing services of consultants for other than archi- counseling services as may be necessary at any time for the tecrur-al, structural, mechanical and electrical engineering por- Project, including auditing services the Owner may require to cions of the Project provided as 2 pan of Basic Services. verify the Contractor's Applications for Payment or to ascertain how or for what purposes the Contractor has used the money 3.4.20 Providing any other services not otherwise included in paid by or on behalf of the Owner. this Agreement or not customarily furnished in accordance 4.9 The services,information,surveys and reports required by with generally accepted architectural practice. Paragraphs 4.5 through 4.8 shall be furnished at the Owner's expense. and the Architect shall be entitled to rely upon the accuracy and completeness thereof. ARTICLE 4 4.10 Prompt written notice shall be given by the Owner to the Architect if the Owner becomes aware of any fault or dCfCCE in OWNER'S RESPONSIBILITIES the Project or nonconformance with the Contract Documents. 4.1 The Owner shall provide full information regarding 4.11 The proposed language of certificates or certifications requirements for the Project, including a program which shall requested of the Architect or Architect's consultants Shall be set forth the Owner's objectives. schedule.constraints and cri- submitted to the Architect: for review and approval at least 14 icria, including space requirements and relationships, flc.xi- days prior 10 CXCCUEion. The Owner shall not request ccrtifica- bility, expandability, special equipment, systems and site tions that would require knowledge or. services beyond the requirements. scope of this Agreement. AIA DOCUMENT 8141 OWNER-ARCHITECT AGREEMENT - FOURTEENTH EDITION -AIA* - 01987 5 8141-1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE.,*4.W,.WASHINGTON.D C.20006 WARNING:Unlicensed photocopying violates U.S.copyright laws and is subject to legal prosecution. ARTICLE 5 .3 if the Project is abandoned, terminate in accordance CONSTRUCTION COST with Paragraph 8.3; or .4 cooperate in revising the Project scope and quality as 5.1 DEFINITION required to reduce the Construction Cost. 5.2.5 If the Owner chooses to proceed under Clause 52.4.4, 5.1.1 The Construction Cost shall be the total cost or C5111- the Architect,without additional charge,shall modify the Con- or spec;fied by the Architect. tract Documents as necessary to comply with the filed limit:, if established as a condition of this Agrecrrieni. The modification 5.1.2 The Construction Cost shall include the cost at current of Contract Documents shall be the limit of the Architect's marker rates of labor and materials famished by the Owner and responsibility arising Out of the establishment Of 2 fixed limit. equipment designed, 5PCchcd, sc!ccted or specially provided The Architect shall be entitled to compensation in accordance for by the Architect, plus a reasonable allowance for the Con- with this Agrecmcm for 211 services performed whether or not IMCEor*s overhead and profit. In addition, a reasonable allow- the Construction Phase is commenced. once for contingencies shall be inc!udcd for market conditions at the time of bidding and for changes in the Work during coascruczion. ARTICLE 6 5.1.3 Construction Cost does noc include the comccn5adon of USE OF ARCHITECT'S DRAWINGS, the Architect and Architec-.'s consultants, the costs of the land, SPECIFICATIONS AND OTHER DOCUMENTS rights-of-way, financing or other costs which arc the respon- sibility of the Owner 25 provided in Article 4. 6.1 The Drawings, Specifications and other documents pre- 5.2 RESPONSIBILITY FOR CONSTRUCTION COST pared by the Architect for this Project are instruments of the Architect's service for Use 501CIV with respect to this Project 5.2.1 Evaluations of the Owner's Project budge,,, preliminary and, unlessotherwiseprovided, the Architect shall be deemed estimates of Construction Cost and detailed estimates of Con- the author of these documents and shall remin all common law, struction Cost, if any, prepared by the Architect, represent the SE2rUEory and other reserved rights. including the copyright. Architect's best judgment as a design professional familiar with The Owner shall be permitted to retain copies,including repro- the construction industry. It is recognized, however, chat nei- ducible copies,of the Architect's Drawings, SD(!CifiC3EiOnS and cher the Architect nor the Owner his control over the cost of ocher documents for information and reference in connection labor, materials or equipmenE, over the Contractor's methods with the Owner's use and occupancy of the Project.The Archi- of determining bid prices,or over competitive bidding,market tect's Drawings,Specifications or other documents shall not be or negotiating.conditions. Accordingly, the Architect c=ot used by the Owner or others on other projects,for additions to and does not warrant or represenc chat bids or negotiated prices -Ehis Project or for completion of this Project by others.unless will not vary from the Owner's Project budget or from any the Architect is adjudged to be in default under this Agreement, estimate of Construction Cost or evaluacion prepared or agreed except by agrc=ncnt in writing and with appropriate COMPCn- to by the Architect. sarion to the Architect. 5.2.2 `o fixed Lin-tit of Conszrucdon Cost shall be csmblis'ned 6.2 Submission or distrbucion of documents to mc--t official as a condition of this Agrecm=by the furnishing,proposal or regulatory requirements or for similar purposes in connection establishment of a Project budge% unless such fixed limit has with the Project is noc to be construed as publication in dcroga- be--n agreed upon in writing and signed by the paries hereto.If tion of rhe Architect's reserved rights. such a fixed limit has been established. the Architect shall be permitted EO include contingencies for design, bidding and price escalation,to dccrrninc what materials,equipment,com- ponent systems and types of construction are to be included in the Contract Documents, to make reasonabic adiusuncrics; in the scope of the Project and to include in the Contract Docu- mencs 2itcrn2rc bids co adiu5z 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 execition of the Con(mc: for Construction. 5.2.3 If the Bidding or Ne3ociacion Phase has not commenced within 90 day.S after the Architect submits the Construction UQQ Rulof,hr.Amenegn AFbi Documents co the Owner, any Project budget or fixed limit of Construczion C05E shall be adjusted to reflect changes in the gene:-.d level of prices in the construction industry between chc date of submission of the Construction Documents to the Owner and the date on which proposals are sought. I 5.2.4 If a filed limit of Construction Cost (adjuszcd as pro- queseies vidcd in Subparagraph 5.2.3) is exceeded by the lowest bona h@ FAN fide bid or negotiated proposal. the Owner shall: .1 give written approval of an increase in such fixed limit: 7-4-H&-ffbitration 5riliv.� .2 authorize rebidding or renegotiating of the Project 3hali inelude,b�y eotne61606en, t. within a reasonable time AIA DOCUMENT 81 41 - OWNER-ARCHITECT AGREE.` - FOURTEENTH EDITION - A.I.As 1987 THE A.14ERICA,4 INSTITUTE OFA.RCHITECT S.1'34 NEW YORK AVENUE.N.W.,VA5HINGTON.D.C.20006 E3141-1987 6 WARNING:Unlicensed photocopying violates U.S.copyright laws and is subject to legal prosecution. .2 Ten percent of the total compensation for Basic and this Agfeefnew signed 5"W4)_Mlr�, Additional Services earned to date if termination PCFSGFk occurs during the Design Development Phase; or 3 Five percent of the total compensation for Basic and Additional Services earned to date if termination occurs during any subsequent phase. tO this e __ifieW -� - �� ARTICLE 9 MISCELLANEOUS PROVISIONS 9.1 Unless otherwise provided, this Agreement shall be gov- erred by the law of the principal place of business of the Architect. 9.2 Terms in chis Agreement shall have the same meaning as ARTICLE 8 those in AIA Document A201, General Conditions of the Con- TERMINATION, SUSPENSION OR ABANDONMENT tract for Construction,current as of the date of this Agreement. 9.3 Causes of action between the parties to this,Agreement 8.1 This agreement may be terminated by either par upon Pertaining to acts or failures to act shall be deemed to have not less than seven days' written notice should the other parry accrued and the applicable statutes of limitations shall corn- fad substantially to perform in accordance with the terms of this mence to run not later than either the date of Substantial Com- Agr=nrnt through no fault of the parry initialing the termination. pletion for acts or failures to act occurring prior to Substantial Completion, or the date of issuance of the final Certificate for 8.2 If the Project is suspended by the Owner for more than 30 Payment for acts or failures to act occurring after Substantial consecutive days, the Architect shall be compensated for ser- Completion. vices performed prior to notice of such suspension.when the Project is resumed, the Architect's compensation shall be equi- 9.4 The Owner and Architect waive all rights against each tably adjusted to provide for expenses incurred in the interrup- ocher and against the contractors, consultants, agents and don and resumption of the Architect'S services. employees of the other for damages,but only to the ettent cov- ered by property insurance during construction, except such 8.3 This Agreement may be terminated by the Owner upon rights as they may have to the proceeds of such insurance as set not less than seven days' written notice to the Architect in the forth in the edition of AIA Document A201,General Conditions event that the Project is permanently abandoned.If the Project of the Contract for Construction,current as of the date of this is abandoned by the Owner for more than 90 consecutive days, Agreement.The Owner and.architect each shall require similar the Architect may terminate this Agreement bygiving written waivers from [heir contractors, consultants and agents. notice. 9.5 The Owner and Architect, respectively, bind themselves, 8.4 Failure of the Owner to make payments to the Architect in their partners, successors, assigns and Icgal representatives to accordance with this Agreement shall be considered substantial the other party to this Agreement and to the partners, succes- nonperformance and cruse for termination. sors, assigns and legal representatives of such ocher pang with 8.5 If the Owner fails to make parespect to all covenants of this Agreement.Neither Owner nor fect for services and expenses, theyArchitect may, upon seven ment when due the seven Archi[cct shall assign chis Agreement without the written con- days'written notice to the Owner,suspend performance of ser sent of the ocher. vices under chis Agreement. Unless paymcnr in full is received 9.6 This Agreement represents[he entire and integrated agree- by the Architect within seven days of the date of the notice,the mens between the Owner and Architect and supersedes all suspension shall take effect without further notice.In the even[ prior negotiations, representations or agreements, either writ- of a suspension of scrviCCS. the Architect shall have no liability ten or oral. This Agreement may be amended only by written to the Owner for delay or damage caused the Owner because instrument signed by both Owner and Architect. of such suspension of services. 9.7 Nothing contained in this Agreement shall create a con[rac- 8.6 In the event of termination nor the fault of the Architect, tual relationship with or a cause of action in favor of a third the architect shall be compensated for services performed prior party against either the Owner or Architect. to termination, together with Reimbursable Expenses then due 9.8 Unless ocherwise ro%-ided in chis reemert,the architect and all Termination Expenses as defined in Paragraph 8.7. and Architect's consultants shall have no responsibility for the 8.7 Termination Expenses arc in addition co compensation for discovery, presence,handling, removal or disposal of or cxpo- Basic and Additional Services, and include expenses which are sure of persons to hazardous materials in any form a[the Project directly attributable to termination.Termination Expenses shall site, including but not limited to asbestos, asbestos products, be computed as a percentage of the total compensation for polychlorina[ed biphenyl(PCB)or other toxic substances. Basic Services and Additional Services earned to the time of ter- mination, as follows: 9.9 The Architect shall have the right to include representa- tions of the design of the Project, including photographs of the .1 Twenty percent of the local compensation for Basic exterior and interior, among the Architect's promotional and and Additional Services earned to date if termination professional materials. The Architect's materials shall nor occurs before or during the predcsign,site analysis,or include the Owner's confidential or proprietary information if Schematic Design Phases: or the O,zv ner has previously advised the Architect in writing of AIA DOCUMENT 8141 OWNER-ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIA° • 01987 7 8141-1987 THE AMERICAN INSTITUTE OF ARCHITECTS. 1735 NEW YORK AVENUE.N.W.,WASHINGTON.D.C.20006 WARNING:Unlicensed photocopying violates U.S.copyright laws and is subject to legal prosecution. the specific information considered by the Owner to be confl- 10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES dcnLW or proprietary. The Owner shall provide professional 10.3.1 An initial payment as Set forth in Paragraph 11.1 is the credit for the Architect on the construction sign and in the pro- minimum payment under this Agreement. motional materials for the Project. 10.3.2 Subsequent payments for Basic Services shall be made monthly and, where applicable, shall be in proportion to scr- ARTICLE 10 vices performed within each phase of service, ori the basis set forth in Subparagraph 11.2.2. PAYMENTS TO THE ARCHITECT 10.3.3 If and to the extent that the time initially established in 10.1 DIRECT PERSONNEL EXPENSE Subparagraph 11.5.1 of this Agreement is exceeded or extended through no fault of the Architect, compensation for any ser- 10.1.1 Direct Personnel Expense is defined as the direct vices rendered during the additional period of time shall be salaries of the Architect's personnel engaged on the Project and computed in the manner set forth in Subparagraph 11.3.2. the portion of the cost of thc:r mandatory and customary con- 10.3.4 When compensation is based on a percentage of Con- tributions and benefits related thereto, such as employment sEruction Cost and any portions of the Project are de!cted or taxes and ocher Statutory employee benefits, insurance, sick otherwise not constructed,compensation for those portions of leave. holida-vs, vacations, pensions and similar contributions the Project shall be payable to the extent services are per- and benefits. formed on chose portions, in accordance with the schedule set forth in Subparagraph 11.2.2,based on(1)the lowest bona fide 10.2 REIMBURSABLE EXPENSES bid or negotiated proposal,or(2)if no such bid or proposal is 10.2.1 Reimbursable Expenses are in addition to compen5a- received, the most recent preliminary estimate of Construction tion for Basic and Additional Services and include expenses Cost or detailed estimate of Construction Cost for Such por- incurred by the Architect and Architect's employees and con- tions;of Ehe-Project. sultanrs in the interest of the Project,as identified in the follow- 10.4 PAYMENTS ON ACCOUNT OF ADDITIONAL ing Clauses. SERVICES 10.2.1.1 Expense of transportation in connection with the 10.4.1 Payments on account of the Architect's Additional Projeacc: expenses in connection with authorized out-of-town Services and for Reimbursable Expenses shall be made monthly travel. long-distance communications; and fees paid for secur- upon presentation of the Architect's statement of services ren- ing approval of authorities having jurisdiction over the Project. dered or expenses incurred. 10.2.1.2 Expense of reproductions, postage and handling of 10.5 PAYMENTS WITHHELD Drawings. Specifications.and other documents. 10.5.1 NO deductions shall be made from the Architect's com- 10.2.1.3 If authorized in advance by the Owner, expense of perisation on account of penalty, liquidated damages or ocher overtime work requiring higher than regular rates. sums withheld from payments to contractors,or on account of 10.2.1.4 E_x—ocrise of rendering.mode!s and mock-ups requested the cost of changes in the Work other than chose for which the by the Owner. Architect has been found to be liable. 10.2.1.5 Expense of additional insurance cove-age or limits, 10.6 ARCHITECT'S ACCOUNTING RECORDS including professional liability insurance. requested by the 10.6.1 Records of Reimbursable Expenses and expenses per- Owner in excess of that noffii2llv carried by the Architect and raining to Additional Services and services performed on the ArchiEccE's consultants. basis of a multiple of Direct Personnel Expense shall be avail- 10.2.1.6 Expense of computer-aided design and drafting able co the Owner or the Owner's authorized representative at equipment time when used in connection with the Project. mutually convenient times. ARTICLE 11 BASIS OF COMPENSATION The Owner shall compensate the Architect as follows: 11.1 AN INITIAL PAYMENT of zero Dollars(S -0- Shall be made upon CXCCUEiOr, 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 anv other services included in Article 12 as pan of Basic Sen ices. Basic Compensation shall be computed as follows: (Insert basis of compensation, including stipulated sums. multiples or percentages. and iderittft pbases to u-bicb particular methods of cuilgpertsatius(apply. If necessarz%) Lurrip, stun amount of $105,242.00 including all building consultants except soils. AIA DOCUMENT B141 - OWNER.ARCHITECT AGREE.%IENT - FOURTEENTH EDITION -ALALS - (D1987 THE.A,:AERIC.a.N INSTITUTE OF ARCHITECTS.1735 NEW YORK AVENUE.NW..WASHINGTON.D.C.20006 B141-1987 8 WARNING:Unlicensed photocopying violates U.S.copyright laws and is subject to legal prosecution. 11.2.2 Where compensation is based on a stipulated stun or percentage of Construction Cost, progress payments for Basic Services in each phase shall total the following percentages of the total Basic Compensation payable: (insert additional pbasn as appropriate.) Schematic.Design Phase: $15,786.00 percent(15%) Design Development Phase: 10,524.00 percent(10%) Construction Documents Phase: 52,621.00 percent(50%) Bidding or Negotiation Phase: 5,263.00 percerit( 5%) Construction Phase: 21,048.00 percalt(20%) Total Basic Compensation: $105,242.00 one hundred percent(100%) 11.3 COMPENSATION FOR ADDITIONAL SERVICES 11.3.1 FOR PROJECT REPRESEN-TATION BEYON-D BASIC SERVICES,as described in Paragraph 3.2,compensation shall be com- puted as follows: Multiple of direct personnel expense according to rate schedule attached as Attachment A. 11.3.2 FOR ADDITIONAL SERVICES OF THE ARCHITECT.as described in articles 3 and 12, other than(1)additional Project Representation, as described in Paragraph 3.2, and(2)services included in Article 12 as part of Basic Services, but excluding services of consultants, compensation shall be computed as follows: (insert basis if compensation.including rates and br multiples of Direa Personnel E%pense for Principals and employees and identify Principals and classify employees if required. Identift•specific sert•ices to wbicb particular metbods of compensation app(t: if necessary:) Fixed fee of $34,140.00 and as described in Attachment B. 11.3.3 FOR ADDITIONAL SERVICES OF CONSULTANTS, iReiu identified in Article 12 as•part of Additional Services, a multiple of One & one tenth ( 1.1 ) tunes the amounts billed to the Architect for such'seMces. (Identify specific types of consultants m:irtlde 12, if required.) 11.4 REIMBURSABLE EXPENSES 11.4.1 FOR REIMBURSABLE EXPENSES as described in Paragraph 10.2,and any other iterns included in Article 12 as Reimbursable Expenscs,a multiple of One and One tenth . ( 1.1 )times the expenses incur-,cd by the Architect,the Architect's emplovees and consultants in the interest of the Project. 11.5 ADDITIONAL PROVISIONS 11.5.1 IF THE BASIC SERVICES covered by this Agreement have not beet completed within twelve ( 12 )months of the dart hereof,through no fault of the Architect,extension of the Architect's services beyond that time shall be compensated as provided in Subparagraphs 10.3.3 and 11.32• 11.5.2 Paznents arc due and parable thirty ( 30 ) days from the date of the Architect's invoice. Amounts unpaid thirty ( 30 )days after the invoice date shall bear interest a the rate entered below,or in the absence thereof at the regal rate prevailing from time to time at the principal place of business of the Architect. (Insert rate of interest agreed upon.) (Usury laus and requirements under the federal Trutb in Lending.4ct,similar state and local Consumer credit Taus and otber regulattons at ebe Out er s and Arrbi- tect's principal places of business. the location of the Project and elseu-bore may affect the validity of this provision.Specific legal advice should be obtained with respect to deletions or modifications.and also regarding requirements such as u nuen disclosures or u•ait•ers.) AIA DOCUMENT B141 •OWNER-ARCHITECT AGREEMENT • FOURTEENTH EDITION•Alt• • 0198- 9 8141-1987 THE AMERICAN INSTITUTE OF ARCHITECTS.1-35 NEW YORK AVENI,'E,N.W.,WASHINGTON.D.C.20006 WARNING:Unlicensed photocopying violates U.S.copyright laws and is subject to legal prosecution. 11.5.3 The rates and multiples set forth for Addirion2l Services shall beannually adjusted in accordance with nonn2I s2Lzry review pr2cEiccs of the Architect. ARTICLE 12 OTHER CONDITIONS OR SERVICES (Insert descriptions of otber services, identify Additional Service included within Basic Compensation and modifications to the pa)"WO and compensation terms included in this Averment) I. Agreement is based on a single general construction contract. 2. Architect is entitled to extra services for Construction Administration when initial construction contract time is exceeded by more than 20% through no fault of, Architect. tc"Xbyw�dovg ar-A ex#a sei:N4ees I 4. As-built drawings are extra services (Review of Field Record Drawings is part of basic services). 5. Presentation models are extra services. 6. ARC-enqu4twtts, except,seils engineert, -ttuf veyorz, C"L%A ima-luded- under- bask 7. Design Development Phase includes one perspective drawing. 8. Program Verification Report constitutes extra services. This Agreement entered into as of the day and year first written above. OWNER ARCHITECT (signature) (Signat—) (Printed name and tide) (Printed name and title) AIA DOCUMENT 8141 -OWNER.ARCHrrECT AGREF-ME14T•FOURTEENTH EDITION-ALA* -C1987 THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006 B141-1987 10 WARNING:Unticensod photocopying violates U.S.copyright taws and Is subject to legal prosecution. rui245 Ygnacio Valley Road,Suite 200 LavIavG&CAMPOS Walnut Creek CA 94596 LA ARCHITECTS INC . 510.944. 1626 . 510.944. 1666 FAX ATLACBMENT A Selected 1994 THIRD QUARTER HOURLY FEE SCHEDULE The weighted average of all staff is approximately$69.00 per hour. Clerical, Word Processing $30.00/hr. Presentation/junior Draftsman $36-00/hr. Presentation/Draftsman $50.00/1ii. Designer/Technical Draftsman $55.00/hr. Project Architect $70.00/hr. Interiors and Presentation $75.00/hr. Project Manager $80.00/hr. Senior Project Manager $90-00/hr. Principal and Architect $110.00/hr. Construction Management Services $100.00/hr. *Subject to Change Quarterly 7/1/94 Does not include expert witness, Computer Aided Design & Drafting or other fees for renderings, photo montages or exhibits. AffTACHMaiT B ALLOCATION OF TASKS FOR CONSTRUCTION ADMINISTRATION TASK ARCHITECT CM CITY PREBID Submit complete drawings & technical specifications to City of Walnut Creek x Provide City of Walnut Creek contract formats to LCA. x Submit for Building Permit x Conform City formats to include in Project Manual x BIDDING Prepare Notice to Contractors (EFB) x Issue Notices to Dodge Scan, Newspapers and other agencies as City of W.C. directs x Reproduce and distribute Plans & Specs to Bidders x -Answer questions, receive phone . calls, furnish draft addenda & clarification X Issue Addenda x Conduct pre-bid site visit x Open bids x AWARD Conduct Pre-Award survey Admin presentation x Check track record of principal & subcontactors x Review personnel on past jobs x TASK ARCHITECT —CM CITY AWARD (CONTRqUED) Prepare Contract Award x Admin support for award x Conform drawings/project manual x POST AWARD/PRE-CONSTRUCTION Conduct Pre-constructionMee ting x Contractor submit schedule and schedule of values to Architect. Recommend x Approve schedule of values & construction schedule x PAYMENTS TO CONTRACTOR Review Contractor's Application for Payment x Track contract value and payment history for Owner x Prepare lien releases x Prepare checks x SUBMITTALS Manage submittal process (shop drawings, receive, distribute, collect comments, track resubmittals - all disciplines x Review architectural submittals (2 cycles) x TASK ARCHITECT CM CITY PROGRESS MEETINGS Schedule and administer project meetings throughout progress of the work at maximum bi-monthly intervals X Prepare agenda, preside, prepare minutes and distribute within 5 days to participant/agencies X Attend meetings as appropriate to agenda topics X CONTRACT CHANGES ' Prepare change orders for , architectural deficiencies X Receive, coordinate and prepare change orders for customer generated changes including preparation of negotiation reports X Prepare requests for proposals for changes for fire district X Clkik5 _T-vc&l -o,�e cA11 r-Ico►YA 5u6m�tl.d 6y X X -r�Q Cwv► NV�Or Ot- 01-I�ers �h rola+ian t0 I-ke work. . ATTACHMENT C ARTICLE 12 (Continued) 9. Preparing Drawings, Specifications and other documentation and supporting data, evaluating Contractor's proposals, and providing other services in connection with Change Orders and Construction Change Directives are included in Basic Services unless the need for such changes was unforeseeable at the time the Drawings and Specifications were completed. 10. The Architect shall be responsible for, and its Basic Services shall include, all architectural and consultant's services needed to give its best professional effort to achieve a complete and fully adequate design of the Project and to completely and adequately provide construction management of the Project, except for soils engineers, land surveyors and testing engineers. 11. Basic Services shall include all services necessary to obtain the appropriate rezoning of the Project site and Walnut Creek Design Review Commission approval of the Project design, including but not limited to meetings with City of Walnut Creek staff and attendance at all hearings. 12. Notwithstanding Section 9.5, the Owner may assign this Agreement and/or any or all of the rights or obligations hereunder to the Contra Costa County Fire Protection District (the "District") . In the event of such assignment, Owner shall. have no further obligation to Architect including, but not limited to, any obligation to provide compensation or Termination Expenses to Architect. 13. Architect shall indemnify, defend, and hold harmless the City, the District and their officers, officials, agents, employees and volunteers against any and all liability, claims, actions, causes of action or demands whatsoever against any of them, including any injury to or death of any person or damage to property or other liability of any nature, arising out of or in any way connected with the performance of this Agreement by Architect or Architect's employees, officers, officials, agents or independent contractors, except for any such liability caused by the sole negligence or willful misconduct of the City or the District or their officers, officials, agents, employees or volunteers. 14. Insurance. Architect shall procure and maintain at its sole cost for the duration of this agreement the following insurance: a. Minimum Scope of Insurance. Coverage shall be at least as broad as: 1. Insurance Services Office form number GL0002 (Ed. 1/73) covering Comprehensive General Liability and Insurance . Services Office form number GL 0404 covering Broad Form Comprehensive General Liability; or Insurance Services Office Commercial General Liability coverage ("occurrence" form CG 0001) . 2. Insurance Services Office form number CA 0001 (Ed. 1/78) covering Automobile Liability, code 1 "any auto" and endorsement CA 0025. 3 . Workers' Compensation insurance as required by the Labor Code of the State of California and Employers Liability insurance. 4. Professional Liability Insurance covering the professional acts of the Architect, with evidence of coverage of each of the principal consultants of the Architect. All such coverage shall extend by its terms for a minimum of three years after substantial completion of the project. b. Minimum Limits of Insurance. Architect shall maintain policy limits of no less than: 1. General Liability: $1,000, 000 combined single limit per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. 3. Worker's Compensation and Employers Liability: Worker's compensation limits as required by the Labor Code and Employers Liability limits of $1,000,000 per accident. 4. Professional Liability Insurance: $1,000, 000 per occurrence with a general aggregate limit of $1, 000,000. c. Deductibles and Self-Insured Retentions. None of the foregoing insurance policies shall have a deductable or a self-insurance retention in an amount greater than $25, 000. 00. d. Other Insurance Provisions. The policies shall contain, or be endorsed to contain, the following provisions: 1. General Liability and Automobile Liability Coverages. (a) The Owner, the District, and their officers, officials, employees, agents and volunteers are to be covered as insured as respects: liability arising out of activities performed by or on behalf of Architect; products and completed operations of 2 Architect; products and completed operations of Architect; premises owned, occupied or used by Architect; or automobiles owned, leased, hired or borrowed by Architect. The coverage shall contain no special limitations on the scope of protection afforded to the Owner, the District, or their officers, officials, employees, agents or volunteers. (b) Architect's insurance coverage shall be primary insurance as respects the Owner, the District and their officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the Owner, the District, or their officers, officials, employees, agents or volunteers shall be excess of Architect's insurance and shall not contribute with it. (c) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Owner, the District or their officers, officials, employees, agents or volunteers. (d) Architect's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 2. Worker's Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the Owner, the District and their officers, officials, employees and volunteers for losses arising from work performed by Architect for the Owner. 3. All Coverages. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, cancelled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the Owner. e. Acceptability of Insurers Insurance is to be placed with insurers with a Best's rating of no less than A:VII f. Verification of Coverage. Architect shall furnish the Owner with certificates of insurance and with original endorsements effecting coverage required by this clause. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements are to be on forms provided by the Owner (see attached exhibits A-C) . Where, by statute, the Owner's worker's compensation-related forms cannot be used, equivalent forms approved by the Insurance Commissioner are to be substituted. All certificates and endorsements are to be received and approved by the Owner before work commences. The Owner reserves the right to 3 require complete certified copies of all required insurance policies, at any time. 4 Exhibit A GENERAL LIABILITY ENDORSEMENT CITY OF WALNUT CREEK ("the City") P.O. Box 8039 Walnut Creek, CA 94596 ATTN: RISK MANAGER A. POLICY INFORMATION Endorsement # 1. Insurance Company ; Policy Number 2. Policy Term (From) (To) ; Endorsement Effective Date 3. Named Insured 4. Address of Named Insured S. Limit of Liability Any One Occurrence/Aggregate $ / Commercial General Liability Aggregate (check one): Applies "per location/project" Is twice the occurrence limit 6. Deductible or Self-Insured Retention (nil unless otherwise specified): $ 7. Coverage is equivalent to: Comprehensive General Liability form GL 002 (Ed 1/73) Commercial General Liability "occurrence" form CG 0001 Commercial General Liability "claims-made"form CG 0002 8. Bodily Injury and Property Damage Coverage is: "Claims-made" "occurrence" If claims-made, the retroactive date is Note: The City's standard insurance requirements specify "occurrence" coverage. "Claims-made coverage requires special approval. If commercial general liability form or equivalent is used, the general aggregate must apply separately to this location/project or the general aggregate must be twice the occurrence limit. B. POLICY AMENDMENTS This endorsement is issued in consideration of the policy premium. Notwithstanding any inconsistent statement in the policy to which this endorsement is attached or any other endorsement attached thereto, it is agreed as follows: 1. INSURED. The City, the Contra Costa County Fire Protection District ("District"), their elected or appointed officers, officials, employees and volunteers are included as additional insureds with regard to damages and defense of claims arising from: (a) activities performed by or on behalf of the Named Insured, (b) products and completed operations of the Named Insured, or (c) premises owned, leased or used by the Named Insured. 2. CONTRIBUTION NOT REQUIRED. As respects: (a) work performed by the Named Insured for or on behalf of the City; or (b) products sold by the Named Insured to the City; or (c) premises leased by the Named Insured from the City, the insurance afforded by this policy shall be primary insurance as respects the City, the District, their elected or appointed officers, officials, employees or volunteers; or stand in an unbroken chain of coverage excess of the Named Insured's scheduled underlying 5 primary coverage. In either event, any other insurance maintained by the City, the District, their elected or appointed officers, officials, employees or volunteers shall be in excess of this insurance and shall not contribute with it. 3. SCOPE OF COVERAGE. This primary policy affords coverage at least as broad as: (1) Insurance Services Office form number GL 0002 (Ed. 1/73), Comprehensive General Liability Insurance and Insurance Services Office form number GL 0404 Broad Form comprehensive General Liability endorsement; or (2) Insurance Services Office Commercial General Liability Coverage, "occurrence" form CG 0001 or "claim=made" form CG 0002; or (3) If excess, affords coverage which is at least as broad as the primary insurance forms referenced in the preceding section (1) and (2). 4. SEVERABILITY OF INTEREST. The insurance afforded by this policy applies separately to each insured who is seeking coverage or against whom a claim is made or a suit is brought, except with respects to the Company's limit of liability. 5. PROVISIONS REGARDING THE INSURED'S DUTIES AFTER ACCIDENT OR LOSS. Any failure to comply with reporting provisions of the policy shall not affect coverage provided to the City, its elected or appointed officers, officials, employees or volunteers. 6. CANCELLATION NOTICE. The insurance afforded by this policy shall not be suspended, voided, cancelled, reduced in coverage or in limits except after thirty (30) days prior written notice by mail has been given to the City. Such notice shall be addressed as shown in the heading of this endorsement. 6 S 1 r• C. INCIDENT AND CLAIM REPORTING PROCEDURE Incidents and claims are to be reported to the insurer at: ATTN: (Title) (Department) (Company) (Street Address) (City) (State) (Zip Code) (Area Code and Telephone Number) D. SIGNATURE OF INSURER OR AUTHORIZED REPRESENTATIVE OF THE INSURER I, (print/type name), warrant that I have authority to bind the below listed insurance company and by my signature hereon do so bind this company. SIGNATURE OF AUTHORIZED REPRESENTATIVE (original signature required on endorsement furnished to the City) ORGANIZATION: TITLE: ADDRESS: TELEPHONE: [common] 142 7 Exhibit B AUTOMOBILE LIABILITY ENDORSEMENT CITY OF WALNUT CREEK ("the City") P.O. Box 8039 Walnut Creek, CA 94596 ATTN: RISK MANAGER A. POLICY INFORMATION Endorsement # 1. Insurance Company ; Policy Number 2. Policy Term (From) (To) ; Endorsement Effective Date 3. Named Insured 4. Address of Named 5. Limit of Liability Any One Occurrence/Aggregate $ B. POLICY AMENDMENTS This endorsement is issued in consideration of the policy premium. Notwithstanding any mconsistent.statement in the policy to which this endorsement is attached or any other endorsement attached thereto, it is agreed as follows: 1. INSURED. The City, the Contra Costa County Fire Protection District ("District"), their elected or appointed officers, officials, employees and volunteers are included as additional insureds with regard to damages and defense of claims arising from: the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Named Insured, regardless of whether liability is attributable to the Named Insured or a combination of the Named Insured and the City, the District, their elected or appointed officers, officials, employees or volunteers. 2. CONTRIBUTION NOT REQUIRED. As respects work performed by the Named Insured for or on behalf of the City, the insurance afforded by this policy shall: (a) be primary insurance covering the City, the District, their elected or appointed officers, officials, employees or volunteers; or (b) stand in an unbroken chain of coverage excess of the Named Insured's primary coverage. In either event, any other insurance maintained by the City, the District, their elected or appointed officers, officials, employees or volunteers shall be in excess of this insurance and shall not contribute with it. 3. SCOPE OF COVERAGE. This policy, if primary, affords coverage at least as broad as: (a) Insurance Services Office form number CA 0001 (Ed. 1/78), Code 1 ("any auto") an endorsement CA 0025. (b) If excess, affords coverage which is at least as broad as the primary insurance forms referenced in the preceding section (1). 4. SEVERABILITY OF INTEREST. The insurance afforded by this policy applies separately to each insured who is seeking coverage or against whom is made or a sunt is brought, except with respect to the Company's limit of liability. 8 5• PROVISIO LOSS. Any ING THE INSURED'S DUTIES AFTER ACCIDENT OR affect cove comply with reporting provisions of the policy shall not employees o ed to the.City, its elected or appointed officers, officials, rs. b. CANCELLA ` ended, v E. The insurance afforded by this policy shall not be (3p s= celled, reduced in coverage or in limits except after thirty shall beyaddrl notice by mail has been given to the City. Such notice ovirii in the heading of this endorsement. C. E_1 TING PROCEDURE N j Incidents and claims are reed to the insurer at: ATTN. (Title) r:• partment) (Company) (Street'Address) (City) (Zip Code) (Area Code and T e Number) D.f NAT OF I AUTHORIZED REP E ATI F THE i I, insuran runt/type name}, warrant that I have authority to bind the below listed company, pang and by my signature hereon do so bind this SIGNA OF AUTHORIZED REPRESENTATIVE (orYgin ature required on endorsement furnish ••the City) ORGANIZATION; TITLE: ADDRESS: TELEPHONE: [common]142 t' Y 9 Exhibit C WORKER'S COMPENSATION/EMPLOYERS LIABILITY ENDORSEMENT CITY OF WALNUT CREEK ("the City") P.O. BOX 8039 WALNUT CREEK, CA 94596 ATTN: RISK MANAGER A. POLICY INFORMATION Endorsement # 1. Insurance Company ("the Company") Policy Number 2. Effective Date of This Endorsement 3. Name Insured 4. Employer's Liability Limit (Coverage B) B. POLICY AMENDMENTS In consideration of the policy premium and notwithstanding any inconsistent statement in the policy to which this endorsement is attached or any other endorsement attached thereto, it is agreed as follows: 1. CANCELLATION NOTICE. The insurance afforded by this policy shall not be suspended, voided, cancelled, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail return receipt requested has been given to the City. Such notice shall be addressed as shown in the heading of this endorsement. 2. WAIVER OF SUBROGATION. The Insurance Company agrees to waive all rights of subrogation against the City, the District, their elected or appointed officers, officials, agents and employees for losses paid under the terms of this policy which arise from work performed by the Named Insured for the City. C. SIGNATURE QF INSURER OR AUTHORIZED REPRESENTATIVE QF THE INSURER I, . (print/type name), warrant that I have authority to bind the below listed insurance company and by my signature hereon do so bind this company. SIGNATURE OF AUTHORIZED REPRESENTATIVE (original signature required on endorsement furnished to the City) ORGANIZATION: TITLE: ADDRESS: TELEPHONE: 10